540 Capital Corp.
TSX VENTURE : FA.P

March 10, 2008 13:23 ET

540 Capital Corp. Announces Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - March 10, 2008) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

540 Capital Corp. (TSX VENTURE:FA.P) ("540" or the "Corporation") today announced that it has entered into an arm's length letter of intent dated March 7, 2008 pursuant to which the Corporation intends to acquire 100% of the outstanding common shares and warrants of Golden Dory Resources Limited ("Golden Dory") in exchange for an equal number of shares and warrants of the Corporation (the "Acquisition"). The Acquisition is intended to constitute a Qualifying Transaction of the Corporation and is conditional upon Golden Dory holding, on closing of the Acquisition, the interests in the various mineral properties described below, and regulatory approval.

About Golden Dory

Golden Dory is a private corporation that was formed to participate in the acquisition, exploration and development of mineral claims in the province of Newfoundland and Labrador. Golden Dory has optioned various mineral claims and in addition holds a 100% legal and beneficial interest in various mineral claims with gold, uranium and base metal potential in the Province of Newfoundland and Labrador.

Golden Dory's Burin Project

Golden Dory retained James L. Harris, P. Geo., to prepare a technical report dated February 13, 2008 (the "Harris Report") under National Instrument 43-101 on the Burin Project of Golden Dory, the "Qualifying Property". Mr. Harris is a Professional Geoscientist registered with the Professional Engineers and Geoscientists of Newfoundland and Labrador and is a Qualified Person, as defined in National Instrument 43-101.

The Burin Project consists of 2759 mineral claims in 34 licences, covering 68,975 hectares in three claim groups acquired mainly through direct staking (100% owned) with additional rights to claims acquired through separate option agreements. The three claim groups are: 1) Lawn/Salmoneir Hill property, 2479 claims (61,975 hectares) in 27 licences; 2) Grand Beach property, 200 claims (5000 hectares) in 5 licences; and 3) Gisborne Lake property, 80 claims (2000 hectares) in 2 licences. All of the mineral claims are located in the Fortune Bay and Burin Peninsula regions of southern Newfoundland. The details of all optioned ground is discussed below and any claims referred to as 100% owned are claims directly staked by Golden Dory.

All claims lie within the Avalon Zone of the Appalachian Orogen and are underlain by late Neoproterozoic volcanic and sedimentary rocks of peri-Gondwanan affinity that are capped unconformably by a Lower Paleozoic shale dominated cover sequence. These sequences have been intruded by a variety of granitic rocks including the Devonian alaskitic St. Lawrence Granite. All claims were staked or optioned based on the potential for the uranium, IOCG and/or base metal potential of the underlying rocks.

In 2007, Golden Dory contracted NovaTem to fly a high resolution airborne magnetic and radiometric geophysical survey. In the late summer of 2007 Golden Dory initiated a reconnaissance prospecting program that targeted the Lawn and Grand Beach areas. Based on the airborne geophysical data and results from the prospecting program Golden Dory staked the additional claims which now constitute the Burin Project.

The Burin Project's three claim groups include: 1) the Lawn/Salmonier Hill property consisting of 2479 claims (61,975 hectares) in 27 licences staked in 2007 of which Golden Dory has a 100% interest in 2454 claims (61,350 hectares) in 25 licences (staked by Golden Dory) and another 25 claims (625 hectares) in two licences which are subject to an option agreement with Tom McLennon of Grand Falls-Windsor, NL, and Darrin Hicks of Milltown, NL, covering licences 12703M and 12704M (see terms below); 2) the Grand Beach Property comprising 200 claims (5000 hectares) all subject to an option agreement with Eddie Quinlan of Boyd's Cove, NL, covering licences 10651M, 10652M, 13092M, 13388M and 13578M (see terms below); and 3) the Gisborne Lake Property which is 100% owned by Golden Dory consisting of 80 claims (2000 hectares) in 2 licences, also staked in 2007.

a) Lawn Property Option Agreement

Pursuant to an option agreement dated March 17, 2007 (the "Lawn Property Option Agreement") with Tom McLennon of Grand Falls-Windsor, Newfoundland and Labrador and Darren Hicks of Milltown, Newfoundland and Labrador (collectively the "Lawn Property Optionors"), Golden Dory acquired the option (the "Lawn Property Option") to purchase a 100% interest (subject to a 2% NSR, 50% of which may be purchased by Golden Dory for $1 million) in the Lawn uranium properties which consists of 25 mineral claims in 2 licenses covering 625 hectares (the "Lawn Property"). The Lawn Property Option may be exercised by Golden Dory paying an aggregate of $35,000 in cash, issuing 250,000 Golden Dory shares over four years and completing a minimum of $25,000 in exploration expenditures to ensure that the claims are in good standing during the four year term of the Lawn Property Option.

b) Grand Beach Property

Pursuant to an option agreement dated March 3, 2007 (the "Grand Beach Property Option Agreement") with Eddie Quinlan of Boyd's Cove, Newfoundland and Labrador (the "Grand Beach Property Optionor"), Golden Dory acquired the option (the "Grand Beach Property Option") to purchase a 100% interest (subject to a 2% NSR, 50% of which may be purchased by Golden Dory for $1 million) in the Grand Beach uranium properties which consist of 200 mineral claims covering 3,200 hectares (the "Grand Beach Property"). The Grand Beach Property Option may be exercised by Golden Dory over a four year term by paying an aggregate of $35,000, issuing a total of 250,000 Golden Dory shares over the four year term and conducting exploration work on the Grand Beach Property which will sufficiently cover the amount of assessment credits needed to keep the Grand Beach Property in good standing each year which consists of cumulative expenditures of $50,000 by the end of year one, $75,000 by the end of year two and $100,000 by the end of year three. The Grand Beach Property Optionor will also receive an annual advance royalty payment of $5,000 per year beginning no later than twenty four months after Golden Dory has exercised the Grand Beach Option, such advance royalty payments to be deductible from future NSR payments;

c) Salmonier Hill Property

Golden Dory is the legal and beneficial owner of a 100% interest in the Salmonier Hill base metal property which consists of 1541 claims in 9 licences covering 38,525 hectares which were staked by Golden Dory in 2007.

d) Gisborne Lake Property

Golden Dory has a 100% interest in the 80 claim (2000 hectare) Gisborne Lake property situated on the south coast of Newfoundland. The Gisborne Lake Property was staked in 2007 by Golden Dory to cover rocks considered prospective for uranium as well as iron oxide copper gold (IOCG) deposits.

The Lawn Project, the Grand Beach Property and the Salmonier Hill Property are all located immediately adjacent to and surrounding the communities of Lawn, Grand Beach and Lamaline on the southern portion of the Burin Peninsula of Newfoundland. The properties straddle portions of NTS map sheets 1L/13, 1L/14, 1M/3 and 1M/4, and are underlain largely by intrusive rocks of the St. Lawrence Granite, an alaskitic granite known to host numerous base and precious metal occurrences as well as the past producing fluorspar deposits at St. Lawrence. The St. Lawrence Granite, host to most of the mineral occurrences in the region, is a Devonian alaskitic intrusion, similar in nature to the host rocks at the Rossing uranium mine in Namibia, one of the world's largest producers of uranium.

Golden Dory's claims cover numerous mineral occurrences and prospects including the Radex uranium showing, discovered in the 1970's and which returned historic grab sample results of 0.33% U3O8, along with 26.3% lead, 4.39% zinc and 1.06 ounces silver (the assay results are noted in an archived report on file with the Department of Natural Resources, no description of lab or assay method was supplied). A limited amount of regional scale exploration was carried out in the past, notably by BP Minerals and Radex Minerals in the search for uranium, but insufficient work left numerous unexplained geochemical and radiometric anomalies. Reconnaissance work by Golden Dory has identified large areas of anomalously radioactive intrusive rock, with hand held RS 120 Super Scints and RS 125 Super Specs recording local values in cps (counts per second) ranging up to 12, 200 cps over a background ranging from 200-400 cps. Golden Dory has completed approximately $342,806.00 in exploration on the Burin project in 2007. A 2008 budget of $715,000 has been proposed to complete radiometric coverage over the recently expanded property followed by property wide prospecting and detailed sampling all radiometric anomalies for uranium as well as any associated base and precious metals.

To date, no field work has been completed over the Gisborne Lake Property by Golden Dory. In 2007, Golden Dory contracted NovaTem to fly a high resolution airborne magnetic and radiometric geophysical survey over all portions of the Burin Project including the Gisborne Lake property. The results are currently being screened for high priority targets for follow up prospecting in 2008 as part of the $715,000 2008 exploration program for the Burin Project.

The Gisborne Lake Property is reported to host unexplained geochemical anomalies (up to 5600 ppm U3O8 in soils as determined by fluorometric U3O8 analysis carried out at Barringer Magenta Laboratories in Calgary, Alberta - historical in nature and not verified by Golden Dory) and radiometric anomalies identified by various government regional surveys completed in the 1970's and 1980's, and by CEGB Exploration Canada in the 1980's. Golden Dory is proposing a reconnaissance prospecting program over any prospective targets identified from the 2007 radiometric survey.

Golden Dory's Brady Property

The Brady property is located on NTS map sheets 2D/5 and 2D/12 to the north and west of the Northwest Gander River and within 3 kms (west) of Route 360 in central Newfoundland. The Brady Property consists of 11 licences totaling 419 claims (10,475 hectares or 105 square kilometers) held in the name of Golden Dory. The Brady Property was purchased from Datan Resources Ltd. ("Datan"), a private Newfoundland based exploration company, in May, 2007 in exchange for a 1% NSR and the issuance of 250,000 common shares. Should Golden Dory decide to abandon the Brady Property it has agreed to return the Brady Property to Datan with the Brady Property being in good standing for a minimum of six subsequent months.

The Brady Property lies within the Newfoundland Central Mobile Belt and is underlain by Cambro-Ordovician ophiolitic rocks (serpentinites) of the Dunnage Zone and metasedimentary rocks of the Gander Zone. The ophiolitic rocks of the Coy Pond Complex form a linear belt that underlies much of the central and southeastern portions of the property. These rocks are in fault contact to the northwest with metasedimentary rocks of the Spruce Brook Formation. Quartz and quartz-feldspar-hornblende porphyries locally intrude the Coy Pond Complex.

In 2002, gold bearing float boulders assaying up to 4.0 g/t Au were discovered by Datan Resources near the north bank of the Northwest Gander River, (Au by fire assay analysis at Eastern Analytical Ltd(i)., Springdale, NL, Golden Dory has not verified the results). The property was subsequently optioned to Linear Resources who carried out a program of geological, geochemical and geophysical surveying followed by a 6 hole (910 meter), drill program in early 2003. The drilling was successful in defining a mineralized zone (Brady Prospect) consisting of disseminated pyrite, arsenopyrite and chalcopyrite in brecciated and quartz veined quartz porphyry and mafic volcanic rocks. with dimensions of 300 by 300 meters and at least 100 meters in thickness with drill intercepts ranging up to 1.1 grams per tonne gold over 21.5 meters (Linear Resources press release; Au by fire analysis at Eastern Analytical Ltd(i)., Springdale, NL, not verified by Golden Dory).

Linear subsequently formed a joint venture with Meridian Gold in August 2003. A second drilling program totaling 1594.7 meters in 9 holes followed, which intersected additional gold mineralization including 1.07 g/t Au over 31.9 meters (BO-04-15) from the Brady Prospect (Au by fire assay at Eastern Analytical(i) in Springdale, NL). The mineralization has not yet been closed off and is open for expansion. In spite of the success, the Linear/Meridian joint venture was dissolved in early 2004 after Linear Resources relinquished the claims deciding to focus on its Mexican assets.

Total expenditures on the property between 2002 and 2004 total in excess of $700,000, including 2505 meters of diamond drilling in 15 holes. Since acquiring the project in early 2007, Golden Dory has completed approximately $79,438.00 in exploration consisting of prospecting and sampling.

A technical report dated February 13, 2008 on the Brady Property by James L. Harris, P. Geo., recommends further work prior to additional drilling at the Brady Property including line cutting, soil geochemistry, evaluation of existing geophysical surveys, additional induced polarization (IP) surveying, trenching and diamond drilling. Mr. Harris is a Professional Geoscientist registered with the Professional Engineers and Geoscientists of Newfoundland and Labrador and is a Qualified Person, as defined in National Instrument 43-101. A $415,000 exploration program has been proposed for 2008 which will include 1000 meters of infill drilling on the Brady Prospect. Golden Dory will be seeking a joint venture partner, preferably a mid tier to senior gold company, to jointly explore the project.

Golden Dory's Sterling Property

The Sterling property is located on the Springdale Peninsula, north-central Newfoundland, near the community of Springdale. It consists of 195 claims in eight licences and covers 4,875 hectares or 49 square kilometers. The claims were initially staked in June of 2006 by Dean Fraser to cover the former Sterling and Lady Pond mines and the Twin Pond and Sullivan Pond prospects. The claims were vended into Golden Dory in the May, 2007. Under the purchase agreement Mr. Fraser received 250,000 common shares of Golden Dory and he retains a 1 % NSR.

The Sterling Property lies within the Notre Dame Subzone of the Dunnage Zone and is underlain by Cambro-Ordovician ophiolitic rocks of the Lushs Bight Group. The group is host to approximately 100 volcanogenic sulphide occurrences including the former Little Bay, Whalesback and Little Deer mines. These sulphide occurrences are typical Cyprus-style volcanogenic massive sulphide deposits and exhibit a relatively simple copper-pyrite +/- zinc, gold and cobalt mineralogy. In 1964, Brinex initiated an extensive exploration program in the Sterling area which led to the drilling of 51 holes which intersected stringers, veinlets and small pods of massive sulphide hosted by chlorite schist. Assay results from diamond-drill hole SP-68-01 returned values of up to 5.5% Cu over 4.4 meters including 13.8% Cu over 1.4 meters (all results reported above are historical in nature and have not been verified by Golden Dory, all assaying was completed at Atlantic Analytical Limited, currently Eastern Analytical Limited(i) in Springdale, Newfoundland).

Work on the Sterling Property in 2007 by Golden Dory totaled approximately $65,881.00 and consisted of reconnaissance prospecting and sampling in areas surrounding the Sterling and Lady Pond mines as well as the Sullivan and Twin Pond prospects. Assay results from samples collected by Golden Dory personnel from the Sterling Mine prospect returned up to 9.3% Cu, 0.059% Co and 7.88 g/t Ag. Selected sulphide material collected by Golden Dory personnel from the Lady Pond Mine area returned a maximum of 6.8% Cu, 0.137% Co and 6.51 g/t Ag (analytical work was carried out at Eastern Analytical Limited(i), in Springdale Newfoundland by acid digestion and Atomic Absorption finish). A technical report dated February 13, 2008 on the Sterling Property by James L. Harris, P. Geo., supports the following recommendations. Mr. Harris is a Professional Geoscientist registered with the Professional Engineers and Geoscientists of Newfoundland and Labrador and is a Qualified Person, as defined in National Instrument 43-101. Given the amount of previous exploration, including diamond drilling, Golden Dory plans to carry out a deep penetrating airborne EM geophysical survey to test for prospective massive sulphide targets deeper than 200 m (i.e. below levels previously tested by drilling and ground geophysics). The estimated cost of this program is $150,000 and will also include limited prospecting if warranted. Golden Dory will be seeking a joint venture partner to explore the property.

Other Properties

Golden Dory has the right to earn interests in two other projects in Newfoundland and Labrador. These properties consist of the Lucky Moose Ni/Cu property on the Island of Newfoundland and the Sims Ridge (U) property located in Western Labrador. Golden Dory currently has no direct interest in any of the following properties but has signed letter agreements with the principals and property owners. There have been no NI 43-101 reports prepared for any of these other properties. The exploration information contained herein has been prepared by Timothy Froude, P. Geo., VP Exploration with Golden Dory Resources who is a Qualified Person, as defined in National Instrument 43-101 and who has recommended the following work programs on these other properties.

Lucky Moose Property

The Lucky Moose Property consists of 593 claims (148 square kilometers) in western Newfoundland approximately 100 kilometers southwest of the port city of Corner Brook. The claims cover rocks deemed prospective for nickel and copper mineralization. The property is grassroots in nature with no previous exploration history. Selected samples collected by Golden Dory personnel from gossanous outcrops on the property have returned assays from grab samples of up to 0.25% Ni and 0.32% Cu. The analyses (acid digestion with Atomic Absorption finish) were carried out at Eastern Analytical Limited(i) in Springdale, Newfoundland on samples collected and submitted by Golden Dory personnel. The Lucky Moose claims are focused on mafic intrusive rocks of the Ordovician Southwest Brook Complex. The dominant units are gabbro, pyroxenite and anorthosite with minor serpentinite occurring locally.

Golden Dory has signed a letter of intent with Eddie Quinlan and Alan Keats (the "Lucky Moose Optionors") pursuant to which Golden Dory can earn a 30% interest in the Lucky Moose Property by making cash payments of $41,000 and issuing 64,000 common shares over a three year period to December, 2010. The option on the Lucky Moose Property is conditional on Golden Dory becoming a publicly traded company or being acquired by a publicly traded company by July 1, 2008 at which time the first cash payment of $6,000 and an initial tranche of 11,000 common shares will be owing. The Lucky Moose Optionors retain a 2% NSR of which Golden Dory can buy back 0.3% for $300,000.00. The Lucky Moose Optionors have provided a third party with an option to acquire the remaining 70% in the Lucky Moose Property (the "Co-optionee").

The proposed first year Phase 1 exploration program will consist of an airborne magnetic and electromagnetic survey which will be followed by prospecting and rock sampling with the Co-optionee acting as operators. It is estimated that the Phase 1 program will cost approximately $250,000 of which $75,000 will be paid by Golden Dory with the remainder payable by the Co-optionee. Golden Dory and the Co-optionee have agreed to share the costs of exploration and development on the Lucky Moose Property on a 70/30 basis.

Sims Ridge Property

Golden Dory is a 50% joint owner with North American Uranium Corp. ("NAUC") in the 393 claim (9825 hectares) Sims Ridge Property situated in western Labrador on NTS map sheet 23H/11. Golden Dory has entered into a letter agreement dated June, 2007 with NAUC to jointly explore the Sims Ridge Property which has no previous exploration history. Two of the licences totaling 85 claims were staked by Golden Dory, the remaining licences were staked by NAUC. The Sims Ridge Property lies on the western side of the Smallwood Reservoir, a large freshwater lake created to supply the hydroelectric plant at Churchill Falls. The claims lie approximately 130 kilometers northeast of Labrador City, and are best accessed by fixed or rotary wing aircraft.

The Sims Ridge Property is a grassroots property with no previous history of mineral exploration and was staked based on a report published by the Newfoundland and Labrador Department of Natural Resources (Uranium in Labrador), which describes the region as geologically analogous to the Athabasca Basin and therefore possibly prospective for unconformity type uranium deposits. The property is underlain by a sequence of Proterozoic sediments, the Sims Formation, which is comprised of conglomerate, arkose and quartzite, which overlies deformed metasedimentary rocks of the Paleoproterozoic Labrador Trough. No mineral occurrences of any type are reported from the immediate property but minor occurrences of pyrite have been noted in the general area by regional government mapping programs.

The previous history as well as all available government data will be compiled before a first year exploration program is proposed. A reconnaissance prospecting program will be carried out as soon as conditions allow in the second quarter of 2008 at an estimated cost of $80,000.00 ($40,000.00 payable by Golden Dory) to include a four man crew based in Labrador City with fixed wing support.

(i) Eastern Analytical Limited has been in operation for more than 30 years and is well known as a reputable and dependable company throughout the Canadian mining and mineral exploration industry. Eastern uses government certified standards prepared by Canmet. Duplicates, blanks, internal standards and Canmet standards are inserted between every 40 samples to maintain quality control. Random samples are selected at the end of each day and analyzed the following day to check data accuracy. A number of samples are sent periodically to another laboratory for quality control checks as well. At the end of each day the recording technician and chief technician verify the results before the data is sent to the clients.

Rock samples received at Eastern Analytical are dried, crushed and pulped. Samples are crushed to approximately -10 mesh and split using a riffle splitter to approximately 300 g. The sample split is pulverized using a ring mill to approximately 98% minus 150 mesh.

Fire assay procedure: The sample is weighed (15 or 30 grams) into an earthen crucible containing PBO fluxes and then mixed. Silver nitrate is then added and the samples are fused in a fire assay oven to obtain a liquid which is poured into a mold and let cool. The lead button is then separated from the slag and cupelled in to a fire assay oven which obtains a silver bead which contains the gold.

Assay Procedure for Cu, Pb, Zn, Ni, Co: A 200mg sample is digested in a beaker with 10ml of nitric acid and 5ml of hydrochloric acid for 45 minutes. Samples are then transferred to 100ml volumetric flasks and then analyzed on the AA. Lower detection limit is 0.01%,(0.001%Co), no upper detection limit.

Assay Procedure for Ag: A 1000mg sample is digested in a beaker with 10ml of hydrochloric acid and 10ml of nitric acid and then left to evaporate to a moist paste. 25ml of hydrochloric acid and 25ml of de-ionized water are added to dissolve solids. The sample is cooled, transferred to 100ml volumetric flasks and analyzed on the AA. Lower detection limit is 0.01 oz/t, no upper detection limit.

-- Accurassay Laboratories is a privately owned Canadian analytical laboratory offering accredited mineral analysis to the mining and exploration industry. Their main laboratory facility is located in Thunder Bay, Ontario with satellite sample preparation facilities in Gambo, Newfoundland; Sudbury, Ontario and Yellowknife, Northwest Territories. The company offers a variety of analyses many of which, including gold, platinum, palladium, copper, nickel, and cobalt, are accredited by the Standards Council of Canada under ISO/IEC Guideline 17025.

Golden Dory Corporate History and Structure

Golden Dory was incorporated under the Corporations Act (Newfoundland and Labrador) on December 5, 2006. The registered and records office and the head office of Golden Dory is located at 443 J.R. Smallwood Blvd, P.O. Box 794, Gambo, Newfoundland A0G 1T0.

Golden Dory currently has 9,361,000 common shares (the "Golden Dory Common Shares") issued and outstanding and no stock options, warrants or other convertible securities other than share purchase warrants to purchase up to 1,851,000 common shares exercisable at $0.40 per common share until September 15, 2008; share purchase warrants to purchase up to 640,000 common shares exercisable at $0.40 per common share until December 15, 2008; share purchase warrants to purchase up to 112,500 common shares exercisable at $0.45 until September 15, 2008 and share purchase warrants to purchase up to 22,500 common shares exercisable at $0.45 until December 15, 2008 (collectively the "Golden Dory Warrants").

The principal shareholders of Golden Dory are Kevin Keats, Roland Quinlan, John Ryan, Cyril Reid, Dean Fraser, Gordon Fretwell and Steve Stares (collectively the "Principal Shareholders").

Summary of Golden Dory Financial Information

Based on management prepared financial statements for the year ended December 31, 2007, Golden Dory had no revenue, expenses of $166,150 and a net loss of $166,150. As at December 31, 2007 Golden Dory had total assets of $782,109 including cash of $34,085, prepaid expenses of $11,685, accounts receivable of $124,649 and mineral properties and deferred development expenditures of $538,513. In addition as at December 31, 2007 Golden Dory had accounts payable and accrued liabilities of $173,676. As at December 31, 2007 Golden Dory had total shareholder equity of $608,433 including a deficit of $168,817.

Directors and Officers of the Resulting Issuer

Upon completion of the Acquisition the existing board of directors of 540 will resign and the new directors of the Corporation (referred to herein as the "Resulting Issuer" subsequent to the completion of the Acquisition) will consist of Kevin D. Keats, Dean Fraser, Cyril Reid, John Ryan, Roland Quinlan and Stephen Stares and the officers will be Kevin D. Keats, President and CEO; John Ryan, CFO; Timothy Froude, Vice President of Exploration and Gordon Fretwell, Corporate Secretary.

Directors

Kevin D. Keats, President and Director - Kevin has over 16 years experience in the mineral industry and is a co-recipient of the 2006 Bill Dennis Prospector of the Year Award. Kevin is President of A.S.K. Prospecting and Guiding, a Newfoundland based mineral exploration service company operating globally as well as in Newfoundland and Labrador. Kevin is currently a director of Spruce Ridge Resources (SHL-TSX.V).

John Ryan, CGA, CFO, Director - John has over 30 years of corporate and financial management experience and since 2000 has been President, CEO and a Director of Spruce Ridge Resources, an Ontario based mineral exploration company focused on gold and uranium.

Stephen Stares, Director - Stephen has over 15 years experience in the mineral industry and is currently President of Benton Resources Incorporated, an Ontario based mineral exploration company focused on nickel copper and PGE's.

Dean Fraser, P. Geo., - Dean is a professional geophysicist with 15 years industry experience nationally as well as internationally, and is currently serving as Exploration Manager for Bayswater Uranium, a global uranium explorer. Mr. Fraser is also President of RDF Consulting Ltd. which provides geophysical services and consulting to the exploration industry.

Cyril Reid, Director, Operations Manager - Cyril is CEO of Datan Resources, a private mineral exploration company with 15 years experience and boasting a large portfolio of exploration properties in Newfoundland and Labrador.

Roland Quinlan, Director - Roland is President of Quest Inc., a Newfoundland based mineral exploration company and has over 15 years experience in the sector.

Senior Officers and Management

Timothy Froude, P. Geo., VP Exploration - Tim has over 20 years experience in the mineral exploration industry and has served as a senior geologist and VP Exploration for several highly regarded exploration companies including Crosshair Exploration & Mining Corp., and Cornerstone Resources Inc. He is currently Chairman and a Director of the Newfoundland and Labrador Chamber of Mineral Resources.

David Evans, M.Sc., P. Geo., Exploration Manager - David has over 25 years experience as a senior researcher with the Newfoundland Department of Natural Resources focusing on gold and base metal deposits in central Newfoundland and is widely considered as one of the leading experts on the metallogeny of Newfoundland.

Spencer Vatcher, P. Geo., Lands Manager - Spencer has over 20 years experience in the exploration sector including 13 years with the Newfoundland Department of Natural Resources. Spencer most recently served as manager of the Mineral Incentive Program, an industry support program offered to junior exploration companies.

Gordon Fretwell, LLB.,Corporate Secretary - Gord has been practicing corporate law for nearly 30 years of which the past 16 have been spent specializing in the natural resources sector. He currently sits as a director or senior officer of several high profile companies including Northern Dynasty Minerals Ltd., Benton Resources Corporation, and International Royalty Corporation.

Summary of the Proposed Qualifying Transaction

The Acquisition will be completed in conjunction with the completion of a private placement by 540 to close concurrently with the Acquisition to be completed by Canaccord Capital Corporation (the "Agent") on a "best efforts" basis (the "Private Placement"). The Private Placement will raise minimum aggregate gross proceeds of $2,350,000 and will consist of: i) up to 3 million units (the "Units") at a price of $0.45 per Unit, each Unit consisting of one common share and one warrant exercisable at $0.60 to purchase a further common share for 18 months after closing; and ii) up to 2 million "flow-through" shares (the "FT Shares") issuable at a price of $0.50 per FT Share. The Agent will receive a cash commission equal to 8% of the proceeds raised in the Private Placement plus a broker's warrant to purchase that number of common shares equal to 8% of the Units and FT Shares sold exercisable at $0.45 for 18 months from the closing of the Private Placement.

Pursuant to the terms of the Acquisition: (i) the holders of the Golden Dory Common Shares will receive one common share of the Resulting Issuer with a deemed value of $0.45 per share for each Golden Dory Common Share owned; and (ii) the holders of the Golden Dory Warrants will receive share purchase warrants of the Resulting Issuer (the "Resulting Issuer Warrants") having the same terms as the Golden Dory Warrants. In conjunction with the closing of the Acquisition certain shareholders of the Corporation (the "Selling 540 Shareholders") have agreed to sell to the Principal Shareholders a total of 2 million common shares of the Corporation at a price of $0.10 per share and to five other individuals a total of 392,000 common shares of the Corporation at a price of $0.15 per share, such shares to be issued as a result of the Selling 540 Shareholders first exercising stock options in the Corporation held by them (collectively referred to as the "Private Securities Acquisition").

After completion of the Acquisition, the Private Placement and the exercise of the stock options pursuant to the Private Securities Acquisition, the Resulting Issuer will have 19,531,000 common shares issued and up to 6,323,000 warrants to purchase shares of the Resulting Issuer at a prices ranging from $0.20 to $0.60 per share and expiring on various dates until the date which is 18 months from the closing of the Private Placement. After completion of the Acquisition, the Private Placement and the Private Securities Acquisition the current Golden Dory shareholders will hold approximately 61% of the Resulting Issuer's common shares, the current 540 shareholders will hold approximately 13.3% of the Resulting Issuer's common shares and the subscribers to the Private Placement will hold approximately 25.7% of the Resulting Issuer's common shares.

540 has applied for an exemption from the sponsorship requirements in connection with the Acquisition.

The Acquisition is subject to the approval of the TSX Venture Exchange (the "Exchange") and all other necessary regulatory approval. The completion of the Acquisition is also subject to additional conditions precedent, including shareholder approval of the Corporation and of Golden Dory, satisfactory completion by due diligence reviews by the parties, board of directors approval of the Corporation and Golden Dory, the entering into of a formal agreement, the entering into of employment agreements and non-competition agreements with certain senior officers and principal shareholders of Golden Dory, and certain other conditions.

The Acquisition will be an arm's length transaction as the current directors and officers of 540 own no interests in Golden Dory.

Trading of the 540 Common Shares will not resume until the TSX Venture has accepted the Harris Report and all other documents required by the TSX Venture have been filed. 540 will issue a further new release at such time as the TSX Venture has received the necessary documentation and trading of the 540 Common Shares is to resume.

This news release has been reviewed and approved by Timothy Froude, P. Geo., a "Qualified Person" under National Instrument 43-101.

As indicated above, completion of the Acquisition is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and shareholder approval. The Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement of the Corporation to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Golden Dory nor 540 will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by 540 and Golden Dory.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this press release.

Contact Information

  • 540 Capital Corp.
    David Rutt
    (403) 234-0623
    or
    Golden Dory Resources Limited
    Kevin D. Keats
    President and CEO
    (709) 674-4200