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Message: Beartooth Platinum and Kria Resources Provide Update on Proposed Combination
| February 27, 2009 |
| Beartooth Platinum and Kria Resources Provide Update on Proposed Business Combination |
| TORONTO, ONTARIO--(Marketwire - Feb. 27, 2009) - NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES Beartooth Platinum Corporation (TSX VENTURE:BTP) ("Beartooth") and Kria Resources Inc. ("Kria"), a private Ontario company, are pleased to provide an update with respect to their previously announced business combination (See Press Release dated October 23, 2008). Beartooth and Kria are pleased to announce that they have signed an Arrangement Agreement dated February 20, 2009, whereby Beartooth will acquire all of the outstanding common shares of Kria in exchange for common shares of Beartooth (the "Transaction"). In connection with the Transaction, it is proposed that Beartooth common shares will be consolidated on the basis of one new common share for every 20 old common shares. Beartooth has agreed to issue one post-consolidation common share for each Kria common share and accordingly an aggregate of 38,809,981 post-consolidation shares will be issued to Kria shareholders, on the basis of one post-consolidation Beartooth common share for each Kria common share at a deemed price of $0.60 each. Each outstanding Kria convertible security will be exercisable for Beartooth common shares based on the exchange ratio. Upon completion of the Transaction, Kria shareholders will hold approximately 82.5% of the issued and outstanding common shares of the combined company. Following completion of the Transaction, the Kria board and management team will become the board and management team of the combined company and the combined company will be renamed Kria Resources Ltd. The Transaction will be completed by way of plan arrangement and will be subject to disinterested shareholder approval. A special meeting of Beartooth Shareholders to approve the proposed share consolidation, name change and arrangement (the "Beartooth Arrangement Resolution") will be held on March 27, 2009 at 11:00 a.m., at the offices of Beartooth located at 65 Queen Street West, Suite 800, Toronto, Ontario. The Board of Directors of Beartooth has recommended that Beartooth shareholders vote in favour of the Beartooth Arrangement Resolution. The Record Date for the meeting is February 26, 2009 and materials will be mailed to shareholders on or before February 28, 2009. A special meeting of Kria Shareholders to approve the proposed arrangement (the "Kria Arrangement Resolution") will be held on March 27, 2009 at 10:00 a.m. at the offices of Kria located at 65 Queen Street West, Suite 800, Toronto, Ontario. The Board of Directors of Kria has recommended that Kria shareholders vote in favour of the Kria Arrangement Resolution. The Record Date for the meeting is February 26, 2009 and materials will be mailed to shareholders on or before February 28, 2009. Highlights of the Transaction Upon completion of the Transaction, the combined company will have: - An estimated National Instrument (NI) 43-101 compliant Inferred mineral resource of 19.75 million tonnes grading 1.47% zinc and 1.17% copper using a 1.0% capped copper equivalent cut-off grade at the Ruttan project, a former operating mine in Manitoba, Canada; - An estimated NI 43-101 compliant Indicated Mineral Resource of 6.26 million tonnes grading 8.13% zinc, 2.58% lead, 0.22% copper and 30.78 g/t silver and an Inferred Mineral Resource estimate of 6.08 million tonnes grading 6.69% zinc, 1.83% lead, 0.14% copper and 20.51 g/t silver (both using a 5.0% capped zinc equivalent cut-off grade) at the Halfmile Lake property in New Brunswick, Canada; - A historical reserve/resource estimate of 4.2 million tonnes of 3.22% lead and 7.55% zinc at the Stratmat Property in New Brunswick, Canada. This historical resource estimate was prepared by Noranda (now Xstrata Zinc) as of 1998. This estimate is historical, does not use reserve and resource categories defined under National Instrument 43-101 and should not be relied upon. An updated resource estimate in progress, with results expected shortly. - An exploration package featuring platinum-prospective properties in Stillwater, Montana, USA and in the Bushveld area of South Africa; - Approximately CAD$1.5 million in cash and cash equivalents; and - Proven management and board of directors with experience in financing, developing and operating mines. Transaction Details The Transaction remains subject to regulatory approvals, including TSX Venture approval, final court approval and the requisite shareholder approvals. Dissent Rights Pursuant to section 185 of the Business Corporations Act (Ontario) ("OBCA"), only Kria shareholders may exercise rights of dissent with respect to the Transaction. A Kria shareholder who duly exercises such dissent rights will cease to have any rights as a Kria shareholder, other than the right to be paid the fair value of such Kria shares, except in certain circumstances as set out in section 185 of the OBCA. If a dissenting Kria shareholder is ultimately deemed to not be entitled, for any reason, to be paid fair value for their Kria common shares, such dissenting Kria shareholder shall be deemed not to have participated in the Transaction, on the same basis as a non-dissenting Kria shareholder. A Kria shareholder who intends to exercise their dissent rights should carefully consider and comply with the provisions of section 185 of the OBCA. Non-Arm's Length Parties As Beartooth and Kria have one director in common, being Stan Bharti and one officer in common, being Patrick Gleeson, the Transaction will be considered to be non-Arm's length for the purposes of the TSX Venture Exchange. Mr. Bharti currently holds 2,300,831 Kria common shares and 8,233,240 Beartooth common shares. Mr. Gleeson currently holds 58,331 Kria common shares. About Beartooth Platinum Beartooth Platinum Corporation is focused on the exploration for Platinum Group Metals (PGE) globally. The Company is currently active in two of the world's most significant PGE camps: the Stillwater and Bushveld intrusive complexes. In Montana, USA, Beartooth controls 1054 unpatented lode mineral claims over the exposed 50-km strike length of the Stillwater Intrusive Complex. The Stillwater Complex hosts the JM-Reef, the world's highest-grade primary PGE deposit. Stillwater Mining Company (SMC) currently operates two mines on the J-M Reef. Beartooth's mineral claims are contiguous with these significant resource properties. In Limpopo Province of South Africa, Beartooth has an option to earn a 70%-interest in the approximately 7,500 hectare Doornfontein property. The Doornfontein property overlies a regional scale magnetic anomaly situated between the North and East Limbs of the Bushveld Intrusive Complex. The anomaly is thought to reflect the westward extension of the East Limb of the complex beneath younger cover rocks. The East Limb of the intrusion hosts the Merensky and UG2 platiniferous reefs, two of the most significant repositories of Platinum Group Metals in the world. Additional information about the Company and its properties is available on the Company's website at www.beartoothplatinum.com. About Kria Resources Kria Resources is a private base metal exploration and development company incorporated pursuant to the Business Corporations Act (Ontario), focused on high quality base metal assets including lead, zinc, copper and nickel. Kria's primary assets include the Ruttan copper-zinc sulphide project near Leaf Rapids, Manitoba and the Halfmile and Stratmat properties near Bathurst, New Brunswick. A recent National Instrument (NI) 43-101 compliant mineral resource estimate for the Ruttan Mine Project estimates Inferred resources of 19.75 million tonnes grading 1.17% copper and 1.47% zinc using a 1.0% capped copper equivalent cut-off grade. Kria's Halfmile Lake property has a NI 43-101 compliant Indicated mineral resource estimate of 6.26 million tonnes grading 8.13% zinc, 2.58% lead, 0.22% copper and 30.78 g/t silver using a 5.0% capped zinc equivalent cut-off grade. A resource estimate for the Stratmat property is in progress, with results expected shortly. Please visit our website at www.kriaresources.com for additional information. Kria's Board of Directors is comprised of the following individuals, each of whom are residents of the Province of Ontario; Michael Hoffman, President and Chief Executive Officer, Stan Bharti, Bruce Humphrey, Chairman, Peter Harder and David Gower. The officers of Kria consist of Stephen Davies, Vice-President, Operations and Chief Operating Officer, and Dayle Rusk, Vice-President, Exploration, both of whom reside in the Province of Manitoba in addition to Anna Ladd, Chief Financial Officer and Patrick Gleeson, Corporate Secretary, who reside in the Province of Ontario. Xstrata Canada Corporation, incorporated pursuant to the Business Corporations Act (Ontario), currently holds approximately 9% of the issued and outstanding common shares of Kria. Regulatory Footnotes Michael D. Johnson, P.Geo, who is the President and CEO of Beartooth Platinum and a Qualified Person as defined under National Instrument 43-101, has reviewed the scientific and technical disclosure relating to Beartooth in this press release. Dayle Rusk, P.Geo and Stephen Davies, P.Eng, who are officers of Kria and Qualified Persons under National Instrument 43-101, have reviewed the scientific and technical information relating to Kria in this press release. Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared by Beartooth and Kria in connection with the transaction, any information released or received with respect to the Reverse Take-Over may not be accurate or complete and should not be relied upon. Trading in the securities of Beartooth should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction nor approved or disapproved of the contents of this news release. This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Kria or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of Beartooth, nor shall there be any sale or exchange of securities in any jurisdiction (including the United States) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. The solicitation of offers to buy Beartooth shares in the United States will only be made pursuant to a prospectus and related offer materials that Beartooth expects to send to holders of Kria securities, subject to the requirements of applicable law. The Beartooth shares may not be sold, nor may offers to buy be accepted, in the United States prior to the time the registration statement (if any is filed) becomes effective or an exemption from such requirements is available. No offering of securities shall be made in the United States except (i) by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended, which would contain detailed information regarding Beartooth and its management, as well as its financial statements, or (ii) pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. |
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