Press Release and Early Warning Report Filed Pursuant to National Instrument
62-103 - RE: Avnel Gold Mining Limited
TORONTO, Aug. 5 /CNW/ -
1. Name and address of the offeror:
This report is being filed on behalf of: Elliott Associates, L.P.
("Elliott Associates"), The Liverpool Limited Partnership
("Liverpool") Manchester Securities Corp. ("Manchester"), and Elliott
International, L.P. ("Elliott International" and, collectively with
Elliott Associates, Liverpool and Manchester, the "Offeror").
The business addresses of Elliott Associates, Liverpool,
Manchester and Elliott International are as follows:
c/o Elliott Management Corporation
712 Fifth Avenue
35th Floor
New York, New York
USA 10019
2. Designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities of
which the offeror acquired ownership or control in the transaction or
occurrence giving rise to the obligation to file the news release,
and whether it was ownership or control that was acquired in those
circumstances:
On August 5, 2010 Elliott Associates, Elliott International, and
Manchester agreed to purchase an aggregate of 40,858,691 units (the
"Units") of Avnel Gold Mining Limited (the "Company"), each Unit
comprised of one common share of the Company (a "Common Share") and
one-half (1/2) of one Common Share purchase warrant (a "Warrant",
which will entitle the holder thereof to purchase one Common Share)
at a price of Cdn.$0.20 per Unit and for a total consideration of
Cdn.$8,171,738 pursuant to subscription agreements with the Company.
The number of Units issued is equal to the total outstanding
principal amount and certain interest of all indebtedness owing to
Elliott Associates, Elliott International and Manchester (the
"Lenders") by the Company as at August 5, 2010 and the Units are
issued in repayment and for the discharge of substantially all of the
Company's outstanding indebtedness owed to the Lenders.
3. Designation and number or principal amount of securities and the
Offeror's security holding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligation to file the news release:
Following the transaction described in Item 2, the Offeror will hold
85,981,945 Common Shares and 20,429,346 Warrants, representing
approximately 56.95% of the 186,840,120 outstanding Shares, assuming
the exercise of Warrants into Common Shares.
4. Designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities
referred to in paragraph No. 3 over which
(a) the Offeror, either alone or together with any joint actors, has
ownership and control:
85,981,945 Common Shares and 20,429,346 Warrants, representing
approximately 56.95% of the 186,840,120 outstanding Shares, assuming
the exercise of Warrants into Common Shares.
(b) the Offeror, either alone or together with any joint actors, has
ownership but control is held by other persons or companies other
than the offeror or any joint actor:
None.
(c) the Offeror, either alone or together with any joint actors, has
exclusive or shared control but does not have ownership:
None.
5. Name of the market where the transaction or occurrence that gave rise
to the news release took place:
N/A - private placement subscriptions.
6. Purpose of the Offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release,
including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer:
The acquisitions by Elliott Associates, Elliott International and
Manchester were made in connection with a conversion of indebtedness
into equity and, in the case of Elliott Associates, Elliott
International, and Liverpool, additionally in the ordinary course of
their investment activities. Other than the possible exercise of the
Warrants, the Offeror has no current plan or proposal which relates
to, or would result in acquiring additional ownership or control over
the securities of the Company. The Offeror may or may not purchase or
sell securities of the Company in the future on the open market or in
private transactions, depending on market conditions and other
factors material to the Offeror's investment decision.
7. The general nature and the material terms of any agreement, other
than lending arrangements, with respect to securities of the
reporting issuer entered into by the Offeror, or any joint actor, and
the issuer of the securities or any other entity in connection with
the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities:
None.
8. Names of any joint actors in connection with the disclosure in this
news release and report of acquisition:
Paul E. Singer ("Singer") is a general partner of Elliott Associates.
Hambledon, Inc., which is controlled by Singer, is the general
partner of Elliott International. The Liverpool Limited Partnership,
a Bermuda limited partnership, is a subsidiary of Elliott Associates.
Manchester Securities Corp., a New York corporation, is a subsidiary
of Elliott Associates.
9. The nature and value of the consideration paid by the Offeror:
See Item 2 above.
10. Description of any change in any material fact set out in a previous
report filed in connection with the subject securities:
See Item 2 above.
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