21:45:55 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Tahoe Resources Inc
Symbol THO
Shares Issued 147,672,108
Close 2015-04-01 C$ 14.53
Market Cap C$ 2,145,675,729
Recent Sedar Documents

Tahoe, Rio Alto close plan of arrangement

2015-04-01 17:51 ET - News Release

Also News Release (C-RIO) Rio Alto Mining Ltd

Mr. Ira Gostin of Tahoe reports

TAHOE RESOURCES AND RIO ALTO MINING ANNOUNCE COMPLETION OF MERGER

Tahoe Resources Inc. and Rio Alto Mining Ltd. have completed the plan of arrangement initially announced on Feb. 9, 2015. Rio Alto operates the La Arena mine in Peru and is developing the Shahuindo project, also in Peru. (Amounts listed are in Canadian dollars.)

Pursuant to the arrangement and effective upon closing of the arrangement, Rio Alto has become a wholly owned subsidiary of Tahoe, and all of the issued and outstanding common shares of Rio Alto were transferred to Tahoe in consideration for the issuance by Tahoe of 0.227 of a common share of Tahoe and the payment of 0.1 cent for each Rio Alto share. In connection with the closing of the arrangement, Tahoe has issued an aggregate of 75,991,381 Tahoe shares to the former shareholders of Rio Alto. On closing of the arrangement, Tahoe has 223,726,156 common shares issued and outstanding, with former Rio Alto shareholders holding approximately 34 per cent on an undiluted basis.

"This merger creates a new leader in the precious metals space as demonstrated by our combined track record of execution and delivery," said Alex Black, chief executive officer. "With two operating mines, two quality development projects, large exploration areas and an unleveraged balance sheet, Tahoe is positioned for future growth. Our mission remains the same: to responsibly deliver long-term shareholder value," he added.

All of the outstanding options of Rio Alto have been deemed to have been exchanged under the arrangement, and the holders of the Rio Alto options have received options to purchase Tahoe shares. In accordance with the terms of the outstanding warrants to purchase Rio Alto shares, each holder is now entitled to receive, upon the exercise, 0.227 Tahoe share and 0.1 cent in cash in lieu of one Rio Alto share.

Tahoe has authorized the issuance of up to an additional 3,374,449 Tahoe shares issuable upon the exercise of the stock options held by the former optionholders of Rio Alto and an additional 2,011,244 Tahoe shares issuable upon the exercise of Rio Alto warrants. Tahoe announced that it had received shareholder approval in the form of written shareholder consent for the issuance of Tahoe shares in connection with the arrangement on Feb. 25, 2015, and on March 30, 2015, Rio Alto shareholders overwhelmingly voted in favour of the arrangement, with 99.81 per cent of the shareholders present in person or represented by proxy voting for the arrangement.

The Rio Alto shares are expected to be delisted from the Toronto Stock Exchange, the New York Stock Exchange, the Lima Stock Exchange and the Frankfurt Stock Exchange as soon as practicable.

To receive Tahoe shares and cash consideration in exchange for their Rio Alto shares, Rio Alto's registered shareholders must complete, sign, date and return the letter of transmittal that was mailed to each registered shareholder. The letter of transmittal is also available under Rio Alto's issuer profile on SEDAR.

Shareholders whose Rio Alto shares are registered in the name of a broker, investment dealer, bank, trust company, trustee, or other intermediary or nominee should contact that intermediary or nominee for assistance in depositing their Rio Alto shares and should follow the instructions of such intermediary or nominee to deposit their Rio Alto shares.

Management team

As previously reported, the management team will draw from the expertise of both companies. Kevin McArthur moves to the executive board chair role, and Mr. Black becomes the chief executive officer. Ron Clayton serves as president and chief operating officer, and Mark Sadler remains vice-president and chief financial officer. As previously disclosed, Lorne B. Anderson and John P. Bell have resigned as directors, and Mr. Black, Drago Kisic Wagner and Dr. Klaus Zeitler have been appointed to the Tahoe board.

We seek Safe Harbor.

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