Trelawney Announces That 88.8% of Augen Gold Corp. Shares have Been Tendered to Its Offer and Reminds Shareholders That Deadl...
September 21 2011 - 9:40AM
Marketwired Canada
Trelawney Mining and Exploration Inc. ("Trelawney") (TSX
VENTURE:TRR)(FRANKFURT:RTW) announces that approximately 139,579,223 common
shares of Augen Gold Corp. ("Augen Gold") (TSX VENTURE:GLD) have been validly
deposited to its offer to acquire all of the issued and outstanding shares of
Augen Gold (the "Offer"). The deposited shares represent approximately 89% of
the issued and outstanding common shares of Augen Gold ("Augen Gold Shares") as
of September 9, 2011.
Under the Offer, which has the full support of the Augen Gold Board of
Directors, Augen Gold shareholders will receive 0.0862 of a common share of
Trelawney (each whole share, a "Trelawney Share") in exchange for each Augen
Gold Share they own. Trelawney will take up and issue Trelawney Shares as
payment for the Augen Gold Shares deposited to the Offer no later than three
business days after being taken up.
Deadline to Tender to the Offer: Friday September 23, 2011
As previously announced, Trelawney extended the Offer to 5:00 p.m. (Toronto
Time) on Friday, September 23, 2011 to allow for additional time for Augen Gold
shareholders to tender to the Offer. Tendering to the Offer prior to the expiry
will result in shareholders receiving Trelawney Shares in a timely manner, while
mitigating their company's costs to complete the transaction.
A formal notice of extension has been mailed to security holders of Augen Gold.
A copy of the notice of extension is also available online at www.sedar.com or
www.trelawneymining.com.
As set out in its bid circular in connection with the Offer, Trelawney intends
to take action intended to permit Trelawney to acquire the remaining Augen Gold
Shares that it does not own on the basis of 0.0862 of a Trelawney Share for each
Augen Gold Share as soon as practicable, including seeking approval of such
acquisition at a meeting of shareholders of Augen.
How to Tender Your Shares to the Offer
Augen Gold shareholders are encouraged to contact their broker, investment
advisor or other nominee as soon as possible and take the necessary steps to
tender their shares to the Offer. All questions regarding the 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 Offer are encouraged to do
so before the expiry time of 5:00 p.m. (Toronto Time) on September 23, 2011,
unless it is further 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.
U.S. Investors and Securityholders
In connection with the Offer, Trelawney has filed relevant materials with the
United States Securities and Exchange Commission (the "SEC"), including one or
more registration statements that contain a prospectus. U.S. investors and U.S.
securityholders are urged to read these documents and any other relevant
documents filed by Trelawney with the SEC, as well as any amendments or
supplements to these documents because they contain important information. U.S.
Investors and U.S. securityholders may obtain these documents free of charge at
the SEC's website at www.sec.gov. In addition, the documents filed with the SEC
by Trelawney can be obtained free of charge by directing such request to
Trelawney's Information Agent, Laurel Hill Advisory Group or at Trelawney's
website at www.trelawneymining.com U.S. investors and U.S. securityholders are
urged to read the prospectus and the other relevant materials before making any
investment decision with respect to the Offer.
About Trelawney
Trelawney is a Canadian junior mining and exploration company with a focus on
Archean gold deposits. Trelawney'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 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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