So jetzt kanns weitergehen:
Hallo
Lake shoreianer.
Ich bin der Neue und begrüße alle Lake shore shareholder.
Heute wurde bekannt gegeben, dass es ein Agreement zwischen WTM und
LSG gibt, welches wie folgt aussieht.
Lake Shore Gold Corp. (TSX:LSG) ("Lake Shore Gold" or the
"Company") and West Timmins Mining Inc. (TSX:WTM) ("West Timmins")
today announced that they have signed a definitive business
combination agreement under which Lake Shore Gold has agreed to
acquire all of the outstanding common shares of West Timmins. The
business combination will create the new large-scale, wholly-owned
Timmins West Gold Mine Complex on the western Timmins mining trend,
an extension of the world-class Timmins mining trend where
approximately 70 million ounces of gold have been produced over the
last century. The Timmins West Gold Mine Complex will consist of
the Company's adjacent 100%-owned Timmins Mine, with existing mine
infrastructure, the Thunder Creek Joint Venture ("Thunder Creek"),
where high-grade intercepts have been reported within 800 metres of
the Timmins shaft, and an extensive land package of adjacent
exploration properties, giving Lake Shore Gold a dominant position
in this highly prospective area.
Under terms of the agreement announced today:
- West Timmins shareholders will receive 0.73 of a Lake Shore Gold
share per West Timmins share
- Pro forma the transaction, Lake Shore Gold will be owned 67% by
current Lake Shore Gold shareholders and 33% by current West
Timmins shareholders
- The transaction values West Timmins at approximately C$319
million based on current shares outstanding
- Three of 13 seats of the Lake Shore Gold Board will go to West
Timmins
- Transaction was unanimously approved by the Boards of both
companies, with the commitment of votes representing 5.3% of West
Timmins common shares having been secured
- Transaction to be completed by way of a court-approved plan of
arrangement
Tony Makuch, President and CEO of Lake Shore Gold, commented: "This
is an exciting time for the shareholders of both Lake Shore Gold
and West Timmins as we take a very important step towards building
Canada's next mid-tier gold producer. Through this combination we
are creating a dominant land position which covers about 130 square
kilometers along the Timmins gold structure west of the Mattagami
River Fault, where the geologic setting is very similar to the
geology of past producing mines in Timmins. The discoveries at
Timmins Mine and Thunder Creek confirm the exploration potential of
this large land package and suggest that the potential for
additional discoveries is excellent. We are also consolidating
Thunder Creek and the Timmins Mine into one property, creating a
wholly-owned mining complex with the potential for large-scale,
long-life operations, well beyond what was originally envisioned at
the Timmins Mine. We can also potentially expedite production from
Thunder Creek by at least three years, and realize significant
synergies, through the use of the Timmins Mine infrastructure,
permits, closure plans, management and workforce. We may also
realize the reserve and resource scale to justify a dedicated mill,
providing the potential for further synergies."
Lake Shore Gold and West Timmins currently own 60% and 40% of
Thunder Creek, respectively, with Lake Shore Gold's other Timmins
assets comprised of projects nearing production, including the
100%-owned Timmins Mine and Bell Creek Complex (Bell Creek Mill and
Mine and Vogel and Schumacher Properties). Lake Shore Gold is the
operator of Thunder Creek. In addition to its 40% interest in
Thunder Creek, West Timmins has approximately 120 square kilometres
of prospective wholly-owned exploration property in close proximity
to Thunder Creek. Among these properties are the Thorne Property,
with a near 450,000 ounce inferred resource and recent encouraging
drill results including 11.15 gpt over 7.30 metres on July 6, 2009,
and the 144 Property, with 4.0 kilometres of the same
volcanic/ultramafic, intrusive/sedimentary contact which hosts the
Timmins and Thunder Creek deposits. In Mexico, West Timmins owns
100% of the high-grade Lluvia de Oro gold-silver and Montana de Oro
projects.
Darin Wagner, President of West Timmins said: "This merger allows
our shareholders to rapidly transition from an exploration to a
near-term production scenario and still participate in the
exploration upside of the combined assets of the two companies
moving forward. The marriage of Thunder Creek with the Timmins Mine
infrastructure, the Bell Creek Complex and the exploration
potential of our assets in Timmins are all a natural fit. Through
this transaction we reduce our effective interest in the Thunder
Creek joint venture from 40% to 33%, in the combined company, and
in doing so we add a significant interest in the Timmins Mine, the
Bell Creek Complex and additional exploration potential. This
business combination will allow for a rapid pace of development at
Thunder Creek which provides an excellent opportunity to
significantly increase the resource base and future production
profile of the new company. The Board of Directors of West Timmins
recommends that shareholders vote in favour of the transaction and
the creation of a new aggressive, growth focused gold company."
Mr. Makuch added: "Once the transaction has been completed, we plan
to commence an aggressive underground advanced exploration program
at Thunder Creek, accessing mineralization at the 240 metre level
(where results have included 24.61gpt over 7.0 metres) from the
Timmins Mine ramp and deeper mineralization at the 650 metre level
(where results have included 12.75gpt over 83.4 metres) from the
Timmins Mine shaft. Based on our current schedule, we expect to be
into the Thunder Creek mineralization by the fourth quarter of 2010
and to be bulk sampling before the end of the year. The Timmins
Mine shaft has been designed to support a much larger operation
than originally envisioned in the pre-feasibility study. We are
also considering deepening the shaft from 710 metres to 1,200
metres. Furthermore, over the next year we will be deciding whether
to undertake an expansion of our wholly-owned Bell Creek Mill from
1,500 tonnes per day currently to 3,000 tonnes per day, or to
construct a new, stand-alone mill west of Timmins to process ore
from our Timmins West Gold Mine Complex. We have made excellent
progress with our growth plans to date, and by completing this
transaction have taken another important step towards becoming
Canada's next mid-tier gold producer."
Benefits to Lake Shore Gold Shareholders
- Creates new wholly-owned Timmins West Gold Mine Complex
- Establishes dominant land position covering approximately 130
square kilometers along western extension of Timmins mine trend
- Unlocks significant synergies for development of Thunder Creek
through use of Timmins Mine infrastructure, permits, closure plans,
management and workforce - potentially expedites development by
three years
- Creates portfolio of quality exploration assets in Timmins, along
Casa Berardi fault and in Mexico
- Delivers value to both current and new shareholders of the
company
- Strong balance sheet, debt-free, and approximately C$115 million
in pro forma cash
Benefits to West Timmins Shareholders
- Provides West Timmins shareholders with near-term gold production
potential on multiple fronts
- All-share transaction allows West Timmins shareholders to
continue to participate in the exploration upside of a major land
position in a rapidly evolving gold district
- Provides for significant synergies in exploring and developing
Thunder Creek using Timmins Mine infrastructure
- Leverages Lake Shore Gold's highly experienced and successful
exploration and mine development team
- Provides for participation in cash flows from producing assets
with strong, diversified asset base
Summary of Transaction
The proposed business combination between West Timmins and Lake
Shore Gold is expected to be completed by way of a court approved
plan of arrangement whereby each West Timmins common share will be
exchanged for 0.73 of a Lake Shore Gold share and West Timmins will
become a wholly-owned subsidiary of Lake Shore Gold. The number of
Lake Shore Gold shares received upon exercise, and the exercise
price, of West Timmins' outstanding options and warrants will be
adjusted proportionately to reflect the share exchange ratio. After
giving effect to the transaction, current West Timmins shareholders
will own approximately 33% of Lake Shore Gold (calculated on a
fully-diluted basis). The transaction will be subject to the
approval of holders of not less than 66 2/3% of the West Timmins
common shares voted at a special meeting of shareholders that will
be called to approve the transaction. Full details of the
transaction will be included in the Management Information Circular
to be filed with the regulatory authorities and mailed to West
Timmins shareholders in accordance with applicable securities
laws.
A Special Committee comprised of independent members of West
Timmins' Board was formed to consider the transaction. At meetings
of the Special Committee and Board of Directors of West Timmins
held after the close of markets on August 26, 2009, RBC Capital
Markets delivered an oral fairness opinion to the effect that as of
the date thereof the consideration to be received under the
transaction is fair from a financial point of view to the
shareholders of West Timmins. The West Timmins directors and
officers have also agreed to vote their shares in favour of the
transaction under the terms of an agreement with Lake Shore
Gold.
The definitive business combination agreement entered into in
connection with the transaction includes a commitment by West
Timmins not to solicit or initiate discussions concerning
alternative transactions to the proposed transaction. If the
transaction is not completed, West Timmins has agreed to pay a
termination fee to Lake Shore Gold, under certain circumstances, of
C$9 million. West Timmins has also provided Lake Shore Gold with
certain other customary rights, including a right to match
competing offers.
The transaction is subject to customary closing conditions
including receipt of all necessary court and regulatory approvals,
including the approval of the Toronto Stock Exchange. The West
Timmins shareholder meeting is expected to be held on or before
November 9, 2009 and the transaction is expected to close shortly
thereafter.
Management Team and Board of Directors
Tony Makuch, President & CEO of Lake Shore Gold will continue
to act in his current role within the new company. The Board of
Directors of Lake Shore Gold will be comprised of 13 members, 10
from the Board of Lake Shore Gold and 3 from the Board of West
Timmins.
Advisors and Counsel
Lake Shore Gold's financial advisor is BMO Capital Markets and its
legal counsel is Cassels Brock & Blackwell LLP. The financial
advisor to West Timmins' Special Committee is RBC Capital Markets
and its legal counsel is Davies Ward Phillips & Vineberg LLP.
Legal counsel to West Timmins is Gowling Lafleur Henderson LLP. In
addition, West Timmins retained Roscoe Postle Associates Inc. as an
advisor.
Conference Call
A conference call will be held on August 27, 2009 at 1pm EDT to
discuss this transaction. To listen to this conference call, please
dial:
Local access: 416-641-2140 or 800-766-6630
A webcast will also be available at Lake Shore Gold's website:
www.lsgold.com
For more information see www.westtimminsmining.com
The call will be recorded and can be played back by dialing:
Local access: 416-695-5800 or 800-408-3053
Passcode: 6615122
The webcast will also be available for replay at www.lsgold.com