Nyah Resources Corp.
TSX VENTURE : NRU

Nyah Resources Corp.

September 02, 2009 07:00 ET

Nyah Resources Signs Definitive Agreements With Russo-Forest and Cash Minerals and Files Information Circular

- Acquisition of Russo-Forest Corporation Expected to Position the Company as the Next Significant Timberland, Harvesting and Forest Products Company

TORONTO, ONTARIO--(Marketwire - Sept. 2, 2009) -

NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES

Nyah Resources Corp. (TSX VENTURE:NRU) ("Nyah", or the "Corporation") is pleased to announce that it has entered into a definitive share exchange agreement with Russo-Forest Corporation ("Russo-Forest") and each of the shareholders of Russo-Forest, pursuant to which Nyah has agreed to purchase all of the outstanding shares of Russo-Forest (the "Russo-Forest Acquisition").

Russo-Forest is a growing timberland and harvesting company. It intends to establish itself as a leading, vertically-integrated, certified supplier of value added wood products in Russia. Russo-Forest is capitalizing on the opportunity to harvest high value, low cost Russian timber, by converting the timber into value added wood products that will supply end use markets in China, Russia, Japan, Europe and North America.

Russo-Forest is working to acquire lease agreements that provide for up to approximately 10,000,000 m3 of additional annual allowable cut in the eastern regions of Russia. In the event that it successfully obtains such additional lease agreements, Russo-Forest will be one of the largest timberland holders in the world.

Nyah is also pleased to announce that it has entered into a definitive agreement with Cash Minerals Inc. ("Cash Minerals") for the sale to Cash Minerals of the Agnew Lake property (the "Proposed Sale of Uranium Assets") and surrounding area held by Nyah in consideration for the issue to Nyah of an aggregate of 15,000,000 common shares and 7,500,000 common share purchase warrants of Cash Minerals (the common shares and the share purchase warrants, collectively referred to as the "Cash Minerals Securities"). Each share purchase warrant shall entitle the holder thereof to acquire one common share of Cash Minerals at a price of $0.10 for a period of three years. Upon closing of the Proposed Sale of Uranium Assets, and prior to the acquisition of Russo-Forest, Nyah intends to distribute out to the current Nyah shareholders the Cash Minerals Securities, by way of a return of capital, subject to receipt of final tax advice. Nyah shareholders will receive approximately 0.29 Cash Minerals shares and 0.15 Cash Minerals share purchase warrants per share of Nyah held, subject to adjustments based on applicable taxes and other costs. No fractional Cash Mineral Securities will be issued to Nyah shareholders. If a Nyah shareholder is entitled to a fractional share or warrant, the number of Cash Minerals Securities to be issued to Nyah shareholders will be rounded down to the nearest whole Cash Minerals share or Cash Minerals share purchase warrant.

Nyah has filed a management information circular to provide further information to its shareholders regarding the Russo-Forest Acquisition and the Proposed Sale of Uranium Assets. An annual and special meeting of shareholders has been called to consider these matters and is to be held on October 8, 2009.

Forbes & Manhattan Inc. has committed to back stop an equity financing of Nyah following the Russo-Forest Acquisition and the Proposed Sale of Uranium Assets by purchasing units of Nyah in the event that Nyah cannot otherwise sell at a price of $0.12 per unit for aggregate proceeds of up to $2,000,000, subject to certain conditions. The back stop commitment is in respect of units comprised of one Nyah common share and one-half of one share purchase warrant. Each whole share purchase warrant would entitle the holder to purchase one Nyah common share at a price of $0.12 per warrant exercised for a period of 24 months from the date of issue. Forbes & Manhattan Inc. is a non-arm's length party to Nyah and Nyah has agreed to pay Forbes & Manhattan Inc. a fee of $100,000 for the provision of this stand by commitment. This financing would be subject to approval of the TSX Venture Exchange.

The proposed transactions are subject to a number of conditions, including receipt of shareholder and regulatory approval, including approval of the TSX Venture Exchange, and the execution of a definitive agreement in respect of the Proposed Acquisition.

The Proposed Acquisition represents a Change of Business for Nyah under the policies of the TSX Venture Exchange. Further, it constitutes a Non-Arm's Length Transaction because of the following relationships between Nyah and Russo-Forest: (i) Stan Bharti is a director of both companies, currently holds 2,830,000 common shares of Nyah, controls a shareholder of Russo-Forest that will hold approximately 3.5% of the outstanding common shares of the Corporation following completion of the Proposed Acquisition, and is a director of a second company, named Aberdeen International Inc., that will hold approximately 19.3% of the outstanding common shares of the Corporation following completion of the Proposed Acquisition; (ii) George Faught is a director of the Corporation who currently holds 1,070,000 common shares of the Nyah and is a director and the President and CEO of Aberdeen International Inc.; (iii) Amar Bhalla is a director of the Corporation, currently holds 1,000,000 common shares of Nyah and is a director of TriNorth Capital Inc., which will hold approximately 27.6% of the outstanding common shares of the Corporation following completion of the Proposed Acquisition; (iv) Deborah Battiston is the Chief Financial Officer of both companies; and (v) Patrick Gleeson is the Corporate Secretary of both companies. Following the Proposed Acquisition, it is proposed that Mr. Gleeson will resign as Corporate Secretary and Ms. Jennifer Wagner will be appointed Corporate Secretary.

The Proposed Sale of Uranium Assets is a Non-Arm's Length Transaction for the purposes of the TSX Venture Exchange as Nyah and Cash Minerals have a common director, Stan Bharti and a common officer, Patrick Gleeson, who is the Corporate Secretary of both companies.

About Nyah Resources Inc.

Nyah is a Canadian mineral exploration company listed on the TSX Venture Exchange under the symbol NRU. The Company currently has cash on hand of approximately $1.6 million.

Nyah holds a 100% interest in two separate exploration claim blocks. The Agnew Lake North Uranium Property (the "Property"), which is the most advanced of the Company's claim blocks, consists of seven unpatented mining claims (1,575 ha equals 3,892 acres) located approximately 40 kilometres west of Sudbury, Ontario. The Property encompasses the past producing Agnew Lake Uranium Mine. The Agnew Lake Uranium Mine was operated by Kerr Addison Mines Ltd between 1977 and early 1983 and produced approximately 1.9 million pounds of uranium. The Property has substantial underground infrastructure in place, including a six compartment shaft to a depth of over 980 metres with development on several levels. A decline from surface to the 1,900 foot level was also developed. During the period of operation 2 mineralized zones were developed. In addition to the past producing uranium mine, the Property covers approximately six kilometres of favourable geology possibly containing uranium-mineralized horizons. In addition, the Company holds claim blocks (Agnew Lake South) in the highly prospective Elliot Lake-Blind River uranium district.

For further information regarding Nyah, please visit the Company's website at www.nyahresources.com.

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested 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 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 Proposed Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Nyah should be considered highly speculative.

This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Russo-Forest or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of Nyah, nor shall there be any sale or exchange of securities in any jurisdiction (including the United States) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. The solicitation of offers to buy Nyah shares in the United States will only be made pursuant to a prospectus and related offer materials that Nyah expects to send to holders of Russo-Forest securities, subject to the requirements of applicable law. The Nyah shares may not be sold, nor may offers to buy be accepted, in the United States prior to the time the registration statement (if any is filed) becomes effective or an exemption from such requirements is available. No offering of securities shall be made in the United States except (i) by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended, which would contain detailed information regarding Nyah and its management, as well as its financial statements, or (ii) pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of Nyah and Russo-Forest and its projects, statements regarding the prospects for the business of Russo-Forest, statements regarding synergies and financial impact of the proposed transaction, the terms and conditions of the transaction, the benefits of the proposed transaction, the costs of and capital for harvesting projects, harvesting expenditures, timing of future acquisitions of additional harvesting licences, requirements for additional capital, government regulation of the forestry industry, environmental risks, acquisition of harvesting licences, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company (and the company resulting from the successful completion of the proposed transaction) to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, foreign operations, political and social uncertainties; the actual results of harvesting activities; a history of operating losses; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of timber products; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the forestry industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has not approved or disapproved of the contents of this news release.

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