Solid to recommence trading on December 20th, 2007

    Solid sets March 5, 2008 for next annual and special meeting of

    EDMONTON, Dec. 20 /CNW/ - Trading in the common shares of Solid Resources
Ltd. ("Solid" or the "Company") was halted on June 14, 2007, pending
clarification by the Exchange of the role and involvement of Alvin Harter in
the Company's affairs. The Exchange sought this clarification as Alvin Harter
executed, on June 11, 2007, a Settlement Agreement with the Alberta Securities
Commission (the "ASC").
    As part of the Exchange's review of the suitability of Alvin Harter's
involvement in the Company's affairs, it identified that certain internal
controls and corporate governance procedures were not appropriate or
sufficient. The Exchange also noted that the Company was not in compliance
with Exchange requirements by failing to 1) disclose the fact that Alvin
Harter remained involved in the Company's affairs as a senior mining
consultant after it press released his resignation as an officer and director
on February 22, 2007, 2) disclose all remuneration and expense reimbursements
paid to each of the officers and directors of the Company on a quarterly
basis, 3) provide complete disclosure of the terms of its financing completed
with Solid Resources No.1 Limited Partnership ("SRLP") in December of 2006,
and 4) obtain the required Exchange approval for the potential future issuance
of securities to SRLP.
    As a result of these contraventions of Exchange requirements, the Company
has been placed on notice to comply with all TSX Venture Exchange
requirements. Any further violations of Exchange requirements may result in
action being initiated by the Exchange against the Company and its management,
officers, and/or directors.
    As part of its review of the issues raised by the Exchange and the
implementation of new corporate governance procedures and policies, the new
independent directors of the Company (being R. Derek Frost and Gary F. Kissack
who joined the Board of Directors on February 15, 2007 and April 24, 2007,
respectively) believe that these contraventions of Exchange requirements were
unintentional and were due primarily to failure by management to obtain
appropriate and formal advice from its professional advisors and the lack of
corporate governance experience of its Board members at the time of these
contraventions. The Board of Directors believes that the implementation of its
enhanced internal control procedures and formal corporate governance regime
described in this news release should address the issues which have been
raised during this review.
    Prior to trading in the Company's common shares being reinstated, the
Exchange has required that the Company issue this press release which:

      -  describes the restricted nature of the services which Alvin Harter
         is permitted to provide to the Company, and the terms and conditions
         on which those services will be provided;

      -  clarifies past public disclosure regarding the terms of the
         Company's financing transaction with SRLP in December 2006,

      -  clarifies past public disclosure regarding the remuneration and
         expense reimbursements paid to certain of the Company's officers and
         directors; and

      -  describes the Company's improved Corporate Governance policies and

    The Company's common shares will be reinstated to trading at the opening
of trading on December 20, 2007.

    TSX Venture Exchange Matters

    1. ASC Settlement Agreement

    Mr. Harter is the former President and CEO of the Company, its founder,
and one of its principal shareholders and creditors. The June 11, 2007
Settlement Agreement related to allegations that Pride Resources Ltd.
("Pride"), the Company, Alvin Harter, Daniel Edwin Stewart, Jim Kratchkowski,
Tracey Lee Kroeker and Susan Amelia Sanford violated Alberta's securities laws
through their involvement in the illegal distribution and unregistered trading
of securities of Pride and/or Solid during the period November 2001 to July
2003. Under the Settlement Agreement with the ASC, Alvin Harter agreed to the

      -  to pay to the ASC $45,000 in settlement fees and costs;

      -  to refrain from trading in or purchasing securities for a period of
         5 years, except for trades in or purchases of securities where
         Mr. Harter is the principal, and which are effected through his
         account held with a registered dealer to whom he has first provided
         a copy of the Settlement Agreement;

      -  to refrain from using any exemptions in the Alberta securities laws
         for a period of 5 years, except in respect of trades which
         constitute a control distribution (as defined in the Alberta
         securities laws) and that are effected through his account held with
         a registered dealer to whom he has first provided a copy of the
         Settlement Agreement; and

      -  to resign all positions he holds as a director and officer of any
         issuer and refrain from becoming or acting as a director or officer,
         or as both a director and officer, of any issuer for a period of 5
         years, except for issuers that are wholly owned (directly or
         indirectly) by Mr. Harter or by Mr. Harter with another member (or
         members) of his immediate family.

    Pursuant to the terms of the Settlement Agreement, the Company also
agreed to pay the ASC $20,000 in settlement fees and costs.
    The circumstances which led to the ASC Hearing and the full text of the
Settlement Agreement may be reviewed at, the
web-site of the ASC.
    The Exchange has accepted the involvement of Alvin Harter in the
Company's affairs under an October 11, 2007 Consulting Services Agreement (the
"Harter Agreement") between the Company, Harter Mining Consultants Ltd. (a
company wholly owned and operated by Alvin Harter) and Mr. Harter.
    Pursuant to the Harter Agreement, Mr. Harter will provide technical
advice to the Company with respect to the exploration and commercialization of
the Company's mining properties. Alvin Harter will be remunerated at the rate
of $500 per day. Mr. Harter is not permitted to have any signing authority
with respect to the Company, be involved in strategic decision-making
functions, or attend Board of Directors' meetings other than to update the
Board with respect to the services he provides under the Harter Agreement. The
Harter Agreement may be reviewed at

    2. Clarification of Past Public Disclosure

    a. Involvement of Alvin Harter

    The Company stated in a February 22, 2007 news release that Alvin Harter
had resigned his positions as President, CEO and director, at the Company's
February 15, 2007 Annual General Meeting. On February 15, 2007, the Board of
Directors approved a verbal arrangement with Alvin Harter whereby he would be
retained as a senior mining consultant, as Mr. Harter's experience as the
founder and former President and CEO of the Company is a valuable resource to
the Company. As a senior mining consultant, Alvin Harter continued to receive
his monthly remuneration of $12,000.
    Although the role of Mr. Harter as a senior mining consultant to the
Company after his resignation in February 2007 was disclosed on the Company's
web-site, the Company failed to make any public disclosure of the ongoing role
and responsibility held by Alvin Harter. In light of the restrictions imposed
against Mr. Harter by the ASC in the June 11, 2007 Settlement Agreement, the
Company agreed with the Exchange to voluntarily put Mr. Harter's consulting
arrangement in abeyance until completion of the Exchange's review.
    Although the Company had removed Mr. Harter as an authorized signatory on
behalf of the Company at the time of his resignation, Mr. Harter continued to
be an authorized co-signing officer on the Company's bank account from
February 15, 2007 until June 21, 2007. The other authorized co-signing
officers on the Company's bank account during this period were the Company's
sole employees, Garnet Harter and Lucie Doolaege, family members of Alvin
    Mr. Harter was formally removed as a co-signing authority on the
Company's bank account on June 21, 2007.
    Although Mr. Harter remained a co-signing officer on the Company's bank
account during this period, subsequent to his resignation he was not at any
time authorized by the Board of Directors to determine whether any cheques
could be issued by the Company. This responsibility was held by Garnet Harter.
The new independent directors of the Company have reviewed all expenditures
made by the Company from February 15, 2007 to June 21, 2007 and no
inappropriate payments appear to have been made.
    The Company continues to require two signatures on each cheque issued by
the Company. The authorized signatories are Garnet Harter, Leonard Trump and
Lucie Doolaege.

    b. Private Placement with SRLP

    On February 22, 2007, the Company issued a press release announcing the
closing of a private placement funding arrangement with SRLP. Per the request
of the Exchange, the Company wishes to clarify the terms of this transaction:
    Under this transaction which was effected pursuant to the terms of a
Funding and Revenue Sharing Agreement, completed as of December 31, 2006, SRLP
agreed to reimburse the Company for previously incurred expenses, up to a
value of $3,500,000 (the "Solid Expenses"), in exchange for which SRLP
acquired a 10% share (the "SRLP Revenue Allocation") of the Company's gross
revenues for a period of up to a maximum of 10 years.
    Under certain conditions, both SRLP and the Company can terminate the
SRLP Revenue Allocation, which will require the Company to make a settlement
payment to SRLP. This payment can be made, at the option of the Company, by
certified cheque or by the issuance of common shares, or a combination of
cheque and common shares. The price at which these common shares would be
issued will be equal to the market value of the common shares at the time the
SRLP Agreement is terminated.
    At the present time, the Company has not made any allocations or payments
under the SRLP Revenue Allocation, nor has it issued any common shares under
this arrangement. The Company has, however, applied to the Exchange for
conditional listing approval of the common shares issuable to SRLP in the
event the Company elects to make the settlement payment, in whole or in part,
in common shares of the Company. The maximum number of common shares that may
be issued under the SRLP arrangement is 10% of the number of issued and
outstanding common shares of the Company at the time the settlement payment is
    SRLP reimbursed the Company for the Solid Expenses through the payment of
cash proceeds of $874,800 and the assignment to the Company of $2,624,400 in
promissory notes. The proceeds represented by the promissory notes are to be
paid to Solid commencing in 2011 and ending in 2015. However, as the repayment
of the promissory notes is tied to the Company's gross revenues, and the
Company is in a pre-revenue phase of operations, the Company's auditors have
designated these notes as "impaired" or unlikely to be collected.
    SRLP is arm's length to Solid and its directors and officers. RDF Capital
Management Inc., a company controlled by R. Derek Frost, received $175,000
(representing 5% of the gross proceeds) from Solid as compensation and
reimbursement of expenses for its role in introducing the opportunity to
Solid. Mr. Frost is currently a Director of Solid but was not at the time of
the transaction.
    The net cash proceeds received by the Company from the SRLP transaction
totaled $350,000. These proceeds were allocated to general and administrative
expenses such as salaries, consulting fees, legal and accounting fees, etc.

    c. Compensation of Directors and Officers Since January 1, 2006

    The Company failed to comply with the disclosure requirements set out in
Section 16.7(a)(ii) of TSXV Policy 3.1 as it did not disclose the amount of
compensation paid to each of the officers and directors of the Company, on a
quarterly basis. This disclosure was only presented on an aggregate basis in
two categories, personnel costs and consulting fees, in the Company's interim
and annual MD&A. Further, in its annual disclosure of executive compensation
the Company disclosed only the salary paid, and stock options granted, to
Alvin Harter and Imran Ally, the former Controller of the Company who held
that position from June 2004 to April 2006.
    Per the request of the Exchange, the Company wishes to clarify the
remuneration and expense reimbursements paid to its current directors,
officers, employees and consultants from January 1, 2006 to September 1, 2007.
The following table does not set out stock based compensation, which
disclosure is contained in the Company's annual management information

                            Consulting Fees
                             from Jan. 1,
                               2006 to      Additional
    Name and Title             Sept. 1,     Compensation
    or Position             2007 (18 month   (Medical     Expenses
    with the Company            period)      benefits)  Reimbursement  Total
    Garnet Harter
    (Director, Interim
    President/CEO, CFO
    and Employee)
    (see Note 1)                $ 86,138   $   1,214   $     351   $  87,703
    Harry McKinders
    (Director and
    former Director
    of Investor
    Relations) and
    McKinders Financial
    Corp. (see Notes      Paid: $ 31,352
    1 and 3)           Arrears: $ 58,500         Nil   $   3,426   $  93,278
    Leonard Trump
    (Director) (see       Paid: $ 22,124
    Notes 1 and 2)     Arrears: $ 15,000         Nil   $   2,060   $  39,184
    R. Derek Frost
    (Director)                       Nil          Nil  $     318   $     318
    Gary Kissack
    (Director)                       Nil          Nil         Nil        Nil
    Lucie Doolaege
    (see Note 1)                $ 71,000   $    1,151  $    6,755  $  78,906
    Alvin Harter
    (Consultant and
    former Director,
    CEO and CFO),
    and Harter
    (see Note 1)                $210,000   $    1,013  $    7,504  $ 218,517


      (1) The amounts under the "Expenses Reimbursement" column in the table
          above are primarily for reimbursement of travel and entertainment
          expenses incurred by the individual on the Company's behalf.
      (2) The Consulting Agreement with Mr. Trump related to investor
          relations services he performed for the Company from May 2006 until
          the agreement was terminated in March 2007.
      (3) The Consulting Agreement with McKinders Financial Corp. related to
          investor relations services Mr. McKinders performed as Director of
          Investor Relations of the Company from July 1996. Mr. McKinders
          resigned from this position on November 22, 2007 and the agreement
          was terminated on that date.

    3. Enhanced Corporate Governance Procedures

    The Exchange identified that payments to Related Parties were being
approved without sufficient supporting documentation being in existence.
Further, it was identified that no written procedures were in place to deal
with any conflicts of interest that arose when the persons approving payments
were not at arm's length to the recipients.
    At the request of the Exchange, the Company has implemented the following
formal internal control procedures and corporate governance procedures and
      -  Compensation and Governance Committee Charter;

      -  Disclosure, Confidentiality & Trading Policy;

      -  Whistleblower Policy;

      -  Code of Business Conduct and Ethics;

      -  Nominating Committee Charter;

      -  Mandate of the Board of Directors;

      -  Position descriptions for the Board Chair; CEO, and CFO of the

    Under the Compensation and Governance Committee Charter, no payments may
be completed to Related Parties until the following has been satisfied:

      -  all Related Party Transactions shall only be conducted pursuant to
         written agreements between the Company and the Related Party;

      -  all such written agreements shall be reviewed and approved by the
         Compensation and Governance Committee;

      -  prior to the Company making any payment to a Related Party in
         respect to a Related Party Transaction or for expense
         re-imbursement, the Related Party shall submit an invoice to the
         Committee which substantiates the services provided or the expense
         incurred and provides a detailed calculation of the amount owing for
         the services rendered. In addition, such invoice shall contain all
         such additional information as is contemplated in the written
         agreement between the Related Party and the Company;

      -  the Company shall not make any payment pursuant to any written
         agreement with a Related Party or pursuant to an invoice issued by a
         Related Party or reimburse a Related Party for an expense incurred
         until the Compensation and Governance Committee is satisfied that
         the services rendered were in accordance with the written agreement
         with the Related Party (if applicable), furthered the legitimate
         business activities of the Company and that the amount payable with
         respect to such services or such expense are reasonable in the

      -  in the event that a request for expense reimbursement is made by a
         member of the Compensation and Governance Committee, such member
         shall not be entitled to participate in the approval process and the
         remaining two members must unanimously agree, in accordance with the
         above provisions, that the expense should be reimbursed.

    Copies of these policies and procedures may be reviewed at
    The Audit Committee will continue to comprise R. Derek Frost (Chairman),
Leonard Trump and Harry McKinders. The newly formed Compensation and
Governance Committee consists of Gary F. Kissack (Chairman), R. Derek Frost
and Leonard Trump, and the newly formed Nominating Committee consists of Gary
F. Kissack (Chairman), Leonard Trump and Garnet Harter.

    Meetings of Shareholders

    The Board of Directors has set March 5, 2008 as the date of the next
meeting of shareholders of the Company. This will be an annual general and
special meeting of shareholders of the Company. The Board of Directors intends
to hold the annual general meeting of shareholders in respect of the fiscal
year ending December 31, 2007 by no later than June 30, 2008, in order to hold
annual meetings of shareholders within more customary timelines for public
    "We are pleased that trading of Solid's common shares on the TSXV will
resume on December 20th", said Garnet Harter, interim President and CEO of the
Company. "Over the last number of months we have brought on new directors and
worked diligently with our Board, our counsel and the TSXV to address the
issues they raised in order for our stock to resume trading."

    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.

For further information:

For further information: Garnet Harter, Interim President, (780)

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Solid Resources Ltd.

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