Artha Resources Corporation
TSX VENTURE : AHC.P

Artha Resources Corporation

March 06, 2008 20:03 ET

Artha Completes Qualifying Transaction and Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 6, 2008) - Artha Resources Corp. (TSX VENTURE:AHC.P) is pleased to announce that it has closed its Qualifying Transaction under the rules of the TSX Venture Exchange (the "Exchange"), pursuant to its option and joint venture agreement with Energy Metals Corporation ("EMC") and Energy Metals Corporation (US) ("EMC-USA"). EMC and EMC-USA are subsidiaries of Uranium One Inc. (TSX:UUU). Artha has today also closed its private placement for gross proceeds of $1,515,950.10.

The common shares of Artha are expected to resume trading on the Exchange on Friday March 7, 2008. Artha's trading symbol will be "AHC" and Artha expects to be classified as a Tier 2 mining issuer.

Artha's Filing Statement describing the above transactions is available for viewing under Artha's profile on SEDAR at www.SEDAR.com.

The Properties

Under the option and joint venture agreement, Artha has the option to acquire up to a 70% interest in four Uranium prospects in Wyoming.

Clarkson Hill (Qualifying Property)

Artha commissioned BRS Inc. of Riverton, Wyoming to prepare a technical report regarding the Clarkson Hill Property; this report (the "Technical Report") is dated October 21, 2007 as amended and restated February 26, 2008 and is available for viewing under Artha's profile on SEDAR at www.SEDAR.com. Douglas Beahm, the principal engineer and president of BRS Inc. and the author of the Technical Report, is a "Qualified Person" for the purposes of NI 43-101 and is considered independent of Artha thereunder. The following information regarding the Clarkson Hill Property is derived from and qualified in its entirety by the Technical Report.

The Clarkson Hill Property is located approximately 20 miles from Casper in Natrona County, Wyoming.

The Technical Report provides a summary of mineral resources. Mineral resources are not mineral reserves and do not have demonstrated economic viability. The Clarkson Hill Property was explored beginning in the 1950's but more extensively from the 1970's through the mid 1980's with the principal exploratory work and drilling completed by Minerals Exploration Company.

The deposit is closely drilled, approximately fifty to one hundred foot centers. The drilling demonstrates continuity particularly along the mineralized trends. Based on the drill density and the apparent continuity of the deposit along trend the mineral resource estimate meets the criteria as inferred mineral resources under the CIM Standards on Mineral Resources and Reserves. Mineral resources are reported based on minimum grade cutoffs of 0.02 weight % eU3O8 and at GT cutoffs of 0.10, 0.25 and 0.50. For reporting purposes the 0.25 cutoff is recommended and is thus highlighted in the mineral resource tabulations that follow.

Drilling on the Clarkson Hill Property included approximately 233 rotary and 17 core holes on the property. The data utilized as the basis of this evaluation and in the preparation of the Technical Report was acquired by Artha from EMC. No additional drilling was completed on the property. Data available for this mineral resource evaluation was complete with the exception of actual drill and or core samples and included:

- Copies of all geophysical logs

- Copies of all lithological logs

- Copies of chemical assays

- Copies of reports and studies referenced in the Technical Report

- Surveyed hole locations and elevations

- Drill hole maps

- Geologic Cross Sections

No economic evaluation of the mineralization described in the Technical Report was completed. Thus, the estimate that follows is solely a mineral resource estimate. Previous estimates assumed mining by open pit and/or underground mining methods with conventional mineral processing. Amenability of the Clarkson Hill Property's mineral resources to ISR methods will be dependent upon hydrological conditions.

The current mineral resource estimate follows:



Inferred Mineral Resources:

-----------------------------------------------------
Average
Grade
GT minimum Pounds %eU3O8 Tons %eU3O8
-----------------------------------------------------
0.10 1,148,287 1,051,618 0.055
-----------------------------------------------------
0.25 939,888 753,611 0.062
-----------------------------------------------------
0.50 546,136 329,870 0.083
-----------------------------------------------------


The Clarkson Hill Property is subject to two royalties, being a 0.5% to 3.0% yellow cake royalty payable on all uranium produced and marketed therefrom, and a 5% royalty payable on uranium products mined and removed from those lands underlying Wyoming State Lease State Lease No. 0-42250.

For further details on the Clarkson Hill Property, please refer to Artha's Filing Statement and Technical Report under Artha's profile on SEDAR at www.SEDAR.com.

The Other Properties

The option and joint venture agreement also covers additional properties known as the WY Property, DCB Property, and BL Property. As Artha intends to focus its activities over the next twelve months on the Clarkson Hill Property, it does not consider these additional properties to be its material properties at this time. For a description of these properties, please refer to Artha's Filing Statement under Artha's profile on SEDAR at www.SEDAR.com.

Ken Midan, P.Eng, a director of Artha, is a Qualified Person under NI 43-101, and as such has reviewed the content of this news release.

The Terms

The following is a summary of the material terms of the option and joint venture agreement:

Artha may exercise its right (the "First Option") to earn up to 60% interest in the properties by incurring a total of Cdn $5 million in exploration expenditures and issuing 1,813,060 shares as follows:

1. incurring exploration expenditures on one or more Properties as follows:

A. $500,000 within 18 months of approval of the Qualifying Transaction by the Exchange ("Regulatory Approval");

B. a further $1,000,000 within 30 months of Regulatory Approval;

C. a further $1,000,000 within 42 months of Regulatory Approval;

D. a further $1,000,000 within 54 months of Regulatory Approval; and

E. a further $1,500,000 within 60 months of Regulatory Approval.

2. and delivering to EMC:

A. 415,765 common shares of Artha, appropriately adjusted for any subdivisions, consolidations or other authorized capital changes relating to Artha's share capital after the date hereof ("Shares") following the first anniversary of Regulatory Approval;

B. a further 465,765 Shares following the second anniversary of Regulatory Approval;

C. a further 465,765 Shares following the third anniversary of Regulatory Approval; and

D. a further 465,765 Shares following the fourth anniversary of Regulatory Approval.

Artha may earn a further 10% for a total of 70% by paying all exploration and development costs after the exercise of the First Option and delivering a feasibility study to EMC within 18 months of the exercise of the First Option.

The above Share issuances are limited for the first three years after Regulatory Approval in that Artha may be required to delay the issue of Shares to EMC if, following any such issuance, the total number of Shares or other securities of Artha carrying voting rights (together, "Voting Securities") that EMC directly or indirectly beneficially owns, controls, has direction over, or has through a combination of direct or indirect beneficial ownership of and control or direction over, would exceed 9.99% of the total number of issued and outstanding Voting Securities.

Back-In Right

EMC has the option to purchase from Artha an additional interest in a particular Property to take EMC's interest in the Property to 50%, subject to the following and certain other conditions:

1. if a feasibility study has not been prepared for the property, EMC shall pay to Artha a cash amount equal to three times the amount of expenditures incurred by Artha on the properties; and

2. if a feasibility study has been prepared for the property, EMC shall pay to Artha a cash amount equal to five times the amount of expenditures incurred by Artha on the properties.

EMC will also have the right to participate in future equity financings to a maximum of 20% of such equity issuances for a period of 12 months following Regulatory Approval. In addition, at Artha's next meeting of shareholders, EMC will be entitled to nominate two directors for election to the Board of Directors of Artha.

For further details on the option and joint venture agreement, please refer to Artha's Filing Statement and Technical Report under Artha's profile on SEDAR at www.SEDAR.com.

Private Placement and Capitalization

Artha has completed its private placement financing of 4,331,286 units at a price of $0.35 per unit, for gross proceeds to Artha of up to $1,515,950.10. Each unit consists of one common share and one common share purchase warrant exercisable into one additional common share for a period of two years, at an exercise price of $0.65.

The net proceeds of the Private Placement are intended to be used to undertake Artha's proposed work program on the Clarkson Hill Property, for administrative expenses and for general working capital requirements.

The securities sold under the private placement are subject to a four-month hold period expiring July 7, 2008 and may not be traded during that time except as permitted by Canadian securities legislation and the Exchange.

With the completion of the private placement, Artha has 11,331,287 common shares issued and outstanding.

Disclosure Required under National Instrument 62-103

Insiders of Artha participated in the private placement.

Todd McMurray, President of Artha of Suite 1470, 701 West Georgia Street, P.O. Box 10112, Pacific Center, Vancouver, B.C. V7Y 1C6 purchased 215,000 Units for $75,250 cash, representing approximately 1.9% of the issued and outstanding share capital of Artha as at March 6, 2008.

Following the acquisition described above, Mr. McMurray owns an aggregate of 965,001 common shares and warrants and options to purchase in aggregate 365,000 common shares, which if no other convertible securities of Artha were converted, would represent approximately 11.37% of Artha's shares as at March 6, 2008 (assuming exercise of Mr. McMurray's options and warrants).

Christine Thomson, Corporate Secretary of Artha of Suite 1470, 701 West Georgia Street, P.O. Box 10112, Pacific Center, Vancouver, B.C. V7Y 1C6 purchased 215,000 Units for $75,250 cash, representing approximately 1.9% of the issued and outstanding share capital of Artha as at March 6, 2008.

Following the acquisition described above, Ms. Thomson owns an aggregate of 965,000 common shares and warrants and options to purchase in aggregate 365,000 common shares, which if no other convertible securities of Artha were converted, would represent approximately 11.37% of Artha's shares as at March 6, 2008 (assuming exercise of Ms. Thomson's options and warrants).

Kamal Nagra, Chief Financial Officer of Artha of Suite 1470, 701 West Georgia Street, P.O. Box 10112, Pacific Center, Vancouver, B.C. V7Y 1C6 purchased 215,000 Units for $75,250 cash, representing approximately 1.9% of the issued and outstanding share capital of Artha as at March 6, 2008.

Following the acquisition described above, Ms. Nagra owns an aggregate of 965,000 common shares and warrants and options to purchase in aggregate 365,000 common shares, which if no other convertible securities of Artha were converted, would represent approximately 11.37% of Artha's shares as at March 6, 2008 (assuming exercise of Ms. Nagra's options and warrants).

The acquisitions were made for investment purposes only. The persons named above may, depending on market and other conditions, increase or decrease their beneficial ownership, control or direction over common shares or other securities of Artha through market transactions, private agreements, treasury purchases, exercise of convertible securities or otherwise.

The persons named above will file a report describing the above transactions with applicable securities regulators, a copy of which will be available from Artha at 604-697-5687 and under Artha's profile at www.SEDAR.com.

The issue of this news release is not an admission by a person named above that it is a joint actor with another person.

On Behalf of the Board of Directors,

Todd McMurray, President and Chief Executive Officer

Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to the completion of transactions, the timing and amount of payments and securities issuances, the completion of financings, the use of proceeds, future exploration, development and production activities and future expenditures. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the ability to complete contemplated transactions, payments, share issuances and financings, the use of proceeds, the time and success of future exploration, development and production activities and the timing and amount of expenditures.

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

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