NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES
Beartooth Platinum Corporation (TSX VENTURE:BTP) ("Beartooth") and Kria
Resources Inc. ("Kria"), a private Ontario company, are pleased to provide an
update with respect to their previously announced business combination (See
Press Release dated October 23, 2008). Beartooth and Kria are pleased to
announce that they have signed an Arrangement Agreement dated February 20, 2009,
whereby Beartooth will acquire all of the outstanding common shares of Kria in
exchange for common shares of Beartooth (the "Transaction"). In connection with
the Transaction, it is proposed that Beartooth common shares will be
consolidated on the basis of one new common share for every 20 old common
shares.
Beartooth has agreed to issue one post-consolidation common share for each Kria
common share and accordingly an aggregate of 38,809,981 post-consolidation
shares will be issued to Kria shareholders, on the basis of one
post-consolidation Beartooth common share for each Kria common share at a deemed
price of $0.60 each. Each outstanding Kria convertible security will be
exercisable for Beartooth common shares based on the exchange ratio. Upon
completion of the Transaction, Kria shareholders will hold approximately 82.5%
of the issued and outstanding common shares of the combined company. Following
completion of the Transaction, the Kria board and management team will become
the board and management team of the combined company and the combined company
will be renamed Kria Resources Ltd.
The Transaction will be completed by way of plan arrangement and will be subject
to disinterested shareholder approval.
A special meeting of Beartooth Shareholders to approve the proposed share
consolidation, name change and arrangement (the "Beartooth Arrangement
Resolution") will be held on March 27, 2009 at 11:00 a.m., at the offices of
Beartooth located at 65 Queen Street West, Suite 800, Toronto, Ontario. The
Board of Directors of Beartooth has recommended that Beartooth shareholders vote
in favour of the Beartooth Arrangement Resolution. The Record Date for the
meeting is February 26, 2009 and materials will be mailed to shareholders on or
before February 28, 2009.
A special meeting of Kria Shareholders to approve the proposed arrangement (the
"Kria Arrangement Resolution") will be held on March 27, 2009 at 10:00 a.m. at
the offices of Kria located at 65 Queen Street West, Suite 800, Toronto,
Ontario. The Board of Directors of Kria has recommended that Kria shareholders
vote in favour of the Kria Arrangement Resolution. The Record Date for the
meeting is February 26, 2009 and materials will be mailed to shareholders on or
before February 28, 2009.
Highlights of the Transaction
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;
- A historical reserve/resource estimate of 4.2 million tonnes of 3.22% lead and
7.55% zinc at the Stratmat Property in New Brunswick, Canada. This historical
resource estimate was prepared by Noranda (now Xstrata Zinc) as of 1998. This
estimate is historical, does not use reserve and resource categories defined
under National Instrument 43-101 and should not be relied upon. An updated
resource estimate in progress, with results expected shortly.
- 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.
Transaction Details
The Transaction remains subject to regulatory approvals, including TSX Venture
approval, final court approval and the requisite shareholder approvals.
Dissent Rights
Pursuant to section 185 of the Business Corporations Act (Ontario) ("OBCA"),
only Kria shareholders may exercise rights of dissent with respect to the
Transaction. A Kria shareholder who duly exercises such dissent rights will
cease to have any rights as a Kria shareholder, other than the right to be paid
the fair value of such Kria shares, except in certain circumstances as set out
in section 185 of the OBCA. If a dissenting Kria shareholder is ultimately
deemed to not be entitled, for any reason, to be paid fair value for their Kria
common shares, such dissenting Kria shareholder shall be deemed not to have
participated in the Transaction, on the same basis as a non-dissenting Kria
shareholder. A Kria shareholder who intends to exercise their dissent rights
should carefully consider and comply with the provisions of section 185 of the
OBCA.
Non-Arm's Length Parties
As Beartooth and Kria have one director in common, being Stan Bharti and one
officer in common, being Patrick Gleeson, the Transaction will be considered to
be non-Arm's length for the purposes of the TSX Venture Exchange. Mr. Bharti
currently holds 2,300,831 Kria common shares and 8,233,240 Beartooth common
shares. Mr. Gleeson currently holds 58,331 Kria common shares.
About Beartooth Platinum
Beartooth Platinum Corporation is focused on the exploration for Platinum Group
Metals (PGE) globally. The Company is currently active in two of the world's
most significant PGE camps: the Stillwater and Bushveld intrusive complexes. In
Montana, USA, Beartooth controls 1054 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.
In Limpopo Province of South Africa, Beartooth has an option to earn a
70%-interest in the approximately 7,500 hectare Doornfontein property. The
Doornfontein property overlies a regional scale magnetic anomaly situated
between the North and East Limbs of the Bushveld Intrusive Complex. The anomaly
is thought to reflect the westward extension of the East Limb of the complex
beneath younger cover rocks. The East Limb of the intrusion hosts the Merensky
and UG2 platiniferous reefs, two of the most significant repositories of
Platinum Group Metals in the world.
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
incorporated pursuant to the Business Corporations Act (Ontario), focused on
high quality base metal assets including lead, zinc, copper and nickel. Kria's
primary assets include the Ruttan copper-zinc sulphide project near Leaf Rapids,
Manitoba and the Halfmile and Stratmat properties near Bathurst, New Brunswick.
A recent National Instrument (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. A resource estimate for the Stratmat property is in progress, with
results expected shortly. Please visit our website at www.kriaresources.com for
additional information.
Kria's Board of Directors is comprised of the following individuals, each of
whom are residents of the Province of Ontario; Michael Hoffman, President and
Chief Executive Officer, Stan Bharti, Bruce Humphrey, Chairman, Peter Harder and
David Gower. The officers of Kria consist of Stephen Davies, Vice-President,
Operations and Chief Operating Officer, and Dayle Rusk, Vice-President,
Exploration, both of whom reside in the Province of Manitoba in addition to Anna
Ladd, Chief Financial Officer and Patrick Gleeson, Corporate Secretary, who
reside in the Province of Ontario. Xstrata Canada Corporation, incorporated
pursuant to the Business Corporations Act (Ontario), currently holds
approximately 9% of the issued and outstanding common shares of Kria.
Regulatory Footnotes
Michael D. Johnson, P.Geo, who is the President and CEO of Beartooth Platinum
and a Qualified Person as defined under National Instrument 43-101, has reviewed
the scientific and technical disclosure relating to Beartooth in this press
release.
Dayle Rusk, P.Geo and Stephen Davies, P.Eng, who 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 acceptance and disinterested Shareholder approval. The
transaction cannot close until the required Shareholder approval is obtained.
There can be no assurance that the transaction will be completed as proposed or
at all.
Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared by Beartooth and Kria in connection with the
transaction, any information released or received with respect to the Reverse
Take-Over may not be accurate or complete and should not be relied upon. Trading
in the securities of Beartooth should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed
transaction nor approved or disapproved of the contents of this news release.
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.
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