Eagle Securities & Investments Limited

March 08, 2005 19:03 ET

Eagle Securities & Investments Limited files Early Warning Report Following Acquisition of Common Shares of Ventures Resource Corporation from Sea Shell Limited


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: EAGLE SECURITIES & INVESTMENTS LIMITED

MARCH 8, 2005 - 19:03 ET

Eagle Securities & Investments Limited files Early
Warning Report Following Acquisition of Common Shares
of Ventures Resource Corporation from Sea Shell Limited

TORTOLA, BRITISH VIRGIN ISLANDS--(CCNMatthews - March 8, 2005) - Eagle
Securities & Investments Limited ("Eagle") has entered into a share
purchase agreement dated March 4, 2005 with Sea Shell Limited ("Sea
Shell") pursuant to which Sea Shell has agreed to (a) sell to Eagle all
of its current shareholdings (9,099,937 common shares) in Ventures
Resource Corporation (TSX VENTURE:VRC) ("VRC") and (b) sell that number
of common shares of VRC to Eagle as would, when combined with the common
shares sold to Eagle under paragraph (a) above, represent 50% of the
issued and outstanding common shares of VRC, after giving effect to a
conversion of debt owing by VRC to Sea Shell. On March 4, 2005, VRC
entered into a debt settlement agreement with Sea Shell pursuant to
which VRC will, subject to receipt of all requisite approvals, issue up
to an aggregate of 28,245,902 common shares to Sea Shell at a deemed
price of Cdn$0.115 in settlement of promissory notes and other debt in
the aggregate amount of US$2,637,875.37. The conversion of debt is
expect to occur on or about April 5, 2005.

The share purchase transaction is expected to close on or about April 5,
2005 and is subject to a number of conditions, including receipt of any
necessary regulatory approval.

Eagle is acquiring the common shares of VRC for investment purposes and
in order to facilitate the proposed consolidation (the "Merger") between
VRC and Resource Holdings & Investments Inc. (the continuing company,
"MergeCo") that was announced on March 4, 2005.

Assuming the completion of the conversion of debt and the completion of
the transaction, Eagle will own 22,542,828 common shares of VRC,
representing 50% of the issued and outstanding common shares of VRC.
Upon the completion of the Merger, Eagle will beneficially own, directly
or indirectly, an aggregate of 441,075 shares of MergeCo representing
approximately 3.5% of the issued and outstanding shares of MergeCo.

Depending upon its evaluation of VRC or MergeCo's business prospects and
financial condition, the market for VRC or MergeCo's securities, general
economic conditions and other factors, Eagle may acquire additional
securities of VRC or MergeCo.

The registered address of Eagle is Geneva Place, 2nd Floor, 333
Waterfront Drive, Road Town, Tortola, British Virgin Islands.

In order to obtain a copy of the Early Warning Report, please contact:



Ivan T. Grbesic
Goodman and Carr LLP
200 King Street West
Suite 2300
Toronto, Ontario M5H 3W5

Tel:(416) 595-2419
Fax:(416) 595-0567
Email:igrbesic@goodmancarr.com



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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Goodman and Carr LLP
    Ivan T. Grbesic
    (416) 595-2419
    (416) 595-0567 (FAX)
    igrbesic@goodmancarr.com