Amended Statement of Ownership: Solicitation (sc 14d9/a)
March 05 2013 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment
No. 9)
AURIZON MINES LTD.
(Name of Subject Company)
AURIZON MINES
LTD.
(Name of Person(s) Filing Statement)
Common Shares
(Title of Class of Securities)
05155P106
(CUSIP Number of Class of Securities)
Julie A.S. Kemp
Aurizon Mines Ltd.
Suite 1120, Cathedral Place, 925 West Georgia Street
Vancouver, British Columbia
Canada V6C 3L2
(604) 687-6600
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
With
copies to:
Christopher J. Cummings
Adam M. Givertz
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Toronto-Dominion Centre
77 King Street West, Suite 3100
Toronto, Ontario
Canada M5K 1J3
(416) 504-0520
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 9 to the Schedule 14D-9 (
Amendment No. 9
), filed with the
U.S. Securities and Exchange Commission (the
SEC
) on March 5, 2013, amends and supplements the Schedule 14D-9 filed with the SEC on January 23, 2013 (the
Schedule 14D-9
), by Aurizon Mines Ltd., a
British Columbia corporation (the
Company
), as amended and supplemented by Amendment No. 1 to the Schedule 14D-9 filed January 28, 2013, Amendment No. 2 to the Schedule 14D-9 filed January 30, 2013, Amendment
No. 3 to the Schedule 14D-9 filed February 1, 2013, Amendment No. 4 to the Schedule 14D-9 filed February 8, 2013, Amendment No. 5 to the Schedule 14D-9 filed February 12, 2013, Amendment No. 6 to the Schedule 14D-9
filed February 19, 2013, Amendment No. 7 to the Schedule 14D-9 filed February 28, 2013 and Amendment No. 8 to the Schedule 14D-9 filed March 4, 2013. The Schedule 14D-9 relates to the offer (the
Alamos
Offer
) made by Alamos Gold Inc., a British Columbia corporation (
Alamos
), to purchase all of the outstanding common shares of the Company. The terms and conditions of the Alamos Offer are set forth in the Tender Offer
Statement and the exhibits thereto filed by Alamos on Schedule TO with the Securities and Exchange Commission on January 14, 2013, as amended.
The information in the Schedule 14D-9, as amended and supplemented, is incorporated into this Amendment No. 9 by reference to all of the applicable items in the Schedule 14D-9, except that such
information is hereby amended and supplement to the extent specifically provided herein.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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Exhibit No.
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Description
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(a)(1)(BB)
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Press Release, dated March 5, 2013
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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.
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AURIZON MINES LTD.
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By:
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/s/ Ian S. Walton
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Name: Ian S. Walton
Title: Executive Vice President and Chief Financial Officer
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Dated: March 5, 2013
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