Augen Gold Advises All Shareholders That Trelawney Has Proposed to Pay Shareholders More
11 August 2011 - 7:23AM
Marketwired
The Board of Directors of Augen Gold Corp. ("Augen Gold" or the
"Company") (TSX VENTURE: GLD) announces that it has become aware
that information relevant to shareholders is circulating in the
market in relation to a proposed improvement in the offer made by
Trelawney Mining and Exploration Inc. ("Trelawney") to acquire all
of the outstanding common shares of Augen Gold (the "Original
Offer").
Augen Gold can confirm Trelawney approached Augen Gold, at a
meeting arranged by a shareholder on August 5, 2011, with a
proposed offer to materially increase the consideration payable to
Augen Gold shareholders (the "Proposed Revised Offer"). The meeting
was followed up by correspondence describing the terms of the
Proposed Revised Offer. The correspondence purported to make the
Revised Offer available until 5:00 p.m. on Monday, August 8,
2011.
The special committee of the board of directors of Augen Gold
wrote to Trelawney promptly upon receipt of the Proposed Revised
Offer, and in advance of Trelawney's proposed expiry time, to
attempt to engage in market-typical confirmatory diligence and
negotiation of a support agreement to determine if a basis for a
friendly transaction could be reached in relation to the Proposed
Revised Offer. Trelawney failed prior to the expiry time, and has
to date failed or refused, to comment in any meaningful way on the
draft confidentiality agreement provided by Augen Gold, and has not
provided any proposed form of support agreement as a basis for
discussions.
While Trelawney has, apparently, failed to engage in a typical
process, it has come to the attention of Augen Gold that the
details of the meeting and some of the terms of the Proposed
Revised Offer have been circulating between certain media outlets
and third parties. Augen Gold has concluded that all shareholders
of Augen Gold need to know the facts which appear to be
circulating.
TRELAWNEY CLEARLY HAS CONCLUDED THAT AUGEN GOLD IS WORTH MORE
THAN IT ORIGINALLY OFFERED.
SHAREHOLDERS ARE CAUTIONED THAT, IF THEY SIGN LOCK-UP AGREEMENTS
OR TENDER TO THE ORIGINAL OFFER, THEY MAY BE UNABLE TO CAUSE
TELAWNEY TO OFFER ALL SHAREHOLDERS THE INCREASE IN VALUE
CONTEMPLATED BY THE PROPOSED REVISED OFFER.
Current Recommendation
In the Augen Gold Director' Circular dated July 26, 2011 (the
"Directors' Circular"), Augen Gold's board of directors recommended
that Augen Gold shareholders reject the Original Offer.
If the Proposed Revised Offer is publicly made to Augen Gold
shareholders, the board of directors of Augen Gold expects to
consider the full terms of such offer and issue a notice of change
in relation to the Directors' Circular.
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 Southern 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: 143,105,036
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. Robin M. Sundstrom Strategy and
Communications 647-822-8111 robin@augengold.ca
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