Iron Lake Minerals Inc. to Acquire Alturas Minerals Corp.

PENETANG, Ontario -- IRON LAKE MINERALS INC. ("ILM" or the "Company") (NEX:ILM.H) has entered into an agreement dated February 8, 2006 to acquire all of the issued and outstanding common shares (the "Alturas Common Shares") of Alturas Minerals Corp. ("Alturas") in exchange for the issuance of four common shares of ILM for every one of the 11,430,565 Alturas Common Shares (the "RTO") that will be outstanding immediately prior to the completion of the RTO, subject to regulatory and shareholder approval. ILM is currently listed on the NEX board ("NEX") of the TSX Venture Exchange (the "Exchange"). The major shareholder of Alturas is Equinox Minerals Limited, a publicly traded company listed on the Toronto Stock Exchange (Symbol:EQN) and the Australian Stock Exchange, which will hold approximately 70% of the Alturas Common Shares.

The transaction is subject to the rules of the Exchange governing reverse take-overs. As part of this transaction, ILM intends to apply for Tier 2 trading status with the Exchange. Following completion of the transaction, which is subject to the approval of the Exchange and the shareholders of ILM and Alturas, ILM will carry on business as a mining exploration company.

Alturas is a Canadian corporation and is the parent company of Alturas Minerals S.A. ("Alturas Peru"), which is indirectly owned by Alturas through its wholly-owned subsidiaries. Alturas Peru is an exploration company that has been actively exploring various mineral projects in Peru since its incorporation in January 2004. Alturas' strategic objective is to expand its operations from exploration to development, produce cash flow to sustain further exploration, and maximize shareholder returns through capital appreciation. The principal assets of Alturas are four mineral exploration projects located in southern Peru, being the Huilacollo Gold Project, the Banos del Indio Gold Project, the Utupara Copper-Gold Project and the Huajoto Gold-Silver-Zinc Project. Each of the four principal mineral exploration projects of the Company has been the subject of at least preliminary drill testing in the past by other parties. Alturas has undertaken limited exploration work on these four projects to date, including the compilation of historical exploration data and reviewing of geological mapping completed by third parties. In addition, Alturas has interests in seven other exploration projects in Peru. Alturas' exploration strategy is focused on the discovery of large epithermal gold mineralization. Please see the preliminary prospectus of Alturas dated June 8, 2005 at www.SEDAR.com for additional information in respect of the business, assets and operations of Alturas.

ILM is an Alberta corporation engaged in the business of acquiring, exploring and developing mineral properties in Canada. ILM currently holds a 100% interest in the mineral rights of twelve unpatented claims (21 contiguous unpatented claim units) located in the Duffell Lake Area, Patricia Mining Division, Ontario, Canada (the "Duffell Lake Property"). Previous exploration conducted on the Duffell Lake Property has focused on gold mineralization hosted by sulphidized oxide facies iron formation, sulphide-mineralized tuffaceous volcanics and quartz vein stockworks. These exploration activities have delineated the presence of gold mineralization. Mineralization discovered to date is sub-economic, however the zones discovered have been tested only to vertical depths of approximately 70 meters. The Company has drilled 14 diamond drill holes on the Duffell Lake Property to date. Previous geophysics performed on the Duffell Lake Property appears to have adequately delineated the target conductors. ILM has not yet established whether the Duffel Lake Property contains reserves that are economically recoverable.

ALTURAS MINERAL ASSETS

Huilacollo Gold Project

The Huilacollo property is located in the Cordillera del Barroso in southern Peru within 10 kilometres of the border with Chile. The property is located approximately 970 kilometres southeast of Lima and 55 kilometres northeast of the city of Tacna. The average altitude of the Huilacollo property is 4,750 metres.

The Huilacollo property is under option to Alturas from Inversiones Sol y C.S.A.C. pursuant to an option agreement dated August 25, 2004, and consists of two contiguous concessions covering 2,000 hectares. The agreement is for a term of five years and grants to Alturas an option to acquire 100% of the mining rights over the property. The amount to be paid, not including exploration or development costs, is US$3.65 million plus a 2% royalty up to a limit of US$12 million. The first payment of US$60,000 was made at the time the agreement was signed, and payments are to be made annually over the five year option term as follows: US$120,000 by the end of the first year (paid); US$270,000 by the end of the second year; US$500,000 by the end of the third year; US$1.2 million by the end of the fourth year; and US$1.5 million by the end of the fifth year. The option may be exercised by Alturas at any time during the five year term of the agreement, at which time the payments above will be accelerated. Alturas is required to make a minimum investment in exploration of $1.65 million under the terms of the agreement

Huilacollo is a high-sulfidation epithermal gold system. High-sulfidation alteration confirms the affinity of this system with other deposits of this style in Peru and Chile (El Indio and La Coipa in Chile and Yanacocha and Pierina in Peru). The gold potential of the system is established by the gold intersected by drilling at Cerro Andamarca. Mapping and drilling indicate that the near surface mineralization is related to a shallow-dipping body of silicified breccia with consistent gold values.

Teck Cominco Limited drilled a total of six diamond drill holes at Cerro Andamarca in 1994 and 1995. Total meterage drilled was 845.75 metres. The best results were 0.8 g/t gold over 22m in HU-2, 2.1 g/t gold over 34m in HU-3 and 0.5 g/t gold over 16m in HU-6. In 1997, Balaclava S.A. ("Balaclava") optioned the property and completed mapping programs at Andamarca Norte and Cerro Andamarca, collected samples from trenches, outcrops and channels, and completed a total of 889 metres of reverse circulation drilling in the Cerro Andamarca (8 holes) and Andamarca Norte (5 holes) areas. Highlights of the drilling include 1.1 g/t gold over 17m in RCD-03B, 1.1 g/t gold over 36m in RCD-04 and 1.1 g/t gold over 46m in RCD-05.

Banos del Indio Gold Project

The Banos del Indio property is located in the Cordillera del Barroso in southern Peru within 20 kilometres of the border with Chile, and consists of seven contiguous mineral concessions covering 6,536.25 hectares. The property is located approximately 980 kilometres southeast of Lima, the capital of Peru, and 120 kilometres north-northeast of the costal town of Tacna at an average altitude of 4,750 metres.

To acquire the Claims, Alturas must pay a total of US$640,000 over a 30 month period, with payments ranging from $30,000 to $150,000 at three month intervals. Under the terms of the contract, there is also an exploration commitment of US$15,000 within 12 months of signing and US$50,000 within 18 months of signing. Other required payments include yearly property rental fees of US$19,610 and potential penalties of US$34,130; a success fee of US$2.0 million at start of production; and a royalty payment based NSR, the percentage of which depends on the gold price ranging from a 2.0% NSR if the gold price is below US$280 per ounce to a 3.5% NSR if the gold price is over US$400 per ounce. There is provision for a royalty buyout that amounts to US$6 per ounce for the first 2 million recoverable ounces, with an additional US$2 for each additional ounce delineated in the feasibility study. The overall royalty payment has a maximum cap of US$18 million.

High-sulfidation hydrothermal alteration in the Cordillera de Barroso is extensive measuring 15 kilometres in length by 2 to 8 kilometres in width. Within the Banos del Indio property, Alturas geologists have identified seven distinct centres of alteration within the broader area of alteration.

Previous rock chip sampling conducted by third parties reported from the Honguito 2 and San Benedicto areas average gold values of 0.5 g/t gold and 0.08 g/t gold respectively. A high value of 20.97 g/t gold was obtained from the Honguito 2 area. Best intersection from reverse circulation drilling in Honguito 2 area was 10.7 g/t gold over 6.1m in hole CBI-5, including 27.93 g/t gold over 1.52m.

Utupara Copper-Gold Project

The Utupara property is located in southern Peru approximately 130 kilometres southwest of the city of Cusco and 510 kilometres southeast of Lima. The average altitude of the Utupara property is 4,000 metres. The property is held directly by Alturas Peru and consists of six contiguous concessions covering 4,576.6 hectares. All claims were granted in 2004, and are held 100% in the name of Alturas Peru.

One of Peru's larger mining companies, Compania Minera Milpo S.A., held an option to explore and purchase the Property from the owners between 1996 and 2001. Milpo conducted the first modern exploration program on the Property, focusing mainly on geochemistry, geophysics and geological mapping.

During both the 1997 and 2000 rock chip sampling programs strong copper and gold anomalies were detected. Soil sampling results generally confirm the position and shape of the gold and copper anomalies identified by rock chip sampling.

Milpo executed three phases of trench sampling along roads and cuts within the area of the Cachorro breccias and the Cocorpina skarn zone. Results generally reflect the nature of the copper-gold mineralization. Highlights include 1,114 ppm copper and 0.1 g/t gold over 370 meters in trench 6 and 4,447 ppm copper and 0.3 g/t gold over 55 meters in trench E.

During November and December 2000, a reverse circulation drilling program of five holes was completed on the Utupara Property. All of the drilling was concentrated in a rectangular-shaped area measuring approximately 800 meters by 200 meters around the Cachorro breccia bodies.

None of the holes reached the targeted depth of 300 meters and average sample recovery was around 51% for all five holes. Sample loss was probably due to high water flow. It is possible that significant sample loss resulted in an incorrect estimation of grade. All holes contained at least some anomalous copper and gold values with hole RCD-1 returning the best results averaging 2,567 ppm copper and 0.2 g/t gold over its entire length of 160 meters.

There are indications of three different styles of mineralization on the Utupara Property: porphyry coppergold, skarn and structurally-controlled gold hosted by quartzite. All mineralization is thought to be related to the copper-gold porphyry system. Mineralization as it is presently known on the Utupara Property shares some characteristics with other porphyry copper-gold systems in general and with alkalic copper-gold porphyry systems in particular.

Huajoto Gold-Silver-Zinc Project

The Huajoto property is located approximately 22 kilometres south-southeast of the city Huancavelica and 230 kilometres southeast of Lima. The Huajoto property lies in the district of Nuevo Occoro in the Province and Department of Huancavelica in central Peru. The average altitude of the Huajoto Property is 4,450 metres. The Huajoto property is comprised of five contiguous concessions covering a total of 3,000 hectares.

The Huajoto property is subject to a proposed joint venture between Alturas Peru and Teck Cominco Peru S.R.L. ("Teck Cominco"). A letter of intent outlining the proposed terms of the joint venture was executed by Alturas Peru and Teck Cominco Limited on May 6, 2005, which contemplates the entering into of a definitive joint venture agreement.

The joint venture area shall be comprised of five contiguous concessions with a total area of 3,000 hectares. Each party will contribute claims to the joint venture. Teck Cominco holds title to Huajoto 3 and Huajoto 4, while Alturas controls the Conaica 1, Conaica 2 and Conaica 3 concessions. The joint venture shall cover an area approximately 7 kilometres in a north-south direction and 4.5 kilometres in an east-west direction.

Part of the property is controlled by Compania Minera Agregados Calcareos S.A. ("Agregados Calcareos"), a local company pursuing industrial minerals. Alturas has negotiated with Agregados Calcareos to acquire the Esperanza Uno property by way of a mining assignment and option agreement in favour of Alturas for five years. Neither exploration commitments, nor cash payments are included in this contract. However, if Alturas, in agreement with Teck Cominco, decides to exercise the option, Agregados Calcareos will receive 5% participating interest in the joint venture company that may have been then formed by Alturas and Teck Cominco, in consideration for the transfer of its Esperanza Uno property to Newco. As a result of this, the participating interest in Alturas and Teck Cominco in Newco would be reduced by 2.5% each.

The Huajoto property is underlain by the Huajoto Volcano-Plutonic Complex ("HVC"), which measures approximately 5.0 kilometres by 7.0 kilometres in size. Mineralization on the Huajoto Property consists of high-sulfidation epithermal mineralization and zinc skarn/replacement mineralization pursued by Teck Cominco. Based on Teck Cominco's mapping, and soil and rock chip sampling, two large areas of high-sulfidation epithermal mineralization were defined: the La Virgen target and the Caty-Pablo target.

The La Virgen target is a broadly north-south-trending gold-in-soil anomaly approximately 2.5 kilometers by 1.0 kilometer in dimension. The anomaly is also accompanied by anomalous gold values in rock (up to 5.9 g/t gold). The anomaly is located in the center of the concession block and is open to the south.

The Caty-Pablo prospect consists of a series of strong gold, silver, zinc and lead geochemical anomalies associated with rare earth anomalies. The target includes a poorly sampled body of silicification measuring 1.2 kilometers by 0.5 kilometers. Gold values in rock chip samples from this material reach 335 ppb and other elements are strongly elevated including silver, copper, zinc and arsenic.

During 2001, Teck Cominco refined the mapping of some parts of the property and extended the coverage of the soil and rock grids. Every known zinc-mineralized showing was trenched and geophysical coverage was extended. Drill targets were defined and six diamond drillholes were completed late in 2001. The most interesting results were 2.85% zinc, 0.08 g/t gold and 3.0 g/t silver over 8.6 meters in HU-1-01 and 1.60% zinc, 0.2 g/t gold and 5.3 g/t silver over 1.5 meters in HU-01-06. The widespread epithermal gold-silver mineralization, and the uranium-rare earth anomalies, were not drill tested.

TERMS OF THE PROPOSED TRANSACTION

Terms of the transaction call for ILM to acquire the Alturas Common Shares by issuing common shares of ILM ("ILM Common Shares") to the holders of the Alturas Common Shares. Each issued and outstanding Alturas Common Share (other than Alturas Common Shares held by dissenting shareholders) will be exchanged for four (4) ILM Common Shares. Each ILM Common Share will be issued to the holders of Alturas Common Shares for deemed consideration equivalent to $0.20 per ILM Common Share, for total consideration in kind of $9,144,452. ILM will incorporate a wholly owned subsidiary ("ILM Subco") and Alturas and ILM Subco will amalgamate and continue as one company ("Amalco"). Each issued and outstanding ILM Subco common share ("Subco Common Share") shall be converted into one Amalco common share ("Amalco Common Share"). Amalco will issue to ILM one Amalco Common Share for each ILM Common Share issued to holders of Alturas Common Shares in connection with the RTO.

Holders of 430,565 warrants of Alturas ("Alturas Warrants") shall be deemed to have exchanged the Alturas Warrants for warrants of ILM whereby each such Alturas Warrant will entitle the holder to receive upon exercise of the Alturas Warrant, in lieu of the number of Alturas Common Shares otherwise issuable upon such exercise, that number of ILM Common Shares which the holder would have been entitled to receive if immediately prior to the completion of the RTO, such holder had been the registered holder of that number of Alturas Shares to which such holder had previously been entitled to receive upon such exercise.

Upon the completion of the RTO, holders of 7,000,000 subscription receipts (the "Subscription Receipts") of ILM shall have such Subscription Receipts automatically exercised for ILM Common Shares, pursuant to the terms of the Subscription Receipts. In addition, a finder's fee consisting of 400,000 common shares of ILM shall be issuable upon exercise of the Subscription Receipts. Please see the press releases of the Company dated February 2, 2006 and September 21, 2005 for more information with respect to the Subscription Receipts.

The completion of the RTO is subject to the usual conditions, including the approval of the Exchange for the issuance by ILM of the ILM Common Shares in connection with the RTO and the conditional approval of the Exchange to the graduation of the ILM Common Shares to Tier 2 of the Exchange and the listing of the ILM Common Shares issued pursuant to the RTO and issuable upon exercise of the Alturas Warrants.

Shareholders of ILM will also be asked to approve a change of name of ILM to "Alturas Minerals Corporation" and a one for up to three consolidation of the outstanding shares of ILM (after giving effect to the RTO), which name change and consolidation will also be subject to approval by the Exchange.

Directors and Executive Officers

The following are brief biographies of the proposed directors and officers of ILM following completion of the RTO.

Dr. Laurence Curtis P.Geo., Chairman of the Board and Director

Dr. Curtis is the President & CEO of Intrepid Minerals Corp., a Canadian junior mineral exploration company founded by Mr. Curtis in 1996. Dr. Curtis received his Ph.D. from the University of Toronto after completing his B.Sc. (Honors) degree in geology, from the Australian National University. He holds the designation of Professional Geologist (PGO) and is a member in good standing of the Professional Geoscientists of Ontario. From 1980 to 1996, Dr. Curtis was President of Curtis & Associates, during which time he provided consulting services for a number of public and private resource companies. Dr. Curtis has over 35 years of international experience in the natural resource sector, including exploration in Africa, Greenland, North, South and Central America, and the Pacific. Dr. Curtis is also a Director of High River Gold Mines Ltd.

Miguel Cardozo B.Sc. (Ing.), M.Sc, PhD, President, Chief Executive Officer and Director

Dr. Cardozo is 55 years old and has over 32 years of gold and base metals experience throughout South and North America, holding senior management roles with companies such as Newmont, North Ltd. and Teck Cominco, as well as in consulting roles to Placer Dome, Minandex, Asumin, Comarsa and AurionGold. Whilst serving as Senior Geologist with Newmont between 1985 and 1995, Dr. Cardozo was responsible for the exploration program that led to the discovery of the Yanacocha gold district, Peru. He is a member of the Society of Economic Geologists, the Colegio de Ingenieros del Peru-Capitulo de Ingenieros Geologos, the Instituto de Ingenieros de Minas del Peru, and the Sociedad Geologica del Peru.

Michael J. Klessens, B.Bus., CPA, Chief Financial Officer, and Secretary

Mr. Klessens is 40 years old and has 18 years of practical financial and management experience, particularly within the resources industry. This experience has involved all areas of corporate and treasury management, project financing, feasibility studies and the establishment of systems and procedures for new mining operations. Prior to joining Equinox as its Chief Financial Officer and Secretary, Mr. Klessens worked for PacMin Mining Corporation Limited (a subsidiary of Teck Cominco) prior to its takeover by Sons of Gwalia Ltd. Mr. Klessens joined Equinox in January, 2002.

Paul Pearson B.Sc. (Hons), PhD, Vice-President, Exploration and Director

Dr. Pearson is 45 years old and has worked for over 20 years throughout Australasia and Latin America in gold and base metals exploration. Dr. Pearson has held senior technical roles, including Project Generation and Acquisition, with a number of major resource groups that includes Mount Isa Mines, North Ltd., Teck Cominco and SRK Consulting. He is a Fellow of the Australasian Institute of Mining and Metallurgy.

David Poynton, B.A., LLB., Assistant Secretary and Director

Mr. Poynton is 51 years old and is a partner with the Toronto law firm of Cassels, Brock & Blackwell LLP, which firm acts as corporate counsel to the Company. He was called to the bar in the Province of Ontario in May, 1980. Mr. Poynton was formerly a partner at Donahue and Partners LLP, an affiliated firm of Ernst & Young LLP, for the period from 1998-2002, prior to joining his current firm in November 2002.

Bruce W. Nisbet, B.Sc. (Hons), Ph.D., Director

Dr. Nisbet is 58 years old and has 30 years experience in exploration for a variety of commodities, with a number of Australian and international mining companies. He was jointly awarded "Prospector of the Year" in 1994 by the Association of Mining and Exploration in Australia, with Mr. Craig Williams. Dr. Nisbet is author of numerous publications and is a member of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Geological Society of Australia. Dr. Nisbet was appointed to the board of Equinox Resources on June 29, 1993, having co-founded the company with Mr. Williams.

Ing. Augusto Baertl B.(Ing.), Director

Ing. Baertl is 61 years old and is a Mining Engineer who has held a number of Senior Positions with national and international mining companies in Peru. He served as Mine Manager, President and CEO of Compania Minera Milpo, one of Peru's largest mining companies, from 1967 to 1996. From 1997 to 2002, Ing. Baertl served as President and Executive Chairman of Compania Minera Antamina and oversaw the exploration, feasibility and startup of the project. He is a member of the American Institute of Mining Metallurgical and Petroleum Engineers (AIME), the Instituto de Ingenieros de Minas del Peru and the Colegio de Ingenieros del Peru- Capitulo de Minas.

FINANCIAL INFORMATION

Alturas

The following table presents a summary of the consolidated historical and operating data of Alturas for the year ended December 31, 2004, and for the nine months ended Septemeber 30, 2005.

Nine Months Ended         Year Ended
                               September 30, 2005  December 31, 2004
                                       (unaudited)          (audited)
                                   (US$ thousands)    (US$ thousands)
                                   ---------------    ---------------

Net income (loss)                          (1,123)            (1,412)
Cash and cash equivalents                     104                 43
Total assets                                  360                 59
Working capital                              (339)               (22)
Shareholder's equity                          (88)                (6)

ILM

The following table presents a summary of the consolidated historical and operating data of ILM for the year ended September 30, 2005 and for the three month period ended December 31, 2005.

Three Months Ended          Year Ended
                               December 31, 2005  September 30, 2005
                                      (unaudited)           (audited)
                                 (CDN$ thousands)    (CDN$ thousands)
                                 ----------------    ----------------

Net income (loss)                            (21)                (23)
Cash and cash equivalents                    340                 392
Total assets                                 701                 744
Working capital                              306                 328
Shareholder's equity                         666                 679

RELATED PARTIES

Dr. Laurence Curtis, a director of ILM and therefore a related party of ILM, will be directly or indirectly issued securities of ILM pursuant to the RTO, which issuance constitutes a "related party transaction" within the definition of applicable securities laws. The Company expects that it will be eligible for certain exemptions to the formal valuation and shareholder approval requirements under Exchange policies and applicable securities laws.

FORWARD-LOOKING STATEMENTS

Some statements herein are forward-looking statements. These statements address future events and conditions and, as such, involve inherent risks and uncertainties. Actual results could be significantly different from those anticipated in the forward-looking statements, and therefore readers should not place undue reliance on the forward-looking statements.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular 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 ILM should be considered highly speculative.

All information in this press release relating to Alturas was furnished by Alturas. ILM is not responsible for the accuracy or completeness of any such information.

Shares Outstanding: 16,300,000

The TSX Venture Exchange has in no way passed upon the merits of t he proposed transaction and has neither approved nor disapproved the c ontents of this press release.

Iron Lake Minerals Inc. (NEX BOARD:ILM.H)