/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.
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