Alio Gold Inc (TSX:ALO) (NYSE AMERICAN:ALO) (“Alio
Gold” or the “Company”), reports the voting results from its annual
general and special meeting of shareholders held today in
Vancouver, British Columbia (the “Meeting”). Each of the matters
voted upon at the Meeting is described in detail in the Company’s
Information Circular dated April 18, 2018, which is available on
the Company’s website at, www.aliogold.com, and on SEDAR and EDGAR.
Shareholders voted overwhelmingly in favour of
the plan of arrangement ("Arrangement") pursuant to which Alio Gold
will acquire all of the outstanding shares of Rye Patch Gold Corp.
(“Rye Patch”). Under the terms of the Arrangement, each Rye Patch
shareholder will receive 0.48 of an Alio Gold common share and one
tenth of one cent ($0.001) per Rye Patch common share held. The
Arrangement was approved by approximately 94% of the votes cast by
Alio Gold shareholders at the Meeting. Rye Patch shareholders have
also approved the Arrangement, with approximately 99% of the votes
cast by Rye Patch shareholders at its special shareholders meeting
held today having been cast in favour of the Arrangement, including
99% of the votes cast by disinterested Rye Patch shareholders in
accordance with Part 8 of Multilateral Instrument 61-101 –
Protection of Minority Securityholders in Special
Transactions. A copy of the complete report on voting for
Alio Gold will be made available on SEDAR and EDGAR.
The Arrangement is expected to close on or
around May 25, 2018, subject to the receipt of applicable
regulatory approvals and the satisfaction of other customary
conditions to closing. As disclosed in the press release dated
March 19, 2018, Macquarie Bank Limited has agreed not to exercise
its right to require immediate repayment of the existing Florida
Canyon project loan as a result of this transaction and the parties
have agreed on the terms of a restructuring of the outstanding
balance, subject to credit approval and completion of definitive
documentation.
A total of 22,978,782 common shares were
represented at the Meeting, being 51.43% of the Company’s issued
and outstanding common shares. In addition to voting in favour of
the Arrangement, the Company’s shareholders voted in favour of all
other matters brought before the Meeting, including setting the
number of directors at seven, electing each of the Company’s
nominees for director (see below), approving the appointment of
Deloitte LLP, Chartered Accountants, as the Company’s auditors for
the ensuing year and authorizing the directors to fix the
remuneration payable to the auditors.
Election of Directors
Director Nominee |
Votes For |
Votes Withheld |
Mark D. Backens |
15,429,784 (94.40%) |
915,269 (5.60%) |
George Brack |
15,423,850 (94.36%) |
921,203 (5.64%) |
Bryan A. Coates |
15,420,119 (94.34%) |
924,934 (5.66%) |
Stephen Lang |
15,417,743 (94.33%) |
927,310 (5.67%) |
Greg McCunn |
15,411,992 (94.29%) |
933,061 (5.71%) |
Paula Rogers |
15,415,736 (94.31%) |
929,317 (5.69%) |
Jose Alberto Vizquerra Benavides |
14,446,525 (88.38%) |
1,898,528 (11.62%) |
About Alio Gold
Alio Gold is a growth oriented gold mining
company, focused on exploration, development and production in
Mexico. Its principal assets include its 100%-owned and
operating San Francisco Mine in Sonora, Mexico and its 100%-owned
development stage Ana Paula Project in Guerrero, Mexico. Located
within the highly prospective Guerrero Gold Belt on 56,000 hectares
of underexplored land the Ana Paula Project is a high-grade, high
margin project currently in the definitive feasibility stage. An
underground decline to provide access for an exploration drill
program has been initiated. The drill program will target the
continuation of the high-grade gold mineralization below the
proposed pit which has the potential to significantly enhance the
robust economics of the project. The Company recently announced an
agreement to acquire Rye Patch Gold, including its 100% owned
Florida Canyon Mine and all of its resource and exploration
projects along the Oreana and Cortez Gold trends. The acquisition
is expected to be completed in late May 2018. The Company
also has a portfolio of other exploration properties, all of which
are located in Mexico.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements and information contained in
this news release constitute “forward-looking statements” within
the meaning of applicable U.S. securities laws and “forward-looking
information” within the meaning of applicable Canadian securities
laws, which we refer to collectively as “forward-looking
statements”. Forward-looking statements are statements and
information regarding possible events, conditions or results of
operations that are based upon assumptions about future economic
conditions and courses of action. All statements and information
other than statements of historical fact may be forward-looking
statements. In some cases, forward-looking statements can be
identified by the use of words such as “seek”, “expect”,
“anticipate”, “budget”, “plan”, “estimate”, “continue”, “forecast”,
“intend”, “believe”, “predict”, “potential”, “target”, “may”,
“could”, “would”, “might”, “will” and similar words or phrases
(including negative variations) suggesting future outcomes or
statements regarding an outlook.
Forward-looking statements include, but are not
limited to, statements which relate to future events. Such
statements include estimates, forecasts and statements with respect
to: the timing and the completion of the Arrangement, the receipt
of court and other approvals in connection therewith, the
satisfaction of the conditions to the closing of the Arrangement
and the benefits to Alio Gold and its shareholders of the
Arrangement.
Such forward-looking statements are based on a
number of material factors and assumptions, including, but not
limited to: that there will be no delays in the completion of the
Arrangement, the ability of Rye Patch and Alio Gold to receive, in
a timely manner, the necessary court, stock exchange, creditor and
regulatory approvals in respect of the Arrangement, the ability of
Alio Gold and Rye Patch to satisfy, in a timely manner, the other
conditions to the closing of the Arrangement and the ability of
Alio Gold to successfully integrate Rye Patch’s assets into its
asset portfolio. Forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements, or industry results,
to differ materially from those anticipated in such forward-looking
statements. The Company believes the expectations reflected in such
forward-looking statements are reasonable, but no assurance can be
given that these expectations will prove to be correct and you are
cautioned not to place undue reliance on forward-looking statements
contained herein.
Some of the risks and other factors which could
cause actual results to differ materially from those expressed in
the forward-looking statements contained in this news release
include, but are not limited to: a delay in receiving, or a failure
to receive, the necessary court, stock exchange, creditor and
regulatory approvals in respect of the Arrangement, the need for
additional time to satisfy, or the failure to satisfy, the other
conditions to the completion of the Arrangement, the failure to
successfully integrate Rye Patch’s assets into Alio Gold’s asset
portfolio and the factors identified under the caption “Risk
Factors” in the Alio Gold management information circular in
respect of the Meeting and the documents incorporated by reference
therein.
Although the Company has attempted to identify
important factors that could cause actual results or events to
differ materially from those described in the forward-looking
statements, you are cautioned that this list is not exhaustive and
there may be other factors that the Company has not identified.
Furthermore, the Company undertakes no obligation to update or
revise any forward-looking statements included in, or incorporated
by reference in, this news release if these beliefs, estimates and
opinions or other circumstances should change, except as otherwise
required by applicable law.
Source: ALO
For further information, please
contact:Lynette GouldVice President, Investor
Relations604-638-8976lynette.gould@aliogold.com
Neither the TSX nor its Regulation Services
Provider (as that term is defined in the policies of the TSX) nor
the New York Stock Exchange MKT accepts responsibility for the
adequacy or accuracy of this news release.
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