Vangold Resources Ltd. (TSX VENTURE: VAN) ("Vangold") is pleased to
announce that the TSX Venture Exchange has approved the Plan of
Arrangement (the "Arrangement") which was approved by Vangold's
shareholders on November 23, 2009. Vangold intends to effect the
Arrangement on December 31, 2009 and shareholders of record as at
that close of business on that date will participate in the
Arrangement.
Shareholders entitled to participate in the Arrangement will,
for each common share of Vangold held:
- Receive 0.1175 of a share (the "Vanoil Shares") of newly
formed Vanoil Energy Ltd. ("Vanoil");
- Receive 0.1175 of a right (the "Vanoil Rights") to acquire an
additional share of Vanoil at $0.50 per share;
- Receive, on November 23, 2010, 0.2809 of a share of IBC
Advanced Alloys Corp, subject to completion of the NGG Acquisition
(described below); and
- Continue to hold a common share of Vangold, which will be
consolidated on a one (new share) for three (old shares) basis.
Vanoil has received conditional approval for the listing of the
Vanoil Shares and Vanoil Rights, and the shares of IBC Advanced
Alloys Corp. are currently listed on the TSX Venture Exchange (TSX
VENTURE: IB).
Full details of the Arrangement are contained in Vangold's
Information Circular and Rights Offering Circular dated October 21,
2009. A brief summary of Vanoil, IBC and Vangold is as follows:
Vanoil Energy Ltd
Vanoil will hold Vangold's current oil and gas interests in
Alberta, Kenya and Rwanda, as summarized below.
Alberta
Vangold owns a 42-per-cent 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
Calgary, Alta. Evaluation of 3-D 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-per-cent gross overriding royalty.
Kenya
Vangold's Kenya property, approximately 24,960 square
kilometres, was acquired in October, 2007, concurrent with the
execution of one production sharing contract (BlK 3A) and one study
license on BLK 3 B with the government of Kenya. The properties are
designated as Block 3A and Block 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 China National Oil Co.
(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 and its partners Taiwanese National
Oil Co and Africa Oil have shot 800 line kilometres of seismic in
Block 9 at a cost of approximately $18-million (U.S.). CNOOC has
targeted the Bhogal prospect as a priority, with a drill rig
already drilling at approximately 3200 meters. The well has a
target depth of 5,500 metres, with the main objectives being the
Cretaceous sandstone reservoirs and the Jurassic carbonate reefs.
The well being drilled on the Bhogal block is approximately 60
kilometres from Vanoil's Block 3A. Vanoil understands this well
will cost approximately $22-million (U.S.) to complete and that
targeted depth should be in Q2 of 2010.
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.
Financing and Board of Directors
Vanoil's initial funding will take place through the offering of
10,711,628 Vanoil Rights. Firebird Global Master Fund, Ltd and
Firebird Global Master Fund II, Ltd have agreed to subscribe for
all Vanoil common shares underlying unsubscribed rights at the
conclusion of the Rights Offering. As such, proceeds of the Rights
Offering will be approximately $5.36 million.
Vanoil's Board of Directors will be comprised of all the
existing Directors of Vangold, and in addition Mr. Francis Karanja
will also be joining the Board of Directors of Vanoil. Mr. Karanja
has a BSc in Geology/Chemistry from Nairobi University and a BSc
Honours in Geology from the University of Leeds in the UK, and has
held senior positions in the Kenyan National Oil Company and in the
Kenyan Governments Ministry of Energy and Geology Survey
Department. He has served as Vangold's lead geologist for three
years in our Nairobi, Kenya Office.
IBC Advanced Alloys Corp.
Under the Arrangement, shareholders of Vangold will also receive
the right to receive a total of 25,609,746 shares of IBC Advanced
Alloys Corp; as such shares are currently constituted. This
constitutes 100 per cent of Vangold's holdings of IBC shares.
Shareholders of record, as at the effective date of the
arrangement, will be entitled to receive these IBC shares; however,
the actual distribution of the shares will be deferred until Nov.
23, 2010, when all of the IBC shares held by Vangold have been
released from escrow. This distribution will be conditional upon
the closing of the NGG Acquisition (described below, under "Vangold
Resources Ltd."). 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.
Vangold Resources Ltd.
On completion of the Arrangement, Vangold will operate as a pure
gold company through a 100 percent ownership of Pacific Kanon Gold
Corp ("Pacific Kanon"). Vangold currently holds 50 percent of
Pacific Kanon's shares and will acquire the remaining 50 percent
following completion of the Arrangement, subject to TSX Venture
Exchange approval. As announced in Vangold's Stockwatch news
release of Aug. 20, 2009, with New Guinea Gold Corp. ("NGG"),
Vangold will acquire (the "NGG Acquisition") all the remaining
shares in Pacific Kanon, plus NGG's 20-per-cent interest in the Mt.
Penck property and a 50 percent interest in the Feni project
increasing Vangold's interest in Feni to 100%. The consideration
for this acquisition will be post-Arrangement shares of Vangold
which will equal 19.9 per cent of the shares then issued and
outstanding together with $500,000 that has already been paid.
These shares will not participate in the Arrangement and resulting
distribution of Vanoil Shares, Vanoil Rights and IBC Shares.
Vangold holds a significant investment in Coppermoly Ltd., an
Australian public company (COY) with advanced exploration programs
in Papua New Guinea. Following completion of the NGG Acquisition,
Vangold will hold 12,815,016 shares of Coppermoly. Coppermoly has
entered into an agreement with Barrick Gold for a 20 million dollar
exploration project, which will be undertaken by Barrick.
On Behalf of the Board of VANGOLD RESOURCES LTD.
Dal Brynelsen, President and CEO
Disclaimer for 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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