Starfire Minerals Inc. ("Starfire") announces that it has signed a joint venture agreement with Liaoning Eden Venture Investments Ltd. ("Liaoning"), a Canadian resource/investment company. The majority Liaoning shareholder is Liaoning Non-Ferrous Geological Research and Exploration Institute of Liaoning, PRC. ("Liaoning China") Pursuant to this agreement, Starfire and Liaoning will jointly explore and develop Starfire's Porphyry Pearl property located in the Toodoggone District of British Columbia.
The parties have agreed to incorporate a company ("NEWCO") to facilitate this arrangement and Starfire will then transfer, at its own cost, its interest in the Porphyry Pearl property to NEWCO in exchange for shares in NEWCO. Liaoning will be able to earn up to a 51% interest in NEWCO through an investment of up to $9 million over 36 months, which funds will be used exclusively for exploration and development work on the Porphyry Pearl property. The minimum required annual investment by Liaoning is $3 million.
Upon funding the full $9 million Liaoning will acquire a 51% interest in NEWCO and Starfire's interest in NEWCO will be diluted to 49%. However, if Liaoning funds less than $9 million, then it will only be issued that number of shares of NEWCO as is proportionate to the amount of funds that it has advanced, the result of which will be that Starfire will retain a majority interest in NEWCO until such time as Liaoning funds the full $9 million. Pursuant to the terms of the agreement, the parties will form a committee comprised of representatives of both parties to approve future exploration programs and budgets. In addition, further development costs after Liaoning's initial $9 million investment will be shared by the parties in proportion to their shareholdings in NEWCO. Neither party can be diluted below 10% in NEWCO, regardless of future contribution levels.
The above transaction is subject to regulatory approval.
ON BEHALF OF THE BOARD OF DIRECTORS OF STARFIRE MINERALS INC.
"Dan Mosher" ---------------------------------------------------------------- Dan Mosher, President & CEO