Goldrush Resources Ltd.

Goldrush Resources Ltd.

January 04, 2006 09:30 ET

Goldrush Announces Strategic Partnership With High River Gold Mines Ltd. in Burkina Faso, West Africa

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Jan. 4, 2006) - Goldrush Resources Ltd. (TSX VENTURE:GOD) ("Goldrush" or the "Company") today announced that it has entered into a Strategic Alliance Agreement (the "Agreement") with High River Gold Mines Ltd. (TSX:HRG) ("High River") which will result in Goldrush obtaining from High River 21 exploration permits totaling approximately 4,690 square km in Burkina Faso, West Africa. The exploration permits are divided into three groups, with each group located in different regions of Burkina Faso.

The Taparko area permits are located in northeastern Burkina Faso, approximately 200 km northeast of Ouagadougou, the capital city of Burkina Faso. The Taparko ground consists of nine separate permits: Tougouri, Wole, Nomikdou, Doumissi, Karga, Taranga, Birgui-Nabingou, Bougou and Taparko South. These permits cover an area of approximately 2,186 square km; four of the permits are surrounding most of High River's Taparko Exploitation Permit where High River is developing the Taparko-Bouroum open pit gold mine and processing plant. Production at Taparko-Bouroum is to commence in late 2006 at a rate of 100,000 ounces of gold per year, increasing to over 140,000 ounces of gold per year in the third year of operation (Source: High River News Release dated November 10, 2005).

The Hounde group is located in southwestern Burkina Faso, approximately 280 km southwest of Ouagadougou and consists of seven exploration permits, of which six are contiguous: Tinkiro, Koro, Olongo, Tokora, Loropeni, and Bangbara; and the Massamo permit, which lies to the northwest of the Tinkiro permit. These permits cover an area of approximately 1,400 square km. The Massamo permit lies approximately 20 km southwest of the Bondigui ("Bondi") deposit of Orezone Resources Inc. ("Orezone") where Orezone has outlined an indicated resource of 162,964 ounces of gold grading 2.88 g/t (Source: Orezone News Release dated November 26, 2004). The other six Hounde group permits run contiguously from the southern border of Orezone's Poyo permit in the north to the northern border of the Kampti II permit of Goldcrest Resources Ltd. ("Goldcrest") in the south where Goldcrest has recently completed a Bulk Leach Extractable Gold (BLEG) Survey which outlined a prospective structural corridor 4 km wide by 22 km long, traversing the entire Kampti II permit (Source: Goldcrest News Release dated December 8, 2005).

The Kindo/Kaya group permits are located on the Boromo greenstone belt in north-central Burkina Faso, approximately 40 km north of Ouagadougou, and consist of five exploration permits covering an area of approximately 1,105 square km. The Tikare and Kongoussi I permits lie approximately 25 km southeast of Orezone's Sega Project and 6 km to the northwest of High River's Bissa Project where High River is currently conducting an extensive drilling programme with the objective of defining a large gold resource (See High River News Release dated December 14, 2005). The Mane, Noungou and Nahilli permits lie approximately 30 to 40 km southeast of the Bissa Project.

Prior acquisition and exploration expenditures by High River and Jilbey Gold Exploration Ltd. on the Taparko, Hounde, Kindo/Kaya group permits from 1997 to 2005 totaled C$3,302,277.

In exchange for receiving a 90% interest in the exploration permits (with the remaining 10% interest being retained by the Government of Burkina Faso) Goldrush will:

(1) issue to High River 4,800,000 common shares at a deemed value of C$0.20 per share (for a value of C$960,000) which will represent an approximate 19.9% interest in Goldrush after such issuance. Both parties have agreed that this number of shares shall be increased by 19.9% of the number of any common shares issued by Goldrush prior to the closing of the transaction; and

(2) issue to High River a non-interest bearing convertible debenture with a term of five (5) years after closing in the amount of C$2,342,277. Goldrush will have the right to redeem the debenture for cash or by the issuance of common shares at a deemed value of C$1.00 per common share anytime during the term of the debenture.

The Agreement is conditional upon regulatory approval and board approval of both companies. Upon completion of the transaction, High River will have the right to nominate one director to Goldrush's Board of Directors.

Goldrush will contract part of High River's exploration team at cost to operate the exploration programmes on the permits, using High River's existing resources and infrastructure and subject to Goldrush's approval of all exploration programmes. The Agreement provides Goldrush with access to the future processing plant at Taparko-Bouroum for up to 500,000 tonnes per annum once the planned mill has been expanded beyond its current 1,000,000 tonne per year design capacity. High River will have a one time right, in the event a deposit is discovered on Goldrush's ground, to purchase a 50% interest in each property at a cost of 1.5 times Goldrush's actual out-of-pocket costs to date on that property. If the 50% interest is purchased, a joint venture will be formed and High River will be the operator during the mine development and production stage.

The Agreement also provides for High River to be given a one time right to purchase a 50% interest with operatorship rights in any new property acquired by Goldrush in Burkina Faso at a cost of 2 times Goldrush's actual out-of-pocket costs to date on that property.

High River will have 60 days from the date of a positive feasibility study on each property to exercise their back-in right, after which time the right shall expire.

The Agreement gives Goldrush a further right to acquire, at High River's discretion, any new exploration property identified by High River in Burkina Faso.

The Agreement positions Goldrush for accelerated growth with a highly regarded strategic partner. High River's stated strategy is to directly focus on advanced projects and to maintain exposure to potential discoveries, on prospective properties within trucking distance of its existing and future processing facilities, through preferred status agreements with well-managed exploration companies.

Access to High River's Taparko-Bouroum mill will permit Goldrush to place satellite discoveries into production without the capital costs associated with the construction of stand-alone milling facilities.

Exploration programmes on the permits are currently being planned with a preliminary 2006 exploration budget of approximately US$2.2 million. Exploration work is scheduled to commence early in 2006. High River may advance exploration funding to Goldrush while Goldrush arranges financing for the exploration programme. In addition, High River has agreed to consider subscribing for a minimum of 10% and a maximum of 19.9% of any future financings.

Subject to regulatory approval, the Company will pay a finder's fee of 250,000 shares to an arm's length party at a deemed price of C$0.20 per share.


Len Brownlie - President

FORWARD-LOOKING STATEMENTS: This news release contains certain "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. Except for statements of historical fact relating to the company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

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