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SERVICES OR DISSEMINATION IN THE UNITED
STATES./
CALGARY, Dec. 4, 2018 /CNW/ - Yellowhead Mining Inc.
("Yellowhead" or the "Company") (TSX-V: YMI), announced that it
has entered into an arrangement agreement (the "Arrangement
Agreement") with Taseko Mines Limited (TSX:TKO; NYSE AMERICAN:TGB)
("Taseko") pursuant to which Taseko will acquire all the issued and
outstanding common shares of Yellowhead ("Yellowhead Shares") in
consideration for Taseko issuing 1.1484 common shares of Taseko
(each, a "Taseko Share") for each Yellowhead Share, by way of a
statutory plan of arrangement under the British Columbia Business Corporations
Act (the "Arrangement"). The price per
Yellowhead Share implies an aggregate fully diluted equity value
for Yellowhead of approximately $15.1
million.
Yellowhead intends to call a special meeting of its shareholders
to be held in January 2019 to
consider the Arrangement (the "Special Meeting").
Transaction Highlights
- The purchase price per Yellowhead Shares represents a 150%
premium to Yellowhead's closing share price of $0.40 on December 3,
3018; a 190% premium to the volume weighted average price of
Yellowhead's shares over the last 10 trading days; and a 306%
premium to the volume weighted average price of Yellowhead's shares
over the last 30 trading days.
- Yellowhead's Board of Directors and a special committee
consisting of the independent directors of Yellowhead (the "Special
Committee") have unanimously recommended that shareholders vote in
favour of the transaction.
- Yellowhead is permitted to terminate the Arrangement Agreement
in certain circumstances, including to allow the Board of Directors
to accept a superior proposal subject to certain conditions,
including Taseko's "right to match" and the payment of a
termination fee of $1 million.
- Completion of the Arrangement is subject to customary closing
conditions, including approval of Yellowhead's shareholders and
court approval, and is expected to close in February 2019.
Greg Hawkins, Chairman of the
Board of Directors of Yellowhead and Chairman of the Independent
Special Committee stated "We are excited to bring Taseko's
experience and resources to the continuing development of the
Harper Creek Project. We thank the shareholders of Yellowhead
for their continued and long-standing support and look forward to
participating in the growth of Yellowhead's investments through the
continued growth of Taseko."
Arrangement Details
The transaction will be implemented by way of the Arrangement
under the Business Corporations Act (British Columbia). The implementation of
the Arrangement is subject to approval by the shareholders of
Yellowhead at a special meeting (the "Special Meeting"), which is
expected to be held in January 2019. The Arrangement will
require the approval at the Special Meeting of 66 2/3% of all votes
cast by shareholders of Yellowhead and a majority of all votes cast
by the shareholders of Yellowhead after excluding votes of Taseko
and any other persons whose votes must be excluded in accordance
with Multilateral Instrument 61-101. The Arrangement is also
subject to the approval of the British Columbia Supreme Court and
certain closing conditions customary for a transaction of this
nature. The approval of shareholders of Taseko is not required in
connection with the Arrangement.
The Arrangement has been reviewed by the Special Committee of
Yellowhead and has been unanimously approved by the Board of
Directors of Yellowhead following the unanimous recommendation of
the Special Committee. The Board of Directors has also
unanimously determined that the transaction is fair to its
shareholders, and that it is in the best interests of Yellowhead
and unanimously recommends that the shareholders of Yellowhead vote
in favour of the transaction. The Board of Directors has received a
fairness opinion from Evans & Evans, Inc. to the effect that
the consideration payable under the Arrangement is fair, from a
financial point of view, to the shareholders of Yellowhead.
Each of Matco Investments Inc., holding approximately 45.52% of
the outstanding Yellowhead Shares, and Greg
Hawkins, Chairman of Yellowhead holding approximately 7.21%
of the outstanding Yellowhead Shares, have entered into voting
agreements with Taseko whereby they have agreed to, among other
things, vote their securities in favour of the Arrangement.
About Yellowhead Mining Inc.
Yellowhead Mining Inc. is a development stage company with a
100% interest in Harper Creek,
located in the North Thompson -
Nicola region of British Columbia,
Canada.
About the Harper Creek Project
Harper Creek is a proposed 70,000
tonnes-per-day open pit copper mine with a 28 year mine life,
located in the Thompson – Nicola
region of British Columbia near
Vavenby. If developed, Harper
Creek would provide up to 600 jobs during construction and
up to 450 permanent jobs during operations.
Forward Looking Statements
Except for statements of
historical fact, this news release contains certain
"forward-looking information" within the meaning of applicable
securities laws. Forward-looking information is frequently
characterized by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate" and other similar
words, or statements that certain events or conditions "may" or
"will" occur. Forward-looking statements are based on the opinions
and estimates of management at the date the statements are made,
and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ
materially from those anticipated in the forward-looking
statements, including, among others, details of the Arrangement,
the timing for holding the Special Meeting and completion of the
Arrangement and expected outcomes, the accuracy of mineral grades
and related assumptions, inherent operating risks, planned
expenditures, proposed exploration and development at the Harper
Creek Project, operating and economic aspects of the Harper Creek
Project, as well as those risk factors identified in the Company's
continuous disclosure documents filed under the Company's SEDAR
profile. Yellowhead undertakes no obligation to update
forward-looking information if circumstances or management's
estimates or opinions should change except as required by law. The
reader is cautioned not to place undue reliance on forward-looking
statements. More detailed information about potential factors that
could affect projected results is included in the documents filed
from time to time with the Canadian securities regulatory
authorities by Yellowhead.
SOURCE Yellowhead Mining Inc.