Exall Resources Limited
OTC Bulletin Board : EXALF

Exall Resources Limited
Southern Star Resources Inc.

Southern Star Resources Inc.

November 07, 2006 13:26 ET

Exall Resources Limited and Southern Star Resources Inc. Update - Merger

TORONTO, ONTARIO--(CCNMatthews - Nov. 7, 2006) - Exall Resources Limited (TSX:EXL)(OTCBB:EXALF) ("Exall") and Southern Star Resources Inc. (TSX:SSR) ("Southern Star"), are pleased to announce that further to the merger announced on September 28, 2006 (the "Merger"), they have mailed to their respective shareholders the joint circular describing the Merger and requesting approval. The meeting of shareholders of each of Exall and Southern Star to consider approval of the Merger is scheduled for December 4, 2006.

Exall and Southern Star have also entered into an amended and restated heads of agreement dated effective September 27, 2006 ("Amended Agreement"), which changes the legal structure of the Merger, but not the business terms. The Amended Agreement provides that the Merger is to be structured as a three cornered amalgamation, with Exall changing its name to Gold Eagle Mines Ltd. ("Gold Eagle"), consolidating its issued and outstanding shares on a 0.5428 for one (1) basis, and then amalgamating a wholly owned subsidiary of Exall with Southern Star through the issuance of one common share of Gold Eagle for each outstanding share of Southern Star. Following these steps, based on the number of currently issued and outstanding shares of both companies Gold Eagle will have approximately 84,866,837 common shares issued and outstanding, with 45,157,596 shares held by the former shareholders of Exall and 39,709,241 shares held by the former shareholders of Southern, for ownership of Gold Eagle on a non-diluted basis of approximately 53% Exall shareholders and 47% Southern Star shareholders.

Exall Resources Limited is a Toronto Stock Exchange listed company that trades under the symbol EXL. Exall owns 3,398,000 common shares of Southern Star Resources Inc.

Southern Star Resources Inc. is a Toronto Stock Exchange listed company that trades under the symbol SSR.

Cautionary Statements

This news release contains forward-looking statements regarding the proposed Merger of Exall and Southern Star. Actual results and developments may differ materially from those contemplated by these statements depending on, among others, the risks that Southern Star and Exall will not be able to obtain the required approvals or clearances from regulatory or other agencies and bodies on a timely basis. The forward-looking statements included in this release represent Southern Star's and Exall's views as of the date of this release. While Southern Star and Exall anticipate that subsequent events and developments may cause their views to change, Southern Star and Exall specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied up as representing the views of Southern Star and Exall as of any date subsequent to the date of this release.

Where to Find Additional Information About the Transaction

This press release is neither an offer to purchase securities nor a solicitation of an offer to sell securities. Investors and shareholders are strongly advised to read the Amended Agreement and the information circular to be sent to Exall and Southern Star shareholders in connection with the special meetings, as well as any amendments and supplements to those documents, when they become available because they will contain important information.

Contact Information