Crown Minerals and Gold Summit Announce Agreement to Combine Companies

Crown Minerals Inc. ("Crown") (TSX VENTURE:CWM) and Gold Summit Corporation
("Gold Summit") (TSX VENTURE:GSM) are pleased to announce that they have reached
an agreement in principle to combine the two companies on the basis that one (1)
Gold Summit share will be exchanged for one and sixty-five hundredths (1.65)
Crown shares. Based on the share exchange ratio, the Crown and Gold Summit
shareholders will own approximately 58% and 42%, respectively, of the combined
common shares outstanding. 


GSM currently explores primarily in Nevada for high grade gold and gold/silver
deposits that would support underground, low cash cost operations. GSM has
recently filed new NI 43-101 compliant technical reports announced resources at
the Monte Cristo and Sugarloaf Peak (Tip Top) properties and holds part of four
more Tertiary epithermal vein districts, all with drill ready targets defined by
surface work. All GSM properties have potentially economic gold and or silver
grades in outcrops or discovery drill holes. The inventory of Gold Summit's
properties includes four other gold prospects in Nevada and two in the Kenora
mining district of Ontario. All GSM properties have potentially economic gold
and or silver grades in outcrops or discovery drill holes.


Crown has recently optioned five different gold exploration properties in
Ontario including its Mackenzie Island prospect in Red Lake, its Whitney
prospect in Timmins and the old Stairs mine near Matachewan. Crown has also
recently purchased a property beside Trelawney's property in Chester Township
near Timmins, Ontario. In addition, Crown owns two nickel/copper prospects near
Timmins and a gold prospect near Silver Peak, Nevada. 


"We are very excited about the synergies between these two companies. They both
have properties in Nevada and in Ontario - two famous gold-mining areas. The
combination of Crown and Gold Summit will create a larger, stronger company with
mutually complementary assets and management teams. The new company will be
better positioned to develop and expand the tremendous upside potential of the
Monte Cristo gold project, which is the primary asset of Gold Summit," said Dr.
Anthony P. Taylor, Gold Summits' CEO. "We see this combination as a logical
development in our strategy for growth. With the technical and management
resources of both companies, the combined company will have increased
flexibility in how it proceeds with the continued exploration and development of
the larger portfolio of assets of the combined company." 


Stephen Dunn, President & CEO of Crown said: "This merger delivers value to the
shareholders of both companies. The "all-share" transaction gives Gold Summit
shareholders an immediate premium with continued participation in their current
resource base while offering them participation in the exploration upside of a
larger portfolio of quality exploration assets in Ontario and Nevada. It allows
Crown shareholders to more quickly transition from an exploration company to a
company with a near-term production scenario and still participate in the
exploration upside of the combined assets of the two companies. Crown will also
benefit from the highly experienced and successful mining team that Gold Summit
will bring to the table. The combined companies' land positions in two of the
top gold producing regions in the world should also create a higher profile
company within the financial community."


The Board of Directors of both companies are recommending that their respective
shareholders vote in favour of the transaction and the creation of a new
aggressive gold focused company. 


Currently, Crown has approximately 33.6 million common shares issued and
outstanding while Gold Summit has approximately 14.8 million common shares
issued and outstanding. Under the terms of the proposed business combination,
Crown and Gold Summit shareholders, respectively, would own approximately 58%
and 42% of the shares outstanding on completion of the transaction. 


The board of directors of the company resulting from the business combination
will consist of six directors with three nominees from Crown and three nominees
from Gold Summit. Dr. Anthony P. Taylor, currently Chief Executive Officer of
Gold Summit, will become Chairman of the combined company and Stephen Dunn,
currently President & CEO of Crown, will retain the same role of the combined
company. 


Crown and Gold Summit have entered into a letter agreement in respect of the
business combination transaction. Completion of the transaction is subject to
usual terms and conditions for such a transaction, including completion of due
diligence, completion and execution of definitive business combination
documentation, receipt of all required regulatory and security holder approvals
and no material adverse changes occurring in the financial condition of either
company.


Crown and Gold Summit have agreed to the following: prior to the completion of
the business combination neither company will issue any further securities or
amend the terms of any issued and outstanding securities without the consent of
the other, and both companies have agreed to conduct business only in the
ordinary course. They also agreed to exclusivity and non-solicitation provisions
subject to an exception for superior proposals. The definitive transaction
documentation will provide that in certain circumstances where one party decides
not to complete the business combination, it will pay the other party an expense
reimbursement payment equal to the greater of $100,000 or the other party's
professional costs incurred in connection with the transaction. In the event
that the proposed transaction is terminated and Gold Summit completes an
alternative business combination, Gold Summit will pay Crown a fee in accordance
with TSXV policies. The structure of the business combination will be determined
by the two companies in consultation with their professional advisors.


Forward-looking Statements 

This news release contains certain forward-looking information as defined in
applicable securities laws (referred to herein as "forward-looking statements").
Often, but not always, forward-looking statements can be identified by the use
of words such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "continues", "forecasts", "projects", "predicts", "intends",
"anticipates" or "believes", or variations of, or the negatives of, such words
and phrases, or statements that certain actions, events or results "may",
"could", "would", "should", "might" or "will" be taken, occur or be achieved.
Specifically, this press release includes forward-looking statements regarding
the intended business combination of Gold Summit and Crown. These
forward-looking statements reflect the current internal projections,
expectations or beliefs of Gold Summit and Crown, based on information currently
available to them. Forward-looking statements are subject to a number of risks
and uncertainties, including those detailed from time to time in filings made by
Gold Summit and Crown with securities regulatory authorities, that may cause
actual outcomes to differ materially from those discussed in the forward-looking
statements. The completion of the proposed business combination is subject to a
number of risks, including, without limitation, the shareholders of Gold Summit
and Crown not approving the transaction or required regulatory or court
approvals not being obtained. Even if the business combination does complete,
which cannot be guaranteed, anticipated synergies and efficiencies or other
intended benefits of the transaction may not be realized, and the prospects of
the combined entity will remain subject to all the general risks associated with
mineral exploration and public securities markets.


This news release includes certain "forward looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995.
Without limitation, statements regarding potential mineralization and resources
and reserves, exploration results, and future plans and objectives of the
Company are forward looking statements that involve various degrees of risk. The
following are important factors that could cause the Company's actual results to
differ materially from those expressed or implied by such forward looking
statements: changes in the world wide price of mineral commodities, general
market conditions, risks inherent in mineral exploration, risks associated with
development, construction and mining operations, the uncertainty of future
profitability and the uncertainty of access to additional capital.
Gold Summit Corp. (TSXV:GSM)
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