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NGUGF~~ NEW GUINEA GOLD ANNOUNCES SALE OF PNG SUBSIDIARY

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~ Blue ~   Thursday, 05/08/14 05:39:12 PM
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NGUGF~~ NEW GUINEA GOLD ANNOUNCES SALE OF PNG SUBSIDIARY
May7, 2014, Vancouver, British Columbia, New Guinea Gold Corporation (“
NGG" or
the
“Company”) (TSXV: NGG)
is pleased to announce that is has entered into
a Memorandum of
Understanding
(the "
MoU
") with Kibush Capital Corporation ("KCC") pursuant to which KCC
has agreed to purchase all of the issued and outstanding shares in the capital of NGG's PNG
subsidiary,
New Guinea Gold Limited ("NGGL")
.
Under the terms of the
MoU
, KCC will pay NGG US$5.25 million, net of certain liabilities, to
acquire NGGL.
KCC will
assume responsibility for certain liabilities held by NGGL as at
April 30, 2014 and will
be granted man
agement rights to the Mt Sinivit goldmine, operated in
PNG by NGGL
, as at May 15, 2014. KCC
will assume responsibilities for all creditors, loans
and legal obligations of NGGL from that date.
The
t
ransaction is subject to customary provisions, and is conditional upon, among other
things, the approval of
NGG
shareholders and the receipt of
any
applicable regulatory
approvals.
The Board of Directors of
NGG
has unanimously approved entering into the
M
oU
and will
recommend that
NGG
shareholders approve the
t
ransaction at a special meeting of
shareholders to be convened and held for the purpose of approving the
t
ransaction. Full details
of the
t
ransaction will be included in a management information circ
ular and related proxy
materials (collectively, the "Circular") to be mailed to shareholders in accordance with
applicable securities laws.
NGG
expects
to hold a special meeting of shareholders in late July
2014.
The Board of Directors' recommendation fol
lows an extensive process by the Company to
secure additional viable financing needed to meet
not only current operational requirements,
but to fund the next phase of the Mt Sinivit mine. The Board of Directors believe the
t
ransaction provides the best out
come not only for the Company, but its shareholders,
employees and creditors, and provides a long
-
term future for the Mt Sinivit mine.
About
Kibush Capital Corporation
Kibush Capital identifies companies with proven products that can be sold immediately to
produce revenue. It is looking for opportunities that can be scaled up quickly and Kibush
Capital will provide the management and financial expertise to move its acquisition to another
level.
ON BEHALF OF THE BOARD
Greg Heaney
Director

http://www.newguineagold.ca/announcements/2014/New%20Guinea%20Gold%20Announces%20Sale%20Of%20PNG%20Subsidiary%20may%207.pdf

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