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.
ON BEHALF OF THE BOARD
Ralph Rushton, President & CEO
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.
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.