Bashaw Capital Corp.

Bashaw Capital Corp.

March 30, 2005 11:37 ET

Bashaw Capital Corp. Announces Letter of Intent with Dynamite Resources Ltd.


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: BASHAW CAPITAL CORP.

TSX VENTURE SYMBOL: BCV.P

MARCH 30, 2005 - 11:37 ET

Bashaw Capital Corp. Announces Letter of Intent with
Dynamite Resources Ltd.

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - March 30, 2005) - Bashaw
Capital Corp. ("Bashaw" or the "Corporation") (TSX VENTURE:BCV.P) is
pleased to announce that it has entered into a letter of intent with
Dynamite Resources Ltd. ("Dynamite") dated March 29, 2005 (the
"Agreement"), to acquire 100% of the issued and outstanding securities
of Dynamite (the "Proposed Acquisition"). Pursuant to the terms of the
Agreement, Bashaw intends to acquire all of the 9,550,001 common shares
of Dynamite ("Dynamite Shares") and all of the 4,000,000 warrants of
Dynamite ("Dynamite Warrants") (collectively, the "Dynamite Securities")
which are expected to be issued and outstanding as of the date of the
Proposed Acquisition. It is expected that the Proposed Acquisition will
occur by way of a "three cornered amalgamation" of Dynamite and a wholly
owned subsidiary of Bashaw and is subject to approval by the
shareholders of Dynamite and regulatory approval.

The Corporation is a capital pool company and intends for the Proposed
Acquisition of Dynamite to constitute the Qualifying Transaction of the
Corporation as such term is defined in the policies of the TSX Venture
Exchange (the "Exchange"). Upon completion of the Proposed Acquisition,
it is expected that the Corporation will be a Tier 2 Mining Issuer. The
Proposed Acquisition is an arm's length transaction.

Pursuant to the Agreement, the consideration for the Proposed
Acquisition will be as follows: securityholders of Dynamite shall
receive one Bashaw Common Share ("Bashaw Share") for every one common
share held in Dynamite and one Bashaw Warrant ("Bashaw Warrant") for
every warrant held in Dynamite. Each Bashaw Warrant will entitle the
holder to acquire an additional Bashaw Share at an exercise price of
$0.75 per Bashaw Share for a period ending 24 months after the closing
of the Private Placement as described herein. Up to 9,550,001 Bashaw
Shares will be issued at a deemed price of $0.50 cents per share,
representing a deemed acquisition value of $4,775,000.50 and up to
4,000,000 Bashaw Warrants will be issued.

On completion of the Proposed Acquisition, Bashaw will explore and, if
successful, develop and produce precious and base metals from the Mike
Lake exploration property located in the Yukon Territory, Canada (the
"Qualifying Property"), as described herein. Bashaw may also explore the
adjoining Ryan property and such other properties and interests as may
be acquired in the future.

Bashaw currently has 2,410,000 Bashaw Shares issued and outstanding. In
addition, there are 200,000 options issued to directors and officers
under its current stock option plan and an agent's warrant to purchase
125,000 Bashaw Shares which was issued to Dundee Securities Corporation
in connection with the Corporation's initial public offering. Upon
completion of the Proposed Acquisition, it is expected that the
Corporation will have approximately 11,960,000 Bashaw Shares issued and
outstanding and 4,000,000 Bashaw Warrants.

Dynamite

Dynamite is a private mineral exploration company which was incorporated
under the Business Corporations Act (British Columbia) on April 19,
2004. Dynamite is a "private issuer" as that term is defined under
Multilateral Instrument 45-103 and none of its securities have traded on
any stock exchange. Dynamite currently has 5,250,001 Dynamite Shares
issued and outstanding. Prior to the Proposed Acquisition, Dynamite is
expected to issue an additional 300,000 Dynamite Shares pursuant to an
outstanding option and to complete a private placement for up to
4,000,000 units as described below. It is anticipated that at the
closing of the Proposed Acquisition, Dynamite will have 9,550,001
Dynamite Shares and 4,000,000 Dynamite Warrants issued and outstanding.
The current directors and officers of Dynamite are James Stephen, Glenn
Yeadon, Alan Archer, Robert Carne and W. Douglas Eaton. There are
currently no shareholders who own or control, directly or indirectly,
more than 10% of Dynamite's issued and outstanding share capital.

Dynamite is a Vancouver-based exploration company that is engaged in the
acquisition and exploration of properties prospective for base and
precious metals. Its principal assets include options to earn 100%
interests in the Mike Lake and the Ryan properties (as defined below),
which are located in the Dawson Mining District of the Yukon Territory.
Dynamite was formed in April, 2004 and commenced operations in April,
2004.

The Mike Lake Property

Dynamite holds the option to earn a 100% interest, subject to certain
royalty interests, in 283 mineral claims centered 80 km east-northeast
of Dawson City in the Dawson Mining District of the Yukon Territory (the
"Mike Lake Property"). The property is subdivided into two blocks of
claims referred to as the Walhala Block and the Homestake Block.

Dynamite can earn its interest by issuing 500,000 shares to the vendor
(which have been issued), paying $375,000 over four years (of which
$30,000 paid as of the date hereof) and completing work expenditures of
$1.5 million (of which $200,000 has been paid as of the date hereof).
The Homestake Block is subject to a 2% net smelter royalty payable to
Barrick Gold Corp., the Walhala Block is subject to a 1.5% net smelter
royalty on all commodities payable to Walhala Explorations Ltd. (the
"Walhala Royalty"), and a 1% net smelter royalty on gold and silver
payable to Mena Resources Inc. The Walhala Royalty can be bought out in
full by paying $1 million to Walhala Explorations Ltd.

The Ryan Property

Dynamite has the option to earn a 100% interest in 34 mineral claims
located contiguous with the Mike Lake Property in the Dawson Mining
District of the Yukon Territory (the "Ryan Property"). The property
hosts a number of highly anomalous geochemical values that overlap with
targets on the Mike Lake Property.

Dynamite can earn its interest by making cash payments of $325,000 over
five years, of which $50,000 is payable in the first two years (of which
$25,000 has been paid as of the date hereof) and by issuing 500,000
shares (of which 200,000 have been issued as of the date hereof). The
optionor retains a 2% net smelter return, three-quarters of which can be
purchased incrementally for $2,000,000 at any time after January 7,
2007. The property is also subject to the Walhala Royalty through a
mutual area of interest.

Proposed Work Program

Pursuant to National Instrument 43-101 - Mineral Project Disclosure, an
independent geological report has been completed on the Mike Lake
Property, which is the Qualifying Property. It is the intent of Bashaw
to undertake the recommended $1.5 million, 5,000 metre drilling program
on the Mike Lake Property.

Financial Statement Information

Dynamite is currently preparing its financial statements and detailed
selected financial information will be released when available.

Insiders and Board of Directors of the Resulting Issuer

Upon completion of the Proposed Acquisition, it is proposed that Messrs.
James Stephen, Alan Archer, Richard Graham, Brian Bayley and Robert
Carne will comprise the Corporation's board of directors. The proposed
officers of the Corporation are James Stephen as Chief Executive
Officer, Glenn Yeadon as Secretary, Robert Carne as President and W.
Douglas Eaton as Chief Financial Officer and Chief Operating Officer.

The following is a summary of the principal occupations for the last
five years of the proposed directors, officers and promoters of the
Corporation:

James Stephen - Proposed Chief Executive Officer and Director

Mr. Stephen is a self-employed businessman who has actively been
involved in mineral exploration since the early 1970's. He was founder,
director and president of several junior mining companies over the past
two decades, including Big Creek Resources Ltd. (now Great Basin Gold
Ltd.), All-North Resources Ltd. and NDU Resources Ltd. He is currently
Chief Executive Officer and a director of Strategic Metals Ltd., ATAC
Resources Ltd. and Twenty-Seven Capital Corp., all of which are listed
on the Exchange.

Alan Archer - Proposed Director

Mr. Archer is a Professional Engineer registered in both British
Columbia and Yukon Territory. He was a principal of Archer, Cathro &
Associates (1981) Limited, consulting geological engineers, from
formation of a predecessor company in 1966 to his retirement in March
2003. He received the Spud Heustis Award for "Excellence in Prospecting
and Mineral Exploration" in 1998.

Richard Graham - Current Director

Mr. Graham is a Professional Geologist with approximately 16 years of
geological experience. Mr. Graham has worked in Canada for Cameco
Corporation, Echo Bay Mines Incorporated, Placer Dome Incorporated, and
overseas with the Canadian Department of Foreign Affairs and
International Trade, Chase Resources Ltd. and Billiton Plc. He is
currently Manager of Corporate Development for Quest Management Corp., a
wholly-owned subsidiary of Quest Capital Corp.

Brian Bayley - Current Director

Mr. Bayley holds an M.B.A. from Queen's University, Kingston, Ontario.
He has been President and Chief Executive Officer of Quest Capital Corp.
since June 2003. Quest Capital Corp. is a merchant bank that provides
financial services to small and mid-cap companies operating primarily in
North America. He is on the board of several publicly traded resource
companies.

Robert Carne - Proposed President and Director

Mr. Carne is a Professional Geoscientist registered in British Columbia.
He obtained a Bachelor of Science (Geology) degree from the University
of British Columbia in 1974, and a Master of Science (Geology) degree
from the University of British Columbia in 1979. He was a geologist with
Archer, Cathro & Associates (1981) Limited from 1977 until his
retirement in June 2002. He is now an independent geological consultant.

Glenn Yeadon - Proposed Secretary

Mr. Yeadon is a barrister and solicitor practicing primarily in the
filed of securities law. He obtained a Bachelor of Commerce degree from
the University of British Columbia in 1975, and a Bachelor of Laws
degree from the University of British Columbia in 1976. He was a partner
with Tupper Jonsson & Yeadon, either in his personal capacity or through
a professional law corporation controlled by him, from 1983 to August
31, 1999. He has been associated in the practice of law with Tupper
Jonsson & Yeadon (through a professional law corporation controlled by
him) since September 1, 1999.

W. Douglas Eaton - Proposed Chief Financial Officer and Chief Operating
Officer

Mr. Eaton obtained a Bachelor of Arts degree from the University of
Alberta in 1971 and a Bachelor of Science degree in Geology from the
University of British Columbia in 1980. He has worked with Archer,
Cathro & Associates (1981) Limited since 1971 and has been a principal
of the consulting firm since 1981.

Private Placement

Prior to completion of the Proposed Acquisition, Dynamite intends to
complete a non-brokered private placement of up to 4,000,000 units for
gross proceeds of up to $2,100,000 (the "Private Placement"). It is
anticipated that a maximum of 3,000,000 units will be flow through units
and the remaining 1,000,000 units will be non flow through. It is
anticipated that each flow through unit will be priced at $0.55 and
consist of one flow through Dynamite Share and one non flow through
Dynamite Warrant. Each Dynamite Warrant will entitle the holder to
acquire an additional share for a term of 24-months from the closing
date of the Private Placement at a price of $0.75 per share. It is
intended that each non flow through unit will be priced at $0.45 and
consist of one Dynamite Share and one Dynamite Warrant.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is
required by the Exchange unless exempt in accordance with Exchange
policies. Bashaw will apply for an exemption from sponsorship
requirements on the basis that the Corporation is not a foreign issuer,
the proposed directors and officers meet the higher standard of the
Exchange and the Corporation will meet the Tier 2 Minimum Listing
Requirements for Mining Issuers. However, there is no assurance that
Bashaw will obtain this exemption.

Description of Significant Conditions to Closing

Completion of the Proposed Acquisition is subject to a number of
conditions including but not limited to, the closing of the Private
Placement, Exchange acceptance and, if applicable pursuant to the
Exchange requirements, majority of the minority shareholder approval.
Where applicable, the Private Placement and Proposed Acquisition cannot
close until the required shareholder approval is obtained. In addition,
other necessary conditions to close the Proposed Acquisition include
obtaining all other necessary regulatory, court and third party
approvals and authorizations, the completion of a definitive agreement
setting forth the terms and conditions set forth in the Agreement as
discussed above and the completion of due diligence. 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 filing
statement to be prepared in connection with the Proposed Acquisition,
any information released or received with respect to the transaction may
not be accurate or complete and should not be relied upon. Trading in
the securities of a capital pool company should be considered highly
speculative.

In accordance with Exchange policy, the Corporation's shares are
currently halted from trading.


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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Bashaw Capital Corp.
    Richard Graham
    President and Director
    (604) 689-1428
    The TSX Venture Exchange Inc. has in no way passed upon the merits of
    the proposed transaction and has neither approved nor disapproved the
    contents of this news release.