Northern Spirit Resources Inc.
TSX VENTURE : NS

December 05, 2011 16:11 ET

Northern Spirit Resources Inc. Announces Filing of Filing Statement

CALGARY, ALBERTA--(Marketwire - Dec. 5, 2011) - Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation") (TSX VENTURE:NS) is pleased to announce that it has completed the filing on SEDAR of the Corporation's filing statement dated November 29, 2011 (the "Filing Statement"), as referred to in the Corporation's press releases dated September 20, 2011 and October 20, 2011. The Filing Statement is available for viewing on the Corporation's SEDAR profile at www.sedar.com. The Filing Statement has been filed in connection with the Corporation's acquisition (the "Acquisition") of all of the issued and outstanding common shares of Cascade Resources Inc. ("Cascade"), a private Alberta company actively engaged in oil and gas development and exploration activities in east central Alberta and west central Saskatchewan, pursuant to the rules of the TSX Venture Exchange Inc. (the "TSXV"). The Acquisition will constitute a reverse takeover of Northern Spirit by Cascade pursuant to the rules of the TSXV. The TSXV has granted conditional approval of the Acquisition and an exemption from the TSXV's sponsorship requirement in connection with the Acquisition. Closing of the Acquisition remains subject to the final approval of the TSXV.

The trading of the shares of Northern Spirit will remain halted until after the closing of the Acquisition, which is expected to occur on or about December 15, 2011.

Cautionary Statements

Completion of the Acquisition is subject to a number of conditions, including but not limited to, final TSXV acceptance and disinterested shareholder approval. The Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Northern Spirit should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Acquisition and has neither approved or disapproved the contents of this press release.

Except for statements of historical fact, this press release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. These forward-looking statements sometimes include words to the effect that management of Northern Spirit or Cascade, as applicable, believes or expects a stated condition or result. All estimates and statements that describe Northern Spirit's and Cascade's future plans are forward-look statements. Forward-looking statements such as the receipt of all applicable TSXV, regulatory and shareholder approvals required in respect of the Acquisition and the expected timing of closing of the Acquisition are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. There are uncertainties inherent in forward-looking information, including factors beyond Cascade's and Northern Spirit's control, and no assurance can be given that the Acquisition will be completed as anticipated or at all. Northern Spirit undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in Northern Spirit's filings with Canadian securities regulators, including the Filing Statement, which filings are available at www.sedar.com.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Northern Spirit Resources Inc.
    Richard Boyd
    403-619-9934
    403-269-2655 (FAX)

    Northern Spirit Resources Inc.
    James Tanner
    403-701-2200
    403-269-2655 (FAX)

    Northern Spirit Resources Inc.
    200, 604 - 1st Street SW
    Calgary, Alberta T2P 1M7