TSXV: SRW
FRANKFURT: A0BLQQ
EDMONTON, July 8 /CNW/ - Solid Resources Ltd. ("Solid" or the "Company") announced today that it is in discussions and negotiations with Bearing Gold Resources Corp. ("Bearing Gold"), a private, junior mineral resource company engaged in the exploration, evaluation and acquisition of mineral properties, relating to the proposed combination of the companies' respective businesses (the "Transaction"). Bearing Gold's assets include an Option Agreement to have the right to earn a 90% interest on two concessions in the Frontino area of Columbia, prospective for Gold, Silver and Copper. Also Bearing Gold has a 100% working interest in three mineral claims in the North West Territories approximately 110 kilometers NE of Yellowknife, prospective for Silver, Lead and Zinc.
On May 5, 2008 a special committee of Independent Directors (the "Special Committee") consisting of Gary Kissack, Derek Frost and Leonard Trump was struck to investigate a potential Transaction with Bearing Gold. Although the parties have not finalized the terms and conditions of a non-binding Letter of Intent ("LOI") relating to the proposed Transaction, it is anticipated that the material terms will provide as follows:
a) Solid and Bearing Gold will investigate the combination of their
respective businesses through a transaction (the "Transaction")
involving: (i) the acquisition of all of the issued and
outstanding shares of Bearing Gold, (ii) the acquisition of all
of the assets and assumption of certain liabilities of Bearing
Gold, or (iii) another transaction which will give effect to the
intention of the parties. The completion of the Transaction is
subject to the negotiation and execution of a definitive
transaction agreement ("Definitive Agreement"), the approval of
the TSX Venture Exchange, and other applicable regulatory bodies
if required.
b) The Bearing Gold Shareholders will receive an aggregate of up to
10,000,000 common shares of Solid Resources as consideration for
all of the issued and outstanding shares of Bearing Gold at a
price per share to be mutually agreed upon by the parties (the
"Solid Consideration Shares"), subject to the applicable law and
rules of the TSX Venture Exchange. Solid anticipates that the
Solid Consideration Shares will be subject to certain private
escrow provisions. Such escrow provisions will be in addition to
escrow provisions imposed by the TSX Venture Exchange (if any).
In anticipation of the closing of the Transaction, upon execution of the LOI it is proposed that Garnet Harter will step down as Interim President and CEO and Mr. Trent Sullivan, President of Bearing Gold, will be appointed, subject to the approval of the TSX Venture Exchange, as Interim President and CEO of Solid. Mr. Harter will continue to serve the Company in another capacity.
It is proposed to be a condition to execution of the LOI that Mr. Sullivan provide an undertaking to Solid and the TSX Venture Exchange to resign if requested to do so by the Board of Directors or the Exchange. The Independent Committee will continue the due diligence and negotiation process with Bearing Gold with a view to entering into a binding Definitive Agreement, without any input from or the involvement of Mr. Sullivan in his capacity as an officer of Solid.
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Certain statements contained in this press release, including statements which are related to exploration activity and future prospects and profitability and which may contain words such as "could", "should", "expect", "believe", "will" and similar expressions and statements relating to matters that are not historical facts are forward-looking statements. Such forward-looking statements involve known and unknown risks and uncertainties which may cause the actual results, performances and/or achievements of Solid to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such factors include fluctuations in the market conditions and prices of tantalum, lithium, tin, silver and other metals and related products and services; competition; political and economic conditions in countries in which Solid does business; changes in laws and regulations, including environmental regulations, to which Solid is subject, and other factors which are described in further detail in Solid's filings with the Canadian Securities Regulators.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED OR APPROVED THIS PRESS RELEASE,
AND THE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE
ACCURACY OF THIS RELEASE.
COMPLETION OF THE TRANSACTON IS SUBJECT TO A NUMBER OF CONDITIONS,
INCLUDING BUT NOT LIMITED TO TSX VENTURE EXCHANGE ACCEPTANCE. THERE ARE
NO ASSURANCES THAT THE TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT
ALL.