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NS

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Share Name Share Symbol Market Type
TSXV:NS TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Northern Spirit Resources Inc. Announces Closing of Private Placement

27/12/2013 8:43pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation") (TSX
VENTURE:NS) is pleased to announce that it has closed its previously announced
non-brokered private placement (the "Private Placement") of common shares in the
capital of the Corporation issued on a "flow-through" basis pursuant to the
Income Tax Act (Canada) ("Flow-Through Shares"). The Corporation issued an
aggregate of 13,333,333 Flow-Through Shares in the Private Placement, at a price
of $0.075 per Flow-Through Share for aggregate gross proceeds of $999,999.98,
inclusive of 6,000,067 Flow-Through Shares (aggregate gross proceeds of
$450,005.03) issued today in the final tranche of the Private Placement. The
Corporation paid cash finder's fees of $7,500 related to subscriptions for
1,666,666 of the Flow-Through Shares in the Private Placement.


The securities issued in this first tranche of the Private Placement are subject
to a four-month hold period under applicable securities laws, which hold period
expires on April 28, 2014. 


Northern Spirit expects to use the proceeds of the Private Placement to incur
qualifying Canadian Exploration Expenses or Canadian Development Expenses that
qualify as Canadian Exploration Expenses to fund its ongoing capital programs
prior to December 31, 2014. These qualifying expenses will be renounced to
subscribers as Canadian Exploration Expenses effective December 31, 2013.


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 final
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 fully 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Northern Spirit Resources Inc.
Kevin R. Baker Q.C.
President & Chief Executive Officer
(403) 476-7010


Northern Spirit Resources Inc.
John H. Cassels, Vice President Finance,
Chief Financial Officer and Secretary
(403) 476-7008


Northern Spirit Resources Inc.
850, 396 - 11th Avenue SW
Calgary, Alberta T2R 0C5
(403) 269-1715 (FAX)

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