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| | Mon Mar 3, 2008
Firestone Ventures Inc. Plans Spin-out of Canadian Properties and Signs Memorandum of Understanding with Sherwood Copper Corp.
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| | March 3, 2008 - Firestone Ventures Inc. (FV:TSX-V, F5V:FSE) is pleased to announce it plans to spin-out its Canadian assets, including the Sonora Gulch gold project, into a new public company called Northern Tiger Resources Inc. This will allow Firestone to focus its resources and efforts on advancing the Torlon Hill project and its other interests in the emerging Cuchumatanes zinc-lead-silver district in Guatemala, while giving shareholders exposure to a new company focused primarily on exploration in the active Dawson Range in the central Yukon. Details regarding the nature and timing of this transaction are currently being finalized by Firestone's management, and will be subject to Northern Tiger completing a successful private placement and obtaining required TSX-V, court, shareholder and regulatory approvals.
In addition, Firestone signed a Memorandum of Understanding (MOU) with Sherwood Copper Corp. (SWC:TSX-V) and their wholly owned subsidiary Minto Explorations Ltd. (collectively Sherwood) to cooperate in exploring Yukon's Dawson Range area.
Under the terms of the MOU, Sherwood will vend to Northern Tiger a 100% interest in four Dawson Range exploration properties and an extensive historical exploration database for the region. In addition, Northern Tiger and Sherwood will enter into a Regional Exploration Alliance Agreement (REAA). The REAA will provide for input and cooperation on planning and executing exploration programs and long-term strategies for the area, sharing of proprietary technical expertise to assist in exploration and project advancement, and access to Sherwood's infrastructure to facilitate area exploration.
Sherwood will retain back-in rights to acquire a 65% interest in any of Northern Tiger's projects located within a 50 km radius that are found to have mineralization amenable to processing in Sherwood's existing Minto Mine facilities. The back-in rights are triggered within 30 days of Northern Tiger presenting Sherwood with an independent preliminary economic assessment prepared in accordance with National Instrument 43-101 on a particular property. Sherwood will pay to Northern Tiger two times the expenditures spent on the applicable property to the date of acquisition and become sole operator. The back-in rights may also be triggered within 30 days of Northern Tiger presenting Sherwood with a National Instrument 43-101 compliant positive pre-feasibility study. Sherwood will pay to Northern Tiger three times the expenditures spent on the applicable property to the date of acquisition and will become sole operator.
As consideration for the exploration properties, historical database and support through the REAA, Northern Tiger shall issue to Sherwood that number of shares equivalent to twenty-five (25%) of the issued and outstanding shares of Northern Tiger as of the date immediately prior to a private placement planned to provide operating and exploration funding for the new company.
Closure of the transaction is subject to a number of conditions, including execution and Board of Director approval of formal agreements and obtaining required regulatory and shareholder approvals.
"The Spin-out will allow Firestone to concentrate on our advanced Torlon Hill zinc-lead-silver project in Guatemala while reducing future stock dilution," says Lori Walton, President of Firestone Ventures Inc. "We are confident that Firestone shareholders will benefit from the experience, knowledge and capabilities of the Northern Tiger-Sherwood Copper exploration alliance in advancing the Sonora Gulch project and identifying other quality projects in the Dawson Range mining district."
"By this transaction, Sherwood Copper would gain exposure to exploration targets outside of its Minto Mine property, having both (1) a back in right to any deposits discovered close to its existing mine infrastructure that could be processed at the existing infrastructure and (2) equity exposure to any other discoveries made through this alliance," said Stephen Quin, President & CEO of Sherwood Copper. "I believe this is a win-win transaction for our respective shareholders that accelerates the exploration activity in the area of the Minto Mine and in the Yukon, beyond what Sherwood would do on its own."
Firestone Ventures Inc. is a well-financed Canadian-based resource exploration and development company with zinc, gold and uranium projects in Western Canada and Central America. The common shares of the Company are currently listed on the TSX Venture Exchange (symbol FV) and the Frankfurt Stock Exchange (symbol F5V). For further information please contact:
Lori Walton, P. Geol., President
Toll Free: 1-888-221-5588
Fax: (780) 428-3476
info@firestoneventures.com
www.firestoneventures.com
Trading Symbol: FV: TSX-V; F5V: FSE
For Investor Relations please call: Contact Financial Inc. at (604) 689-7422
Investors can also visit www.agoracom.com/IR/Firestone or email questions to FV@agoracom.com.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. |
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