PMI and Keegan Mail Joint Information Circular in Connection

PMI and Keegan Mail Joint Information Circular in Connection With
Special Meeting of Shareholders 
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/24/13 -- PMI Gold
Corporation ("PMI") (TSX:PMV)(FRANKFURT:PN3N)(ASX:PVM) and Keegan
Resources Inc. (TSX:KGN)(NYSE MKT:KGN) ("Keegan") announced today the
filing of the Joint Management Information Circular (the "Joint
Circular") with Canadian securities regulators, the Australian
Securities Exchange ("ASX"), and the U.S. Securities Exchange
Commission in connection with their respective special meetings of
Shareholders. On December 5, 2012, PMI and Keegan announced a merger
of equals between the two companies to be effected by means of a plan
of arrangement (the "Arrangement"), to create a leading West African
gold development company. Shareholders as of record on January 16,
2013 will receive notice of and be entitled to vote at the special
meeting of each company respectively. 
SPECIAL MEETING DETAILS 
A special meeting of the PMI Shareholders is scheduled to be held at
CWA House, 1174 Hay Street, West Perth, Western Australia at 8:30 am
(Perth time) on February 20, 2013 to consider the Arrangement. 
A special meeting of Keegan Shareholders is scheduled to be held at
Suite 1500 - Royal Centre,
 1055 West Georgia Street, Vancouver,
British Columbia at 4:30 pm (Vancouver time) on February 19, 2013 to
consider certain resolutions required to give effect to the
Arrangement. 
Your vote is important regardless of the number of shares you own.
PMI and Keegan encourage Shareholders to read the meeting materials
in detail. A copy of the Joint Circular is available on PMI's website
at www.pmigoldcorp.com and on Keegan's website at
www.keeganresources.com. It will also be available under the profile
of both companies on SEDAR at www.sedar.com as well as at the ASX
website at www.asx.com.au. 
YOUR VOTE IS IMPORTANT. VOTE TODAY. 
The board of directors of Keegan and PMI UNANIMOUSLY recommend that
Shareholders vote IN FAVOUR of the Arrangement. 
HOW TO VOTE 
Due to essence of time, Shareholders are encouraged to vote using the
internet, telephone or by fax. 
Registered Shareholders may vote in person at the meeting, by mail,
internet: www.investorvote.com, telephone: 1-866-732-8683 (toll free
in Canada and US)/312-588-4290 (international), or facsimile:
1-866-249-7775 (toll free in Canada and US)/416-263-9524
(International). 
Shareholders who hold PMI or Keegan shares through a bank or other
intermediary or Holders of PMI CDIs will have different voting
instructions and should carefully follow the voting instructions
provided to them. 
SHAREHOLDERS QUESTIONS 
Shareholders who have questions regarding the Arrangement or require
assistance with voting may contact the Proxy Solicitation Agents
below. 
Laurel Hill Advisory Group 
Toll free at 1-877-452-7184 (416-304-0211 collect outside Canada and
the US) or by email at assistance@laurelhill.com. 
For PMI Holders of ASX-listed CHESS Depositary Interests 
Orient Capital Pty Ltd. 
In Australia at 1-800-250-297 or outside of Australia by telephone at
+61 2 8280 7610. 
DETAILS OF THE ARRANGEMENT 
If approved by the PMI Shareholders and Keegan Shareholders (the
"Shareholders"), and subject to final court approval and the
satisfaction or waiver of the conditions to closing, it has jointly
been agreed that for the purposes of this transaction, Keegan will be
the surviving entity and will acquire all of the outstanding common
shares of PMI. The combined company will continue under the name
"Asanko Gold Inc." ("Asanko"), reflective of the West Ghana region in
which the two companies hold their principal gold projects. 
Management Team and Board of Directors of Asanko 


 
--  Peter Buck and Shawn Wallace, the respective Chairman of PMI and Keegan
    will become Co-Chairmen. 
--  Peter Breese, Keegan's Chief Executive Officer, and Collin Ellison,
    PMI's Managing Director and Chief Executive Officer, will respectively
    assume the offices of Chief Executive Officer and President of Asanko
    Gold. 
--  The board of directors of Asanko Gold will be comprised of three
    directors from each of PMI and Keegan with a seventh director to be
    appointed thereafter. Peter Buck, Ross Ashton and Dr. John A. Clarke
    from PMI and Shawn Wallace, Colin Steyn and Gordon Fretwell from Keegan.

 
Share Exchange Ratio 
Under terms of the Arrangement, each PMI Shareholder will receive
0.21 Asanko shares for each PMI share exchanged (the "Exchange
Ratio"). In addition, all outstanding options and warrants of PMI
that have not been duly exercised prior to the effective time of the
Arrangement (the "Effective Time") will be exchanged for options and
warrants, as the case may be, of Asanko that will entitle the holders
to receive, upon exercise thereof, Asanko shares based upon the
Exchange Ratio and otherwise on the same terms and conditions as were
applicable to such PMI options and warrants immediately before the
Effective Time. As Keegan is the surviving corporate entity, existing
Keegan security holders will not need to exchange their securities. 
Market Capitalization and Share Ownership 
The Arrangement will create a combined company with an aggregate
market capitalization expected to be around $700 million. Existing
Keegan and PMI Shareholders will each own approximately 50% of
Asanko, inclusive of currently in-the-money dilutive securities. 
Listing 
Asanko will be listed on the TSX, NYSE MKT and the ASX stock
exchanges (with the ASX listing being a condition of closing). 
BENEFITS TO PMI AND KEEGAN SHAREHOLDERS 
The key anticipated benefits of the Arrangement to PMI and Keegan
Shareholders is summarized below but not limited to the following: 


 
--  Asanko Gold is set to become the leading gold development company in
    West Africa with near term production expected from a unitized project
    comprised of two nearby gold deposits - the Obotan Gold Project and
    Esaase Gold Project; 
--  Asanko Gold will have an enlarged, more diverse resource base; 
--  Asanko Gold will be strongly capitalized with approximately $340 million
    in cash on hand and no debt outstanding; 
--  The Obotan Gold Project can proceed to construction quickly -
    approximately 200,000 ounces per year for more than 11 years; 
--  The development of the Esaase Gold Project can be funded from cash flow
    - additional 150,000 to 200,000 ounces per year; 
--  Asanko Gold will be run by an experienced mine development and
    operational executive and management team; 
--  Asanko Gold will have an enhanced capital markets presence - Asanko Gold
    is expected to appeal to a broader shareholder base, increase analyst
    following and have improved share liquidity; and, 
--  The Arrangement is expected to be tax neutral or deferred for
    substantially all participants. 

 
About PMI Gold Corporation 
PMI is an international gold company which is focused on developing a
substantial West African gold business spanning three emerging mining
centres in south-west Ghana, one of the world's most prolific gold
producing regions. PMI has a strong portfolio of assets in Ghana,
with a dominant 70km contiguous landholding in the Asankrangwa Gold
Belt with interests in 9 concessions which comprises the 100% owned
Obotan Gold Project and the 100% owned Asanko Regional Exploration
Project. PMI also holds 2 mining leases and 2 concessions within the
Ashanti Gold Belt which comprises the advanced exploration Kubi Gold
Project. The Obotan Gold Project (Measured Resources of 15.57Mt
grading 2.47g/t Au for 1.23Moz; Indicated Resources of 29.21Mt
grading 2.00g/t Au for 1.88Moz; and Inferred Resources of 21.91Mt
grading 1.99g/t Au for 1.40Moz, based on a 0.5g/t Au cut-off) is
expected to produce an average of 221,500 oz Au per year over the
first five years. Mineral Resources is based on a resource estimate
audited by Mr Peter Gleeson, who is a full time employee of SRK
Consulting. Mr Gleeson is a Member of the Australian Institute of
Geoscientists (MAIG) with sufficient experience relevant to the style
of mineralization and type of deposit under consideration and to the
activity undertaken to qualify as a Competent Person as defined in
the 2004 Edition of the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves' and as
defined in terms of NI43-101 standards for resource estimation of
gold. Mr Gleeson has more than 5 years' experience in the field of
Exploration Results and of resource estimation in general and
consents to the inclusion of matters based on information in the form
and context in which it appears. 
PMI trades on the TSX, the ASX and the Frankfurt Stock Exchange under
the symbols PMV, PVM and PN3N.F, respectively. 
Collin Ellison, Bsc Mining, MIMMM, C.Eng is the Qualified Person
within the definition of that term under NI 43-101, who has assumed
responsibility for the technical disclosure relating to PMI in this
release. 
The NI 43-101 compliant technical report outlining the Obotan Project
Mineral Resources and Reserve Estimate and the results of the
Feasibility Study on September 17, 2012 was prepared by GR
Engineering Services Limited, and co-authored by P. Gleeson, B.Sc.
(Hons), M.Sc, MAIGS, MGSA, J. Price, FAusIMM(CP), FGS, MIE(Aust.), R
Cheyne, BEng. (Mining), FAusIMM, CEng (IEI), and G. Neeling, BAppSc.
(Multidisciplinary) FAusIMM, each of whom is independent for the
purposes of NI 43-101. 
About Keegan Resources Inc. 
Keegan is a gold development company which has been focussing on near
term gold production at its high grade multi-million ounce Esaase
gold project in Ghana. Keegan offers investors the opportunity to
share ownership in the rapid exploration and development of high
quality pure gold assets. Keegan is focused on its wholly owned
flagship Esaase gold project (3.83 million
 ounces of gold in the
Measured and Indicated category with an average grade of 1.73 g/t Au
and 1.25 million ounces of gold in the Inferred category with an
average grade of 1.75 g/t Au, based on a 0.8 g/t Au cut-off) located
in Ghana, West Africa; a highly favourable and prospective
jurisdiction. Managed by highly skilled and successful technical and
financial professionals, Keegan is well financed with no debt. Keegan
is also strongly committed to the highest standards for environmental
management, social responsibility, and health and safety for its
employees and neighbouring communities. 
Keegan trades on the TSX and the NYSE MKT under the symbol KGN. 
Greg McCunn, P.Eng. of Keegan Resources is the Qualified Person under
NI 43-101 who has assumed responsibility for the technical disclosure
relating to Keegan in this release. 
Charles J. Muller, B.Sc. Geology (Hons), Pr.Sci.Nat., MGSSA, a
Director of Minxcon Pty Ltd. of Johannesburg, South Africa and an
independent Qualified Person under NI 43-101 is responsible for any
disclosure related to Keegan's Mineral Resources in this release. 
Cautionary Note Regarding Forward-Looking Statements and Information: 
This PMI and Keegan joint press release contains "forward-looking
information", as such term is defined in applicable Canadian
securities legislation and "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act
of 1995. Such statements concern PMI's and Keegan's future financial
or operating performance, the Merger, and other statements that
express management's expectations or estimates of future
developments, circumstances or results. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "expects", "believes", "anticipates", "budget",
"scheduled", "estimates", "forecasts", "intends", "plans" and
variations of such words and phrases, or by statements that certain
actions, events or results "may", "will", "could", "would" or
"might", "be taken", "occur" or "be achieved". Such forward-looking
information may include, without limitation, statements regarding the
completion and expected benefits of the proposed Merger and other
statements that are not historical facts. Forward-looking information
is based on a number of assumptions and estimates that, while
considered reasonable by management based on the business and markets
in which PMI and Keegan operate, are inherently subject to
significant operational, economic and competitive uncertainties and
contingencies. Assumptions upon which forward looking statements
relating to the Arrangement have been made include that PMI and
Keegan will be able to satisfy the conditions in the arrangement
agreement dated December 5, 2012 between PMI and Keegan, that ongoing
due diligence investigations of each party will not identify any
materially adverse facts or circumstances, that the required
approvals will be obtained from the shareholders of each of PMI and
Keegan, that all required third party, and that regulatory and
government approvals will be obtained. PMI and Keegan caution that
forward-looking information involves known and unknown risks,
uncertainties and other factors that may cause PMI's and Keegan's
actual results,
performance or achievements to be materially different from those
expressed or implied by such information, including, but not limited
to: gold price volatility; fluctuations in foreign exchange rates and
interest rates; between actual and estimated reserves and resources
or between actual and estimated metallurgical recoveries; costs of
production; capital expenditure requirements; the costs and timing of
construction and development of new deposits and expansion of
existing operations; the success of exploration and permitting
activities; parts, equipment, labor or power shortages or other
increases in costs; mining accidents, labour disputes or other
adverse events; and changes in applicable laws or regulations. In
addition, the factors described or referred to in the section
entitled "Risk Factors" in PMI's Annual Information Form for the year
ended June 30, 2012 or under the heading "Business Description - Risk
Factors" in Keegan's Annual Information Form for the financial year
ended March 31, 2012, both of which are available on the SEDAR
website at www.sedar.com, should be reviewed in conjunction with the
information found in this press release. Although PMI and Keegan have
attempted to identify important factors that could cause actual
results, performance or achievements to differ materially from those
contained in forward-looking information, there can be other factors
that cause results, performance or achievements not to be as
anticipated, estimated or intended. There can be no assurance that
such information will prove to be accurate or that management's
expectations or estimates of future developments, circumstances or
results will materialize. As a result of these risks and
uncertainties, the proposed Merger could be modified, restricted or
not completed, and the results or events predicted in these forward
looking statements may differ materially from actual results or
events. Accordingly, readers should not place undue reliance on
forward-looking information. The forward-looking information in this
press release is made as of the date of this press release, and PMI
and Keegan disclaim any intention or obligation to update or revise
such information, except as required by applicable law and neither
Keegan not PMI assume any liability for disclosure relating to the
other company herein. 
Cautionary Note to US Investors Regarding Mineral Reporting
Standards: 
PMI and Keegan prepare their disclosure in accordance with the
requirements of securities laws in effect in Canada, which differ
from the requirements of US securities laws. Terms relating to
mineral resources in this press release are defined in accordance
with National Instrument 43-101 - Standards of Disclosure for Mineral
Projects under 
the guidelines set out in the Canadian Institute of
Mining, Metallurgy, and Petroleum Standards on Mineral Resources and
Mineral Reserves. The Securities and Exchange Commission (the "SEC")
permits mining companies, in their filings with the SEC, to disclose
only those mineral deposits that a company can economically and
legally extract or produce. PMI and Keegan use certain terms, such
as, "measured mineral resources", "indicated mineral resources",
"inferred mineral resources" and "probable mineral reserves", that
the SEC does not recognize (these terms may be used in this press
release and are included in the public filings of each of PMI and
Keegan which have been filed with securities commissions or similar
authorities in Canada).
Contacts:
PMI
Collin Ellison, Managing Director and CEO
Rebecca Greco, Fig House Communications
1-416-822-6483 or 1-888-682-8089 
PMI
Nicholas Read, Read Corporate
61-8-9388 1474 
PMI
info@pmigoldcorp.com
www.pmigoldcorp.com 
Keegan
Peter Breese, President and CEO
John Eren, VP Investor Relations
1-604-683-8193 or 1-800-863-8655 
Keegan
info@keeganresources.com
www.keeganresources.com
 
 
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