Aurogin And Morgain
Shareholders Vote Overwhelmingly In Favour To Approve Amalgamation To
Form
"Castle Gold Corporation"
Toronto,
ON, August 20, 2007 - Further
to their joint news releases dated March 5th and July 18, 2007,
Aurogin Resources Ltd. ("Aurogin")
(TSX-V: AUQ) and Morgain Minerals
Inc. ("Morgain") (TSX-V: MGM) are pleased to announce that their shareholders have voted
overwhelmingly to approve the amalgamation of the companies under the terms and
conditions contained in the Joint Information Circular dated July 18, 2007, and
to adopt the Board recommended stock option plan. At a meeting of Aurogin shareholders
held Friday, August 17, 2007, the amalgamation was approved by 97% of the votes
cast representing 43% of Aurogin's outstanding shares. At a meeting of Morgain shareholders
held later that day, the amalgamation was approved by 99% of the votes cast
representing 30% of Morgain's outstanding shares. The TSX Venture Exchange (the "TSX-V")
has conditionally accepted the amalgamation.
The
amalgamation is expected to close on or before August 29, 2007 and will create a
new corporation, Castle Gold Corporation ("Castle
Gold"), which subject to final
acceptance by the TSX-V, will begin trading in approximately 7 to 10 days under
the trading symbol "CSG". Shareholders of Aurogin will receive one (1)
common share of Castle Gold for
each two (2) Aurogin shares held immediately prior to the date on which the
transaction becomes effective, and shareholders of Morgain will also receive one
(1) common share of Castle Gold
for each two (2) Morgain common shares held. Upon completion of the amalgamation,
shareholders of Aurogin and Morgain will received a Letter of Transmittal
setting out the procedure to be followed in order to exchange their share
certificates for certificates representing shares of Castle
Gold.
"This
marks an historic moment for Aurogin and Morgain shareholders. Their overwhelming support ushers in the
creation of a new gold producer, ultimately aimed at filling a growing void in
the intermediate producer sector," said Christopher E. Babcock, soon to be
President and CEO of Castle Gold.
"Our organization will have increased reserves and resources,
geographical synergies, a stronger mine-building team and a management team
committed to focusing its efforts on growing shareholder value in both the near-
and long-term."
"The
unquestionable support from the shareholders of both companies clearly
demonstrates their enthusiasm towards the creation of Castle Gold," said John H.
Paterson, President and CEO of Aurogin.
"Aurogin shareholders are gaining access to both a tremendous team at
Morgain and to an excellent asset with a 12 year mine life at El Castillo."
Castle
Gold will jointly operate and own 50% of the El Sastre gold mine in Guatamala
and operate the 100% owned El Castillo gold mine in Mexico. In addition, Castle Gold will continue
work on the La Fortuna property in Mexico with the goal of producing a National
Instrument 43-101 compliant resource aimed at advancing the property towards
production. Work will also continue
on various other mining properties with the goal of increasing resources and
creating additional shareholder value.
ON
BEHALF OF AUROGIN RESOURCES LTD.
ON BEHALF OF MORGAIN MINERALS INC.
John
H. Paterson
Christopher E.
Babcock
President
and Chief Executive Officer
President and Chief Executive
Officer
For further information about
Aurogin contact:
John
Paterson, President & CEO (416) 931-7215
Rick
Adams, VP Corporate Development (416) 214-4809
Website: www.aurogin.com E-mail:
info@aurogin.com
Issued: 66,561,387 common
shares |
For further information about
Morgain contact:
Court
Babcock, Investor Relations (604) 643-1727
Coal
Harbour Communications Inc.(604) 662-4505
or
Toll-free 1-877-642-6200
Website:
www.morgainminerals.com
Issued: 72,629,908
common shares |
CAUTION
REGARDING FORWARD LOOKING STATEMENTS:
The
technical and pre-feasibility reports referred to above contain "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to, statements with
respect to the future price of metals, timing of exploration activities, mine
life, economic viability and estimated internal rate of return, estimation of
mineral resources, the results of drilling, estimated future capital and operating costs, future stripping ratios, projected mineral recovery rates and
plans for developing, the projects.
Generally, these forward-looking statements can be identified by the use
of forward-looking terminology such as "plans", "expects" or "does not expect",
"is expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or state that certain actions, events or results "may", "can",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the companies to be
materially different from those expressed or implied by such forward-looking
statements, including but not limited to: risks related to the exploration and
potential development of the projects, risks related to international
operations, the actual results of current exploration activities, conclusions of
economic evaluations, changes in project parameters as plans continue to be
refined, future prices of metals.
Although the companies have attempted to identify important factors that
could cause actual results to differ materially from those contained in
forward-looking statements, 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. Accordingly, readers should not place undue reliance on forward-looking
statements. The companies do not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with
applicable securities laws.
The TSX
Venture Exchange has not reviewed and does not accept responsibility for the
adequacy of this news release.
Dale Paruk
Coal Harbor Communications Inc.
Suite 701, 555 Jervis Street
Vancouver BC V6E 4N1
Tel: 1+ (604) 662-4505