SG Spirit Gold and Pangea Energy Corp. to Combine Businesses

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES

SG Spirit Gold Inc. (TSX VENTURE:SG) ("SG Spirit" or the "Company") is pleased
to announce that it has entered into a Letter of Intent dated April 5, 2013 (the
"LOI") with Pangea Energy Corp. ("Pangea") to combine their businesses to create
a well-funded, growth oriented, oil & gas company (the "Transaction"). Pangea is
a private British Columbia corporation with its head office located in Lakewood,
Colorado and has interests in oil & gas properties located in Romania and is in
negotiation to acquire producing and non-producing properties in the United
States. The two companies have agreed to combine on the basis of one common
share of SG Spirit being issued for each outstanding share of Pangea. There are
currently 41,822,676 Pangea shares outstanding and it is anticipated that prior
to the closing of the Transaction a further 1,428,571 Pangea shares may be
issued. As part of the Transaction, and prior to any SG Spirit common shares
being issued to Pangea shareholders, SG Spirit will consolidate its issued and
outstanding common shares on the basis of one post-consolidation common share
for every four common shares outstanding such that SG Spirit will have
approximately 2,378,642 common shares outstanding.


The Transaction is subject to the execution of a definitive agreement (the
"Definitive Agreement"), approval of the TSX Venture Exchange (the "Exchange"),
approval of the SG Spirit and Pangea shareholders and other conditions customary
for a transaction of this nature. There can be no assurance that the Transaction
will be completed as proposed or at all. The Transaction will constitute a
reverse takeover under Exchange policies.


Transaction Highlights

The following are the highlights of the terms and conditions of the Transaction:



--  SG Spirit common shares to be consolidated on a four for one basis. 
--  SG Spirit to issue shares to Pangea shareholders on the basis of one
    common share of SG Spirit being issued for each outstanding share of
    Pangea. All options and warrants of Pangea will be converted into
    equivalent securities of SG Spirit on the same conversion ratio. 
--  The transaction must be approved by SG Spirit and Pangea shareholders. 
--  Completion of the transaction is expected to occur prior to July 31,
    2013.



It is anticipated that SG Spirit and Pangea will complete a business combination
by way of an amalgamation or other similar form of transaction whereby SG Spirit
will acquire all of the issued and outstanding shares of Pangea and Pangea will
become a wholly-owned subsidiary of SG Spirit. It is anticipated that a special
meeting of shareholders of SG Spirit will be held in July 2013 to approve the
Transaction. Full details of the Transaction will be included in the Definitive
Agreement and Management Information Circular to be filed with the regulatory
authorities and mailed to SG Spirit shareholders in connection with the special
meeting and in accordance with applicable securities laws. 


On completion of the Transaction, J.C. Whorton Jr. will become Chief Executive
Officer of the combined company, Richard S. Shuster will become Chief Operating
Officer of the combined company and Arthur L. Angeli will become Chief Financial
Officer of the combined company. The Board of Directors of the combined company
will consist of J.C. Whorton, Richard S. Shuster, Mark Morabito, Dan Kriznic,
Kia Besharat and Richard Meloff. A biography of each of the senior executive
officers and directors is set forth below.


J.C. Whorton Jr., CTA - Mr. Whorton is a senior level energy professional with
over thirty-five years of experience spanning all segments of the corporate
value chain from both the physical and financial perspective. This experience
and his leadership positions with six Fortune 500 companies has provided him
with the opportunity of working with many of the world's leading energy
companies at the executive and board level. Mr. Whorton brings over fifteen
years of extensive upstream exploration & production (E&P) operational
experience to Pangea having served as COO and Director of a publicly traded
acquisition-based E&P company that operated over 250 oil and gas wells in a
multi-state region. Mr. Whorton also served as VP of Land and a member of the
Executive Exploration Committee of an E&P company that owned and operated 11
land based drilling rigs operating from 7,000' to 15,000'. Mr. Whorton holds a
M.A. in Public Administration from Oklahoma City University and a B.A. in
Political Science from the University of Oklahoma. 


Richard S. Shuster, P.E. - Mr. Shuster is a Registered Professional Engineer
(Petroleum) with more than 35 years of experience over a wide spectrum of the
oil and gas industry, including major and independent producing companies as
well as service and equipment companies. His background includes management,
engineering, negotiations, operations, investor relations, and business
analysis. Mr. Shuster has practical knowledge of emerging and growing companies
and has developed specialized financing concepts for large projects. During his
career he has built and/or affected change management strategies for numerous
companies such as Grace Petroleum, Kenai Oil & Gas, and Ultra Petroleum
Corporation. 


Arthur L. Angeli, MA, MBA, CPA - Mr. Angeli is a financial and accounting energy
professional with over 30 years of experience. During his tenure in the energy
industry, he has developed numerous creative concepts for financing oil and gas
M&A activity as well as exploration and exploitation drilling and development
programs. Mr. Angeli was instrumental in the financial turnaround for Basin
Exploration as well as subsequently guiding the company through the IPO process.
Following his successful endeavors at Basin, Mr. Angeli joined Ultra Petroleum
Corporation where his experience and expertise took a financially challenged
company through restructuring, thus setting the direction for the company stock
to eventually split and then climb to over $100/share. Mr. Angeli holds a BA in
accounting from the University of Northern Colorado and a Masters in accounting
as well as a Masters in Business Administration, both from Colorado State
University.


Mark J. Morabito, BA, JD - Mr. Morabito has over 15 years' experience in public
markets with a strong focus on junior mining with extensive experience in
capital-raising and corporate development. Mr. Morabito founded and has been the
principal driving force behind a number of successful resource development
companies including Alderon Iron Ore Corp, Excelsior Mining Corp and others. He
led the team that struck an off-take agreement with Hebei, China's largest steel
producer, worth over $400 million. He is also the founder of Forbes West
Management Corp. which provides various services to companies in the junior
resource sector. Mr. Morabito has a BA from Simon Fraser University and
completed his J.D. at the University of Western Ontario. 


Dan Kriznic, CA - Mr. Kriznic is the Executive Vice President and Chief
Financial Officer for the Eminata Group. The group is involved in various
business verticals including education, real estate, on-line marketing, senior
care services and public storage. The brands in the education vertical
collectively represent Canada's largest private for profit education group. He
has led the Eminata Group through various strategic school acquisitions and
integrations including CDI College and University Canada West. Dan also plays a
key role in the company's real estate group and has negotiated and financed real
estate deals for various commercial properties throughout North America. Prior
to joining the Eminata Group in January 2009, Dan was a Senior Manager at
Deloitte & Touche LLP where he served both the private and public sectors in the
fields of education, forestry, retail and manufacturing. During his time at
Deloitte he was the lead person to assist his clients with assurance, advisory,
mergers and acquisitions, restructuring, consulting and tax planning. He was
named Vancouver's Top 40 under 40 for 2010 and holds various other business
achievements including the Governor General Award for highest academic standing
in his graduating class. He is a Chartered Accountant.


Kia Besharat, MSc - Mr. Besharat is a Managing Director at Ubequity Capital
Partners, a leading global merchant and investment bank. Ubequity spearheads the
development and business acceleration of select public and private growth-stage
companies in the media, technology, financial services, oil & gas, real estate
and natural resource sectors. Prior to assuming his role at Ubequity, Mr.
Besharat worked as a financial analyst in New York. He has extensive capital
markets experience including advisory, M&A, restructuring, corporate finance,
and financial due diligence. Mr. Besharat is a founder and shareholder in global
private equity funds, hedge funds and debt funds. He also serves on the Board of
Direct Media Technologies, a highly profitable Internet media company. Mr.
Besharat holds a BA (Economics) from McGill and an MSc. (Finance & Investment)
from the University of Edinburgh. 


Richard Meloff, JD, MBA - Mr. Meloff is a Managing Director at Oliver Capital
Partners, a Canadian private equity and advisory firm. Oliver Capital has
interests in real estate, communications and franchise systems. He serves on the
Board at Boost Capital Corp. and Gideon Capital Corp. both of which have just
announced significant resource acquisitions. Prior to joining Oliver, Richard
was a Managing Director at Ubequity Capital Partners, a global merchant and
investment bank. While at Ubequity, Richard led numerous acquisitions and
financings in the technology and resource sectors. Richard has also served in
various corporate development capacities at two large, publicly-traded companies
and practiced corporate law in New York City, focusing on public M&A and complex
strategic sourcing. Richard holds a BA from McGill University and a combined
JD/MBA from the University of Toronto.


Conditions precedent to the closing of the Transaction include: 



--  Satisfactory completion of customary due diligence within 30 days of
    execution of the LOI. 
--  Entering into the Definitive Agreement. 
--  Pangea completing a financing of at least $5 million, the terms of which
    are to be determined. 
--  SG Spirit completing a consolidation of its outstanding common shares,
    warrants and options on the basis of one post-consolidation share for
    every four pre-consolidation shares. 
--  All necessary board, shareholder and regulatory approvals, including the
    approval of the Exchange, being received. 



Sponsorship

The proposed Transaction is subject to the sponsorship requirements of the
Exchange, unless an exemption from those requirements is granted by the
Exchange. SG Spirit intends to apply for an exemption from the sponsorship
requirements; however, there can be no assurance an exemption will be obtained.
If an exemption from the sponsorship requirements is not obtained, a sponsor
will be identified at a later date. An agreement to act as sponsor in respect of
the Transaction should not be construed as any assurance with respect to the
merits of the Transaction or the likelihood of its completion.


Completion of the Transaction is subject to a number of conditions, including
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 Management Information
Circular to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of SG Spirit
should be considered highly speculative.


The 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.


About Pangea

Pangea Energy is a private Canadian-based oil and gas exploration and production
company with interests in assets in Romania and is in negotiation to acquire
producing and non-producing properties in the United States. Pangea is focused
on increasing and optimizing production from oil producing assets, while also
undertaking exploration programs on the core oil properties in its portfolio to
identify targets and increase reserves.


ON BEHALF OF THE SG BOARD

Adrian Bray, President & CEO

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this news release may involve forward-looking
statements under applicable securities laws. Forward-looking statements are
statements that relate to future, not past, events. In this context,
forward-looking statements often address expected future business and financial
performance, and often contain words such as "anticipate", "believe", "plan",
"estimate", "expect", and "intend", statements that an action or event "may",
"might", "could", "should", or "will" be taken or occur, or other similar
expressions. All statements, other than statements of historical fact, included
herein including, without limitation; statements about the terms and completion
of the Transaction are forward-looking statements. By their nature,
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements,
or other future events, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following risks: the need
for additional financing; operational risks associated with oil & gas
exploration; requirement to obtain shareholder approval; failure to execute the
Definitive Agreement, fluctuations in commodity prices; title matters;
environmental liability claims and insurance; reliance on key personnel; the
potential for conflicts of interest among certain officers, directors or
promoters with certain other projects; competition; dilution; the volatility of
our common share price and volume and the additional risks identified in the
management discussion and analysis section of our interim and most recent annual
financial statement or other reports and filings with the Exchange and
applicable Canadian securities regulators. Forward-looking statements are made
based on management's beliefs, estimates and opinions on the date that
statements are made and SG Spirit Gold undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions or other
circumstances should change, except as required by applicable securities laws.
Investors are cautioned against attributing undue certainty to forward-looking
statements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
SG Spirit Gold Inc.
Konstantine Tsakumis
Investor Relations
604-681-8030 or 1-866-683-8030
604-681-8039 (FAX)
SG Spirit Gold Inc. (TSXV:SG)
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