November 29, 2004 - AMERICAN BONANZA GOLD MINING CORP. (TSX Venture: BZA) (“Bonanza”), INTERNATIONAL TAURUS RESOURCES INC. (TSX Venture: ITS) (“Taurus”) and FAIRSTAR EXPLORATIONS INC. (TSX: FFR)(“Fairstar”) are pleased to announce that they will hold a joint conference call on Thursday, December 2, 2004 at 11:00 am (PST). Mr. Brian Kirwin, President and Chief Executive Officer of Bonanza, Mr. Robert Blakestad, Taurus Director and former Chief Executive Officer and Mr. Larry Nachshen, Chairman of Fairstar, will discuss the recent agreement, which will combine Bonanza and Taurus and include the consolidation of 100 per cent ownership of the Fenelon gold project. The combination will create a New Gold Company with 100 per cent interest in the Copperstone(Arizona) and Fenelon(Quebec) development-stage gold projects and a portfolio of several US and Canadian gold projects, which have excellent exploration potential.
You may participate in the conference call by dialing toll free 1-877-407-9205. The conference call will also be broadcast simultaneously over the Internet at www.americanbonanza.com. For those participating on the call over the Internet please go to the website 15 minutes prior to the call to register and download any necessary audio software.
Replays of the call will be available at www.americanbonanza.com by way of a direct link or by dialing toll free 1-877-660-6853 followed by entering the following:
Account number: 1628
Confirmation code: 126300
The corporate combination and the Fenelon property ownership consolidation have the full support of the boards of directors of Bonanza, Taurus and Fairstar as it will create a New Gold Company with the following highlights:
- the New Gold Company will have a strong balance sheet with $10 million in cash and no debt;
- it will have an experienced entrepreneurial management team led by Brian Kirwin;
- it will have near term, high grade production potential at the Copperstone project in Arizona with a planned production decision in 2005;
- excellent exploration and development potential at the high grade Fenelon project in Quebec and the large Taurus project in British Columbia; and
- it will have several US and Canadian gold projects with excellent exploration potential.
Mr. Brian Kirwin, President and Chief Executive Officer of Bonanza, commented on the business combination and property acquisition by stating: “This is a major step forward in the growth of Bonanza and Taurus and the development of these highly prospective projects. The New Gold Company will own 100 per cent interests in two high-grade projects with excellent development potential and one large low-grade project, also with excellent potential. This combination of assets provides the basis for the new company to become a new substantial, low cost gold producer in the near term.”
Mr. Robert Blakestad, Taurus director and former CEO commented: “I am impressed with Brian Kirwin’s vision for the new company. It fits well with our own goals of growing Taurus and adding necessary management depth. I am especially pleased to see the Fenelon gold project in the hands of a group that shares our opinion of the potential to ensure the exploration and development necessary to meet our common goals. This new team is well positioned, both technically and financially, to take Fenelon, Copperstone and the other Taurus and Bonanza properties to the next level.”
Mr. Larry Nachshen, Chairman of Fairstar stated: “We are excited about the future prospects for the New Gold Company. Fairstar shareholders will be able to participate in a highly prospective, well- financed and well-managed entity. In addition, by maintaining control of Fairstar, management will have the flexibility of investigating new opportunities for shareholder value creation.”
Management and the Board of Directors of the New Gold Company:
The combination and property consolidation has the full support of the boards of directors of Bonanza, Taurus and Fairstar. Management of the New Gold Company will be led by a team consisting of Mr. Brian Kirwin as President and Chief Executive Officer, Mr. Giulio Bonifacio as Executive Vice President and Chief Financial Officer, and Dr. William Bird, Taurus’s current interim President will assume the role of Vice President. The expanded Board of Directors of The New Gold Company will include four directors from Bonanza, two directors from Taurus and one director from Fairstar. Additionally Mr. Robert Blakestad, current Director and past-President of Taurus, will join Mr. Ian Telfer as a member of the advisory board. The common shares will continue to trade on the TSX Venture Exchange and the New Gold Company will seek a listing on the TSX senior board and other stock exchanges as appropriate. Prior to closing the transaction the New Gold Company will be renamed.
Summary of the transaction:
The business combination is expected to be completed by way of a statutory Plan of Arrangement whereby each Bonanza share will be exchanged for 0.25 shares of the New Gold Company and each Taurus will be exchanged for 0.20 shares of the New Gold Company. As a result of the proposed transactions, the combined company will be held by 63.6 per cent by former Bonanza shareholders, 27.6 per cent by former Taurus shareholders and 8.8 per cent by existing Fairstar shareholders.
The combination is subject to the execution of a definitive merger agreement, all requisite judicial and regulatory approvals, third party consents and opinions and other conditions customary in transactions of this nature. In particular, the transaction must be approved by at least three quarters of the votes cast by shareholders of Bonanza and Taurus as well as approved by two thirds of the votes cast by shareholders of Fairstar. The shareholder meetings are expected to be held in March, 2005 with the transaction expected to close shortly thereafter.
If the combination does not occur as a result of one of the parties accepting a superior proposal from a competing bidder then the party that accepts the superior proposal will be required to pay a fee equal to 5 per cent of its market capitalization to the other party.
AMERICAN BONANZA GOLD MINING CORP.
(signed) Brian Kirwin
President and Chief Executive Officer
INTERNATIONAL TAURUS RESOURCES INC.
(signed) Dr. William Bird
President and Chief Executive Officer
FAIRSTAR EXPLORATIONS INC.
(signed) Mr. Larry Nachshen
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
For further information call:
Giulio T. Bonifacio (604) 688-7523
Wayne Marsden, Investor Relations, toll free 877-366-4464
George Tooley, (514) 695-8080