Aurelian Resources Was Stolen By Kinross and Management But Will Not Be Forgotten

The company whose shareholders were better than its management

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Message: Ecuadorminingnews.co... ARU

Ecuadorminingnews.co... ARU

posted on Sep 11, 2008 02:12PM

I hope this article dtd 08Sept08 isn't a repeat on the Board but I hadn't seen it before today and I found it somewhat interesting.

As the Board is quiet I decided to post it failing the availability of more recent news. I don't know why I continue to read these articles because all they do is upset me. Nevertheless, I guess we should read and learn what others are saying of our dilemma. It won't benefit us financially but it does help to pass the time until Monday 15Sept08.

www.ecuadorminingnews.com - All copyrights belong to Ecuador Mining News
Kinross Succeeds in ARU Takeover Bid

Photo CaptionAurelian's gold from their FDN El Tigre site.

By Silvia Santacruz
Ecuador Mining News

Washington D.C. September 8th, 2008 — Major mining company Kinross Gold Corp. (TSX:K, NYSE:KGC) succeeded in its takeover bid for the junior exploration firm Aurelian Resources (TSX:ARU) with the approval of 74.8 percent of ARU shareholders, more than the two thirds required by the September 3rd deadline.

The offer, which consists of 0.317 of Kinross common share and 0.1429 of a warrant per ARU stock, was extended until September 15th, in order to gain 90 percent of ARU shares. Kinross plans to acquire the remaining 10 percent by compulsory acquisition. Kinross also announced that today it will be paying the deposited shares, issuing approximately 34.4 million common shares and approximately 15.5 million warrants. Read KGC September 4th Press Release

The KGC-ARU transaction succeeded despite vocal opposition from Aurelian retail shareholders who considered the offer a low-ball one for their firm’s mega-rich Fruta del Norte (FDN) project. Retail investors even set up a Revolt Aurelian Discussion Forum on Agora.com to feature their spirited debate and commentary. Their arguments gained some attention in the Canadian media, but ultimately failed to impact the deal.

Nonetheless, most Aurelian shareholders have benefited quite well from the ARU stock performance, according to Victor Flores, a HSBC Senior Mining Analyst based in New York. “They paid a few cents per share just a couple of years ago. Those investors who came after the discovery [April 2006] may be not very happy, because of the losses caused by the April 2008 mining mandate. Also, some investors may have bought FDN because it was a great opportunity to increase its share value as an exploration company,” he says. See the ARU stock 5-year performance, below.



Aurelian Resources and other junior exploration firms operating in Ecuador were the ones most affected by the April 18th mining mandate, which was issued by the Constitutional Assembly and halted all large-scale mining operations for six months. When the mandate was announced and entered into force, ARU stock abruptly fell 61 percent from more than $8.59 in April 16th. The stock plummeted further to $3.28 in April 21th and was unable to recapture its pre-mandate price levels. See chart below



“I think that if the mandate hadn’t happened, Barrick or Newmont – which expressed interest in Aurelian in the past – may have bid alongside Kinross, and the takeover price would have reached around $15 per share. But the mandate did happen, and the consequence for Aurelian was that no other company was willing to take the risk in Ecuador,” added Flores.

Kinross (TSX:K, NYSE:KGC) made the takeover deal at a time when ARU stocks were depressed as a consequence of the mandate, and prior to the Ecuadorian government’s publishing of its new mining law that was sent to the presidency from the Ministry of Mines and Petroleum last June 27th. The law is expected to be favorable to the industry and will promptly be approved by the new interim Congresillo, which will be created if Ecuadorians approve the country’s new constitution in a referendum on September 28th. If the “Magna Carta” passes, the Constituent Assembly’s transition plan calls for the creation of the interim Congresillo, as well as new elections next February for mayors, provincial governors, and the president and vice-president. According to the latest survey on August 19th, 44 percent of Ecuadorian respondents said they will vote for the new Magna Carta, 10 points more than the 34 percent saying they will oppose it. Read Cedatos Report (Spanish only)

Kinross President and CEO Tye Burt says the transaction is a win-win-win: ARU shareholders get a high premium for an early stage development, plus a percentage in a warrant; Kinross acquires FDN as a new addition to its future mines; and Ecuadorian communities surrounding FDN will benefit from its corporate social responsibility projects. Burt explains in detail the Aurelian transaction in a video released last August 25th

With the takeover transaction completed, Kinross will become the first major company acquiring a mining exploration project in Ecuador, and the largest private transaction in Andean country’s history. Kinross, the third largest gold producer in North America, was recently recognized as the top performer in senior gold equity at the New York Stock Exchange (NYSE) last June 12th. See KGC’s stock performance the last five years, below




The Kinross portfolio includes nine mines in five countries, most of them located in friendly jurisdictions: roughly 40 percent of its gold, silver, and copper reserves are in Brazil, 40 percent in Chile, 13 percent in the United States, and eight percent in Russia. In a recent interview with Bloomberg at the NYSE last June 12th, Burt said that his company “has the luxury to have some time to look at those junior companies because of our growth profile over the one year and a half. When junior miners lack access to capital, it’s time to make a JV with seniors.” When the ARU-KGC deal was announced, Burt said he had been studying FDN and Ecuador for the last two years. See Tye Burt Interview with Bloomberg

Kinross’s new acquisition FDN was proudly showcased before investors at the Merrill Lynch 14th Annual Mining Conference in Toronto last September 4th, the same day the ARU-KGC deal succeeded. Including FDN’s 13.7 million oz of gold, Kinross’s gold resources total 47 million ounces of proven and probable resources, 11 million of measured and indicated, and 20.7 million of inferred resources. Go to Kinross presentation incl. FDN

“Kinross is well-positioned to work with the government in ways we never could,” Patrick Anderson, Aurelian Resources President and CEO, was quoted after the friendly takeover deal was announced.

Kinross’s CEO Burt seems to agree with that statement.

“FDN itself has a much higher likelihood of being developed successfully in the hands of an experienced senior company such as Kinross,” he said in the explanatory video released two weeks ago. Both firms may have anticipated some difficulties for the industry within the new mining law. These include new royalties or the feared 70 percent windfall tax, both to be applied more severely to high-mineralization deposits than modest ones.


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