NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES.


In its recently completed private placement, 49 North Resource Fund Inc. ("49
North") (TSX VENTURE:FNR) sold a total of 1,330,178 units to subscribers in
exchange for the transfer to 49 North of common shares of certain resource
issuers held by the subscribers. Each unit was issued at a price of CDN $2.75
per unit and is comprised of one common share of 49 North and one common share
purchase warrant, exercisable at CDN $3.50 within two years of the date of
issuance. Specifically, 49 North received the following common shares in
exchange for the 1,330,178 units issued:




                                           Purchase Price         Aggregate
                               Number of        per Share    Purchase Price
Issuer                     Common Shares             (CDN)             (CDN)
----------------------------------------------------------------------------
Athabasca Potash Inc.
 (TSX: API)                      315,000     $      4.938    $ 1,555,470.00
Westcore Energy Ltd.
 (TSXV: WTR)                     252,000     $      0.652    $   164,304.00
Eagle Plains Resources
 Ltd. (TSXV: EPL)                175,500     $      0.262    $    45,981.00

Wescan Goldfields Inc.
 (TSXV: WGF)                      47,000     $      0.206    $     9,682.00

Prairie Hunter Energy
 Corp. (Private)               1,128,315     $       1.00    $ 1,128,315.00
NuCoal Energy Corp.
 (Private)                     1,010,667     $       0.75    $   758,000.25



The purchase price for the acquired common shares was set off against the
subscription price of the particular subscriber's units purchased in the private
placement. The difference between the subscription price for units and the
purchase price of the transferred common shares was paid by 49 North in cash to
the appropriate subscriber, resulting in a cash payment of approximately CDN
$3,762.75 by 49 North. All of the acquired shares meet 49 North's investment
criteria and the valuation of the acquired shares was approved on behalf of the
company by a committee comprised of independent members of its board of
directors.


In addition to the units sold as described above, 49 North completed a share
exchange transaction with Grafton Resource Investments Ltd. ("Grafton") in which
49 North issued to Grafton 333,334 common shares at CDN $3.00 per share, in
exchange for 21,985 shares of Grafton, representing a value of CDN $1,000,002
based on the net asset value per share of Grafton as at May 29, 2009. Grafton is
a closed-end resource fund managed by Newland Fund Management LLP of London,
England. An exchange was also completed with Pinetree Capital Ltd. (TSX: PNP), a
diversified investment, financial advisory and merchant banking firm focused on
the small-cap market. 49 North issued Pinetree 815,000 units in exchange for
914,796 shares of Pinetree Capital Ltd. representing a value of CDN $2,241,250.


49 North raised CDN $4,941,373.25 in cash in the private placement. As a result,
in aggregate the company raised gross proceeds in an amount equal to CDN
$11,840,614.75. If all of the warrants and broker warrants are exercised, the
company will receive an additional CDN $14,920,181.00. 


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.


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.
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