Vangold Resources Ltd.
TSX VENTURE : VAN

Vangold Resources Ltd.

October 08, 2009 09:01 ET

Vangold Announces Reorganization

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 8, 2009) - 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.

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