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Message: NR...more farm-ins or out....don't see the big picture yet..anyone

NR...more farm-ins or out....don't see the big picture yet..anyone

posted on Nov 26, 2009 08:08PM

Lion Energy Corp. (TSX-V: LEO), Southern Star Energy Inc. (OTC BB:SSEY) and Gold

Star Resources Corp. (TSX-V: GXX) Announce Proposed Business Combination

November 6, 2009, Vancouver, BC

– Lion Energy Corp. (“Lion”)(TSX-V: LEO), a Canadian

exploration company focused on acquiring, exploring and developing oil and gas reserves in

Central and East Africa, Southern Star Energy Inc. (“Southern”)(OTC BB:SSEY), a U.S.- based

oil and gas exploration company with lease acreage properties in Louisiana, and Gold Star

Resources Corp. (“Gold Star”)(TSX-V: GXX), a Canadian resource exploration company focused

on the strategic acquisition and advancement of prospective oil and gas projects in West Africa,

are pleased to announce that they have signed a non-binding letter of intent to complete a

proposed business combination (the “Transaction”). Upon completion of the Transaction, the

combined entity will be a mid-sized, well-capitalized company with domestic and international

exploration operations, a seasoned management team, and a strong board of directors.

“The collaboration of Lion, Southern and Gold Star combines an excellent portfolio of diverse

African exploratory opportunities and a solid platform for growth in North America. This

acquisition also brings significant talent to continue adding opportunity and value for our

shareholders,” said David Gibbs, President and CEO of Southern. “The combined company will

be focused on the acquisition of additional strategic assets in North America so we can build a

strong foundation of cash flow and stable growth opportunities. This will provide solid returns

and fund and expand the combined company’s high potential exploration programs in Africa.”

It is anticipated that Lion will issue approximately 40 million of its common shares, with

approximately 26 million being issued to the shareholders of Southern and approximately 14

million being issued to the shareholders of Gold Star in exchange for all of the outstanding shares

of Southern and Gold Star.

The Transaction is subject to the completion of confirmatory financial and legal due diligence,

definitive documentation, regulatory approvals, court approval and approval of the shareholders

of each of Lion, Gold Star and Southern.

The securities offered will not be registered under the United States Securities Act of 1933, as

amended (the “Act”) and may not be offered or sold in the United States absent registration or an

applicable exemption from the registration requirements of the Act.

About Lion Energy Corp.


Lion is a well-financed, Canadian exploration company with a vision to develop a significant

presence in the developing oil and gas industry in Africa. Recently, Lion signed an agreement

with Africa Oil Corp. (TSX-V: AOI) that grants Lion the right to earn an interest in five

petroleum blocks located in the Republic of Kenya and in Puntland, Somalia. Lion also holds

14.76% interest in Encanto Potash Corp., a junior potash exploration company and a 20% interest

in Sulphur Solutions Inc., an emerging fertilizer company developing state-of-the-art patented

technology for the production of micronized sulphur fertilizer. For further information, please




About Southern Star Energy Inc.


Southern, based in Houston, Texas, owns and operates a 40% interest in approximately 5,000

acres in the Haynesville Shale Play in Northwest Louisiana. Southern’s acreage contains

excellent Haynesville Shale potential, as well as a successful Cotton Valley Sandstone

development project. The Bossier Shale is also indicated productive on this acreage. To date,

Southern has drilled 7 successful wells into the Cotton Valley. Three exploratory wells have also

been drilled and successfully encountered substantial gas-bearing sections in the Haynesville and

Bossier Shales. For further information, please visit:



About Gold Star Resources Corp.


Gold Star is a Canadian exploration company focused on high-impact onshore opportunities in

the petroleum systems of West Africa., with its key strategic presence in Liberia and the Ivory

Coast. For further information, please visit:



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