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AOR's Target's Statement

  1. Fig_Jam

    4,756 posts.
    AURIONGOLD LIMITED 2002-06-26 ASX-SIGNAL-G

    HOMEX - Sydney

    +++++++++++++++++++++++++
    LETTER TO SHAREHOLDERS

    You will have received formal documentation from Placer Dome relating
    to its unsolicited takeover Offer for all of your Shares in
    AurionGold.

    Placer Dome's Offer comes barely six months after the highly
    successful merger of Delta Gold and Goldfields to form AurionGold. We
    have delivered on the promises made at the time of this merger and
    are experiencing growing market recognition of both the true
    potential of AurionGold and the strategic importance of its
    landholding in the Kalgoorlie region.

    The potential of the recently merged entity and the progress we have
    made to date have been reflected in the rapid rise in your company's
    share price from $1.86 on the day before the merger with Delta Gold
    was announced to $3.48 immediately before the announcement of the
    Placer Dome Offer (the "Pre Offer Price").

    Placer Dome is offering 17.5 of its shares for every 100 of your
    AurionGold Shares. It is an all scrip otter with no cash component.
    Since announcement of the Offer, the AurionGold share price has
    consistently traded at a significant premium to the implied offer
    price.

    Your directors have carefully reviewed the advantages and
    disadvantages of the current Placer Dome Offer.

    Each of the directors of AurionGold recommends that, at this time,
    you do not accept Placer Dome's Offer and that you delay taking any
    action in relation to the Offer until further advice from your
    directors.

    This recommendation takes into account a number of important
    considerations and uncertainties surrounding the Offer:

    UNCERTAINTY OF VALUE

    Placer Dome's all scrip Offer had a value of $4.51 per AurionGold
    Share at the time it was announced. Its value has declined
    significantly since announcement, owing to the fall in Placer Dome's
    own share price.

    At the time of writing to you, the initial offer premium of 30% to
    the Pre Offer Price has fallen to a premium of approximately 10% to
    the Pre Offer Price.

    UNCERTAINTY OF CGT ROLLOVER RELIEF

    Capital gains tax rollover relief will not be available for accepting
    shareholders unless Placer Dome achieves acceptances for 80% or more
    of AurionGold Shares.

    ALTERNATIVE OPTIONS

    Your directors will continue to consider alternative options,
    including the potential for rival bids.

    There are a number of other matters relevant to the Placer Dome Offer
    which your directors urge you to consider. These are set out in
    sections 1 and 4 of this Target's Statement and include:

    * uncertainty about the longer term share price performance of Placer
    Dome;

    * the lower historic Placer Dome dividend compared to the AurionGold
    dividend;

    * Placer Dome's inability to frank its dividends, a particularly
    important consideration for Australian shareholders;

    * consequences for minority shareholders should Placer Dome achieve
    control, but not full ownership, of your company; and

    * the changed risk profile of your investment should you accept
    Placer Dome's Offer.

    Shareholders should consider the Placer Dome Offer having regard to
    all the matters set out in this document as well as their personal
    risk profile, investment strategy and tax position.

    In the meantime, if you have any questions or would like to pass a
    message on to your Board or management team, you should call
    AurionGold's shareholder information line on 1800 65 65 68 between 10
    am and 8 pm Monday to Friday. Alternatively, you can check our
    website www.auriongold.com.au

    The directors will advise shareholders promptly of any material
    developments in relation to the value or terms of the Offer by Placer
    Dome, any competing proposal for your AurionGold Shares, or any other
    matters they consider to be material to the making of a decision by
    shareholders.

    Your directors will continue to pursue aggressively opportunities to
    maximise value for you.


    R F E Warburton
    CHAIRMAN

    MORE TO FOLLOW

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