Solid Resources Ltd. and Bearing Gold Resources Corp. terminate Letter of Intent

    EDMONTON, Feb. 12 /CNW/ - Further to a news release of July 22, 2008,
Solid Resources Ltd. ("Solid" or the "Company") announced today that it has
terminated the non-binding Letter of Intent ("LOI") with Bearing Gold
Resources Corp. ("Bearing Gold") which set out a proposal for a possible
merger of the two companies. Bearing Gold is a private, junior mineral
resource company engaged in the exploration, evaluation and acquisition of
mineral properties.
    A special committee of independent directors of Solid (the "Special
Committee") consisting of Gary Kissack, Derek Frost and Leonard Trump was
struck to investigate a potential transaction with Bearing Gold. After
conducting due diligence and taking into consideration current market
conditions which inhibit the companies' ability to raise the funding necessary
to complete a transaction between Solid and Bearing Gold, the companies
mutually determined not to proceed with a merger or other transaction.
    As part of the discontinuance of the Solid and Bearing Gold merger
discussions, Solid announces the following:

    -  Certain directors who have an interest in both Solid and Bearing Gold,
       being Kevin Moore and Don Thonger, have resigned from the Board of
       Directors of Solid;

    -  The Consulting Agreement with Mr. Kevin Moore has also been terminated
       and Mr. Moore has received a total of 225,000 shares of Solid as full
       and final compensation for services rendered under that contract;

    -  Trent Sullivan has resigned as Interim President of Solid;

    -  Leonard Trump has resigned from the Board of Directors of Solid and
       has received a total of 77,670 shares of Solid as full and final
       settlement of indebtedness owed to Mr. Trump in the amount of $15,534
       for services rendered for professional consulting fees prior to
       January 1, 2007.

    -  The loan in the principal amount of $75,000 advanced to Bearing Gold
       by Solid on September 29, 2008 has been forgiven and Solid's 10%
       carried interest in Bearing Gold's mining properties has been
       cancelled. As consideration for forgiveness of the loan and
       termination of such carried interest, Bearing Gold has transferred and
       assigned to Solid all of its right, title and interest in and to
       Bearing Gold's Sunset West Property, North West Territories. The
       Sunset West property comprises an 850 hectare mineral claim at Sunset
       West, N.W.T., located approximately 110 km NE of Yellowknife, N.W.T.,
       and is prospective for silver, lead and zinc.

    In connection with the foregoing arrangements:

    -  The Company has submitted to the TSX Venture Exchange a Termination
       and Release Agreement entered into among: Solid, Bearing Gold and
       certain directors, officers and shareholders of Solid which reflects
       such arrangements;

    -  Gary Kissack has also resigned from the Board of Directors of Solid;

    -  Henry Froese has been appointed to the Board of Directors of Solid as
       the replacement for Gary Kissack until the next annual meeting. Mr.
       Froese spent 17 years as a technologist for Enbridge Pipelines until
       2006 and has since been involved in commercial real estate projects,
       as well as cattle and grain farming;

    -  Derek Frost has been appointed as Chairman of the Board of Directors
       of Solid;

    -  John Goodwin, BSc, MSc, P. Geol., has been appointed Interim President
       of Solid. Mr. Goodwin has 20 years of international exploration and
       mining industry experience, is a member of the Association of
       Professional Engineers, Geologists and Geophysicists of Alberta
       (APEGGA), and is a "qualified person" under National Instrument 43-

    -  As a result of the resignations and appointments mentioned above, the
       Board of Directors consists of Harry McKinders, Garnet Harter, R.
       Derek Frost and Henry Froese;

    -  Until the Company's next annual meeting of shareholders, the Audit
       Committee will be comprised of Derek Frost, Henry Froese and Harry
       McKinders; and

    -  Solid will seek to fill the vacancies left on the Board of Directors
       at its next annual meeting with independent directors, following which
       various committees of the Board will be reconstituted, including the
       Audit Committee. The next annual meeting is tentatively scheduled for
       April 15th, 2009.

    Solid is continuing its efforts to seek financing, joint venture or other
commercial arrangements for the exploration and development of its current
portfolio of properties, as well as potential merger and/or acquisition

    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.


For further information:

For further information: R. Derek Frost (Chairman), (416) 230-9973,

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