Temex Resources Corp

Published : July 31st, 2015

Temex Terminates Arrangement Agreement with Oban Mining Corporation and Enters into Arrangement Agreement with Lake Shore Gold Corp.

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Temex Terminates Arrangement Agreement with Oban Mining Corporation and Enters into Arrangement Agreement with Lake Shore Gold Corp.

July 31, 2015

Temex Terminates Arrangement Agreement with Oban Mining Corporation and Enters into Arrangement Agreement with Lake Shore Gold Corp.

NR06-2015

July 31, 2015 (TORONTO, ONTARIO): Temex Resources Corp. (TSX-V: TME, FWB: TQ1) ("Temex" or "the Company") announces that it has terminated the arrangement agreement with Oban Mining Corporation (TSX-V: OBM) ("Oban"), and subsequently entered into a binding arrangement agreement with Lake Shore Gold Corp. (TSX and NYSE: LSG) ("Lake Shore"), on the terms proposed by Lake Shore on July 16, 2015 (the "Lake Shore Proposal"), as disclosed in the Company's press release of the same date and as described in further detail below.

In accordance with the provisions of the arrangement agreement dated June 29, 2015 between Temex and Oban (the "Oban Arrangement Agreement"), the Company has (i) terminated the Oban Arrangement Agreement; (ii) paid Oban the agreed termination payment of $691,856 (the "Oban Termination Payment") under the Oban Arrangement Agreement; and (iii) subsequently entered into a binding arrangement agreement (the "Lake Shore Arrangement Agreement") with Lake Shore pursuant to which Lake Shore will acquire all of the outstanding common shares of Temex (each, a "Temex Share") by way of a court-approved plan of arrangement (the "Lake Shore Arrangement").

Under the Lake Shore Arrangement, each shareholder of Temex (a "Temex Shareholder") would receive, in exchange for each Temex Share held, 0.105 of a common share in the capital of Lake Shore (a "Lake Shore Share"), having a value of $0.13 based on the closing price of the Lake Shore Shares on the Toronto Stock Exchange (the "TSX") on July 15, 2015. In response to the Lake Shore Proposal, the board of directors of Temex determined, after receiving a recommendation to such effect from its special committee and the advice of the financial and legal advisors to the Company, that the Lake Shore Proposal was a "Superior Proposal" as defined in Oban Arrangement Agreement.

The Lake Shore Arrangement is subject to the approval of Temex Shareholders. The Lake Shore Arrangement Agreement contemplates the meeting of Temex Shareholders to consider the Lake Shore Arrangement (the "Meeting") being held on or before September 30, 2015. To be effective, the Lake Shore Arrangement must be approved by a resolution passed at the Meeting by (i) at least 66 2/3% of the votes cast by Temex Shareholders, voting as a single class, present in person or by proxy at the Meeting; and (ii) a simple majority of the votes cast by Temex Shareholders, voting as a single class, present in person or by proxy at the Meeting (excluding Temex Shares held by certain "interested parties" and "related parties" of any interested parties (as such terms are defined in Multilateral Instrument 61-101 ("MI 61-101")) in accordance with the requirements of MI 61-101). The Lake Shore Arrangement is not subject to the approval of the shareholders of Lake Shore.

The completion of Lake Shore Arrangement is also subject to, among other things: (i) receipt of certain regulatory approvals, including the TSX; (ii) receipt of required court approvals; and (iii) other customary conditions for similar transactions of this nature. The deadline for the completion of the Lake Shore Arrangement is December 31, 2015.

The terms of the Lake Shore Arrangement Agreement also include: (i) the payment of approximately $1,000,000 as a termination fee payable to the Lake Shore if the Lake Shore Arrangement does not proceed in certain circumstances; (ii) an advance from Lake Shore to Temex of a loan to pay the Oban Termination Payment; (iii) an advance from Lake Shore to Temex of an interim loan in the amount of $500,000 to be used by Temex for working capital purposes; (iv) customary standstill undertakings by the Company not to solicit alternative acquisition proposals; and (v) right to match covenants in favor of Lake Shore. The Lake Shore Arrangement Agreement permits the Company to consider unsolicited alternative acquisition proposals that are likely to result in a superior proposal in accordance with the terms of the Lake Shore Arrangement Agreement.

All loans contemplated and advanced by Lake Shore to Temex pursuant to the Lake Shore Arrangement Agreement will be unsecured and bear interest at a rate of 12% per annum. If the Lake Shore Arrangement Agreement is terminated prior to the effective date of the Lake Shore Arrangement, all principal amounts outstanding and any interest payable thereon will become payable upon ninety days' written notice by Lake Shore to Temex. In certain circumstances, Temex will have the option of satisfying the outstanding principal and interest by the issuance of Temex Shares (at a deemed conversion price equal to the greater of $0.086 per Temex Share and the maximum "Discounted Market Price" permitted under the rules and policies of the TSX Venture Exchange (the "TSXV")) or a combination of Temex Shares and cash. Any issuance of Temex Shares will be subject to the prior approval of the TSXV.

Advisors to Temex
GMP Securities L.P. is acting as financial advisor to Temex and Norton Rose Fulbright Canada LLP is acting as legal advisor.

Ian Campbell, P.Geo., President and CEO and Karen Rees, P.Geo., Vice President, Exploration and Corporate Secretary of Temex Resources Corp., are the designated qualified persons responsible for the preparation of this news release.

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Data and Statistics for these countries : Canada | All
Gold and Silver Prices for these countries : Canada | All

Temex Resources Corp

EXPLORATION STAGE
CODE : TME.V
ISIN : CA87971U1057
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Temex Resources is a gold and copper exploration company based in Canada.

Temex Resources holds various exploration projects in Canada.

Its main exploration properties are HALLNOR (PAMOUR), LATCHFORD, URANIUM, WILSON LAKE, HUSTON LAKE / MARIJANE LAKE, WEBEQUIE, GOWGANDA, TIMMINS - WHITNEY TOWNSHIP, MC FAULD'S LAKE and JUBY in Canada.

Temex Resources is listed in Canada and in Germany. Its market capitalisation is CA$ 22.4 millions as of today (US$ 16.9 millions, € 15.1 millions).

Its stock quote reached its highest recent level on December 31, 2003 at CA$ 1.10, and its lowest recent point on May 08, 2015 at CA$ 0.04.

Temex Resources has 186 590 000 shares outstanding.

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