Silver Bear Announces Strategic Partnership with Alfa Group Consortium



    TORONTO, June 13 /CNW/ - Silver Bear Resources Inc. ("Silver Bear" or the
"Company") (TSX:SBR) is pleased to announce that it has entered into a
strategic partnership with the Alfa Group Consortium (the "Alfa Group"), one
of Russia's largest privately-owned financial/industrial conglomerates,
pursuant to which a subsidiary of the Alfa Group proposes to acquire
approximately 19.5% of the common shares of Silver Bear, with a value in
excess of $20 million. The transaction is subject to the approval of the
Toronto Stock Exchange (the "TSX") and the fulfillment of certain customary
conditions.
    "The proposed partnership with Alfa Group is exciting for Silver Bear,"
said Mr. Randall Oliphant, President and Chief Executive Officer of Silver
Bear. "Alfa Group brings expertise, experience and the long-standing
relationships it has fostered with key players in Russia to our Company. We
see this investment as a vote of confidence in what we have achieved in Russia
to date and we expect that this partnership will accelerate Silver Bear's
growth and development in Russia."
    The strategic partnership is intended to introduce Silver Bear to new
opportunities in the mining sector, which will grow fundamental value and
increase the market capitalization of the Company, while ensuring long-term
stability and appreciation of its mining projects in the Russian Federation.
    Details of the acquisition of the Common Shares are as follows:

    
    1.  The Alfa Group, through its indirect wholly-owned subsidiary Impetra
        Ltd. ("Impetra") expects to acquire in the market, today,
        approximately 5.9 million Common Shares of Silver Bear.

    2.  Impetra has entered into a subscription agreement with Silver Bear
        pursuant to which it has agreed to subscribe for approximately
        1.5 million additional Common Shares from treasury at the initial
        public offering price of $3.00 per Common Share on a private
        placement basis. Together with the Common Shares acquired in the
        market, Impetra will own approximately 19.5% of Silver Bear's
        outstanding Common Shares. This proposed issuance from treasury is
        scheduled to occur once TSX approval has been obtained.
    

    The transaction was structured with the intention of providing the Alfa
Group with a significant level of ownership, while minimizing dilution to
existing Silver Bear shareholders.
    Silver Bear also wishes to announce that, subject to the approval of the
TSX, it proposes to appoint Messrs. Dominic Gualtieri and Alexei Mikhailovski
to the board of directors of Silver Bear. Mr. Gualtieri, a Canadian, brings a
wealth of financial expertise to Silver Bear, having joined Alfa-Bank, a
division of Alfa Group, in 2000 as the Head of Equities and a Managing
Director. He was previously Group Managing Director of Franklin Templeton
Asset Management in South Africa and headed Templeton's Moscow office.
Mr. Mikhailovski, who heads up the Alfa Group's gold unit, is a leader in the
Russian mining sector, having previously held the position of Managing
Director of Alrosa Investment Group.
    Alexei Mikhailovski stated that: "The strategic partnership between
Silver Bear and Alfa Group is a very exciting move which will benefit both
companies. With the investment and support of Alfa Group, I am very confident
that we will build Silver Bear into a significant silver company focused in
Russia. The Alfa Group is also looking forward to working with and tapping
into the considerable mining industry experience of Silver Bear's management
team."

    About the Alfa Group Consortium
    -------------------------------
    Founded in 1989, the Alfa Group Consortium is one of Russia's largest
privately owned financial/industrial conglomerates with assets with a market
value of approximately U.S. $32 billion. Alfa Group has interests in oil and
gas, commercial and investment banking, asset management, insurance, retail
trade, telecommunications, media and technology. The Group typically focuses
on value-oriented, longer-term opportunities, primarily in Russia, but also
invests in other markets which form part of the Group's strategic business
objectives.
    The transactions described above are expected to ultimately result in the
Alfa Group beneficially holding an aggregate of approximately 7.4 million
Common Shares of Silver Bear, representing approximately 19.5% of the number
of Common Shares which will be outstanding upon completion of the private
placement. Today's proposed purchases through the facilities of the Toronto
Stock Exchange are expected to result in the Alfa Group beneficially owning
5.9 million Common Shares, which represents 16.2% of the 36,435,569 Common
Shares issued and outstanding as of the date hereof. Alfa Group advises that
the Common Shares are being acquired for investment purposes. Alfa Group and
its joint actors may, from time to time, acquire additional securities of
Silver Bear (and intends to make the purchase of Common Shares from treasury
as described above), dispose of some or all of the existing or additional
securities they hold, or may hold, or may continue to hold their current
positions. Alfa Group will be filing a report (as contemplated by National
Instrument 62-103 - The Early Warning System and Related Takeover Bid and
Insider Reporting Issues) in connection with its acquisition of Common Shares.
Any person who wishes to obtain a copy of such report may contact David Knight
of Macleod Dixon LLP, Canadian counsel to the Alfa Group Consortium, by
telephone at (416) 203-4460.

    Silver Bear Resources Inc.
    --------------------------
    The primary business of the Company is the evaluation, acquisition,
exploration and development of silver properties in the Russian Federation.
The Company's principal asset is its 100% owned Mangazeisky Project, located
approximately 400 kilometres north of Yakutsk in the Republic of Sakha,
Yakutia in the Russian Federation.
    Silver Bear Resources Inc. is listed on the Toronto Stock Exchange and
its common shares trade under the symbol "SBR". Silver Bear currently has
36,435,569 issued and outstanding Common Shares. Other information relating to
Silver Bear is available on SEDAR at www.sedar.com as well as on the Company's
web site at www.silverbearresources.com.

    Forward-Looking Information
    ---------------------------
    This release and subsequent oral statements made by and on behalf of the
Company may contain forward-looking statements, which reflect management's
expectations with respect to the proposed transaction. Wherever possible,
words such as "intends", "expects", "scheduled", "estimates", "anticipates",
"believes" and similar expressions or statements that certain actions, events
or results "may", "could", "would", "might" or "will" be taken, occur or be
achieved, have been used to identify these forward-looking statements.
Although the forward-looking statements contained in this release reflect
management's current beliefs based upon information currently available to
management and based upon what management believes to be reasonable
assumptions, Silver Bear cannot be certain that actual results will be
consistent with these forward-looking statements. A number of factors could
cause events and achievements to differ materially from the results expressed
or implied in the forward-looking statements. Such factors include, but are
not limited to any inability of Silver Bear to obtain TSX approval for the
transaction, an inability of Alfa Group to purchase Common Shares as planned,
or an inability of Silver Bear to issue Common Shares from treasury. These
factors should be considered carefully and prospective investors should not
place undue reliance on the forward-looking statements. Forward-looking
statements necessarily involve significant known and unknown risks,
assumptions and uncertainties that may cause Silver Bear's actual results,
events, prospects and opportunities to differ materially from those expressed
or implied by such forward-looking statements. Although Silver Bear has
attempted to identify important risks and factors that could cause actual
actions, events or results to differ materially from those described in
forward-looking statements, there may be other factors and risks that cause
actions, events or results not to be as anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, prospective investors
should not place undue reliance on forward-looking statements. These
forward-looking statements are made as of the date of this release, and Silver
Bear assumes no obligation to update or revise them to reflect new events or
circumstances, unless otherwise required by law.





For further information:

For further information: Silver Bear Resources Inc., Randall Oliphant,
President and Chief Executive Officer, (416) 324-6000,
roliphant@silverbearresources.com; Brian Penny, Chief Financial Officer, (416)
324-6002, bpenny@silverbearresources.com; Julie Taylor Pantziris, Director,
Regulatory Affairs and Investor Relations, (416) 324-6015,
jtaylor@silverbearresources.com; The Alpha Group Consortium, Alexei
Mikhailovski, +7 495 967 08 02, am@unigold.ru

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SILVER BEAR RESOURCES INC.

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