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Press release from CNW Group

49 North Group Announces Proposed Rollover Transaction

Thursday, January 10, 2013

49 North Group Announces Proposed Rollover Transaction18:32 EST Thursday, January 10, 2013TSX Venture Exchange Symbol FNR/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./SASKATOON, Jan. 10, 2013 /CNW/ - 49 North 2011 Resource Flow-Through Limited Partnership (the "2011 Fund") and 49 North 2012 Resource Flow-Through Limited Partnership (the "2012 Fund") are pleased to announce jointly with 49 North Resources Inc. ("49 North") that they have each separately entered into an agreement (each a "Transfer Agreement"), pursuant to which, on or about February 1, 2013, the 2011 Fund and the 2012 Fund will transfer their respective assets to 49 North, on a tax deferred basis, in exchange for common shares of 49 North (the "Listed Shares"). As soon as possible following each closing, the Listed Shares received by the 2011 Fund for its assets will be distributed to the limited partners of the 2011 Fund, and the Listed Shares received by the 2012 Fund for its assets will be distributed to the limited partners of the 2012 Fund, all on a pro rata and tax deferred basis upon the dissolution of each of the 2011 Fund and the 2012 Fund (the "Proposed Rollover Transactions"). The completion of each of the Proposed Rollover Transactions is subject to the receipt of all approvals that may be necessary and the other conditions set forth in the respective Transfer Agreement.The 2011 Fund and 2012 Fund, respectively, are the eighth and ninth 49 North flow-through funds. An investment in either the 2011 Fund or the 2012 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 one, or both, of Proposed Rollover Transactions, investors who choose to do so may obtain additional tax benefits by contributing the Listed Shares received to a self directed RRSP.49 North is a Saskatchewan focused resource investment company with strategic operations in financial, managerial and geological advisory services and merchant banking. Our diversified portfolio of assets includes direct project involvement in the resource sector, as well as investments in shares and other securities of junior and intermediate mineral and oil and gas exploration companies. Additional information about 49 North 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 completion of the Proposed Rollover Transactions. 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 2011 Fund, the 2012 Fund and 49 North assume no obligation to update or revise such information to reflect new events or circumstances.The securities of 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.SOURCE: 49 North Resources Inc.For further information: 49 North Resources Inc. Tom MacNeill President and Chief Executive Officer 306-653-2692 or ir@fnr.ca.