Beartooth Platinum Corporation (TSX VENTURE: BTP) ("Beartooth")
today announces that it has entered into an agreement with Nevoro
Inc. (TSX: NVR) ("Nevoro") regarding the purchase and sale of the
property, plant and equipment comprising the Stillwater Complex
(together, the "Stillwater Assets") currently owned by Beartooth.
Nevoro has agreed to purchase the Stillwater Assets for
consideration of $1,500,000 to be satisfied by the issue by Nevoro
of 15,000,000 common shares in the capital of Nevoro and warrants
to acquire 7,500,000 additional common shares of Nevoro at a price
of $0.20 at any time prior to the day that is 18 months from the
Closing Date.
Completion of the Transaction is subject to Nevoro being
satisfied with the results of its due diligence review of the
Stillwater Assets, Beartooth being satisfied with the results of
its due diligence review of Nevoro, receipt of all required
regulatory approvals and compliance with all applicable regulatory
requirements and conditions.
It is the intention of the Companies that the sale of the
Stillwater Assets will be completed as soon as practicable after
the completion of the Beartooth-Kria Transaction. In the event that
that the Beartooth-Kria Transaction has not been completed by July
31, 2009, then Beartooth will proceed forthwith to obtain all
additional required approvals, including the approval of
shareholders of Beartooth to effect the Transaction by no later
than September 30, 2009.
Kria's President and CEO, Mike Hoffman, commented, "We are very
impressed with the quality of both the assets and management team
at Nevoro and feel that participating as an investor in Nevoro
moving forward will provide additional value to our
shareholders."
Beartooth's President and CEO, Mike Johnson, commented, "As a
company with tremendous experience in the Stillwater district
through their current assets, the sale of the Stillwater Assets to
Nevoro will provide Beartooth shareholders with more leverage to
the Stillwater district as Nevoro has an excellent land position
with significant existing nickel, copper, chromite and platinum
group metal historic resources (non 43-101 and not to be relied
on). In addition Nevoro's other property interests such as the
Moonlight copper project in California are expected to provide
further opportunities for shareholder value."
The Beartooth-Kria Transaction has obtained final court approval
in relation to the previously-announced business combination. The
completion of the Beartooth-Kria Transaction remains subject to TSX
Venture approval with closing of the Transaction to occur as soon
after the receipt of approval as practicable. The stock symbol KIA
has been reserved and is expected to be assigned to the combined
company.
About Beartooth Platinum
Beartooth Platinum Corporation is focused on the exploration for
Platinum Group Metals (PGE) globally. The Company has property
interests in two PGE camps: the Stillwater and Bushveld intrusive
complexes. In Montana, USA, Beartooth controls 1,054 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.
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 focused on high-quality, advanced-stage base
metal assets. Kria's primary assets include the Ruttan copper-zinc
sulphide project near Leaf Rapids, Manitoba and the Halfmile Lake
and Stratmat properties near Bathurst, New Brunswick. An 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. Please visit our website
at www.kriaresources.com for additional information.
About Nevoro
Nevoro is a TSX-listed exploration and development company
focused on the discovery of precious and base metals primarily in
the western USA. Nevoro holds the Stillwater
nickel-copper-cobalt-PGE-chromite project in Montana with historic
copper, nickel, chromite resources and the Moonlight copper project
in California. Nevoro also holds 11 gold and base metal exploration
projects in Nevada and Idaho.
Regulatory Footnotes
Dayle Rusk, P.Geo. and Vice President of Exploration for Kria
and Stephen Davies, P.Eng. and Vice President Operations of Kria,
both of whom 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 approval. There can be
no assurance that the transaction will be completed as proposed or
at all.
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.
Cautionary Note Regarding Forward-Looking Information This press
release contains "forward-looking information" within the meaning
of applicable Canadian securities legislation. Forward-looking
information includes, but is not limited to, statements with
respect to the future financial or operating performance of
Beartooth and Kria and its projects, statements regarding
exploration prospects, statements regarding synergies and financial
impact of the proposed transaction, the terms and conditions of the
transaction, the benefits of the proposed transaction, the
identification of mineral reserves and resources, costs of and
capital for exploration projects, exploration expenditures, timing
of future exploration, requirements for additional capital,
government regulation of mining operations, environmental risks,
reclamation expenses, title disputes or claims, limitations of
insurance coverage and the timing and possible outcome of pending
litigation and regulatory matters. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company (and the
company resulting from the successful completion of the proposed
transaction) to be materially different from those expressed or
implied by such forward-looking information, including but not
limited to: general business, economic, competitive, political and
social uncertainties; the actual results of current exploration
activities; delay or failure to receive board or regulatory
approvals; timing and availability of external financing on
acceptable terms; the business of Beartooth and Kria not being
integrated successfully or such integration proving more difficult,
time consuming or costly than expected; not realizing on the
potential benefits of the proposed transaction; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; future prices of mineral prices; failure of
plant, equipment or processes to operate as anticipated; accidents,
labour disputes and other risks of the mining industry; and, delays
in obtaining governmental approvals or required financing or in the
completion of activities.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking information. The Company does not undertake to
update any forward-looking information, except in accordance with
applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICES
PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE
Contacts: BEARTOOTH PLATINUM CORPORATION Michael D. Johnson
President & CEO 775-721-7966 mdjohnsonassoc@aol.com KRIA
RESOURCES Mike Hoffman President and CEO 416-861-2964 KRIA
RESOURCES Heather Colpitts Manager, Investor and Public Relations
416-861-5803 info@kriaresources.com www.kriaresources.com
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