St Andrew Goldfields Ltd.
TSX : SAS

St Andrew Goldfields Ltd.
Heritage Explorations Ltd.
TSX VENTURE : HXL

Heritage Explorations Ltd.

August 23, 2005 15:25 ET

St Andrew Goldfields Welcomes The Former Shareholders Of Heritage Explorations Ltd.

OAKVILLE, ONTARIO--(CCNMatthews - Aug. 23, 2005) - ST ANDREW GOLDFIELDS LTD. (TSX:SAS) and HERITAGE EXPLORATIONS LTD. (TSX VENTURE:HXL) are pleased to announce the completion of their business combination. The Heritage Plan of Arrangement became effective on August 22, 2005 upon the issuance of a Certificate of Arrangement to Heritage pursuant to an order of the Ontario Superior Court of Justice issued August 15, 2005.

Under the terms of the Arrangement, shareholders of Heritage are entitled to receive 1.2 St Andrew common shares for each one common share of Heritage held. 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. No fractional common shares of St Andrew will be issued. The number of St Andrew shares to be received by former Heritage shareholders will be rounded up (in the case of one-half share or more) or rounded down (in the case of less than one-half of a share) to the nearest whole number.

With the completion of the Arrangement, the common shares of Heritage are expected to be delisted from the TSX Venture Exchange at the close of trading on August 25, 2005. The common shares of St Andrew will continue to trade on the Toronto Stock Exchange, including those shares to which former Heritage shareholders are entitled.

Shareholders of Heritage are encouraged to return their Heritage share certificates together with the completed and executed Letter of Transmittal which was mailed to shareholders with the Heritage Management Information Circular dated June 29, 2005, to CIBC Mellon Trust Company, P.O. Box 1036, Adelaide Street Postal Station, Toronto, Ontario M5C 2K4, or if personally delivered, to 199 Bay Street, Commerce Court West, Securities Level, Toronto, in order to receive St Andrew share certificates. St Andrew share certificates will be available from August 23, 2005. Additional copies of the Letter of Transmittal may be obtained from CIBC Mellon. Any questions should be directed to CIBC Mellon at 1-800-387-0825 or in the Toronto area, at 416-643-5500 or by email to inquiries@cibcmellon.com. Heritage shareholders who held their shares in brokerage accounts may also contact their brokers if they require additional information on the share exchange.

Contact Information

  • St Andrew Goldfields Ltd. and Heritage Explorations Ltd.
    Glenn Laing
    President and CEO
    (905) 815-9855
    (905) 815-9437 (FAX)
    glaing@standrewgoldfields.com