AZK Aurizon Mines, Ltd. Ordinary Shares (Canada)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)

OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 18)

AURIZON MINES LTD.

(Name of Subject Company (Issuer))

ALAMOS GOLD INC.

(Names of Filing Persons (Offerors))

Common Shares

(Title of Class of Securities)

05155P106

(CUSIP Number of Class of Securities)

Matthew Howorth

Alamos Gold Inc.

130 Adelaide Street West, Suite 2200

Toronto, Ontario, Canada

M5H 3P5

(416) 368-9932

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Torys LLP

1114 Avenue of the Americas

23rd Floor

New York, New York 10036

Attention: Mile T. Kurta

(212) 880-6000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Check the appropriate boxes below to designate any transactions to which the statement relates:

This Amendment No. 18 (this “Amendment No. 18”) amends and supplements the Tender Offer Statement on Schedule TO filed on January 14, 2013 (as amended, the “Schedule TO”) by Alamos Gold Inc., a corporation existing under the laws of British Columbia (“Alamos”).

The Schedule TO relates to the offer to purchase (the “Offer”) by Alamos for all of the issued and outstanding common shares (the “Common Shares”) of Aurizon Mines Ltd. (assuming full conversion of all outstanding convertible and exercisable securities for Common Shares), other than any Common Shares owned directly or indirectly by Alamos and its affiliates. The Offer is subject to the terms and conditions set forth in Alamos’ Offer and Circular dated January 14, 2013 (the “Offer and Circular”), a copy of which was filed as Exhibit (a)(1)(i) to the Schedule TO, as amended by the Notice of Extension and Variation dated February 19, 2013 (the “First Notice of Extension and Variation”), a copy of which was filed Exhibit (a)(1)(xii) to Amendment No. 10 to the Schedule TO, and as further amended by the Notice of Extension and Variation dated March 6, 2013 (the “Second Notice of Extension and Variation”), a copy of which was filed as Exhibit (a)(1)(xv) to Amendment No. 14 to the Schedule TO.

The information set forth in the Offer and Circular, the First Notice of Extension and Variation, the Second Notice of Extension and Variation, the Letter of Transmittal and the Notice of Guaranteed Delivery, including all schedules, exhibits and annexes thereto, is hereby expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, the Schedule TO, and is supplemented by the information specifically provided herein.

Except as specifically provided herein, this Amendment No. 18 does not modify any of the information previously reported on the Schedule TO.

Item 4.        Terms of the Transaction.

On March 20, 2013, Alamos issued a press release announcing that (i) it would not extend the Offer because the condition to the Offer set forth in Section 4(b)(viii) (the “Condition”) of the Offer and Circular was not satisfied prior to the expiration of the Offer; and (ii) it would not take up any Common Shares tendered to the Offer. The Condition stipulated that Alamos shall have the right to withdraw or terminate the Offer and not take up and pay for any Common Shares deposited under the Offer, or to extend the period of time during which the Offer is open for acceptance and postpone taking up and paying for any Common Shares deposited under the Offer, if at or prior to the Expiry Time (as defined in the Circular) neither Aurizon nor any of its entities (as defined in the Circular) shall have, on or after January 11, 2013, taken any action, or authorized, recommended, proposed or announced the intention to take any action, having the effect of impairing the ability of Alamos to acquire Aurizon, otherwise diminishing the expected economic value to Alamos of the acquisition of Aurizon or making it inadvisable, in Alamos’ reasonable judgment, for Alamos to proceed with the Offer and/or with the taking up and paying for Common Shares under the Offer, including any action or event related to any take-over bid (other than the Offer), merger, amalgamation, statutory arrangement, recapitalization, business combination, share exchange, material joint venture or similar transaction involving Aurizon or any of its entities.

On March 3, 2013, Aurizon announced that it had entered into an arrangement agreement (the “Arrangement Agreement”) with 0963708 B.C. LTD. (“Acquireco”), a wholly owned subsidiary of Hecla Mining Company (“Hecla”), pursuant to which Aurizon, Acquireco and Hecla agreed to effect a combination of their respective businesses through an arrangement effected under the Business Corporations Act (British Columbia) on the terms and subject to the conditions set out in the Arrangement Agreement. Pursuant to the terms of the Arrangement Agreement, Aurizon was obligated to pay Hecla a termination fee of C$27,200,000 (the “Break Fee”) upon the occurrence of certain events.

On March 12, 2013, Alamos filed an application (the “Application”) with the British Columbia Securities Commission (the “BCSC”) seeking an order to prevent payment of the Break Fee. On March 18, 2013, the BCSC rejected the Application. Therefore, Alamos believes that the Condition was not satisfied due to the Break Fee.

Alamos continues to review and monitor its options and alternatives with respect to its ownership of Common Shares in light of all relevant factors from time to time, including general market conditions, prevailing market prices for the Common Shares, the business and prospects of Aurizon and alternative investment opportunities available to Alamos. In light of prevailing factors, Alamos currently intends to explore opportunities to dispose of all or a portion of the Common Shares owned by it in the open market, through negotiated or private transactions or otherwise, in each case on such terms and at such times as Alamos may deem advisable. In the future, as a result of such review and monitoring and relevant factors that may prevail from time to time, Alamos may cease its exploration of opportunities to dispose of Common Shares, terminate or temporarily suspend any sales activities in which it is engaged or may acquire additional Common Shares or dispose of Common Shares or at any time and from time to time, in each case in the open market, through negotiated or private transactions or otherwise, and in each case on such terms and at such times as Alamos may deem advisable.

Item 6.        Purposes of the Transaction and Plans or Proposals.

See Item 4. above.

Item 11.        Additional Information.

See Item 4. above.

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Item 12.          Exhibits.

Item 12 of the Schedule TO is amended and supplemented by adding the following:

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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INDEX TO EXHIBITS

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Grafico Azioni Aurizon Mines (AMEX:AZK)
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Da Mag 2024 a Giu 2024

Grafico Azioni Aurizon Mines (AMEX:AZK)
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Da Giu 2023 a Giu 2024