Porphyry Inc.

June 29, 2005 18:10 ET

Porphyry Inc.: Purchase Of Shares Of Simberi Gold Corporation

TORONTO, ONTARIO--(CCNMatthews - June 29, 2005) -

Michael Newbury (the "Purchaser") announced that he has entered into an agreement to acquire from PGM Ventures Inc. ("PGM") through a private transaction 10,000,000 common shares (the "Purchased Shares") in the capital of Simberi Gold Corporation (the "Corporation") representing 10.6% of the issued and outstanding common shares of the Corporation. The Purchaser agreed to acquire the common shares at a price of $0.04 per Purchased Share or an aggregate purchase price of $400,000. The Purchaser is acquiring the Purchased Shares on behalf of himself and five other persons (the "Joint Participants"). The closing date for the acquisition is expected to be within seven business days.

PGM has also agreed to sell to Porphyry Inc. ("Porphyry"), a private Ontario corporation controlled by the Purchaser, and Porphyry has agreed to purchase from PGM, at any time during the next 12 months an additional 30,000,000 common shares (the "Additional Shares") of the Corporation at a price, in the case of 15,000,000 of the Additional Shares, of $0.045 per share or an aggregate purchase price of $675,000 and, in the case of the other 15,000,000 Additional Shares, of $0.05 per share or an aggregate purchase price of $750,000. The Additional Shares represent 31.8% of the issued and outstanding common shares of the Corporation. Until the purchase of the Additional Shares is completed, PGM has agreed to enter into a voting trust granting Porphyry the right to exercise all voting rights attaching to the Additional Shares.

Upon completion of the acquisition of the Purchased Shares, Porphyry, together with those persons who may be considered to be acting jointly or in concert with the Purchaser, will own or control an aggregate of 10,000,000 common shares of the Corporation representing 10.6% of the outstanding common shares of the Corporation. Upon completion of the acquisition of the Additional Shares, Porphyry, together with those persons who may be considered to be acting jointly or in concert with Porphyry, will own or control an aggregate of 40,000,000 common shares of the Corporation representing 42.4% of the outstanding common shares of the Corporation.

The Purchaser and the Joint Participants have acquired the Purchased Shares and Porphyry has acquired the Option for investment purposes. The Purchaser, the Joint Participants and/or Porphyry may purchase additional shares of the Corporation in the open market, by private agreement or otherwise subject to their availability at attractive prices, market conditions, applicable laws and other relevant factors.

The Purchaser intends to file a report describing the above transaction with applicable regulators, a copy of which shall be sent promptly to anyone who requests it from the persons noted below. The Purchaser and Porphyry's address is 192 Douglas Ave., Toronto, Ontario, M5M 1G6.

The information herein has not been approved or disapproved by regulatory authorities.

Contact Information

  • Michael Newbury
    (416) 703-5435