All amounts are in United States dollars, unless otherwise
stated.
Alamos Gold Inc. (TSX:AGI)(NYSE:AGI) ("Alamos" or the "Company")
announced today that it has filed an application with the British
Columbia Securities Commission ("BCSC") seeking an order to
immediately remove the second Aurizon poison pill and prevent
payment of the improper break fee to Hecla. A hearing at the BCSC
has been scheduled for March 15th, 2013.
Poison Pill. The Aurizon board has taken the extraordinary step
of adopting a second poison pill in an effort to prevent Aurizon
shareholders from exercising their rights to accept the Alamos
offer (the "Alamos Offer"). The previous poison pill was eliminated
on March 4th, 2013. The Aurizon board has had more than enough time
to seek a superior offer, and was unsuccessful. Alamos fully
expects the second poison pill will be cease traded.
Improper Break-Fee. Under Canadian takeover law, a break fee
cannot be used to induce an inferior offer. Approximately 30% of
the consideration that each Aurizon shareholder will receive will
be in the form of Hecla common shares. As such, a proper valuation
of the Hecla offer that includes an assessment of the anticipated
share price performance of the company resulting from the
combination of Hecla and Aurizon, including relative to the share
price performance of Alamos shares post Aurizon acquisition, shows
quite clearly that the Hecla offer is inferior.
The Hecla break fee is triggered upon Alamos acquiring only an
additional 17.3% of Aurizon. The Aurizon board agreed to this
knowing that Alamos owned 16.1% of the Aurizon shares, and knowing
(from the Alamos affidavit it received in connection with the
previous poison pill hearing process) that Alamos had received
non-binding expressions of support for the Alamos Offer from an
additional 18% of the Aurizon shareholders. As such, Alamos
believes that it is unlikely for a plan of arrangement transaction,
which requires 66.7% shareholder approval, to proceed. Despite this
knowledge, the Aurizon board agreed to give Hecla C$27.2 million
upon as few as 17.3% additional shares being tendered and taken up
by Alamos. Alamos believes that the Aurizon board did this because
it, like Hecla, knew that there was a high degree of risk that
Aurizon shareholders would quickly recognize that the Hecla offer
was in fact inferior to the existing Alamos Offer.
Alamos' President and Chief Executive Officer, John A.
McCluskey, commented, "Contrary to the assertions of George Brack
of the Aurizon board, Alamos is forcing no one to tender to its
offer. We believe Aurizon shareholders should have the right to
choose either way. It is the Aurizon board through poison pills and
egregious break fees that is effectively blocking Aurizon
shareholders from tendering to the Alamos offer. If the Alamos
offer is inferior, as the board asserts, what does the board have
to fear?"
Conference Call
Alamos will host a conference call on Tuesday, March 12, 2013 at
10:00 am ET. Participants may join the conference call via either
of two methods:
--
http://selfreg6.bellconferia.ca/webportal3/reg.html?Acc=0458303231&Conf=
125030 - Click on the link and register to obtain call-in details for
the conference audio. It is recommended that participants register at
least 15 minutes in advance to avoid delays in joining the call. The
slides can be viewed on the Company's website at www.alamosgold.com; or
-- Via webcast on the Company's website at www.alamosgold.com (for audio
plus slides).
A playback of the conference call will be available until March
26, 2013 by dialling 1 (800) 408-3053 or (905) 694-9451 (pass code
7872730). The webcast will be archived at www.alamosgold.com.
Correction
In an interview with The Business News Network on March 5, 2013,
John A. McCluskey, President and Chief Executive Officer of Alamos,
stated that as of noon on March 5, 2013, approximately 30% of the
Aurizon shares had been tendered to the Alamos Offer. The
percentage referred to by Mr. McCluskey included the approximately
16.1% of Aurizon shares owned by Alamos. As of noon on March 5,
2013, approximately 22.9 million shares of Aurizon had been validly
tendered and not withdrawn to the Alamos Offer, representing
approximately 13% of the issued and outstanding Aurizon shares,
which, together with the Aurizon shares held by Alamos, represented
approximately 29% of the issued and outstanding Aurizon shares. Any
Aurizon shares tendered to the Alamos Offer to date remain subject
to withdrawal rights.
How to Tender
Aurizon shareholders are encouraged to continue tendering their
shares by completing the Letter of Transmittal included in the
documents mailed by Alamos. Kingsdale, the depositary and
information agent for the Alamos Offer, is available to assist and
can be reached at 1-866-851-3214 (North American Toll Free Number)
or 416-867-2272 (outside North America). For shareholders whose
certificates are not immediately available or who cannot deliver
the certificates and all other required documents to Kingsdale
prior to the expiry time, they may accept the Alamos Offer by
properly completing and duly executing a Notice of Guaranteed
Delivery and returning it to Kingsdale as specified in the Notice
of Guaranteed Delivery. If Aurizon shares are held by a broker or
other financial intermediary, Aurizon shareholders should contact
such intermediary and instruct it to tender their Aurizon
shares.
The Alamos Offer is open for acceptance until 5:00pm (Toronto
time) on March 19, 2013, unless extended or withdrawn.
About the Offer
Alamos announced the Alamos offer on January 14, 2013. Alamos
filed the take-over bid circular (the "Circular") and related
documents with the securities regulatory authorities in Canada and
the United States on January 14, 2013. Aurizon shareholders are
advised to read the Circular, the Notice of Extension and Variation
dated February 19, 2013 (the "First Notice") and the Notice of
Extension and Variation dated March 6, 2013 (the "Second Notice")
as they contain important information, including the terms and
conditions of the Alamos Offer and the procedures for depositing
shares. Additional information about the Alamos Offer or copies of
the Circular, the First Notice and the Second Notice may be
obtained free of charge from shareholders' investment advisers,
from Dundee Capital Markets, who is acting as Alamos' dealer
manager, Kingsdale at 1-866-851-3214 (North American Toll Free
Number) or 416-867-2272 (outside North America), who is acting as
Alamos' depositary and information agent, or by directing a request
to the Investor Relations department of Alamos at 416-368-9932
(ext. 401).
On January 14, 2013, Alamos filed with the United States
Securities and Exchange Commission (the "SEC") a Registration
Statement on Form F-10 and a Tender Offer Statement on Schedule TO
each of which includes the Circular. Alamos encourages shareholders
of Aurizon to read the full details of the Alamos Offer set forth
in the Circular, the First Notice and the Second Notice, which,
collectively, contain the full terms and conditions of the Alamos
Offer and other important information as well as detailed
instructions on how Aurizon shareholders can tender their Aurizon
shares to the Alamos Offer. Investors may also obtain a free copy
of the Circular, the First Notice, the Second Notice and other
disclosure documents filed by Alamos from the System for Electronic
Document Analysis and Retrieval at www.sedar.com and from the SEC's
website at www.sec.gov.
This press release does not constitute an offer to buy or the
solicitation of an offer to sell any of the securities of Alamos or
Aurizon.
About Alamos
Alamos is an established Canadian-based gold producer that owns
and operates the Mulatos mine in Mexico, and has exploration and
development activities in Mexico and Turkey. The Company employs
more than 600 people in Mexico and Turkey and is committed to the
highest standards of environmental management, social
responsibility, and health and safety for its employees and
neighbouring communities. Alamos has over $350 million in cash and
short-term investments, is debt-free, and unhedged to the price of
gold. As of March 11, 2013, Alamos had 127,455,786 common shares
outstanding (132,326,086 shares fully diluted), which are traded on
the TSX and NYSE under the symbol "AGI".
Cautionary Note
No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained
herein. Certain statements in this press release are
"forward-looking statements", including within the meaning of the
United States Securities Exchange Act of 1934, as amended. All
statements other than statements of historical fact included in
this release, including without limitation statements regarding
forecast gold production, gold grades, recoveries, waste-to-ore
ratios, total cash costs, potential mineralization and reserves,
exploration results, and future plans and objectives of Alamos, are
forward-looking statements that involve various risks and
uncertainties. These forward-looking statements include, but are
not limited to, statements with respect to mining and processing of
mined ore, achieving projected recovery rates, anticipated
production rates and mine life, operating efficiencies, costs and
expenditures, changes in mineral resources and conversion of
mineral resources to proven and probable reserves, and other
information that is based on forecasts of future operational or
financial results, estimates of amounts not yet determinable and
assumptions of management.
Any statements that express or involve discussions with respect
to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as "expects" or "does not
expect", "is expected", "anticipates" or "does not anticipate",
"plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved) are not statements of historical fact
and may be "forward-looking statements." Forward-looking statements
are subject to a variety of risks and uncertainties that could
cause actual events or results to differ from those reflected in
the forward-looking statements.
There can be no assurance that forward-looking statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from Alamos' expectations include, among others, risks
related to the Alamos Offer, fluctuations in the value of the
consideration; integration issues; the effect of the Alamos Offer
on the market price of Alamos's shares; the exercise of dissent
rights in connection with a compulsory acquisition or subsequent
acquisition transaction; the liquidity of Aurizon's common shares;
risks associated with Aurizon becoming a subsidiary of Alamos;
differences in Aurizon shareholder interests; the reliability of
the information regarding Aurizon; change of control provisions;
risks associated with obtaining governmental and regulatory
approvals; failure to maintain effective internal controls; the
liquidity of Alamos's shares on the NYSE; the effect of the Alamos
Offer on non-Canadian shareholders; and risks related to the
on-going business of Alamos, including risks related to
international operations, the actual results of current exploration
activities, conclusions of economic evaluations and changes in
project parameters as plans continue to be refined as well as
future prices of gold and silver, as well as those factors
discussed in the section entitled "Risk Factors" in Alamos' Annual
Information Form and in the Circular. Although Alamos has attempted
to identify important factors that could cause actual results to
differ materially, there may be other factors that cause results
not to be as anticipated, estimated or intended. There can be no
assurance that such statements will prove to be accurate as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements.
The information in this press release concerning Aurizon and
Aurizon's assets and projects is based on publicly available
information and has not been independently verified by Alamos.
Note to U.S. Investors
Alamos prepares its disclosure in accordance with the
requirements of securities laws in effect in Canada, which differ
from the requirements of U.S. securities laws. Terms relating to
mineral resources in this presentation are defined in accordance
with National Instrument 43-101 - Standards of Disclosure for
Mineral Projects under the guidelines set out in the Canadian
Institute of Mining, Metallurgy, and Petroleum Standards on Mineral
Resources and Mineral Reserves. The United States Securities and
Exchange Commission (the "SEC") permits mining companies, in their
filings with the SEC, to disclose only those mineral deposits that
a company can economically and legally extract or produce. Alamos
may use certain terms, such as "measured mineral resources",
"indicated mineral resources", "inferred mineral resources" and
"probable mineral reserves" that the SEC does not recognize (these
terms may be used in this presentation and are included in the
public filings of Alamos, which have been filed with the SEC and
the securities commissions or similar authorities in Canada).
The TSX and NYSE has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Contacts: Alamos Gold Inc. Jo Mira Clodman Vice President,
Investor Relations (416) 368-9932 x 401 Kingsdale Shareholder
Services Inc. North American Toll-Free: (866) 851-3214 Outside
North America: (416) 867-2272
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