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
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