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To the Shareholders of Medinah Gold, Inc.:
American Sierra Gold Corp. (“ASGC”), its wholly owned subsidiary, American Sierra Gold Merger Corp. (“Merger Sub”) and Medinah Gold, Inc. (“Medinah”) have agreed to a combination of their companies by a merger and related transactions, which we refer to collectively as the “Merger,” pursuant to a definitive agreement and plan of merger dated as of August 13, 2012, which we refer to as the “Merger Agreement.” In the Merger, Medinah will merge with and into MergerSub and each holder of Medinah common stock issued and outstanding immediately prior to the effective time of the Merger will receive one share of ASGC common stock on a 1 for 1 basis (the “Merger Consideration”). Based on the number of shares of Medinah common stock outstanding on August 23, 2012, the record date for Medinah’s stockholder consent, ASGC expects to issue approximately 60,000,000 shares of ASGC common stock in connection with the Merger. Based on the closing price of $0.03 per ASGC listed share on the over the counter bulletin board (“OTCBB”) on August 23, 2012, the Merger Consideration has a total value of approximately $1,800,000 in ASGC common stock. The common stock of ASGC issued in the Merger will be listed on the OTCBB at the time of issuance under the symbol “AMNP.” Due to the fixed stock component of the Merger Consideration, the value of the Merger Consideration will fluctuate with changes in the market price of ASGC’s listed shares. We urge you to obtain current market quotations of ASGC’s listed shares.
After careful consideration, the board of directors of ASGC, MergerSub and Medinah has unanimously declared the Merger advisable and recommended that Medinah shareholders vote in favor of the Merger.
The affirmative vote of the holders of a majority of the outstanding Medinah listed shares entitled to vote is required for the approval of the Merger. The holders of 68% of the outstanding shares of Medinah voted in favor of the Merger via written consent as of August 23, 2012.
Medinah has scheduled a special informational meeting for its respective shareholders regarding this matter. The date, place and time of the meeting are as follows:
Meeting Date: Sunday, September 23, 2012
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.
This information statement for Medinah provides you with detailed information about the Merger and the informational meeting.
NEWS RELEASE: August 14, 2012
On August 13, 2012, American Sierra Gold Corp. (the "Company") entered into an Agreement and Plan of Merger (the "Agreement") with its wholly owned subsidiary, American Sierra Gold Merger Corp., a Nevada corporation, ("MergerSub") and Medinah Gold, Inc., a Nevada corporation ("Medinah"). Pursuant to the Agreement, Medinah will merge with and into MergerSub, each outstanding share of common stock, par value $0.001, of Medinah will be converted into the right to receive the one share of common stock of the Company, on a one-for-one basis and MergerSub will be the surviving corporation in the merger. Each share of common stock shall be duly authorized, validly issued fully paid and nonassessable. Upon conversion, each share of Medinah common stock shall be canceled, retired and cease to exist. The Company expects to issue approximately 54,000,000 shares of common stock to Medinah shareholders as part of the merger's consideration.
Medinah Gold, Inc., is a separate corporation from Medinah Minerials, Inc.
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