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 law.
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 at www.sedar.com.
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 protected].