SLD

Foundation Resources Inc. (TSX VENTURE:FDN)(FRANKFURT:52F) (CUSIP: #350476107)
("Foundation" or "the Company") is pleased to announce that further to the
Company's press release dated November, 14, 2012, the Waghoshig First Nation
("WFN") has agreed to amend its Memorandum of Understanding (MOU) with Sheltered
Oak Resources Corp. allowing Foundation to become a party to the agreement upon
the completion of the acquisition of OAK. The agreement is limited to the Kerrs
Property, which is also in Lake Abitibi area of Ontario, but does serve as a
basic starting point for future negotiations between the parties. 


"While this is agreement relates to the Kerrs Property, it contains what most
knowledgeable industry participants would consider standard terms, and we
believe it demonstrates a desire by WFN to work with mineral exploration
companies on mutually respectful terms," stated Barry Girling Interim CEO of
Foundation. "Robert Hanson, Chairman of OAK and I had what can only be described
as a very productive meeting with Chief David Babin and we look forward to
continuing the strong relationship that has existed between OAK and WFN."


The Company has also increased its offer to acquire 100% of the outstanding
shares Solid Gold Resources Inc. ("SLD") on the basis of one share of Foundation
for each share of SLD (the "FDN Offer") up from its previous offer of 0.8333
shares of Foundation for each share of SLD (see press release dated November 27,
2012). The proposed terms of the FDN Offer represents a premium of approximately
45% to the 10 day SLD VWAP price of 0.031 per share for the period December 20,
2012 through January 7, 2013. MGI Securities Inc. ("MGI") is acting as financial
advisor to the Company with respect to the FDN Offer.


Foundation believes that the transaction would result in operational synergies
that will benefit both companies' shareholders by creating a mid-tier Ontario
gold Exploration Company and greater shareholder value and liquidity. The
combined companies will result in a larger market capitalization and be more
attractive to a broader base of institutional investors. 


On behalf of the Board of Directors

Barry Girling, Interim CEO & Director

Additional information is available on the Company's website at: fdnresources.com

Forward-Looking Statements

This news release contains certain "forward-looking statements" and
"forward-looking information" under applicable securities laws, and include any
statements regarding beliefs, plans, expectations or intentions regarding the
future. All statements in this release, other than statements of historical
facts are forward-looking statements that involve various risks and
uncertainties. Such forward looking statements include, among others, that the
proposed Transaction will be completed and that the combined entity will add
opportunity and value for its shareholders. Forward-looking statements are based
on the opinions and estimates of management at the date the statements are made,
and are based on a number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those projected in the forward-looking statements.
Although the Company 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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Foundation Resources Inc.
Fern Turner
VP Business Development
(604) 681-0405 - ext. 122 or Toll Free: (800) 667-4470
(604) 687-4670 (FAX)


Foundation Resources Inc.
Barry Girling
Interim CEO & Director
(604) 639-4528
info@fdnresources.com
www.fdnresources.com

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