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 speculative.
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.