Mr. Tom MacNeill, President and CEO of 49 North Resources Inc. ("49 North") (TSX
VENTURE:FNR) announced today that 49 North has agreed to purchase 750,000 Class
"A" common shares (the "Purchased Shares") of North Rim Exploration Ltd.
("NREL") for a purchase price of $1.00 per share (the "Acquisition"). Following
the completion of the Acquisition, 49 North will hold 50% of the issued and
outstanding shares of NREL and the remaining 50% of the shares will be held by
key employees and exclusive consultants of NREL.


NREL, a private company, is Saskatchewan's premier independent geological
consulting company specializing in the field of subsurface geology pertaining to
petroleum, potash and industrial mineral resources. NREL has provided consulting
services to petroleum and mineral resource exploration and development
companies, engineering firms and First Nations since 1984. Acquiring a stake in
NREL will greatly enhance 49 North's position as the dominant early stage
resource development entity in Saskatchewan.


The Purchased Shares will be acquired from North Rim Holdings Ltd. and The
Halabura Family Trust in two tranches, the first tranche is scheduled to close
October 16, 2009, at which time 49 North shall pay cash consideration of
$375,000 for 375,000 of the Purchased Shares. The second and final tranche is
scheduled to close December 31, 2009, at which time 49 North shall received the
remaining Purchased Shares in consideration of issuing a promissory note in the
amount of $375,000 with interest accruing at the Royal Bank of Canada Prime
lending rate, as published from time to time, plus 2%. Payment of principal and
interest owing under the promissory note shall be completed in no more than
eight semi-annual consecutive installments. There is no finder's fee respecting
the Acquisition.


Closing of the Acquisition is subject to the completion of definitive legal
agreements and receipt of applicable regulatory approvals, including the
approval of the TSX Venture Exchange.


Mr. Stephen Halabura, a director of 49 North, indirectly owns or controls all
the Purchased Shares. As a result, the Acquisition constitutes a related party
transaction pursuant to Multilateral Instrument 61-101 ("MI61-101") and TSX
Venture Exchange Policy 5.9. 49 North is relying on the "issuer not listed on
specified markets" exemption in paragraph 5.5(b) of MI61-101 and the "fair
market value not more than 25% of market capitalization" exemption in paragraphs
5.5(a) and 5.7(a) of MI61-101, or such other available exemptions contained in
MI61-101, to complete the Acquisition without obtaining an independent valuation
or minority shareholder approval that would otherwise be required.


The facts supporting 49 North's reliance on the exemptions enumerated above
include that the company is listed on the TSX Venture Exchange, the fair market
value of the Purchased Shares and the consideration paid by 49 North therefor do
not exceed 25% of 49 North's market capitalization.


A material change report respecting the Acquisition will be filed less than 21
days before the first anticipated closing date. This abbreviated period is
reasonable and necessary in the circumstances as 49 North wishes to complete the
Acquisition in a timely manner. A copy of this material change report will be
provided to any shareholder of 49 North upon request, without charge.


49 North is a resource investment, financial and managerial advisory and
merchant banking company that invests in the Canadian resource sector, with an
emphasis on junior and intermediate mineral exploration companies with
activities in Saskatchewan. Additional information about the Company is
available at www.sedar.com.


Forward Looking Information: This release contains forward-looking information
("FOFI") regarding possible future events that are based upon assumptions. FOFI
involves known and unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those anticipated in such
FOFI. Readers are cautioned not to place undue reliance on FOFI as it is
inherently uncertain and no assurance can be given that the expectations
reflected in such information will prove to be correct. The FOFI in this release
is made as of the date hereof and 49 North assumes no obligation to update or
revise such information to reflect new events or circumstances.


49 North Resources (TSXV:FNR)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more 49 North Resources Charts.
49 North Resources (TSXV:FNR)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more 49 North Resources Charts.