Shareholders Enter into Framework Agreement Regarding Sale of Shares of Stone Resources Limited

    




 VANCOUVER, Nov. 21, 2011 /CNW/ - Stone Resources Ltd.  ("Stone" or the "Company"), Stone Group Holdings Limited ("SGHL"), Duan Yongji ("Duan") and Stone Group Corporation (PRC) ("Stone Group" and together with SGHL and Duan, the "Stone Controlling Shareholders") are pleased to announce that on November 17, 2011, SGHL entered into  a framework agreement (the "Framework Agreement") with Superb Summit International Timber Company Limited ("Superb Summit") whereby Superb Summit would acquire, in an entirely off-shore  transaction, not less than 51% of the issued shares (the "Stone Shares") of the Company (the "Proposed Acquisition"), consisting of the Stone Shares owned by the Stone Controlling  Shareholders.. Completion of the Proposed Acquisition is subject to,  among other things, the negotiation of formal agreements ("Formal Agreements"). 

 Superb Summit is a Cayman Islands company listed on The Stock Exchange  of Hong Kong, principally engaged in integrated timber and electronic  products including: (i) exploitation and management of timber resources  in China; and (ii) distribution, marketing and sales of a wide range of  timber products. Upon completion of the Proposed Acquisition, the  parties to the Framework Agreement intend further cooperation in  investing in the gold mining business in Australia. 

 The Company understands that SGHL was authorized by the other Stone  Controlling Shareholders to, among other things, negotiate and attend  to matters relating to the Proposed Acquisition. The Stone Controlling  Shareholders own and control, directly and indirectly, the number and  percentage of Stone Shares set forth below:   





    Shareholder                  Number of Stone Shares     Percentage of
                                 over which control is      outstanding
                                 exercised                  Stone Shares

    Stone Group Holdings         34,160,907                 10.46%
    Limited

    Duan Yongji                  77,456,547                 23.71%

    Stone Group Corporation      89,947,374                 27.53%
    (PRC)






 Duan owns 71,151,394 Stone Shares through Seasource Holdings Limited, an  indirectly wholly-owned company. Stone Group owns its Stone Shares  through Springbend Holdings Limited, an indirectly wholly-owned  subsidiary. 

 The key terms of the Framework Agreement are as follows: 




        --  Consideration for the Proposed Acquisition will be satisfied by
            the issuance by Superb Summit of: (i) shares of Superb Summit
            with a par value of HK$0.10 each ("Superb Summit Shares");
            and/or (ii) convertible notes by Superb Summit which entitle
            the holder(s) thereof to subscribe for new Superb Summit
            Shares, at an issue price or conversion price, as applicable,
            of between HK$0.20 and HK$0.25 per Superb Summit Share or the
            average closing price per Superb Summit Share for the thirty
            business days prior to the completion date of the Proposed
            Acquisition, whichever is lower.

        --  Pursuant to the Framework Agreement, the amount to be paid for
            each Stone Share is subject to, among other things, further
            negotiation between the parties, and will be fixed upon the
            entering into of the Formal Agreements.

        --  For a period of four months from the date of the Framework
            Agreement, Superb Summit has exclusive rights to negotiate with
            the Stone Controlling Shareholders in respect of the Proposed
            Acquisition, to conduct a due diligence review and to conclude
            the Formal Agreements. The Stone Controlling Shareholders shall
            not during this period negotiate or enter into any agreement or
            arrangement with any third party in relation to the Proposed
            Acquisition.

        --  In the event that the Formal Agreements are not entered into
            within four months from the date of the Framework Agreement, or
            such other date as is agreed to by Superb Summit and SGHL, the
            Framework Agreement will lapse.

        --  Superb Summit will arrange for further funds to finance the
            operations and production of A1 Minerals Limited, a subsidiary
            of Stone, within seven days after the entry into of the Formal
            Agreements.

        --  Superb Summit and SGHL will use best endeavours to cooperate
            with each other in respect of a due diligence review process.




 Stone intends to appoint a special committee of independent directors to  consider the Proposed Acquisition, and will provide further  announcements when appropriate. 

 The Proposed Acquisition is subject to various conditions, including the  entry into formal agreements, and obtaining approval from applicable  regulators and stock exchanges. 

 On behalf of the Board, 

 "Yongji Duan" 

 Yongji Duan  Chairman 

 About Stone Resources Limited 

 Stone Resources Limited is a company incorporated in Bermuda and listed  on the TSX Venture Exchange in Canada. The Company is involved with  mineral resources exploration and development, and owns majority  control of the Brightstar Project, a gold exploration property in  Western Australia. Stone Resources plans to expand and develop its  business using its effective team of experts in exploration, geology,  metallurgy, mine engineering, law and finance. 

 Cautionary Statement on Forward-Looking Statements 

 The information in this document contains certain forward-looking  statements with respect to the Proposed Acquisition, the negotiation of  Formal Agreements, the satisfaction of conditions precedent to the  Proposed Acquisition, and the future actions of Superb Summit and SGHL.  Although management of the Company has a reasonable basis for the  conclusions drawn, risk factors and uncertainties may cause actual  results to differ materially from those currently anticipated in such  statements. These risks and uncertainties relate to such factors as the  ability of the Stone Controlling Shareholders to negotiate and complete  the Proposed Acquisition as expected or at all. In view of these  uncertainties we caution readers not to place undue reliance on these  forward-looking statements. Statements made in this document are made  as of the date hereof and the Company disclaims any intention or  obligation to update or revise any statements made herein, except in  accordance with applicable securities laws. 

 Neither TSX Venture Exchange nor its Regulation Services Provider (as  that term is defined in policies of the TSX Venture Exchange) accepts  responsibility for the adequacy or accuracy of this release. 

Stone Resources Limited


CONTACT:  For additional information or a copy of the early warning reportsofthe Stone Controlling Shareholders, contact:Kelei XinVice-President and Corporate Secretary+1 [phone] 


    

Copyright