Vangold Issued Final Approval for Plan of Arrangement by TSX Venture Exchange
December 29 2009 - 8:04AM
Marketwired Canada
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.
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