PMI Gold Corporation: PMI and Keegan Agree to Terminate Merger Plans

PMI Gold Corporation: PMI and Keegan Agree to Terminate Merger Plans 
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/18/13 -- PMI Gold
Corporation ("PMI") (TSX:PMV)(FRANKFURT:PN3N)(ASX:PVM) and Keegan
Resources Inc. ("Keegan") (TSX:KGN)(NYSE MKT:KGN) jointly announced
today that they have terminated the arrangement agreement (the
"Arrangement Agreement") they entered into on December 5, 2012 in
accordance with its terms. This decision comes as a result of the
mutual determination of PMI and Keegan that it is unlikely that PMI's
shareholders will approve the transactions contemplated by the
Arrangement Agreement. The termination of the Arrangement Agreement
is not on account of any differences arising between the respective
boards about valuation issues or on account of any new facts having
come to their attention. 
As a result of the mutual decision to terminate the Arrangement
Agreement, the special meeting of shareholders of PMI which was
scheduled for February 20, 2013, has been cancelled. The special
meeting of Keegan shareholders scheduled for February 19, 2013 will
proceed but only to consider the approval of a name change of Keegan
to "Asanko Gold Corp.", reflective of the region in Ghana where it
operates. PMI and Keegan have agreed that no termination fee will be
payable as a result of the mutual termination of the Arrangement
Agreement and the parties have released each other from all
obligations in respect of the Arrangement Agreement.  
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
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 regula
tory 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, 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
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). 
PMI Gold Corporation
Collin Ellison
Managing Director and CEO 
Fig House Communications
Rebecca Greco
1-416-822-6483 or 1-888-682-8089 
Read Corporate
Nicholas Read
61-8-9338 1474
Keegan Resources Inc.
Peter Breese
President and CEO
1-604-683-8193 or 1-800-863-8655 
Keegan Resources Inc.
John Eren
VP Investor Relations
1-604-683-8193 or 1-800-863-8655
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