Teras Resources Inc.

Teras Resources Inc.

Prize Mining Corporation

Prize Mining Corporation

June 26, 2008 16:00 ET

Prize Mining Corporation, Teras Resources Inc. and Boxxer Gold Corp. to Complete Business Combination

CALGARY, ALBERTA--(Marketwire - June 26, 2008) - PRIZE MINING CORPORATION ("Prize") (TSX VENTURE:PRZ), TERAS RESOURCES INC. ("Teras") (TSX VENTURE:TRA) and BOXXER GOLD CORP. ("Boxxer") (TSX VENTURE:BXX) are pleased to announce the execution of a letter of intent for a proposed arm's length business combination of the parties (the "Proposed Transaction"). The structure of the Proposed Transaction is currently contemplated as an amalgamation of a wholly owned subsidiary of Prize with Teras and Boxxer. The LOI contemplates that upon completion of the Proposed Transaction each Teras shareholder will receive 1.047233386 shares of Prize in exchange for each Teras share and each Boxxer shareholder will receive 0.524195736 shares of Prize in exchange for each Boxxer share. The share exchange ratios for Teras and Boxxer were determined based on the adjusted market capitalizations of all three companies. All Teras and Boxxer convertible securities will be adjusted in accordance with terms and conditions of the dilution provisions of those securities and the above exchange ratios. The outstanding Prize shares and Prize convertible securities will remain unaffected by the Proposed Transaction.

The rationale for the Proposed Transaction is to provide:

1) A stronger asset base of gold and copper projects located in North America,

2) A stronger management team and board of directors,

3) Advanced stage gold projects with near term development potential and considerable exploration potential to locate additional gold mineralization, and

4) An inventory of eight copper and gold exploration projects with established exploration models.

About Prize Mining

Prize Mining Corporation is a Tier 1 Company listed on the TSX Venture Exchange ("TSX Venture"). Prize has recently resumed processing its 10,000 tonne bulk sample extracted from the Yellowjacket zone of gold mineralization on its Atlin Gold Project located near Atlin, British Columbia. Prize also has a Nickel-Copper-Palladium and Platinum project located in the Muskox Layered ultramafic Intrusion located in the Northwest Territories of Canada and three gold, copper and molybdenum exploration projects located in British Columbia and the Yukon Territory.

About Teras Resources

Teras Resources Inc., is a Canadian junior resource company exploring its two Montana, projects: the Golden Jubilee in the Cable Mountain Mining District in Granite County and a patented property known as the Watseca which covers a portion of the Rabbit Mining District in Madison County. Teras also holds three exploration stage properties in Nevada. The properties are known as the Tuco and Tombstone in Mineral County and Spanish Canyon located in the Grantsville mining district of Nye County.

About Boxxer Gold

Boxxer Gold Corp. is a Canadian junior resource company involved in the exploration of copper-gold porphyry and Iron-Oxide-Copper-Gold projects in the state of Nevada, and a shear hosted gold project located 110 kilometres north of Yellowknife NWT, Canada. The Boss property is located in the Goodsprings Mining District where 13 large zones of skarn/porphyry related copper-gold + platinum group metals and silver mineralization have been located to date. The Boyer Ranch Project is located in the Table Mountain Mining District in Churchill County, Nevada and has two zones (the Upper and Lower) of high-grade copper mineralization in what is interpreted to be a hematitic leach cap underlain by a supergene copper enrichment blanket.

Definitive Agreement and Conditions

The parties will enter into a definitive agreement in relation to the Proposed Transaction which will contain a number of conditions to completing the Proposed Transaction including receipt of applicable approvals of all of the boards and shareholders of the parties as well as the acceptance of the Proposed Transaction by the TSX Venture, satisfactory due diligence by each of the parties and there being no material adverse change in the business, results of operations, assets, liabilities, financial conditions or affairs of any of the parties from the date of the letter of intent through to the completion of the Proposed Transaction. The parties anticipate entering into the definitive agreement not later than July 30, 2008.

Subject to and following the closing of the Proposed Transaction, the directors and officers of Prize are expected to be the following individuals.

Elmer B. Stewart, President, Chief Executive Officer and Director

Mr. Stewart, MSc., P. Geol, is currently the President and Chief Executive Officer and co-founder of Boxxer and has over 33 years in domestic and international mineral exploration and gold production experience. Mr. Stewart is currently a director of Cadillac Exploration Inc, Alhambra Resources Ltd., Dot Resources Ltd. and Chairman of the Board of Copper Fox Metals Inc., all listed on the TSX Venture. During his career, Mr. Stewart has been involved with the development and production from two underground and three heap-leach gold mines, and has considerable experience in the exploration for uranium, gold, copper and base metal deposits.

Gerald Roe, Director and Chairman of the Board

Mr. Roe is a professional engineer, and has had 35 years of international and domestic experience in the oil and gas industry. Most recently Mr. Roe held the title of COO for Oilexco Inc., a public oil and gas company trading on the TSX Venture and London Stock Exchange. Mr. Roe was directly responsible for the day to day operations in bringing Oilexco's oil production onstream in the North Sea. Prior to this, Mr. Roe held senior management and director positions with companies involved with various resource projects in Bolivia, Kazakhstan, and Russia, as well as various oil and gas related companies involved in oil and gas production in western Canada. Mr. Roe also served as a director of Eurasia Gold Corp. a gold exploration and production company listed on the TSX Venture from 1997 to 2006.

A. J. H. (Harry) McGucken, Director

A.J.H. (Harry) McGucken is currently the President, Chief Executive Officer and a Director of Prize. Mr. McGucken has more than 25 years of financial and managerial experience. Since 1985, Mr. McGucken has been involved at both the director and senior level management of a number of mineral exploration and development companies, in both the private and public sector. He has also been involved in private companies providing mineral exploration services to other companies. At present he is also a director of Mexican Silver Mines Ltd. (TSX-V: MSM), a silver focused junior resource company developing three former silver producing properties in north-eastern Mexico, and a director of Philippines Metals Corp., a private junior resource company focused on mineral properties in the Philippines.

Peter Leger, Director

Mr. Leger is the President, Chief Executive Officer and a director of Teras. Mr. Leger is also a director and Vice President of Radar Acquisitions Corp., a junior mining exploration and alternative fuel company listed on the TSX Venture (RAC-V) from March 2003 to present. Mr. Leger was a founder and director of Tiex Inc., a junior mining exploration company listed on the TSX Venture (TIX-V) from Feb 2005 to May 2007. Mr. Leger majored in computer science and been successful in many different fields of business including insurance, real estate, restaurants, computer business (designing, building, programming, software development, servicing and implementation), land developing and a unique gold mining process. Mr. Leger was the founder and past President of Print Audit Inc., a software development company with world wide sales and recognition.

Brian Farrell, Director

Brian Farrell is a chartered accountant with 25 years of experience and a partner in the firm of Meyers Norris Penny, LLP out of Edmonton, Alberta. Mr. Farrell's practice consists of taxation, accounting and financial advice to high net worth individuals.

Wayne Savigny, Director

Dr. Savigny is the Vice President of BGC Engineering Inc. and a founding principal of the company. He has a B.Sc. in Geological Engineering from Queen's University and a Ph.D. in Civil Engineering from the University of Alberta. His Professional career, which spans almost 35 years, is predominantly consulting work with emphasis on mining and pipeline projects in western and Arctic Canada and South America. He is an Adjunct Professor in the Department of Earth and Ocean Sciences at the University of British Columbia and a former faculty member in the same Department.

Dennis LaPoint, Director

Dr. LaPoint has over 30 years experience in mining exploration. Dr. LaPoint has worked for a variety of companies including Texasgulf, Cominco and Cambior Inc. (IAMgold). Dr. LaPoint is President and owner of Appalachian Resources, LLC where he provides project management and geologic services to the mineral industry and investors. Dr. LaPoint graduated from the University of Iowa in 1968 with a degree in geology. Dr. LaPoint continued his education earning a Masters of Science Degree from the University of Montana in 1971 and a PhD in geology in 1979 from the University of Colorado. Dr. LaPoint is a member of a number of professional organizations and is a registered Geologist in North Carolina, South Carolina and Tennessee. He was appointed by the Governor of North Carolina to the Licensing Board for Geologists. He is Past President of the Carolina Geological Society and has been active in the Society of Exploration Geologists and Society of Mining Engineers. He is an Adjunct Professor at the University of North Carolina and previously at Elon University.

Brian Harder, Chief Financial Officer

Mr. Harder is a Chartered Accountant and has been involved in the oil and gas industry, and mineral industry for 27 years. Mr. Harder has been the Vice-President Finance and CFO of Boxxer since 2001. Prior to, and concurrent with this, Mr. Harder held the title of corporate controller for various oil and gas companies including, Forte Resources Inc and Cypress Energy Inc. From 1990 to 2000 he held the title of Vice-President Finance and CFO for Eurasia Gold Corp., during which time he was part of senior management which put two heap leach gold mines into production in Kazakhstan.

Feisal Somji, Vice President Corporate Finance

Mr. Feisal Somji has a B.Sc. from the University of British Columbia and an MBA from Queens University. Mr. Somji has served as Director of Prize Mining Corporation (TSX-V) from February 26, 2003 to present and as President and CEO of Prize Mining Corporation from March 16, 2005 to November, 2005 and Chairman since November, 2005 to present. Mr. Somji has served as President, CEO and Director of Mexican Silver Mines Ltd. (TSX-V) from April 2004 to present. Mr. Somji has also served as President, CEO and Director of Philippines Metals Corp. from 2007 to present. Mr. Somji served as a President and Director of Sola Resource Corp. (TSX-V) from June 1999 to March, 2005, Director and President of New Meridian Mining Corp. (NEX) from August 2000 to March 24, 2006 and as Director and CFO of Diamond Hawk Mining Corp. (TSX-V) from December 2004 to April 2005. In addition, he serves as a director of Savannah Diamonds Ltd., a private diamond exploration company.

Linda Dandy, P. Geol., is the qualified person as defined under National Instrument 43-101 who has reviewed and verified the scientific and technical information contained in this press release in respect of Prize and its properties.

Elmer B. Stewart, MSc., P. Geol., President and Chief Executive Officer of Boxxer, is the qualified person as defined under National Instrument 43-101 who has reviewed and verified the scientific and technical information contained in this press release in respect of Boxxer and its properties.

Dennis LaPoint, B.Sc., MSc., PhD., P. Geol., is the qualified person as defined under National Instrument 43-101 who has reviewed and verified the scientific and technical information contained in this press release in respect of Teras and its properties.

Financial information and other information in respect of Prize, Teras and Boxxer can be found on www.sedar.ca. Further information in respect of the technical mining information for Prize, Teras and Boxxer will be issued at a later date.

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning completion of the Proposed Transaction. The forward-looking statements and information are based on certain key expectations and assumptions made by Prize, Teras and Boxxer. Although Prize, Teras and Boxxer believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Prize, Teras and Boxxer can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. There are risks also inherent in the nature of the Proposed Transaction, including agreement on a definitive agreement, incorrect assessment of the value of the respective properties of each of Prize, Teras and Boxxer, and failure to obtain the required security holder, regulatory and other third party approvals. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this press release are made as of the date hereof and Prize, Teras and Boxxer undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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

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