Cortez Gold Corp.
TSX VENTURE : CUT.P

Cortez Gold Corp.

August 10, 2009 10:00 ET

Cortez Resources Enters Into Definitive Agreement With Seabridge Gold Inc. for Acquisition of Mineral Properties in Nevada

Acquisition Will Constitute Cortez's Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 10, 2009) - Cortez Resources Corp. (TSX VENTURE:CUT.P) ("Cortez") has entered into a definitive agreement asset purchase agreement dated July 31, 2009 (the "Definitive Agreement") with Seabridge Gold Inc. ("Seabridge") in respect of its previously announced (see News Releases dated July 9, 2009 and March 26, 2009) proposed purchase of various mineral claims in Nevada (the "Acquisition") held by Seabridge's wholly-owned subsidiaries.

Pursuant to the terms of the Definitive Agreement, Cortez will acquire interests in Seabridge's mineral properties comprised of 2,174 claims located in various counties in Nevada, including Churchill, Elko, Esmeralda, Humboldt and Nye, and includes Seabridge's Castle-Black Rock Property (the "Properties"). Details of the Acquisition are set out in Cortez's July 9 and March 26, 2009 news releases.

The terms of the Acquisition have been further revised since the July 9, 2009 news release. Pursuant to the revised terms, the US$409,925 payment has been placed in trust and will be released to Seabridge upon receipt of the approval of the TSX Venture Exchange (the "Exchange"). This sum represents an advance of lease and claims maintenance fees in respect of the Properties subject of the Acquisition, that are due prior to September 30, 2009. The funds will reimburse Seabridge for maintaining the claims prior to closing. Funds advanced for maintenance fees that are not used prior to the closing will be returned to Cortez.

Cortez is a capital pool company and the Acquisition will constitute its Qualifying Transaction (as such term is defined in the policies of the Exchange). The Acquisition is an arm's length transaction and upon completion of the Proposed Acquisition, Cortez expects to be a Tier 2 Mineral Exploration Issuer. No Non-Arm's Length Party (as defined in the policies of the Exchange) to Cortez has any direct or indirect beneficial interest in the Properties or the shares of Seabridge.

Description of Significant Conditions to Closing

Pursuant to Section 2.1 of Exchange policies, as the proposed Qualifying Transaction is not a Non Arms Length Qualifying Transaction, the Company will not be required to obtain shareholder approval of the Qualifying Transaction but will be submitting a Filing Statement for Exchange acceptance. Sponsorship for this Qualifying Transaction is not required under the policies of the Exchange.

The remaining conditions to closing the Acquisition include approval of the Acquisition as a Qualifying Transaction by the Exchange. In order to meet the requirements of the Exchange, Cortez will need to complete a significant financing in order to have sufficient funds to complete the Acquisition, complete the estimated first year work program on the Castle-Black Rock Property, maintain all of the Properties in good standing, and meet its first year general and administrative requirements. 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 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.

ON BEHALF OF THE BOARD of Cortez Resources Corp.

Robert Eadie, President & Chief Executive Officer

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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