Pangea Energy Corp. Announces Convertible Debenture Financing Up to US$15,000,000

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

SG Spirit Gold Inc. (TSX VENTURE:SG) ("SG" or the "Company") is pleased to
announce that Pangea Energy Corp. ("Pangea") had engaged Salman Partners Inc. to
act as its lead agent (the "Lead Agent") to place on a "best efforts" basis by
way of private placement, subscription receipts ("Subscription Receipts")
exchangeable for convertible debentures (the "Debentures") of Pangea at a price
of US$1,000 per Subscription Receipt, subject to acceptance by the TSX Venture
Exchange (the "Exchange"). Aggregate gross proceeds from the sale of the
Subscription Receipts will be up to a maximum of US$10,000,000 (the "Offering").
The Offering may, at the election of the Lead Agent, be increased up to
US$15,000,000, in the event that subscriptions for Subscription Receipts
received are greater than US$10,000,000 in aggregate. The Offering is scheduled
to close on or about June 30, 2013 or such other date as Pangea and the Agents
may agree (the "Closing Date"). The Offering is being conducted in addition to,
and in conjunction with, the previously announced private placement of
subscription receipts exchangeable for Pangea common shares, which is now
expected to close on or about June 30, 2013 (see SG press release of May 22,
2013).


Offering Details

Upon satisfaction of certain conditions, subscribers will have the right to
convert each Subscription Receipt, without the payment of any additional
consideration and subject to adjustment, into one Debenture upon closing of the
business combination (the "Transaction"), announced on April 8, 2013, between
Pangea and SG. The common shares of SG will ultimately be the securities
receivable upon conversion of the Debentures (if applicable) following the
completion of the Transaction. The Debentures can be converted, at the option of
the subscriber, at any time from the Escrow Release Time (as defined below)
until the Maturity Date which is 2 years from the Escrow Release Time, subject
to acceleration in the event of default (the "Maturity Date"), at the conversion
price of US$0.50 per Common Share, being 2,000 common shares per each US$1,000
Debenture amount. Subject to adjustment, consolidation or payment of dividends
other than in the ordinary course. 


The Debentures, which will be direct unsecured obligations for borrowed money
and will rank pari passu with all unsecured indebtedness of Pangea, will be
transferrable (subject to applicable securities laws), and will bear interest at
8% per annum, payable quarterly on March 31, June 30, September 30 and December
31 of each year. The first payment shall be made on December 31, 2013. 


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 Exchange, the
    Transaction and the issuance of the common shares issuable on the
    conversion of the Debentures, shall have been approved by the
    shareholders of SG and Pangea, if required; and 
    
c.  The Exchange having granted conditional approval allowing SG 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. 


The Debentures will be redeemable at any time prior to the Maturity Date (with
no less than 30 and more than 60 days' notice delivered to the Debenture holder)
at par plus accrued and unpaid interest provided the Current Market Price (as
defined below) exceeds USD$0.75 per common share. "Current Market Price" means
the weighted average trading price per common shares on the Exchange for twenty
(20) consecutive trading days ending five days prior to the date on which notice
of redemption is given to the Debenture holder. 


Pangea will pay the Agents an aggregate fee of 6.0% of the gross proceeds from
the Offering payable in cash. 


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 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
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.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release, and no securities
regulatory authority has either approved or disapproved of the contents of this
release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
SG Spirit Gold Inc.
Adrian Bray
President & CEO
604-681-8030 or 1-866-683-8030
604-681-8039 (FAX)
SG Spirit Gold Inc. (TSXV:SG)
過去株価チャート
から 5 2024 まで 6 2024