San Gold Corporation (SGRCF)

[goldenpolarbear]

"...Creating the Next North American Mid-Tier Gold Producer
On July 21, 2014 in a joint press release, San Gold and Kerr Mines announced that they had entered into a non-binding letter of intent pursuant to which the two companies have agreed to merge their respective businesses. On August 19, 2014, the companies announced that they had entered into a definitive agreement (the "Arrangement Agreement") to merge. Under the terms of the Arrangement Agreement between San Gold and Kerr Mines, each Kerr Mines shareholder will be entitled to an exchange ratio of three (3) common shares of San Gold for every one (1) common share of Kerr Mines held by such Kerr Mines shareholder. The Board of Directors of both companies have each been provided with separate fairness opinions. Currently, San Gold and Kerr Mines have approximately 373 million and 95 million shares outstanding, respectively. Closing share prices on Monday, August 18, 2014, were $0.125 for San Gold Shares and $0.345 for Kerr Mines Shares. In addition, each holder of outstanding stock options and common share purchase warrants of Kerr Mines will receive such number of replacement options or warrants of San Gold based upon the Exchange Ratio. A break fee of $1,000,000 is payable by either San Gold or Kerr Mines in the event that either party proceeds with an alternative transaction during a specified period while the parties pursue completion of the Transaction. The Transaction remains subject to certain conditions including, without limitation: (a) receipt of shareholder approval of the Transaction by the shareholders of San Gold and Kerr Mines; and (b) receipt of all necessary consents, waivers, permits, exemptions, orders and approvals, including court approval of the plan of arrangement and the approval of the Toronto Stock Exchange (the "TSX")...."

http://www.sangold.ca/s/Investors.asp