Rolling Rock Resources Corporation
TSX VENTURE : RLL

Rolling Rock Resources Corporation

March 20, 2006 15:48 ET

Rolling Rock Resources Corporation Monument Bay Property

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - March 20, 2006) - Rolling Rock Resources Corporation (the "Company") (TSX VENTURE:RLL) announces that its planned acquisition of the Monument Bay Property (the "Acquisition") announced on March 15, 2006 will constitute a reverse take-over ("RTO") pursuant to the policies of the TSX Venture Exchange (the "Exchange").

The Company entered into letters of intent with Bema Gold Corporation ("Bema"), a Canadian Corporation, dated March 13, 2006 and with Wolfden Resources Inc. ("Wolfden"), an Ontario Corporation, dated March 14, 2006 to acquire, in total a 100% interest in the Monument Bay Property (the "Project").

Under the terms of the letter of intent with Bema, the Company will purchase Bema's 70% interest in the Project in consideration for the issuance of 8,000,000 common shares in the capital of the Company ("Shares") upon closing, representing approximately 33.7% of then issued and outstanding Shares. The Company will issue to Bema a further 4,000,000 Shares upon completion of a feasibility study and 3,000,000 Shares upon the commencement of commercial production. The Company will also grant a 1.5% net smelters return royalty to Bema. In the event that commercial production commences on the Project, Bema will have been issued a total of 15,000,000 Shares. Prior to completion of the Acquisition Bema is not a Non Arm's Length to the Company.

Under the terms of the letter of intent with Wolfden, the Company will purchase Wolfden's 30% interest in the Project in consideration for the issuance of 4,000,000 Shares upon closing, representing approximately 16.9% of then issued and outstanding Shares. The Company will issue to Wolfden a further 1,500,000 Shares upon completion of a feasibility study and 500,000 Shares upon the commencement of commercial production. In the event that commercial production commences on the Project, Wolfden will have been issued a total of 6,000,000 Shares. Prior to completion of the Acquisition Wolfden is not a Non Arm's Length to the Company.

The acquisition of the Project is subject to the approval of the Exchange, the shareholders of the Company and a satisfactory review of the Project by the Company.

The Company expects to undertake a private placement to finance its exploration of the Project, however, the terms of such financing or an exploration budget have yet to be determined.

The Project is located in northeastern Manitoba, on the border with Ontario, approximately 350 kilometres north of Red Lake, Ontario, 570 kilometres northeast of Winnipeg and 340 kilometres southeast of Thompson Manitoba. The Project consists of 35 contiguous claims totaling 6,692 hectares. The Project is approximately 25 kilometres long by 15 kilometres wide and hosts high-grade gold mineralization within the Stull Lake greenstone belt, similar to the Red Lake district in northern Ontario.The area forms part of the Gods Lake Domain or Sub-Province of the Archean superior province and, within this, the general area of the Project is an extension of the Sachigo Lake sub-province in northwest Ontario. This elongated greenstone belt extends eastwards from Bear Lake through Gods Lake, Stull Lake to as far east as Big Trout Lake in Ontario and has a broadly west-northwest trend with local variations.

Gold mineralization occurs within the Twin Lakes Deformation, a 26 kilometre long east-west shear zone that extends through the east central part of the greenstone belt.

Recent exploration activities on the Project include 23 drill holes completed by Wolfden totaling 5,000 metres during 1999 and 2000, which extended the known mineralization within the Twin Lakes zone. During 2002, 2003 and 2004, Bema continued work on the Project with a total of 49,175.8 metres of diamond drilling which helped define the strike and plunge of the Twin Lake zone. During 2005, a total of 40 diamond drill holes totaling 9,509.6 meters were completed to refine the known mineralized zones.

The Company has retained an independent consulting firm to prepare a National Instrument 43-101 compliant technical report on the Project.

It is contemplated that the current directors and officers of the Company will continue in their positions with the Company after completion of the Acquisition. The Board of Directors of the Company after completion of the Acquisition is expected to consist of Scott Angus, Dwane Brosseau, Kevin Bullock, Murray G. MacKenzie and Ian D. MacLean. In addition, Bema and Wolfden have been granted the right to appoint one nominee each for appointment to the board of directors of the Company. Scott Angus is the President and Chief Executive Officer of the Company and Doris Meyer is Chief Financial Officer and Corporate Secretary.

Completion of the Acquisition is subject to a number of conditions including but not limited to Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, 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 securities of Rolling Rock Resources Corporation should be considered highly speculative.

The 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.


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

Contact Information

  • Rolling Rock Resources Corporation
    Scott Angus
    (604) 488-1456
    (604) 535-6353 (FAX)