Heritage Explorations Ltd.

Heritage Explorations Ltd.

August 09, 2005 15:27 ET

Heritage Explorations Ltd. Shareholders Approve Combination With St Andrew Goldfields Ltd.

OAKVILLE, ONTARIO--(CCNMatthews - Aug. 9, 2005) - HERITAGE EXPLORATIONS LTD. (TSX VENTURE:HXL) announced that its shareholders today overwhelmingly approved the business combination of Heritage with St Andrew Goldfields Ltd. (TSX:SAS).

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.

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.

Also at the meeting of Heritage shareholders, minority shareholders did not approve the proposed repricing of the outstanding stock options of Heritage and such repricing will not proceed.

Contact Information

  • Heritage Explorations Ltd.
    Glenn Laing
    President and CEO
    (905) 815-9855
    (905) 815-9437 (FAX)