High North Resources Ltd.
TSX VENTURE : HN

High North Resources Ltd.

March 26, 2015 20:35 ET

High North Resources Ltd. Announces Shares for Debt Agreement

CALGARY, ALBERTA--(Marketwired - March 26, 2015) -

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High North Resources Ltd. (TSX VENTURE:HN) (the "Company" or "High North") announces that it has entered into a shares for debt agreement (the "Agreement") with three arm's length parties (the "Arm's Length Creditors") and a non-arm's length party (the "Non-Arm's Length Creditor, collectively with the Arm's Length Creditors, the "Creditors"), to settle an aggregate of $825,000 in outstanding debt (the "Debt") owed to the Creditors under certain farmout agreements, as amended. In accordance with the terms of the Agreement, the Company has agreed to issue an aggregate of 1,500,000 warrants ("Warrants") to the Arm's Length Creditors to settle the Debt (the "Transaction"). No Warrants will be issued to the Non-Arm's Length Creditor.

Each Warrant shall give the holder the right, for a period of two years from the grant date, to purchase one common share of High North at an exercise price of $0.39 per share. The shares will be subject to a hold period which will expire four months from the date of issuance.

In the event that the price of High North's shares trade at or above $0.55 for 20 consecutive business days (the "Triggering Event"), the Arm's Length Creditors shall exercise all of their Warrants within 14 business days of the Triggering Event. If the Arm's Length Creditors do not exercise all of their Warrants within 14 business days of the Triggering Event, the un-exercised Warrants shall expire with no value given thereto.

Issuance of the shares will not result in a change of control of the Company.

Completion of the Transaction is subject to 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: completion of the Transaction and receipt of TSX Venture Exchange approval. 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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