Ivory Oils & Minerals Inc.
TSX VENTURE : IVY

May 24, 2006 09:00 ET

Ivory Signs Arrangement Agreement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - May 24, 2006) - Ivory Oils & Minerals Inc. (TSX VENTURE:IVY) ("Ivory") is pleased to announce that further to our December 23, 2005 news release, it has entered into an arrangement agreement (the "Arrangement Agreement") with 1078352 Alberta Ltd. ("107"), pursuant to which Ivory and 107 have agreed to complete the previously announced acquisition (the "Acquisition") by way of plan of arrangement (the "Plan"). Under the Plan 107 shall amalgamate with its wholly owned subsidiary 1056979 Alberta Ltd. to form an amalgamated company ("Amalco") which will in turn become a wholly owned subsidiary of Ivory. The Plan provides that each 107 shareholder will receive one common share of Ivory, following a consolidation of Ivory's shares on a two old for one new basis (the "Consolidation"), for each existing share of 107 held and the outstanding share purchase warrants and convertible debentures of 107 shall be replaced with the same number of share purchase warrants and convertible debentures of Ivory, on a post-consolidation basis, with identical terms.

Ivory will submit the Acquisition for approval by its shareholders at a special meeting to be held on June 19, 2006 at 11:00 am. At the meeting, shareholders of Ivory will also be asked to approve the Consolidation and a change of Ivory's name to 'Ivory Energy Inc.'

107 shall submit the Plan for approval by its shareholders and warrantholders at a special meeting to be held on June 19, 2006 at 10:00 am.

Further information concerning the Acquisition and Plan will be found in the Joint Information Circular prepared by Ivory and 107 and to be distributed to Ivory's shareholders and the Arrangement Agreement, both of which shall be filed on SEDAR at www.sedar.com.

The closing of the Acquisition is subject to a number of conditions including, but not limited to, TSX-V Exchange acceptance, shareholder approval and the approval of the Alberta Court of Queen's Bench. There can be no assurance that the transaction will be completed as proposed or at all.

On behalf of the Board

G. Arnold Armstrong, President

"Completion of the transaction is subject to a number of conditions, including Exchange acceptance and shareholder approval. The transaction cannot close until the required shareholder approval is 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 Joint Information Circular to be distributed in connection with the transaction, 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 Ivory Oils & Minerals Inc. 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."


The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Ivory Oils & Minerals Inc.
    G. Arnold Armstrong
    President
    (604) 683-7361
    (604) 662-3231 (FAX)