SASKATOON, Oct. 16, 2013 /CNW/ - 49 North Resources Inc. ("49 North")
(TSXV: FNR), 602, 224 - 4th Avenue South, Saskatoon, Saskatchewan, announces that in connection
with the closing of the sale of all of the issued and outstanding
shares of CVG Mining Ltd. ("CVG Mining") to Omineca Mining and Metals
Ltd. ("Omineca") (TSXV: OMM), 49 North received 44,145,900 common
shares of Omineca, representing approximately 67.4% of the post-closing
issued and outstanding common shares of Omineca, as well as a
$5,400,000 principal amount 8% unsecured convertible debenture (the
"Convertible Debenture"). Prior to the closing of the transaction, 49
North owned 1,424,855 common shares of Omineca. Mr. Tom MacNeill,
President, Chief Executive Officer and a director of 49 North also
owned 358,250 common shares of Omineca.
Following the transaction, 49 North holds 45,570,755 common shares
(representing 69.6% of Omineca's outstanding common shares) and the
Convertible Debenture, which is convertible into 7,200,000 common
shares of Omineca (assuming conversion prior to the first anniversary
date at $0.75 per share, and does not include the conversion of accrued
interest which may be converted at the greater of the minimum price per
share permitted by the TSXV and the prevailing conversion price
applicable to the principal amount at the time of conversion). The
Convertible Debenture represents 100% of the outstanding convertible
debentures of Omineca. When combined with Tom MacNeill's holdings, Mr.
MacNeill will own, control or direct 45,929,005 common shares
(representing 70.1% of Omineca's outstanding common shares) and the
Convertible Debenture convertible into 7,200,000 common shares
(representing all of the outstanding convertible debentures).
In connection with the acquisition of securities, Omineca entered into a
share purchase agreement made effective July 1st, 2013 (the "Share Purchase Agreement") with, amongst other parties,
four subsidiaries of 49 North, being Newsk Emerging Resources Ltd.,
101197159 Saskatchewan Ltd., 101197165 Saskatchewan Ltd. and 101197166
Saskatchewan Ltd. The Share Purchase Agreement provides for the
satisfaction of the purchase price for all the issued and outstanding
shares of CVG Mining, in part, through the issuance of 47,471,548
common shares of Omineca to the vendors at a deemed price of $0.35 per
share, as well as the issuance of the Convertible Debenture to 49
North. Contemporaneously with the closing, Newsk Emerging Resources
Ltd., 101197159 Saskatchewan Ltd., 101197165 Saskatchewan Ltd. and
101197166 Saskatchewan Ltd. were each wound up and dissolved.
49 North acquired the securities for investment purposes. 49 North 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 or other
securities of Omineca or the disposition of all or a portion of its
holdings in open market or in privately negotiated transactions.
The acquisition of the common shares and Convertible Debenture was
carried out in accordance with and in reliance on the "Asset
acquisition" exemption in section 2.12 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 prospectus requirements of applicable securities
49 North 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.
President and Chief Executive Officer
306-653-2692 or email@example.com.