Virginia Energy and Anthem Resources Complete Plan of Arrangement

Anthem Resources Inc. (formerly Virginia Energy Resources Inc.) (TSX
VENTURE:VAE)(OTCQX:VAERF) ("Anthem" or the "Company") and Virginia Energy
Resources Inc. (formed pursuant to the amalgamation of VA Uranium Holdings, Inc.
("Holdco") and Virginia Uranium Ltd. ("VUL") pursuant to the Arrangement as
hereinafter defined) ("Virginia Energy") are pleased to announce that the
previously announced plan of arrangement (the "Arrangement") has been completed
effective today (the "Effective Date"). Under the Arrangement, the ownership
structure of the Coles Hill uranium project has been simplified and consolidated
under one entity, being Virginia Energy. The companies' portfolio of exploration
and development properties have now been divided between Anthem and Virginia
Energy whereby Anthem focuses on exploration and Virginia Energy focuses on
development.


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


Anthem anticipates that its common shares will commence trading on the TSX
Venture Exchange (the "TSXV") as Anthem Common Shares on or about Friday,
September 28, 2012 under the stock symbol "AYN".


Virginia Energy has received conditional listing approval from the TSXV for the
listing of the Virginia Energy Common Shares, which are anticipated to commence
trading on the TSXV on or about Friday, September 28, 2012 under the stock
symbol "VUI".


Letters of transmittal will be mailed to all eligible registered shareholders of
each of Anthem and Virginia Energy. To receive certificates representing Anthem
Common Shares and Virginia Energy Common Shares, registered shareholders of
Anthem 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. To
receive certificates representing Virginia Energy Common Shares, former
registered shareholders of Holdco must surrender their certificates for Existing
Holdco Shares, together with a duly completed letter of transmittal to 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 of Existing Holdco 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 Sr., President & CEO

On Behalf of the Board of Directors of ANTHEM RESOURCES CORP.

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
anticipated dates of commencement of trading in the respect of the Anthem Common
Shares and Virginia Energy Common Shares 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 final
approval of the TSX Venture Exchange to the Arrangement may not be granted.
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. Anthem and Virginia
Energy expressly disclaim 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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