SOURCE: Vangold Resources Ltd.

March 05, 2008 12:16 ET

Vangold Reports That International Beryllium Corporation Signs Definitive Agreement to Acquire 100% of Royersford, Pennsylvania-Based Freedom Alloys, Inc.

VANCOUVER, BC--(Marketwire - March 5, 2008) - Vangold Resources Ltd. (TSX-V: VAN) ("Vangold") -- Anthony G. Dutton, Chief Executive Officer and director of International Beryllium Corporation ("IB"), and Dal Brynelsen, President and CEO of Vangold, are pleased to announce that, further to IB's news release dated January 9, 2008, regarding a proposed acquisition of a North American beryllium manufacturing company, IBC and its wholly owned subsidiary, IBC US Holdings, Inc. ("IBC US"), have signed a definitive agreement (the "Agreement") to acquire, through IBC US, all of the issued and outstanding shares (the "Freedom Shares") of Freedom Alloys, Inc. ("Freedom"), a manufacturer and supplier of beryllium, beryllium copper and beryllium containing alloy products. The proposed acquisition is an arm's length transaction. Vangold holds 25,609,756 common shares of IB.

The aggregate purchase price for the Freedom Shares is US$10,000,000 (the "Purchase Price") based on a price of $120.85 per Freedom Share. The Purchase Price is payable at the election of each Freedom shareholder in cash or cash and common shares of IBC ("IBC Shares") provided that IBC shall not be obligated to issue more than 25% of the Purchase Price ($2,500,000) in IBC Shares (up to 4,385,965 IBC Shares) at a deemed price of US$0.57 per share. The Company has paid to the vendors a non-refundable deposit in the amount of US$1,000,000. Pursuant to the policies of the TSX Venture Exchange (the "TSXV"), the IBC Shares issuable in exchange for Freedom Shares will be subject to a hold period of four months and one day from the date on which they are issued. Completion of the acquisition is subject certain conditions including the approval of Freedom's shareholders and the approval of the TSXV. Freedom's management has agreed to vote their Freedom Shares in favour of the acquisition. On completion of the acquisition IBC US will hold all of the issued and outstanding shares of Freedom. No finder's fee is payable in connection with the acquisition.

Freedom, based in Royersford, Pennsylvania, was founded in 1994 by its current management team who had previous senior management and technical experience in the beryllium casting and marketing industry at Brush Engineered Metals and NGK USA. Freedom's core expertise is melting and casting beryllium copper and other beryllium containing alloys and serving the end user market. Freedom is a primary producer-supplier of beryllium copper casting and master alloy ingot products in North America and markets around the world. Freedom also manufactures the beryllium nickel and beryllium aluminum families of alloy products.

Freedom is profitable and experienced strong revenue growth in the last 12 months, with unaudited sales increasing by over 30% in the year ended December 31, 2007. Freedom's facility has three furnaces that have been adapted to the specialized requirements of beryllium alloy manufacturing. Freedom has strong technical and manufacturing engineering resources in the highly specialized beryllium and beryllium containing alloy industry. This expertise allowed Freedom to develop and integrate proprietary direct chill VLT (Very Low Turbulence) semi-continuous casting technology into a highly autonomous billet manufacturing cell. This effort has resulted in a world class capability to manufacture large 21-inch diameter beryllium copper input billets weighing up to two tonnes. These large scale as-cast billets exhibit consistently fine grained, uniform micro-structures coupled with high purity, low carbide chemical compositions.

Freedom Alloys, Inc. offers its customers a full range of manufacturing and support services including casting and master alloy products, cast and forged billet products, semi-continuous cast input billets and wrought products. Freedom manufactures its beryllium alloys utilizing either pure metallic beryllium or certified beryllium copper master alloy. Because of top quality input materials and proprietary melt practices, ingot and billet products from Freedom are among the cleanest and highest quality in the industry.

"International Beryllium Corporation is very pleased to be entering into this transaction with Freedom and looks forward to working closely with its founding management team and employees as we continue to develop and execute our corporate strategy," said Anthony Dutton, President and CEO of IBC. "We expect that Freedom's deep technical experience and market knowledge will be invaluable as we pursue additional downstream acquisition opportunities and expand our manufacturing and marketing footprint in both North American and international markets. Mike Fisher and his team," continued Dutton, "are acknowledged market leaders and we are looking forward to a successful integration as we work together to grow market share and shareholder value for IBC."

"This in an important and strategic combination for both IBC and Freedom," stated Michael Fisher, CEO and a founder of Freedom. "From our initial meeting we were impressed with IBC's focus, strategic direction and clear understanding of the excellent and growing opportunities in the beryllium and beryllium alloys sector. It was evident early on," continued Fisher, "that joining forces with IBC would be beneficial to our company, our employees and our shareholders and we look forward to offering our market and technical experience to help IBC grow into a strong and vertically integrated international beryllium company."

This news release was prepared by management of IBC, which takes full responsibility for its contents. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this news release. There can be no assurance that the proposed acquisition will be completed as described, or at all.

About International Beryllium Corporation

International Beryllium Corporation is a global exploration and development company focused on beryllium, beryllium oxides and beryllium master alloys. Beryllium and related alloys are used in a broad range of specialized industrial applications such as nuclear power, defence, electronics and automotive. International Beryllium's common shares are traded on the TSX Venture Exchange under the symbol IB.

The objective of International Beryllium Corporation is to become a premier vertically integrated global beryllium and beryllium alloys processing and distribution company serving the major beryllium using industries.

Legal Notice Regarding Forward-Looking Statements

This news release contains "forward-looking statements," as that term is defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, the expectations and/or claims, as applicable, that: (i) IBC and Freedom will grow into a strong vertically integrated international beryllium company (ii) IBC is looking forward to a successful integration and growth in market share and shareholder value for IBC; and (iii) IBC plans to pursue of additional downstream acquisition opportunities and expand its manufacturing and marketing footprint in both North American and international markets.

Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (i) the risk that IBC does not execute its business plan; (ii) the inability of IBC to keep pace with market requirements; (iii) the Company's inability to maintain key relationships with suppliers and customers; (iv) the Company not being able to retain key employees; (v) competitors providing better or cheaper products; (vi) markets for the Company's products not developing as expected; (vii) the Company's inability to finance its operations or growth; (viii) inability to obtain all necessary government and regulatory approvals; and (ix) the inability to effectively market the Company's products, including the establishment of viable relationships with third parties; (x) fluctuating beryllium prices may negatively impact IBC's business plans and strategies. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although the Company believes that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance those beliefs, plans, expectations, or intentions will prove to be accurate.

To find out more about Vangold Resources Ltd. please visit our website or contact Dal Brynelsen at 604-684-1974 or by email brynelsen@vangold.ca or visit our website at www.vangold.ca.

On Behalf of the Board of
VANGOLD RESOURCES LTD.

"Dal Brynelsen"
Dal Brynelsen, President and CEO

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Contact Information

  • VANGOLD RESOURCES LTD.
    P.O. Box 11622,
    1730 - 650 West Georgia Street
    Vancouver, BC
    Canada, V6B 4N9
    Phone: 604-684-1974
    Fax: 604-685-5970
    www.vangold.ca