Northern Spirit Resources Inc.
TSX VENTURE : NS

December 09, 2013 17:39 ET

Northern Spirit Resources Inc. Announces Private Placement of Flow-Through Common Shares

CALGARY, ALBERTA--(Marketwired - Dec. 9, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation") (TSX VENTURE:NS) is pleased to announce that it has commenced a non-brokered private placement for up to $1 million (the "Private Placement"). The Corporation will issue up to 13,333,333 common shares in the capital of the Corporation to be issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) ("Flow-Through Shares") to exempt buyers on a private placement basis at a price of $0.075 per Flow-Through Share.

Northern Spirit expects to use the proceeds of the Private Placement to incur qualifying Canadian Exploration Expenses or Canadian Development Expenses that qualify as Canadian Exploration Expenses to fund its ongoing capital programs prior to December 31, 2014. These qualifying expenses will be renounced to subscribers as Canadian Exploration Expenses effective December 31, 2013.

The Flow-Through Shares issued pursuant to the Private Placement will be subject to a four-month hold period from the closing date, which is anticipated to occur on or before December 31, 2013.

The Private Placement is subject to approval from the TSX Venture Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Northern Spirit in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. Person absent registration or an applicable exemption from the registration requirements of such Act or laws.

Cautionary Statements

This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the forgoing, this press release contains statements concerning the anticipated closing of the Private Placement and the anticipated use of the proceeds of the Private Placement.

Forward-looking statements or information are based on a number of material factors, expectations or assumptions of Northern Spirit which have been used to develop such statements and information but which may prove to be incorrect. Although Northern Spirit believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Northern Spirit can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Private Placement could be delayed if Northern Spirit is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Private Placement will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Private Placement will not be completed within the anticipated time or at all. The intended use of the proceeds of the Private Placement by Northern Spirit might change if the board of directors of the Corporation determines that it would be in the best interests of Northern Spirit to deploy the proceeds for some other Canadian Exploration Expense expenditures.

The forward-looking statements contained in this press release are made as of the date hereof and Northern Spirit undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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.
    Kevin R. Baker, Q.C.
    President & Chief Executive Officer
    Dir: (403) 476-7010

    Northern Spirit Resources Inc.
    John H. Cassels
    Vice President Finance, Chief Financial Officer and
    Secretary
    Dir: (403) 476-7008