TSX Venture Exchange symbol FNR
SASKATOON, Feb. 8, 2012 /CNW/ - 49 North Resources Inc. ("49 North")
(TSXV: FNR) reports that it has agreed to purchase the remaining shares
of its previously 89.5% owned subsidiary, Allstar Energy Limited
("Allstar"), for an aggregate purchase price of $1,250,000 payable
through the issuance of 288,462 common shares of 49 North at a deemed
price of $3.25 per share, cash consideration of $100,000 payable at
closing and issuance of an interest free promissory note in the amount
of $212,500 due April 30, 2012 (the "Acquisition"). 49 North acquired
its initial stake in Allstar in April, 2010.
Following completion of the Acquisition, 49 North will hold 100% of the
issued and outstanding shares of Allstar, which has the exclusive right
to explore for and extract oil and gas from approximately 42,000 acres
of highly prospective oil and gas land, all located in West Central
Saskatchewan. Since 49 North acquired its initial interest in Allstar
the company has drilled and completed 17 horizontal wells at Kindersley
and 6 vertical wells on its Red Pheasant property south of North
Closing of the Acquisition is subject to receipt of applicable
regulatory approvals, including the approval of the TSX Venture
Exchange. There are no finder's fees in respect to the Acquisition.
Mr. Daniel Drobot, a director of a subsidiary of 49 North, or and
associated entity of Mr. Drobot, indirectly owns or controls all the
purchased shares. As a result, the Acquisition constitutes a related
party transaction pursuant to Multilateral Instrument 61-101
("MI61-101") and TSX Venture Exchange Policy 5.9. 49 North is relying
on the "issuer not listed on specified markets" exemption in paragraph
5.5(b) of MI61-101 and the "fair market value not more than 25% of
market capitalization" exemption in paragraphs 5.5(a) and 5.7(a) of
MI61-101, or such other available exemptions contained in MI61-101, to
complete the Acquisition 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 purchased shares and the consideration
paid by 49 North therefore do not exceed 25% of 49 North's market
A material change report respecting the Acquisition will be filed less
than 21 days before the first anticipated closing date. This
abbreviated period is reasonable and necessary in the circumstances as
49 North wishes to complete the Acquisition 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 Saskatchewan focused resource investment company with
strategic operations in financial, managerial and geological advisory
services and merchant banking. Our diversified portfolio of assets
includes direct project involvement in the resource sector, as well as
investments in shares and other securities of junior and intermediate
mineral and oil and gas exploration companies. Additional information
about 49 North is available at www.sedar.com.
Forward Looking Information: This release contains forward-looking
information within the meaning of applicable Canadian securities
legislation. In particular but without limitation, this press release
includes references to closing of the Acquisition. 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, 49 North assumes no obligation to update or revise such
information to reflect new events or circumstances.
Neither 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 release.
SOURCE 49 North Resources Inc.
For further information:
49 North Resources Inc.
President and Chief Executive Officer
306-653-2692 or email@example.com.