TORONTO and VANCOUVER, April 22,
2020 /CNW/ - Argonaut Gold Inc. ("Argonaut" or
"Argonaut Gold") (TSX: AR) and Alio Gold Inc. ("Alio"
or "Alio Gold") (TSX, NYSE-A:
ALO) have filed the joint management information circular and
related meeting materials in connection with their respective
special meetings of securityholders (the "Meetings") to be held on
May 20, 2020. The purpose of the
Meetings is to seek approval for a number of matters, including the
proposed friendly, at-market merger announced on March 30, 2020, whereby Argonaut and Alio will
combine to create a diversified intermediate producer in
North America.
Under the terms of the Arrangement Agreement, all of the Alio
issued and outstanding common shares will be exchanged on the basis
of 0.67 of an Argonaut common share per each Alio common share (the
"Exchange Ratio"). The Exchange Ratio has been agreed based on the
volume-weighted average prices of Argonaut and Alio common shares
over the 20 trading days ended on March
27, 2020. Upon completion of the Transaction, existing
Argonaut and Alio shareholders will own approximately 76% and 24%
of the combined company, respectively.
Mailing of the joint management information circular and related
meeting materials has commenced and shareholders of both Argonaut
and Alio should receive them shortly. All of the meeting materials
can be downloaded from Argonaut's website
at http://www.argonautgold.com/ and from Alio's website
at http://www.aliogold.com/ and also from each company's
profile on SEDAR at www.sedar.com.
The Arrangement Agreement has been unanimously approved by
the boards of directors of Argonaut and Alio, and each board
recommends that their respective shareholders vote in favour of the
Transaction.
To proactively deal with the unprecedented public health impact
of COVID-19, both Meetings will be held in a virtual only
format.
The Argonaut meeting will be conducted via live online audio
only at https://web.lumiagm.com/221570123 at
11:30 am EDT on May 20, 2020.
The Alio meeting will be conducted via live audio webcast only
at https://web.lumiagm.com/264350037 at 8:30 am PDT on May 20,
2020.
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 Inc. ("Argonaut" or "Argonaut Gold")
and Alio Gold Inc. ("Alio"). 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 to,
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.
Source: Alio Gold Inc.
SOURCE Argonaut Gold Inc.