EmeraldResources NL and RenaissanceMinerals Ltd. have entered into a definitive bid implementationagreement for a merger.

Emerald will acquire all of the shares in Renaissance via anoff-market takeover offer of 1.55 new Emerald shares for every Renaissanceshare held, according to a July 19 release.

Based on Emerald's closing share price of 4.5 cents on theASX on July 15, the offer values Renaissance at about A$40 million, or 7.0cents per share.

Renaissance's board has unanimously recommended shareholdersto accept the Emerald proposal in the absence of a superior proposal.Subject to completion, the merged entity will have a pro-forma market cap ofabout A$95 million.

The offer, expected to close in the third quarter, issubject to a minimum acceptance of 90%.

Emerald already holds a 10% interest in Renaissance, andshareholders representing a 9.4% stake have decided to accept the offer.

Following the transaction, Emerald will remain headquarteredin Perth, Western Australia, and will maintain its listing on the ASX.

In late March, Emerald executed a agreement with Renaissanceon the latter's Cambodian gold projects, including the gold deposit.

The combined company will own the Okvau and the adjoining O'Chhungexploration licenses covering about 400 square kilometers of project area inCambodia.