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Northern Spirit Draws Working Capital From Private Placement

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Northern Spirit Draws Working Capital From Private Placement

  • Total proceeds of approximately $23.6 million.
  • Proceeds will be used to continue the development of Northern Spirit's existing properties, to pursue organic growth initiatives, to fund potential acquisitions and for working capital.
  • Previously announced appointment of the New Management Team was completed.
  • Change of the Corporation's name to "Altura Energy Inc."


Northern Spirit Resources Inc. has announced that it 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 $0.03375 per Common Share and (ii) 98,740,741 units of the Corporation at a price of $0.03375 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 $0.0449 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 equaling or exceeding $0.0675, $0.0901 and $0.1124, 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 fund potential acquisitions and for working capital. The securities issued pursuant to the Closing are subject to a four-month trade restriction which will expire December 1, 2015.

Northern Spirit is also pleased to announce that, 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 & 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. The Corporation is also pleased to announce that, contemporaneous with the Closing, the previously announced appointment of the New Directors was completed. The board of directors of the Corporation is now comprised of 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.

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 Limited Partnership 2012 (Andylan LP) acquired the ownership of 148,148,148 Common Shares at a price of $0.03375 per Common Share, for investment purposes. The 148,148,148 Common Shares acquired by Andylan LP represent approximately 14.1% 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 at www.sedar.com and by contacting John McAleer from Andylan LP at 403-215-0857.



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