VG Gold and Lexam Explorations to Combine
September 29 2010 - 9:07AM
Marketwired
VG GOLD CORP. (TSX: VG)(FRANKFURT: VN3)(OTCQX: VGGCF) and LEXAM
EXPLORATIONS INC. (TSX VENTURE: LEX) are pleased to announce that
they have reached an agreement in principle to combine the two
companies to create a well funded exploration company focused on
the Timmins mining camp in Northern Ontario. The combination would
be effected through a Plan of Arrangement under which common
shareholders of VG Gold would receive one common share of the
combined company for every common share of VG Gold currently held,
and common shareholders of Lexam would receive 2.1 common shares of
the combined company for every common share of Lexam currently
held. Under the proposed transaction, Rob McEwen, the current
Chairman and CEO of Lexam, would acquire a major stake in the
combined company through a private placement of $5 million and his
current 49% percent ownership interest in Lexam. Rob McEwen will
become the Chairman of the combined company and Tom Meredith, the
current President and CEO of VG Gold, will hold those positions in
the combined company.
Highlights of the combined company would include:
- Strategic land position: Well positioned around Goldcorp's Dome Mine
that has produced 17 million ounces of gold.
- Growing resource base with initial Paymaster West estimate due at year-
end.
- Aggressive exploration: $10.0 million exploration program over next
twelve months.
- Strong treasury: Approximately $15.0 million in cash and no debt.
- Attractive valuation versus Timmins peer group.
- Combined company to be named "Lexam VG Gold Inc."
"Northern Ontario is an area that has been particularly kind to
me and I am a firm believer that there remains a lot more gold to
be found. By combining VG Gold and Lexam we are creating a vehicle
that has excellent properties and a strong treasury, enabling the
company to aggressively explore for the next major gold discovery,"
stated Rob McEwen, Chairman and CEO of Lexam.
"The combination of VG Gold and Lexam creates a compelling
opportunity for shareholders of both companies! The addition of Rob
McEwen as Lexam VG Gold's Chairman is a testament to the value
enhancing opportunities that exist before the combined company,"
stated Tom Meredith, President and CEO of VG Gold.
The share ratio under the proposed transaction represents an
approximate share value equal to $1.01 per Lexam common share based
on VG Gold's closing market price on September 28, 2010. This
amount represents an approximate 10% premium over Lexam's Net Asset
Value. The calculation of Lexam's Net Asset Value excludes the
company's Baca Oil and Gas and Otish Uranium projects.
The transaction is subject to board approval of a definitive
agreement between VG Gold and Lexam, the satisfactory completion of
due diligence investigations and the receipt of an opinion by each
company's financial advisors that the consideration offered under
the offer is fair, from a financial point of view, to its
shareholders. In addition, an independent valuation for the benefit
of VG Gold shareholders will be completed. VG Gold and Lexam have
agreed to negotiate exclusively with each other for 21 days.
Under the terms of the agreement in principle, Rob McEwen will
invest $5 million in the combined company by way of private
placement of 10,416,667 common shares at $0.48 per share plus, for
each common share purchased in the private placement, a two-year
half-warrant, with each full warrant exercise price of $1.00. After
completion of the Plan of Arrangement and private placement, Mr.
McEwen will personally own approximately 28% of the combined
company's outstanding shares and 30% on a partially diluted basis
assuming exercise of the warrants.
The following table illustrates on a pro-forma basis, the share
structure of the combined company after giving effect to the
proposed transaction and Mr. McEwen's private placement:
----------------------------------------------------------------------------
VG Gold common shares outstanding 180,378,727
----------------------------------------------------------------------------
Shares issuable in exchange for Lexam common shares (+) 101,848,503
----------------------------------------------------------------------------
Shares of VG Gold owned by Lexam to be cancelled (-) (75,000,000)
----------------------------------------------------------------------------
Shares issued to Rob McEwen in $5 million private placement (+) 10,416,667
----------------------------------------------------------------------------
Pro-forma common shares outstanding 217,643,897
----------------------------------------------------------------------------
VG Gold warrants outstanding 5,340,750
----------------------------------------------------------------------------
VG Gold options outstanding 4,325,000
----------------------------------------------------------------------------
VG Gold warrants to Rob McEwen in $5 million private placement 5,208,333
----------------------------------------------------------------------------
Lexam options converted into VG Gold options 525,000
----------------------------------------------------------------------------
Pro-Forma fully diluted shares 233,042,980
----------------------------------------------------------------------------
SHAREHOLDER AND REGULATORY APPROVALS
If a definitive agreement is reached, the transaction will be
conditional on VG Gold obtaining majority of minority shareholder
approval for VG Gold, meaning approval of more than 50% of the
shares voted, excluding shares held by Lexam, its insiders and
other parties related to Lexam. The transaction is also conditional
upon Lexam obtaining 66-2/3% approval from shareholders and other
customary conditions. In addition, both companies would be entitled
to a termination fee of $1.25 million upon the occurrence of
customary termination fee events, including the termination of the
definitive agreement by either company in order to enter into a
superior proposal with a third party.
The transaction is also subject to all applicable regulatory
approvals, including stock exchange approval.
Boards of both companies have established committees of
independent directors to evaluate the combination and make a
recommendation to their respective full board of directors.
CAUTIONARY STATEMENT
Some of the statements contained in this release are
"forward-looking statements". Such forward looking statements
involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to
differ materially from the anticipated results, performance or
achievements expressed or implied by such forward looking
statements. Factors that could cause actual results to differ
materially from anticipated results include risks and uncertainties
such as: ability to raise financing for further exploration and
development activities; risks as to business integration; risks
relating to estimates of reserves, deposits and production costs;
extraction and development risks; the risk of commodity price
fluctuations; political, regulatory and environmental risks; and
other risks and uncertainties in the reports and disclosure
documents filed by VG Gold and Lexam from time-to-time with
Canadian securities regulatory authorities. The companies disclaim
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Neither the TSX nor the TSX-Venture has reviewed and does not
accept responsibility for the adequacy or accuracy of the contents
of this news release, which has been prepared by management.
Contacts: VG Gold Corp. Tom Meredith President & CEO (416)
368-0099 (416) 368-1539 (FAX) vgir@vggoldcorp.com
www.vggoldcorp.com Lexam Explorations Inc. Daniela Ozersky Manager,
Investor Relations (647) 258-0395 or Toll Free: (866) 441-0690
(647) 258-0408 (FAX) info@lexamexplorations.com
www.lexamexplorations.com
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