Noront Resources

High-grade Ni-Cu-Pt-Pd-Au-Ag-Rh-Cr-V discoveries in the "Ring of Fire" NI 43-101 Update (March 2011): 11.0 Mt @ 1.78% Ni, 0.98% Cu, 0.99 gpt Pt and 3.41 gpt Pd and 0.20 gpt Au (M&I) / 9.0 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inf.)

This was a Sharewizard pick that was owned by many a Notter at one time or another. I held 100,000 shares until a few weeks back when Noront fell below $2 and I decided to go all in.

While this is OT, I believe it shows what will become very common over the next few months with junior miners. Those without cash but good properties will merge with those with cash and bad properties. All in an effort to survive.

Thank goodness Noront has both the cash and the properties today! If we didn't who knows what our share price would be at.

M1.

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X-Ore Resources Inc. announces proposed reverse take-over with Shamika Resources Inc.

VAL D'OR, QC, Oct. 8, 2008 (Canada NewsWire via COMTEX News Network) --

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.

NEWSWIRE SERVICES/


<<
- X-Ore shares to be consolidated on a 1 for 12.307692 basis
- X-Ore to issue 49,775,000 post-consolidation shares to Shamika
Resources shareholders
- Shamika Resources holds mining properties in the Democratic Republic of
the Congo
>>

VAL D'OR, QC, Oct. 8 /CNW Telbec/ - X-Ore Resources Inc. ("X-Ore") (TSXV - XOR) announces that it has entered into a letter agreement dated October 7, 2008 with Shamika Resources Inc., a Montreal-based private company with mining exploration properties in the Democratic Republic of the Congo (the "DRC"), for an arm's-length reverse take-over transaction. The letter agreement provides for the acquisition by X-Ore of all of the issued and outstanding shares of Shamika Resources for an aggregate purchase price of approximately $19.9 million, payable by the issuance of 49,775,000 common shares of X-Ore, following a consolidation of the 86,034,711 common shares of X-Ore on the basis of one share for every 12.307692 shares issued and outstanding. Upon the closing of the reverse take-over and a concurrent private placement, there will be 63,072,578 issued and outstanding X-Ore common shares, the current shareholders of Shamika Resources will collectively exercise control over X-Ore, and X-Ore's corporate name will be changed to reflect the transaction with Shamika Resources.

Completion of the proposed reverse take-over is subject, among other things, to regulatory approval and to the closing of a concurrent private placement of a minimum of 6,307,258 units. Each unit will consist of one common share of X-Ore and one-half of a share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the new Company for a period of one year. The final terms and conditions of the concurrent private placement will be determined in the context of the market.

About Shamika Resources Inc.

Shamika Resources was incorporated under the Canada Business Corporations Act and is in the business of exploring and developing natural resource properties on the African continent. Shamika Resources holds near-term production properties containing tantalum, tin, tungsten and niobium, as well as the possibility of other minerals, including copper, platinum-group elements, diamonds and gold, in the resource-rich Kibara metallogenic belt area of the DRC. Shamika's strategy in the DRC is to secure a large portfolio of mining blocks containing tantalum, tin, niobium and tungsten ore.

As of August 1st, 2008, Shamika held 721 mining blocks and is in the process of claiming an additional 6,726 blocks. By the end of 2008, Shamika expects to hold full mining rights on approximately 6,000 blocks for a total area of about 5,000 square kilometres, most of these concessions being located in the Kibara Belt of the DRC. All of Shamika's properties were granted under the new democratically-elected government of the DRC.

Reports prepared in accordance with National Instrument 43-101 will be available shortly with respect to two of Shamika's properties (Idjwi and Kalehe).

Léon Méthot, President & CEO of X-Ore commented, "This is a defining transaction for X-Ore shareholders, as it provides leverage to a portfolio of projects in one of the world's richest mineralized regions and to a host of strategic metals with widespread industrial applications in steel and electronics. It also allows X-Ore to advance its current projects in Mexico and Canada, thereby unlocking value that is being overlooked in the current financial markets."

Terms of the Proposed Reverse Take-Over

The letter agreement between X-Ore and Shamika Resources provides that the 86,034,711 issued and outstanding common shares of X-Ore will be consolidated on the basis of one share for every 12.307692 shares issued and outstanding, so that there will be 6,990,320 X-Ore shares outstanding. X-Ore will then acquire all of the shares of Shamika Resources for an aggregate purchase price of $19,910,000, payable by the issuance of 49,775,000 common shares of X-Ore. There are approximately 20 shareholders of Shamika Resources.

Holders of 4,703,628 Shamika Resources options will receive, in exchange for such securities, options of X-Ore to purchase up to 4,703,628 X-Ore common shares. These X-Ore options will entitle their holders to purchase X-Ore common shares at exercise prices equivalent to those under their current Shamika Resources options, ranging from $0.20 to $0.75 per share.

The letter agreement also provides that holders of 15,675,000 Shamika Resources warrants will receive, in exchange for such securities, warrants of X-Ore to purchase up to 15,675,000 X-Ore common shares at a price of $0.30 per share, equal to the exercise price of their current Shamika Resources warrants.

The letter agreement further provides that holders of Shamika Resources debentures in an aggregate principal amount of approximately $715,000 will receive, in exchange for such securities, equivalent debentures of X-Ore. The debentures will be convertible into an aggregate of approximately 3,700,000 X-Ore common shares until dates ranging from February to October 2009.

Upon completion of the reverse take-over and concurrent private placement, it is expected that X-Ore will be a Tier 2 mining exploration company pursuant to the policies of the TSX Venture Exchange, and that there will be 63,072,578 issued and outstanding X-Ore common shares. Of these, the current shareholders of Shamika Resources will hold an aggregate of 49,775,000 shares, representing 78.9% of the issued and outstanding X-Ore common shares, the current shareholders of X-Ore will hold an aggregate of 6,990,320 shares, representing 11.1% of the issued and outstanding shares, and investors in the private placement will hold an aggregate of 6,307,258 shares, representing 10% of the issued and outstanding shares. The principal shareholder of X-Ore will be a Québec private company controlled by Messrs. Robert Vivian and Abdou Boughanmi, both of Montreal, Québec, which will own approximately 51% of X-Ore's outstanding shares. Mr. Vivian is the Chairman of the Board, President and Chief Executive Officer of Shamika Resources.

The proceeds from the proposed concurrent private placement will be used for working capital purposes and to carry out recommended exploration programs on Shamika Resources' two principal properties.

The transaction between X-Ore and Shamika Resources was negotiated at arm's length.

Shamika Financial Information

As of June 30, 2008, based on unaudited unconsolidated financial statements, Shamika Resources had assets of $3,171,885, liabilities of $989,125 and shareholders' equity of $2,182,760. For the period from October 17, 2007 to June 30, 2008, Shamika Resources had nominal revenues and a net loss of $1,016,563.

Proposed Directors and Management Team

At the closing of the reverse take-over, the current Board of Directors of X-Ore will resign, with the exception of Mr. Terence Ortslan, who is also a director of Shamika Resources, and Messrs. Robert Vivian, Alvin Schacter, C.A., Kikaya Bin Karubi, (resident of the DRC), Jacques Bouchard Jr., David Crevier, Hubert Marleau, Ashwath Mehra (resident of Switzerland) and Jean Précourt, all current directors of Shamika Resources, will be appointed to the Board of Directors of X-Ore to replace them, either immediately or at the next shareholders' meeting. Upon completion of the reverse take-over, the new senior management team of X-Ore will be led by Mr. Robert Vivian, President and Chief Executive Officer, Mr. Alvin Schacter, C.A., Vice-President, Finance and Chief Financial Officer, and Mr. Anthony Keogh, Comptroller. Mr. Léon Méthot, X-Ore's current President and CEO, will continue to advise the new management on current and future initiatives.

The following are brief résumés of the currently-proposed management team of X-Ore following the reverse take-over:

Robert Vivian, President and Chief Executive Officer. After a successful career as manager for the investment and industrial division of a major Canadian trust company and as an entrepreneur, Robert Vivian founded Shamika Resources to capitalize on his extensive relationships in the DRC. Mr. Vivian has extensive knowledge and hands-on experience with the identification and development of natural resource opportunities in Africa.

Alvin S. Schacter, C.A., Vice-President Finance and Chief Financial Officer. Mr. Schacter brings 30 years of finance, operations and consulting experience to Shamika Resources. He has served on the Board of Directors of several public companies. Mr. Schacter also served as President and Chief Operating Officer of Warrington Inc., a public company with approximately 3,000 employees and $200 million in annual sales.

Anthony Keogh, Comptroller. Mr. Keogh is a Chartered Accountant (England), with more than 30 years of experience in accounting, financial management and internal auditing. As an accountant, Mr. Keogh was with Price Waterhouse in London and Montreal. In industry, he spent 18 years with Cemp Investments Ltd., a major private investment company, and subsequently with other companies, including Standard Life and GE Capital.

Guy Arbour, P. Eng., Geo., M.Sc (Geophysics), Exploration Manager. Mr. Arbour will supervise the exploration and development of claims and properties, while providing assistance to the President with communications and other groundwork. Mr. Arbour has extensive experience in field geophysics and mining exploration. He was Director of Development for the Canadian Institute of Mining and Metallurgy.

Patrick Vualu, Chief Geologist. Mr. Vualu has a diploma in geology from the University of Lubumbashi in the DRC and extensive experience in all aspects of mining in the DRC. He served as project manager for De Beers in the DRC and was appointed chief department officer for the Ministry of Mines (Département du Domaine Minier et des Carrières). Mr. Vualu is also President of Général de la Société Mining Consulting and Services, a firm offering services in the mining sector, including geological mapping, structural and lithological mapping, geological logging, analysis and testing of minerals, and preparation of preliminary geological and project reports.

Jane Qu, Business Development Coordinator for China. Originally from a very active mining area in China, Ms. Qu is familiar with senior management of some of China's largest mining companies, involved with minerals such as tin, iron ore, coal and copper. Prior to joining Shamika Resources, Ms. Qu was responsible for the sales and marketing of a Chinese pharmaceutical group for more than 13 years. In that role, she increased sales substantially and expanded the company's markets throughout China, Japan and North America.

Patrick Martineau, Environmental and Social Affairs. Mr. Martineau has a Master's degree in Political Science from the Université du Québec à Montréal (UQAM). Mr. Martineau did his research work on the governance of DRC mining activities and the challenges of the columbo-tantalite sector. He has made several visits to Africa, where he was appointed Co-coordinator on a research project on the social impact of mining investments and Head Researcher for a survey on the columbo-tantalite sector in the DRC.

Conditions to Completion of Reverse Take-over

Completion of the transaction is subject to a number of conditions, including, but not limited to, the closing of the concurrent private placement, approval by the TSX Venture Exchange, completion of satisfactory legal, accounting and financial due diligence by both X-Ore and Shamika Resources, and preparation and signing of formal agreements, including a share exchange agreement between X-Ore and all of Shamika Resources' security holders. The reverse take-over will also be subject to approval by X-Ore's shareholders, as will the share consolidation and change of X-Ore's corporate name. Closing of the transaction is expected to occur in the first quarter of 2009. The transaction cannot close until the required X-Ore 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 X-Ore's management information circular to be prepared in connection with the transaction, any information released or received with respect to the reverse take-over may not be accurate or complete and should not be relied upon. Trading in the securities of X-Ore 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. The TSX Venture Exchange does not accept

responsibility for the adequacy or accuracy of this release.

Additional information regarding Shamika Resources' properties, financial situation and the proposed concurrent private placement will be provided in a subsequent press release.

About X-Ore Resources Inc.

X-Ore is a mineral exploration company with 18 properties located in known gold regions of Mexico and Canada, including the prolific Sierra Madre Gold Belt and the Val-d'Or region of Québec.

The TSX Venture Exchange does not accept responsibility for the accuracy of this press release. This press release contains "forward-looking statements" not based on historical facts. Forward-looking statements express, as of the date of this press release, our estimates, forecast, projections, expectations and opinions as to future events or results. Forward-looking statements herein expressed are reasonable, but involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements include, but are not limited to, fluctuations in the market price of precious metals, mining industry risks, uncertainty as to calculation of mineral resources and requirements of additional financing and the capacity of the Company to obtain financing.

SOURCE: X-ORE RESOURCES INC.

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MISFIT1
City
Alberta
Rank
President
Activity Points
7122
Rating
Your Rating
Date Joined
09/04/2007
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Noront Resources
Symbol
NOT
Exchange
TSX-V
Shares
326,029,076 As of Jan 17, 2017
Industry
Metals & Minerals
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