Cronus Resources Ltd.

Cronus Resources Ltd.

March 02, 2010 13:02 ET

Cronus Resources Ltd. Provides Update on Proposed Reverse Take-Over

TORONTO, ONTARIO--(Marketwire - March 2, 2010) - Cronus Resources Ltd. ("Cronus") (TSX VENTURE:CZR) is pleased to announce that it has filed and mailed the management information circular ("Circular") for the special meeting of shareholders to be held on March 22, 2010 to consider and, if deemed advisable, to approve, among other things, a special resolution approving the previously announced (see press releases dated October 9 and November 11, 2009) proposed amalgamation between Cronus and Continental Gold Limited ("Continental").

Pursuant to the proposed transaction shareholders of Cronus will receive common shares in the capital of the amalgamated entity (the "Resulting Issuer") in exchange for their shares of Cronus, such that the current shareholders of Cronus will own approximately 13% of the outstanding shares of the Resulting Issuer and shareholders of Continental will own the remaining 87%. This transaction is based on a deemed valuation of the Resulting Issuer of C$78 million at a deemed value of C$1.50 per share. The holders of convertible securities of Cronus and Continental will receive equivalent securities in the Resulting Issuer adjusted, as required, to account for the changes to the share capital resulting from the transaction.

Continental is a privately held, Bermuda-based, gold exploration company formed in May 2007 that has seven 100% owned gold exploration projects on over 100,000 hectares of exploration concessions in some of the most prospective gold districts in Colombia, South America.

Continental's flagship project is Buriticá in Antioquia Department, a 2.5 hour drive from Medellin. Infrastructure is excellent with paved roads, water and power readily available. Exploration began at Buriticá in late 2007 and since that time Continental has completed surface and underground mapping and sampling; geophysical studies (magnetics and IP) and 17,600 metres of diamond drilling resulting in several important high grade vein discoveries including the San Antonio Vein and the Veta Sur bulk tonnage vein swarm.

The Buriticá district is underlain by a sequence of flysche type sediments and tonalitic intrusions which is cut by the upper Tertiary age Buriticá complex. This sequence of high level intermediate composition intrusions is affected by pre-mineral propylitic through potassic alteration. A late-stage diatreme breccia cuts the higher temperature phases and is characterized by sericitization and intermediate argillic alteration. Gold mineralization is present in several geological settings including replacements at intrusive contacts, disseminations in the breccia pipe and in a series of bonanza grade carbonate-base metal type gold veins. It is characterized by pyrite-sphalerite with lesser galena and is associated with late, sericitic alteration.

Other properties within the Continental portfolio include Berlin which is a drill-ready vein prospect with eleven km. of undrilled, mineralized trend, two active joint-ventures operated by AngloGold Ashanti Limited, and a group of concessions named Santander, totaling approximately 5,000 hectares located near of Ventana Gold Corp´s La Bodega project and Greystar Resources Ltd´s Angostura project.

Continental's technical team collectively has over 40 years of Colombia-specific exploration and mine development experience.

For full details regarding the proposed transaction and the Resulting Issuer please review the Circular which is available on

Completion of the transaction is subject to a number of conditions, including regulatory and shareholder approval. The transaction cannot close until these approvals are obtained. 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 Circular, any information released or received with respect to the reverse take-over may not be accurate or complete and should not be relied upon. Trading in the securities of Cronus should be considered highly speculative.

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

Continental's Vice President of Exploration, Stuart Moller, P.Geo., is a "qualified person" under National Instrument 43-101 and has reviewed the technical information contained in this press release.

About Cronus:

Cronus Resources Ltd. is a publicly traded exploration company guided by an experienced management team with proven track records of financial, business and technical success. With a focus on the acquisition, exploration and development of mineral projects in Latin America, the Company has consolidated a large land package surrounding the historical high-grade San Juan Mine in Baja, Mexico.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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