North Atlantic Resources Ltd.

North Atlantic Resources Ltd.

August 13, 2009 08:56 ET

North Atlantic Revises Terms of Proposed Equity Private Placement

TORONTO, ONTARIO--(Marketwire - Aug. 13, 2009) -


North Atlantic Resources Ltd. ("the Company")(TSX:NAC) announces that it has amended the terms of the proposed equity private placement which was originally announced by press release dated June 23, 2009. Under the revised terms, the Company proposes to raise a minimum of $250,000 and up to a maximum of $400,000. The private placement consists of a minimum of 5,000,000 units and a maximum of 8,000,000 units. Each unit will consist of one common share and one common share purchase warrant at a price of $0.05 per unit. Each warrant will entitle the holder to purchase one additional common share at a price of $0.15 per common share for a period of 36 months following the closing date of the private placement. If the trading price of the Company's shares is not less than $0.60 per share for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the warrants. The Company may pay finder's fees to registered dealers who introduce subscribers to the Company, comprised of a cash payment of 8% of the proceeds received from introduced subscribers and a number of warrants (having terms identical to the warrants included in the units) equal to 8% of the number of units issued to introduced subscribers.

The Company currently has 25,723,741 issued and outstanding common shares. If the maximum offering is completed, 8,000,000 common shares would be issued, representing 31.1% of the issued common shares which are currently outstanding. In addition, 8,640,000 warrants would be issued pursuant to the maximum offering (including warrants issued in connection with the finder's fees). If all warrants are exercised, an aggregate of 16,640,000 shares would be issued in connection with the private placement, representing 64.7% of the 25,723,741 common shares which are currently outstanding.

The Company has been advised that insiders intend to subscribe for an aggregate of 1,050,000 units, representing approximately 13.1% of the maximum offering. The following insiders have indicated their intention to subscribe:

Number of Shares
which will be held
Number of Shares Number of Units following completion
Currently Held and intended to be of private placement
Name of Insider Percentage of Subscribed For and percentage of
And Relationship Outstanding and Percentage of shares then
to Company Current Shares Maximum Offering outstanding(1)
Lyle R. Hepburn
Director and
Chairman 160,000 (0.6%) 500,000 (6.25%) 660,000 (2.0%)
Mark F. Wheeler
Secretary 100,000 (0.4%) 500,000 (6.25%) 600,000 (1.8%)
Ambogo Guindo
Vice-President 158,000 (0.6%) 50,000 (0.625%) 208,000 (0.6%)

(1) Before giving effect to exercise of any warrants.

Proceeds of the private placement will be used for continued exploration and development of the Company's gold exploration projects in Mali, and for general corporate purposes.

Completion of the private placement is conditional upon receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange (TSX). In accordance with the rules of the TSX, shareholder approval is generally required where the number of common shares issued or made issuable pursuant to a private placement exceeds 25% of the number of currently issued and outstanding shares of the Company. The Company has applied to the TSX under the provisions of subsection 604(e) of the TSX Company Manual for an exemption from the shareholder approval requirement on the basis that the Company is in financial difficulty and does not have sufficient time to obtain shareholder approval. A special committee of independent directors of the Company has reviewed the amended terms of the proposed private placement, and determined that the terms are reasonable for the Company in the circumstances. The Company is confident that, upon completion of the proposed private placement, the financial position of the Company will be substantially improved. Use of the exemption under subsection 604(e) of the TSX Company Manual is subject to TSX approval.

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

North Atlantic has 25,723,741 common shares issued and outstanding (29,288,741shares on a fully diluted basis).

Please visit the Company's website to view project details and planned exploration programs.

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