Trinorth announces proposed reverse takeover transaction for Russo-Forest



    TORONTO, Feb. 6 /CNW/ -  Trinorth Capital Inc. (TSX:TRT) ("Trinorth") is
pleased to announce that Russo-Forest Corporation ("Russo-Forest"), one of its
investee companies, entered into a binding letter of intent yesterday that
provides for the acquisition (the "Proposed Acquisition") of all of the
outstanding shares of Russo-Forest by Nyah Resources Corp. (TSXV:NRU) ("Nyah",
or the "Corporation"). Trinorth was a founding investor in Russo-Forest in
2007. Russo-Forest has rights to harvest timberland in Russia and its goal is
to become a leading, vertically-integrated, certified supplier of value added
wood products in Russia. Russo-Forest is capitalizing on the opportunity to
harvest high value, low cost Russian timber, by converting the timber into
value added wood products that will supply end use markets in Russia, China,
Japan, Europe and North America.
    The current operations of Russo-Forest are focused on harvesting
sustainable timber in the Eastern part of the Arkhangelsk Region at the border
of the Komi Region, which is in the North West part of Russia. Russo-Forest
indirectly holds long-term leases covering approximately 290,000 hectares
(720,000 acres) of timberlands. A large percentage of the trees in this area
are spruce, pine and birch, which typically yield high quality fibre.
Russo-Forest uses existing transportation infrastructure and advanced
harvesting equipment to access and harvest these areas.
    In the Arkhangelsk Region, Russo-Forest commenced harvesting timber in
2008 and expects to steadily increase the harvesting to approximately 660,000
cubic metres per year by 2014. Russo-Forest expects to generate positive
operation cash flow in the second half of 2009.

    Terms of the Proposed Acquisition

    Russo-Forest is a private company incorporated under the laws of
Barbados. Pursuant to the Proposed Acquisition, Trinorth would exchange its
Russo-Forest shares for common shares of Nyah and Russo-Forest would become a
wholly-owned subsidiary of Nyah. The common shares of Nyah would be
consolidated on the basis of one new common share for every four old common
shares (the "Consolidation"). Nyah currently has 50,919,725 shares issued and
outstanding and approximately $1.7 million cash on hand. As a result of the
Proposed Acquisition, the Nyah will have 64,584,026 shares outstanding of
which approximately 80% will be held by the current shareholders of
Russo-Forest and approximately 20% will be held by the current Nyah
shareholders. Trinorth will hold approximately 27.6% of the outstanding common
shares of the Corporation on completion of the Proposed Acquisition.
    The Proposed Acquisition is subject to a number of conditions, including
receipt of regulatory approvals, including approval of the TSX Venture
Exchange, required shareholder approval, which may include approval by the
shareholders of Russo-Forest, satisfactory conclusion of all due diligence
investigations by Nyah, and the execution of a definitive agreement in respect
of the Proposed Acquisition. Russo-Forest has agreed to pay to Nyah a $500,000
break fee if the transaction does not close in certain circumstances. In
addition, the TSX Venture Exchange, may in its discretion require sponsorship
in connection with the Proposed Acquisition.
    Amar Bhalla is a director of the Corporation, currently holds 1,000,000
common shares of Nyah and is also a director of Trinorth. Ravi Sood currently
holds 339,300 common shares of Nyah and is a director of Trinorth.

    Management Team

    As Chairperson of the Board of Directors of Russo-Forest, Tatyana
Antonova, brings over 25 years experience in advising various governments and
institutions in Russia, ranging from municipal to federal, in such areas as
debt services and public sector procurement. Ms. Antonova holds a Masters
Degree in Economical Engineering from the University of St. Petersberg,
Russia.

    Mr. John Taggart, M.B.A., the President and Chief Executive Officer of
Russo-Forest, has over 15 years of management experience in the global
buildings material industry. Prior to his position with Russo-Forest, Mr.
Taggart worked with CanWel Building Materials Ltd., a leading building
materials company and Weyerhaeuser Company, a "Fortune 100" company, whose key
business segments were comprised of timberlands, distribution, real estate,
wood products and pulp and paper.

    Mr. Andrei Antonov, the Chief Operating Officer of Russo-Forest, holds a
Masters degree in Engineering from the Leningrad Military Institute of
Mechanical Engineering and has served for many years in the Soviet Army Corps
of Engineers. Mr. Antonov, has over 24 years experience in the "brown and
green field" project management in forestry, wood processing, construction and
oil and gas.

    Mr. William Buck, Senior Vice President, Strategic Planning & Business
Development has over 38 years of experience in the building materials
industry. Mr. Buck previously managed Weyerhaeuser's $2 billion business in
spruce lumber sales and has extensive knowledge in the global trade of lumber
and wood panels.

    Mr. Anton Rogojine, the Managing Director, Russian Operations brings over
10 years of senior management experience in forestry and wood processing
projects in Russia.

    About TriNorth

    TriNorth is a Canadian-based investment company that invests in a
diversified portfolio of companies to generate long-term capital growth for
shareholders. TriNorth takes an active interest in its investee companies from
the earliest stages, providing strategic and financial counsel, support and
direction to assist in their growth and success. TriNorth's investment
strategy includes structuring and initiating deals focused on particular
resources, themes or regions as well as launching the development of
businesses in select industries by providing assistance with the hiring of
management teams, providing seed capital and facilitating IPOs. All investment
activities of TriNorth are managed by Lawrence Asset Management Inc, a leading
Canadian alternative investment asset manager.

    Cautionary Notes

    Except for statements of historical fact contained herein, the
information in this press release constitutes "forward-looking information"
within the meaning of Canadian securities law. Such forward-looking
information may be identified by words such as "plans", "proposes",
"estimates", "intends", "expects", "believes", "may", "will" and include
without limitation, statements regarding the stated use of proceeds; plan of
operations and comparative advantages; and benefits of this investment. There
can be no assurance that such statements will prove to be accurate; actual
results and future events could differ materially from such statements.
Factors that could cause actual results to differ materially include, among
others, regulatory risks, risks inherent in foreign operations, commodity
prices, competition, and investments having no history of operations. Most of
these factors are outside the control of the Company. Investors are cautioned
not to put undue reliance on forward-looking information. Except as otherwise
required by applicable securities statutes or regulation, the Company
expressly disclaims any intent or obligation to update publicly
forward-looking information, whether as a result of new information, future
events or otherwise.


    %SEDAR: 00003606E




For further information:

For further information: (416) 362-6283, Catherine Stretch, Lawrence
Asset Management Inc., Toronto, Canada, info@lawrenceasset.com,
www.trinorthcapital.com

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