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
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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