JOINT NEWS RELEASE
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TSX
Venture Symbol: DSR
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Selkirk
Metals and Doublestar Resources to Merge to Accelerate
Development
of their Flagship Ruddock Creek Property
March 1, 2007
- Vancouver, British Columbia – Selkirk Metals Corp. (“Selkirk”) (TSX-V: SLK) and Doublestar
Resources Ltd. (“Doublestar”)
(TSX-V: DSR), joint venture partners since 2004 in the Ruddock Creek zinc-lead
property 100 kilometers north of Revelstoke, announce today that they have executed a binding letter of
intent intended to merge their businesses. The combined assets of both companies,
should the merger proceed as currently planned, would result in approximately
$14 million in current assets and a strong suite of B.C base metal mineral
projects.
The merger is expected to proceed based on a court-approved
plan of arrangement under the British
Columbia Business
Corporations Act (the “Transaction”).
Under the terms of the Transaction, it is proposed that each
existing Class “A” share of Doublestar will be exchanged for
one-half of one common share of Selkirk. In addition, all existing warrants of
Doublestar and the outstanding stock options of Doublestar held by certain
employees will be exchanged for economically equivalent warrants and options of
Selkirk, based upon the same exchange ratio described above.
Gordon
Keevil, President of Selkirk, stated, “This transaction, which is
financially positive to Selkirk, will consolidate the working interest in the
Ruddock Creek Property putting Selkirk in a much stronger position to advance
its exploration and ultimate development. Furthermore, Selkirk looks forward to
the addition of Doublestar’s excellent portfolio of properties, which
will enhance our already strong and diverse property base. We will continue to
aggressively advance all of these properties to create greater value for our
shareholders, including those we are inheriting from Doublestar through this
transaction. We are also looking forward to working on an ongoing basis with
the management of Doublestar to achieve the best possible results on behalf of
the shareholders of both Selkirk and Doublestar.”
Alan Savage, Chief Executive Officer of Doublestar,
said, “Doublestar’s board of directors fully supports the Selkirk
proposal. This transaction can effect enhanced shareholder value for both
companies by placing the world-class potential of the Ruddock Creek zinc-lead
deposit under one roof. In addition, the combination of Doublestar’s
other resource assets, including the large Catface copper deposit, with those
of Selkirk will create one of the strongest base metal mineral deposit
portfolios in British Columbia.
We are extremely optimistic for a positive outcome for shareholder value based
on this transaction, and I look forward to working with the board of directors
of Selkirk in that regard.”
Completion of the Transaction, which is expected to occur in
late June 2007, is subject to a number of conditions, including:
(a) satisfactory completion of due
diligence by both parties and execution of a definitive agreement by no later
than March 31, 2007;
(b) receipt of all necessary shareholder,
court, regulatory and third party approvals; and
(c) the absence of any material adverse
change in the business of either Selkirk or Doublestar.
The parties intend to work towards executing a definitive
agreement by no later than March 31, 2007 and will, thereafter, prepare a
formal information circular describing the Transaction in more detail and deliver
that circular to all shareholders of Doublestar, who will be asked to approve
the Transaction at a meeting expected to be held in mid June 2007. The
approval of Selkirk shareholders is not expected to be required in order to
complete the Transaction.
All directors and officers of Doublestar (and their
respective affiliates and associates) have, in their capacities as shareholders
of Doublestar, entered into, or have agreed to enter into, support agreements
with Selkirk pursuant to which they will support the Transaction and vote all
shares of Doublestar held by them in favour of the Transaction.
Selkirk
and Doublestar will keep shareholders updated on the progress of the
Transaction as developments warrant.
On Behalf of the Board
of Directors of
Selkirk Metals Corp.:
(signed) “Gordon Keevil”
Gordon
Keevil, President
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On
Behalf of the Board of Directors of
Doublestar
Resources Ltd:
(signed) “Alan Savage”
Alan Savage,
Chief Executive Officer
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For
further information on Selkirk Metals Corp. please visit its website at www.selkirkmetals.com
and for further information on Doublestar Resources Ltd. please visit its
website at www.doublestar.net.
This
release includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. All statements in this
release, other than statements of historical facts, that address future
production, reserve potential, exploration and development activities and
events or developments that management of Selkirk and Doublestar expects, are
forward‑looking statements. Although management believes the
expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future
performance, and actual results or developments may differ materially from
those in the forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements include market
prices, exploration and development successes, continued availability of
capital and financing, and general economic, market or business
conditions. Please see the public filings of both Selkirk and Doublestar
at www.sedar.com for further information.