Majescor Resources Inc.
TSX VENTURE : MJX

Majescor Resources Inc.

April 23, 2009 16:00 ET

Majescor to Acquire Interest in a Strategic Gold-Copper Property in Haiti

MONTREAL, QUEBEC--(Marketwire - April 23, 2009) - Majescor Resources Inc. ("Majescor" or the "Company") (TSX VENTURE:MJX) is pleased to report that it has signed an agreement (the "Agreement") with SIMACT Alliance Copper Gold Inc. ("SIMACT") and its principal shareholders (the "Principals") whereby the Company will acquire a 10% interest in SIMACT, as well an option to acquire the remaining 90% interest. SIMACT, through its 66.4%-owned Haitian affiliate mining company, Societe Miniere du Nord-Est S.A. ("SOMINE"), controls a property with both gold and copper potential, (the "SOMINE Property") located in the North-East mineral district of Haiti. The SOMINE Property lies within a highly prospective volcanic arc environment, host to numerous epithermal gold and porphyry copper occurrences in Haiti, as well as the World-Class Pueblo Viejo gold deposit in the adjacent Dominican Republic. The property holds the historical Blondin and Douvray copper-gold prospects; the historical Faille-B gold prospect; along with a number of recently-discovered copper-gold showings.

Marc-Andre Bernier, President and CEO of the Company states: "Majescor has an established, ten-year long tradition of exploring emerging mineral districts. The deal with SIMACT and its Principals offers a new and unique opportunity for the Company to participate in the evaluation and development of a key property located in the prospective Massif-du-Nord volcanic complex of north-east Haiti. We believe that the time is right to invest in Haiti and in projects with gold and copper potential. Gold has remained a steady commodity in this economic downturn while copper has just hit a 6-month high. Not only does the SOMINE Property contain three historical copper and gold occurrences, the mineral rights of which are secured under a mining convention with the State, but it is surrounded by ground recently acquired by Eurasian Minerals Inc. and partner Newmont Ventures Ltd. Majescor intends to fast-track the development of the SOMINE Property through further quantification of the three known prospects and the drill testing of new geological targets and ground showings."

SIMACT and SOMINE

SIMACT is a Montreal-based private company headed by a group of Canadian financiers and Haitian-American developers. The alliance aims to promote sustainable mineral development initiatives in Haiti by creating synergies between the Canadian financial and mining communities and the North American Haitian Diaspora.

SIMACT holds title to 66.4 % of all the issued and outstanding shares of SOMINE, a company incorporated under the laws of the Republic of Haiti. SOMINE in turn, has 100% title to the SOMINE Property. SOMINE's mineral rights and obligations have been assigned under a mining convention executed with the State of Haiti on May, 5, 2005 (the "Mining Convention"), which covers a 50 km2 Research Permit and is valid until March 9, 2010, and under a Prospecting Permit awarded in 2006. The Prospecting Permit, which encompasses four areas lying to the East, South and Southeast of the permit subject to the Mining Convention, expired in December 2008. SOMINE has requested the conversion of the Prospecting Permit into a Research Permit and has filed all technical and source documents in support of its application with the Haitian Bureau of Mines and Energy. The Research Permit is pending.

The Principals of SIMACT own approximately 80% of SIMACT's issued and outstanding common shares.

Terms of the Agreement

The terms of the Agreement with SIMACT and the Principals can be summarized as follows:

(i) Majescor will acquire from the shareholders of SIMACT 10% of all the issued and outstanding common shares of SIMACT, the whole in consideration of the issuance to all SIMACT shareholders, on a proportionate basis, of 2,000,000 treasury common shares of Majescor, This initial acquisition by Majescor is subject to, among other things: (1) a satisfactory technical and legal due diligence on SIMACT, SOMINE and the SOMINE Property, (2) all SIMACT shareholders accepting to be bound by the terms of the Agreement and (3), all legal and regulatory approvals.

(ii) Concurrently with the initial acquisition by Majescor, SIMACT and the Principals have agreed to grant Majescor an option ("the Option"), the whole in consideration of an option payment of $200,000 to SIMACT (of which a non-refundable payment of $25,000 has been paid by Majescor on the date of execution of the Agreement) and the carrying out by Majescor of $600,000 in exploration work and other related expenses on the SOMINE Property within 8 months following the execution of this Agreement, to purchase all the remaining SIMACT shares and other securities of SIMACT, if any, held by the current SIMACT shareholders, in consideration for the issuance of 10,000,000 treasury common shares of Majescor to be issued to all current SIMACT shareholders on a proportionate basis. This Option, which is also subject to complete and satisfactory due diligence, may be exercised by Majescor within 12 months from the date hereof. The Company is not obliged to exercise the Option, nor will it have any right to exercise the Option prior to incurring the required work expenses referred to above.

SIMACT is the operator of the SOMINE Property. The 2009 exploration program for the property, which has been approved by Majescor, calls for core drilling of one or more of the historical prospects, as well as of a number of the recently outlined geological targets and surface gold and copper showings. Majescor may pay to SIMACT any balance of the $600,000 in work expenditures not yet incurred in lieu of incurring such work expenditures. As the Option may constitute a Reverse Take Over within the meaning of the policies of the TSX Venture Exchange (the "Exchange"), the Company will need to obtain all required regulatory and shareholder approvals before exercising the Option.

(iii) Furthermore, in the event that within a period of two years following the exercise of the Option, a NI 43-101 technical report (the "Report") prepared by an independent and accredited reputable engineering or geological consulting firm determines indicated mineral resources on the SOMINE Property to be between 1,000,000 and 2,000,000 ounces of gold, or its equivalent in copper, Majescor shall, within 30 days of the report, issue an additional 3,000,000 common treasury shares to current SIMACT shareholders. In the event that the indicated mineral resources on the SOMINE Property are determined by the Report to be equal to or greater than 2,000,000 ounces of gold or its equivalent in copper, Majescor shall, within 30 days of the Report and in addition to the 3,000,000 common shares mentioned hereinabove, issue another 3,000,000 common treasury shares to current SIMACT shareholders. These additional issuances of common shares will also be subject to all required corporate and regulatory approvals.

The Agreement with SIMACT has been approved by all the directors of Majescor, with the exception of Andre Audet, Chairman of Majescor, who declared his interest as a shareholder and director of SIMACT and as such did not participate in the vote.

Regional Geology and Historical Prospects

The SOMINE Property area corresponds to a volcanic arc of Meso-Cenozoic Age that can be traced from Central Cuba through the Dominican Republic and forms part of the NW-trending Mountains of the Massif-du-Nord group. This group is composed mainly of volcanic tuffs and lavas from the volcanic belt, ranging in composition from felsic, through intermediate, to mafic and ultramafic rocks. The belt is composed of numerous lenticular bodies of lava and pyroclastic material of felsic composition, varying from dacite to rhyolite, embedded in a thick series of predominantly mafic volcanoclastic rocks, mainly andesite with lesser amounts of basalts, with numerous intercalations of diverse sedimentary rocks, like radiolarian cherts, carbonate rocks, and tuffs.

Copper and gold are the two main ore types in the area. Copper is usually found associated with the porphyritic facies, the microtonalitic apophyses, and the silicified zones, filling fissures and fractures, as well as disseminated. Within the quartz vein systems, the copper is contained in the chalcopyrite, while the gold appears both as native gold and as a very fine disseminated gold in the sulphide zone. It can also form spectacular concentrations on the oxidised cap. The native gold is usually found associated with chlorite, as well as in grains of pyrite and chalcopyrite. A second generation of gold is usually found associated to the quartz and the chlorite. The gold content is extremely variable.

The SOMINE Property holds the historical Blondin and Douvray copper-gold prospects; the historical Faille-B gold prospect, as well as a number of recently-outlined geochemical and geophysical targets and surface gold-base metal showings that have not yet been drill tested. The Blondin, Douvray and Faille-B prospects have been known since the 1970's and 1980's when they were investigated in some detail by foreign bilateral and multilateral agencies, in particular the United Nations Development Program ("UNDP"), the German Bundesanstalt fur Geowissenschaften und Rohstoffe ("BGR") and the French Bureau de Recherches Geologiques et Miniere ("BRGM"). A series of geochemical and geophysical surveys were carried out on the SOMINE Property. Drilling, trenching, mapping and soil sampling were also performed, as well as metallurgical studies. More recently (1995-2006), the three prospects were investigated by a consortium of Canadian junior mining companies.

The Douvray, Blondin and Faille-B prospects were reviewed by R. Valls of Valls Geoconsultant in 2004 as part of a NI 43-101 qualifying report written by on behalf of Ste-Genevieve Resources Ltd. (acquired by Ascendant Copper Corp., now Copper Mesa Mining Corp.). This report, entitled "Technical Report of the Geology and Mineral Resources of the Douvray - Blondin - Faille B Copper and Gold Prospects in Haiti" is available at www.SEDAR.com.

At Douvray, the German BGR completed a total of 38 diamond drill holes in 1980. An additional 22 holes were drilled at Douvray in the late 1990s. For Blondin, the bulk of the exploration work appears to have been carried out in the 1970's by the UNDP (8 drill holes totalling 1,500 m). Results from a number of grab samples collected by R. Valls returned values ranging from 1.19 to 8.14% Cu for Douvray and from 1.55 to 10.42% Cu for Blondin.

The Faille-B gold prospect was investigated under the UNDP's Revolving Fund for Natural Resources Exploration (1982-1987) with 31 holes drilled over a strike-length of 1.8 km. In the course of a trenching campaign carried out in 2007 by SIMACT on the East and West extensions of the Faille-B prospect, significant values were encountered locally, one vein averaging 42.7 g/t Au over 6 m, including values of 107.5 g/t Au over one meter, 61.4 g/t Au over one meter and 41.2 g/t Au over one meter (see Diagnos Inc press release, October 30, 2007). The Faille-B prospect coincides with a major NW-trending structural lineament which extends through to the Blondin copper prospect.

Field work carried-out by SIMACT elsewhere on the SOMINE property in 2007 focussed on new geological base metals targets. Five grab samples on one of the targets returned copper values of 7.46, 6.21, 9.51, 0.10 and 6.69% Cu respectively. The target represents an outcrop which is highly mineralised over some 20 meters in length and one meter thickness (see Diagnos Inc. press release dated February 29, 2008).

Majescor is a junior explorer focusing on emerging mineral districts. Majescor's project portfolio includes two uranium exploration projects in Quebec and one in the Baker Lake basin in Nunavut. The Quebec properties include Mistassini (100%-owned; under option to Strateco Resources Inc.) and Lac Laparre (100%-owned; under option to Santoy Resources Inc.). In Nunavut, the Company holds 100% mineral rights to the Baker Lake uranium property. In addition to uranium, Majescor owns 100% mineral rights to four gold and base metal properties in Madagascar (under option to Sunridge Gold Corp.), as well as 100% mineral rights to the Mirabelli gold and base metal property in Quebec.

This press release was approved by Jacques Letendre, P.Geo, Director of Majescor, acting as the "Qualified Person" for the Company under National Instrument 43-101.

To find out more about Majescor Resources Inc. (TSX VENTURE:MJX), please visit our website at www.majescor.com.

Forward-Looking Statements

This News Release may contain or refer to "forward-looking statements" which reflect Management's expectations regarding the Company's future growth, results of operations, performance and business prospects and opportunities. These statements reflect Management's current beliefs at the time of this news release and are based on information currently available to Management. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of Majescor Resources inc., are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Management's expectations are exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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