National Gold (NGT)

[marcos]

' Alamos and National reach letter agreement for marriage

National Gold Corp
NGT
Shares issued 26,903,816
Oct 25 2002 close $ 0.30
Monday October 28 2002
News Release
See Alamos Minerals Ltd (AAS) News Release
Mr. Chester Millar of Alamos Minerals reports
ALAMOS, NATIONAL GOLD REACH AGREEMENT TO MERGER

Alamos Minerals and National Gold have entered into a letter agreement to merge the two companies by way of a statutory plan of arrangement to create a new company, Alamos Gold Corp. Alamos and National each plan to set a date for meeting of their respective shareholders within the next 30 days.

The merger will combine the party's respective interests to create efficiencies and a more effective approach to advancing the development of the large Mulatos gold deposit in Sonora, Mexico. The merger will yield benefits to the shareholders of the new company by providing a greater asset base and capitalization, facilitating access to capital markets, reducing overhead, eliminating duplication of administrative expenses, and creating a broader trading market with the potential for greater liquidity.

The board of directors of Alamos Gold will consist of five members, three from Alamos and two from National. Nominated to the new board will be Chester Millar, John McCluskey and Steve Stine as nominees of Alamos, and James McDonald and Richard Hughes will be the nominees of National. The senior officers of Alamos Gold will be Chester Millar, chairman and president, John McCluskey, vice-president and chief executive officer, and Steve Stine, vice-president and chief operating officer.

Under the terms of the letter agreement, shareholders of Alamos will receive one common share of Alamos Gold for every two common shares of Alamos held and shareholders of National will receive one common share of Alamos Gold for every 2.352 common shares of National held. The parties have engaged Robert McKnight, an independent valuator, to provide a fairness opinion. All valid rights to acquire common shares of Alamos or National will be replaced by comparable convertible securities of Alamos Gold on an adjusted basis.

The completion of the merger will be subject to the certain conditions including: completion of due diligence reviews before Nov. 22, 2002; acceptance of the merger by the requisite legal and regulatory bodies having jurisdiction; completion of the fairness opinion; and receipt of shareholder approval.

It is expected that the merger will be completed before March 15, 2003.

(c) Copyright 2002 Canjex Publishing Ltd. http://www.stockwatch.com '

... just catching up on news, for the record ... a five-to-six share exchange ratio, ngt-to-aas, it could have been worse for ngters ... McDonald and Hughes are both good men, they'll be able to work with CM, i like these developments very much and have added shares last week and this week ... lots more detail on this from russ and jackjc on the SI thread - http://www.siliconinvestor.com/stocktalk/subject.gsp?subjectid=51681