Argonaut Gold Announces Filing of Management Information Circular in Connection with Proposed Arrangement
Argonaut Special Committee and Board of Directors unanimously recommend that Shareholders vote FOR the Arrangement
Special Meeting on
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 (
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
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
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
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
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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
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
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.
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