CALGARY, ALBERTA--(Marketwired - Aug. 26, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Northern Aspect Resources Ltd. (TSX VENTURE:NTH.H) (the "Corporation"), a capital pool company, announces that it has completed the non-brokered private placement (the "Private Placement") of common shares announced on June 5, 2014, as amended, as announced on July 17, 2014.
The Private Placement, which included certain insiders of the Corporation, is comprised of 2,350,000 common shares ("Common Shares") of the Corporation at a price of $0.05 per share for aggregate gross proceeds of $117,500.
All securities issued pursuant to the Private Placement are subject to a hold period of four months and one day from the closing of the Private Placement.
The net proceeds of the Private Placement will be used towards identifying and evaluating businesses and assets with a view to completing a "Qualifying Transaction" and for general working capital purposes.
Under the Private Placement, Brian Hinchcliffe, President and Chief Executive Officer of the Corporation purchased 1,000,000 Common Shares and now owns and controls approximately 27.6% of the issued and outstanding Common Shares; John Thomson, Chief Financial Officer of the Corporation purchased 400,000 Common Shares and now owns and controls approximately 11.3% of the issued and outstanding Common Shares; Harry Dobson, a director of the Corporation indirectly purchased 500,000 Common Shares and now owns or controls approximately 18.8% of the issued and outstanding Common Shares; and Mike Sutton, a director of the Corporation purchased 400,000 Common Shares and now owns or controls approximately 10.0% of the issued and outstanding Common Shares. Their participation in the Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101"), which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transaction. This transaction is exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, pursuant to the distribution of securities for cash, fair market value not more than $2,500,000 and financial hardship exemptions as set forth in MI 61-101. Additionally, the NEX has exempted the Corporation from its requirement to obtain shareholder approval in connection with the Private Placement.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the participation therein by related parties of the Corporation were not settled until shortly prior to closing of the Private Placement and the Corporation wished to close on an expedited basis for sound business reasons.
Certain statements in this release are forward-looking statements, which include the anticipated use of the proceeds of the Private Placement. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of the Corporation. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Corporation undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.