FNR 49 North Resources Inc

49 North Resource Fund Inc. (TSX VENTURE:FNR) is pleased to announce that the
TSX Venture Exchange has conditionally accepted its "proposed roll-over
transactions" with 49 North 2008 Resource Flow-Through Limited Partnership
(2008-I Fund) and 49 North 2008-II Resource Flow-Through Limited Partnership
(2008-II Fund) which are expected to close effective February 2, 2009.


At closing, the 2008-I Fund will transfer substantially all of its assets -
consisting of a portfolio of flow-through shares and warrants in 20 resource
companies - to FNR on a tax deferred "roll-over" basis in exchange for common
shares of FNR; immediately following which the 2008-I Fund will be wound-up and
the FNR shares distributed amongst its partners. For the purpose of this
transaction, the transferred assets of the 2008-I Fund are expected to be valued
at approximately $4,065,000 and the common shares of FNR valued $2.425 per
share. As a result, a total of approximately 1,676,000 shares will be issued,
representing an exchange ratio of approximately 1.83 FNR shares for each of the
915,655 flow-through limited partnership units of the 2008-I Fund that are
currently outstanding.


On the same day, the 2008-II Fund will also transfer its investment portfolio,
at an estimated value of approximately $1,834,089, on a tax deferred "roll-over"
basis to FNR in exchange for approximately 756,000 FNR shares, representing an
exchange ratio of approximately 3.45 FNR shares for each of the 219,110
currently outstanding flow-through limited partnership units of the 2008-II
Fund.


As a result of the two transactions, the outstanding shares of FNR are expected
to increase from the approximately 1,802,000 common shares that are presently
outstanding to an estimated 4,235,000 shares, subject to what are expected to be
relatively minor adjustments to account for costs incurred by FNR and/or the
respective Flow Through Funds during the period from January 1, 2009 to the
closing of the transactions.


FNR, founded in 2005, is a Saskatoon, Saskatchewan based resource investment,
financial and managerial advisory and merchant banking company. Its principal
business is investing in a diversified portfolio of shares and other securities
of mineral and oil & gas issuers - focussing predominantly on junior and
intermediate issuers with exploration programs in Saskatchewan - with a view to
achieving capital appreciation of the portfolio.


The 2008-I and 2008-II Funds are, respectively, the third and fourth 49 North
flow-through funds, each of which serves as a window for investing in the listed
shares of FNR in a in a manner that permits investors to take advantage of risk
reducing tax incentives associated with investments in "flow-through" shares.
FNR originally announced its intention to enter into the "proposed roll-over
transaction" with the 2008-I Fund in February of 2008 in conjunction with the
2008-I Fund's initial public offering of flow-through units that was completed
in May of 2008 and announced its intention to complete the "proposed roll-over
transaction" with the 2008-II Fund in conjunction with the private placement
offering of flow-through units of the 2008-II Fund that closed in December of
2008. Prior to December 31, 2008, the "available funds" of both Funds were
invested in flow-through shares of resource issuers under agreements pursuant to
which the respective issuers have agreed to incur and renounce Canadian
exploration expenses (CEE) to the respective Funds. For income tax purposes,
subject to certain limitations as more particularly described in the 2008-I
Fund's prospectus dated February 12, 2008 and the 2008-II Fund's offering
memorandum dated September 12, 2008, as amended November 25, 2008, investors in
the flow-through Funds will be able to claim deductions from income with respect
to their pro rata share of the CEE so renounced and may also be able to claim
non-refundable federal and Saskatchewan provincial income tax credits in respect
of investments in so-called "super flow-through" shares of these resource
companies. By acquiring stock exchange listed shares of FNR in the "proposed
roll-over transactions", investors who choose to do so may obtain additional tax
benefits by contributing their FNR shares to a self-directed RRSP.


This release includes forward forward-looking information. Unknown risks,
uncertainties and other factors may cause actual results or events to differ
from those anticipated in such forward-looking information. Without limiting the
generality of the foregoing, all values in this release with respect to the
"proposed roll-over transactions", other than the value of FNR shares for the
purpose of the transactions, are estimates as at December 31, 2008, are
unaudited and are subject to change.


This release is provided for information purposes only. It is not an offer to
sell nor a solicitation of offers to buy securities of any issuer.

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