The Board of Directors of Augen Gold Corp. ("Augen Gold" or the
"Company") (TSX VENTURE: GLD) announces that the calculation of
locked-up shares included in the press release of Trelawney Mining
and Exploration Inc. ("Trelawney"), issued on August 9, 2011, is
incorrect.
In its press release, Trelawney erroneously indicated that
shareholders representing 53.7% of Augen Gold's issued and
outstanding shares have entered into lock-up agreements to support
the Trelawney offer dated July 13, 2011 (the "Offer") to acquire
all of the outstanding shares of Augen Gold. Based on lock-up
agreements filed by Trelawney on SEDAR to date, a total of
69,600,065. Augen Gold shares are subject to lock-up agreements
with Trelawney, which, together with the 4,515,502 Augen Gold
Shares held directly or controlled by Trelawney, means that
Trelawney incorrectly believes that 57% of Augen Gold shares are
owned by Trelawney or locked-up to support the Offer.
In fact, Augen Gold's transfer agent, Computershare Investor
Services Inc., advises that as of the opening of business on August
10, 2011 there is now a total of 143,105,036 Augen Gold shares
outstanding. Therefore, only 48.6% of Augen Gold shares outstanding
are currently subject to lock-up agreements with Trelawney. When
shares held directly or controlled by Trelawney are included, the
total is only 51.8% of Augen Gold shares.
On a fully diluted basis, assuming that all the in-the-money
warrants and options will be exercised, Trelawney currently has
lock-up agreements for 40.5% of the Company's shares. When shares
held directly or controlled by Trelawney are included in the
computation, only about 43.1% of Augen Gold shares are owned by
Trelawney or locked up.
Please refer to the Augen Gold Directors' Circular, dated July
26, 2011 (the "Directors' Circular"), in which Augen Gold's board
of directors (the "Board") considers the Offer to be inadequate and
recommends that all Augen Gold shareholders reject the Offer.
The Directors' Circular, which sets forth in greater detail the
Board's recommendation and the underlying rationale, has been
mailed to all Augen Gold shareholders. As well, Paradigm Capital
Inc. ("Paradigm"), the financial advisors to the Special Committee
of independent directors appointed by the Board (the "Special
Committee"), has provided a written opinion to the Special
Committee that, as of the date of such opinion, the consideration
offered pursuant to the Trelawney offer is inadequate, from a
financial point of view, to Augen Gold shareholders, other than
Trelawney and its associates, affiliates and joint actors. The full
text of Paradigm's opinion, which Augen Gold shareholders are urged
to read in its entirety, is included in 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. 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 416-800-8921 spyros@pinnaclecapitalmarkets.ca
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