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21 September 2005
Forest Gate's Blue Note, Northern Buy More Ursa Shares
Mr. Michael Judson of Blue Note reports: BLUE NOTE AND NORTHERN ANNOUNCE ACQUISITION OF ADDITIONAL OWNERSHIP INTEREST IN URSA MAJOR MINERALS INCORPORATED Blue Note Metals Inc., a wholly owned subsidiary of Forest Gate Resources Inc., and Northern Financial Corp., on behalf of an investor group, have acquired an additional 663,601 common shares of Ursa Major Minerals Inc. representing approximately 3.1 per cent of the total issued common shares of Ursa. The Ursa shares were acquired on the TSX Venture Exchange for investment purposes. Blue Note and Northern announced the acquisition of 2,124,200 common shares of Ursa on Sept. 8, 2005, representing approximately 10.01 per cent of the issued common shares. With the acquisition of the additional 663,601 common shares of Ursa, Blue Note and Northern collectively own 2,787,801 representing approximately 13.1 per cent of the total issued common share of Ursa. Blue Note and Northern may acquire additional shares of Ursa or may sell their Ursa shares depending on market conditions. On Sept. 9, 2005, Blue Note presented representatives of Ursa with an indicative term sheet of a possible business combination between Ursa and Blue Note conditional on the proposed transaction with North American Palladium Ltd. (NAP) not being approved by the Ursa shareholders. The business combination, if implemented, would involve a merger between the two companies with a share exchange ratio based on a price of 85 cents for Ursa shares and the volume weighted average price of the Blue Note shares for the period from the date of its proposed listing on the TSX Venture Exchange to the second business day prior to the mailing of a joint management proxy circular to obtain the necessary shareholder approvals. Blue Note would also commit to a $1.5-million financing in Ursa to pay for the costs of the feasibility study on the Shakespeare project, to replace the $1.5-million payment from NAP. The price offered for the Ursa shares represented a premium of 29 per cent to the closing price of the Ursa shares on the TSX-V on Sept. 8, 2005. Blue Note and Ursa have not agreed in principle on the terms of the indicative term sheet. Blue Note continues to be interested in a possible business combination with Ursa or in a possible offer to acquire some or all of the Ursa shares, or in the acquisition of control of Ursa by other means such as a replacement of the directors of Ursa by a requisitioned shareholders meeting. Blue Note has not made any decision on these alternatives. Lorne Woods
Forward-Looking Statements: This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws that involve risks and uncertainties. Although the company believes the
expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ materially from expectations include the effects of general economic conditions, actions by government authorities, uncertainties associated with contract negotiations, additional financing requirements, market acceptance of the Company's products and competitive pressures. These factors and others are more fully discussed in Company filings with Canadian securities regulatory authorities.
"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 release." |