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 at www.sedar.com.
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 [email protected].