TSX Venture Exchange symbol FNR
SASKATOON, Feb. 15, 2013 /CNW/ - 49 North Resources Inc. ("FNR") (TSXV:
FNR) announces that in connection with the closing of its rollover
transaction with 49 North 2012 Resource Flow-Through Limited
Partnership (the "2012 Fund") on February 4, 2013 (effective February
1, 2013), it acquired ownership of 1,666,667 common shares and 833,334
common share purchase warrants ("Warrants") of Wescan Goldfields Inc.
("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. Prior to the closing of the rollover transaction, FNR owned
1,507,612 common shares of Wescan (representing 7.70% of Wescan's
outstanding common shares) and 1,000,000 Warrants. Mr. Tom MacNeill,
the President, Chief Executive Officer and a director of FNR 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).
Upon completion of the acquisition, FNR holds 3,174,279 common shares
(representing 16.22% of Wescan's outstanding common shares), and when
combined with Mr. MacNeill's holdings directly and indirectly, Tom
MacNeill will control 3,455,264 common shares (representing 17.65% of
Wescan's outstanding common shares). FNR also holds 1,833,334 Warrants
(representing 35.6% of the Warrants), and in the event that the
Warrants are fully exercised, the holdings controlled by Tom MacNeill
represents a total of 5,288,598 common shares of Wescan, or
approximately 24.70% of all issued and outstanding common shares as at
February 12, 2013, calculated on a partially diluted basis assuming the
exercise of the Warrants only.
In connection with the acquisition of securities, FNR and the 2012 Fund
entered into a transfer agreement providing for the private sale of the
1,666,667 common shares and the 833,334 Warrants by the 2012 Fund to
FNR at a price of $0.075 per share and ½ Warrant for an aggregate
purchase price of $150,000.
FNR acquired the securities in the rollover transaction for investment
purposes. FNR 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 re-sale of the common shares and Warrants 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
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.
Suite 602, 224 4th Avenue South
Saskatoon, Saskatchewan, Canada, S7K 5M5
President and Chief Executive Officer
306-653-2692 or firstname.lastname@example.org.