TORONTO, ONTARIO -- (Marketwire) -- 06/15/09 -- 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.
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.
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.
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