Kingwell Group Limited Signs Non-Binding Letter Of Intent For Acquisition Of Not Less Than 50.95% Of Brazilian Gold Corp

Thursday, 30 May 2013 08:03pm EDT 

Brazilian Gold Corp (BGC) announced that it has signed an indicative, non-binding and conditional letter of intent (LOI) with Kingwell Group Ltd (Kingwell) pursuant to which Kingwell may make a general cash offer to the shareholders of BGC for not less than 50.95% of the outstanding common shares of BGC at a price of CAD0.27 per share (the Possible Acquisition). 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 (the ExclusivityPeriod). 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. 

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