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NS

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0.00 (0.00%)
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. Provides Update on Business Combination With Cascade Resources Inc.

20/10/2011 7:00pm

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Northern Spirit Resources Inc. (TSXV:NS)
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Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation") (TSX VENTURE:NS) is pleased to provide the following update with respect to the proposed acquisition (the "Acquisition") of all of the issued and outstanding common shares of Cascade Resources Inc. ("Cascade"), as previously announced by Northern Spirit on September 20, 2011. Cascade is a private Alberta company actively engaged in oil and gas development and exploration activities in east central Alberta and west central Saskatchewan. It is anticipated that upon closing of the Acquisition the Corporation will be classified as a Tier 1 Oil and Gas Issuer on the TSX Venture Exchange Inc. ("TSXV"). The Acquisition will constitute a reverse takeover of Northern Spirit by Cascade pursuant to the policies of the TSXV.

Northern Spirit and Cascade continue to work towards finalizing the Acquisition pursuant to the terms of the formal amalgamation agreement dated September 16, 2011 entered into by them, with closing expected to take place on or about late November 2011.

Trading of the Northern Spirit Shares remains halted under TSXV rules. Trading will resume upon the TSXV accepting all remaining required documentation in connection with the Acquisition and upon an exemption from the sponsorship requirement being granted or a upon a sponsor being engaged. The Corporation will issue subsequent news releases as required, as the Acquisition proceeds towards closing.

Cautionary Statements

Completion of the Acquisition is subject to a number of conditions, including but not limited to, TSXV acceptance and disinterested shareholder approval. The Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement of the Corporation to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Northern Spirit should be considered highly speculative.

Except for statements of historical fact, this news release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. These forward-looking statements sometimes include words to the effect that management of Northern Spirit believes or expects a stated condition or result, including the expected timing for Closing of the Acquisition. All estimates and statements that describe Northern Spirit's and Cascade's future plans are forward-looking statements. Forward-looking statements such as the receipt of all applicable TSXV, regulatory and shareholder approvals required in respect of the Acquisition and the anticipated classification of the Corporation on the TSXV following completion of the Acquisition are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. There are uncertainties inherent in forward-looking information, including factors beyond Cascade's and Northern Spirit's control, and no assurance can be given that the Acquisition will be completed as anticipated or at all. Northern Spirit undertakes no obligation to update forward-looking information if circumstances or management's opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in Northern Spirit's filings with Canadian securities regulators, which filings are available at www.sedar.com.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

The TSXV has in no way passed upon the merits of the proposed Acquisition and has neither approved or disapproved the contents of this press release.

Contacts: Northern Spirit Resources Inc. Richard Boyd 403-619-9934 403-269-2655 (FAX) Northern Spirit Resources Inc. James Tanner 403-701-2200 403-269-2655 (FAX) Northern Spirit Resources Inc. 200, 604 - 1st Street SW Calgary, Alberta T2P 1M7

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