Excellon Resources Inc. (TSX: EXN) ("Excellon" or the "Company")
and Lateegra Gold Corp. (TSX VENTURE: LRG) ("Lateegra") are pleased
to announce that they have entered into an arrangement agreement
(the "Agreement") pursuant to which Excellon will acquire all of
the outstanding common shares (the "Lateegra Shares") of Lateegra
(the "Transaction"). Highlights of the Transaction include:
-- Shareholders of Lateegra will receive 0.54 common shares (the "Exchange
Ratio") of Excellon ("Excellon Shares") for each Lateegra Share that
they own;
-- Based on the closing price of the Lateegra Shares and Excellon Shares on
May 30, 2011, the Exchange Ratio represents:
-- an implicit price of $0.4644 per Lateegra Share;
-- a premium of 27.2% and 34.4% based on the May 30th closing price and
45-day volume-weighted average price of the Lateegra Shares,
respectively;
-- Upon completion of the Transaction, Lateegra shareholders will own
approximately 11.9% of Excellon on a fully diluted basis;
-- An opportunity for Lateegra shareholders to benefit from Excellon's
production profile and exposure to current silver prices, its
exploration potential, expertise, ability to finance exploration and
significantly improved trading liquidity; and
-- An opportunity for Excellon shareholders to benefit from exposure to
prime exploration properties in the Timmins Gold Camp and Abitibi
greenstone belt with geographic and precious metal diversification into
another mining friendly, politically stable environment.
Lateegra's main asset is its current 51% interest in the
DeSantis gold mine property (the "DeSantis Property") and its
option to earn a 100% interest in the DeSantis Property and the
contiguous DeSantis West property ("DeSantis West"), both located
in the heart of the prolific Timmins Camp in northeastern Ontario
and covering approximately 5 km of strike length within highly
prospective volcanic stratigraphy on the north side of the Destor
Porcupine Fault Zone ("DPFZ"). The Timmins Camp has seen production
in excess of 70 million ounces of gold since the early 1900s.
Current active producers include Goldcorp Inc., which produced
265,900 ounces of gold in 2010 from the Dome and Hoyle Pond mines
located 11 km and 50 km to the east and northeast of DeSantis,
respectively, and Lake Shore Gold Corp., which commenced commercial
production in January 2011 at the Timmins Mine, 14 kilometres west
of the DeSantis Property, and targets 125,000 ounces of gold
production during 2011. Lateegra may acquire the remaining 49% of
the DeSantis Property by i) making a cash payment of $375,000 and
issuing 1,500,000 shares by April 24, 2012 and ii) issuing a
further 1,000,000 shares by April 24, 2013. To acquire a 100%
interest in DeSantis West, Lateegra must make i) a cash payment of
$15,000 and issue 60,000 shares on or before April 13, 2012 and ii)
a cash payment of $20,000 and issue 90,000 shares on or before
April 13, 2013, and incur a total of $150,000 in exploration
expenses prior to April 13, 2013.
The DeSantis Property saw 35,800 ounces of intermittent gold
production from 1933 to 1942 and 1961 to 1964. The last major
exploration effort took place in the mid-1980s when Noranda Inc.
and Stan West Mining Corp. carried out surface drilling,
rehabilitation of the 365 metre ("m") deep DeSantis No. 2 Shaft and
underground workings, and underground drilling. A historic
non-National Instrument 43-101("NI 43-101") compliant mineral
resource of 182,500 tonnes grading 8.64 g/t gold was outlined in
two zones at that time. The resource estimates generated by Noranda
Inc. and Stan West Mining Corp. are historic in nature, do not
demonstrate economic viability, and are considered to be historical
estimates that should not be relied upon.
In 2010, Lateegra undertook a 15-hole surface drilling program
totalling 5,888 m and encountered several significant gold-bearing
intersections in the historically known Albitite and Hydrothermal
Zones, the best results of which included 7.88 g/t gold over 5.18 m
from 431.29 to 439.06 m in hole DS-10-02 in the Albitite Zone.
Exploration drilling of both zones has been to a maximum vertical
depth of approximately 560 m and both zones remain open. Similar
gold deposits located in the Timmins Camp have been mined to depths
in excess of 1,500 m.
Lateegra also holds an option to acquire a 100% interest in the
Beschefer gold property (the "Beschefer Property") in northwestern
Quebec. The Beschefer Property is situated approximately 12 km east
of the past producing Selbaie Copper-Zinc-Gold Mine and 80 km east
of Detour Gold Corporation's Detour Lake Gold Project, which
contains an NI 43-101 compliant Mineral Reserve estimate of 14.9
million ounces grading 1.03 g/t gold. Multiple gold intersections
have been discovered at the Beschefer Property since the B-14 Zone
was discovered there by Billiton Canada Inc. in 1996. Lateegra
carried out a five-hole drill program in early 2011 and encountered
several gold intersections including 3.80 g/t of gold over 4.35 m
in hole BE11-001 and 12.4 g/t gold over 3.78 metres in hole BE11-03
(all gold values uncut). Additional drilling in several areas on
the property is planned for 2011. Lateegra must issue 2,000,000
shares by August 2011 and another 2,000,000 shares by February 2012
to earn a 100% interest in the Beschefer Property.
In addition, Lateegra holds an option to acquire a 100% interest
in the Stoughton property (the "Stoughton Property") located in
Stoughton Township in the eastern extremity of the Timmins Camp.
Stoughton lies on a northwesterly-trending splay off of the DPFZ,
approximately 15 km northeast of St Andrew Goldfields Ltd.'s
producing Holt-Holloway gold mining and milling complex. Historic
gold occurrences are known on the property and a program to test
geophysical, geochemical and geological targets is planned for
winter 2012. To earn a 100% interest in the Stoughton Property,
Lateegra must issue 1,000,000 shares in two tranches between June
and November 2011.
The locations of the DeSantis, Beschefer and Stoughton
Properties are shown on Map 1. A schematic longitudinal section of
the DeSantis Mine, highlighting areas of proposed diamond drilling
is shown on Map 2.
To view "Map 1: Location Map - DeSantis, Beschefer and Stoughton
Properties", please visit the following link:
http://media3.marketwire.com/docs/excellon_lateegra_may31_fig01.pdf
To view "Map 2: Schematic Longitudinal Section - DeSantis Mine",
please visit the following link:
http://media3.marketwire.com/docs/excellon_lateegra_may31_fig02.pdf
Benefits to Lateegra Shareholders
Lateegra shareholders will receive the following benefits from
the transaction:
-- Attractive premium of 27.2% and 34.4% to the closing share price and 45
day volume-weighted average price of the Lateegra Shares, respectively,
as at May 30, 2011;
-- Exposure to current commodity prices through production from Excellon's
high-grade silver-lead-zinc Platosa Mine located in the mining friendly
jurisdiction of Mexico;
-- 11.9% ownership of Excellon's fully diluted shares outstanding on a pro
forma basis;
-- Considerable blue sky exploration potential at the 58,000 ha Platosa
property and the 2011 exploration drilling program totalling 40,000
metres that is currently underway;
-- Access to significant exploration, financial and executive management
expertise; and
-- Significantly improved trading liquidity.
Benefits to Excellon Shareholders
Through the acquisition of Lateegra, Excellon shareholders will
realize the following benefits:
-- Acquisition of the DeSantis Property, a significant gold exploration
asset located between two large-scale gold producers in the Timmins
Camp, renowned for prolific gold deposits;
-- Immediately positions Excellon in one of the world's premier gold-
producing camps, which has also seen major base metal production, and
provides exposure to the Abitibi Greenstone Belt through the Beschefer
and Stoughton Properties;
-- Potential springboard for other acquisitions; and
-- Provides geographic and precious metal diversification into another
mining friendly, politically stable environment.
Boards of Directors' Recommendations
The board of directors of Lateegra formed a special committee
comprising independent directors. Upon receipt of the special
committee's recommendation to proceed with the Transaction and
fairness opinion from Fraser Mackenzie Limited, the board of
directors (with the directors that also serve on Excellon's board
not participating) has unanimously approved the Transaction. The
directors, senior officers and certain shareholders of Lateegra
have entered into voting support agreements under which they have
agreed to vote their Lateegra Shares in favour of the Transaction.
Such directors, senior officers and certain investors hold Lateegra
Shares representing approximately 30% of Lateegra's issued and
outstanding shares as at May 30, 2011.
Further Transaction Details
The Transaction will be implemented through a plan of
arrangement under the Business Corporations Act (British Columbia).
Pursuant to the plan of arrangement, shareholders of Lateegra will
receive shares in Excellon based on the Exchange Ratio. Upon
completion of the Transaction, the outstanding options and warrants
to purchase common shares of Lateegra will entitle the holders to
common shares of Excellon with the number of common shares and/or
exercise price adjusted, as appropriate, to reflect the
consideration to be received by shareholders of Lateegra pursuant
to the plan of arrangement.
A special meeting of the shareholders of Lateegra will be held
to consider the Transaction. The Transaction requires the approval
of not less than two-thirds of the votes cast by Lateegra
shareholders. The Transaction is also subject to the receipt of
customary court and regulatory approvals, including the approval of
the Toronto Stock Exchange for the listing of the Excellon Shares
to be issued to Lateegra shareholders in the transaction.
Lateegra has agreed not to solicit alternative proposals and has
agreed to pay a break fee in the amount of $500,000 to Excellon, in
certain circumstances, if it enters into a superior proposal.
Lateegra has also provided Excellon with certain other customary
rights, including a right to match competing offers.
Full details of the proposed Transaction, a copy of the fairness
opinions prepared by Fraser Mackenzie Limited for the board of
directors of Lateegra and other information relevant to the
Transaction will be included in an information circular, which
Lateegra expects to mail in June 2011. It is expected that the
special meetings of shareholders to approve the proposed
transaction will be held in July 2011 and, if approved at those
meetings, it is expected that the Transaction would close shortly
thereafter.
The Excellon Shares to be issued in the proposed transaction
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act.
Advisors and Counsel
Excellon's financial advisor is Paradigm Capital Inc. and its
legal advisor is Heenan Blaikie LLP.
Lateegra's financial advisor is Fraser Mackenzie Limited and its
legal advisor is Bennett Jones LLP.
Qualified Person
Lateegra's exploration programs are conducted under the
supervision of its Vice President of Exploration, Ms. Heather
Miree, PGeo. Ms. Miree is a Qualified Person as defined by National
Instrument 43-101 and has prepared or supervised the preparation of
portions the scientific or technical information in this press
release and has verified the data contained herein.
Ms. Miree is an economic geologist with over 25 years of
experience in the mineral industry. Prior to joining Lateegra in
February 2011, Ms. Miree held senior geological and supervisory
positions with several junior and mid-sized mining companies, in
exploration and mining roles. Ms. Miree is not independent of
Lateegra as she is an officer.
About Excellon
Excellon, a mineral resource company operating in Durango and
Zacatecas States, Mexico, is committed to building value through
production, expansion and discovery. Excellon is producing silver,
lead and zinc from the high-grade manto Mineral Resource on its
large Platosa Property, strategically located in the middle of the
Mexican silver belt. Excellon's focus is on expanding its operating
capacity and increasing its Mineral Resources at Platosa where an
exploration program focused on diamond drilling and advanced
geophysical techniques is ongoing. The Platosa Property, not fully
explored, has several geological indicators of a large mineralized
system.
About Lateegra
Lateegra is a junior exploration company with gold exploration
properties primarily located in northeastern Ontario and
northwestern Quebec. The Company holds interests in three promising
gold properties, the DeSantis Mine Project in Timmins, Ontario, the
Beschefer Project, near Matagami, Quebec and the Stoughton Project,
near the Holt-Holloway Gold Mine. The Company's common shares trade
on the TSX Venture Exchange under the symbol LRG.
On behalf of EXCELLON RESOURCES INC.
Peter Crossgrove, Chairman & Chief Executive Officer
On behalf of LATEEGRA GOLD CORP.
Christopher Verrico, President & Chief Executive Officer
The Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the content of this
Press Release, which has been prepared by the management and
directors of Excellon and Lateegra. This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 27E of the Exchange Act. Such statements
include, without limitation, statements regarding the future
results of operations, performance and achievements of the Company,
including potential property acquisitions, the timing, content,
cost and results of proposed work programs, the discovery and
delineation of mineral deposits/resources/reserves, geological
interpretations, proposed production rates, potential mineral
recovery processes and rates, business and financing plans,
business trends and future operating revenues. Although the
Companies believe that such statements are reasonable, it can give
no assurance that such expectations will prove to be correct.
Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate, postulate and
similar expressions, or are those, which, by their nature, refer to
future events. The Companies cautions investors that any
forward-looking statements by the Companies are not guarantees of
future results or performance, and that actual results may differ
materially from those in forward looking statements as a result of
various factors, including, but not limited to, variations in the
nature, quality and quantity of any mineral deposits that may be
located, significant downward variations in the market price of any
minerals produced particularly silver, the Company's inability to
obtain any necessary permits, consents or authorizations required
for its activities, to produce minerals from its properties
successfully or profitably, to continue its projected growth, to
raise the necessary capital or to be fully able to implement their
business strategies. All of the Companies' public disclosure
filings may be accessed via www.sedar.com and readers are urged to
review these materials, including the technical reports filed with
respect to Excellon's mineral properties, and particularly the
January 15, 2010 NI 43-101-compliant technical report prepared by
Scott Wilson Roscoe Postle Associates Inc. with respect to
Excellon's Platosa Property. This press release is not, and is not
to be construed in any way as, an offer to buy or sell securities
in the United States.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Excellon Resources Inc. Morgan Knowles Director,
Investor Relations (416) 364-1130 mknowles@excellonresources.com
www.excellonresources.com Lateegra Gold Corp. Christopher Verrico
President and CEO 604-669-9330 or Toll Free: 1-866-669-9377
info@lateegra.com www.lateegra.com
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