Argonaut Special Committee and Board of
Directors unanimously recommend that Shareholders vote FOR the
Arrangement
TORONTO, May 29, 2024
/CNW/ - Argonaut Gold Inc. (TSX: AR) ("Argonaut",
"Argonaut Gold" or the "Company") announced today that it has filed
its management information circular (the "Circular") and related
materials for its annual general and special meeting (the
"Meeting") of the holders ("Argonaut Shareholders") of common
shares ("Argonaut Shares") in the capital of the Company, to be
held on Friday, June 28, 2024 at
11:00 a.m. (Toronto time) at the offices of Bennett Jones
LLP located at One First Canadian Place, 100 King Street West,
Suite 3400, Toronto, Ontario M5X
1A4.
Special Meeting on June 28,
2024
At the Meeting, Argonaut Shareholders will be asked to consider
and vote on, among other things, a special resolution (the
"Arrangement Resolution") approving a statutory plan of arrangement
pursuant to section 182 of the Business Corporations Act
(Ontario) (the "Arrangement"),
subject to the terms and conditions of an arrangement agreement
dated March 27, 2024, as amended (the
"Arrangement Agreement"), entered into between Argonaut and Alamos
Gold Inc. ("Alamos").
Under the Arrangement Agreement, the parties have agreed to
effect the Arrangement, pursuant to which, among other things, a
wholly-owned subsidiary of Argonaut ("SpinCo") will (directly or
indirectly) hold all of Argonaut's ownership interest in its
United States and Mexican
assets.
Immediately following the completion of the Arrangement,
Argonaut will be a wholly-owned subsidiary of Alamos, while the former Argonaut Shareholders
will own 0.0185 of a Class A common share in the capital of
Alamos and 0.1 of a common share
in the capital of SpinCo (each whole common share in the capital of
SpinCo, a "SpinCo Share") for each Argonaut Share previously held
by them. Immediately following the completion of the Arrangement,
and before giving effect to any financing to be completed by
SpinCo, the SpinCo Shares held by former Argonaut Shareholders
(other than Alamos) will represent
approximately 86.2% of the issued and outstanding share capital of
SpinCo, with the remaining SpinCo Shares held by Alamos.
For the Arrangement to become effective, the Arrangement
Resolution must first be approved at the Meeting by the affirmative
vote of at least two-thirds (66⅔%) of the votes cast on the
Arrangement Resolution by Argonaut Shareholders.
The Argonaut Special Committee and Board of Directors
unanimously recommend that Argonaut Shareholders vote FOR the
Arrangement Resolution.
Mailing of the Circular and related meeting materials has
commenced and Argonaut Shareholders should receive them shortly.
All of the meeting materials can be downloaded from Argonaut's
website at www.argonautgold.com and also from Argonaut's
issuer profile on SEDAR+ at www.sedarplus.ca.
Receipt of Interim Order
Argonaut is also pleased to announce that the Ontario
Superior Court of Justice (Commercial List) (the "Court") has
granted an interim order dated May 24,
2024 providing for the calling and holding of the Meeting
and other procedural matters relating to the Arrangement.
Completion of the Arrangement remains subject to, among other
things, the approval of the Arrangement Resolution at the Meeting,
applicable regulatory approvals and receipt of the final order of
the Court for the Arrangement.
Other Matters to be Considered at the Meeting
In addition to the Arrangement, at the Meeting, Argonaut
Shareholders will also: (i) be asked to consider an ordinary
resolution to approve the omnibus share incentive plan of SpinCo;
(ii) receive Argonaut's audited consolidated financial statements
for the year ended December 31, 2023
and the independent auditor's report thereon; (iii) elect
Argonaut's directors; and (iv) vote to appoint
PricewaterhouseCoopers LLP as Argonaut's independent auditors until
the close of the next annual meeting of Argonaut Shareholders and
to authorize the directors of Argonaut to fix their
remuneration.
About Argonaut Gold
Argonaut Gold is a Canadian-based gold producer with a portfolio
of operations in North America. On
March 27, 2024, Argonaut and
Alamos entered into an arrangement
agreement whereby Alamos will
acquire all of the issued and outstanding shares of Argonaut
pursuant to the Arrangement. As part of the Arrangement,
Alamos will acquire Argonaut's
Magino mine and Argonaut's assets in the
United States and Mexico
will be spun out to its existing shareholders as a newly created
junior gold producer, SpinCo. As a result, SpinCo is expected to
own the Florida Canyon and San
Agustin mines. Argonaut Gold trades on the Toronto
Stock Exchange (TSX) under the ticker symbol "AR".
Cautionary Note Regarding Forward-looking Statements
This press release contains certain "forward-looking
statements" under applicable Canadian securities laws concerning
the business, operations and financial performance and condition of
Argonaut Gold. Except for statements of historical fact relating to
Argonaut, all statements included herein are forward-looking
statements. The words "believe", "expect", "strategy", "target",
"plan", "scheduled", "commitment", "opportunities", "guidance",
"project", "continue", "on track", "estimate", "growth",
"forecast", "potential", "future", "extend", "planned", "will",
"could", "would", "should", "may" and similar expressions typically
identify forward-looking statements. In particular, this press
release contains forward-looking statements including, without
limitation, information and statements regarding the Arrangement;
shareholder, regulatory and court approval of the Arrangement; the
timing and ability of Argonaut to complete the Arrangement (if at
all); and the timing and ability of Argonaut to satisfy the
conditions precedent to completing the Arrangement (if at all) as
set forth in the Arrangement Agreement.
Forward-looking statements are necessarily based on the
opinions and estimates of management 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 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
but are not limited to failure to obtain required approvals for the
Arrangement.
These factors are discussed in greater detail in Argonaut's
most recent annual information form dated March 28, 2024 and in the most recent
management's discussion and analysis for the three months ended
March 31, 2024, both filed under the
Company's issuer profile on SEDAR+, which also provide additional
general assumptions in connection with these statements. Argonaut
cautions 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.
Although Argonaut has 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. Argonaut
undertakes no 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. Comparative market information is as of a date prior to
the date of this document. Further, the forward-looking statements
included herein speak only as of the date of this press
release.
SOURCE Argonaut Gold