Kent Exploration Inc.
TSX VENTURE : KEX

Kent Exploration Inc.

March 12, 2010 16:30 ET

Kent Exploration Inc.: Annual and Special General Meeting to Approve Archean Star Spin-Off

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 12, 2010) - Kent Exploration Inc. (the "Company" or "Kent") (TSX VENTURE:KEX) reports that it has given notice of its Annual and Special General Meeting of the Company to be held in Vancouver at 10:00AM Vancouver time, on April 30, 2010.

The Proxy Circular is planned to be mailed to shareholders of record on March 26, 2010 whereby the Company will be seeking approval for, among other resolutions, the continuance of the Company into the Province of British Columbia and for a statutory procedure known as a Plan of Arrangement.

The purpose of the Continuance and the Arrangement is to restructure the Company by separating the Gnaweeda Gold Property in Western Australia, on which a diamond drill program is currently underway, from its other mineral properties. The Gnaweeda Gold Property is held by Archean Star Resources Australia Pty Ltd, a wholly owned subsidiary of the Company. The Company believes this will be beneficial, as the separate identities created for each of Kent and Archean Star will maximize shareholder value in the Company's diverse portfolio of mineral properties and facilitate future financings.

The Board of Directors of the Company unanimously believe that the Continuance and Arrangement, details of the of which will be contained in the Circular, are in the best interests of the Company and its shareholders, and unanimously recommends that shareholders vote in favour of the resolutions relating to this transaction.

Subject to shareholder and other regulatory approvals for the Continuance and Arrangement, application will be made to the TSX Venture Exchange to list both the new common shares of Kent in place of the existing common shares and the common shares of Archean Star.

As a result of these steps, upon completion of the Arrangement holders of common shares of the Company will end up holding the same number of common shares in Kent and approximately one common share in Archean Star for every four common shares of Kent held. The Effective Date for the Arrangement will be set by the Company immediately following approval by the shareholders at the Annual and Special General Meeting, and the final Court approval.

In connection with the Arrangement, funding for Archean Star and the continued exploration of the Gnaweeda Property will be provided by a non-brokered financing for a minimum four million subscription receipts at twenty-five ($0.25) cents per receipt, to be issued by Archean Star.

Each subscription receipt will automatically convert, for no additional consideration, into Units consisting of one common share of Archean Star and one warrant, exercisable for twelve months at thirty cents ($0.30) per common share for the first six months and thirty-five ($0.35) cents per common share for the final six months, on the business day following the effective date of the Arrangement.

Archean Star will own the Gnaweeda Property and Kent will continue to own all of the other mineral properties currently owned by the Company.

The Company advises that the $0.15 cent warrants expiring April 15, 2010 have been exercised.

The Company is implementing early conversion to IFRS commencing January 1, 2010 which will be reflected in the Company's annual audited 2011 financial statements.

Kent Exploration Inc is a junior exploration company that has an Option Agreement to earn 100% of Teck's interest in Chalice Gold Mines Limited's Gnaweeda Gold Project in West Australia and has acquired the Alexander River, Paparoa and Lyell gold projects in the highly prolific Reefton gold field in New Zealand.

The Company has an option to earn a 100% interest in the Silver Hills property, a silver/lead/zinc prospect in south-eastern British Columbia, and has a 100% interest in the Courtney Lake property, a silver/lead/zinc prospect in north-east Saskatchewan. The Company has a 100% interest in Coal Prospecting Permits covering approximately 92,000 ha in east-central Saskatchewan, a 100% interest in a mining lease option on the Flagstaff Mountain property, a gold/silver/zinc/barite prospect in eastern Washington state, a 100% interest in the mining lease option on the Ivanhoe Creek property, a Midas-style gold/silver target in Nevada's Carlin Trend, and 50% of a 100% interest in the Ivanhoe Creek placer claims covering a bentonite deposit.

This News Release has been prepared on behalf of and approved by, the Kent Exploration Inc. Board of Directors, which accepts full responsibility for its contents.

ON BEHALF OF THE BOARD

Graeme O'Neill, President

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

Contact Information

  • Kent Exploration Inc.
    Graeme O'Neill
    President
    604-684-3394 or Toll free: 1-866-399-6539
    1-888-282-7763 (FAX)
    www.kent-exploration.com