Trelawney Mining and Exploration Inc. and Augen Gold Corp. Announce Increased Offer and Support Agreement
26 August 2011 - 3:00PM
Marketwired
Trelawney Mining and Exploration Inc. ("Trelawney") (TSX VENTURE:
TRR)(FRANKFURT: RTW) and Augen Gold Corp. ("Augen Gold") (TSX
VENTURE: GLD) announce that the two companies have entered into a
support agreement pursuant to which Trelawney will amend its
existing offer to acquire all of the issued and outstanding common
shares of Augen Gold to increase its existing offer to 0.0862 of a
Trelawney share in exchange for each Augen Gold share (the "Amended
Offer"). Based on the closing price of Trelawney shares on July 8,
2011 (the last trading day prior to Trelawney's initial offer) the
implied Amended Offer price is $0.42 per common share, representing
a premium of approximately 84%. Based on the closing price of
Trelawney shares on August 25, 2011 the implied Amended Offer price
is $0.34 per common share and $0.38 per common share based on the
20 day volume-weighted average of the Trelawney shares.
"I am pleased that, following extensive negotiations, we were
able to reach a support agreement with Augen Gold's Board of
Directors," said Greg Gibson, Trelawney's President and CEO. "This
is an exciting transaction for shareholders of both companies who
stand to benefit from the optimal development of the Cote Lake
deposit and an expanded, contiguous land package. I look forward to
welcoming the new Trelawney shareholders and continuing to create
value on behalf of all shareholders."
Tim Peterson, Chairman of Augen Gold's Board of Directors,
stated, "After careful consideration of strategic alternatives,
protracted negotiations and the receipt of two fairness opinions
from our financial advisors in support of the proposed transaction,
and on the recommendation of the Special Committee, the Augen Gold
Board of Directors recommends that shareholders tender their shares
to the Amended Offer from Trelawney."
The Special Committee of independent directors appointed by
Augen Gold's Board of Directors received opinions from its
financial advisors, Paradigm Capital Inc. and Canaccord Genuity
Corp., that the Amended Offer is fair, from a financial point of
view, to Augen Gold's shareholders.
A notice of variation and extension of the existing offer is
expected to be mailed to security holders of Augen Gold by the end
of this week with a revised expiry date of September 12, 2011.
Trelawney has also entered into lock-up agreements with certain
of the directors and officers of Augen Gold. Under the lock-up
agreements, each locked-up director and officer has agreed to
tender all of his common shares of Augen Gold to the Amended
Offer.
The Support Agreement provides that Augen Gold's Board of
Directors will issue a notice of change to its directors' circular
that will contain a favourable recommendation to Augen Gold
shareholders together with the fairness opinions provided by
Paradigm Capital Inc. and Canaccord Genuity Corp. The Support
Agreement contains, among other things, provisions for a $2 million
break fee payable by Augen Gold in certain circumstances for
non-solicitation of competing offers and for notification by Augen
Gold to Trelawney of the receipt of any alternative proposals from
third parties and a right of Trelawney to match any such
proposal.
Lock-Up Agreements
Augen Gold currently has 148,833,202 issued and outstanding
common shares. Of these, 74,912,565 or 53.3% have entered into
lock-up agreements in support of the Amended Offer including the
directors and officers of Augen Gold.
Trelawney has extended the Offer to 5:00 p.m. on September 12,
2011 and will mail a notice of change with its notice of variation
and extension in connection with the Amended Offer to all Augen
Gold Shareholders by early next week. The Amended Offer is subject
to certain conditions, including the acquisition of 662/3% of the
common shares of Augen Gold.
How to Tender Your Shares to the Offer
All questions regarding the Amended Offer and how to tender
Augen Gold shares should be directed to Laurel Hill Advisory Group
at 1-877-452-7184 (North American Toll Free) or 416-304-0211
(Banks, Brokers or Collect Calls). Shareholders who wish to accept
the Amended Offer may do so before the Expiry Time of 5:00 p.m.
(Toronto Time) on September 12, 2011 unless it is withdrawn or
extended.
This press release does not constitute an offer to buy or an
invitation to sell, or the solicitation of an offer to buy or
invitation to sell, any securities of Trelawney or Augen Gold. Such
an offer may only be made pursuant to an offer and takeover bid
circular filed with the securities regulatory authorities in Canada
and pursuant to registration or qualification under the securities
laws of any other such jurisdiction.
About Trelawney
Trelawney is a Canadian junior mining and exploration company
with a focus on Archean gold deposits. The Company's current focus
is directed towards the continued exploration and development of
the Cote Lake Deposit, located in Chester Township 20 kilometres
southwest of Gogama, Ontario.
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.
This press release contains only summary information about the
Offer and does not constitute an offer to purchase any securities.
Complete information about the Offer is available by referring to
the offer to purchase and take-over bid circular filed with
Canadian securities regulators. Certain statements contained in
this press release concerning Trelawney's objectives, goals,
strategies, intentions, plans, beliefs, expectations and estimates
are forward-looking statements. The words "believe", "expect",
"intend", "may", "anticipate", "will", "would" and similar
expressions and the negative of such expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. These
forward-looking statements are not based on historical facts, but
rather on current expectations, assumptions and projections about
future events. While Trelawney considers these factors and
assumptions to be reasonable based on information currently
available, they may be proven to be incorrect. Known and unknown
factors could cause actual results to differ materially from those
projected in the forward-looking statements. Such factors include,
but are not limited to any of the terms and conditions of the Offer
not being satisfied; general economic conditions; dependence on key
personnel; and variations in required capital expenditures. Given
these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.
Neither the 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: Media: Longview Communications Inc. David Ryan
416-649-8007 Media: Longview Communications Inc. Joel Shaffer
416-649-8006 Augen Shareholders: Laurel Hill Advisory Group
1-877-452-7184 or 416-304-0211 (collect)
assistance@laurelhill.com
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