CALGARY, ALBERTA–(Marketwired – Dec. 2, 2013) – Canadian Spirit Resources Inc. (TSX VENTURE:SPI)(OTCBB:CSPUF) (“CSRI” or the “Corporation”) announces that it is proposing to undertake, subject to TSX Venture Exchange approval, two concurrent non-brokered private placements.
One placement will be up to 13.3 million units (“Units”) at a price of $0.30 per Unit for total gross proceeds of up to $4.0 million. Each Unit will consist of one common share of the Corporation and one-half of one common share purchase warrant (“Warrants”). Each whole Warrant will entitle the holder to purchase an additional common share of the Corporation for a period of one year at an exercise price of $0.30 per share. The placement of Units is expected to close on or about December 6, 2013.
The second placement will be up to 42.1 million common shares of the Corporation on a flow-through basis pursuant to the Income Tax Act (“Flow-Through Shares”) at a price of $0.34 per share for total gross proceeds of up to $14.3 million. The Flow-Through Shares issued pursuant to this placement will entitle, subject to various income tax considerations, Canadian investors to a renunciation in 2013 of Canadian Exploration Expense expenditures to be made by CSRI up to December 31, 2014 equal to 100% of their total subscription value. The placement of Flow-Through Shares is expected to close on or about December 20, 2013.
Investors may subscribe for Units or Flow-Through Shares or both. The Corporation may pay a finder’s fee of up to 6% in cash, excluding subscriptions by directors, officers, employees or other insiders of the Corporation.
The transaction is a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
(“MI 61-101”) as the following insiders intend to participate in the private placements by purchasing the following securities, respectively: Elmag Investments Inc., 10.0 million Units; Alfred B. Sorensen, Chief Executive Officer and Director, 833,333 Units and 735,294 Flow-Through Shares; Joseph Iannicelli, Chairman and Director, 333,333 Units; Donald R. Gardner, Director, 33,333 Units and 147,059 Flow-Through Shares; Phillip D.C. Geiger, President and Chief Operating Officer, 100,000 Units; and Dean G. Hill, VP Finance and Chief Financial Officer for 100,001 Units.
Upon completion of the private placements the purchasing insiders will own the following percentages of the outstanding common shares of the Corporation (assuming full exercise of the Warrants) depending on whether there are other subscribers to the private placements: Elmag Investments Inc., 21.82 to 30.68%; Alfred B. Sorensen, 3.92 to 5.51%; Joseph Iannicelli, 0.98 to 1.38%; Donald R. Gardner, 0.62 to 0.87%; Phillip D.C. Geiger, 0.39 to 0.54%; and Dean G. Hill, 0.10 to 0.14%.
The transaction is exempt from the formal valuation and minority shareholder vote requirements of MI 61-101 as the fair market value of the insiders’ participation in the private placement does not exceed 25% of the Corporation’s market capitalization.
All the securities issued pursuant to the private placements will be subject to a four month restricted resale period under Canadian securities laws.
The net proceeds of the proposed private placements will be used to further the Corporation’s planned Montney drilling program and tie-in at Farrell Creek, British Columbia and for general corporate purposes.
CSRI is a natural resources Corporation focusing on the identification and development of opportunities in the unconventional natural gas sector of the energy industry.
On behalf of the Board of Directors
CANADIAN SPIRIT RESOURCES INC.
Alfred Sorensen, Chief Executive Officer & Secretary
The corporate information contained in this news release may contain forward-looking forecast information. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonably accurate by CSRI at the time of preparation, may prove to be incorrect. The actual results achieved during the forecast period will vary from the information provided herein and the variations may be material. Consequently there is no representation by CSRI that actual results achieved during the forecast period will be the same in whole or in part as those forecast.
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 NEWS RELEASE.
Canadian Spirit Resources Inc.