Northern Spirit Resources Inc. Provides Update on Business Combination With Cascade Resources Inc.
20 Outubro 2011 - 4:00PM
Marketwired
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
Northern Spirit Resources Inc. (TSXV:NS)
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