YS Mining Announces an All-Cash Offer for Tagish Lake Gold Corp. at $0.12 per Share
01 9월 2010 - 8:08AM
PR Newswire (Canada)
VANCOUVER, Aug. 31 /CNW/ -- VANCOUVER, Aug. 31 /CNW/ - YS Mining
Company Inc. ("YSM") announces that it intends to make an all-cash
offer ("Offer") for all of the outstanding common shares of Tagish
Lake Gold Corp. ("Tagish Lake": TSXV-TLG-V) at a price of $0.12 per
share. The Offer represents a 9.1 percent premium to the closing
price of the Tagish Lake common shares on the TSX Venture Exchange
on August 31, 2010, the last trading day immediately prior to
announcement of the Offer, and a premium of 39.5 percent to the
20-day volume weighted average price as at the same date.
Full details of the Offer will be included in the formal offer and
take-over bid circular to be filed with securities regulatory
authorities and mailed to Tagish Lake shareholders. The Offer will
be open for acceptance for at least 35 days following commencement
of the Offer and will be subject to certain conditions, including
receipt of all necessary regulatory clearances, the absence of any
material adverse change in Tagish Lake and acceptance of the Offer
by Tagish Lake shareholders owning not less than 50.1 percent of
the Tagish Lake common shares on a fully-diluted basis.
Following completion of the Offer, YSM intends but is not required
to take steps to acquire any Tagish Lake common shares that remain
outstanding. YSM will formally request a Tagish Lake shareholder
list today and intends to file and mail the take-over bid documents
as soon as possible following receipt of the shareholder
list. In connection with the Offer, YSM has entered into a
lock-up agreement with certain shareholders owning 8,719,356 Tagish
Lake common shares, or 6.05 percent of the Tagish Lake issued and
outstanding common shares, under which such shareholders have
agreed to tender their common shares to the Offer. YS Mining
already owns 15,304,000 Tagish Lake common shares, or 10.6 percent
of the issued and outstanding common shares. YS Mining is
concurrently offering to purchase for cash the approximately $7.4
million in secured and unsecured debt on the books of Tagish
Lake. Secured creditors of Tagish Lake (the "Secured
Creditors") are being offered 100% of their proven and accepted
claim amounts with no conditions, and unsecured creditors (the
"Unsecured Creditors") will be offered 100% of their proven and
accepted claim amounts subject to the fulfillment of certain
conditions under the take -over bid. This press release does not
constitute an offer to buy or the solicitation of an offer to sell
any of the securities of Tagish Lake. Such an offer may only
be made pursuant to an offer and take-over bid circular filed with
the securities regulatory authorities in Canada. YS Mining
anticipates that such circular will be filed before September 15,
2010. Forward looking information Securities regulators encourage
companies to disclose forward-looking information to help investors
understand a company's future prospects. This press release
contains forward-looking information. These are "forward-looking"
because we have used what we know and expect today to make a
statement about the future. Forward-looking statements usually
include words such as may, expect, anticipate, and believe or other
similar words. Capital and operating cost estimates are
forward-looking statements, and are based on assumptions that we
believe to be reasonable. However, actual events and results could
be substantially different because of the risks and uncertainties
associated with our respective business or events that happen after
the date of this press release. You should not place undue reliance
on forward-looking statements. About YS Mining YSM is non-reporting
corporation organized under the laws of British Columbia.
Approximately 41% of the issued and outstanding shares of YSM are
owned by Yukon-Nevada Gold Corp., a reporting issuer in the
provinces of British Columbia, Alberta and Ontario, which trades on
the Toronto Stock Exchange under the symbol "YNG".
Approximately 59% of the issued shares of YSM are owned by
Northwest Nonferrous International Investment Company Limited
("NWN"), of China. Currently, YS Mining holds (a) 10.72% of
the issued and outstanding Tagish Lake Shares and (b) approximately
$3.2 million of secured and unsecured Tagish Lake Debt, making it
Tagish Lake's largest shareholder and largest creditor. YS Mining
has retained Laurel Hill Advisory Group to act as their Information
Agent for the offer. Questions regarding the Offer should be
directed to Laurel Hill Advisory Group toll free at,
1-877-304-0211, or collect at 416-304-0211 or via email at
assistance@laurelhill.com By Order of the Board of Directors. YS
Mining Company Inc. p align="left"Laurel Hill Advisory Group toll
free at, 1-877-304-0211, or collect at 416-304-0211 or via email at
a href="mailto:assistance@laurelhill.com"
cr="true"assistance@laurelhill.com/a/p
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