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Minera Alamos Inc
Symbol MAI
Shares Issued 150,481,268
Close 2018-04-13 C$ 0.145
Recent Sedar Documents

Minera Alamos, Corex Gold complete merger

2018-04-13 19:48 ET - News Release

Also News Release (C-CGE) Corex Gold Corp

Mr. Darren Koningen of Minera Alamos reports

MINERA ALAMOS AND COREX GOLD COMPLETE PLAN OF ARRANGEMENT

Minera Alamos Inc. and Corex Gold Corp. have successfully completed the previously announced business combination, pursuant to which Minera Alamos has acquired all of the outstanding shares of Corex by way of a court-approved plan of arrangement.

Darren Koningen, chief executive officer of Minera Alamos, stated: "When we entered into our strategic partnership with Osisko Gold Royalties in May, 2017, we had a mandate to aggressively expand our project portfolio with complementary assets that had near-term production potential. Corex's Santana project was high on our list, and we are delighted to be in a position to move the project towards commercial-scale production while we continue to advance both Guadalupe and La Fortuna. We welcome the additions of Doug Ramshaw and Chester Millar to our management team in what we expect to be a very busy year for the combined company."

Doug Ramshaw, president of Minera Alamos, commented: "We are delighted with the near unanimous support of the Corex shareholders voting for this transformational transaction with Minera Alamos and look forward to growing the combined company as it pursues its growth and development strategy in Mexico. I would also like to thank Craig Schneider, Kevin Puil and the rest of the Corex team, for their support in regard to this transaction, and, more importantly, all of their significant efforts and achievements that led to the advancement of the Santana project to the point where we could conclude this transaction."

Under the terms of the arrangement, holders of Corex shares received 0.95 common share of Minera Alamos for each Corex share held, resulting in an aggregate issuance by Minera Alamos of 150,470,662 Minera Alamos shares in exchange for the 158,390,171 Corex shares issued and outstanding immediately prior to closing. Outstanding Corex options will be replaced with 6,935,000 Minera Alamos options in accordance with the exchange ratio, and outstanding Corex warrants will be exercisable to acquire up to 32,810,910 Minera Alamos shares in accordance with the exchange ratio. The certificates previously representing Corex options will continue to represent the replacement option, and no new certificates will be provided.

As part of the arrangement, Mr. Ramshaw, who was the president, CEO and director of Corex, has been appointed as president of Minera Alamos and has joined the Minera Alamos board of directors. Mr. Millar has also joined the Minera Alamos board as a nominee of Corex. Upon completion of the arrangement, Borys Chabursky resigned from the Minera Alamos board. Minera Alamos would like to thank Mr. Chabursky for his service to Minera Alamos shareholders and his continuing support of the company's endeavours.

Mr. Ramshaw is a senior executive and corporate director with more than 20 years of experience in the mineral resource sector. His work has focused on mineral project evaluation, merger and acquisition (M&A), and business development strategies supporting corporate growth. Mr. Ramshaw previously worked as a mining analyst for an independent brokerage firm in London in the United Kingdom and has served in various executive capacities for a number of publicly listed junior resource companies. He remains an independent director of several companies listed on the TSX Venture Exchange.

Mr. Millar serves as an investment adviser of H. Morgan & Company. Mr. Millar has vast experience in executive roles with public mining companies, and has previously been the chairman of each of Eldorado Gold Corp., Glamis Gold Ltd., Alamos Gold Inc. and Castle Gold Corp. He was also inducted into the Canadian Mining Hall of Fame. Mr. Millar is a professional engineer. He has a degree in geological engineering from the University of British Columbia.

Registered shareholders of Corex will receive the Minera Alamos shares to which they are entitled upon delivery to AST Trust Company (Canada) of their respective share certificates and completed letters of transmittal together with other required documents. Shareholders are encouraged to contact AST at 1-800-387-0825 or inquiries@astfinancial.com for further information concerning the exchange process. The vast majority of shareholders of Corex are non-registered shareholders. Non-registered shareholders do not need to deposit share certificates of letters of transmittal. The shares will be converted automatically.

It is anticipated that the Corex shares will be delisted from the TSX Venture Exchange and the OTCQB, and Corex will submit an application to cease to be a reporting issuer. Minera Alamos shares received by Corex shareholders pursuant to the arrangement will trade on the TSX Venture Exchange under the symbol MAI.

Advisers and counsel

Minera Alamos retained Haywood Securities Inc. as financial adviser and Gowling WLG as legal adviser. Corex retained Fort Capital Partners as financial adviser and McCullough O'Connor Irwin LLP as legal adviser.

About Minera Alamos Inc.

Minera Alamos is an advanced-stage exploration and development company. Its growing portfolio of high-quality Mexican projects includes the La Fortuna open-pit gold project in Durango and the Guadalupe de los Reyes gold/silver project in Sinaloa. The company is well financed to conduct its planned exploration and development activities, and it continues to pursue additional project acquisitions in Latin America.

About Corex Gold Corp.

Corex has been engaged in the acquisition and exploration of precious metal properties located in Mexico. Corex's primary focus has been the exploration and development of its Santana project in Sonora, Mexico. The Santana project is envisioned as an open-pit heap leach project with a large contiguous land package containing numerous exploration targets property-wide.

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