Alamos Gold Inc. (“Alamos”) (TSX:AGI; NYSE:AGI) and
Argonaut Gold Inc. (“Argonaut”) (TSX:AR) today announced
the closing of their previously announced non-brokered private
placement, pursuant to which Alamos subscribed (the “Private
Placement”) for 174,825,175 common shares of Argonaut (the
“Acquired Shares”), representing approximately 13.8% of Argonaut’s
total outstanding common shares (the “Common Shares”) after giving
effect to the Private Placement. The Acquired Shares were acquired
at a price of C$0.286 per share, for total gross proceeds to
Argonaut of C$50,000,000.
The Private Placement was conducted pursuant to
the terms of the arrangement agreement between Alamos and Argonaut
entered into on March 27, 2024 (the “Arrangement Agreement”)
pursuant to which Alamos will acquire all of the issued and
outstanding shares of Argonaut pursuant to a court approved plan of
arrangement (the “Transaction”). The net proceeds from the Private
Placement will be used by Argonaut to fund its immediate liquidity
needs related to its loan facilities and operations, including the
advancement of the Magino Gold mine and for general working
capital. Argonaut will allocate no more than C$10,000,000 of the
proceeds, directly or indirectly, to the advancement and working
capital of its United States and Mexican assets.
The Acquired Shares are subject to the Canadian
resale rules which include a four-month restricted period before
the Acquired Shares may become freely tradeable within Canada.
Early Warning Disclosure
Immediately prior to the closing of the Private
Placement, Alamos did not have beneficial ownership of, or control
or direction over, any Common Shares. After giving effect to the
Private Placement, Alamos has beneficial ownership of, or control
or direction over, 174,825,175 Common Shares, or approximately
13.8% of the issued and outstanding Common Shares.
Alamos acquired the Acquired Shares in
connection with the Transaction, and for investment purposes.
Pursuant to the Arrangement Agreement, Alamos agreed to acquire all
of the issued and outstanding Common Shares that it does not
already own at the closing of the Transaction.
An early warning report in respect of the
Private Placement will be filed in accordance with applicable
securities laws and will be available on Argonaut’s SEDAR+ profile
at www.sedarplus.ca.To obtain a copy of the early warning report,
once filed, please contact Alamos at Brookfield Place, 181 Bay
Street, Suite 3910, Toronto, Ontario, M5J 2T3, Attention: Scott K.
Parsons, 416-368-9932 x 5439.
Argonaut’s head office address is 200 Bay
Street, Suite 1302, Toronto, Ontario, M5J 2J3.
About Alamos Gold Inc.
Alamos is a Canadian-based intermediate gold
producer with diversified production from three operating mines in
North America. This includes the Young-Davidson and Island Gold
mines in northern Ontario, Canada and the Mulatos mine in Sonora
State, Mexico. Additionally, Alamos has a strong portfolio of
growth projects, including the Phase 3+ Expansion at Island Gold,
and the Lynn Lake project in Manitoba, Canada. Alamos employs more
than 1,900 people and is committed to the highest standards of
sustainable development. Alamos’ shares are traded on the TSX and
NYSE under the symbol “AGI”.
Argonaut Gold Inc.
Argonaut is a Canadian-based gold producer with
a portfolio of operations in North America. Focused on becoming a
low-cost, mid-tier gold producer, the Company’s flagship asset,
Magino Mine, is expected to become Argonaut’s largest and lowest
cost mine. Argonaut is pursuing potential for re-development and
additional growth at the Florida Canyon Mine in Nevada, USA.
Together, the Magino and Florida Canyon mines are Argonaut’s
cornerstone assets that will drive Argonaut through this pivotal
growth stage. The Company also has one additional operating mine in
Mexico, the San Agustin Mine in Durango. Argonaut Gold trades on
the TSX under the ticker symbol “AR”.
For further information please visit the Alamos
and Argonaut websites at www.alamosgold.com or www.argonautgold.com
or contact:
Scott K. ParsonsSenior Vice-President, Investor
RelationsAlamos Gold Inc.416-368-9932 x
5439sparsons@alamosgold.com |
Joanna LongoInvestor Relations Argonaut Gold
Inc.416-575-6965 joanna.longo@argonautgold.com |
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Alamos Cautionary Statement
This News Release contains “forward-looking
information” and “forward-looking statements” as those terms are
defined under applicable Canadian and U.S. securities laws. All
statements in this News Release other than statements of historical
fact, which address results, outcomes, or developments that Alamos
and Argonaut expect to occur are, or may be deemed to be,
“forward-looking statements” and are based on expectations as at
the date of this News Release. Forward-looking statements are
generally, but not always, identified by the use of forward-looking
terminology such as “expect”, “anticipate”, “intend” or variations
of such words and phrases and similar expressions or statements
that certain actions, events or results “may”, “could”, “would”,
“might” or “will” be taken, occur or be achieved or the negative
connotation of such terms.
Such statements in this News Release include
(without limitation) information, statements and expectations
pertaining to: the receipt of court and regulatory approvals for
the Transaction; completion of the acquisition of Argonaut by
Alamos; Argonaut’s use of the proceeds from the Private Placement;
and other statements that express management’s expectations or
estimates of future plans and performance, operational, geological
or financial results, estimates of amounts not yet determinable and
assumptions of management.
Alamos cautions that forward looking statements
are necessarily based upon a number of factors that, while
considered reasonable by management at the time of making such
statements, are inherently subject to significant business,
economic, technical, legal, political, and competitive
uncertainties, and contingencies. Known and unknown factors could
cause actual results to differ materially from those projected in
the forward-looking statements and undue reliance should not be
placed on such statements and information.
Risk factors that may affect the ability to
achieve the expectations set forth in the forward-looking
statements in this News Release include, but are not limited to not
receiving the requisite approvals for completion of the
Transaction. 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.
For a more detailed discussion of other risk
factors that may affect Alamos’ ability to achieve the expectations
set forth in the forward-looking statements in this News Release,
see Alamos’ latest 40-F/Annual Information Form and Management’s
Discussion and Analysis, each under the heading “Risk Factors”,
available on the SEDAR+ website at www.sedarplus.ca or on EDGAR at
www.sec.gov, which should be reviewed in conjunction with the
information, risk factors and assumptions found in this News
Release.
Alamos 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.
Argonaut Cautionary
Statement
Certain information contained or incorporated by
reference in this press release, including any information as to
our strategy, projects or future financial or operating
performance, constitutes “forward-looking statements”.
Forward-looking statements are frequently characterized by words
such as “estimate”, “plan”, “anticipate”, “expect”, “intend”,
“believe(s)”, “potential”, or statements that certain events or
conditions “may”, “should” or “will” occur, and similar
expressions. This press release contains forward-looking statements
and forward-looking information including, but not limited to:
information with respect to the completion of the Transaction and
the use of proceeds from the Private Placement.
Forward-looking statements are based on a number
of assumptions, opinions and estimates, including estimates and
assumptions in regards to the factors listed below that, while
considered reasonable by Argonaut as at the date of this press
release based on management’s experience and assessment of current
conditions and anticipated developments, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. Many of these assumptions are based on factors and
events that are not within the control of Argonaut and there is no
assurance they will prove to be correct. Known and unknown factors
could cause actual results to differ materially from those
projected in the forward-looking statements and undue reliance
should not be placed on such statements and information. Such
factors include, but are not limited to: receipt of final approval
of the Private Placement from the Toronto Stock Exchange, ability
to complete the Transaction, the receipt of necessary approvals,
the ability to satisfy conditions to the Transaction, Argonaut’s
ability to continue as a going concern, satisfying the conditions
precedent for further draws on Argonaut’s loan facilities,
satisfying ongoing covenants under its loan facilities, results of
independent engineer technical reviews, the availability and change
in terms of financing, the possibility of cost overruns and
unanticipated costs and expenses, the ability of the Magino mine to
be one of the largest and lowest cost gold mines, the winding down
of the Mexican mines, the impact of inflation on costs of
exploration, development and production, risk of employee and/or
contractor strike actions, the future price of gold and silver, the
estimation of the Mineral Reserves and Resources, the realization
of Mineral Reserve and Resource estimates, the timing and amount of
estimated future production at the Magino mine, Florida Canyon
mine, La Colorada mine, San Agustin mine and El Castillo mine, mine
closure plans for the La Colorada mine and El Castillo mine, costs
of production (including cash cost per gold ounce sold), expected
capital expenditures, costs and timing of development of new
deposits, success of exploration activities, permitting
requirements, currency fluctuations, the ability to take advantage
of forward sales agreements profitably, the ability to recover
property potentially impaired by third party insolvency
proceedings, requirements for additional capital, government
regulation of mining operations, environmental risks and hazards,
title disputes or claims, limitations on insurance coverage, the
use of proceeds from financings, the potential sale of Argonaut’s
non-core Mexican assets, and the timing and ability to refinance
its existing term loan.
These factors are discussed in greater detail in
the Argonaut’s most recent Annual Information Form dated March 28,
2024, and in the most recent Management’s Discussion and Analysis
for the three and twelve months ended December 31, 2023, both filed
under Argonaut’s issuer profile on SEDAR+. Argonaut cautions that
the foregoing list of important factors is not exhaustive.
Investors and others who base themselves on forward-looking
statements should carefully consider the above factors as well as
the uncertainties they represent and the risk they entail.
Forward-looking statements included in this
press release speak only as of the date of this press release.
Although Argonaut has attempted to identify important factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other factors that cause actions, events or results not to be
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Argonaut undertakes no obligation
to update forward-looking statements if circumstances or
management’s estimates or opinions should change except as required
by applicable securities laws.
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.
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