Tova Ventures Inc.

June 23, 2008 09:44 ET

Tova Ventures Inc. Announces Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - June 23, 2008) - Tova Ventures Inc. ("Tova") (TSX VENTURE:TOV.P) is pleased to announce that it has entered into an agreement dated June 17, 2008, with BSC Resources Limited ("BSC"), a company incorporated in South Africa, pursuant to which Tova shall acquire the core mineral property assets (the "Assets") of BSC (the "Proposed Transaction").

About the Transaction

Pursuant to the Proposed Transaction, the common shares in the capital of Tova will be consolidated on a 4:1 basis (the "Consolidation"). As consideration for the Assets, to be held within a private South African subsidiary (the "BSC Subsidiary") of BSC, Tova will issue such number of post Consolidation common shares (the "Payment Shares"), at a deemed price of $0.89 per Payment Share as shall result in the current Tova Shareholders holding approximately 5.8% and BSC Shareholders holding 94.2% of the issued and outstanding capital of the Resulting Issuer. An aggregate of approximately 32 million Payment Shares will be issued to the shareholders of BSC pro rata in accordance with their holdings in BSC. The Payment Shares will initially be registered to BSC which will hold the Payment Shares on behalf of the BSC shareholders until such time as certain regulatory approvals for the distribution of the Payment Shares to the BSC shareholders is obtained.

When completed, the Proposed Transaction will constitute Tova's Qualifying Transaction pursuant to the policies of the TSX Venture Exchange (the "TSXV"), and is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions, including, but not limited to the approval of the TSX-V, the shareholders of Tova, the Minister of the Department of Mineral and Energy of the Republic of South Africa and the South African Reserve Bank.

The Proposed Transaction constitutes an Arm's Length Qualifying Transaction, per the policies of the TSX-V. Upon completion of the Proposed Transaction, Tova will be listed as a mining issuer.

Concurrently with or before the closing of the Proposed Transaction, either Tova or BSC Subsidiary intends to undertake a financing or series of financings to raise funds collectively of approximately $10,000,000 (the "Concurrent Financing") through the sale of securities of Tova or BSC Subsidiary on terms to be determined, but which will be in accordance with the policies of the TSX-V. Tova has not yet engaged a sponsor in connection with the Proposed Transaction, but intends that Tova or BSC Subsidiary will raise a minimum of $500,000 of the Concurrent Financing on a brokered basis, and anticipates retaining paying a commission to such broker in consideration for its services in this regard and obtaining an exemption from the sponsorship requirement pursuant to the policies of the TSX-V.

Following the closing of the Transaction, the board of directors of the Resulting Issuer will include seven individuals to be determined, each of whom shall be reasonably acceptable to the parties and to the TSX-V, at least one of which will be a nominee of Tova and the balance of which shall be nominees of BSC. Mr. Mtshisi will be appointed as the Resulting Issuer, President and CEO.

Upon the closing of the Proposed Transaction and Concurrent Financing, it is not expected that there will be any new insiders of Tova, other than proposed new directors and officers.

At the close of the Transaction, Tova proposes to change its name to BSC Resources Ltd. or such other name as may be acceptable to the parties, the TSX-V and the registrar of companies, British Columbia.

About BSC Resources

BSC Resources is a South African company involved in the exploration of base metal properties in Southern Africa. The BSC Subsidiary, when formed, will be a wholly-owned subsidiary of BSC, which BSC shall incorporate under the laws of South Africa, to hold the following principal assets:

- Insizwa Nickel Project

The Insizwa Nickel Project consists of a large magmatic intrusion covering approximately 800 square kilometers in the Mount Ayliff area of the Eastern Cape, South Africa. There are numerous occurrences of nickel-copper-PGM (platinum group metals) mineralization throughout the project area. Exploration drilling from surface and underground exploration adits by BSC indicates both high-grade massive sulphide nickel-copper-PGM mineralization and broader more disseminated mineralization. There is a small historic resource (non-NI43-101 compliant) at the Waterfall Gorge prospect identified by previous explorer Falconbridge. Researchers have noted that the Insizwa Complex has geological similarities to the Norilsk area in Russia. A further extension to BSC's permit area across the Insizwa Complex was recently approved, increasing BSC's land holdings in the area to an overall total of 77,563 hectares. A NI43-101 Technical Report is currently being compiled.

- Messina Copper

The Messina Copper Mine is located approximately 170 kilometers north-northeast of Limpopo, South Africa. The mine was operated for much of the last century and historic reports indicate that copper was mined at average grades in excess of 1.6% copper. The old underground maps are currently being assessed and indicate valuable information about the previous mining grades, non-mined blocks and the geology of the deposit. The mine principally extracted the sulphide ore. The oxidized rocks near the surface are being assessed by BSC for potential mineralization. The main focus, however, is to assess the size, grade and potential recovery of copper as well as the previously unrecovered precious metals in the historic mine-dumps and the Messina Slimes Dam.

A drill programme on the Messina Slimes Dam commenced in May 2008, with an initial nine Reverse Circulation (RC) holes. These holes are drilled to provide an indication of the overall grades across the slimes dam and also to confirm the specific gravity (density) of the slimes for tonnage calculations. This drilling will be followed up as part of a planned program to complete a NI 43-101 compliant resource.

Other assets include two exploration projects:

- The Burgersfort Nickel Project located approximately 300 kilometers northwest of Johannesburg. Previous explorers at Burgesfort have reported nickel in drilling and several distinct magnetic and gravity geophysical anomalies remain untested.

- The Phoenix Nickel Project located in Botswana.

BSC's management team is lead by one of its founder's Bongani Mtshisi, a mining engineer by training who has worked in the Platinum, Gold and Diamond industries. Mr. Mtshisi will be appointed to the board of the Resulting Issuer and as its President and Chief Executive Officer. Mr. Mtshisi started his career at Anglo Platinum. He subsequently joined De Beers where he rose to Site Manager of the Oaks Mine and later worked for Af Lease/ SXR. He holds a Diploma in Metalliferous Mining and a Certificate in Project Management.

Mssrs. Anton Hugo and Louis Selekane server as Executive Director and Non Executive Chairman of BSC respectively.

Mr. Hugo has a background in institutional fund management, having managed portfolios at Old Mutual, Coronation Holdings, the NUM-linked Mineworkers Investment Company and Blue Bay Fund Managers. He has actively followed mining investments for 20 years. Anton is responsible for BSC's capital raising and investment strategy.

Mr. Selekane a BSc (Hons) in Geology and a Master in Business Leadership (MBL) from Unisa. Louis has extensive experience in the mining industry and amongst others worked as an Exploration Geologist for AngloGold for 10 years. He is the CEO of the South African Diamond Board and while at the DME was closely involved in drafting the new legislation on mining rights. Louis is BSC's Non-Executive Chairman and oversees the corporate governance and strategic direction of the company.

All information provided in this press release related to BSC has been provided by management of BSC and has not been independently verified by management of Tova.

The common shares of Tova will remain halted until such time as the TSX-V provides its permission to resume trading.

On Behalf of the Board of Tova Ventures Inc.,

Alan Friedman, President and CEO

"Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to TSX Venture Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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 or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative."

Qualified Person Statement.

The technical content contained in this release has been compiled under the supervision of David Dodd (P.Geo) who is the Chief Geologist of BSC and is a Qualified Person defined by NI43-101.

The TSX Venture Exchange Inc. 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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