Northern Spirit Resources Inc.
TSX VENTURE : NS

December 18, 2014 12:57 ET

Northern Spirit Resources Inc. Announces Private Placement of Flow-Through Common Shares and Normal Course Issuer Bid for Its Common Shares

CALGARY, ALBERTA--(Marketwired - Dec. 18, 2014) -

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 to raise gross proceeds of up to $1 million (the "Private Placement"). Pursuant to the Private Placement, the Corporation will issue up to 10,000,000 common shares 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 $0.10 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, 2015. These qualifying expenses will be renounced to subscribers as Canadian Exploration Expenses effective December 31, 2014.

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, 2014.

The Private Placement is subject to approval from the TSX Venture Exchange (the "TSXV").

Northern Spirit is also pleased announce its intention to commence a normal course issuer bid (the "Bid"), subject to approval of the TSXV, to purchase for cancellation, from to time, as it considers advisable, up to 23,151,344 of the issued and outstanding common shares ("Common Shares") of the Corporation (being approximately 10% of the Northern Spirit's public float as of December 17, 2014). Purchases will be made on the open market through the facilities of the TSXV. Acumen Capital Finance Partners Limited will conduct the Bid on behalf of Northern Spirit. The price at which the Corporation will pay for any Common Shares purchased will be the prevailing market price of such Common Shares on the TSXV at the time of such purchase. The actual number of Common Shares that may be purchased for cancellation and the timing of any such purchases will be determined by Northern Spirit.

The Bid will commence on or around December 24, 2014 and will terminate on the earlier of December 24, 2015 or the date on which Northern Spirit has acquired all of the Common Shares sought pursuant to the bid. Any Common Shares acquired by the Corporation pursuant to the Bid will be cancelled.

The Board of Directors of Northern Spirit believes that, from time to time, the market price of the Common Shares may not fully reflect the underlying value of the Common Shares and that at such times the purchase of Common Shares pursuant to the Bid would be in the best interests of Northern Spirit. Such purchases will increase the proportionate interest of, and may be advantageous to, all remaining shareholders. In addition, the purchases by Northern Spirit may increase liquidity to shareholders wishing to sell their Common Shares.

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 purchase of up to % of the Common Shares under the Bid, the approval of the TSXV to proceed with the Bid, 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 Bid may be delayed if Northern Spirit is not able to obtain the approval of the TSXV on the timelines it has planned. The Bid will not be completed at all if TSXV approval is not obtained. Northern Spirit may not purchase any Common Shares pursuant to the Bid. Additionally, 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
    (403) 476-7010

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

    Northern Spirit Resources Inc.
    850, 396 - 11th Avenue SW
    Calgary, Alberta T2R 0C5
    (403) 269-1715 (FAX)