CONCERNED SHAREHOLDERS OF AUGEN GOLD REMIND FELLOW SHAREHOLDERS OF THE
CURRENT BOARD'S FAILURE TO CREATE VALUE
Shareholders urged to vote their BLUE proxy for Directors who will represent the interests of all shareholders
TORONTO, Sept. 21 /CNW/ - Augen Capital Corp. ("Augen Capital") (TSX-V: AUG) and Envoy Capital Group Inc. ("Envoy Capital") (NASDAQ: ECGI / TSX: ECG), (the "Concerned Shareholders"), remind fellow Augen Gold Corp. ("Augen Gold" or the "Company") shareholders of the critical need to elect new directors to the board of Augen Gold with the requisite governance and resource company experience. The Concerned Shareholders' director nominees would create value for all shareholders and move the Company forward.
Value Creation Plan
The Concerned Shareholders have outlined a value creation plan that will benefit all shareholders. Key aspects of the plan include: Moving the stalled process of defining and providing a NI 43-101 compliant resource estimate at the Jerome Mine forward, commencing a drilling plan in the vicinity immediately adjacent to the significant Trelawney Resources Cote Lake discovery, realizing the potential of the property in the Swayze Greenstone Belt and exploring potential strategic partnerships and value-creating transactions.
Current Board and Management Destroying Value
The current board and management have destroyed value through repeated, dilutive share offerings with no measurable progress in achieving NI 43-101 compliant resources. Shareholders should consider the following and then vote their BLUE proxy to create a better future for their Company:
- Augen Gold failed to meet its flow-through obligations in connection with its IPO resulting in related taxes and indemnities of approximately $850,000. The current management and board of directors are directly responsible for this costly decision.
- Instead of leveraging funds available to it, Augen Gold has diluted the holdings of shareholders to raise capital. Just prior to the August 19 record date, Augen Gold had 76,655,947 shares issued and outstanding. Presently, Augen Gold has 85,642,301 shares issued and outstanding - an increase of 8,986,354 shares or approximately 12% of the outstanding shares in one month. The current board has promised even more value-destroying share issues to come. Shareholders are right to question in whose interests the incumbent board and management are acting.
- The current board and management are taking bonuses for the dilutive share issues Augen Gold is undertaking. At June 30, 2010, Augen Gold's financial statements, in a note on related party transactions, show that a director of Augen Gold and select companies beneficially controlled by certain directors of Augen Gold charged Augen Gold $225,000 for a bonus for completing the second quarter financing. Are these bonuses part of the current board and management's value creation plan? Again, shareholders must question in whose interests the current board and management are acting?
- In September 2009, the current board and management purported to create a board of advisors but, according to public filings, only one advisor has been retained so far. This one advisor, with little or no mining experience, received 400,000 options to acquire shares of your company at $0.10 per share. Where is the value from Augen Gold's current "advisory board"? Augen Gold alleged in its recent letter to shareholders that an advisory board is an admission that the board and management cannot run the Company. In the case of the current Augen Gold board and management, we cannot agree more. The current board and management should NOT be running your Company.
- In the 28 months since its IPO, nine directors and officers have resigned from Augen Gold, and the Company has had three Chief Financial Officers and two Chief Executive Officers. This is simply unacceptable. Augen Gold requires a stable board of directors with the requisite experience who will take the Company to the next level.
- The current board and management state that they have raised $16 million to fund exploration. Why has only $7.8 million appeared in the Company's financial statements as exploration expenditures to June 30, 2010? After property acquisition costs of $3.3 million, there is still a large gap between recorded exploration expense and other expenses.
Peter F. Chodos, speaking on behalf of the Concerned Shareholders, said "In conversations we've had with fellow shareholders, we are pleased that they see the need for change and recognize that the Concerned Shareholders' director nominees would move decisively to create value for all shareholders. This support is translating into votes on the BLUE proxy, but we need ALL shareholders to vote their BLUE proxy to ensure a better future for Augen Gold."
Vote the BLUE proxy by September 27, 2010
To allow Augen Gold to move forward and create value for all shareholders, fellow Augen Gold shareholders need to vote their BLUE proxy to ensure it is received by Kingsdale Shareholder Services well in advance of the September 27, 2010, 5:00 p.m. (Toronto Time) deadline. For assistance with voting your BLUE proxy, contact Kingsdale Shareholder Services at 1-888-518-1557 or go to www.augencc.com for more information. Vote only the BLUE proxy FOR the:
- Election of the Concerned Shareholders' nominees (Peter F. Chodos, Stephen C. Johnson, Hugh Aird and Judith Baker) as directors of Augen Gold;
- Appointment of the auditors; and
- Reapproval of the stock option plan
About the Concerned Shareholders
Augen Capital Corp. ("Augen Capital") (TSXV: AUG) is the founding shareholder and Envoy Capital Group Inc. ("Envoy Capital") (NASDAQ: ECGI /TSX: ECG), is one of the earliest shareholders of Augen Gold. Augen Capital owns 11,519,010 common shares of Augen Gold, representing a 15.03% ownership interest. Envoy Capital owns 3,118,250 common shares of Augen Gold, representing a 4.07% ownership interest. Together, the Concerned Shareholders represent a 19.1% ownership interest, a significant stake in Augen Gold. Augen Capital is a Toronto based public merchant bank specializing in the financing of and investment in resource companies and projects.
For assistance voting the BLUE proxy please contact:
Kingsdale Shareholder Services, Tel: 1-888-518-1557
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward looking statements. These statements are based on certain factors and assumptions as set forth in this news release including expected growth, results of operations, performance and business prospects and opportunities. While Augen Capital considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. A number of factors could cause actual results to differ materially from those in the forward looking statements, including, but not limited to results of exploration, project development, reclamation and capital costs of the companies in the merchant banking portfolios ("investee companies"), and Augen Capital's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for the minerals the investee companies expect to produce; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of Augen Capital and investee companies. Additional risks and uncertainties can be found in our Management's Discussion and Analysis and in filings with the Canadian provincial securities commissions. Forward looking statements are given only as at the date of this news release and Augen Capital disclaims any obligation to update or revise the forward looking statements, whether as a result of new information, future events or otherwise.
For further information:
Manish Z. Kshatriya, Chief Financial Officer, Augen Capital Corp. Tel: 416-479-3302, Toll free: 1-888-442-8436
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