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Argonaut Gold Inc. is pleased to announce that the shareholders of the Company have approved a special resolution authorizing a plan of arrangement under section 182 of the Business Corporations Act, previously announced on March 27, 2024, pursuant to which Alamos Gold Inc. will acquire all of the issued and outstanding common shares of Argonaut at the annual general and special meeting of Shareholders held earlier today.
The purpose of the Meeting was to consider and vote upon, among other things, the Arrangement Resolution authorizing the Arrangement and approving the transactions contemplated in the arrangement agreement dated March 27, 2024 between the Company and Alamos, as amended on May 24, 2024, pursuant to which among other things, Alamos will acquire all of the issued and outstanding Shares by way of a court-approved plan of arrangement, and in exchange, the Shareholders will be entitled to receive 0.0185 of a Class A common shares of Alamos and 0.1 of a common share of SpinCo.
A total of 914,545,409 Shares were represented in person or by proxy at the Meeting, representing approximately 72.06% of the issued and outstanding Shares.
Approval of the Arrangement
For the Arrangement to proceed, the Arrangement Resolution required the approval of at least two-thirds (66⅔%) of the votes cast at the Meeting, by the Shareholders attending in person or voting by proxy.
At the Meeting, the Arrangement Resolution was overwhelmingly approved by 880,202,212 votes cast at the Meeting, representing approximately 99.58% of the Shareholders present in person or represented by proxy at the Meeting. Accordingly, the shareholder approval required in order to proceed with the Arrangement has been obtained.
In addition to the Arrangement Resolution, at the Meeting, the Shareholders also approved: (i) ordinary resolution authorizing the adoption of an omnibus share incentive plan of a wholly-owned subsidiary of Argonaut (“SpinCo”) that will hold all of Argonaut’s ownership interest in its United States and Mexican assets, (ii) the election of Ian Atkinson, James E. Kofman, Stephen Lang, Paula Rogers, Audra B. Walsh, Janet Yang and Richard Young as directors of Argonaut, and (iii) the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors until the close of the next annual meeting of the Shareholders and to authorize the directors to fix their renumeration.
The Company extends its appreciation to Dale Peniuk, who did not stand for re-election, for his dedicated service on the board of Argonaut Gold since its inception. His expertise and contributions have been invaluable to the Company.
Transaction Update
Having obtained the requisite approval of the Arrangement Resolution at the Meeting, the parties are continuing to work diligently towards closing the Arrangement.
The Arrangement is expected to become effective in July 2024, subject to, among other things, the Company obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement, the approval from the Federal Economic Competition Commission in Mexico and the satisfaction or waiver of certain other customary closing conditions. The hearing for the final order of the Ontario Superior Court of Justice to approve the Arrangement is scheduled to take place on July 5, 2024 and the approval from COFECE is expected in the first half of July. Following the completion of the Arrangement, it is expected that the Shares will be delisted from the TSX.
Further details regarding the Arrangement and on the above matters are set out in the management information circular of Argonaut Gold dated May 23, 2024, which is available on SEDAR+ (www.sedarplus.ca) under Argonaut Gold’s issuer profile.
Spin-off Transaction
The principal assets of SpinCo will be comprised of Argonaut’s Mexican assets and the Florida Canyon mine. SpinCo is exploring arrangements, including the potential sale of all these assets; however, no definitive agreements have been reached to date. The completion of any transactions involving the sale of SpinCo or all or substantially all of SpinCo’s assets will be subject to the approval of the board of directors of SpinCo and the shareholders of SpinCo.
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