49 North Resources Inc.

49 North Resources Inc.
49 North 2009 Resource Flow-Through Limited Partnership

49 North 2009 Resource Flow-Through Limited Partnership

November 06, 2009 19:30 ET

49 North Group Announces Launch of New Flow-Through Offering and Proposed Roll-Over Transaction

SASKATOON, SASKATCHEWAN--(Marketwire - Nov. 6, 2009) -


49 North 2009 Resource Flow-Through Limited Partnership (the "2009 Fund") is pleased to announce that it has entered into an agency agreement and has filed its final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada, with the exception of Quebec, in connection with the initial public offering of up to 1,000,000 limited partnership units of the 2009 Fund at a price of $10 per unit, for gross proceeds of up to $10,000,000. The initial closing is scheduled for mid-November.

The offering is being made through a syndicate of agents led by MGI Securities Inc. and co-led by Canaccord Capital Corporation. Other members of the syndicate include Blackmont Capital Inc., GMP Securities L.P., Raymond James Ltd., Research Capital Corporation, Wellington West Capital Inc., Integral Wealth Securities Limited, M Partners Inc., Union Securities Ltd., Bolder Investment Partners, Ltd., Industrial Alliance Securities Inc. and Leede Financial Markets Inc.

The 2009 Fund intends to invest the proceeds of the offering in a portfolio of flow-through shares and other securities of junior and intermediate resource issuers engaged in mineral or oil and gas exploration in Canada, with a view to achieving capital appreciation for limited partners. Subject to certain limitations as more particularly described in the 2009 Fund's final prospectus dated November 5, 2009 (a copy of which is available on SEDAR at www.sedar.com), limited partners with sufficient income will be entitled to claim deductions for qualifying Canadian exploration expenses and deemed Canadian exploration expenses renounced to the 2009 Fund and may be entitled to certain investment tax credits deductible from tax payable.

The 2009 Fund is also pleased to announce jointly with 49 North Resources Inc. ("49 North") (TSX VENTURE:FNR) that the two parties have today entered an agreement (the "Transfer Agreement"), pursuant to which, on or about February 1, 2010, the 2009 Fund will transfer its assets to 49 North, on a tax deferred basis, in exchange for common shares of 49 North (the "Listed Shares"), and, within 60 days thereafter, the Listed Shares will be distributed to the limited partners of the 2009 Fund, pro rata, on a tax deferred basis upon the dissolution of the 2009 Fund (the "Proposed Roll-over Transaction"). The completion of the Proposed Roll-over Transaction is subject to the receipt of all approvals that may be necessary and the other conditions set forth in the Transfer Agreement.

The 2009 Fund is the sixth 49 North flow-through fund. An investment in the 2009 Fund serves as a window for investing in the Listed Shares in a manner that permits investors to take advantage of risk reducing tax incentives associated with investments in flow-through funds. By acquiring the stock exchange listed shares of 49 North in the Proposed Roll-over Transaction, investors who choose to do so may obtain additional tax benefits by contributing the Listed Shares received to a self directed RRSP.

49 North Resources Inc. 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 within the meaning of applicable Canadian securities legislation, including statements respecting the closing of the 2009 Fund's initial public offering, the use of proceeds from that offering and the completion of the Proposed Roll-over Transaction. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. In addition, the forward-looking information contained in this release is based upon what management believes to be reasonable assumptions. Readers are cautioned not to place undue reliance on forward-looking information as it is inherently uncertain and no assurance can be given that the expectations reflected in such information will prove to be correct. The forward-looking information in this release is made as of the date hereof and, except as required under applicable securities legislation, the 2009 Fund and 49 North assume no obligation to update or revise such information to reflect new events or circumstances.

The securities of the 2009 Fund and 49 North have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release is issued for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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.

Contact Information

  • 49 North Resources Inc.
    Tom MacNeill
    President and Chief Executive Officer
    (306) 653-2692