Mr. Luka Capin reports
NORTHERN LIGHTS ANNOUNCES CLOSING OF NSR ROYALTY TRANSACTION AND PROPOSED SHARES FOR DEBT SETTLEMENT
Northern Lights Resources Corp. has completed the previously announced sale of the company's 1-per-cent net smelter return (NSR) royalty on the Medicine Springs project, located in Elko county, Nevada, United States, for total cash consideration of $2.2-million (U.S.) to an indirect wholly owned subsidiary of Torex Gold Resources Inc.
The company would also like to announce a proposed debt settlement pursuant to which the company intends to issue up to 1.63 million common shares in the capital of the company at a deemed price of 12 cents per settlement share to settle an aggregate of $195,600 in outstanding indebtedness owing to certain creditors of the company, including officers and consultants.
The settlement shares will be issued in accordance with the policies of the Canadian Securities Exchange. All settlement shares issued pursuant to the debt settlement will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. Completion of the debt settlement remains subject to certain conditions, including receipt of all necessary regulatory approvals, including approval of the CSE.
Luka Capin, chief executive officer of Northern Lights, stated: "The successful closing of the Medicine Springs royalty transaction marks a significant milestone for Northern Lights. This non-dilutive capital strengthens our balance sheet while allowing us to streamline the portfolio and focus on our highest-impact exploration assets in Canada. In parallel, the completion of the debt settlement further enhances our financial position by reducing liabilities and aligning stakeholders with the long-term success of the company. We are now well positioned to advance our Pup and Horetzky projects and deliver meaningful value for shareholders."
Certain creditors participating in the debt settlement include insiders of the company representing $21,600 of the indebtedness. The participation of such insiders will constitute a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the settlement shares to be issued to insiders nor the consideration paid exceeds 25 per cent of the company's market capitalization. No new control person is expected to be created as a result of the debt settlement.
The debt settlement is expected to close no earlier than five business days from the date of this news release and remains subject to CSE acceptance.
In connection with the transaction, the company has agreed to a 5-per-cent finder's fee in cash, subject to CSE acceptance.
About Northern Lights Resources Corp.
Northern Lights Resources is a growth-oriented exploration and development company advancing three key projects: the Horetzky copper project, located in the Babine porphyry belt of central British Columbia, the Pup copper project in the Yukon and the 100-per-cent-owned, Secret Pass gold project located in Arizona.
Northern Lights trades under the ticker of NLR on the Canadian Securities Exchange, NLRCF on the OTC and ZH0 on the Frankfurt Stock Exchange.
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