VANCOUVER, Aug. 31, 2010 (Canada NewsWire via COMTEX News Network) --
YSMining Company Inc. ("YSM") announces that it intends to make anall-cash offer ("Offer") for all of the outstanding common shares of Tagish Lake Gold Corp. ("Tagish Lake": TSXV-TLG-V) at a price of
.12 per share.
TheOffer represents a 9.1 percent premium to the closing price of theTagish Lake common shares on the TSX Venture Exchange on August 31,2010, the last trading day immediately prior to announcement of theOffer, and a premium of 39.5 percent to the 20-day volume weightedaverage price as at the same date. Full details of the Offerwill be included in the formal offer and take-over bid circular tobe filed with securities regulatory authorities and mailed toTagish Lake shareholders.
The Offer will be open for acceptancefor at least 35 days following commencement of the Offer and willbe subject to certain conditions, including receipt of allnecessary regulatory clearances, the absence of any materialadverse change in Tagish Lake and acceptance of the Offer byTagish Lake shareholders owning not less than 50.1 percent of theTagish Lake common shares on a fully-diluted basis. Followingcompletion of the Offer, YSM intends but is not required to take stepsto acquire any Tagish Lake common shares that remain outstanding.
YSM will formally request a Tagish Lake shareholderlist today and intends to file and mail the take-over biddocuments as soon as possible following receipt of the shareholderlist.
In connection with the Offer, YSM has entered into alock-up agreement with certain shareholders owning 8,719,356Tagish Lake common shares, or 6.05 percent of the Tagish Lakeissued and outstanding common shares, under which suchshareholders have agreed to tender their common shares to theOffer. YS Mining already owns 15,304,000 Tagish Lake commonshares, or 10.6 percent of the issued and outstanding common shares.
YSMining is concurrently offering to purchase for cash theapproximately $7.4 million in secured and unsecured debt on the books ofTagish Lake. Secured creditorsof Tagish Lake (the "Secured Creditors") are being offered 100%of their proven and accepted claim amounts with no conditions, andunsecured creditors (the "Unsecured Creditors") will be offered100% of their proven and accepted claim amounts subject to thefulfillment of certain conditions under the take -over bid.
Thispress release does not constitute an offer to buy or thesolicitation 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-overbid circular filed with the securities regulatory authorities inCanada. YS Mining anticipates that such circular will be filedbefore September 15, 2010.
Forward looking information
Securities regulators encourage companies to disclose forward-looking information to help investorsunderstand a company's future prospects. This press releasecontains forward-looking information. These are "forward-looking"because we have used what we know and expect today to make astatement about the future. Forward-looking statements usuallyinclude words such as may, expect, anticipate, and believe or othersimilar words. Capital and operating cost estimates areforward-looking statements, and are based on assumptions that webelieve to be reasonable. However, actual events and results couldbe substantially different because of the risks and uncertaintiesassociated with our respective business or events that happenafter the date of this press release. You should not place unduereliance on forward-looking statements.
About YS Mining
YSMis non-reporting corporation organized under the laws of BritishColumbia. Approximately 41% of the issued and outstanding shares of YSMare owned by Yukon-Nevada Gold Corp., a reporting issuer in theprovinces of British Columbia, Alberta and Ontario, which trades onthe Toronto Stock Exchange under the symbol "YNG". Approximately59% of the issued shares of YSM are owned by Northwest NonferrousInternational Investment CompanyLimited ("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 LakeDebt, making it Tagish Lake's largest shareholder and largestcreditor.
YS Mining has retained Laurel Hill Advisory Group toact as their Information Agent for the offer. Questions regardingthe Offer should be directed to Laurel Hill Advisory Group tollfree at, 1-877-304-0211, or collect at 416-304-0211 or via emailat assistance@laurelhill.com
By Order of the Board of Directors.
YS Mining Company Inc.
SOURCE: Tagish Lake Gold Corp.
SOURCE: YS Mining Company Inc.
<palign="left">Laurel Hill Advisory Group toll free at,1-877-304-0211, or collect at 416-304-0211 or via email at <ahref="mailto:assistance@laurelhill.com"cr="true">assistance@laurelhill.com</a></p>
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