Alamos Announces Friendly Acquisition of Orsa Ventures
July 23 2013 - 9:00AM
Marketwired
Alamos Gold Inc. ("Alamos") (TSX:AGI)(NYSE:AGI) and Orsa Ventures
Corp. ("Orsa") (TSX VENTURE:ORN) are pleased to announce that they
have entered into a definitive agreement (the "Agreement") pursuant
to which Alamos has agreed to acquire all of the issued and
outstanding common shares of Orsa by way of a court-approved plan
of arrangement (the "Arrangement").
Orsa is a junior exploration company focused on advancing its
precious metal properties located in the Western United States.
Upon closing, Alamos will assume ownership of Orsa's right to earn
a 100% interest in the Quartz Mountain Property in Oregon as well
as other assets in Oregon and Nevada. The Quartz Mountain Property
is located on the northern extension of the prolific Basin and
Range Province of Nevada and hosts an inferred resource of 2.85
million ounces of gold, grading 0.80 g/t.(1)
Pursuant to the terms of the Agreement, Orsa shareholders will
receive C$0.10 in cash for each common share of Orsa held. The
transaction values Orsa's equity at approximately C$3.5 million on
a fully diluted in-the-money basis.
"Alamos is pleased to announce this transaction with Orsa"
commented Mr. John A. McCluskey, President and Chief Executive
Officer of Alamos. "This is aligned with our strategy of adding low
cost quality ounces to our pipeline, with significant potential
upside. The established resource and location in the prolific Basin
and Range Province of Nevada makes this a compelling, low risk
opportunity for us."
"This transaction represents a premium to the current share
price for Orsa shareholders in what has been a challenging and
difficult market with volatile metal prices." Stated Linda
Thorstad, President and Chief Executive Officer.
The board of directors of Orsa has unanimously approved the
transaction and will recommend that Orsa shareholders vote in
favour of the transaction. Each senior officer and each member of
the board of directors of Orsa has entered into voting and support
agreements with Alamos pursuant to which each has agreed to vote in
favour of the transaction.
The terms and conditions of the Agreement will be disclosed in
more detail in the Orsa management information circular which is
expected to be filed and mailed to Orsa shareholders in the third
quarter of 2013. Completion of the transaction is subject to
customary conditions, including court approvals, a favourable vote
of at least 66 2/3% of the holders of Orsa common shares voted at a
special meeting of shareholders, and the receipt of all necessary
regulatory and stock exchange approvals.
Torys LLP is acting as legal counsel to Alamos.
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 and is committed to the highest standards of
environmental management, social responsibility, and health and
safety for its employees and neighbouring communities. Alamos has
approximately $475 million in cash and cash equivalents, is
debt-free, and unhedged to the price of gold. As of June 30, 2013,
Alamos had 127,368,986 common shares outstanding (132,016,986
shares fully diluted), which are traded on the TSX and NYSE under
the symbol "AGI".
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities of Alamos or any
other securities, and shall not constitute an offer, solicitation
or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
Cautionary Note
The Toronto Stock Exchange, the TSX Venture Exchange and the New
York Stock Exchange have not reviewed and do not accept
responsibility for the adequacy or accuracy of this release. No
stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.
Each of Alamos and Orsa 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 news release 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 and Orsa 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 news
release and are included in the public filings of Alamos and Orsa,
which have been filed with the SEC and the securities commissions
or similar authorities in Canada).
-----------------------------------------
(1) See Orsa Technical Report on the Quartz Mountain and Angel's Camp
Properties dated March 21, 2012
Contacts: Alamos Gold Inc. Scott K. Parsons Manager, Investor
Relations (416) 368-9932 x 439 www.alamosgold.com Contacts: Orsa
Ventures Corp. Linda E. Thorstad President and Chief Executive
Officer (604) 608-6680 www.orsaventures.com
Alamos Gold (NYSE:AGI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Alamos Gold (NYSE:AGI)
Historical Stock Chart
From Jul 2023 to Jul 2024