As filed with the Securities and Exchange Commission on February 21, 2013
REGISTRATION NO. 333-186004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-10
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment
No. 3)
ALAMOS GOLD INC.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
British Columbia
|
|
1040
|
|
Not Applicable
|
(Province or other Jurisdiction of
Incorporation or Organization)
|
|
(Primary Standard Industrial
Classification Code Number, if applicable)
|
|
(I.R.S. Employer
Identification Number, if applicable)
|
2200 130 Adelaide Street West
Toronto, Ontario M5H 3P5
(416) 368-9932
(Address and telephone number of Registrants
principal executive offices)
Torys LLP
1114 Avenue of the Americas
23rd Floor
New York, NY 10036
Attention: Mile T. Kurta
(212) 880-6000
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
|
|
|
|
|
|
|
COPIES TO:
|
|
|
Torys LLP
1114 Avenue of the Americas
23rd Floor
New York, NY 10036
Attention: Mile T. Kurta
(212) 880-6000
|
|
|
|
Torys LLP
79 Wellington Street West
Suite 3000
Box 270, TD Centre
Toronto, Ontario, Canada
M5K 1N2
Attention: Kevin M.
Morris
(416) 865-0040
|
Approximate date of commencement of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
Province of Ontario, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box below):
A.
x
|
upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
|
B.
¨
|
at some future date (check appropriate box below)
|
1.
¨
|
pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven calendar days after filing).
|
2.
¨
|
pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the review
jurisdiction has issued a receipt or notification of clearance on ( ).
|
3.
¨
|
pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review
jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
|
4.
¨
|
after the filing of the next amendment to this Form (if preliminary material is being filed).
|
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdictions shelf prospectus offering procedures, check the
following box.
¨
CALCULATION OF
REGISTRATION FEE
|
|
|
|
|
|
|
|
Title of Each Class of
Securities to be Registered
|
|
Amount
to be
Registered
(1)
|
|
Proposed
Maximum
Aggregate
Offering Price
(2)
|
|
Amount of
Registration Fee
(3)
|
Common Shares, without par value
|
|
30,217,850
|
|
US$264,181,771.95
|
|
US$36,034.39
|
|
|
(1)
|
Represents the maximum number of Alamos Gold Inc. (Alamos) common shares, without par value, estimated to be issuable upon consummation of the exchange
offer (the Offer) for all of the issued and outstanding common shares (the Common Shares) of Aurizon Mines Ltd. (assuming full conversion of all outstanding convertible and exercisable securities for Common Shares), other
than any Common Shares owned directly or indirectly by Alamos and its affiliates.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee in accordance with General Instruction II.H to Form F-10. The proposed maximum
offering price is equal to the product of (i) US$3.24, which is the average of high and low sale prices of the Common Shares as reported on the NYSE MKT on December 24, 2012
, and (ii) 175,431,302, which is the estimated number of outstanding Common Shares (assuming full conversion of all
outstanding convertible and exercisable securities for Common Shares), other than any Common Shares owned directly or indirectly by Alamos and its affiliates, less cash consideration. For the purposes of calculating the cash consideration payable in
the Offer, an exchange rate of Cdn$0.9868 = US$1.00 (the Bank of Canada noon rate on January 9, 2013) was used.
|
If, as a result of stock
splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 under the Securities Act of 1933, as amended, shall apply to this Registration
Statement.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Item 1.
|
Home Jurisdiction Document
|
This Amendment No. 3 (this Amendment No. 3) amends and supplements the Registration Statement on Form F-10 filed on January
14, 2013 (as amended, the Registration Statement) by Alamos Gold Inc., a corporation existing under the laws of British Columbia (Alamos).
The Registration Statement relates to the offer to purchase (the Offer) by Alamos for all of the issued and outstanding common shares (the Common Shares) of Aurizon Mines Ltd.
(assuming full conversion of all outstanding convertible and exercisable securities for Common Shares), other than any Common Shares owned directly or indirectly by Alamos and its affiliates. The Offer is subject to the terms and conditions set
forth in Alamos Offer and Circular dated January 14, 2013 (as amended, the Offer and Circular), a copy of which was filed as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO filed on January 14, 2013 by Alamos, as
amended by the Notice of Extension and Variation dated February 19, 2013 (the Notice of Extension and Variation), a copy of which is filed as Exhibit 4.7 to this Amendment No. 3.
The information set forth in the Offer and Circular, the Notice of Extension and Variation, the Letter of Transmittal and the Notice of
Guaranteed Delivery, including all schedules, exhibits and annexes thereto, is hereby expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, the Registration Statement, and is
supplemented by the information specifically provided herein.
Except as specifically provided herein, this Amendment No. 3
does not modify any of the information previously reported in the Registration Statement.
Item 3.
|
Informational Legends
|
See Notice to Shareholders Outside Canada in the Notice of Extension and Variation.
Item 4.
|
Incorporation of Certain Information by Reference.
|
As required by this Item, the Offer and Circular provides that copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice-President, Legal of Alamos
at 2200 130 Adelaide Street West, Toronto, Ontario, M5H 3P5 (telephone (416) 368-9932) and are also available electronically on SEDAR at
www.sedar.com
.
Item 5.
|
List of Documents filed with the Commission.
|
See Documents Filed as Part of the Registration Statement in Section 23 of the Offer and Circular.
I-1
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
INDEMNIFICATION OF DIRECTORS OR OFFICERS.
Alamos Gold Inc. is subject to the provisions of the
Business Corporations Act
(British Columbia) (the Act).
Under Section 160 of the Act, an individual who:
|
|
|
is or was a director or officer of the Registrant,
|
|
|
|
is or was a director or officer of another corporation (i) at a time when the corporation is or was an affiliate of the Registrant, or
(ii) at the request of the Registrant, or
|
|
|
|
at the request of the Registrant, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint
venture or other unincorporated entity,
|
and includes, the heirs and personal or other legal representatives of that
individual (collectively, an eligible party), may be indemnified by the Registrant against a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, a proceeding (an eligible penalty) in which, by
reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Registrant or an associated corporation, (a) the eligible party is or may be
joined as a party, or (b) the eligible party is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding (eligible proceeding) to which the eligible party is or may be liable.
Section 160 of the Act also permits the Registrant to pay the expenses actually and reasonably incurred by an eligible party after the final disposition of the eligible proceeding.
Under Section 161 of the Act, the Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually
and reasonably incurred by the eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or
is substantially successful on the merits in the outcome of the proceeding.
Under Section 162 of the Act, the Registrant
may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding; provided the Registrant must not make such payments unless
it first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by Section 163 of the Act, the eligible party will repay the amounts advanced.
Under Section 163 of the Act, the Registrant must not indemnify an eligible party against eligible penalties to which the eligible
party is or may be liable or pay the expenses of an eligible party in respect of that proceeding under Sections 160, 161 or 162 of the Act, as the case may be, if any of the following circumstances apply:
|
|
|
if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay
expenses was made, the Registrant was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
|
|
|
|
if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or
payment is made, the Registrant is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
|
|
|
|
if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best
interests of the Registrant or the associated corporation, as the case may be; or
|
|
|
|
in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the
eligible partys conduct in respect of which the proceeding was brought was lawful.
|
If an eligible
proceeding is brought against an eligible party by or on behalf of the Registrant or by or on behalf of an associated corporation, the Registrant must not either indemnify the eligible party against eligible penalties to which the eligible party is
or may be liable in respect of the proceeding, or, after the final disposition of an eligible proceeding, pay the expenses of the eligible party under Sections 160, 161 or 162 of the Act in respect of the proceeding.
II-1
Under Section 164 of the Act, the Supreme Court of British Columbia may, on application
of the Registrant or an eligible party, order the Registrant to indemnify the eligible party or to pay the eligible partys expenses, despite Sections 160 to 163 of the Act.
The articles of a company may affect its power or obligation to give an indemnity or pay expenses. As indicated above, this is subject to
the overriding power of the Supreme Court of British Columbia under Section 164 of the Act.
Under the articles of Alamos
Gold Inc., subject to the provisions of the Act, the Registrant must indemnify a director, former director or alternate director of the Registrant and the heirs and legal personal representatives of all such persons against all eligible penalties to
which such person is or may be liable, and the Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate
director is deemed to have contracted with the Registrant on the terms of the indemnity contained in the Registrants articles. The failure of a director, alternate director or officer of the Registrant to comply with the Act or the articles of
the Registrant does not invalidate any indemnity to which such person is entitled under the Registrants articles.
Under
the articles of Alamos Gold Inc., the Registrant may purchase and maintain insurance for the benefit of any eligible party against any liability incurred by such party as a director, alternate director, officer, employee or agent or person who holds
or held an equivalent position.
Insofar as indemnification for liabilities under the United States Securities Act of 1933 may
be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
II-2
EXHIBITS
The following exhibits have been filed as part of this Registration Statement:
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
1.1
|
|
Offer and Circular dated January 14, 2013.*
|
|
|
1.2
|
|
Letter of Transmittal.*
|
|
|
1.3
|
|
Notice of Guaranteed Delivery.*
|
|
|
1.4
|
|
Press Release dated January 14, 2013.*
|
|
|
1.5
|
|
Newspaper Advertisement dated January 14, 2013.*
|
|
|
4.1
|
|
Annual Information Form, dated March 29, 2012, for the Year Ended December 31, 2011.*
|
|
|
4.2
|
|
Annual Audited Consolidated Financial Statements for the Year Ended December 31, 2011, including Consolidated Statements of Financial Position as at December 31, 2011, December
31, 2010 and January 1, 2010 and Consolidated Statements of Comprehensive Income and Changes in Equity and Cash Flows for the Years Ended December 31, 2011 and December 31, 2010 and Related Notes, together with the Auditors Report thereon,
contained therein.*
|
|
|
4.3
|
|
Managements Discussion and Analysis for the Annual Audited Consolidated Financial Statements for the Year Ended December 31, 2011.*
|
|
|
4.4
|
|
Unaudited Interim Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2012, together with the Notes thereto.*
|
|
|
4.5
|
|
Managements Discussion and Analysis for the Unaudited Interim Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2012.*
|
|
|
4.6
|
|
Management Information Circular, dated April 26, 2012, in connection with the Annual Meeting of Shareholders Held on May 31, 2012.*
|
|
|
4.7
|
|
Notice of Extension and Variation dated February 19, 2013.
|
|
|
5.1
|
|
Consent of Ernst & Young LLP.
|
|
|
5.2
|
|
Consent of Torys LLP.*
|
|
|
5.3
|
|
Consent of Joseph M. Keane.*
|
|
|
5.4
|
|
Consent of Marc Jutras.*
|
|
|
5.5
|
|
Consent of Marc A. Jutras.*
|
|
|
5.6
|
|
Consent of Kenneth J. Balleweg.*
|
|
|
5.7
|
|
Consent of Herbert E. Welhener.*
|
|
|
5.8
|
|
Consent of Herbert E. Welhener.*
|
|
|
5.9
|
|
Consent of Mark A. Odell.*
|
|
|
5.10
|
|
Consent of Russell A. Browne.*
|
|
|
5.11
|
|
Consent of Russell A. Browne.*
|
|
|
5.12
|
|
Consent of Susan E. Ames.*
|
|
|
5.13
|
|
Consent of Dawn H. Garcia.*
|
|
|
5.14
|
|
Consent of Carl E. Defilippi.*
|
|
|
5.15
|
|
Consent of Michal Dobr.*
|
|
|
5.16
|
|
Consent of Dennis Ferrigno.*
|
|
|
5.17
|
|
Consent of Allen Ray Anderson.*
|
|
|
5.18
|
|
Consent of Pedro C. Repetto.*
|
|
|
6.1
|
|
Powers of Attorney (included on the signature pages of the Registration Statement).*
|
II-3
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes
to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the Commission) staff, and to furnish promptly, when requested to do so by the Commission staff,
information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.
ITEM 2.
|
CONSENT TO SERVICE OF PROCESS.
|
Concurrent with the filing of the initial Registration Statement on Form F-10, the Registrant filed with the Commission a written irrevocable consent and
power of attorney on Form F-X.
Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to
the Commission by amendment of the Form F-X referencing the file number of this Registration Statement.
III-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, on February 21, 2013.
|
|
|
|
|
ALAMOS GOLD INC.
|
|
|
By:
|
|
/s/ Matthew Howorth
|
|
|
Name:
|
|
Matthew Howorth
|
|
|
Title:
|
|
VP, Legal & Corporate Secretary
|
Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed by the
following persons in the following capacities and on February 21, 2013.
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
*
|
|
Chief Executive Officer
|
John A. McCluskey
|
|
(Principal Executive Officer)
|
|
|
*
|
|
Chief Financial Officer
|
Jamie Porter
|
|
(Principal Financial and Accounting Officer)
|
|
|
*
|
|
Director
|
John A. McCluskey
|
|
|
|
|
*
|
|
Director
|
Paul Murphy
|
|
|
|
|
*
|
|
Director
|
Kenneth Stowe
|
|
|
|
|
*
|
|
Director
|
Anthony Garson
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Matthew Howorth
|
|
|
Matthew Howorth
Attorney-in-Fact
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement,
solely in the capacity of the duly authorized representative of Alamos Gold Inc. in the United States, on February 21, 2013.
|
|
|
|
|
TORYS LLP
|
|
|
By:
|
|
/s/ Mile T. Kurta
|
|
|
Name:
|
|
Mile T. Kurta
|
|
|
Title:
|
|
Partner
|
EXHIBIT INDEX
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
1.1
|
|
Offer and Circular dated January 14, 2013.*
|
|
|
1.2
|
|
Letter of Transmittal.*
|
|
|
1.3
|
|
Notice of Guaranteed Delivery.*
|
|
|
1.4
|
|
Press Release dated January 14, 2013.*
|
|
|
1.5
|
|
Newspaper Advertisement dated January 14, 2013.*
|
|
|
4.1
|
|
Annual Information Form, dated March 29, 2012, for the Year Ended December 31, 2011.*
|
|
|
4.2
|
|
Annual Audited Consolidated Financial Statements for the Year Ended December 31, 2011, including Consolidated Statements of Financial Position as at December 31, 2011, December
31, 2010 and January 1, 2010 and Consolidated Statements of Comprehensive Income and Changes in Equity and Cash Flows for the Years Ended December 31, 2011 and December 31, 2010 and Related Notes, together with the Auditors Report thereon,
contained therein.*
|
|
|
4.3
|
|
Managements Discussion and Analysis for the Annual Audited Consolidated Financial Statements for the Year Ended December 31, 2011.*
|
|
|
4.4
|
|
Unaudited Interim Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2012, together with the Notes thereto.*
|
|
|
4.5
|
|
Managements Discussion and Analysis for the Unaudited Interim Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2012.*
|
|
|
4.6
|
|
Management Information Circular, dated April 26, 2012, in connection with the Annual Meeting of Shareholders Held on May 31, 2012.*
|
|
|
4.7
|
|
Notice of Extension and Variation dated February 19, 2013.
|
|
|
5.1
|
|
Consent of Ernst & Young LLP.
|
|
|
5.2
|
|
Consent of Torys LLP.*
|
|
|
5.3
|
|
Consent of Joseph M. Keane.*
|
|
|
5.4
|
|
Consent of Marc Jutras.*
|
|
|
5.5
|
|
Consent of Marc A. Jutras.*
|
|
|
5.6
|
|
Consent of Kenneth J. Balleweg.*
|
|
|
5.7
|
|
Consent of Herbert E. Welhener.*
|
|
|
5.8
|
|
Consent of Herbert E. Welhener.*
|
|
|
5.9
|
|
Consent of Mark A. Odell.*
|
|
|
5.10
|
|
Consent of Russell A. Browne.*
|
|
|
5.11
|
|
Consent of Russell A. Browne.*
|
|
|
5.12
|
|
Consent of Susan E. Ames.*
|
|
|
5.13
|
|
Consent of Dawn H. Garcia.*
|
|
|
5.14
|
|
Consent of Carl E. Defilippi.*
|
|
|
5.15
|
|
Consent of Michal Dobr.*
|
|
|
5.16
|
|
Consent of Dennis Ferrigno.*
|
|
|
5.17
|
|
Consent of Allen Ray Anderson.*
|
|
|
5.18
|
|
Consent of Pedro C. Repetto.*
|
|
|
6.1
|
|
Powers of Attorney (included on the signature pages of the Registration Statement).*
|
Alamos Gold (NYSE:AGI)
Historical Stock Chart
From Sep 2024 to Oct 2024
Alamos Gold (NYSE:AGI)
Historical Stock Chart
From Oct 2023 to Oct 2024