White Pine Resources Inc.
TSX VENTURE : WPR

White Pine Resources Inc.

November 23, 2010 14:10 ET

White Pine Resources Inc. Announces Letter of Intent and Private Placement Financing

TORONTO, ONTARIO--(Marketwire - Nov. 23, 2010) -

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White Pine Resources Inc. (TSX VENTURE:WPR) ("WPR") is pleased to announce that it has entered into a letter of intent (the "Letter of Intent") with Shawn Ryan and Wildwood Exploration Inc. (collectively, the "Optionors") for the grant to WPR of an option (the "Option") to earn a 100% interest in the properties known as the Money property (the "Money Property") and the Tender property (the "Tender Property" and collectively with the Money Property, the "Properties") located in the White Gold District, Yukon Territory. The Optionors shall retain a 2% net smelter returns royalty (the "NSR") on each of the Properties, one-half of each of which may be purchased by WPR for $2,500,000 each.

The Money Property (1,510 claims covering approximately 30,502 hectares) is located 35 kilometers south-southwest of Dawson City, YT, with barge and road access from the Yukon River and 25 km northwest of Kinross's White Gold project (formerly Underworld's).

The Tender Property (338 claims covering approximately 6,828 hectares) is located 80 kilometers south of Dawson City, YT, and is contiguous to Kinross's White Gold project (formerly Underworld's).

In order to acquire its 100% interest in the Money Property, WPR will be required to (i) make cash payments to the Optionors totaling $950,000 in tranches over a four year period (of which $300,000 must be paid upon execution of a definitive option agreement (the "Option Agreement") and an additional $150,000 must be paid prior to the first anniversary thereof); (ii) issuing an aggregate of 2,750,000 common shares of WPR ("Common Shares") to the Optionors in tranches over a four year period (of which 750,000 Common Shares must be issued upon execution of the Option Agreement and an additional 500,000 Common Shares must be issued prior to the first anniversary thereof); and (iii) the incurring of an aggregate of $1,250,000 in exploration expenditures on the Money Property over a four year period (of which $200,000 must be expended by April 2, 2012). In order to acquire its 100% interest in the Tender Property, WPR will be required to (i) make cash payments to the Optionors totaling $425,000 in tranches over a four year period (of which $100,000 must be paid upon execution of the Option Agreement and an additional $75,000 must be paid prior to the first anniversary thereof); (ii) issuing an aggregate of 1,250,000 Common Shares to the Optionors in tranches over a four year period (of which 250,000 Common Shares must be issued upon execution of the Option Agreement and an additional 250,000 Common Shares must be issued prior to the first anniversary thereof); and (iii) the incurring of an aggregate of $750,000 in exploration expenditures on the Tender Property over a four year period (of which $150,000 must be expended by April 2, 2012). Upon earning WPR's 100%, WPR will also be required to issue an additional 250,000 Common Shares to the Optionors upon having incurred aggregate exploration expenditures of a total of $5,000,000 on the Properties, and a further 250,000 Common Shares upon having incurred aggregate exploration expenditures of $7,500,000 on the Properties. 

In the event that the Option is exercised, WPR shall be required to make annual advance royalty payments (the "Advance Royalty Payments") of $25,000 for each Property in respect of which the Option is exercised commencing in 2015 until such time as commercial production commences. Any amount paid in respect of such Annual Royalty Payments shall be credited against the NSR payable in respect of either of the Properties. The Letter of Intent remains subject to various conditions including the execution of a definitive Option Agreement and the approval of the TSX Venture Exchange (the "TSXV").

WPR also announces that it proposes to complete a non-brokered private placement (the "Offering") pursuant to which it will issue up to 4,000,000 units ("Units") at a price of $0.25 per Unit, to raise aggregate gross proceeds of up to approximately $1,000,000. Each Unit will consist of one Common Share and one-half of one share purchase warrant of WPR, each whole such share purchase warrant entitling the holder thereof to acquire one additional Common Share for a period of 24 months at an exercise price of $0.35 per share. Insiders of WPR are expected to subscribe for up to 40% of the Units issued in the Offering. The Offering remains subject to the approval of the TSXV. 

About White Pine Resources Inc.

White Pine Resources Inc. is a Canadian based mineral exploration Company primarily focused on the exploration and development of mineral deposits in Canada.

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of WPR, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of resource estimates, currency fluctuations, dependence upon regulatory approvals, dependence upon the execution of a definitive agreement, the availability of financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

Shares Outstanding: 23,342,659

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