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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posted on Sep 03, 2008 05:29AM

Aurelian Resources Investor Community on AGORACOM Revolts Against Kinross Gold Bid. Registers 1,122,000 Page Views

Sep 3, 2008 9:03:00 AM

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TORONTO, ONTARIO--(Marketwire - Sept. 3, 2008) - AGORACOM (http://www.agoracom.com), Canada's largest small-cap investment community and only provider of monitored online communities to public companies, today announced that the Aurelian Resources Inc. Community on AGORACOM ("Aurelian AGORACOM Community") has registered over 1,122,000 page views since July 24 from shareholders that overwhelmingly will not tender their shares to the offer made by Kinross Gold Corporation.

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"MOST SUCCESSFUL CANADIAN ONLINE SHAREHOLDER ACTIVISM CAMPAIGN"

George Tsiolis, Founder of AGORACOM stated "This is by far the most successful Canadian online shareholder activism campaign I have ever seen. In addition to building a massive and highly informed online community, this well orchestrated campaign attracted major business media and blog coverage, took top spot on Yahoo! Buzz (Business) on its first day, and even extended to YouTube. All that remains now is the result. If you are a shareholder of Aurelian Resources Inc., I urge you to read the comments of this group and watch their very compelling YouTube Video. For your convenience, we have provided links to them below."

COMMUNITY SEES MAJOR DEFICIENCIES WITH KINROSS BID

Amongst the many concerns expressed by the Aurelian AGORACOM Community, the following are most prevalent:

1) Valuation Of The Bid (All Figures In Canadian Dollars)

Kinross Gold has offered to acquire shares of Aurelian Resources that it does not already own on the basis of 0.317 of a Kinross common share and 0.1429 of a Kinross warrant for each Aurelian share to holders of Aurelian shares and holders of options of Aurelian.

As of the offer announcement on July 24, 2008, the implied value of the offer was $8.20 per share, based on a 20-day volume weighted average price of each company, representing a 63% premium to Aurelian's 20-day volume weighted average price of $5.02. This attributes a value of $0.92 per Aurelian Share to the 0.1429 of a Kinross Warrant payable as partial consideration for each Aurelian Share under the terms of the Offer.

Unfortunately, Kinross shares have fallen by approximately 23.2% to $16.00 as of September 2, 2008.

At this price, the Kinross offer values Aurelian shares at approximately $5.62 ($16.00 x .317 equals $5.08) + ($0.544 per Aurelian share to the .1429 of a Kinross Warrant(i)), representing only an 11.95% premium over Aurelian's 20-day volume weighted average price of $5.02 on July 23, 2008.

(i) Investors Are Asked To Confirm This Figure With Their Investment Advisors As The Kinross Warrants Do Not Currently Trade On The TSX or Any Exchange. Kinross has only applied to the TSX to list the Kinross Warrants to be issued to Shareholders in connection with the Offer. As such, an exact figure can not be truly ascertained.

Moreover, given the fact the Kinross warrants have an exercise price of $32.00 per Kinross common share, well above its September 2nd closing price of $16.00, the Aurelian AGORACOM Community believes this component of the consideration to be virtually worthless, thereby valuing the actual bid at just $5.08 ($16.00 x .317 equals $5.08), representing a mere 1% premium over Aurelian's 20-day volume weighted average price of $5.02 on July 23, 2008.

In either circumstance, the Aurelian AGORACOM Community is significantly concerned with the value of the Kinross offer, does not believe it even remotely reflects the true value of Aurelian Resources and, therefore, does not believe it sufficiently warrants tendering of their shares to the Kinross offer.

2) Timing Of The Bid and Expiry Date

The Board of Directors of Aurelian Resources accepted the Kinross offer on July 24th, as well as, an expiry date of September 3rd. The Aurelian AGORACOM Community is concerned as to why the Board would agree to an offer during the busiest vacation period of the year, as well as, an expiry date shortly after Labour Day, thereby significantly reducing the possibility of a competing proposal.

For example, on August 24, 2008, Q9 Networks Inc. announced an acquisition by CDC Acquisition Corp. at a 38% premium to its 30-trading day volume weighted average closing price. That transaction has also been approved unanimously by the Board of Directors of Q9. However, the Agreement contains a "go-shop" provision pursuant to which Q9 has the right to solicit and engage in discussions and negotiations with respect to potential competing proposals through the go-shop period, which ends on October 3, 2008.

The Aurelian AGORACOM Community questions why the Aurelian Board did not insist on a later expiry date and/or a "go shop" clause for the purpose of soliciting a competing bid.

3) Granting Of Stock Options To Board Members Days Before JV Discussions With Kinross

The Aurelian AGORACOM Community is concerned as to why the Board granted more than 2.4 million options to Board members shortly before commencing Joint Venture discussions with Kinross. The Aurelian Community believes this creates, at the very least, the appearance of impropriety and the strong possibility of a conflict of interest contrary to those of shareholders.

COMMUNITY ASKS FELLOW SHAREHOLDERS TO NOT TENDER SHARES

As a result of these and other unresolved major concerns, the Aurelian AGORCOM Community is asking fellow investors to not tender their shares to the current Kinross offer.

RELEVANT LINKS

Aurelian AGORACOM Community:

http://agoracom.com/ir/Aurelian

Aurelian AGORACOM Community Video On YouTube:

www.youtube.com/watch?v=-VPX6b3mnC0

Aurelian AGORACOM Community Coverage Archive

blog.agoracom.com/?s=aurelian

About AGORACOM - No Profanity, No Spam, No Stock Bashing, No Stock Hyping

AGORACOM (http://www.agoracom.com) is Canada's largest small-cap investment community and the pioneer of monitored online communities to public companies. Over 1,000,000 investors have visited AGORACOM in the past year and read over 90,000,000 pages of information.

AGORACOM is also the official content provider of small-cap and micro-cap content to Yahoo Finance Canada, AOL Finance Canada and every Blackberry device on the planet.

AGORACOM Investor Relations http://agoracom.com/services is North America's largest small-cap investor relations firm, with more than 85 companies relying on AGORACOM to provide search engine marketing, customized communities, webcasting, podcasting, blogging and other Web 2.0 communications tools.

FOR FURTHER INFORMATION PLEASE CONTACT:
        MEDIA INQUIRIES:
        AGORACOM
        Mitchell Fanning
        Communications Director
        Email: MitchF@agoracom.com

        CORPORATE INQUIRIES:
        AGORACOM
        George Tsiolis, LL.B
        President
        Email: Info@agoracom.com

Source: Agoracom


------------------------------------...
MEDIA INQUIRIES:
AGORACOM
Mitchell Fanning
Communications Director
Email: MitchF@agoracom.com

CORPORATE INQUIRIES:
AGORACOM
George Tsiolis
 LL.B
President
Email: Info@agoracom.com
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