Northern Spirit Resources Inc. Announces Private Placement of Flow-through Common Shares

    




 /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/ 

 CALGARY, Dec. 23, 2011 /CNW/ - Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation")  is pleased to announce that it has commenced a  non-brokered private placement for up to $1 million (the "Private Placement").  The Corporation will issue up to 10,000,000 common shares in the  capital of the Corporation to be issued on a "flow-through" basis  pursuant to the Income Tax Act (Canada) ("Flow-Through Shares") to exempt buyers on a private placement basis at a price of $0.10 per  Flow-Through Share. 

 Northern Spirit expects to use the proceeds of the Private Placement to  incur qualifying Canadian Development Expenses to fund its ongoing  capital programs prior to December 31, 2012.  These qualifying Canadian  Development Expenses will be renounced to subscribers as Canadian  Exploration Expenses effective December 31, 2011. 

 The Flow-Through Shares issued pursuant to the Private Placement will be  subject to a four-month hold period from the closing date, which is  anticipated to occur on or before December 30, 2011. 

 The Private Placement is subject to approval from the TSX Venture  Exchange. 

 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 closing of  the Private Placement and 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 Canadian Development Expense expenditures.  

 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. 

Northern Spirit Resources Inc.


CONTACT:  Northern Spirit Resources Inc.850, 396 - 11th Avenue SWCalgary, Alberta T2R 0C5Fax: [phone]Kevin R. Baker Q.C., President & Chief Executive OfficerDir:  [phone]John H. Cassels, Vice President Finance, Chief Financial Officer andSecretaryDir:  [phone] 


    

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