SG Spirit Gold Inc.: Terms for Pangea Energy Corp. Private Placement Announced

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, further to its news release of April 8, 2013 announcing that
it had entered into a Letter of Intent dated April 5, 2013 (the "LOI") with
Pangea Energy Corp. ("Pangea") to combine their businesses (the "Transaction"),
Pangea has engaged a syndicate of agents (the "Agents"), led by Salman Partners
Inc. (the "Lead Agent") to place on a "best efforts" basis by way of private
placement, subscription receipts of Pangea (the "Subscription Receipts") at a
price of US$0.35 per Subscription Receipt. Aggregate gross proceeds from the
sale of the Subscription Receipts will be a minimum of US$5,000,000, up to a
maximum of US$15,000,000 (the "Offering"). The Offering may, at the election of
the Lead Agent, be increased up to US$20,000,000, in the event that
subscriptions for Subscription Receipts received are greater than US$15,000,000
in aggregate. Successful completion of the minimum US$5,000,000 financing is a
condition of the Transaction.


Offering Details

Upon satisfaction of certain conditions (the "Release Conditions"), each
Subscription Receipt will convert, without the payment of any additional
consideration and subject to adjustment, into a Pangea common share immediately
prior to closing of the Transaction. The common shares of SG Spirit will
ultimately be the securities received by the holders of the Subscription
Receipts upon completion of the Transaction. The Offering is scheduled to close
on or about June 15, 2013 or such other date as Pangea and the Agents may agree
(the "Closing Date").


The gross proceeds of the Offering (the "Escrowed Funds") will be held in escrow
on behalf of the subscribers with a trustee (the "Escrow Agent") acceptable to
the Lead Agent. The Escrowed Funds, less any commission payable to the Agents,
will be released from escrow to Pangea contemporaneously with the closing of the
Transaction (the "Escrow Release Time"), provided that the following conditions
(the "Escrow Release Conditions") have been satisfied before the Escrow Release
Time:




a.  All conditions precedent to the closing of the Transaction shall have
    been satisfied or waived to the satisfaction of the Lead Agent, acting
    reasonably; 
b.  To the extent required in accordance with the rules of the TSX Venture
    Exchange (the "Exchange"), the Transaction and the issuance of the
    public company shares and Broker Warrant Shares pursuant to the Offering
    shall have been approved by the shareholders of SG Spirit and Pangea, if
    required; and 
c.  The Exchange having granted conditional approval allowing SG Spirit to
    become at least a Tier 2 Oil and Gas Issuer. 



In the event the Escrow Release Time does not occur within 90 days after the
Closing Date of the Offering, the Escrowed Funds, plus any accrued interest
earned thereon, shall be returned pro rata to each holder of the Subscription
Receipts in exchange for that number of Subscription Receipts held by such
holder.


Pangea will pay the Agents an aggregate fee of 8.0% of the gross proceeds from
the Offering payable in cash. In addition, at the time Escrow Release Conditions
are satisfied, the Agents will receive non- transferable broker warrants (the
"Broker Warrants") equal in number to 8.0% of the aggregate number of
Subscription Receipts sold pursuant to the Offering. Each Broker Warrant shall
entitle the holder to acquire one Pangea common share at an exercise price of
$0.45 for a period of 24 months from the satisfaction of the Escrow Release
Conditions.


The gross proceeds of the Offering less the expenses of the Agents and the
commission payable to the Agents, will be used to effect the Transaction and to
fund continuing exploration and developmental activities on Pangea's oil and gas
properties.


The securities described herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any state securities laws, and accordingly, may not be offered or sold
within the United States except in compliance with the registration requirements
of the U.S. Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This press release does not constitute an
offer to sell or a solicitation of an offer to buy any of Pangea's securities or
the Company's securities in the United States.


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 of the
Offering, the use of proceeds from the Offering and 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 for
the Transaction, 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 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.
Adrian Bray
President & CEO
1-866-683-8030 or 604-681-8030
604-681-8039 (FAX)
SG Spirit Gold Inc. (TSXV:SG)
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