New Pacific Offer for Tagish Lake Gold Corp. - Update
Aug 23, 2010
VANCOUVER, BRITISH COLUMBIA - (August 23, 2010) - New Pacific Metals
Corp. (TSX-V: NUX) today provided an update on the take-over bid by New
Pacific (the "New Pacific Offer") to acquire all of the shares ("Shares") and
the offer to acquire all proven secured and unsecured debt ("Debt") of Tagish
Lake Gold Corp. (TSX-V: TLG) ("Tagish").
Lock up signed with
Founder, Former Chair and CEO of Tagish
New Pacific is pleased
to report that it has entered into a lockup agreement with Greg Hawkins, the
founder and a former Chairman and Chief Executive Officer of Tagish and one of
the largest shareholders of Tagish. The lockup agreement covers approximately
five million Tagish common shares representing approximately 3.4% of the
outstanding shares of Tagish.
"This lockup agreement supports my
long-term commitment to see Tagish realize its potential," said Greg Hawkins. "I
fully support and have confidence in the ability of New Pacific's management
team to succeed in advancing the Skukum property into production. Dr. Feng, New
Pacific's President, has a proven track record for operational success in
bringing high grade, narrow vein mines into production effectively and his
business plan reflects the principles we originally developed for the Skukum
Project. The New Pacific Offer represents the best route to help revitalize the
Company and recognize Tagish shareholder value. It provides certainty, and a
solution to remove Tagish from Companies Creditors Arrangement Act protection.
The New Pacific Offer provides an attractive premium to the recent Tagish share
price, with a choice that enables Tagish shareholders the option to cash out or
to participate in the development of Tagish's Skukum Property by becoming New
Pacific shareholders."
Shareholder Rights Plan cannot be
approved by Tagish Lake Shareholders
On July 8, 2010 Tagish
Lake announced that the TSX Venture Exchange had approved the Shareholder Rights
Plan ("SRP") and that the SRP had been effective since March 15th , but would
terminate if it is not approved by the Company's shareholders on or before
September 14, 2010.
Tagish Lake has not held a shareholders meeting
since March 2007, and has not as of this date filed a Notice to hold the meeting
required to approve the SRP. As a result Tagish Lake is unable to call and hold
the shareholders meeting by September 14th in compliance with corporate and
securities laws. Assuming there is no extraordinary waiver granted by applicable
regulatory bodies, the SRP is no longer capable of being approved by Tagish Lake
shareholders.
New Pacific advises Tagish Lake shareholders to act
expeditiously in determining whether to tender to the New Pacific Offer, or risk
remaining with the unstated plans of current management of Tagish Lake.
The New Pacific Offer permits Tagish shareholders, for each Tagish share
tendered to the Offer to choose between:
(a) $0.06 per share in cash
(the "Cash Election");
(b) 0.0822 of a New Pacific share (the "Share
Election"); or
(c) a combination of 50% in cash and 50% in New Pacific
shares (the "Combined Election").
The Offer for the Tagish Shares
represented under the Share Election represents a premium of 56% over Tagish's
closing share price on July 2, 2010, (the last trading day before the
announcement of the intended offer) and a 50% premium to Tagish's 20-day, and
year to date volume-weighted average closing price ("VWAP") on the TSX Venture
Exchange ("TSXV"). Due to the rise in New Pacific's share price from $0.76 as at
July 2, 2010, to its current $1.05 per share, Tagish Lake shareholders who
deposit their shares under the Share Election, will receive New Pacific shares
with an effective value of $0.0863 per share - a 115.75%
premium over the $0.04 per share Tagish Lake shares were trading at
immediately prior to the New Pacific Offer.
The New Pacific Offer is
open for acceptance until 8:00 pm (Vancouver time) on September 2, 2010 unless
it is extended or withdrawn. The New Pacific Offer, and the offer to Unsecured
Creditors, is subject to certain customary conditions including: a minimum
tender threshold of 66 2/3% of the Tagish shares, receipt of all required
regulatory approvals and third-party consents, the absence of any material
adverse change in Tagish; the absence of certain prohibited activities on the
part of Tagish (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's public disclosure. Tagish
shareholders and holders of Tagish Debt are urged to review the New Pacific
Offer and offering circular and other documents filed by New Pacific and to
tender their Shares and Debt to the New Pacific Offer.
Investors may obtain a free copy of the Circular and
other documents filed by New Pacific with the Canadian securities regulators at www.sedar.com. The Circular and
other documents may also be obtained for free from New Pacific's website or by
directing a request to New Pacific's investor relations department by telephone
at 1-888-224-1881, fax 604-669-9387 or e-mail [email protected] or by
contacting the Information Agent, Kingsdale Shareholder Services
Inc., toll free at 1-888-518-6812.
Secured and
Unsecured Creditors of Tagish Lake may obtain more information by
contacting New Pacific at the above phone numbers, or by email to: [email protected]
About
New Pacific Metals Corp.
New Pacific Metals Corp. is an
exploration stage company engaged in the acquisition and exploration of mineral
properties. The Company is actively seeking out acquisition projects in China
and other jurisdictions, while exploring for gold-poly-metallic projects in
China.
For Further Information:
New Pacific Metals Corp.
Investor Relations
Phone: +1 (604) 633-1368
Fax: +1 (604)
669-9387
Email: [email protected]
Website: www.newpacificmetals.com
Forward Looking
Information
This news release may contain forward looking
statements, being statements which are not historical facts, including, without
limitation, statements regarding the proposed acquisition of Tagish Lake common
shares by New Pacific, the offer to pay out the secured and unsecured creditors
,and discussion of future plans and objectives. There can be no assurance that
such statements will prove accurate. Such statements are necessarily based on a
number of estimates and assumptions that are subject to numerous risks and
uncertainties that could cause actual results and future events to differ
materially from those anticipated or projected. New Pacific Metals disclaims any
intention or obligations to revise or update such statements. The following
factors, among others, could cause actual results or developments to differ
materially from the results or developments expressed or implied by forward
looking statements: New Pacific cannot determine the number of Tagish Lake
shareholders who may accept New Pacific's Offer; New Pacific may not succeed in
acquiring 66 2/3% of the outstanding Tagish Lake shares (on a fully -diluted
basis); If the Offer is successful, New Pacific may not be successful in
assisting Tagish Lake to obtain, and Tagish Lake may not obtain, the regulatory
and other approvals and financing required to develop the Skukum mineral
district; Tagish Lake may not be successful in developing the Skukum mineral
district.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the release.