- Advances Shareholder Meeting to
May 2 -
TORONTO,
April 8, 2014 /PRNewswire/ -
Augusta Resource Corporation (TSX and NYSE MKT: AZC)
("Augusta" or the "Company") announced that it has advanced to
May 2, 2014 the date of its
previously scheduled annual and special shareholder meeting to
re-affirm the continuance of its shareholder rights plan. The
advancement of the shareholder meeting to a date prior to the
expiry of the unsolicited offer for Augusta common shares by HudBay
Minerals Inc. ("HudBay") preserves the ability of Augusta's
shareholders to decide whether they wish the rights plan to
continue to prevent HudBay from gaining a minority blocking
position in the shares of Augusta.
Following the March 28,
2014 announcement of Augusta's shareholder meeting to
re-affirm the continuance of the rights plan, HudBay extended the
expiry of its offer to a date just four days prior to the date
initially scheduled. HudBay also announced that this was the
"final extension" of its offer and that it will be applying to the
British Columbia Securities Commission to cease trade Augusta's
rights plan prior to the expiry of its offer. This was a
clear and deliberate tactical attempt by HudBay to deny Augusta's
shareholders of their ability to make one of the most critical
decisions in respect of their investment in Augusta. Augusta
will vigorously defend the shareholder rights plan at any hearing
that may be called.
"HudBay's tactics are transparent and clearly
focused on denying Augusta shareholders value for their shares,"
Gil Clausen, Augusta's President and
Chief Executive Officer, stated. "First, HudBay used the
unprecedented tactic of dropping its minimum tender condition part
way through its initial bid period to coerce our
shareholders. Now, HudBay is attempting to deny our
shareholders their critical vote on the rights plan by manipulating
the timing of its offer. The future of our Company should be
decided by a fair and non-coercive shareholder vote. For this
reason, we are putting the power of this important decision
directly in the hands of Augusta shareholders. Our Board
takes its duties seriously and we will continue to protect the
interests of our shareholders."
While the rights plan remains in effect, HudBay,
or any other party, can make a "permitted bid" under the rights
plan without triggering the plan. A permitted bid would allow
Augusta's shareholders to decide whether the bid is acceptable to
them in a non-coercive manner, as the permitted bid must contain an
irrevocable minimum tender condition of a majority of shares held
by shareholders other than the bidder. The Company
remains fully focused and committed to maximizing value for its
shareholders by carefully considering all available alternatives to
HudBay's offer.
If shareholders, other than HudBay, approve the
rights plan at the meeting, on an annual basis thereafter,
shareholders will be given the opportunity at each annual meeting
to determine whether to continue the rights plan or require the
Board to have it terminated. If shareholders, other than
HudBay, do not approve the continuance of the rights plan at the
shareholder meeting, the rights plan will be terminated prior to
the expiry of HudBay's offer on May 5,
2014. The proxy circular and related materials
to the shareholder meeting will be filed and distributed to
shareholders today.
Reject HudBay's Offer – No Action
Required
To REJECT HudBay's offer no action is required on
the part of shareholders. The Board of Directors' recommendation
that Augusta shareholders REJECT HudBay's unsolicited offer and NOT
TENDER their Augusta shares thereto, as well as a more detailed
discussion of the reasons for rejecting HudBay's offer is set forth
in the Directors' Circular issued by the Board of Directors that
was mailed to Augusta's shareholders and filed with securities
regulatory authorities. Shareholders are advised to read the
Directors' Circular carefully and in its entirety, as it contains
important information regarding Augusta, HudBay and HudBay's
offer. The Directors' Circular is available on SEDAR at
www.sedar.com and on Augusta's website at
www.augustaresource.com.
How to Withdraw
If you have already
tendered your Augusta shares to HudBay's offer, you can withdraw
your shares by contacting your broker or Laurel Hill Advisory
Group, the Information Agent retained by Augusta.
Laurel Hill can be reached at
1-877-452-7184 (Toll Free within North
America), or by bank and brokers and collect calls outside
North America at 416-304-0211 or
via email at assistance@laurelhill.com.
About Augusta
Augusta is a base metals
company focused on advancing the Rosemont Copper deposit near
Tucson, Arizona. Rosemont
hosts a large copper/molybdenum reserve that would account for
about 10% of U.S. copper output once in production (for details
refer to www.augustaresource.com). The exceptional experience
and strength of Augusta's management team, combined with the
developed infrastructure and robust economics of the Rosemont project, propels Augusta to becoming
a solid mid-tier copper producer. Augusta's shares are listed
and posted for trading on the Toronto Stock Exchange and the NYSE
MKT under the symbol AZC.
Cautionary Statements Regarding Forward
Looking Information
Certain of the statements made and the
information contained in this news release constitutes
"forward-looking statements" under United
States federal securities laws or "forward-looking
information" under Canadian securities laws. These statements
and information relate to future events and Augusta's future
performance, business prospects or opportunities, including
information concerning the unsolicited offer of HudBay and the
strategic review process of Augusta, which are subject to certain
risks, uncertainties and assumptions. Such forward-looking
statements and forward-looking information include, but are not
limited to statements concerning Augusta's plans at the
Rosemont project, including the
timing for obtaining final permits, construction and estimated
production, expectations surrounding future financings and
refinancings, capital and operating cash flow estimates, changes in
market conditions, changes or disruptions in the securities markets
and market fluctuations in the prices for Augusta's securities, the
lack of any alternative transactions or the terms and conditions of
any alternative transactions not being acceptable.
Forward-looking statements or information is
frequently, but not always, characterized by words such as "will",
"plan", "expect", "project", "intend", "believe", "anticipate",
"budget", "forecast", "schedule", "estimate" and similar
expressions, or statements that certain events or conditions "may",
"should", "could", "might" or "will" occur. The
forward-looking statements or information contained in this news
release is based on the reasonable expectations and beliefs of
management and involves numerous assumptions, known and unknown
risks and uncertainties, both general and specific to Augusta and
the industry in which the Company operates. Such assumptions,
risks and uncertainties include, but are not limited to Augusta's
history of losses, requirements for additional capital, dilution,
loss of material properties, interest rate increases, global
economy, no history of production, speculative nature of
exploration activities, periodic interruptions to exploration,
development and mining activities, environmental hazards and
liability, industrial accidents, failure of processing and mining
equipment, labour disputes, supply problems, commodity price
fluctuations, uncertainty of production and cost estimates, the
interpretation of drill results and the estimation of mineral
resources and reserves, legal and regulatory proceedings and
community actions, title and tenure matters, regulatory
restrictions, permitting and licensing, volatility of the market
price of the Company's common shares, insurance, competition,
hedging activities, currency fluctuations, loss of key employees,
as well as those factors disclosed in Augusta's documents filed
from time to time with the securities regulators in the provinces
of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New
Brunswick and Newfoundland
and Labrador. Should one or more of these risks and
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results, performance or achievements of the
Company, or industry results, may vary materially from those
described in this presentation. For further details,
reference is made to the risk factors discussed or referred to in
Augusta's annual and interim management's discussion and analyses
and Annual Information Form on file with the Canadian securities
regulatory authorities and available under Augusta's issuer profile
on SEDAR at www.sedar.com.
Although Augusta has attempted to identify
important factors that could cause actual actions, events, results,
performance or achievements to differ materially from those
described in the forward-looking statements or information
contained in this news release, there may be other factors that
cause actions, events, results, performance or achievements not to
be as anticipated, estimated or intended. There can be no
assurance that forward-looking statements or information will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Such
forward-looking statements and information are made or given as at
the date of this news release and Augusta disclaims any intention
or obligation to update or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, except as required under applicable securities
law. The reader is cautioned not to place undue reliance on
forward-looking statements or information.
SOURCE Augusta Resource Corporation