Scepter Holdings Inc. (BRZL)

[bayarea]

just found this on another site, do your own DD of course

check it out and verifiy

http://www.bullalerts.highpowersites.com/page/page/8261814.htm



Brazos Intl Exploration Lands Major Deal


Brazos Intl Exploration (BRZL) Announces today that as of 8:30 p.m. on August 19, 2011("Effective Time"), that they have completed the merger of the company with Midway Gold Corp. pursuant to the Agreement and Plan of Merger, dated as of July 11, 2011 (the "Merger Agreement"). The merger will be announced publicly August 25, 2011 via PR. Ther Merger Agreement provided for the merger (the "Merger") of Midway Gold Corp. (the "Merger Sub") with and into the Company, with the Company being the surviving entity (collectively, the "Parent Group"). Each member of the Parent Group and Merger Sub are affiliates of the company. Beneficial owner 91.76% of the combined voting power of the company's outstanding shares of capital stock consisting of his beneficial ownership of the outstanding shares of the company's common stock, par value $0.01 (the "Company Common Stock") and 100% of the outstanding shares of the Class B and Class C preferred stock. In addition to the merger, Midway Gold Corp. is setting a 1 year target price on its price per share at $5.56 USD and sets expectations extremely high for Brazos Intl Exploration (BRZL) as well.

As a result of the merger, the Company has become a privately held company; the Company Common Stock has ceased trading on the Over the Counter Bulletin Board ("OTCBB") and will no longer be listed on the OTCBB or Pink Sheets. Each share of Company Common Stock issued and outstanding immediately prior the the Effective Time (other than (i) shares owned by the Parent Group or held in treasury, and (ii) shares in repsect of which appraisal rights have been properly exercised under Delaware law) has been cancelled and autoatically converted into the right to receive $1.40 in cash without interest plus a non-transferable, uncertified contract right to receive pro rata share of certain proceeds receieved by Parent Group or its affiliates in certain circumstances if Parent Group or its affiliates should sell or agree to sell the assets of the year to date of execution of the Merger Agreement and such sale is consummated (the "Merger Consideration")

Stockholders will receieve additonal funding from Goldman Sachs who will fund a total of $58,000,000 USD over a period of three years. Brazos will get 78% of the funding money that will go toward mining projects and mining exploration. CEO thinks (BRZL) should be over a dollar in before the year 2012. Those who hold stock certificates will receive instructions and a letter of transmittal from American Stock Transfer and Trust Company, LLC, the paying agent, concerning how and where to forward their certificates for payment. For shares held in "street name" by a broker, bank or other nominee, shareholders will not need to take any action to have shares converted into cash, as this will be done by the broker, bank or other nominee. In addition, holders of options issued under the 2002 Stock Incentive Plan had the right to exercise their options up to the Effective Time. As the Company had no options outstanding with an exercise price below $4.80, the Company did not expect any options to be exercised. All unexercised options expired at the Effective Time. GoldmG

Cautionary Language Concerning Forward-Looking Statements The statements contained in this release that are not historical facts are "foward-looking statements" (as such term is defined in the Private Securites Litigation Reform Act of 1995) that involve risks and uncertainties. These statements include those describing our expectations regarding the Merger, delisting of Company Common Stock, receipt of instructions and procedures for recepit of Merger Consideration. Management cautions the reader that both known and unknown risks and uncertainties, and actual results, performance, and/or achievements expressed or implied by these forward-looking statements as a result of a number of factors. Other factors to consider also include the risk factors described from time to time in the reports filed by Brazos. with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2010 and its quarterly reports on Form 10-Q. Brazos Inc. undertakes no obligation to update any forward-looking statements, except as otherwise required by law.

About Midway Gold Corp. is the number one junior mining company in the (WORLD) and has advancements in mining expertise. About Midway Gold Corp.
Midway Gold Corp. is a precious metals company with a vision to design, build, and operate mines in a manner accountable to all stakeholders while producing an acceptable return to its shareholders. Midway controls over 65 square miles of mineral rights in the western United States, including four advanced exploration projects: Spring Valley, Pan, Golden Eagle, and Midway, as well as two early stage exploration targets: Gold Rock and Burnt Canyon.

For more information visit http://www.midwaygold.com/s/Home.asp