Auriga Gold Corp.

Auriga Gold Corp.

April 29, 2011 15:20 ET

Auriga Gold Offers Incentive Program for Early Exercise of Warrants

TORONTO, ONTARIO--(Marketwire - April 29, 2011) - Auriga Gold Corp. (TSX VENTURE:AIA) ("Auriga Gold" or the "Company") is pleased to announce a warrant exercise program (the "Warrant Program") designed to encourage the early exercise of up to 14,869,747 of its outstanding unlisted warrants that are exercisable at a price of $0.40 per share (the "Unit Warrants") and up to 1,271,196 of its outstanding unlisted warrants that are exercisable at a price of $0.45 per share (the "FT Unit Warrants"). All of the Unit Warrants and the FT Unit Warrants (collectively, the "Warrants") are exercisable to acquire one common share of the Company and expire between October 6 and October 12 of 2012. All non-US resident holders of Warrantsare offered an incentive consisting of a cash payment of C$0.05 per Warrant exercised (the "Cash Incentive") to encourage the early voluntary exercise of the Warrants for a period commencing May 6, 2011 and ending 5:00 p.m. (Toronto time) on June 3, 2011 (the "Early Exercise Period"). Only those holders of Warrants who exercise ALL of their Warrants during the Early Exercise Period will be eligible to receive the Cash Incentive. No finder's fee is payable by the Company in connection with the Warrant Program.

If all eligible Warrants are exercised on or before the expiry of the Early Exercise Period, the Company expects it will:

  • receive gross proceeds of C$6,519,538
  • issue 16,139,193 common shares
  • pay to holders of Warrants C$806,960
  • realize net proceeds of C$5,712,579

Holders of Warrants who elect to participate in the Warrant Program will be required to deliver to the Company's warrant agent, Equity Financial Trust Company, 200 University Avenue, Suite 400, Toronto, ON M5H 4H1 Attention: Corporate Trust Department: (i) a duly executed Warrant Program exercise agreement (the "Exercise Agreement"); (ii) a duly executed subscription form (as attached to the certificates representing their Warrants); (iii) the original certificate representing the Warrants being exercised; and (iv) the applicable aggregate exercise price for the Warrants payable to the Company by way of certified cheque, bank draft or money order payable at par in the City of Toronto, Ontario.

The terms and conditions of the Warrant Program will be set forth in the Exercise Agreement, which will be mailed to the registered address of each holder of Warrants as shown on the warrantholder register maintained in accordance with the warrant indenture pursuant to which the Warrants were issued. The summary of the Warrant Program contained herein is subject in its entirety to the terms and conditions of the Exercise Agreement.

If holders of Warrants avail themselves of the Warrant Program, this will strengthen the Company's current cash position and provide the Company with additional working capital to accelerate its development program. Warrants that remain unexercised following the completion of the Early Exercise Period will continue to be exercisable into common shares on the same terms as set out in the warrant indenture.

About Auriga Gold

Auriga Gold is a Canadian mine development and exploration company with an experienced team focused on expanding gold resources and developing the combined Puffy Lake and Nokomis properties (the "Maverick Gold Project"). The Company plans to upgrade and expand the historic resources at the Maverick Gold Project and bring the Puffy Lake Mine back into production.

Certain information regarding the Company including management's assessment of future plans and operations, may constitute forward looking statements under applicable securities laws and necessarily involve risks associated with mining exploration and development, volatility of prices, currency fluctuations, imprecision of resource estimates, environmental and permitting risks, access to labour and services, competition from other companies and ability to access sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. A feasibility study has not been completed and there is no certainty the disclosed targets will be achieved nor that the proposed operations will be economically viable. This press release is not and is not to be construed as an offer to buy or sell securities in the United States.

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.

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