Business
Solid Resources in business combination negotiations with Bearing Gold Resources
TSXV: SRW FRANKFURT: A0BLQQ EDMONTON, July 8 /CNW/ - Solid Resources Ltd. ("Solid" or the "Compan...
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[{"type":"text","content":"\n\n\n\nTSXV: SRW\n\n\nFRANKFURT: A0BLQQ\n\n\nEDMONTON, July 8 /CNW/ - Solid Resources Ltd. ("Solid" or the "Company")\nannounced today that it is in discussions and negotiations with Bearing Gold\nResources Corp. ("Bearing Gold"), a private, junior mineral resource company\nengaged in the exploration, evaluation and acquisition of mineral properties,\nrelating to the proposed combination of the companies' respective businesses\n(the "Transaction"). Bearing Gold's assets include an Option Agreement to have\nthe right to earn a 90% interest on two concessions in the Frontino area of\nColumbia, prospective for Gold, Silver and Copper. Also Bearing Gold has a\n100% working interest in three mineral claims in the North West Territories\napproximately 110 kilometers NE of Yellowknife, prospective for Silver, Lead\nand Zinc.\n\n\nOn May 5, 2008 a special committee of Independent Directors (the "Special\nCommittee") consisting of Gary Kissack, Derek Frost and Leonard Trump was\nstruck to investigate a potential Transaction with Bearing Gold. Although the\nparties have not finalized the terms and conditions of a non-binding Letter of\nIntent ("LOI") relating to the proposed Transaction, it is anticipated that\nthe material terms will provide as follows:\n\n\n a) Solid and Bearing Gold will investigate the combination of their\n respective businesses through a transaction (the "Transaction")\n involving: (i) the acquisition of all of the issued and\n outstanding shares of Bearing Gold, (ii) the acquisition of all\n of the assets and assumption of certain liabilities of Bearing\n Gold, or (iii) another transaction which will give effect to the\n intention of the parties. The completion of the Transaction is\n subject to the negotiation and execution of a definitive\n transaction agreement ("Definitive Agreement"), the approval of\n the TSX Venture Exchange, and other applicable regulatory bodies\n if required.\n\nb) The Bearing Gold Shareholders will receive an aggregate of up to\n 10,000,000 common shares of Solid Resources as consideration for\n all of the issued and outstanding shares of Bearing Gold at a\n price per share to be mutually agreed upon by the parties (the\n "Solid Consideration Shares"), subject to the applicable law and\n rules of t...