/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/
CALGARY, Nov. 30, 2012 /CNW/ - Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation") (TSXV: NS) is pleased to announce that it has commenced a
non-brokered private placement for up to $6 million (the "Private Placement"). The Corporation will issue up to 120 million units ("Units") to exempt buyers on a private placement basis at a price of $0.05 per
Unit, with each Unit consisting of one common share ("Common Share") of the Corporation and one Common Share purchase warrant (a "Warrant") of the Corporation. Each Warrant will entitle the holder to purchase
one additional Common Share at a price of: (i) $0.075 per Common Share
from date that is 12 months from the date of closing of the Private
Placement (the "Initial One Year Term"); and (ii) $0.10 per Common Share for the period from the expiry of
the Initial One Year Term until the date that is three years from the
date of closing of the Private Placement.
Proceeds from the Private Placement will be used to further the
Corporation's operational program and for general working capital
purposes. The Private Placement is expected to close in one or more
closings on or before December 31, 2012.
The securities issued pursuant to the Private Placement will be subject
to a four-month hold period from the applicable closing date.
The Private Placement is subject to approval from the TSX Venture
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.
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 timing of
the closing or closings 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 purposes.
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.
SOURCE: Northern Spirit Resources Inc.
For further information:
Northern Spirit Resources Inc.
850, 396 - 11th Avenue SW
Calgary, Alberta T2R 0C5
Fax: (403) 269-1715
Kevin R. Baker Q.C., President & Chief Executive Officer
Dir: (403) 476-7010
John H. Cassels, Vice President Finance, Chief Financial Officer and Secretary
Dir: (403) 476-7008