The consideration will be satisfied by the issuance of common shares of Alamos ("Alamos Shares") at a deemed price of
Transaction Terms
Under the terms of the Arrangement, holders of
Benefits to Manitou Shareholders
- Attractive premium of 100% to the closing price of the Manitou shares on the TSX-V on
February 27, 2023 , ranking the Proposed Transaction in the top quartile of precedent acquisitions of publicly traded gold explorers/developers since 2015. - Eliminates the need to raise capital to continue to fund future exploration expenses and overhead costs.
- Maintains ongoing exposure to Manitou's land package in a more diversified company, providing greater potential for subsequent value creation opportunities through a broader consolidated operation in the Archean Gold Camp.
- Provides for retained interest in Alamos Shares, which is a premier, low-risk, North American-focused intermediate gold producer with a portfolio of high-quality mines and development projects, a strong balance sheet, fully funded growth profile and commitment to return capital to shareholders.
- Access to Alamos's technical expertise and in-depth knowledge of geological structures and mineralization in the area, providing capacity to drastically accelerate the exploration and advancement of the
Goudreau Project . - Leverages Alamos's strong financial position and robust free cash flow generation to advance the
Goudreau Project without further equity dilution to Manitou shareholders. - Provides Manitou shareholders with an enhanced institutional investor following and improved trading liquidity through the ownership of Alamos Shares.
- Potential for value accretion through a re-valuation in Alamos's share price as Alamos continues to expand its combined asset portfolio.
"Five years ago, Manitou identified an opportunity to acquire and consolidate a valuable land package within the Michipicoten Archean Greenstone Belt where exploration could then be undertaken with a view to discovering and developing a large-scale economic gold deposit. Having successfully acquired over 360 km2 of contiguous exploration claims and proven its exploration prospectivity over the last five years, we are confident that Alamos is the right operator to advance our assets through the next stages of exploration and development,” stated
Commenting on the transaction,
Transaction Conditions & Timing
Manitou intends to convene a special meeting of shareholders to be held in
- approval of at least 66 2/3% of the votes cast by Manitou shareholders at the Meeting; and
- a simple majority of the votes cast by Manitou shareholders, excluding votes from certain shareholders, including Alamos, as required under Multilateral Instrument 61-101.
The completion of the transaction is also subject to the receipt of court, stock exchange and any other required regulatory approvals, and is subject to certain customary closing conditions for transactions of this nature. The Arrangement does not require the approval of the shareholders of Alamos.
The directors and senior officers and certain other shareholders of Manitou, holding in aggregate over 16% of the issued and outstanding
The transaction is expected to close in
Warrants and Options
Pursuant to the Arrangement, each Manitou stock option (each, a "Manitou Option") outstanding immediately prior to the effective time of the Arrangement (the "Effective Time") shall automatically vest and be immediately cancelled without any payment by Alamos. Each Manitou warrant (each, a "Manitou Warrant") immediately outstanding prior to the Effective Time will remain outstanding and, following the Effective Time, shall entitle the holder thereof to acquire Alamos Shares in lieu of
Advisors and Counsel
Alamos has engaged
Fairness Opinion and Recommendation
Following its review and in consideration of, amongst other things, the Fairness Opinion, the Special Committee has unanimously recommended that the board of directors of Manitou approve the Arrangement. The Manitou board, following the receipt and review of recommendations from the Special Committee, has approved the Agreement and has concluded that the Arrangement is fair to shareholders of Manitou (other than Alamos) and is in the best interests of Manitou, and recommends to shareholders that they vote in favour of the Arrangement.
The Agreement has also been unanimously approved by the board of directors of Alamos.
Additional Information
Full details of the Arrangement are set out in the Agreement, which will be filed by Manitou under its profile on SEDAR at www.sedar.com. In addition, further information regarding the Arrangement will be contained in a management information circular to be prepared in connection with the Meeting and filed on www.sedar.com at the time that it is mailed to shareholders. All shareholders are urged to read the management information circular once it becomes available as it will contain additional important information concerning the Arrangement.
About
Contacts
President and CEO
(705) 698-1962
www.manitougold.com
Completion of the Arrangement is subject to a number of conditions, including but not limited to, TSX-V acceptance and disinterested shareholder approval. The Arrangement cannot close until the required shareholder approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of Manitou should be considered highly speculative. The
Cautionary Note About Forward-Looking Statements and Information
Certain of the information contained in this news release constitutes ‘forward-looking statements' within the meaning of securities laws. Such forward-looking statements, including but not limited to statements relating to: the transaction and the proposed Arrangement as proposed to be effected pursuant to the Agreement; the ability of the parties to satisfy the conditions to closing of the Arrangement; the mailing of the management information circular in connection with the Meeting and anticipated timing thereof; and the anticipated timing of the completion of the Arrangement, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining required shareholder, court, third party and regulatory approvals, exercise of any termination rights under the Agreement, meeting other conditions in the Agreement, material adverse effects on the business, properties and assets of Manitou, and whether any superior proposal will be made. Although Manitou has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Manitou does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
The forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause Manitou's actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this press release
Neither
None of the securities to be issued pursuant to the transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "
Source:
2023 GlobeNewswire, Inc., source