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Northern Empire Minerals Ltd. and Stornoway Ventures Ltd.: BHP Billiton To Purchase 20% Interest in Aviat Joint Venture.


Business Editors

VANCOUVER, British Columbia--(BUSINESS WIRE)--May 29, 2003

Empire and Stornoway Waive Right of First Refusal Right of First Refusal

In general, the right of a person or company to purchase something before the offering is made available to others.

Notes:
For example, a football team may have the right of first refusal on a player's contract.
 

Northern Empire Minerals Ltd. (NEM) and Stornoway Ventures Ltd. (SWV SWV Sisters With Voices (Singing Group)
SWV Sisters With Voices (R&B Group)
SWV Something Weird Video (DVD supplier)
SWV Square Wave Voltammetry
) announce that, further to their joint press release of May 5th, they have come to an agreement with BHP Billiton BHP Billiton is the world's largest mining company.[1] Its origin is in the 2001 merger of Australia's Broken Hill Proprietary Company (BHP) and the UK's Billiton, which has a South African background. The result is a dual-listed company.  Diamonds Inc ("BHPB") to waive their respective rights of first refusal with regards to the sale of Hunter Exploration Group's ("Hunter") minority, 20% participating interests in the Aviat Project to BHPB. BHPB brings a wealth of northern diamond exploration and operating experience, including the successful development of Ekati, Canada's first diamond mine. Their high level of interest and willingness to make a minority investment in the Aviat Project at this early stage is a strong endorsement of the Project's potential.

As previously announced, BHPB agreed to purchase the following interests in the Aviat Joint Venture from Hunter for $7,125,000 Cdn in cash:

-- (a) a 20% fully participating interest in the Aviat North,

Aviat South, Foxe, Tuktu and Lyon properties (the "Aviat

Properties"); and

-- (b) marketing rights to the 10% carried interest retained by

Hunter in the Aviat Properties.

Under the agreement with NEM and SWV, BHPB has agreed to, among other things, the following in exchange for NEM and SWV waiving their rights of first refusal:

-- BHPB has agreed to standstill agreements Standstill agreement

Contract by which the bidding firm in a takeover attempt agrees to limit its holdings of another firm.


standstill agreement 
 under which BHPB

agrees not to take certain specified actions to acquire or

otherwise take control of NEM or SWV for a period of four

years. This restriction terminates in certain specified

events, including a third party making an offer for either

company.

-- BHPB will pay 100% of the collection and processing costs of

the first 200 tonnes of kimberlite kimberlite: see diamond.
kimberlite
 or blue ground

Dark, heavy, often fragmented igneous rock that may contain diamonds in the rock matrix.
 bulk samples taken from the

Aviat Properties.

-- BHPB, with Hunter's agreement, will waive the provision in the

Aviat and Aviat Regional option agreements requiring NEM and

SWV to incur a total of $4 million in exploration expenditures

to exercise such options. Upon BHPB purchasing the 20%

interest in the Aviat Properties from Hunter, NEM and SWV will

have been deemed to have earned their collective 70% interest

in the Aviat Project and the Aviat Joint Venture will be

formed.

In addition, Hunter has agreed to an amendment to the joint venture agreement that will govern the Aviat North and Aviat South properties under which Hunter foregoes 90% of the proceeds attributable to its retained 10% interest in the Aviat North and Aviat South properties until all other parties have been reimbursed for their exploration, development and mine construction costs.

Aviat represents one of Canada's largest diamond exploration projects and was established as a joint venture between Northern Empire, Stornoway and Hunter in 2002 to explore the Melville Peninsula Melville Peninsula, 24,156 sq mi (62,564 sq km), c.250 mi (400 km) long and from 70 to 135 mi (113–217 km) wide, Nunavut, Canada, between the Gulf of Bothnia and Foxe Basin, and separated from Baffin Island to the N by the Fury and Hecla Strait; it is joined to  region of Nunavut for diamonds. The partners are optimistic op·ti·mist  
n.
1. One who usually expects a favorable outcome.

2. A believer in philosophical optimism.



op
 that exploration at Aviat may result in the discovery of an entirely new kimberlite field and welcome the opportunity to work closely with BHPB to realize this objective.

On May 20,2003 Stornoway and Northern Empire announced that they have entered into an agreement to combine their respective businesses. If successful, the combined company will hold a 70% majority interest in the Aviat Project and varying interests in more than 11 million acres of prospective diamond holdings across Canada Across Canada was an afternoon program that formerly aired on The Weather Network. The segment ran from early 1999 until mid 2002. The show ran from 3:00PM ET until 7:00 PM ET. .

On behalf of the Board

NORTHERN EMPIRE MINERALS LTD.

D. Bruce McLeod The Very Reverend N. Bruce McLeod (1930 - ) is a former Moderator of the United Church of Canada (1974-77), President of the Canadian Council of Churches and minister of, inter alia, Westdale United Church in Hamilton and Bloor Street United Church in Toronto. , P. Eng P. ENG Professional Engineer
P. ENG process engineer
, Vice President

On behalf of the Board

STORNOWAY VENTURES LTD.

Eira M. Thomas, Chief Executive Officer

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.
 has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
COPYRIGHT 2003 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2003, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:May 29, 2003
Words:588
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