Patricia Mining Corp.
TSX VENTURE : PAT

Patricia Mining Corp.

March 14, 2007 10:11 ET

Patricia Mining Corp. Announces the Signing of a Letter of Intent for an All Cash Take Over Bid at $1.10 Per Share

TORONTO, ONTARIO and PARIS, FRANCE--(CCNMatthews - March 14, 2007) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Patricia Mining Corp. ("PAT") (TSX VENTURE:PAT) and EURO Resources S.A. ("EURO") (TSX:EUR)(Euronext of the Bourse de Paris:EUR) announced today that they have entered into a letter agreement whereby PAT has granted to EURO an exclusivity period in which to complete due diligence in respect of a proposed business combination of the two companies. PAT has also agreed not to solicit other proposals, subject to the exercise by PAT's board of directors of its fiduciary duties.

PAT agreed to grant such exclusivity period upon having received an expression of interest from EURO in the form of a non-binding and conditional proposal for the acquisition of all of the outstanding common shares of PAT for a cash price of C$1.10 per share (including shares issued or issuable upon the exercise of PAT warrants and stock options) and all of the out-of-the-money stock options and warrants on the basis of C$0.01 per common share issuable there under.

PAT has agreed not to solicit proposals relating to any acquisition of its common shares or similar transactions from other persons or entities until after May 11, 2007. The letter agreement provides that the board of PAT may respond to an unsolicited proposal from another party where it has a fiduciary duty to do so, and that PAT will provide EURO with the particulars of any such proposal. If the board of PAT determines that any such unsolicited proposal is financially superior, EURO will have the right, but not the obligation, to match any such unsolicited proposal. If EURO declines to match such proposal, or if the directors of PAT determine that any amended proposal from EURO is not financially equivalent or superior to the unsolicited proposal, PAT has agreed that a break fee to EURO of C$1.5 million is immediately payable.

It is intended that the proposed transaction will be in the form of a formal take-over bid by a wholly-owned subsidiary of EURO, unless an alternative form of transaction is deemed advisable. The proposal is conditional, among other things, upon satisfactory due diligence and the negotiation of transaction documents. The proposal is also conditional on the parties entering into a support agreement to include among others the following terms and conditions: the unanimous favourable recommendation of the board of PAT; a break fee provision in the amount of C$1.5 million; the directors of PAT entering into lock-up agreements; no material adverse change; and notification by PAT to EURO of the receipt of alternative proposals from third parties and the right of EURO to match any such proposal. The completion of the take over bid would be conditional on a minimum tender of 66 2/3% of PAT's common shares on a fully-diluted basis.

The proposed transaction is also conditional on all regulatory approvals and on EURO obtaining the necessary funds to complete the transaction by the issuance of additional equity and from a third party lender. As required by section 96 of the Securities Act (Ontario) and Ontario Securities Commission Rule 62-503, EURO may not commence the proposed take over bid transaction until necessary financing is available. EURO has agreed with PAT that it will exercise commercially reasonable efforts to obtain such financing on a timely basis.

No definitive agreements have been reached, other than the exclusivity letter agreement. There can be no assurances that any transaction will result, or as to the terms thereof.

About PAT

Patricia Mining Corp. (TSX VENTURE:PAT) is a Canadian exploration and development company and is one of Canada's newest gold producers. Patricia's main asset is a 45% interest in the Island Gold Project. The Island Gold Project is a joint venture between Patricia Mining Corp. 45% and Richmont Mines Inc. 55%. More information on Patricia Mining Corp can be found on its website at: www.patriciamining.com.

About EURO

EURO is a French company, presently focused on acquiring and holding mineral royalties on operating gold mines. Additionally, EURO continues to hold certain exploration and development mineral rights, principally gold, in French Guiana, which are the subject of joint venture arrangements. EURO has approximately 50.5 million shares outstanding.

The securities referred to herein have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States or to a US person absent registration or an applicable exemption from registration.

Additional information relating to EURO Resources S.A. and Patricia Mining Corp. is available on SEDAR at www.sedar.com.

Address: 8 King Street East, Suite 1300, Toronto, Ontario, Canada, M5C 1B5

Symbol & Exchange: PAT - TSX Venture Exchange (TSX-V)

This release was prepared by management of the Company who takes full responsibility for its contents.

Some statements contained in this release are forward-looking and, therefore, involve uncertainties or risks that could cause actual results to differ materially. Such forward-looking statements including those relating to forecast gold production at the Island Gold Mine and those relating to the possible acquisition of PAT by EURO. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially. There can be no assurance that future developments affecting either EURO or PAT will be those anticipated by their respective management.

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

Contact Information

  • Patricia Mining Corp.
    Christopher R Chadder, C.A.
    President & CEO
    (416) 214-4900
    (416) 864-0620 (FAX)
    or
    Patricia Mining Corp.
    Richard H. Sutcliffe, Ph.D, P. Geo.
    Chairman
    (416) 214-4900
    (416) 864-0620 (FAX)
    Email: info@patriciamining.com
    Website: www.patriciamining.com
    or
    Patricia Mining Corp.
    Mr. Gus Garisto
    Investor Relations
    (416) 805-3106 (cell)