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Aurora Platinum Corp. to Acquire Controlling Interest in Consolidated Ouro Brasil Ltd. in Exchange for Diamond Assets.


Business Editors

VANCOUVER, British Columbia--(BUSINESS WIRE)--April 4, 2002

Aurora Platinum Corp. ("Aurora") (CDNX CDNX

See Canadian Venture Exchange (CDNX).
:ARP) and Consolidated Ouro Brasil Ltd. ("Ouro Brasil") (CDNX:COU COU Calendar of Updates
COU Council of Ontario Universities
COU Change Of Use
COU Curso de Orientación Universitaria
COU Columbia, MO, USA - Columbia Regional (Airport Code)
COU Cardiac Observation Unit
COU Cable Orderwire Unit
) have entered into a letter agreement (the "Acquisition Agreement") dated April 3, 2002 regarding Ouro Brasil's acquisition of interests in certain mineral claims and related rights (the "Diamond Assets") held by Aurora in exchange for Ouro Brasil issuing to Aurora 13,150,000 common shares (the "Acquisition Shares"). The acquisition of the Diamond Assets will constitute a reverse takeover A reverse takeover occurs when a publicly-traded smaller company acquires ownership of a larger company. It typically requires reorganization of capitalization of the acquiring company.  ("RTO (Recovery Time Objective) The amount of time a computer system or application can stop functioning before it is considered intolerable to the enterprise. It can be computed to be from seconds to days, depending on how critical the application is to the organization. ") transaction for Ouro Brasil under the policies of the Canadian Venture Exchange The Canadian Venture Exchange (CDNX) is now a defunct stock exchange having been acquired by the TSX Group in 2001 and renamed the TSX Venture Exchange. History of the Canadian Venture Exchange (CDNX)  (the "Exchange") and it is anticipated that the Acquisition Shares will be subject to escrow escrow

Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition.
 restrictions in accordance with the policies of the Exchange, as well as resale restrictions applicable to control persons under applicable securities laws.

Concurrent with, and part and parcel of, the acquisition of the Diamond Assets and the RTO, Ouro Brasil proposes to complete a private placement (the "Private Placement") to raise up to $1 million through the sale of up to 4,000,000 units at $0.25 per unit. Each unit will consist of one common share and one half of a common share purchase warrant, with each full share purchase warrant entitling the holder to buy one common share at $0.50 within 12 months after closing. The proceeds of the Private Placement will be applied to initial exploration work on the diamond interests to be acquired from Aurora, and for general corporate purposes. The Private Placement may be carried out by way of an issuance of special warrants, convertible into Units having the above terms. The Private Placement is subject to Exchange acceptance.

The Diamond Assets which Ouro Brasil intends to acquire are comprised of (a) interests in 16 claim blocks (covering 4,096 hectares) staked by Aurora in an area of northern Ontario Northern Ontario is the part of the province of Ontario which lies north of Lake Huron (including Georgian Bay), the French River and Lake Nipissing.

Northern Ontario has a land area of 802,000 km² (310,000 mi²) and constitutes 87% of the land area of Ontario, although it
, and (b) rights to related geological information, primarily in the form of airborne magnetic/electromagnetic data, and other rights. Pursuant to the Acquisition Agreement, Ouro Brasil will have all diamond exploration and development rights in the area, while Aurora will retain the rights to other minerals that may be found on the properties. A 1.5% net smelter return royalty is payable to a third party, to a maximum royalty of $2.5 million per diamond mine developed.

Geophysical consultants for Aurora have reviewed and compiled proprietary airborne magnetic/electromagnetic data over all of the claim blocks. Kimberlite kimberlite: see diamond.
kimberlite
 or blue ground

Dark, heavy, often fragmented igneous rock that may contain diamonds in the rock matrix.
 targets were modelled from the proprietary airborne data. Helicopter supported till/alluvial sampling down ice from each claim block was also completed. Heavy mineral concentrates were picked for kimberlite indicator minerals which in turn were probed to determine their chemistry. The cost of this initial program was $98,500.

Evaluation of the claim blocks is still in progress, however, the till and alluvial al·lu·vi·al  
adj.
Of, relating to, or found in alluvium: alluvial soil; alluvial gold.


alluvial
Adjective

of or relating to alluvium

Noun
 sampling by Aurora has identified kimberlite indicator minerals in several areas. Significant exploration activity in the area is also being conducted by a number of other companies. A two phase exploration program for the property is recommended with an expenditure of $195,300 in Phase 1 and $908,500 in Phase II.

Completion of the acquisition of the Diamond Assets is subject to a number of conditions, including but not limited to, Exchange acceptance, Ouro Brasil shareholder approval, due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  examinations, completion of the Private Placement, receipt of all necessary technical reports concerning the Diamond Assets and execution of definitive documentation. The acquisition cannot close until the required Ouro Brasil shareholder approval is obtained and Ouro Brasil intends to schedule a meeting of shareholders as soon as practicable to consider the RTO, among other things. There cannot be assurances that the transaction will be completed as proposed or at all.

Ouro Brasil will be required to retain a sponsor in connection with the RTO and is presently negotiating an agreement for a sponsor. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Upon completion of the RTO, it is expected that all of the directors of Ouro Brasil except K. Wayne Livingstone will resign from the Board of Directors of Ouro Brasil, and that John G. Paterson, Thomas W. Beattie, and Michael Winn, nominees of Aurora, will be appointed to the Board of Directors of Ouro Brasil, with John G. Paterson being appointed as President and Susy Horna being appointed as Secretary.

John G. Paterson is a Professional Geologist who has been President and a Director of Aurora since May 2000 and Chief Executive Officer and a Director of Southwestern Resources Corp. since June 1992. Mr. Paterson was President of Canabrava Diamond Corp. from November 1994 to November 1997 and a Director from November 1994 to February 2002. Thomas W. Beattie is a lawyer who has been Vice-President, Corporate Development and Corporate Secretary of Aurora since May 2000 and Vice-President, Corporate Development and Secretary of Southwestern Resources Corp. and Canabrava Diamond Corporation since 1996. Mr. Winn has been President, Terrasearch Inc., a financial consulting company Noun 1. consulting company - a firm of experts providing professional advice to an organization for a fee
consulting firm

business firm, firm, house - the members of a business organization that owns or operates one or more establishments; "he worked for a
, since January 1997. He was a Financial Analyst with Global Resource Investments Ltd. from 1994 to 1996 and a Geologist with CDM 1. CDM - Content Data Model
2. CDM - Code Division Multiplexing
 Federal Programs Corporation from 1990 to 1993. K. Wayne Livingstone is a Professional Geologist who has been a director and officer of a number of public companies over the past 17 years.

After the issuance of the Acquisition Shares, the completion of the Private Placement and the anticipated exercise of 1,785,714 of the outstanding warrants prior to closing, it is expected that Ouro Brasil will have 22,631,115 shares outstanding (25,185,115 shares on a fully diluted basis). The 13,150,000 Acquisition Shares held by Aurora will represent 58.11% of the said 22,631,115 shares and 52.21% of the 25,185,115 shares on a fully diluted basis. Under the terms of the Acquisition Agreement, Aurora will have the right to maintain its equity interest in Ouro Brasil by participating in further equity financings Equity Financing

The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation.
 so long as Aurora holds at least 20% of the issued shares of Ouro Brasil.

Consolidated Ouro Brasil Ltd., a Yukon company, is currently an inactive issuer whose shares have been halted from trading on the Exchange as a result of the RTO. Trading in the common shares of Ouro Brasil will remain halted until Ouro Brasil's sponsor (once appointed) has filed all required documentation and requested that trading resume and the Exchange has, among other things, completed all preliminary background searches in accordance with its policies.

Aurora Platinum Corp., a Yukon corporation, is actively exploring for nickel-copper-platinum-palladium deposits in Ontario and Quebec. The Company has a joint venture with Falconbridge Limited in the Sudbury District (Foy and Footwall foot·wall  
n. Geology
1. The mass of rock underlying a mineral deposit in a mine.

2. The underlying block of a fault having an inclined fault plane.
 properties) and a joint venture with Inco Limited (AEM AEM Applied and Environmental Microbiology (journal)
AEM Association of Equipment Manufacturers
AEM Academic Emergency Medicine (journal)
AEM Agnico-Eagle Mines Limited
AEM Advanced Engine Management
 Property) covering a large area in northern Ontario. Aurora is also aggressively exploring its 100%-owned Lansdowne and Fish Trap A fishtrap is a trap resembling a fishing weir or a lobster trap. It consists of a frame of thick steel wire, usually in the shape of a heart, with chicken wire stretched around it. The mesh wraps around the frame and then tapers into the inside of the trap.  Lake properties in northwestern Ontario Northwestern Ontario is the region within the Canadian province of Ontario which lies north and west of Lake Superior, and west of Hudson Bay and James Bay. It includes most of subarctic Ontario. , and the Midrim/Belleterre/Angliers project in Quebec. Those projects are not included in the Diamond Assets.

Aurora is a Tier 1 company on the Exchange. There is no individual who directly or indirectly beneficially holds a controlling interest controlling interest

The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm's outstanding stock because many owners fail
 in or who otherwise controls or directs Aurora.

Investors are cautioned that, except as disclosed in the management information circular Information Circular

A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting.

Notes:
Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible
 of Ouro Brasil 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 Ouro Brasil should be considered highly speculative.

Some of the statements in this news release contain forward-looking information, which involves inherent risk and uncertainty affecting the businesses of Ouro Brasil and Aurora. Actual results may differ materially from those currently anticipated in such statements.

The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Apr 4, 2002
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