Almaden Minerals (AMM-T) Dec 15, '14 announces that it will be deferring shareholder approval of the spin-out of its early stage exploration projects, royalty interests and certain other non-core assets, which was originally announced in the Company's October 21, 2014 news release, to the Company's 2015 annual general meeting (the "AGM"). The AGM is expected to be held on or about June 2015. Shareholder approval is being deferred to avoid the expense of an additional shareholders' meeting and to allow more time for an internal restructuring of the projects, royalty interests and assets to be spun out. The Company considers the deferral to be a prudent cost saving opportunity given the market conditions while also providing shareholders more time to better understand the corporate reorganisation and its merits before voting. The Company remains committed to the spin-out and does not believe that the deferral of the shareholder vote will place the transaction at risk, although current market conditions are very challenging and have worsened since the original spin-out announcement. The Company will continue to monitor the market while it completes the internal restructuring and will provide updates accordingly.
Under the proposed spin-out, Almaden's early stage exploration projects, royalty interests and other non-core assets will be transferred to a newly incorporated company ("Spinco"). Almaden's current shareholders will receive shares of Spinco by way of a share exchange, pursuant to which each existing share of Almaden is exchanged for one "new" share of Almaden and 0.6 of a share of Spinco.
Spinco will hold the following key assets:
a 2% Net Smelter Return ("NSR") royalty on the Company's Tuligtic property in Mexico, which hosts the Company's Ixtaca gold-silver development project;a 1.5% NSR on the Caballo Blanco gold deposit in Mexico, a development project operated by Goldgroup Mining Inc.;a 2% NSR on the Elk gold deposit in Canada, an advanced exploration project operated by Gold Mountain Mining Corp.;a portfolio of 21 additional NSR royalties on exploration projects in Mexico, Canada and the United States identified through the Company's past prospect generator activities;a 100% interest in the El Cobre copper-gold porphyry exploration project in Mexico and the Willow copper-gold porphyry exploration project in Nevada, in addition to a portfolio of 20 other exploration projects, many of which are located in eastern Mexico in geological environments similar to the recent Ixtaca and Caballo Blanco discoveries; equity holdings in several publicly-listed companies; andsufficient working capital to satisfy exchange requirements.The Ixtaca gold/silver project will remain in Almaden.
The spin-out will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia), and must be approved by the Supreme Court of British Columbia and by the affirmative vote of 66 ?% of Almaden's shareholders in attendance at a shareholder's meeting. The Company intends to apply for a listing of the shares of Spinco on the TSX Venture Exchange ("TSX-V"). Any such listing will be subject to Spinco fulfilling all of the requirements of the TSX-V.
The spin-out also remains conditional on the approval of final documentation by the Board of Directors of Almaden and approval of the spin-out by the TSX-V.
Additional details of the spin-out transaction will be included in an information circular to be mailed to shareholders of Almaden on or about May 2015 in connection with the Company's AGM.
About Almaden
Almaden is a well-financed mineral exploration company working in North America. The company is actively developing its 100% owned Ixtaca gold-silver deposit in Mexico. The Company has assembled mineral exploration projects in Canada, the United States and Mexico, including the Ixtaca deposit through its past grass roots exploration efforts. Uniquely, the Company has pioneered a new geologic and mineral district in Eastern Mexico through conceptual science-driven exploration. This resulted in the acquisition through staking of a portfolio of early stage exploration properties, each of which represent exiting opportunities for the potential discovery of significant gold, silver and copper deposits as evidenced at Ixtaca. Since going public in 1986, Almaden's business model has been to find, acquire and develop mineral projects in partnership with other mining enterprises with a willingness to fund tenure payments and exploration expenditures, which limits Almaden's share dilution. The Company has expanded this business model, described by some as prospect generation, by more aggressively advancing and developing its projects towards production, including the Ixtaca deposit.
On Behalf of the Board of Directors
"Morgan Poliquin"
Morgan J. Poliquin, Ph.D., P.Eng.
President, CEO and Director
Almaden Minerals Ltd. |
