Leading Independent Advisory Firms ISS and Glass Lewis Support Plan of Arrangement Between Rio Alto and Sulliden
July 17 2014 - 7:00AM
Marketwired Canada
Rio Alto Mining Limited ("Rio Alto") (TSX:RIO)(LMA:RIO)(NYSE:RIOM)(DB
Frankfurt:MS2) and Sulliden Gold Corporation Ltd. ("Sulliden")
(TSX:SUE)(BVL:SUE)(OTCQX:SDDDF) are pleased to announce that both Institutional
Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"), two
leading independent proxy advisory firms, have recommended that shareholders of
Rio Alto and shareholders of Sulliden support the proposed plan of arrangement
(the "Arrangement") between the two companies at their special meetings
scheduled for July 30, 2014.
While endorsing the Arrangement, ISS noted that a vote for the Arrangement is
warranted based on the "reasonable strategic rational and favorable market
reaction". Glass Lewis called the transaction "compelling for Rio Alto investors
and for Sulliden investors." In coming to that conclusion, Glass Lewis commented
on the strategic rationale for the transaction, and in particular, that the
primary mineral properties of Rio Alto and Sulliden, being only 30 kilometers
apart, offers "clear regional familiarity" and "leaves clear opportunities for
cost synergies going forward". Glass Lewis also noted that the combined market
capitalization of the two companies "should improve liquidity and market
visibility, potentially improving the merged entity's access to capital as it
seeks to further develop Sulliden's existing Shahuindo Project and other more
speculative, as-yet-undeveloped portions of each firm's property portfolio". In
addition, both ISS and Glass Lewis have recommended to Sulliden shareholders
that they vote for the continuance of Sulliden from Quebec to Ontario. As noted
by Glass Lewis, the differences between the Ontario and Quebec jurisdictions are
primarily technical in nature and will not alter the rights of Sulliden
shareholders.
All Rio Alto and Sulliden shareholders are encouraged to read their respective
information circulars with respect to the Arrangement, which were mailed to Rio
Alto and Sulliden shareholders of record as of June 26, 2014 and are available
on SEDAR at www.sedar.com. The information circulars provided by both Rio Alto
and Sulliden contain a detailed description of the Arrangement and a description
of Rio Alto after giving effect to the Arrangement. The Boards of Directors of
both Rio Alto and Sulliden have each unanimously recommended that their
shareholders vote in favour of the resolutions with respect to the Arrangement.
Rio Alto shareholders are reminded to vote before the proxy cut-off of
4:30 p.m. (Toronto time) on July 28, 2014.
Sulliden shareholders are reminded to vote before the proxy cut-off of
11:00 a.m. (Toronto time) on July 28, 2014.
Kingsdale Shareholder Services Inc. ("Kingsdale") has been retained by Rio Alto
and Sulliden as the information agent and proxy solicitor in connection with the
Arrangement. Shareholders with questions can contact Kingsdale at 1-866-229-8214
toll free in North America, collect at 416-867-2272 outside of North America, or
email at contactus@kingsdaleshareholder.com.
ISS is the world's leading provider of corporate governance solutions to the
global financial community. More than 1,700 institutional clients rely on the
expertise of ISS to help them make more informed investment decisions on behalf
of their shareholders.
Glass Lewis is a leading independent governance analysis and proxy voting firm,
serving more than 900 institutional investors globally. Glass Lewis' research
focuses on the long-term financial impact of investment and proxy vote decisions
and assists institutional investors in making sound decisions by uncovering and
assessing governance, business, legal, political and accounting risks.
(i) Permission to quote from ISS and Glass Lewis' report was neither sought nor
obtained.
About Rio Alto Mining Limited
Rio Alto Mining Limited is a Canadian-based resource company focused on the
development of the 21,000 ha La Arena gold / copper project located in north
central Peru, the most prolific gold mining district in the country that is home
to a number of world-class gold mines. La Arena contains total measured and
indicated resources of 5.2 million ounces gold comprised of 1.3 million gold
ounces in the oxide resource (100.2 million tonnes at 0.41 g/t gold) and 3.8
million gold ounces in the sulphide resource (561.7 million tonnes at 0.21 g/t
gold) and 3.7 billion pounds copper (561.7 million tonnes at 0.3% copper). First
gold production at La Arena occurred on May 6, 2011 and 214,742 ounces of gold
were poured in 2013. Rio Alto is also in the business of acquiring, exploring,
and developing gold resources and advanced stage exploration projects in Peru
and Latin America. Rio Alto has assembled a highly experienced team with a
proven history of developing, financing, and operating mining projects in Latin
America. With a focused strategy of mine production and development and an
exploration strategy to discover additional mineral resources, Rio Alto is
strongly positioned to generate significant value for its shareholders. To learn
more about Rio Alto Mining Limited, please visit: www.rioaltomining.com or Rio
Alto's SEDAR profile at www.sedar.com.
About Sulliden Gold Corporation Ltd.
Sulliden is a mineral exploration and development company focused on advancing
its flagship Shahuindo project to production. Currently in its permitting phase,
this low-cost heap leach gold and silver project is located in a prolific
gold-producing district in northern Peru and has recently received its EIA
(environmental permit) approval. A September 2012 Feasibility Study (based on
$1,415 Gold and $27 Silver) on the foundation phase of the project estimates an
initial CAPEX of $131.8 million that will support an annual mining rate of 3.65
million tonnes producing approximately 90,000 of gold equivalent ounces for 10.4
years at cash operating costs of $552/oz. This initial mine scenario features a
pre-tax IRR of 52.2% and post-tax IRR of 37.8%. The technical study considers
only approximately 40% of the defined measured and indicated gold oxide mineral
resource. Additional mineral resource growth is anticipated from a number of
highly prospective exploration targets on the property that remain largely
unexplored. Sulliden is led by a proven management team with hands-on experience
developing and operating mines in Latin America. To learn more about Sulliden,
please visit: www.sulliden.com or Sulliden's SEDAR profile at www.sedar.com.
Qualified Persons
Mr. Enrique Garay, MSc. P. Geo (AIG Member), Vice President Geology of Rio Alto,
is a Qualified Person as defined under National Instrument 43-101 ("NI 43-101").
All of the scientific and technical disclosure contained in this news release
regarding the La Arena gold oxide mine and adjoining sulphide copper-gold
deposit was reviewed and approved by Mr. Garay. For additional information
regarding the La Arena gold mine, including key parameters, assumptions and
risks associated with its mineral resource and reserve estimates, see Rio Alto's
Annual Information Form dated March 28, 2014 and Rio Alto's independent
technical report entitled "La Arena Project, Peru" dated effective December 31,
2013, copies of which documents are available on SEDAR under Rio Alto's SEDAR
profile at www.sedar.com.
Mr. Stephane Amireault, MScA, P. Eng, Vice President, Exploration of Sulliden
and Mr. Joseph Milbourne, Vice President, Technical Services of Sulliden are
both qualified persons as defined by NI 43-101. All of the scientific and
technical disclosure contained in this news release regarding the Shahuindo gold
project was reviewed and approved by Messrs. Amireault and Milbourne. For
additional information regarding the Shahuindo gold project, including key
parameters, assumptions and risks associated with its mineral resource and
reserve estimates, see Sulliden's Annual Information Form dated July 25, 2013
and Sulliden's independent technical report entitled "Technical Report on the
Shahuindo Heap Leach Project, Cajabamba, Peru" dated effective September 26,
2012 (the "Sulliden Technical Report"), copies of which documents are available
on SEDAR under Sulliden's SEDAR profile at www.sedar.com.
Mineral resources that are not mineral reserves do not have demonstrated
economic viability.
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ON BEHALF OF THE BOARD OF ON BEHALF OF THE BOARD OF
RIO ALTO MINING LIMITED SULLIDEN GOLD CORPORATION LTD.
----------------------------------------------------------------------------
Alex Black, President, CEO and Director Peter Tagliamonte, Chairman & CEO
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FOR FURTHER INFORMATION PLEASE CONTACT:
Rio Alto Mining Limited
Alex Black
President & CEO
+511 625 9900
866.393.4493 (FAX)
alexb@rioaltomining.com
Rio Alto Mining Limited
Alejandra Gomez
Investor Relations
604.628.1401
866.393.4493 (FAX)
alejandrag@rioaltomining.com
www.rioaltomining.com
Sulliden Gold Corporation Ltd.
Toronto, Canada
65 Queen Street West, Suite 800
Toronto, Ontario M2H 2M5
416.861.5805
info@sulliden.com
Sulliden Gold Corporation Ltd.
Lima, Peru
Calle San Martin 845, oficina 201
Miraflores - Lima 18
511.651.2500
comunicaciones@sulliden.com.pe
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