Vancouver, British Columbia (August 26, 2010) – New Pacific Metals Corp. (TSXV: “NUX.V”) (“New Pacific”), announces that it will file with the applicable securities regulators and will commence mailing an additional Notice of Change (the “Notice of Change”) to the holders of outstanding common shares and debt of Tagish Lake Gold Corp. (“Tagish Lake”) in connection with the take-over bid by New Pacific for all of the outstanding common shares and the offer to purchase all the debt of Tagish Lake (the “Offer”). The Notice of Change modifies the Offer to Purchase and accompanying take-over bid circular dated July 21, 2010 (the “Circular”), the Notice of Change dated July 27, 2010 and the Notice of Change dated August 20, 2010 to:
1) increase New Pacific’s offer for each common share of Tagish Lake (“Tagish Shares”) to:
(a) $0.09 in cash; or
(b) 0.1233 of a common share of New Pacific (a “New Pacific Share”); or
(c) a combination of 50% in cash and 50% in New Pacific Shares.
2) extend the expiry time of the Offer from 5:00 p.m. (EST) on September 2, 2010 to 5:00 p.m. (EST) on September 15, 2010;
3) reduce the minimum tender condition under the offer for the Tagish Shares from 66⅔% to 50.1% of the total outstanding Tagish Shares; and
4) provide certain additional information about New Pacific and the Offer.
If Tagish Lake shareholders elect to take 100% in cash, the enhanced $0.09 cash offer represents:
(a) a premium of approximately 125% over the $0.04 closing price of the Tagish Shares on the TSXV on July 2, 2010, the last trading day prior to the July 5, 2010 announcement of New Pacific’s intention to make the Offer; and
(b) a premium of approximately 125% over the $0.04 volume weighted average price of the Tagish Lake Shares on the TSXV for the year to date ended August 25, 2010.
If Tagish Lake shareholders elect to take 50% in cash and 50% in New Pacific Shares, based on the $1.08 closing price of the New Pacific Shares on August 25, 2010, the implied offer for Tagish Lake share is approximately $0.11 which represents:
(a) a premium of approximately 175% over the $0.04 closing price of the Tagish Lake Shares on July 2, 2010; and
(b) a premium of approximately 175% over the $0.04 volume weighted average price of the Tagish Lake Shares on the TSXV for the year to date ended August 25, 2010.
If Tagish Lake shareholders elect to take 100% in New Pacific Shares, based on the $1.08 closing price of the New Pacific Shares on August 25, 2010, the implied offer for Tagish Lake share is approximately $0.13 which represents:
(a) a premium of approximately 225% over the $0.04 closing price of the Tagish Lake Shares on July 2, 2010; and
(b) a premium of approximately 225% over the $0.04 volume weighted average price of the Tagish Lake Shares on the TSXV for the year to date ended August 25, 2010.
New Pacific notes that Tagish Lake has also received a proposal for an alternate transaction (the “YSM Proposal”) from its largest shareholder and largest creditor, YS Mining Company Inc. (“YS Mining”) and YS Mining’s two shareholders, Yukon-Nevada Gold Corp. and Northwest Nonferrous International Investment Company Limited. In this proposal there are no monetary terms for Tagish shareholders to consider or evaluate, and as such, this proposal is meaningless.
The New Pacific Offer represents the only current transaction that can be accepted by the holders of the shares and debt of Tagish Lake. There can be no assurance as to the availability of another acceptable liquidity opportunity for securityholders of Tagish Lake if the Offer is not successful.
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 firstname.lastname@example.org 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@example.com
About New Pacific Metals Corp.
New Pacific is engaged in the exploration and development of mineral resources and gold-poly-metallic projects in China and other jurisdictions. New Pacific has extensive experience in implementing high grade resource development projects. For more information about New Pacific, visit the company’s website at 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 50.1% 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.