TORONTO and VANCOUVER, May 20,
2020 /CNW/ - Argonaut Gold Inc. ("Argonaut" or
"Argonaut Gold") (TSX: AR) and Alio Gold Inc. ("Alio"
or "Alio Gold") (TSX, NYSE-A:
ALO) are pleased to announce that Argonaut shareholders and
shareholders and certain securityholders of Alio approved all
matters voted on at their respective annual general and special
meetings held earlier today, including approving the transaction
announced on March 30, 2020 to
combine companies, creating a diversified, North American
intermediate gold producer.
Argonaut Gold Voting Results
The merger with Alio was approved by 99.81% of the votes cast by
Argonaut shareholders, with shareholders holding 106,837,086 shares
or 59.13% of the outstanding shares of Argonaut present in person
or represented by proxy at the meeting.
All matters presented for approval at the Argonaut Gold Annual
and Special Meeting by management were duly authorized and
approved, as follows:
Resolution
|
Votes
For
|
Votes
Against
|
Number of
Directors
|
94,931,839
(99.75%)
|
239,410
(0.25%)
|
Appointment of
Auditors
|
106,319,977
(99.57%)
|
457,789
(0.43%)
|
Say on Pay
Advisory Vote
|
93,958,523
(98.73%)
|
1,212,726
(1.27%)
|
Share Incentive
Plan
|
93,956,853
(98.72%)
|
1,214,396
(1.28%)
|
Share
Issuance (Alio
transaction)
|
94,991,350
(99.81%)
|
179,899
(0.19%)
|
Detailed voting results regarding the election of directors are
as follows:
Name
|
Outcome of
Vote
|
Shares Voted
For
|
Shares
Withheld
|
James E.
Kofman
|
Elected
|
94,635,518
(99.44%)
|
535,731
(0.56%)
|
Peter C.
Dougherty
|
Elected
|
94,879,997
(99.69%)
|
291,252
(0.31%)
|
Christopher R.
Lattanzi
|
Elected
|
91,908,119
(96.57%)
|
3,263,130
(3.43%)
|
Peter
Mordaunt
|
Elected
|
94,712,726
(99.52%)
|
458,523
(0.48%)
|
Dale C.
Peniuk
|
Elected
|
94,491,116
(99.29%)
|
680,133
(0.71%)
|
Audra B.
Walsh
|
Elected
|
94,864,918
(99.68%)
|
306,331
(0.32%)
|
Ian
Atkinson
|
Elected
|
94,719,123
(99.52%)
|
452,126
(0.48%)
|
Alio Gold Voting Results
The merger with Argonaut was approved by 99.39% of the votes
cast by Alio shareholders and 99.47% of the votes cast by Alio
shareholders and holders of Alio options, Alio PSUs, Alio RSUs and
Alio DSUs, voting on a "post-conversion" basis as a single class
with the Alio shareholders, shareholders holding 43,798,595 shares
or 56.75% of the outstanding shares of Alio and securityholders
holding 54,710,524 securities or 58.62% of the outstanding options,
PSUs, RSUs and DSUs of Alio, present in person or represented by
proxy at the meeting.
All matters presented for approval at the Alio Gold Annual and
Special Meeting by management were duly authorized and approved, as
follows:
Resolution
|
Votes
For
|
Votes
Against
|
Appointment of
Auditors
|
48,418,901
(99.22%)
|
379,694
(0.78%)
|
Approval of
Arrangement by
Shareholders
(Argonaut
transaction)
|
37,425,368
(99.39%)
|
229,562
(0.61%)
|
Approval of
Arrangement by
Securityholders
(Alio Shareholders,
Alio optionholders,
Alio PSU holder,
Alio RSU holders
and Alio DSU
holders)
|
43,337,297
(99.47%)
|
229,562
(0.53%)
|
Detailed voting results regarding the election of directors are
as follows:
Name
|
Outcome of
Vote
|
Shares Voted
For
|
Shares
Withheld
|
Mark D.
Backens
|
Elected
|
37,180,406
(98.74%)
|
474,524
(1.26%)
|
Stephen
Lang
|
Elected
|
37,058,351
(98.42%)
|
596,579
(1.58%)
|
Paula
Rogers
|
Elected
|
37,142,591
(98.64%)
|
512,339
(1.36%)
|
George
Brack
|
Elected
|
37,067,014
(98.44%)
|
587,916
(1.56%)
|
John
Mansanti
|
Elected
|
37,073,454
(98.46%)
|
581,476
(1.54%)
|
David
Whittle
|
Elected
|
37,133,490
(98.62%)
|
521,440
(1.38%)
|
On closing of the transaction, Argonaut and Alio shareholders
will own approximately 76% and 24% of the merged company,
respectively, on an issued share basis. The merged company
will continue as Argonaut Gold with the ticker symbol AR on the
Toronto Stock Exchange (TSX). The closing of the transaction
is subject to standard conditions precedent for a merger
transaction, including approval of the transaction by the British
Columbia Supreme Court and receipt by Argonaut and Alio of all
required regulatory and government approvals, and is expected to
close in June.
About Argonaut
Argonaut Gold is a Canadian gold company engaged in exploration,
mine development and production. Its primary assets are the
El Castillo mine and San Agustin mine, which together form the El
Castillo Complex in Durango,
Mexico and the La Colorada
mine in Sonora, Mexico.
Advanced exploration projects include the Cerro del Gallo project
in Guanajuato, Mexico and the
Magino project in Ontario,
Canada. The Company continues to hold the San Antonio advanced exploration project in
Baja California Sur, Mexico and
several exploration stage projects, all of which are located in
North America.
About Alio
Alio Gold is a gold mining
company. We are focused on the safe and profitable production of
gold from our cornerstone asset, the 100% owned Florida Canyon Mine
in Nevada, USA. The Company also
owns the development stage Ana Paula Project in Guerrero, Mexico.
For further information, please contact:
Dan Symons
VP,
Investor Relations
Argonaut Gold Inc.
Tel: 416-915-3107
dan.symons@argonautgold.com
Paul Jones
SVP, Corporate Development
Alio Gold Inc.
Tel: 604-638-8949
paul.jones@aliogold.com
Neither the TSX nor its Regulation Services Provider (as that
term is defined in the policies of the TSX) nor the NYSE American
accepts responsibility for the adequacy or accuracy of this news
release.
Cautionary Note Regarding Forward-looking Statements
This press release contains certain "forward-looking statements"
and "forward-looking information" under applicable Canadian
securities laws concerning the proposed transaction and the
business, operations and financial performance and condition of
Argonaut Gold and Alio Gold.
Forward-looking statements and forward-looking information include,
but are not limited to, statements with respect to estimated
production and mine life of the various mineral projects of
Argonaut and Alio; expectations with respect to future cash flows
from operations, net debt and financial results; the successful
completion of proposed acquisitions; metal or mineral recoveries;
synergies and financial impact of completed acquisitions; the
benefits of the development potential of the properties of Argonaut
and Alio; the future price of gold, copper, and silver; the
estimation of mineral reserves and resources; the realization of
mineral reserve estimates; the timing and amount of estimated
future production; costs of production; success of exploration
activities; market volatility and disruptions in many aspects of
Argonaut's and Alio's business due to a pandemic virus outbreak,
such as COVID-19, resulting from government policies restricting
mobility assembly, or contact with, employees and suppliers across
the global supply chain; and currency exchange rate fluctuations.
Except for statements of historical fact relating to Argonaut or
Alio, certain information contained herein constitutes
forward-looking statements. Forward-looking statements are
frequently characterized by words such as "plan," "expect,"
"project," "intend," "believe," "anticipate", "estimate" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. Forward-looking statements are based on the
opinions and estimates of the management of Argonaut or Alio at the
date the statements are made, and are based on a number of
assumptions and subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
Many of these assumptions are based on factors and events that are
not within the control of Argonaut or Alio and there is no
assurance they will prove to be correct.
Factors that could cause actual results to vary materially from
results anticipated by such forward-looking statements include
risks of the mining industry, the spread of COVID-19 and the impact
of government policies to ameliorate COVID-19, failure of plant,
equipment or processes to operate as anticipated, changes in market
conditions, variations in ore grade or recovery rates, risks
relating to international operations, fluctuating metal prices and
currency exchange rates, changes in project parameters, the
possibility of project cost overruns or unanticipated costs and
expenses and labour disputes.
These factors are discussed in greater detail in Argonaut's and
Alio's (i) most recent Annual Information Forms, and (ii) most
recent Management Discussion and Analysis, which are each filed on
Argonaut's and Alio's respective SEDAR profiles and provide
additional general assumptions in connection with these statements.
Argonaut and Alio caution 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. Argonaut and Alio believe that the expectations
reflected in those forward-looking statements are reasonable, but
no assurance can be given that these expectations will prove to be
correct and such forward-looking statements included in this
presentation should not be unduly relied upon. These statements
speak only as of the date of this presentation.
Although Argonaut and Alio have 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.
Neither Argonaut nor Alio undertakes any obligation to update
forward-looking statements if circumstances or management's
estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking statements. Statements concerning
mineral reserve and resource estimates may also be deemed to
constitute forward-looking statements to the extent they involve
estimates of the mineralization that will be encountered if the
property is developed. Comparative market information is as of a
date prior to the date of this document.
SOURCE Argonaut Gold Inc.