gold production and development
We expect to produce approximately 65,000 to 70,000 ounces of gold in fiscal year 2011. Sonora, Mexico
Message: Timmins Urges Board of Capital Gold Not to Postpone Capital Gold Special Meeting
Press Release Source: Timmins Gold Corp. On Wednesday March 16, 2011, 6:00 am EDT
VANCOUVER, BRITISH COLUMBIA--(Marketwire - 03/16/11) - Timmins Gold Corp. (TSX-V:TMM - News). In an appearance on Canada's Business News Network this afternoon, the CEO of Gammon Gold Inc. stated: "We will announce tomorrow when the Capital Gold special meeting will be, but it will be this month." It seems that the CEO of Gammon intends to postpone the special meeting of the shareholders of Capital Gold Corporation.
WHO IS RUNNING CAPITAL GOLD: THE CAPITAL GOLD BOARD OR THE CEO OF GAMMON?
Timmins has repeatedly raised concerns regarding the process by which the Capital Gold Board of Directors selected Gammon's proposal, a process that Timmins believes favored Gammon over all other bidders. Such concerns are exacerbated by the statement of the Gammon CEO. Why would the Gammon CEO be advising Capital Gold shareholders that Gammon would be announcing the postponement of the special meeting of Capital Gold shareholders? Gammon does not own Capital Gold - the Capital Gold shareholders do.
LET THE SHAREHOLDERS OF CAPITAL GOLD DECIDE
Timmins announced earlier today that it had delivered an increased offer to the Capital Gold Board of Directors for the merger of Timmins Gold and Capital Gold. Under the increased offer, Capital Gold shareholders will now receive 2.27 Timmins Gold common shares and US$0.25 in cash for each share of Capital Gold common stock.
The increased offer provides Capital Gold shareholders with total consideration of US$5.80 per Capital Gold share and exceeds the value of the Gammon offer by US$0.30 (or 5.4%) per Capital Gold share, based on closing prices on March 15, 2011.
Proxy Service ISS has noted in its supplementary proxy notice of March 15, 2011 that the Timmins Gold offer is higher.
Timmins also announced that it will amend the terms of its exchange offer, which has not yet commenced, for all of the outstanding shares of Capital Gold common stock to reflect the increased offer.
"Gammon has tried to scare Capital Gold shareholders by suggesting that if they don't take the Gammon bid they will be left with nothing. The truth is that we are committed to the merger of Timmins Gold and Capital Gold and have been since September 2010. Our offer is clearly superior to Gammon's revised proposal and we have no intention of going away," stated Bruce Bragagnolo, CEO of Timmins Gold. "The only impediment to getting a deal done is the Capital Gold board. We are confident that Capital Gold shareholders will not be intimidated by Gammon's scare tactics and will recognize that our offer is superior," Mr. Bragagnolo added.
TIMMINS: THE BETTER DEAL
-- Timmins will issue 2.27 Timmins common shares and US$0.25 in cash for
each Capital Gold share
-- The combined company will be a Mexico-focused, mid-tier gold producer -
50.5% owned by Capital Gold shareholders and 49.5% by Timmins
shareholders - and is expected to have 2011 production of 160,000 oz. Au
and combined proven and probable reserves of approx. 2.2 million oz. Au
-- The Combined Company will benefit from:
-- Re-rating upside potential: compared to the Gammon deal, Capital
Gold's own financial advisor said: "the long-term valuation re-
rating was potentially greater under a transaction with Timmins
-- Management team with a track record of building shareholder value
-- Experienced operations team based in the region
-- Enhanced exploration opportunities throughout the district
THE CHOICE IS CLEAR
PRESERVE YOUR RIGHT TO A BETTER DEAL
VOTE NOW AGAINST GAMMON
Timmins urges Capital Gold shareholders to preserve their right to receive the superior economic terms of Timmins' offer by voting AGAINST the Gammon deal on the GOLD proxy card. Shareholders who have previously voted for the Gammon deal on Capital Gold's white proxy card may obtain assistance in revoking or changing that vote by contacting Innisfree M&A Incorporated toll-free at 1-877-800-5182 (banks and brokers should call collect at 212-750-5833).
TIME IS SHORT AND YOUR VOTE IMPORTANT!
To ensure your vote is received before the meeting, please vote by telephone or via the Internet.
If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, INNISFREE M&A INCORPORATE TOLL-FREE, at 1-877-800-5182.
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