VANCOUVER, Nov. 6, 2012 /PRNewswire/ - 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.
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