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Little Mountain Calls Special General Meeting to Approve Plan of Arrangement.


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
 -- Little Mountain Resources Ltd. (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
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 VENTURE:LIT) (www.littlemountain.ca) ("Mountain") is pleased to announce that in accordance with the terms of an interim order of the Supreme Court of British Columbia The Supreme Court of British Columbia (SCBC) is the superior trial court for the Canadian province of British Columbia. The SCBC hears civil and criminal law cases as well as appeals from the Provincial Court of British Columbia.  (the "Court"), Mountain has called a special general meeting of its shareholders (the "Meeting") for 10:00 a.m. (Pacific time) on Monday, May 9, 2005 at its head office at Suite 1250 - 800 West Pender Street, Vancouver, B.C. to approve the proposed plan of arrangement to reorganize re·or·gan·ize  
v. re·or·gan·ized, re·or·gan·iz·ing, re·or·gan·iz·es

v.tr.
To organize again or anew.

v.intr.
To undergo or effect changes in organization.
 Mountain's mineral resource and oil and gas assets as initially announced on February 3, 2005 (the "Arrangement"). A Notice of Special General Meeting and 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
 dated April 11, 2005 (together the "Circular") was mailed out to the shareholders of Mountain on April 13, 2005 and is available for review on SEDAR SEDAR System for Electronic Document Analysis and Retrieval
SEDAR Southeast Data, Assessment, and Review
 at www.sedar.com. The Circular describes the terms of the Arrangement whereby Mountain will transfer all of its interest in the West Shoot Out Prospect in northern Quebec to Starburst StarBurst - An active DBMS from IBM Almaden Research Center.  Exploration and Mining Inc., a new wholly-owned subsidiary of Mountain ("Starburst"), in exchange for $50,000 cash and 3,250,000 common shares of Starburst (the "Starburst Shares"), which Starburst Shares will be distributed to Mountain's shareholders under the Arrangement.Mountain Shareholders of record on April 1, 2005 will have the right to receive notice of and vote at the Meeting.

Under the Arrangement, Mountain shareholders will ultimately exchange their existing common shares ("Existing Shares") for a new class of common shares ("New Shares") on a one share for one share basis.In addition, those Mountain shareholders of record on May 2, 2005 (the "Distribution Record Date") will also be entitled to receive a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 share of the 3,250,000 Starburst Shares that are to be distributed to Mountain's shareholders under the Arrangement. Based on the issued shares of Mountain of 28,587,426 shares as at April 13, 2005, each Existing Share held on the Distribution Record Date will represent the right to receive approximately 0.1137 (the "Exchange Ratio") of a Starburst Share. In other words Adv. 1. in other words - otherwise stated; "in other words, we are broke"
put differently
, for approximately every 8.8 Existing Shares held as of the Distribution Record Date, a Mountain shareholder will be entitled to receive one Starburst Share, with no fractional Starburst Shares being issued.

Pursuant to an engagement letter dated March 18, 2005, Starburst has appointed Canaccord Capital Corporation, of Vancouver, B.C. ("Canaccord") as its exclusive agent to use its reasonable commercial efforts to offer for sale, by way of private placement, up to 4,500,000 Starburst units (the "Starburst Units") at a price of $0.40 per Starburst Unit for gross proceeds of up to $1,800,000 (the "Concurrent Financing"). Each Starburst Unit will consist of one common share (a "Starburst Share") and one share purchase warrant (a "Starburst Warrant") to purchase an additional common share (a "Warrant Share") for a period of 24 months at a price of $0.50 per Warrant Share during the first 9 months and $0.65 per Warrant Share during the remaining 15 months. Upon closing of the Concurrent Financing, Canaccord will be entitled to receive a commission equal to 8.0% of the gross proceeds raised (of which Canaccord may elect to be paid up to 1/2 in Starburst Units), a corporate finance fee of 75,000 Starburst Units, an administration fee of $7,500 cash and Starburst Warrants in an amount equal to 15% of the total number of Starburst Units sold. The net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 from the Concurrent Financing will be used by Starburst to fund the 2005 exploration commitment of $1,100,000 on the West Shoot Out Prospect, ongoing administrative expenses and for general working capital purposes.

Assuming that the Arrangement is approved by the Mountain shareholders and a final order of the Court, management anticipates that the 3,250,000 Starburst Shares will be distributed, as free-trading shares, to Mountain's shareholders on or about May 13, 2005. 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.
 (the "Exchange") has conditionally accepted the Starburst Shares for listing, subject to completion of the Concurrent Financing and fulfillment of the Exchange's general listing requirements Listing requirements

Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading.
.

Following the distribution of the Starburst Shares, Mountain shareholders will need to allocate the cost base of their Existing Shares prior to the Arrangement, between the New Shares and any Starburst Shares that they receive under the Arrangement, basically in proportion to the relative fair market value of such New Shares and Starburst Shares received.Shareholders should refer to the income tax disclosure in the Circular and consult with their own tax advisors regarding such allocation.

After completion of the Arrangement, existing holders of stock options and warrants in Mountain will be entitled to receive, upon exercise, one New Share of Mountain and a fraction of a share of Starburst based on the Exchange Ratio for each one Existing Share that such holder would otherwise have been entitled to receive upon exercise prior to the Arrangement. A portion of the proceeds received by Mountain from the exercise of such options or warrants will be paid to Starburst in return for the issuance of the Starburst shares.

Management believes that the Arrangement will not only facilitate separate fund-raising and exploration and development strategies for Mountain's mineral resource and oil and gas properties but also improve market recognition of the value of Mountain's assets. Shareholders should also benefit from owning shares to two well-focused exploration companies with Mountain continuing to focus on exploration and development of oil and gas properties and, in particular, the Turner Valley Turner Valley, village (1991 pop. 1,352), SW Alta., Canada, at the foot of the Rocky Mts., on the Sheep River, SW of Calgary. It is in the center of the Turner Valley oil and natural gas fields, opened in 1914. The village has sulfur and propane and pentane gas plants.  project in Alberta and Starburst focusing on exploration and development of the West Shoot Out Prospect and any other mineral resource properties that it may acquire in the future.

With the interested directors abstaining from voting, the board of directors of Mountain has unanimously approved the Arrangement and recommends that the shareholders vote in favor of the Arrangement at the Meeting.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed)

Ronald C. Davis

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.
 and Director

This news release contains 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.
 based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of failure to complete the Concurrent Financing, failure to obtain necessary regulatory, court or shareholder approvals, exploration and other risk factors beyond its control and actual results may differ materially from the expected results.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

LITTLE MOUNTAIN RESOURCES LTD. (TSX VENTURE:LIT) (BERLIN:LMQ LMQ Lloyd-Max Quantization ) (FRANKFURT:LMQ)
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Apr 15, 2005
Words:1091
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