Vangold Announces Reorganization
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VANCOUVER, BRITISH COLUMBIA, Oct 08 (MARKET WIRE) --
Vangold Resources Ltd. ("Vangold" or the "Company") (TSX VENTURE: VAN) is
pleased to announce that the board of directors of Vangold has approved a
plan of arrangement (the "Arrangement") under which Vangold's
shareholders will receive shares of newly formed Vanoil Energy Ltd.
("Vanoil") which will own certain oil and gas properties currently held
by Vangold with the exception of Vangold's Armenian properties. 100% of
the shares of IBC Advanced Alloys Corp. (the "IBC Shares") currently held
by Vangold are also included in the distribution to Vangold shareholders
on the terms and conditions set out below.
On completion of the Arrangement, Vangold will operate as a pure gold
company through a 100% ownership of Pacific Kanon Gold Corp. ("Pacific
Kanon"). Vangold currently holds 50% of Pacific Kanon's shares and will
acquire the remaining 50% following completion of the Arrangement,
subject to TSX Venture Exchange ("Exchange") approval. As announced in
the Company's news release of August 20, 2009 with New Guinea Gold
Corporation ("NGG"), Vangold will acquire all the remaining shares in
Pacific Kanon plus NGG'S 20% interest in the Mt Penck property and a 50%
interest in the Feni project. The consideration for this acquisition will
be post-Arrangement shares of Vangold which will equal 19.9% of the
shares then issued and outstanding. These shares will not participate in
the distributions of Vanoil Shares, Vanoil Rights, or IBC Shares.
Under the Arrangement, Vangold shareholders will receive one unit
("Vanoil Unit") of Vanoil for every eight (pre-consolidated) shares of
Vangold held; as such shares are currently constituted. Each Vanoil Unit
will consist of one share of Vanoil and one right (the "Vanoil Right") to
purchase an additional share of Vanoil at a price of $0.50 per share for
a period of 21 days from the effective date of the Arrangement. Vangold
is currently in discussion with Firebird Global Master Fund, Ltd. and
Firebird Global Masterfund II, Ltd. (the "Firebird Funds") to provide a
stand-by commitment to purchase Vanoil shares not otherwise purchased by
holders of Vanoil Rights at expiry of the 21 day period. Gross proceeds
to Vanoil from the exercise of the Rights will amount to approximately
$5.36 million. The Firebird Funds currently hold 21.29% of Vangold's
outstanding shares, and James Passin a principal of the Firebird Funds,
is a director of the Company. The Firebird Funds also hold 32.6% of the
shares of IBC Advanced Alloys Corp. ("IBC") in addition to their indirect
interest in IBC through Vangold.
A meeting of Vangold shareholders to consider the Arrangement has been
set for November 17, 2009 and it is anticipated that the Arrangement will
become effective on November 24, 2009, at which time the Vanoil Rights
will become exercisable for a 21 day period. These dates may be changed,
and shareholders will be advised of any changes as well as a further
definitive notice as to the effective date of the Arrangement and expiry
of the Rights.
In connection with the Arrangement, an application will be made to have
the Vanoil shares listed on the Exchange. Closings of the Arrangement and
of the Rights Offering are subject to regulatory and Exchange approval.
Closing of the Firebird Funds' standby commitment is also subject to the
usual closing conditions including no material adverse change.
Following completion of the Arrangement, the shares of Vangold will be
consolidated on the basis of one new share for every three shares
outstanding prior to the consolidation, subject to Exchange and
shareholder approval.
IBC Advanced Alloys Corp.
Vangold's shareholders of record, as at the effective date of the
Arrangement, will be entitled to receive an aggregate of 25,609,746 IBC
Shares; as such shares are currently constituted. This constitutes 100%
of Vangold's holdings of IBC Shares. The actual distribution of the
shares will be deferred until November 23, 2010 at which time all of the
IBC Shares held by Vangold will have been released from escrow. Based on
the current number of outstanding shares of Vangold, this will result in
the distribution of approximately 0.298 of an IBC share for every share
of Vangold held. IBC's shares trade on the Exchange under the symbol
"IB". This distribution will be conditional upon the approvals and
closure of the NGG acquisition agreement as previously announced on
September 2, 2009. IBC is an integrated manufacturer and distributor of
beryllium-based alloys and related products serving a variety of
industries including nuclear energy, automotive, telecommunications and a
range of other industrial applications.
Coppermoly Limited
Vangold holds a significant investment in Coppermoly Limited
("Coppermoly"), an Australian public company with advanced exploration
programs in Papua New Guinea. Following completion of the acquisition of
the balance of Pacific Kanon shares from NGG, Vangold will hold
12,815,016 shares of Coppermoly, as announced in the Company's news
release dated August 20, 2009.
Vanoil Energy Ltd.
It is planned that Vanoil, will hold Vangold's current oil and gas
interests in Alberta, Kenya, and Rwanda, summarized below:
Alberta: Vangold owns a 42% working interest in the Sarcee 12-13-23-4W5M
("Sarcee 12-13") gas well and the surrounding four sections (2,560 acres)
of land in the Sarcee (Turner Valley Area) in Southwestern Alberta. The
Sarcee 12-13 well is located on the Tsuu T'ina First Nation (Sarcee
Reserve) immediately west of the City of Calgary, Alberta. Evaluation of
3D seismic over these lands has identified the structural feature
verified by the current Sarcee 12-13 discovery as well as two or three
development locations on this structure. Based on preliminary information
provided in 2005, Sproule Associates Ltd. has determined the existence of
a gas pool of 20 billion standard cubic feet to 30 billion standard cubic
feet. Production will be subject to basic aboriginal royalties and a 6.5%
gross overriding royalty.
Kenya: Vangold's Kenya property, approximately 24,960 square kilometres,
was acquired in October 2007 concurrent with the execution of two
Production Sharing Contracts with the Government of Kenya. The properties
are designated as Block 3A and 3B. The blocks were selected by Vangold
based on technical merit and location which is partly on the regional
trend of a highly prospective rift basin connected to the prolific Melut
and Muglad basins in Southern Sudan. Vangold has obtained 2,000 line
kilometres of raw seismic data and to date has processed approximately
1,500 line kilometres resulting in the delineation of multiple structural
leads in both Blocks 3A and 3B.
The Anza Graben region running from Lake Turkana in the northwest to
Block 3A in southeast Kenya is part of the oil prolific Central African
Rift System ("CARS"). Muglad and Melut basins are part of CARS. Block 3A
is located at the termination zone of CARS in Kenya. Other international
oil companies undertaking petroleum exploration in Anza Graben include
Vancouver based Africa Oil (Block 10A) and the China National Oil Company
("CNOOC") (Block 9).
Africa Oil has undertaken aero gravity and magnetic surveys over Block
10A and is preparing to shoot approximately 750 line kilometres of
seismic. CNOOC has acquired 800 line kilometres of seismic in Block 9 at
a cost of approximately US$12 million. CNOOC has targeted the Bhogal
prospect as a priority with drill rig already in place scheduled to
commence drilling in October 2009. The well has a target depth of 5,500
meters with main objectives being the Cretaceous sandstone reservoirs and
the Jurassic carbonate reefs. The Bhogal prospect is approximately 100
kilometres from Block 3A and has an estimated cost of US$25 million.
Rwanda: Vangold has the right to negotiate a production sharing agreement
with the Republic of Rwanda covering 1,631 square kilometres of oil and
gas concessions in the northwestern part of Rwanda, better known as White
Elephant. This area of the Kivu Graben is part of the great East African
Rift System and is approximately 90 kilometres wide and 200 kilometres
long. The Graben straddles both Rwanda and the Democratic Republic of the
Congo and is the Southern extension of the Albertine Graben in Uganda.
Vangold also has the right to conduct an environmental impact assessment
on this property.
It is proposed that the initial management of Vanoil will consist of Dal
Brynelsen - CEO and director, Don Padgett - director, Mike Mackey -
director, James Passin - director and Sandy Huntingford - CFO.
Vangold management believes this rationalization of Company's assets into
two separate entities will significantly increase shareholder values
through the creation of two dedicated companies specializing in the gold
and oil and gas sectors respectively.
A detailed description of the Arrangement and the securities to be
distributed will be contained in a management information circular to be
prepared for Vangold's Special Meeting which is scheduled for November
17, 2009. The Arrangement is subject to regulatory and shareholder
approval and to interim and final orders of the British Columbia Supreme
Court.
On Behalf of the Board of VANGOLD RESOURCES LTD.
Dal Brynelsen, President and CEO
Disclaimer for Forward-Looking Information
Information in this news release respecting the transaction with NGG
constitutes forward-looking information. Statements containing
forward-looking information express, as at the date of this news release,
the Company's plans, estimates, forecasts, projections, expectations, or
beliefs as to future events or results and are believed to be reasonable
based on information currently available to the Company.
Forward-looking statements and information are based on assumptions that
financing and personnel will be available when required and on reasonable
terms, and all necessary regulatory approvals and shareholder approval
will be obtained, none of which are assured and are subject to a number
of other risks and uncertainties. There can be no assurance that
forward-looking statements will prove to be accurate. Actual results and
future events could differ materially from those anticipated in such
statements. Readers should not place undue reliance on forward-looking
information.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Contacts:
Vangold Resources Ltd.
Dal Brynelsen
604-684-1974
604-685-5970 (FAX)
brynelsen@vangold.ca
www.vangold.ca
Copyright 2009, Market Wire, All rights reserved.
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