VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 29, 2013) -
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Mr. Colin Soares, President of High North Resources Ltd. (TSX VENTURE:HN) (the "Company" or "High North") is pleased to report the closing of its previously announced acquisition of all of the issued and outstanding securities of Valleyview Exploration Inc. (the "Transaction") on July 24, 2013 ("Closing Date"). The Company issued 10,000,000 common shares at a deemed price of $0.33 per share to the shareholders of Valleyview, representing an aggregate purchase price of $3,300,000. The Transaction was conditionally approved by the TSX Venture Exchange ("TSX-V") on May 3, 2013. In addition, the Company has previously paid a non-refundable deposit of $100,000 to Valleyview.
Non-Brokered Private Placement
Concurrent with the completion of the Transaction, the Company completed the first tranche of a non-brokered private placement financing of $3,379,945, consisting of the issuance of 6,492,700 units at a price of $0.35 per unit for proceeds of $2,272,445 and 2,768,750 flow-through common shares at a price of $0.40 per flow-through common share for proceeds of $1,107,500. Each unit consisted of one common share and one-half common share purchase warrant, with each whole warrant entitling the holder to acquire one common share for $0.50 within 24 months. All securities issued under the private placement are subject to a statutory hold period expiring on November 25, 2013. The proceeds from the private placement will be used to drill the first test well the Valleyview lands and for general working capital purposes. The second tranche of the proposed financing is scheduled to close by the end of August 2013. In connection with the private placement, the Company paid three arm's length parties finder's fees cash in the amount of $59,263.76.
After giving effect to the Transaction and the private placement, the Company will have 33,426,150 common shares outstanding.
Upon completion of the Transaction, the Company granted stock options to directors, officers and employees to purchase 2,000,000 shares of the company for a period of 5 years at an exercise price of $0.35 per share pursuant to the Company's stock option plan. The granting of the options is subject to all necessary regulatory approvals.
Valleyview is a privately held Alberta oil and gas exploration and development company whose principal asset is a Farmout Agreement to acquire 111 sections of prospective oil and gas leases in the Peace River Arch area of north western Alberta. The oil and gas leases are strategically concentrated into seven blocks with hydrocarbon potential ranging from the Cretaceous Dunvegan through to the Devonian Granite Wash formation. Immediately offsetting the northeasterly leases, an independent unrelated company is developing Montney oil and some wells adjacent to Valleyview's leases are producing at initial rates of 500 boe/d. Valleyview leases may also be prospective for Duvernay oil with a recent offset well flowing high gravity oil from this formation. It is anticipated that drilling and completion costs will be substantially less than in the Kaybob area as both the Montney and Duvernay formations lie at relatively shallower depths.
Board of Directors and Management
The Company's current board and management will remain with the Company and will collectively bear management and stewardship of the Company upon completion of the Transaction. On closing of the transaction, Roger Bethell, a geologist and founder of Valleyview, will be appointed to the board of directors of the Company. Mr. Bethell has over 40 years experience in the Western Canadian Sedimentary Basin with various private and public companies. The Company may consider adding additional individuals with oil and gas expertise to management and the board as it sees fit.
Neither the 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.
This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although High North believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of High North's management on the date the statements are made. Except as required by law, High North undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES 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 IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.