AZK Aurizon Mines, Ltd. Ordinary Shares (Canada)

Completed Unsolicited Mining Transactions Since 2006

TSX-Listed Gold M&A Transactions 2010 - 2012 ⁽¹⁾

Notes:

On page 7 of the Directors’ Circular, the Company notes that it has a number of concerns regarding the Alamos Offer that need to be investigated. A significant component of the aggregate consideration of the Alamos Offer is Alamos Shares. In order to properly assess the value of such Alamos Shares (and thereby assess the overall value of the Alamos Offer), the Company would need to conduct a customary due diligence investigation to understand the risks applicable to the business of Alamos and an investment in its common shares. Such due diligence investigation would focus on, among other things, political and regulatory risks related to Alamos’ projects in Mexico and Turkey; Alamos’ estimates of capital and operating costs for its development projects; risks associated with the impact of Alamos operations on community water sources at the Aği Daği and Kirazli projects; financial risks faced by Alamos, including interest rate, credit, liquidity and foreign exchange risks; and risks associated with Alamos’ production estimates, as well as the efficiency and sustainability of Alamos’ operations and the quality of its mineral reserve and resource estimates. The Company generally references these risks in items 3(a) and 3(b) on page 7 of the Directors’ Circular. The Company has not been afforded the opportunity to conduct customary due diligence on Alamos.

On page 8 of the Directors’ Circular, the Company states that provisions of the Share Purchase Agreements entered into by Alamos with certain Aurizon shareholders before the announcement of the Alamos Offer may violate applicable Canadian securities laws. Under Canadian securities laws, all shareholders must be offered identical consideration under a take-over bid. Canadian securities laws also prohibit an offeror from entering into a collateral agreement that has the effect of providing a shareholder of the target with consideration of greater value than that offered to other shareholders. These requirements extend to the transactions that Alamos

entered into with certain Aurizon shareholders prior to the announcement of the Alamos Offer pursuant to the Share Purchase Agreements, which are filed as exhibits (d)(1)(i), (d)(1)(ii), (d)(1)(iii) and (d)(1)(iv) to the Schedule TO. The Aurizon shareholders who entered into the Share Purchase Agreements received:

a) a price protection right whereby such shareholders have the right to receive additional consideration if, within one year of the date of the respective Share Purchase Agreements, certain transactions occur, as set forth in the Offer to Purchase;

b) consideration wholly in Alamos Shares and not subject to the pro ration in the Alamos Offer;

c) certain contractual representations and warranties; and

d) a registration right whereby Alamos agreed to file a prospectus to qualify the Alamos Shares issued as consideration for Aurizon shares.

As the current Aurizon shareholders have not been offered the consideration listed above, the requirement that identical consideration be offered to all shareholders does not appear to have been met. The Share Purchase Agreements may also be collateral agreements that are prohibited under Canadian securities laws. In addition, Canadian securities laws required Alamos to explain in the Offer to Purchase how the prohibition against collateral agreements was not breached by entering into the Share Purchase Agreements. Alamos failed to meet this requirement.

The Company has not yet determined whether it will take action in respect of such matters but reserves all of its rights to do so.

The Schedule 14D-9 is hereby amended to include the following text after the second paragraph under Item 7:

The reference on page iv of the Directors’ Circular to “building upon existing value-enhancing initiatives” refers to operational initiatives that currently are being conducted by the Company, including: with respect to the Company’s Casa Berardi mine, the deepening of the West Mine production shaft, lateral development out to Zones 118 and 123, the construction of a paste backfill plant and related distribution infrastructure; development initiatives with respect to three open pit opportunities and the inclusion of the Principal area being mined from underground in the future mine plan; development of mineral resources at the Company’s Heva and Marban projects; exploration and potential development initiatives with respect to the Heva and Hosco West Extension areas of the Company’s Joanna property; and regional exploration initiatives at the Company’s other early stage projects. Such initiatives have been previously disclosed in the Company’s periodic reports filed with the Commission and the Canadian securities regulatory authorities and in presentations to the investor community.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 28, 2013

Aurizon Mines (AMEX:AZK)
Historical Stock Chart
From May 2024 to Jun 2024

Aurizon Mines (AMEX:AZK)
Historical Stock Chart
From Jun 2023 to Jun 2024