Auryx Gold Corp.

Auryx Gold Corp.

November 17, 2011 16:47 ET

Auryx Obtains Interim Order for Plan of Arrangement

TORONTO, ONTARIO--(Marketwire - Nov. 17, 2011) -


Auryx Gold Corp. ("Auryx" or the "Company") (TSX:AYX)(NSX:AYX) is pleased to announce that it has obtained today an interim order from the Supreme Court of British Columbia authorizing, among other things, the holding of the Company's annual and special meeting (the "Meeting") of holders (the "Auryx Shareholders") of common shares of Auryx (the "Auryx Shares") and matters relating to the conduct of such Meeting. At the Meeting, Auryx Shareholders will be asked, among other things, to consider and, if deemed advisable, pass a special resolution approving the proposed arrangement (the "Arrangement") between Auryx and B2Gold Corp. ("B2Gold") previously announced on October 11, 2011 and November 10, 2011. Meeting materials, including a Notice of Annual and Special Meeting and Management Information Circular, are scheduled to be mailed on November 24, 2011 to registered and beneficial Auryx Shareholders of record as at November 10, 2011. Upon completion of the mailing, the materials for the Meeting will be filed by the Company and will be available under the Company's profile on SEDAR at

Auryx will hold the Meeting at 10:00 a.m. (Toronto time) on December 15, 2011, at the offices of Cassels Brock & Blackwell LLP, 40 King Street West, Suite 2100, Scotia Plaza, Toronto, Ontario M5H 3C2, Canada. If the special resolution approving the Arrangement is passed by the requisite vote of Auryx Shareholders and all other conditions to the Arrangement are satisfied or waived, B2Gold will, at the effective time of the Arrangement, acquire all of the outstanding Auryx Shares and Auryx will become a wholly-owned subsidiary of B2Gold. The Arrangement is subject to, among other things, the approval of the special resolution by at least 66 2/3 % of the votes cast by Auryx Shareholders either in person or represented by proxy at the Meeting. Assuming the special resolution is approved at the Meeting, Auryx anticipates returning to court on or about December 20, 2011 to seek a final order to implement the Arrangement. The board of directors of Auryx unanimously recommends that Auryx Shareholders vote FOR the resolution approving the Arrangement.

If you are a registered Auryx Shareholder and are unable to attend the Meeting in person, please properly complete, sign, date and return the form of proxy, upon receipt, to the Company's Registrar and Transfer Agent, Computershare Trust Company of Canada by mail at: 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or by telephone (toll free) at: 1-866-732-VOTE (8683). To vote by internet, please access the web at and follow the online voting instructions. Proxies must be received no later than 10:00 a.m. (Toronto time) on December 13, 2011, or if the Meeting is adjourned or postponed, no later than 48 hours preceding the time of such adjourned or postponed meeting (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario). If you are a non-registered Auryx Shareholder and receive the Meeting materials through your broker or through another intermediary, please complete and return the voting instruction form in accordance with the instructions provided to you by your broker or such other intermediary.

Auryx has retained Kingsdale Shareholder Services Inc. to assist in securing the return of completed proxies and to solicit proxies in favour of the resolution approving the Arrangement. If you have any questions, please contact Kingsdale by email at or by telephone at 1-866-851-2571 (toll free within North America) or (416) 867-2272 (outside of North America).

About Auryx Gold Corp.

Auryx Gold Corp. (TSX:AYX) is a Canadian, growth-focused resource company engaged in the acquisition and exploration of gold projects in Namibia. The Company is currently advancing the Otjikoto gold deposit, located 300km north of Namibia's capital city, Windhoek. By virtue of its location, the Project benefits significantly from Namibia's well established infrastructure with paved highways, a railway, power grids, and the water grid all close by. Located in the western part of southern Africa, Namibia is lauded as one of the continent's most politically and socially stable jurisdictions.

On behalf of the Board of Directors

Tim Searcy, P.Geo., Chief Executive Officer

Cautionary Notes

Cautionary Note Regarding Forward-Looking Information: This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the proposed annual and special meeting of Auryx Shareholders and statements with respect to the proposed Arrangement with B2Gold, timing for meeting and court approvals as well as other matters. Generally, forward-looking information 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", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is based on various assumptions and expectations of Auryx as of the date hereof, and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business and economic uncertainties; a delay in receiving or a failure to receive requisite regulatory and court approvals, as well as other risks identified under risk factor disclosure sections in the documents filed by Auryx and/or B2Gold from time to time. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Auryx undertakes to update any forward-looking information, except in accordance with applicable securities laws.

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