MANITOU GOLD INC. (TSX-V: MTU) is pleased to announce that it has entered into a definitive arrangement agreement dated February 28, 2023 pursuant to which Alamos Gold Inc. (TSX: AGI) (NYSE: AGI) will acquire all of the outstanding common shares of Manitou not already owned by Alamos, by plan of arrangement for deemed consideration of C$0.05 per Manitou Share representing a total transaction value of approximately C$17.2 million (including shares already owned by Alamos).
The consideration will be satisfied by the issuance of common shares of Alamos at a deemed price of C$14.18 per Alamos Share, which is based on the 20-day volume weighted price of the Alamos Shares on the Toronto Stock Exchange immediately preceding the execution of the Agreement. The Arrangement is non-arm’s length as Alamos currently owns 65,211,077 Manitou Shares, representing approximately 19% of the issued and outstanding Manitou Shares.
Under the terms of the Arrangement, holders of Manitou Shares will receive, one Alamos Share for every 283.68 Manitou Share held which represents a 100% premium to the closing price of Manitou Shares on the TSX Venture Exchange on February 27, 2023.
Benefits to Manitou Shareholders
“Five years ago, Manitou identified an opportunity to acquire and consolidate a valuable land package within the Michipicoten Archean Greenstone Belt where exploration could then be undertaken with a view to discovering and developing a large-scale economic gold deposit. Having successfully acquired over 360 km2 of contiguous exploration claims and proven its exploration prospectivity over the last five years, we are confident that Alamos is the right operator to advance our assets through the next stages of exploration and development,” stated Richard Murphy, President, CEO and Director of Manitou. “Our management team and board of directors view this transaction as beneficial for all Manitou shareholders. It provides immediate value and the opportunity to continue to benefit as part of an established and well financed gold producer.”
Commenting on the transaction, John A. McCluskey, President and Chief Executive Officer of Alamos stated: “Since our acquisition of Island Gold in 2017, much of our focus has been on near mine drilling where we have had tremendous success discovering more than four million ounces of high-grade Mineral Reserves and Resources. Through our acquisition of Manitou, we are more than tripling our land package along strike from Island Gold where we see excellent potential for additional high-grade discoveries across the prospective Michipicoten Greenstone Belt.”
Transaction Conditions & Timing
Manitou intends to convene a special meeting of shareholders to be held in May 2023 to seek shareholder approval for the Arrangement. The transaction will be effected by way of a court-approved plan of arrangement under Section 182 of the Business Corporations Act (Ontario) and will require:
The completion of the transaction is also subject to the receipt of court, stock exchange and any other required regulatory approvals, and is subject to certain customary closing conditions for transactions of this nature. The Arrangement does not require the approval of the shareholders of Alamos.
The directors and senior officers and certain other shareholders of Manitou, holding in aggregate over 16% of the issued and outstanding Manitou Shares, have entered into voting support agreements with Alamos, pursuant to which they have agreed to vote their Manitou Shares in favour of the transaction. Together with Manitou Shares already owned or held by Alamos, in excess of 35% of Manitou’s issued and outstanding shares would be voted in support of the Arrangement.
The transaction is expected to close in May 2023.
Warrants and Options
Pursuant to the Arrangement, each Manitou stock option outstanding immediately prior to the effective time of the Arrangement shall automatically vest and be immediately cancelled without any payment by Alamos. Each Manitou warrant immediately outstanding prior to the Effective Time will remain outstanding and, following the Effective Time, shall entitle the holder thereof to acquire Alamos Shares in lieu of Manitou Shares based on the Exchange Ratio.
Advisors and Counsel
Hillcrest Merchant Partners is acting as exclusive financial advisor to the Manitou Special Committee and Fogler, Rubinoff LLP is acting as legal advisor to Manitou in connection with the transaction. Red Cloud Securities Inc. prepared the Fairness Opinion in connection with the transaction.
Alamos has engaged Torys LLP as its legal advisor in connection with the transaction.
Fairness Opinion and Recommendation
Red Cloud Securities Inc. was engaged by Manitou to prepare an opinion as to the fairness of the Arrangement, from a financial point of view, to Manitou shareholders (other than Alamos). The special committee of independent directors of Manitou has received the Fairness Opinion from Red Cloud, which states that, based upon and subject to the limitations, assumptions and qualifications of and other matters considered in connection with the preparation of such opinion, the consideration to be received by Manitou shareholders (other than Alamos) pursuant to the Arrangement is fair, from a financial perspective, to Manitou shareholders (other than Alamos).
Following its review and in consideration of, amongst other things, the Fairness Opinion, the Special Committee has unanimously recommended that the board of directors of Manitou approve the Arrangement. The Manitou board, following the receipt and review of recommendations from the Special Committee, has approved the Agreement and has concluded that the Arrangement is fair to shareholders of Manitou (other than Alamos) and is in the best interests of Manitou, and recommends to shareholders that they vote in favour of the Arrangement.
The Agreement has also been unanimously approved by the board of directors of Alamos.
Full details of the Arrangement are set out in the Agreement, which will be filed by Manitou under its profile on SEDAR at www.sedar.com. In addition, further information regarding the Arrangement will be contained in a management information circular to be prepared in connection with the Meeting and filed on www.sedar.com at the time that it is mailed to shareholders. All shareholders are urged to read the management information circular once it becomes available as it will contain additional important information concerning the Arrangement.
About Manitou Gold
Manitou Gold Inc. is a Canadian exploration company that has consolidated over 360 km2 of prospective gold properties on the Michipicoten Archean Greenstone Belt, between the Island Gold Mine (operated by Alamos Gold Inc.) to the west and, to the east, the former producing Renabie Gold Mine, (owned by Barrick Gold). The lands assembled consist of 37 kilometres of strike length with at least seven under-explored large-scale deformation zones showing favorable lithology supported by more than 50 government-documented and registered gold occurrences. Manitou Gold also owns a 148 km2 land package of highly prospective gold properties located in the historical Gold Rock District, in Northwestern Ontario (Dryden). All scientific and technical information contained in this press release has been prepared under the supervision of Richard Murphy, the President and Chief Executive Officer of Manitou and a “qualified person” within the meaning of National Instrument 43-101.
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