Consolidated Thompson-Lundmark Gold Mines Limited
TSX VENTURE : CLM

Consolidated Thompson-Lundmark Gold Mines Limited
The Goldman Sachs Group, Inc.
NYSE : GS

The Goldman Sachs Group, Inc.

June 09, 2006 16:07 ET

Consolidated Thompson-Lundmark Gold Mines Limited and The Goldman Sachs Group, Inc.: Early Warning Report and Press Release

NEW YORK, NEW YORK--(CCNMatthews - June 9, 2006) - Consolidated Thompson-Lundmark Gold Mines Limited (TSX VENTURE:CLM) and The Goldman Sachs Group, Inc. (NYSE:GS) -



EARLY WARNING REPORT AND PRESS RELEASE
Report Pursuant to

SECTION 111 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 176 OF THE SECURITIES ACT (ALBERTA)
SECTION 101 OF THE SECURITIES ACT (ONTARIO)
SECTION 147.11 OF THE SECURITIES ACT (QUEBEC)
NATIONAL INSTRUMENT 62-103

1. Name and address of the offeror

The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs Canada
85 Broad Street, New York, NY, 10004 Inc. ("GS Canada"),
Sun Life Tower,
150 King Street
West, Suite 1201,
Toronto, Ontario
M5H 1J9


GS Group and GS Canada are hereinafter referred to collectively as the "Offeror".

2. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

On June 9, 2006 the Offeror participated in an offering of special warrants (the "Special Warrants") of Consolidated Thompson-Lundmark Gold Mines Limited (the "Company") pursuant to which the Offeror acquired ownership and control of 2,546,000 Special Warrants. Each Special Warrant is automatically convertible, without payment of additional consideration, into one common share in the capital of the Company (each a "Common Share") on the Automatic Exercise Deadline (defined below). In the event that the Clearance Date (defined below) has not occurred by September 7, 2006, each Special Warrant shall thereafter be exercisable into 1.05 Common Shares (rather than one Common Share). "Automatic Exercise Deadline" means the date that is the earlier of: (a) October 10, 2006; and (b) the fifth business day following the Clearance Date; and "Clearance Date" means the day on which the last of the applicable Canadian securities regulatory authorities issues a final receipt for the prospectus qualifying the Common Shares to be issued upon exercise of the Special Warrants.

Assuming the automatic conversion occurs on or before September 7, 2006, the Common Shares issuable upon conversion of the Special Warrants represent approximately 12.67% of the issued and outstanding common shares of the Company on a partially diluted basis (where the Common Shares issuable on the conversion of the Offeror's Special Warrants are deemed to be outstanding Common Shares of the Company, but no other Common Shares issuable on the conversion of Special Warrants or other convertible securities held by persons other than the Offeror are deemed to be outstanding). Assuming the automatic conversion occurs after September 7, 2006 and the Offeror is entitled to receive 1.05 Common Shares for each Special Warrant, the Common Shares issuable upon conversion of the Special Warrants represent approximately 13.22% of the issued and outstanding common shares of the Company on a partially diluted basis.

Upon the occurrence of the Automatic Exercise Deadline on or before September 7, 2006, and assuming no other Common Shares of the Company have been issued, other than Common Shares issued in connection with the conversion of all Special Warrants issued by the Company on June 9, 2006, the Special Warrants will cease to exist and the Offeror will hold Common Shares representing approximately 7.93% of the issued and outstanding common shares of the Company. Upon the occurrence of the Automatic Exercise Deadline after September 7, 2006, and assuming no other Common Shares of the
Company have been issued, other than Common Shares issued in connection with the conversion of all Special Warrants issued by the Company on June 9, 2006, the Special Warrants will cease to exist and the Offeror will hold Common Shares representing approximately 8.14% of the issued and outstanding common shares of the Company.

3. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.

Please see item 2 above.

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

(i) the offeror, either alone or together with joint actors, has ownership and control,

After giving effect to the acquisition noted in item 2 above, the Offeror owned and controlled 2,546,000 Special Warrants carrying rights to acquire 2,546,000 Common Shares, assuming automatic conversion by September 7, 2006, in the aggregate representing approximately 12.67% of the issued and outstanding common shares of the Company on a partially diluted basis. Assuming automatic conversion after September 7, 2006, the Special Warrants will carry the right to acquire 2,673,300 Common Shares representing approximately 13.22% of the issued and outstanding common shares of the Company on a partially diluted basis. See item 8, below.

(ii) the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor.

Not applicable.

(iii) the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

5. The name of the market in which the transaction or occurrence that gave rise to the news release took place.

The Special Warrants were acquired pursuant to a private placement offering of Special Warrants by the Company completed on June 9, 2006.

6. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

The Special Warrants were acquired in the ordinary course of the Offeror's investment activities. The Offeror has no current plan or proposal which relates to, or would result in acquiring ownership or control over additional securities of the Company, other than in connection with the automatic conversion of the Special Warrants. The Offeror may or may not purchase or sell securities of the Company in the future on the open market or in private transactions, depending on market conditions and other factors material to the Offeror's investment decisions.

7. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.

Not applicable.

8. The names of any joint actors in connection with the disclosure required by this form.

The securities being reported on by GS Group, as a parent holding company, are owned, or may be deemed to be beneficially owned, by GS Canada. GS Canada is a wholly-owned subsidiary of GS Group.

In accordance with Section 5.1 of National Instrument 62-103 (the "National Instrument"), this filing reflects the securities beneficially owned or controlled by certain business units of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG") which include business units engaged in principal investing activities, managing discretionary accounts and customer facilitation trading (collectively, the "Goldman Sachs Reporting Unit"). This filing does not reflect securities, if any, beneficially owned or controlled by any business units of GSG whose beneficial ownership of or control over securities is disaggregated from that of the Goldman Sachs Reporting Unit in accordance with the National Instrument. The Goldman Sachs Reporting Unit disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Unit or its employees have voting or investment discretion, or both and (ii) certain investment entities of which the Goldman Sachs Reporting Unit acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Unit.

9. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror.

Not applicable.

10. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 in respect of the reporting issuer's securities.

Not applicable.

DATED June 9, 2006



Contact Information

  • The Goldman Sachs Group, Inc.
    Yvette Kosic
    Vice President
    (212) 902-7695