High North Resources Ltd.

TSX VENTURE : HN


April 24, 2013 09:00 ET

High North Resources Ltd. Enters Into A Share Exchange Agreement With Valleyview Exploration Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 24, 2013) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

High North Resources Ltd. ("High North" or the "Company") (TSX VENTURE:HN) - announces that it has entered into an arm's length Share Exchange Agreement (the "Share Exchange Agreement") dated April 15, 2013, for the acquisition (the "Transaction") by the Company of all of the issued and outstanding shares of Valleyview Exploration Inc. ("Valleyview") in exchange for common shares of the Company.

The Proposed Acquisition

The Share Exchange Agreement provides that the shareholders of Valleyview will exchange all of the issued and outstanding shares of Valleyview to the Company in exchange for 10,000,000 common shares of the Company at a deemed price of $0.33 per share. In addition, the Company will pay a non-refundable deposit of $100,000 to Valleyview. The closing of the Transaction is subject to the completion of a financing for a proposed drilling program and TSX-V approval and other standard closing items. Additional details regarding the terms and conditions of a private placement and proposed drilling program will be provided in a subsequent news release. A National Instrument 51-101 Resource Study has been prepared and submitted to the TSX-V for review and the detailed results will be disclosed in a subsequent news release.

The common shares of the Company will remain halted pending receipt by the TSX-V of certain required materials from the Company. The transaction will not result in a change of control. If any shareholder approval is required, the Company intends to obtain such approval by written consent and shall provide a copy of any applicable documentation with the written consent.

About Valleyview

Valleyview is a privately held Alberta oil and gas exploration and development company whose principal asset is a Farmout Agreement to acquire 111 sections of prospective oil and gas leases in the Peace River Arch area of north western Alberta. The oil and gas leases are strategically concentrated into seven blocks with hydrocarbon potential ranging from the Cretaceous Dunvegan through to the Devonian Granite Wash formation. Immediately offsetting the northeasterly leases, an independent unrelated company is developing Montney oil and some wells adjacent to Valleyview's leases are producing at over 300 boe/d. Valleyview leases may also be prospective for Duvernay oil with a recent offset well flowing high gravity oil from this formation. It is anticipated that drilling and completion costs will be substantially less than in the Kaybob area as both the Montney and Duvernay formations lie at relatively shallower depths.

Valleyview's audited financial statements for the year ended August 31, 2012, which reflects its status as a development stage company, show a net loss of $66,428, working capital deficiency of $152,646, total assets of approximately $347,637, shareholders equity of $172,797, and no revenue.

Board of Directors and Management

The Company's current board and management will remain with the Company and will collectively bear management and stewardship of the Company upon completion of the Transaction. Arn Schoch, a current director of the Company, has been appointed Chief Executive Officer of the Company. On closing of the transaction, Roger Bethell, a geologist and founder of Valleyview, will be appointed to the board of directors of the Company. Mr. Bethell has over 40 years experience in the Western Canadian Sedimentary Basin with various private and public companies. The Company may consider adding additional individuals with oil and gas expertise to management and the board as it sees fit.

Conditions to closing

The completion of the Transaction is subject to the approval of the TSX-V and all other necessary regulatory approvals. The completion of the Transaction is also subject to certain other additional conditions precedent, including, but not limited to: (i) completion of satisfactory due diligence by each of the Company and Valleyview; (ii) approval of the respective board of directors; (iii) completion of a private placement in an amount to be determined; (iv) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational conditions or the assets of each of the parties to the Share Exchange Agreement; and (v) certain other conditions typical in a transaction of this nature.

Pursuant to Policy 1.2, the TSX-V has been advised of and has accepted the Company's request to change its regional office from Vancouver British Columbia to Calgary Alberta.

READER ADVISORY

This news release contains certain statements that may be deemed "forward-looking statements. 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. 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 press release are made as of the date of this press 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.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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.

Contact Information

  • High North Resources Ltd.
    Kyle Stevenson
    Director, President
    (604) 687-1779