TYHEE GOLD CORP

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Message: Tyhee will acquire 73% stake in Sutter Gold

http://online.wsj.com/article/PR-CO-20140704-907449.html

Tyhee Gold Corp. ("Tyhee" or the "Company") (TSX VENTURE:TDC) is pleased to report that the Company has entered into an agreement (the "Implementation Agreement") with RMB Australia Holdings Limited ("RMB") and Sutter Gold Mining Inc. (TSX VENTURE:SGM)(OTCQX:SGMNF) ("Sutter") whereby, subject to certain conditions, Tyhee will acquire: all of the issued and outstanding shares of Sutter currently held by RMB and/or its affiliates; all of the issued and outstanding shares of Sutter that are to be issued to RMB by Sutter upon the proposed conversion of US$8 million of RMB's current debt exposure to Sutter; and approximately US$17 million of RMB's additional debt exposure to Sutter (the "Transaction".) Upon completion of the Transaction, Tyhee will hold approximately 73% of Sutter's issued and outstanding shares, on a non-fully-diluted basis.

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Tyhee proposes to acquire certain of RMB's current interests in Sutter pursuant to the Implementation Agreement as follows:

   1. Tyhee will acquire all of the current stock position in Sutter held by RMB and/or its affiliates (58,216,820 common shares) at C$0.02 per share, paid in cash on closing of the Transaction; 
 
   2. RMB will reduce its debt exposure to Sutter by US$8 million, from no more than US$40 million to no more than US$32 million by converting the US$8 million into 108,454,603 Sutter common shares at a deemed price of $0.0788 per share. Tyhee will then acquire such shares at C$0.02 per share, paid in cash on closing of the Transaction; and, 
 
   3. RMB will assign to Tyhee up to US$17 million of RMB's debt exposure, with RMB continuing to retain a US$15 million loan to Sutter, in consideration for the following: 
 
          1. 90 million Tyhee common shares issued from treasury; 
 
          2. US$4 million in cash; 
 
          3. a covenant by Tyhee to consummate an additional financing to raise the remaining balance necessary to achieve commercial production at Sutter' s Lincoln-Comet mine, to a maximum of US$ 17 million; and 
 
          4. a covenant by Tyhee to cause Sutter to make interest payments, principal repayments, and mandatory prepayments on the retained US$15 million loan from RMB to Sutter on a first ranking basis. 
 
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