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Gold/Mining/Energy : Gold and Silver Juniors, Mid-tiers and Producers

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From: loantech1/17/2007 9:41:51 AM
   of 78419
 
American Gold, Chesapeake receive approval to merge

American Gold Capital Corp (C:AAU)
Shares Issued 30,855,525
Last Close 1/16/2007 $2.00
Wednesday January 17 2007 - News Release

Also Chesapeake Gold Corp (C:CKG) News Release

Mr. Chris Falck of American Gold Capital reports

AMERICAN GOLD AND CHESAPEAKE GOLD ANNOUNCE AMERICAN GOLD SHAREHOLDER APPROVAL OF BUSINESS COMBINATION

American Gold Capital Corp. and Chesapeake Gold Corp.'s previously announced proposed statutory plan of arrangement involving American Gold and Chesapeake has been approved by American Gold shareholders.

At the extraordinary general meeting of shareholders held on Jan. 16, 2007, approximately 62 per cent of the shareholders of American Gold voted unanimously (100 per cent in favour) to approve the arrangement.

At the shareholders meeting, the shareholders also approved the deregistration of American Gold in the Cayman Islands and transfer by way of continuation of American Gold into British Columbia under the Business Corporations Act (British Columbia) (the BCBCA), which has now become effective.

The closing of the transaction remains subject to approval of the Supreme Court of British Columbia, as well as satisfaction or waiver of other conditions of the arrangement, including approval by the TSX Venture Exchange. Application for final court approval is scheduled to be heard by the Supreme Court on Jan. 18, 2007. If court approval is obtained and the other conditions to closing are satisfied or waived, the transaction is expected to close prior to the end of January, 2007.

As previously announced, under the arrangement, Chesapeake will issue for every outstanding share of American Gold: (i) 0.29 Chesapeake common share, (ii) 0.145 Chesapeake common share purchase warrant; and (iii) 0.029 Chesapeake Class A, Series 1 restricted voting share. A detailed description of the proposed transaction, including the securities of Chesapeake proposed to be issued, is set out in the information circular of American Gold dated Dec. 15, 2006, which was sent by American Gold to its shareholders and filed on SEDAR.

© 2007 Canjex Publishing Ltd.
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