Union Gold Inc. Signs Definitive Agreement for RTO with Shoal Point Energy Ltd.

Union Gold Inc. ("Union" or the "Company") (TSX VENTURE:UN) announces the
execution of an arm's length definitive agreement on June 25, 2008 (the
"Definitive Agreement") with Shoal Point Energy Ltd. ("Shoal"), a 100% privately
owned oil and gas exploration company. The Definitive Agreement follows a letter
of intent previously announced by Union on May 28, 2008.


The Definitive Agreement provides, among other things, for the (i)
reorganization of Union's share capital whereby Union will split its common
shares on a 2.5 new for one old basis, (ii) a share exchange with the result
that Union will acquire the issued and outstanding securities of Shoal in
exchange for equivalent securities of Union, with the result being that the
securityholders of Shoal will hold approximately 75% of the outstanding
securities of Union, and (iii) a requirement that Union will change its name to
Shoal Point Resources Ltd.


Following is an explanation of the basis for the 75/25 proportionate ownership
as between Union and Shoal in the resulting issuer Shoal Point Resources Ltd.:


(A) Based on Union's issued and outstanding common shares as at May 28, 2008 of
4,939,500 (on a non-diluted basis), following the split, Union will have
approximately 12,348,750 post-split common shares outstanding. In addition,
Union has only 175,000 options to purchase 175,000 pre-split common shares and
no outstanding warrants.


(B) As at the date hereof, the issued and outstanding share capital of Shoal
consists of (i) 17,612,274 common shares, (ii) 4,365,000 options to purchase up
to 4,365,000 common shares, (iii) 1,268,748 common share purchase warrants to
purchase up to 1,268,748 common shares, (iv) 37,541,318 special warrants
exercisable into 37,996,873 common shares and common share purchase warrants to
purchase up to 14,747,926 common shares, (v) broker warrants to purchase up to
2,418,491 common shares, and (vi) broker warrants to purchase up to 2,106,783
special warrants of Shoal, which special warrants are exercisable into 2,187,267
common shares and common share purchase warrants to purchase up to 1,093,633
common shares.


(C) The Definitive Agreement provides that holders of securities of Shoal,
subject to dissent rights, will receive for each Shoal common share, 0.66 of the
post-split Union common shares. Thus, shareholders of Shoal will receive
collectively and on a fully diluted basis, a maximum of 53,915,540 post-split
Union common shares. The deemed price per share of Union's post-split shares is
estimated to be approximately $0.33.


(D) Assuming the exercise of outstanding special warrants of Shoal, Shoal would
have a minimum of 55,609,057 (not including the exercise of any common share
purchase warrants to be received upon exercise of those special warrants).
Taking into account the foregoing sentence, following the exchange pursuant to
the Definitive Agreement, former holders of securities of Shoal would receive a
minimum of 36,702,037 common shares of the resulting issuer, which would
represent approximately 75% of the total issued and outstanding common shares of
the resulting issuer on the closing of the transaction. Union's 12,348,750
post-split common shares would therefore, represent approximately 25% of the
issued and outstanding shares of the resulting issuer.


No individual and/or a corporation directly or indirectly beneficially holds 10%
or more, or otherwise controls or directs Shoal.


Subject to the terms and conditions of the Definitive Agreement, Union will call
a meeting of its shareholders to vote on the merger which constitutes a reverse
take-over (the "RTO") of Union pursuant to the policies of the TSX Venture
Exchange ("TSX-V") and will deliver a Notice of a Special Meeting of
Shareholders and an Information Circular to shareholders, pursuant to which
shareholders will be asked to vote upon and approve the proposed merger
transaction and related matters. Union has secured expressions of support for
the RTO from over 75% of its shareholders (42.78% from disinterested
shareholders). The Definitive Agreement is subject to a condition precedent in
favour of Union that Shoal will also secure expressions of support from at least
55% of its securityholders.


Since the execution of the Definitive Agreement, Union has loaned to Shoal the
amount of CDN$1,600,000. The loan to Shoal has been secured by two Promissory
Notes, which provide for the repayment of the loan on the earlier of: (i)
January 15, 2009, or (ii) on demand upon the termination of the Definitive
Agreement between the parties. Pursuant to the terms of the Definitive
Agreement, Shoal reserves the right to raise additional funds provided that any
financing in excess of $1,000,000 of Shoal's securities requires the consent of
Union. The proceeds of the loan are used for operational expenses for the
current drilling program on the Shoal Point 2K39 well. The loan transaction is
subject to TSXV approval as part of the RTO.


Shoal was incorporated in December 2006 in the province of Alberta for the
purpose of oil and gas exploration, with its principal geographic focus in
eastern Canada. Shoal has signed joint venture and "farm-in" agreements with
several partners to earn an interest in lands in the region.


Western Newfoundland:

In western Newfoundland, Shoal has earned 45.5% of approximately 100,000 acres
within Exploration License 1070 in Port au Port Bay, which encloses the Shoal
Point Prospect. In addition, Shoal has an option to earn 18% of the remainder of
Exploration License 1070 by paying 25.7% of the cost of a well within that area.


Shoal is the operator of Exploration License 1070 and is currently drilling the
first earning test well, known as Shoal Point 2K39. The main hole being drilled
below intermediate casing at 2,750 meters, and will test dolomitized reservoirs
within the middle Ordovician St. George's Group on the structure; it is expected
to have completed operations by mid- to late July, 2008.


The Port au Port Peninsula and the nearby offshore was established as a
potential area of commercial hydrocarbon development with the discovery in 1995
of oil and gas in the Hunt PCP Port au Port #1 well, which flowed over 2,400 boe
per day from cavernous, dolomitized reservoir. In addition, other zones in the
well combined to flow several thousand barrels per day of formation water,
demonstrating the presence of excellent quality reservoir.


Shoal and its partners will release further information on the 2K39 well upon
further assessment of the drilling.


New Brunswick

Shoal has earned a 28% non-operated interest in the South Stoney Creek Lands
(approximately 40,000 acres) located in the Moncton Sub-basin of New Brunswick,
which is a well established oil and gas producing area. Shoal also has the right
to earn an additional 12% over this block by meeting certain funding levels in
the next test well, slated for Q3/Q4 2008. This area lies within 15 km of the
city of Moncton, linked to the Maritimes and Northeastern Pipeline, which
delivers gas to the northeastern United States.


Shoal is in the process of preparing updated and revised National Instrument
51-101 compliant engineering and technical reports with respect to its
Newfoundland and New Brunswick properties. Details with respect to these reports
will be released by a subsequent press release.


Shoal is also in the process of finalizing its 2007 year-end financial
statements and first fiscal quarter interim financial statements. Details with
respect to its 2007 year-end financial statements and subsequent first fiscal
quarter interim financial statements will be released by a subsequent press
release.


Union was incorporated on September 5, 1991 under the Business Corporations Act
(Alberta). Effective February 27, 1993, Union commenced active operations after
a successful merger with Union Mining Corporation ("Union Mining"), which
involved a share exchange on a one for one basis and the winding up of Union
Mining. Since its merger with Union Mining, the Company has been involved in
mineral exploration and exploratory drilling in New Brunswick primarily focused
on the identification of precious and base metals.


The combined entity will continue to assess the value of these projects within
the overall mandate of maximizing shareholder value within an era of high
commodity prices.


Upon completion of the proposed RTO, the directors and senior officers of the
resulting issuer are expected to include Jeff Becker, the current President, CEO
and a director of Union, and three nominees from Shoal.


Jeffrey Becker, age 63, has a BA from the University of Manitoba and an LLB from
the University of British Columbia. He practiced law in Abbotsford, BC for 17
years in partnership and as a sole practitioner. He has been involved in land
development and for over 20 years has been involved in the mining exploration
business and is the Chief Executive Officer and director of several public
companies.


Information about the three nominee directors from Shoal will be released by
separate press release prior to the mailing of the joint information circular of
Union and Shoal to its securityholders.


The trading of the Union common shares are currently halted and will remain so
until receipt by the TSX-V of all requisite documentation in connection with
this proposed RTO.


Completion of the RTO is subject to a number of conditions, including TSX-V
acceptance and disinterested shareholder approval. The RTO cannot close until
the required shareholder approval is obtained. There can be no assurance that
the RTO will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the RTO, any information released or
received with respect to this RTO may not be accurate or complete and should not
be relied upon. Trading in the securities of Union should be considered highly
speculative.
Universal Ventures Inc. (TSXV:UN)
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