Vancouver, BC -- January 7, 2008 -- Fury Explorations Ltd. ("FUR" or "Fury") and Golden Predator Mines, Inc. ("GPM" or "Golden Predator") are pleased to announce the signing of a letter of intent ("LOI") dated December 21, 2007 whereby the companies have agreed to merge to create Nevada's next mid-tier metals producer (the "Transaction" or "RTO").
The LOI calls for Fury to issue 2.5 of its common shares for each outstanding share of Golden Predator, which based on Golden Predator's outstanding shares1 and Fury's December 21, 2007 closing price, amounts to a total transaction value of $72.8 million (1 includes shares associated with special warrants). The Transaction will be an arm's length transaction and will likely be undertaken by way of a plan of arrangement. Dollar amounts in this press release are Canadian currency unless indicated otherwise.
Highlights of New Assets
About Golden Predator
Golden Predator Mines Inc. is a private British Columbia company which was initially created as a subsidiary of Energy Metals Corporation in 2005 to hold the gold assets acquired in the acquisition of Quincy Energy Corporation (formerly Quincy Gold Corporation). Much of Golden Predator's management team including President and CEO William M. Sheriff, COO Dr. Art Ettlinger, CFO George Lim, and VP of Metallurgical Engineering Peter Bosse held similar positions with Energy Metals. The company has an accomplished board of directors including James G.G. Watt, William B. Harris, Dave M. Cole and William M. Sheriff, all formerly directors of Energy Metals Corporation as well as Dr. Barry D. Rayment, formerly President and Director of Bema Gold Corp.
Golden Predator is a well funded minerals development company whose primary assets include the Springer tungsten mine and mill complex located in Pershing County Nevada. Springer hosts a historical resource estimate of 3.35 million tons grading 0.458% WO3 and a modern 1,300 ton per day mill. The historical resource was completed by General Electric in 1980, but is non-compliant within the definitions and standards outlined in NI43-101, has not been verified by any of FUR's or GPM's Qualified Persons, and is provided for information purposes only and as such should not be relied upon. Fury is not treating the historical estimate as current mineral resources or mineral reserves as defined in NI43-101. Golden Predator has submitted its operational permits to restart the facility and has already refurbished the grinding, flotation and filtering circuits. The Springer facility was acquired through Energy Metals Corporation, Golden Predator's former parent company by way of purchase from General Electric Corporation. General Electric invested US$71 million in the construction and commissioning of the facility, which was eventually placed on care and maintenance in 1982 when Chinese dumping of Tungsten in the US market caused prices to collapse. The tungsten market, priced as scheelite concentrate with a minimum of 65% scheelite, has recovered from a low of US$41.87 per STU (STU = short ton unit which is 1% of a short ton, or 20 pounds) in 1990 to current prices of US$170.00 per STU. The Chinese government has recently imposed export tariffs and import credits reversing years of subsidized exports lending fresh support to the price of the metal.
Golden Predator also controls the Fostung project in Ontario under a letter agreement with Breakwater Resources Ltd. (BWR-TSX). Under the letter agreement, Golden Predator has the right to earn an initial 50% interest in the Fostung project by spending $4 million over five years and can earn the remaining 50% by spending, or paying to Breakwater, an additional $2.5 million and paying for a bankable feasibility study within 15 years of the formal agreement. Fostung contains an NI43-101 compliant Inferred Resource, using a 0.125% WO3 cutoff grade, of 12.4 M tonnes at a grade of 0.213% WO3 for 58 million pounds of contained WO3 (resource based November 30, 2007 NI43-101 report prepared for GPM). A preliminary mining study by Union Carbide in 1981 considered an open pit scenario (300' depth @ 6,500 tpd) with an average waste to ore strip ratio of 2.16:1. Golden Predator intends to initiate diamond drilling on the property to expand the resource to depth and test for the potential for higher grade areas of mineralization along favorable structures as well as to define and quantify the significant molybdenum mineralization that accompanies the tungsten.
In addition to Golden Predator's significant tungsten holdings, it also has interests in 7 gold properties in Nevada and adjacent states including the Quartz Mountain project in Oregon and the Lantern, Silver Bow, Dyke Canyon, and Buena Vista projects in Nevada. Golden Predator has submitted permits for the construction of a centralized CIL-gravity gold mill to be located at the Springer complex to process high grade gold ores from the region lying within 300 miles of Springer. It is Golden Predator's business model to feed the mill with ore developed from its own properties in the area. Golden Predator has contracted Eklund Drilling Company for reverse circulation exploration drilling and is currently drilling on its projects and plans to continue drilling its more advanced gold projects throughout the coming year and beyond. Golden Predator is also diamond drilling at Springer and intends to initiate diamond drilling on several of its gold projects as well.
In October 2007, GPM agreed to acquire all of the shares of Great American Minerals Corporation ("GAM"), a private US company with significant gold, silver, vanadium and molybdenum assets. One of these assets, the Lewis property, where more than $5 million has been spent in the preceding two years, is subject to a joint venture agreement with operator Madison Minerals Inc. (MMR-TSXV). In addition, Great American Minerals holds the Hi Grade property in California, the Keystone, Treasure Mountain, Modoc, Carlin Vanadium, and Spruce Mountain Molybdenum projects in Nevada.
GPM intends to focus on its gold assets and will pursue monetization of GAM'S vanadium and molybdenum assets through divestiture with a retained royalty and equity interest. The consolidation of Great American Minerals into Golden Predator is expected to close on or before January 31, 2008.
In December 2007, GPM agreed to acquire all of the shares Gold Standard Royalty Corporation, a private Canadian company that had filed a Final Prospectus on SEDAR in connection with its planned initial public offering. The offering was cancelled upon the signing of the agreement with Golden Predator. The prime asset of Gold Standard is the portfolio of gold exploration properties and leases formerly owned by the Lyle Campbell Trust. This revenue-producing royalty portfolio, comprises in excess of 70,000 acres of mining claims in the State of Nevada. The portfolio, amongst other assets, includes claims and royalty positions covering the Pan Property, leased by Midway Gold Corp. (Measured and Indicated 18.96mm tons grading 0.019 opt containing 361,400 ounces of gold plus an additional Inferred Resource of 8.3mm tons grading 0.017 opt containing 140,600 ounces of gold as announced by Midway Gold Corp. in a news release dated April 19, 2007) (resource based on September 1, 2007 NI43-101 report prepared for Gold Standard Royalty Corp. and posted at www.sedar.com), both royalty and leases covering significant portions of the Bald Mountain property of Barrick Gold and the Tonkin Springs property leased to US Gold. In total, there are 20 property interests in the portfolio subject to 11 leases (some which cover more than one claim group) and 2 deeded royalties.
Golden Predator currently has 28,257,500 shares issued and outstanding. It also has 7,610,000 Special Warrants that will convert automatically upon completion of the RTO into one share and one warrant to purchase one share at $1.50 for one year from the date of the completion of the RTO. Golden Predator has 5,590,000 warrants outstanding to purchase one share at $1.50 for one year from the date of the completion of the RTO and 8,788,750 warrants outstanding for the purchase of one share at $3.00 for one year from the date of the completion of the RTO. Golden Predator also has 2,797,500 options outstanding at an exercise price of $1.00 per share. As a result, on a fully diluted basis, Golden Predator has 60,653,750 shares outstanding, prior to the issuance of additional shares relating to its acquisition of Great American Minerals Corporation, its acquisition of Gold Standard Royalty Corporation and the completion of a current financing.
Golden Predator is finalizing the final tranche of its recent $40 million dollar financing with all subscription forms and funds having been received. The closing of this final tranche will be no later than 9 January 2008 and will result in the issuance of an additional 2,422,500 common shares and an additional 1,211,250 warrants for the purchase of one share at $3.00 for one year from the date of the completion of the RTO. Golden Predator will also issue approximately 1,655,183 million shares to consolidate its majority ownership position (currently GPM owns 71%) in Great American Minerals Corporation, and will issue 2,050,000 shares to complete its acquisition of Gold Standard Royalty Corporation. Following completion of the pending transactions outlined above, Golden Predator will have 34,385,183 million shares issued and outstanding, along with an aggregate of 7,610,000 special warrants, 15,590,000 warrants and 2,797,500 options. On a fully diluted basis, Golden Predator will have approximately 67,992,683 million shares outstanding.
Golden Predator's un-audited financial position as of November 30, 2007 includes cash of $26,930,898, fixed assets of $9,295,269, mineral properties of $14,434,701, and shareholder's equity of $45,715,943. Golden Predator has not included the proceeds from the last tranche of financing which will add $4,845,000 dollars to its cash position.
Please see GPM's website www.goldenpredator.com for additional information on the company and its assets.
About Fury Explorations
Fury Explorations is a metals exploration and development company focused on achieving near-term silver production at its Taylor project located in eastern Nevada. Taylor hosts a modern mill and associated infrastructure in addition to a NI43-101 compliant open-pit resource of 16.8 million ounces of silver (please see the following table and FUR's press release PR2007-16, dated September 4, 2007 for more information regarding the Taylor silver resource)
Taylor Project Mineral Resource – 1.2 oz/t cut-off
Ore Tons (thousand tons)
Silver Grade (ounces/ton)
Contained Silver (ounces)
Measured (M) Mineral Resource
Indicated (Id) Mineral Resource
Inferred (If) Mineral Resource
Fury recently filed applications for both the Plan of Operations to the US Forest Service and the Water Pollution Control permit to the Nevada Division of Environmental Protection in connection with its redevelopment efforts at Taylor and is estimating mine reopening for Q1 2009.
Fury is also actively exploring two early stage projects in Mexico to complement its late stage development efforts at Taylor. The Guijoso and Magistral concessions, both located in Jalisco State have been the subject of recent drill programs. Fury has yet to receive assays from drilling at Guijoso, which hosts high grade silver in vein structures totaling 2km in combined length. Magistral, a district scale copper / gold project is the subject of an ongoing drill program being conducted and funded by JV partner, Southern Silver Exploration.
About the new Company (the "Resulting Issuer")
The merger of Fury and Golden Predator along with their subsidiaries will form a new, well financed, mid tier force in the Nevada precious and strategic metals exploration and development arena. The Resulting Issuer intends to aggressively leverage its strategic advantage of existing production facilities, revenue stream, quality properties, highly experienced and talented production and management personnel, and a strong balance sheet to create a leader in the North American mining sector. The Resulting Issuer will be headquartered in Vancouver, British Columbia. It is anticipated that the existing Golden Predator management team will lead the new company. The board of directors of the Resulting Issuer will include Golden Predator's current board as well Steve Vanry and Trevor Moss, from Fury Exploration's current board. Mr. Vanry, Fury's President and CEO, will continue with the Resulting Issuer in an active role. In addition, Ken Thorsen, a current director of Fury, will become a member of the board of technical advisors to the Resulting Issuer.
Proposed Directors and Management
James G.G. Watt -- Proposed Director; Founding Director and ex-Chairman of Energy Metals Corporation, Fellow of the Institute of Canadian Bankers and Associate of the Institute of Bankers of Scotland.
William M. Sheriff, B.S. -- Proposed Director, President & CEO; Formerly Chairman and co-founder of Energy Metals Corporation, Director of Uranium One Inc., Eurasian Minerals and Midway Gold Corp.
Barry D. Rayment, Ph.D. -- Proposed Director; President of Mining Assets Corp., Director of European Minerals Corporation, Delta Mining & Exploration Corp. and former Director and President of Bema Gold.
David M. Cole, M.S., P.Geo. -- Proposed Director; Currently President & CEO of Eurasian Minerals, formerly Director of Energy Metals Corporation.
William B. Harris, B.A., M.B.A. -- Proposed Director; Partner Solo Management Group, formerly President & CEO Hoechst Fibers Worldwide, and Executive VP and Director, Celanese Canada Inc. Former Director Energy Metals Corporation.
Steven E. Vanry, CFA, CIM -- Proposed Director; 17 years finance experience in natural resource sector. Director, President & CEO Fury Explorations since 2002, Director Cue Resources, member CFA Institute and Vancouver Society of Financial Analysts.
Trevor A. Moss, P.ENG -- Proposed Director; Over 25 years of minerals industry operations and development experience for international private and public companies. He has undertaken activities with major and junior mining companies such as Cyprus Amax, Barrick, Gabriel Resources and Tiberon Minerals, combined with contracting experience with Kvaerner E&C.
Art Ettlinger, Ph.D., P.Geo. -- Proposed COO; Over 25 years of mineral exploration experience working on gold platinum diamond, uranium and petroleum projects throughout the northern hemisphere. Formerly with Schlumberger, Chevron, Orvana, Santa Fe and Yorkton Securities.
Peter J. Bosse, M.S. -- Proposed VP Metallurgical Engineering; 40-years experience in metallurgy, mine management, design, engineering and construction. Formerly with Anglo American, Caraiba Metals, Wyoming Minerals, Rocky Mountain Energy, West Gold and Coastech Resources.
Ed Devenyns -- Proposed VP of Lands and Corporate Development; 9 years experience in business development and mineral land management associated with the precious metal, coal and uranium exploration/mining industry. Formerly with Santa Fe Pacific Minerals Corporation, Romarco Minerals Inc. and Metallic Ventures Gold Inc.
George Lim, CA, CGA -- Proposed CFO; Over 30 years of accounting and financial management expertise. Formerly CFO Energy Metals, former CFO of a group of companies involved in the mining industry in North and South America, Australia and Africa.
Christine Thomson -- Proposed Corporate Secretary; Over 15 years experience managing the corporate administration of public companies. For the past 10 years Ms. Thomson has worked primarily for mining companies listed on the exchange, the Toronto Stock Exchange, and the Alternative Investment Market of the London Stock Exchange.
Under the terms of the LOI, each common share or convertible security of GPM will be exchanged for 2.5 common shares or convertible securities of FUR (the "Conversion Ratio"). The exercise prices of the GPM convertible securities will be adjusted in accordance with the Conversion Ratio.
Subsequent to the acquisition of GPM, FUR is proposing to undertake a share consolidation on a one new for 2.5 old basis, and change its name to Golden Predator Mines, Inc. Post consolidation, the Resulting Issuer will have 53,278,160 shares, 26,833,720 warrants, and 4,264,501 incentive stock options issued and outstanding.
The Transaction is expected to be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). After completion of the transaction, it is expected that current FUR shareholders will own approximately 21% of the Resulting Issuer and current Golden Predator shareholders will own approximately 79% of the Resulting Issuer.
Following preparation of a fairness opinion by Fury and completion of satisfactory due diligence by both companies, Fury and GPM will prepare a joint information circular to be presented to the shareholders of Fury and GPM.
This Transaction is subject to completion of satisfactory due diligence, a definitive Arrangement Agreement, shareholder approval of FUR and GPM, approval of the British Columbia Supreme Court and receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange. No assurance can be given that any such approvals will be obtained.
Fury's exploration activities are conducted under the supervision of Mr. Ken Thorsen, who is a qualified person under NI43-101 and is responsible for the technical information in this news release relating to Fury. GPM's exploration activities are conducted under the supervision of Dr. Art Ettlinger, who is a qualified person under NI43-101 and is responsible for the technical information in this news release relating to GPM.
FURY EXPLORATIONS LTD.
Steve Vanry, CFA
President & CEO
GOLDEN PREDATOR MINES, INC.
William M. Sheriff
President & CEO
Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance, disinterested Shareholder approval, completion of satisfactory due diligence, a definitive Arrangement Agreement and approval of the British Columbia Supreme Court. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Fury Explorations Ltd. should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Forward-Looking Statements: Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the corporations' periodic filings with Canadian Securities Regulators. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. Statements in this press release other than purely historical information, including statements relating to the company's future plans and objectives or expected results, constitute forward-looking statements. Forward looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the company's business, including risks inherent in mineral exploration and development. The company does not assume the obligation to update any forward-looking statement.