Kenai Resources Ltd. (TSX VENTURE:KAI) ("Kenai") announces that it has obtained
the required interim order from the BC Supreme Court to call a meeting of its
shareholders for purposes of seeking approval to the previously announced plan
of arrangement with Serabi Gold plc (TSX:SBI)(AIM:SRB) ("Serabi"). 


By news release dated May 6, 2013, Kenai and Serabi announced they had entered
into an agreement, subject to the approval of Kenai's shareholders and other
conditions precedent, whereby Serabi will acquire all the issued and outstanding
common shares of Kenai ("Kenai Shares") by way of a Plan of Arrangement ("the
Arrangement") by, among other things, issuing 0.85 of one new ordinary share of
Serabi (a "Serabi Share") in exchange for each Kenai Share held. 


Kenai has scheduled July 5, 2013 as the Meeting Date for shareholders to
consider the Arrangement. Notice of the meeting date and the record date of May
27, 2013 was previously filed on SEDAR on May 7, 2013. Copies of the Arrangement
Agreement and the Facilities Agreement were filed on SEDAR on May 9, 2013.
Mailout of Kenai's information circular in connection with the Arrangement and
the shareholders' meeting is scheduled for June 11, 2013.


The acquisition of Kenai shares under the Arrangement will result in Kenai
shareholders receiving an aggregate 90,020,723 Serabi Shares. The Arrangement
also provides for the issuance of replacement options to holders of 2,980,000
outstanding Kenai options as adjusted by the Exchange Ratio with expiry on
similar terms or 12 months from the date from which the holder is no longer
involved with Kenai or Serabi. The completion of the Arrangement remains subject
to usual terms and conditions, including the following:




a.  Approval of the Arrangement by special resolution of Kenai's
    shareholders requiring two-thirds of the votes cast to be in favour of
    the resolution; 
b.  Final Court approval of the Arrangement; 
c.  Receipt of any required third party approvals and consents; 
d.  Receipt of all required regulatory approvals, including acceptance by
    the TSX Venture Exchange; and 
e.  Admission of the new Serabi Shares to trading on AIM.



As previously announced, Serabi and Kenai entered into a secured loan agreement
(the "Loan Agreement") pursuant to which Serabi will make available a facility
of up to US$2,750,000 (the "Principal") to Kenai. To date, Kenai has borrowed an
aggregate of US$1,002,625 under the Loan Agreement, and has used the proceeds to
commence a 6,000 metre diamond drilling programme at the Sao Chico project, and
for general working capital purposes. 


About Kenai Resources Ltd.

Kenai is a Canadian company focused on precious mineral project exploration and
development, towards early significant gold production. Its principal current
activity is at the Sao Chico project in Brasil, with a corporate priority
towards the earliest possible cash flow generation from Sao Chico.


On behalf of the Board of Directors.

Greg Starr, President and CEO

Forward-Looking Statements: Statements in this news release that are
forward-looking statements are subject to various risks and uncertainties
concerning the specific factors disclosed and elsewhere in Kenai's periodic
filings with Canadian securities regulators. There is no assurance the plan of
arrangement will be completed on the terms described herein, or at all. Such
information contained herein represents management's best judgment as of the
date hereof based on information currently available. Kenai does not assume the
obligation to update any forward-looking statement.


Shares Outstanding: 105,906,734

FOR FURTHER INFORMATION PLEASE CONTACT: 
Kenai Resources Ltd.
604-669-5753
604-688-9895 (FAX)
info@kenairesources.com

Kenai Resources Ltd. (TSXV:KAI)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Kenai Resources Ltd. Charts.
Kenai Resources Ltd. (TSXV:KAI)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Kenai Resources Ltd. Charts.