Vancouver, British Columbia, April 10, 2013: Foundation
Resources Inc. ("Foundation") (TSX-V:FDN) and Sheltered Oak
Resources Corp. ("Oak") (TSX-V: OAK) (together, the "Companies")
are pleased to announce that the acquisition of Oak by Foundation
by way of three cornered amalgamation (see joint Foundation / Oak
news, November 14, 2012, January 15, 2013 and March 28, 2013) was
completed today (the "Closing Date").
The common shares of Oak will be delisted from the TSX-V at the
open on April 11, 2013.
Following the transactions, Foundation will have a total of
approximately 91,714,845 common shares issued and outstanding, as
well as options and warrants entitling holders to purchase
approximately 33,306,143 common shares, at exercise prices ranging
from $0.10 to $2.70 and expiry dates ranging from August 28, 2013
to July 24, 2017.
In a related matter Foundation is pleased to announce that it
has appointed former OAK directors and officers Mr. Robert K.
Hanson and Mr. J.J. Elkin to its Board of Directors.
Mr. Elkin is an international business entrepreneur who has been
CEO for a number of publicly traded companies. This included
Chairmanship of TVX, a gold and silver mining company formerly
listed on the TSX with assets in Brazil and Chile, later sold to
Kinross. In finance, he worked for Fidelity Management and Research
(Boston and Bermuda) as an analyst and international portfolio
manager. His formal education includes degrees from McGill and
Harvard (MBA) and he is a CFA.
Mr. Hanson has over 30 years of experience in corporate finance
and as a director for a number of junior resource and technology
companies. Early on in his career, he gained experience in
institutional research and sales at various investment banking
firms and was a Director of R.A. Daly Limited. Mr. Hanson was
President and CEO of Video Surgery Ltd., during which time he
developed and built the only continuing source of video education
for surgeons. From 1996 to 2001, Mr. Hanson was Senior
Vice-President and a Director of UTS Energy Inc. (UTS:TSX).
Foundation also wishes to advise that the offer made on January
8, 2013 to Solid Gold Resources ("SLD") wherein it offered to
acquire SLD on a share for share basis has expired. "The Company is
still interested in the geological assets of Solid Gold and is
confident it could further develop a strong working relationship
with the Wahgoshig First Nation and undertake a timely assessment
of the Legacy property," stated Barry Girling, interim CEO of
Foundation "We will re-visit this opportunity after we have
finished strengthening our management, further expanded our
amicable working relations with the Wahgoshig First Nationand SLD
shareholders have had the opportunity to vote for a change in the
Solid Gold Board of Directors on May 2, 2013"
Foundation also announces that is has accepted the resignation
of Ike Osmani from the board of directors to accommodate the
addition of Mr. Hanson and Mr. Elkin. The Company has also entered
into an amended contract with Mr. Osmani that included his
resignation as President.
About Foundation Resources Inc.
Foundation Resources is a mineral exploration company focused on
the exploration and development of its flagship Coldstream Gold
Project located in the Shebandowan Greenstone Belt, 115 Km North
West of Thunder Bay, Ontario. The Company's NI 43-101 resource
estimate reported December 16, 2011 by Wardrop delineated a total
inferred mineral resource of 763,276 ounces gold and an indicated
resource of 96,400 ounces gold on the Osmani deposit, which is one
of five highly prospective gold targets that Foundation has within
this 16 km long Coldstream Gold Trend. Ike Osmani, M.Sc., P. Geo.,
the Qualified Person (QP) for Foundation as defined in National
Instrument 43-101 Standards of Disclosure for Mineral Projects, is
responsible for the preparation of all technical information
contained in this news release.
On behalf of the Board of Directors
Barry Girling
Interim CEO & Director
Foundation Resources Inc.
Additional information is available on Foundation's website at:
fdnresources.com.
For further information, please contact:
Fern Turner Barry Girling
Foundation Resources Inc. Foundation Resources Inc.
VP Business Development Interim CEO & Director
(604) 681-0405 - ext. 122 (604) 639-4528
Neither the 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."
The securities offered will not be registered under the United
States Securities Act of 1933, as amended (the "Act") and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Act.
Forward Looking Statements: This news release includes certain
statements that may be deemed "forward-looking statements". All
statements in this release, other than statements of historical
facts, including, without limitation, statements of potential
mineralization, the estimation of mineral resources, the
realization of mineral resource estimates, interpretation of prior
exploration and potential exploration results, the timing and
success of exploration activities generally, the timing and results
of future resource estimates, permitting time lines, metal prices
and currency exchange rates, availability of capital, government
regulation of exploration operations, environmental risks,
reclamation, title, and future plans and objectives of Foundation
are forward-looking statements that involve various risks and
uncertainties. Although Foundation believes the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ
materially from those in the forward-looking statements.
Forward-looking statements are based on a number of material
factors and assumptions. Factors that could cause actual results to
differ materially from those in forward-looking statements include
unsuccessful exploration results, changes in project parameters as
plans continue to be refined, results of future resource estimates,
future metal prices, availability of capital and financing on
acceptable terms, general economic, market or business conditions,
risks associated with operating in foreign jurisdictions, uninsured
risks, regulatory changes, defects in title, availability of
personnel, materials and equipment on a timely basis, accidents or
equipment breakdowns, delays in receiving government approvals,
unanticipated environmental impacts on operations and costs to
remedy same, and other exploration or other risks detailed herein
and from time to time in the filings made by the companies with
securities regulators. For more information on Foundation and the
risks and challenges of its business, investors should review their
annual filings that are available at www.sedar.com.
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