AUGEN CAPITAL BOARD REFUTES MASON ALLEGATIONS
Shares outstanding: 36,615,615
TORONTO, Sept. 13 /CNW/ - Augen Capital Corp. ("Augen Capital" or "the Company") (TSX-V: AUG) is responding to certain allegations made by Mr. J. David Mason and Mr. Daniel Mason in respect of the results of Augen Capital's annual and special meeting held on September 8, 2010. Mr. J. David Mason nominated an alternate slate of four directors from the floor of the meeting, but those nominees did not receive sufficient votes to be elected. Instead, management's four nominees, Messrs. Joseph Baylis, Peter F. Chodos, Horst R. Helbig and Victor Koloshuk, were elected as directors together with Messrs. Conor S. Bill and Stephen C. Johnson who were also nominated at the meeting. The election of Messrs. Bill and Johnson is not in dispute.
Mr. Mason did not file a dissident proxy circular; although it appears he solicited proxies representing a significant number of shares. Rather than disclosing his slate of directors and his intentions for the Company to the Augen Capital shareholders, Mr. Mason sought to act from the floor of the meeting.
Despite attending the meeting with his legal counsel, Mr. Mason alleges that the vote was "unfair". Augen Capital vehemently denies this allegation. Mr. Chodos, the President and Chief Executive Officer of the Company, acted as the Chair of the meeting, in accordance with the by-laws of the Company and with the consent of the meeting. Augen Capital's registrar and transfer agent properly tabulated the voting results based on ballots cast at the meeting and based on the instructions set forth in the proxies and voting instruction forms deposited. Mr. Mason and his counsel were consulted at the meeting and provided with clear instructions in connection with the casting of ballots. Nonetheless, Mr. Mason attempted to vote certain shares contrary to the clear instructions given to him in the accompanying voting instructions. In the circumstances, the Chair ordered the shares be dealt with in accordance with instructions clearly set out in the voting instructions.
In the circumstances, there is absolutely no reason to consider the treatment of Mr. Mason's ballots improper or to conclude that the Augen Capital board has been improperly constituted. There is similarly no reason why the Augen Capital board should refrain from carrying on business. Augen Capital is vigorously contesting the application filed by Mr. J. David Mason and Mr. Daniel Mason.
Augen Capital filed a Concerned Shareholders' proxy circular on September 7, 2010 that has been mailed to all Augen Gold shareholders. Augen Capital together with Envoy Capital Group Inc. is seeking to replace Mr. Mason and the other incumbent directors of Augen Gold Corp. at a meeting to be held on September 30, 2010. The Augen Gold meeting, originally scheduled for July 13, has been postponed twice by Mr. Mason and the other incumbent directors. Augen Capital owns 11,519,010 common shares of Augen Gold, representing a 15.03% ownership interest. Augen Capital's vote may well determine the outcome of the Augen Gold meeting. This appears to be Mr. Mason's latest manoeuvre to avoid being replaced at the Augen Gold meeting on September 30.
About Augen Capital
Augen Capital Corp. ("Augen Capital") (TSX-V: AUG) is a Toronto-based public merchant bank specializing in the financing of and investment in resource companies and projects.
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 the Company 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 the Company'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 the Company 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 the Company 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
Tel: 416-479-3302
Toll-free: 888-442-8436
For more information on Augen Capital, visit our website at www.augencc.com
The Company's public documents may be accessed at www.sedar.com
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