Tue May 27, 2008 Corporate update and FAQ about Northern Tiger Spin-out
May 27, 2008 - Firestone Ventures Inc. (FV:TSX-V;F5V:FSE) is pleased to provide an update on the status of the proposed spin-out of its Canadian assets into a new public company called Northern Tiger Resources Inc. ("Northern Tiger").
Under a proposed Plan of Arrangement, Firestone Ventures Inc. ("Firestone") will spin-out its Canadian assets, including the Sonora Gulch gold-silver project in the Yukon, into Northern Tiger (see News Release dated March 3, 2008). In addition, Northern Tiger has signed an Acquisition Agreement with Sherwood Copper Corporation's wholly owned subsidiary, Minto Explorations Ltd. ("MintoEx"), owner and operator of the high grade Minto copper-gold mine 40 kilometres east of Sonora Gulch. MintoEx will receive a 25% interest in Northern Tiger (prior to the proposed private placement) in exchange for contributing five sets of mineral claims in the Minto region as well as MintoEx's extensive Yukon exploration database. MintoEx will also participate with Northern Tiger in a regional exploration alliance to explore the Dawson Range area of Yukon Territory, Canada for additional mineral discoveries. MintoEx also retains certain back-in rights on Northern Tiger's projects.
Under the Plan of Arrangement, Firestone shareholders will receive one common share of Northern Tiger for each five common shares of Firestone they own. Firestone shareholders of record on May 20, 2008 will be mailed an Information Circular with the details of the Plan of Arrangement. A Special Meeting of Shareholders is scheduled for June 23, 2008 to consider, and if deemed appropriate, approve the Plan of Arrangement. Firestone shareholders who own or purchase shares before a planned June 16, 2008 trading halt will participate in the Plan of Arrangement. The transaction is subject to Northern Tiger obtaining required TSX-V, court, shareholder and regulatory approvals.
A Technical Report "National Instrument 43-101 Report on the 2006 and 2007 Exploration Programs, Sonora Property, Dawson Range, Yukon" by C. Schulze, P.Geo. and dated April 28, 2008 is available for viewing on the SEDAR website at www.sedar.com.
Private Placement
Northern Tiger intends to raise a minimum of $1 million for exploration and operating activities through a non-brokered private placement of a combination of units ($0.30 per unit) and flow-through shares ($0.33 per common share) to institutions and other investors, subject to regulatory approval. Each unit consists of one (1) common share and one half (½) warrant. Each full warrant is exercisable at $0.45 and expires in 24 months.
For additional information, shareholders are referred to the FAQ at the bottom of this news release and on Firestone's website at www.firestoneventures.com .
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
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 .
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release
FAQ
Why is the spin-out beneficial to Firestone shareholders?
Firestone believes that the spin-out will reduce future dilution in Firestone and enable the company to better focus its efforts on the rapidly advancing high grade zinc-lead Torlon Hill project in Guatemala. Firestone shareholders will also be able to participate in the success of Northern Tiger as it explores the Yukon's active Dawson Range area through its new regional exploration alliance with MintoEx.
How do I find out details about the spin-out transaction?
Firestone shareholders of record on May 20, 2008 will be mailed an Information Circular outlining the details of the Plan of Arrangement. A Special Meeting of Shareholders will take place in Edmonton on June 23, 2008 for shareholders to consider, and if deemed appropriate, approve the Plan of Arrangement.
I am a shareholder of Firestone Ventures Inc. What will happen to my shares?
You will retain all of your Firestone shares. In addition, Firestone shareholders who own or purchase shares before the planned June 16, 2008 trading halt will participate in the Plan of Arrangement and receive one Northern Tiger share for every five Firestone shares held. If you become a Firestone shareholder after the planned June 16, 2008 trading halt, you will not be entitled to receive any Northern Tiger common shares.
What will happen to Firestone Ventures Inc.?
Firestone Ventures will retain its Torlon Hill high-grade zinc-lead project in Guatemala, Central America and $1.5 million in working capital. The share structure will remain the same, with 65 million shares outstanding (71 million fully diluted).
You can view the Next News Releases item: Wed May 28, 2008, Firestone Ventures Project Update
You can view the Previous News Releases item: Tue Apr 15, 2008, Firestone Ventures Intersects 19.81 Metres of 10.01% Zinc, 4.66% Lead at Torlon Hill
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