Simberi Gold Corporation

Simberi Gold Corporation

August 22, 2005 16:45 ET

Simberi Gold Corporation: Press Release

TORONTO, ONTARIO--(CCNMatthews - Aug. 22, 2005) - Simberi Gold Corporation (TSX VENTURE:SAU) - PGM Ventures Corporation ("PGM") announces that it has completed, pursuant to a share purchase agreement dated August 12, 2005 (the "Share Purchase Agreement"), the sale to Michael Newbury (the "Purchaser") of 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 acquired the common shares at a price of $0.04 per Purchased Share or an aggregate purchase price of $400,000. The Purchaser acquired the Purchased Shares on behalf of himself and four other persons.

Pursuant to the Share Purchase Agreement, Mr. Geoff Farrar was appointed to the Corporation's board of directors and existing directors, Peter Gleeson and Peter Miller, resigned from the board effective July 4, 2005. Mr. Farrar was also appointed by the board of directors as President of the Corporation effective July 4, 2005. Mr. Farrar is the retired President of Barclays Bank of Canada and has extensive experience in international business. It is anticipated that his experience and knowledge of international business in developing countries will be of assistance to the Corporation as it proceeds with seeking new mining investment opportunities.

Under the Share Purchase Agreement, PGM has also agreed to sell to Porphyry Inc., a private Ontario corporation controlled by the Purchaser, and Porphyry has agreed to purchase from PGM, an additional 30,000,000 common shares (the "Additional Shares") of the Corporation at a price, in the case of 12,000,000 of the Additional Shares, of $0.045 per share or an aggregate purchase price of $540,000 and, in the case of the other 18,000,000 Additional Shares, of $0.049 per share or an aggregate purchase price of $882,000. Porphyry will acquire the Additional Shares as such shares are released from escrow with all of the Additional Shares expected to be released from escrow by April 14, 2007. The Additional Shares represent 31.8% of the issued and outstanding common shares of the Corporation. Until the sale of all of the Additional Shares is completed, PGM has agreed to exercise all voting rights attaching to the Additional Shares in accordance with the written direction of Porphyry.

After the sale of the Purchased Shares, PGM owns or controls an aggregate of 30,000,000 common shares of the Corporation representing 31.8% of the outstanding common shares of the Corporation. Upon completion of the sale of the Additional Shares, PGM will no longer own any shares of the Corporation.

The above described transactions are subject to the approval of the TSXV.

This press release includes certain "Forward-Looking Statements" within the meaning of the US Private Securities Reform Act of 1995. Other than statements of historical fact, all statements are "Forward-Looking Statements" that involve such various known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". All dollar amounts are Canadian dollars unless otherwise noted.

The TSX Venture Exchange Inc. has neither approved nor disapproved the information herein contained.

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