TMX group

SALT LAKE CITY, Aug. 8 /CNW/ -- MK Resources Company
(OTC Bulletin Board: MKRR) today announced that its board of directors has
declared a dividend of deferred valuation rights and approved supplemental
contractual appraisal rights in connection with its proposed merger with a
subsidiary of Leucadia National Corporation ("Leucadia").  The MK Resources
board of directors approved the dividend and the supplemental contractual
appraisal rights to ensure that stockholders have an opportunity to share the
benefit of any recognizable increase in the market value of MK Resources'
investment in Bear Creek Mining Corporation ("Bear Creek"), a publicly traded
Canadian mineral exploration company (TSX Venture Exchange: BCM).
The market value of MK Resources' investment in Bear Creek has increased
since May 2, 2005, the date on which MK Resources entered into the merger
agreement with Leucadia and its subsidiary.  On July 12, 2005, Bear Creek
announced sample drilling results from the first four holes at Bear Creek's
Corani silver-gold project located in southeastern Peru.  On August 3, 2005,
Bear Creek announced drilling results from an additional nine holes at its
Corani project.
MK Resources owns 4,821,905 common shares of Bear Creek, or approximately
15% of the total outstanding shares of Bear Creek.  Based on the closing price
of Bear Creek's stock on May 2, 2005, the market value of MK Resources'
investment in Bear Creek at May 2, 2005 was approximately $2.8 million.  Based
on the closing price of Bear Creek's stock on August 5, 2005, the market value
of MK Resources' investment in Bear Creek at August 5, 2005 was approximately
$11.5 million.  MK Resources' estimate of the market value of its investment
in Bear Creek is based solely on the quoted market price for Bear Creek common
shares.  MK Resources is not in a position to verify Bear Creek's drilling
results or any other announcement or reports issued by or regarding Bear
Creek.
The merger contemplated by the merger agreement would result in MK
Resources becoming a wholly owned subsidiary of Leucadia.  The merger will
facilitate a transaction between MK Resources, Leucadia and Inmet Mining
Corporation ("Inmet"), in which Inmet will acquire a 70% interest in MK
Resources' Las Cruces copper mining project in southern Spain in exchange for
the issuance of 5,600,000 Inmet common shares to MK Resources.  If the merger
involving MK Resources and Leucadia is completed, each outstanding share of MK
Resources common stock (other than shares held by Leucadia or by record
holders who either (i) validly perfect appraisal rights under Delaware law or
(ii) pursue the supplemental Contractual Appraisal Rights as defined herein)
will be converted into the right to receive 0.0317 of a Leucadia common share
(the "Merger Consideration"), and current stockholders of MK Resources other
than Leucadia will not possess any interest in the common stock of MK
Resources to be outstanding after the merger.  At the time MK Resources
entered into the merger agreement, Bear Creek had not announced the results of
its drilling program at its Corani project and, accordingly, the subsequent
appreciation in the market value of MK Resources' investment in Bear Creek
could not have been considered in determining the merger consideration.
Inmet is not acquiring any interest in the Bear Creek stock held by MK
Resources, all of which will continue to be held by MK Resources, as a
wholly-owned subsidiary of Leucadia, following the proposed merger.  Without
the dividend of deferred valuation rights declared by the MK Resources board
of directors today, Leucadia would have received the full economic benefit or
detriment associated with any increase or decrease in the value of MK
Resources' investment in Bear Creek since the date of the merger agreement.
On August 3, 2005, the audit committee of the board of directors of MK
Resources, which consists of all of the independent directors of MK Resources,
reviewed and considered the increase in the market value of MK Resources'
investment in Bear Creek.  Over the course of the following days, the
independent directors met with their counsel and with the other members of the
board of directors of MK Resources (one of whom is an executive of Leucadia)
and with MK Resources' counsel, as well as with Leucadia's counsel.  Numerous
discussions among the parties ensued, with the independent directors
requesting that Leucadia consider an increase in the Merger Consideration,
through an adjustment to the exchange ratio or otherwise, in order to reflect
the recent appreciation in the market value of MK Resources' investment in
Bear Creek. Leucadia rejected the request because of its concern that doing so
would create uncertainty and delay as to the Inmet transaction, thereby
jeopardizing that transaction (as noted by the independent directors as well),
and responded with a counter proposal to provide the minority stockholders of
MK Resources with the benefit of expanded appraisal rights, whether perfected
under Delaware General Corporation Law Section 262 ("Section 262") or in
compliance with MK Resources' unilateral agreement to provide its stockholders
with a contractual appraisal remedy.  Leucadia confirmed that it would cause
MK Resources to comply with the terms of the contractual appraisal rights
following consummation of the proposed merger.  Thereafter, the independent
directors of MK Resources reiterated their request that minority stockholders
also receive the benefit of any recognizable increase in value of MK
Resources' investment in Bear Creek.  The independent directors advised
Leucadia that they had concerns about continuing to recommend that
stockholders vote in favor of the approval and adoption of the merger
agreement unless provision was made for the minority stockholders to receive
the benefit of any recognizable increase in value of MK Resources' investment
in Bear Creek.  To resolve these concerns, Leucadia proposed that MK Resources
undertake to sell its shares of Bear Creek stock in an orderly manner over a
period of several months and declare a dividend of deferred valuation rights
payable to record stockholders of MK Resources.  Leucadia proposed that the
aggregate dividend amount payable be an amount equal to the net sales proceeds
from the orderly sale of the Bear Creek shares owned by MK Resources, reduced
by the market value of such Bear Creek shares at May 2, 2005 (because the
market value of the Bear Creek shares at May 2, 2005 had already been
considered by the independent directors in their evaluation of the Merger
Consideration), and further reduced by the aggregate increase in market value
of the maximum number of Leucadia shares issuable to stockholders of MK
Resources pursuant to the merger.  Leucadia agreed to waive any restrictions
prohibiting the declaration and payment of dividends by MK Resources contained
in the merger agreement and certain loan agreements to permit the declaration
and payment of the proposed dividend of deferred valuation rights.
In the afternoon of August 5, 2005, the independent directors of MK
Resources met to review and consider Leucadia's proposal with respect to the
dividend of deferred valuation rights.  The independent directors determined
to recommend approval by the board of directors of MK Resources of the
dividend proposal on the condition that Leucadia agree that the amount of the
deferred valuation rights would not be reduced by the increase in the market
value of the Leucadia shares issuable to stockholders of MK Resources pursuant
to the proposed merger.  Leucadia agreed to this modification.  The
independent directors then unanimously recommended that the board of directors
of MK Resources approve the dividend proposal, as modified.  The independent
directors of MK Resources further concluded that it was desirable and in the
best interests of the minority stockholders to proceed promptly with the
proposed merger to enable the Inmet transaction to be consummated as soon as
practicable.  Accordingly, the independent directors of MK Resources
unanimously recommended that (i) the board of directors not change its
recommendation that MK Resources' stockholders vote for approval and adoption
of the merger agreement, and (ii) the special meeting of the MK Resources
stockholders to vote on the proposed merger be held as scheduled on August 9,
2005.  In making their recommendations, the independent directors of MK
Resources considered a number of factors, including:

   the aggregate increase in the market value of MK Resources' investment
    in Bear Creek of approximately $8.7 million from May 2, 2005 (the date
    of the merger agreement) to August 5, 2005, and the fact that the
    indirect interest of minority stockholders of MK Resources in that
    amount would be approximately 27.9%, or $2.4 million;

   the fact that the Merger Consideration already valued MK Resources'
    interest in the Bear Creek shares at May 2, 2005;

   the strong concern that any delay in consummation of the proposed
    Leucadia merger could materially jeopardize MK Resources' ability to
    consummate the Inmet transaction;

   Leucadia's willingness to permit MK Resources to declare a dividend of
    deferred valuation rights to MK Resources stockholders based on the
    increase in the market value of MK Resources' shares of Bear Creek
    stock from May 2, 2005;

   the fact that the market value of the Leucadia merger consideration to
    be received by MK Resources stockholders has increased approximately
    $1.1 million ($0.10 per share), or 9.1%, since the date of the merger
    agreement due to appreciation of Leucadia's stock price from $34.90
    per share on May 2, 2005 to $38.06 on August 5, 2005;

   MK Resources' contractual commitments to Inmet and Leucadia;

   the ability of all record holders of MK Resources stock to pursue
    statutory appraisal rights under Section 262 and, for any record
    holder of MK Resources stock who has not properly exercised such
    statutory appraisal rights prior to the date of the special meeting of
    stockholders, the ability to pursue the Contractual Appraisal Rights
    described below; and

   the agreement by Leucadia to cause MK Resources to comply with the
    terms of the Contractual Appraisal Rights described below following
    consummation of the merger.

Following the recommendation of the independent directors, the full board
of directors of MK Resources met on August 5, 2005 and unanimously approved in
principle the proposed dividend of deferred valuation rights, as modified at
the request of the independent directors.  The board of directors instructed
counsel for MK Resources to prepare a unanimous written consent for execution
by the board of directors for purposes of declaring the dividend of deferred
valuation rights, setting the record date for the dividend, and specifying the
manner in which the dividend amount payable would be calculated.  The board of
directors also unanimously determined to proceed with the special meeting of
MK Resources stockholders on August 9, 2005 and not to change the board's
recommendation that MK Resources stockholders vote for approval and adoption
of the merger agreement.  In making these determinations, the board of
directors of MK Resources considered the factors taken into account by the
independent directors of MK Resources and agreed with the conclusion of the
independent directors as to the desirability of proceeding with the proposed
merger to enable the Inmet transaction to be consummated as soon as
practicable.  Leucadia advised the board of directors of MK Resources that it
concurred with such conclusion.
On August 8, 2005 (the "Declaration Date"), the members of the MK
Resources board of directors executed a unanimous written consent declaring a
dividend of one deferred valuation right (a "Deferred Valuation Right") per
share on the common stock of MK Resources payable to all stockholders of
record at the close of business on August 18, 2005 (the "Record Date").  Each
Deferred Valuation Right will entitle a stockholder of record on the Record
Date to receive an amount equal to its pro rata share of the proceeds, if any,
after deducting all expenses, from the orderly sale of MK Resources' shares of
Bear Creek after deducting from such net sale proceeds $2,804,327 (the
aggregate market value of the 4,821,905 shares of Bear Creek common stock at
May 2, 2005 based on the closing sale price for Bear Creek common stock on
such date).
In connection with the dividend of the Deferred Valuation Right, MK
Resources undertakes to sell its 4,821,905 shares of Bear Creek common stock
in an orderly manner in one or more transactions, in the open market, in
privately negotiated transactions or otherwise, within nine months.  When all
of MK Resources' shares of Bear Creek common stock have been sold, MK
Resources will aggregate the net proceeds, if any, of all such sales and pay
the amounts payable pursuant to the Deferred Valuation Rights as promptly as
practicable to the record holders of the Deferred Valuation Rights.  The
Deferred Valuation Rights will not be certificated, will not be transferable
except under the laws of descent and distribution, will not possess any voting
rights, will not receive any dividends or interest and will not represent any
equity interest in MK Resources or in Bear Creek.
MK Resources stockholders should note that any value MK Resources may
ultimately receive from its investment in Bear Creek will be subject to a
number of risks and uncertainties, including Bear Creek's performance in the
future, the results of future exploration at Bear Creek's Corani project,
volatility in the market price for the Bear Creek shares and the existence of
sufficient market liquidity to absorb MK Resources' position in the Bear Creek
shares.  There can be no assurance as to the consideration to be received by
MK Resources upon the sale of the Bear Creek shares or that the Dividend
Valuation Rights will ultimately have any value resulting in any payment being
made to a record stockholder of MK Resources on the Record Date.
A special meeting of MK Resources stockholders will be held Tuesday,
August 9, 2005 to consider and vote upon the proposal to approve and adopt the
merger agreement.  The meeting will be held at the Radisson Hotel Salt Lake
City Downtown, 215 West South Temple, Salt Lake City, Utah at 10:00 a.m.,
local time.  As of the record date of the special meeting, Leucadia
beneficially owned approximately 72.1% of the outstanding shares of MK
Resources common stock.  Leucadia has agreed with Inmet to vote its MK
Resources shares in favor of approval and adoption of the merger agreement at
the special meeting.  Accordingly, Leucadia's vote will be sufficient to
approve the merger. MK Resources currently expects that the proposed merger
will be consummated on or about August 19, 2005.
Additional information regarding the special meeting is contained in the
proxy statement/prospectus dated July 8, 2005, which was mailed to
stockholders on or about July 12, 2005.  The proxy statement/prospectus is
also contained in filings by MK Resources and Leucadia, which are available at
the website maintained by the Securities and Exchange Commission at
www.sec.gov.  As of August 5, 2005, stockholders holding approximately 10% of
MK Resources' outstanding common stock had demanded appraisal of their shares
under Section 262. A putative class action on behalf of the MK Resources
stockholders (other than Leucadia) continues to be pending in the Delaware
Chancery Court.

CONTRACTUAL APPRAISAL RIGHTS:
In addition to the statutory appraisal rights separately available under
Section 262 and described on page 38 of the proxy statement/prospectus dated
July 8, 2005 ("Statutory Appraisal Rights"), MK Resources hereby agrees to
provide all record stockholders of MK Resources who continuously hold shares
of MK Resources common stock through the effective time of the proposed merger
with the contractual right to secure a judicial determination of the fair
value of any or all of their MK Resources common stock with respect to the
proposed merger ("Contractual Appraisal Rights").  The fair value
determination for Contractual Appraisal Rights shall generally be subject to,
except as otherwise provided below, the procedures, timing, notices and
substantive standards employed under Section 262 upon the exercise of
Statutory Appraisal Rights.
In the event of (i) a global settlement of all appraisal claims in
connection with the exercise of Contractual Appraisal Rights or (ii) a final
judicial determination of the fair value of MK Resources common stock pursuant
to the exercise of Statutory Appraisal Rights under Section 262 commenced in
connection with the proposed merger, MK Resources agrees to offer such
settlement amount or judicially determined fair value on a per share basis as
consideration for the settlement of each stockholder's claims resulting from
the proper exercise of such stockholder's Contractual Appraisal Rights.
Any MK Resources stockholder wishing to pursue Contractual Appraisal
Rights will be free to do so regardless of the final outcome of any statutory
appraisal proceeding or any global settlement offer made in a proceeding with
respect to Contractual Appraisal Rights as a result of the outcome or
settlement of a proceeding involving Statutory Appraisal Rights.
MK Resources agrees that any judicial proceeding involving the exercise of
Contractual Appraisal Rights may be pursued exclusively in any court of
competent jurisdiction of the State of Delaware (the "Delaware Court").  Any
MK Resources stockholder pursuing Statutory Appraisal Rights or Contractual
Appraisal Rights will not receive the Leucadia stock constituting the Merger
Consideration, will receive a cash payment from MK Resources upon the
settlement or conclusion of the appropriate appraisal proceeding, and may be
entitled to prejudgment interest in connection with either appraisal
proceeding.  Following the merger, MK Resources stockholders exercising
Statutory Appraisal Rights or Contractual Appraisal Rights shall have no other
rights or equity interest in MK Resources.
Record stockholders of MK Resources who have not sought or who have not
properly perfected Statutory Appraisal Rights under Section 262 in connection
with the proposed merger:  Such stockholders can demand Contractual Appraisal
Rights provided that appropriate notice is received by MK Resources on or
before August 29, 2005.
Record stockholders of MK Resources who have voted in favor of or against
or who have not voted on the proposed merger and/or have not made a proper
appraisal demand under Section 262:  Such stockholders may nevertheless make a
demand for Contractual Appraisal Rights if appropriate notice is received by
MK Resources on or before August 29, 2005.
Record stockholders who have not voted in favor of the proposed merger and
already have made a proper appraisal demand under Section 262:  Such
stockholders need not take any additional action prior to the stockholders
meeting and should seek to perfect their statutory appraisal rights following
the merger in accordance with Section 262.  Stockholders properly exercising
Statutory Appraisal Rights need not pursue, and are not eligible to pursue,
Contractual Appraisal Rights.
Any written demand for Statutory Appraisal Rights pursuant to Section 262
or for Contractual Appraisal Rights pursuant hereto should be sent or
delivered to MK Resources at MK Resources Company, 60 East South Temple, Suite
1225, Salt Lake City, Utah 84111, Attention: Secretary.
MK Resources will send to each record holder of MK Resources common stock
at the effective time of the merger notice of consummation of the merger.
Record stockholders who either (i) voted in favor of the merger or against the
merger or who did not vote on the merger, or (ii) did not deliver to MK
Resources written demand for appraisal of such record stockholder's common
shares prior to the taking of the vote on the proposed merger as required
under Section 262(d), may still exercise Contractual Appraisal Rights by
following the procedures set out in Section 262 as modified by the terms of
these Contractual Appraisal Rights.  In determining the procedures to follow
in order to exercise Contractual Appraisal Rights, all time frames set out in
Section 262 and applicable to the exercise of Statutory Appraisal Rights will
be extended for an additional 20 days with respect to Contractual Appraisal
Rights and all references in Section 262 to the Court of Chancery are deemed
to refer to the Delaware Court.  In all other respects the requirements of
Section 262 will apply to the perfection of Contractual Appraisal Rights as
nearly as practicable. MK Resources intends to send notices, from time to
time, to the record holders of MK Resources stock at the effective time of the
merger who exercise Statutory Appraisal Rights or Contractual Appraisal
Rights, as the case may be.

The provision of these Contractual Appraisal Rights to record stockholders
of MK Resources are separate from, independent of and supplemental to the
Statutory Appraisal Rights and are not intended to restrict any record
stockholder's ability to exercise the Statutory Appraisal Rights under
Section 262.
For additional information concerning Statutory Appraisal Rights under
Delaware General Corporation Law Section 262, see page 38 of the proxy
statement/prospectus dated July 8, 2005.  Any questions regarding Contractual
Appraisal Rights should be directed in writing to counsel for MK Resources,
Stoel Rives LLP, 201 South Main Street, Suite 1100, Salt Lake City, Utah,
84111, Attention: Reed W. Topham.

MK Resources is incorporated in Delaware and its executive offices are
located at 60 East South Temple, Suite 1225, Salt Lake City, Utah 84111.

For further information regarding the proposed merger or the deferred
valuation rights, please contact John Farmer at 801-297-6900 or visit MK
Resources Company at www.mkresources.com.

This press release contains forward-looking statements made pursuant to
the safe-harbor provisions of the Private Securities Litigation Reform Act of
1995.  MK Resources assumes no obligation to update these statements to
reflect actual results, changes in assumptions or other factors.  MK
Resources' forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from these
forward-looking statements.  Without limitation, these risks and uncertainties
include MK Resources' dependence on a single mining project, MK Resources'
need for financing and government approval to complete land purchases and to
develop the project, potential delays in the development of the Las Cruces
project, imprecision of reserve estimates and other estimates relating to the
Las Cruces project, uncertainties associated with government subsidies,
volatility of copper prices, currency fluctuations, international political
instability, MK Resources' significant level of indebtedness, risks associated
with mining operations and development in foreign countries, risks associated
with environmental and other laws and regulations, competition, risks
associated with the potential loss of key executives, and risks relating to MK
Resources' majority stockholder and lender.  Readers should review and
consider the various disclosures made by MK Resources in this press release,
the proxy statement/prospectus referred to in this press release and in its
reports to its stockholders and periodic reports on forms 10-K and 10-Q.