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Stocks in this article: CGR

Trading Symbols TSX - CRJ   NYSE Amex - CGR

SASKATOON, July 11, 2011 /PRNewswire/ - Claude Resources Inc. ("Claude" or the "Company") (TSX-CRJ) (NYSE Amex-CGR) today announced it has approached the Board of Directors of St. Eugene Mining Corporation Ltd. ("St. Eugene", TSX.V-SEM) with a proposal to enter into a letter of intent for a share exchange transaction for 100 percent of St. Eugene at a significant premium to its trading price.

St. Eugene is a gold exploration company whose main assets include its 35 percent joint venture interest in the Amisk Gold Project in Saskatchewan (65 percent owned by Claude) and its 100 percent owned Tartan Lake Gold project in the Flin Flon area, Manitoba.

As the largest shareholder of St. Eugene (holding 11.7 million common shares or approximately 9.7 percent of the basic shares outstanding), Claude is disappointed by the strategic direction of St. Eugene evidenced by the recent announcement, and subsequent suspension, of a highly dilutive private placement with Churchill Natural Resource Partners L.P. that would have resulted in loss of control of St. Eugene at a discount to its trading price.

Given that St. Eugene's Board of Directors has not positively responded to Claude's proposal in the timeframe requested, Claude felt it necessary to make its position public.

The proposal Claude presented to St. Eugene's Board of Directors was to enter into a letter of intent for a share exchange transaction at a fixed exchange ratio of 0.0601 of a Claude common share for each St. Eugene common share through a friendly transaction (the "Proposal"). The implied value of the Proposal is approximately C$0.125 per St. Eugene share (based on Claude's July 8, 2011 closing price on the TSX).

Claude believes that the Proposal would be particularly compelling for all St. Eugene's security holders. The benefits of Claude's Proposal include:

  • an attractive premium of 47 percent to the closing price of St. Eugene shares on the TSX Venture Exchange on July 8, 2011 (based on Claude's July 8, 2011 closing price on the TSX);
  • an excellent opportunity for the security holders of St. Eugene to realize immediate and substantial value for their St. Eugene securities;
  • the logical consolidation of the Amisk Gold Project;
  • the opportunity to participate in a highly liquid, diversified, quality gold producer, led by a management team with credible mine operating experience and a track record of value creation;
  • immediate exposure to the strong current gold price environment through Claude's growing production and outstanding exploration upside on its three major projects; and
  • a highly credible deal, subject only to customary conditions.

Claude remains hopeful that further discussions will continue with St. Eugene. This announcement does not constitute an offer or public proposal, or expression of an intention to make an offer, to St. Eugene security holders and there can be no assurance that any offer will be made or that any transaction will take place.

Claude's financial advisor is Dundee Securities Ltd.

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