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May 27, 2008
- Firestone
Ventures Inc. (FV:TSX-V;F5V:FSE) is pleased to provide an update on the
status of the proposed spin-out of its Canadian assets into a new public
company called Northern Tiger Resources Inc. ("Northern
Tiger").
Under a proposed Plan
of Arrangement, Firestone Ventures Inc. ("Firestone") will
spin-out its Canadian assets, including the Sonora Gulch gold-silver
project in the Yukon, into Northern Tiger (see News Release dated March
3, 2008). In addition, Northern Tiger has signed an Acquisition
Agreement with Sherwood Copper Corporation's wholly owned subsidiary,
Minto Explorations Ltd. ("MintoEx"), owner and operator of the
high grade Minto copper-gold mine 40 kilometres east of Sonora
Gulch. MintoEx will receive a 25% interest in Northern Tiger (prior
to the proposed private placement) in exchange for contributing five sets
of mineral claims in the Minto region as well as MintoEx's extensive
Yukon exploration database. MintoEx will also participate with
Northern Tiger in a regional exploration alliance to explore the Dawson
Range area of Yukon Territory, Canada for additional mineral
discoveries. MintoEx also retains certain back-in rights on
Northern Tiger's projects.
Under the Plan of
Arrangement, Firestone shareholders will receive one common share of
Northern Tiger for each five common shares of Firestone they own.
Firestone shareholders of record on May 20, 2008 will be mailed an
Information Circular with the details of the Plan of Arrangement. A
Special Meeting of Shareholders is scheduled for June 23, 2008 to
consider, and if deemed appropriate, approve the Plan of Arrangement.
Firestone shareholders who own or purchase shares before a planned
June 16, 2008 trading halt will participate in the Plan of
Arrangement. The transaction is subject to Northern Tiger obtaining
required TSX-V, court, shareholder and regulatory approvals.
A Technical Report
"National Instrument 43-101 Report on the 2006 and 2007 Exploration
Programs, Sonora Property, Dawson Range, Yukon" by C. Schulze,
P.Geo. and dated April 28, 2008 is available for viewing on the SEDAR
website at www.sedar.com.
Private
Placement
Northern Tiger intends to raise a minimum of $1 million for exploration
and operating activities through a non-brokered private placement of a
combination of units ($0.30 per unit) and flow-through shares ($0.33 per
common share) to institutions and other investors, subject to regulatory
approval. Each unit consists of one (1) common share and one half
(�) warrant. Each full warrant is exercisable at $0.45 and expires
in 24 months.
For additional
information, shareholders are referred to the FAQ at the bottom of this
news release and on Firestone's website at www.firestoneventures.com.
Firestone Ventures Inc.
is a well-financed Canadian-based resource exploration and development
company with zinc, gold and uranium projects in Western Canada and
Central America. The common shares of the Company are currently
listed on the TSX Venture Exchange (symbol FV) and the Frankfurt Stock
Exchange (symbol F5V). For further information please contact:
Lori Walton, P.
Geol., President
Toll Free:
1-888-221-5588
Fax: (780) 428-3476
info@firestoneventures.com
www.firestoneventures.com
Trading Symbol: FV: TSX-V; F5V: FSE
For Investor
Relations please call: Contact Financial Inc. at (604) 689-7422
Investors can also visit www.agoracom.com/IR/Firestone or email questions to
FV@agoracom.com.
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The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release
FAQ
Why is the spin-out beneficial to Firestone shareholders?
Firestone believes that the spin-out will reduce future dilution in
Firestone and enable the company to better focus its efforts on the
rapidly advancing high grade zinc-lead Torlon Hill project in
Guatemala. Firestone shareholders will also be able to
participate in the success of Northern Tiger as it explores the Yukon's
active Dawson Range area through its new regional exploration alliance
with MintoEx.
How do I find out details about the spin-out transaction?
Firestone shareholders of record on May 20, 2008 will be mailed an
Information Circular outlining the details of the Plan of Arrangement.
A Special Meeting of Shareholders will take place in Edmonton on June
23, 2008 for shareholders to consider, and if deemed appropriate,
approve the Plan of Arrangement.
I am a shareholder of Firestone Ventures Inc. What
will happen to my shares?
You will retain all of your Firestone shares. In addition,
Firestone shareholders who own or purchase shares before the planned
June 16, 2008 trading halt will participate in the Plan of Arrangement
and receive one Northern Tiger share for every five Firestone shares
held. If you become a Firestone shareholder after the planned
June 16, 2008 trading halt, you will not be entitled to receive any
Northern Tiger common shares.
What will happen to Firestone Ventures Inc.?
Firestone Ventures will retain its Torlon Hill high-grade zinc-lead
project in Guatemala, Central America and $1.5 million in working
capital. The share structure will remain the same, with 65
million shares outstanding (71 million fully diluted).
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