49 North Resources Inc.

49 North Resources Inc.

February 02, 2010 15:06 ET

49 North Resources Inc. Acquires Interest in Westcore Energy Ltd.

SASKATOON, SASKATCHEWAN--(Marketwire - Feb. 2, 2010) - 49 North Resources Inc. ("FNR") (TSX VENTURE:FNR) announces that in connection with the closing of its roll-over transaction with 49 North 2009 Resource Flow-Through Limited Partnership (the "2009 Fund") on February 1, 2010, it acquired ownership of 2,000,000 common shares of Westcore Energy Ltd. ("Westcore") (representing 9.49% of Westcore's outstanding common shares). Prior to the closing of the roll-over transaction, FNR owned 2,251,500 common shares of Westcore (representing 10.69% of Westcore's outstanding common shares. Mr. Tom MacNeill, the President, Chief Executive Officer and a director of FNR also owns 1,260,000 common shares of Westcore directly (representing 5.98% of Westcore's outstanding common shares) and 2,000,000 commons shares of Westcore indirectly through T&N Holdings Inc. (representing 9.49% of Westcore's outstanding common shares).

Upon completion of the acquisition, FNR will own 4,251,500 common shares (representing 20.18% of Westcore's outstanding common shares), and when combined with Mr. MacNeill's holdings directly and indirectly, Tom MacNeill will control 7,511,500 common shares (representing 35.65% of Westcore's outstanding common shares).

In connection with the acquisition of securities, FNR and the 2009 Fund entered into a transfer agreement providing for the private sale of the 2,000,000 common shares by the 2009 Fund to FNR at a price of $0.60 per share for an aggregate purchase price of $1,200,000.

FNR acquired the common shares in the roll-over transaction for investment purposes. FNR 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 Westcore or the disposition of all or a portion of its holdings in open market or in privately negotiated transactions.

The re-sale of the common shares was carried out in accordance with and in reliance on the "accredited investor" exemption in section 2.3 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 registration and prospectus requirements of applicable securities law.

The 2009 Fund, FNR, T&N Holdings Inc. 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.

Contact Information

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