ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for default Register for Free to get streaming real-time quotes, interactive charts, live options flow, and more.

GLD GoldOn Resources Ltd

0.035
-0.005 (-12.50%)
Last Updated: 14:30:07
Delayed by 15 minutes
Share Name Share Symbol Market Type
GoldOn Resources Ltd TSXV:GLD TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.005 -12.50% 0.035 0.03 0.04 0.035 0.035 0.035 51,258 14:30:07

Augen Gold Believes Trelawney Offer to Be Non-Compliant

26/07/2011 6:00pm

Marketwired Canada


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

1 Year GoldOn Resources Chart

1 Year GoldOn Resources Chart

1 Month GoldOn Resources Chart

1 Month GoldOn Resources Chart

Your Recent History

Delayed Upgrade Clock