Conference Call to Discuss Bonanza-Taurus Merger and Consolidation of Fenelon Ownership.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. (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 they will hold a joint conference call on Thursday, December 2, 2004 at 11:00 am (PST PST Paroxysmal supraventricular tachycardia, see there ). Mr. Brian Kirwin, President and Chief Executive Officer of Bonanza, Mr. Robert Blakestad, Taurus Director and former Chief Executive Officer and Mr. Larry Nachshen, Chairman of Fairstar, will discuss the recent agreement, which will combine Bonanza and Taurus and include the consolidation of 100 per cent ownership of the Fenelon gold project. The combination will create a New Gold Company with 100 per cent interest in the Copperstone (Arizona Arizona (âr'əzō`nə), state in the southwestern United States. It is bordered by Utah (N), New Mexico (E), Mexico (S), and, across the Colorado R., Nevada and California (W). ) and Fenelon (Quebec) development-stage gold projects and a portfolio of several US and Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma. gold projects, which have excellent exploration potential. You may participate in the conference call by dialing toll free 1-877-407-9205. The conference call will also be broadcast simultaneously over the Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the at www.americanbonanza.com. For those participating on the call over the Internet please go to the website 15 minutes prior to the call to register and download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer. any necessary audio software. Replays of the call will be available at www.americanbonanza.com by way of a direct link or by dialing toll free 1-877-660-6853 followed by entering the following: Account number: 1628 Confirmation code: 126300 The corporate combination and the Fenelon property ownership consolidation have the full support of the boards of directors of Bonanza, Taurus and Fairstar as it will create a New Gold Company with the following highlights: - the New Gold Company will have a strong balance sheet with $10 million in cash and no debt; - it will have an experienced entrepreneurial management team led by Brian Kirwin; - it will have near term, high grade production potential at the Copperstone project in Arizona with a planned production decision in 2005; - excellent exploration and development potential at the high grade Fenelon project in Quebec and the large Taurus project in British Columbia; and - it will have several US and Canadian gold projects with excellent exploration potential. Mr. Brian Kirwin, President and Chief Executive Officer of Bonanza, commented on the business combination and property acquisition by stating: "This is a major step forward in the growth of Bonanza and Taurus and the development of these highly prospective projects. The New Gold Company will own 100 per cent interests in two high-grade High-grade Credit quality of AAA or AA. high-grade Of, relating to, or being a bond with little risk of default on the part of the issuer. High-grade is usually reserved for bonds rated AAA or AA by the rating services. projects with excellent development potential and one large low-grade low-grade Of or relating to debt that has a credit rating of B or below. Low-grade debt offers an above-average yield but entails substantial risk because promised payments may not be made in a timely manner. project, also with excellent potential. This combination of assets provides the basis for the new company to become a new substantial, low cost gold producer in the near term." Mr. Robert Blakestad, Taurus director and former 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. commented: "I am impressed im·press 1 tr.v. im·pressed, im·press·ing, im·press·es 1. To affect strongly, often favorably: with Brian Kirwin's vision for the new company. It fits well with our own goals of growing Taurus and adding necessary management depth. I am especially pleased to see the Fenelon gold project in the hands of a group that shares our opinion of the potential to ensure the exploration and development necessary to meet our common goals. This new team is well positioned, both technically and financially, to take Fenelon, Copperstone and the other Taurus and Bonanza properties to the next level." Mr. Larry Nachshen, Chairman of Fairstar stated: "We are excited about the future prospects for the New Gold Company. Fairstar shareholders will be able to participate in a highly prospective, well- financed and well-managed entity. In addition, by maintaining control of Fairstar, management will have the flexibility of investigating new opportunities for shareholder value creation." Management and the Board of Directors of the New Gold Company: The combination and property consolidation has the full support of the boards of directors of Bonanza, Taurus and Fairstar. 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 Bonifacio as Executive Vice President and Chief Financial Officer, and Dr. William Bird, Taurus's current interim President will assume the role of Vice President. The expanded Board of Directors of The New Gold Company will include four directors from Bonanza, two directors from Taurus and one director from Fairstar. Additionally Mr. Robert Blakestad, current Director and past-President of Taurus, will join Mr. Ian Telfer as a member of the advisory board. 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 transaction: The business combination is expected to be completed by way of a statutory Plan of Arrangement whereby each Bonanza share will be exchanged for 0.25 shares of the New Gold Company and each Taurus will be exchanged for 0.20 shares of the New Gold Company. As a result of the proposed transactions, the combined company will be held by 63.6 per cent by former Bonanza shareholders, 27.6 per cent by former Taurus shareholders and 8.8 per cent by existing Fairstar shareholders. The combination is subject to the execution of a definitive merger agreement, all requisite judicial and regulatory approvals, third party consents and opinions and other conditions customary in transactions of this nature. In particular, the transaction must be approved by at least three quarters of the votes cast by shareholders of Bonanza and Taurus as well as approved by two thirds of the votes cast by shareholders of Fairstar. The shareholder meetings are expected to be held in March, 2005 with the transaction expected to close shortly thereafter. If the combination does not occur as a result of one of the parties accepting a superior proposal from a competing bidder then the party that accepts the superior proposal will be required to pay a fee equal to 5 per cent of its market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. to the other party. 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 TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. |
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