Uragold Bay Resources Inc.

Uragold Bay Resources Inc.

August 10, 2009 14:21 ET

Uragold Bay Receives Conditional Approval for the Ice Age Gold Properties Acquisition, Subject to Modification of the Terms of the Agreement

MONTREAL, QUEBEC--(Marketwire - Aug. 10, 2009) - URAGOLD BAY RESOURCES INC. (TSX VENTURE:UBR) ("Uragold") is pleased to update its shareholders of progress toward the completion of its previously announced acquisition of 100% interest in gold and other minerals exploration projects located in the Eastern Townships" region of Quebec.

As stated in our May 26, 2009 press release, the letter of intention with Ice Age Gold Corporation ("IAG") regarding the acquisition of the "Saint-Francois and Dudswell Tertiary Gold concessions"; the "Moe River Placer Gold Project" and the "Eaton North Placer Gold Project" is subject to the approval of regulatory authorities.

In order to fulfill that condition, the Corporation engaged the regulators in order to obtain their approval to complete the transaction.

The salient point of the transaction remains, to acquire 100% interest in the claims, UBR will issue to IAG 11,000,000 common shares of UBR and 5,500,000 common share purchase warrants exercisable at a price of $0.10 for each common share for a period of 2 years as of the closing date, set up to be 2 days after the approval is received from the TSX Venture and the AMF.

In order to address questions raised by the TSX Venture about material terms of the transaction, concerning subsequent events that may or may not occur, whereby IAG may or may not eventually become a controlling shareholder of Uragold, Uragold and IAG have agreed to modify the terms of the agreement as such that the agreement now states that:

- In the event that work on the concession confirms the presence of 1,000,000 ounces of gold as inferred resources according to NI 43-101 requirements, IAG shall be entitled to receive from UBR 8,000,000 common shares of UBR, but based on the market price of such issued shares, the total value of the share issuance may not exceed a value amount of $2,500,000;

- In the event that work on the concession confirms the presence of over 2,000,000 ounces of gold as measured and indicated resources according to NI 43-101 requirements, IAG shall be entitled to receive from UBR, 6,000,000 common shares of UBR, but based on the market price of such issued shares, the total value of the share issuance may not exceed a value amount of $2,500,000;

- Furthermore, IAG agrees and engages itself to delay the exercise in part or in total of warrants issued as payment of the price as well as the demand and the receipt in part or in total of the shares to be issued by UBR upon confirmation of the presence of either 1,000,000 ounces of gold as inferred resources or 2,000,000 ounces of gold as measured and indicated resources, according to NI 43-101 requirements, as long as said warrants exercise or share issuance results in the holding by IAG of over 15% of outstanding shares of UBR or as long as such issuance of shares in excess of 15% is approved by UBR's shareholders, if not, the value of such shares in excess, based on the market price of UBR's shares, shall be paid in cash by UBR.

The Corporation has already received a conditional approval subject to the aforementioned changes and anticipate that it may receive , subject to the completion of a NI 43-101 qualification report, a final approval for the transaction by the end of August 2009 or the beginning of September 2009.

The mandate for the preparation of the NI 43-101 technical report has been given to the consulting firm SEMIco Ltd. The team responsible for the report is composed of senior geologists with over 104 years of pratical experience,

Mr. Jack Stephens, M.Eng., P.Eng., geo. will be the Project Manager. - Mr. Stephens is a registered geologist in Quebec and an engineer in Ontario. Mr. Stephens, with 30 years of geological and engineering experience, will coordinate all activities on this project;

Mr. Terrence Coyle, M.Sc., P.Geo will be responsible for Research & Reporting - Mr. Coyle is a Registered Professional Geologist in British Columbia with over 34 years of geological experience, much of it directly related to the assessment and evaluation of mineral deposits, and finally;

Mr. Donald Cross, B.Sc. (GE) is the Alluvial Deposit Consultant and he will act as the principal scientist on this project and provide guidance to the evaluation work and reporting functions.- Mr. Cross has over 40 years of experience, including 27 years with Noranda Exploration, including work on placer evaluation projects in the Yukon, Italy, British Guiana, and California. More recently, he has worked as a consultant on property evaluations, option agreements, and sales of properties, with a specialization on precious metals and placer deposits.

Bernard Tourillon, UBR Chairman and CEO comments: "the acquisition of the Eastern Township gold properties is advancing well. The Corporation has been very fortunate to assemble such a team of senior technical experts to prepare the NI 43-101 report. The addition of Mr. Cross with his specific and in depth knowledge of placer deposits around the world will enhance the informative nature of the Technical Report, and once the Corporation will have the report, we will be able to talk more, and in depth about the exciting potential of this gold project and therefore increase the visibility of the Corporation and all its great exploration projects".

About Uragold Bay Resources Inc.

Uragold Bay Resources Inc. is a Canadian based junior resource and exploration company trading under the symbol UBR on the TSX Venture Exchange. The Company has 88,374,367 shares outstanding. The Company holds 100% of the 314 km2 Uskawanis Uranium property located just south of the Opinaca reservoir and 100% of the Blue Lake Base Metal and Gold property situated close to Radisson in the James Bay region.

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. This press release contains certain "forward-looking statements," as identified in the Uragold Bay periodic fillings with Canadian Securities Regulators that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

Contact Information

  • Uragold Bay Resources Inc.
    Bernard J. Tourillon
    President and CEO
    Toll-free 1-888-666-3431
    Uragold Bay Resources Inc.
    Patrick Levasseur
    Toll-free 1-888-666-3431