Tagish Lake Gold Corp.
TSX VENTURE : TLG

Tagish Lake Gold Corp.

August 25, 2010 19:34 ET

Tagish Lake Announces Mailing of Notice of Change to Directors' Circular

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 25, 2010) - Tagish Lake Gold Corp. (TSX VENTURE:TLG) (the "Company" or "Tagish") today announced that it has filed with Canadian securities regulatory authorities and commenced mailing of a notice of change (the "Notice of Change") relating to the directors' circular dated August 3, 2010 (the "Directors' Circular") issued by the board of directors of the Company (the "Board") in connection with the unsolicited takeover bid dated July 21, 2010 (the "New Pacific Offer") by New Pacific Metals Corp. (the "Offeror") to acquire all of the shares ("Shares") and all of the proven secured and unsecured debt ("Debt") of the Company.

The Board, with the benefit of advice from the special committee of independent directors of the Board (the "Special Committee"), the Company's legal advisors and Evans & Evans, Inc. ("Evans"), the financial advisor to the Special Committee, and after having carefully reviewed and considered the New Pacific Offer, the notices of change relating thereto dated July 27, 2010 and August 20, 2010 and the Company's other available alternatives, including the proposal made by YS Mining Company Inc. ("YS Mining") on August 20, 2010 (the "Initial YS Proposal") and the amended proposal made by YS Mining on August 23, 2010 (the "YS Proposal"), has unanimously decided NOT TO MAKE A RECOMMENDATION with respect to the acceptance or rejection of the New Pacific Offer, and urges shareholders and debtholders of the Company (collectively, the "Securityholders") to carefully review the matters referred to in Notice of Change and Directors' Circular and come to their own conclusions as to whether or not to accept or reject the New Pacific Offer.

In making this recommendation, the Board considered numerous factors, including the recommendation of the Special Committee 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 which are attached as Exhibits "A" and "B" to the Directors' Circular. Shareholders of the Company are urged to read the Notice of Change and Directors' Circular in their entirety. Copies of the Notice of Change and Directors' Circular are available under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) website at: www.sedar.com.

The following is a summary of the principal reasons for the decision by the Board to make no recommendation with respect to the New Pacific Offer, which are described in greater detail in the Notice of Change.

Reasons why the Board has NOT Recommended Rejection of the New Pacific Offer

  • At present, the New Pacific Offer is the only offer for the shares and debt of the Company that may be accepted by Securityholders.
  • The Company has commenced proceedings under the Companies' Creditors Arrangement Act (R.S.C., 1985, c. C-36) (the "CCAA") and needs funds to pay its creditors. The Company has received $500,000 financing from 379489 Ontario Street Holdings Inc., but this financing is only sufficient to enable the Company to continue operations until the end of September, 2010. If the Company does not emerge from CCAA protection, it will likely face receivership or bankruptcy proceedings, either of which will lead to the liquidation of the Company's assets.
  • The YS Proposal contains a number of significant terms and conditions that will need to be negotiated and agreed upon by the Company and YS Mining. For example, the YS Proposal does not contain a share exchange ratio, and until such ratio is determined the Board is unable to assess the financial merits of the YS Proposal. If all such terms and conditions are agreed upon, the completion of the YS Proposal would be subject to a number of conditions, including without limitation, the approval of such transactions by Securityholders, the Supreme Court of British Columbia and applicable regulatory authorities. In view of the foregoing, there is no assurance that the terms of an acceptable agreement with YS Mining will be concluded, or if an agreement is concluded, that the transactions with YS Mining will be completed.
  • The Board of Directors of the Company proposed by YS Mining pursuant to the YS Proposal would include Messrs. Sun Feng, Graham Dickson and Robert Baldock, who have substantial experience in developing, constructing and operating multiple mines in the Yukon.
  • The Fairness Opinion concludes that, subject to the matters stated therein, as at July 27, 2010 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.
  • There can be no assurance as to the availability of any acceptable liquidity opportunity for Securityholders if the New Pacific Offer is not successful.

Reasons the Board has NOT Recommended Acceptance of the New Pacific Offer

  • New Pacific has announced that it plans to sell its only material asset, the Huaiji Gold Project, to a company controlled by the Chinese government, in a complicated transaction which would significantly change New Pacific's business, but which is subject to a number of conditions and therefore may not be completed on the terms disclosed, or at all.
  • YS Mining has made an application to the British Columbia Securities Commission for a cease trade order (the "BCSC Application") with respect to the New Pacific Offer on the grounds, among others, that the take over bid circular relating to the New Pacific Offer (the "Offering Circular") contains material omissions and misrepresentations, including, without limitation, the failure to initially disclose the proposed sale of the Huaiji Gold Project. Although New Pacific has filed notices of change relating to the New Pacific Offer, YS Mining maintains that these notices do not address all of the deficiencies in the Offering Circular, and that it will proceed with the BCSC Application. The Company understands that the BCSC Application has been scheduled for hearing on August 30, 2010. Until the BCSC Application is heard and resolved, uncertainty exists with respect to the status of the New Pacific Offer.
  • The Company has received the YS Proposal from YS Mining and its two shareholders, Yukon-Nevada Gold Corp. ("YNG") and Northwest Nonferrous International Investment Company Limited ("NWM"), which provides for the formation of a new company that would own the Company's Mt. Skukum property and YNG's Ketza River gold property in the Yukon. Although much work remains to be done and significant issues need to be resolved, the Board is of the opinion that the YS Proposal potentially provides Securityholders with a very attractive alternative to the New Pacific Offer.
  • The New Pacific Offer is subject to a number of conditions, some of which, such as the condition that not less than 66â…” of the total outstanding Shares be deposited and not withdrawn thereunder, may not be satisfied or waived by the expiry of that offer.

YS Proposal

On August 23, 2010, YS Mining and its two shareholders, YNG and NWM, made the YS Proposal to the Company. The principal amendments to the Initial YS Proposal (the terms of which were disclosed in the Company's news release dated August 23, 2010) provided for in the YS Proposal are as follows:

  • Each creditor of the Company would receive 100% of his or her proven debt, payable in cash or a combination of cash and Shares;

  • The Company would hold a meeting of Securityholders to approve the plan of arrangement contemplated by the YS Proposal on or before November 30, 2010;

  • YS Mining would lend funds to the Company to cover the Company's operating expenses until the issuance of an order by the Supreme Court of British Columbia releasing the Company from creditor protection under the CCAA. Such loan shall constitute a "debtor-in-possession" loan facility, and is to rank pari passu with other "debtor-in-possession" loans of the Company;

  • The Company would emerge from creditor protection under the CCAA free of debt and with working capital of not less than $52,500,000;

  • The transactions provided in the YS Proposal are subject to the following conditions precedent for the benefit of each of the parties thereto:

    • a comprehensive agreement incorporating the terms and conditions of the YS Proposal (the "Arrangement Agreement") shall have been executed and delivered by each party within 45 days after acceptance of the YS Proposal;

    • the Arrangement Agreement and the transactions contemplated therein (the "Transaction") shall have been approved by the requisite majority of Shareholders in accordance with the provisions of the Business Corporations Act (British Columbia);

    • the Supreme Court of British Columbia shall have issued an order approving the Transaction on terms and conditions reasonably satisfactory to the Company and YS Mining;

    • there shall not be in force any order or decree restraining or enjoining the consummation of the Transaction; and

    • all necessary regulatory and judicial rulings or orders including, without limitation, the approval of the Transaction by the TSX Venture Exchange, shall have been obtained;

  • In the event that, following the execution and delivery of the Arrangement Agreement:

    • the Company, through no fault of YS Mining, fails to complete the Transaction, the Company would be required to pay to YS Mining (or its shareholders) a termination fee equal to $1,000,000; and

    • YS Mining willfully breaches the Arrangement Agreement in such a manner that to proceed with the Transaction would materially adversely affect the Company, YS Mining would be required to pay to the Company a fee equal to $1,000,000; and

  • YS Mining would have the right to terminate the YS Proposal or the Arrangement Agreement at any time if there is a change of control of the Company.

YS Mining has advised the Company that although the YS Proposal has yet to receive approval from the board of directors of YS Mining, the YS Proposal is to be as regarded as revised offer by YS Mining, YNG and NWM to enter into a transaction with the Company on substantially the terms set out therein.

Shareholder Rights Plan

On March 17, 2010, the Board approved, ratified and confirmed a shareholder rights plan (the "Rights Plan") entered into on March 15, 2010 between the Company and Computershare Investor Services Inc., which will terminate if it is not approved by Shareholders on or before September 14, 2010. The Board adopted the Rights Plan to ensure that all Shareholders would receive full and fair value in the event of an unsolicited take over bid for the Company. The Rights Plan is intended to give the Board and Shareholders a reasonable amount of time to fully consider a bid if one is made, and to protect Shareholders from unfair, abusive or coercive take over strategies.

On August 24, 2010, the Board resolved to defer the Separation Time (as defined in the Rights Plan) until 4:00 p.m. on September 14, 2010, which is the time when the Rights Plan and all outstanding Rights (as defined in the Rights Plan) will terminate. However, pursuant to the provisions of the Rights Plan, such termination will not occur if a Flip-in Event (as defined in the Rights Plan) has occurred prior to the date on which the Rights Plan would otherwise terminate. A "Flip-in Event" is, in effect, a transaction or event pursuant to which a person becomes a beneficial owner of 20% or more of the Shares, subject to certain exceptions stipulated in the Rights Plan.

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 New Pacific Offer, the YS Proposal, the BCSC Application, the Company's current and expected near-term commitments, and the continuity of the CCAA proceedings.

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 factors and assumptions regarding the New Pacific Offer, the YS Proposal, the BCSC Application, the Company's current and expected near-term commitments, and the continuity of the CCAA Proceedings.

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.

Contact Information

  • Tagish Gold Lake Corp.
    John Resing
    Chair of Special Committee
    (425) 454-7992