Gondwana Gold announces execution of definitive agreement with Pan African Oil Ltd. to acquire oil and gas assets in Africa

Tuesday, Nov 20, 2012

TORONTO, Nov. 19, 2012 /CNW Telbec/ - Gondwana Gold Inc. (TSXV: GON) ("Gondwana" or the "Corporation") is pleased to announce that it has executed a definitive agreement dated November 19, 2012 with Pan African Oil Ltd. ("PAO") which contemplates a three-cornered amalgamation whereby securityholders of PAO will receive securities of Gondwana and PAO will become a wholly-owned subsidiary of Gondwana (the "Transaction").  Pursuant to the Transaction: (i) each common
share of PAO will be exchanged for 0.8 (the "Exchange Ratio") of a common share of the Corporation; and (ii) each convertible security of PAO will be exchanged for similar convertible securities of the Corporation at the Exchange Ratio.

PAO is a private company existing under the laws of the province of British Columbia incorporated on November 30, 2011. PAO is engaged in oil and gas exploration onshore and offshore Africa. PAO's principal asset is its 81% interest in two petroleum exploration licences for blocks 2211 B, 2311 A and 2612 A in the Walvis & Lüderitz Basins, Offshore Namibia. PAO has retained Petrotech Engineering Ltd. to prepare a National Instrument 51-101 report on PAO's Offshore Namibia properties.

The completion of the Transaction will be a change of business for the
Corporation pursuant to Policy 5.2 of the TSX Venture Exchange, with the resulting focus of the Corporation on the oil and gas industry.

Gondwana is currently a mining exploration company with exploration properties located in Africa. Gondwana was incorporated on July 24, 2007 and was listed as a capital pool company on the TSX Venture Exchange on May 22, 2008.  Gondwana completed its qualifying transaction and was listed as a mining company on September 3, 2010.  Since completing its qualifying transaction, the Corporation has been focused on pursuing exploration and development opportunities within
the mining sector.  For further information about the Corporation and its
activities, please refer to the Corporation's website at www.gondwanagold.com as well as filings at www.sedar.com.

Gondwana and PAO are arm's length parties, and there are no non-arm's length parties of Gondwana who are insiders of PAO or who presently hold any direct or indirect beneficial interest in either PAO or any of its assets.

Source: Gondwana Gold Inc.

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