American Sierra Gold Corp (AMNP)

[LJ Silver]

8K filed..... Just an FYI
LJ
http://www.sec.gov/Archives/edgar/data/1415432/000118518512002699/americansierra8k112912.htm

Termination of a Material Definitive Agreement.


On November 29, 2012, American Sierra Gold Corp. (the “Company”) and its wholly owned subsidiary American Sierra Gold Merger Corp., a Nevada Corporation, (“MergerSub”) terminated the Agreement and Plan of Merger entered into with Medinah Gold, Inc., a Nevada corporation, (“Medinah”) on August 13, 2012 (the “Merger Agreement”). As a result of the termination, the Company withdrew the registration statement on Form S-4, filed on October 31, 2012 with the Securities and Exchange Commission. The Company, MergerSub and Medinah mutually agreed to the Merger Agreement’s termination and there are no early termination penalties incurred by any of the parties for doing so.


Pursuant to the Agreement, Medinah would have merged with and into MergerSub, each outstanding share of common stock, par value $0.001, of Medinah would have been converted into the right to receive the one share of common stock of the Company, on a one-for-one basis and MergerSub would have been the surviving corporation in the merger. Each share of common stock issued would have been duly authorized, validly issued, fully paid and nonassessable. Upon conversion, each share of Medinah common stock would have been canceled, retired and cease to exist. Per the Merger Agreement, the Company expected to issue approximately 64,061,040 shares of common stock to Medinah shareholders as part of the merger’s consideration.


The Company now plans to offer an exchange of securities directly with Medinah shareholders on terms and conditions similar to those found in the Merger Agreement.