Augen Gold Corp.
TSX VENTURE : AUJ

Augen Gold Corp.

March 04, 2009 16:05 ET

ACC's Proposed Debt Conversion Price Is Inadequate, Augen Gold Special Committee Concludes

TORONTO, ONTARIO--(Marketwire - March 4, 2009) - Augen Gold Corp. ("Augen Gold") (TSX VENTURE:AUJ) announced today that a Special Committee appointed by Augen Gold's Board of Directors has provided its interim report to the Board, in which the Special Committee concluded that the proposed conversion price of $0.125 per common share of Augen Gold for the conversion of advances made by Augen Gold's largest shareholder is inadequate.

Background

The Special Committee was appointed to deal with a requisition (the "Requisition") made by a shareholder, Augen Capital Corp. ("ACC"), for a special shareholders meeting (the "Meeting"), and related matters. ACC's Requisition requested that the Board of Directors call a shareholder meeting (a) to approve the issuance of common shares of Augen Gold to ACC at an issue price of $0.125 per common share, in "full satisfaction of the outstanding debt owed" by Augen Gold to ACC; and (b) to remove all current directors of Augen Gold and replace them with other individuals. Augen Gold's directors did not call the Meeting. ACC has purported to call the meeting to be held on March 13, 2009.

ACC's Proxy Circular dated February 13, 2009 now indicates that it is only the members of the Special Committee who are proposed to be removed. The members of the Special Committee are Mr. James Stephenson and Mr. Joseph Leeder, the only Board members not connected with ACC. The Board of Directors is currently comprised of Mr. David Mason, Mr. Stephenson and Mr. Leeder.

The Special Committee obtained technical and financial advice from Watts Griffis and McOuat, Consulting Geologists and Engineers, in relation to the adequacy, from a financial point of view, of the proposed conversion price of $0.125 per common share. The Special Committee also retained Bennett Jones LLP as its legal advisor.

Proposed Conversion is Sufficient to Give ACC Effective Control of Augen Gold

The proposed "shares for debt conversion", if approved by the shareholders and the TSX-V, would provide ACC with approximately 9 million additional common shares, and would increase ACC's holdings to approximately 38% of the Corporation's outstanding common shares, sufficient to give ACC effective control of Augen Gold.

Conclusions and Findings of the Special Committee

The Special Committee's conclusions and findings include the following:

(a) in view of the Corporation's circumstances, a shares-for-debt conversion in relation to certain financial advances made by ACC to Augen Gold at an appropriate price would be in Augen Gold's best interests;

(b) ACC's proposed conversion price of 12.5 cents per common share is inadequate, from a financial point of view, and is not in the best interests of the shareholders of Augen Gold other than ACC;

(c) a conversion price in the range of 15 cents to 18 cents per share would be adequate, from a financial point of view;

(d) ACC is not entitled to call and hold the Meeting under the relevant provisions of the Business Corporations Act (Ontario) because the primary purpose of ACC's proposal to effect the shares for debt conversion at 12.5 cents per common share is to enforce a personal claim or redress a personal grievance of ACC against Augen Gold;

(e) The Special Committee disagrees with significant aspects of ACC's Proxy Circular and finds that that certain statements made by ACC are inaccurate and misleading, in particular personal attacks made by ACC against Mr. Stephenson and Mr. Leeder;

(f) In all of the circumstances, including the anticipated costs to the Corporation, the Special Committee finds that it is not in the best interests of the Corporation to seek an injunction to prevent the Meeting scheduled for March 13, 2009 or to incur the cost of preparing and mailing a circular to shareholders.

Augen Gold is not soliciting proxies in respect of the Meeting and nothing in this news release should be regarded as a solicitation or request for a proxy, or a request to execute or not to execute a proxy or revoke a proxy, or a recommendation as to how shareholders of Augen Gold should vote at the Meeting.

The Special Committee obtained an opinion from Watts Griffis and McOuat Limited that concluded that the conversion of debt to shares at a price of $0.125 as contemplated is inadequate, from a financial point of view, to Augen Gold and that that a conversion made at a price in the range of $0.15 to $0.18 per share would be fair, from a financial point of view, to Augen Gold. This opinion is subject to the terms and conditions set out in the written opinion of Watts Griffis and McOuat Limited.

The Special Committee also observed that despite written requests on January 9 and January 28, 2009, ACC provided the Special Committee with no basis to support a conversion price of 12.5 cents per common share other than market trading prices of Augen Gold's common shares during the autumn of 2008.

Finally, the Special Committee concluded that, given the refusal by ACC and by Augen Gold management to comply with a payment direction of the Special Committee dated February 20, 2009 and the express terms of the Board's unanimous resolution appointing the Special Committee, the Special Committee must take legal action to cause Augen Gold to pay the fees of the professional advisors engaged to assist the Special Committee in carrying out its mandate.

About Augen Gold

Augen Gold is a gold exploration company with 24,042 hectares of mining claims over a 45-kilometre length located in Swayze Greenstone Belt, including the formerly producing Jerome Gold Mine and directly adjacent to the Young Shannon gold deposit. The Company's objective is to aggressively explore the Jerome mine in order to determine the gold potential along strike on the contiguous mining claims, and to continue to expand its property portfolio with highly prospective mineral assets.

For more information on Augen Gold, visit our website at www.augengold.ca.

The Company's documents may be accessed at www.sedar.com.

Shares outstanding: 24,880,685

Contact Information

  • Augen Gold Corp.
    James Stephenson
    Director
    (416) 219-9791
    Website: www.augengold.ca