High North Resources Ltd. Amends Its Proposal to Debentureholders

CALGARY, ALBERTA--(Marketwired - March 30, 2015) -

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High North Resources Ltd. (TSX VENTURE:HN) (the "Company" or "High North") has amended the terms of its proposal to holders (the "Debentureholders") of debentures (the "Debentures") expiring April 4, 2015 (the "Maturity Date"), previously announced in its press release of March 13, 2015 (the "Press Release"). The revised proposal to amend (the "Revised Indenture Amendments") the convertible debenture indenture entered into between High North and Computershare Trust Company of Canada (the "Trustee") dated April 4, 2014 (the "Indenture") reflects comments High North received from Debentureholders in connection with the amendments proposed in the Press Release.

High North will seek approval of the Revised Indenture Amendments at an extraordinary meeting of Debentureholders pursuant to a proposed plan of arrangement under the Business Corporations Act (British Columbia) to be held on May 21, 2015 (the "Meeting").

Waiver of Default

High North has received the approval of approximately 85% of the principal amount of Debentures to waive the event of default until the earlier of: (i) the conclusion of the Meeting (or any postponement(s) or adjournments(s) thereof); or (ii) the cancellation of the Meeting (or any postponement(s) or adjournment(s) thereof) for any reason, except if the Extraordinary Resolution (as defined herein) has been validly adopted in writing by the Debentureholders; or (iii) July 30, 2015. Accordingly, High North will not be in default of its obligations under the Indenture as at the Maturity Date.

Revised Indenture Amendments

If approved, the Revised Indenture Amendments will provide the Debentureholders with three options (the "Options"). The following are the key elements of the Options:

• Option A shall:
  • give High North a one-time redemption right whereby the outstanding principal amount of the Debentures may be converted by the Company up to and including July 30, 2015 (such date of redemption, the "Redemption Date") into common shares of the Company (the "Common Shares") at a redemption price (the "Redemption Price") equal to $0.06; and
  • allow High North to pay all of the accrued and unpaid interest (except, interest on the interest accrued and unpaid from the Maturity Date, up to but not including the Redemption Date, which shall be waived) due on the Redemption Date, up to but not including the Redemption Date, in Common Shares, at the Redemption Price.
• Option B shall:
  • extend the Maturity Date to October 4, 2016;
  • adjust the annual interest rate to 6.00% per annum, calculated annually and not in advance, not compounded and payable in cash only, effective from April 4, 2015;
  • provide that interest will accrue, effective from the Maturity Date, and will be payable on October 4, 2016;
  • reduce the conversion price of the Debentures from $0.85 per Common Share to $0.10 per Common Share, subject to customary anti-dilution adjustments in the event of a stock consolidation, stock splits, stock dividends and other such events; and
  • allow High North to pay all of the accrued and unpaid interest due on the Maturity Date in Common Shares, at the Redemption Price.
• Option C shall:
  • provide each Debentureholder with the option to elect for a portion, in denominations of $1,000 and integral multiples thereof, of its Debentures to be allocated to each of Option A and to Option B.

The Revised Indenture Amendments reflect comments of the Debentureholders on Option B and include: (i) the extension of the Maturity Date to October 4, 2016 (previously announced in the Press Release to be proposed as April 4, 2017), and (ii) the reduction of the conversion price of the Debentures from $0.85 per Common Share to $0.10 per Common Share (previously announced in the Press Release to be proposed as $0.18 per Common Share).