UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AURIZON MINES LTD.
(Exact name of registrant as specified in its
charter)
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British Columbia, Canada
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Suite 1120, Cathedral Place
925 West Georgia Street
Vancouver, British Columbia
Canada, V6C 3L2
Telephone: (604) 687-6600
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V6C 3L2
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered
pursuant to Section 12(b) of the Act:
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Title of each class
to be registered
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Name of each exchange on which
each class is to be registered
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Common Share Purchase Rights
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NYSE MKT
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
þ
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
¨
Securities Act registration statement file number to which
this form relates (if applicable): 333-_____
Securities to be registered pursuant to Section 12(g) of the
Act: None
INFORMATION REQUIRED
IN REGISTRATION STATEMENT
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Description of Registrant’s Securities to be Registered
On March 10, 2013, the Board of Directors of Aurizon Mines
Ltd. (“Aurizon”) adopted a shareholder rights plan (the “Plan”) pursuant to a Shareholder Rights Agreement
dated and effective March 10, 2013 (the “Agreement”) between Aurizon and Computershare Trust Company of Canada, as
rights agent (the “Rights Agent”). A copy of the Agreement is filed as Exhibit 4.1 to this registration statement on
Form 8-A and the following summary of terms of the Plan is qualified in its entirety by reference to the text of the Agreement.
The Plan is intended to encourage the equal treatment of
shareholders in connection with any transaction to acquire control of Aurizon.
The Plan does not prevent take-overs, rather it encourages
potential acquirors of control to make takeover bids by means of a Permitted Bid (as defined below) or to approach the Board of
Directors to negotiate a mutually acceptable transaction. The Permitted Bid provisions of the Plan are designed to ensure that
in any takeover bid for outstanding common shares of Aurizon (“Aurizon Shares”) all shareholders are treated equally
and fairly and are given adequate time to properly assess the takeover bid and alternative transactions on a fully-informed basis.
The following summary of terms of the Plan is qualified in
its entirety by reference to the text of the Agreement. A copy of the Plan filed as Exhibit 4.1 to this registration statement
on Form 8-A and a copy may be requested by Aurizon Shareholders free of charge by contacting Aurizon at: tel: (604) 687-6600; fax:
(604) 687-3932; email: info@aurizon.com; or toll free Can./U.S.: 1-888-411-GOLD (4653).
Term
The Plan will remain in effect until the earliest to occur
of:
(a) the date that is two business days after the special
meeting of shareholders and optionholders of Aurizon (the “Aurizon Meeting”) to approve the proposed acquisition of
Aurizon by Hecla Mining Company (“Hecla”);
(b) the close of business on the date that is one business
day after Alamos Gold Inc. (“Alamos”) notifies Aurizon and the Rights Agent that it intends to take up and pay for
Aurizon Shares tendered under the Alamos take-over bid (the “Alamos Bid”) provided that on the date of such
notice: (i) Alamos is able to provide sufficient evidence to the Rights Agent, acting reasonably, that as of such date more than
50% of the outstanding Aurizon Shares held by Independent Shareholders (as defined in the Plan) have been deposited to the Alamos
Bid and not withdrawn; and (ii) Alamos makes a public announcement through a newswire service stating that (A) all the conditions
precedent to the Alamos Bid have been satisfied or waived, and (B) it will take up and pay for the Aurizon Shares deposited to
the Alamos Bid;
(c) the date that is two business days after the arrangement
agreement dated March 3, 2013 among Aurizon, Hecla and 0963708 B.C. Ltd is terminated in accordance with its terms; and
(d) June 30, 2013
(the “Termination Date”).
Issue of Rights
In implementing the Plan, the Board of Directors authorized
the issuance of one right (a “Right”) in respect of each Aurizon Share outstanding at 4:00 p.m. (Vancouver time) on
March 18, 2013 (the “Record Time”) and the issue of one Right for each additional Aurizon Share issued after the Record
Time and prior to the earlier of the Separation Time (as defined below) or the Expiration Time (as defined below). The “Effective
Date” of the Plan is March 10, 2013.
Each Right is initially attached to and will trade with the
Aurizon Shares in respect of which it was issued. The Rights will separate from the Aurizon Shares to which they are attached and
become exercisable at the close of business (the “Separation Time”) on (subject to the Board of Directors deferring
the Separation Time) the tenth business day after the earlier of the date a person or a group acting in concert (an “Acquiring
Person”) makes or announces an intention to make a takeover bid that is not a Permitted Bid (as defined below).
Rights Exercise Privilege
Any transaction or event in which a person acquires (other
than pursuant to a Permitted Bid or another exemption available under the Plan) beneficial ownership of 20% or more of the Aurizon
Shares is referred to as a “Flip-in Event”. Upon the occurrence of a Flip-in Event, any Rights (other than those held
by an Acquiring Person which become void under the terms of the Plan) will separate from the Aurizon Shares and will permit the
holder to purchase Aurizon Shares at a substantial discount to their then prevailing market price.
The issuance of the Rights is not dilutive (except with respect
to Acquiring Persons) and will not affect reported earnings or cash flow per share until the Rights separate from the underlying
Aurizon Shares and become exercisable or until the exercise of the Rights. The issuance of the Rights will not change the manner
in which shareholders currently trade their Aurizon Shares.
Permitted Bid
A bidder can make a take-over bid and acquire shares of Aurizon
without triggering a Flip-In Event under the Plan if the takeover bid qualifies as a “Permitted Bid”.
The requirements of a “Permitted Bid” include
the following:
(a) the takeover bid must be made by means of a take-over
bid circular;
(b) the take-over bid is made to all holders of Aurizon
Shares on the books of Aurizon, other than the bidder, and for all of the issued and outstanding Aurizon Shares, other than the
Aurizon Shares held by the bidder;
(c) no Aurizon Shares shall be taken up or paid for pursuant
to the take-over bid prior to the close of business on the date that is not earlier than the later of (1) the Termination Date
and (2) 35 days (or such other minimum as may be prescribed by applicable law in British Columbia) after the date of the take-over
bid;
(d) Aurizon Shares may be deposited pursuant to such take-over
bid at any time prior to the close of business on the date of first take-up or payment for Aurizon Shares and all Aurizon Shares
deposited pursuant to the take-over bid may be withdrawn at any time prior to the close of business on such date; and
(e) no Aurizon Shares shall be taken up or paid for pursuant
to the take-over bid unless more than 50% of the Aurizon Shares held by Independent Shareholders (as defined in the Plan) must
be deposited or tendered pursuant to the take-over bid and not withdrawn at the close of business on the date of first take-up
for payment for the Aurizon Shares.
The Plan also allows for a competing Permitted Bid (a “Competing
Permitted Bid”) to be made while a Permitted Bid or another Competing Permitted Bid is in existence. A Competing Permitted
Bid must satisfy all of the requirements of a Permitted Bid.
Permitted Lock-Up Agreement
A person will not become an Acquiring Person by virtue of
having entered into an agreement (a “Permitted Lock-Up Agreement”) with one or more shareholders whereby such shareholders
agree to deposit or tender Aurizon Shares to a take-over bid (the “Lock-Up Bid”) made by such person, provided that
the agreement meets certain requirements including:
(a) the terms of the agreement are publicly disclosed
and a copy of the agreement is made available to the public not later than the date of the Lock-Up Bid or, if the Lock-Up Bid has
been made prior to the date on which such agreement is entered into, not later than the first business day following the date of
such agreement; and
(b) no break-up fees, top-up fees, penalties, expenses
or other amounts that exceed in aggregate the greater of (A) 2.5% of the price or value of the consideration payable under the
Lock-Up Bid to a locked-up shareholder; and (B) 50% of the amount by which the price or value of the consideration received by
a locked-up shareholder under another take-over bid or transaction exceeds the price or value of the consideration that the locked-up
shareholder would have received under the Lock-Up Bid; shall be payable by the locked-up shareholder if such shareholder fails
to deposit or tender Aurizon Shares to the Lock-Up Bid or withdraws Aurizon Shares previously tendered thereto, in order to deposit
or tender such Aurizon Shares to another take-over bid or support another transaction.
Waiver and Redemption
If a potential offeror does not desire to make a Permitted
Bid, it can negotiate with, and obtain the prior approval of, the Board of Directors to make a take-over bid by way of a take-over
bid circular sent to all holders of Aurizon Shares on terms which the Board of Directors considers fair to all shareholders. In
such circumstances, the Board of Directors may, upon prior written notice to the Rights Agent, waive the application of the Plan
thereby allowing such bid to proceed without dilution to the bidder. Any waiver of the application of the Plan in respect of a
particular take-over bid shall also constitute a waiver of any other take-over bid which is made by means of a take-over bid circular
to all holders of Aurizon Shares while the initial take-over bid is outstanding.
The Board of Directors may also waive the application of
the Plan in respect of a particular Flip-in Event that has occurred through inadvertence, provided that the Acquiring Person that
inadvertently triggered such Flip-in Event reduces its beneficial holdings such that at the time of the waiver of the Board of
Directors such person is no longer an Acquiring Person.
With the prior consent of the holders of Aurizon Shares,
the Board of Directors may, prior to the occurrence of a Flip-in Event that would occur by reason of an acquisition of Aurizon
Shares otherwise than pursuant to the foregoing, waive the application of the Plan to such Flip-in Event.
The Board of Directors may, with the prior consent of the
holders of Aurizon Shares, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of
the then outstanding Rights at a redemption price of $0.000001 per Right. Rights are deemed to be redeemed following termination
of the Plan in accordance with the Agreement or completion of a Permitted Bid, a Competing Permitted Bid or a take-over bid in
respect of which the Board of Directors has waived the application of the Plan.
Aurizon may, with the prior approval of shareholders (or
the holders of Rights if the Separation Time has occurred), amend, vary or delete any of the provisions of the Agreement. Aurizon
may make amendments to the Agreement at any time to correct any clerical or typographical error or, subject to confirmation at
the next meeting of shareholders, make amendments which are required to maintain the validity of the Agreement due to changes in
any applicable legislation, regulations or rules.
Item 2. Exhibits.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: March
11, 2013
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AURIZON MINES
LTD
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By:
/s/Ian
S. Walton
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Name: Ian S. Walton
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Title: Executive Vice President and Chief
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Financial Officer
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