0373849 B.C. Ltd.

June 01, 2009 18:31 ET

Cross Lake Completes Restructuring Pursuant to Plan of Compromise and Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 1, 2009) - 0373849 B.C. Ltd. (formerly Cross Lake Minerals Ltd.) (the "Company") reports that it has completed the restructuring transactions provided for in the amended and restated plan of compromise and arrangement (the "Plan") filed by the Company on May 21, 2009 pursuant to the Companies' Creditors Arrangement Act ("CCAA") and the British Columbia Business Corporations Act. Pursuant to the Plan of Arrangement:

1. all of the claims of the Company's secured and unsecured creditors have been settled and released for payments by the Company totaling $1,238,000, other than claims relating to certain secured debt held by Procon, in the aggregate principal amount of approximately $6,250,000 and the debts and liabilities transferred to the Company's subsidiaries pursuant to the Plan;

2. Procon Mining and Tunnelling Ltd. ("Procon") has made a non-interest bearing loan of $1,650,000 to the Company (the "Loan");

3. the Company's interest in the Porcher Island joint venture and certain related assets, obligations and liabilities have been transferred to a wholly-owned subsidiary, 0847420 B.C. Ltd., in exchange for shares of that subsidiary and a 2% net profit royalty in respect of the Porcher Island property;

4. the Company's interest in the QR Mine and Mill and certain related assets, obligations and liabilities have been transferred to a second wholly-owned subsidiary, 0847423 B.C. Ltd., in exchange for shares of that subsidiary and a 2% net profit royalty in respect of the QR Mine and Mill;

5. the Company's other mineral properties and certain related assets, obligations and liabilities have been transferred to a third wholly-owned subsidiary, 0847427 B.C. Ltd., in exchange for shares of that subsidiary;

6. the Company has been released from any and all responsibility for the liabilities and obligations transferred to its subsidiaries pursuant to the Plan;

7. the authorized share capital of the Company has been increased by creating an unlimited number of non-voting shares and an unlimited number of preferred shares, issuable in series;

8. all outstanding stock options of the Company have been cancelled;

9. the Loan has been converted into 56,885,026 common shares of the Company and 695,135,018,831 non voting shares of the Company, such that Procon now holds 45% of the (voting) common shares of the Company and 100% of the non-voting shares of the Company, providing Procon with the ownership of 99.99% of the total equity of the Company;

10. PricewaterhouseCoopers LLP has been appointed as auditor of the Company;

11. the Company's name has changed to "0373849 B.C. Ltd."; and

12. the stay of proceedings imposed on the Company by order of the Court under the CCAA will be lifted on June 3, 2009 and the Company will no longer be subject to the CCAA.

In addition, the Company reports that Mr. Ed Yurkowski has been appointed as a director of the Company.

Additional information filed by the Company or the Monitor relating to the Plan of Arrangement is available on the Monitor's website at www.pwc.com/car-crosslake.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

This release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration and development activities and events or developments that the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see our public filings at www.sedar.com for further information.

12(g) No. 82-2636

Contact Information

  • 0373849 B.C. Ltd. (formerly Cross Lake Minerals Ltd.)
    Alan Boon
    President and CEO
    (604) 759-0876
    (604) 759-0870 (FAX)
    www.crosslakeminerals.com