News Releases


Virginia Energy and Anthem Resources Complete Plan of Arrangement

Sep 27, 2012      |
NR: 12-11

Anthem Resources Inc. (formerly Virginia Energy Resources Inc.) (TSX.V: VAE) (OTCQX: VAERF) ("Anthem" or the "Company") and Virginia Energy Resources Inc. (formed pursuant to the amalgamation of VA Uranium Holdings, Inc. ("Holdco") and Virginia Uranium Ltd. ("VUL") pursuant to the Arrangement as hereinafter defined) ("Virginia Energy") are pleased to announce that the previously announced plan of arrangement (the "Arrangement") has been completed effective today (the "Effective Date"). Under the Arrangement, the ownership structure of the Coles Hill uranium project has been simplified and consolidated under one entity, being Virginia Energy. The companies' portfolio of exploration and development properties have now been divided between Anthem and Virginia Energy whereby Anthem focuses on exploration and Virginia Energy focuses on development.

Under the Arrangement, current shareholders of the Company as at the Effective Date are entitled to receive, for each common share of the Company (an "Existing VAE Share") held: (a) 1/3 of a post-Arrangement common share of Anthem Resources (an "Anthem Common Share"); and (b) 0.1 of a common share of Virginia Energy (a "Virginia Energy Common Share"); and shareholders of Holdco (other than the Company and VUL) as at the Effective Date will be entitled to receive 0.1817 of a Virginia Energy Common Share for each non-voting common share of Holdco (an "Existing Holdco Share") held.

Anthem anticipates that its common shares will commence trading on the TSX Venture Exchange (the "TSXV") as Anthem Common Shares on or about Friday, September 28, 2012 under the stock symbol "AYN".

Virginia Energy has received conditional listing approval from the TSXV for the listing of the Virginia Energy Common Shares, which are anticipated to commence trading on the TSXV on or about Friday, September 28, 2012 under the stock symbol "VUI".

Letters of transmittal will be mailed to all eligible registered shareholders of each of Anthem and Virginia Energy. To receive certificates representing Anthem Common Shares and Virginia Energy Common Shares, registered shareholders of Anthem must surrender their certificates for Existing VAE Shares, together with a duly completed letter of transmittal, to Computershare Investor Services Inc. (the "Exchange Agent") at the address shown on the letter of transmittal. To receive certificates representing Virginia Energy Common Shares, former registered shareholders of Holdco must surrender their certificates for Existing Holdco Shares, together with a duly completed letter of transmittal to the Exchange Agent at the address shown on the letter of transmittal.

Upon surrender to the Exchange Agent for cancellation of a certificate representing Existing VAE Shares of Existing Holdco Shares, together with a properly executed letter of transmittal, the holder of such surrendered certificate will be entitled to receive, and the Exchange Agent will deliver to such holder, certificates representing that number (rounded to the nearest whole number) of Anthem Common Shares and Virginia Energy Common Shares that such holder has the right to receive pursuant to the plan of arrangement and the surrendered certificate will be cancelled.

On Behalf of the Board of Directors of

Walter Coles Sr.
President & CEO

On Behalf of the Board of Directors of

Walter Coles Jr.
President & CEO

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements and Information

Certain of the statements and information in this press release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements relating to the anticipated dates of commencement of trading in the respect of the Anthem Common Shares and Virginia Energy Common Shares for completion of the Arrangement, including the proposed structure, anticipated results and the approval to be sought; as well as the potential success of the foregoing. Forward looking information generally express predictions, expectations, beliefs, plans, projections, or assumptions of future events or performance, do not constitute historical fact and are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in such statements, including, without limitation: the risk that the final approval of the TSX Venture Exchange to the Arrangement may not be granted. Forward-looking statements contained in this release are based on the beliefs, estimates, and opinions of management on the date the statements are made. There can be no assurance that such statements will prove accurate. Actual results may differ materially from those anticipated or projected. Anthem and Virginia Energy expressly disclaim any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended or applicable state securities laws, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.


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