Simberi Gold Corporation

Simberi Gold Corporation

April 04, 2006 17:18 ET

Simberi Gold Corporation: Press Release

TORONTO, ONTARIO--(CCNMatthews - April 4, 2006) - Simberi Gold Corporation (TSX VENTURE:SAU) ("Simberi") - Simberi announced today that it has entered into a definitive agreement to acquire the remaining 33.3% of New Congo Resource Development Inc. ("NCDC"). Simberi currently owns 66.7% of NCDC.

NCDC, a Canadian corporation, was established in 2004 as a new mineral exploration and development business to exploit initially certain copper and cobalt tailings dumps located in Kakanda and Kambove in the Democratic Republic of Congo (the "Kakanda Project"). PTM Minerals (Cayman) Ltd. ("PTM Minerals"), a Cayman Islands domiciled mineral exploration and development company, established the Kakanda Project in 1997. NCDC acquired all of the outstanding shares of PTM Minerals in 2004. Pursuant to an agreement between PTM Minerals and Gecamines, the state owned copper mining company in the DRC, the parties agreed to enter into a joint venture to operate the Kakanda Project. Currently, PTM Minerals and Gecamines each have the right to participate in the joint venture on a 51% and 49% basis, respectively.

Pursuant to the terms of a share purchase agreement between Simberi and Quartern Holdings Ltd. ("Quartern"), Simberi has agreed to purchase from Quartern and Quartern has agreed to sell to Simberi the remaining 33.3% of the outstanding shares of NCDC and Quartern has agreed to continue its role in the development of the Kakanda Project in exchange for the following:

a) payment by Simberi to Quartern of $100,000 in cash; and

b) the issuance by Simberi to Quartern of 8 million common shares of Simberi.

In addition, Quartern has agreed to enter into a consulting agreement with Simberi and NCDC pursuant to which Quartern will be, amongst other things, responsible for continuing the development of the Kakanda Project. Pursuant to the terms of the consulting agreement, Quartern will be entitled to receive an additional 3.9 million common shares of Simberi upon successfully increasing PTM Minerals' interest in the Kakanda Project from 51% to 75% or more.

All shares issued pursuant to these transactions will be subject to a four month hold period from the date of issuance. The completion of this agreement is subject to receipt of TSX Venture Exchange approval.

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.

Neither the TSX Venture Exchange, nor any other securities regulatory authority has approved or disapproved of the contents of this news release.

Contact Information

  • Simberi Gold Corporation
    Mike Newbury
    (416) 603-7200
    Simberi Gold Corporation
    Shanda Theaker
    (416) 603-7200