LAKE SHORE GOLD CORP 6.25 PCT DEBS T.LSG.DB

RE:RE:RE:RE:Mar 31 is a long way off....

[Sumcan2]

The fee is C$37.8 million. LSG needs 66 2/3% yes vote of the votes cast to pass and Tahoe only needs a simple majority. Here is an excert from an article.

Transaction Summary

The proposed business combination will be effected by way of a Plan of Arrangement completed under the Canada Business Corporations Act. The Transaction will require approval by 66 2/3 percent of the votes cast by the shareholders of Lake Shore Gold at a special meeting of Lake Shore Gold shareholders. The issuance of Tahoe common shares in connection with the Transaction will require the approval of a simple majority of the shareholders of Tahoe voting at a special meeting. Officers and directors of Lake Shore Gold and Tahoe intend to enter into voting support agreements, pursuant to which they will vote their common shares held in favor of the Transaction. In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature.

The Arrangement Agreement includes customary provisions including non-solicitation provisions, a right to match any superior proposal and a C$37.8 million termination fee payable to Tahoe under certain circumstances. A C$20.0 million termination fee is payable to Lake Shore Gold under certain circumstances.