Tagish Lake Announces Mailing of Directors' Circular
04 Agosto 2010 - 11:00PM
Marketwired
Tagish Lake Gold Corp. (TSX VENTURE: TLG) (the "Company" or
"Tagish") announces today that further to its news release dated
July 23, 2010, it has filed with Canadian securities regulatory
authorities and has commenced mailing of the directors' circular
(the "Directors' Circular") to shareholders of the Company in
connection with the previously announced unsolicited take-over bid
(the "New Pacific Offer") by New Pacific Metals Corp. (the
"Offeror") to acquire all of the shares ("Shares") and all proven
secured and unsecured debt ("Debt") of the Company.
The board of directors of the Company (the "Board"), with the
benefit of advice from the special committee of independent
directors established by the Board (the "Special Committee"), its
legal advisors and Evans & Evans, Inc., the financial advisor
to the Special Committee, and after having carefully reviewed and
considered the New Pacific Offer and the Company's other available
alternatives, unanimously decided NOT TO MAKE A RECOMMENDATION with
respect to the acceptance or non-acceptance of the New Pacific
Offer at this time and that the shareholders and debtholders of the
Company SHOULD NOT TENDER to the New Pacific Offer until further
communication is received from the Board.
In the course of their deliberations, the Special Committee and
the Board noted that the take-over bid circular dated July 21, 2010
in respect of the New Pacific Offer did not make any disclosure
concerning the transaction announced on July 27 whereby New Pacific
had agreed to sell its Huaiji Gold Project which New Pacific has
identified as its only material property within the meaning of
National Instrument 43-101. Concern was also expressed as to the
lack of detail regarding the source of funds to be used for the
payment for the shares and debt of Tagish, in particular the terms
of the line of credit referred to in New Pacific's press release of
July 5th, 2010.
In making its recommendation, the Board considered numerous
factors, including the recommendation of the Company's independent
directors and the valuation of the Company (the "Valuation") and
fairness opinion with respect to the New Pacific Offer (the
"Fairness Opinion") prepared by Evans. The full texts of the
Valuation and the Fairness Opinion are attached as Exhibits "A" and
"B" to the Directors' Circular. Shareholders of the Company are
urged to read the Directors' Circular in its entirety. A copy of
the Directors' Circular is available on the System for Electronic
Document Analysis and Retrieval (SEDAR) website at: www.sedar.com
under the Company's profile.
The following is a summary of the principal reasons for the
decision by the Board to make no recommendation in respect of the
New Pacific Offer at this time, which are described in greater
detail in the Directors' Circular.
Reasons why the Board has not Recommended Rejection of the
Offer
-- The Company has commenced proceedings under the Companies' Creditors
Arrangement Act and needs funds to pay its creditors.
-- The New Pacific Offer is the only offer for the Shares and Debt
outstanding at this time.
-- The Fairness Opinion concludes that the consideration to be paid for the
Shares under the New Pacific Offer is fair, from a financial point of
view, to the shareholders of the Company.
-- Although on July 23, 2010 YS Mining Company Inc. ("YS Mining") made a
proposal for the recapitalization of the Company, it withdrew this
proposal on July 29, 2010.
-- There can be no assurance of future liquidity opportunities for the
Shares or Debt if the New Pacific Offer is not successful.
Reasons the Board has not Recommended Acceptance of the
Offer
-- YS Mining has informed the Company that it intends to apply to the
British Columbia Securities Commission for a cease trade order with
respect to the New Pacific Offer, on the grounds, among others, that the
Offeror's circular relating to the New Pacific Offer contains material
omissions and misrepresentations.
-- The Board believes that there is a substantial likelihood that, prior to
the expiry of the New Pacific Offer, YS Mining will either make an offer
to acquire the Shares and Debt not already owned by it or a proposal for
the recapitalization of the Company.
-- Since July 7, 2010, the Shares have been trading on the TSX Venture
Exchange at or above $0.06 per Share, the cash offer price per Share
stipulated in the New Pacific Offer, and the closing price of the Shares
on July 30, 2010 was $0.07.
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", "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 intention of YS Mining to make an
application with the British Columbia Securities Commission for a
cease trade order in respect to the New Pacific Offer and the
possibility that YS Mining may make: an offer to acquire the shares
of the Company not already made by it; or a proposal for the
recapitalization of the Company.
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 YS Mining deciding not to seek a cease trade
order with respect to the New Pacific Offer and YS Mining deciding
not to make: an offer to acquire the shares of the Company not
already made by it; or a proposal for the recapitalization of the
Company.
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.
Contacts: Tagish Gold Lake Corp. John Resing Chair of Special
Committee (425) 454-7992
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