49 North Group Announces Terms of Proposed Roll-Over Transaction

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


49 North Resources Inc. ("49 North") (TSX VENTURE:FNR) is pleased to announce
that the TSX Venture Exchange has conditionally accepted its "Proposed Roll-over
Transaction" with 49 North 2009 Resource Flow-Through Limited Partnership (the
"2009 Fund") originally announced November 6, 2009. 


The Proposed Roll-over Transaction is expected to close effective February 1,
2010. At closing, the 2009 Fund will transfer substantially all of its assets -
consisting of a portfolio of flow-through shares in 14 resource companies - to
49 North on a tax deferred "roll-over" basis in exchange for common shares of 49
North (the "Listed Shares"); immediately following which the 2009 Fund will be
wound-up and the Listed Shares distributed amongst its partners. For the purpose
of this transaction, the transferred assets of the 2009 Fund are expected to be
valued at approximately $7,569,756 and the Listed Shares valued at $1.74 per
share. As a result, a total of approximately 4,350,435 Listed Shares will be
issued, representing an expected exchange ratio of approximately 5.22 Listed
Shares for each of the 832,880 flow-through limited partnership units of the
2009 Fund currently outstanding. 


As a result of the Proposed Roll-over Transaction, the outstanding Listed Shares
of 49 North are expected to increase from the approximately 8,408,073 shares
presently outstanding to an estimated 12,758,508 shares, subject to what are
expected to be relatively minor adjustments to account for rounding and
unanticipated costs incurred by 49 North and/or the 2009 Fund during the period
from January 1, 2010 to the closing of the Proposed Roll-over Transaction.


49 North Resources Inc. 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.


The 2009 Fund is the sixth 49 North flow-through fund. An investment in the 2009
Fund serves as a window for investing in the Listed Shares in a manner that
permits investors to take advantage of risk reducing tax incentives associated
with investments in flow-through funds. By acquiring the stock exchange listed
shares of 49 North in the Proposed Roll-over Transaction, investors who choose
to do so may obtain additional tax benefits by contributing the Listed Shares
received to a self directed RRSP. 


Forward Looking Information: This release contains forward-looking information
within the meaning of applicable Canadian securities legislation, including
statements respecting the closing of the Proposed Roll-over Transaction, the
expected values of the 2009 Fund's assets for the purposes of the Proposed
Roll-over Transaction, the number of Listed Shares to be issued in the Proposed
Roll-over Transaction, the conversion ratio, the number of Listed Shares
outstanding following the closing of the Proposed Roll-over Transaction and
availability of tax incentives associated with the 2009 Fund and the Proposed
Roll-over Transaction. Forward-looking information involves known and unknown
risks, uncertainties and other factors that may cause actual results or events
to differ materially from those expressed or implied by such forward-looking
information. In addition, the forward-looking information contained in this
release is based upon what management believes to be reasonable assumptions.
Readers are cautioned not to place undue reliance on forward-looking information
as it is inherently uncertain and no assurance can be given that the
expectations reflected in such information will prove to be correct. The
forward-looking information in this release is made as of the date hereof and,
except as required under applicable securities legislation, the 2009 Fund and 49
North assume no obligation to update or revise such information to reflect new
events or circumstances.


The securities of the 2009 Fund and 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.