St Andrew Goldfields Ltd.
TSX : SAS

St Andrew Goldfields Ltd.

August 10, 2005 13:28 ET

Heritage Exploration Shareholders Overwhelmingly Approve Business Combination With St Andrew Goldfields Ltd.

OAKVILLE, ONTARIO--(CCNMatthews - Aug. 10, 2005) - St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew") is pleased to announce that the shareholders of Heritage Exploration Ltd.(TSX VENTURE:HXL) ("Heritage") have overwhelmingly approved the business combination of Heritage with St Andrew.

The business combination will be effected by means of a plan of arrangement pursuant to which St Andrew will acquire all of the outstanding shares of Heritage not currently owned by St Andrew in exchange for common shares of St Andrew on the basis of 1.2 St Andrew common shares for each one Heritage common share. Warrants and options to acquire common shares of Heritage will be exchanged for warrants and options to acquire common shares of St Andrew on the basis of the same exchange ratio as the common shares. On the basis that all the outstanding shares of Heritage not owned by St Andrew are exchanged, St Andrew will issue approximately an additional 18,083,000 common shares, 256,000 warrants and 1,356,000 options of St Andrew.

Completion of the business combination is subject to the approval of the Ontario Superior Court of Justice, which approval will be sought on August 15, 2005. Assuming that the necessary approval is obtained, the transaction is expected to be completed on or before August 22, 2005

St Andrew is a gold mining and exploration company with near term gold production expected from its Stock Gold Complex, Timmins, Canada and Nixon Fork Gold Mine, Alaska. The company controls a large land position in the Timmins Mining Camp and an extensive land position at Eskay Creek in northern British Columbia, Canada. St Andrew also owns a 28.3 % interest (20 million shares) in Geoinformatics Exploration Inc. (TSX VENTURE:GXL).

For further information about St Andrew Goldfields Ltd., please visit St Andrew's website at www.standrewgoldfields.com or contact Investor Relations toll-free at 1-800-463-5139 or email investor@standrewgoldfields.com

This press release shall not constitute an offer of securities for sale in the United States. Securities of St Andrew may not be offered or sold in the United States absent registration or an exemption from registration.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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