Fronteer Gold

Published : August 30th, 2010

Gold to acquire AuEx Ventures

( 0 vote, 0/5 ) Print article
  Article Comments Comment this article Rating Follow Company  
0
Send
0
comment
Our Story Our Projects Our Team News Investor Centre Contact Us

August 30, 2010

Fronteer Gold to acquire AuEx Ventures

10-29

Vancouver, B.C., August 30, 2010 -   Fronteer Gold Inc. ("Fronteer Gold") (TSX/NYSE Amex:FRG) and AuEx Ventures, Inc. ("AuEx") (TSX:XAU) announced today they have entered into an arrangement agreement under which Fronteer Gold will acquire 100% of the outstanding common shares of AuEx by way of a plan of arrangement.

Under the plan of arrangement, AuEx shareholders will receive 0.645 of a Fronteer Gold share, $0.66 in cash and 0.5 of a share in a new exploration company ("SpinCo") for each AuEx share.  Excluding the SpinCo shares, the offer represents a premium of approximately 50.9% based on the volume-weighted average prices of AuEx and Fronteer Gold shares on the Toronto Stock Exchange ("TSX") for the 20 trading days ended on August 26, 2010, resulting in a fully diluted equity value for the transaction of $280.8 million.

SpinCo will own all of AuEx's exploration assets outside of the Pequops District and have $5.0 million in cash. On completion of the transaction, AuEx shareholders will hold 18.6% of the pro forma outstanding shares of Fronteer Gold, on a fully-diluted basis and 90.1% of the SpinCo shares, while Fronteer will hold the remaining 9.9% of the SpinCo shares.

The board of directors of AuEx unanimously approved the transaction and all directors and senior officers of AuEx, as well as AuEx's single largest shareholder, collectively holding approximately 22.5% of the number of AuEx shares anticipated to be entitled to vote at the meeting have agreed to vote their shares in favour of the transaction.

Fronteer Gold is currently the 51% owner and operator of Long Canyon, an advanced stage exploration project in Nevada. With this transaction, Fronteer Gold is acquiring the remaining 49% interest in Long Canyon as well as the rest of AuEx's interests in Long Canyon's regional "Pequop District," including AuEx's 49% interest in the West Pequop Project (51%-owned and operated by Agnico-Eagle Mines Ltd.) and the South Pequop Project.

"This acquisition consolidates ownership of our flagship Long Canyon asset and creates 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. The transaction leaves Fronteer Gold well funded to develop our exciting suite of gold projects. We have valued our strong relationship with AuEx and recognize the important role that the AuEx team has played in helping develop the Pequops into one of the most exciting districts in the industry. We look forward to having the AuEx shareholders as shareholders of Fronteer Gold, and look forward to our continued relationship with the AuEx team as a shareholder of SpinCo."

Ronald L. Parratt, President and CEO of AuEx stated: "This transaction delivers an immediate and attractive premium to our shareholders while allowing them to continue to share in the upside potential at Long Canyon through their Fronteer Gold shares and to retain their exposure to an exciting portfolio of exploration projects through their SpinCo shares. We believe that the Fronteer Gold team has the drive, skill set and capital to bring Long Canyon into production and look forward to our continued involvement in the project as shareholders of Fronteer Gold"

TRANSACTION DETAILS

The transaction will be carried out by way of a court-approved plan of arrangement and will require the approval of at least 2/3 of the votes cast by the shareholders at AuEx's annual and special meeting expected to take place at the end of October 2010. The transaction is also subject to applicable regulatory approvals, including approval of the TSX, and the satisfaction of certain closing conditions customary in transactions of this nature.

If the transaction is completed, AuEx shareholders will receive, for each AuEx share, 0.645 of a Fronteer Gold share, $0.66 in cash and 0.5 of a SpinCo share. Holders of convertible securities of AuEx who wish to participate in the transaction will be required to convert their securities for AuEx shares prior to completion. In accordance with the terms of AuEx's stock option plan, the vesting of all outstanding options will be accelerated and all options must be exercised immediately prior to completion of the transaction, failing which they will be terminated for no consideration. In accordance with their terms, any outstanding warrants will automatically be adjusted so that, upon exercise subsequent to completion of the transaction, for each AuEx share that would previously have been issued, the warrantholder will receive 0.645 of a Fronteer Gold share and $0.66 cash but, instead of receiving 0.5 of a share of SpinCo, the exercise price of the warrant will be reduced by the fair value of that half share as determined by the directors of SpinCo.

AuEx will be entitled to nominate one director to join Fronteer Gold's Board of Directors.

The transaction has been unanimously approved by the board of Fronteer Gold. After taking into consideration, among other things, the recommendation of a special committee of AuEx directors established to review the transaction and the verbal opinion of Dundee Securities that the consideration to be received by the AuEx shareholders under the transaction is fair from a financial point of view, the AuEx directors have determined that the transaction is in the best interests of AuEx and is fair to AuEx shareholders and have unanimously approved the transaction and intend to recommend in the information circular for the shareholder meeting that AuEx shareholders vote in favour of the transaction.

All directors and senior officers of AuEx, as well as AuEx's single largest shareholder, collectively holding approximately 22.5% of the number of AuEx shares anticipated to be entitled to vote at the meeting have entered into voting agreements with Fronteer under which they agree to vote in favour of the transaction. The voting agreements automatically terminate upon termination of the arrangement agreement. Subject to Fronteer Gold's right to match, the board of AuEx may terminate the arrangement agreement in favour of an unsolicited superior proposal upon payment of a $10 million break fee to Fronteer Gold.

ADVISORS

Fronteer's financial advisor is National Bank Financial Inc. and its legal counsel is Davies Ward Phillips & Vineberg LLP. AuEx's financial advisor is Dundee Securities Corporation and its legal counsel is Stikeman Elliott LLP.

CONFERENCE CALL

Fronteer Gold and AuEx will hold a conference call for analysts and investors to discuss the transaction on Monday, August 30, 2010 at 10 a.m. (Eastern).

Access to the conference call may be obtained by dialing 1-866-226-1792 (toll-free North America) or 1-416-340-2216.

The conference call's presentation can be downloaded in advance at: http://www.fronteergold.com/sites/files/fronteer_admin/AcquisitionPresentation1029.pdf

An audio replay of the call will be available after the call by dialing 800-408-3053 or 416-695-5800 and entering the passcode 6401813.

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 Long Canyon, 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.

ABOUT AUEX VENTURES, INC.

AuEx Ventures, Inc. is a TSX listed Nevada-based, gold/silver exploration company that has a current portfolio of twenty exploration projects in Nevada/Utah, one project in Spain and four projects in Argentina. The Company controls about 167,000 acres of unpatented mining claims and fee land in Nevada. Sixteen of the projects are in joint venture or exploration earn-in agreements with eight companies. The Company applies the extensive Nevada exploration experience and high-end technical skills of its founders to search for and acquire new precious metal exploration projects that are then offered for joint venture.

For more information, please contact:

Fronteer Gold Inc.
Mark O'Dea, President & CEO
John Dorward, Vice President, Business Development
Phone 604-632-4677 or Toll Free 1-877-632-4677

AuEx Ventures, Inc.
Ronald L. Parratt, President & CEO
Phone 775-337-1545 or rparratt@auex.com


Except for the statements of historical fact contained herein, certain information presented constitutes "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including but not limited to, those with respect to potential expansion of mineralization, potential size of mineralized zone, and size of exploration program involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Fronteer Gold to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks related to international operations and joint ventures , the actual results of current exploration activities, conclusions of economic evaluations, uncertainty in the estimation of ore reserves and mineral resources, changes in project parameters as plans continue to be refined, future prices of gold and silver, environmental risks and hazards, increased infrastructure and/or operating costs, labor and employment matters, and government regulation and permitting requirements as well as those factors discussed in the section entitled "Risk Factors" in Fronteer Gold's Annual Information form and Fronteer Gold's latest Form 40-F on file with the United States Securities and Exchange Commission in Washington, D.C. Although Fronteer Gold has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Fronteer Gold disclaims 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.

FRG - TSX �2010 Fronteer Gold | fronteergold.com
FRG - NYSE Amex Subscribe |
Suite 1650, 1055 West Hastings, Vancouver, BC V6E 2E9
Data and Statistics for these countries : Argentina | Spain | All
Gold and Silver Prices for these countries : Argentina | Spain | All

Fronteer Gold

DEVELOPMENT STAGE
CODE : FRG.TO
Follow and Invest
Add to watch list Add to your portfolio Add or edit a note
Add Alert Add to Watchlists Add to Portfolio Add Note
ProfileMarket
Indicators
VALUE :
Projects & res.
Press
releases
Annual
report
RISK :
Asset profile
Contact Cpy

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.

Your feedback is appreciated, please leave a comment or rate this article.
Rate : Average note :0 (0 vote) View Top rated
 
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
Comments closed
 
Latest comment posted for this article
Be the first to comment
Add your comment
TORONTO (FRG.TO)AMEX (FRG)
14.78+0.07%29.88+0.10%
TORONTO
CA$ 14.78
04/08 16:38 0.010
0.07%
Prev close Open
14.77 14.71
Low High
14.71 14.84
Year l/h YTD var.
 -  -
52 week l/h 52 week var.
- -  14.78 -%
Volume 1 month var.
5,867,254 -%
24hGold TrendPower© : 34
Produces
Develops Uranium
Explores for Copper - Gold - Indium - Silver - Uranium
 
 
 
Analyse
Interactive chart Add to compare
Interactive
chart
Print Compare Export
Last updated on : 11/19/2010
You must be logged in to use the porfolio and watchlists (free)
Top Newsreleases
MOST READ
Annual variation
DateVariationHighLow
 
5 years chart
 
3 months chart
 
3 months volume chart
 
 
Mining Company News
Plymouth Minerals LTDPLH.AX
Plymouth Minerals Intersects Further High Grade Potash in Drilling at Banio Potash Project - Plannin
AU$ 0.12-8.00%Trend Power :
Santos(Ngas-Oil)STO.AX
announces expected non-cash impairment
AU$ 7.70-0.65%Trend Power :
Oceana Gold(Au)OGC.AX
RELEASES NEW TECHNICAL REPORT FOR THE HAILE GOLD MINE
AU$ 2.20+0.00%Trend Power :
Western Areas NL(Au-Ni-Pl)WSA.AX
Advance Notice - Full Year Results Conference Call
AU$ 3.86+0.00%Trend Power :
Canadian Zinc(Ag-Au-Cu)CZN.TO
Reports Financial Results for Q2 and Provides Project Updates
CA$ 0.12+4.55%Trend Power :
Stornoway Diamond(Gems-Au-Ur)SWY.TO
Second Quarter Results
CA$ 0.02+100.00%Trend Power :
McEwen Mining(Cu-Le-Zn)MUX
TO ACQUIRE BLACK FOX FROM PRIMERO=C2=A0
US$ 12.43+4.10%Trend Power :
Rentech(Coal-Ngas)RTK
Rentech Announces Results for Second Quarter 2017
US$ 0.20-12.28%Trend Power :
KEFIKEFI.L
Reduced Funding Requirement
GBX 0.53-1.87%Trend Power :
Lupaka Gold Corp.LPK.V
Lupaka Gold Receives First Tranche Under Amended Invicta Financing Agreement
CA$ 0.06+0.00%Trend Power :
Imperial(Ag-Au-Cu)III.TO
Closes Bridge Loan Financing
CA$ 2.65-1.49%Trend Power :
Guyana Goldfields(Cu-Zn-Pa)GUY.TO
Reports Second Quarter 2017 Results and Maintains Production Guidance
CA$ 1.84+0.00%Trend Power :
Lundin Mining(Ag-Au-Cu)LUN.TO
d Share Capital and Voting Rights for Lundin Mining
CA$ 16.07+3.01%Trend Power :
Canarc Res.(Au)CCM.TO
Canarc Reports High Grade Gold in Surface Rock Samples at Fondaway Canyon, Nevada
CA$ 0.24+4.26%Trend Power :
Havilah(Cu-Le-Zn)HAV.AX
Q A April 2017 Quarterly Report
AU$ 0.20+2.63%Trend Power :
Uranium Res.(Ur)URRE
Commences Lithium Exploration Drilling at the Columbus Basin Project
US$ 6.80-2.86%Trend Power :
Platinum Group Metals(Au-Cu-Gems)PTM.TO
Platinum Group Metals Ltd. Operational and Strategic Process ...
CA$ 1.88+0.53%Trend Power :
Devon Energy(Ngas-Oil)DVN
Announces $340 Million of Non-Core Asset Sales
US$ 52.65+0.08%Trend Power :
Precision Drilling(Oil)PD-UN.TO
Announces 2017Second Quarter Financial Results
CA$ 8.66-0.35%Trend Power :
Terramin(Ag-Au-Cu)TZN.AX
2nd Quarter Report
AU$ 0.04+5.56%Trend Power :