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Argonaut Gold debenture purchase offer

2024-08-15 00:41 ET - Miscellaneous

Further to its bulletins dated July 15, 2024, the Toronto Stock Exchange reports that Argonaut Gold Inc. has made an offer dated July 24, 2024, to purchase for cash on Sept. 3, 2024 (the change of control purchase date), all of its outstanding 4.625 per cent senior unsecured convertible debentures, at a price in cash of $1,000 per $1,000 principal amount of debentures, together with accrued and unpaid interest thereon up to, but excluding, the change of control purchase date. The debenture offer will expire at 5 p.m. Toronto time on Aug. 28, 2024.

According to the TSX, on July 12, 2024, Alamos Gold Inc. acquired all of the outstanding common shares of Argonaut pursuant to a court-approved plan of arrangement under the Business Corporations Act (Ontario). The arrangement constituted a change of control as defined in the debenture indenture dated Oct. 30, 2020, between Argonaut and Computershare Trust Company of Canada, as supplemented by a supplemental convertible debenture indenture dated July 12, 2024, among Argonaut, the trustee and Alamos, and, in accordance with the applicable provisions of the indenture, Argonaut has made the debenture offer, as required. The debenture offer is not conditional on any minimum number of debentures being deposited.

If 90 per cent or more of the total principal amount of debentures are tendered to Argonaut pursuant to the debenture offer, Argonaut will have the right, upon written notice provided to the trustee and to the debentureholders within 10 days following the offer expiry time, to elect to redeem all the debentures remaining outstanding at the offer price. The TSX notes that there are no procedures for guaranteed delivery. Any debentures not tendered to Argonaut pursuant to the debenture offer or, if applicable, acquired by Argonaut pursuant to the above-described 90-per-cent redemption right will remain listed and posted for trading on the TSX under the symbol AR.DB.U.

As the debentures are held in the book-entry-only system administered by CDS Clearing and Depository Services Inc., debentureholders who wish to deposit debentures under the debenture offer should contact the CDS participant through which their debentures are held in order to take the necessary steps to be able to tender such debentures in the manner required by CDS, and should do so in advance of any deadline (which may precede the offer expiry time) that the CDS participant may impose or be subject to under CDS procedures. Trades from 9:30 a.m. Toronto time to 12 p.m. Toronto time on Aug. 28, 2024, will settle for cash on the same day.

For more information, see the notice of change of control and offer to purchase dated July 24, 2024, available on SEDAR+.

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