More a problem for Canadians i believe.Intrepid Minerals...

More a problem for Canadians i believe.

Intrepid Minerals Implements Exchangable Share Structure with Respect to Merger
Apr 27, 2006 8:30:00 AM
TORONTO, ONTARIO -- (MARKET WIRE) -- 04/27/06 -- Intrepid Minerals Corporation (TSX:IAU) is pleased to announce details of the merger with NuStar Mining Corporation Limited ("NuStar").
Since the merger agreement was signed, the share price of both companies has appreciated significantly, potentially triggering a substantial capital gains tax liability for many Canadian Intrepid shareholders. However, after management was apprised that tax roll-over relief is generally not available in Canada, where the acquirer is a foreign company, this prompted the Company to implement changes to the transaction structure aimed at minimizing the tax implications for its shareholders. Intrepid and NuStar have executed an amended and restated Arrangement Agreement, dated April 21, 2006.

The result was an exchangeable share structure which involves providing Canadian Intrepid shareholders with the choice of receiving an exchangeable share that can be converted into an ordinary NuStar share in the future (on a tax-free rollover basis), or to receive shares of NuStar directly (which will effect an immediate tax consequence). The exchangeable shares will be listed on the TSX and are comparable with the NuStar shares.

The changes to the merger mechanism have necessitated a rescheduling of the closing timetable, but will not have any material effect on the ultimate structure of the combined company. The commercial terms of the transaction remain unchanged and are subject to regulatory and shareholder approval.

The Board of Directors will ask for shareholder approval for the final "Arrangement" at the Annual General and Special Meeting of Shareholders, which is scheduled for Wednesday, June 7, 2006, at 12:00 pm., at The Dominion Club, 12th floor, Chairman's Boardroom, 1 King Street West, Toronto, Ontario, Canada.

The NuStar shareholder meeting to approve certain elements of the transaction is scheduled for June 14, 2006. It is intended that the combination of the two companies take effect July 1, 2006. The merged company portfolio is ideally positioned to capitalize on the current strong gold and silver prices.

Intrepid Minerals is a TSX-listed company engaged in the acquisition, exploration and development of mineral prospects. The Company, either directly or through joint venture partnerships, holds interests in several gold-silver and silver-base metal properties in Argentina, El Salvador, and Canada. Intrepid has 59,012,936 shares outstanding.

For further information visit our website at http://www.intrepidminerals.com