High North Resources Ltd.

TSX VENTURE : HN


High North Resources Ltd.

April 04, 2014 10:07 ET

High North Resources Ltd. Announces Closing of $8.67 Million Convertible Debenture Financing

CALGARY, ALBERTA--(Marketwired - April 4, 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 today successfully closed the previously announced private placement of 8,670 12.00% convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture for aggregate gross proceeds of $8,670,000 (the "Offering").

The Debentures bear interest at a rate of 12.00% per annum calculated annually, and not in advance and payable semi-annually on October 3, 2014 and April 4, 2015. Each Debenture will be convertible at the holder's option into common shares of the Company (the "Common Shares") at any time after the issuance of the Debentures and prior to 4:30 p.m. (Eastern time) on April 4, 2015 at the conversion price of $0.85 per Common Share, subject to customary anti-dilution adjustments in the event of stock consolidation, stock splits, stock dividends and other such events.

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

GMP Securities L.P. acted as the sole agent in connection with the private placement and received a commission equal to 6.00% of the gross proceeds of the Offering.

The Company intends to use the net proceeds from the Offering for ongoing operations, land acquisitions and for general corporate purposes.

Completion of the Offering is subject to the receipt of final acceptance of the TSX Venture Exchange.

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 final 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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