The Board of Directors of Aurizon Mines Ltd. ("Aurizon" or the
"Company") (TSX:ARZ)(NYSE MKT:AZK) announced today that the
previously announced special meeting (the "Meeting") of the
shareholders ("Aurizon Shareholders") and optionholders of Aurizon
("Aurizon Optionholders") and (together with Aurizon Shareholders,
"Aurizon Securityholders") will be held on May 9, 2013 at The
Vancouver Club, in the University Room, 3rd Floor, 915 West
Hastings Street, Vancouver, BC, V6C 1C6 at 1:00 p.m. PST, and that
it has mailed the Management Information Proxy Circular (the "Proxy
Circular") dated April 10, 2013 to Aurizon Securityholders in
connection with the Meeting.
At the Meeting, Aurizon Securityholders will be asked to
consider and, approve a special resolution (the "Arrangement
Resolution") with respect to the proposed transaction (the "Hecla
Arrangement") whereby a wholly-owned subsidiary of Hecla Mining
Company ("Hecla") will acquire all of the issued and outstanding
common shares of Aurizon (the "Aurizon Shares").
The board of directors of Aurizon (the "Aurizon Board")
unanimously recommends that Aurizon Securityholders vote to approve
the Hecla Arrangement, and each of the directors and senior
officers of Aurizon has agreed to support the Hecla
Arrangement.
David P. Hall, Chairman of Aurizon said: "The Hecla Arrangement
offers attractive value, including a substantial cash component,
and the compelling opportunity to participate in a North American
focused precious metals company with operating mines in Alaska,
Idaho and Quebec and significant exploration potential and upside.
The Aurizon Board unanimously agrees that this arrangement is fair
to Aurizon Securityholders and recommends that Aurizon
Securityholders vote in favour of the Arrangement Resolution."
Added Mr. Hall: "We encourage all Securityholders, no matter how
many securities they hold, to review the Management Information
Proxy Circular, and vote in favour of the Hecla Arrangement either
at the Special Meeting or by proxy."
In making its recommendation, the Aurizon Board considered a
number of factors as described in the Proxy Circular, including
those set out under the heading "The Arrangement-Recommendation of
the Aurizon Board".
About the Hecla Arrangement
Under the terms of the Hecla Arrangement Aurizon Shareholders
may elect to receive, in exchange for each Aurizon Share, $4.75 or
0.9953 of a share of Hecla common stock (a "Hecla Share") or a
combination of both, subject in each case to pro-ration based on a
maximum cash consideration of approximately $513.6 million and a
maximum share consideration of 57 million Hecla Shares. Assuming
that all Aurizon Shareholders elect to receive either cash or Hecla
Shares, the consideration will be fully pro-rated with each Aurizon
Shareholder being entitled to receive $3.11 in cash and 0.3446 of a
Hecla Share for each Aurizon Share.
In addition, each option to purchase Aurizon Shares ("Aurizon
Options") that has an exercise price of less than $4.75 per share
will, without any further action by or on behalf of any Aurizon
Optionholder, be deemed to be fully vested and transferred and
disposed of by the holder thereof to Aurizon (free and clear of all
liens, claims and encumbrances) and cancelled in exchange for the
Option Consideration, as described in the Proxy Circular. Aurizon
Shares received as Option Consideration will be subject to the
election and pro-ration provisions of the Arrangement. Aurizon
Options that have an exercise price that is greater than $4.75 per
share will be cancelled.
How to vote
Instructions for Aurizon Securityholders on how to vote and how
to elect the form of consideration they wish to receive under the
Hecla Arrangement are included in the Proxy Circular. The Proxy
Circular will be filed with securities regulatory authorities today
and a copy will be available on SEDAR at www.sedar.com, on EDGAR at
www.sec.gov and on Aurizon's website at www.aurizon.com under the
Hecla Agreement tab.
For assistance
Shareholders who have questions or require any assistance in
completing their proxy or voting instruction form can contact
Georgeson by calling toll free in North America at 1-888-605-7616,
calling collect from outside North America at 1-781-575-2422, or by
email at askus@georgeson.com.
Additional Information
Aurizon further advises that it has filed its Annual Information
Form and Form 40-F for the year ended December 31, 2012, with the
Canadian securities authorities and with the U.S. Securities and
Exchange Commission, respectively. These documents, as well as the
Company's audited financial statements and management's discussion
and analysis for the year ended December 31, 2012, are available
for viewing on the Company's website at www.aurizon.com. Such
documents are also available under the Company's profile on SEDAR
at www.sedar.com and the Form 40-F is available on EDGAR at
www.sec.gov.
Shareholders may also receive a hard copy of the Company's
audited financial statements together with management's discussion
and analysis free of charge upon request.
This news release contains forward-looking information (as
defined in the Securities Act (British Columbia)) and
forward-looking statements that are prospective in nature
(collectively, "forward-looking statements"). All statements other
than statements of historical fact may be forward-looking
statements. In this news release, such forward-looking statements
include statements regarding the ability of the Company and Hecla
to consummate the Hecla Arrangement on the terms and in the manner
contemplated in the Arrangement Resolution, the anticipated
benefits of the Hecla Arrangement, the anticipated benefits to
Aurizon Securityholders and to the shareholders of the combined
entity on completion of the Hecla Arrangement, the timing and
anticipated receipt of court and securityholder approvals for the
Hecla Arrangement, the anticipated value of the combined entity and
the expected timing for the closing the Arrangement. These
forward-looking statements are based on a number of assumptions,
including assumptions regarding the ability of the parties to
receive, in a timely manner and on satisfactory terms, the
necessary court, securityholder, stock exchange and regulatory
approvals and the ability of the parties to satisfy in a timely
manner, the conditions to the closing of the Hecla Arrangement, the
value of Aurizon's assets, in particular Casa Berardi; the value of
Hecla's assets; the successful completion of new development
projects, planned expansions or other projects within the timelines
anticipated and at anticipated production levels; the accuracy of
reserve and resource estimates, grades, mine life and cash cost
estimates; whether mineral resources can be developed; interest and
exchange rates; the price of gold, silver and other metals;
competitive conditions in the mining industry; title to mineral
properties; financing requirements; general economic conditions;
and changes in laws, rules and regulations applicable to Aurizon
and Hecla. Although management of Aurizon believes that the
assumptions made and the expectations represented by such
statements are reasonable, there can be no assurance that a
forward-looking statement herein will prove to be accurate.
Actual results and developments may differ materially from those
expressed or implied by the forward-looking statements contained in
this news release and even if such actual results and developments
are realized or substantially realized, there can be no assurance
that they will have the expected consequences or effects. Factors
which could cause actual results to differ materially from current
expectations include non-completion of the Hecla Arrangement,
including due to the parties failing to receive, in a timely manner
and on satisfactory terms, the necessary court, securityholder,
stock exchange and regulatory approvals or the inability of the
parties to satisfy in a timely manner the other conditions to the
closing of the Hecla Arrangement; changes in market conditions;
actual results being materially different than reserve and resource
estimates, grades, mine life and cash cost estimates; variations in
ore grade or recovery rates; risks relating to international
operations; fluctuations in gold, silver and other metal prices and
currency exchange rates; failure to obtain any required financing;
inability to successfully complete new development projects,
planned expansions or other projects within the timelines
anticipated; adverse changes to general economic conditions or
laws, rules and regulations applicable to Aurizon or Hecla; changes
in project parameters; the possibility of project cost overruns or
unanticipated costs and expenses; labour disputes and other risks
of the mining industry; failure of plant, equipment or processes to
operate as anticipated; risk that estimated costs, including costs
of labor, equipment and materials, including power, are not as
anticipated; the risk of an undiscovered defect in title or other
adverse claim; that results of exploration activities will be
different than anticipated; and to those risks set forth in the
Proxy Circular dated April 10, 2013 and in Aurizon's Annual
Information Form dated April 1, 2013 and in Hecla's filings with
the U.S. Securities and Exchange Commission, which are available
respectively on Sedar at www.sedar.com and on Edgar at
www.sec.gov/. You should not place undue reliance on any
forward-looking statements contained in this news release. Aurizon
specifically disclaims any obligation to reissue or update these
forward-looking statements as a result of new information or events
after the date hereof, except as may be required by law.
About Hecla
Established in 1891, Hecla believes it is the largest and
lowest-cost primary silver producer in the U.S. The company has two
operating mines and exploration properties in four world-class
silver mining districts in the U.S. and Mexico.
About Aurizon
Aurizon is a gold producer with a growth strategy focused on
developing its existing projects in the Abitibi region of
north-western Quebec, one of the world's most favourable mining
jurisdictions and prolific gold and base metal regions, and by
increasing its asset base through accretive transactions. Aurizon
shares trade on the Toronto Stock Exchange under the symbol "ARZ"
and on the NYSE MKT under the symbol "AZK". Additional information
on Aurizon and its properties is available on Aurizon's website at
www.aurizon.com.
U.S. Registration (File 001-31893)
News Release Issue No. 20-2013
Contacts: Media Contact: Longview Communications Trevor Zeck
(604) 694-6037 Investor Contact: Aurizon Mines Ltd. Jennifer North,
Manager Investor Relations 604-687-6600 or Toll Free:
1-800-411-GOLD (4653) 604-687-3932 (FAX)jennifer.north@aurizon.com
/ info@aurizon.com www.aurizon.com Information Agent Georgeson Toll
Free (North America): 1-888-605-7616 Outside North America Call
Collect: 1-781-575-2422askus@georgeson.com
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