Thor Explorations Ltd.
TSX VENTURE : THX

Magnate Ventures Inc.
NEX BOARD : MGV.H

June 26, 2009 08:00 ET

Thor Explorations Ltd. and Magnate Ventures Inc. to Amalgamate

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 26, 2009) - Thor Explorations Ltd. ("Thor") (TSX VENTURE:THX) and Magnate Ventures Inc. ("Magnate") (NEX BOARD:MGV.H) announced today that they have entered into an amalgamation agreement (the "Amalgamation Agreement") under which they have agreed to amalgamate, subject to regulatory and shareholder approval. The amalgamated entity ("Amalco") will be called "Thor Explorations Ltd."

Under the terms of the Amalgamation Agreement, each common share of Thor will be exchanged for 0.5 shares of Amalco and each common share of Magnate will be exchanged for 0.42 shares of Amalco. Upon completion of the Amalgamation, Amalco is expected to have approximately 30,000,000 common shares outstanding of which 15,820,028 shares will be held by shareholders of Thor and 14,179,972 shares will be held by shareholders of Magnate.

Thor is listed a junior exploration company listed on the TSX Venture Exchange. Thor has a 100% interest in certain mineral claims in the Dawson and Mayo mining districts in the Yukon Territory. Thor has not yet determined whether these mineral properties contain ore reserves that are economically recoverable. Thor's current activities are limited to maintaining base levels of operations. Due to current economic conditions Thor is not currently actively engaged in an exploration program on its mineral properties. Thor's current activities are limited to maintaining base levels of operations and seeking additional properties of merit.

Magnate is listed on the NEX Board of the TSX Venture Exchange and is currently inactive. It was previously engaged in the business of development, assembly and deployment of Pay-Per-Use Internet Access Terminal technologies under the name "Coyotenet Communications Group Inc."

The Amalgamation is expected to result in a number of benefits to Amalco shareholders, including the reduction or elimination of certain operating costs, greater financial resources, and fundraising, investment and management synergies. The pooling of the financial resources of each of Thor and Magnate, together with reduced operating costs should provide Amalco with greater flexibility to fund, acquire or develop resource properties.

The proposed management of Amalco will include Stephen Barley, as President and CEO, Kathleen Butt as CFO, and Kathy Chan as Corporate Secretary. The proposed directors of Amalco are Stephen Barley, Kurt Bordian and Sargent Berner.

In order to become effective, the amalgamation must be approved by at least two-thirds of the Thor and Magnate shareholders who vote in person or by proxy at upcoming shareholders' meetings. The meetings are scheduled to be held in August 2009 and a joint information circular which will provide details of the amalgamation is scheduled to be distributed to Thor and Magnate shareholders in July 2009. The amalgamation is subject to certain other conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

Each of Thor and Magnate has formed a special committee comprised of only independent directors to consider the merits of the amalgamation. In the course of their evaluation the respective special committees consulted with legal counsel, senior management and advisors and considered a number of strategic and operational factors. The respective special committees concluded the amalgamation is in the best interests of the shareholders of Thor and Magnate and recommended approval of the Amalgamation Agreement to the respective Board of Directors of Thor and Magnate. Each of the Board of Directors of Thor and Magnate passed resolutions to approve the execution of the Amalgamation Agreement.

Cautionary Note Regarding Forward-Looking Statements

Except for the statements of historical fact contained herein, the information presented constitutes "forward looking statements". Such forward-looking statements, including but not limited to those with respect to the closing of the offering, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Thor and Magnate to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other risks, risks related to the closing of amalgamation and the expected benefits of the amalgamation. Although Thor and Magnate have each attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements 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 statements.

THOR EXPLORATIONS LTD.

Shares Outstanding: 31,342,272

MAGNATE VENTURES INC.

Shares Outstanding: 33,390,921

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.

Contact Information

  • Thor Explorations Ltd.
    J. Stephen Barley
    778-373-0102
    604-639-4670 (FAX)
    or
    Magnate Ventures Inc.
    Kurt Bordian
    778-373-0101
    604-639-4670 (FAX)