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2008 Press Releases

Laramide To Spin Off Non-Uranium Assets To Treasury Metals Inc.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Laramide Resources Ltd. (“Laramide”) (TSX: LAM) is pleased to provide details of its previously announced spin-off of non-uranium assets to Treasury Metals Inc. (“Treasury Metals”).  Treasury Metals will file a preliminary prospectus with securities regulatory authorities in Canada in connection with an offering of securities and a distribution of a portion of its common shares (“Common Shares”) to Laramide shareholders.  Laramide intends to enter into this transaction in order to intensify its focus on uranium, giving Laramide the opportunity to maximize value for the uranium assets, while also participating and allowing its shareholders to participate in any future value created by its non-uranium assets.

As part of the transaction, Laramide intends to transfer to Treasury Metals $4.0 million cash, which was raised in the December 2007 flow-through private placement (see press release dated December 24, 2007), certain of Laramide’s non-uranium assets, including its flagship Goliath Gold Project and its polymetallic base metal and gold property known as the Lara Project on Vancouver Island, $8.5 million of its shareholdings in Aquiline Resources Inc. and all of its shareholdings in Sierra Minerals Inc. and  Alliance Pacific Resources.  Laramide’s 2.5% Net Smelter Royalty on gold production of the Sierra Minerals Cerro Colorado mine will also be transferred to Treasury Metals, providing an income stream for Treasury Metals.  Initially, Laramide will retain an estimated 19.9% of the Common Shares of Treasury Metals. Laramide intends to distribute a portion of such shares to Laramide shareholders, with the record date and ratio details for such distribution to be announced in a further press release.

Treasury Metals is a growth-oriented, Canadian based gold company, focused on exploring and developing gold properties in Canada. The flagship asset of Treasury Metals is the Goliath Gold Project, comprised of the Goliath property historically owned by Laramide and the contiguous Thunder Lake Property acquired from Corona Gold Corporation (“Corona”) and Teck Cominco Limited (“Teck”) in October 2007.  This project is located near Dryden, Ontario.

In conjunction with this transaction, Treasury Metals has entered into an agreement with Thomas Weisel Partners Canada Inc. as lead agent on behalf of a syndicate of agents (collectively the “Agents”) to undertake a $15 million financing.  The offering will be for (i) up to C$10 million of unit special warrants (“Unit Special Warrants”) of Treasury Metals, and (ii) up to C$5 million of flow-through special warrants (“Flow-Through Special Warrants”) of Treasury Metals.  Each Unit Special Warrant shall entitle the holder thereof to acquire one unit (“Unit”).  Each Unit will consist of one Common Share of Treasury Metals and one-half of one Common Share purchase warrant (each whole warrant a “Warrant”).  Each Warrant will entitle the holder to purchase one additional Common Share of Treasury Metals in accordance with its terms, subject to adjustment in certain events.  The Warrants will be exercisable for 24 months from the date of issuance of such Warrants.  Each Flow-Through Special Warrant shall be automatically exercised, for no additional consideration, to acquire one common share in the capital of Treasury which qualifies as a “flow-through share”.

Treasury Metals will use its reasonable commercial efforts to file a prospectus qualifying the distribution of the Common Shares and Warrants issuable upon exercise of the Unit Special Warrants and the Common Shares issuable upon exercise of the Flow-Through Special Warrants and to have a decision document for a final prospectus issued by the securities commissions in Canada by March 31, 2008 (which date may, in some circumstances, be extended to April 30, 2008, the “Deadline Date”) after the offering closes.  The offering will be priced in the context of the market with final terms to be determined at the time of pricing. 

Treasury Metals intends to use approximately $6.2 million of proceeds from the sale of Unit Special Warrants, and to issue to Corona and Teck 12.27% of its issued and outstanding Common Shares at the time of its going public transaction in order to satisfy the remaining unpaid consideration owing by Treasury Metals to Corona and Teck in connection with the acquisition of the Thunder Lake Property. 

Once public, the board of directors and the officers of Treasury Metals are expected to include the following, as well as three independent directors to be announced separately:

  1. Marc Henderson (CFA): Chairman, Director (President & Chief Executive Officer of Aquiline Resources Inc., and  President & Chief Executive Officer of Laramide Resources Ltd.)
  2. Scott Jobin-Bevans (Ph.D., P.Geo.): President & Chief Executive Officer, Director (Co-founder and Managing Director of Caracle Creek International Consulting Inc., 20 years in mineral exploration including Director and Officer positions in public companies.)
  3. Wayne Acton (M.B.A., CA): Chief Financial Officer (currently Chief Financial Officer of Sierra Minerals Inc, and previous Senior Vice President at Canada Deposit Insurance Corporation)
  4. Dan Noone (B.Sc., M.B.A.): Consulting Geologist (currently President & Chief Executive Officer of Absolut Resources Corp., 15 years of industry experience and previously managed exploration in Peru for Homestake Mining)
  5. Linda Montgomery (B.A., B. Comm. (Hon.)):  Vice President, Investor Relations, investor relations and communications consultant for 20 years, previously with Kensington Capital Partners, Telesat Canada and IBM)

ABOUT LARAMIDE:
Laramide Resources is engaged in the exploration and development of high quality uranium assets. Its wholly owned uranium assets are in Australia and the United States.  Laramide’s portfolio of advanced uranium projects have been chosen for their production potential. Its flagship project is Westmoreland, in Queensland, Australia, one of the largest projects currently held by a junior mining company.  Its U.S. assets include La Jara Mesa in Grants, New Mexico and La Sal in the Lisbon Valley district of Utah. Its portfolio also includes joint venture, strategic equity positions and royalty participation in uranium development and exploration companies that provide additional geographic diversification and uranium exposure for shareholders.
The reorganization and spin-off of Laramide’s non-uranium assets is designed to improve the identification and valuation of specific Laramide properties, to enhance Laramide’s ability to divest specific properties through simpler corporate ownership, to enter into strategic joint venture agreements, and to enable Laramide to separately finance and develop its various assets, selectively reducing stock dilution.

For further information contact:

Flora Wood, Investor Relations          
(416) 599-7363                                  
                                                     
More information may be found at www.Laramide.com or at www.treasurymetals.com

This press release contains forward-looking statements. Forward-looking statements involve known or unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from those projected by such forward-looking statements. Such factors include, among others, the actual results of current exploration activities, access to capital and future prices of uranium, gold and other base metals and those factors disclosed under the heading “Risk Factors” and elsewhere in Laramide documents filed from time to time with applicable regulatory authorities.