BRAZILIAN GOLD SIGNS NON-BINDING LETTER OF INTENT FOR ACQUISITION OF NOT LESS THAN 50.95% OF BGC
Brazilian Gold Corp. (BGC) has signed an indicative, non-binding and conditional letter of intent (LOI) with Kingwell Group Ltd., pursuant to which Kingwell may make a general cash offer to the shareholders of BGC for not less than 50.95 per cent of the outstanding common shares of BGC at a price of 27 cents per share.
Kingwell is a company incorporated in the Cayman Islands and is 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. 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.
We seek Safe Harbor.