Carlaw Capital Corp.
TSX VENTURE : CLW.P

Nyah Resources Inc.

Nyah Resources Inc.

September 04, 2007 12:07 ET

Carlaw Capital Corp. and Nyah Resources Inc. Announce Details of Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Sept. 4, 2007) - Carlaw Capital Corp. ("Carlaw")(TSX VENTURE:CLW.P) and Nyah Resources Inc. ("Nyah") are pleased to provide further particulars regarding the previously announced proposed qualifying transaction (the "Proposed Transaction"), pursuant to the terms of a letter of intent dated July 10, 2007 entered into among Carlaw, Nyah and Nyah's principal shareholders.

SUMMARY OF THE TRANSACTION

It is anticipated that Carlaw, Nyah and a newly-incorporated subsidiary of Carlaw ("Carlaw Sub") will enter into an amalgamation agreement (the "Amalgamation Agreement"), pursuant to which Carlaw Sub and Nyah will amalgamate which will result in Carlaw owning all of the issued and outstanding securities of the amalgamated entity. Pursuant to the amalgamation, holders of the issued and outstanding common shares of Nyah (each, a "Nyah Common Share") shall receive one common share in the capital of Carlaw (a "Carlaw Common Share") for each Nyah Common Share. As of the date hereof, there are 39,149,563 Nyah Common Shares issued and outstanding and 11,515,000 Carlaw Common Shares issued and outstanding.

Pursuant to the terms of the amalgamation, the holders of outstanding warrants and options to purchase an aggregate of 17,249,563 Nyah Common Shares shall become entitled to receive warrants and options on a one-for-one basis to acquire Carlaw Common Shares at the current exercise price. In addition, pursuant to the amalgamation, Carlaw proposes to grant an additional 478,750 Carlaw Options to the proposed new directors and officers of Carlaw.

An aggregate of 50,664,563 Carlaw Common Shares will be outstanding after the completion of the Proposed Transaction, of which 11,515,000 (22.7%) will be held by Carlaw shareholders. Following the completion of the Proposed Transaction and assuming that all of the outstanding options and warrants have been exercised, 70,021,126 common shares of the resulting issuer (the "Resulting Issuer") will be issued and outstanding on a fully diluted basis. Carlaw does not contemplate undertaking any financings in connection with the Proposed Transaction.

After completion of the Proposed Transaction, the Resulting Issuer will be involved in the mining industry, as further described below.

ABOUT NYAH

Nyah holds a 100% interest in the Agnew Lake Uranium Property (the "Property"), consisting of seven unpatented mining claims (3,080 acres) located in Hyman and Porter Townships, approximately 40 kilometers west of Sudbury, Ontario. The Property encompasses the past producing Agnew Lake Uranium Mine. The Agnew Lake Uranium Mine was operated by Kerr Addison Mines Ltd between 1977 and early 1983 and produced approximately 1.9 million lbs of uranium from a combination of surface and in-situ leach during this time period. The Property has substantial underground infrastructure in place including a six compartment shaft to a depth of over 980 metres with development on several levels. A decline from surface to the 1,900 foot level was also developed.

At Agnew Lake, the uranium-rare earth mineralization is contained within a pyritic quartz-pebble conglomerate that conformably overlies granitic rocks and is similar to mineralization in the Elliot Lake area to the west of the Property. Nyah has recently completed seven drill holes on the Property to confirm uranium values and associated rare earth mineralization and expects to complete a NI 43-101 technical report on the Property within the next two months. In addition to the past producing uranium mine, the Property covers approximately six kilometers of favourable uranium-mineralized horizon.

Nyah is incorporated under the laws of the Province of Ontario. There is no individual who directly or indirectly beneficially holds a controlling interest in or who otherwise controls or directs Nyah based on their shareholdings. The head office and registered office of Nyah are located at 65 Queen Street West, 8th Floor, Toronto, Ontario, M5H 2M5.

SELECTED FINANCIAL INFORMATION

The following tables represent selected financial statement information on the financial condition and results of operations for Carlaw and Nyah, as well as revenue and income information for Nyah. Such information is derived from the unaudited financial statements of Nyah for the period ended June 30, 2007 and the unaudited financial statements of Carlaw for the period ended June 30, 2007. The Carlaw financial statements are available on SEDAR.



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Nyah Carlaw
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As at June 30, 2007 As at June 30, 2007
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(unaudited) (unaudited)
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Current Assets $2,703,548 $1,739,419
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Total Assets $7,318,254 $1,739,419
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Current Liabilities $266,942 $3,863
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Shareholders' Equity $7,051,312 $1,735,556
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Nyah
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Six Months Ended June 30, 2007
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(unaudited)
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Revenue - Interest Income $14,321
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Net Loss $207,593
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Deficit $263,570
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It is anticipated that upon completion of the Proposed Transaction, the Resulting Issuer will meet the Tier 1 listing requirements of the TSXV for a mining issuer.

DIRECTORS AND OFFICERS OF RESULTING ISSUER

In conjunction with the completion of the Proposed Transaction, it is intended that Amar Bhalla will remain on the board of directors of the Resulting Issuer following completion of the Proposed Transaction and that Stan Bharti, George Faught, David Gower and Richard Sutcliffe, will join the Resulting Issuer's board of directors. Brief biographies for the proposed directors and officers of the Resulting Issuer are set out below:

Amar Bhalla

Director

Mr. Bhalla is the President of Capit Investment Corp., an investment management firm focused on private equity and venture capital. He is also a partner at HB Investments Ltd., a firm focused on developing structured products for the retail marketplace. In the past eight years, Mr. Bhalla has been involved in a variety of business segments. He recently served as Chief Executive Officer of Crescent Logic Inc., a Toronto-based software firm. Prior to joining Crescent Logic, Mr. Bhalla allocated capital in both public and private ventures on behalf of Toronto-based investment groups. Mr. Bhalla received his C.F.A. designation in September 2004 and received his B.A. degree from McGill University in June 1999.

Stan Bharti

Director

Mr. Bharti has over 25 years of experience in operations, public markets and finance. Over the last ten years, Mr. Bharti has been involved in acquiring, restructuring, and financing and has raised over $500 million in public markets. His experience in public markets includes acquisitions of companies in Europe, Australia and North America. He is a Professional Mining Engineer and holds a Masters Degree in Engineering from Moscow, Russia and University of London, England. From 2002 to April 2006, Mr. Bharti was a director and past president of Desert Sun Mining Corp. (acquired by Yamana Gold Inc. in 2006). Additionally, Mr. Bharti is a director of several public companies.

George Faught

Director, President and Chief Executive Officer

Mr. Faught, CA, the President and Chief Executive Officer of Nyah, has over 25 years of senior management experience and is currently the President and Chief Executive Officer of Aberdeen International Inc. He has served as the President and Chief Executive Officer of First Uranium Corporation and the Chief Financial Officer of publicly traded companies in the natural resources, financial services and pharmaceutical industries. Mr. Faught has broad financial management, corporate development and operating experience and from 1999 to 2005 served as the Chief Financial Officer for North American Palladium Ltd., a mid-tier platinum group metal producer. Previously, he served as Chief Financial Officer for Hudson Bay Mining & Smelting Co. Ltd., an integrated base metals producer, and William Resources Inc., an international gold producer. In addition, Mr. Faught serves on the board of several public companies.

David Gower

Director

Mr. Gower, P.Geo., is the President and Chief Executive Officer of Castillian Resources Corp. and the Chief Executive Officer of Apogee Minerals Ltd. Prior to joining Castillian and Apogee, he was with Falconbridge Limited and Noranda Inc. (now Xstrata) in various capacities, most recently as General Manager of Global Nickel and PGM Exploration for Falconbridge and a member of the senior operating team for the Nickel business. In addition, Mr. Gower was previously General Manager of Northern Hemisphere and Australasia Exploration for Noranda Inc. Mr. Gower has a strong track record of discovery and has been involved in numerous mine development projects at mine sites and greenfields environments. Mr. Gower received a BSc in Geology at St. Francis Xavier University and a MSc in Geology at Memorial University.

Richard Sutcliffe

Director

Dr. Sutcliffe, Ph.D., P.Geo, is a geologist with more than 25 years of experience in mineral exploration and mining. He is the President and Chief Executive Officer of URSA Major Minerals Inc. and the Chairman of Patricia Mining Corp. and has been a director of Patricia Mining Corp. since 1998. He was a Director of North American Palladium Ltd. from 1999 to 2005.

Deborah Battiston

Chief Financial Officer

Ms. Battiston, is a C.G.A, with over 20 years of accounting and financial management experience. She obtained her B.A. in Economics from the University of Guelph in 1981 and was Vice President Finance and Chief Financial Officer for Sun Blush Technologies Corporation, a TSXV listed company in the technology sector, from August 1998 to June 2003. Since June 2004, Ms. Battiston has served as the Chief Financial Officer of several TSXV listed mineral exploration and development companies, including Consolidated Thompson Iron Mines Limited and Largo Resources Ltd.

Patrick Gleeson

Corporate Secretary

From 2002 to 2007, Mr. Gleeson was a lawyer at a large Canadian law firm. He received a J.D. from the University of Toronto in 2001, an M.A. in international relations from the University of Toronto in 2001 and a B.A. from Queen's University in 1997.

The filing statement to be prepared by Carlaw and Nyah and filed on SEDAR in conjunction with the Proposed Transaction will contain complete biographical information on each proposed nominee.

SIGNIFICANT CONDITIONS

The completion of the Proposed Transaction is subject to a number of conditions precedent which may be waived by either Carlaw or Nyah if such conditions are in their favour. The following is a summary of the significant conditions:

(i) the parties shall have entered into, and materially comply with, an Amalgamation Agreement and related documentation which shall contain, among other things, the terms and conditions set forth herein and the warranties, representations, covenants, agreements, terms and conditions customarily found in such agreements;

(ii) receipt of all required approvals and consents for the Proposed Transaction and all related matters, including without limitation, the approval of the Amalgamation by the Nyah shareholders and the TSXV;

(iii) compliance with all requirements that may be imposed by the TSXV;

(iv) no material adverse change shall have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of Nyah or Carlaw, financial or otherwise, between the date of signing the Amalgamation Agreement and the completion of the Proposed Transaction;

(v) satisfactory completion of due diligence by each of Carlaw and Nyah;

(vi) each of Messrs. Faught and Bharti shall each have entered into a consulting agreement with Carlaw concurrent with the closing of the Proposed Transaction; and

(vii) each of such parties as required by the TSXV shall have entered into an escrow agreement pursuant to which the Carlaw Common Shares issued to such individuals pursuant to the Proposed Transaction are subject to escrow.

ARM'S LENGTH QUALIFYING TRANSACTION

The Proposed Transaction is expected to constitute Carlaw's Qualifying Transaction pursuant to Policy 2.4 of the TSXV and is subject to compliance with all necessary regulatory approvals and certain other terms and conditions.

The Proposed Transaction will not constitute a Non-Arm's Length Qualifying Transaction for the purposes of the TSXV policies. Accordingly, the Proposed Transaction will not be subject to the approval of the shareholders of Carlaw and therefore no meeting of the shareholders of Carlaw is required as a condition to the completion of the Proposed Transaction.

The Proposed Transaction will be an arm's length transaction and, there are no conflicts of interest with respect to the Proposed Transaction of which Carlaw and Nyah are aware. Carlaw and Nyah note that officers and directors of Nyah hold, control or direct, directly or indirectly, an aggregate of 1,620,000 Carlaw Common Shares.

INSIDERS OF THE RESULTING ISSUER

Other than the proposed directors and officers of the Resulting Issuer referred to in this press release, and to the knowledge of the directors and officers of Carlaw or Nyah, no person will become an insider of the Resulting Issuer as a result or upon completion of the Proposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, satisfactory due diligence reviews, negotiation and execution of definitive transaction documentation, approval by both boards of directors, availability of prospectus and registration exemptions or obtaining exemptive relief, obtaining any necessary governmental and third party approvals and TSX Venture Exchange acceptance. There can be no assurance that the Proposed 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 Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Carlaw should be considered highly speculative.

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.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Neither Carlaw nor Nyah assume any obligations to update the forward-looking statements unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in filings by Carlaw with the Canadian securities regulators, which filings are available at www.sedar.com.

The Carlaw Common Shares will remain halted until such time as permission to resume trading has been obtained from the TSX Venture Exchange. Carlaw is a reporting issuer in Alberta, British Columbia and Ontario.

THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

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