23:26:22 EDT Sun 05 May 2024
Enter Symbol
or Name
USA
CA



Alamos Gold Inc
Symbol AGI
Shares Issued 266,869,898
Close 2016-10-07 C$ 9.79
Market Cap C$ 2,612,656,301
Recent Sedar Documents

Corex Gold to sell 25.3 million shares to Alamos Gold

2016-10-11 06:41 ET - News Release

See News Release (C-CGE) Corex Gold Corp

Mr. Craig Schneider of Corex reports

COREX ANNOUNCES EQUITY FINANCING BY ALAMOS GOLD INC.

Corex Gold Corp. has entered into a subscription agreement to issue 25.3 million common shares of the company to Alamos Gold Inc. at a price of 10 cents per share. The company has also entered into subscription agreements to issue an aggregate of three million shares to certain members of management of the company or their affiliates at a price of 10 cents per share.

In addition, in accordance with an agreement between the company and H Morgan & Company (HMC), as more particularly discussed in the company's news release dated June 23, 2014, HMC holds a right to participate in all of the company's equity financings to maintain its partially diluted ownership in the company for as long as HMC is the manager of activities on the company's Santana property. In this regard, and based on the company's knowledge as to HMC's share ownership, HMC has the right to purchase 6,105,831 shares in connection with the issuance of the Alamos shares and the management shares at a price of 10 cents per share.

In the event that HMC does not exercise its right to purchase the participation shares, upon completion of the issuance of the management shares and the Alamos shares, Alamos will own approximately 19.99 per cent of the issued and outstanding shares of the company; HMC will (to the knowledge of the company) own approximately 14 per cent of the issued and outstanding shares of the company; and management will own, in the aggregate, 9 per cent of the issued and outstanding shares of the company. In the event that HMC exercises its right to purchase the participation shares, upon completion of the issuance of the management shares and the Alamos shares, Alamos will own approximately 19.07 per cent of the issued and outstanding shares of the company; HMC will (to the knowledge of the company) own approximately 17.75 per cent of the issued and outstanding shares of the company; and management will own, in the aggregate, 8 per cent of the issued and outstanding shares of the company.

In connection with the issuance of the Alamos shares, the company has also granted Alamos the right to nominate up to two directors to the company's board of directors. Alamos has elected not to exercise such right at this time but retains the right to do so in the future by giving written notice to the company. The company has also granted Alamos a participation right to maintain its pro rata share ownership in the company at up to 19.99 per cent.

The transactions are expected to close concurrently on or about Oct. 20, 2016, and are subject to certain conditions, including, but not limited to, the receipt of acceptance from the TSX Venture Exchange. All securities issued pursuant to the transactions will be subject to a statutory four-month hold period under applicable securities laws.

As both management and HMC are considered to be related parties of the company, the issuance of the management shares and participation shares (if any) will be considered to be related-party transactions under Multilateral Instrument 61-101. All of the independent directors of the company, acting in good faith, considered the transactions and have determined that the fair market value of the securities being issued to management and HMC (if any) and the consideration being paid are reasonable. The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(a) or (b) of MI 61-101. The company did not file a material change report more than 21 days before the expected closing of the transactions as details of the transactions were not settled until shortly before the anticipated closing date.

The purpose and business reasons of the transactions are to obtain financing for the Corex's Santana project, to settle certain outstanding indebtedness of the company and for general working capital purposes.

We seek Safe Harbor.

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