Northern Spirit Resources Inc.
TSX VENTURE : NS

August 31, 2015 09:52 ET

Northern Spirit Resources Inc. Announces Second Closing of Private Placement Financing and Appointment of Vice President, Finance & Chief Financial Officer

CALGARY, ALBERTA--(Marketwired - Aug. 31, 2015) -

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Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation") (TSX VENTURE:NS) is pleased to announce that it has closed the second tranche of the previously announced non-brokered private placement ("Private Placement"), issuing an aggregate of (i) 18,885,089 common shares in the capital of the Corporation ("Common Shares") at a price of $0.03375 per Common Share and (ii) 3,498,785 units of the Corporation ("Units") at a price of $0.03375 per Unit, to the new management team (the "New Management Team") and other individuals identified by the New Management Team, for total proceeds of approximately $0.75 million (the "Closing"). Each Unit consists of one Common Share and one Common Share purchase performance warrant ("Performance Warrant") entitling the holder to acquire one Common Share at an exercise price of $0.0449 per Common Share within five years from the date of issuance with one-third vesting each upon the occurrence of the 20-day weighted average trading price of the Common Shares equaling or exceeding $0.0675, $0.0901 and $0.1124, respectively. The securities issued pursuant to the Closing are subject to a four-month trade restriction which will expire December 29, 2015.

On August 4, 2015 the Corporation announced that it had closed the first tranche of the Private Placement issuing an aggregate of (i) 601,594,612 Common Shares at a price of $0.03375 per Common Share and (ii) 98,740,741 Units at a price of $0.03375 per Unit, to the New Management Team and new board of directors (the "New Directors") together with other individuals and financial institutions identified by the New Management Team, for total proceeds of approximately $23.6 million

The combined proceeds of both tranches of the Private Placement is approximately $24.4 million providing the Corporation with an anticipated cash position of approximately $23.1 million net of transaction costs with no debt.

The Private Placement remains subject to the final approval of the TSX Venture Exchange (the "TSXV"). The proceeds from the Private Placement will be used to continue the development of Northern Spirit's existing properties, to pursue organic growth initiatives, to fund potential acquisitions and for working capital.

The Corporation announced on August 26, 2015 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. 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. Subscribers to the Private Placement are not eligible to participate in the Rights Offering. 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 $1.31 million.

Following the Closing but not including the anticipated Rights Offering, the Corporation has approximately 1,072.3 million Common Shares outstanding (basic) and 1,239.3 million Common Shares outstanding (fully diluted). It is anticipated that the shareholders of Northern Spirit will be asked to approve a change of the Corporation's name to "Altura Energy Inc.", and to approve a consolidation of the Common Shares of the Corporation at a meeting to be held in conjunction with other corporate business.

Northern Spirit is also pleased to announce the appointment of Tavis Carlson to Vice President, Finance & Chief Financial Officer, effective September 1, 2015.

Mr. Carlson is a Chartered Accountant with 13 years of financial and management experience, focused on public Canadian oil and gas companies. Mr. Carlson was Vice President, Finance and Chief Financial Officer of Bellamont Exploration Ltd. from 2009 until its purchase by Storm Resources Ltd. in 2012. Such role involved significant A&D (asset and corporate) and equity financing activities as he oversaw the overall finance and accounting functions of the firm.

Most recently, Mr. Carlson was the Controller of Manitok Energy Inc. from 2012 to August 2015, with responsibility for the accounting department and the cash flow forecasting and budgeting process. Earlier, Mr. Carlson worked in various accounting roles at Ryan Energy Technologies, ARC Resources Ltd., and PricewaterhouseCoopers LLP.

Mr. Carlson graduated from the University of Alberta in 2002 with a Bachelor of Commerce degree and has been a member of the Institute of Chartered Accountants of Alberta since 2005.

About Northern Spirit Resources Inc.

Northern Spirit Resources Inc. is a public oil and gas Corporation 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. It includes, but is not limited to, statements with respect to: the use of proceeds of the Private Placement; the proposed name change of Northern Spirit; the growth strategy proposed by the New Management Team; and the ability to obtain the final approval of the TSXV in respect of the Private Placement. 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 is based on the Corporation'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 Corporation 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 Corporation 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.

Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to, shareholder, regulatory and third party approvals not being obtained in the manner or timing set forth in the reorganization and investment agreement dated July 6, 2015, 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 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.

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 and Chief Executive Officer
    Direct (403) 984-5195