Alio Gold Inc (TSX:ALO) (NYSE AMERICAN:ALO) (“Alio
Gold” or the “Company”) and
Rye Patch Gold Corp.
(TSX-V:RPM) (OTCQX:RPMGF) (FWB:5TN) (“Rye Patch”) are pleased to
announce that Alio Gold has completed the previously announced
acquisition of all of the issued and outstanding shares of Rye
Patch by way of a plan of arrangement (the “Arrangement”). The
Arrangement was approved by the Supreme Court of British Columbia
in its final order dated May 25, 2018.
The Arrangement was completed pursuant to the
Business Corporations Act (British Columbia). Pursuant to the
terms of the Arrangement, Rye Patch shareholders received 0.48 of
an Alio Gold share and C$0.001 in cash for each Rye Patch share
held.
In connection with the closing of the
Arrangement, Alio Gold increased the size of its board of directors
to nine, with former Rye Patch directors Tim Baker and John
Mansanti being appointed to the Alio Gold board of directors. Alio
Gold also appointed Doug Jones, the former Chief Operating Officer
of Rye Patch, as the Chief Operating Officer of Alio Gold. It is
expected that the Rye Patch shares will be de-listed from the TSX-V
Exchange on May 30, 2018 and that Rye Patch will cease to be a
reporting issuer shortly thereafter.
About Alio Gold
Alio Gold is a growth oriented gold mining
company, focused on exploration, development and production in
Mexico. Its principal assets include its 100%-owned and operating
San Francisco Mine in Sonora, Mexico and its 100%-owned development
stage Ana Paula Project in Guerrero, Mexico. Located within the
highly prospective Guerrero Gold Belt on 56,000 hectares of
underexplored land, the Ana Paula Project is a high-grade, high
margin project currently in the definitive feasibility stage. An
underground decline to provide access for an exploration drill
program has been initiated. The drill program will target the
continuation of the high-grade gold mineralization below the
proposed pit which has the potential to significantly enhance the
robust economics of the project. The Company also has a portfolio
of other exploration properties, all of which are located in
Mexico.
About Rye Patch Gold
Rye Patch’s assets are all located in Nevada,
USA and include its 100%-owned Florida Canyon Mine. The mine is a
past producing, open pit, heap leach operation that was recently
restarted and achieved commercial production in December 2017. Rye
Patch also controls a sizeable 18,000 hectare land package along
the Oreana Trend in Nevada with a 100% interest in Lincoln Hill, a
PEA stage, open pit gold-silver project and a 100% interest in
Wilco, a gold silver project with an NI 43-101 resource. Rye
Patch also holds the Gold Ridge and Garden Gate Pass exploration
properties.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements and information contained in
this news 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”. 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 the news release
herein by reference include, but are not limited to statements
which relate to future events. Such statements include future
trends, plans, strategies, objectives and expectations with respect
to Alio Gold after its acquisition of Rye Patch, the intention to
cause the Rye Patch shares to be delisted from the TSX Venture
Exchange and the submission of the application by Rye Patch to
cease to be a reporting issuer.
Such forward-looking statements are based on a
number of material factors and assumptions, including, but not
limited to: the successful completion of development projects,
planned expansions or other projects within the timelines
anticipated and at anticipated production levels; the accuracy of
reserve and resource, grade, mine life, cash cost, net present
value and internal rate of return estimates and other assumptions,
projections and estimates made in the technical reports for the San
Francisco Property, the Ana Paula Project and the Florida Canyon
Project; that mineral resources can be developed as planned;
interest and exchange rates; that required financing and permits
will be obtained; general economic conditions, that labour
disputes, flooding, ground instability, fire, failure of plant,
equipment or processes to operate are as anticipated and other
risks of the mining industry will not be encountered; that
contracted parties provide goods or services in a timely manner;
that there is no material adverse change in the price of gold,
silver or other metals; competitive conditions in the mining
industry; title to mineral properties costs; changes in laws, rules
and regulations applicable to the Company; and the timely receipt
of regulatory approvals. Forward-looking statements 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
statements. The Company believes the expectations reflected in such
forward-looking statements are reasonable, but no assurance can be
given that these expectations will prove to be correct and you are
cautioned not to place undue reliance on forward-looking statements
contained herein.
Some of the risks and other factors which could
cause actual results to differ materially from those expressed in
the forward- looking statements contained in this news release
herein by reference include, but are not limited to: decreases in
the price of gold; competition with other companies with greater
financial and human resources and technical facilities; risks
associated with doing business in Mexico; maintaining compliance
with governmental regulations and expenses associated with such
compliance; ability to hire, train, deploy and manage qualified
personnel in a timely manner; ability to obtain or renew required
government permits; failure to discover new reserves, maintain or
enhance existing reserves or develop new operations; risks and
hazards associated with exploration and mining operations;
accessibility and reliability of existing local infrastructure and
availability of adequate infrastructures in the future;
environmental regulation; land reclamation requirements; ownership
of, or control over, the properties on which the Company operates;
maintaining existing property rights or obtaining new rights;
inherent uncertainties in the process of estimating mineral
reserves and resources; reported reserves and resources may not
accurately reflect the economic viability of the Company’s
properties; uncertainties in estimating future mine production and
related costs; risks associated with expansion and development of
mining properties; currency exchange rate fluctuations; directors’
and officers’ conflicts of interest; inability to access additional
capital; problems integrating new acquisitions and other problems
with strategic transactions; legal proceedings; uncertainties
related to the repatriation of funds from foreign subsidiaries; no
dividend payments; volatile share price; negative research reports
or analyst’s downgrades and dilution; and failure to receive
regulatory approvals.
Although the Company has attempted to identify
important factors that could cause actual results or events to
differ materially from those described in the forward-looking
statements, you are cautioned that this list is not exhaustive and
there may be other factors that the Company has not identified.
Furthermore, the Company undertakes no obligation to update or
revise any forward-looking statements included in, or incorporated
by reference in, this news release if these beliefs, estimates and
opinions or other circumstances should change, except as otherwise
required by applicable law.
Source: ALO
For further information, please
contact:Lynette GouldVice President, Investor
Relations604-638-8976lynette.gould@aliogold.com
Neither the TSX, TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX, TSX Venture Exchange) nor the New York Stock
Exchange MKT accepts responsibility for the adequacy or accuracy of
this news release.
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