Serabi Gold plc (AIM:SRB) entered into an agreement to acquire Kenai Resources Ltd. (TSXV:KAI) from Eldorado Gold Corp. (TSX:ELD) and other shareholders for CAD 9.5 million in stock on May 3, 2013. Shareholders of Kenai will receive 0.85 of one new ordinary share of Serabi in exchange for each Kenai Share held. Serabi will also issue its 5.1 million shares to Gold Anomaly Limited for the Sao Chico project. All unexercised Kenai options and warrants held by investors ... shall be exchanged for replacement options and warrants. Kenai will not solicit for any superior proposal and will be liable to pay termination fees of CAD 0.5 million if it accepts any proposal. If Kenai receives a Superior Proposal prior to the approval of agreement by the Kenai shareholders, Kenai Board may terminate this Agreement in order to enter into a definitive agreement. Serabi will get 5 days to match the other party’s offer. Upon completion of the Transaction, Kenai shareholders will own approximately 20.8% of Serabi's enlarged issued share capital. Daniel Kunz, Chairman of Kenai will join the Serabi Board on closing of transaction. The transaction is subject to approval from Kenai's shareholders requiring two-thirds of the votes cast to be in favor of the resolution, Court approval, third party approvals all required regulatory approvals, including acceptance by the TSX Venture Exchange and admission of the new Serabi Shares to trading on AIM, Kenai Support Agreements, resignation of Kenai Directors and holders of no more than 5% of the outstanding Kenai Shares shall have exercised dissent rights. Kenai's Board of Directors has determined that the Arrangement is fair, and has unanimously recommended that Kenai's shareholders vote in favor of the Arrangement. Executive officers and directors of Kenai as well as shareholders representing approximately 27% of the outstanding Kenai Shares have entered into lock-up and support agreements with Serabi under which they have agreed to vote in favor of the Arrangement. James McVicar of Heenan Blaikie LLP acted as Canadian legal advisor and Farrer &Co. acted as UK legal advisor for Board of Directors of Serabi. Jeffrey Lightfoot of Owen Bird Law Corp. acted as Canadian legal advisor to Kenai. FFA Legal acted as Brazilian legal advisor to Serabi and Pinheiro Neto Advogados acted as Brazilian legal advisor to Kenai. Beaumont Cornish Limited acted as financial advisor for Serabi. On July 5, 2013 Serabi Gold will hold its shareholder meeting to consider the transaction.
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Eldorado Gold Corp. (TSX:ELD) filed a Notice of Intention and received approval from the Toronto Stock Exchange to commence a normal course issuer bid on April 17, 2013. Under the bid, the company will repurchase up to 3,496,372 common shares, representing approximately 0.49% of its issued and outstanding shares. The repurchases will be made at prevailing market prices through the facilities of the TSX. Pursuant to TSX policies, the daily repurchases will not exceed ... 532,723 shares representing 25% of the average daily trading volume subject to the certain prescribed exemptions. The bid is being conducted to acquire the shares for the purposes of the Restricted Share Unit Plan as established in 2011. The company has appointed Valiant Trust Company as the trustee for the purposes of arranging for the acquisition of the shares and to hold the shares in trust for the purposes of the Restricted Share Unit Plan as well as deal with other administration matters. Through the trustee, GMP Securities LP has been engaged to undertake purchases under the bid for the purposes of the RSU Plan. GMP is required to comply with the bid rules in respect of the purchases of shares as the trustee is considered to be a non-independent trustee by the TSX for the purposes of the bid rules. The repurchases will commence from April 22, 2013, and will end on April 21, 2014. As of April 16, 2013, the company had 714,988,288 shares issued and outstanding. GMP Securities LP acted as a broker to Eldorado.
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