2014

Gondwana Gold Announces Receipt of TSX Venture Exchange Conditional Approval and Filing of Filing Statement in respect of the Previously Announced Transaction with Pan African Oil Ltd.

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.




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