Brazilian Gold Signs Non-Binding Letter of Intent for Acquisition of Not Less Than 50.95% of BGC
31 May 2013 - 10:00AM
Business Wire
Brazilian Gold Corporation (TSXV: BGC) (“Brazilian Gold”
or “BGC”) is pleased to announce that it has signed an
indicative, non-binding and conditional letter of intent
(“LOI”) with Kingwell Group Limited (“Kingwell”)
pursuant to which Kingwell may make a general cash offer to the
shareholders of BGC for not less than 50.95% of the outstanding
common shares of BGC at a price of Cdn$0.27 per share (the
“Possible Acquisition”).
Kingwell is a company incorporated in the Cayman Islands and
whose shares are listed on the Main Board of The Stock Exchange of
Hong Kong Limited (“HKEX”) under stock code 1195.
BGC has granted Kingwell the exclusive right to negotiate with
BGC for the Possible Acquisition for a period of three weeks from
the execution of the LOI, provided that BGC may extend such three
week period to a later date (the “Exclusivity
Period”). During the Exclusivity Period, BGC has agreed not
to solicit nor entertain other proposals, conduct any discussions
or negotiations, nor enter into any agreement or arrangement with
any third party relating to any acquisition of BGC common
shares.
The LOI is subject to, among other things, a due diligence
review by Kingwell on BGC and its assets and the negotiation and
execution of a definitive agreement between BGC and Kingwell
containing customary terms, including representations and
warranties, as are standard in a transaction of this nature. In the
event that a definitive agreement is executed between the parties,
the closing of the Possible Acquisition will be subject to
additional conditions precedent including, but not limited to, HKEX
and Kingwell shareholder approval and other consents and
requirements as are required by the applicable governing laws.
BGC will issue further information about the Possible
Acquisition in the near future. However, there is no obligation on
the part of either BCG or Kingwell to consummate a transaction
relating to a Possible Acquisition or enter into a definitive
agreement.
No definitive agreement has been reached between BGC and
Kingwell and there can be no assurances that any transaction
relating to a Possible Acquisition or otherwise will result, or as
to the terms thereof.
About Brazilian Gold Corporation
BGC is a Canadian-based public company with a focus on the
acquisition, exploration and development of gold properties located
in northern Brazil. The Company has title to one of the largest
mineral exploration land packages (3,753 km2) in the Tapajós and
adjacent Alta Floresta gold provinces. The land package contains
green fields to more advance stage projects including the Company’s
flagship São Jorge project. Rapid improvements to regional
infrastructure continue to provide underlying support to Brazilian
Gold’s activities in northern Brazil.
For further information:
Brazilian Gold CorporationJohn (Ian) Stalker, CEO and
DirectorJoanne Yan, President and DirectorTel: +1 604 602-8188
Some statements in this news release contain forward-looking
information, including without limitation statements as to the
Possible Acquisition. These statements address future events and
conditions and, as such, involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the statements. Such factors include without limitation the
entering into of a definitive agreement between BGC and Kingwell
and the consummation of a Possible Acquisition.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or the
accuracy of this news release.
Brazilian Gold CorporationJohn (Ian) Stalker, +1 604-602-8188CEO
and DirectororJoanne Yan, +1 604-602-8188President and Director
Brazilian Gold Corporation (TSXV:BGC)
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