Northern Spirit Resources Inc. Announces Third Closing of Private Placement Financing

CALGARY, ALBERTA--(Marketwired - Sept. 4, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation") (TSX VENTURE:NS) is pleased to announce that it has closed a third and final tranche of the previously announced non-brokered private placement ("Private Placement"), issuing an aggregate of 6,755,555 common shares in the capital of the Corporation ("Common Shares") at a price of $0.03375 per Common Share for total proceeds of approximately $0.23 million (the "Final Closing"). The securities issued pursuant to the Final Closing are subject to a four-month trade restriction which will expire January 5, 2016.

As announced on August 4 and August 31, 2015, respectively, the Corporation previously closed the first two tranches of the Private Placement issuing an aggregate of (i) 620,479,701 Common Shares at a price of $0.03375 per Common Share and (ii) 102,239,526 Units at a price of $0.03375 per Unit, to the new management team (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 $24.4 million.

The combined proceeds of the three tranches of the Private Placement is approximately $24.6 million, providing the Corporation with an anticipated cash position of approximately $23.3 million net of transaction costs with no debt.

The Private Placement remains subject to the final approval of the TSX Venture Exchange (the "TSXV"). 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 Corporation announced on August 26, 2015 that it has set September 8, 2015 as the record date (the "Record Date") for the previously announced rights offering (the "Rights Offering") to the registered holders of Common Shares of the Corporation. Pursuant to the Rights Offering, each registered holder of Common Shares on the Record Date will receive one transferable right (a "Right") for every Common Share held. Every nine Rights will entitle the holder to purchase one Common Share at a price of $0.03375 until the Rights expire at 4:00 p.m. (Calgary time) on October 8, 2015. There is no additional subscription privilege and no standby commitment in respect of the Rights Offering. The completion of the Rights Offering is not subject to the Corporation receiving any minimum amount of subscriptions from shareholders. Subscribers to the Private Placement are not eligible to participate in the Rights Offering. Accordingly, a maximum of approximately 38,837,110 million Common Shares are issuable pursuant to the Rights Offering for maximum aggregate gross proceeds of approximately $1.31 million.