Exall Resources Limited
OTC Bulletin Board : EXALF

Exall Resources Limited

November 23, 2006 17:19 ET

Exall Shareholders Approve Oil and Gas Reorganization

TORONTO, ONTARIO--(CCNMatthews - Nov. 23, 2006) - Exall Resources Limited ("Exall" or the "Company") (TSX:EXL)(OTCBB:EXALF) announced that it held a special meeting of its shareholders (the "Meeting") in Toronto on November 16, 2006, where all of the resolutions brought forward were approved. Included in these resolutions was a resolution authorizing the re-organization of Exall's business pursuant to a statutory plan of arrangement (the "Arrangement") whereby the Company's oil and gas assets will be transferred to a new company named Exall Energy Corporation ("Energy") in exchange for shares in Energy which shares will then be distributed via return of capital to Exall's current shareholders. D&D Securities Company and Canaccord Capital Corporation have been engaged to raise up to an additional $5,000,000 to finance Energy's ongoing operations (the "Financing").

Exall filed Articles of Arrangement effective November 17, 2006 to implement the first part of the Arrangement. It is now proceeding to distribute the shares of Energy to its shareholders, as described in this press release.

The Toronto Stock Exchange ("TSX") has conditionally approved the Arrangement subject to the Company filing documents with the TSX evidencing the Arrangement at least 4 business days prior to the record date. Exall will announce the record date once it has been determined. Energy will consolidate its shares on the same date as the record date on a one (1) for five (5) basis (the "Consolidation"). Approximately three days after the record date, Exall's transfer agent will then distribute the Energy shares to the shareholders of the Company.

Approximately 16,800,000 common shares of Energy will be issued and outstanding after the Consolidation and prior to completion of the Financing. Energy is seeking conditional approval for listing and posting of its common shares. All of these matters will be subject to Board and regulatory approvals. In addition, pursuant to the re-organization to form Energy, the initial Board of Directors of Energy is comprised of Stephen G. Roman, Michael van Rens, Frank Rebeyka and Bernard Lang.

The Board and management believe the creation of a company focused on oil and gas exploration and development will enhance the company's ability to raise additional funds and pursue new opportunities in this sector. In addition, management believes that the re-organization will facilitate the assessment of value of Exall's assets and provide shareholders with direct ownership in two well-focused companies.

Following the reorganization, Exall intends to amalgamate with Southern Star Resources Inc., subject to receipt of all required shareholder and regulatory approvals and on the terms and conditions more fully set out in a press release of Exall dated November 7, 2006.

Exall Resources Limited is a Toronto Stock Exchange listed company that trades under the symbol EXL. Exall is active in its business of gold exploration and development in Red Lake, Ontario with four drill rigs currently active on the Gold Eagle property, as well as oil and gas exploration, development and production from its properties in Alberta, British Columbia, Texas and in the North Sea offshore the United Kingdom. Exall owns 3,398,000 common shares of Southern Star Resources Inc. Exall has 83,453,804 common shares issued and outstanding.

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