Trelawney Announces Intention to Make an Offer to Acquire Augen Gold Corp.
TORONTO, ONTARIO--(Marketwire - July 11, 2011) - Trelawney Mining and Exploration Inc. ("Trelawney" or the "Company") (TSX VENTURE:TRR)(FRANKFURT:RTW) announced today its intention to make a share exchange take-over bid (the "Offer") to acquire all of the outstanding common shares of Augen Gold Corp. ("Augen"), not including common shares of Augen currently held by Trelawney, at an implied offer price of
.32 per common share (based on the closing price of the common shares of Trelawney on the TSX Venture Exchange (the "TSXV") on July 8, 2011). Under the terms of the Offer, Augen shareholders will be entitled to receive 0.066 common shares of Trelawney (the "Trelawney Shares") for each common share of Augen (the "Augen Shares") held.
The implied offer price represents a premium of 40% relative to the volume-weighted average price of Augen Shares on the TSXV over the last 20 trading day period ended on July 8, 2011, the last trading day prior to Trelawney announcing its intention to make the Offer.
A group of Augen shareholders consisting of Libra Advisors LLC, Sprott Asset Management LP, Augen Capital Corp., Mineralfields 2010-V Inc., Pathway Multiseries Fund LP, Sheldon Inwentash, Lynn Factor and Dr. Andrew Budning, representing an aggregate of 42% of the issued and outstanding Augen Shares, have entered into lock-up agreements in support of the Offer.
Trelawney announces its intention to make the Offer after its repeated efforts to engage Augen management in a negotiated transaction were unsuccessful.
"Our Offer will provide Augen shareholders with significant and immediate value for their shares, increased liquidity, and the opportunity to participate in the further exploration and development of the Côté Lake Deposit on our Chester Project." said Greg Gibson, President and CEO of Trelawney. "With significantly greater financial resources than Augen, a proven management team with development expertise, and an expanded land package contiguous to the Chester Project, Trelawney will have the resources and flexibility to develop Côté Lake in an optimal manner that maximizes the value of the project for all shareholders."
Augen is a gold exploration company with 23,685 hectares of staked and patented mining claims in the Southern Swayze Greenstone Belt, in the area immediately adjacent to Trelawney's Côté Lake Deposit. The Augen 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 for Augen's claims is comparable to the major gold camps of Timmins and Kirkland Lake. To date, Augen has performed a detailed airborne geophysical survey of the area, and its sampling program has confirmed the historically reported gold values.
As previously disclosed on March 7, 2011, the results of an initial Mineral Resource estimate for Trelawney's Côté Lake Deposit on the Chester Project reported Inferred Mineral Resource totals of 131 million tonnes averaging 1.00 g/t Au for 4.22 million ounces of contained gold at a cut-off grade of 0.30 g/t Au. The Mineral Resource estimate was audited by Roscoe Postle Associates Inc. and reported in accordance with National Instrument 43-101 requirements.
Additional Details of the Offer
Full details of the offer will be included in a formal take-over bid circular to be filed with securities regulatory authorities and mailed to Augen shareholders. Trelawney will request a shareholders' list from Augen today and expects to mail the offer and take-over bid circular to Augen shareholders as soon as practical upon receipt of this list. The Offer will be open for acceptance for 50 days following the commencement of the Offer.
The Offer will be subject to certain conditions of completion, including receipt of all necessary regulatory approvals, absence of material adverse changes and not less than 66Gàö% of the Augen Shares, calculated on a fully diluted basis, being deposited under the Offer and not withdrawn. Once the two-thirds percentage acceptance level is met, Trelawney intends, but is not required, to take steps to acquire all remaining Augen Shares in accordance with applicable law.
Trelawney has engaged RBC Capital Markets to act as financial advisor to the Company in connection with the Offer.
In connection with the proposed transaction, Trelawney will file 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 (if and when they become available) and any other relevant documents filed by Trelawney with the SEC, as well as any amendments or supplements to these documents because they will contain important information. U.S. Investors and U.S. security holders 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. Such documents are not currently available. U.S. investors and U.S. securityholders are urged to read the prospectus and the other relevant materials when they become available before making any investment decision with respect to the proposed transaction.
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. 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.
Conference Call Information
Trelawney will host a conference call for the investment community to discuss the proposed transaction today, July 11, 2011, at 11:00 am (Toronto time). Investors, analysts, media and other interested parties are invited to attend. To join the call please dial the following:
Toll-free North American participants: 1-800-319-4610
The presentation referenced on the conference call can be viewed at and downloaded from Trelawney's website at www.trelawneymining.com. A replay of the call will be available by dialing 1-800-319-6413 and entering Passcode 1335# or by accessing the link to the recording that will be posted to Trelawney's website shortly after the conference call.