TORONTO, ONTARIO--(Marketwire - Aug. 10, 2011) - 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