Kria Resources

Kria Resources
Beartooth Platinum Corporation

Beartooth Platinum Corporation

March 27, 2009 15:17 ET

Beartooth Platinum and Kria Resources Shareholders Approve Business Combination

TORONTO, ONTARIO--(Marketwire - March 27, 2009) - Beartooth Platinum Corporation (TSX VENTURE:BTP) ("Beartooth") and Kria Resources Inc. ("Kria"), a private company, are pleased to announce that shareholders for both companies have voted in favour of the previously-announced business combination (the "Transaction") at special meetings of Beartooth and Kria security holders held separately today in Toronto. The Transaction was approved by approximately 84% of the Beartooth votes cast, representing 32% of Beartooth's outstanding shares. The Transaction was approved by 100% of the Kria votes cast, representing approximately 24% of Kria's outstanding shares.

The completion of the Transaction remains subject to regulatory approvals, including TSX Venture approval and a final order by the Superior Court of Ontario that is currently expected to take place on March 31, 2009 with closing of the Transaction to occur as soon thereafter as practicable. The Transaction is structured as a Plan of Arrangement under s.182-183 of the Canada Business Corporations Act (Ontario) between Beartooth Platinum Corporation and Kria Resources Inc.

Following completion of the Transaction, the Kria board and management team will become the board and management team of the combined company, which will be renamed Kria Resources Ltd. A new stock symbol will be assigned to the combined company, the details of which will be announced once they are available.

Upon completion of the Transaction, the combined company will have:

- An estimated National Instrument (NI) 43-101 compliant Inferred mineral resource of 19.75 million tonnes grading 1.47% zinc and 1.17% copper using a 1.0% capped copper equivalent cut-off grade at the Ruttan project, a former operating mine in Manitoba, Canada;

- An estimated NI 43-101 compliant Indicated Mineral Resource of 6.26 million tonnes grading 8.13% zinc, 2.58% lead, 0.22% copper and 30.78 g/t silver and an Inferred Mineral Resource estimate of 6.08 million tonnes grading 6.69% zinc, 1.83% lead, 0.14% copper and 20.51 g/t silver (both using a 5.0% capped zinc equivalent cut-off grade) at the Halfmile Lake property in New Brunswick, Canada;

- An estimated NI 43-101 compliant Inferred Mineral Resource of 5.52 million tonnes grading 6.11% zinc, 2.59% lead, 0.40% copper and 54.21 g/t silver using a 5.0% zinc equivalent cut-off grade at the Stratmat property in New Brunswick, Canada;

- An exploration package featuring platinum-prospective properties in Stillwater, Montana, USA and in the Bushveld area of South Africa;

- Approximately CAD$1.5 million in cash and cash equivalents; and

- Proven management and board of directors with experience in financing, developing and operating mines.

About Beartooth Platinum

Beartooth Platinum Corporation is focused on the exploration for Platinum Group Metals (PGE) globally. The Company has property interests in two of the world's most significant PGE camps: the Stillwater and Bushveld intrusive complexes. In Montana, USA, Beartooth controls 1,054 unpatented lode mineral claims over the exposed 50-km strike length of the Stillwater Intrusive Complex. The Stillwater Complex hosts the JM-Reef, the world's highest-grade primary PGE deposit. Stillwater Mining Company (SMC) currently operates two mines on the J-M Reef. Beartooth's mineral claims are contiguous with these significant resource properties.

Additional information about the Company and its properties is available on the Company's website at

About Kria Resources

Kria Resources is a private base metal exploration and development company focused on high-quality, advanced-stage base metal assets. Kria's primary assets include the Ruttan copper-zinc sulphide project near Leaf Rapids, Manitoba and the Halfmile Lake and Stratmat properties near Bathurst, New Brunswick. An NI 43-101 compliant mineral resource estimate for the Ruttan Mine Project estimates inferred resources of 19.75 million tonnes grading 1.17% copper and 1.47% zinc using a 1.0% capped copper equivalent cut-off grade. Kria's Halfmile Lake property has a NI 43-101 compliant Indicated mineral resource estimate of 6.26 million tonnes grading 8.13% zinc, 2.58% lead, 0.22% copper and 30.78 g/t silver using a 5.0% capped zinc equivalent cut-off grade. Please visit our website at for additional information.

Regulatory Footnotes

Dayle Rusk, P.Geo. and Vice President of Exploration for Kria and Stephen Davies, P.Eng. and Vice President Operations of Kria, both of whom are officers of Kria and Qualified Persons under National Instrument 43-101, have reviewed the scientific and technical information relating to Kria in this press release.

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange approval and Final Court Approval. There can be no assurance that the transaction will be completed as proposed or at all.

This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Kria or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of Beartooth, nor shall there be any sale or exchange of securities in any jurisdiction (including the United States) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. The solicitation of offers to buy Beartooth shares in the United States will only be made pursuant to a prospectus and related offer materials that Beartooth expects to send to holders of Kria securities, subject to the requirements of applicable law. The Beartooth shares may not be sold, nor may offers to buy be accepted, in the United States prior to the time the registration statement (if any is filed) becomes effective or an exemption from such requirements is available. No offering of securities shall be made in the United States except (i) by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended, which would contain detailed information regarding Beartooth and its management, as well as its financial statements, or (ii) pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of Beartooth and Kria and its projects, statements regarding exploration prospects, statements regarding synergies and financial impact of the proposed transaction, the terms and conditions of the transaction, the benefits of the proposed transaction, the identification of mineral reserves and resources, costs of and capital for exploration projects, exploration expenditures, timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company (and the company resulting from the successful completion of the proposed transaction) to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the business of Beartooth and Kria not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral prices; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.


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