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X-Ore Resources Inc. announces proposed reverse take-over with Shamika Resources Inc.
Wednesday, October 08, 2008 5:07 PM


/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.

NEWSWIRE SERVICES/

- X-Ore shares to be consolidated on a 1 for 12.307692 basis
- X-Ore to issue 49,775,000 post-consolidation shares to Shamika
  Resources shareholders
- Shamika Resources holds mining properties in the Democratic Republic of
  the Congo

VAL D'OR, QC, Oct. 8 /CNW Telbec/ - X-Ore Resources Inc. ("X-Ore") (TSXV - XOR) announces that it has entered into a letter agreement dated October 7, 2008 with Shamika Resources Inc., a Montreal-based private company with mining exploration properties in the Democratic Republic of the Congo (the "DRC"), for an arm's-length reverse take-over transaction. The letter agreement provides for the acquisition by X-Ore of all of the issued and outstanding shares of Shamika Resources for an aggregate purchase price of approximately $19.9 million, payable by the issuance of 49,775,000 common shares of X-Ore, following a consolidation of the 86,034,711 common shares of X-Ore on the basis of one share for every 12.307692 shares issued and outstanding. Upon the closing of the reverse take-over and a concurrent private placement, there will be 63,072,578 issued and outstanding X-Ore common shares, the current shareholders of Shamika Resources will collectively exercise control over X-Ore, and X-Ore's corporate name will be changed to reflect the transaction with Shamika Resources.

Completion of the proposed reverse take-over is subject, among other things, to regulatory approval and to the closing of a concurrent private placement of a minimum of 6,307,258 units. Each unit will consist of one common share of X-Ore and one-half of a share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the new Company for a period of one year. The final terms and conditions of the concurrent private placement will be determined in the context of the market.

About Shamika Resources Inc.

Shamika Resources was incorporated under the Canada Business Corporations Act and is in the business of exploring and developing natural resource properties on the African continent. Shamika Resources holds near-term production properties containing tantalum, tin, tungsten and niobium, as well as the possibility of other minerals, including copper, platinum-group elements, diamonds and gold, in the resource-rich Kibara metallogenic belt area of the DRC. Shamika's strategy in the DRC is to secure a large portfolio of mining blocks containing tantalum, tin, niobium and tungsten ore.

As of August 1st, 2008, Shamika held 721 mining blocks and is in the process of claiming an additional 6,726 blocks. By the end of 2008, Shamika expects to hold full mining rights on approximately 6,000 blocks for a total area of about 5,000 square kilometres, most of these concessions being located in the Kibara Belt of the DRC. All of Shamika's properties were granted under the new democratically-elected government of the DRC.

Reports prepared in accordance with National Instrument 43-101 will be available shortly with respect to two of Shamika's properties (Idjwi and Kalehe).

Leon Methot, President & CEO of X-Ore commented, "This is a defining transaction for X-Ore shareholders, as it provides leverage to a portfolio of projects in one of the world's richest mineralized regions and to a host of strategic metals with widespread industrial applications in steel and electronics. It also allows X-Ore to advance its current projects in Mexico and Canada, thereby unlocking value that is being overlooked in the current financial markets."

Terms of the Proposed Reverse Take-Over

The letter agreement between X-Ore and Shamika Resources provides that the 86,034,711 issued and outstanding common shares of X-Ore will be consolidated on the basis of one share for every 12.307692 shares issued and outstanding, so that there will be 6,990,320 X-Ore shares outstanding. X-Ore will then acquire all of the shares of Shamika Resources for an aggregate purchase price of $19,910,000, payable by the issuance of 49,775,000 common shares of X-Ore. There are approximately 20 shareholders of Shamika Resources.

Holders of 4,703,628 Shamika Resources options will receive, in exchange for such securities, options of X-Ore to purchase up to 4,703,628 X-Ore common shares.



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