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Fronteer Gold to Acquire AuEx Ventures

Fronteer Gold to Acquire AuEx Ventures

articleUrz3 Energy Corp.August 31, 20103/company/urz3-energy-corp/news/fronteer-gold-to-acquire-auex-ventures-2
Fronteer Gold to Acquire AuEx Ventures

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[{"type":"text","content":"\nFronteer Gold to Acquire AuEx Ventures\n\n\n Aug. 31, 2010 (Newsfile Corp.) -- Vancouver, B.C.--(August 30, 2010) - Fronteer Gold (TSX:FRG) 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. (TSX:AEM''U) (NYSE:AEM) (TSX:AEM) ) 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,&#x20...

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