YS Mining Announces Formal Commencement of Cash Offer to Purchase All of the Outstanding Shares and Debt of Tagish Lake Gold Cor
10 9월 2010 - 9:54AM
PR Newswire (Canada)
VANCOUVER, Sept. 9 /CNW/ -- VANCOUVER, Sept. 9 /CNW/ - YS Mining
Company Inc. ("YS Mining") announces today that it will file its
take-over bid circular dated September 8, 2010, and related
documents (the "Bid Documents") on SEDAR and will mail the Bid
Documents to all Tagish Lake shareholders on September 10, 2010.
The Bid Documents set out YS Mining's formal offer to purchase all
of the outstanding common shares (the "Share Offer") of Tagish Lake
Gold Corp. ("Tagish Lake"; TSXV: TLG-V) and all of the outstanding
secured and unsecured debt of Tagish Lake (the "Debt Offer";
together with the Share Offer, the "Offer"). Offer to Shareholders:
The offer price under the Share Offer is $0.12 cash per common
share. This amount represents a premium of 14.3% over the closing
price of the shares on the TSXV on August 30, 2010, the last
trading day immediately prior to the announcement of the Offer and
a premium of 41.2% to the 20-day volume weighted average price as
at the same date. Offer to Secured Creditors: YS Mining is offering
to pay secured creditors of Tagish Lake 100% of their proven claim
amounts in cash with no conditions. Secured creditors who accept
the Debt Offer will be paid regardless of the outcome of the Offer.
Offer to Unsecured Creditors: YS Mining is offering to pay
unsecured creditors of Tagish Lake 100% of the value of their
proven and accepted claim amounts in cash, subject to certain
conditions, including the minimum tender condition under the Offer
being satisfied and YS Mining taking up and paying for common
shares under the Offer. The Offer is open for acceptance until 5:00
p.m. (Eastern time) on October 29, 2010, unless it is extended or
withdrawn. The Share Offer, and the offer to unsecured creditors,
is subject to certain customary conditions including: a minimum
tender threshold of 50.1% of the Tagish Lake shares outstanding at
the expiry of the Offer (calculated on a fully-diluted basis),
receipt of all required regulatory approvals and third-party
consents, the absence of any material adverse change in Tagish
Lake; the absence of certain prohibited activities on the part of
Tagish Lake (including share issuances, material debt issuances,
acquisitions and dispositions) between the date hereof and the
expiry of the Offer; and no untrue statements or omissions in
Tagish Lake's public disclosure. Background to the Offer The
background to the Offer is as follows: - During 2008, management
and the board of directors of YS Mining discussed the possibility
and merits of a growth strategy based on the acquisition of mineral
resource properties in the Yukon Territory or of companies with
such properties. - After having reviewed and rejected several
acquisition opportunities, management of YS Mining focused its
attention on Tagish Lake, which in May 2008, had publicly announced
that it was reviewing strategic alternatives to increase
shareholder value. - YS Mining and Tagish Lake entered into an
amalgamation agreement dated February 27, 2009. The amalgamation
agreement terminated according to its terms on August 31, 2009, as
Tagish Lake was not able to negotiate settlement terms with many of
its creditors. - Following the termination of the amalgamation
agreement, Tagish Lake continued to founder and fell into default
under several financial obligations. In late November 2009, the
majority of the board of directors of Tagish Lake offered to resign
if representatives of YS Mining consented to replace them on the
board of Tagish Lake. YS Mining understands that the motivation for
the resignations was to allow new management, with a history of
successful mining "turn-arounds", to reorganize the affairs of
Tagish Lake. - On April 9, 2010, due to pressure from secured
creditors other than YS Mining, Tagish Lake entered into CCAA
proceedings in the British Columbia Supreme Court under the
Companies' Creditors Arrangement Act (the "CCAA") and obtained an
initial order granting Tagish Lake protection against its creditors
while Tagish Lake sought to restructure its affairs under the CCAA.
The CCAA proceedings have not yet concluded. - On July 5, 2010, New
Pacific Metals Corp. ("New Pacific") issued a press release
indicating its intention to make an offer to purchase all of the
shares and secured and unsecured debt of Tagish Lake. - On July 21,
2010, New Pacific delivered and filed a take-over bid circular
setting out the terms of the Offer. - In response to complaints by
YS Mining that New Pacific's circular contained serious and
misleading errors and omissions, New Pacific issued notices of
change on July 27, August 20 and August 26, 2010. - On August 31,
2010, following the rejection by the Special Committee of Tagish
Lake of a plan for the creation of a new company to hold the Skukum
Creek Property and Yukon Nevada Gold Corp.'s Ketza River Property
and sufficient cash to put both properties into production as
producing mines, YS Mining issued a press release to announce its
intention to make the Offer. Reasons to Accept the Share Offer YS
Mining believes that Tagish Lake shareholders will enjoy the
following significant benefits from the Share Offer. - Significant
Premium: The offer price of $0.12 cash per common share represents
a premium of 14.3% over the closing price of the shares on the last
trading day prior to the announcement of the Offer and a 41.2%
premium over the 20-day volume weighted average trading price of
the shares prior to the announcement of the Offer. - Full Value
Incorporating Upside Potential: The Share Offer provides the full
value of Tagish Lake's interest in the Skukum Creek Property and
includes additional value for upside potential even though such has
not been confirmed and may not be realized. - Immediate Liquidity:
The Share Offer provides all shareholders with a unique opportunity
to realize immediate value and liquidity for their shares. -
Crystallization of Asset Value: It will be many years before
shareholders realize any positive cash flow from Tagish Lake's
interest in the Skukum Creek Property. The Share Offer provides
shareholders with a means of realizing value without delay and
without assuming the risks associated with a major development
project. In connection with the Share Offer, YS Mining has entered
into a lock-up agreement with certain shareholders owning 8,719,356
Tagish Lake common shares, or 6.05% of the Tagish Lake issued and
outstanding common shares, under which such shareholders have
agreed to tender their common shares to the Share Offer. YS Mining
already owns 15,449,000 Tagish Lake common shares, or 10.7% of the
issued and outstanding common shares. Shareholders may obtain a
free copy of the Bid Materials filed by YS Mining with the Canadian
securities regulators at www.sedar.com; by contacting the
Information Agent, Laurel Hill Advisory Group, toll free at
1-877-304-0211, collect at (416) 304-0211 or by email at
assistance@laurelhill.com; or by contacting the Depositary, Equity
Transfer & Trust Company, toll free at 1-866-393-4891, collect
at (416) 361-0152, fax at (416) 361-0470 or by email at
investor@equitytransfer.com. Secured and unsecured creditors of
Tagish Lake may obtain more information by contacting YS Mining by
telephone at (778) 689-1883, fax at (604) 688-9426 or by email at
admin@ysmining.ca. 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 on September 10, 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 YS Mining is a
non-reporting corporation organized under the laws of British
Columbia. Approximately 41% of the issued and outstanding shares of
YS Mining 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 YS Mining are owned by
Northwest Nonferrous International Investment Company, of China.
Currently, YS Mining holds (a) 10.7% of the issued and outstanding
Tagish Lake shares and (b) approximately $3.4 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. By Order of the Board of Directors YS Mining Company Inc.
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
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