15:37:30 EDT Tue 23 Apr 2024
Enter Symbol
or Name
USA
CA



Northern Spirit Resources Inc
Symbol NS
Shares Issued 347,033,993
Close 2015-07-31 C$ 0.045
Market Cap C$ 15,616,530
Recent Sedar Documents

Northern Spirit closes $23.6-million financing

2015-08-04 09:46 ET - News Release

Mr. David Burghardt reports

NORTHERN SPIRIT RESOURCES INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING AND APPOINTMENT OF NEW MANAGEMENT TEAM

Northern Spirit Resources Inc. has closed the previously announced non-brokered private placement, issuing an aggregate of (i) 601,594,612 common shares in the capital of the corporation at a price of 3.375 cents per common share and (ii) 98,740,741 units of the corporation at a price of 3.375 cents per unit to the new management team and new board of directors, together with other individuals and financial institutions identified by the new management team, for total proceeds of approximately $23.6-million. Each unit consists of one common share and one common share purchase performance warrant entitling the holder to acquire one common share at an exercise price of 4.49 cents 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 equalling or exceeding 6.75 cents, 9.01 cents and 11.24 cents, respectively. The private placement remains subject to the final approval of the TSX Venture Exchange. Further proceeds may be raised pursuant to the private placement in subsequent closings, subject to the previously announced maximum of $25-million. 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 finance potential acquisitions and for working capital. The securities issued pursuant to the closing are subject to a four-month trade restriction which will expire Dec. 1, 2015.

Contemporaneous with the closing, the previously announced appointment of the new management team was completed. The new management team is led by David Burghardt as president and chief executive officer, Travis Stephenson as vice-president, engineering, Rob Pinckston as vice-president, exploration, Maureen Keough as vice-president, land, and Jeff Mazurak as vice-president, operations. Northern Spirit's current vice-president, chief financial officer and secretary, John Cassels, will continue in his role on an interim basis until a permanent chief financial officer is confirmed by the corporation. Contemporaneous with the closing, the previously announced appointment of the new directors was completed. The board of directors of the corporation now comprises Darren Gee, Brian Lavergne, Robert Maitland, John McAleer and David Burghardt. 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.

The required disinterested shareholder approval of the private placement and the new management team was obtained by Northern Spirit by receipt of written consents from holders of more than 50 per cent of the issued and outstanding common shares.

Northern Spirit confirms that it intends to conduct the previously announced rights offering by way of a rights offering circular which will be mailed to all shareholders as of the record date for such offering. Pursuant to the rights offering, each shareholder will be issued one right for each common share held as of the record date, entitling that holder to purchase one common share for each nine rights held at an exercise price of 3.375 cents per common share at or before the expiry time of the rights offering, following which all outstanding rights shall terminate and expire. There will be no backstop or standby commitment for the rights offering and shareholders will not be offered an additional subscription privilege. Subscribers in the private placement shall not be entitled to participate in the rights offering. The rights offering is subject to applicable regulatory approval, including the TSX-V.

Following the closing (but not including the anticipated rights offering), the corporation has approximately 1,049.9 million common shares outstanding (basic) and 1,213.4 million common shares outstanding (fully diluted). The fully diluted value includes approximately 98.7 million performance warrants issued pursuant to the private placement and share purchase warrants exercisable into an aggregate of approximately 64.8 million common shares at an exercise price of 10 cents expiring Dec. 31, 2015. Including the proceeds of the closing, the corporation is anticipated to have a net cash position of approximately $22.4-million with no debt.

Pursuant to the private placement, Andylan Investors LP 2012 acquired the ownership of 148,148,148 common shares at a price of 3.375 cents per common share, for investment purposes. The 148,148,148 common shares acquired by Andylan LP represent approximately 14.1 per cent of the issued and outstanding common shares. Andylan LP does not presently have any future intention to acquire ownership of, or control over, additional securities of Northern Spirit. Andylan LP will file an early warning report, pursuant to National Instrument 62-103, in respect of its acquisition of common shares, which report will be available on Northern Spirit's SEDAR profile and by contacting John McAleer from Andylan LP at 403-215-0857.

The new management team would like to thank the current board of directors and members of the current management team of Northern Spirit for their co-operation in the reorganization of the corporation, and announces that their resignations have occurred contemporaneous with closing of the private placement. The new management team and new directors appreciate the support of the corporation's new institutional and individual shareholders through the private placement, and believe that the corporation's strengthened balance sheet provides a strong initial platform for profitable future growth in the current business environment.

We seek Safe Harbor.

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