Tagish Lake announces receipt of proposal from YS Mining Company Inc.
23 Agosto 2010 - 10:25AM
PR Newswire (Canada)
VANCOUVER, Aug. 23 /CNW/ -- VANCOUVER, Aug. 23 /CNW/ - Tagish Lake
Gold Corp. (TSX-V: TLG) (the "Company" or "Tagish") announces that
on August 20, 2010 the Company received a proposal (the "YSM
Proposal") from YS Mining Company Inc. ("YS Mining") and its two
shareholders, Yukon-Nevada Gold Corp. ("YNG") and Northwest
Nonferrous International Investment Company Limited ("NWM"), to
enter into a legally binding and enforceable memorandum of
understanding ("MOU") which would provide for the formation of a
new company ("Newco") that would own the Company's Mt. Skukum
property and YNG's Ketza River gold property located in the Yukon.
The principal terms of the YSM Proposal are as follows: - NWM would
purchase additional shares of YS Mining for $60.0 million in cash;
- YS Mining would acquire, for shares in YS Mining, all of the
issued and outstanding shares of Ketza River Holdings Ltd., a
wholly-owned subsidiary of YNG which owns the Ketza River property;
- following completion of the two transactions referred to above,
YS Mining and Tagish would merge or otherwise combine their
respective businesses to form Newco pursuant to a plan of
arrangement under the Business Corporations Act (British Columbia),
at share exchange ratios to be negotiated and agreed upon by the
parties having regard to the respective fair market values of YS
Mining and Tagish, as confirmed by an independent fairness opinion;
- Newco would apply to become a publicly traded company prior to
completion of the contemplated transactions; - the composition of
the Board of Directors of Newco would be negotiated and agreed upon
by the parties; - the Board of Directors of Newco would include
Messrs. Sun Feng, Graham Dickson and Robert Baldock, who have
substantial experience in developing, constructing and operating
multiple mines in the Yukon; - Newco would emerge from creditor
protection under the Companies' Creditors Arrangement Act free of
debt and with working capital of not less than $55.0 million; - the
parties would use their respective best efforts to negotiate a
comprehensive agreement incorporating the terms and conditions of
the MOU; - YS Mining would have the right to terminate the MOU at
any time if there were to occur a change of control of Tagish; and
- the completion of the transactions provided for in the MOU (the
"Proposed Transactions") would be subject to all necessary
regulatory approvals and consents. YS Mining has advised the
Company that although the MOU has yet to receive final approval
from the full Board of YNG, the MOU is to be regarded as an offer
by YS Mining, YNG and NWM to enter into a transaction with the
Company on substantially the terms set out therein. The Special
Committee of the Board of Directors of the Company (the "Special
Committee") has met, together with the Company's legal counsel, to
review and consider the YSM Proposal, and has had several
discussions with representatives of YS Mining relating thereto.
Although considerable work remains to be done and a number of
issues need to be resolved before the Special Committee will be
able to determine whether or not the YSM Proposal is in the best
interests of the Company and its stakeholders, the Special
Committee believes that the YSM Proposal potentially provides
Tagish shareholders and creditors with a very attractive
alternative to the offer made by New Pacific Metals Corp. on July
21, 2010 (the "New Pacific Offer"). The Special Committee will,
together with the Company's financial and legal advisors, continue
to investigate and evaluate the YSM Proposal. The Special Committee
intends to discuss and negotiate the terms of the MOU with YS
Mining and its representatives and to report to shareholders on
future developments as they unfold. It is expected that the Board
of Directors of Tagish will issue a further circular with respect
to the New Pacific Offer on or before August 25, 2010. About Tagish
Lake Gold Corp. Tagish Lake Gold Corp. explores for and develops
high grade gold-silver mineral deposits in the Yukon Territory of
Canada. The Company is currently focused on its wholly owned, 178
km2 Skukum Mineral District located 80 km by road south of
Whitehorse. The Skukum Mineral District hosts the Skukum Creek
gold-silver deposit, the Goddell Gully and the Mt. Skukum gold
deposits. This news release contains forward-looking statements
(within the meaning of applicable securities laws) relating to the
Company. Forward-looking statements are identified by words such as
"believe", "anticipate", "expect", "intend", "plan", "will",
"would", "may" and other similar expressions. This information
involves known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking information.
Forward-looking information in this news release includes, without
limitation, statements made in respect of the Proposed
Transactions. All forward-looking statements in this news release
are qualified by these cautionary statements. Forward-looking
statements involve significant risks and uncertainties, should not
be read as guarantees of future performance or results, should not
be unduly relied upon and will not necessarily be accurate
indications of whether or not such results will be achieved.
Factors that could cause actual results to differ materially from
the results discussed in the forward-looking statements, include,
but are not limited to any of YS Mining, YNG or NWM deciding not to
proceed with the Proposed Transactions on the terms set out in the
YSM Proposal, the inability or unwillingness of the parties to
agree upon the terms of the Proposed Transactions, the failure of
the parties to obtain all required approvals or consents, and the
inability of Tagish to obtain adequate financing to continue to
fund its operations. Forward-looking information is based on
various material factors or assumptions, which are based on
information currently available to the Company. Although the
forward-looking statements contained in this news release are based
upon what management believes are reasonable assumptions, the
Company cannot assure readers that actual results will be
consistent with these forward-looking statements. The
forward-looking statements contained in this news release are made
as of the date of this news release and should not be relied upon
as representing the Company's views as of any date subsequent to
the date of this news release. The Company assumes no obligation to
update or revise these forward-looking statements to reflect new
information, events, circumstances or otherwise, except as required
by applicable law. Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. Tagish Gold Lake Corp., John Resing,
Chair of Special Committee, 408 - 688 West Hastings Street,
Vancouver, BC, V6B 1P1, T: (425) 454-7992
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