Alpha One Corporation

April 05, 2006 16:03 ET

Alpha One Corporartion to Acquire Aztek Resource Development Inc. as Qualifying Transaction

TORONTO, ONTARIO--(CCNMatthews - April 5, 2006) -

Mr. Donald Christie on behalf of the Board reports:

Alpha One Corporation (the "Company") has entered into a letter of intent, dated April 3, 2006, with Aztek Resource Development Inc.("Aztek") pursuant to which the Company has indicated its intent, subject to certain conditions precedent, to purchase all of the outstanding common shares of Aztek ("Aztek Shares"). As consideration for the Aztek Shares the Company will issue, to the shareholders of Aztek, 16,600,000 of its common shares ("Alpha One Shares") at a deemed price of twenty-eight ($0.28) cents per share, being the last closing price of Alpha One shares. This represents an exchange ratio of approximately 0.9 Alpha One Share for each Aztek Share. Vendors of the Aztek Shares with whom the Company negotiated the terms of the letter of intent are listed with their current positions with Aztek: Alan Zaakir (Director and CEO); Lawrence Weingarten, C.A. (Director) and Edward Hopkinson (Director). Upon completion of the purchase, current shareholders of the Company will own approximately 21.7 per cent of the Alpha One Shares. The board of directors of the Company will consist of two nominees of the Company and two nominees of Aztek.

Aztek, a British Columbia incorporated company with its head office in Toronto, was listed March 24, 2005 on CNQ Canada's Newest Stock Exchange, symbol: ARDV. Full details of Aztek's listing and trading history, as well as links to its disclosure and documents filed on SEDAR are available on the CNQ website under "Disclosure Hall". Aztek's reporting issuer record on SEDAR dates back to 1997. Aztek is involved in mineral exploration in Guyana with particular emphasis on gold exploration. Guyana is located in the northeast corner of South America on the Atlantic Ocean and is bordered by Venezuela on the west Brazil to the south and Suriname to the east. Guyana has a land mass approximately equal in size to England and has a population of approximately 760,000 people. Guyana is the only country in South America that uses English as its official language.

Aztek has the exploration rights to three properties in central Guyana that are accessible by road and are approximately a five to six hour drive from the Guyanese capital of Georgetown. The three properties - Tiger River Mineral concession, Mowasi and Dawson Creek each have a land area of approximately 10,000 acres. The properties are approximately 35 kilometres southwest of the Omai gold mine owned by Cambior Inc. Significant old workings exist on these properties that management believes warrants further substantial exploration. The NP 43-101 technical report on the Tiger River property prepared by John Sullivan of Watts, Griffis and Mcquat has been available on SEDAR as of December, 2004.

Aztek is subject to a cease trade order dated November 8, 2005 by the British Columbia Securities Commission and November 15, 2005 by the Ontario Securities Commission for failure to file its audited financial statements and related management discussion and analysis for the year ended June 30, 2005. Preparation of the audited financial statements is underway and Aztek will be required to rescind the cease trade orders as a condition precedent to closing this transaction. Aztek will seek, if required, shareholder approval from its shareholders with regard to the transaction.

The transaction is subject to the completion of satisfactory due diligence and completion of an equity financing on terms to be determined. This is an arm's-length transaction and constitutes the Company's qualifying transaction.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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 management information circular or filing statement to be prepared in connection with this transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.

Forward-Looking Statements: Except for statements of historical fact, all statements in this new release - including without limiting, statements regarding future plans, objectives and payments are forward-looking statements that involve various risks and uncertainties.

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

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