TSX-V: ORS March 23, 2010 -Orestone Mining Corp. (“Orestone” or the “Company”) and Intuitive Exploration Inc. (“Intuitive”) announce that they have signed an arrangement agreement in respect of the previously announced proposed acquisition of Intuitive by Orestone. Under the terms of the acquisition, Orestone will acquire all of the outstanding common shares of Intuitive (“Intuitive Shares”) in exchange for common shares of Orestone (“Orestone Shares”), on the basis of one (1) Orestone Share for every one (1) Intuitive Share outstanding (the “Exchange Ratio”).
The acquisition is to be effected by way of a plan of arrangement involving a three-cornered amalgamation (the “Amalgamation”), whereby Intuitive will amalgamate with a wholly-owned subsidiary of Orestone and the resulting corporation (which will be a wholly-owned subsidiary of Orestone) will continue to carry on Intuitive’s business. Shareholders of Intuitive will receive Orestone Shares in exchange for the Intuitive Shares which they hold immediately prior to the effective date of the Amalgamation, on the basis of the Exchange Ratio. There are no stock options or share purchase warrants of Intuitive outstanding.
Completion of the Amalgamation is subject to satisfaction of a number of conditions, including receipt of the approval of the B.C. Supreme Court, the TSX Venture Exchange and the shareholders of Intuitive. It is anticipated that a meeting of the shareholders of Intuitive will be held in late April on a date to be determined (the “Intuitive Meeting”).
Additional details of the proposed acquisition will be provided in a management information circular of Intuitive in respect of the Intuitive Meeting, copies of which, together with supporting material, will be mailed to shareholders of Intuitive and filed on SEDAR under Orestone’s profile.
Based upon the number of Intuitive Shares outstanding as at March 22, 2010, if the acquisition is completed, Orestone will issue a total of 22,568,581 Orestone Shares to the shareholders of Intuitive, representing approximately 47.6% of the number of Orestone Shares outstanding.
Intuitive is a private British Columbia company that holds a 51% undivided interest in the Todd Creek mineral exploration property in the Skeena Mining Division, Stewart Gold Camp, in northwestern British Columbia, located 35 km northeast of Stewart. The Todd Creek property occurs within the favorable Hazelton Group stratigraphy and associated suites of intrusions. This geological environment hosts many large and significant mineral deposits including the Granduc, Eskay Creek, Silbak-Premier and Kerr/Sulphurets/Mitchell zones. In addition, Intuitive holds an option to acquire a 51% interest in the adjoining Funk Property which together with the Todd Creek property, cover more than 19,467 hectares.
Orestone is presently exploring three mineral properties in northern B.C and one mineral property in southern B.C. all within Quesnel Terrane, which extends from the US border to northern B.C. The Quesnel Terrane hosts numerous mines and many developing bulk tonnage Cu-Au prospects such as those on the Mt. Milligan and Kwanika properties in north-central B.C., sediment-hosted gold mineralization on the Spanish Mountain and Frasergold properties in south-central B.C. as well as gold vein deposits throughout B.C. For further information contact Gordon Richards, the President of Orestone, at (604) 940-6466 or Jim Mitchell, a director of Orestone, at 1-604-796-9418.
ON BEHALF OF THE BOARD OF DIRECTORS OF ORESTONE MINING CORP.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this News Release. This news release has been prepared by management and no regulatory authority has approved or disapproved the information contained herein.