VANCOUVER, Aug. 31 /CNW/ - YS Mining Company Inc. ("YSM") announces that
it intends to make an all-cash offer ("Offer") for all of the
outstanding common shares of Tagish Lake Gold Corp. ("Tagish Lake":
TSXV-TLG-V) at a price of $0.12 per share.
The Offer represents a 9.1 percent premium to the closing price of the
Tagish Lake common shares on the TSX Venture Exchange on August 31,
2010, the last trading day immediately prior to announcement of the
Offer, and a premium of 39.5 percent to the 20-day volume weighted
average price as at the same date. Full details of the Offer will be
included in the formal offer and take-over bid circular to be filed with
securities regulatory authorities and mailed to Tagish Lake shareholders.
The Offer will be open for acceptance for at least 35 days following
commencement of the Offer and will be subject to certain conditions,
including receipt of all necessary regulatory clearances, the absence of
any material adverse change in Tagish Lake and acceptance of the Offer
by Tagish Lake shareholders owning not less than 50.1 percent of the
Tagish Lake common shares on a fully-diluted basis. Following
completion of the Offer, YSM intends but is not required to take steps
to acquire any Tagish Lake common shares that remain outstanding.
YSM will formally request a Tagish Lake shareholder list today and
intends to file and mail the take-over bid documents as soon as possible
following receipt of the shareholder list.
In connection with the Offer, YSM has entered into a lock-up agreement
with certain shareholders owning 8,719,356 Tagish Lake common shares, or
6.05 percent of the Tagish Lake issued and outstanding common shares,
under which such shareholders have agreed to tender their common shares
to the Offer. YS Mining already owns 15,304,000 Tagish Lake common
shares, or 10.6 percent of the issued and outstanding common shares.
YS Mining is concurrently offering to purchase for cash the
approximately $7.4 million in secured and unsecured debt on the books of
Tagish Lake. Secured creditors of Tagish Lake (the "Secured Creditors")
are being offered 100% of their proven and accepted claim amounts with
no conditions, and unsecured creditors (the "Unsecured Creditors") will
be offered 100% of their proven and accepted claim amounts subject to
the fulfillment of certain conditions under the take -over bid.
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 before September 15,
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
About YS Mining
YSM is non-reporting corporation organized under the laws of British
Columbia. Approximately 41% of the issued and outstanding shares of YSM
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 YSM are owned by Northwest Nonferrous International
Investment Company Limited ("NWN"), of China. Currently, YS
Mining holds (a) 10.72% of the issued and outstanding Tagish Lake Shares
and (b) approximately $3.2 million of secured and unsecured
Tagish Lake Debt, making it Tagish Lake's largest shareholder and
YS Mining has retained Laurel Hill Advisory Group to act as their
Information Agent for the offer. 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 cr="true" href="mailto:email@example.com">firstname.lastname@example.org
By Order of the Board of Directors.
YS Mining Company Inc.
SOURCE TAGISH LAKE GOLD CORP.
For further information: For further information:
Laurel Hill Advisory Group toll free at, 1-877-304-0211, or collect at 416-304-0211 or via email at email@example.com