The Board of Directors of Aurizon Mines Ltd. (TSX:ARZ)(NYSE
MKT:AZK) ("Aurizon" or the "Company") responded today to a decision
by the British Columbia Securities Commission (the "BCSC") to cease
trade the Company's new shareholder rights plan (the "New Rights
Plan"). The BCSC announced its decision following a hearing on
March 15, 2013, which was held in response to an application made
by Alamos Gold Inc. ("Alamos").
Alamos had also sought to cease trade the Board-supported Hecla
arrangement on the basis of the break fee included in the
arrangement, and that order was not granted by the BCSC. The BCSC
indicated that the reasons for its decision would follow. The
Toronto Stock Exchange had previously determined, in accordance
with its rules, to defer its consideration of the acceptance for
filing of the New Rights Plan.
George Brack, Chair of the Special Committee of the Aurizon
Board of Directors said: "The objective of the New Rights Plan was
to ensure that all Aurizon shareholders are treated equally, and we
are therefore disappointed with the BCSC decision. We are however
pleased that the BCSC refused Alamos' application for an order
cease trading the Hecla arrangement."
Added Mr. Brack: "We are confident that Aurizon shareholders
will recognize that the Alamos offer is financially inadequate, and
that it does not offer the premium value and significant cash
component of the Hecla arrangement which is also available to
shareholders. Support for the Alamos offer appears to have eroded
substantially, and in its actions and public statements, Alamos has
focused on fully leveraging its minority position, rather than
offering full value to all Aurizon shareholders. The Board remains
steadfast in its view that the Alamos offer is financially
inadequate and urges shareholders to REJECT the Alamos offer and
not tender their Aurizon shares."
Aurizon's Board of Directors continues to recommend that
shareholders support the Board-supported arrangement with
Hecla:
-- Hecla offers premium value - based on the closing share prices of Hecla
and Alamos on March 18, 2013, the Hecla Arrangement provides $0.29 more
value per share than the Alamos bid.
-- Aurizon shares continue to trade at a premium to the implied value of
the Alamos offer, and as of close of trading today, closed $0.14 per
share higher.
-- Hecla offers more cash - the Hecla arrangement offers Aurizon
shareholders greater value certainty through a maximum $513.6 million in
cash, which is 68% higher than the maximum amount of cash offered by
Alamos ($305 million maximum cash). Roughly two thirds of the Hecla
Arrangement is in cash with Alamos' bid being less than half.
-- Hecla offers a more compelling strategic and jurisdictional fit - a
combination of Hecla and Aurizon offers shareholders the opportunity to
participate in a North America-focused, US$1.64 billion precious metals
company with excellent operating assets in superb jurisdictions,
complementary mining experience, and exploration potential.
The reasons for the recommendation by the Board of Directors
that shareholders REJECT Alamos' unsolicited offer can be found in
the directors' circular of Aurizon dated January 22, 2013, which is
available on Aurizon's website at www.aurizon.com, on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov. Aurizon shareholders are
advised to read the directors' circular in full, as it contains
important information regarding the Board of Directors'
recommendation to reject the Alamos offer.
Details of the Hecla Agreement
Under the terms of the Hecla Agreement announced on March 4,
2013, Aurizon shareholders may elect to receive in exchange for
each Aurizon share, CAD$4.75 per share or 0.9953 of a Hecla share
or a combination of both, subject in each case to pro-ration based
on a maximum cash consideration of approximately CAD$513.6 million
and a maximum of approximately 57,000,000 Hecla shares. Assuming
that all shareholders elect to receive either cash or Hecla shares,
the consideration will be fully pro-rated with each shareholder
being entitled to receive CAD$3.11 in cash and 0.3446 of a Hecla
share for each Aurizon share.
How to Withdraw Shares Tendered to the Alamos Offer
Shareholders who have tendered their shares to the Alamos offer
and who wish to obtain advice or assistance in withdrawing their
shares are urged to contact their broker or Georgeson, the
information agent retained by Aurizon, at one of the telephone
numbers listed below.
For assistance
Shareholders who have questions or require any assistance can
contact Georgeson by calling toll free in North America at
1-888-605-7616, calling collect from outside North America at
1-781-575-2422, or by email at askus@georgeson.com.
This news release contains forward-looking information (as
defined in the Securities Act (British Columbia)) and
forward-looking statements that are prospective in nature
(collectively, "forward-looking statements"). All statements other
than statements of historical fact may be forward-looking
statements. In this news release, such forward-looking statements
include statements regarding the ability of the Company and Hecla
to consummate the Arrangement on the terms and in the manner
contemplated in the Arrangement Agreement and, the anticipated
value of the combined entity. These forward-looking statements are
based on a number of assumptions, including assumptions regarding
the time required to prepare and mail meeting materials to the
Aurizon securityholders, the ability of the parties to receive, in
a timely manner and on satisfactory terms, the necessary court,
shareholder, stock exchange and regulatory approvals and the
ability of the parties to satisfy in a timely manner, the
conditions to the closing of the Arrangement; the value of
Aurizon's assets, in particular Casa Berardi; the value of Hecla's
assets; the successful completion of new development projects,
planned expansions or other projects within the timelines
anticipated and at anticipated production levels; the accuracy of
reserve and resource estimates, grades, mine life and cash cost
estimates; whether mineral resources can be developed; interest and
exchange rates; the price of gold, silver and other metals;
competitive conditions in the mining industry; title to mineral
properties; financing requirements; general economic conditions;
and changes in laws, rules and regulations applicable to Aurizon
and Hecla. Although management of Aurizon believes that the
assumptions made and the expectations represented by such
statements are reasonable, there can be no assurance that a
forward-looking statement herein will prove to be accurate. Actual
results and developments may differ materially from those expressed
or implied by the forward-looking statements contained in this news
release and even if such actual results and developments are
realized or substantially realized, there can be no assurance that
they will have the expected consequences or effects.
Factors which could cause actual results to differ materially
from current expectations include non-completion of the
Arrangement, including due to the parties failing to receive, in a
timely manner and on satisfactory terms, the necessary court,
shareholder, stock exchange and regulatory approvals or the
inability of the parties to satisfy in a timely manner the other
conditions to the closing of the Arrangement; changes in market
conditions; actual results being materially different than reserve
and resource estimates, grades, mine life and cash cost estimates;
variations in ore grade or recovery rates; risks relating to
international operations; fluctuations in gold, silver and other
metal prices and currency exchange rates; failure to obtain any
required financing; inability to successfully complete new
development projects, planned expansions or other projects within
the timelines anticipated; adverse changes to general economic
conditions or laws, rules and regulations applicable to Aurizon or
Hecla; changes in project parameters; the possibility of project
cost overruns or unanticipated costs and expenses; labour disputes
and other risks of the mining industry; failure of plant, equipment
or processes to operate as anticipated; risk that estimated costs,
including costs of labor, equipment and materials, including power,
are not as anticipated; the risk of an undiscovered defect in title
or other adverse claim; that results of exploration activities will
be different than anticipated; and those risks set forth in
Aurizon's Annual Information Form dated March 30, 2012 and in
Hecla's filings with the U.S. Securities and Exchange Commission,
which are available respectively on Sedar at www.sedar.com and on
Edgar at www.sec.gov/. You should not place undue reliance on any
forward-looking statements contained in this news release. Aurizon
specifically disclaims any obligation to reissue or update these
forward-looking statements as a result of new information or events
after the date hereof, except as may be required by law.
About Aurizon
Aurizon is a gold producer with a growth strategy focused on
developing its existing projects in the Abitibi region of
north-western Quebec, one of the world's most favourable mining
jurisdictions and prolific gold and base metal regions, and by
increasing its asset base through accretive transactions. Aurizon
shares trade on the Toronto Stock Exchange under the symbol "ARZ"
and on the NYSE MKT under the symbol "AZK". Additional information
on Aurizon and its properties is available on Aurizon's website at
www.aurizon.com.
U.S. Registration (File 001-31893)
Contacts: Media Contact: Longview Communications Trevor Zeck
(604) 375-5941 or Nick Anstett (416) 649-8008 Investor Contact:
Aurizon Mines Ltd. Jennifer North, Manager Investor Relations
604-687-6600 or Toll Free: 1-800-411-GOLD (4653) 604-687-3932
(FAX)jennifer.north@aurizon.com / info@aurizon.com
www.aurizon.com
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