Northern Spirit Resources Inc.

November 04, 2009 14:28 ET

Northern Spirit Resources Inc.: Announces a Proposed Acquisition of Gold Creek Area Working Interest

CALGARY, ALBERTA--(Marketwire - Nov. 4, 2009) -


James N. Tanner, President of Northern Spirit Resources Inc. (TSX VENTURE:NS) (the" Corporation"), announces that the Corporation has entered into an agreement with 1250900 Alberta Ltd ("1250900") to acquire a 12% working interest in 15 sections in the Gold Creek area of Alberta (the "Gold Creek Interest"). The consideration is $780,000 payable by the issuance of 2,000,000 shares of the Corporation at a deemed price of $350,000 or $0.175 each and the assumption of $430,000 debt owed by 1250900 to James N. Tanner and Richard F. Boyd.

James N. Tanner and Richard F. Boyd, officers and directors of the Corporation are officers and directors of 1250900; Ronald S. Maurice is a director of both Corporations and as such the transaction requires shareholder approval which will be sought at the Annual and Special Meeting to be held on November 10, 2009. The Independent Committee of the Corporation comprised of Lamont C. Tolley and Frank M. Lowe and the independent directors of 1250900 have approved the transaction. The completion of the transaction is subject to the approval of the TSX Venture Exchange and shareholder approval at the Annual and Special meeting of the shareholders on November 10, 2009, which vote will exclude the 3.5 million shares held by Messrs. Tanner, Boyd and Maurice.

The Gold Creek Interests are undeveloped oil and gas leases, which were acquired by 1250900 at a Crown sale in 2008 at a price of approximately $900,000. 1250900 will retain approximately a 4% working interest. The Independent Committee has ordered an independent evaluation of the Gold Creek Interest from Independent Land Evaluations Inc. of Calgary, Alberta which has set the value of the entire approximately 16.4% interest of 1250900 at $1,065,217. Accordingly, the value of the 12% Gold Creek Interest is approximately $780,000.

Following the transaction, 1250900 will own 2,000,000 of the Corporation's then issued 11,923,078 shares (or approximately 16.8%). 1250900 may dividend or otherwise distribute the 2,000,000 shares to its shareholders in which case Messrs. Tanner and Boyd will receive 302,000 shares and Mr. Maurice will receive 100,666 shares, but it will not increase their percentage ownership of the Corporation's shares.

WARNING: the Corporation relies upon litigation protection for "forward looking" statements. The information in this release may contain forward-looking information under applicable securities laws. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Factors that may cause actual results to vary material include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, currency fluctuations, unanticipated operational or technical difficulties, changes in laws or regulations, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. Readers are cautioned not to place undue reliance on this forward-looking information. The Corporation does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

Neither the 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.

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