TORONTO,
Sept. 13, 2011 /PRNewswire/ -
AuRico Gold Inc. ("AuRico") (TSX:AUQ) (NYSE:AUQ) and
Northgate Minerals Corporation ("Northgate") (TSX:NGX)
(NYSE-Amex:NXG) jointly announce that pursuant to the New York
Stock Exchange's advance notice requirement for setting record
dates, the record date for the notice of the AuRico Meeting
and the Northgate Meeting (as defined below) has now been set for
September 23, 2011. Consistent with
the change in the record date, the date of both companies' special
meetings of shareholders has now been set for October 24, 2011.
The purpose of the AuRico special meeting
("AuRico Meeting") is to consider a resolution to approve the
issuance of the AuRico common shares to Northgate security holders
in connection with the Arrangement (as hereinafter defined). The
AuRico Meeting is being held concurrently with the special meeting
of Northgate shareholders ("Northgate Meeting") which has been
called to consider the Arrangement.
AuRico shareholders of record at the close of
business on September 23, 2011 will
be provided with the notice of the AuRico Meeting and AuRico's
management information circular in respect of the AuRico Meeting
and will be entitled to vote at the AuRico Meeting.
Northgate shareholders of record at the close of
business on September 23, 2011 will
be provided with the notice of the Northgate Meeting and
Northgate's management information circular in respect of the
Northgate Meeting and will be entitled to vote at the Northgate
Meeting.
Both companies' information circulars will be
publicly filed and mailed during the week of September 26, 2011.
On August 29,
2011, AuRico and Northgate announced that the companies had
entered into an arrangement agreement (the "Arrangement
Agreement"), pursuant to which, among other things, AuRico will
acquire all of the issued and outstanding common shares of
Northgate in accordance with a court-approved plan of arrangement
of Northgate under the British
Columbia Business Corporations Act (the
"Arrangement"). Assuming the Arrangement becomes effective, each
Northgate shareholder will receive 0.365 of an AuRico common share
for each Northgate common share.
About AuRico
Gold:
AuRico Gold is a
leading intermediate Canadian gold and silver producer with a
diversified portfolio of high quality mines and projects in
Mexico. The Company's three
wholly-owned operating properties include the Ocampo mine in Chihuahua State, the El Chanate
mine in Sonora State and the El
Cubo mine in Guanajuato State. A strong pipeline of
development and exploration stage projects include the Guadalupe y
Calvo advanced development property in Chihuahua State and the
Orion advanced development property in Nayarit State, along with six exploration
properties throughout Mexico.
AuRico's head office is located in Toronto, Ontario, Canada.
About Northgate Minerals:
Northgate Minerals Corporation is a gold and
copper producer with mining operations, development projects and
exploration properties in the Americas and Australia. Northgate currently owns and
operates the Fosterville and
Stawell gold mines in Victoria
Australia, and is building the Young-Davidson gold mine in northern Ontario, which is targeting a 15-year mine
life with average annual production of 180,000 ounces of gold
commencing in 2012.
Cautionary Statement
Cautionary Note to US Investors - The United
States Securities and Exchange Commission (the "SEC") permits US
mining companies, in their filings with the SEC, to disclose only
those mineral deposits that a company can economically and legally
extract or produce. This press release uses certain terms, such as
"measured", "indicated" and "inferred" "resources", that the SEC
guidelines strictly prohibit US registered companies from including
in their filings with the SEC. US investors are urged to consider
closely the disclosure in AuRico's Annual Report on Form 40-F,
which may be secured from AuRico or from the SEC's website
at http://www.sec.gov.
No stock exchange, securities commission or
other regulatory authority has approved or disapproved the
information contained herein.
Certain statements included herein, including information as
to the future financial or operating performance of AuRico
or Northgate, their respective subsidiaries and their
respective projects, constitute forward-looking statements.
The words ''believe'', ''expect'', ''anticipate'', ''target'',
''continue'', ''estimate'', ''may'', and similar expressions
identify forward-looking statements. Forward-looking statements
include, among other things, statements regarding anticipated
future financial and operational performance, the future price of
gold and silver and the ratio of their prices, the de-risking of
operations, future exploration results of its exploration and
development programs and the success of AuRico or Northgate's
exploration approaches, AuRico or Northgate's ability to delineate
additional resources and reserves as a result of such programs,
statements regarding their respective financial exposure to
litigation, targets, estimates and assumptions in respect of gold
and silver production and prices, operating costs, results and
capital expenditures, mineral reserves and mineral resources and
anticipated grades, recovery rates, future financial or operating
performance, margins, operating and exploration expenditures, costs
and timing of completion of the Ocampo expansion program and improvements to
the heap leach pad, costs and timing of the development and
commencement of production of new deposits, costs and timing of
construction, costs and timing of future exploration and
reclamation expenses, including anticipated 2011 results, operating
performance projections for 2011, AuRico or Northgate's ability to
fully fund their respective business model internally, 2011 gold
and silver production and the cash and operating costs associated
therewith, the ability to achieve productivity and operational
efficiencies, and the timing of each thereof. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Company, are
inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. The operating
and financial performance of the Company will be affected by
changes in the actual gold equivalency ratio realized in 2011. Many
factors could cause the Company's actual results to differ
materially from those expressed or implied in any forward-looking
statements made by, or on behalf of, AuRico or Northgate. Such
factors include, among others, known and unknown uncertainties and
risks relating to additional funding requirements, reserve and
resource estimates, commodity prices, hedging activities,
exploration, development and operating risks, illegal miners,
political and foreign risk, uninsurable risks, competition, limited
mining operations, production risks, environmental regulation and
liability, government regulation, currency fluctuations, recent
losses and write-downs, restrictions in any of AuRico and
Northgate's loan facilities, dependence on key employees, possible
variations of ore grade or recovery rates, failure of plant,
equipment or process to operate as anticipated, accidents and
labour disputes. Investors are cautioned that forward-looking
statements are not guarantees of future performance and,
accordingly, investors are cautioned not to put undue reliance on
forward-looking statements due to the inherent uncertainty
therein.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, and shall not
constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The securities to be offered by AuRico have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the U.S.
Securities Act. AuRico intends to offer and sell its
securities in the United States
pursuant to the exemption from registration set forth in Section
3(a)(10) of the U.S. Securities Act.
SOURCE AuRico Gold Inc.