Vangold Resources Ltd.

Vangold Resources Ltd.

December 29, 2009 09:00 ET

Vangold Issued Final Approval for Plan of Arrangement by TSX Venture Exchange

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 29, 2009) - 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.

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.

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 Offshore 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.

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.

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