N@N

Trinorth announces definitive agreement signed between Nyah Resources and Russo-Forest

^{Published on 2009-09-03 11:34:23 - Market Wire}
 

 TORONTO, Sept. 3 /CNW/ - Trinorth Capital Inc. (TSXV:TRT) ("Trinorth") is pleased to announce that Russo-Forest Corporation ("Russo-Forest"), has entered into a definitive share exchange agreement with Nyah Resources (TSXV:NRU) ("Nyah") pursuant to which Nyah has agreed to purchase all of the outstanding shares of Russo-Forest. Subsequent to the proposed acquisition, Trinorth will hold approximately 27.6% of the outstanding common shares of Nyah. Trinorth was a founding investor of Russo-Forest in 2007. Russo-Forest has rights to harvest timberland in Russia and its goal is to become a leading, vertically-integrated, certified supplier of value added wood products in Russia. Russo-Forest is capitalizing on the opportunity to harvest high value, low cost Russian timber, by converting the timber into value added wood products that will supply end use markets in Russia, China, Japan, Europe and North America. Russo-Forest is working to acquire lease agreements that provide for up to approximately 10,000,000 m3 of additional allowable cut in the eastern regions of Russia. In the event that it successfully obtains such additional lease agreements, Russo-Forest will be one of the largest timberland holders in the world. Nyah has filed a management information circular to provide further information to its shareholders regarding the Russo-Forest Acquisition. An annual and special meeting of shareholders has been called to consider these matters and is to be held on October 8, 2009. Forbes & Manhattan Inc. has committed to back stop an equity financing of Nyah following the Russo-Forest acquisition by purchasing units of Nyah in the event that Nyah cannot otherwise sell at a price of $0.12 per unit for aggregate proceeds up to $2,000,000, subject to certain conditions. The back stop commitment is in respect of units comprised of one Nyah common share and one-half of one share purchase warrant. Each whole share purchase warrant would entitle the holder to purchase one Nyah common share at a price of $0.12 per warrant exercisable for a period of 24 months from the date of issue. Forbes & Manhattan Inc. is a non-arm's length party to Nyah and Nyah has agreed to pay Forbes & Manhattan a fee of $100,000 for the provision of this stand by commitment. This financing would be subject to approval of the TSX Venture Exchange. The proposed transaction is subject to a number of conditions, including receipt of shareholder and regulatory approval, including approval of the TSX Venture Exchange, and the execution of a definitive agreement in respect of the acquisition. Amar Bhalla is a director of Nyah, currently holds 1,000,000 common shares of Nyah and is also a director of Trinorth and has control or direction over 850,000 common shares and 338,914 options of Trinorth. About TriNorth TriNorth is a Canadian-based investment company that invests in a diversified portfolio of companies to generate long-term capital growth for shareholders. TriNorth takes an active interest in its investee companies from the earliest stages, providing strategic and financial counsel, support and direction to assist in their growth and success. TriNorth's investment strategy includes structuring and initiating deals focused on particular resources, themes or regions as well as launching the development of businesses in select industries by providing assistance with the hiring of management teams, providing seed capital and facilitating IPOs. All investment activities of TriNorth are managed by Lawrence Asset Management Inc, a leading Canadian alternative investment asset manager. Cautionary Notes Except for statements of historical fact contained herein, the information in this press release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may", "will" and include without limitation, statements regarding the stated use of proceeds; plan of operations and comparative advantages; and benefits of this investment. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, regulatory risks, risks inherent in foreign operations, commodity prices, competition, and investments having no history of operations. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise. %SEDAR: 00003606E 

For further information: (416) 362-6283, Catherine Stretch, Lawrence Asset Management Inc., Toronto, Canada, [ info@lawrenceasset.com ], [ www.trinorthcapital.com ]