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Kirkland Lake Gold stands ground on merger

Wednesday, 16 November 2016

KIRKLAND LAKE - Kirkland Lake Gold has issued, yet another press release reiterating that both Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC continue to recommend shareholders of Kirkland lake Gold vote in favour of the proposed arrangement with Newmarket Gold Inc. to merge the two companies.

An unsolicited offer has been received from Gold Fields Limited and Silver Standard Resources Inc. to purchase Kirkland Lake Gold.    ISS and Lewis Glass are the two financial advisors Kirkland Lake Gold hired to give them an independent evaluation of the proposed merger. The unsolicited offer has not resulted in either company changing their recommendation to Kirkland Lake Gold shareholders.

Shareholders of Kirkland Lake Gold and Newmarket will get to vote in favour of, or against the merger of the two companies. They do not get a vote to accept or reject the offer from Gold Fields and Silver Standard. Shareholders have until 10 a.m., Toronto time, to vote on the merger.

Institutional Shareholder Service Inc. has issued an alert to Kirkland Lake Gold shareholders advising them “the previously published recommendation remains unchanged.” ISS recommended shareholders vote in favour of the merger of the two gold mining companies.The press release also quotes Glass Lewis's recommendation. “We updated the Kirkland Lake Gold Proxy Paper following the release of additional details regarding an alternative, unsolicited acquisition proposal for Kirkland, as it relates to Kirkland's proposed merger with Newmarket. Our voting recommendation remains unchanged, as we continue to recommend that shareholders vote for the proposed arrangement with Newmarket alone.”  

If shareholders of both companies vote in favour of the merger, existing Kirkland Lake Gold shareholders will own about 57 percent of the new company and Newmarket shareholders will own about 43 percent. 

Under terms of the merger agreement each Kirkland Lake Gold shareholder will receive 2.1053 Newmarket shares, on a pre-consolidation basis, for each Kirkland Lake Gold share and this will work out to about one Newmarket share on a post-consolidation basis. 

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