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Alamos Announces Early Termination of the Hart-Scott-Rodino Waiting Period Relating to Tender Offer and Receipt of Advance Ruling Certificate from the Commissioner of Competition
By: Marketwired .
Feb. 6, 2013 05:00 PM
TORONTO, ONTARIO -- (Marketwire) -- 02/06/13 -- Alamos Gold Inc. (TSX:AGI) ("Alamos" or the "Company") announced today that it has received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to its previously-announced offer (the "Offer") to purchase all of the outstanding common shares (the "Common Shares") of Aurizon Mines Ltd. ("Aurizon"). Accordingly, the early termination of the Hart-Scott-Rodino waiting period has satisfied one of the conditions to the Offer. On February 1, 2013, Alamos received from the Commissioner of Competition under the Competition Act (Canada) an advance ruling certificate in connection with the Offer. Accordingly, the issuance of the advance ruling certificate has satisfied one of the conditions to the Offer.
The closing of the Offer remains subject to other customary terms and conditions described in the take-over bid circular (the "Circular") relating to the Offer, including, among other things, there being validly deposited under the Offer and not withdrawn at the expiry time of the Offer that number of Common Shares which, together with the Common Shares held by Alamos and its affiliates, represents not less than 66 2/3% of the issued and outstanding Common Shares deposited under the Offer.
How to Tender
Aurizon shareholders are encouraged to continue tendering their Common Shares by completing the letter of transmittal included in the documents mailed by Alamos. Kingsdale Shareholder Services Inc. ("Kingsdale"), the depositary and information agent for the Offer, is available to assist and can be reached at 1-866-851-3214 (North American Toll Free Number) or 416-867-2272 (outside North America). For Aurizon shareholders whose certificates are not immediately available or who cannot deliver the certificates and all other required documents to Kingsdale prior to the expiry time, they may accept the Offer by properly completing and duly executing a notice of guaranteed delivery and returning it to Kingsdale as specified in the notice of guaranteed delivery. If Common Shares are held by a broker or other financial intermediary, Aurizon shareholders should contact such intermediary and instruct it to tender their Common Shares.
The Offer is open for acceptance until 5:00pm (Toronto time) on February 19, 2013, unless extended or withdrawn.
About the Offer
Alamos announced the Offer on January 14, 2013. Alamos filed the Circular and related documents with the securities regulatory authorities in Canada and the United States on January 14, 2013. Aurizon shareholders are advised to read the Circular as it contains important information, including the terms and conditions of the Offer and the procedures for depositing shares. Additional information about the Offer or copies of the Circular may be obtained free of charge from shareholders' investment advisers, from Dundee Capital Markets, which is acting as Alamos's dealer manager, Kingsdale at 1-866-851-3214 (North American Toll Free Number) or 416-867-2272 (outside North America), which is acting as Alamos's depositary and information agent, or by directing a request to the Investor Relations department of Alamos at 416-368-9932 (ext. 401).
On January 14, 2013, Alamos filed with the United States Securities and Exchange Commission (the "SEC") a Registration Statement on Form F-10 and a Tender Offer Statement on Schedule TO, each of which includes the Circular. Alamos encourages shareholders of Aurizon to read the full details of the Offer set forth in the Circular, which contains the full terms and conditions of the Offer and other important information as well as detailed instructions on how Aurizon shareholders can tender their Common Shares to the Offer. Investors may also obtain a free copy of the Circular and other disclosure documents filed by Alamos from the System for Electronic Document Analysis and Retrieval at www.sedar.com and from the SEC's website at www.sec.gov.
This press release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of Alamos or Aurizon.
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 and Turkey. The Company employs more than 600 people in Mexico and Turkey and is committed to the highest standards of environmental management, social responsibility, and health and safety for its employees and neighbouring communities. Alamos has over $350 million in cash and short-term investments, is debt-free, and unhedged to the price of gold. As of February 5, 2013, Alamos had 127,455,786 common shares outstanding (132,116,086 shares fully diluted), which are traded on the Toronto Stock Exchange (the "TSX") under the symbol "AGI".
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Certain statements in this press release are "forward-looking statements", including within the meaning of the United States Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press 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.
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's expectations include, among others, risks related to the Offer, fluctuations in the value of the consideration; integration issues; the effect of the Offer on the market price of Alamos's common shares ("Alamos Shares"); the exercise of dissent rights in connection with a compulsory acquisition or subsequent acquisition transaction; the liquidity of the Common Shares; risks associated with Aurizon becoming a subsidiary of Alamos; differences in Aurizon shareholder interests; the reliability of the information regarding Aurizon; change of control provisions; risks associated with obtaining governmental and regulatory approvals; failure to maintain effective internal controls; the liquidity of Alamos Shares on the New York Stock Exchange; the effect of the Offer on non-Canadian shareholders; and risks related to the on-going business of Alamos, including 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's Annual Information Form and in the Circular. 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.
The information in this press release concerning Aurizon and Aurizon's assets and projects is based on publicly available information and has not been independently verified by Alamos.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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