VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - March 13, 2007) - Dynasty Gold Corp. (TSX VENTURE:
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News; FRANKFURT:
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News; "Dynasty" or the "Company") is pleased to announce that the company has signed a Letter of Intent to enter into a friendly merger with Buffalo Gold Ltd. (TSX VENTURE:
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News; OTCBB:
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News; FRANKFURT:
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News). Under the agreement, Buffalo will acquire all of the outstanding securities of Dynasty in exchange for common shares and common share purchase warrants and options of Buffalo (the "Transaction"). Dynasty is a Vancouver-based publicly traded gold exploration company with three highly prospective projects in Northwest China.
Highlights of the Transaction
Under the terms of the Transaction, shareholders of Dynasty will receive one common share of Buffalo in exchange for each 4.5 Dynasty common shares, common share purchase warrants or options which they hold immediately prior to the effective date of the merger. This represents an approximate 29% premium on Dynasty shares. Following completion of the transaction, Dynasty shareholders will hold an approximately 19.3% equity ownership in the merged company.
"This merger represents an excellent opportunity for Dynasty and its shareholders to become part of a larger, diverse entity with exceptional growth potential, while still participating in the development of Dynasty's outstanding suite of properties," commented Dynasty's Chair of the Board Tookie Angus.
Completion of the Transaction is subject to satisfaction of a number of conditions, including, but not limited to, completion of due diligence and the receipt of all required approvals, including approval of the Toronto Stock Exchange, the TSX Venture Exchange, and of the shareholders of Dynasty. There can be no assurance that the Transaction will be completed as proposed or at all. It is intended that a meeting of the shareholders of Dynasty will be held as soon as possible to approve the transaction and it is anticipated that this meeting will be held by the second calendar quarter of 2007. Under certain circumstances, a termination fee will be payable if the Transaction is not completed.
Buffalo intends to continue the operations of Dynasty including the employment of Dynasty's geological team, and in cooperation with all of the current exploration and joint venture partners.
As at March 12, 2007, approximately 68,279,160 common shares of Dynasty were outstanding. Upon completion of the Transaction, assuming the exercise in full of all Dynasty options and warrants, Buffalo will issue approximately 15,173,146 common shares to the Dynasty shareholders. An aggregate of 63,466,878 Buffalo common shares are issued and outstanding as at the date of this news release, which includes the 17,000,000 shares issued March 12th, 2007 and escrowed for 18th months as part of the Mt. Kare earn-in agreement.
About Buffalo Gold Ltd.
Buffalo Gold Ltd., headquartered in Vancouver, Canada is actively engaged in exploring and developing mineral properties in Australasia. For detailed information on Buffalo Gold Ltd. please refer to the company website, www.buffalogold.ca.
Buffalo's management is dedicated to maximizing shareholder value through growth strategies that emphasize careful opportunity assessment and vigilant project management. Buffalo blends a strong managerial team combined with experienced and innovative geologists. The Company targets early stage prospects through to advanced deposits with defined resources. Buffalo flagship project is the Mt. Kare gold property in Papua New Guinea. Buffalo has an option to acquire up to a 90% interest in the Mt. Kare property, which has known resources of:
- 1,100,000 oz gold in Indicated Resources (14.68 million tonnes at 2.36 g/t gold and 33.7 g/t silver)
- 700,000 oz gold in Inferred Resources (10.85 million tonnes at 1.98 g/t gold and 22.7 g/t silver)
(Estimates based on a block-model cut-off grade of 1.0 g/t Au-equivalent with the cutting off of high grade Au assays at 30 g/t. Verified by Snowden Mining Industry Consultants, March 2006. See Buffalo Gold News release June 26th, 2006.)
An extensive work program and a Type 2 preliminary economic feasibility study are underway at Mt. Kare.
Buffalo is also exploring a highly prospective portfolio of properties in Australia which include targets for gold, uranium and nickel.
For more information on Dynasty Gold Corp., please refer to the website: www.dynastygoldcorp.com.
ON BEHALF OF THE BOARD OF DYNASTY GOLD CORP.
R. Stuart (Tookie) Angus, Chair
This press release contains certain "forward-looking statements" that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.