TORONTO, April 28, 2014 /PRNewswire/ - Augusta Resource
Corporation (TSX and NYSE MKT: AZC) ("Augusta" or the
"Company") demonstrated today that it is committed to maximizing
shareholder value by continuing to aggressively pursue strategic
alternatives and ensuring its value-enhancing process is
comprehensive and complete, even if the offer for Augusta shares by
HudBay Minerals Inc. ("HudBay") expires or is terminated.
Augusta's shareholder rights plan permits Augusta to continue to
pursue strategic alternatives by preventing HudBay from acquiring a
blocking position that would permit HudBay to veto any alternative
transactions with other parties. Augusta has asked its
shareholders to approve the continuance of the shareholder rights
plan at the annual and special meeting on May 2, 2014.
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.
If shareholders approve the continuation of the rights plan and
the British Columbia Securities Commission determines to respect
that approval, the Board of Directors of Augusta has determined
that Augusta will not utilize the rights plan to prevent any
unsolicited bidder, including HudBay, from acquiring Augusta shares
if holders of a majority of the Augusta shares (other than the
bidder) desire to accept the bid. Accordingly, the Board has
determined that it will waive or terminate the rights plan to
permit any bidder to take up Augusta shares tendered to its bid if
(a) at the relevant time the bid, or any variations thereto, has
been outstanding for at least 60 days (which is now the case with
the HudBay offer), (b) more than 50% of the outstanding Augusta
shares held by shareholders, excluding shares held by the bidder or
its affiliates, associates or joint actors, are tendered to the bid
and not withdrawn on the date of expiry of the bid, and (c) the
bidder has made public announcement of this fact and extended the
bid for not less than 10 business days from the date of such
announcement in order to allow other shareholders to tender to the
bid if they choose to do so.
"We believe that the future of our Company should be decided
by a fair process to both protect the rights and determine the
wishes of our shareholders, whether through tenders to a bid or a
vote at a meeting of shareholders," Gil
Clausen, Augusta's President and CEO, stated. "Our
shareholder rights plan is intended to facilitate this and was
never intended to permit the Board to 'just say no' to HudBay or
any other unsolicited bidder. We are fully committed to
rigorously pursuing strategic options to provide our shareholders
maximum value for their shares, even if HudBay's offer
disappears."
Vote For Continuation of Shareholder Rights
Plan
Shareholders are reminded to submit their proxies for
the annual and special shareholders meeting on May 2, 2014 and to vote FOR the continuation of
the shareholder rights plan prior to April
29, 2014, the date scheduled for the British Columbia
Securities Commission hearing on the rights plan so that their
proxy votes can be considered.
For assistance in voting, shareholders can contact Laurel Hill
Advisory Group toll-free at 1-877-452-7184 or by email at
assistance@laurelhill.com. Shareholders are encouraged to
review the management information circular of Augusta dated
April 7, 2014, which provides a
detailed discussion of the continuation of the shareholder rights
plan, a copy of which is available on SEDAR at
www.sedar.com and on Augusta's website at
www.augustaresource.com.
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