CALGARY, Aug. 25 /CNW/ - Subject to regulatory approval, Flag Resources (1985) Limited ("Flag") has agreed to accept ten million (10,000,000) shares of Golden Briar Mines Limited ("Golden Briar") shares, valued at $0.10 per share (50 above current market price), as settlement of indebtedness of $1,157,192 (as of December 31,2002) owed to Flag by Golden Briar. Completion of the proposed transaction would give Flag a 35% controlling interest in Golden Briar, The indebtedness was incurred by the payment by Flag on Golden Briar's behalf of trade invoices and exploration expenses over a number of years. In a second proposed shares for debt transaction, also subject to regulatory approval, Flag will issue 2,000,000 common shares, valued at $0.12 per share, to Golden Briar in settlement of cash advances of $240,000 made to Flag. The majority of the Board of Directors of each of Flag and Golden Briar are comprised of the same individuals. As the proposed issue of 10,000,000 Golden Briar shares to Flag will involve a change of control in Golden Briar, a shareholders' meeting will be called to seek shareholder approval of the transaction by a majority of the minority or disinterested shareholders. The shares for debt transactions are intended to strengthen each corporation's balance sheet. In addition to the foregoing shares for debt transactions, Flag and Golden Briar have entered into an agreement whereby Flag will transfer to Golden Briar, for nominal consideration, a 50% working interest in Flag's Exploratory License of Occupation in the western Rathbun Township, Sudbury Ontario, subject to the approval of the Ontario Ministry of Northern Development and Mines. The 1,750 acre Exploratory License is in the Rathbun and Aylmer Townships, 20 miles north of Sudbury, near the northeast flank of the Sudbury Structure, It is six miles due west across Lake Wanapitei from Flag's 70,000 acre holdings in the Wanapitei Anomaly. The parties have agreed to this transfer of the working interest in order to share the costs of the requisite work commitments. |