Exall Resources Limited
OTC Bulletin Board : EXALF

Exall Resources Limited

December 08, 2006 17:05 ET

Exall Sets Record Date for Distribution of Exall Energy Shares

TORONTO, ONTARIO--(CCNMatthews - Dec. 8, 2006) - Exall Resources Limited ("Exall" or the "Company") (TSX:EXL) is pleased to announce that it has set December 14, 2006 as the record date ("Record Date") for the distribution of the shares of Exall Energy Corporation ("EEC"), a wholly owned subsidiary of Exall, to the then current holders of Exall under the plan of arrangement (the "Arrangement") between Exall and EEC which Arrangement was approved by the holders of Exall on November 16, 2006. Also as previously announced, EEC will consolidate its shares on the same date as the record date on a one (1) for five (5) basis (the "Consolidation"). As soon as possible following the record date, Exall's transfer agent will distribute the EEC shares to the shareholders of Exall.

Shareholders of Exall holding less than 500 common shares (the "Small Lot Holder") on the Record Date will be entitled to receive a cash payment from EEC in respect of the shareholder's small lot on the basis of (i) the ten day value weighted average price of the common shares of EEC for the first ten trading days following the completion of the Arrangement; or (ii) if the common shares of EEC are not listed within 30 days of the completion of the Arrangement then at such price as determined by the directors in their sole discretion per EEC common share, unless such Small Lot Holder specifically elects within thirty (30) days of the deadline specified on the Election Form to receive EEC common shares. Small Lot Holders of Exall should complete and deliver the Election Form to Equity Transfer & Trust Company at its principal office in Toronto if they wish to receive EEC common shares.

Exall also announced that application has been made for listing the EEC common shares on the TSX Venture Exchange (the "TSX-V"). EEC will complete the previously announced financing in January, 2007 and price will be determined based on trading prices on the TSX-V.

EEC expects to complete the previously announced acquisition of Kingsmere Exploration Ltd. (the "Acquisition") before year end, subject to regulatory approval. Details of the Acquisition will be released as soon as possible.

Approximately 16,800,000 common shares of EEC will be issued and outstanding after the Consolidation and prior to completion of the Acquisition or any financing. All of these matters are subject to Board and regulatory approvals.

Following completion of the Arrangement, Exall intends to immediately amalgamate (the "Merger") with Southern Star Resources Inc. ("Southern"), approval for which was granted by the shareholders of each of Exall and Southern on December 4, 2006 as more fully set out in a joint press release of Exall and Southern dated November 7, 2006.

Forward-Looking Statement

The statements made in this News Release may contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from the Company's expectations and projections. Accordingly, readers should not place undue reliance on forward-looking statements. For a more detailed discussion of such risks and other factors, refer to Exall's filings with Canadian securities regulators available on www.sedar.com or the Company's website at www.exall.com.

Contact Information

  • Exall Resources Limited
    Stephen G. Roman
    Chairman, President and CEO
    (416) 368-3949
    Website: www.exall.com