Augen Gold Corp Reports on the Continued Failure of Dissidents to Disclose Intentions in Apparent Take-Over Attempt
TORONTO, ONTARIO--(Marketwire - July 16, 2010) - Augen Gold Corp (TSX VENTURE:GLD) ("Augen Gold" or the "Company") learned from media reports yesterday that the persons soliciting the proxies submitted in blank (the "Dissident Shareholders") may have disclosed their principals, director nominees and plans to a selective group of shareholders in a private meeting. This failure by the leaders of the Dissident Shareholders to make full, public disclosure continues to prejudice the majority of shareholders.
The Company understand from media reports the participants may have included two directors of Augen Gold who it is claimed "decided against delaying the meeting". If reports accurately attribute this claim and these two directors formed that decision, they failed to share their views with the other directors at the director's meeting that was called for 10:00 a.m. on July 13, 2010. These two directors acknowledged the directors' meeting of July 13th to other directors of the Company, but, contrary to the inference in media reports, failed to attend, let alone to vote either for or against the decision of the board the postpone the meeting.
Media reports also suggest that the two directors, who appear from the reports to have some involvement with the Dissident Shareholders, participated in an invitation-only simulated shareholder meeting in a private office downtown on the 13th of July. The Company has received no clarification or correction from the two directors concerning these reports.
Given that the Dissident Shareholders have kept their organizers, plans, proposed directors and the full business of the simulated meeting all a secret from the market for more than two full days, the Company can only confirm that the meeting, to the extent that it occurred, must have been of no legal effect.
The Company has also learned from the media that the meeting was conducted at the offices of Augen Capital Corp. The Company is concerned that the location of the meeting indicates that the Dissident Shareholders are pursuing a take-over bid for the Company without, among other things, paying the majority of shareholders appropriate change of control payments. The Company calls on Augen Capital Corp. to clarify its involvement in the meeting at its offices and to disclose to its fellow shareholders of the Company its activities and intentions so that all shareholders—and not only the ones invited to the private meeting at its offices—are fully informed.
The Company believes that if someone wants to take control of Augen Gold by installing their own nominees, they should tell you who those nominees are and what their plans for the Company are. Shareholders of the Company are encouraged to vote and send a message to the organizers of the Dissident Shareholders that your interests should not be disregarded and if they want control they should earn your support in public or offer you a premium.
The Company has been presented with further evidence that the solicitation made by the Dissident Shareholders has been conducted illegally. If any shareholders have been solicited in connection with the efforts by organizers of the Dissident Shareholders, they are encouraged to contact the Company directly to report this solicitation as it may have been conducted contrary to the law and in an attempt to prejudice the majority of shareholders.
The Company confirms that it has mailed further proxies in relation to the shareholder meeting in order that all shareholders have an opportunity to participate in the postponed shareholder meeting. As previously advised, the annual and general meeting of shareholders of the Company has been rescheduled to Friday, July 23, 2010 at 10:00 a.m. (Toronto time) at the Toronto Board of Trade. The proxy voting cut-off for the meeting will now be 10:00 a.m. (Toronto time) on Wednesday, July 21, 2010. The record date for the meeting will continue to be May 24, 2010. Shareholders who have already submitted proxies and do not wish to change their vote do not need to resubmit them as they will continue to be valid in connection with the postponed meeting scheduled for Friday, July 23, 2010.
About Augen Gold
Augen Gold is a gold exploration company with 23,877 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 a coherent ground position. Augen Gold has performed a detailed airborne geophysical survey over the whole area, and its sampling program has confirmed the historically reported gold values. The correlation of many gold showings with geophysical features indicates excellent potential for the discovery of additional deposits. 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.
Shareholders that have any questions or need assistance in voting please contact Laurel Hill Advisory Group, the Company's proxy solicitation agent, at: |
Toll Free:1.877.304.0211 |
Collect: 416.304.0211 |
email: [ assistance@laurelhill.com ] |
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.
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.