Beta Minerals Inc.
TSX VENTURE : BMI

Beta Minerals Inc.

July 10, 2007 12:00 ET

Beta Executes Securities Exchange Agreement to Acquire Namibian Westport Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 10, 2007) - Beta Minerals Inc. ("Beta") (TSX VENTURE:BMI) is pleased to announce that it has entered into a securities exchange agreement dated July 9th, 2007 ("Securities Exchange Agreement") with Forsys Metals Corp. ("Forsys"), a public Ontario company (TSX:FSY) and Namibian Westport Ltd. ("Namibian") (formerly Namibian Minerals Ltd.), the wholly-owned subsidiary of Forsys, pursuant to which Beta will acquire all of the issued and outstanding shares of Namibian in exchange for shares and warrants of Beta (the "Transaction"). The arm's length Transaction will constitute a "Reverse Take Over" for Beta under the applicable policies of the TSX Venture Exchange (the "TSXV"). No relationship exists between or among the officers and directors of Beta, the officers and directors of Forsys, and each of Beta and Forsys.

Prior to the closing of the Transaction, Beta intends to consolidate (the "Consolidation") the issued and outstanding common shares of Beta ("Beta Shares") on a 6.3 for 1 basis whereby every 6.3 Beta Shares will be consolidated in 1 post-consolidation common share of Beta ("Beta New Share").

Pursuant to the Transaction, Forsys will exchange all of the issued and outstanding securities of Namibian to Beta in consideration for the issuance by Beta of 7,558,824 Beta New Shares at a deemed price of $0.75 per share and 7,558,824 common share purchase warrants of Beta ("Beta Warrants"), with each Beta Warrant entitling the holder to purchase one Beta New Share at $1.50 per share for one year from the date of closing of the Transaction. Forsys intends to, subject to the prior approval of the Toronto Stock Exchange and receipt of required exemption relief under applicable securities legislation, distribute up to 100% of the Beta New Shares and Beta Warrants on a pro rata basis to all of Forsys' shareholders. In order to do so, Forsys intends to reduce its stated capital by an amount equal to the fair market value of the Beta New Shares and Beta Warrants.

In addition, in connection with the Transaction, Namibian has entered into a letter of intent dated June 25, 2007 (the "Letter of Intent") with Salman Partners ("Salman"), whereby Salman has agreed to act as agent for a brokered private placement, on a best efforts basis, of up to 20,000,000 common shares of Namibian ("Namibian Shares") at a price of $0.75 per share for aggregate proceeds of $15,000,000 (the "Private Placement"). The proceeds of the Private Placement will be used to further develop and explore the Sperrgebiet Project and Elbe Copper Project, which are further described below, and for general working capital. Closing of the Private Placement will occur concurrently with the closing of the Transaction. On the closing date, Beta will issue Beta New Shares to each of the subscribers of the Namibian private placement on the basis of one Beta New Share for each Namibian Share subscribed for pursuant to the private placement, for up to an additional 20,000,000 Beta New Shares being issued.

Under the terms of the Letter of Intent, Namibian has agreed to pay Salman a cash commission equal to 6% of the aggregate consideration raised pursuant to the Private Placement. In addition, Salman will be granted a broker warrant (the "Broker Warrant") which will entitle Salman to acquire the number of Namibian Shares equal to 6% of the Namibian Shares issued pursuant to the Private Placement. The Broker Warrants are exercisable at $0.95 for the first 12 months from date of issuance and at an exercise price of $1.50 for the subsequent 12 month period.

In addition, Forsys and Namibian have agreed to, subject to regulatory approval, pay finders fees of 335,000 Beta New Shares to independent arms length third parties on the closing of the Transaction.

The current number of Beta Shares issued and outstanding, on a post-Consolidation basis, is 4,562,358. If the Transaction, Consolidation and Private Placement is completed, Beta will have 32,456,182 Beta Shares issued and outstanding (on a non-diluted basis).

About Namibian

Namibian is a private Ontario company incorporated on February 8, 2000. Namibian owns all of the issued and outstanding shares of Westport Resources Namibia (Pty.) Ltd. ("Westport"), which company holds resource assets located in the Republic of Namibia , Africa.

Sperrgebiet Project

Westport holds a 100% interest in the Exclusive Prospecting License 2797 ("EPL 2797") (Block 2716 CB - 2). The license area, comprising 13,875.36 hectares, constitutes the Sperrgebiet Project. The Sperrgebiet Project is located in the Karas region and Magisterial District of Luderitz in southwest Namibia, Africa. The project is located within the restricted Diamond Area 1, Sperrgebiet approximately 550 km south southwest of the capital city of Windhoek, 50 km north northwest of the town and producing mine at Rosh Pinah and 30 km north northwest of the operating Skorpion Mine.

The Sperrgebiet Project is located with the Gariep belt, one of several Neoproterozoic (540 - 750 Ma) orogenic belts forming part of the suture between Neoproterozoic South America and Africa. The Gariep belt, exposed in southwest Namibia and northwestern South Africa, is comprised of lithologies deposited in the Adamastor Ocean that separated the Rio de la Plata craton in the west from the Kalahari craton in the east.

The Sperrgebiet Project is situated within the Port Nolloth Zone of the Gariep Supergroup.

Lithologies within the project area can be divided into four groups:

- Basement Rock - Namaqua - Natal (Paleo - Mesoproterozoic)

- Gariep Supergroup (Neoproteorzoic)

- Nama Group (Cambrian)

- Intermediate to Mafic Dykes (Cretaceous)



The proposed work program on the Sperrgebiet Project is summarized below:

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Program Line Kilometers Meters Cost (C$) Total Cost (C$)
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Ground Geophysics

HELM / gridding 261 $300.00 $78,300.00

Magnetics 261 $100.00 $26,100.00

Diamond Drilling 2000 $150.00 $300,000.00

Geology / Prospecting $50,000.00

Hyperspectral Survey $25,000.00

Supervision / Overhead $75,000.00

Total $554,400.00
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For further information on the Sperrgebiet Project, see the technical report dated April 1, 2007 filed on SEDAR on June 6, 2007 by Forsys.

Elbe Copper Project

Exclusive Prospecting License 3136 ("EPL 3136"), which is located within the Otjozondjupa region of central Namibia, approximately 70 km north northwest of the capital city Windhoek and 28 km west of the town Okahandja. EPL 3136 is situated on the Elbe 10 and Ombujongupa Sud 9 Farms. As owner of EPL 3136, Ongopolo Mining and Processing Ltd. negotiated access agreements with the owners of the two farms.

EPL 3136 is registered to Ongopolo Mining and Processing Ltd. EPL 3136 was granted to Ongopolo Mining and Processing Ltd. for an initial three-year period extending from January 30, 2004 to January 29, 2007. Subject to a review of completed exploration, or development work, an EPL may be extended for two additional, two-year periods.

Under terms of a February 3, 2005 agreement between Ongopolo Mining and Processing Ltd. and Westport, the latter was granted an exclusive option to earn a 60% interest in the licence. At that time Westport was appointed operator of the property.

EPL 3136 is located within the Central Zone of the Damara Orogen. The Damara Orogen, an integral part of the Pan African structural framework, consists of a north south trending coastal branch and an orthogonal intracontintental branch. The two branches meet at a three-armed asymmetric orogenic junction with structural and lithologic continuity between each arm. Stratigraphic units within the intracontintental branch include the Damara Supergroup, which is interpreted to have accumulated in a 400 to 500 km wide belt between 600 and 1000 Ma. The intracontintental branch includes three zones, each with characteristic lithologies, deformation styles and metamorphic grade. The Northern Zone is primarily comprised of platformal sedimentary rocks. The succession displays weak deformation and law-grade metamorphism. Deep-water sedimentary rocks dominate the Central and South Marginal Zones.

The following description of the property geology is limited to that portion of EPL 3136 hosting the A Zone base metal mineralization. The A Zone base metal occurrence, characterized by disseminated to massive pyrrhotite with lesser chalcopyrite and sphalerite, is hosted within metasedimentary rocks of the Kuiseb Formation. A suite of syn to post tectonic granitoid rocks cuts the deformed metasedimentary succession. A series of generally narrow dolerite dykes and sills of the Karoo Supergroup have intruded the complete sequence.

The A Zone is interpreted to represent a sulphide horizon, or series of closely spaced, stacked sulphide horizons developed at the time stratigraphic break during the deposition of the pelitic to semi-pelitic Kuiseb Formation sediments. The periodic influx of sedimentary material would result in the stacked nature of the sulphide zones. Given this scenario the sulphide horizons, on a local scale, would generally appear conformable, on a property scale there may be evidence of disconformable contacts.

For further information on the Elbe Copper Project, see the technical report dated March 2, 2007 filed on SEDAR on June 6, 2007 by Forsys.



The proposed work program on the Elbe Copper Project is summarized below:

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Cost /Unit Budget
Program Units ($Namibian) ($Namibian)
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Airborne Electromagnetic and
Magnetic Surveys 650 line km $750 $487,500

Ground Electromagnetic and
Magnetic Surveys 100 line km $1800 $180,000

Exploration Drilling 1000 m $720 $720,000

Detailed Electromagnetic and
Magnetic Surveys - A Zone 30 line km $1800 $54,000

Diamond Drilling - A Zone 1650m $720 $1,188,000

Geological Support $120,000

Contingency at 10% $275,000

Total Proposed Budget $3,024,500
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Financial Information Concerning Namibian

The audited financial statements of Namibian will be included in the management information circular sent to Beta shareholders in connection with the Transaction.

Conditions

The proposed Transaction is subject to a number of conditions including the following:

(a) satisfactory due diligence by both Beta and Forsys;

(b) the board of directors for Beta shall be constituted as Philip Martin, a director of Beta, James Currie, the Managing Director of Beta, Wayne Isaacs, the President and a director of Forsys, Paul Moase, Mark Frewin, a director of Forsys, Stewart Wright and Kirk Boyd or other nominees at the sole discretion of Namibian (and in that regard, Roy Hudson and Neville Simpson will leave the board of directors of Beta);

(c) Wayne Isaacs shall have been appointed Chief Executive Officer and Chairman of Beta;

(d) TSXV shall have provided Beta with conditional approval for the listing of the Beta New Shares;

(e) the private placement of Namibian shall have been completed;

(f) the approval of the shareholders of Beta of the Consolidation and the name change of Beta to "Westport Namibian Resources Ltd.";

(g) consulting agreements with each of Neville Simpson, Roy Hudson and Linda Dezura shall have been entered into; and

(h) regulatory approvals.

Sponsorship

Beta intends to make application for an exemption from the TSXV's sponsorship requirements based upon the Private Placement being conducted through Salman.

Completion of the transaction is subject to a number of conditions, including, Exchange acceptance disinterested shareholder approval. 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 the transaction, any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Beta should be considered highly speculative.

This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Forsys Metals Corp.
    Duane Parnham
    Chairman and Chief Executive Officer
    (905) 844-4646
    or
    Beta Minerals Inc.
    James Currie
    Managing Director
    (604) 685-6580