Vancouver, British Columbia (September 27, 2010) â€” New Pacific Metals Corp. (TSXV: “NUX.V”) (“New Pacific”), wishes to remind the shareholders and debtholders of Tagish Lake Gold Corp. (“Tagish Lake”) that the take-over bid by New Pacific for all of the outstanding common shares (“Tagish Shares”) and the offer to purchase all the debt of Tagish Lake (together, the “Offer”) will expire at 11:59 p.m. (EST) today, September 27, 2010. New Pacific has taken up (or already owned) 76,106,723 Tagish Shares, representing approximately 53.2% of the issued and outstanding Tagish Shares.
New Pacific notes that on September 23, 2010, the board of directors of Tagish Lake (the “Tagish Board”) issued a directors’ circular and notice of change recommending that Tagish Lake shareholders accept the Offer and reject the take-over bid made by YS Mining Company Inc. (“YS Mining”) to acquire all of the Tagish Shares and debt of Tagish Lake dated September 8, 2010. YS Mining subsequently announced the withdrawal of its offer on September 24, 2010.
The Tagish Board’s stated reasons for recommending acceptance of the Offer include:
â€� New Pacific has taken up (or already owned) approximately 53.2% of the issued and outstanding Tagish Shares.
â€� The fairness opinion prepared by Evans & Evans, Inc. in connection with the Offer concludes that, subject to the matters stated therein, as at July 27, 2010 the consideration to be paid for the Tagish Shares under the initial terms of the Offer is fair from a financial point of view to Tagish shareholders. The consideration to be paid for the Tagish Shares under the current Offer is greater than the consideration to be paid for the Tagish Shares under the initial Offer.
â€� Tagish Lake has commenced proceedings under the Companies’ Creditors Arrangement Act (“CCAA”) and needs funds to pay its creditors. Tagish Lake’s cash on hand is only sufficient to enable Tagish Lake to continue operations until late September, 2010. If Tagish Lake does not emerge from CCAA protection, it will likely face receivership or bankruptcy proceedings, either of which will lead to the liquidation of Tagish Lake’s assets.
â€� At present, the Offer is the only offer for the Tagish Shares and debt that will be successful if accepted by securityholders of Tagish Lake.
â€� There can be no assurance as to the availability of any acceptable liquidity opportunity for the securityholders of Tagish Lake if the Offer is not successful.
New Pacific’s offer per Tagish Share is:
(a) $0.10 in cash (the “Cash Election”); or
(b) 0.1370 of a common share of New Pacific (a “New Pacific Share”) (the “Share Election”); or
(c) a combination of 50% in cash and 50% in New Pacific Shares (the “Combined Election”).
For Tagish Lake shareholders who tender all their Tagish Shares under the Cash Election the enhanced $0.10 Cash Offer represents:
(a) a premium of approximately 150% over the $0.04 closing price of the Tagish Lake 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 89% over the $0.053 volume weighted average price of the Tagish Lake Shares on the TSXV for the year to date ended September 15, 2010, the last trading to prior to this Notice.
For Tagish Lake shareholder who tender all their Tagish Shares under the Combined Election, based on the $1.10 closing price of the New Pacific Shares on September 15, 2010, the implied offer for each Tagish Lake share is approximately $0.125 which represents:
(a) a premium of approximately 213% over the $0.04 closing price of the Tagish Lake Shares on the TSXV on July 2, 2010; and
(b) a premium of approximately 136% over the $0.053 volume weighted average price of the Tagish Lake Shares on the TSXV for the year to date ended September 15, 2010.
For Tagish Lake shareholders who tender all their Tagish Shares under the Share Election, based on the $1.10 closing price of the New Pacific Shares on September 15, 2010, the implied offer for each Tagish Lake share is approximately $0.15 which represents:
(a) a premium of approximately 275% over the $0.04 closing price of the Tagish Lake Shares on the TSXV on July 2, 2010; and
(b) a premium of approximately 183% over the $0.053 volume weighted average price of the Tagish Lake Shares on the TSXV for the year to date ended September 15, 2010.
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 to 604-669-9387 or e-mail to 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.
For Further Information:
New Pacific Metals Corp.
Phone: +1 (604) 633-1368
Fax: +1 (604) 669-9387
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 additional Tagish Shares; 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.