Alamos Responds to Aurizon Directors' Circular
TORONTO, ONTARIO, Jan 24, 2013 (Menafn - MARKETWIRE via COMTEX) --All amounts are in United States dollars, unless stated otherwise.
Alamos Gold Inc. ("Alamos" or the "Company") announcedtoday that it has reviewed the Director's Circular (the "Circular")issued by Aurizon Mines Ltd. ("Aurizon") on January 23, 2013 inresponse to the offer (the "Offer") by Alamos to purchase all of theoutstanding common shares of Aurizon.
The Circular provides no new information that would cause Alamos tomodify the Offer. Alamos's President and Chief Executive Officer,John A. McCluskey, commented, "It is important to note that everyAurizon shareholder we have met expressed strong support for theOffer. Four large, sophisticated institutional shareholders ofAurizon found the Offer price so compelling, they agreed to sell usAurizon shares at the Offer price immediately prior to our Offer tothe public. We encourage remaining Aurizon shareholders to continuetendering to the Offer." Alamos currently owns over 16% of Aurizon.
Alamos also noted Aurizon's new operating guidance for 2013, which isburied on pages 28-30 of the Circular, once again fails to meetstreet expectations. The Circular fails to adequately highlight theinherent risks with Aurizon's plans to restore Casa Berardi to steadystate production.
Alamos notes that the Circular also fails to address the manybenefits which Aurizon shareholders stand to gain from the Offerwhich were highlighted in detail in Alamos's January 14th, 2013 pressrelease. These benefits include, among other things:
--A significant 40% premium to Aurizon's January 9, 2013 closing price.
Using Alamos's 52-week high share price, the implied premium is 77%.
--The immediate creation of a new leading intermediate gold mining company
with increased diversification, scale and liquidity.
--The combined company, with two steady producing, low cost mines located
in stable jurisdictions, will be strongly positioned for growth from
Alamos's other assets and will maintain a robust balance sheet capable
of supporting all the development initiatives going forward.
--The combination is greater than the sum of its parts.
Aurizon's board has adopted a tactical poison pill in an effort toprevent Aurizon shareholders from accepting the Offer. Given thatevery Aurizon shareholder approached by Alamos has expressed strongsupport for the Offer, Alamos will be applying to securitiesregulators to have the pill lifted before expiration of the Offer toensure Aurizon's shareholders are able to decide for themselveswhether to accept the Offer.
How to Tender
Aurizon shareholders are encouraged to continue tendering theirshares by completing the Letter of Transmittal included in thedocuments mailed by Alamos. Kingsdale, the depositary and informationagent for the Offer, is available to assist and can be reached at1-866-851-3214 (North American Toll Free Number) or 416-867-2272(outside North America). For shareholders whose certificates are notimmediately available or who cannot deliver the certificates and allother required documents to Kingsdale prior to the expiry time, theymay accept the Offer by properly completing and duly executing aNotice of Guaranteed Delivery and returning it to Kingsdale asspecified in the Notice of Guaranteed Delivery. If Aurizon shares areheld by a broker or other financial intermediary, Aurizonshareholders should contact such intermediary and instruct it totender their Aurizon shares.
The Offer is open for acceptance until 5:00pm (Toronto time) onFebruary 19, 2013, unless extended or withdrawn. The Offer is subjectto certain conditions, including, among other things, minimumacceptance of the Offer by Aurizon shareholders holding, togetherwith the Aurizon shares held by Alamos and its affiliates, at least66 2/3 percent of the outstanding shares of Aurizon calculated on afully-diluted basis.
About the Offer
Alamos announced the Offer on January 14, 2013. Alamos filed thetake-over bid circular (the "Alamos Circular") and related documentswith the securities regulatory authorities in Canada and the UnitedStates on January 14, 2013. Aurizon shareholders are advised to readthe Alamos Circular as it contains important information, includingthe terms and conditions of the Offer and the procedures fordepositing shares. Additional information about the Offer or copiesof the Alamos Circular may be obtained free of charge fromshareholders' investment advisers, from Dundee Capital Markets, whichis acting as Alamos's dealer manager, Kingsdale Shareholder ServicesInc. at 1-866-851-3214 (North American Toll Free Number) or416-867-2272 (outside North America), which is acting as Alamos'sdepositary and information agent, or by directing a request to theInvestor Relations department of Alamos at 416-368-9932 (ext. 401).
On January 14, 2013, Alamos filed with the United States Securitiesand Exchange Commission (the "SEC") a Registration Statement on FormF-10 and a Tender Offer Statement on Schedule TO, each of whichincludes the Alamos Circular. Alamos encourages shareholders ofAurizon to read the full details of the Offer set forth in the AlamosCircular, which contains the full terms and conditions of the Offerand other important information as well as detailed instructions onhow Aurizon shareholders can tender their Aurizon shares to theOffer. Investors may also obtain a free copy of the Alamos Circularand other disclosure documents filed by Alamos from the System forElectronic Document Analysis and Retrieval at www.sedar.com and fromthe SEC's website at www.sec.gov.
This press release does not constitute an offer to buy or thesolicitation of an offer to sell any of the securities of Alamos orAurizon.
Alamos is an established Canadian-based gold producer that owns andoperates the Mulatos mine in Mexico, and has exploration anddevelopment activities in Mexico and Turkey. The Company employs morethan 600 people in Mexico and Turkey and is committed to the higheststandards of environmental management, social responsibility, andhealth and safety for its employees and neighbouring communities.Alamos has over 350 million in cash and short-term investments, isdebt-free, and unhedged to the price of gold. As of January 21, 2013,Alamos had 127,455,786 common shares outstanding (132,116,086 sharesfully diluted), which are traded on the TSX under the symbol "AGI".
No stock exchange, securities commission or other regulatoryauthority has approved or disapproved the information containedherein. Certain statements in this press release are "forward-lookingstatements", including within the meaning of the United StatesSecurities Exchange Act of 1934, as amended. All statements otherthan statements of historical fact included in this release,including without limitation statements regarding forecast goldproduction, gold grades, recoveries, waste-to-ore ratios, total cashcosts, potential mineralization and reserves, exploration results,and future plans and objectives of Alamos, are forward-lookingstatements that involve various risks and uncertainties. Theseforward-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 andmine life, operating efficiencies, costs and expenditures, changes inmineral resources and conversion of mineral resources to proven andprobable reserves, and other information that is based on forecastsof future operational or financial results, estimates of amounts notyet determinable and assumptions of management.
Any statements that express or involve discussions with respect topredictions, 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", "isexpected", "anticipates" or "does not anticipate", "plans","estimates" or "intends", or stating that certain actions, events orresults "may", "could", "would", "might" or "will" be taken, occur orbe achieved) are not statements of historical fact and may be"forward-looking statements." Forward-looking statements are subjectto a variety of risks and uncertainties that could cause actualevents or results to differ from those reflected in theforward-looking statements.
There can be no assurance that forward-looking statements will proveto be accurate and actual results and future events could differmaterially from those anticipated in such statements. Importantfactors that could cause actual results to differ materially fromAlamos's expectations include, among others, risks related to theOffer, fluctuations in the value of the consideration; integrationissues; the effect of the Offer on the market price of Alamos'scommon shares ("Alamos Shares"); the exercise of dissent rights inconnection with a compulsory acquisition or subsequent acquisitiontransaction; the liquidity of Aurizon's common shares; risksassociated with Aurizon becoming a subsidiary of Alamos; differencesin Aurizon shareholder interests; the reliability of the informationregarding Aurizon; change of control provisions; risks associatedwith obtaining governmental and regulatory approvals; failure tomaintain effective internal controls; the liquidity of Alamos Shareson the NYSE; the effect of the Offer on non-Canadian shareholders;and risks related to the on-going business of Alamos, including risksrelated to international operations, the actual results of currentexploration activities, conclusions of economic evaluations andchanges in project parameters as plans continue to be refined as wellas future prices of gold and silver, as well as those factorsdiscussed in the section entitled "Risk Factors" in Alamos's AnnualInformation Form and in the Circular. Although Alamos has attemptedto identify important factors that could cause actual results todiffer materially, there may be other factors that cause results notto be as anticipated, estimated or intended. There can be noassurance that such statements will prove to be accurate as actualresults and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not placeundue reliance on forward-looking statements.
The information in this press release concerning Aurizon andAurizon's assets and projects is based on publicly availableinformation and has not been independently verified by Alamos.
The TSX has not reviewed and does not accept responsibility for theadequacy or accuracy of this release.
Alamos Gold Inc.
Jo Mira Clodman
Vice President, Investor Relations
(416) 368-9932 x 401
Kingsdale Shareholder Services Inc.
North American Toll-Free: 1-866-851-3214
Outside North America: (416) 867-2272
SOURCE: Alamos Gold Inc.
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