TORONTO, ONTARIO--(CCNMatthews - Dec. 21, 2006) - Exall Resources Limited (TSX:EXL) (OTCBB:EXALF) ("Exall") and Southern Star Resources Inc. (TSX:SSR) ("Southern Star"), are pleased to announce that they have concluded the merger previously announced on September 28, 2006 (the "Merger").
Exall has filed Articles of Amalgamation effective December 20, 2006, changing its name to Gold Eagle Mines Ltd. ("Gold Eagle"), and the shares of Exall outstanding at the close of trading on December 20, 2006 have been consolidated on a 0.5428 of a share for each share of Exall outstanding prior to the close of trading on December 20, 2006. Gold Eagle has also filed Articles of Amalgamation effective December 21, 2006, to complete the amalgamation of Gold Eagle's wholly owned subsidiary 2117523 Ontario Inc. and Southern Star, with Gold Eagle issuing one common share of Gold Eagle for each share of Southern Star outstanding at the commencement of trading on December 21, 2006.
Gold Eagle share ownership on a fully diluted basis is composed of approximately 53% Exall and 47% Southern Star. Following the Merger, Gold Eagle has approximately 84.3 million shares issued and outstanding.
Letters of transmittal will be mailed on December 22, 2006 to the shareholders of record of each company and it is expected Exall and Southern Star will commence trading on the Toronto Stock Exchange ("TSX") under the name Gold Eagle Mines Ltd. (TSX:GEA) at the opening of trading on the TSX on or about December 28, 2006. The shares of Southern Star will be de-listed from the TSX at the close of trading on the trading day immediately prior to the commencement of trading on the TSX of the common shares of Gold Eagle, which de-listing is expected to occur on December 27, 2006.
In connection with the Merger, Simon Lawrence was appointed the President and Chief Executive Officer and Brent Peters the Chief Financial Officer of Gold Eagle. Mr. Lawrence, a mining engineer, graduated from the Camborne School of Mines, Cornwall, England in 1986 and then worked in production mining in South Africa, as a mining analyst in the UK, and more recently in the development and financing of Canadian listed exploration companies. Brent Peters graduated from Brock University with a BBA minoring in accounting and has been the VP of Finance for Northfield Capital Corp since 1997. Over the past 10 years Mr. Peters has been involved with a number of public companies, including as the CFO for Southern Star since the beginning of the Gold Eagle project.
Gold Eagle now has an eight person board of directors comprised of Stephen G. Roman and Rob Cudney as Co-Chairs, Terry MacGibbon, Douglas Scharf, Derek Rance, Tom Pladsen, Simon Lawrence and Brent Peters.
Mr. Lawrence said "We shall aggressively explore our 100% owned Gold Eagle Mine Property in order to build further value for our shareholders. With the Bruce Channel discovery at Red Lake, we have what is shaping up to be a significant gold project in one of the world's greatest gold camps. We also have a number of other identified gold targets on the property which we aim to explore further."
Gold Eagle's main property is the Gold Eagle Mine Property which consists of 35 patented claims totalling 511.6 hectares (1,264.2 acres) in the heart of the prolific Red Lake Gold Camp. The property hosts the Gold Eagle mine which operated from 1937 to 1941. In August 2005, drilling intersected a significant gold zone beneath the Bruce Channel. This mineralised zone is referred to as the Bruce Channel Discovery and drilling to date has consistently intersected vein hosted high-grade gold values and extensive gold-rich sulphide zones within brecciated structures. The mineralized envelope is currently estimated to extend a minimum of 1,100 metres vertically and approximately 615 metres northeast-southwest and 450 metres northwest-southeast. The increasing size of the drill database is establishing mineralogical continuity between drill holes with increasing confidence and mineralization remains open in all directions. There are no royalties on the Gold Eagle Property.Further details on the Merger are contained in the joint information circular of Exall and Southern Star dated October 31, 2006, which is available on SEDAR.
FOR FURTHER INFORMATION PLEASE CONTACT:
Exall Resources Limited
Stephen G. Roman
Chairman, President and CEO
Southern Star Resources Inc.