Fronteer Gold

Published : December 22nd, 2008

announces intention to acquire Aurora Energy Resources I nc.

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December 22, 2008

Fronteer announces intention to acquire Aurora Energy Resources Inc.

08-32

Fronteer Development Group Inc. ("Fronteer" or the "Company") (FRG -TSX/NYSE-A) announced today that it intends to make an offer to acquire all of the outstanding common shares ("Common Shares") of Aurora Energy Resources Inc. ("Aurora") that it does not already own (the"Offer").

Pursuant to the Offer, Aurora shareholders will receive 0.825 of a Fronteer common share for each Common Share.  The Offer represents a premium of approximately 166% over the December 19, 2008 closing price of the Common Shares of $0.97, based on a closing price of $3.13 per Fronteer common share on theToronto Stock Exchange ("TSX") on that same date, the last trading day prior to the announcement. The Offer also represents a premium of approximately 96% based on the volume weighted average trading prices of Fronteer and Aurora on the TSX for the 20 trading days ended December 19, 2008.

Fronteer owns and controls 30,947,336 Common Shares, representing approximately 42% of the outstanding Common Shares, making it Aurora's single largest shareholder.  Certain institutional shareholders of Aurora have entered into lock-up agreements pursuant to which they have agreed to tender an aggregate of 19,234,700 Common Shares to the proposed Offer, representing approximately 26% of the issued and outstanding Common Shares.  The remaining approximately 32% of the outstanding CommonShares are widely held.

The acquisition of Aurora would provide thefollowing benefits to Fronteer shareholders:

  • Strengthens Fronteer's balance sheet by combining Fronteer's approximate $81 million current cash and cash equivalents balance with Aurora's approximate $105 million current cash and cash equivalents balance, for a total of $186 million, thereby increasing the amount of cash per share from approximately $0.97 per Fronteer share to approximately $1.57 per Fronteer share, following the transaction.
  • Eliminates the need for Fronteer to seek equity financing or incur debt to further explore or develop its projects.
  • Increases capacity for growth through further M&A activity.
  • Simplifies ownership of one of the world's largest undeveloped uranium projects, the Michelin Project in the Central Mineral Belt of coastal Labrador.

In addition to the significant premium, the Offer would provide the following benefits to Aurora shareholders:

  • Continued exposure to uranium, but with added exposure to Fronteer's portfolio of gold and gold-copper assets and a higher growth profile within an expanded international setting.
  • Diversified mineral exposure beyond Aurora's single asset that is subject to a three-year uranium mining moratorium, currently restricting further development (other than exploration) in the near term.
  • If the Offer is completed, based on Fronteer's and Aurora's current cash (and equivalents) positions, provides an improved cash per share position of approximately $1.57 per share in the combined company, compared with Aurora's current $1.43 per share.

Fronteer is an exploration and development company committed to discovering and advancing deposits with strong production potential. Fronteer's vision is to advance a robust pipeline of projects stretching from exploration through to production.  The Company has an interest in several major gold and copper-gold projects throughout Nevada, USA and northwest Turkey. Among its large portfolio of precious metal mineral rights in Nevada, the Company's key projects include a 100% interest in Northumberland, one of the largest undeveloped Carlin-style gold deposits in the state; a 51% interest in Long Canyon as part of a joint venture with AuEx Ventures Inc., a discovery defining an entirely new gold trend in the Eastern Great Basin; and Sandman, a property in which Newmont Mining Corporation has the option to acquire up to a 60% interestby advancing the project to a production decision by 2011.  In Turkey, as part of a joint venture with Teck Cominco Ltd., Fronteer has built and retained a 40% interest in a new mineral district that includes two gold deposits and a third copper-gold porphyry deposit.

Fronteer has no debt and is not invested inany short-term commercial paper or asset-backed securities.  Fronteer has approximately $81 million in cash and cash equivalents held with large Canadian commercial banks.  Further information about Fronteer maybe found in its continuous disclosure documents filed with Canadian securities regulators and the United States Securities and Exchange Commission at www.sedar.com and www.sec.gov, respectively.

It is anticipated that the Offer will bemade by way of a formal offer and take-over bid circular to be mailed to all Aurora shareholders no later than January 30, 2009.  The Offer will be subject to certain conditions that will beoutlined in the definitive Offer documentation.  This press release does not constitute an offer for or solicitation of Common Shares in any jurisdiction.  Any such solicitation would be made only by formal offer and take-over bid circular and only in those jurisdictions where Fronteer maylegally do so. 

Fronteer has been advised that a special committee of Aurora has been established and that the special committee will respond to Fronteer's Offer in a timely manner.

RBC Capital Markets is acting as financial advisor to Fronteer.  Davies Ward Phillips & Vineberg LLP is acting as legal counsel to Fronteer.

FURTHER INFORMATION

For further information about Fronteer, please visit www.fronteergroup.com or contact:

Mark O'Dea, Ph.D, P.Geo, President & Chief Executive Officer
Richard Moritz, Director, Investor Relations
Glen Edwards, Director, Communications
Phone  604-632-4677 or Toll Free1-877-632-4677
info@fronteergroup.com

U.S. Shareholders

 

This press release does notconstitute an offer to purchase or sell or a solicitation of an offer to sellor purchase shares of Aurora or Fronteer made to any person in the UnitedStates of America, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, a U.S. person (as defined in RegulationS under the United States Securities Act of 1933, as amended).  The Offer will be made to these personssolely under the registration statement, offer to purchase, prospectus and other offer documents that Fronteer expects to file with the United StatesSecurities and Exchange Commission. U.S. investors and security holders are advised to read these documents carefully when they become available, because they will include importantinformation regarding the Offer. At that time, investors and stockholders mayobtain a free copy of the offer to purchase, prospectus, the related letter of transmittal and certain other Offer documents from the Securities and Exchange Commission's website at www.sec.gov.  Free copies of these documents can alsobe obtained by directing a request to Fronteer.  YOU SHOULD READ THE OFFER TO PURCHASE, PROSPECTUS AND OTHER OFFER DOCUMENTS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE OFFER.

 

Except for thestatements of historical fact contained herein, certain information presentedconstitutes forward-looking statements. Such forward-looking statements include,without limitation, those with respect to potential expansion ofmineralization, plans for exploration and development, potential futureproduction, exploration budgets and timing of expenditures and community relations activities and any statement that may predict, forecast, indicate orimply future plans, intentions, levels of activity, results, performance orachievements, and involve known and unknown risks, uncertainties and otherfactors which may cause the actual plans, intentions, activities, results, performance or achievements of Fronteer to be materially different from anyfuture plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks related to the actual results of current exploration activities, changes in government legislation, changes in ownership interest ina project, conclusions of economic evaluations, changes in project parametersas plans continue to be refined, future prices of gold, copper, silver and uranium, environmental risks and hazards, increased infrastructure and/or operating costs, labor and employment matters, international operations andjoint ventures, estimation of reserves and resources, government regulation andpermitting matters, the satisfaction of conditions to any Offer, the occurrenceof any event, change or other circumstance that could give rise to the termination of the lock-up agreements relating to the proposed transaction, ability to obtain all necessary regulatory approvals, a delay in the consummation of the proposed transaction or the failure to complete the proposed transactionfor any other reason, the amount of costs, fees and expenses related to theproposed transaction, the anticipated benefits to Aurora and Fronteer shareholdersand other expected or anticipated benefits of the proposed acquisition, as wellas those factors discussed in the section entitled "Risk Factors" in Fronteer's Annual Information Form and Fronteer's latest Form 40-F on file withthe Canadian securities regulators and the U.S Securities and ExchangeCommission.  Although Fronteer has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause Fronteer's plans, results, performance or achievements not to be as anticipated, estimated orintended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from thoseanticipated in such statements. Fronteer disclaims any intention or obligationto 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.

FRG - TSX �2008 Fronteer Development Group | fronteergroup.com
FRG - NYSE-A
Suite 1650, 1055 West Hastings, Vancouver, BC V6E 2E9
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Fronteer Gold

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Fronteer Gold is a gold exploration company based in Canada.

Fronteer Gold develops gold and uranium in Canada, and holds various exploration projects in Canada, in Mexico and in Turkey.

Its main assets in development are MICHELIN (UNDERGROUND) and MICHELIN (OPEN PIT) in Canada and its main exploration properties are GROUSE CREEK, OLYMPIC, REEF, BUFFALO CANYON, GOLD SPRINGS, DIXIE LAKE, RAINBOW PROJECT, INDA LAKE, SANDMAN, JACQUES LAKE (UNDERGROUND), JACQUES LAKE (OPEN PIT), NASH, INDA, GEAR, INDA - UNDERGROUND, INDA - OPEN PIT, GEAR - UNDERGROUND, GEAR - OPEN PIT and KLONDIKE NORTH in Canada, SANTA CRUZ PROJECT, PASCO CANYON and ROSE MINE in Argentina, BUNCE, FIREBALL RIDGE, GREEN MONSTER, HAYS CANYON, JPW, WEST PEQUOP, HALILAGA, TRINITY SILVER, AGI DAGI - DELI ZONE, LONG CANYON, NORTHUMBERLAND, AGI DAGI, YUNTDAG and HUM in Turkey, BAZA, ARABIA, GYPSUM VALLEY, PEQUOP SOUTH, LENOID and SINTER in Spain and SWISS BANK in Mexico.

Fronteer Gold is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 2.2 billions as of today (US$ 2.3 billions, € 1.6 billions).

Its stock quote reached its lowest recent point on December 31, 2004 at CA$ 0.30, and its highest recent level on April 08, 2011 at CA$ 14.78.

Fronteer Gold has 150 571 000 shares outstanding.

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Annual reports of Fronteer Gold
2006 Annual report
Financials of Fronteer Gold
3/29/2011reports year-end results
8/12/2010Gold Reports Strong Second Quarter Financial Results and Sig...
5/12/2010Continues to report strong financial results and advancement...
11/16/2009reports third quarter results
8/14/2009reports second quarter and first half 2009 results
11/14/2008reports third quarter results
8/14/2008reports second quarter results
5/14/2008reports first quarter 2008 results
Project news of Fronteer Gold
1/12/2011(Long Canyon)reports interim resource estimate for Long Canyon gold depos...
1/18/2011(Long Canyon)Step-Out Drilling at Long Canyon Expands Deposit by 200 Metr...
8/18/2010Drilling along northern extension intersects 44.2 metres of ...
8/9/2010(Northumberland)Gold continues to intersect high-grade gold at Northumberlan...
8/3/2010(Northumberland)Second high-grade zone returns 7.10 g/t gold over 37.4 metre...
7/20/2010(Long Canyon)Drilling Along Northern Extension of Deposit Intersects 64 M...
6/21/2010(Sandman)Drilling hits 2.35 ounces/ton gold and 33.18 ounces/ton silv...
6/9/2010(Long Canyon)Drilling returns 16.4 g/t gold over 21.2 metres
6/7/2010(Sandman)New high-grade drill results and expanded Plan of Operations
5/19/2010(Long Canyon)New resource estimate
4/14/2010(Halilaga)Drilling returns 308 metres of 0.34 g/t gold and 0.30% coppe...
4/5/2010(Halilaga)Reports metallurgical results and 2010 work-program
3/25/2010(Sandman)Near-surface oxide gold intercepts highlight open-pit potent...
3/5/2010(Sandman)Drilling returns 1.23 ounces per ton gold over 24.8 feet at ...
3/1/2010(Northumberland)Initial Northumberland metallurgical testing reports gold re...
2/22/2010(Halilaga)New drilling expands Halilaga copper-gold porphyry in northw...
2/18/2010(Northumberland)Drilling further defines high-grade gold
2/2/2010(Long Canyon)Drilling returns 3.94 grams per tonne gold over 77.7 metres ...
1/25/2010(Sandman)Sandman delivers more high-grade gold to Fronteer's Nevada p...
1/11/2010(Sandman)Sandman gold project on track to potential production decisi...
1/6/2010(Agi Dagi)& Teck complete the sale of the Agi Dagi & Kirazli gold proj...
12/21/2009(Long Canyon)Drilling advancing Long Canyon gold deposit to feasib ility
12/9/2009(Northumberland)Drilling highlights large high-grade zone at Northumberland ...
12/4/2009(Michelin (open Pit))Independent study: Michelin Uranium Project to generate regi...
12/1/2009(Long Canyon)Preliminary economic assessment for Long Canyon Project gene...
10/5/2009(Long Canyon)Long Canyon extends 100 metres to the north, returning 6.57 ...
10/1/2009(Long Canyon)Step-out drilling at Long Canyon extends gold mineralization...
9/17/2009(Long Canyon)Long Canyon deposit expansion ramps up: step-out drilling re...
8/20/2009(Long Canyon)provides global update on its development-stage gold pro jec...
8/12/2009(Long Canyon)Emerging zone returns more wide intervals of gold at Long Ca...
8/5/2009(Sandman)High-grade gold intersected in footwall zone of Sandman gold...
7/16/2009(Northumberland)initiates permitting for underground access at Northumbe rla...
6/30/2009(Long Canyon)Metallurgical drilling returns 4.15 grams per tonne gold ove...
6/23/2009(Jacques Lake)reports 87.5% uranium recovery from Aurora's pilot plant te...
6/16/2009(Sandman)Ongoing work-program underlines strong production potential ...
6/11/2009(Long Canyon)Long Canyon column-leach tests return gold recoveries averag...
6/1/2009(Sandman)Sandman gold project returns 25.58 grams per tonne gold over...
1/26/2009(Long Canyon)Drilling returns 5.32 grams per tonne gold over 25.4 metres ...
1/19/2009(Agi Dagi - Deli Zone)Discovery of additional gold zone underlines open-ended pote...
12/29/2008(Long Canyon)Drilling returns 9.03 grams per tonne gold over 25.8 metres ...
12/23/2008(Halilaga)Regional drilling at Halilaga intersects new areas of coppe...
12/8/2008Shallow drilling demonstrates high-grade nature of mineraliz...
11/20/2008(Northumberland)Drilling strengthens continuity at Fronteer's Northumberland...
11/18/2008(Long Canyon)Drilling continues to extend gold mineralization at Long Can...
11/12/2008(Agi Dagi - Deli Zone)JV update: Drilling begins at Agi Dagi gold project
9/29/2008(Long Canyon)Drilling extends strike 400 metres at Fronteer's Long Canyon...
9/24/2008(Long Canyon)Earns Majority Interest in Long Canyon Gold Project, Nevada
9/11/2008(Long Canyon)Drilling, road building unearth more near-surface gold at Fr...
8/19/2008(Long Canyon)discovers new high-grade gold zone at Long Canyon, Nevada
8/9/2008(Northumberland)reclassifies Northumberland resource ounces
7/29/2008(Long Canyon)hits more high-grade gold at Nevada property
6/5/2008(Northumberland)Northumberland gold deposit increases in size and significan...
3/11/2008(Labrador Iocg)Nunatsiavut government considers proposed change
2/15/2008(Long Canyon)Drilling extends strike of high-grade gold at Nevada propert...
Corporate news of Fronteer Gold
4/7/2011Announces Completion of Acquisition by Newmont
3/20/2011ISS Proxy Advisory Services and Glass Lewis & Co. Recommend ...
2/1/2011completes sale of uranium assets to Paladin Energy
1/24/2011reports objectives, work plan and budget for 2011
6/28/2010Provides mid-year update on advancement of its key gold proj...
4/26/2010expands gold portfolio in Nevada with acquisition ...
3/29/2010Strong year-end results
1/6/2010Exceptional gold intercepts expand mineralization at Long Ca...
12/9/2009Agreement signed for the sale of the Agi Dagi and Kirazli go...
9/24/2009and Teck announce proposed sale of projects to Alamos
6/10/2009to subscribe for six million units of East Asia Minerals
6/2/2009grants option to International Enexco on Loomis gold pro per...
3/3/2009acquires additional shares and now owns 92.1% of Aurora Ener...
1/23/2009launches formal bid for Aurora Energy Resources Inc.
12/22/2008announces intention to acquire Aurora Energy Resources I nc.
11/5/2008hits more gold 'off-trend' in Nevada's Eastern Great Basin
6/18/2008finalizes Newmont deal to fast-track Nevada gold project to ...
4/18/2008 to hold Annual General Meeting in Toronto, May 6
4/8/2008Nunatsiavut Government's three-year moratorium to allow uran...
3/28/2008 reports fiscal 2007 results
3/25/2008's global exploration program aims to double gold resource b...
2/25/2008's Aurora exceeds annual resource target, adds four projects
4/5/2007Closes C$5,870,500 Over-Allotment Option
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TORONTO (FRG.TO)AMEX (FRG)
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