McEWEN MINING ANNOUNCES FRIENDLY ACQUISITION OF LEXAM VG GOLD
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February 13, 2017, Toronto, Ontario, Canada: McEwen Mining Inc. ("McEwen Mining") and Lexam VG Gold Inc. (the “Company” or “Lexam”) (TSX: LEX, OTCQX: LEXVF), have entered into an agreement pursuant to which McEwen Mining would acquire all of the issued and outstanding securities of Lexam by way of plan of arrangement (the "Arrangement") and Lexam would become a wholly-owned subsidiary of McEwen Mining. The proposed arrangement is subject to approval by the shareholders of Lexam.
Pursuant to the Arrangement, each Lexam common share (a “Lexam Share”) would entitle the holder to receive 0.056 of a McEwen Mining share (the "Exchange Ratio"). Lexam shareholders would receive a premium of 30% to the 30-day volume weighted average price (VWAP) of the Lexam Shares.
“Lexam’s assets include multiple advanced exploration projects located in the prolific gold camp of Timmins, Ontario. Lexam’s primary projects are past producers with defined resources and excellent infrastructure. The proposed transaction would give the Lexam shareholders access to McEwen Mining’s technical and financial resources enabling the projects to be advanced towards production. Lexam shareholders will also gain exposure to a growing gold and silver producer, with a diversified portfolio of projects throughout the Americas” commented Rob McEwen, Chief owner of both McEwen Mining and Lexam.
Benefits of the Transaction for Lexam Shareholders:
Ability to fund development and construction of the Timmins Properties with McEwen Mining’s existing financial resources;
Access to McEwen Mining’s experienced and disciplined management team with an accomplished history in gold exploration, open-pit and underground mining, and mine development;
Exposure to McEwen Mining’s diversified portfolio of producing operations and development projects; and
Lexam shareholders receive an attractive premium of approximately 30% to the 30-day VWAP of the Lexam Shares and greatly enhanced liquidity of dual stock exchanges within the US and Canada.
Benefits of the Transaction for McEwen Mining Shareholders:
Adds Measured and Indicated gold resources of 1,468,500 ounces and Inferred gold resources of 954,000 ounces to McEwen Mining’s resource base in a premier geopolitically stable mining jurisdiction;
Enhances McEwen Mining’s development and production pipeline with the potential to commence production of the Timmins properties within 24 months; and
Substantial exploration potential
Details of the Arrangement
If the Arrangement is completed and based on the current outstanding Lexam Shares, McEwen Mining will issue a total of 12,689,709 shares of McEwen Mining common stock (the “McEwen Mining Shares”) to the shareholders of Lexam. Based on a price of USD $4.23 per McEwen Mining Share, being the closing price on the NYSE on February 10, 2017, the Exchange Ratio represents an offer price of CDN $0.31 per Lexam Share, being a premium of 30 % over the volume weighted average price of Lexam Shares for the period comprising the 30 trading days ended on February 10, 2017.
In order to comply with NYSE rules, Robert R. McEwen will not be entitled to receive newly-issued shares of McEwen Mining representing more than 1% of the currently issued and outstanding shares of McEwen Mining without obtaining the prior approval of McEwen Mining shareholders, which is expected to be obtained at the next annual meeting of McEwen Mining shareholders. If such shareholder approval is not obtained, McEwen Mining will pay for such excess shares in cash.
To be effective, the Arrangement must be approved at a meeting of the shareholders of Lexam ( the “Lexam Meeting”) by: (i) at least 66 ?% of the votes cast on the resolution to approve the Arrangement by the Lexam Shareholders present in person or represented by proxy and entitled to vote at the Lexam Meeting; and (ii) at least a majority of the votes cast on the resolution to approve the Arrangement by the minority Lexam Shareholders present in person or represented by proxy and entitled to vote at the Lexam Meeting. The minority shareholders are defined by securities legislation and, among others will exclude the shares of Lexam held by the directors of McEwen Mining, including Mr. Robert McEwen.
The Arrangement agreement includes customary deal protection and non-solicitation provisions in favour of McEwen Mining, including a break fee of $2.1 million payable to McEwen Mining in certain circumstances, and fiduciary out provisions for the benefit of Lexam. Lexam is entitled to a reverse break fee of the same amount payable in certain other circumstances.
Completion of the Arrangement is also subject to certain other conditions including approval by the TSX, the NYSE and the Ontario Superior Court of Justice (Commercial List).
The Arrangement was approved by the Board of Directors of each of McEwen Mining and Lexam upon recommendation, in each case of a special committee of independent and disinterested directors, after the special committees consulted with their independent legal and financial advisors. Messrs. Robert R. McEwen and Richard Brissenden noted their respective conflicts as directors of Lexam and McEwen Mining and abstained from voting in connection with the approval of the Arrangement by the Board of Directors of each company.
Overview of Lexam’s Timmins Properties
Upon closing, McEwen Mining will own 100% interest in the Buffalo Ankerite, Fuller and Davidson Tisdale properties, and a 61% interest in the Paymaster property, with the remaining 39% of mineral rights held by Goldcorp Inc.
Lexam controls a cluster of four past-producing gold properties, both with open-pit and underground potential. The properties are located within the world-renowned Abitibi greenstone belt in proximity to the Porcupine-Destor Fault Zone. Lexam’s projects are situated within two claim blocks, one in the northern part of Tisdale Township (the Davidson Tisdale block located approximately five kilometres southeast of Timmins city centre) and a second block of contiguous claims comprising the Buffalo Ankerite, Fuller, and Paymaster properties located in Tisdale and Deloro Townships roughly nine kilometers to the east-northeast of Timmins city centre. The relative locations of the properties can be seen in Figure 1 below.
Figure 1: Lexam VG Gold Property Locations:
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