Solid Resources in business combination negotiations with Bearing Gold Resources



    TSXV: SRW
    FRANKFURT: A0BLQQ

    EDMONTON, July 8 /CNW/ - Solid Resources Ltd. ("Solid" or the "Company")
announced today that it is in discussions and negotiations with Bearing Gold
Resources Corp. ("Bearing Gold"), a private, junior mineral resource company
engaged in the exploration, evaluation and acquisition of mineral properties,
relating to the proposed combination of the companies' respective businesses
(the "Transaction"). Bearing Gold's assets include an Option Agreement to have
the right to earn a 90% interest on two concessions in the Frontino area of
Columbia, prospective for Gold, Silver and Copper. Also Bearing Gold has a
100% working interest in three mineral claims in the North West Territories
approximately 110 kilometers NE of Yellowknife, prospective for Silver, Lead
and Zinc.
    On May 5, 2008 a special committee of Independent Directors (the "Special
Committee") consisting of Gary Kissack, Derek Frost and Leonard Trump was
struck to investigate a potential Transaction with Bearing Gold. Although the
parties have not finalized the terms and conditions of a non-binding Letter of
Intent ("LOI") relating to the proposed Transaction, it is anticipated that
the material terms will provide as follows:

    
        a)  Solid and Bearing Gold will investigate the combination of their
            respective businesses through a transaction (the "Transaction")
            involving: (i) the acquisition of all of the issued and
            outstanding shares of Bearing Gold, (ii) the acquisition of all
            of the assets and assumption of certain liabilities of Bearing
            Gold, or (iii) another transaction which will give effect to the
            intention of the parties. The completion of the Transaction is
            subject to the negotiation and execution of a definitive
            transaction agreement ("Definitive Agreement"), the approval of
            the TSX Venture Exchange, and other applicable regulatory bodies
            if required.

    b)      The Bearing Gold Shareholders will receive an aggregate of up to
            10,000,000 common shares of Solid Resources as consideration for
            all of the issued and outstanding shares of Bearing Gold at a
            price per share to be mutually agreed upon by the parties (the
            "Solid Consideration Shares"), subject to the applicable law and
            rules of the TSX Venture Exchange. Solid anticipates that the
            Solid Consideration Shares will be subject to certain private
            escrow provisions. Such escrow provisions will be in addition to
            escrow provisions imposed by the TSX Venture Exchange (if any).
    

    In anticipation of the closing of the Transaction, upon execution of the
LOI it is proposed that Garnet Harter will step down as Interim President and
CEO and Mr. Trent Sullivan, President of Bearing Gold, will be appointed,
subject to the approval of the TSX Venture Exchange, as Interim President and
CEO of Solid. Mr. Harter will continue to serve the Company in another
capacity.
    It is proposed to be a condition to execution of the LOI that 
Mr. Sullivan provide an undertaking to Solid and the TSX Venture Exchange to
resign if requested to do so by the Board of Directors or the Exchange. The
Independent Committee will continue the due diligence and negotiation process
with Bearing Gold with a view to entering into a binding Definitive Agreement,
without any input from or the involvement of Mr. Sullivan in his capacity as
an officer of Solid.

    -------------------------------------------------------------------------
    Certain statements contained in this press release, including statements
which are related to exploration activity and future prospects and
profitability and which may contain words such as "could", "should", "expect",
"believe", "will" and similar expressions and statements relating to matters
that are not historical facts are forward-looking statements. Such
forward-looking statements involve known and unknown risks and uncertainties
which may cause the actual results, performances and/or achievements of Solid
to be materially different from any future results, performances or
achievements expressed or implied by such forward-looking statements. Such
factors include fluctuations in the market conditions and prices of tantalum,
lithium, tin, silver and other metals and related products and services;
competition; political and economic conditions in countries in which Solid
does business; changes in laws and regulations, including environmental
regulations, to which Solid is subject, and other factors which are described
in further detail in Solid's filings with the Canadian Securities Regulators.

    THE TSX VENTURE EXCHANGE HAS NOT REVIEWED OR APPROVED THIS PRESS RELEASE,
    AND THE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE
    ACCURACY OF THIS RELEASE.

    COMPLETION OF THE TRANSACTON IS SUBJECT TO A NUMBER OF CONDITIONS,
    INCLUDING BUT NOT LIMITED TO TSX VENTURE EXCHANGE ACCEPTANCE. THERE ARE
    NO ASSURANCES THAT THE TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT
    ALL.





For further information:

For further information: R. Derek Frost (Member of Special Committee),
(416) 230-9973, rdfrost@rdfcompanies.com

Organization Profile

Solid Resources Ltd.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890