Vancouver, BC - May 30, 2008 - Golden Predator Mines Inc. (TSX:GP) and Fury Explorations Ltd. (TSX-V:FUR) are pleased to announce that they have entered into a binding letter of intent (the "LOI"), which provides for the business combination of Golden Predator and Fury Explorations. The acquisition of Fury by Golden Predator would represent a key step in Predator's strategy to consolidate the junior mining sector in Nevada and create Nevada's next mid-tier metals producer.
The LOI contemplates that Golden Predator and Fury will complete a business combination (the "Business Combination"), whereby shareholders of Fury will receive for each share of Fury held by them, one third of a common share of Golden Predator and one half of a common share purchase warrant of Golden Predator, with each full warrant being exerciseable to acquire an additional common share of Golden Predator at an exercise price of $3.35 for a period of three years from the date of the closing of the Transaction. Following closing of the transaction Golden Predator will use its reasonable efforts to have such common share purchase warrants listed for trading.
The LOI creates an obligation on the parties to use reasonable commercial efforts to prepare and enter into a definitive acquisition agreement. It is expected that the Business Combination will occur by way of a plan of arrangement subject to review of tax, accounting, corporate and applicable securities law issues. Assuming satisfactory completion of a 20 day mutual due diligence period commencing today, the Business Combination will be subject to receipt of regulatory approvals, court approval and, shareholder approval of Golden Predator and Fury, as applicable.
The LOI contemplates that the directors and officers of Fury and Golden Predator will enter into lock-up and support agreements, whereby they will agree to vote in favour of the Business Combination at any shareholder meeting held for that purpose. The LOI also provides for a break-fee in the amount of $1 million in certain circumstances.
Upon completion of the transaction, the LOI provides that Fury may nominate a director to the board of directors of Golden Predator.
The merger of Golden Predator and Fury along with their subsidiaries will form a new, well financed, mid tier force in the Nevada precious and strategic metals exploration and development arena. The Combined Entity intends to aggressively leverage its strategic advantage of existing production facilities, revenue stream, quality properties, highly experienced and talented production and management personnel, and a strong balance sheet to create a leader in the North American mining sector. Key assets of the combined company will include:
Golden Predators Mines Inc.
Golden Predator Mines Inc. is a TSX listed company whose principal assets include the Springer Tungsten Mine and Mill Complex located in northwest Nevada, the Lyle Campbell Royalty Trust, and a number of important epithermal bonanza gold and silver projects located in Nevada and adjacent states.
Springer hosts a historical resource estimate of 3.35 million tons grading 0.458% WO3 and a modern 1,200 ton per day mill. The historical resource was completed by General Electric in 1980, but is non-compliant within the definitions and standards outlined in NI43-101, has not been verified by any of Fury's or Golden Predator's Qualified Persons, and is provided for information purposes only and as such should not be relied upon. Neither Golden Predator nor Fury is treating the historical estimate as current mineral resources or mineral reserves as defined in NI43-101. Golden Predator has submitted its operational permits to restart the facility and anticipates commissioning of the mill by year end. The Springer facility was acquired through Energy Metals Corporation, a wholly owned subsidiary of Uranium One, by way of purchase from General Electric Corporation. General Electric invested US$71 million in the construction and commissioning of the facility.
Golden Predator also controls the Fostung project in Ontario. Fostung contains an NI43-101 compliant Inferred Resource, using a 0.125% WO3 cutoff grade, of 12.4 M tonnes at a grade of 0.213% WO3 for 58 million pounds of contained WO3 (resource based November 30, 2007 NI43-101 report prepared for GPM). A preliminary mining study by Union Carbide in 1981 considered an open pit scenario (300' depth @ 6,500 tpd) with an average waste to ore strip ratio of 2.16:1. Golden Predator will initiate diamond drilling on the property this year to expand the resource to depth and test for the potential for higher grade areas of mineralization along favorable structures as well as to define and quantify the significant molybdenum mineralization that accompanies the tungsten.
In addition to Golden Predator's significant tungsten holdings, it also has interests in a number of gold properties in Nevada and adjacent states including the Adelaide project, Lewis project (40% interest through JV with Madison Minerals MMR-TSXV), Lantern project, Quartz Mountain project in Oregon, the High Grade project in northeastern most California. Golden Predator has submitted permits for the construction of a centralized CIL-gravity gold mill to be located at the Springer complex to process high grade gold ores from the region lying within 300 miles of Springer. It is Golden Predator's business model to feed the mill with ore developed from its own properties in the area.
The Lyle Campbell Royalty Trust includes claims and royalty positions covering the Pan Property, leased by Midway Gold Corp. (Measured and Indicated 18.96mm tons grading 0.019 opt containing 361,400 ounces of gold plus an additional Inferred Resource of 8.3mm tons grading 0.017 opt containing 140,600 ounces of gold as announced by Midway Gold Corp. in a news release dated April 19, 2007) (resource based on September 1, 2007 NI43-101 report prepared for Gold Standard Royalty Corp. and posted at www.sedar.com), both royalty and leases covering significant portions of the Bald Mountain property of Barrick Gold and the Tonkin Springs property leased to US Gold. In total, there are 23 property interests, in the portfolio comprising over 70,000 acres.
Golden Predator intends to focus on its tungsten mine and mill complex and advanced gold assets and will pursue monetization of its non-core precious metal exploration projects along with its vanadium and molybdenum assets through divestiture with a retained royalty and equity interest.
Fury Explorations Ltd.
Fury Explorations is a metals exploration and development company focused on achieving near-term silver production at its royalty-free, 100% owned Taylor project located in eastern Nevada. Taylor hosts a modern mill and associated infrastructure in addition to a NI43-101 compliant open-pit resource of 16.8 million ounces of silver (see the following table and FUR's press release PR2007-16, dated September 4, 2007 for more information regarding the Taylor silver resource)
|Taylor Project Mineral Resource – 1.2 oz/t cut-off|
|Resource Class||Ore Tons (thousand tons)||Silver Grade (ounces/ton)||Contained Silver (ounces)|
|Measured (M) Mineral Resource||1,238||2.50||3,095,000|
|Indicated (Id) Mineral Resource||5,195||2.27||11,793,000|
|Inferred (If) Mineral Resource||757||2.54||1,923,000|
Fury recently filed applications for both a Plan of Operations to the US Forest Service and a Water Pollution Control permit with the Nevada Division of Environmental Protection in connection with its redevelopment efforts at Taylor.
In addition, the Company has signed a Memorandum of Understanding with the USDA Forest Service (USFS) for the final stage of USFS permitting for the Taylor Project.
The Memorandum of Understanding has been issued as a result of the submission of the Plan of Operations in December 2007 and defines that the final USFS environmental review of the Project will be based on an Environmental Assessment (EA). An EA is the most straightforward of the environmental review processes that the USFS could have chosen to impose.
Fury is also actively exploring two early stage projects in Mexico to complement its late stage development efforts at Taylor. The Guijoso and Magistral concessions, both located in Jalisco State have been the subject of recent drill programs. The company is pleased with results and is considering follow-up drilling to expand zones outlined to date.
Fury has engaged PI Financial Corp. to act as its financial advisor in connection with this transaction.
Golden Predator is a gold and tungsten mining company focused on mineral development in Nevada and surrounding states. The company intends to augment its dominant position in the domestic tungsten business through high grade gold development and production. Its current principal project is the Springer Facility, a 1,200 ton per day mine and mill complex built by the General Electric Company between 1979 and 1982. While it had a 13-year mine life at time of construction, GE only operated the facility for eight months when it ceased production in 1982 and placed Springer on care and maintenance due to falling tungsten prices. Golden Predator is in the process of re-commissioning the mill, which will be operational by the end of this year when it will be the only operational tungsten mill in the United States.
Fury Explorations is a silver focused exploration and development company uniquely positioned to become a near-term, silver producer. The Company's Nevada based Taylor project is expected to enter commercial production during Q1 2009 without the need for significant capital expenditure and is the center piece of the Company's strategy for internally funded growth and discovery. In addition to preproduction activities at Taylor, the Company is assembling and exploring a pipeline of prospective properties in North America.
|GOLDEN PREDATOR MINES, INC.|
William M. Sheriff
President & CEO
|FURY EXPLORATIONS LTD.|
President & CEO
Cautionary Statements: Completion of the transaction is subject to a number of conditions, including regulatory approval, shareholder approvals, completion of satisfactory due diligence, a definitive agreement and approval of the British Columbia Supreme Court. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of exploration and development stage resource companies should be considered highly speculative.
Forward-Looking Statements: Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the corporations' periodic filings with Canadian Securities Regulators. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. Statements in this press release other than purely historical information, including statements relating to the company's future plans and objectives or expected results, constitute forward-looking statements. Forward looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the company's business, including risks inherent in mineral exploration and development. The company does not assume the obligation to update any forward-looking statement.
Qualified Persons: Dr. Art Etllinger, a qualified person as defined by National Instrument 43-101, has reviewed this news release for Golden Predator and is responsible for its content as it relates to Golden Predator. Mr. Ken Thorsen, B.Sc. P.Eng., Chairman and Director of Fury Explorations a qualified person as defined by National Instrument 43-101, has reviewed this news release for Fury Explorations and is responsible for its content as it relates to Fury Explorations.
This press release does not constitute an offer of securities in the United States. The securities referenced herein have not been and will not be registered under any federal or state securities law of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Toronto Stock Exchange and the TSX Venture Exchange have in no way passed upon the merits of the proposed transaction and have neither approved nor disapproved the contents of this press release.