Almaden Minerals (AMM-T) May 15, '15 announces that, further to its news releases dated October 21, 2014, December 15, 2014 and March 2, 2015, the Company has filed its Notice of Annual General and Special Meeting of Shareholders and the related Management Information Circular (the "Circular") which describes, amongst other things, the proposed spin-out of Almaden's early stage exploration projects, royalty interests and certain other assets, into a new public company to be called Almadex Minerals Limited ("Almadex").
Under the terms of the proposed spin-out, Almaden's current shareholders will receive, through a statutory plan of arrangement ("Plan of Arrangement"), for each existing share of Almaden held as at the closing date of the Plan of Arrangement, one "new" share of Almaden and 0.6 of a share of Almadex.
Almadex will hold the following key assets:
a 100% interest in the El Cobre Project in Mexico;
a portfolio of 21 other exploration projects;
a 2% NSR royalty on the Tuligtic Property in Mexico, which hosts the Company's Ixtaca discovery;
a portfolio of 21 additional NSR royalties on exploration projects in Mexico, Canada and United States identified through Almaden's past prospect generator activities;
equity holdings in several publicly-listed companies;
1,597 ounces of gold bullion; and
approximately $3,000,000 in cash.
The Tuligtic property will remain in Almaden.
The board of directors of Almaden (the "Board") has determined that the Plan of Arrangement is fair and is in the best interests of Almaden and its shareholders and recommends that the shareholders vote in favour of the special resolution. The Board notes that the spin-out is expected to allow Almaden to focus on the development of its Ixtaca Deposit, will allow the market to value the Ixtaca Deposit independently of Almaden's earlier stage assets, and will accelerate development of Almaden's non-Ixtaca assets and give scope to new acquisitions.
The Circular, a copy of which will be available under Almaden's profile on SEDAR, sets out the terms of the Plan of Arrangement.
Pursuant to the Plan of Arrangement, holders of outstanding Almaden warrants ("Warrants") will receive, in exchange for each Warrant, one Almaden replacement warrant and 0.6 Almadex warrants, with the exercise prices of the Almaden replacement warrants and the Almadex warrants to be set on a basis established by the proportional market value of the two companies after completion of the Arrangement, as more fully described in the Circular. Holders of Almaden options will be treated in the same manner.
Almadex has applied to list its common shares on the TSX Venture Exchange ("TSXV"). Listing will be subject to Almadex fulfilling all the listing requirements of the TSXV. Almadex does not have any of its securities listed or quoted, and has not applied to list or quote any of its securities on a U.S. marketplace.
Almaden will be seeking shareholder approval of the Plan of Arrangement at its upcoming annual general and special meeting of shareholders scheduled to be held on June 18, 2015. The Arrangement will also be subject to, among other things, approval of the Toronto Stock Exchange, TSXV and the Supreme Court of British Columbia. Subject to satisfactory outcome of the above items, Almaden expects the closing date of the Plan of Arrangement to be sometime in late June or early July, 2015. Further details of the proposed spinout transaction are contained in the Circular.
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 J. Poliquin, Ph.D., P.Eng.
President, CEO and Director
Almaden Minerals Ltd.
Almaden Minerals Ltd.
ph: 604.689.7644
email: info@almadenminerals.com
www.almadenminerals.com |
