Northern Spirit Resources Inc. announces initial closing of private
placement
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/
CALGARY,
Dec. 14, 2012 /CNW/ - Northern Spirit
Resources Inc. ("Northern Spirit" or the
"Corporation") (TSXV: NS) is pleased to announce that it has
closed the second tranche of its previously announced non-brokered
private placement (the "Private Placement") of units
("Units") of the Corporation. In this second tranche,
the Corporation has issued an aggregate of 7,000,000 Units to
exempt buyers on a private placement basis at a price of
$0.05 per Unit for aggregate gross
proceeds of $350,000.
Each Unit consists 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 issuance (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 issuance.
The securities issued in this second tranche of
the Private Placement are subject to a four-month hold period under
applicable securities laws, which hold period expires on
April 15, 2013.
Proceeds from this second tranche of Private
Placement will be used to further the Corporation's operational
program and for general working capital purposes.
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 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.