TORONTO, July 16, 2015 /CNW/ - Temex Resources Corp.
("Temex" or "the Company") announces that it has
received a proposal from Lake Shore Gold Corp. ("Lake Shore
Gold") to acquire all of the outstanding common shares in the
capital of the Company by way of a court-approved plan of
arrangement (the "Lake Shore Proposal"). The board of
directors of Temex (the "Temex Board") has determined, after
receiving a recommendation to such effect from its Special
Committee and the advice of the financial and legal advisors to the
Company, that the Lake Shore Proposal is a "Superior Proposal" as
defined in the arrangement agreement between Temex and Oban Mining
Corporation ("Oban") announced on June 29, 2015 ("the Oban Arrangement
Agreement"). Temex has provided notice of such determination to
Oban.
Under the Lake Shore Proposal, each Temex shareholder would
receive, in exchange for each Temex Share held, 0.105 of a common
share in the capital of Lake Shore (a "Lake Shore Share")
having a value of $0.13 based on the
closing price of Lake Shore Gold's shares on the TSX on
July 15, 2015.
The consideration that would be received by Temex shareholders
if the Lake Shore Proposal is implemented by Temex represents a
premium of 106% to the 15-day volume weighted average trading price
of the Temex common shares on the TSX Venture Exchange prior to the
announcement by Temex that it had entered into a binding letter
agreement with Oban on June 9, 2015
based on the closing price of Lake Shore Gold's shares on the TSX
on July 15, 2015. The Lake Shore
Proposal is not subject to any financing condition or any due
diligence and/or access condition, and is not subject to the
approval of Lake Shore Gold shareholders. The Lake Shore Proposal
includes a break fee of $1.0 million
payable to Lake Shore Gold in certain circumstances.
Pursuant to the provisions of the Oban Arrangement Agreement,
Oban has a period of ten business days (the "Oban Match
Period") to match the Lake Shore Proposal. The Oban Match
Period expires on July 30, 2015.
If, within the Oban Match Period, Oban offers to amend the Oban
Arrangement Agreement such that the Temex Board determines that the
Lake Shore Proposal is no longer a "Superior Proposal" (as defined
in the Oban Arrangement Agreement), Temex will be required to enter
into an amendment to the Oban Arrangement Agreement and implement
the amended agreement. In that circumstance, no agreement will be
entered into between Temex and Lake Shore Gold with respect to the
Lake Shore Proposal.
If, within the Oban Match Period, Oban does not offer to amend
the Oban Arrangement Agreement, or if the Lake Shore Proposal
continues to be superior to an amended transaction proposed by
Oban, Temex may: (i) terminate the Oban Arrangement Agreement; (ii)
pay Oban the agreed termination payment of $691,856 under the Oban Arrangement Agreement;
and (iii) enter into an agreement with Lake Shore Gold to complete
a transaction on the terms proposed by it. In that event, the
agreement with Lake Shore Gold would require the directors and
officers of Temex to enter into lock-up agreements with respect to
the transaction with Lake Shore Gold on substantially the same
terms as the agreements entered into under the Oban Arrangement
Agreement pursuant to which, among other things, they would agree
to vote their Temex common shares in favour of the Lake Shore
Proposal at a meeting of shareholders of Temex to be called to
consider such transaction.
At this time, no agreement has been entered into between Temex
and Lake Shore Gold in respect of the Lake Shore Proposal.
Accordingly, there can be no assurance that Temex will enter into a
binding agreement in respect of the Lake Shore Proposal, or that
the Lake Shore Proposal will be effected. Temex will issue further
news releases providing additional information as developments
warrant, including information with respect to any changes to the
meeting of Temex shareholders currently scheduled for August 20, 2015.
Advisors to Temex
GMP Securities L.P. is acting as
financial advisor to Temex and Norton Rose Fulbright Canada LLP is
acting as legal advisor.
About Lake Shore Gold
Lake Shore Gold is a
Canadian-based gold producer with operations based in the Timmins
Gold Camp of Northern Ontario.
Lake Shore Gold produces gold from two mines, Timmins West and Bell
Creek, with material being delivered for processing to the
Bell Creek Mill. In addition to current mining and milling
operations, Lake Shore Gold also has a number of highly prospective
projects and exploration targets, all located in and around the
Timmins Camp. Lake Shore Gold's common shares trade on the TSX and
NYSE MKT under the symbol LSG.
Ian Campbell, P.Geo., President
and CEO and Karen Rees, P.Geo., Vice
President, Exploration and Corporate Secretary of Temex Resources
Corp., are the designated qualified persons responsible for the
preparation of this news release.
About Temex Resources Corp.
Temex is a Canadian based
exploration company focusing on its portfolio of precious metals
properties in the world class mining district of northeastern
Ontario. Temex is advancing the Timmins Whitney Gold Project,
in partnership with Goldcorp Canada Ltd., and exploring its 100%
owned Juby Gold Project.
The Whitney Property has a NI 43-101 resources on the Upper
Whitney of 0.97 million tonnes at a grade of 7.02 g/t gold for
218,100 ounces of gold in the Measured category plus 2.3 million
tonnes at a grade of 6.77 g/t gold for 490,500 ounces of gold in
the Indicated category and 1.0 million tonnes at a grade of 5.34
g/t gold for 170,700 ounces of gold in the Inferred category at a
cut-off grade of 3.0 g/t gold (Note 1).
The Juby Gold Project has NI 43-101 resources of 26.6 million
tonnes at a grade of 1.28 g/t gold for 1,090,400 ounces of gold in
the Indicated category and 96.2 million tonnes at a grade of 0.94
g/t gold for 2,908,800 ounces of gold in the Inferred category,
both at a cut-off grade of 0.40 g/t gold (Note 2).
Temex also has a NI 43-101 resource for tailings material on its
Gowganda Silver Project. The tailings piles contain a NI
43-101 resource of 1.94 million tonnes grading 47.5 g/t silver for
a contained resource of 2.96 million ounces of silver in the
Indicated category (Note 3).
Notes:
- Information regarding the mineral resource estimate on the
Upper Whitney is in the Company's news release dated January 14, 2014 and the technical report filed
on SEDAR on February 27, 2014.
The Mineral Resource Statement was prepared for Temex by P&E
Mining Consultants Inc. of Brampton,
Ontario in accordance with NI 43-101 by Richard Sutcliffe, PhD, P.Geo., Eugene Puritch, P.Eng., David Burga, P.Geo., Yungang Wu, P.Geo.,
Tracy Armstrong, P.Geo., and
Antoine Yassa, P.Geo., "independent
qualified persons" as defined by NI 43-101.
- Information regarding the mineral resource estimate on the Juby
Gold Project is in the Company's news releases dated April 29, 2013 and January
15, 2014 and the technical report filed on SEDAR
February 26, 2014. The Mineral
Resource Statement was prepared for Temex by GeoVector Management
Inc., Ottawa, Ontario in
accordance with NI 43-101 by Joe Campbell,
BSc, P.Geo., Alan Sexton,
MSc, P.Geo., and Duncan Studd, MSc,
P.Geo., "independent qualified persons" as defined by NI
43-101.
- Information regarding the mineral resource estimate in the
tailings piles located on the Gowganda Silver Project is in the
Company's news release dated June 8,
2011 and the technical report filed on SEDAR July 21, 2011. The Mineral Resource
Statement was prepared for Temex by GeoVector Management Inc.,
Ottawa, Ontario in accordance with
NI 43-101 by Allan Armitage, PhD,
P.Geol., Alan Sexton, MSc, P.Geo.,
and Joe Campbell, BSc, P.Geo.,
"independent qualified persons" as defined by NI 43-101.
Cautionary Note Regarding Forward-Looking
Information
Except for the statements of historical fact, this news
release contains "forward-looking information" within the meaning
of the applicable Canadian securities legislation that is based on
expectations, estimates and projections as at the date of this news
release. The information in this news release about the Lake Shore
Proposal, the Oban Arrangement Agreement, the proposed transactions
described herein, and other forward-looking information includes
but is not limited to information concerning: the intentions, plans
and future actions of the companies participating in the proposed
transactions described herein (collectively the "Participating
Companies") and other information that is not historical
facts.
Any statements that involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
information and are intended to identify forward-looking
information.
This forward-looking information is based on reasonable
assumptions and estimates of management of the Participating
Companies, at the time it was made, involves known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Participating Companies
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
information. Such factors include, among others, risks relating to
the completion of the proposed transactions described herein; risks
relating to property interests; the global economic climate; metal
prices; dilution; environmental risks; and community and
non-governmental actions. Although the forward-looking information
contained in this news release is based upon what management
believes, or believed at the time, to be reasonable assumptions,
the Participating Companies cannot assure shareholders and
prospective purchasers that actual results will be consistent with
such forward-looking information, as there may be other factors
that cause results not to be as anticipated, estimated or intended,
and neither the Participating Companies nor any other person
assumes responsibility for the accuracy and completeness of any
such forward-looking information. The Participating Companies do
not undertake, and assumes no obligation, to update or revise any
such forward-looking statements or forward-looking information
contained herein to reflect new events or circumstances, except as
may be required by law.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE Temex Resources Corp.