Toronto and Vancouver, April 13, 2018 -
Minera Alamos Inc. (“Minera Alamos” or the “Company”) (TSX VENTURE:MAI) and
Corex Gold Corporation (“Corex”) (TSX VENTURE:CGE) are pleased to announce the successful completion of the previously announced business combination, pursuant to which Minera Alamos has acquired all of the outstanding shares of Corex (the “Corex Shares”) by way of a court approved plan of arrangement (the “Arrangement”).
Darren Koningen, CEO of Minera Alamos stated, “When we entered into our strategic partnership with
Osisko Gold Royalties in May 2017 we had a mandate to aggressively expand our project portfolio with complementary assets that had near term production potential. Corex’s Santana Project was high on our list and we are delighted to be in a position to move the project towards commercial scale production while we continue to advance both Guadalupe and La Fortuna. We welcome the additions of Doug Ramshaw and Chester Millar to our management team in what we expect to be a very busy year for the combined Company.”
Doug Ramshaw, President of Minera Alamos commented, “We are delighted with the near unanimous support of the Corex shareholders voting for this transformational transaction with Minera Alamos and look forward to growing the combined Company as it pursues its growth and development strategy in Mexico. I would also like to thank Craig Schneider, Kevin Puil and the rest of the Corex team, for their support in regard to this transaction and, more importantly, all of their significant efforts and achievements that led to the advancement of the Santana Project to the point where we could conclude this transaction.”
Under the terms of the Arrangement, holders of Corex Shares received 0.95 common shares of Minera Alamos (“Minera Alamos Shares”) for each Corex Share held (the “Exchange Ratio”) resulting in an aggregate issuance by Minera Alamos of 150,470,662 Minera Alamos Shares in exchange for the 158,390,171 Corex Shares issued and outstanding immediately prior to closing. Outstanding Corex options (“Corex Options”) will be replaced with 6,935,000 Minera Alamos options in accordance with the Exchange Ratio and outstanding Corex warrants (“Corex Warrants”) will be exercisable to acquire up to 32,810,910 Minera Alamos Shares in accordance with the Exchange Ratio. The certificates previously representing Corex options will continue to represent the replacement option and no new certificates will be provided.
As part of the Arrangement, Doug Ramshaw, formerly President, Chief Executive Officer and Director of Corex has been appointed as President of Minera Alamos and has joined the Minera Alamos board of directors (the “Minera Alamos Board”). Chester Millar has also joined the Minera Alamos Board as a nominee of Corex. Upon completion of the Arrangement, Borys Chabursky resigned from the Minera Alamos Board. Minera Alamos would like to thank Mr. Chabursky for his service to Minera Alamos shareholders and his ongoing support of the Company’s endeavours.
Doug Ramshaw is a senior executive and corporate director with more than 20 years of experience in the mineral resource sector. His work has focused on mineral project evaluation, M&A, and business development strategies supporting corporate growth. Mr. Ramshaw previously worked as a mining analyst for an independent brokerage firm in London, U.K., and has served in various executive capacities for a number of publicly listed junior resource companies. He remains an independent Director of several companies listed on the TSX Venture Exchange.
Chester Millar serves as an Investment Advisor of H. Morgan & Company. Mr. Millar has vast experience in executive roles with public mining companies, and has previously been the Chairman of each of Eldorado Gold Corporation, Glamis Gold Ltd., Alamos Gold Inc. and Castle Gold Corporation. He was also inducted into the Canadian Mining Hall of Fame. Mr. Millar is a Professional Engineer. He has a degree in Geological Engineering from University of British Columbia.
Registered shareholders of Corex will receive the Minera Alamos Shares to which they are entitled upon delivery to AST Trust Company (Canada) (“AST”) of their respective share certificates and completed letters of transmittal together with other required documents. Shareholders are encouraged to contact AST at 1-800-387-0825 or inquiries@astfinancial.com for further information concerning the exchange process. The vast majority of shareholders of Corex are non-registered shareholders. Non-registered shareholders do not need to deposit share certificates of letters of transmittal. The shares will be converted automatically.
It is anticipated that the Corex Shares will be delisted from the TSX Venture Exchange (“TSXV”) and the OTCQB and Corex will submit an application to cease to be a reporting issuer. Minera Alamos Shares received by Corex shareholders pursuant to the Arrangement will trade on the TSXV under the symbol MAI.
Advisors and Counsel
Minera Alamos retained Haywood Securities Inc. as financial advisor and Gowling WLG as legal advisor. Corex retained Fort Capital Partners as financial advisor and McCullough O'Connor Irwin LLP as legal
advisor.
About Minera Alamos Inc.
Minera Alamos is an advanced stage exploration and development company. Its growing portfolio of high-quality Mexican projects includes the La Fortuna open pit gold project in Durango and the Guadalupe de los Reyes gold/silver project in Sinaloa. The Company is well financed to conduct its planned exploration and development activities and it continues to pursue additional project acquisitions in Latin America.
About Corex Gold Corporation
Corex has been engaged in the acquisition and exploration of precious metal properties located in Mexico. Corex’s primary focus has been the exploration and development of its Santana Project in Sonora, Mexico. Santana Project. The Santana Project is located about a two and a half hour drive northeast of the City of Obregon, accessible via blacktop road. Obregon has regular air service nonstop to Hermosillo and Guadalajara. The Santana Project spans an 8,500 hectare land package in the Sierra Madre Occidental Range in Sonora State, Mexico and is permitted for Corex’s ongoing bulk-sampling and heap leach studies. The Santana Project is envisioned as an open pit heap leach project with a large contiguous land package containing numerous exploration targets property-wide.
For Further Information Please Contact:
Minera Alamos Inc.
Darren Koningen, CEO
Tel: 416-306-0990
Email: dkoningen@mineraalamos.com
Doug Ramshaw, President
Tel: 236-521-0429
Email: dramshaw@mineraalamos.com
Website: www.mineraalamos.com
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "Forward‐Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” under applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", “would”, “could”, "schedule" and similar words or expressions, identify forward‐looking statements or information. These forward‐looking statements or information relate to, among other things: delisting of Corex Shares and Corex ceasing to be a reporting issuer; anticipated benefits of the Arrangement to Minera Alamos, Corex and their respective shareholders; future mineral production and sales; liquidity, enhanced value and capital markets profile of Minera Alamos; future exploration and growth potential for Minera Alamos, Corex and their respective businesses; and development of the Santana property to commercial scale production. In respect of the Forward-Looking Statements and forward-looking information, the parties have provided such statements in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary regulatory approvals and the ability of Minera Alamos to complete other acquisitions. Accordingly, readers should not place undue reliance on the Forward-Looking Statements and forward-looking information contained in this news release. These statements reflect the parties’ respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the synergies expected from the Arrangement not being realized; changes in law; fluctuations in general macro‐economic conditions; fluctuations in securities markets and the market price of Minera Alamos’s common shares; availability of necessary future financing; results of exploration programs; receipt of necessary permitting; economic viability of projects; completion of studies. Readers are cautioned against attributing undue certainty to forward‐looking statements or forward-looking information. Although the parties have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The parties do not intend, and do not assume any obligation, to update these forward‐looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.
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