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Early Warning Report Filed Pursuant to National Instrument 62-103

July 17, 2014

RE: AVNEL GOLD MINING LIMITED

TORONTO, July 17, 2014 /CNW/ -

    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

    40 West 57th Street

    New York, New York

    USA 10019



    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 July 17, 2014, Liverpool purchased an aggregate of 18,900,000 Units of at a price of Cdn.$0.15 per Unit and Elliott International purchased 35,100,000 Units at a price of Cdn.$0.15 per Unit. Each Unit consists of one common share ("Common Share") of Avnel Gold Mining Limited (the "Company") and one half of one non-transferable common share purchase warrant ("Warrant"). Each whole Warrant entitles the holder thereof to acquire one Common Share at a price of Cdn.$0.20 for a period of 30 months following July 17, 2014 provided that in the event the Common Shares trade on the Toronto Stock Exchange, or other recognized stock exchange or market, as applicable, at a volume weighted average price of Cdn.$0.30 or more for a period of at least twenty consecutive trading days, the Company shall be entitled to accelerate the expiry date of the Warrants to a date at least thirty days from the date that notice of such acceleration is provided to holders of Warrants. The Warrants will not be listed for trading.



    Assuming the exercise of the Warrants into Common Shares, the Offeror's holdings increased by approximately 5.9% of the issued and outstanding Common Shares.



    Designation and number or principal amount of securities and the Offeror's security holding percentage in the class of securities immediately after thetransaction or occurrence giving rise to the obligation to file the news release:



    Following the transaction described in Item 2, the Offeror will hold 166,981,945Common Shares and 54,000,000 Warrants, representing approximately 65.82% of the 335,743,724 outstanding Common Shares, assuming the exercise of the Warrants into Common Shares.



    Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph #3 over which



    (a) the Offeror, either alone or together with any joint actors, has ownership andcontrol:



    166,981,945 Common Shares and 54,000,000 Warrants, representing approximately 65.82% of the 335,743,724 outstanding Common Shares, assuming the exercise of the 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.



    Name of the market where the transaction or occurrence that gave rise to the news release took place:



    N/A private purchase.



    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 Liverpool and Elliott International were made 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.



    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.



    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. Liverpool is a subsidiary of Elliott Associates. Manchester is a subsidiary of Elliott Associates.



    The nature and value of the consideration paid by the Offeror:



    See Item 2 above.



    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.


SOURCE Elliott


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Source: Canada Newswire


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