Augen Gold Corp. (TSX VENTURE: GLD) ("Augen Gold" or "GLD") is
concerned that the unsolicited offer made by Trelawney Mining and
Exploration Inc. ("Trelawney") to acquire all of the outstanding
shares of Augen Gold ("Common Shares") in exchange for shares of
Trelawney (the "Trelawney Offer") has been made in violation of the
Augen Gold shareholder rights plan, fails to comply with applicable
disclosure rules and confers potential collateral benefits on
certain shareholders.
Augen Gold's Rights Plan
In April, 2011, the Board of Directors of Augen Gold adopted a
shareholder rights plan (the "Shareholder Rights Plan"). The
purpose of the Shareholder Rights Plan is to provide the Board of
Directors and shareholders of Augen Gold ("Shareholders") with
sufficient time to properly consider any take-over bid made for
Augen Gold and to allow enough time for competing bids and
alternative proposals to emerge. The Shareholder Rights Plan also
seeks to ensure that all Shareholders are treated fairly in any
transaction involving a change of control of Augen Gold and that
all Shareholders have an equal opportunity to participate in the
benefits of a take-over bid. The Shareholder Rights Plan encourages
potential acquirers to negotiate the terms of any offer for Common
Shares with the Board of Directors or, alternatively, to make a
"Permitted Bid" without the approval of the Board of Directors.
The Trelawney Offer is not a Permitted Bid under the Shareholder
Rights Plan. To be a Permitted Bid, a take-over bid must, among
other things, be open for at least 60 days and be conditional on
acceptance by the holders of more than 50% of the Common Shares
(other than those Common Shares held by any Shareholder or group of
Shareholders making the take-over bid). The Trelawney Offer is open
for acceptance for only 48 days. In addition, because Trelawney has
retained the right to waive the condition that requires a minimum
level of acceptance of the Trelawney Offer by Shareholders, there
is effectively no minimum acceptance level under the Trelawney
Offer.
Augen Gold publicly announced that it had adopted the
Shareholder Rights Plan on April 25, 2011. As of today's date,
Trelawney has chosen not to amend the Trelawney Offer to make a
Permitted Bid, demonstrating that Trelawney may not want to offer a
fair price to all Shareholders.
Ordinarily, under the Shareholder Rights Plan, the rights would
separate ten business days after, among other things, the
announcement of an intention to make an offer that is not a
Permitted Bid. The Board of Directors acted on July 25, 2011, to
extend the separation time of rights under the Shareholder Rights
Plan to the close of business on August 22, 2011, or such other
time as the board may specify, in order to provide Trelawney time
to make an offer in compliance with the Shareholder Rights Plan and
to treat all Shareholders fairly.
Trelawney's Disclosure
Augen Gold is concerned about the quality of information in the
marketplace, and advises Augen Gold shareholders to read all
disclosure relating to the Trelawney Offer carefully. Augen notes
in particular that the Trelawney Offer documents appear to fail to
comply with Canadian securities laws. They state that "reasonable
and customary" compensation will be paid to parties engaged to
assist Trelawney. Canadian securities laws require the particulars
of any such compensation arrangements to be disclosed by offerors
to securityholders.
Augen Gold is concerned that the failure to disclose may be
material in this case as Shareholders are being offered no cash
consideration while service providers are likely obtaining the
benefit of cash. Augen Gold has asked securities regulators to
investigate this breach of public disclosure rules.
Collateral Benefit
Augen Gold is concerned that Shareholders who have entered into
lock-up agreements (the "Lock-up Agreements") with Trelawney have
been asked to do so pursuant to a form that conveys upon such
Shareholders an illegal collateral benefit that is not being made
available to other Shareholders. In particular, the Lock-up
Agreements purport to extend to locked-up Shareholders the benefit
of representations and warranties of Trelawney pursuant to any
agreement that may be made in the future. This benefit is offered
only to locked-up shareholders. Augen Gold has asked securities
regulators to investigate this potential collateral benefit.
If you have any questions or concerns please contact Phoenix Advisory
Partners, Augen Gold's information agent at:
North American Toll Free Phone: 1-866-521-4425
Email: inquiries@phoenixadvisorypartners.com
Toll Free Facsimile: 1-877-907-3176
Banks, Brokers and Collect Calls: 1-201-806-2222
About Augen Gold
Augen Gold is a gold exploration company with 23,685 hectares of
staked and patented mining claims in the Southern Swayze Greenstone
Belt, including the formerly producing Jerome Gold Mine. The claims
cover a 45-kilometre long section of the Ridout Deformation Zone,
believed to be the western extension of the Kirkland Lake/Larder
Lake Break. The geological setting is comparable to the major gold
camps of Timmins and Kirkland Lake, and the claims contain numerous
gold showings that have received very little historical
exploration. Augen Gold is the first company to have assembled such
a coherent ground position. Augen Gold has performed a detailed
airborne geophysical survey over the whole area. The correlation of
many gold showings with geophysical features indicates excellent
potential for the discovery of additional deposits. On July 18,
2011 Augen Gold announced an initial National Instrument 43-101 -
Standards of Disclosure for Mineral Projects ("NI 43-101")
compliant Mineral Resource estimate at Augen Gold's Jerome Mine
Project outlining a 1.03 million ounce Inferred gold resource (18.7
million tonnes grading 1.7 g/t) at a cutoff grade of 0.3 g/t. The
Company's objectives are to aggressively explore the gold showings
that correlate with geophysical anomalies, continue resource
definition at the Jerome Mine, and to expand its property portfolio
with highly prospective mineral assets.
For more information on the South Swayze Project, please refer
to the Company's NI 43-101 compliant technical report "Amended and
Restated Technical Report on the Augen Gold Corp. Claims, Porcupine
Mining Division, District of Sudbury, Ontario, Canada" (effective
April 8, 2008, available on the Company's profile at www.sedar.com,
along with the Company's other continuous disclosure
documents).
The information contained in this news release has been approved
by Augen Gold's Project Geologist, Gordon McRoberts, P.Geo., who is
a Qualified Person as defined in NI 43-101.
For more information on Augen Gold, visit our website at
www.augengold.ca.
Follow our blog at www.augengold.wordpress.com, and follow us on
www.twitter.com (#augengoldcorp).
This news release contains forward-looking statements. These
statements are based on information currently available to the
Company and the Company provides no assurance that actual results
will meet management's expectations. Forward-looking statements
include estimates and statements that describe the Company's future
plans, objectives or goals, including words to the effect that the
Company or management expects a stated condition or result to
occur. Forward-looking statements may be identified by such terms
as "believes", "anticipates", "expects", "estimates", "may",
"could", "would", "will", or "plan". Since forward-looking
statements are based on assumptions and address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results relating to, among other things,
results of exploration, project development, reclamation and
capital costs of the Company's mineral properties, and the
Company's financial condition and prospects, could differ
materially from those currently anticipated in such statements for
many reasons such as: changes in general economic conditions and
conditions in the financial markets; changes in demand and prices
for minerals; litigation, legislative, environmental and other
judicial, regulatory, political and competitive developments;
technological and operational difficulties encountered in
connection with the activities of the Company; and other matters
discussed in this news release. This list is not exhaustive of the
factors that may affect any of the Company's forward-looking
statements. These and other factors should be considered carefully
and readers should not place undue reliance on the Company's
forward-looking statements. The Company does not undertake to
update any forward-looking statement that may be made from time to
time by the Company or on its behalf, except in accordance with
applicable securities laws.
Shares outstanding: 127,711,347
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Augen Gold Corp. J. David Mason CEO and Director
416-915-4231 dmason@augengold.ca Augen Gold Corp. Robin M.
Sundstrom Strategy and Communications 647-822-8111
robin@augengold.ca www.augengold.ca Spyros Karellas Investor
Relations 416-433-5696 spyros@pinnaclecapitalmarkets.ca
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