Aurora Announces Completion of Amalgamation With Fronteer Subsidiary and Related Redemption
April 21 2009 - 1:03PM
Marketwired
Aurora Energy Resources Inc. (TSX: AXU) ("Aurora") announced that
at a special meeting of Aurora shareholders held today, a going
private transaction involving the amalgamation (the "Amalgamation")
of Aurora and 59801 Newfoundland & Labrador Inc. ("Newco"), a
direct wholly-owned subsidiary of Fronteer Development Group Inc.
("Fronteer"), was approved and adopted. Immediately prior to the
Amalgamation, Fronteer held 67,473,672 Aurora common shares
representing approximately 91.2% of the issued and outstanding
common shares of Aurora. The Amalgamation was approved by
approximately 98.5% of holders of common shares of Aurora present
in person or represented by proxy at the meeting. Immediately
following the meeting, articles of amalgamation were filed in
accordance with the Corporations Act (Newfoundland and Labrador)
(the "NLCA"), following which the Amalgamation was deemed to be
effective as of 10:00 a.m. (Newfoundland time). Aurora and Newco
have continued as one corporation with the name "Aurora Energy
Resources Inc." ("Amalco").
Pursuant to the Amalgamation, former Aurora shareholders (other
than Fronteer) received one Class A redeemable preferred share of
Amalco for each Aurora common share held. The Aurora common shares
and Newco common shares held by Fronteer were exchanged on a
one-for-one basis for Amalco common shares. As a result of the
Amalgamation, all of the common shares of Amalco are held by
Fronteer.
Following the Amalgamation, each outstanding Class A redeemable
preferred share of Amalco was automatically redeemed (the
"Redemption") by Amalco for 0.825 of a Fronteer common share
(subject to adjustment for fractional shares), which is the same
consideration per Aurora common share that shareholders received
under Fronteer's prior take-over bid for all of the Aurora common
shares. As a result of the Redemption, all of the Class A
redeemable preferred shares of Amalco will automatically be
cancelled and Fronteer now owns all of the outstanding shares of
Amalco.
The special meeting materials mailed to Aurora shareholders in
advance of today's shareholders' meeting, copies of which are
available at www.sedar.com, include a letter of transmittal and
contain instructions for former holders of Aurora common shares to
receive the Fronteer common shares payable to them in connection
with the Redemption.
Shareholders with any questions or requests for assistance in
completing the letter of transmittal and surrendering the share
certificates formerly representing Aurora common shares should
contact Computershare Trust Company of Canada, the depositary, by
telephone, toll free within Canada and the United States, at
1-800-564-6253 or by e-mail at corporateactions@computershare.com.
Shareholders whose share certificates are registered in the name of
an investment advisor, stockbroker, bank, trust company or other
nominee should immediately contact such nominee for assistance in
surrendering their share certificates.
The common shares of Aurora will be delisted from and will no
longer be traded on the Toronto Stock Exchange as of the close of
market today.
About Aurora
Aurora is a uranium exploration and development company active
in the Central Mineral Belt of North Coast Labrador - one of the
world's most promising uranium districts - and in Nunavut, Canada,
where it has entered into an option agreement on a Baker Lake Basin
property. Aurora is 100%-owned by Fronteer, an exploration and
development company with a track record of making big discoveries.
Fronteer has an extensive gold project pipeline in Nevada and a 40%
interest in three gold and copper-gold projects in western
Turkey.
Forward Looking Information
This press release contains certain forward-looking information
and forward-looking statements. Forward-looking statements and
forward-looking information are subject to a variety of risks and
uncertainties beyond or Aurora's ability to control or predict,
which could cause actual events or results to differ materially
from those anticipated in such forward-looking statements and
forward-looking information. Although Aurora currently believes
that the assumptions inherent in the forward-looking statements and
forward-looking information are reasonable, undue reliance should
not be placed on these forward-looking statements and
forward-looking information.
Contacts: Aurora Energy Resources Inc. Bruce Dumville, President
and Chief Executive Officer Paul Coombs, Chief Financial Officer
and Corporate Secretary 709-726-2223 www.aurora-energy.ca Fronteer
Development Group Inc. Mark O'Dea, Ph.D, P.Geo, President and CEO
Richard Moritz, Director, Investor Relations Glen Edwards,
Director, Communications 604-632-4677 or Toll Free 1-877-632-4677
info@fronteergroup.com; www.fronteergroup.com
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