|Alamos Gold Inc. - AGI.t is a Canadian-based mid-tier gold producer that owns and operates the flagship Mulatos Mine in Mexico, one of the lowest cost gold mines in the world.|
The Company has a leading growth profile with exploration and development activities in Mexico, Turkey and the United States.
Alamos Gold Inc. (TSX: AGI) (NYSE: AGI) ("Alamos") and Carlisle Goldfields Limited (TSX: CGJ)(OTCQX: CGJCF) ("Carlisle") are pleased to announce that they have entered into a definitive agreement (the "Agreement") pursuant to an offer made by Alamos to acquire all issued and outstanding shares of Carlisle by way of a court-approved plan of arrangement (the "Arrangement").
Under terms of the Agreement, Carlisle shareholders will receive: (i) 0.0942 of an Alamos common share for each Carlisle common share held, plus (ii) 0.0942 of a warrant to purchase Alamos common shares at an exercise price of C$10.00 with an expiration date of three years from closing. Not including the Alamos warrant, the share consideration represents a value of C$0.60 for each Carlisle common share based on Alamos' closing price on October 14, 2015 on the Toronto Stock Exchange ("TSX"), a premium of 62% to Carlisle's closing price on October 14, 2015, and a 117% premium to its 30-day volume-weighted average price ("VWAP"). Alamos currently owns 10.9 million shares of Carlisle, representing approximately 19.9% of Carlisle's basic common shares outstanding. Excluding Alamos' existing 19.9% ownership of Carlisle, and net of Carlisle's current cash, total consideration for the acquisition is approximately US$22.1 million (C$28.5 million).
The number of shares to be issued by Alamos as part of the agreement is approximately 5.4 million, assuming conversion of in the money options and warrants, approximately 2% of Alamos' current basic common shares outstanding. In addition, Carlisle shareholders will be issued approximately 5.4 million warrants in aggregate. Alamos will apply to list the warrants on the TSX.
Carlisle's primary asset is the Lynn Lake gold project located in the highly prospective past producing gold camp in Lynn Lake, Manitoba, Canada. Lynn Lake is comprised of five near surface deposits which contain total measured and indicated mineral resources of 40.5 million tonnes grading 2.11 g/t for 2.75 million ounces of gold and total inferred mineral resources of 51.8 million tonnes grading 1.37 g/t for 2.28 million ounces. In February 2014, a positive preliminary economic assessment ("PEA") was completed on the two primary deposits, the MacLellan Mine and the Farley Lake Mine, which detailed average annual production of 145,000 ounces of gold at all-in sustaining costs of C$644 per ounce over a 12 year mine life. The PEA outlined attractive economics with an after-tax internal rate of return ("IRR") of 26% using a gold price assumption of US$1,100 per ounce.
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