Bonanza, Taurus and Fairstar Shareholders Approve Merger and Fenelon Acquisition with Resounding Shareholder Support.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 shareholders of each of the companies, at shareholders meetings held today, have approved by the requisite special majorities the two statutory Plans of Arrangement for the merger of Bonanza and Taurus to form New Bonanza as well as the consolidation of the Fenelon gold project ownership through the acquisition of Fairstar's Fenelon interests by New Bonanza. The Arrangements were originally announced on November 23, 2004 with a formal arrangement agreement reached Dec 21, 2004. With requisite shareholder approvals now in-hand, there remain only two judicial fairness hearings set in the British Columbia Supreme Court, 800 Smythe Street, Vancouver on Tuesday, March 29, 2005 to obtain final orders of the Court approving both Arrangements. Completion of the Arrangements remains subject to certain other customary closing conditions all of which are expected to be completed by March 30, 2005 and accordingly shares of the "New Bonanza" successor company, named "American Bonanza Gold Corp.", are expected to commence trading on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. at the opening on Thursday March 31, 2005 under the symbol BZA. The Arrangements provide for New Bonanza to acquire Fairstar's 38% interest in the high grade Fenelon project in Quebec and its other Casa Berardi properties in exchange for 6.5 million New Bonanza shares and $300,000. It is anticipated that the trading of the shares of Bonanza and Taurus will be halted from trading 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. at the close of business on Tuesday, March 29, 2005, and upon the Arrangement being completed as scheduled on Wednesday, March 30, 2005, these two companies will then be de-listed from the TSX Venture Exchange concurrently with their merger into New Bonanza. Registered shareholders of both Bonanza and Taurus who hold their shares outside of brokerage accounts Brokerage Account An arrangement between an investor and a licensed brokerage firm that allows the investor to deposit funds with the firm and place investment orders through the brokerage, which then carries out the transactions on the investor's behalf. will receive letters of transmittal instructing them how to obtain certificates for New Bonanza shares while shareholders whose Bonanza and Taurus shares are held in brokerage accounts will automatically have their shares exchanged for them. Fairstar expects to complete the distribution to its shareholders of the 6.5 million New Bonanza shares that it will receive for its Fenelon interests during the first week of April. Brian Kirwin, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Bonanza, stated today: "We are very pleased that with very high voter VOTER. One entitled to a vote; an elector. turnout, the shareholders of the three companies have overwhelmingly agreed with management and the Boards of Directors concerning the benefits of this merger and transaction by voting 98% in favour of the Plan of Arrangement." Bonanza, Taurus and Fairstar have jointly agreed to appoint the following officers for New Bonanza: Brian Kirwin as the President and Chief Executive Officer; Giulio T. Bonifacio, Executive Vice President, Chief Financial Officer; Joe Kircher, Vice President, Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. ; Dr. William Bird, Vice President, Canadian Operations. The Board of Directors of New Bonanza 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, a current advisor to the Board of Bonanza, and Robert Blakestad, a current Director and past-President of Taurus, have agreed to join the advisory board of New Bonanza. The merger and the Fenelon property ownership consolidation will create a dynamic new gold company with the following highlights; - It creates a fast-track approach to forging a more powerful, mid-tier gold company; - 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; - It will have a host of high-quality North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. gold exploration properties, to provide additional opportunities for profitability in all gold market price cycles; - The new company will be well financed at the time of the merger, and it will have access to major additional funding sources; - It will have a complete, competent technical and corporate management team with experience in exploration, mine development and finance; - It will meet requirements for coverage by major analysts, investment by major institutions, and will be listed on the Toronto Stock Exchange, which will greatly expand market awareness; and, - It combines the various Fenelon interests into a more substantial entity and settles the current Taurus-Fairstar 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. . For additional information about Bonanza, including a video interview with the CEO, Brian Kirwin, visit www.americanbonanza.com. 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 This news release includes certain statements that may be deemed "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. ". All statements in this release, other than statements of historical facts, including the likelihood of commercial mining, possible future financings are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include unsuccessful exploration results, changes in metals prices, changes in the availability of funding for mineral exploration, unanticipated changes in key management personnel and general economic conditions. Mining is an inherently risky business. Accordingly the actual events may differ materially from those projected in the forward-looking statements. For more information on the Company and the risks and challenges of its business, investors should review the Company's annual Form on 20F filing with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities Commission and its home jurisdiction filings that are available at www.sedar.com. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. American Bonanza Gold Mining Corp. (TSX VENTURE:BZA) Fairstar Explorations Inc. (TSX:FFR) International Taurus Resources Inc. (TSX VENTURE:ITS) |
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