San Gold Corporation (SGRCF)

[goldenpolarbear]

"...NOTICE of a special meeting for SHAREHOLDERS
to be held on November 6, 2014
and
JOINT INFORMATION CIRCULAR with respect to a
PLAN OF ARRANGEMENT involving
SAN GOLD CORPORATION and
KERR MINES INC.
and
8982805 CANADA LTD.
October 6, 2014..."

http://www.sangold.ca/i/pdf/2014_SGR_KER_circular.pdf

"...LETTER TO SHAREHOLDERS OF KERR MINES INC.

To: Holders of Common Shares of Kerr Mines Inc.

You are invited to attend a special meeting (the "Kerr Mines Meeting") of holders ("Kerr Mines Shareholders") of common shares ("Kerr Mines Shares") of Kerr Mines Inc. ("Kerr Mines") to be held at the offices of Wildeboer Dellelce LLP, 365 Bay Street, Suite 800, Toronto, Ontario, on November 6, 2014 at 11:00 a.m. (Toronto time) for the purposes set forth in the accompanying Notice of Special Meeting of Kerr Mines Shareholders.

At the Kerr Mines Meeting, Kerr Mines Shareholders will be asked to consider, and if thought fit, approve a proposed arrangement (the "Arrangement") under the provisions of the Canada Business Corporations Act involving Kerr Mines, the Kerr Mines Shareholders, San Gold Corporation ("San Gold") and 8982805 Canada Ltd. (“San Gold Subco”), a wholly-owned subsidiary of San Gold, to be implemented pursuant to an arrangement agreement dated as of August 19, 2014 between Kerr Mines, San Gold and San Gold Subco, as amended ("Arrangement Agreement").

Pursuant to the Arrangement, San Gold will acquire all of the issued and outstanding Kerr Mines Shares in exchange for common shares of San Gold ("San Gold Shares"). The Kerr Mines Shareholders will receive, for each Kerr Mines Share held on the effective date of the Arrangement, three (3) San Gold Shares, subject to rounding for fractional shares (the “Exchange Ratio”). In addition, the outstanding options to purchase Kerr Mines Shares will be deemed to be exchanged for options to purchase San Gold Shares (each, a “San Gold Replacement Option”), with appropriate adjustments to reflect the Exchange Ratio. Likewise, the outstanding warrants to purchase Kerr Mines Shares will be deemed to be exchanged for warrants to purchase San Gold Shares (each, a “San Gold Replacement Warrant”), with appropriate adjustments to reflect the Exchange Ratio...."