Astorius Resources Ltd. has signed an assignment agreement dated Jan. 23, 2009, to acquire, from Alder Resources Ltd., an option it signed with Cariboo Resources Ltd. dated June 25, 2007. The company has, in consideration of the assignment to it by Alder, agreed to issue and allot to Alder 100,000 shares, and assume Alder’s obligations under the option — particularly a commitment to perform at least $100,000 worth of exploration work on the property, not later than Sept. 30, 2009.

The company has acquired the assignment from Alder as its proposed qualifying transaction. The assignment is subject to acceptance for filing by the TSX Venture Exchange.

The option grants an option to acquire a 60-per-cent interest in the Pat group of mineral claims covering an area of 1,330 hectares, which lie approximately 15 kilometres east of the village of Horsefly, Cariboo mining division, British Columbia. To maintain and exercise the option, Astorius will have to:

1. Pay and issue to the optionor the following amounts and numbers of shares, not later than the following specified dates:
   1. $30,000 and 50,000 shares of the company on July 9, 2009;
   2. $40,000 and 50,000 shares of the company on July 9, 2010;
   3. $45,000 and 50,000 shares of the company on July 9, 2011 (for a total of $115,000 and 150,000 shares);
2. Incur the following minimum expenditures on the claims by the following specified dates:
   1. $100,000 by Sept. 30, 2009 — which is a firm obligation and not an optional obligation;
   2. A total of not less than $1.2-million by June 25, 2011.

If the company exercises its option and acquires a 60-per-cent interest in the claims, it and Cariboo will thereupon be a joint venture, pursuant to a joint venture agreement, which is a schedule to the option, and which provides that the company will be the operator of the joint venture, so long as it maintains at least a 50-per-cent interest in the joint venture.

The company has commissioned the preparation of a National Instrument 43-101-compliant geological report on the claims, which is a requirement of the exchange.

Alder is a public Canadian company, the shares of which trade on the TSX Venture Exchange. The only shareholder of Alder who could be considered to directly, or indirectly, beneficially hold a controlling interest in Alder is Bruce Ford of Toronto, Ont.

Neither Alder nor the company own any shares in each other and, as a result of the assignment, Alder will hold no residual interests in the option or the claims covered by the option.

The assignment is an arm’s-length transaction — although Carl R. Jonsson is a director and officer of both Alder and the company. T.J. Malcolm Powell, director, president and chief executive officer of the company, was a director of Alder until his resignation on Jan. 22, 2009. It is not proposed that the assignment will be subject to the approval of the shareholders of the company.

The assignment, and the anticipated ultimate acceptance of it by the exchange as the company’s qualifying transaction, will not result in any change in the board of directors, or the management of the company. Those persons are:

• Mr. Powell — director, president and chief executive officer;
• Mr. Jonsson, LLB — director, secretary and chief financial officer;
• Arthur Troup, PEng — director;
• Lindsay Bottomer, PGeo — director.

As a result of the signing of the assignment, the company requested the exchange halt trading in the company’s shares, and the halt became effective Feb. 5, 2009.

The directors and officers are and will, after the closing of the assignment, continue to be the only insiders of the company.

Completion of the assignment transaction is subject to a number of conditions, including but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.