Kilgore Minerals Ltd.

Kilgore Minerals Ltd.

June 07, 2007 09:00 ET

Kilgore Signs Arrangement Agreement With Bayswater

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 7, 2007) - Kilgore Minerals Ltd. (TSX VENTURE:KAU) reports that it has signed a comprehensive agreement with Bayswater Uranium Corp. ("Bayswater") (TSX VENTURE:BAY) concerning a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

To acknowledge a revision to the valuation of Kilgore resulting from a fuller understanding of Kilgore's properties achieved during the due diligence review conducted by Bayswater, the parties have agreed to a share split of the issued and outstanding securities of Kilgore on the basis of 1 old Kilgore share for 1.25 new Kilgore shares. The share split will be effected immediately prior to the completion of the merger transaction.

In order to make the transaction more efficient from a taxation perspective, the arrangement has been structured such that Bayswater will amalgamate with a new wholly owned subsidiary of Kilgore, and all of the securityholders of Bayswater will exchange their Bayswater securities for post-share split securities of Kilgore on the basis of one post share split common share or convertible security of Kilgore for each one share or convertible security of Bayswater held. Bayswater shareholders will control approximately 76% of the issued and outstanding securities of the new Bayswater.

The companies anticipate that the Arrangement will be completed in late July following receipt of shareholder approval at the special meetings of shareholders of each company scheduled for July 16, 2007 and approval of the Arrangement by the British Columbia Supreme Court and the TSX Venture Exchange. A joint information circular will be mailed to shareholders in the third week of June.

Management of Kilgore and Bayswater believe that the combined entities will form a well-positioned small-cap uranium explorer with the following assets and attributes:

1. a dominant landholder in the three most important uranium exploration and development areas in Canada-the world's leading uranium producer-located in the Central Mineral Belt, Labrador; Thelon Basin, NWT/NU; and the Athabasca Basin, Saskatchewan; along with applications for a large land position in Niger, West Africa-one of the world's leading uranium producing countries;

2. an important landholder with substantial historical uranium resources, non compliant with NI 43-101 standards, with potential for additional resources along the north rim of the Powder River Basin in Wyoming and Montana-host to several mined and undeveloped uranium roll-front type uranium deposits;

3. the holder of two unconsolidated channel deposits with historical uranium resources, non compliant with NI 43-101 standards, in Nevada and California with potential for discovery of additional resources;

4. able to undertake the steps necessary to effect potential near term production from some of the uranium assets; and

5. better able to create, develop and deliver value for shareholders in view of the strengthened uranium asset base through the combined experience and ability of the management team; and

6. attractive to institutional investors by providing greater share liquidity, a larger market capitalization, and a large, highly prospective, diverse property base.

The plan of arrangement provides that Kilgore will change its name to 'Bayswater Uranium Corporation', and all of its existing directors and management will resign in favour of directors and management of Bayswater.


Norman Burmeister, President & CEO


Kilgore Minerals is engaged in the acquisition, exploration and development of natural resource properties. The company holds interests in 22 uranium properties and three gold properties, all of which are located in the United States. For further information please visit our website at

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.

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