Northern Spirit Resources Inc.
TSX VENTURE : NS

August 26, 2015 16:05 ET

Northern Spirit Resources Inc. Announces Details of Rights Offering

CALGARY, ALBERTA--(Marketwired - Aug. 26, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Northern Spirit Resources Inc. (the "Company")(TSX VENTURE:NS) announced today that it has set September 8, 2015 as the record date (the "Record Date") for the previously announced rights offering (the "Rights Offering") to the registered holders of common shares of the Company ("Common Shares"). Pursuant to the Rights Offering, each registered holder of Common Shares on the Record Date will receive one transferable right (a "Right") for every Common Share held. Every nine Rights will entitle the holder to purchase one Common Share at a price of $0.03375 until the Rights expire at 4:00 p.m. (Calgary time) on October 8, 2015 (the "Expiry Date"). There is no additional subscription privilege and no standby commitment in respect of the Rights Offering. The completion of the Rights Offering is not subject to the Company receiving any minimum amount of subscriptions from shareholders.

The Rights Offering will be made in each of the provinces of Canada, other than Quebec, and in such other jurisdictions where the Company is eligible to make such offering (the "Qualifying Jurisdictions"). Details of the Rights Offering are described in the Rights Offering Circular (as defined below) to be mailed to registered holders of Common Shares in connection with the Rights Offering as soon as practicable following the Record Date. A copy of the Rights Offering Circular can also be accessed under the Company's profile on www.sedar.com.

The Rights and the Common Shares issuable upon exercise thereof will be listed on the TSX Venture Exchange (the "TSXV"). The Common Shares are expected to commence trading on an ex-rights basis at the opening of business on September 3, 2015. This means that Common Shares purchased through the facilities of the TSXV on or following September 3, 2015 will not be entitled to receive Rights under the Rights Offering. At that time, the Rights are expected to be posted for trading on a "when issued" basis on the TSXV under the symbol "NS.RT". Trading of the Rights is expected to continue until 10:00 a.m. (Calgary time) on the Expiry Date.

In accordance with the terms of the reorganization and investment agreement dated July 6, 2015 among the Company and John McAleer, David Burghardt, Travis Stephenson, Robert Pinckston, Maureen Keough and Jeff Mazurak, subscribers in the Company's up to $25 million private placement (the "Private Placement"), the first tranche of which closed on July 31, 2015, have agreed or, in the case of subscribers in any subsequent tranche of the Private Placement, will agree not to participate in the Rights Offering and will not be entitled to exercise, sell or convey any Rights issued in respect of Common Shares acquired in the Private Placement or Common Shares issued on the exercise of warrants acquired in the Private Placement. Accordingly, a maximum of approximately 38,837,110 million Common Shares are issuable pursuant to the Rights Offering for maximum aggregate gross proceeds of approximately $1,310,752.46. The Company intends to use the proceeds of the Rights Offering to continue the development of its existing properties, to pursue organic growth initiatives, to fund potential acquisitions and for general working capital purposes.

Pursuant to the requirements under applicable securities legislation, a rights offering circular of the Company dated August 26, 2015 (the "Rights Offering Circular") has been filed with the securities regulatory authorities in the Qualifying Jurisdictions. The Rights Offering Circular and related materials will be delivered to all registered holders of Common Shares as of the Record Date. Rights certificates (the "Rights Certificates") will be issued and forwarded by the Company only to registered holders of Common Shares who are resident in one of the Qualifying Jurisdictions.

Registered holders of Common Shares wishing to exercise their Rights must forward the completed Rights Certificates together with the applicable funds to the subscription agent for the Rights Offering, Computershare Investor Services Inc. (the "Subscription Agent"), by 4:00 p.m. (Calgary time) on the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, should contact their intermediary for instructions on how to ensure their Rights are exercised.

Rights Certificates will not be issued and forwarded by the Company to shareholders not resident in the Qualifying Jurisdictions. Instead, Rights otherwise issuable to such holders will be issued to and held, as agent, by the Subscription Agent, which will use its reasonable commercial efforts to sell the Rights on behalf of all such holders prior to the Expiry Date and then forward the net proceeds pro rata to such holders.

Completion of the Rights Offering is subject to receiving all necessary regulatory approvals, including, but not limited to, the TSXV.

No U.S. Registration

The securities offered will not be or have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S of the Securities Act) or person in the United States, unless an exemption from such registration requirements is available. Certain shareholders in the United States will be permitted to participate in the rights offering upon satisfying the Company that such participation is lawful and in compliance with all applicable securities and other laws of the United States. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

About Northern Spirit Resources Inc.

Northern Spirit Resources Inc. is a public oil and gas company active in the exploration and development of oil and natural gas in east central Alberta.

Forward-Looking Cautionary Statements

The reader is advised that some of the information contained herein may constitute forward-looking statements within the meaning assigned by National Instrument 51-102 and other relevant securities legislation. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "scheduled", "potential", or other similar words, or statements that certain events or conditions "may", "should" or "could" occur. Forward-looking information contained herein includes, but is not limited to, statements with respect to: the completion of the Rights Offering, the amount of proceeds that may be raised and the use of the proceeds by the Company.

Forward-looking statements are based on the Company's expectations regarding its future growth, results of operations, production, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, plans for and results of drilling activity, environmental matters, business prospects and opportunities. Such forward-looking information reflects management's current beliefs and assumptions and is based on information currently available to it.

The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date hereof.

The Company does not undertake any obligation to release publicly any revisions to forward-looking information contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Forward-looking information involves significant known and unknown risks and uncertainties.

Any number of important factors could cause actual results to differ materially from those in the forward -looking statements including, but not limited to, the ability to implement corporate strategies, the state of domestic capital markets, the ability to obtain financing, changes in general market conditions and other factors more fully described from time to time in the reports and filings made by Northern Spirit with securities regulatory authorities.

Neither 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

  • Northern Spirit Resources Inc.
    200, 640 - 5th Avenue SW
    Calgary, Alberta T2P 3G4
    (403) 984-5197

    Northern Spirit Resources Inc.
    David Burghardt
    President & Chief Executive Officer
    Direct (403) 984-5195