Mantle Resources Inc.

Mantle Resources Inc.

December 18, 2006 13:36 ET

Mantle Resources to Make Share Exchange Offer to Acquire Ecstall Mining

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Dec. 18, 2006) - Mantle Resources Inc. (TSX VENTURE:MTS)(FWB:A0F7E1) is pleased to announce that it intends to make a take-over bid to purchase all outstanding shares of Ecstall Mining Corporation (TSX VENTURE:EAM) on the basis of 0.40 of a common share of Mantle for each Ecstall share.

The Offer will be subject to the terms and conditions which will be set out in a formal Offer to Purchase and accompanying Offering Circular which will be filed with securities regulatory authorities in Canada and mailed to Ecstall shareholders shortly. The Offer will contain customary conditions, including the absence of adverse material changes in Ecstall's affairs, receipt of necessary regulatory approvals and at least 66 2/3 % of the outstanding shares being validly deposited under the Offer, among other conditions, all of which will be set out in the formal Offer documents.

"We are convinced that the combination of Mantle and Ecstall and the consolidation of ownership of the Akie Property is in the best interests of the shareholders of both companies", commented Mr. Peeyush Varshney, President of Mantle. "We invited the directors and management of Ecstall to sit down and discuss our proposal for a friendly combination of the properties and the complimentary resources and management of both companies, however Mr. Chris Graf, the President of Ecstall, refused to make himself available to talk to us", added Mr. Varshney. "We believe our offer makes good business sense, is fair to the shareholders of both companies, and with the project unified under one company with strong management and financial resources, the shareholders of both companies will be positioned to achieve maximum shareholder value. If, however, Mr. Graf is unwilling to listen, we really have no choice but to take our offer directly to Ecstall's owners, which is what we will now do", concluded Mr. Varshney.

The Offer will be open for acceptance for a 35 day period from the date it is commenced, unless it is withdrawn or extended. Further details regarding the Offer will be provided shortly.

On December 15, 2006, the closing prices of Ecstall shares and Mantle shares on the TSX Venture Exchange were $0.315 and $1.18, respectively. Based on these prices, the Offer represents a value of approximately $0.47 per Ecstall share and a premium of approximately 50% over the closing price of Ecstall shares on that date.

Note to Shareholders:

The information contained in this Press Release is a summary only and does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer or invitation to sell, any of the securities of Ecstall or Mantle. The Offer will be made solely under the formal Offer documents which will be mailed to shareholders and filed with the Canadian securities regulatory authorities and will not be made in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

On behalf of the Board of Directors


Peeyush K. Varshney, LL.B, President and Director

Forward-Looking Statements

Certain statements contained in this press release and in the Offer and Offering Circular, are "forward-looking statements" within the meaning of the phrase under Canadian securities laws. These statements may be identified by the use of words "expects", "projects", "believes", "anticipates", "intends" or other similar words. Forward-looking statements are not statements of historical fact. Certain material factors or assumptions were applied in drawing the conclusions and making those forward looking statements. Forward-looking statements reflect management's current views with respect to possible future events and conditions and, by their nature, are based on management's beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to Mantle. Actual events, conditions and results could differ materially from those expressed or implied by the forward-looking statements. Although Mantle believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance whatsoever that those expectations will prove to be correct or as anticipated. In particular, this press release and the Offer and Offering Circular contains forward-looking statements including, but not limited to those about Mantle's plans for the transaction contemplated herein and about the exploration and developments of its properties.
Some of the risks and uncertainties with respect to Mantle's plans include, but are not limited to, the following: the risk that Mantle may not be able to consummate the transaction contemplated by the Offer and Circular; the ability of Mantle to successfully integrate Ecstall's operations upon the successful completion of the Offer; the ability to realize anticipated synergies and cost savings upon the successful completion of the Offer; the market value of the Mantle Shares issued under the Offer may be lower than expected; Mantle's and Ecstall's properties are in the exploration stage only and are all without a known body of commercial ore; exploration and development of natural resources involve a high degree of risk and few properties which are explored are ultimately developed into producing properties; as an exploration company without revenues, Mantle is reliant on outside capital to meet its capital needs; there is no assurance that sufficient funding will be available to Mantle for further exploration and development of its properties or that it will be able to obtain adequate financing in the future or on terms that are favourable; Mantle's revenues, if any, are expected to be in large part derived from the extraction and sale of base and precious metals, the price of which fluctuates widely and is affected by numerous factors beyond Mantle's control; the resource industry is very competitive, and Mantle competes with many companies possessing greater financial resources and technical facilities; competition could adversely affect Mantle's ability to acquire suitable properties for exploration; and other risks.

Readers are cautioned that the above list is not exhaustive and that risks may change or new risks may emerge. Additional information regarding the material factors and assumptions that were applied in making these forward looking statements as well as the various risks and uncertainties are described in greater detail in the Risk Factors sections of the Offer and Offering Circular, Mantle's annual and interim Management's Discussion and Analysis of financial results and other continuous disclosure documents and financial statements filed by Mantle with the Canadian securities regulatory authorities which are available at

The forward-looking statements contained in this document are given as of the date hereof. Mantle does not intend to and assumes no obligation to update or revise these or any other forward-looking statements it may provide, whether as a result of new information, plans or events or otherwise. Readers are cautioned not to place undue reliance on these forward looking statements as there can be no assurance that the conditions, events, plans and assumptions on which they are based will occur. Readers should perform their own detailed, independent investigation and analysis of Mantle before making any investment decision and are encouraged to seek independent professional advice.

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