Northern Spirit Resources Inc.

October 05, 2015 07:00 ET

Northern Spirit Resources Inc. Issues Reminder of Expiry of Rights, Announces Approval of Resolutions at Special Meeting, and Provides an Update on Share Consolidation and Name Change

CALGARY, ALBERTA--(Marketwired - Oct. 5, 2015) - Northern Spirit Resources Inc. (TSX VENTURE:NS)


Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation") (TSX VENTURE:NS) is providing a reminder that the rights (the "Rights") issued by the Corporation under its rights offering announced on August 26, 2015 expire at 4:00 p.m. (Calgary time) on October 8, 2015 (the "Expiry Date"). Every nine Rights will entitle the holder to purchase one common share of the Corporation ("Common Share") at a price of $0.03375 until the Rights expire.

The Rights are listed on the TSX Venture Exchange ("TSXV") under the symbol "NS.RT" and are fully transferable through the facilities of the TSXV. Trading in the rights on the TSXV will cease at 10:00 a.m. (Calgary time) on the Expiry Date. Registered holders of Common Shares eligible to participate in the rights offering and wishing to exercise their Rights must forward the completed rights certificates together with the applicable funds to the subscription agent for the rights offering, Computershare Investor Services Inc., by 4:00 p.m. (Calgary time) on the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, should contact their intermediary for instructions on how to ensure their Rights are exercised.

At the special meeting of Northern Spirit shareholders held on September 30, 2015, shareholders approved the following:

  1. resolution to consolidate the issued and outstanding Common Shares in two consecutive share consolidations (the "Consolidations") on such basis as the directors of the Corporation may determine, provided that the first consolidation (the "First Consolidation") shall not be greater than on a 10 to 1 basis and the second consolidation shall not be greater than on a 4 to 1 basis;
  2. resolution to amend the Corporation's articles to change the name of the Corporation to "Altura Energy Inc." (the "Name Change"); and
  3. resolution authorizing the amendment of the Corporation's articles to explicitly stipulate that the Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares (the "Authorized Capital Amendment").

The Corporation intends to effect the First Consolidation, the Name Change and the Authorized Capital Amendment shortly after expiry of the Rights. The Name Change and the Consolidations are subject to the approval of the TSX Venture Exchange.

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 timing of the Name Change, the First Consolidation and the Authorized Capital Amendment; and the ability to obtain the approval of the TSXV for the Name Change and the First Consolidation. 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 Corporation's 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.
    (403) 984-5197

    David Burghardt
    President and Chief Executive Officer
    (403) 984-5195