Yukon Nevada Gold Corp T.YNG

RE: RETrader2"s Creditors Protection Extended to N

[trader2day]

My only thoughts about YS Mining taking over all the shares of tagish along with the debt i think then the 41% ownership of shares that YNG owns might just end up a cash payment towards the share ownership. Unless the new chinese entity when listed will just exchange the shares into the new share name that YS is filing for.
At this point in the game it looks YNG has about as much as a snow ball in H E LL to be a partner with the chinese.
On the other hand would it be wise at this point to make a bigger offer then YS to take over the Tagish Lake Mine and company? I guess we will know when the dust settles on this one. Todays news though looks like YS has made the formal offer so unless YNG comes up with a counter offer the company will fall into the hands of the new owners to be renamed and listed on the Venture exchange.

This was todays news release on that matter.

YS Mining Announces Formal Commencement of Cash Offer to Purchase All of the Outstanding Shares and Debt of Tagish Lake Gold Corp.

Sep. 9, 2010 (Canada NewsWire Group) --

VANCOUVER, Sept. 9 /CNW/ - YS Mining Company Inc. ("YS Mining") announces today that it will file its take-over bid circular dated September 8, 2010, and related documents (the "Bid Documents") on SEDAR and will mail the Bid Documents to all Tagish Lake shareholders on September 10, 2010.

The Bid Documents set out YS Mining's formal offer to purchase all of the outstanding common shares (the "Share Offer") of Tagish Lake Gold Corp. ("Tagish Lake"; TSXV: TLG-V) and all of the outstanding secured and unsecured debt of Tagish Lake (the "Debt Offer"; together with the Share Offer, the "Offer").

Offer to Shareholders: The offer price under the Share Offer is
.12 cash per common share. This amount represents a premium of 14.3% over the closing price of the shares on the TSXV on August 30, 2010, the last trading day immediately prior to the announcement of the Offer and a premium of 41.2% to the 20-day volume weighted average price as at the same date.

Offer to Secured Creditors: YS Mining is offering to pay secured creditors of Tagish Lake 100% of their proven claim amounts in cash with no conditions. Secured creditors who accept the Debt Offer will be paid regardless of the outcome of the Offer.

Offer to Unsecured Creditors: YS Mining is offering to pay unsecured creditors of Tagish Lake 100% of the value of their proven and accepted claim amounts in cash, subject to certain conditions, including the minimum tender condition under the Offer being satisfied and YS Mining taking up and paying for common shares under the Offer.

The Offer is open for acceptance until 5:00 p.m. (Eastern time) on October 29, 2010, unless it is extended or withdrawn. The Share Offer, and the offer to unsecured creditors, is subject to certain customary conditions including: a minimum tender threshold of 50.1% of the Tagish Lake shares outstanding at the expiry of the Offer (calculated on a fully-diluted basis), receipt of all required regulatory approvals and third-party consents, the absence of any material adverse change in Tagish Lake; the absence of certain prohibited activities on the part of Tagish Lake (including share issuances, material debt issuances, acquisitions and dispositions) between the date hereof and the expiry of the Offer; and no untrue statements or omissions in Tagish Lake's public disclosure.

Background to the Offer

The background to the Offer is as follows:

 << - During 2008, management and the board of directors of YS Mining discussed the possibility and merits of a growth strategy based on the acquisition of mineral resource properties in the Yukon Territory or of companies with such properties. - After having reviewed and rejected several acquisition opportunities, management of YS Mining focused its attention on Tagish Lake, which in May 2008, had publicly announced that it was reviewing strategic alternatives to increase shareholder value. - YS Mining and Tagish Lake entered into an amalgamation agreement dated February 27, 2009. The amalgamation agreement terminated according to its terms on August 31, 2009, as Tagish Lake was not able to negotiate settlement terms with many of its creditors. - Following the termination of the amalgamation agreement, Tagish Lake continued to founder and fell into default under several financial obligations. In late November 2009, the majority of the board of directors of Tagish Lake offered to resign if representatives of YS Mining consented to replace them on the board of Tagish Lake. YS Mining understands that the motivation for the resignations was to allow new management, with a history of successful mining "turn-arounds", to reorganize the affairs of Tagish Lake. - On April 9, 2010, due to pressure from secured creditors other than YS Mining, Tagish Lake entered into CCAA proceedings in the British Columbia Supreme Court under the Companies' Creditors Arrangement Act (the "CCAA") and obtained an initial order granting Tagish Lake protection against its creditors while Tagish Lake sought to restructure its affairs under the CCAA. The CCAA proceedings have not yet concluded. - On July 5, 2010, New Pacific Metals Corp. ("New Pacific") issued a press release indicating its intention to make an offer to purchase all of the shares and secured and unsecured debt of Tagish Lake. - On July 21, 2010, New Pacific delivered and filed a take-over bid circular setting out the terms of the Offer. - In response to complaints by YS Mining that New Pacific's circular contained serious and misleading errors and omissions, New Pacific issued notices of change on July 27, August 20 and August 26, 2010. - On August 31, 2010, following the rejection by the Special Committee of Tagish Lake of a plan for the creation of a new company to hold the Skukum Creek Property and Yukon Nevada Gold Corp.'s Ketza River Property and sufficient cash to put both properties into production as producing mines, YS Mining issued a press release to announce its intention to make the Offer. >>  

Reasons to Accept the Share Offer

YS Mining believes that Tagish Lake shareholders will enjoy the following significant benefits from the Share Offer.

 << - Significant Premium: The offer price of     

.12 cash per common share represents a premium of 14.3% over the closing price of the shares on the last trading day prior to the announcement of the Offer and a 41.2% premium over the 20-day volume weighted average trading price of the shares prior to the announcement of the Offer. - Full Value Incorporating Upside Potential: The Share Offer provides the full value of Tagish Lake's interest in the Skukum Creek Property and includes additional value for upside potential even though such has not been confirmed and may not be realized. - Immediate Liquidity: The Share Offer provides all shareholders with a unique opportunity to realize immediate value and liquidity for their shares. - Crystallization of Asset Value: It will be many years before shareholders realize any positive cash flow from Tagish Lake's interest in the Skukum Creek Property. The Share Offer provides shareholders with a means of realizing value without delay and without assuming the risks associated with a major development project. >>  

In connection with the Share Offer, YS Mining has entered into a lock-up agreement with certain shareholders owning 8,719,356 Tagish Lake common shares, or 6.05% of the Tagish Lake issued and outstanding common shares, under which such shareholders have agreed to tender their common shares to the Share Offer. YS Mining already owns 15,449,000 Tagish Lake common shares, or 10.7% of the issued and outstanding common shares.

Shareholders may obtain a free copy of the Bid Materials filed by YS Mining with the Canadian securities regulators at www.sedar.com; by contacting the Information Agent, Laurel Hill Advisory Group, toll free at 1-877-304-0211, collect at [phone] or by email at [e-mail]; or by contacting the Depositary, Equity Transfer & Trust Company, toll free at 1-866-393-4891, collect at [phone], fax at [phone] or by email at [e-mail].

Secured and unsecured creditors of Tagish Lake may obtain more information by contacting YS Mining by telephone at [phone], fax at [phone] or by email at [e-mail].

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 on September 10, 2010.