Oro Gold Resources Ltd.
TSX VENTURE : OGR

Oro Gold Resources Ltd.

November 24, 2006 17:32 ET

Oro Gold Announces Special Shareholders Meeting and Final Terms of Oro Silver Transaction

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 24, 2006) - Oro Gold Resources Ltd. ("Oro Gold") (TSX VENTURE:OGR) has distributed to its shareholders an Information Circular pertaining to its recently announced spinout of certain assets to Oro Silver Resources Ltd. ("Oro Silver") (see press release dated October 26, 2006). Shareholders of Oro Gold will vote on the transaction at a special shareholders meeting scheduled for December 20, 2006.

Transaction Summary

The proposed transaction involves the spinout of two silver properties held by Oro Gold, namely the 4,740 hectare (45 km2) Mihuatlan property and the 11,709 hectare (112 km2) Guasima property, both located in Mexico, to its wholly owned subsidiary, Oro Silver. Ownership of Oro Silver will be transferred to Oro Gold's shareholders by way of a plan of arrangement, pursuant to which Oro Gold shareholders will receive securities in Oro Silver. It is Oro Silver's intention to seek a listing on the TSX Venture Exchange immediately following the completion of the arrangement.

Oro Gold shareholders will have an opportunity to vote to approve or disapprove the transaction at a special meeting scheduled to be held on December 20, 2006. Should the transaction be approved, a "record date" will be set, whereby shareholders of Oro Gold on that date will be granted one share of Oro Silver and one-half of one share purchase warrant for every four shares of Oro Gold held. Each whole share purchase warrant will be exercisable into one additional share of Oro Silver at a price of $0.35 per share for a period of 120 days following the closing of the transaction.

Oro Silver

Oro Silver was founded for the purpose of capitalizing on silver-based acquisition opportunities separate from Oro Gold's primary focus on advancement of early and mid-stage gold properties located in Mexico and Central America.

"Generative exploration is a fundamental part of our business model, and through this work we are exposed to many exciting mid-to-advanced-stage silver properties," stated Darren Bahrey, Oro Gold's President and CEO. "We believe silver is an undervalued commodity with solid potential for appreciation, and by starting Oro Silver we have created an opportunity for our shareholders to participate in its great upside potential. What started as a creative way of maximizing the value of two non-core assets has turned into the creation of a whole new company with a top caliber management team, an attractive property portfolio, an existing (non National Instrument 43-101 compliant) silver resource, and a pipeline of attractive acquisition targets."

A management team for Oro Silver has been carefully assembled and is composed of highly regarded and successful mining and exploration professionals. Greg Cox, President and CEO, was most recently employed as Global Mine-Ex General Manager for Placer Dome and oversaw annual budgets of up to $60,000,000 US. Brian P. Fowler P.Geo, VP Corporate Development, has considerable management expertise in advanced stage exploration and mine development projects worldwide working for major and mid-tier mining companies, including 13 years with Placer Dome Inc. Mr. Cox and Mr. Fowler have spent many years working together as Placer Dome's mine exploration (Minex) team, guiding mine-site exploration efforts towards new discoveries and mine optimization. Their work facilitated numerous new discoveries and mines expansion for Placer Dome, including Cortez, Bald Mountain, Campbell, and Musselwhite Mines.

Frank Powell will serve as an independent director, and has a track record of taking numerous discoveries through feasibility stage and developing them into world class deposits during his 17-year tenure with Placer Dome. Mark Pryor will serve as an independent director and brings 25 years experience as a precious metals epithermal systems specialist. Mr. Pryor is a Fellow of both the Society of Economic Geologists and the Geological Society of Great Britain, as well as a Registered Natural Scientist in South Africa. Oro Silver is currently seeking a suitable candidate for the role of CFO. Oro Gold's President and CEO, Darren Bahrey, will serve as Chairman.

The Company will have two initial properties, one of which contains an existing non National Instrument 43-101 compliant 10 million ounce silver and 30,000 ounce gold resource (which should not be relied upon) with upside potential, and intends to immediately seek to further build its portfolio with new property acquisitions.

A technical report under National Instrument 43-101 with respect to the Mihuatlan property, one of the properties being spun out by Oro Gold to Oro Silver under the arrangement, has been filed under Oro Gold's profile on the SEDAR website at www.sedar.com.

Anyone with questions or concerns is invited to contact Oro Gold directly at 604-646-4539.

ON BEHALF OF THE BOARD OF DIRECTORS

Darren Bahrey

Some statements in this release may contain forward-looking information. These statements include, but are not limited to, statements with respect to future exploration, development and production activities, scheduled meetings, future applications for listing, completion of future transactions and future expenditures. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the time and success of future exploration, development and production activities, the holding of meetings, the timing of applications for listing, completion of future transactions and the timing and amount of expenditures.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information