TORONTO, ONTARIO -- (Marketwire) -- 07/17/09 -- Beartooth Platinum Corporation (TSX VENTURE: BTP) ("Beartooth") and Kria Resources Inc. ("Kria"), a private company, are pleased to announce the closing of the previously-announced acquisition of all of the issued and outstanding securities of Kria by way of a statutory plan of arrangement (the "Acquisition").
As a result of the completion of the Acquisition, the common shares of Beartooth have been consolidated on the basis of one new common share (a "New Kria Share") for every twenty old Beartooth shares. The current issued and outstanding share capital of Kria consists of 39,178,285 common shares. Accordingly, accounting for the share consolidation, upon completion of the Arrangement there will be approximately 47,312,364 New Kria Shares issued and outstanding.
Pursuant to the terms of an escrow agreement (the "Escrow Agreement") dated July 3, 2009 among the resulting issuer ("New Kria"), Equity Transfer & Trust Company and certain escrow security holders, an aggregate of 5,341,638 New Kria shares have been placed in escrow, whereby 5% of such shares will be released immediately upon the issuance of the TSX Venture Exchange bulletin evidencing final acceptance of the Acquisition (the "Bulletin") and the balance of such shares shall be released in 5%, 10% and 15% intervals every 6 months thereafter, with the remaining 40% of such shares to be released from escrow three years from the date of the Bulletin. In addition, options to purchase an aggregate of 3,275,000 New Kria shares and 245,703 warrants to purchase an aggregate of 245,703 New Kria Shares held by certain principals of the resulting issuer are subject to the terms of the Escrow Agreement, whereby 5% of such options were released immediately upon the issuance of the Bulletin and the balance of such options shall be released in 5%, 10% and 15% intervals every six months thereafter, with the remaining 40% of such options to be released from escrow three years from the date of the Bulletin.
Beartooth has filed articles of amendment changing its name to "Kria Resources Ltd.", as approved by shareholders of Beartooth at an annual and special meeting held on March 27th, 2009.
The Board of Directors of Kria Resources Ltd. now consists of Messrs. Mike Hoffman, Stan Bharti, David Gower, Peter Harder and Bruce Humphrey. Upon closing of the Acquisition, Kria Resources Ltd. entered into consulting agreements with Mr. Hoffman, the President and Chief Executive Officer of Kria Resources Ltd. (the "Hoffman Consulting Agreement") and Ms. Anna Ladd, the Chief Financial Officer of Kria Resources Ltd. (the "Ladd Consulting Agreement"). Pursuant to the terms of the Hoffman Consulting Agreement, in the event of a change of control, Mr. Hoffman will be entitled to receive a lump sum payment in the amount of $750,000 and shall be entitled to terminate the Hoffman Consulting Agreement in the event that he is no longer engaged as the President and Chief Executive Officer, or is required to relocate more than 50 kms from his current work place, pursuant to a change of control. Pursuant to the terms of the Ladd Consulting Agreement, in the event of a change in control, Ms. Ladd will be entitled to receive a lump sum payment in the amount of $300,000 and shall be entitled to receive an amount equal to all cash bonuses paid during the 24 month period prior to the change in control. In addition, Ms. Ladd may terminate the Ladd Consulting Agreement in the event that she is no longer engaged as the Chief Financial Officer, or is required to re-locate more than 50 kms from her current work place, pursuant to a change of control.
The stock symbol KIA has been reserved and it is expected that the New Kria common shares will begin trading shortly on the TSX Venture Exchange under its new name and trading symbol.
In connection with the completion of the Acquisition, Kria has entered into a $600,000 secured debenture with Aberdeen International Inc. ("Aberdeen") pursuant to which Kria has drawn-down $100,000 on closing, June 16, 2009 (the "Debenture"). All principal amounts drawn down by Kria shall be due and payable on December 31, 2010 and shall be subject to interest at a rate of 10.0% per annum. The Debenture is secured against all of Kria's assets and shall rank senior in priority to any and all other debts of Kria save for the security interest held by Xstrata Canada Corporation. Upon draw-down of the initial $100,000, Kria shall pay Aberdeen a facility fee in connection with the Debenture in the amount of $25,000 as well as issue 50,000 share purchase warrants to Aberdeen, with each share purchase warrant being exercisable for one common share of Kria at a price which is equal to $0.40 at any time prior to June 16, 2010. In the event that Kria draws-down the remaining $500,000, Kria shall issue a further 200,000 warrants exercisable for one common share of Kria at a price equal to not less than the closing market price of the common shares of Kria as of the date prior to the date of issuance.
About Beartooth Platinum
Beartooth Platinum Corporation is focused on the exploration for Platinum Group Metals (PGE) globally. The Company has property interests in two of the world's most significant 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. Stillwater Mining Company (SMC) currently operates two mines on the J-M Reef. Beartooth's mineral claims are contiguous with these significant resource properties. As disclosed in a press release dated June 15, 2009, Beartooth has entered into a Letter of Intent with Nevoro Inc. regarding the proposed sale of the Stillwater Complex. The sale remains subject to, among other things, satisfactory due diligence and any required regulatory approvals.
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.
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