Post by Franko10 ™ on Dec 6, 2007 8:16:00 GMT -5
AUROGIN AND MORGAIN SIGN AMALGAMATION AGREEMENT
TORONTO, ON, July 18, 2007 – Further to their joint news release dated March 5, 2007, Aurogin Resources Ltd. ("Aurogin") (TSX-V: AUQ) and Morgain Minerals Inc. (“Morgain”) (TSX-V: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 theapproval 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 www.sedar.com 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.
ON BEHALF OF AUROGIN RESOURCES LTD.
Edward Thompson Christopher E. Babsmall thingy
ON BEHALF OF MORGAIN MINERALS LTD.
Director President and Chief Executive Officer
For further information about Aurogin contact:
John Paterson, President & CEO (416) 931-7215
Rick Adams, VP Corporate Development (416) 214-4809
Website: www.aurogin.com E-mail: info@aurogin.com
Issued: 66,561,387 common shares
For further information about Morgain contact:
Court Babsmall thingy, Investor Relations (604) 643-1727
Coal Harbour Communications Inc.(604) 662-4505
or Toll-free 1-877-642-6200
Website: www.morgainminerals.com
Issued: 72,629,908 common shar
TORONTO, ON, July 18, 2007 – Further to their joint news release dated March 5, 2007, Aurogin Resources Ltd. ("Aurogin") (TSX-V: AUQ) and Morgain Minerals Inc. (“Morgain”) (TSX-V: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 theapproval 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 www.sedar.com 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.
ON BEHALF OF AUROGIN RESOURCES LTD.
Edward Thompson Christopher E. Babsmall thingy
ON BEHALF OF MORGAIN MINERALS LTD.
Director President and Chief Executive Officer
For further information about Aurogin contact:
John Paterson, President & CEO (416) 931-7215
Rick Adams, VP Corporate Development (416) 214-4809
Website: www.aurogin.com E-mail: info@aurogin.com
Issued: 66,561,387 common shares
For further information about Morgain contact:
Court Babsmall thingy, Investor Relations (604) 643-1727
Coal Harbour Communications Inc.(604) 662-4505
or Toll-free 1-877-642-6200
Website: www.morgainminerals.com
Issued: 72,629,908 common shar