SASKATOON, Feb. 15, 2013 /CNW/ - 49 North 2012 Resource Flow-Though
Limited Partnership (the "2012 Fund") announces that in connection with
the closing of a private placement offering by Wescan Goldfields Inc.
("Wescan") on December 31, 2012 it acquired ownership of 1,666,667
common shares and 833,334 common share purchase warrants ("Warrants")
of Wescan. Each Warrant entitles the holder thereof to acquire one
additional common share of Wescan at a price of $0.10 until December
31, 2014. In the event that the Warrants are fully exercised, these
holdings represent approximately 12.25% of the total issued and
outstanding common shares of Wescan as of February 12, 2013, calculated
on a partially diluted basis assuming the exercise of the Warrants
only. Mr. Tom MacNeill, the President, Chief Executive Officer and a
director of the general partner of the 2012 Fund also owns 280,587
common shares of Wescan directly (representing 1.43% of Wescan's
outstanding common shares) and 398 commons shares of Wescan indirectly
through T&N Holdings Inc. (representing 0.002% of Wescan's outstanding
common shares), and pursuant to a portfolio management agreement,
controls 1,507,612 common shares and 1,000,000 Warrants owned by 49
North Resources Inc. ("FNR").
Upon completion of the acquisition, the 2012 Fund holds 1,666,667 common
shares (representing 8.51% of Wescan's outstanding common shares), and
when combined with Mr. MacNeill's direct and indirect holdings and the
holdings of the 2012 Fund, Tom MacNeill will control 3,455,264 common
shares (representing 17.65% of Wescan's outstanding common shares). The
2012 Fund also holds 833,334 Warrants (representing 16.18% of the
Warrants), and when combined with the holdings of FNR, Mr. MacNeill
will control 1,833,334 Warrants (representing 35.6% of the Warrants).
In connection with the acquisition of securities, the 2012 Fund and
Wescan entered a subscription agreement providing for the issuance of
1,666,667 units for $0.06 per unit, each unit comprised of 1 common
share and a ½ Warrant.
The 2012 Fund acquired the securities in the private placement for
investment purposes. The 2012 Fund may in the future take such actions
in respect of its holdings as it may deem appropriate in light of the
circumstances then existing, including acquiring ownership or control
over additional common shares, Warrants or other securities of Wescan
or the disposition of all or a portion of its holdings in open market
or in privately negotiated transactions.
The subscription for units was carried out in accordance with and in
reliance on the "accredited investor" exemption in section 2.3 of
National Instrument 45-106 - Prospectus and Registration Exemptions which has been adopted by the securities regulatory authorities in all
Provinces of Canada and which exempts the transfer and issue of such
securities from the registration and prospectus requirements of
applicable securities law.
The 2012 Fund, FNR, T&N Holdings Inc. and Tom MacNeill may be considered
to be joint actors under applicable securities legislation. However,
the issuance of this press release is not an admission that any entity
named in this press release owns or controls any of the securities
described in this press release or is a joint actor with any other
entity named in this press release.
A copy of the early warning report in respect of this transaction has
been filed with the applicable securities commissions and can be found
SOURCE: 49 North 2012 Resource Flow-Through Limited Partnership
For further information:
49 North 2012 Resource Flow-Through Limited Partnership
Suite 602, 224 4th Avenue South
Saskatoon, Saskatchewan, Canada, S7K 5M5
President and Chief Executive Officer
306-653-2692 or firstname.lastname@example.org.