April 8 (Reuters) - Australia's Westgold Resources ( WGXRF )

said on Monday it has agreed to acquire Toronto-listed

Karora Resources ( KRRGF ) in a cash-and-stock deal worth about

A$1.23 billion ($808.36 million), seeking its gold assets in

Western Australia.

Under the deal, Karora shareholders will receive 2.524

Westgold shares, with A$0.68 in cash and 0.30 of a share in a

new company to be spun off from Karora.

The deal implies an offer price of A$6.60 per Karora

share, or C$5.90 a share, based on Westgold's last closing price

and the Australian dollar to Canadian dollar exchange rate on

April 5, representing a 10.1% premium to Karora's closing share

price.

Karora Resources ( KRRGF ) is focused on increasing gold

production at its Beta Hunt gold mine and Higginsville gold

operations in Western Australia and earlier ended buyout talks

with another Australian gold miner, Ramelius Resources ( RMLRF ).

"The prize here is Beta Hunt's gold potential. Rarely do

you find a gold asset of the quality and potential of Beta Hunt

hiding in a nickel belt and drilling is expected to further

unlock value at this mine," Westgold CEO Wayne Bramwell said.

Upon completion of the deal, Westgold shareholders will own

50.1% of the combined company.

($1 = 1.5216 Australian dollars)