YS Mining Announces Formal Commencement of Cash Offer to Purchase All of the Outstanding Shares and Debt of Tagish Lake Gold Cor

VANCOUVER, Sept. 9 /CNW/ -- VANCOUVER, Sept. 9 /CNW/ - YS Mining Company Inc. ("YS Mining") announces today that it will file its take-over bid circular dated September 8, 2010, and related documents (the "Bid Documents") on SEDAR and will mail the Bid Documents to all Tagish Lake shareholders on September 10, 2010.
The Bid Documents set out YS Mining's formal offer to purchase all of the outstanding common shares (the "Share Offer") of Tagish Lake Gold Corp. ("Tagish Lake"; TSXV: TLG-V) and all of the outstanding secured and unsecured debt of Tagish Lake (the "Debt Offer"; together with the Share Offer, the "Offer").

Offer to Shareholders: The offer price under the Share Offer is $0.12 cash per common share. This amount represents a premium of 14.3% over the closing price of the shares on the TSXV on August 30, 2010, the last trading day immediately prior to the announcement of the Offer and a premium of 41.2% to the 20-day volume weighted average price as at the same date.

Offer to Secured Creditors: YS Mining is offering to pay secured creditors of Tagish Lake 100% of their proven claim amounts in cash with no conditions. Secured creditors who accept the Debt Offer will be paid regardless of the outcome of the Offer.

Offer to Unsecured Creditors: YS Mining is offering to pay unsecured creditors of Tagish Lake 100% of the value of their proven and accepted claim amounts in cash, subject to certain conditions, including the minimum tender condition under the Offer being satisfied and YS Mining taking up and paying for common shares under the Offer.

The Offer is open for acceptance until 5:00 p.m. (Eastern time) on October 29, 2010, unless it is extended or withdrawn. The Share Offer, and the offer to unsecured creditors, is subject to certain customary conditions including: a minimum tender threshold of 50.1% of the Tagish Lake shares outstanding at the expiry of the Offer (calculated on a fully-diluted basis), receipt of all required regulatory approvals and third-party consents, the absence of any material adverse change in Tagish Lake; the absence of certain prohibited activities on the part of Tagish Lake (including share issuances, material debt issuances, acquisitions and dispositions) between the date hereof and the expiry of the Offer; and no untrue statements or omissions in Tagish Lake's public disclosure.

Background to the Offer

The background to the Offer is as follows:


    
    -   During 2008, management and the board of directors of YS Mining
        discussed the possibility and merits of a growth strategy based on
        the acquisition of mineral resource properties in the Yukon Territory
        or of companies with such properties.

    -   After having reviewed and rejected several acquisition opportunities,
        management of YS Mining focused its attention on Tagish Lake, which
        in May 2008, had publicly announced that it was reviewing strategic
        alternatives to increase shareholder value.

    -   YS Mining and Tagish Lake entered into an amalgamation agreement
        dated February 27, 2009. The amalgamation agreement terminated
        according to its terms on August 31, 2009, as Tagish Lake was not
        able to negotiate settlement terms with many of its creditors.

    -   Following the termination of the amalgamation agreement, Tagish Lake
        continued to founder and fell into default under several financial
        obligations. In late November 2009, the majority of the board of
        directors of Tagish Lake offered to resign if representatives of
        YS Mining consented to replace them on the board of Tagish Lake.
        YS Mining understands that the motivation for the resignations was to
        allow new management, with a history of successful mining
        "turn-arounds", to reorganize the affairs of Tagish Lake.

    -   On April 9, 2010, due to pressure from secured creditors other than
        YS Mining, Tagish Lake entered into CCAA proceedings in the British
        Columbia Supreme Court under the Companies' Creditors Arrangement Act
        (the "CCAA") and obtained an initial order granting Tagish Lake
        protection against its creditors while Tagish Lake sought to
        restructure its affairs under the CCAA. The CCAA proceedings have not
        yet concluded.

    -   On July 5, 2010, New Pacific Metals Corp. ("New Pacific") issued a
        press release indicating its intention to make an offer to purchase
        all of the shares and secured and unsecured debt of Tagish Lake.

    -   On July 21, 2010, New Pacific delivered and filed a take-over bid
        circular setting out the terms of the Offer.

    -   In response to complaints by YS Mining that New Pacific's circular
        contained serious and misleading errors and omissions, New Pacific
        issued notices of change on July 27, August 20 and August 26, 2010.

    -   On August 31, 2010, following the rejection by the Special Committee
        of Tagish Lake of a plan for the creation of a new company to hold
        the Skukum Creek Property and Yukon Nevada Gold Corp.'s Ketza River
        Property and sufficient cash to put both properties into production
        as producing mines, YS Mining issued a press release to announce its
        intention to make the Offer.
    


Reasons to Accept the Share Offer

YS Mining believes that Tagish Lake shareholders will enjoy the following significant benefits from the Share Offer.


    
    -   Significant Premium: The offer price of $0.12 cash per common share
        represents a premium of 14.3% over the closing price of the shares on
        the last trading day prior to the announcement of the Offer and a
        41.2% premium over the 20-day volume weighted average trading price
        of the shares prior to the announcement of the Offer.

    -   Full Value Incorporating Upside Potential: The Share Offer provides
        the full value of Tagish Lake's interest in the Skukum Creek Property
        and includes additional value for upside potential even though such
        has not been confirmed and may not be realized.

    -   Immediate Liquidity: The Share Offer provides all shareholders with a
        unique opportunity to realize immediate value and liquidity for their
        shares.

    -   Crystallization of Asset Value: It will be many years before
        shareholders realize any positive cash flow from Tagish Lake's
        interest in the Skukum Creek Property. The Share Offer provides
        shareholders with a means of realizing value without delay and
        without assuming the risks associated with a major development
        project.
    


In connection with the Share Offer, YS Mining has entered into a lock-up agreement with certain shareholders owning 8,719,356 Tagish Lake common shares, or 6.05% of the Tagish Lake issued and outstanding common shares, under which such shareholders have agreed to tender their common shares to the Share Offer. YS Mining already owns 15,449,000 Tagish Lake common shares, or 10.7% of the issued and outstanding common shares.
Shareholders may obtain a free copy of the Bid Materials filed by YS Mining with the Canadian securities regulators at www.sedar.com; by contacting the Information Agent, Laurel Hill Advisory Group, toll free at 1-877-304-0211, collect at [phone] or by email at [e-mail]; or by contacting the Depositary, Equity Transfer & Trust Company, toll free at 1-866-393-4891, collect at [phone], fax at [phone] or by email at [e-mail].
Secured and unsecured creditors of Tagish Lake may obtain more information by contacting YS Mining by telephone at [phone], fax at [phone] or by email at [e-mail].

This press release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of Tagish Lake. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada. YS Mining anticipates that such circular will be filed on September 10, 2010.

Forward-looking Information

Securities regulators encourage companies to disclose forward-looking information to help investors understand a company's future prospects. This press release contains forward-looking information. These are "forward-looking" because we have used what we know and expect today to make a statement about the future. Forward-looking statements usually include words such as may, expect, anticipate, and believe or other similar words. Capital and operating cost estimates are forward-looking statements, and are based on assumptions that we believe to be reasonable. However, actual events and results could be substantially different because of the risks and uncertainties associated with our respective business or events that happen after the date of this press release. You should not place undue reliance on forward-looking statements.

About YS Mining

YS Mining is a non-reporting corporation organized under the laws of British Columbia. Approximately 41% of the issued and outstanding shares of YS Mining are owned by Yukon-Nevada Gold Corp., a reporting issuer in the provinces of British Columbia, Alberta and Ontario, which trades on the Toronto Stock Exchange under the symbol "YNG". Approximately 59% of the issued shares of YS Mining are owned by Northwest Nonferrous International Investment Company, of China. Currently, YS Mining holds (a) 10.7% of the issued and outstanding Tagish Lake shares and (b) approximately $3.4 million of secured and unsecured Tagish Lake debt, making it Tagish Lake's largest shareholder and largest creditor.
YS Mining has retained Laurel Hill Advisory Group to act as their Information Agent for the offer.

By Order of the Board of Directors

YS Mining Company Inc.




Questions regarding the Offer should be directed to Laurel Hill Advisory Group toll free at, 1-877-304-0211, or collect at [phone] or via email at [e-mail]

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