Wednesday, December 05, 2007
Skygold And Wildrose Agree To Merge

Skygold Ventures Ltd. ("Skygold") (SKV-TSXV) and Wildrose Resources Ltd. ("Wildrose") (WRS-TSXV) 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.