January 14, 2013
Toronto, Ontario (January 14, 2013) – Alamos Gold Inc. (TSX: AGI) (“Alamos” or the “Company”) announced today that it has commenced an offer to acquire Aurizon Mines Ltd. (“Aurizon”) for approximately C$780 million in cash and shares (the “Offer”). The Offer will remain open until 5:00 p.m. (Toronto time) on February 19, 2013 unless withdrawn or extended. Alamos has also applied to list its common shares (“Alamos Shares”) on the New York Stock Exchange (the “NYSE”) under the symbol “AGI”.
Under the terms of the Offer, Alamos proposes to acquire all of the outstanding common shares of Aurizon (“Aurizon Shares”) for consideration value of C$4.65 per Aurizon Share. Each Aurizon shareholder can elect to receive consideration per Aurizon Share of either C$4.65 in cash (the “Cash Alternative”) or 0.2801 of an Alamos Share (the “Share Alternative”), subject in each case to pro-ration based on a maximum cash consideration of C$305,000,000 and maximum number of Alamos Shares issued of 23,500,000.
The Offer reflects a premium of approximately 40% based on the closing price of C$3.33 for the Aurizon Shares on the TSX on January 9, 2013, and a premium of approximately 37% based on the volume-weighted average price of the Aurizon Shares on the TSX for the 20 trading days ended January 9, 2013.
Full details of the Offer are included in the formal Offer and take-over bid circular that will be filed today with securities regulatory authorities (together with all related documents). Alamos will formally request an Aurizon security holder list today. The take-over bid documents will be mailed to Aurizon shareholders.
As of today, Alamos owns 26,507,283 Aurizon Shares, representing over 16% of the issued and outstanding
Alamos President and Chief Executive Officer, John McCluskey, said “We believe that our Offer presents an
attractive alternative for Aurizon shareholders. In addition to the Aurizon Shares we recently acquired, shortly
before announcing our Offer, we approached a select few major institutional holders of Aurizon Shares. Each of
these holders was supportive of us making the Offer. This response adds to our confidence that our Offer is
attractive to Aurizon shareholders. We believe the combined companies will form one of the strongest and
lowest risk production and growth profiles in the gold sector today. The Offer, combining the world class assets
of the two companies, demonstrates Alamos’ ability to identify and pursue opportunities that present a strong
strategic fit with our goal to become a leading intermediate gold producer.”
Highlights of the Transaction
Alamos believes that the Offer is attractive to Aurizon shareholders for the following reasons:
• Significant Premium. Based on the closing price of C$16.60 per Alamos Share on the TSX on
January 9, 2013, the consideration offered under the Offer has a value of C$4.65 per Aurizon
Share, representing a premium of approximately 40% and 39%, respectively, over the closing
price of C$3.33 and $3.39 per Aurizon Share on the TSX and NYSE MKT on January 9, 2013.
Based on the volume-weighted average price of Alamos Shares on the TSX for the 20 trading
days ended January 9, 2013, the Offer represents a premium of approximately 37% over the
volume-weighted average price of the Aurizon Shares on the TSX and NYSE MKT for the
• Creation of a Leading Intermediate Gold Company. The combination of Alamos and
Aurizon will immediately create a new leading intermediate gold mining company with
increased diversification, scale and liquidity. The combined entity is anticipated to have an
estimated market capitalization of approximately $2.6 billion, with enhanced visibility among
the international investor community as well as continued exposure to the North American
capital markets through listings on both the TSX and the NYSE. The combined company, with
two steady producing, low cost mines located in stable jurisdictions, will be strongly positioned
• Established, Well-funded, Shareholder Focused Team in Place. Alamos offers Aurizon
shareholders the benefits of both the project development and operation expertise of the
Alamos management team as well as access to pro forma combined estimated cash and cash
equivalents and short-term investments of approximately $209.7 million with which to advance
projects without any near-term dilution. Alamos will continue to be guided by a board of
directors and management team with extensive project development, acquisition, operation and
other relevant industry experience necessary to advance projects from the exploration stage
through production and to create shareholder value by doing so.
• Financial Capability to Secure Future of Aurizon’s Assets. Alamos’s balance sheet and
operating cash flow will be available to support the strong growth profile of the combined
company without an expectation of a need for any equity capital raisings. Alamos will remain
unhedged and debt-free. Alamos is also well placed to take advantage of the exploration
potential of the combined entity to unlock the upside potential for all shareholders. The Offer
provides a much needed growth profile for Aurizon shareholders. Alamos expects to continue
its strong dividend policy.
• Exposure to Other Attractive Mineral Projects. Aurizon shareholders who tender to the
Offer will gain exposure to the world-class projects of Alamos, including the producing
Mulatos mine in Mexico, one of the world’s most profitable gold mines. Alamos also owns a
100% interest in the advanced-stage gold projects – the Ağı Dağı and Kirazlı projects – in
Turkey and has other earlier-stage exploration properties in both Mexico and Turkey. The
significant production profile of the combined companies will allow Aurizon shareholders who
receive Alamos Shares to increase their exposure to the strong gold price environment over the
short to mid-term.
• Management Track Record in Developing and Managing World-Class Gold Projects.
Alamos has a management team with a solid track record and proven experience in the gold
industry. The Alamos management team has demonstrated its ability, via the Mulatos mine in
Mexico, to identify, explore, finance, construct, commission and operate a world-class gold
mine. It is also applying this experience to the development of the Ağı Dağı and Kirazlı
projects in Turkey, which remain on track and on budget.
• Opportunity for Continued Participation in Aurizon’s Assets. To the extent that Aurizon
shareholders receive Alamos Shares as part of their consideration under the Offer, they will
benefit from any future increases in value associated with the continued exploration and
development of Aurizon’s portfolio of assets, as well as production at Aurizon’s flagship Casa
Berardi gold mine.
• Opportunity to Elect Consideration. The Offer provides Aurizon shareholders with the
opportunity to determine the consideration that they receive under the Offer, either the Cash
Alternative or the Share Alternative, subject in each case to pro-ration. The Cash Alternative
permits Aurizon shareholders to elect to receive up to 100% in cash consideration (subject to
pro-ration) in exchange for their Aurizon Shares to lock in the premium offered under the terms
of the Offer, while the Share Alternative permits Aurizon shareholders to elect to receive up to
100% in Alamos Shares (subject to pro-ration) in exchange for their Aurizon Shares and
thereby maintain maximum exposure to the significant upside potential of the combined
Alamos and Aurizon company going forward.
• Opportunity to Defer Canadian Taxation on Capital Gains. To the extent that Aurizon
shareholders receive Alamos Shares as consideration under the Offer, certain Aurizon
shareholders will be entitled, depending on the circumstances, to a full or partial deferral of
Canadian taxation on capital gains.
Funding and Conditions
The Offer will be fully financed and will not require approval by Alamos shareholders. The Offer will be open
for acceptance for at least 35 days following the mailing of the take-over bid circular and will be subject to
customary conditions, including there being validly deposited under the Offer such number of Aurizon Shares
which, together with Aurizon Shares directly or indirectly owned by Alamos and its affiliates, constitutes at
least 66 2/3% of the total outstanding Aurizon Shares (calculated on a fully diluted basis), Aurizon shall not have
adopted a shareholder rights plan, subject to certain limited exceptions, no material adverse changes, and receipt
of all necessary governmental or regulatory approvals and other customary unsolicited offer conditions.
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 encourages shareholders of Aurizon to read the full details of the Offer set forth in the formal Offer and
take-over bid 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 Aurizon Shares to the Offer. For
assistance in depositing Aurizon Shares to the Offer, Aurizon shareholders should contact Kingsdale
Shareholder Services Inc., the depositary and information agent for the Offer, at 1-866-851-3214 (North
American Toll Free Number) or 416-867-2272 (outside North America).
On January 14, 2013, Alamos will file 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 in connection with the
Offer, which are available free of charge through the SEC’s website at www.sec.gov.
The Offer and take-over bid circular and these other documents also may be obtained free of charge by
directing a request to the Investor Relations department of Alamos.
Advisors and Counsel
Alamos has retained Dundee Capital Markets to act as its financial advisor in connection with the Offer.
Alamos’ legal counsel is Torys LLP.
Conference Call Details
Alamos will host a conference call on January 14, 2013 at 10 a.m. Eastern Time. Participants may join the call
by dialing (416) 340-2216 or 1 (866) 226-1792, or via webcast at www.alamosgold.com. A playback will be
available until March 8, 2013 at (905) 694-9451 or 1 (800) 408-3053. The pass code for the conference call
playback is 4914307. The webcast will be archived at www.alamosgold.com.
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 December 31,
2012, Alamos had 120,871,408 common shares outstanding (125,531,708 shares fully diluted), which are traded
on the TSX under the symbol “AGI”.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Jo Mira Clodman
Vice President, Investor Relations
(416) 368-9932 x 401
The TSX has not reviewed and does 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.
For remainder of Cautionary Note, please click here: http://www.alamosgold.com/sites/default/files/846475.pdf