Fronteer Gold Inc. ("Fronteer Gold") (TSX: FRG)(NYSE Amex: FRG) and
AuEx Ventures, Inc. ("AuEx") (TSX: XAU) announced today they have
entered into an arrangement agreement under which Fronteer Gold
will acquire 100% of the outstanding common shares of AuEx by way
of a plan of arrangement.
Under the plan of arrangement, AuEx shareholders will receive
0.645 of a Fronteer Gold share, $0.66 in cash and 0.5 of a share in
a new exploration company ("SpinCo") for each AuEx share. Excluding
the SpinCo shares, the offer represents a premium of approximately
50.9% based on the volume-weighted average prices of AuEx and
Fronteer Gold shares on the Toronto Stock Exchange ("TSX") for the
20 trading days ended on August 26, 2010, resulting in a fully
diluted equity value for the transaction of $280.8 million.
SpinCo will own all of AuEx's exploration assets outside of the
Pequops District and have $5.0 million in cash. On completion of
the transaction, AuEx shareholders will hold 18.6% of the pro forma
outstanding shares of Fronteer Gold, on a fully-diluted basis and
90.1% of the SpinCo shares, while Fronteer will hold the remaining
9.9% of the SpinCo shares.
The board of directors of AuEx unanimously approved the
transaction and all directors and senior officers of AuEx, as well
as AuEx's single largest shareholder, collectively holding
approximately 22.5% of the number of AuEx shares anticipated to be
entitled to vote at the meeting have agreed to vote their shares in
favour of the transaction.
Fronteer Gold is currently the 51% owner and operator of Long
Canyon, an advanced stage exploration project in Nevada. With this
transaction, Fronteer Gold is acquiring the remaining 49% interest
in Long Canyon as well as the rest of AuEx's interests in Long
Canyon's regional "Pequop District", including AuEx's 49% interest
in the West Pequop Project (51%-owned and operated by Agnico-Eagle
Mines Ltd.) and the South Pequop Project.
"This acquisition consolidates ownership of our flagship Long
Canyon asset and creates a dominant position in the Pequops,
Nevada's newest gold trend," says Mark O'Dea, Fronteer Gold
President and CEO. "Long Canyon is a unique, high-quality gold
project and Fronteer Gold will continue to aggressively grow the
resource while advancing the project toward production. The
transaction leaves Fronteer Gold well funded to develop our
exciting suite of gold projects. We have valued our strong
relationship with AuEx and recognize the important role that the
AuEx team has played in helping develop the Pequops into one of the
most exciting districts in the industry. We look forward to having
the AuEx shareholders as shareholders of Fronteer Gold, and look
forward to our continued relationship with the AuEx team as a
shareholder of SpinCo."
Ronald L. Parratt, President and CEO of AuEx stated: "This
transaction delivers an immediate and attractive premium to our
shareholders while allowing them to continue to share in the upside
potential at Long Canyon through their Fronteer Gold shares and to
retain their exposure to an exciting portfolio of exploration
projects through their SpinCo shares. We believe that the Fronteer
Gold team has the drive, skill set and capital to bring Long Canyon
into production and look forward to our continued involvement in
the project as shareholders of Fronteer Gold."
TRANSACTION DETAILS
The transaction will be carried out by way of a court-approved
plan of arrangement and will require the approval of at least 2/3
of the votes cast by the shareholders at AuEx's annual and special
meeting expected to take place at the end of October 2010. The
transaction is also subject to applicable regulatory approvals,
including approval of the TSX, and the satisfaction of certain
closing conditions customary in transactions of this nature.
If the transaction is completed, AuEx shareholders will receive,
for each AuEx share, 0.645 of a Fronteer Gold share, $0.66 in cash
and 0.5 of a SpinCo share. Holders of convertible securities of
AuEx who wish to participate in the transaction will be required to
convert their securities for AuEx shares prior to completion. In
accordance with the terms of AuEx's stock option plan, the vesting
of all outstanding options will be accelerated and all options must
be exercised immediately prior to completion of the transaction,
failing which they will be terminated for no consideration. In
accordance with their terms, any outstanding warrants will
automatically be adjusted so that, upon exercise subsequent to
completion of the transaction, for each AuEx share that would
previously have been issued, the warrantholder will receive 0.645
of a Fronteer Gold share and $0.66 cash but, instead of receiving
0.5 of a share of SpinCo, the exercise price of the warrant will be
reduced by the fair value of that half share as determined by the
directors of SpinCo.
AuEx will be entitled to nominate one director to join Fronteer
Gold's Board of Directors.
The transaction has been unanimously approved by the board of
Fronteer Gold. After taking into consideration, among other things,
the recommendation of a special committee of AuEx directors
established to review the transaction and the verbal opinion of
Dundee Securities that the consideration to be received by the AuEx
shareholders under the transaction is fair from a financial point
of view, the AuEx directors have determined that the transaction is
in the best interests of AuEx and is fair to AuEx shareholders and
have unanimously approved the transaction and intend to recommend
in the information circular for the shareholder meeting that AuEx
shareholders vote in favour of the transaction.
All directors and senior officers of AuEx, as well as AuEx's
single largest shareholder, collectively holding approximately
22.5% of the number of AuEx shares anticipated to be entitled to
vote at the meeting have entered into voting agreements with
Fronteer under which they agree to vote in favour of the
transaction. The voting agreements automatically terminate upon
termination of the arrangement agreement. Subject to Fronteer
Gold's right to match, the board of AuEx may terminate the
arrangement agreement in favour of an unsolicited superior proposal
upon payment of a $10 million break fee to Fronteer Gold.
ADVISORS
Fronteer's financial advisor is National Bank Financial Inc. and
its legal counsel is Davies Ward Phillips & Vineberg LLP.
AuEx's financial advisor is Dundee Securities Corporation and its
legal counsel is Stikeman Elliott LLP.
CONFERENCE CALL
Fronteer Gold and AuEx will hold a conference call for analysts
and investors to discuss the transaction on Monday, August 30, 2010
at 10 a.m. (Eastern).
Access to the conference call may be obtained by dialing
1-866-226-1792 (toll-free North America) or 1-416-340-2216.
The conference call's presentation can be downloaded in advance
at:
http://www.fronteergold.com/sites/files/fronteer_admin/AcquisitionPresentation1029.pdf
An audio replay of the call will be available after the call by
dialing 800-408-3053 or 416-695-5800 and entering the passcode
6401813.
ABOUT FRONTEER GOLD
We intend to become a significant gold producer. Our solid
financial position and strong operational team give us the ability
to advance our key gold projects through to production. Our future
potential production platform includes our Long Canyon, Sandman and
Northumberland projects - all located in Nevada, one of the
friendliest gold-mining jurisdictions in the world. Fronteer Gold
aims to build regional production by advancing these projects
sequentially over the near-term. For further information on
Fronteer Gold visit www.fronteergold.com.
ABOUT AUEX VENTURES, INC.
AuEx Ventures, Inc. is a TSX listed Nevada-based, gold/silver
exploration company that has a current portfolio of twenty
exploration projects in Nevada/Utah, one project in Spain and four
projects in Argentina. The Company controls about 167,000 acres of
unpatented mining claims and fee land in Nevada. Sixteen of the
projects are in joint venture or exploration earn-in agreements
with eight companies. The Company applies the extensive Nevada
exploration experience and high-end technical skills of its
founders to search for and acquire new precious metal exploration
projects that are then offered for joint venture.
Except for the statements of historical fact contained herein,
certain information presented constitutes "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements, including but not limited to, those with respect to
potential expansion of mineralization, potential size of
mineralized zone, and size of exploration program involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievement of Fronteer Gold to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, risks related to
international operations and joint ventures , the actual results of
current exploration activities, conclusions of economic
evaluations, uncertainty in the estimation of ore reserves and
mineral resources, changes in project parameters as plans continue
to be refined, future prices of gold and silver, environmental
risks and hazards, increased infrastructure and/or operating costs,
labor and employment matters, and government regulation and
permitting requirements as well as those factors discussed in the
section entitled "Risk Factors" in Fronteer Gold's Annual
Information form and Fronteer Gold's latest Form 40-F on file with
the United States Securities and Exchange Commission in Washington,
D.C. Although Fronteer Gold has attempted to identify important
factors that could cause actual results to differ materially, 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. Fronteer Gold disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Accordingly,
readers should not place undue reliance on forward-looking
statements.
NEWS RELEASE 10-29
Contacts: Fronteer Gold Inc. Mark O'Dea President & CEO
604-632-4677 or Toll Free 1-877-632-4677 Fronteer Gold Inc. John
Dorward Vice President, Business Development 604-632-4677 or Toll
Free 1-877-632-4677 www.fronteergold.com AuEx Ventures, Inc Ronald
L. Parratt President & CEO 775-337-1545 rparratt@auex.com
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