oil & gas and minerals

Internationally diversified resource company.

Free
Message: Vangold Reports -- International Beryllium Corporation Signs Definitive Agreemen

Vangold Reports -- International Beryllium Corporation Signs Definitive Agreemen

posted on Oct 02, 2008 11:11AM

Vangold Reports -- International Beryllium Corporation Signs Definitive Agreement to Acquire 100% of Indiana-Based Nonferrous Products, Inc.

VANCOUVER, BC, Oct 02, 2008 (MARKET WIRE via COMTEX News Network) --

Vangold Resources Ltd. (TSX-V: VAN) ("Vangold") reports that International Beryllium Corporation (TSX-V: IB) ("IB" or the "Company"), an emerging vertically integrated global beryllium company focused on every element of the mine to market value chain, is pleased to announce that it has signed a definitive agreement (the "Agreement") to acquire Nonferrous Products, Inc., a profitable and growing beryllium metalworking and specialty alloy processing company. The proposed acquisition, previously announced by IBC in their June 5, 2008 news release, is an arm's length transaction. Vangold holds 25,609,756 common shares of IBC.

IB, through its wholly owned subsidiary IBC US Holdings, Inc. ("IBC US"), will acquire the issued shares of NF Industries, Inc., which in turn owns the issued shares of Nonferrous Products, Inc. (collectively "NF" or "Nonferrous"). The aggregate purchase price is approximately US$10,500,000, payable as to US$6,000,000 in cash, US$3,000,000 in vendor debt and common shares of IBC ("IB Shares") provided that IBC shall not be obligated to issue more than C$1,500,000 in IB Shares at a deemed price of C$0.50 per share. The Company has paid to the vendors a non-refundable deposit in the amount of US$500,000. The vendor debt will bear interest at 8% and is due in three years, but may be repaid at any time. Pursuant to the policies of the TSX Venture Exchange (the "TSXV"), the IB Shares issuable will be subject to a hold period of four months and one day from the date on which they are issued. Completion of the acquisition is subject to certain conditions including the approval of the Nonferrous shareholders and the TSXV. On completion of the acquisition IBC US will hold all of the issued and outstanding shares of Nonferrous. No finder's fee is payable in connection with the acquisition.

"International Beryllium Corporation is very pleased to have signed this acquisition agreement with Nonferrous, which had 2007 revenues of US$11.4 million. On a pro forma basis with Freedom Alloys, our fiscal 2007 revenues were US$7.3 million, with the acquisition of Nonferrous increasing our revenue base by more than 100%," said Anthony Dutton, President and CEO of IB. "We look forward to working closely with the NF management team as we continue to consolidate our position in the global beryllium market. We were very impressed with the Nonferrous team which possesses invaluable technical experience and market knowledge that will allow us to work together to aggressively expand our manufacturing and marketing footprint in North America and globally."

Nonferrous Products, Inc. is a niche manufacturer of custom copper beryllium, copper and bronze alloys. NF provides tooling components for the North American automotive industry, Asian, European and North American plastic mold producers, electronic component manufacturers and the global oil and gas service industry. NF is also an approved vendor to the US Navy and privately owned submarine and aircraft carrier producers and repair facilities.

NF has been in continuous operation since its founding in 1946 and is headquartered on a 12-acre company-owned site in Franklin, Indiana, south of Indianapolis, where it has 49,000 square feet of manufacturing facilities. The company has a staff of 35 employees including three metallurgists and a seven-person technical sales staff. Consistently profitable, NF recorded a 16% increase in 2007 audited sales over 2006. Significant growth drivers include the rapidly expanding export markets and the growth of plastic mold and oil and gas applications globally.

Nonferrous sources beryllium copper, hardened copper alloys, aluminum bronze and high purity copper in cast billet, slab or ingot chemically certified by its mill sources in North America, Asia and Europe. NF then forges and heat treats these metals into usable industrial products serving the industrial welding, oil and gas, plastic mold, metal melting, marine defense, electronic and industrial equipment markets. NF has the largest forging press in North America solely producing high-value beryllium and other copper alloys and can manufacture and machine custom product from 20 to 4,000 lbs. in compliance with ASTM and other industry standards. Its proprietary forging and heat treating processes maximizes the secondary properties of these metals while providing near-net shape components for its customers with a machining and testing operation.

"This agreement represents an important strategic milestone for IB and NF as well as an excellent growth opportunity for both companies," stated Denis Brady, CEO of Nonferrous. "From our initial meeting it was immediately clear that both IBC and Nonferrous had the same strategic vision of consolidation and vertical integration of the global beryllium industry and that our joining forces would be inevitable and in the best interests of our company and our future. We look forward," continued Brady, "to integrating our operations with those of IB and Freedom Alloys, a wholly owned subsidiary of IBC and a valued supplier and customer of NF, as we consolidate and integrate our operations to focus on growth and additional acquisition opportunities."

This news release was prepared by management of IBC, which takes full responsibility for its contents. There can be no assurance that the proposed acquisition will be completed as described, or at all.

About International Beryllium Corporation

International Beryllium Corporation is a global manufacturing, exploration and development company focused on beryllium, beryllium oxides and beryllium master alloys. Beryllium and related alloys are used in a broad range of specialized industrial applications such as nuclear power, defence, electronics and automotive. International Beryllium's common shares are traded on the TSX Venture Exchange under the symbol IB.

Legal Notice Regarding Forward-Looking Statements

This news release contains "forward-looking statements," as that term is defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, the expectations and/or claims, as applicable, that: (i) IB and Nonferrous will grow into a strong vertically integrated international beryllium company; (ii) IB is looking forward to a successful integration and growth in market share and shareholder value for IB; and (iii) IB plans to pursue additional downstream acquisition opportunities and expand its manufacturing and marketing footprint in both North American and international markets.

Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (i) the risk that IB does not execute its business plan; (ii) the inability of IB to keep pace with market requirements; (iii) the Company's inability to maintain key relationships with suppliers and customers; (iv) the Company not being able to retain key employees; (v) competitors providing better or cheaper products; (vi) markets for the Company's products not developing as expected; (vii) the Company's inability to finance its operations or growth; (viii) inability to obtain all necessary government and regulatory approvals; (ix) the inability to effectively market the Company's products, including the establishment of viable relationships with third parties; (x) fluctuating beryllium prices may negatively impact IB's business plans and strategies; and (xi) failure to complete the Nonferrous transaction for any reason. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although the Company believes that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance those beliefs, plans, expectations, or intentions will prove to be accurate.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this news release.

To find out more about Vangold Resources Ltd. please visit our website at www.vangold.ca or contact Dal Brynelsen at 604-684-1974 or by email [email protected].

On Behalf of the Board of

VANGOLD RESOURCES LTD.

"Dal Brynelsen"

Dal Brynelsen, President and CEO

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Distributed by Filing Services Canada and retransmitted by Marketwire

Contacts: International Beryllium Corporation Anthony Dutton CEO (604) 685-6263 ext. 111 Email: Email Contact Website: www.internationalberyllium.com

SOURCE: Vangold Resources Ltd.

http://www2.marketwire.com/mw/emailp... http://www.internationalberyllium.com

Copyright 2008 Market Wire, All rights reserved.

Share
New Message
Please login to post a reply