NR09-2015
September 2, 2015 (TORONTO, ONTARIO): Temex Resources Corp. ("Temex" or the "Company") (TSX-V: TME, FWB: TQ1) is pleased to announce that it has been advised that both of the leading independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis") have recommended that shareholders support Temex's proposed plan of arrangement (the "Arrangement") at the annual and special meeting of shareholders of Temex scheduled for September 14, 2015 and vote FOR the Arrangement resolution. Under the Arrangement, holders of Temex common shares will receive, in respect of each Temex share that they hold, 0.105 of a common share of Lake Shore Gold Corp. ("Lake Shore Gold").
Temex is advised that ISS recommended that shareholders vote FOR the Arrangement resolution for a number of reasons including, the significant premium offered to Temex shareholders and the absence of substantial governance concerns under the Arrangement, in addition to the favourable market reaction to the Arrangement.
In addition to the significant premium to Temex's share price represented by the Arrangement, Temex has also been advised that Glass Lewis recommended that Temex shareholders vote FOR the Arrangement resolution given the Arrangement does not deviate from standard industry practice and reasonably reflects current market conditions, and provides Temex shareholders with a compelling opportunity to convert their equity into equity of a larger, more diverse and better capitalized mining entity.
"We believe there are strong synergies between Temex and Lake Shore Gold and the combination of Temex with Lake Shore Gold would create a leading and focused gold exploration and development company based in the Timmins Gold Camp and within northeastern Ontario. Lake Shore Gold has ample capital and resources to rapidly advance their exploration stage portfolio to which our Whitney and Juby projects add substantial upside. We also believe that this combination benefits strongly from Lake Shore Gold's exploration and development experience in the Timmins Gold Camp, along with their global capital markets reach and being backed by some of the strongest financial institutions in our industry", said Ian Campbell, President and CEO of Temex.
Tony Makuch, President and CEO of Lake Shore Gold, commented "Our proposed acquisition of Temex provides an attractive opportunity to increase our asset base in the Timmins Camp. The transaction is very complementary to our ongoing efforts to sustain and extend our current operations in Timmins and aggressively advance our very exciting organic growth opportunities in the area."
Temex encourages all shareholders to read the Company's information circular that was mailed to shareholders of record as of July 16, 2015 and is available on SEDAR at www.sedar.com. The information circular contains a detailed description of the Arrangement, among other matters. Temex's board unanimously recommends that Temex shareholders vote FOR the Arrangement at the annual and special meeting of Temex shareholders.
Temex shareholders are reminded to vote before the proxy cut-off time of 10:00 a.m. (Toronto Time) on Thursday, September 10, 2015.
If you require any assistance in completing your proxy, please consult Temex's proxy solicitor, Kingsdale Shareholder Services ("Kingsdale") by telephone at 1-866-581-1571 toll-free in North America or call collect at 416-867-2272 outside of North America or by e-mail at [email protected].
About ISS
ISS is the world's leading provider of corporate governance solutions to the global financial community. More than 1,700 institutional clients rely on the expertise of ISS to help them make more informed investment decisions on behalf of their shareholders.
About Glass Lewis
Glass Lewis is a leading provider of governance services that support engagement among institutional investors and corporations through its research, proxy vote management and technology platforms. Glass Lewis empowers institutional investors to make sound voting decisions at more than 20,000 meetings a year by uncovering and assessing governance, business, legal, political and accounting risks at issuers domiciled in 100 countries.
FOR FURTHER INFORMATION PLEASE CONTACT:
Temex Resources Corp.
Ian Campbell
President and CEO
Tel: 416-862-2246
Toll Free: 1-866-373-6287
[email protected]
Lake Shore Gold Corp.
Tony Makuch
President & CEO
(416) 703-6298
Mark Utting
Vice-President, Investor Relations
Lake Shore Gold Corp.
(416) 703-6298
www.lsgold.com
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information contained or referred to in this press release includes, but may not be limited to, the completion and expected timing of the Arrangement, the timing of the Temex shareholder meeting (the "Meeting") and the anticipated benefits of the Arrangement to Temex shareholders.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, risks related to the Company's or Lake Shore Gold's inability to satisfy a condition precedent to the completion of the Arrangement (including obtaining the requisite shareholder approval at the Meeting and the necessary regulatory approvals), other risks related to the completion of the Arrangement and risks related to the inability of each of the Company and Lake Shore Gold to perform its respective obligations under the arrangement agreement in respect of the Arrangement (the "Lake Shore Gold Arrangement Agreement") as well as certain other risks set out in the Company's public documents, including its management's discussion and analysis dated May 31, 2015, filed under the Company's profile on SEDAR at www.sedar.com.
The forward-looking information in this press release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this press release, the Company has made assumptions about: the Company's business, Lake Shore Gold's business, the economy and the Company's and Lake Shore Gold's industry in general, Lake Shore Gold's ability to complete the Arrangement and to perform its obligations under the Lake Shore Gold Arrangement Agreement, and Lake Shore Gold's capital, resources and willingness to rapidly advance their exploration stage portfolio. The Company has also assumed that no significant events occur outside of the Company's or Lake Shore Gold's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.
Neither the 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.
For more information please visit www.temexcorp.com or
email: [email protected] or phone: 416-862-2246 toll free: 866-373-6287