Trelawney Mining and Exploration Inc. and Augen Gold Corp. Announce Increased Offer and Support Agreement
August 26 2011 - 9:00AM
Marketwired Canada
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.
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