Beartooth Platinum Corporation (TSX VENTURE: BTP) ("Beartooth") and
Kria Resources Inc. ("Kria"), a private company, are pleased to
announce that shareholders for both companies have voted in favour
of the previously-announced business combination (the
"Transaction") at special meetings of Beartooth and Kria security
holders held separately today in Toronto. The Transaction was
approved by approximately 84% of the Beartooth votes cast,
representing 32% of Beartooth's outstanding shares. The Transaction
was approved by 100% of the Kria votes cast, representing
approximately 24% of Kria's outstanding shares.
The completion of the Transaction remains subject to regulatory
approvals, including TSX Venture approval and a final order by the
Superior Court of Ontario that is currently expected to take place
on March 31, 2009 with closing of the Transaction to occur as soon
thereafter as practicable. The Transaction is structured as a Plan
of Arrangement under s.182-183 of the Canada Business Corporations
Act (Ontario) between Beartooth Platinum Corporation and Kria
Resources Inc.
Following completion of the Transaction, the Kria board and
management team will become the board and management team of the
combined company, which will be renamed Kria Resources Ltd. A new
stock symbol will be assigned to the combined company, the details
of which will be announced once they are available.
Upon completion of the Transaction, the combined company will
have:
- An estimated National Instrument (NI) 43-101 compliant
Inferred mineral resource of 19.75 million tonnes grading 1.47%
zinc and 1.17% copper using a 1.0% capped copper equivalent cut-off
grade at the Ruttan project, a former operating mine in Manitoba,
Canada;
- An estimated NI 43-101 compliant Indicated Mineral Resource of
6.26 million tonnes grading 8.13% zinc, 2.58% lead, 0.22% copper
and 30.78 g/t silver and an Inferred Mineral Resource estimate of
6.08 million tonnes grading 6.69% zinc, 1.83% lead, 0.14% copper
and 20.51 g/t silver (both using a 5.0% capped zinc equivalent
cut-off grade) at the Halfmile Lake property in New Brunswick,
Canada;
- An estimated NI 43-101 compliant Inferred Mineral Resource of
5.52 million tonnes grading 6.11% zinc, 2.59% lead, 0.40% copper
and 54.21 g/t silver using a 5.0% zinc equivalent cut-off grade at
the Stratmat property in New Brunswick, Canada;
- An exploration package featuring platinum-prospective
properties in Stillwater, Montana, USA and in the Bushveld area of
South Africa;
- Approximately CAD$1.5 million in cash and cash equivalents;
and
- Proven management and board of directors with experience in
financing, developing and operating mines.
About Beartooth Platinum
Beartooth Platinum Corporation is focused on the exploration for
Platinum Group Metals (PGE) globally. The Company has property
interests in two of the world's most significant PGE camps: the
Stillwater and Bushveld intrusive complexes. In Montana, USA,
Beartooth controls 1,054 unpatented lode mineral claims over the
exposed 50-km strike length of the Stillwater Intrusive Complex.
The Stillwater Complex hosts the JM-Reef, the world's highest-grade
primary PGE deposit. Stillwater Mining Company (SMC) currently
operates two mines on the J-M Reef. Beartooth's mineral claims are
contiguous with these significant resource properties.
Additional information about the Company and its properties is
available on the Company's website at
www.beartoothplatinum.com.
About Kria Resources
Kria Resources is a private base metal exploration and
development company focused on high-quality, advanced-stage base
metal assets. Kria's primary assets include the Ruttan copper-zinc
sulphide project near Leaf Rapids, Manitoba and the Halfmile Lake
and Stratmat properties near Bathurst, New Brunswick. An NI 43-101
compliant mineral resource estimate for the Ruttan Mine Project
estimates inferred resources of 19.75 million tonnes grading 1.17%
copper and 1.47% zinc using a 1.0% capped copper equivalent cut-off
grade. Kria's Halfmile Lake property has a NI 43-101 compliant
Indicated mineral resource estimate of 6.26 million tonnes grading
8.13% zinc, 2.58% lead, 0.22% copper and 30.78 g/t silver using a
5.0% capped zinc equivalent cut-off grade. Please visit our website
at www.kriaresources.com for additional information.
Regulatory Footnotes
Dayle Rusk, P.Geo. and Vice President of Exploration for Kria
and Stephen Davies, P.Eng. and Vice President Operations of Kria,
both of whom are officers of Kria and Qualified Persons under
National Instrument 43-101, have reviewed the scientific and
technical information relating to Kria in this press release.
Completion of the transaction is subject to a number of
conditions, including TSX Venture Exchange approval and Final Court
Approval. There can be no assurance that the transaction will be
completed as proposed or at all.
This communication does not constitute an offer to purchase or
exchange or the solicitation of an offer to sell or exchange any
securities of Kria or an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities of
Beartooth, nor shall there be any sale or exchange of securities in
any jurisdiction (including the United States) in which such offer,
solicitation or sale or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction.
The distribution of this communication may, in some countries, be
restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe
these restrictions. The solicitation of offers to buy Beartooth
shares in the United States will only be made pursuant to a
prospectus and related offer materials that Beartooth expects to
send to holders of Kria securities, subject to the requirements of
applicable law. The Beartooth shares may not be sold, nor may
offers to buy be accepted, in the United States prior to the time
the registration statement (if any is filed) becomes effective or
an exemption from such requirements is available. No offering of
securities shall be made in the United States except (i) by means
of a prospectus meeting the requirements of Section 10 of the
United States Securities Act of 1933, as amended, which would
contain detailed information regarding Beartooth and its
management, as well as its financial statements, or (ii) pursuant
to an exemption from the registration requirements of the United
States Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Information This press
release contains "forward-looking information" within the meaning
of applicable Canadian securities legislation. Forward-looking
information includes, but is not limited to, statements with
respect to the future financial or operating performance of
Beartooth and Kria and its projects, statements regarding
exploration prospects, statements regarding synergies and financial
impact of the proposed transaction, the terms and conditions of the
transaction, the benefits of the proposed transaction, the
identification of mineral reserves and resources, costs of and
capital for exploration projects, exploration expenditures, timing
of future exploration, requirements for additional capital,
government regulation of mining operations, environmental risks,
reclamation expenses, title disputes or claims, limitations of
insurance coverage and the timing and possible outcome of pending
litigation and regulatory matters. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved".
Forward-looking information is subject to known and unknown
risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of the
Company (and the company resulting from the successful completion
of the proposed transaction) to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to: general business, economic, competitive,
political and social uncertainties; the actual results of current
exploration activities; delay or failure to receive board or
regulatory approvals; timing and availability of external financing
on acceptable terms; the business of Beartooth and Kria not being
integrated successfully or such integration proving more difficult,
time consuming or costly than expected; not realizing on the
potential benefits of the proposed transaction; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; future prices of mineral prices; failure of
plant, equipment or processes to operate as anticipated; accidents,
labour disputes and other risks of the mining industry; and, delays
in obtaining governmental approvals or required financing or in the
completion of activities. Although the Company has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking information. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICES
PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE
Contacts: Beartooth Platinum Corporation Michael D. Johnson
President & CEO 775-721-7966 mdjohnsonassoc@aol.com
www.beartoothplatinum.com Kria Resources Mike Hoffman President and
CEO 416-861-2964 Kria Resources Heather Colpitts Manager, Investor
and Public Relations 416-861-5803 info@kriaresources.com
www.kriaresources.com
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