Mr. Peter Dougherty of Argonaut Gold reports
ARGONAUT GOLD SHAREHOLDERS AND ALIO GOLD SECURITYHOLDERS APPROVE MERGER TO CREATE NORTH AMERICAN DIVERSIFIED INTERMEDIATE GOLD PRODUCER
Shareholders of Argonaut Gold Inc. and shareholders and certain securityholders of Alio Gold Inc. approved all matters voted on at their respective annual general and special meetings held earlier today, including approving the transaction announced on March 30, 2020, to combine companies, creating a diversified, North American intermediate gold producer.
Argonaut voting results
The merger with Alio was approved by 99.81 per cent of the votes cast by Argonaut shareholders, with shareholders holding 106,837,086 shares or 59.13 per cent of the outstanding shares of Argonaut present in person or represented by proxy at the meeting.
All matters presented for approval at the Argonaut annual and special meeting by management were duly authorized and approved, as shown in the accompanying table.
Resolution Votes for Votes against
Number of directors 94,931,839 (99.75%) 239,410 (0.25%)
Appointment of auditors 106,319,977 (99.57%) 457,789 (0.43%)
Say-on-pay advisory vote 93,958,523 (98.73%) 1,212,726 (1.27%)
Share incentive plan 93,956,853 (98.72%) 1,214,396 (1.28%)
Share issuance (Alio transaction) 94,991,350 (99.81%) 179,899 (0.19%)
Detailed voting results regarding the election of directors are shown in the accompanying table.
Name Outcome of vote Shares voted for Shares withheld
James E. Kofman Elected 94,635,518 (99.44%) 535,731 (0.56%)
Peter C. Dougherty Elected 94,879,997 (99.69%) 291,252 (0.31%)
Christopher R. Lattanzi Elected 91,908,119 (96.57%) 3,263,130 (3.43%)
Peter Mordaunt Elected 94,712,726 (99.52%) 458,523 (0.48%)
Dale C. Peniuk Elected 94,491,116 (99.29%) 680,133 (0.71%)
Audra B. Walsh Elected 94,864,918 (99.68%) 306,331 (0.32%)
Ian Atkinson Elected 94,719,123 (99.52%) 452,126 (0.48%)
Alio voting results
The merger with Argonaut was approved by 99.39 per cent of the votes cast by Alio shareholders and 99.47 per cent of the votes cast by Alio shareholders and holders of Alio options, Alio PSUs (performance share units), Alio RSUs (restricted share units) and Alio DSUs (deferred share units), voting on a "postconversion" basis as a single class with the Alio shareholders. Shareholders holding 43,798,595 shares or 56.75 per cent of the outstanding shares of Alio, and securityholders holding 54,710,524 securities or 58.62 per cent of the outstanding options, PSUs, RSUs and DSUs of Alio, were present in person or represented by proxy at the meeting.
All matters presented for approval at the Alio annual and special meeting by management were duly authorized and approved, as shown in the accompanying table.
Resolution Votes for Votes against
Appointment of auditors 48,418,901 (99.22%) 379,694 (0.78%)
Approval of arrangement by shareholders
(Argonaut transaction) 37,425,368 (99.39%) 229,562 (0.61%)
Approval of arrangement by securityholders
(Alio shareholders, Alio optionholders,
Alio PSU holders, Alio RSU holders and
Alio DSU holders) 43,337,297 (99.47%) 229,562 (0.53%)
Detailed voting results regarding the election of directors are shown in the accompanying table.
Name Outcome of vote Shares voted for Shares withheld
Mark D. Backens Elected 37,180,406 (98.74%) 474,524 (1.26%)
Stephen Lang Elected 37,058,351 (98.42%) 596,579 (1.58%)
Paula Rogers Elected 37,142,591 (98.64%) 512,339 (1.36%)
George Brack Elected 37,067,014 (98.44%) 587,916 (1.56%)
John Mansanti Elected 37,073,454 (98.46%) 581,476 (1.54%)
David Whittle Elected 37,133,490 (98.62%) 521,440 (1.38%)
On the closing of the transaction, Argonaut and Alio shareholders will own approximately 76 per cent and 24 per cent of the merged company, respectively, on an issued share basis. The merged company will continue as Argonaut with the ticker symbol AR on the Toronto Stock Exchange. The closing of the transaction is subject to standard conditions precedent for a merger transaction, including approval of the transaction by the B.C. Supreme Court and receipt by Argonaut and Alio of all required regulatory and government approvals, and is expected to close in June.
About Argonaut
Gold Inc.
Argonaut is a Canadian gold company engaged in exploration, mine development and production. Its primary assets are the El Castillo mine and the San Agustin mine, which together form the El Castillo complex, in Durango, Mexico, as well as the La Colorada mine in Sonora, Mexico. Advanced exploration projects include the Cerro del Gallo project in Guanajuato, Mexico, and the Magino project in Ontario, Canada. The company continues to hold the San Antonio advanced exploration project in Baja California Sur, Mexico, and several exploration-stage projects, all of which are located in North America.
About Alio
Gold Inc.
Alio is a gold mining company focused on the safe and profitable production of gold from its cornerstone asset, the 100-per-cent-owned Florida Canyon mine in Nevada, United States. The company also owns the development-stage Ana Paula project in Guerrero, Mexico.
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