Newstrike Capital and Aurea Mining Sign Business Combination Agreement
VANCOUVER, BRITISH COLUMBIA -- (MARKET WIRE) -- 05/27/08 -- Newstrike Capital Inc. (NEX: NES.H) (Newstrike) and Aurea Mining Inc. (TSX VENTURE: MXA)(FRANKFURT: A9M) (Aurea) are pleased to announce that they have entered into a Business Combination Agreement in respect of the previously announced merger of the two companies.
Pursuant to the Business Combination Agreement, Newstrike will acquire all of the issued and outstanding shares of Aurea on the basis of 1 Newstrike common share for each 5.5 Aurea common shares. The consideration to Aurea shareholders represents an approximately 69% premium over Aurea's closing price on May 5, 2008, the date the parties entered into a letter of intent. Newstrike shareholders will continue to hold their existing number of common shares. The transaction will be completed by way of a Plan of Arrangement. Upon completion of the Arrangement Newstrike will have approximately 55 million common shares and 1.4 million warrants outstanding and will make an application to graduate to become a Tier 2 Issuer on the TSX Venture Exchange.
The Business Combination Agreement includes a commitment by Aurea not to solicit alternative transactions to the Arrangement. Aurea has agreed to pay a break fee of Cdn $250,000 to Newstrike in certain circumstances and has granted Newstrike the right to match competing offers. Completion of the transaction is conditional upon Aurea shareholders approving the Arrangement by a 66.7% majority vote by special resolution as well as other customary conditions and regulatory approvals. Aurea's Board of Directors has approved the proposed merger and directors representing approximately 23,000,000 Aurea shares, or approximately 40% of the outstanding Aurea shares, have entered into support agreements with Newstrike recommending acceptance of the merger and have agreed to vote their shares in favour of the transaction. The annual and special shareholder meeting of Aurea to vote on the transaction is scheduled for June 24, 2008. An information circular and other related documents containing the terms of the Arrangement will be mailed to Aurea shareholders on May 29, 2008. The transaction is expected to close by late June, 2008. Following completion of the transaction Newstrike's board of directors will be reconstituted and will comprised of Messrs. Richard Bailes and Jan Christoffersen of Canadian Gold Hunter Corp., as nominees of Newstrike, and Messrs. Richard Whittall and Ken Thorsen as nominees of Aurea. The transaction marks Newstrike's first move into the Mexican mineral exploration and development sector and forms the basis of an aggressive precious metals acquisition strategy in Mexico. Accordingly to Mr. Bill McCartney, President and CEO of Newstrike, "This merger will be the first of what we expect will be several high quality acquisitions in Mexico."
About Aurea Aurea Mining Inc. is a Canadian mineral resource company with a 100% interest in over 157,000 hectares of mineral claims in the State of Guerrero and the State of Oaxaca, Mexico. Its Aurea Norte project is contiguous to and on strike to a known inventory of 12 million gold ounces in Guerrero's emerging gold belt. In 2007, Aurea increased its exploration portfolio to include approximately 77,000 hectares in the historical Taviche silver gold mining district in Oaxaca. Forward-Looking Statements Certain of the statements made and information contained herein is "forward-looking information" within the meaning of applicable securities legislation. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to foreign currency fluctuations; risks inherent in mining including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the companies' expectations; the potential for and effects of labour disputes or other unanticipated difficulties with or shortages of labour or interruptions in production; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; uncertain political and economic environments; changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits; and other risks and uncertainties. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release Contacts: Newstrike Capital Inc. Mr. Murray Oliver Director (604) 687-0888 Aurea Mining Inc. Mr. Richard Whittall President & CEO (604) 605-4654 Website: www.aureamining.com
2008-05-27 20:09:51 0371149 MARKETWIRE
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