Morgain Minerals Inc.
TSX VENTURE : MGM

Morgain Minerals Inc.
Aurogin Resources Ltd.
TSX VENTURE : AUQ

Aurogin Resources Ltd.

March 05, 2007 13:47 ET

Aurogin and Morgain to Merge

Merger of Equals Creates New Gold Company-Increased Production and Expanded Reserve Base Set To Grow Shareholder Value

TORONTO, ONTARIO--(CCNMatthews - March 5, 2007) - Aurogin Resources Ltd. ("Aurogin") (TSX VENTURE:AUQ) and Morgain Minerals Inc. ("Morgain") (TSX VENTURE:MGM) are pleased to announce that their Boards of Directors have unanimously approved a letter of intent to combine the companies in a merger of equals to create a new gold producer ("Newco").

Highlights:

Upon successful completion of the transaction and continued execution of existing operating and development plans, on a proforma basis, Newco will have the following attributes:

- Measured and indicated resources of greater than 1 million ounces of gold with additional indicated resources of 470,000 ounces of gold (see table below);

- In 2007, two operating gold mines located in Mexico and Guatemala;

- Excellent pipeline of exploration and development projects including Fortuna in Mexico and the El Arenal, Bridge and Lupita Zones in Guatemala;

- 2007 estimated gold production of 35,000 ounces, with Newco's share being 22,000 ounces growing to 35,000 ounces in 2008;

- Immediate operating and management synergies; and

- Three year goal of 100,000 ounce annual gold production.



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Measured & Indicated Inferred
Resource Tonnes Grade Ounces Tonnes Grade Ounces
Table (000) (g/t) Gold (000) (g/t) Gold
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Aurogin El Sastre (1) 370 4.14 49,251 1,165 3.13 117,265
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Lupita (2) 13,000 1.24 518,000
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Total 370 4.14 49,251 14,165 1.39 635,265
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Aurogin's Share 185 4.14 24,626 9,916 1.39 444,686
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Morgain El
Castillo (3) 58,043 0.54 1,015,184 1,700 0.45 24,595
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Total 58,228 0.56 1,039,810 11,616 1.26 469,281
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(1) El Sastre Technical Report March 23, 2005
(2) Luptia Technical Report February 8, 2006
(3) El Castillo Pre-Feasibility Report October 20, 2006


"Merging our respective companies will create exceptional value for our shareholders," said Rick Adams, Director of both Aurogin and Morgain. "By combining our current operations with those close to production, combining our pipeline of exploration and development projects and combining management from both companies into a world class team, we will have significantly enhanced our production profile, gold reserve and resource base and our ability to continue to grow shareholder value."

"The Boards of Directors of both companies have unanimously approved the transaction and are in the process of seeking independent opinions that the transaction is fair, from a financial point of view, to the shareholders of both Aurogin and Morgain. We believe that our companies are a tremendous fit due to complementary strengths including the management teams, geographic synergies and project pipelines of similar value," said Chris Babcock, President and Chief Executive Officer of Morgain. "This combination will create a larger, more valuable gold company which will be well positioned to generate additional value for all shareholders through organic growth and strategic acquisitions. This is a win-win for shareholders of both companies."

Summary of the Transaction

While the specific legal form of the business combination is still being finalized, the transaction will result in one new corporate entity, Newco. Each shareholder of Aurogin will receive one (1) common share of Newco for each two (2) Aurogin shares held immediately prior to the date on which the transaction becomes effective by its registration with the Registrar of Companies for British Columbia (the "Effective Date"). Each shareholder of Morgain will also receive one (1) common share of Newco for each two (2) Morgain common shares held. Newco 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 Newco, 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.

The transaction is subject to the parties completing due diligence and entering into a further definitive agreement providing for the specific mechanics for completing the transaction. The Boards of Directors of both companies have unanimously recommended the transaction to shareholders and are currently in the process of seeking independent opinions that the transaction is fair, from a financial point of view to the respective shareholders of each company. The transaction is subject to all requisite regulatory, court and shareholder approvals and acceptances, and the satisfaction of all conditions precedent and other conditions customary in transactions of this nature. The transaction is expected to require the approval of at least two-thirds of the votes cast by both Aurogin and Morgain shareholders present in person or by proxy at respective meetings of the two shareholder groups expected to take place in June.

Board of Directors

It has been proposed that the Board of Directors of Newco shall be comprised of seven Directors including, Chester Millar, Morgain's Chairman, John Paterson, President and Chief Executive Officer of Aurogin, Chris Babcock, President and Chief Executive Officer of Morgain, Edward Thompson, a Director of Aurogin, Rick Adams, VP Corporate Development and Director of both companies, Darren Koningen, VP Engineering of both companies and a Director of Morgain and Rodrigo Sanchez-Mejorada, a newly appointed Director of Morgain.

The head office of Newco will be located in Toronto.

Advisors and Counsel

Aurogin's legal counsel is Tupper, Jonsson & Yeadon and Morgain's legal counsel is Axium Law Corporation.

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. Aurogin is debt free and anticipates funding its 2007 exploration program out of free cash flow generated from the El Sastre Main Zone gold mine.

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.

ON BEHALF OF AUROGIN RESOURCES LTD.

Edward Thompson, Director

Issued: 63,684,721 common shares

ON BEHALF OF MORGAIN MINERALS INC.

Christopher E. Babcock, President and Chief Executive Officer

Issued: 72,529,908 common shares

CAUTION REGARDING FORWARD-LOOKING STATEMENTS:

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.

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

Contact Information

  • Aurogin Resources Ltd.
    Rick Adams
    VP Corporate Development
    (416) 214-4809
    or
    Aurogin Resources Ltd.
    Greg Taylor
    VP Investor Relations
    (416) 605-5120
    Email: info@aurogin.com
    Website: www.aurogin.com
    or
    Coal Harbour Communications Inc.
    (604) 662-4505 or Toll Free: 1-877-642-6200
    Website: www.morgainminerals.com