TORONTO, Sept. 2, 2015 /CNW/ - Temex Resources Corp.
("Temex" or the "Company") (TSX-V: TME, FWB: TQ1) is
pleased to announce that it has been advised that both of the
leading independent proxy advisory firms, Institutional Shareholder
Services Inc. ("ISS") and Glass, Lewis & Co., LLC
("Glass Lewis") have recommended that shareholders support
Temex's proposed plan of arrangement (the "Arrangement") at
the annual and special meeting of shareholders of Temex scheduled
for September 14, 2015 and vote
FOR the Arrangement resolution. Under the Arrangement,
holders of Temex common shares will receive, in respect of each
Temex share that they hold, 0.105 of a common share of Lake Shore
Gold Corp. ("Lake Shore Gold").
Temex is advised that ISS recommended that shareholders vote
FOR the Arrangement resolution for a number of reasons
including, the significant premium offered to Temex shareholders
and the absence of substantial governance concerns under the
Arrangement, in addition to the favourable market reaction to the
Arrangement.
In addition to the significant premium to Temex's share price
represented by the Arrangement, Temex has also been advised that
Glass Lewis recommended that Temex shareholders vote FOR the
Arrangement resolution given the Arrangement does not deviate from
standard industry practice and reasonably reflects current market
conditions, and provides Temex shareholders with a compelling
opportunity to convert their equity into equity of a larger, more
diverse and better capitalized mining entity.
"We believe there are strong synergies between Temex and Lake
Shore Gold and the combination of Temex with Lake Shore Gold would
create a leading and focused gold exploration and development
company based in the Timmins Gold Camp and within northeastern
Ontario. Lake Shore Gold has ample
capital and resources to rapidly advance their exploration stage
portfolio to which our Whitney and Juby projects add substantial
upside. We also believe that this combination benefits strongly
from Lake Shore Gold's exploration and development experience in
the Timmins Gold Camp, along with their global capital markets
reach and being backed by some of the strongest financial
institutions in our industry", said Ian
Campbell, President and CEO of
Temex.
Tony Makuch, President and CEO of
Lake Shore Gold, commented "Our proposed acquisition of Temex
provides an attractive opportunity to increase our asset base in
the Timmins Camp. The transaction is very complementary to our
ongoing efforts to sustain and extend our current operations in
Timmins and aggressively advance
our very exciting organic growth opportunities in the
area."
Temex encourages all shareholders to read the Company's
information circular that was mailed to shareholders of record as
of July 16, 2015 and is available on
SEDAR at www.sedar.com. The information circular contains a
detailed description of the Arrangement, among other matters.
Temex's board unanimously recommends that Temex shareholders
vote FOR the Arrangement at the annual and special meeting of Temex
shareholders.
Temex shareholders are reminded to vote before
the proxy cut-off time of 10:00 a.m.
(Toronto Time) on Thursday, September 10,
2015.
If you require any assistance in completing your proxy, please
consult Temex's proxy solicitor, Kingsdale Shareholder Services
("Kingsdale") by telephone at 1-866-581-1571 toll-free in
North America or call collect at
416-867-2272 outside of North
America or by e-mail at
contactus@kingsdaleshareholder.com.
About ISS
ISS is the world's leading provider of
corporate governance solutions to the global financial community.
More than 1,700 institutional clients rely on the expertise of ISS
to help them make more informed investment decisions on behalf of
their shareholders.
About Glass Lewis
Glass Lewis is a leading provider
of governance services that support engagement among institutional
investors and corporations through its research, proxy vote
management and technology platforms. Glass Lewis empowers
institutional investors to make sound voting decisions at more than
20,000 meetings a year by uncovering and assessing governance,
business, legal, political and accounting risks at issuers
domiciled in 100 countries.
Cautionary Note Regarding Forward-Looking
Information
This press release contains forward-looking
information which is not comprised of historical facts.
Forward-looking information involves risks, uncertainties and other
factors that could cause actual events, results, performance and
opportunities to differ materially from those expressed or implied
by such forward-looking information. Forward-looking information
contained or referred to in this press release includes, but may
not be limited to, the completion and expected timing of the
Arrangement, the timing of the Temex shareholder meeting (the
"Meeting") and the anticipated benefits of the Arrangement to Temex
shareholders.
Factors that could cause actual results to differ materially
from those described in such forward-looking information include,
but are not limited to, risks related to the Company's or Lake
Shore Gold's inability to satisfy a condition precedent to the
completion of the Arrangement (including obtaining the requisite
shareholder approval at the Meeting and the necessary regulatory
approvals), other risks related to the completion of the
Arrangement and risks related to the inability of each of the
Company and Lake Shore Gold to perform its respective obligations
under the arrangement agreement in respect of the Arrangement (the
"Lake Shore Gold Arrangement Agreement") as well as certain other
risks set out in the Company's public documents, including its
management's discussion and analysis dated May 31, 2015, filed under the Company's profile
on SEDAR at www.sedar.com.
The forward-looking information in this press release
reflects the current expectations, assumptions and/or beliefs of
the Company based on information currently available to the
Company. In connection with the forward-looking information
contained in this press release, the Company has made assumptions
about: the Company's business, Lake Shore Gold's business, the
economy and the Company's and Lake Shore Gold's industry in
general, Lake Shore Gold's ability to complete the Arrangement and
to perform its obligations under the Lake Shore Gold Arrangement
Agreement, and Lake Shore Gold's capital, resources and willingness
to rapidly advance their exploration stage portfolio. The Company
has also assumed that no significant events occur outside of the
Company's or Lake Shore Gold's normal course of business. Although
the Company believes that the assumptions inherent in the
forward-looking information are reasonable, forward-looking
information is not a guarantee of future performance and
accordingly undue reliance should not be put on such information
due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on
which it is made and, except as may be required by applicable
securities laws, the Company disclaims any intent or obligation to
update any forward-looking information, whether as a result of new
information, future events or results or otherwise.
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.