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Simberi Gold Corporation: Press Release.


TORONTO -- Simberi Gold Corporation (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
 Venture:SAU SAU Saudi Arabia (ISO Country code)
SAU St. Ambrose University (Davenport, IA)
SAU Spring Arbor University (Spring Arbor, Michigan) 
) - Simberi Gold Corporation ("Simberi") has entered into a heads of agreement Heads of Agreement

A non-binding document outlining the main issues relevant to a tentative partnership agreement.

Notes:
It is the draft used by lawyers when drawing up the contract. It serves as a guideline for both parties before any documents are legalized.
 dated November 15, 2004 (the "Agreement") with Allied Gold Limited ("Allied") to sell its interests in the Tabar Islands Gold Project in the New Ireland Archipelago of eastern Papua New Guinea Papua New Guinea (păp`ə, –y .

Satisfaction of the commercial terms of the Agreement and receipt of all necessary and regulatory and other approvals will result in Simberi holding a 12.5% carried interest in the Simberi Mining Joint Venture (ML 136) on Simberi Island and no interest in EL 609 which covers the remainder of the Tabar Island Group outside of ML 136 on central and eastern Simberi Island.

The key commercial terms of the Agreement are:

- Allied will purchase 37.5% of Simberi's current 50% interest in the Simberi Mining Joint Venture and Simberi's 1% interest in the Tabar Exploration Joint venture (EL 609) for a total cash consideration of C$4.0 million.

- Completion of the transaction, including execution of a definitive agreement, will occur within 90 days of signing the Agreement with a refundable deposit of C$250,000 (inclusive) to be paid within 14 days of signing the Agreement.

- Simberi will retain a 12.5% free carried interest ("FCI (Flux Changes per Inch) The measurement of polarity reversals on a magnetic surface. In MFM, each flux change is equal to one bit. In RLL, a flux change generates more than one bit. ") in the Simberi Mining Joint Venture through to the earlier of a decision to mine and December 31, 2009, at which point Simberi has the option to fund its pro rata share of the project or convert the FCI into Allied shares at a minimum price of A$0.50 per share. The value of the conversion will be based upon NPV NPV

See: Net present value
 derived from the bankable bank·a·ble  
adj.
1. Acceptable to or at a bank: bankable funds.

2. Guaranteed to bring profit: a bankable movie star.
 feasibility study at the time of making the decision to mine.

- Allied will transfer the 14% interest (held by Nord Pacific Limited) in the Young Shannon project in Canada to Simberi.

The consolidation of ownership over the Tabar Islands Project is viewed as a major step forward towards the development of the oxide gold deposits located on Simberi Island.

The Agreement is subject to approvals by the boards of directors of Simberi and Allied and shareholders of Simberi.

This press release includes certain "Forward-Looking Statements" within the meaning of the US Private Securities Reform Act of 1995. Other than statements of historical fact, all statements are "Forward-Looking Statements" that involve such various known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". All dollar amounts are Canadian dollars unless otherwise noted.

The TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
 Inc. has neither approved nor disapproved the information herein contained.

Simberi Gold Corporation (TSX VENTURE:SAU)
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Nov 16, 2004
Words:462
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