May 5, 2008
Newstrike Capital and Aurea Mining to Merge
Newstrike Capital Inc. (NEX: NES.H) (Newstrike) and Aurea Mining Inc. (TSX-V: MXA) ("Aurea") announced today that they have entered into a letter of intent to combine the two companies. 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.
The letter of intent contemplates that the transaction will be completed by way of a Plan of Arrangement (the "Arrangement"). At closing, all Aurea common shares will be automatically exchanged for Newstrike shares on the basis of 1 Newstrike common shares for each 5.5 Aurea common shares. The consideration to Aurea shareholders pursuant to the Arrangement represents an approximately 57% premium over Aurea's closing price on May 2, 2008 based on Newstrike's closing price on the NEX of $1.12 per share. Newstrike shareholders will continue to hold their existing number of common shares.
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.
Aurea's Board of Directors have unanimously approved the proposed merger and upon entering into a definitive agreement will enter into specific support agreements recommending acceptance of the merger.
The transaction is conditional upon the negotiation and execution of a definitive agreement and upon Aurea shareholders approving the Arrangement by a 66.7% majority via special resolution as well as other customary conditions and regulatory approvals. The annual and sp ecial shareholder meeting of Aurea to vote on the transaction is expected to be held in late June 2008. An i nformation circular and other related documents containing the terms of the Arrangement will be mailed to Aurea shareholders in late May, 2008. The transaction is expected to close by late June, 2008.
The letter of intent 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.
Mr. Bill McCartney, President and CEO of Newstrike " The merger of Newstrike and Aurea provides an excellent foundation for what will become the first of several high quality acquisitions in Mexico. We are very pleased to welcome Messrs. Richard Bailes & Jan Christoffersen of Canadian Gold Hunter Corp. and Mr. Ken Thorsen as nominees to the Board of the Directors.
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.
For further information, please contact:
Newstrike Capital Inc.
Mr. Murray Oliver
Director - 604-687-0888
Aurea Mining Inc.
Mr. Richard Whittall
President & CEO - 604-605-4654