VUL Vulcan Minerals Inc

Virginia Energy Resources Inc. (TSX VENTURE:VAE)(OTCQX:VAERF) (the "Company") is
pleased to announce that the shareholders of the Company have approved, and the
Supreme Court of British Columbia has granted the final order approving, the
previously announced plan of arrangement (the "Arrangement") under the Business
Corporations Act (British Columbia) involving the Company, VA Uranium Holdings,
Inc. ("Holdco") and Virginia Uranium Ltd. ("VUL") and their respective
securityholders under which the Company will spin out certain of its assets (the
Otish property in Quebec and shares of Holdco (which holds the Coles Hill
uranium project in Virginia)) to its wholly-owned subsidiary, VUL, and a
consolidation of the ownership of Holdco into VUL through a merger of Holdco
into VUL. Pursuant to the Arrangement, the Company will change its name to
"Anthem Resources Incorporated" ("Anthem Resources"). The new company that
results from the merger of Holdco into VUL will own 100% of the Coles Hill
uranium project and the Otish property and shall take over the name "Virginia
Energy Resources Inc." ("Virginia Energy").


Under the Arrangement, current shareholders of the Company as at the effective
date of the Arrangement (the "Effective Date") will be entitled to receive, for
each common share of the Company ("Existing VAE Shares") held as at such date:
(a) 1/3 of a post-Arrangement common share of Anthem Resources ("Anthem Common
Shares"); and (b) 0.1 of a common share of Virginia Energy ("Virginia Energy
Common Shares"); 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 held.


Assuming no currently outstanding convertible securities of the Company are
exercised prior to the Effective Date, the issued capital of post-Arrangement
Anthem Resources is expected to be approximately 32,504,746 Anthem Common
Shares, 100% of which will be held by the Company shareholders as at the
Effective Date.


Assuming no currently outstanding convertible securities of the Company or
Holdco are exercised prior to the Effective Date, the issued capital of
post-Arrangement Virginia Energy is expected to be approximately 33,150,753
Virginia Energy Common Shares, of which approximately 29.4% will be held by the
Company shareholders as at the Effective Date and approximately 70.6% will be
held by Holdco shareholders as at the Effective Date.


It is anticipated that Virginia Energy will enter into an escrow agreement as of
the Effective Date with Computershare Investor Services Inc., as escrow agent,
and the Principals (as such term is defined under the policies of the TSX
Venture Exchange (the "TSXV")) of Virginia Energy whereby such Principals'
Virginia Energy Common Shares will be deposited into escrow and released from
escrow as to 10% on the listing of the Virginia Energy Common Shares on the TSXV
and then in six tranches of 15% at six month intervals over the 36 months
thereafter. 


The Arrangement is expected to complete at 10:00 am on Thursday, September 27,
2012 (the "Effective Time"). Application has been made to list the Virginia
Energy Common Shares on the TSXV. Such listing is subject to compliance with all
of the TSXV requirements, including receipt by the TSXV of all required
documentation. New Virginia Energy Common Shares are expected to commence
trading on the TSXV on Friday, September 28, 2012 under the stock symbol VUI.
Advance notice of the commencement of such trading will be provided by a
bulletin issued by the TSXV.


Entitlement to Virginia Energy Common Shares

Anthem Common Shares are anticipated to trade on the TSXV on Friday, September
28, 2012 under the symbol AYN.


Common shares of the Company will continue to trade on the TSXV as Existing VAE
Shares with an entitlement to Anthem Common Shares and Virginia Energy Common
Shares until the Existing VAE Common Shares are delisted from the TSXV at the
close of trading on the Effective Date, despite the fact that the Effective Time
for the implementation of the Arrangement will have occurred at 10:00 am on the
Effective Date.


Accordingly, in order to receive Anthem Common Shares and Virginia Energy Common
Shares, an investor must execute a trade to purchase Existing VAE Shares on the
TSXV prior to the delisting of the Existing VAE Shares.


Exchange of Existing VAE Shares 

If your Existing VAE Shares are held through your broker, then your broker, or
the depository with which your broker holds such shares, will be responsible for
dealing with the exchange of Existing VAE Shares for Anthem Common Shares (CUSIP
03674T105) and the distribution of Virginia Energy Common Shares (CUSIP
92780V104) on your behalf.


The Company will be mailing letters of transmittal to all eligible registered
shareholders. To receive certificates representing Anthem Common Shares and
Virginia Energy Common Shares, registered shareholders 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.


Upon surrender to the Exchange Agent for cancellation of a certificate
representing Existing VAE 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 VIRGINIA ENERGY RESOURCES INC.  

Walter Coles Jr., President & CEO

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 plans
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 Arrangement will not be approved by the TSX
Venture Exchange, the shareholders of VAE, the shareholders of Holdco or the
court; risks and uncertainties related to the Transaction not being completed in
the event that the conditions precedent thereto are not satisfied, including the
acceptance by the TSX Venture Exchange of an application to list the shares of
Virginia Energy. 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. VAE
expressly disclaims 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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