Augen Gold Corp.

Augen Gold Corp.

June 23, 2010 08:30 ET

Augen Gold Corp. Announces Shareholder Consent for Exercise of Warrants

TORONTO, ONTARIO--(Marketwire - June 23, 2010) - Augen Gold Corp. ("Augen Gold" or "the Company") (TSX VENTURE:GLD) is pleased to announce that it has obtained the consent of a majority of disinterested shareholders to the exercise of warrants by certain shareholders in circumstances where they could own 20% or more of the issued and outstanding shares of the Company.

As previously announced, Augen Gold completed private placements on May 14, 2010 and May 20, 2010 for total gross proceeds of $4,900,000 consisting of 7,086,052 Flow-Through Units at $0.22 per Flow-Through Unit for gross proceeds of $1,558,932, and 19,653,335 Units at $0.17 per Unit for gross proceeds of $3,341,068. Each Flow-Through Unit consisted of one common share and one-half common share purchase warrant of the Company (each whole warrant being, a "Warrant"). Each Unit consists of one common share of the Company and one Warrant. Each Warrant entitles the holder to purchase one common share at a price of $0.25 until November 14, 2011. The Company has the right to accelerate the expiry date of the Warrants if the volume weighted average closing price of Augen Gold's common shares, as traded on the TSX Venture Exchange (the "TSX-V"), exceeds $0.40 per share for more than 10 consecutive trading days following the date that is four months and one day after the date of closing. In that event, the Warrants will expire 30 days after Augen Gold has given notice of the accelerated expiry period to the Warrant holders.

The securities issued pursuant to the private placement are subject to resale restrictions expiring four months and one day after closing. Net proceeds of the financing are being used to fund exploration and to increase working capital. Pursuant to the financings, agents and finders were paid $404,260 in cash commissions and were issued 2,139,152 agent's warrants, each whole agent's warrant entitling the holder to acquire one share for $0.25 until November 14, 2011.

Pursuant to this financing, Libra Fund, LP and Libra Offshore Master Fund, LP (collectively, the "Funds") acquired a total of 11,765,000 Units at a price of $0.17 per Unit for gross proceeds of $2,000,500 representing 15.4% of the issued and outstanding shares on a non-diluted basis and 23.6% on a fully diluted basis. Libra Advisors LLC acts as the investment advisor to the Funds and, accordingly, the Units owned by the Funds are under common direction and control. Mr. Ranjan Tandon is the Managing Member of Libra Advisors LLC who is responsible for voting the shares on behalf of the Funds.

Pursuant to applicable regulatory policies of the TSX-V, shareholder approval is required with respect to an investment which results in a person owning 20% or more of the issued and outstanding shares of a listed issuer. Consents of disinterested shareholders holding in excess of 50% of the shares of Augen Gold were obtained for the exercise of Warrants by the Funds if and when such exercise results in the Funds owning 20% or more of the issued and outstanding shares of Augen Gold. All regulatory requirements with respect to completion of the private placements have been satisfied. There is no assurance that the Funds will exercise the Warrants, and any exercise of the Warrants will not necessarily result in the Funds owning 20% or more of the issued and outstanding shares of the Company.

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 such 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.

For more information on Augen Gold, visit our website at

The Company's public documents may be accessed at

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.

Shares outstanding: 76,655,947

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.

Contact Information

  • Augen Gold Corp.
    J. David Mason
    Chief Executive Officer and Director
    416-779-7074 or 416-777-2007
    Toll-free: 1-888-442-8436