Alamos and Esperanza Provide Update on Arrangement Transaction
August 23 2013 - 10:00PM
Marketwired
Alamos Gold Inc. ("Alamos") (TSX:AGI)(NYSE:AGI) and Esperanza
Resources Corp. ("Esperanza" or the "Company") (TSX
VENTURE:EPZ)(OTCQX:ESPZF) today remind shareholders of Esperanza
that the date for the special meeting of the shareholders of
Esperanza (the "Meeting") in respect of the proposed transaction
between Alamos and Esperanza previously announced on July 12, 2013
(the "Arrangement") will take place at 10:00 a.m. (Vancouver time)
on August 27, 2013.
Esperanza announces that the deadline for the voting of proxies
in respect of the Arrangement has been extended and proxies will
now be accepted until the commencement of the Meeting. The board of
directors of Esperanza has unanimously approved the Arrangement and
recommends that Esperanza shareholders vote in favour of the
Arrangement.
Alamos President and CEO John McCluskey commented, "We are
continuing to assess the risks associated with the Esperanza gold
project, but we feel we are well-positioned to manage these risks.
We also believe the completion of this transaction is an important
step toward strengthening the future of Alamos."
Alamos and Esperanza further announce that the expiry date of
the warrants of Alamos (the "Alamos Warrants") to be issued under
the Arrangement will be extended from May 24, 2017 to a date which
is five years from the effective date of the Arrangement, as more
particularly described in an amendment (the "Circular Amendment")
to the Company's management information circular dated July 25,
2013. The Circular Amendment will be filed under the Company's
profile on SEDAR at www.sedar.com.
In connection with the Meeting, certain shareholders of
Esperanza, represented by Sprott Asset Management USA Inc., Sprott
Global Resource Investments Ltd. and related affiliates
(collectively "Sprott"), have agreed to execute a lock-up agreement
to vote 9,919,200 common shares of the Company in favour of the
Arrangement, which common shares represent approximately 13% of the
issued and outstanding common shares of the Company eligible to
vote on the Arrangement. The total shares subject to lock-up
agreements to vote in favour of the Arrangement, including the
shares held by Sprott and the directors and officers of Esperanza,
represent approximately 19% of the issued and outstanding common
shares of the Company eligible to vote on the Arrangement. Sprott
has also agreed to recommend to its clients that they vote in
favour of the Arrangement.
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 August 15,
2013, Alamos had 127,348,986 common shares outstanding (132,423,186
shares fully diluted), which are traded on the TSX and NYSE under
the symbol "AGI".
About Esperanza
Esperanza is a precious metals exploration and development
company focused on advancing its principal property, the
wholly-owned Esperanza gold project (formerly referred to as the
Cerro Jumil gold project) in Morelos State, Mexico. Information
regarding the Company and the Esperanza gold project is available
on the Company's website at www.epzresources.com and under the
Company's profile at SEDAR (www.sedar.com).
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. The securities to be
offered by Alamos have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the U.S.
Securities Act. Alamos intends to offer and sell its securities in
the United States pursuant to the exemption from registration set
forth in Section 3(a)(10) of the U.S. Securities Act.
The TSX, TSXV and NYSE 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.
Forward-Looking Statements
Certain statements and information contained in this press
release constitute "forward-looking statements" within the meaning
of applicable U.S. securities laws and "forward-looking
information" within the meaning of applicable Canadian securities
laws, which we refer to collectively as "forward-looking
statements". The United States Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for certain forward-looking
statements. Forward-looking statements are statements and
information regarding possible events, conditions or results of
operations that are based upon assumptions about future economic
conditions and courses of action. All statements and information
other than statements of historical fact may be forward-looking
statements. In some cases, forward-looking statements can be
identified by the use of words such as "seek", "expect",
"anticipate", "budget", "plan", "estimate", "continue", "forecast",
"intend", "believe", "predict", "potential", "target", "may",
"could", "would", "might", "will" and similar words or phrases
(including negative variations) suggesting future outcomes or
statements regarding an outlook. Forward-looking statements in this
press release include, but are not limited to statements and
information regarding the special meeting of shareholders of
Esperanza. Such forward-looking statements are based on a number of
material factors and assumptions and involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or achievements, or industry results, to
differ materially from those anticipated in such forward-looking
information. You are cautioned not to place undue reliance on
forward-looking statements contained in this press release. Some of
the known risks and other factors which could cause actual results
to differ materially from those expressed in the forward-looking
statements are described in the section entitled "Risk Factors" in
the Annual Report on Form 40-F filed with the U.S. Securities and
Exchange Commission, which is available at www.sec.gov and the
Annual Information Form which is filed on SEDAR at www.sedar.com.
The Company undertakes no obligation to update or revise any
forward-looking statements included in this press release if these
beliefs, estimates and opinions or other circumstances should
change, except as otherwise required by applicable law.
Contacts: Alamos Gold Inc. Scott K. Parsons Manager, Investor
Relations 416-368-9932 x 439 www.alamosgold.com Contacts: Esperanza
Resources Corp. Simon Venhuizen Director, Investor Relations
604-336-8194 or Toll Free: 1-866-890-5509simon@epzresources.com
www.epzresources.com
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