Mr. Paul Starnino reports

HIGH NORTH RESOURCES LTD. AMENDS ITS PROPOSAL TO DEBENTUREHOLDERS

High North Resources Ltd. has amended the terms of its proposal to holders of debentures expiring April 4, 2015, previously announced in its press release of March 13, 2015. The revised proposal to amend the convertible debenture indenture entered into between High North and Computershare Trust Company of Canada dated April 4, 2014, reflects comments High North received from debentureholders in connection with the amendments proposed in the press release.

High North will seek approval of the revised indenture amendments at an extraordinary meeting of debentureholders pursuant to a proposed plan of arrangement under the Business Corporations Act (British Columbia) to be held on May 21, 2015.

Waiver of default

High North has received the approval of approximately 85 per cent of the principal amount of debentures to waive the event of default until the earlier of: (i) the conclusion of the meeting (or any postponement(s) or adjournments(s) thereof); (ii) the cancellation of the meeting (or any postponement(s) or adjournment(s) thereof) for any reason, except if the extraordinary resolution (as defined herein) has been validly adopted in writing by the debentureholders; or (iii) July 30, 2015. Accordingly, High North will not be in default of its obligations under the indenture as at the maturity date.

Revised indenture amendments

If approved, the revised indenture amendments will provide the debentureholders with three options. The following are the key elements of the options:

• Option A shall:
  • Give High North a one-time redemption right whereby the outstanding principal amount of the debentures may be converted by the company up to and including July 30, 2015, into common shares of the company at a redemption price equal to six cents;
  • Allow High North to pay all of the accrued and unpaid interest (except interest on the interest accrued and unpaid from the maturity date, up to but not including the redemption date, which shall be waived) due on the redemption date, up to but not including the redemption date, in common shares, at the redemption price.
• Option B shall:
  • Extend the maturity date to Oct. 4, 2016;
  • Adjust the annual interest rate to 6.00 per cent per annum, calculated annually and not in advance, not compounded, and payable in cash only, effective from April 4, 2015;
  • Provide that interest will accrue, effective from the maturity date, and will be payable on Oct. 4, 2016;
  • Reduce the conversion price of the debentures from 85 cents per common share to 10 cents per common share, subject to customary anti-dilution adjustments in the event of a stock consolidation, stock splits, stock dividends and other such events;
  • Allow High North to pay all of the accrued and unpaid interest due on the maturity date in common shares, at the redemption price.
• Option C shall:
  • Provide each debentureholder with the option to elect for a portion, in denominations of $1,000 and integral multiples thereof, of its debentures to be allocated to each of Option A and to Option B.

The revised indenture amendments reflect comments of the debentureholders on Option B and include: (i) the extension of the maturity date to Oct. 4, 2016 (previously announced in the press release to be proposed as April 4, 2017), and (ii) the reduction of the conversion price of the debentures from 85 cents per common share to 10 cents per common share (previously announced in the press release to be proposed as 18 cents per common share).

Management and the board of directors believe that the revised indenture amendments offer an enhanced solution, are in the best interests of the debentureholders and the company's other stakeholders, and provide a number of benefits, including the following:

1. Reducing the company's financial liabilities and/or deferring payments under the indenture until Oct. 4, 2016;
2. Improving the company's financial liquidity and sustainability for continuing operations and asset development;
3. Enabling management and the board to focus on enhancing long-term value for its stakeholders;
4. Enabling the company to continue as a going concern.

High North intends to continue to operate as usual and will carry on satisfying its trade creditors, customers and employees in the ordinary course of business.

The debentureholders will be entitled to vote on an extraordinary resolution to approve the revised indenture amendments, and upon approval, the revised indenture amendments will be implemented by way of a supplemental convertible debenture indenture entered into between High North and the trustee on or before July 30, 2015. The extraordinary resolution must be passed by the favourable votes of the debentureholders of not fewer than 66-2/3 per cent of the principal amount of the outstanding debentures present in person or represented by proxy at the meeting and voted upon on a poll on the extraordinary resolution.

Each debentureholder will be asked to return to High North an executed election form indicating which of the options the debentureholder elects and the amount of debentures subject to each option. Assuming the extraordinary resolution is passed, any debentureholder who does not provide an election form, or who does not properly indicate in the election form which of the options it elects, will be deemed to have elected to select Option A in respect of all of the debentures held by that debentureholder.

Board recommendation

The board has unanimously concluded that the revised indenture amendments are in the best interests of High North and recommends that the debentureholders vote for the revised indenture amendments.

The meeting and additional information

The meeting will be held at First Canadian Centre, conference room, 350 7th Ave. Southwest, Calgary, Alta., T2P 3N9, on May 21, 2015, at 10 a.m. (Mountain Daylight Time). The record date for determining the debentureholders entitled to receive notice of and vote at the meeting is April 6, 2015.

Additional information about the revised indenture amendments and the meeting will be provided in an information circular expected to be mailed to debentureholders on or about April 22, 2015.

The revised indenture amendments will not require any action by the company's shareholders and are not subject to any shareholder vote.

The revised indenture amendments are subject to certain conditions, including, but not limited to, receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

We seek Safe Harbor.