Skygold Ventures Ltd.
TSX VENTURE : SKV

Skygold Ventures Ltd.

December 05, 2007 13:47 ET

Skygold and Wildrose Agree to Merge

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 5, 2007) - Skygold Ventures Ltd. ("Skygold") (TSX VENTURE:SKV) and Wildrose Resources Ltd. ("Wildrose") (TSX VENTURE:WRS) announced today that they have entered into a letter agreement, whereby Skygold will acquire all of the issued and outstanding shares of Wildrose in exchange for common shares of Skygold by way of a Plan of Arrangement under the British Columbia Business Corporations Act (the "Transaction"). As a result of the transaction, Skygold will own a 100% interest in the Spanish Mountain Gold Project in central British Columbia.

Doug Fulcher, President and CEO of Skygold stated, "We are delighted to have reached an agreement with Wildrose whereby Skygold will attain a 100% interest in the Spanish Mountain Project. Wildrose has been an active participant in the Joint Venture which has rapidly advanced the Spanish Mountain Project from early stage exploration to an emerging development project. Skygold will now aggressively advance the Project by way of an expanded drilling program. We plan to have a NI 43-101 compliant resource estimate completed in the first quarter of 2008 and continue to be encouraged by the potential to expand the known gold mineralization."

William Morton, President and CEO of Wildrose, said, "We are excited about merging our Spanish Mountain interest with Skygold. This transaction will put greater value into the project and will more easily enable future development of the project and this will benefit all shareholders. Our only lament is that after nurturing the Spanish Mountain project for over fifteen years and through some difficult economic times, this is akin to watching your child leave home for the first time. At the same time we are pleased that the interest in Spanish Mountain will be unified and we would like to thank Skygold for their early persistence and continued strong efforts to develop this terrific project."

Terms of the Arrangement

Under the proposed transaction, Wildrose shareholders will receive 0.82 common shares of Skygold for each share of common share of Wildrose. Outstanding warrants and stock options of Wildrose will be assumed by Skygold on the basis that each warrant or option of Wildrose will be exchanged for 0.82 of one warrant or option, as the case may be, and the exercise price of such warrant or option will be appropriately adjusted in accordance with the Exchange Ratio.

An information circular that will detail the Transaction is anticipated to be mailed to shareholders of Wildrose in early 2008 with a meeting to be held as soon as is practicable thereafter. The Transaction will require the approval of 75% of the votes cast by shareholders of Wildrose voting at a shareholder meeting, as well as approval of the Supreme Court of British Columbia and other regulatory agencies. The Transaction will be subject to certain conditions, which include the following:

- The management group of Wildrose will have signed an agreement with Skygold and Wildrose to the effect that they will vote their shareholdings for the arrangement;

- each director and officer of Wildrose will have entered into a pooling agreement with Skygold in respect of 50% of the Skygold shares such directors and officers will receive pursuant to the Plan of Arrangement, with such pooled shares being released six months after closing

- favourable due diligence reviews on each company by the other; and

- favourable fairness opinions and/or valuations for each company where required by securities regulators and by the boards of directors of each company to discharge their respective fiduciary duties.

Upon closing of the Transaction, Wildrose will have the right to appoint one director to the Board of Directors of Skygold.

Wildrose has agreed not to solicit any offers to purchase Wildrose or its assets while the Transaction is ongoing.

Wildrose's Directors Recommend the Arrangement

Wildrose's management and Board of Directors have reviewed the terms of the Transaction and unanimously recommend that shareholders of Wildrose accept and vote in favour of the Transaction. The Board of Directors of Wildrose believes the proposed combination will create a stronger company than either of the predecessor companies and combine Skygold's 70% joint venture interest with Wildrose's 30% joint venture interest in the Spanish Mountain project in British Columbia (the "Spanish Mountain Joint Venture").

The Spanish Mountain Joint Venture

Skygold obtained and exercised an option from Wildrose to earn a 70% interest in the Spanish Mountain Joint Venture and became operator of the venture. Wildrose retained a 30% interest in the Spanish Mountain Joint Venture. Each party is responsible for all expenses and liabilities of the mining operations in proportion to their respective interests.

Skygold Ventures Ltd.

Skygold is a Vancouver-based resource company with a 70% participating interest in the Spanish Mountain Joint Venture, and a 100% interest in 816 mineral claims in the Cariboo Mining District, which are located 200 miles northwest of the location of operations of the Spanish Mountain Joint Venture in British Columbia. Its common shares trade on the TSX Venture Exchange under the symbol SKV.

Wildrose Resources Ltd.

Wildrose is a Vancouver-based resource company with 30% participating interest in the Spanish Mountain Joint Venture. Its common shares trade on the TSX Venture Exchange under the symbol WRS.

This transaction is subject to all requisite regulatory and court approvals and other conditions customary to transactions of this nature.

On Behalf of the Board, SKYGOLD VENTURES LTD.

Doug Fulcher

Forward-Looking Information

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Skygold Ventures Ltd. and/or Wildrose Resources Ltd. (the "Companies") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. In this news release, predictions about the Plan of Arrangement being approved and finalized are forward-looking statements. Although the Companies believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the conditions of the letter agreement not being satisfied. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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

Contact Information

  • Skygold Ventures Ltd.
    Doug Fulcher
    President
    (604) 484-6317
    or
    Skygold Ventures Ltd.
    Tim Mikula
    (604) 484-6317
    (604) 684-0279 (FAX)
    Website: www.skygold.ca
    or
    B & D Capital Partners
    Brad Aelicks
    (604) 685-6465
    or
    Wildrose Resources Ltd.
    J. W. Morton
    President
    (604) 681-7913
    or
    Wildrose Resources Ltd.
    Glen Garratt
    VP
    (604) 681-7913
    or
    Wildrose Resources Ltd.
    Paul Way
    (604) 681-7913