SignalEnergy Inc.

August 09, 2005 23:59 ET

SignalEnergy Closes Acquisition of Goose River Resources

CALGARY--(CCNMatthews - Aug. 9) -


SignalEnergy Inc. (TSX: SGI) and Goose River Resources Ltd. (TSX.V: GRR) are pleased to announce that SignalEnergy has successfully completed its acquisition of Goose River by plan of arrangement (the "Plan") as previously announced on May 16, 2005. The Plan was approved at a special meeting of security holders of Goose River held on July 28, 2005 and by the Court of Queen's Bench of Alberta on July 28, 2005. The Plan became effective on August 9, 2005.

Under the Plan, Goose River's shareholders were entitled to elect to receive cash, shares of SignalEnergy or a combination of cash and SignalEnergy shares, subject to such consideration being prorated in the event that Goose River's shareholders elected to receive more than an aggregate of 21,250,000 SignalEnergy shares or more than $10,000,000. Shareholders chose to receive more than the aggregate number of SignalEnergy shares available and, accordingly, the number of SignalEnergy shares issuable is being prorated.

In particular:

- those shareholders of Goose River who elected to receive the share consideration (or who did not make an election) will receive 0.769216 SignalEnergy shares and $0.073234 for each share of Goose River held;

- those shareholders of Goose River who elected to receive the combination of share and cash consideration will receive 0.556060 SignalEnergy shares and $0.330048 for each share of Goose River held; and

- those shareholders who elected to receive the cash consideration will receive $1.00 for each share of Goose River held.

In addition, as part of the Plan, a new exploration company named G2 Resources Inc. ("G2") has been formed to continue exploration initiatives of both Goose River and SignalEnergy. Certain producing assets and undeveloped lands and opportunities in Alberta and Saskatchewan from each of Goose River and SignalEnergy have been transferred to G2 pursuant to the Plan. As a result, each shareholder of Goose River is receiving 0.05 of a share of G2 for each share of Goose River and each shareholder of SignalEnergy as of the record date of August 8, 2005 is receiving approximately 0.037537 of a share of G2.

SignalEnergy expects that Goose River Shareholders will receive their SignalEnergy shares in exchange for Goose River securities and their G2 shares within the next five (5) to ten (10) business days and that SignalEnergy Shareholders will receive their G2 shares within the same time frame. Application has been made to the TSX Venture Exchange to delist the Goose River common shares and to list the G2 Shares.

SignalEnergy also announced the receipt of final TSX approval for the conversion of its 5,240,757 outstanding Class A Shares for Common Shares on a one-to-one basis, effective August 4, 2005.

SignalEnergy's business strategy focuses on growth from corporate acquisitions and grass roots exploration and development activities of resource style and conventional plays. The Goose River transaction fits well with SignalEnergy's strategy by providing a significant development well inventory in its Redwater area of Alberta. The Company has recently finished drilling five wells in the Redwater area and four wells in the Carrot Creek area and is now proceeding to finish completion operations and installation of pipelines. SignalEnergy has identified an additional 10 development drilling locations on its Redwater property and plans to drill and participate in drilling of 25 wells (15 net) before year end.

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This news release is not for dissemination in the United States or to any United States news services. The common shares of SignalEnergy have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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