/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./
SASKATOON, Jan. 24, 2013 /CNW/ - 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 2011 Resource Flow-Through Limited Partnership (the "2011 Fund")
and 49 North 2012 Resource Flow-Through Limited Partnership (the "2012
Fund", and together with the 2011 Fund the "Vendors") originally
announced January 10, 2013.
The Proposed Rollover Transaction is expected to close effective
February 1, 2013. At closing, the Vendors will transfer substantially
all of their assets - consisting of a portfolio of flow-through shares
in seventeen resource companies - to 49 North, each on a tax deferred
"rollover" basis in exchange for common shares of 49 North (the "Listed
Shares"). As soon as possible following each closing, the Listed
Shares received by the 2011 Fund for its assets will be distributed to
the limited partners of the 2011 Fund, and the Listed Shares received
by the 2012 Fund for its assets will be distributed to the limited
partners of the 2012 Fund, all on a pro rata and tax deferred basis
upon the dissolution of each of the 2011 Fund and the 2012 Fund (the
"Proposed Rollover Transaction").
For the purpose of this transaction, and as disclosed in the prospectus
for each of the 2011 Fund and the 2012 Fund, the value of the Listed
Shares was calculated using the weighted average trading price of such
shares during the 30 days prior to the entering of the agreements
respecting the Proposed Rollover Transactions on January 10, 2012.
The transferred assets of the 2011 Fund are expected to be valued at
approximately $5,534,463 and the Listed Shares valued at $1.62 per
share. As a result, a total of approximately 3,416,335 Listed Shares
will be issued, representing an expected exchange ratio of
approximately 5.2352 Listed Shares for each of the 652,500 flow-through
limited partnership units of the 2011 Fund currently outstanding. The
transferred assets of the 2012 Fund are expected to be valued at
approximately $3,480,995 and the Listed Shares again valued at $1.62
per share. As a result, a total of approximately 2,148,762 Listed
Shares will be issued, representing an expected exchange ratio of
approximately 5.3065 Listed Shares for each of the 404,890 flow-through
limited partnership units of the 2012 Fund currently outstanding.
As a result of the Proposed Rollover Transaction, the outstanding Listed
Shares of 49 North are expected to increase from the 15,628,980 shares
presently outstanding to an estimated 21,194,304 shares, subject to
what are expected to be relatively minor adjustments to account for
rounding and unanticipated costs incurred by 49 North and/or Vendors
during the period from January 10, 2013 to the closing of the Proposed
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.
The 2011 Fund and the 2012 Fund are the eighth and ninth 49 North
flow-through funds. An investment in these types of funds 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 Transactions,
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 Rollover Transaction, the expected values of the respective
Vendor's assets and liabilities for the purposes of the Proposed
Rollover Transaction, the number of Listed Shares to be issued in the
Proposed Rollover Transaction, the conversion ratios, the number of
Listed Shares outstanding following the closing of the Proposed
Rollover Transaction and availability of tax incentives associated with
the 2011 Fund, the 2012 Fund and the Proposed Rollover 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 2011 Fund, the
2012 Fund and 49 North assume no obligation to update or revise such
information to reflect new events or circumstances.
The securities of the 2011 Fund, the 2012 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.
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 firstname.lastname@example.org.