Replies to post #436 on Northgate Minerals Corp (NXG)

[susayre]

BCSC Judgment and Standstill Agreement

http://www.courts.gov.bc.ca/jdb-txt/sc/06/10/2006bcsc1022.htm

In the Supreme Court of British Columbia
Aurizon v. Northgate , 2006 BCSC 1022

(86) Aurizon is entitled to a declaration that the terms of the Northgate Agreement are and remain binding upon Northgate and that Northgate is bound by the Standstill Provision until October 19, 2006. Northgate is enjoined from pursuing its Offer until that date.

Appendix A: Confidentiality and Standstill Agreement:

No Purchase of Securities or Acts of Control: The Receiving Party hereby agrees that for a period of one (1) year from the date hereof; neither the Receiving Party, Receiving Party Representatives or any Affiliate (as that term is defined in Rule 405 under the United States Securities Act of 1933, as amended, or under section 1(2) of the Securities Act (Ontario) of the Receiving Party (regardless of whether such person or entity is an Associate or Affiliate on the ate hereon) will, without the prior written approval by the Board of Directors of Aurizon:

(a) Acquire, directly or indirectly, by purchase or otherwise, any voting securities or securities convertible into an exchangeable for voting securities, or direct or indirect rights or options to acquire any voting securities, of Aurizon;
(b) make, or in any way participate, directly or indirectly, in any "solicitation of proxies" to vote...or seek to advise or influence any other person or entity with respect to the voting securities of Aurizon;
(c) form, join or in any way participate in a "group" (within the meaning of Section....) with respect to any voting securities of Aurizon;
(d) otherwise act, alone or in concert with others, to seek to control the management, Board of Directors or policies of Aurizon; or,
(e) contact or otherwise communicate with any shareholder of Aurizon with a view to discussing any possible transaction or any other direct or indirect purchase of voting securities of Aurizon.

[Indian20]

ezxccsc, it is a gamble. I believe AZKs share price is still being held up artificially because many do expect another takeover bid. If the bid does not go through AZK should drop further immediatly upon that news. I am thinking of doing the same thing however. No Guts-No Glory.

[darkstar]

If you look at the end of the first quarter AZK's book value $0.78 per share with a net loss $.04 on total revenue $747,000 and 144M outstanding shares.
They have NO REVENUE PRODUCING PROPERTIES AT THIS TIME, therefore can we conclude that the lost revenue of $747MM plus borrowing costs will increase the loss by say 50% or $.06/share 2nd, 3rd, and 4th quarter would be (.18) for a net book value of $.60 at
year end. Bargin basement prices in the sub $2 range.

AZK will have to produce 30K oz, in Q1 07, at greater than $750/oz to have a positive cash flow. If not their share price will be in the low $1 range

[trusky]

ARE YOU SURE ABOUT A 30% PREMIUM? I would hope and expect the offer from NXG would be the same, .741 shares per 1 AZK. At todays closing price of 3.50 that would make AZK shares worth about 2.60, not much of a premium over the AZK closing price of 2.46, of course we longs hope the share price of NXG will be considerably higher by oct.19, that might make the premium higher if AZK does not keep pace with NXG. If I am looking at it wrong let me know, I would be interested in a 30% premium also.