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AuRico Gold and Northgate Minerals Provide Update on Special Shareholder Meetings
TORONTO, Sept.
13, 2011 /CNW/ - AuRico Gold Inc. ("AuRico") (TSX:AUQ) (NYSE:AUQ) and Northgate Minerals Corporation ("Northgate") (TSX:NGX) (NYSE-Amex:NXG) jointly announce that pursuant
to the New York Stock Exchanges advance notice requirement for setting
record dates, the record date for the notice of the AuRico Meeting and
the Northgate Meeting (as defined below) has now been set for September
23, 2011.
Consistent with the change in the record date, the date of
both companies special meetings of shareholders has now been set for
October 24, 2011.
The purpose of the AuRico special meeting ("AuRico Meeting") is to
consider a resolution to approve the issuance of the AuRico common
shares to Northgate security holders in connection with the Arrangement
(as hereinafter defined).
The AuRico Meeting is being held concurrently
with the special meeting of Northgate shareholders ("Northgate
Meeting") which has been called to consider the Arrangement.
AuRico shareholders of record at the close of business on September 23,
2011 will be provided with the notice of the AuRico Meeting and
AuRicos management information circular in respect of the AuRico
Meeting and will be entitled to vote at the AuRico Meeting.
Northgate shareholders of record at the close of business on September
23, 2011 will be provided with the notice of the Northgate Meeting and
Northgates management information circular in respect of the Northgate
Meeting and will be entitled to vote at the Northgate Meeting.
Both companies information circulars will be publicly filed and mailed
during the week of September 26, 2011.
On August 29, 2011, AuRico and Northgate announced that the companies
had entered into an arrangement agreement (the "Arrangement
Agreement"), pursuant to which, among other things, AuRico will acquire
all of the issued and outstanding common shares of Northgate in
accordance with a court-approved plan of arrangement of Northgate under
the British Columbia Business Corporations Act (the "Arrangement").
Assuming the Arrangement becomes effective, each
Northgate shareholder will receive 0.365 of an AuRico common share for
each Northgate common share.
About AuRico Gold:
AuRico Gold is a leading intermediate Canadian gold and silver producer
with a diversified portfolio of high quality mines and projects in
Mexico.
The Companys three wholly-owned operating properties include
the Ocampo mine in Chihuahua State, the El Chanate mine in Sonora State
and the El Cubo mine in Guanajuato State.
A strong pipeline of
development and exploration stage projects include the Guadalupe y
Calvo advanced development property in Chihuahua State and the Orion
advanced development property in Nayarit State, along with six
exploration properties throughout Mexico.
AuRicos head office is
located in Toronto, Ontario, Canada.
About Northgate Minerals:
Northgate Minerals Corporation is a gold and copper producer with mining
operations, development projects and exploration properties in the
Americas and Australia. Northgate currently owns and operates the
Fosterville and Stawell gold mines in Victoria Australia, and is
building the Young-Davidson gold mine in northern Ontario, which is
targeting a 15-year mine life with average annual production of 180,000
ounces of gold commencing in 2012.
Cautionary Statement
Cautionary Note to US Investors - The United States Securities and
Exchange Commission (the "SEC") permits US mining companies, in their
filings with the SEC, to disclose only those mineral deposits that a
company can economically and legally extract or produce.
This press
release uses certain terms, such as "measured", "indicated" and
"inferred" "resources", that the SEC guidelines strictly prohibit US
registered companies from including in their filings with the SEC.
US
investors are urged to consider closely the disclosure in AuRicos
Annual Report on Form 40-F, which may be secured from AuRico or from
the SECs website at http://www.sec.gov.
No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.
Certain statements included herein, including information as to the
future financial or operating performance of AuRico or Northgate, their respective subsidiaries and
their respective projects, constitute forward-looking statements.
The
words believe, expect, anticipate, target,
continue, estimate, may, and similar expressions identify
forward-looking statements.
Forward-looking statements include, among
other things, statements regarding anticipated future financial and
operational performance, the future price of gold and silver and the
ratio of their prices, the de-risking of operations, future exploration
results of its exploration and development programs and the success of
AuRico or Northgates exploration approaches, AuRico or Northgates
ability to delineate additional resources and reserves as a result of
such programs, statements regarding their respective financial exposure
to litigation, targets, estimates and assumptions in respect of gold
and silver production and prices, operating costs, results and capital
expenditures, mineral reserves and mineral resources and anticipated
grades, recovery rates, future financial or operating performance,
margins, operating and exploration expenditures, costs and timing of
completion of the Ocampo expansion program and improvements to the heap
leach pad, costs and timing of the development and commencement of
production of new deposits, costs and timing of construction, costs and
timing of future exploration and reclamation expenses, including
anticipated 2011 results, operating performance projections for 2011,
AuRico or Northgates ability to fully fund their respective business
model internally, 2011 gold and silver production and the cash and
operating costs associated therewith, the ability to achieve
productivity and operational efficiencies, and the timing of each
thereof.
Forward-looking statements are necessarily based upon a number
of estimates and assumptions that, while considered reasonable by the
Company, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies.
The
operating and financial performance of the Company will be affected by
changes in the actual gold equivalency ratio realized in 2011.
Many
factors could cause the Companys actual results to differ materially
from those expressed or implied in any forward-looking statements made
by, or on behalf of, AuRico or Northgate.
Such factors include, among
others, known and unknown uncertainties and risks relating to
additional funding requirements, reserve and resource estimates,
commodity prices, hedging activities, exploration, development and
operating risks, illegal miners, political and foreign risk,
uninsurable risks, competition, limited mining operations, production
risks, environmental regulation and liability, government regulation,
currency fluctuations, recent losses and write-downs, restrictions in
any of AuRico and Northgates loan facilities, dependence on key
employees, possible variations of ore grade or recovery rates, failure
of plant, equipment or process to operate as anticipated, accidents and
labour disputes.
Investors are cautioned that forward-looking
statements are not guarantees of future performance and, accordingly,
investors are cautioned not to put undue reliance on forward-looking
statements due to the inherent uncertainty therein.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, and shall not
constitute an offer, solicitation or sale in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful. The
securities to be offered by AuRico have not been and will not be
registered under the United States Securities Act of 1933, as amended
(the "U.S.
Securities Act"), or any state securities laws and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the U.S.
Securities Act. AuRico intends to offer and sell its securities in the
United States pursuant to the exemption from registration set forth in
Section 3(a)(10) of the U.S.
Securities Act.
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