Prize
Mining Corporation ("Prize") (TSXV:
PRZ), Teras Resources Inc. ("Teras") (TSXV: TRA) and Boxxer
Gold Corp. ("Boxxer") (TSXV: BXX) are pleased to announce
the execution of a letter of intent for a proposed arm's length business
combination of the parties (the "Proposed Transaction"). The
structure of the ProposedTransaction is currently contemplated as an
amalgamation of a wholly owned subsidiary of Prize with Teras and Boxxer.
The LOI contemplates that upon completion of the Proposed Transaction
each Teras shareholder will receive 1.047233386 shares of Prize in
exchange for each Teras share and each Boxxer shareholder will receive
0.524195736 shares of Prize in exchange for each Boxxer share. The share
exchange ratios for Teras and Boxxer were determined based on the
adjusted market capitalizations of all three companies. All Teras and
Boxxer convertible securities will be adjusted in accordance with terms
and conditions of the dilution provisions of those securities and the
above exchange ratios. The outstanding Prize shares and Prize convertible
securities will remain unaffected by the Proposed Transaction.
The rationale for the Proposed Transaction is to provide:
- A stronger asset base of gold and copper projects located in
North America,
- A stronger management team and board of directors,
- Advanced stage gold projects with near term development
potential and considerable exploration potential to locate
additional gold mineralization, and
- An inventory of eight copper and gold exploration projects
with established exploration models.
About Prize Mining
Prize
Mining Corporation is a Tier 1 Company listed on the TSX Venture Exchange
("TSX Venture"). Prize has recently resumed processing its
10,000 tonne bulk sample extracted from the Yellowjacket zone of gold
mineralization on its Atlin Gold Project located near Atlin, British
Columbia. Prize also has a Nickel-Copper-Palladium and Platinum project
located in the Muskox Layered ultramafic Intrusion located in the
Northwest Territories of Canada and three gold, copper and molybdenum
exploration projects located in British Columbia and the Yukon Territory.
About Teras Resources
Teras
Resources Inc., is a Canadian junior resource company exploring its two
Montana, projects: the Golden Jubilee in the Cable Mountain Mining
District in GraniteCounty and a patented property known as the Watseca
which covers a portion of the Rabbit Mining District in Madison County. Teras
also holds three exploration stage properties in Nevada. The properties
are known as the Tuco and Tombstone in Mineral County and Spanish Canyon
located in the Grantsville mining district of Nye County.
About Boxxer Gold
Boxxer
Gold Corp. is a Canadian junior resource company involved in the
exploration of copper-gold porphyry and Iron-Oxide-Copper-Gold projects
in the state of Nevada, and a shear hosted gold project located 110
kilometres north of Yellowknife NWT, Canada. The Boss property is located
in the Goodsprings Mining District where 13 large zones of skarn/porphyry
related copper-gold + platinum group metals and silver mineralization
have been located to date. The Boyer Ranch Project is located in the
Table Mountain Mining District in Churchill County, Nevada and has two
zones (the Upper and Lower) of high-grade copper mineralization in what
is interpreted to be a hematitic leach cap underlain by a supergene
copper enrichment blanket.
Definitive Agreement and Conditions
The
parties will enter into a definitive agreement in relation to the
Proposed Transaction which will contain a number of conditions to
completingthe Proposed Transaction including receipt of applicable
approvals of all of the boards and shareholders of the parties as well as
the acceptance of the Proposed Transaction by the TSX Venture,
satisfactory due diligence by each of the parties and there being no
material adverse change in the business, results of operations, assets,
liabilities, financial conditions or affairs of any of the parties from
the date of the letter of intent through to the completion of the
Proposed Transaction. The parties anticipate entering into the definitive
agreement not later than July 30, 2008.
Subject
to and following the closing of the Proposed Transaction, the directors
and officers of Prize are expected to be the following individuals:
Elmer B. Stewart, President, Chief Executive Officer and Director
Mr.
Stewart, MSc., P. Geol, is currently the President and Chief Executive
Officer and co-founder of Boxxer and has over 33 years in domestic and
international mineral exploration and gold production experience. Mr.
Stewart is currently a director of Cadillac Exploration Inc, Alhambra
Resources Ltd., Dot Resources Ltd. and Chairman of the Board of Copper
Fox Metals Inc., all listed on the TSX Venture. During his career, Mr.
Stewart has been involved with the development and production from two
underground and three heap-leach gold mines, and has considerable
experience in the exploration for uranium, gold, copper and base metal
deposits.
Gerald Roe, Director and Chairman of the Board
Mr.
Roe is a professional engineer, and has had 35 years of international and
domestic experience in the oil and gas industry. Most recently Mr. Roe
held the title of COO for Oilexco Inc., a public oil and gas company
trading on the TSX Venture and London Stock Exchange. Mr. Roe was
directly responsible for the day to day operations in bringing Oilexco's
oil production onstream in the North Sea. Prior to this, Mr. Roe held
senior management and director positions with companies involved with
various resource projects in Bolivia, Kazakhstan, and Russia, as well as
various oil and gas related companies involved in oil and gas production
in western Canada. Mr. Roe also served as a director of Eurasia Gold
Corp. a gold exploration and production company listed on the TSX Venture
from 1997 to 2006.
A. J. H. (Harry) McGucken, Director
A.J.H.
(Harry) McGucken is currently the President, Chief Executive Officer and
a Director of Prize. Mr. McGucken has more than 25 years of financial and
managerial experience. Since 1985, Mr. McGucken has been involved at both
the director and senior level management of a number of mineral exploration
and development companies, in both the private and public sector. He has
also been involved in private companies providing mineral exploration
services to other companies. At present he is also a director of Mexican
Silver Mines Ltd. (TSX-V: MSM), a silver focused junior resource company
developing three former silver producing properties in north-eastern
Mexico, and a director of Philippines Metals Corp., a private junior
resource company focused on mineral properties in the Philippines.
Peter Leger, Director
Mr.
Leger is the President, Chief Executive Officer and a director of Teras. Mr.
Leger is also a director and Vice President of Radar Acquisitions Corp.,
a junior mining exploration and alternative fuel company listed on the
TSX Venture (RAC-V) from March 2003 to present. Mr. Leger was a founder
and director of Tiex Inc., a junior mining exploration company listed on
the TSX Venture (TIX-V) from Feb 2005 to May 2007. Mr. Leger majored in
computer science and been successful in many different fields of business
including insurance, real estate, restaurants, computer business
(designing, building, programming, software development, servicing and
implementation), land developing and a unique gold mining process. Mr.
Leger was the founder and past President of Print Audit Inc., a software
development company with world wide sales and recognition.
Brian Farrell, Director
Brian
Farrell is a chartered accountant with 25 years of experience and a
partner in the firm of Meyers Norris Penny, LLP out of Edmonton, Alberta.
Mr. Farrell's practice consists of taxation, accounting and financial
advice to high net worth individuals.
Wayne Savigny, Director
Dr.
Savigny is the Vice President of BGC Engineering Inc. and a founding
principal of the company. He has a B.Sc. in Geological Engineering from
Queen's University and a Ph.D. in Civil Engineering from the University
of Alberta. His Professional career, which spans almost 35 years, is
predominantly consulting work with emphasis on mining and pipeline
projects in western and Arctic Canada and South America. He is an Adjunct
Professor in the Department of Earth and Ocean Sciences at the University
of British Columbia and a former faculty member in the same Department.
Dennis LaPoint, Director
Dr.
LaPoint has over 30 years experience in mining exploration. Dr. LaPoint
has worked for a variety of companies including Texasgulf, Cominco and
Cambior Inc. (IAMgold). Dr. LaPoint is President and owner of Appalachian
Resources, LLC where he provides project management and geologic services
to the mineral industry and investors. Dr. LaPoint graduated from the
University of Iowa in 1968 with a degree in geology. Dr. LaPoint continued his
education earning a Masters of Science Degree from the University of
Montana in 1971 and a PhD in geology in 1979 from the University of
Colorado. Dr. LaPoint is a member of a number of professional organizations
and is a registered Geologist in North Carolina, South Carolina and
Tennessee. He was appointed by the Governor of North Carolina to the
Licensing Board for Geologists. He is Past President of the Carolina
Geological Society and has been active in the Society of Exploration
Geologists and Society of Mining Engineers. He is an Adjunct Professor at
the University of North Carolina and previously at Elon University.
Brian Harder, Chief Financial Officer
Mr. Harder is a Chartered Accountant and has
been involved in the oil and gas industry, and mineral industry for 27
years. Mr. Harder has been the Vice-President Finance and CFO of Boxxer
since 2001. Prior to, and concurrent with this, Mr. Harder held the title
of corporate controller for various oil and gas
companies
including, Forte ResourcesInc and Cypress Energy Inc. From 1990 to 2000
he held the title of Vice-President Finance and CFO for Eurasia Gold
Corp., during which time he was part of senior management which put two
heap leach gold mines into production in Kazakhstan.
Feisal Somji, Vice President Corporate Finance
Mr. Feisal Somji has a B.Sc. from the
University of British Columbia and an MBA from Queens University. Mr.
Somji has served as Director of Prize Mining Corporation (TSX-V) from
February 26, 2003 to present and as President and CEO of Prize Mining
Corporation from March 16, 2005 to November, 2005 and Chairman since
November, 2005 to present. Mr.Somji has served as President, CEO and
Director of Mexican Silver Mines Ltd. (TSX-V) from April 2004 to present.
Mr. Somji has also served as President, CEO and Director of Philippines
Metals Corp. from 2007 to present. Mr. Somji served as a President and
Director of Sola Resource Corp. (TSX-V) from June 1999 to March, 2005,
Director and President of New Meridian Mining Corp. (NEX) from August
2000 to March 24, 2006 and as Director and CFO of Diamond Hawk Mining
Corp. (TSX-V) from December 2004 to April 2005. In addition, he serves as
a director of Savannah Diamonds Ltd., a private diamond exploration
company.
Linda Dandy, P. Geol., is the qualified person
as defined under National Instrument 43-101 who has reviewed and verified
the scientific and technical information contained in this press release
in respect of Prize and its properties.
Elmer B. Stewart, MSc., P. Geol., President and
Chief Executive Officer of Boxxer, is the qualified person as defined
under National Instrument 43-101 who has reviewed and verified the
scientific and technical information contained in this press release in
respect of Boxxer and its properties.
Dennis LaPoint, B.Sc., MSc., PhD., P. Geol., is
the qualified person as defined under National Instrument 43-101 who has
reviewed and verified the scientific and technical information contained
in this press release in respect of Teras and its properties.
Financial information and other information in
respect of Prize, Teras and Boxxer can be found on www.sedar.ca. Further
information in respect of the technical mining information for Prize,
Teras and Boxxer will be issued at a later date.
ON BEHALF OF THE BOARD OF
PRIZE MINING CORPORATION
"Harry McGucken"
Harry McGucken
President and CEO
FOR FURTHER INFORMATION PLEASE CONTACT:
Boxxer Gold
Elmer B. Stewart, President & CEO
Phone: 1.403.264.4811
Email: elmer@boxxergold.com
OR
Jason Shepherd, Phoenix Communications Group
Phone: 1.250.717.1910
Email: phoenixcom@telus.net
Website: www.boxxergold.com
This press release contains forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. The use of any of the words
"expect", "anticipate", "continue",
"estimate", "objective", "ongoing",
"may", "will", "project",
"should", "believe", "plans",
"intends" and similar expressions are intended to identify
forward-looking information or statements. More particularly and without
limitation, this press release contains forward looking statements and
information concerning completion of the Proposed Transaction. The
forward-looking statements and information are based on certain key
expectations and assumptions made by Prize, Teras and Boxxer. Although
Prize, Teras and Boxxer believe that the expectations and assumptions on
which such forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the forward looking
statements and information because Prize, Teras and Boxxer can give no
assurance that they will prove to be correct. Since forward-looking
statements and information address future events and conditions, by their
very nature they involve inherent risks and uncertainties. There are
risks also inherent in the nature of the Proposed Transaction, including
agreement on a definitive agreement, incorrect assessment of the value of
the respective properties of each of Prize, Teras and Boxxer, and
failuretoobtain the required security holder, regulatory and other third
party approvals. Readers are cautioned that the foregoing list of factors
is not exhaustive. The forward-looking statements and information
contained in this press release aremade as of the date hereof and Prize,
Teras and Boxxer undertake no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY
OR ADEQUACY OF THIS RELEASE.