Gammon Gold and Capital Gold Sign Definitive Merger AgreementMerger Agreement • October 7th, 2010 • Capital Gold Corp • Gold and silver ores
October 1, 2010 – Toronto, ON and New York, New York – Gammon Gold Inc. (“Gammon Gold”) (NYSE: GRS, TSX: GAM) and Capital Gold Corporation (“Capital Gold”) (TSX and NYSE AMEX: CGC) have entered into a definitive merger agreement pursuant to which Gammon Gold will offer to acquire all of the issued and outstanding common shares of Capital Gold in a cash and share transaction (the “Acquisition”). The total consideration for the purchase of 100% of the fully diluted in-the-money shares of Capital Gold is approximately US$288 million or US$4.57 per Capital Gold share based on Gammon Gold’s closing price on September 24, 2010 on the NYSE.
AGREEMENT AND PLAN OF MERGER by and among GAMMON GOLD INC., CAPITAL GOLD ACQUIRECO, INC. and CAPITAL GOLD CORPORATIONMerger Agreement • October 7th, 2010 • Capital Gold Corp • Gold and silver ores • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 1, 2010 (this “Agreement”), is entered into by and among Gammon Gold Inc., a corporation incorporated under Part 1A of the Companies Act (Quebec) (“Parent”), Capital Gold AcquireCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“MergerCo”), and Capital Gold Corporation, a Delaware corporation (“Company”).
