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FNR 49 North Resources Inc

0.025
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
49 North Resources Inc TSXV:FNR TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.025 0.025 0.035 0 01:00:00

49 North Completes Second Closing of Its Private Placement

14/07/2009 10:06pm

Marketwired Canada


NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES.


Mr. Tom MacNeill, President and CEO of 49 North Resource Fund Inc. ("49 North")
(TSX VENTURE:FNR), announced today that the company has raised gross proceeds in
an amount equal to CDN $746,795.50 at the second and final closing of its
private placement. A total of 271,562 units were sold at an issue price of CDN
$2.75 per unit. Each unit is comprised of one common share and one common share
purchase warrant, exercisable at CDN $3.50 within the next 2 years.


The proceeds from the private placement will be used for direct project
development as well as investing in junior and intermediate exploration
companies. The common shares, warrants and common shares underlying the warrants
are subject to a hold period that expires on November 14, 2009.


MGI Securities Inc., the lead agent, and Genuity Capital Markets are agents for
the private placement and received a fee comprised of a commission and a work
fee totaling CDN $59,743.70 for this closing. As additional consideration 49
North issued 27,156 broker warrants and agreed to pay a commission of 3.0% of
any amount the company receives from the exercise of any warrant underlying the
units.


Mr. Stephen Halabura, a director of 49 North, subscribed for 40,000 units giving
him approximately 0.005% of the outstanding common shares of 49 North upon
closing. Twenty Thousand (20,000) of the units purchased by Mr. Halabura were
issued in exchange for the transfer to 49 North of certain shares of Prairie
Hunter Energy Corporation (a private company) by Mr. Halabura (the "Transferred
Securities"). All of the Transferred Securities meet 49 North's investment
criteria and the valuation of the Transferred Shares was approved on behalf of
49 North by a committee comprised of independent members of its board of
directors.


The participation by Stephen Halabura in the private placement in the manner
disclosed above constitutes a related party transaction pursuant to Multilateral
Instrument 61-101 ("MI61-101") and TSX Venture Exchange Policy 5.9 (the "Related
Party Transaction"). 49 North is relying on the "issuer not listed on specified
markets" exemption in paragraph 5.5(b) of MI61-101, the "fair market value not
more than 25% of market capitalization" exemption in paragraphs 5.5(a) and
5.7(a) of MI61-101 and the "certain transactions in the ordinary course of
business" exemption in paragraphs 5.5(d) and 5.7(c) of MI61-101, or such other
available exemptions contained in MI61-101 to complete the Related Party
Transaction without obtaining an independent valuation or minority shareholder
approval that would otherwise be required.


The facts supporting 49 North's reliance on the exemptions enumerated above
include that the company is listed on the TSX Venture Exchange, the fair market
value of the Transferred Securities and the consideration paid by 49 North
therefor do not exceed 25% of 49 North's market capitalization and 49 North's
core business since inception has been to acquire and aggressively manage a
portfolio of resource securities, focusing predominantly on junior and
intermediate resource companies with exploration programs in Saskatchewan.


A material change report respecting the Related Party Transaction will be filed
less than 21 days before the anticipated closing date of the private placement
offering. This abbreviated period is reasonable and necessary in the
circumstances as 49 North wishes to complete the offering in a timely manner. A
copy of this material change report will be provided to any shareholder of 49
North upon request, without charge.


49 North is a resource investment, financial and managerial advisory and
merchant banking company that invests in the Canadian resource sector, with an
emphasis on junior and intermediate mineral exploration companies with
activities in Saskatchewan. Additional information about the company is
available at www.sedar.com.


Forward Looking Information: This release contains forward-looking information
("FOFI") regarding possible future events that are based upon assumptions. FOFI
involves known and unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those anticipated in such
FOFI. Readers are cautioned not to place undue reliance on FOFI as it is
inherently uncertain and no assurance can be given that the expectations
reflected in such information will prove to be correct. The FOFI in this release
is made as of the date hereof and 49 North assumes no obligation to update or
revise such information to reflect new events or circumstances.


The securities of 49 North have not been registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements. This release is issued for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of any securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.


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