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or Name
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Excellon Resources Inc
Symbol C : EXN
Shares Issued 250,288,446
Close 2011-05-31 C$ 0.83
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Excellon Resources to acquire Lateegra in all-share deal

2011-05-31 09:41 ET - News Release

Also News Release (C-LRG) Lateegra Gold Corp (2)

Mr. Peter Crossgrove of Excellon reports

EXCELLON RESOURCES TO ACQUIRE LATEEGRA GOLD

Excellon Resources Inc. and Lateegra Gold Corp. have entered into an arrangement agreement pursuant to which Excellon will acquire all of the outstanding common shares of Lateegra. Highlights of the transaction include:

  • Shareholders of Lateegra will receive 0.54 common share of Excellon for each Lateegra share that they own;
  • Based on the closing price of the Lateegra shares and Excellon shares on May 30, 2011, the exchange ratio represents:
    • An implicit price of 46.44 cents per Lateegra share;
    • A premium of 27.2 per cent and 34.4 per cent based on the May 30 closing price and 45-day volume-weighted average price of the Lateegra shares, respectively;
  • Upon completion of the transaction, Lateegra shareholders will own approximately 11.9 per cent of Excellon on a fully diluted basis;
  • An opportunity for Lateegra shareholders to benefit from Excellon's production profile, and exposure to current silver prices, its exploration potential, expertise, ability to finance exploration and significantly improved trading liquidity;
  • An opportunity for Excellon shareholders to benefit from exposure to prime exploration properties in the Timmins gold camp and Abitibi greenstone belt with geographic and precious metal diversification into another mining-friendly, politically stable environment.

Lateegra's main asset is its current 51-per-cent interest in the DeSantis gold mine property, and its option to earn a 100-per-cent interest in the DeSantis property and the contiguous DeSantis West property, both located in the heart of the prolific Timmins camp in Northeastern Ontario and covering approximately five kilometres of strike length within highly prospective volcanic stratigraphy on the north side of the Destor Porcupine fault zone (DPFZ). The Timmins camp has seen production in excess of 70 million ounces of gold since the early 1900s. Current active producers include Goldcorp Inc., which produced 265,900 ounces of gold in 2010 from the Dome and Hoyle Pond mines located 11 kilometres and 50 kilometres to the east and northeast of DeSantis, respectively, and Lake Shore Gold Corp., which commenced commercial production in January, 2011, at the Timmins mine, 14 kilometres west of the DeSantis property, and targets 125,000 ounces of gold production during 2011. Lateegra may acquire the remaining 49 per cent of the DeSantis property by making a cash payment of $375,000 and issuing 1.5 million shares by April 24, 2012, and issuing a further one million shares by April 24, 2013. To acquire a 100-per-cent interest in DeSantis West, Lateegra must make a cash payment of $15,000 and issue 60,000 shares on or before April 13, 2012, and a cash payment of $20,000 and issue 90,000 shares on or before April 13, 2013, and incur a total of $150,000 in exploration expenses prior to April 13, 2013.

The DeSantis property saw 35,800 ounces of intermittent gold production from 1933 to 1942 and 1961 to 1964. The last major exploration effort took place in the mid-1980s when Noranda Inc. and Stan West Mining Corp. carried out surface drilling, rehabilitation of the 365-metre-deep DeSantis No. 2 shaft and underground workings, and underground drilling. A historic non-National Instrument 43-101-compliant mineral resource of 182,500 tonnes grading 8.64 grams per tonne gold was outlined in two zones at that time. The resource estimates generated by Noranda Inc. and Stan West Mining Corp. are historic in nature, do not demonstrate economic viability and are considered to be historical estimates that should not be relied upon.

In 2010, Lateegra undertook a 15-hole surface drilling program totalling 5,888 metres and encountered several significant gold-bearing intersections in the historically known Albitite and Hydrothermal zones, the best results of which included 7.88 grams per tonne gold over 5.18 m from 431.29 to 439.06 m in hole DS-10-02 in the Albitite zone. Exploration drilling of both zones has been to a maximum vertical depth of approximately 560 m and both zones remain open. Similar gold deposits located in the Timmins camp have been mined to depths in excess of 1,500 m.

Lateegra also holds an option to acquire a 100-per-cent interest in the Beschefer gold property in northwestern Quebec. The Beschefer property is situated approximately 12 kilometres east of the past-producing Selbaie copper-zinc-gold mine and 80 kilometres east of Detour Gold Corp.'s Detour Lake gold project, which contains an NI 43-101-compliant mineral reserve estimate of 14.9 million ounces grading 1.03 g/t gold. Multiple gold intersections have been discovered at the Beschefer property since the B-14 zone was discovered there by Billiton Canada Inc. in 1996. Lateegra carried out a five-hole drill program in early 2011 and encountered several gold intersections, including 3.80 g/t of gold over 4.35 m in hole BE11-001 and 12.4 g/t gold over 3.78 metres in hole BE11-03 (all gold values uncut). Additional drilling in several areas on the property is planned for 2011. Lateegra must issue two million shares by August, 2011, and another two million shares by February, 2012, to earn a 100-per-cent interest in the Beschefer property.

In addition, Lateegra holds an option to acquire a 100-per-cent interest in the Stoughton property located in Stoughton township in the eastern extremity of the Timmins camp. Stoughton lies on a northwesterly trending splay off of the DPFZ, approximately 15 kilometres northeast of St. Andrew Goldfields Ltd.'s producing Holt-Holloway gold mining and milling complex. Historic gold occurrences are known on the property and a program to test geophysical, geochemical and geological targets is planned for winter 2012. To earn a 100-per-cent interest in the Stoughton property, Lateegra must issue one million shares in two tranches between June and November, 2011.

The locations of the DeSantis, Beschefer and Stoughton properties are shown on a map. A schematic longitudinal section of the DeSantis mine, highlighting areas of proposed diamond drilling, is shown on another map.

Benefits to Lateegra shareholders

Lateegra shareholders will receive the following benefits from the transaction:

  • Attractive premium of 27.2 per cent and 34.4 per cent to the closing share price and 45-day volume-weighted average price of the Lateegra shares, respectively, as at May 30, 2011;
  • Exposure to current commodity prices through production from Excellon's high-grade silver-lead-zinc Platosa mine located in the mining-friendly jurisdiction of Mexico;
  • 11.9-per-cent ownership of Excellon's fully diluted shares outstanding on a pro forma basis;
  • Considerable blue sky exploration potential at the 58,000-hectare Platosa property and the 2011 exploration drilling program totalling 40,000 metres that is currently under way;
  • Access to significant exploration, financial and executive management expertise;
  • Significantly improved trading liquidity.

Benefits to Excellon shareholders

Through the acquisition of Lateegra, Excellon shareholders will realize the following benefits:

  • Acquisition of the DeSantis property, a significant gold exploration asset located between two large-scale gold producers in the Timmins camp, renowned for prolific gold deposits;
  • Immediately positions Excellon in one of the world's premier gold-producing camps, which has also seen major base metal production, and provides exposure to the Abitibi greenstone belt through the Beschefer and Stoughton properties;
  • Potential springboard for other acquisitions;
  • Provides geographic and precious metal diversification into another mining-friendly, politically stable environment.

Recommendations of the board of directors

The board of directors of Lateegra formed a special committee comprising independent directors. Upon receipt of the special committee's recommendation to proceed with the transaction and fairness opinion from Fraser Mackenzie Limited, the board of directors (with the directors that also serve on Excellon's board not participating) has unanimously approved the transaction. The directors, senior officers and certain shareholders of Lateegra have entered into voting support agreements under which they have agreed to vote their Lateegra shares in favour of the transaction. Such directors, senior officers and certain investors hold Lateegra shares representing approximately 30 per cent of Lateegra's issued and outstanding shares as at May 30, 2011.

Further transaction details

The transaction will be implemented through a plan of arrangement under the Business Corporations Act (British Columbia). Pursuant to the plan of arrangement, shareholders of Lateegra will receive shares in Excellon based on the exchange ratio. Upon completion of the transaction, the outstanding options and warrants to purchase common shares of Lateegra will entitle the holders to common shares of Excellon with the number of common shares and/or exercise price adjusted, as appropriate, to reflect the consideration to be received by shareholders of Lateegra pursuant to the plan of arrangement.

A special meeting of the shareholders of Lateegra will be held to consider the transaction. The transaction requires the approval of not less than two-thirds of the votes cast by Lateegra shareholders. The transaction is also subject to the receipt of customary court and regulatory approvals, including the approval of the Toronto Stock Exchange for the listing of the Excellon shares to be issued to Lateegra shareholders in the transaction.

Lateegra has agreed not to solicit alternative proposals and has agreed to pay a break fee in the amount of $500,000 to Excellon, in certain circumstances, if it enters into a superior proposal. Lateegra has also provided Excellon with certain other customary rights, including a right to match competing offers.

Full details of the proposed transaction, a copy of the fairness opinions prepared by Fraser Mackenzie Limited for the board of directors of Lateegra and other information relevant to the transaction will be included in an information circular, which Lateegra expects to mail in June, 2011. It is expected that the special meetings of shareholders to approve the proposed transaction will be held in July, 2011, and, if approved at those meetings, it is expected that the transaction would close shortly thereafter.

Advisers and counsel

Excellon's financial adviser is Paradigm Capital Inc. and its legal adviser is Heenan Blaikie LLP.

Lateegra's financial adviser is Fraser Mackenzie Limited and its legal adviser is Bennett Jones LLP.

Qualified person

Lateegra's exploration programs are conducted under the supervision of its vice-president of exploration, Heather Miree, PGeo. Ms. Miree is a qualified person as defined by National Instrument 43-101, and has prepared or supervised the preparation of portions the scientific or technical information in this press release, and has verified the data contained herein.

Ms. Miree is an economic geologist with over 25 years of experience in the mineral industry. Prior to joining Lateegra in February, 2011, Ms. Miree held senior geological and supervisory positions with several junior and mid-sized mining companies, in exploration and mining roles. Ms. Miree is not independent of Lateegra as she is an officer.

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