Tyhee Gold Corp.
TSX VENTURE : TDC

Tyhee Gold Corp.

November 26, 2013 08:15 ET

Tyhee Announces Intention to Create Special Purpose Vehicle to Raise US$37.5 Million in Secured Convertible Debentures

Funds to be used to acquire and restructure near-term gold producer(s)

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 26, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES.

Tyhee Gold Corp. (TSX VENTURE:TDC) (the "Company" or "Tyhee") is pleased to announce plans to create a Special Purpose Vehicle ("SPV") through which a fund of up to US$37.5 million is intended to be raised in the form of secured, Convertible Debentures ("the Debentures.") Tyhee Gold Corp is completing steps for the formation of Tyhee Finance Luxembourg SARL, which is expected to have a five-person Board of Directors, with two being nominated by Tyhee. The purpose of the SPV will be to provide Tyhee with funds, subject to certain investment criteria, to fund corporate acquisitions.

The majority of funds raised are to be used to acquire and restructure (see Tyhee news release dated November 14, 2013) current and future corporate opportunities identified by Tyhee. The Company is considering a number of appropriately sized gold producers or late-stage developers where it is believed that, particularly in the current challenged resource investment environment, there is the potential to leverage Tyhee's significant management, technical and financial markets experience to restructure these companies. In each case, the objective would be to generate near term cash-flow as well as to accelerate growth, providing a strong platform on which Tyhee could build a new multi-project gold mining company.

While the terms of the Debentures remain subject to final determination and may change materially from those contained herein, the Debentures are expected to have a five-year term and to bear interest at 8% per annum, payable annually in cash or in gold, at the option of the investor. Investors will also have the option of converting the Debentures into Common Shares at the rate of one Common Share of Tyhee for each US$0.30 converted. In addition, if after the first two years the price of gold exceeds US$2,000 per ounce for a specified period of time, a portion of the Debentures will, at the option of the holder, be redeemable into ounces of gold at a deemed price of US$2,000 per ounce, or the cash equivalent amount.

Up to 10 per cent of the funds raised are to be used for general corporate purposes, including the ongoing development of Tyhee's Yellowknife Gold Project (YPG"), an advanced stage wholly-owned gold project in the development and permitting stage.

The Debentures are to be secured by the assets of Tyhee (NWT) Corp., Tyhee's wholly-owned operating entity, which holds the YGP, including all of the shares and securities owned by Tyhee.

Denis Taschuk, Chairman of the Board, said, "As we have recently announced, we believe this is an exceptional opportunity for Tyhee and its investors to benefit by leveraging our corporate expertise to refinance and restructure one or more gold projects that, for one reason or another, are unable to move forward. Our vision is to become one of a new generation of small but growing multi-project gold mining companies and this structure and financing plan are driven so that we can make this a reality."

Neither the 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.

All statements in this news release that address events or developments that the Company expects to occur, other than statements of historical facts, is "forward-looking information". Forward-looking information is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "believes", "anticipates", "budget", "scheduled", "estimates", "forecasts", "intends", "plans" and variations of such words and phrases, or by statements that certain actions, events or results "may", "will", "could", "would" or "might", "be taken", "occur" or "be achieved". Forward-looking statements made in this news release include all statements related to: the Company's intention to establish a special purpose vehicle; the terms of the proposed note offering including the size of the offering; the Company's corporate strategy; the potential for an acquisition or merger by the Company; becoming the next generation of multi project gold mining company.

Such forward-looking information may is based on management's reasonable estimates and assumptions, including without limitation, assumptions about: general economic conditions and conditions in the financial markets; limited changes in demand and prices for minerals; the ability of the Company to access sufficient financing as contemplated in this news release; the ability of the Company to identify appropriate merger or acquisition opportunities, or if an opportunity is identified, to conclude a transaction on satisfactory terms or to realize the expected benefits of any transaction; the ability of the Company to satisfy the conditions in any agreement related to such a transaction; the belief that due diligence investigations of any involved party will not identify any materially adverse facts or circumstances; that the required approvals will be obtained from shareholders; that all required third party, regulatory and government approvals will be obtained; and that Tyhee will be able to achieve its operational, production and/or financial objectives in respect of any acquisition and generally. Factors that could cause future events to differ from those anticipated in forward-looking statements include: inability to identify merger or acquisition opportunities, or once identified, negotiate a transaction on terms acceptable to Tyhee; delays in obtaining approvals for acquisition or merger activity, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; fluctuations in foreign exchange rates and interest rates; inability to achieve operational efficiencies on any acquired property sufficient to overcome the costs of acquisition or merger; discrepancies between actual and estimated reserves and resources or between actual and estimated metallurgical recoveries; costs of production; capital expenditure requirements; the costs and timing of any acquisition or merger, including but not restricted to construction, expansion or enhancement of new or existing operations; the success of exploration and permitting activities; parts, equipment, labor or power shortages or other increases in costs; mining accidents, labour disputes or other adverse events; changes in applicable laws or regulations; that there are no material variations in the current tax and regulatory environment or the tax positions taken by the Company; that the regulatory and political environment within any country where any such targeted entity or project may be located will support the development of environmentally safe mining projects, and any other factors that may cause Tyhee's actual results, performance or achievements to be materially different from those expressed or implied by such information.

In addition to the above, the factors described or referred to under the headings "Financial Risks and Uncertainties" and "Operational Risks and Uncertainties" in Tyhee's Management Discussion and Analysis for the year ended November 30, 2012, which is available on the SEDAR website at www.sedar.com, should be reviewed in conjunction with the information found in this news release.

Although Tyhee has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in forward-looking information, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, any proposed transaction could be modified, restricted or not completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. Accordingly, readers should not place undue reliance on forward-looking information.

The forward-looking information in this news release is made as of the date of this news release, and Tyhee disclaims any intention or obligation to update or revise such information, except as required by applicable law. This news release does not constitute an offer to buy any securities or a solicitation of any vote or approval or a solicitation of an offer to sell any securities.

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