High North Resources Ltd.

TSX VENTURE : HN


High North Resources Ltd.

March 07, 2014 07:39 ET

High North Resources Announces Proposed $10 Million Convertible Debenture Financing

CALGARY, ALBERTA--(Marketwired - March 7, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

High North Resources Ltd. (TSX VENTURE:HN) (the "Company" or "High North") is pleased to announce that it has entered into an agreement with GMP Securities L.P., as agent, for a private placement (the "Offering") on a commercially reasonable efforts basis of up to 10,000 convertible unsecured subordinated debentures (the "Convertible Debentures") of High North at a price of $1,000 per Convertible Debenture, for total proceeds of up to $10,000,000. The Company expects to use the net proceeds of the Offering for ongoing operations, land acquisitions and for general corporate purposes.

The Convertible Debentures will mature on April 4, 2015 (the "Maturity Date") and will accrue interest at a rate of 12.00% per annum, payable semi-annually. At the holder's option, the Convertible Debentures will be convertible into common shares of the Company ("Common Shares") at any time prior to 5:00 p.m. (EST) on the Maturity Date. The conversion price will be $0.85 per Common Share, subject to adjustment in certain circumstances. The Convertible Debentures will not be redeemable by the Company at any time prior to the Maturity Date.

The Convertible Debentures will be direct, unsecured obligations of High North, subordinated to High North's existing and future senior secured indebtedness, and ranking pari passu with all other existing and future unsecured indebtedness of the Company.

The Convertible Debentures will not be listed on the TSX Venture Exchange, however the Common Shares issuable upon conversion, redemption or maturity of the Convertible Debentures will be listed and will be subject to a four month hold period from the date of closing.

The Convertible Debentures will be sold pursuant to exemptions from the prospectus requirements to purchasers in Canada and may also be sold in the United States on a private placement basis pursuant to Rule 506 under Regulation D of the United States Securities Act of 1933, as amended, in a manner that does not require the Convertible Debentures to be registered in the United States. The Convertible Debentures may also be sold outside of Canada and the United States, provided that no prospectus filing or comparable obligation arises.

Completion of the Offering is subject to certain conditions, including the receipt of all necessary regulatory and TSX Venture Exchange approvals.

High North is a Calgary-based company that explores, develops and produces oil and natural gas in Western Canada. High North trades on the TSX Venture Exchange under the symbol HN.

Forward-looking Statements and Information

This news release contains certain statements that may be "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. In particular, but without limiting the foregoing, this news release contains forward-looking statements or information pertaining to, among other things, use of proceeds, receipt of regulatory approval from the TSX Venture Exchange, future growth, business prospects and financing opportunities. Although High North believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of High North's management on the date the statements are made. Except as required by law, High North undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

The forward-looking statements contained in this news release are made as of the date of this news release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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