Kirkland Lake Gold Inc. (TSX:KLG) entered into a definitive agreement to acquire Newmarket Gold Inc for approximately CAD 940 million on September 29, 2016. All Kirkland Lake Gold common shares will be exchanged at a ratio of 2.1053 Newmarket common shares per Kirkland Lake Gold common share. Newmarket shareholders will continue to hold their existing common shares. Concurrently with closing the transaction, the combined company will undertake a 0.475 for 1 share consolidation subject to approval of the Newmarket shareholders. Under the terms of the Transaction, existing shareholders of Newmarket will receive 0.475 of a post consolidation share for every 1 pre-consolidation share of Newmarket. Existing Kirkland and Newmarket shareholders will own approximately 57% and 43% of the combined company, respectively, on a fully-diluted in-the-money basis. The combined company, will be renamed Kirkland Lake Gold, and will trade on the Toronto Stock Exchange. The agreement includes customary provisions including non-solicitation provisions, a right to match any superior proposal, a CAD 55 million termination fee payable to Newmarket under certain circumstances and a CAD 42.5 million termination fee payable to Kirkland Lake under certain circumstances. The new Board of Directors will be comprised of Eric Sprott, as Chairman of the Board, Tony Makuch, as President and Chief Executive Officer; Barry Olson, Pamela Klessig, Ray Threlkeld, Maryse Belanger, Jon Gill, Arnold Klassen and Jeffrey Parr will be independent members. The transaction is subject to approval from majority of Kirkland and Newmarket shareholders. The transaction has been unanimously approved by the Board of Directors of Kirkland and Board of Directors of Newmarket. Both Boards of Directors recommend that their respective shareholders vote in favor of the transaction. In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals including TSX approval, conditional approval for listing of the consideration shares on the Exchange, dissent rights limited, key third party consents and the satisfaction of certain other customary closing conditions customary in transactions of this nature. Kirkland appointed a special committee of independent directors to consider and make a recommendation with respect to the transaction. As announced on November 9, 2016, Institutional Shareholder Services Inc. recommended the shareholders of Kirkland Lake and Newmarket Gold to vote in favor of the transaction. It is anticipated that both shareholder meetings and closing of the transaction will take place in the fourth quarter of 2016. As on November 25, 2016, 75.93% of the shareholders of Kirkland Lake Gold and 99.79% of the shareholders of Newmarket approved the deal. In addition, the amendment to Newmarket's articles to change its name to Kirkland Lake Gold Ltd. was approved by 99.60% of the votes cast by Newmarket shareholders. RBC Capital Markets and Maxit Capital LP acted as financial advisors and Cassels Brock & Blackwell LLP acted as legal advisor to Kirkland. GMP Securities L.P. acted as financial advisor and Amanda Linett, Simon Romano, Colin Burn, Michael Decicco, Dean Kraus, Katy Pitch, Lindsay Gwyer, Larry Cobb, Melissa Schyven, Michael Kilby, Khalfan Khalfan, Benjamin Jain, Brian Lynch, Victor MacDiarmid and Libby Nixon,Victoria Zaric of Stikeman Elliott LLP acted as legal advisors to Newmarket. CIBC World Markets acted as fairness opinion provider to the special committee of Kirkland. Vincent A. Mercier, Steven M. Harris, James W.E. Doris and Marc Pontone of Davies Ward Phillips & Vineberg LLP acted as the legal advisors for Kirkland Lake Gold LTD. Kirkland Lake Gold Inc. (TSX:KLG) completed the acquisition of Newmarket Gold Inc. on November 30, 2016.