Morgain Minerals Inc.

Morgain Minerals Inc.
Aurogin Resources Ltd.

Aurogin Resources Ltd.

July 18, 2007 22:49 ET

Aurogin and Morgain Sign Amalgamation Agreement

TORONTO, ONTARIO--(Marketwire - July 18, 2007) - Further to their joint news release dated March 5, 2007, Aurogin Resources Ltd. ("Aurogin") (TSX VENTURE:AUQ) and Morgain Minerals Inc. ("Morgain") (TSX VENTURE:MGM) are pleased to announce that they have signed a formal Amalgamation Agreement aimed at creating a new, growth oriented gold producer to be called Castle Gold Corporation ("Castle Gold"). With a larger production profile and greater reserves and resources, Castle Gold will stand poised to grow shareholder value through increased leverage to rising gold prices.

Summary of the Transaction

The transaction will result in one new corporate entity, Castle Gold. Each shareholder of Aurogin will receive one (1) common share of Castle Gold for each two (2) Aurogin shares held immediately prior to the date on which the transaction becomes effective. Each shareholder of Morgain will also receive one (1) common share of Castle Gold for each two (2) Morgain common shares held. Castle Gold will apply to list its shares on the TSX Venture Exchange.

All validly subsisting options, warrants and rights to acquire shares of Aurogin or Morgain will be exercisable to acquire that number of common shares of Castle Gold, on an adjusted basis as to the price and number in reference to the share exchange ratio. The term of all outstanding options and warrants will remain unchanged.

Special Meetings of Shareholders of Aurogin and Morgain

The Boards of Directors of both Aurogin and Morgan unanimously approved the Amalgamation Agreement and are recommending the transaction to their shareholders. The transaction requires the approval of at least two-thirds of the votes cast by both Aurogin's and Morgain's respective shareholders, and is subject to all requisite regulatory and court approvals and the satisfaction of all conditions precedent and other conditions customary in transactions of this nature.

Aurogin's special meeting of shareholders to approve the amalgamation will be held at 330 Bay Street, 3rd Floor, Toronto, Ontario, on Friday, August 17, 2007 at 10:00 a.m. (Eastern Daylight Time). Morgain's special meeting of shareholders will be held at the Metropolitan Hotel, 2nd Floor, 645 Howe Street, Vancouver, British Columbia, on Friday August 17, 2007 at 10:00 a.m. (Pacific Daylight Time).

If the amalgamation is approved at the respective special meetings of shareholders and all other conditions, including requisite regulatory approvals are satisfied, completion of the amalgamation is expected to occur shortly after the meeting date and in any event, not later than August 31, 2007.

Further information about the transaction can be found in the Joint Information Circular of Aurogin and Morgain that will be available shortly on SEDAR at and on the respective company websites.

Aurogin is currently a Canadian junior gold producer focused on the acquisition and development of profitable gold deposits in the Americas. Its 50% owned El Sastre Main Zone gold mine is only one part of the overall El Sastre Project, an expanding resource that includes at least four mineralized zones.

Morgain is a Vancouver based emerging gold exploration and development company focused on the acquisition and development of profitable gold mines in Mexico. Morgain is currently developing its 100% owned Castillo Gold Project located in the State of Durango, Mexico.

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Edward Thompson, Director Christopher E. Babcock,
President and Chief Executive


The technical and pre-feasibility reports referred to above contain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future price of metals, timing of exploration activities, mine life, economic viability and estimated internal rate of return, estimation of mineral resources, the results of drilling, estimated future capital and operating costs, future stripping ratios, projected mineral recovery rates and plans for developing, the projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "can", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the companies to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the exploration and potential development of the projects, risks related to international operations, the actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of metals. Although the companies have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The companies do not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Aurogin Resources Ltd. - Issued: 66,561,387 common shares

Morgain Minerals Inc. - Issued: 72,629,908 common shares

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this news release.

Contact Information

  • Aurogin Resources Ltd.
    John Paterson
    President & CEO
    (416) 931-7215
    Aurogin Resources Ltd.
    Rick Adams
    VP Corporate Development
    (416) 214-4809
    Court Babcock - For Morgain Minerals Inc.
    Investor Relations
    (604) 643-1727
    Coal Harbour Communications Inc. - For Morgain Minerals Inc.
    Dale Paruk
    (604) 662-4505 or Toll-Free: 1-877-642-6200