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GSM Gold Summit Corp.

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Share Name Share Symbol Market Type
Gold Summit Corp. TSXV:GSM TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Crown Minerals and Gold Summit Announce Finalization of Arrangement Agreement

14/07/2010 10:40pm

Marketwired Canada


Crown Minerals Inc. ("Crown") (TSX VENTURE:CWM) and Gold Summit Corporation
("Gold Summit") (TSX VENTURE:GSM) are pleased to announce today the finalization
and delivery of a binding arrangement agreement to merge the two companies as
previously announced on April 15, 2010. 


Under the terms of the transaction, structured as a Plan of Arrangement (the
"Arrangement"), Crown and Gold Summit will amalgamate to form "Amalco". Each one
(1) Gold Summit share will be exchanged for one and sixty-five hundredths (1.65)
Amalco shares and each one (1) Crown share will be exchanged for one (1) Amalco
share. Based on the current 15,374,218 issued and outstanding common shares of
Gold Summit (on a non-diluted basis) and the current 37,841,632 issued and
outstanding common shares of Crown (on a non-diluted basis), the number of
Amalco common shares following completion of the Arrangement is expected to be
63,209,091. Current Crown shareholders will own 59.87% of Amalco (on a
non-diluted basis) and current Gold Summit shareholders will own 40.13% of
Amalco (on a non-diluted basis).


Each of Crown's and Gold Summit's board of directors have reviewed the terms of
the Arrangement Agreement, including their companies' respective share exchange
ratios, and unanimously determined that the Arrangement is in the best interests
of their respective companies. Accordingly, both Crown's and Gold Summit's
boards of directors unanimously recommend that Crown and Gold Summit
shareholders vote in favor of the Arrangement.


Completion of the Arrangement is subject to, among other things, receipt of
approval from Crown's and Gold Summit's shareholders, receipt of an interim
order and a final order of the Ontario Superior Court of Justice approving the
Arrangement and receipt of all regulatory approvals.


Crown and Gold Summit are preparing a joint information circular describing the
Arrangement to be distributed to shareholders of Crown and Gold Summit. Annual
and special meetings of each of Crown and Gold Summit (the "Meetings"), at which
the Arrangement will be submitted for approval to the shareholders, are expected
to be held in late August 2010. If approved, the Arrangement is expected to
close shortly thereafter. 


There can be no assurance that the Arrangement will be completed as proposed or
at all. Readers are cautioned that, except as disclosed in the joint information
circular of Crown and Gold Summit to be prepared in connection with the
Meetings, any information released or received with respect to the Arrangement
may not be accurate or complete and should not be relied upon.


Forward-looking Statements

This news release contains certain forward-looking information as defined in
applicable securities laws (referred to herein as "forward-looking statements").
Often, but not always, forward-looking statements can be identified by the use
of words such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "continues", "forecasts", "projects", "predicts", "intends",
"anticipates" or "believes", or variations of, or the negatives of, such words
and phrases, or statements that certain actions, events or results "may",
"could", "would", "should", "might" or "will" be taken, occur or be achieved.
Specifically, this press release includes forward-looking statements regarding
the intended business combination of Gold Summit and Crown. These
forward-looking statements reflect the current internal projections,
expectations or beliefs of Gold Summit and Crown, based on information currently
available to them. Forward-looking statements are subject to a number of risks
and uncertainties, including those detailed from time to time in filings made by
Gold Summit and Crown with securities regulatory authorities, that may cause
actual outcomes to differ materially from those discussed in the forward-looking
statements. The completion of the proposed business combination is subject to a
number of risks, including, without limitation, the shareholders of Gold Summit
and Crown not approving the transaction or required regulatory or court
approvals not being obtained. Even if the business combination is completed,
which cannot be guaranteed, anticipated synergies and efficiencies or other
intended benefits of the transaction may not be realized, and the prospects of
the combined entity will remain subject to all the general risks associated with
mineral exploration and public securities markets.


This news release includes certain "forward looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995.
Without limitation, statements regarding potential mineralization and resources
and reserves, exploration results, and future plans and objectives of the
Company are forward looking statements that involve various degrees of risk. The
following are important factors that could cause the Company's actual results to
differ materially from those expressed or implied by such forward looking
statements: changes in the world wide price of mineral commodities, general
market conditions, risks inherent in mineral exploration, risks associated with
development, construction and mining operations, the uncertainty of future
profitability and the uncertainty of access to additional capital.


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