2013-01-08 17:54:17 -

Toronto, Ontario CANADA, January 08, 2013 /FSC/ - Panda Capital Inc. (NEX: PDA.H)(the "Corporation") is pleased is pleased to report that its Qualifying Transaction target, 2328438 Ontario Inc. d.b.a. Aurigin Resources ("Aurigin"), has entered into three strategic agreements with a wholly-owned subsidiary of Gold Fields Limited ("Gold Fields"), with respect to the exploration and development of its Menghe-Dul, Ethiopia Project (the "Western Ethiopia Project") and Kibremengist, Girja, Haranfama and Genale-Korcha, Ethiopia Project (the "Southern Ethiopia Project") and a related equity investment by Gold Fields in the public company (the "Resulting Issuer"), expected to be named Aurigin Resources Inc., resulting from the proposed amalgamation between 2328438 Ontario Inc., Aurigin Resources Limited, Benzu Gold Limited and the Corporation.

Option and Shareholders' Agreement

- Western Ethiopia Project

Aurigin and Gold Fields entered into an Option and Shareholders' Agreement, pursuant to which Gold Fields has the option to earn up to a 75% equity interest in Ethiopian Gold Exploration Limited ("EGEL"), Aurigin's wholly-owned subsidiary through which it indirectly holds its interest in the Western Ethiopia Project, by incurring an aggregate of US$17 million of work expenditures on the Western Ethiopia Project by certain specified dates following the date of the agreement, as follows:

Earn-in Equity Required Period from
Interest Expenditure Date of Agreement
51% US$4 million 18 months
10% US$2 million 30 months
9% US$4 million 42 months
5% US$7 million 60 months
Total: 75% US$17 million

Option and Shareholders' Agreement - Southern Ethiopia Project

Aurigin and Gold Fields also entered into an Option and Shareholders' Agreement, pursuant to which Gold Fields has the option to earn up to a 70% equity interest in Ogendo Gold Limited ("Ogendo"), Aurigin's wholly-owned subsidiary through which it indirectly holds its interest in the Southern Ethiopia Project, by incurring an aggregate of US$4.2 million of work expenditures on the Southern Ethiopia Project by certain specified dates following the date of the agreement, as follows:

Earn-in Equity Required Period from
Interest Expenditure Date of Agreement
51% US$1 million 18 months
10% US$1.2 million 30 months
9% US$2 million 54 months
Total: 70% US$4.2 million

Upon Gold Fields acquiring the full equity interest in EGEL (75%) and/or Ogendo (70%), or acquiring an equity interest of not less than 51% and surrendering its right to acquire any further equity interest on the termination of any unexercised option, the parties will jointly fund the further development of the Western Ethiopia Project and Southern Ethiopia Project, as applicable, pro rata in accordance with their respective equity interests in EGEL and Ogendo, as applicable.

The board of directors of EGEL and Ogendo (the "Boards") will be comprised of four directors, to which each of Aurigin and Gold Fields will appoint two directors. The Chairman of each Board will be appointed by Gold Fields and will have a casting vote. A technical committee comprised of four members, to which each of Aurigin and Gold Fields will appoint two members, will provide technical advice to the Boards and prepare the work programs and budgets for the projects, to be approved by the Boards.

Participation Agreement

In connection with the Option and Shareholders' Agreements, Aurigin and Gold Fields also entered into a Participation Agreement pursuant to which Gold Fields agrees to purchase securities offered in connection with any public offering ("Going Public Transaction") by the Resulting Issuer during the six month period from the date of the agreement, at the offering price ("Offering Price") for such securities and for an aggregate purchase price equal to the lesser of: i) C$1,800,000 or ii) an amount equivalent to 9.9% of the total market value of the Resulting Issuer.

At the same time the Going Public Transaction is completed (the "Completion Time"), the Resulting Issuer will also deliver to Gold Fields, for no additional consideration, such number of share purchase warrants of the resulting issuer which, if exercised in full at the Completion Time, would result in Gold Fields holding 15% of the total issued and outstanding common shares of the Resulting Issuer, calculated on a fully diluted basis. Each such warrant will entitle the holder to purchase one common share of the Resulting Issuer at an exercise price equal to: (i) as to one third of the warrants, 125% of the Offering Price for a period of 18 months from the Completion Time; (ii) as to one third of the warrants, 150% of the Offering Price for a period of 24 months from the Completion Time; and (iii) as to one third of the warrants, 200% of the Offering Price for a period of 36 months from the Completion Time.

In addition, under the Participation Agreement, Gold Fields has the right to purchase its pro rata share of additional securities issued by the Resulting Issuer in future financings of the Resulting Issuer, allowing Gold Fields to maintain the same percentage ownership of the Resulting Issuer as it held prior to it issuing additional securities.

Aurigin CEO Ben Smit commented; "I would like to extend my congratulations to the Aurigin team whose committed and diligent work has made this transaction possible. I would like to further welcome Gold Fields as our partners to the projects and offer my gratitude to the Gold Fields team for their dedication and professionalism during the process of finalizing this agreement. This collaboration will allow us to become a significant part of the resurgence in the gold production industry and add significant shareholder value, while and, at the same time, allow us to continue to focus on developing our other existing projects and consider other growth opportunities."

About Aurigin Resources

Aurigin Resources is a mineral exploration company focused on the exploration and development of gold mineral resource properties in Ethiopia and in the Handeni district of Tanzania. Aurigin operates two exploration projects in Ethiopia known as (i) the Menghe-Dul, Ethiopia Project, consisting of three non-contiguous blocks totaling 954.3585 square kilometers located within the Benishangul Gumuz National Regional State region of Western Ethiopia near the border of Sudan, and (ii) the Kibremengist, Girja, Haranfama and Genale-Korcha, Ethiopia Project , consisting of two contiguous exploration licenses totaling 1810 square kilometers, straddling the SNNPR and Oromiya National Regional States regions of Southern Ethiopia. In addition, Aurigin is also focused on exploring and developing its Negero Project and Kwadijava Project, which are located on two contiguous tenements totaling approximately 400 km2 in the Handeni gold region of Tanzania.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

For more information, please contact:

Panda Capital Inc.
Robert Munro, CFO
t: +1 (888) 448-4946
e: contact@tccg.ca


Aurigin Resources
Ben Smit, CEO
t: +1 (416) 775-1001
e: bens@benzuresources.com

OR

Susan Murphy,IR
t: +1 (416) 775-1001
e: susanm@benzuresources.com


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