High North Resources Ltd.
TSX VENTURE : HN

High North Resources Ltd.

June 10, 2015 19:39 ET

High North Resources Ltd. Receives Final Court Order Approving the Plan of Arrangement and Announces Debentureholder Election Results

CALGARY, ALBERTA--(Marketwired - June 10, 2015) -

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High North Resources Ltd. (TSX VENTURE:HN) (the "Company" or "High North") is pleased to announce that the Supreme Court of British Columbia has issued a final order approving the Plan of Arrangement (the "Arrangement").

As previously announced on June 4, 2015, a resolution approving the Arrangement was passed by holders ("Debentureholders") of 12.00% convertible unsecured subordinated debentures of High North ("Debentures") holding 88.64% of the principal amount of the Debentures outstanding, present in person or by proxy at the meeting of Debentureholders held on June 4, 2015.

Pursuant to the Arrangement, Debentureholders had the opportunity to elect for certain options in respect of their Debentures, as set out in the information circular of High North dated April 30, 2015 (the "Information Circular"). Debentureholders holding 4,011 Debentures in the principal amount of $4,011,000 (representing approximately 46% of Debentures) elected for Option A, whereby their respective Debentures will be redeemed in exchange for common shares of the Company on the terms set out in the Information Circular. Additionally, Debentureholders holding 4,659 Debentures in the principal amount of $4,659,000 (representing approximately 54% of Debentures) elected for Option B, whereby the Debentureholders' Debentures will continue to be held as Debentures and will be subject to the terms of a supplemental debenture indenture, also pursuant to the terms set out in the Information Circular.

High North is working to obtain regulatory approval from the TSX Venture Exchange and complete the documents to give effect to the Arrangement. High North expects the closing of the Arrangement will be completed on or about July 15, 2015.

Further information about the Arrangement is set forth in the Information Circular which has been filed under High North's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

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.

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 High North. 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 redemption of Debentures elected for Option A and the issuance of common shares in respect of the same, the Debentures elected for Option B being held pursuant to the terms of the supplemental debenture indenture, the ability of the Company to obtain regulatory approval from the TSX Venture Exchange for the Arrangement and the timing and completion of the Arrangement. Forward-looking statements contain significant risks and uncertainties. A number of circumstances could cause results to differ materially from the results discussed in the forward-looking statements including, without limitation: failure to obtain the necessary approvals for the Arrangement, or to otherwise satisfy the conditions of the Arrangement in a timely manner, or at all; regulatory changes and certain other 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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