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

TORONTO, ONTARIO (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.

� 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.

The TSX-V has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this press release.

The TSX Venture Exchange has not reviewed and does not accept any responsibility for the adequacy or accuracy of this release.

Contacts: The Becker Group Jeffrey Becker President and CEO (416) 364-0042 or 1-800-442-0824 (416) 364-2630 (FAX) Email: thebeckergroup@bellnet.ca

Universal Ventures Inc. (TSXV:UN)
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