SASKATOON, SK, Jan. 3, 2012 /CNW/ - Kimpar Resources Inc. ("Kimpar"), an 80% owned subsidiary of 49 North Resources Inc. ("49 North") (TSXV: FNR), both of 602, 224 - 4th Avenue South, Saskatoon, Saskatchewan, announce that in connection with the closing of the Qualifying Transaction for Capstock Financial Inc. ("Capstock") (TSXV: CPK) on December 30, 2011, Kimpar acquired ownership of 22,150,000 common shares of Capstock (representing 67.86% of Capstock's outstanding common shares). Following the transaction, Kimpar holds 67.86% of the issued and outstanding shares of Capstock.
In connection with the acquisition of securities, Kimpar and Capstock entered into an asset purchase agreement providing for the satisfaction of the purchase price for 246 mining claims of Kimpar and information related thereto, in part, through the issuance of 17,150,000 common shares of Capstock to Kimpar at a deemed price of $0.35 per share, as well as the contemporaneous sale of 5,000,000 Capstock common shares by third parties to Kimpar at a price of $0.10 per share.
Kimpar acquired the securities for investment purposes. Kimpar and 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 Capstock or the disposition of all or a portion of its holdings in open market or in privately negotiated transactions.
The acquisition of the 17,150,000 common shares was carried out in accordance with and in reliance on the "Petroleum, natural gas and mining properties" exemption in section 2.13 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.
Kimpar and 49 North 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.
For further information:
Kimpar Resources Inc.
418-534-1212 or [email protected]
49 North Resources Inc.
President and Chief Executive Officer
306-653-2692 or [email protected]