Solid signs letter of intent with Bearing Gold Resources and enters into financial advisory services agreement



    TSXV: SRW
    FRANKFURT: A0BLQQ

    EDMONTON, July 22 /CNW/ - Further to a news release of July 8, 2008,
Solid Resources Ltd. ("Solid" or the "Company") announced today that it has
entered into a non-binding Letter of Intent ("LOI") 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. The resulting
LOI provides that:

    
    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, Garnet Harter has
stepped down as Interim President and CEO and Mr. Trent Sullivan, President of
Bearing Gold has been 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. Mr. Sullivan is to receive $6000 per
month for his services. Further, Mr. Sullivan is entitled to a one time
signing bonus equal to one month's salary and options to acquire 150,000
common shares at a price of $0.24 per common share.
    Mr. Sullivan has provided an undertaking to Solid to resign if requested
to do so by the Board of Directors. The Independent Committee will continue
the due diligence and negotiation process with Bearing Gold with a view to
entering into the Definitive Agreement without any input from or the
involvement of Mr. Sullivan in his capacity as an officer of Solid.
    Further, Solid announced today that, subject to the approval of the TSX
Venture Exchange, and other applicable regulatory bodies, it has entered into
a financial advisory services agreement with Mr. Roderick Christie pursuant to
which Mr. Christie will provide capital raising advisory services. In
consideration of such services, Mr. Christie is to receive a success fee equal
to 10% of the transaction value arranged by him during the term of his
engagement.

    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 the Special
Committee), (416) 230-9973, rdfrost@rdfcompanies.com

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Solid Resources Ltd.

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