TORONTO, Feb. 21, 2013 /CNW/ - Gondwana Gold Inc. (TSXV:GON) ("Gondwana" or the "Corporation") On November 19, 2012, Gondwana Gold Inc. announced that it and Pan
African Oil Ltd. ("PAO") had entered into a definitive agreement, which contemplated a
three-cornered amalgamation whereby securityholders of PAO would
receive securities of Gondwana and PAO will become a wholly-owned
subsidiary of Gondwana (the "Transaction"), Gondwana wishes to announce that the TSX Venture Exchange has
conditionally approved the Transaction whereby the Corporation will
become an oil and gas issuer and that the Corporation has filed a
filing statement on SEDAR in respect of the Transaction. Full details
of the Transaction are set out in the Filing Statement. Completion of
the Transaction is subject to the requisite approval of the
shareholders of each of Gondwana and PAO and the satisfaction of
customary closing conditions.
Completion of the Transaction is subject to a number of conditions,
including TSX Venture Exchange acceptance and disinterested Shareholder
approval. The Transaction cannot close until the required Shareholder
approval is obtained. There can be no assurance that the Transaction
will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing
Statement prepared in connection with the Transaction, any information
released or received with respect to the Change of Business may not be
accurate or complete and should not be relied upon. Trading in the
securities of Gondwana Gold Inc. should be considered highly
Certain statements contained in this release constitute forward-looking
information. These statements relate to future events or the
Corporation's future performance. The use of any of the words "could",
"expect", "believe", "will", "projected", "estimated" and similar
expressions and statements relating to matters that are not historical
facts are intended to identify forward-looking information and are
based on the Corporation's current belief or assumptions as to the
outcome and timing of such future events. Actual future results may
differ materially. In particular, the Corporation's stated expectation
as to the completion of the Transaction is a statement containing
forward-looking information. Actual results and developments may
differ materially from those contemplated by this forward-looking
information depending on, among other things, the risks that the
parties will not proceed with the Transaction, that the ultimate terms
of the Transaction will differ from those that are currently
contemplated and that the Transaction will not be successfully
completed for any reason (including the failure to obtain the required
approvals or clearances from regulatory authorities). The Corporation
disclaims any intention or obligation to publicly update or revise any
forward-looking information, whether as a result of new information,
future events or otherwise, except as may be expressly required by
applicable securities laws.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE: Gondwana Gold Inc.
For further information:
Gondwana Gold Inc.
Phone: (514) 744-4408