UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2015
Commission File Number: 001-35783
Alamos Gold
Inc.
(Translation of registrants name into English)
130 Adelaide Street West, Suite 2200
Toronto, Ontario, Canada
M5H 3P5
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark
whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨
No x
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .
EXHIBIT INDEX
|
|
|
EXHIBIT NO. |
|
DESCRIPTION |
|
|
99.1 |
|
Press Release dated April 13, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Alamos Gold Inc. |
|
|
|
|
Date: April 13, 2015 |
|
|
|
By: |
|
/s/ James Porter |
|
|
|
|
Name: |
|
James Porter |
|
|
|
|
Title: |
|
Chief Financial Officer |
Exhibit 99.1
|
|
|
|
|
|
|
PRESS RELEASE |
|
|
ALAMOS GOLD AND AURICO GOLD TO
COMBINE
CREATING LEADING INTERMEDIATE GOLD PRODUCER
Toronto: April 13, 2015: Alamos Gold Inc. (Alamos) (TSX/NYSE:AGI) and AuRico Gold Inc. (AuRico) (TSX/NYSE:
AUQ) are pleased to announce that they have entered into a definitive agreement to combine their respective companies (the Merger) by way of a plan of arrangement, creating a new, leading intermediate gold producer
(MergeCo). The Merger combines two top-quality, highly-complementary asset portfolios, including two long-life, cash flow-generating gold mines: AuRicos Young-Davidson mine in Ontario, Canada and Alamos Mulatos mine in
Sonora, Mexico. The transaction is structured as a merger of equals with a transaction equity value of approximately US$1.5 billion.
Under the
terms of the Merger, holders of Alamos shares will receive, for each share held, 1 MergeCo share and US$0.0001 in cash, and holders of AuRico shares will receive, for each share held, 0.5046 MergeCo shares. Upon completion of the Merger, former
Alamos and AuRico shareholders will each own approximately 50% of MergeCo (named Alamos Gold Inc.). In addition, a new company (SpinCo), to be named AuRico Metals Inc., will be created to hold AuRicos Kemess project, a 1.5% net
smelter return royalty (NSR) on the Young-Davidson mine, AuRicos Fosterville and Stawell royalties, and will be capitalized with US$20 million of cash. Upon completion of the Merger, MergeCo will own a 4.9% equity interest in
SpinCo. The remaining shares of SpinCo will be distributed 50% each to former Alamos and AuRico shareholders.
The merger is subject to shareholder and
other applicable regulatory approvals and satisfaction of other customary conditions. The merger is expected to close in the second quarter of 2015.
A
joint conference call and webcast is scheduled for Monday, April 13, 2015 beginning at 8:30 a.m. Eastern Time (details provided below).
Highlights of the Merger
|
|
|
Creation of a leading intermediate gold producer: Creates a larger, diversified portfolio of assets located in stable jurisdictions, underpinned by two top-tier producing mines, Young-Davidson and Mulatos, and a
significant pipeline of high-quality development projects. |
|
|
|
Peer-leading growth profile in safe jurisdictions: Expected to produce 375 425 koz of gold in 2015 in Mexico and Canada with the potential to grow organically to over 700 koz of gold annually.
The development portfolio is anchored by quality, low-cost projects in Turkey as well as three projects in North America (Esperanza, Lynn Lake and Quartz Mountain). |
|
|
|
Strong financial position: Strong pro-forma cash position of US$427 million, net cash of US$94 million and growing cash flow generation to support further growth. |
|
|
|
Enhanced capital markets profile: The combined market capitalization of US$1.5 billion, increased trading liquidity and expanded analyst coverage is expected to significantly enhance the combined companys
capital markets profile. |
|
|
|
Revaluation opportunity: With diversified production, superior growth profile, strong balance sheet, greater market profile and proven management and operating teams, the combined company is well positioned for a
potential value re-rating. |
|
|
|
Potential to unlock significant value through SpinCo: Shareholders of both Alamos and AuRico will also benefit from the exposure to the significant value potential of the Kemess project and stable, diversified
royalty revenue via ownership in SpinCo. |
John McCluskey, President and CEO of Alamos, stated: We are very pleased to bring this transaction forward
to the benefit of both sets of shareholders. Alamos has remained disciplined in its growth initiatives, building and preserving a robust balance sheet for the right opportunity. We believe the addition of the flagship, long-life Young-Davidson mine
is just that opportunity. The combination of diversified production from three mines and a pipeline of low-cost growth projects in safe jurisdictions equate to a leading gold intermediate and a significant re-rate opportunity for our collective
shareholders.
Scott Perry, President and CEO of AuRico stated: This merger with Alamos represents a logical business combination that will
create a premier intermediate gold producer with a diversified asset base that includes three low-cost producing mines, a significant organic growth profile, a pipeline of high-quality development projects, all of which is underpinned by a solid
balance sheet and led by an experienced and proven management team. We are confident that our shareholders will benefit from the value creation opportunities that will be realized through an expanded and more diversified asset base and enhanced cash
flow generating capabilities. Shareholders will also benefit from the creation of SpinCo as they retain ongoing exposure to significant unlocked value in the highly prospective Kemess project, and stable, diversified sources of royalty
revenue.
Benefits to All Shareholders
|
|
|
Diversified production from three North American mines including the long-life, flagship Young-Davidson and Mulatos mines. |
|
|
|
Extensive growth portfolio of quality assets in safe jurisdictions. |
|
|
|
Among the strongest balance sheets within its peer group with positive net cash, as well as significant and growing cash flow generation with which to fund growth. |
|
|
|
Significant potential synergies in Mexico and Canada. |
|
|
|
Re-rating potential as a leading intermediate gold producer with a strong growth profile, increased trading liquidity and enhanced capital market attractiveness. |
|
|
|
Combination of two complementary and highly experienced management and operating teams. |
|
|
|
Exposure to SpinCo with significant unlocked value in the Kemess project, diversified royalty revenues and led by a strong management team. |
Merger Summary
The proposed transaction will be completed pursuant to
a plan of arrangement and will require the approval of 66 2⁄3% of Alamos shareholders and 66 2⁄3% of AuRico shareholders. The directors and officers of Alamos and AuRico have entered into support agreements pursuant to which they agreed to vote their shares in favor of the proposed transaction.
Alamos and AuRicos Board of Directors have determined that the proposed transaction is in the best interest of the respective shareholders, having taken
into account advice from their financial advisors, and have unanimously approved the Merger. Alamos and AuRicos Board of Directors recommend that their shareholders vote in favor of the proposed transaction.
In addition to shareholder approvals, the proposed transaction will be subject to applicable regulatory approvals and the satisfaction of other customary
conditions. The Merger includes customary provisions, including fiduciary-out provisions, covenants not to solicit other acquisition proposals and the right to match any superior proposals. Termination fees of US$28.4 million will be paid to Alamos
and US$37.5 million will paid to AuRico in certain circumstances should the Merger not be completed.
Private Placement Transaction
In connection with the Merger, Alamos and AuRico have
also agreed that Alamos will subscribe for approximately 27.9 million common shares of AuRico on a private placement basis, representing approximately 9.9% of AuRicos outstanding common shares after giving effect to the private placement.
The common shares will be acquired at a price of US$2.99 per share, equal to AuRicos closing price on the New York Stock Exchange on April 10, 2015, for total gross proceeds to AuRico of approximately US$83.3 million. Completion of the
private placement is subject to the satisfaction of certain regulatory requirements but is not contingent on completion of the Merger.
Management Team
and Board of Directors
The senior executive team and the Board of Directors of the combined company will draw from the extensive experience and expertise of both companies. The
senior executive team and Chairman of the combined company will include:
|
|
|
Alan Edwards: Chairman (AuRico) |
|
|
|
John McCluskey: CEO (Alamos) |
|
|
|
Peter MacPhail: COO (AuRico) |
|
|
|
Jamie Porter: CFO (Alamos) |
The Board of Directors will be comprised of 10 directors with each company having
equal representation of 5 directors, including Scott Perry and John McCluskey. The remaining directors will be nominated upon completion of the transaction.
SpinCo
Pursuant to the plan of arrangement, the following
assets will be transferred to SpinCo:
|
|
|
A newly created 1.5% NSR on the Young-Davidson mine; |
|
|
|
The existing 2.0% NSR on the Fosterville mine; |
|
|
|
The existing 1.0% NSR on the Stawell mine; and |
The senior executive team and Board of Directors of SpinCo will include:
|
|
|
Scott Perry: Executive Chairman (AuRico) |
|
|
|
Chris Richter: CEO (AuRico) |
|
|
|
Robert Chausse: CFO (AuRico) |
|
|
|
Two director nominees of Alamos |
Upon completion of the plan of arrangement, MergeCo will own a 4.9% equity
interest in SpinCo. The remaining shares of SpinCo will be distributed 50% each to former Alamos and AuRico shareholders.
SpinCo will allow all
shareholders to benefit from the advancement of the Kemess project and stable, diversified revenue generation from three royalty assets.
Advisors and
Counsel
Alamos financial advisor is Maxit Capital LP and its legal counsel in Canada and the US is Torys LLP. Maxit Capital LP provided an opinion to
Alamos Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Alamos.
AuRicos financial advisor is Scotiabank, its Canadian legal counsel is Fasken Martineau and its US legal
counsel is Paul Weiss. Scotiabank provided an opinion to AuRicos Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of
view, to the shareholders of AuRico.
Conference Call and Webcast
Alamos and AuRico will host a joint conference call
and webcast on Monday, April 13, 2015 at 8:30 a.m. Eastern time for members of the investment community to discuss the business combination. Participants may join the conference call using the following call-in details:
|
|
|
Local and international: (416) 340-8527 |
|
|
|
North American toll-free: (800) 355-4959 |
A live webcast of the conference call can be accessed via the
following link: www.gowebcasting.com/6474 or via www.alamosgold.com or www.auricogold.com.
A replay of this conference call will be
available until May 22, 2015. The replay numbers are:
|
|
|
Local and international: (905) 694-9451 |
|
|
|
North American toll-free: (800) 408-3053 |
|
|
|
Replay passcode: 5616027 |
An archived version of the webcast will be available via the following link:
www.gowebcasting.com/6474 and via www.alamosgold.com and www.auricogold.com.
About Alamos Gold
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, Turkey and the United States. The Company employs more than 500 people and is committed to the highest standards of sustainable development. As of March 30, 2015, Alamos had 127,357,486 common shares outstanding (140,164,052 shares
fully diluted), which are traded on the TSX and NYSE under the symbol AGI.
About AuRico Gold
AuRico Gold is a leading Canadian gold producer with mines and projects in North America that have significant production growth and exploration potential. The
Company is focused on its core operations including the cornerstone Young-Davidson gold mine in northern Ontario, and the El Chanate mine in Sonora State, Mexico. AuRicos project pipeline also includes the advanced development Kemess Property
in northern British Columbia and the Lynn Lake Gold Camp in northern Manitoba. The Company also has other exploration opportunities in Canada and Mexico. AuRicos head office is located in Toronto, Ontario, Canada.
For further information please visit the Alamos and AuRico websites at www.alamosgold.com and www.auricogold.com or contact:
|
|
|
Scott Parsons Director, Investor Relations
Alamos Gold Inc. 416-368-9932 x439
sparsons@alamosgold.com |
|
Anne Day Vice President, Investor Relations
& Communications AuRico Gold Inc. 647-260-8880
anne.day@auricogold.com |
The TSX 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.
Alamos Cautionary Statement
No stock exchange,
securities commission or other regulatory authority has approved or disapproved the information contained herein. This News Release includes certain forward-looking statements. 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.
Exploration results that
include geophysics, sampling, and drill results on wide spacings may not be indicative of the occurrence of a mineral deposit. Such results do not provide assurance that further work will establish sufficient grade, continuity, metallurgical
characteristics and economic potential to be classed as a category of mineral resource. A mineral resource that is classified as inferred or indicated has a great amount of uncertainty as to its existence and economic and
legal feasibility. It cannot be assumed that any or part of an indicated mineral resource or inferred mineral resource will ever be upgraded to a higher category of resource. Investors are cautioned not to assume that all or
any part of mineral deposits in these categories will ever be converted into proven and probable reserves.
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 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. 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.
AuRico Cautionary Statement
This press release contains forward-looking statements and forward-looking information as defined under Canadian and U.S. securities laws.
All statements, other than statements of historical fact, are forward-looking statements. The words expect, believe,
anticipate, will, intend, estimate, forecast, budget and similar expressions identify forward-looking statements. Forward-looking statements include information as to the
timing, success and expected benefits of the Merger and the future prospects of MergeCo and Spinco, strategy, plans or future financial or operating performance, such as AuRicos expansion plans, project timelines, production plans, projected
cash flows or capital expenditures, cost estimates, projected exploration results, reserve and resource estimates and other statements that express managements expectations or estimates of future performance. Forward-looking statements are
necessarily based upon a number of factors and assumptions that, while considered reasonable by management, are inherently subject to significant uncertainties and contingencies. Known and unknown factors could cause actual results to differ
materially from those projected in the forward-looking statements, including: uncertainty of production and cost estimates; fluctuations in the price of gold and foreign exchange rates; the risk that mining operations do not meet expectations; the
risk that projects will not be developed according to budgets or timelines, changes in laws in Canada, Mexico and other jurisdictions in which AuRico may carry on business; risks of obtaining necessary licenses, permits or approvals for operations
or projects; disputes over title to properties; the speculative nature of mineral exploration and development; risks related to aboriginal or Ejido title claims; compliance risks with respect to current and future environmental regulations;
disruptions affecting operations; opportunities that may be pursued by AuRico; employee relations; availability and costs of mining inputs and labor; the ability to secure capital to execute business plans; volatility of AuRicos share price;
the effect of future financings; litigation; risk of loss due to sabotage and civil disturbances; the values of assets and liabilities based on projected future cash flows; risks arising from derivative instruments or the absence of hedging;
adequacy of internal control over financial reporting; changes in credit rating; and the impact of inflation. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking
statements contained herein. Such statements are based on a number of assumptions which may prove to be incorrect, including assumptions about: shareholder and regulatory approvals, anticipated synergies and efficiencies, business and economic
conditions; commodity prices and the price of key inputs such as labour, fuel and electricity; credit market conditions and conditions in financial markets generally; revenue and cash flow estimates, production levels, development schedules and the
associated costs; ability to procure equipment and supplies and ability to do so on a timely basis; the timing of the receipt of permits and other approvals for projects and operations; the ability to attract and retain skilled employees and
contractors for the operations; the accuracy of reserve and resource estimates; the impact of changes in currency exchange rates on costs and results; interest rates; taxation; and ongoing relations with employees and business partners.
In particular, forward-looking information included in this document includes, but is not limited to: (1) assumptions and expectations with regard to the
Merger and its completion and the anticipated benefits and advantages of the Merger, (2) the future prospects of MergeCo and Spinco and the ability to unlock value, (3) production estimates and production growth rates, which assume
accuracy of projected ore grade, mining rates, recovery timing and recovery rate estimates and may be impacted by unscheduled maintenance, labour and contractor availability; (4) capital expenditures and other cash costs, which assume foreign
exchange rates and accuracy of production estimates, and may be impacted by unexpected maintenance, the need to hire external resources and accelerated capital plans; (5) profits and free cash flow, which assume production and expenditure
estimates and may be impacted by gold prices, production estimates, and the timing of payments, and (6) reserves and resources which are forward looking statements by their nature involving implied assessment, and may be impacted by metal
prices, future drilling results, operating costs, mining recoveries and dilution rates. AuRico disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or
otherwise, except as required by applicable law.
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