TORONTO, March 28 /CNW/ - In connection with the special meeting of the
partners of Augen Limited Partnership 2004-1 (the "Partnership") held on
Monday, March 27, 2006 (the "Meeting"), Augen General Partner X Inc., (the
"General Partner"), a wholly owned subsidiary of Augen Capital Corp. ("Augen"
or "Company") (TSX-V: AUG), announces that all resolutions set out in the
Management Information Circular dated March 2, 2006 were approved at the
Meeting.
At the Meeting, the Partners voted to approve the transfer of the assets
of the Partnership to Augen Resource Strategy Fund Inc. (the "Fund"), a newly
formed open-ended mutual fund corporation, in consideration for Series III
Class A Shares of the Fund, on a tax-deferred basis, and the subsequent
dissolution of the Partnership (the "Mutual Fund Rollover Transaction"). The
Partners also voted, by special resolution, to amend the provisions of the
amended and restated limited partnership agreement dated as of June 29, 2004
(the "Partnership Agreement") with respect to a mutual fund rollover
transaction to: (i) remove the condition that limited partners be provided
with not less than 50 days' prior written notice of the Mutual Fund Rollover
Transaction, (ii) remove the requirement that the Partnership will use its
best efforts to obtain such approvals as may be required for the Fund to
become a reporting issuer in each of the jurisdictions in which the
Partnership is a reporting issuer, (iii) amend specified investment
restrictions of the Partnership as necessary solely to permit the Mutual Fund
Rollover Transaction, (iv) specify that the expenses of the Mutual Fund
Rollover Transaction be paid out of the funds held in the Partnership to
conform the provisions of the Partnership Agreement with respect to the
payment of such expenses to the disclosure contained in the prospectus of the
Partnership, dated June 29, 2004, and (v) change the timing of the requirement
that the net asset value of the Partnership be audited by the auditors of the
Partnership on the day prior to the completion of the Mutual Fund Rollover
Transaction.
It is expected that the Mutual Fund Rollover Transaction will occur on or
about April 18, 2006.
About Augen
Based in Toronto, Augen is a merchant bank specializing in the financing
of, and investment in, early stage resource companies and is an industry
leader in tax-advantaged flow-through investments in Canada's resource
sectors. Augen has raised over $25 million from investors in ten previous
limited partnerships. The Company now has over $25 million in assets under
management, including a core portfolio of emerging resource stocks, three
Resource Flow-Through Limited Partnerships, and its mutual funds, Augen
Resource Strategy Fund Inc. and Augen Resource 2 Balance Fund Inc.
For more information on Augen Capital, visit our website at
www.augencc.com
The Company's public documents may be accessed at www.sedar.com
The TSX Venture has not reviewed and does not accept responsibility for
the adequacy or accuracy of this release.
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This news release contains certain "Forward-Looking Statements" within
the meaning of Section 21E of the United States Securities Exchange Act
of 1934, as amended. All statements, other than statements of historical
fact, included herein are forward-looking statements that involve various
risks and uncertainties. There can be no assurance that such statements
will prove to be accurate, and actual results and future events could
differ materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from the
Company's expectations as disclosed in the Company's documents filed from
time to time with applicable Canadian securities regulators and the
United States Securities & Exchange Commission.
%SEDAR: 00008335E
