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YZC Yukon Zinc Corp Com Npv

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Share Name Share Symbol Market Type
Yukon Zinc Corp Com Npv TSXV:YZC TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Griffin Mining Limited to Acquire Yukon Zinc Corporation

21/04/2008 11:11pm

Marketwired Canada


Yukon Zinc Corporation (TSX VENTURE:YZC) ("Yukon Zinc") and Griffin Mining
Limited (AIM:GFM) ("Griffin") announced today that they have signed an Agreement
(the "Agreement") whereby Griffin will acquire all of the issued shares of Yukon
Zinc through a court-approved plan of arrangement. The shares of Griffin are
traded on the Alternative Investment Market ("AIM") of the London Stock
Exchange.


Under the terms of the transaction the shareholders of Yukon Zinc will receive
one ordinary share of Griffin for every nine common shares of Yukon Zinc held.
This represents a value of C$0.206 per Yukon Zinc share based upon the closing
price of the Griffin shares on AIM on April 18, 2008 of 0.9225 of a British
Pound Sterling and a Canadian Dollar - British Pound Sterling exchange rate of
0.4984. This represents a premium of 46.9% to the closing price of the Yukon
Zinc shares on the TSX-V on April 18, 2008 and 43.0% premium to the 20 day
volume weighted average trading price of the Yukon Zinc shares on the TSX-V.
After completion of the transaction, the shareholders of Yukon Zinc will hold
approximately 16% of the issued Griffin shares, with the current Griffin
shareholders holding the remaining 84%. It is expected that the transaction will
close by July 31, 2008.


Griffin will have the following attributes after completion of the transaction:

- A strong balance sheet with over C$200 million in cash; No debt;

- 60 percent interest in the low-cost Caijiaying zinc-gold-silver-lead mine in
Hebei Province China;


- 100 percent interest in the high grade advanced zinc-silver-copper-gold-lead
Wolverine Project located in Yukon Canada;


- When the Wolverine Project achieves full production status, projected annual
zinc production in concentrates from Caijiaying and Wolverine will exceed 150
million pounds and annual payable silver production will exceed 4.5 million
ounces. There will also be significant quantities of copper, gold and lead
production; and


- Exciting exploration and development potential in the vicinity of the
Caijiaying mine in China and in the Yukon Zinc's Finlayson District and other
exploration properties.


Harlan Meade, President and Chief Executive Officer of Yukon Zinc, said, "The
transaction with Griffin will result in the development of the Wolverine
deposit, which is projected to become a very low cost producer. Yukon Zinc's
properties and exploration expertise will complement the development and
financial strengths of Griffin and provide an attractive growth outlook for
Yukon Zinc and Griffin shareholders. We believe that this transaction represents
an excellent value proposition for our shareholders and provides a bright
future."


Mladen Ninkov, Chairman of Griffin, stated, "This transaction fulfills the
stringent economic and geological and political criteria the Company has imposed
upon itself. Yukon Zinc will add a high grade, profitable mine to Griffin's
portfolio and add extensive exploration acreage in one of the most exciting base
metals regions in the world. The returns for existing Griffin shareholders and
our new Griffin shareholders through Yukon Zinc will be very exciting. We
couldn't be more pleased."


Summary of the Transaction

The acquisition of Yukon Zinc by Griffin is to be completed by way of a
court-approved Plan of Arrangement whereby each shareholder of Yukon Zinc will
receive one-ninth of an ordinary share of Griffin for each common share of Yukon
Zinc held (the "Exchange Ratio"). Outstanding warrants and options of Yukon Zinc
will be converted into Griffin warrants and options by multiplying the number of
warrants and options held by the Exchange Ratio. The exercise price of the
warrants and options will be adjusted to a number equal to the current exercise
price, divided by the Exchange Ratio. The expiry dates of the warrants and
options remain unchanged.


The transaction is subject to a number of conditions that are customary for
transactions of this nature, including execution of definitive transaction
documents, a favourable vote of at least 66 2/3% of the Yukon Zinc shares voted
at a special meeting of the shareholders of Yukon Zinc called to approve the
transaction, regulatory and court approvals and completion of due diligence.
Yukon Zinc has agreed to pay a break fee to Griffin, under certain
circumstances, of C$2.5 million. Yukon Zinc has also provided Griffin with
certain other customary rights, including a right to match competing offers.


The Special Committee of the Board of Directors of Yukon Zinc has determined
that the transaction is in the best interest of Yukon Zinc shareholders and that
the Exchange Ratio is fair to its shareholders. The Board of Directors of Yukon
Zinc unanimously recommends that the Yukon Zinc shareholders vote in favour of
the transaction. Paradigm Capital Inc. has provided an opinion to the Board of
Directors of Yukon Zinc that the Exchange Ratio is fair, from a financial point
of view, to the holders of common shares of Yukon Zinc. Senior officers and
Directors of Yukon Zinc have agreed to vote in favour of the transaction.


Management Team and Board of Directors

No change to the Board of Directors of Griffin is contemplated. Under the
Agreement, Yukon Zinc must use its reasonable best efforts to maintain and
preserve its organization, including its current management staff.


Yukon Zinc Advisors and Counsel

Yukon Zinc's legal and financial advisors are Lang Michener LLP and Paradigm
Capital Inc. respectively. Griffin legal counsel is Anfield Sujir Kennedy &
Durno, Barristers and Solicitors.


About Griffin

Griffin is a Bermuda based mining and investment company listed on the
Alternative Investment Market of the London Stock Exchange (symbol GFM).
Griffin, through its two Chinese joint ventures has a controlling interest in
mining and exploration licenses over 67 square kilometers at Caijiaying in the
Hebei Province in the People's Republic of China. Within this area Griffin has
successfully commissioned the Caijiaying mine and processing facilities, with a
current throughput rate of some 500,000 tonnes of ore per annum to produce a
zinc concentrate and a separate lead concentrate containing gold and silver for
sale in China. Griffin has a 60% interest in the Caijiaying mine and mineral
interests covering the above, but is entitled to 100% of the net cash flows from
Caijiaying for the first three years from the commencement of commercial
production in July 2005.


Continuing exploration in the area surrounding the mine at Caijiaying and within
Griffin's local Chinese joint venture's tenement boundary has shown the area to
be highly prospective, indicating significant potential for further economic
base and precious metals mineralisation. Considerable progress has been made in
defining a separate resource at the Zone II area some 1.5 kilometres to the
south of the mine at Caijiaying.


Griffin reported a profit after tax of US$18,010,000 for the six months ended
30th June 2007 and total assets of US$88,926,000 as at 30th June 2007. In August
2007 Griffin completed a placing of 68,181,818 million shares at Pounds Sterling
1.10 per share for total proceeds of Pounds Sterling 75 million (US$152 million)
and currently retains cash resources in excess of US$200 million.


About Yukon Zinc

Yukon Zinc is a TSX Venture Exchange listed company based in Vancouver. It is
focused on development of its exceptionally silver-rich Wolverine Project in
southeast Yukon and its large exploration land holdings in the Finlayson and
Rancheria Districts. A bankable feasibility was completed for the Wolverine
Project by Wardrop Engineering in January 2007 indicating favourable project
economics. The Project has all of its main development permits and enjoys strong
support from the Yukon Government and its local First Nations communities.


Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of
applicable Canadian securities laws concerning the business, operations and
financial performance and condition of each of Yukon Zinc and Griffin.
Forward-looking statements include, but are not limited to, statements with
respect to the future price of metals, the estimation of mineral reserves and
resources, the realization of mineral reserve estimates, the timing and amount
of estimated future production, costs of production, capital expenditures, costs
and timing of the development of new deposits, success of exploration
activities, permitting time lines, hedging practices, currency exchange rate
fluctuations, requirements for additional capital, government regulation of
mining operations, environmental risks, unanticipated reclamation expenses,
timing and possible outcome of pending litigation, title disputes or claims and
limitations on insurance coverage. Generally, these forward-looking statements
can be identified by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or "will be taken",
"occur" or "be achieved". Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of Yukon Zinc and
Griffin to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks related to the
integration of acquisitions; risks related to international operations; risks
related to joint venture operations; actual results of current exploration
activities; actual results of current reclamation activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; future prices of metals; possible variations in ore reserves, grade or
recovery rates; failure of plant, equipment or processes to operate as
anticipated; accidents, labour disputes and other risks of the mining industry;
delays in obtaining governmental approvals or financing or in the completion of
development or construction activities. Although Yukon Zinc and Griffin have
attempted to identify important factors that could cause actual results to
differ materially from those contained in forward-looking statements, there may
be other factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ materially from those
anticipated in such statements. 

Accordingly, readers should not place undue reliance on forward-looking
statements. Yukon Zinc and Griffin do not undertake to update any
forward-looking statements that are incorporated by reference herein, except in
accordance with applicable securities laws.


12G: 82-4603

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