TORONTO,
April 3, 2013 /CNW/ - Gondwana
Gold Inc. (TSXV:PAO) (the "Corporation") today announced
that it has entered into a definitive share purchase agreement (the
"Agreement") pursuant to which Kanosak Capital Venture
Corporation (TSXV:KKV) ("Kanosak") will acquire all of the
outstanding shares of the Corporation's subsidiary LMZ Gold Burkina
SARL (the "Transaction"). LMZ Gold Burkina SARL owns 100% of
the exploration and mining rights for three properties in
Burkina Faso, known as the Gabou,
Dianvour and Ouaraba properties (the "Properties").
As consideration for the Transaction, Kanosak
will issue 2,000,000 common shares on closing of the Transaction,
and 3,000,000 additional common shares upon reaching each of the
following two milestones: upon the release of a mineral resource
estimate evidencing a minimum of 1,000,000 ounces of gold on the
Properties and upon the preparation of a bankable feasibility study
on the Properties.
Between the date of signing the Agreement and
the closing of the Transaction, Kanosak will be the operator of the
Properties and will be responsible for all related costs.
Such costs are non-refundable in case of non-completion of the
Transaction.
The completion of the Transaction is subject to
customary closing conditions including Kanosak's completion of
satisfactory due diligence as well as the receipt of the necessary
regulatory and TSX Venture Exchange approvals. The
Transaction is expected to close in June
2013.
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
satisfy or waive all of the conditions of completion of the
Transaction). 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 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.