High North Resources Ltd.
TSX VENTURE : HN

High North Resources Ltd.

December 22, 2014 13:47 ET

High North Resources Ltd. Announces Non-Brokered Private Placement for Up to $4,000,000 in Flow-Through Common Shares

CALGARY, ALBERTA--(Marketwired - Dec. 22, 2014) -

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High North Resources Ltd. (TSX VENTURE:HN) (the "Company" or "High North") is pleased to announce that it intends to proceed with a non-brokered private placement of up to 23,529,412 common shares in the capital of the Company, to be issued on a "flow-through" basis under the Income Tax Act (Canada) (the "Flow-Through Common Shares"), at a price of $0.17 per Flow-Through Common Share for gross proceeds of up to $4,000,000 (the "Offering").

The completion of the Offering is expected to occur on or about December 30, 2014, and the Flow-Through Common Shares issued under the Offering will have a hold period of four months from the date of closing.

The Company will initially use the proceeds from the Offering of Flow-Through Common Shares to fund the Company's exploration and development program, including funding expenditures that qualify as "Canadian Exploration Expenses" (as defined in the Income Tax Act (Canada)), which will be renounced to subscribers for the Flow-Through Common Shares for the 2014 taxation year.

The Flow-Through Common Shares will be sold on a private placement basis 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 Flow-Through Shares to be registered in the United States. The Flow-Through Common Shares may also be sold outside of Canada and the United States, provided that no prospectus filing or comparable obligation arises.

The completion of the Offering is subject to certain conditions including, but not limited to, receipt of all necessary regulatory approvals including the approval 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.

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Additional information about the Company is available under High North's profile on SEDAR at www.sedar.com.

Forward-looking Statements and Information

This news release contains certain "forward-looking statements" or "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. 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 are events or conditions that "will", "would", "may", "could" or "should" occur or be achieved. This news release contains forward-looking statements, pertaining to, among other things, the following: the amount of, terms and use of proceeds of the Offering, receipt of regulatory approval from the TSX Venture Exchange and the impact of the Offering on the Company. Statements regarding future growth initiatives are subject to all of the risks and uncertainties normally incident to the exploration for and development and production of oil and gas that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These risks include, but are not limited to, inflation or lack of availability of goods and services, environmental risks, drilling risks, regulatory changes and certain other known and unknown risks detailed from time to time in High North's public disclosure documents, copies of which are available on High North's SEDAR profile at www.sedar.com.

Although High North believes that the material factors, expectations and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance. High North's actual results may differ materially from those expressed or implied in forward-looking statements and readers should not place undue importance or reliance on the forward-looking statements. Statements including forward-looking statements are made as of the date they are given and except as required by applicable securities laws, High North disclaims any intention or obligation to publically update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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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