EDMONTON, Feb. 12 /CNW/ - Further to a news release of July 22, 2008, Solid Resources Ltd. ("Solid" or the "Company") announced today that it has terminated the non-binding Letter of Intent ("LOI") with Bearing Gold Resources Corp. ("Bearing Gold") which set out a proposal for a possible merger of the two companies. Bearing Gold is a private, junior mineral resource company engaged in the exploration, evaluation and acquisition of mineral properties.
A special committee of independent directors of Solid (the "Special Committee") consisting of Gary Kissack, Derek Frost and Leonard Trump was struck to investigate a potential transaction with Bearing Gold. After conducting due diligence and taking into consideration current market conditions which inhibit the companies' ability to raise the funding necessary to complete a transaction between Solid and Bearing Gold, the companies mutually determined not to proceed with a merger or other transaction.
As part of the discontinuance of the Solid and Bearing Gold merger discussions, Solid announces the following:
- Certain directors who have an interest in both Solid and Bearing Gold, being Kevin Moore and Don Thonger, have resigned from the Board of Directors of Solid; - The Consulting Agreement with Mr. Kevin Moore has also been terminated and Mr. Moore has received a total of 225,000 shares of Solid as full and final compensation for services rendered under that contract; - Trent Sullivan has resigned as Interim President of Solid; - Leonard Trump has resigned from the Board of Directors of Solid and has received a total of 77,670 shares of Solid as full and final settlement of indebtedness owed to Mr. Trump in the amount of $15,534 for services rendered for professional consulting fees prior to January 1, 2007. - The loan in the principal amount of $75,000 advanced to Bearing Gold by Solid on September 29, 2008 has been forgiven and Solid's 10% carried interest in Bearing Gold's mining properties has been cancelled. As consideration for forgiveness of the loan and termination of such carried interest, Bearing Gold has transferred and assigned to Solid all of its right, title and interest in and to Bearing Gold's Sunset West Property, North West Territories. The Sunset West property comprises an 850 hectare mineral claim at Sunset West, N.W.T., located approximately 110 km NE of Yellowknife, N.W.T., and is prospective for silver, lead and zinc. In connection with the foregoing arrangements: - The Company has submitted to the TSX Venture Exchange a Termination and Release Agreement entered into among: Solid, Bearing Gold and certain directors, officers and shareholders of Solid which reflects such arrangements; - Gary Kissack has also resigned from the Board of Directors of Solid; - Henry Froese has been appointed to the Board of Directors of Solid as the replacement for Gary Kissack until the next annual meeting. Mr. Froese spent 17 years as a technologist for Enbridge Pipelines until 2006 and has since been involved in commercial real estate projects, as well as cattle and grain farming; - Derek Frost has been appointed as Chairman of the Board of Directors of Solid; - John Goodwin, BSc, MSc, P. Geol., has been appointed Interim President of Solid. Mr. Goodwin has 20 years of international exploration and mining industry experience, is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta (APEGGA), and is a "qualified person" under National Instrument 43- 101; - As a result of the resignations and appointments mentioned above, the Board of Directors consists of Harry McKinders, Garnet Harter, R. Derek Frost and Henry Froese; - Until the Company's next annual meeting of shareholders, the Audit Committee will be comprised of Derek Frost, Henry Froese and Harry McKinders; and - Solid will seek to fill the vacancies left on the Board of Directors at its next annual meeting with independent directors, following which various committees of the Board will be reconstituted, including the Audit Committee. The next annual meeting is tentatively scheduled for April 15th, 2009.
Solid is continuing its efforts to seek financing, joint venture or other commercial arrangements for the exploration and development of its current portfolio of properties, as well as potential merger and/or acquisition opportunities.
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.
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