Orleans Resources Inc.

Orleans Resources Inc.
Orleans Energy Ltd.

Orleans Energy Ltd.

January 26, 2005 06:00 ET

Shareholders Of Orleans Energy Ltd. 'Formerly Orleans Resources Inc.' Approve Oil And Gas Reorganization Transaction


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: ORLEANS RESOURCES INC.

JANUARY 26, 2005 - 06:00 ET

Shareholders Of Orleans Energy Ltd. 'Formerly Orleans
Resources Inc.' Approve Oil And Gas Reorganization
Transaction

MONTREAL, QUEBEC and CALGARY, ALBERTA--(CCNMatthews - Jan. 26, 2005) -
Orleans Resources Inc. ("Orleans") is pleased to announce today that it
has successfully completed the reorganization of Orleans into Orleans
Energy Ltd. ("OEX"), a new junior oil and gas exploration and production
company. The plan of arrangement was approved by 99% of the votes cast
by shareholders of Orleans at a meeting held on January 25, 2005.
Pursuant to the reorganization, former shareholders of Orleans received
one OEX common share for every four Orleans shares held.

In connection with the plan of arrangement, former Orleans shareholders
also approved the corporate acquisition of 1133069 Alberta Ltd. by OEX
(the "Acquisition"). The Acquisition is valued at approximately $13
million. The assets to be obtained through the Acquisition, will qualify
OEX as a tier two oil and gas issuer on the TSX Venture Exchange (the
"Exchange"), with closing expected to occur prior to January 31, 2005.

Following the reorganization, the board of directors of OEX is now
comprised of Messrs:

- Barry Olson

- Paul Colborne

- James Saunders

- Ken Woolner

- Robert Girard

It is expected that the common shares of OEX will commence trading on
the TSX Venture Exchange shortly, subject to the completion of final
filing documentation with the Exchange. OEX will trade under the symbol
"OEX" and will issue a further press release prior to the commencement
of trading. Following the completion of the reorganization and the
Acquisition, OEX has an aggregate of 10,323,353 common shares issued and
outstanding. OEX's head office is now located in Calgary, Alberta.

Certain information set forth in this press release, including a
discussion of future plans and operations, contains forward-looking
statements that involve substantial known and unknown risks and
uncertainties. These forward-looking statements are subject to numerous
risks and uncertainties, some of which are beyond management's control,
including but not limited to, the impact of general economic conditions,
industry conditions, fluctuation of commodity prices, fluctuation of
foreign exchange rates, environmental risks industry competition,
availability of qualified personnel and management, stock market
volatility, timely and cost effective access to sufficient capital from
internal and external sources. Actual results, performance or
achievement could differ materially from those expressed in or implied
by these forward-looking statements.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Orleans Energy Ltd.
    Barry Olson
    President & C.E.O.
    (403) 215-2941
    or
    Orleans Energy Ltd.
    Dean Bernhard
    Vice President Finance & C.F.O.
    (403) 215-2945
    (403) 261-8850 (FAX)
    The TSX Venture Exchange has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved the
    contents of this press release.