American Bonanza Gold Mining Corp., International Taurus Resources Inc. and Fairstar Explorations Inc.: Formal Arrangement Agreement Executed.VANCOUVER, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography -- AMERICAN BONANZA Bonanza saga of the Cartwright family. [TV: Terrace, I, 111–112] See : Wild West GOLD MINING CORP. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:BZA BZA Board of Zoning Appeals BZA Board of Zoning Adjustment BZA Benzoic Acid BZA Beach Zone Array BZA Brandeis Zionist Association ) ("Bonanza"), INTERNATIONAL TAURUS RESOURCES INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic. Antonym: dec. . (TSX VENTURE:ITS) ("Taurus") and FAIRSTAR EXPLORATIONS INC. (TSX:FFR FFR Federation Francaise de Rugby (French National Rugby Team) FFR FlashFlashRevolution (website) FFR Flash Flash Revolution (computer game) ) ("Fairstar") are pleased to announce that the Board of Directors of the each of the companies have approved and executed a formal Arrangement Agreement with respect to the proposed merger and Fenelon gold project ownership consolidation announced on November 23, 2004. Shareholder meeting materials will be prepared and mailed in the middle of February, 2005 with shareholder meetings for each of the companies scheduled for March, 2005. These transactions are subject to the usual judicial and regulatory approvals, third party consents, opinions and other conditions customary in transactions of this nature. The Bonanza and Taurus Boards have jointly agreed to appoint Brian Kirwin as the President and Chief Executive Officer of the New Gold Company. The Board of Directors of the New Gold Company will consist of Brian Kirwin, Giulio T. Bonifacio, Robert McKnight Robert McKnight (January 20, 1820 – October 25, 1885) was a Republican United States Representative from Pennsylvania. Robert McKnight was born in Pittsburgh, Pennsylvania. He attended the common schools and a private school at Xenia, Ohio. , Ronald Netolitzky, Don Lay, Jim Bagwell and Carl Ravinsky. Additionally both Ian Telfer and Robert Blakestad, current Director and past-President of Taurus, have agreed to join the advisory board of the New Gold Company. Brian Kirwin, President of Bonanza commented: "Having reached a definitive agreement we now look forward to the Bonanza, Taurus and Fairstar shareholder meetings in March, 2005. With the support of our shareholders we can combine the management talents of Bonanza and Taurus to move the New Gold Company to its next level. The New Gold Company will have 3 development projects, which we believe we can rapidly advance, and several highly prospective exploration projects in the Great Basin Great Basin, semiarid, N section of the Basin and Range province, the intermontane plateau region of W United States and N Mexico. Lying mostly in Nevada and extending into California, Oregon, Idaho, and Utah, it is bordered by the Sierra Nevada on the west, the and Quebec. The combination of these projects will position the New Gold Company to become a mid tier producer in the near term." On November 23, 2004, Bonanza, Taurus and Fairstar announced they agreed to combine the two companies and acquire the 38 per cent interest in the high grade Fenelon project in Quebec and other Casa Berardi properties currently held by Fairstar. Consideration for Fairstar's Fenelon and Casa Berardi interests is the issuance of 6.5 million common shares of the New Gold Company and a cash payment of CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $300,000. These transactions will resolve the existing Fenelon litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. between Fairstar and Taurus and the New Gold Company will then hold a 100 per cent ownership interest in the Fenelon project. The proposed business combination is to be completed by way of a statutory Plan of Arrangement. The common shares will continue to trade on the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. and the New Gold Company will seek a listing on the TSX senior board and other stock exchanges as appropriate. Prior to closing the transaction the New Gold Company will be renamed. Summary of the New Gold Company Management of the New Gold Company will be led by a team consisting of Mr. Brian Kirwin as President and Chief Executive Officer, Mr. Giulio T. Bonifacio as Executive Vice President and Chief Financial Officer, Mr. Joe Kircher as Vice President, Operations and Dr. William Bird, Taurus's current interim President will assume the role of Vice President. The corporate combination and the Fenelon property ownership consolidation will create a New Gold Company with the following highlights: - the New Gold Company will have a strong balance sheet with approximately $10 million in cash and no debt; - it will have an experienced entrepreneurial en·tre·pre·neur n. A person who organizes, operates, and assumes the risk for a business venture. [French, from Old French, from entreprendre, to undertake; see enterprise. management team led by Brian Kirwin; - it will have near term high-grade gold production potential at the Copperstone project in Arizona with a planned production decision in 2005; - it will have near term production growth potential through the development of the high grade Fenelon gold project in Quebec and the large Taurus gold project in British Columbia; and - it will have several US and Canadian gold projects that are highly prospective with excellent exploration potential. AMERICAN BONANZA GOLD MINING CORP. Brian Kirwin, President and Chief Executive Officer INTERNATIONAL TAURUS RESOURCES INC. Dr. William Bird, President and Chief Executive Officer FAIRSTAR EXPLORATIONS INC. Mr. Larry Nachshen, Chairman The TSXhas not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. American Bonanza Gold Mining Corp. (TSX VENTURE:BZA) American Bonanza Gold Mining Corp. (TSX VENTURE:BZA) Fairstar Explorations Inc. (TSX:FFR) American Bonanza Gold Mining Corp. (TSX VENTURE:BZA) Fairstar Explorations Inc. (TSX:FFR) International Taurus Resources Inc. (TSX VENTURE:ITS) |
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