OTTAWA, Aug. 23 /CNW Telbec/ - BLUE FYRE ONE INC., (TSXV: BLU.P) (THE
"CORPORATION"), an Ottawa-based Capital Pool Company, announced today it has
obtained conditional approval from the TSX Venture Exchange Inc. (the
"Exchange") for its filing statement dated August 18, 2006 (the "Filing
Statement"). The Filing Statement has been completed for an agreement in
principle concerning the acquisition of Soltoro Ltd., an Ontario corporation
("Soltoro"), which is the Corporation's qualifying transaction pursuant to the
policies of the Exchange. The Filing Statement will be placed on SEDAR, and
the parties intend to close the transaction on August 31, 2006.
As previously disclosed by the Corporation on April 11, 2006, the
acquisition price for all of the outstanding shares of Soltoro will be
satisfied by the issuance of 13,120,000 common shares in the capital of the
Corporation. The Corporation will also assume the obligations under 480,000
broker's warrants of Soltoro to be issued under the Soltoro financings
completed in April 2006, each entitling the holder to purchase one common
share of the Corporation at $0.50 share per share for an 18-month period. The
Corporation will also assume the outstanding options of Soltoro, permitting
upon exercise the issue of 1,310,000 common shares of the Corporation. All of
the options are held by directors with 380,000 exercisable at $0.10 and
expiring on November 30, 2009 and 450,000 exercisable at $0.25 and expiring
September 30, 2008. The balance of 480,000 options will be issued to directors
upon the closing of the transaction and will be exercisable at the market
price for a period to be determined by the directors, no longer than five
years from the date of issue.
Soltoro is a mineral exploration company active in south-western Mexico
through its wholly owned Mexican subsidiary, Soltoro S.A. de C.V. ("Soltoro
Mexico"). Soltoro Mexico holds 100 % title interest to two separate mineral
concessions located in the State of Jalisco, Mexico: El Rayo & La Tortuga. The
entire El Rayo silver-lead-gold concession and a portion of the La Tortuga
copper-gold-silver concession were part of the National Mine Reserve until
denationalization in 1993, at which time, the Mexican Government privatized a
large portion of its governmental mining holdings in order to encourage their
development.
"The Blue Fyre team is enthused about the imminent closing of its
qualifying transaction with Soltoro given that there continues to be a strong
interest in the mining sector, said Michael Gaffney, President and CEO of Blue
Fyre One Inc.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release and has neither approved nor disapproved of
the contents of this release.
%SEDAR: 00021450E
