Kings Minerals NL

Kings Minerals NL
Andaurex Industries Inc.

August 22, 2006 09:00 ET

Kings Minerals NL and Andaurex Industries Sign Business Combination Agreement

OTTAWA, ONTARIO--(CCNMatthews - Aug. 22, 2006) - Further to a news release dated July 13, 2006 announcing a proposed Reverse Takeover ("RTO") transaction between Andaurex Industries Inc. (TSX VENTURE:AWX) and Kings Minerals NL (ASX:KMN) (, due diligence by both parties has been completed and a definitive business combination agreement has been signed. A copy of the business combination agreement has been filed on SEDAR and is available for viewing under the Andaurex profile at The proposed transaction remains subject to the receipt of all required shareholder and regulatory approvals.

Under the terms of the RTO, Kings will transfer all of the shares of its indirect wholly-owned subsidiary, Kings-San Anton S.A. de C.V., to Andaurex in exchange for 75 million Andaurex common shares and 10 million Andaurex common share purchase warrants. The Andaurex common shares will be issued for a deemed price of $75 million ($1.00 per share), and a nominal deemed price has been allocated to the Andaurex common share purchase warrants. Each warrant shall be exercisable for one Andaurex common share for a period of five years from issue, at an exercise price of $1.00, subject to standard anti-dilution provisions. Andaurex currently has 7,060,808 common shares issued and outstanding, and no shares subject to issuance.

As a result of the RTO, Andaurex will acquire a 51% interest in the San Anton Property in Mexico through Kings-San Anton S.A. de C.V., with the balance of 49% being owned by a wholly-owned subsidiary of Goldcorp Inc. (TSX:G, NYSE:GG). The Cerro del Gallo deposit on the Property currently hosts a NI 43-101 compliant resource estimate consisting of measured and indicated resources of 225 million tonnes grading 0.35g/t Au, 13g/t Ag and 0.10% Cu (0.81g/t AuEq) and inferred resources of 229 million tonnes grading 0.30g/t Au, 11g/t Ag and 0.10% Cu (0.71g/t AuEq), both based on a 0.30g/t AuEq cut-off grade. The Cerro del Gallo deposit is not closed off laterally or at depth, and possible zinc, lead, bismuth and molybdenum credits remain to be evaluated. Exploration and delineation drilling with two rigs (RC and DDH) is underway seven days a week. Three other large areas of porphyritic alteration on the Property, and multiple skarn and epithermal vein targets, including historical high grade drill intercepts in the vicinity of the former Dolores Mine, remain to be investigated.

Measured, indicated and inferred mineral resources were calculated in compliance with the JORC Code by Mr. Robert Stewart of Golder Associates Pty. Ltd., consulting geologists and engineers, of Brisbane, Australia. Mr. Stewart is a Member of the Australian Institute of Geoscientists and has sufficient experience in the estimation of gold-silver-copper resources to qualify as a Competent Person as defined by the 2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. In connection with the RTO and in compliance with NI 43-101, Golder Associates have been engaged to prepare a NI 43-101 compliant technical report, which will be released and filed on SEDAR within 45 days of this press release. Mr. Stewart will be the Qualified Person, as defined in NI 43-101, who will prepare or supervise the preparation of the technical report. Mr. Stewart is independent of Andaurex and Kings Minerals and its subsidiaries. Mr. Stewart is the Qualified Person responsible for all technical data reported in this news release.

Discussions are underway regarding completion of a financing for gross proceeds of up to $15 million in conjunction with the RTO. In addition, a management information circular and related materials are being prepared for a special meeting of Andaurex shareholders to be held upon receipt of regulatory approval. Investors are cautioned that, except as disclosed in the management information circular, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the shares of Andaurex has been halted and it is anticipated that trading will not resume until such time as the RTO has been approved by shareholders at the special meeting.

The securities of Kings and Andaurex, have not been and, after the closing of the proposed transaction, including the securities of San Anton Resource Corporation., will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States or to any U.S. person (as defined in Regulation S under the Securities Act of 1933) absent registration or an exemption from registration.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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