Birim Goldfields Inc.
TSX : BGI

Birim Goldfields Inc.
Goldcrest Resources Ltd.
TSX VENTURE : GCL

Goldcrest Resources Ltd.

January 30, 2008 08:00 ET

Birim Goldfields Inc. and Goldcrest Resources Ltd. to Merge

MONTREAL, QUEBEC--(Marketwire - Jan. 30, 2008) - Birim Goldfields Inc. ("Birim") (TSX:BGI) and Goldcrest Resources Ltd. ("Goldcrest") (TSX VENTURE:GCL) are pleased to announce today that they have entered into an agreement to merge the companies by means of an amalgamation that has been approved by the boards of both companies respectively.

The Board of Directors of Birim and the Board of Directors of Goldcrest believe that the merger will have the following benefits for their respective shareholders:

- An extensive property portfolio covering 25 properties in Ghana and Burkina Faso. All of these properties are located on highly prospective Birimian gold belts, similar to those that have delivered several world class gold mines in West Africa over the last 15 years.

- Multiple first class exploration targets, including a project where a recently defined NI43-101 compliant resource is being extended, six advanced drill prospects, nine drill-ready targets and over 40 first class anomalies that can be advanced to the drill-ready stage.

- The combined company will be well positioned for growth and have the financial strength and flexibility, with over $16.5 Million in cash and over $10.5 Million in marketable securities, to take advantage of consolidation and acquisition opportunities in Africa.

- A quality management and exploration team with complementary skills to ensure systematic progress on the combined properties and extensive African experience to identify and secure new opportunities in the region.

- Increased share trading liquidity and market capitalization that is attractive to a wider range of investors than that offered by the individual companies.

In a joint statement released today Vic King, president and CEO of Birim, and Kevin Bullock, President and CEO of Goldcrest, stated "The merged entity brings together properties, people and funding that will provide the basis for a more substantial company capable of playing an exciting and leading exploration role in the West African region, where relatively recent successes have led to the development of a number of significant gold mines".

Management of the new company will be led by a team consisting of Kevin Bullock as President and Chief Executive Officer, Victor King as Chief Operating Officer, Robert Whittall as Chief Financial Officer, and Guy Franceschi as Vice President, Exploration. Denis Simoneau will be Chairman of the new board of six directors. Birim has nominated three directors including Denis Simoneau, Victor King and Lewis Lawrick and Goldcrest has nominated three directors including Kevin Bullock, Robert Whittall and Gordon Bogden.

The business combination will be effected by means of an amalgamation pursuant to which Birim will exchange all of its outstanding shares for shares of the new amalgamated entity ("Amalco") on the basis of 2.6 Birim common shares for each Amalco common share (the "Birim Exchange Ratio"). Goldcrest will exchange all of its outstanding shares for shares of Amalco on the basis of 3.0 Goldcrest common shares for each Amalco common share (the "Goldcrest Exchange Ratio"). Outstanding warrants and options to acquire common shares of Birim and Goldcrest will be exchanged for warrants and options to acquire common shares of Amalco on the basis of the Birim Exchange Ratio and Goldcrest Exchange Ratio, respectively. Subject to regulatory approval, the common shares of the new company will continue to trade on the Toronto Stock Exchange. Prior to closing the transaction, the new company will be renamed.

Upon completion of the amalgamation, Amalco will have approximately 53,247,852 issued and outstanding common shares on an undiluted basis, 26,011,995 to be held by former Birim shareholders and 27,235,858 to be held by former Goldcrest shareholders which represents ownership of Amalco of 48.9% by Birim shareholders and 51.1% by Goldcrest shareholders. Upon completion of the amalgamation Amalco will have approximately 59,153,144 issued and outstanding common shares on a fully diluted basis, 29,828,953 to be held by former Birim shareholders and 29,324,191 to be held by former Goldcrest shareholders which represents ownership of Amalco of 50.4% by Birim shareholders and 49.6% by Goldcrest shareholders.

Implementation of the business combination is subject to receipt of fairness opinions by each of Birim and Goldcrest, all requisite regulatory approvals and third party consents, and other conditions customary in transactions of this nature. The business combination must be approved by at least two-thirds of the votes cast by the shareholders of each of Birim and Goldcrest. The agreement includes a commitment by each of Birim and Goldcrest not to solicit alternative transactions to the Amalgamation. Directors and senior officers of Birim and Goldcrest have agreed to vote their shares in favour of the Amalgamation. If the combination does not occur as a result of one of the parties accepting a superior proposal from a competing bidder, then the party which accepted the superior proposal will be required to pay a fee equal to $500,000. The shareholder meetings are expected to be held at the end of March 2008, with the transaction expected to close shortly thereafter.

Forward Looking Information Caution:

This press release presents "forward-looking statements" within the meaning of Canadian securities legislation that involve inherent risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold and other minerals and metals, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the capital expenditures, costs and timing of the resources, the realization of mineral reserve estimates, the capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Goldcrest or Birim or the combined company to be materially different from those expressed or implied by such forward looking statements, including but not limited to: risks related to international operations, risks related to the integration of acquisitions; risks related to joint venture operations; actual results of current exploration activities; actual results of current or future reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other minerals and metals; possible variations in ore reserves, grade or recovery rates; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities.
Although the management and officers of Goldcrest and Birim believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Goldcrest and Birim do not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Neither the TSX Venture Exchange nor the Toronto Stock Exchange accept responsibility for the adequacy or accuracy of this news release.

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