TORONTO, July 11,
2024 /CNW/ - Argonaut Gold Inc. (TSX: AR)
("Argonaut", "Argonaut Gold" or the "Company") announced today the
receipt of the clearance decision from the Comisión Federal de
Competencia Económica ("COFECE") and the final order of the Ontario
Superior Court of Justice (Commercial List) with respect to the
pending arrangement transaction between Argonaut and Alamos Gold
Inc. ("Alamos"). COFECE approval and court approval were the
final substantive regulatory and court approvals required prior to
closing of the Arrangement, which is anticipated to occur in
mid-July. Among other customary closing conditions, closing of the
Arrangement is subject to approval from the TSX Venture Exchange
(the "TSX-V") for the listing of the shares of Florida Canyon Gold
Inc. ("SpinCo"), which will hold all of Argonaut's ownership
interest in its United States and
Mexican assets.
The arrangement agreement dated March 27,
2024 between the Company and Alamos, as amended on May 24, 2024 (the "Arrangement Agreement")
provides that Alamos will acquire
all of the issued and outstanding common shares of Argonaut by way
of a court-approved plan of arrangement under the Business
Corporations Act (Ontario)
(the "Arrangement"), and in exchange, the shareholders of Argonaut
("Shareholders") will be entitled to receive 0.0185 of a Class A
common share of Alamos and 0.1 of
a common share of SpinCo. The Arrangement was overwhelmingly
approved by Shareholders at the annual general and special meeting
of Shareholders held on June 28,
2024.
Further details regarding the Arrangement are set out in the
management information circular of Argonaut dated May 23, 2024 and the news releases of Argonaut
dated March 27, 2024 and May 29, 2024, each of which are available on
Argonaut's SEDAR+ profile at www.sedarplus.ca.
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, as approved on June 28,
2024 at the Annual General and Special Meeting of
Shareholders, whereby Alamos will
acquire all of the issued and outstanding shares of Argonaut. As
part of the Arrangement Agreement, 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, Florida Canyon Inc ("SpinCo" or "Florida Canyon
Gold"). As a result, Florida Canyon
Gold 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;
the timing and ability of Argonaut to complete the Arrangement (if
at all); 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, including approval from the
TSX-V to list the shares of SpinCo; and the business and operations
of SpinCo.
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