X-Cal Resources fka XCL

[Ed Monton]

UPLAND RESOURCE CORPORATION

TSX VENTURE SYMBOL: ULC

DECEMBER 31, 2003 - 09:00 ET

Upland Resource Corporation and New Sleeper Gold Corp.
Announce Proposed Business Combination

VANCOUVER, BRITISH COLUMBIA--NOT FOR DISTRIBUTION TO U.S. NEWS
WIRE SERVICES OR DISSEMINATION IN THE U.S.

UPLAND RESOURCE CORPORATION ("Upland") (TSXV:ULC) and NEW SLEEPER
GOLD CORP. ("New Sleeper") are pleased to announce that they have
entered into a letter agreement dated December 29, 2003 in
respect of a business combination (the "Business Combination")
proposed to be completed following the completion of a private
placement financing by New Sleeper and the completion by New
Sleeper and X-Cal Resources Ltd. ("X-Cal") (TSX:XCL) of the
formation of a 50-50 joint venture (the "Joint Venture"), with
New Sleeper as operator, to explore and develop the Sleeper
Project, a gold-silver deposit in Nevada. New Sleeper and X-Cal
have entered into a letter of intent dated November 18, 2003 in
respect of the Joint Venture.

The principals of New Sleeper are David Fennell, a resident of
the Bahamas, who is Executive Vice-Chairman of Miramar Mining
Corporation (TSX:MAE), and James Crombie, also a resident of the
Bahamas. Mr. Crombie is a graduate of the Royal School of Mines
in London, a director of Sherwood Mining Corp (TSXV:SWM) and was
formerly the President and CEO of Ariane Gold, a TSX company
which merged with Cambior Inc. effective November 29, 2003.

The Sleeper Project deposit was discovered by Amax Gold Inc. in
1984 and mined from 1985 to 1996. The Sleeper Gold Mine produced
approximately 1,700,000 ounces of gold from open pit operations
that utilized milling for high-grade gold-silver mineralization
and gold remains in the waste dumps and five heap leach pads.
Exploration on the property has been conducted by Amax, Placer
Dome and currently by X-Cal. Upland and New Sleeper believe that
the Sleeper Project vein system and the 30 square mile claim
block surrounding the deposit have significant exploration
potential.

In order to acquire a 50% interest in the Joint Venture, New
Sleeper is required to provide US$20,000,000 to the Joint Venture
on or before January 9, 2004. Of these funds, US$4,000,000 is to
be loaned to X-Cal to be paid to a subsidiary of Kinross Gold
Corporation to exercise an option to acquire the 50% interest in
the Sleeper property not currently held by X-Cal, up to
US$8,000,000 is to be applied to the posting of a bond with the
US Bureau of Land Management, and the balance will be applied to
the exploration and development of the Sleeper property, working
capital and general corporate purposes. The Joint Venture will
hold the Sleeper Project and the surrounding claim block.

New Sleeper has entered into a letter of engagement dated
December 6, 2003 with a syndicate of agents co-led by GMP
Securities Ltd., and Dundee Securities Corp. and including
Canaccord Capital Corporation and Haywood Securities Inc. (the
"Agents"), in respect of a "best efforts" private placement
financing of up to CDN$35,000,000 (up to approximately
CDN$40,000,000 if the Agents exercise their over-allotment
option). Under the terms of the financing, New Sleeper will issue
up to 35,000,000 subscription receipts (up to approximately
40,000,000 subscription receipts if the agents exercise the
over-allotment option) at a subscription price of CDN$1.00 per
subscription receipt. Each subscription receipt will entitle the
holder thereof to receive, upon exchange for no additional
consideration, one common share of New Sleeper and one half of
one common share purchase warrant (each whole warrant entitling
the holder to acquire one New Sleeper common share upon payment
of an exercise price of CDN$1.25 at any time until the warrants
expire five years form the closing of the financing). Proceeds
from this financing will be used primarily to fund New Sleeper's
financing commitment in connection with the Joint Venture. The
financing is subject to, among other things, entering into a
definitive agency agreement, due diligence and obtaining all
requisite approvals.

Under the terms of the letter agreement between Upland and New
Sleeper, it is contemplated that the Business Combination will
proceed by way of statutory amalgamation or other form of
corporate reorganization. The Business Combination will
constitute a "reverse takeover" in accordance with the policies
of the TSX Venture Exchange (the "Exchange"). Under the proposed
Business Combination, Upland will consolidate its approximately
7,237,560 currently issued and outstanding common shares on a
2.5:1 ratio such that Upland will, post-consolidation, have
approximately 2,895,000 common shares outstanding. Following the
consolidation, Upland or a wholly-owned subsidiary of Upland will
amalgamate with New Sleeper and shareholders of New Sleeper,
including those participating in the private placement financing,
will receive one common share of Upland for each common share of
New Sleeper. The Business Combination may involve additional
corporate reorganization steps.

Following completion of the Business Combination, David Fennell
will be the Chairman of the resulting company and James Crombie
will serve as President and CEO. Chief Financial Officer will be
Marcel Lalonde of Montreal. Mr. Lalonde was formerly the
Treasurer for Cambior and Chief Financial Officer of Hope Bay
Gold and Ariane Gold.

Corporate Secretary and legal counsel will be Carol Plante of
Montreal who held similar positions in Hope Bay Gold and Ariane
Gold.

It is contemplated that new directors to be appointed will
include Bruce McLeod of Vancouver, a mining engineer and
principal of the Northair Group of Companies based in Vancouver,
and Lorraine Altenweg of Edmonton, Alberta, an accountant and
former director of Ariane Gold.

In accordance with TSX Venture Exchange Policy 5.2 (2.1),
completion of the Business Combination is subject to a number of
conditions, including, but not limited to, Exchange acceptance
and disinterested shareholder approval. The Business Combination
cannot close until the required shareholder approval is obtained.
In addition, the Business Combination shall be on terms and
conditions satisfactory to the Agents. There can be no assurance
that the Business Combination 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 Business Combination, any information released or received
with respect to the Business Combination may not be accurate or
complete and should not be relied upon. Trading in the securities
of Upland should be considered highly speculative.

The subscription receipts have not been and will not be
registered under the United States Securities Act of 1933 as
amended or the securities laws of any state and may not be
offered or sold in the United States or to any "US Person" (as
defined in Regulation S under the Securities Act of 1933) absent
registration or an exemption from registration.

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FOR FURTHER INFORMATION PLEASE CONTACT:
New Sleeper Gold Corp.
James Crombie
President & CEO
[phone]
[phone] (FAX)
or
Upland Resource Corporation
Brian Bayley
Director
[phone]
[phone] (FAX)
The Exchange has in no way passed upon the merits of the proposed
Business Combination and has neither approved nor disapproved of
the contents of this news release.