Fronteer Gold Completes Acquisition of AuEx Ventures
November 02 2010 - 7:00AM
Marketwired
Fronteer Gold Inc. (TSX: FRG)(NYSE Amex: FRG) ("Fronteer Gold") and
AuEx Ventures, Inc. (TSX: XAU) ("AuEx") jointly announce the
completion of the acquisition of AuEx by Fronteer Gold. Fronteer
Gold acquired all of the shares of AuEx pursuant to a court
approved plan of arrangement (the "Arrangement"). The transaction
was overwhelmingly approved by over 99.95% of AuEx shareholders who
voted at an Annual and Special Meeting of Shareholders held on
October 29, 2010. Fronteer Gold has issued 29,761,291 common shares
pursuant to the Arrangement.
"We have consolidated ownership of our flagship Long Canyon
asset and created 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. We remain well funded to
develop our exciting suite of gold projects. We welcome AuEx
shareholders as shareholders of Fronteer Gold, and look forward to
our continued relationship with the AuEx team as a shareholder of
Renaissance Gold."
Under the terms of the Arrangement, effective today, each former
AuEx shareholder will receive 0.645 of a Fronteer Gold common
share, Cdn$0.66 in cash, and 0.5 of a share in Renaissance Gold,
Inc. ("RenGold"), a new exploration company, for each AuEx share
held. RenGold holds all of AuEx's exploration assets outside of the
Pequop District and has approximately Cdn$5.0 million in cash.
Former AuEx shareholders now hold 18.6% of the issued and
outstanding shares of Fronteer Gold on a fully-diluted basis and
90.1% of the RenGold shares, while Fronteer Gold holds the
remaining 9.9% of the RenGold shares. The RenGold shares have been
conditionally approved for listing on the TSX Venture Exchange
under the symbol "REN", subject to satisfaction of the requirements
of the TSX Venture Exchange, and are expected to commence trading
on November 4, 2010.
Former registered shareholders of AuEx will be required to
submit their certificates and Letters of Transmittal to Equity
Transfer & Trust Company and otherwise follow the instructions
contained in AuEx's management information circular dated September
28, 2010, in order to obtain certificates representing Fronteer
Gold shares and RenGold shares received pursuant to the
Arrangement.
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 flagship Long Canyon
project, and our 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.
Forward-Looking Statements
Certain information in this press release, including any
information as to the potential benefits of the Arrangement, the
future activities of and developments related to Fronteer Gold
after the Arrangement and the combined company after the proposed
transaction, market position, and future financial or operating
performance constitutes "forward-looking statements" under Canadian
securities legislation which are not historical facts and are made
pursuant to the "safe harbour" provisions under the United States
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based upon Fronteer Gold's and
AuEx's reasonable expectations and business plan at the date
hereof, which are subject to change depending on economic,
political, and competitive circumstances and contingencies. Readers
are cautioned that such forward-looking statements involve known
and unknown risks, uncertainties, and other factors that may cause
a change such assumptions and the actual outcomes and estimates to
be materially different from those estimated or anticipated future
results, achievements, or position expressed or implied by those
forward-looking statements. Risks, uncertainties and other factors
that could cause Fronteer Gold's and AuEx's plans to change
include: changes in demand for and price of gold and other
commodities; currency fluctuations; changes or disruptions in the
securities markets; legislative, political or economic developments
in the United States or Canada; the need to obtain permits and
comply with laws and regulations and other regulatory requirements;
the risk of accidents, equipment breakdowns and labour disputes or
other unanticipated difficulties or interruptions; the possibility
of cost overruns or unanticipated expenses; operating or technical
difficulties in connection with exploration, mining, or development
activities; the speculative nature of gold exploration and
development; the risks involved in the exploration, development,
and mining business; any other events that may occur in the future,
as well as any other factors discussed in the section "Cautionary
Note Regarding Forward-Looking Statements and Risks" in AuEx's
Information Circular dated September 28, 2010, available on SEDAR
at www.sedar.com. Fronteer Gold and AuEx disclaim 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.
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 info@fronteergold.com www.fronteergold.com
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