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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 Updates the Details of Its Private Placement

28/05/2009 11:18pm

Marketwired Canada


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


49 North Resource Fund Inc. ("49 North") (TSX VENTURE:FNR) has determined that
Tom MacNeill, President and CEO of the company, intends to subscribe for up to
25% of the private placement, such that after closing, Mr. MacNeill will own
approximately 14.9% of the outstanding common shares of 49 North. The units of
49 North purchased by Mr. MacNeill will be issued to Mr. MacNeill in exchange
for the transfer to 49 North of certain shares of resource issuers acceptable to
49 North that are currently held by Mr. MacNeill personally (the "Transferred
Securities"). The Transferred Securities will be valued using substantially the
same method of calculation 49 North used to complete the February 2, 2009
"roll-over transactions" with 49 North 2008 Resource Flow-Through Limited
Partnership and 49 North 2008-II Resource Flow-Through Limited Partnership,
except that the valuation will be approved on behalf of 49 North by a committee
comprised of the independent members of its board of directors. 49 North
believes that no new insiders will be created as a result of the share exchange.


The participation by Tom MacNeill 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 intends to rely on the "issuer not listed on
specified markets" exemption in paragraph 5.5(b) 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 and its 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. All of the
Transferred Securities meet the company's investment criteria and, and the time
of this release, 49 North already holds securities of each of the issuer's of
the Transferred Securities in its investment portfolio.


Completion of the proposed private placement remains subject to the negotiation,
execution and delivery of definitive agreements and applicable regulatory
approvals. Any securities to be issued will be subject to a hold period of four
months from the closing date in accordance with the rules and policies of the
TSX Venture Exchange and applicable Canadian securities laws.


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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