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Solid signs letter of intent with Bearing Gold Resources and enters into financial advisory services agreement

TSXV: SRW FRANKFURT: A0BLQQ EDMONTON, July 22 /CNW/ - Further to a news release of July 8, 2008, ...

articleRegenx Tech CorpJuly 22, 20083/company/regenx-tech-corp/news/solid-signs-letter-of-intent-with-bearing-gold-resources-and-enters-into-financial-advisory-services-agreement
Solid signs letter of intent with Bearing Gold Resources and enters into financial advisory services agreement

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[{"type":"text","content":"\n\n\n\nTSXV: SRW\n\n\nFRANKFURT: A0BLQQ\n\n\nEDMONTON, July 22 /CNW/ - Further to a news release of July 8, 2008,\nSolid Resources Ltd. ("Solid" or the "Company") announced today that it has\nentered into a non-binding Letter of Intent ("LOI") 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. The resulting\nLOI provides that:\n\n\na) 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 outstanding\n shares of Bearing Gold, (ii) the acquisition of all of the assets and\n assumption of certain liabilities of Bearing Gold, or (iii) another\n transaction which will give effect to the intention of the parties.\n The completion of the Transaction is subject to the negotiation and\n execution of a definitive transaction agreement ("Definitive\n Agreement"), the approval of the TSX Venture Exchange, and other\n applicable regulatory bodies 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 all\n of the issued and outstanding shares of Bearing Gold at a price per\n share to be mutually agreed upon by the parties (the "Solid\n Consideration Shares"), subject to the applicable law and rules of\n the TSX Venture Exchange. Solid anticipates that the Solid\n Consideration Shares will be subject to certain private es...

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