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KIRKLAND LAKE, ONTARIO--(Marketwire - June 28, 2012) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Kirkland Lake Gold Inc. (the "Company") (News - Market indicators)(AIM:KGI) is pleased to announce that it has entered into an agreement with Dundee Securities Ltd. as lead agent on behalf of a syndicate of underwriters (the "Underwriters") under which the Underwriters have agreed to purchase, on a bought deal basis, 50,000 convertible unsecured subordinated debentures (the "Debentures") at a price per Debenture of $1,000 for total gross proceeds of $50,000,000 (the "Offering"). The Underwriters have been granted an option (the "Option") to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 48 hours before the closing of the Offering, which is scheduled to occur on or about July 19, 2012 (the "Closing Date").
The Debentures will mature on June 30, 2017 (the "Maturity Date"), unless earlier redeemed, and will bear interest, accruing, calculated and payable semi-annually in arrears on June 30 and December 31 of each year, at a rate of 6.0%. The Debentures will be convertible at the holder's option into common shares ("Common Shares") of the Company at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption of the Debentures at a conversion price of $15.00 per Common Share (the "Conversion Price"), being a ratio of 66.6667 Common Shares per $1,000 principal amount of Debentures.
The Debentures will rank subordinate in right of payment of principal and interest to all present and future senior obligations of the Company and will rank pari-passu to all present and future unsecured indebtedness.
The Debentures will be offered by way of private placement to accredited investors in all provinces of Canada and in the US to "qualified institutional buyers" as defined in Rule 144A, and such other jurisdictions as may be agreed upon by the Company and the Underwriters.
The Company intends to use the net proceeds of the Offering for its expansion program of its mining operations in Kirkland Lake, Ontario and for general corporate purposes including working capital.
The closing date of the Offering is expected to be on or about July 19, 2012. All securities issued will be subject to a statutory four month hold period. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.
The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States.
About the Company
The Company purchased the Macassa Mine and the 1,450 ton per day mill along with four former producing gold properties - Kirkland Lake, Teck-Hughes, Lake Shore and Wright Hargreaves - in December 2001. These properties, which have historically produced approximately 22 million ounces of gold, extend over seven kilometres between the Macassa Mine to the west and Wright Hargreaves to the east and, for the first time, are being developed and explored under one owner. This camp is located in the Southern Abitibi Greenstone Belt of Kirkland Lake, Ontario, Canada.
Cautionary Note Regarding Forward Looking Statements
This Press Release may contain statements which constitute 'forward-looking, including statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities and operating performance of the Company. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company, or its management, are intended to identify such forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future business activities or performance and involve risks and uncertainties, and that the Company's future business activities may differ materially from those in the forward-looking statements as a result of various factors. Such risks, uncertainties and factors are described in the periodic filings with the Canadian securities regulatory authorities, including the Company's Annual Information Form and quarterly and annual Management's Discussion & Analysis, which may be viewed on SEDAR at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements.