|By Marketwired .||
|December 23, 2013 08:01 PM EST||
CALGARY, ALBERTA -- (Marketwired) -- 12/23/13 -- Canadian Spirit Resources Inc. (TSX VENTURE: SPI)(OTCBB: CSPUF) ("CSRI" or the "Corporation") announces that, effective December 20, 2013, it has closed the Units and Flow-Through Shares non-brokered private placements previously announced December 2, 2013. The Corporation is also pleased to announce that on December 20, 2013 it has issued a $3.0 million secured subordinated convertible debenture (the "Debenture") to a private company.
In the first private placement, the Corporation issued 3,400,000 Units at a price of $0.30 per Unit for total gross proceeds of $1.0 million. Each Unit consists of one common share of the Corporation and one half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Corporation at $0.30 up to December 20, 2014. Finders' fees of $24,000 were paid in consideration of this private placement.
In the second private placement, the Corporation issued 6,176,030 Flow-Through Shares at a price of $0.34 per share for total gross proceeds of $2.1 million. Finders' fees of $106,131 were paid in consideration of this private placement.
The Corporation's Board of Directors and Executive Officers participated in both private placements and purchased an aggregate of 1,481,666 Units and 898,530 Flow-Through Shares.
As a result of the closing of both private placements, there are now 100,124,691 common shares of CSRI outstanding.
The convertible debenture has been put in place with a current insider shareholder of the Corporation, Elmag Investments Inc. Upon approval by a majority of the disinterested shareholders of the Corporation and subject to approval from the TSX Venture Exchange, the Debenture shall automatically convert, on the date of such TSX Venture Exchange approval, into 10,000,000 Units of the Corporation, each Unit consisting of one common share of the Corporation and one half of one common share purchase warrant. Each whole warrant will entitle Elmag Investments Inc. to purchase one common share of the Corporation at $0.30 up to December 20, 2014. The maturity date of the Debenture is February 28, 2014 with interest on the principal amount being calculated at a rate of 5.0% per annum. The Debenture is secured but is subordinated to the Corporation's existing line of credit. If the Debenture receives the appropriate approvals and is converted into Units, Elmag Investments Inc. will own 28,584,000, or 25.9%, of the common shares of the Corporation. If all the warrants from the Units private placement and the Debenture conversion are exercised, Elmag Investments Inc. will own 33,584,000, or 28.7%, of the common shares of the Corporation.
All securities issued or issuable as a result of both private placements and the Debenture conversion are subject to a hold period under Canadian securities laws until April 21, 2014.
The total net proceeds of $6.0 million from both the private placements and the convertible debenture 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.