Emerick provides update on proposed acquisition of Western European
properties
VANCOUVER,
Nov. 6, 2012 /CNW/ - Emerick
Resources Corp. (TSX-V: ERC) is pleased to announce that it has
signed a binding Share Purchase Agreement to acquire all of the
outstanding shares of Medgold Resource Ltd. ("Medgold"), a
private company incorporated in England and Wales focused on the exploration and
development of precious and base metals in Western Europe. (See Emerick news release of May 8, 2012.)
To acquire Medgold, the Company will issue
32,287,500 shares in its capital stock to Medgold's shareholders in
proportion to their respective shareholdings in Medgold.
Emerick's resulting issued capital will be 52,416,078 shares, of
which Medgold's shareholders will own 61.6%. All outstanding
options in Emerick and Medgold will be cancelled.
Based on the terms of the transaction, Emerick
has applied to the TSX Venture Exchange (the "Exchange") to have
its listing graduated from the NEX board to Tier 2 of the Exchange
as a resource issuer. Upon completion of the transaction,
Emerick will change its name to "Medgold Resources Corp.".
The Exchange has conditionally approved the
transaction, subject to approval by Emerick's shareholders and
final approval by the Exchange. An Annual and Special Meeting
of the Shareholders of Emerick will be held on Friday, November 30, 2012 at which approval to
the transaction will be sought, and the Management Proxy Circular
describing the transaction is available for viewing on
www.sedar.com.
Haywood Securities Inc., subject to completion
of satisfactory due diligence, has agreed to act as sponsor to
Emerick in connection with the transaction. An agreement to
sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion.
ON BEHALF OF THE BOARD
"Ralph Rushton"
Ralph Rushton, President &
CEO
Symbol: TSXV-ERC.H
Shares Issued: 20.1-million
Neither the TSX Venture Exchange nor the
Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy
or accuracy of this release.
Forward-Looking Statement
This news release includes certain
"forward-looking information" within the meaning of Canadian
securities legislation. Forward-looking statements include
predictions, projections and forecasts and are often, but not
always, identified by the use of words such as "seek",
"anticipate", "believe", "plan", "estimate", "forecast", "expect",
"potential", "project", "target", "schedule", budget" and "intend"
and statements that an event or result "may", "will", "should",
"could" or "might" occur or be achieved and other similar
expressions and includes the negatives thereof. All
statements other than statements of historical fact included in
this release, including, without limitation, statements regarding
the expected benefits of the transaction, the completion of the
transaction, the receipt of any regulatory approvals for the
transaction and the potential of the properties are
forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Forward-looking statements are based on a number of material
factors and assumptions. Important factors that could cause
actual results to differ materially from Emerick's expectations
include actual exploration results, changes in project parameters
as plans continue to be refined, future metal prices, availability
of capital and financing on acceptable terms, general economic,
market or business conditions, uninsured risks, regulatory changes,
delays or inability to receive required approvals, and other
exploration or other risks detailed herein and from time to time in
the filings made by Emerick with securities regulators.
Although Emerick has attempted to identify important factors that
could cause actual actions, events or results to differ from those
described in forward-looking statements, there may be other factors
that cause such actions, events or results to differ materially
from those anticipated. There can be no assurance that
forward-looking statements will prove to be accurate and
accordingly readers are cautioned not to place undue reliance on
forward-looking statements.
SOURCE Emerick Resources Corp.