Alexandria Announces Receipt of Superior Proposal from Agnico Eagle and Commencement of Matching Period with Chantrell Ventur...
June 13 2019 - 9:56PM
Alexandria Minerals Corporation ("
Alexandria")
(TSXV: AZX; OTCQB: ALXDF: Frankfurt: A9D) announced today that it
has received an unsolicited offer from Agnico Eagle Mines Limited
("
Agnico") pursuant to which Agnico would purchase
all of the issued and outstanding common shares of Alexandria
(“
Alexandria Shares”) at the price of CAD$0.05 per
Alexandria Share (the “
Purchase Price”) pursuant
to a plan of arrangement (the "
Agnico Offer"). The
Purchase Price would be payable, at the election of each Alexandria
shareholder (the “
Alexandria Shareholders”), in
cash or shares as follows: (i) CAD$0.05 in cash (the “
Cash
Alternative”); (ii) 0.000819355 common shares in the
capital of Agnico (“
Agnico Shares”) plus $0.000001
(the “
Cash and Share Alternative”); or (iii)
0.000819355 Agnico Shares (the “
Share
Alternative”). In addition, all unexercised options
of Alexandria would be exchanged for options to purchase Agnico
Shares and all unexercised warrants of Alexandria would remain
outstanding and become exercisable for Agnico Shares, in each case
based on the exchange ratio between Alexandria Shares and Agnico
Shares represented by the Share Alternative.
Alexandria's Board of Directors (the
"Board") has, in good faith, unanimously
determined, after receiving the advice of its financial advisors
and outside counsel, that the Agnico Offer constitutes a superior
proposal within the meaning of the Alexandria-Chantrell Agreement
(as defined below). In reaching this conclusion, the Board received
a fairness opinion by INFOR Financial Inc. to the effect that, as
of the date of their opinion, and subject to the assumptions,
limitations and qualifications set out in such opinion, the
consideration to be received by Alexandria Shareholders pursuant to
the Agnico Offer is fair, from a financial point of view, to the
Alexandria Shareholders.
As previously announced by Alexandria on May 14,
2019, Alexandria entered into a definitive arrangement agreement
(the "Alexandria-Chantrell Agreement") with
Chantrell Ventures Corp. ("Chantrell") pursuant to
which, among other things, the Resulting Issuer (defined below)
would acquire all of the Alexandria Shares pursuant to a statutory
plan of arrangement under Section 192 of the Canada Business
Corporations Act (the “Alexandria-Chantrell
Arrangement”). The Alexandria-Chantrell Agreement
was subject to, among other things, Osisko Mining Inc.
(“Osisko”) completing a reverse takeover of
Chantrell (the “Reverse Takeover”) by way of a
statutory plan of arrangement under Section 182 of the Business
Corporations Act (Ontario) (the “Osisko-Chantrell
Arrangement). Pursuant to the Osisko-Chantrell
Arrangement, upon completion of the Reverse Takeover, Chantrell
would, among other things, change its name to “O3 Mining Inc.” (the
“Resulting Issuer”). Under the
Alexandria-Chantrell Agreement, the Alexandria Shareholders would
be entitled to receive 0.010309 common shares of the Resulting
Issuer in exchange for each Alexandria share held immediately prior
to the effective time of the Alexandria-Chantrell Arrangement.
The Alexandria-Chantrell Agreement provides that
in the event that Alexandria receives an unsolicited acquisition
proposal that is determined by the Board to be a Superior Proposal
(as defined in the Chantrell-Alexandria Agreement), including that
the proposal would reasonably be expected to result in a
transaction more favourable, from a financial point of view, to
Alexandria Shareholders than the transaction contemplated by the
Alexandria-Chantrell Agreement, then, upon providing the Superior
Proposal to Chantrell, Chantrell has a ten-business day period in
which it has the right to offer to amend the Alexandria-Chantrell
Agreement such that the competing proposal is no longer a superior
proposal. If Chantrell does not make such an offer,
Alexandria has a customary “fiduciary out” provision that entitles
Alexandria to terminate the Alexandria-Chantrell Agreement and,
subject to payment of a break fee on termination (the
“Termination Fee”), enter into an agreement with
the party having made a superior proposal. In accordance with
the Alexandria-Chantrell Agreement, Alexandria has today notified
Chantrell and Osisko, respectively, of the Board's determination
that the Agnico Offer constitutes a superior proposal and that
subject to Chantrell’s rights under the Alexandria-Chantrell
Agreement, it has determined to accept the Agnico Offer. Chantrell
now has ten (10) business days, expiring at 11:59 p.m. on June 27,
2019 (the "Response Period"), during which it may
choose to make a proposal which it believes would cause the Agnico
Offer to no longer constitute a superior proposal (a
"Matching Proposal"). If Chantrell makes a
Matching Proposal and the Board determines in good faith, after
consultation with its financial advisors and outside counsel, that
the Agnico Offer no longer constitutes a superior proposal, the
Board will support an amended transaction with Chantrell.
Otherwise, following the expiry of the Response Period (or if such
period is waived by Chantrell), Alexandria may terminate the
Alexandria-Chantrell Agreement, pay the Termination Fee of $875,000
and execute an agreement (the "Agnico Agreement")
with the Agnico in respect of the Agnico Offer. The Agnico
Offer provides that, among other things, Agnico will provide
Alexandria with interim financing with the Agnico Agreement on
substantially the same terms as the Alexandria-Chantrell
Agreement.
If accepted, the Agnico Agreement will be
subject to the approval of the Alexandria Shareholders. Closing of
the transaction contemplated by the Agnico Agreement will also be
subject to customary closing conditions.
Further information about the Company is also
available on the Company’s website, www.azx.ca, or our social media
sites listed below:
Facebook: |
https://www.facebook.com/AlexandriaMinerals |
Twitter: |
https://twitter.com/azxmineralscorp |
YouTube: |
http://www.youtube.com/AlexandriaMinerals |
|
|
Flickr: |
http://www.flickr.com/alexandriaminerals/ |
LinkedIn: |
http://www.linkedin.com/company/alexandriaminerals |
About Alexandria Minerals
CorporationAlexandria Minerals Corporation is a
Toronto-based junior gold exploration and development company with
its strategic property located in the world-class mining district
of Val d’Or, Quebec. Alexandria’s focus is on its flagship
property, the large Cadillac Break Property package in Val d’Or,
which hosts important, near-surface, gold resources along the
prolific, gold-producing Cadillac Break, all of which have
significant growth potential.
WARNING: This News Release may contain
forward-looking statements including but not limited to comments
regarding the timing and content of up-coming work programs,
geological interpretations, receipt of property titles, potential
mineral recovery processes, etc. Forward-looking statements address
future events and conditions and therefore involve inherent risks
and uncertainties. Actual results may differ materially from those
currently anticipated in such statements. Alexandria Minerals
Corporation relies upon litigation protection for forward-looking
statements. Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
PLEASE
CONTACTwww.azx.ca |
Walter
HenryActing President & CEO(416)
414-5825info@azx.ca |
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