Minera Alamos and Corex GOLD Complete Plan of Arrangement
MINERA ALAMOS AND COREX GOLD COMPLETE PLAN OF ARRANGEMENT
Toronto, Ontario and Vancouver, British Columbia—(Marketwired - April 13, 2018)
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Minera Alamos Inc. (“Minera Alamos” or th e “Company”) (TSX VENTURE:MAI) and Corex Gold
Corporation (“Corex”) (TSX VENTURE:CGE) are pleased to announce the successful completion of the
previously announced business combin ation, pursuant to which Minera Alamos has acquired all of the
outstanding shares of Corex (the “Corex Shares”) by way of a court approv ed plan of arrangement (the
“Arrangement”).
Darren Koningen, CEO of Minera Al amos stated, “When we entered into our strategic partnership with
Osisko Gold Royalties in May 2017 we had a mandate to aggressively expand our project portfolio with
complementary assets that had near term production potential. Corex’s Santana Project was high on our
list and we are delighted to be in a position to move the project towards commercial scale production
while we continue to advance both Guadalupe and La Fortuna. We welcome the additions of Doug
Ramshaw and Chester Millar to our management team in what we expect to be a very busy year for the
combined Company.”
Doug Ramshaw, President of Minera Alamos co mmented, “We are delighted with the near unanimous
support of the Corex shareholders voting for this tr ansformational transaction with Minera Alamos and
look forward to growing the combined Company as it pursues its growth and development strategy in
Mexico. I would also like to thank Craig Schneider, Kevin Puil and the rest of the Corex team, for their
support in regard to this transaction and, more importantly, all of their significant efforts and achievements
that led to the advancement of the Santana Proj ect to the point where we could conclude this
transaction.”
Under the terms of the Arrangement, holders of Core x Shares received 0.95 common shares of Minera
Alamos (“Minera Alamos Shares ”) for each Corex Share held (the “ Exchange Ratio”) resulting in an
aggregate issuance by Minera Alam os of 150,470,662 Minera Alamos Shares in exchange for the
158,390,171 Corex Shares issued and outstanding immediately prior to closing. Outstanding Corex
options (“Corex Options”) will be replaced with 6,935,000 Minera Alamos options in accordance with the
Exchange Ratio and outstanding Corex warrants (“Corex Warrants”) will be exercisable to acquire up to
32,810,910 Minera Alamos Shares in accordance with the Exchange Ratio. The ce rtificates previously
representing Corex options will continue to represen t the replacement option and no new certificates will
be provided.
As part of the Arrangement, Doug Ramshaw, formerly Pr esident, Chief Executive Officer and Director of
Corex has been appointed as President of Minera Al amos and has joined the Minera Alamos board of
directors (the “Minera Alamos Board ”). Chester Millar has also joined the Minera Alamos Board as a
nominee of Corex. Upon completion of the Arra ngement, Borys Chabursky resigned from the Minera
Alamos Board. Minera Alamos would like to thank Mr. Chabursky for his service to Minera Alamos
shareholders and his ongoing support of the Company’s endeavours.
Doug Ramshaw is a senior executive and corporate director with more than 20 years of experience in the
mineral resource sector. His work has focused on mineral project evaluation, M&A, and business
development strategies supporting corporate growth. Mr. Ramshaw previously worked as a mining
analyst for an independent brokerage firm in Lo ndon, U.K., and has served in various executive
capacities for a number of publicly listed junior re source companies. He remains an independent Director
of several companies listed on the TSX Venture Exchange.
Chester Millar serves as an Investment Advisor of H. Morgan & Company. Mr. Millar has vast experience
in executive roles with public mining companies, and has previously been the Chairman of each of
Eldorado Gold Corporation, Glamis Gold Ltd., Alamos Gold Inc. and Castle Gold Corporation. He was
also inducted into the Canadian Mining Hall of Fame. Mr. Millar is a Professional Engineer. He has a
degree in Geological Engineering from University of British Columbia.
Registered shareholders of Corex will receive the Minera Alamos S hares to which they are entitled upon
delivery to AST Trust Company (Canada) (“ AST”) of their respective shar e certificates and completed
letters of transmittal together with other required documents. Shareholders are encouraged to contact
AST at 1-800-387-0825 or [email protected] for further information concerning the exchange
process. The vast majority of shareholders of Co rex are non-registered shareholders. Non-registered
shareholders do not need to deposit share certificat es of letters of transm ittal. The shares will be
converted automatically.
It is anticipated that the Corex Shares will be delisted from the TSX Venture Exchange (“TSXV”) and the
OTCQB and Corex will submit an application to ceas e to be a reporting issuer . Minera Alamos Shares
received by Corex shareholders purs uant to the Arrangement will trad e on the TSXV under the symbol
MAI.
Advisors and Counsel
Minera Alamos retained Haywood Securities Inc. as financial advisor and Gowling WLG as legal advisor.
Corex retained Fort Capital Partners as financial advisor and McCullough O'Connor Irwin LLP as legal
advisor.
About Minera Alamos Inc.
Minera Alamos is an advanced stage exploration and development company. Its growing portfolio of
high-quality Mexican projects includes the La Fortuna open pit gold project in Durango and the
Guadalupe de los Reyes gold/silver project in Si naloa. The Company is well financed to conduct its
planned exploration and development activities and it continues to pursue additional project acquisitions
in Latin America.
About Corex Gold Corporation
Corex has been engaged in the acquisition and exploration of precious metal properties located in
Mexico. Corex’s primary focus has been the exploration and development of its Santana Project in
Sonora, Mexico. Santana Project. The Santana Proj ect is located about a two and a half hour drive
northeast of the City of Obregon, accessible via blacktop road. Obregon has regular air service nonstop
to Hermosillo and Guadalajara. The Santana Project spans an 8,500 hectare land package in the Sierra
Madre Occidental Range in Sonora State, Mexico and is permitted for Corex’s ongoing bulk-sampling and
heap leach studies. The Santana Project is envisioned as an open pit heap leach project with a large
contiguous land package containing numerous exploration targets property-wide.
For Further Information Please Contact:
Minera Alamos Inc.
Darren Koningen Doug Ramshaw
CEO President
Tel: 416-306-0990 Tel: 236-521-0429
Email: [email protected] Email: [email protected]
Website: www.mineraalamos.com
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "Forward ‐Looking Statements" within the meani ng of the United States Private
Securities Litigation Reform Act of 1995 and “forward‐looking information” under applicable Canadian securities laws.
When used in this news release, the words "anticipate", " believe", "estimate", "expect", "target", "plan", "forecast",
"may", “would”, “could”, "schedule" and similar words or expressions, identify forward ‐looking statements or
information. These forward‐looking statements or information relate to, among other things: delisting of Corex Shares
and Corex ceasing to be a reporting issuer; anticipated be nefits of the Arrangement to Minera Alamos, Corex and
their respective shareholders; future mineral production and sales; liquidity, enhanced value and capital markets
profile of Minera Alamos; future exploration and growth potential for Minera Alamos, Corex and their respective
businesses; and development of the Santana property to commercial scale production. In respect of the Forward-
Looking Statements and forward-looking information, the parties have provided such statements in reliance on certain
assumptions that they believe are reasonable at this time , including assumptions as to the ability of the parties to
receive, in a timely manner, the necessary regulatory appr ovals and the ability of Minera Alamos to complete other
acquisitions. Accordingly, readers should not place un due reliance on the Forward-Looking Statements and forward-
looking information contained in this news release.
These statements reflect the parties’ respective current views with respect to future events and are necessarily based
upon a number of other assumptions and estimates that, whil e considered reasonable by the respective parties, are
inherently subject to significant business, economic, compet itive, political and social un certainties and contingencies.
Many factors, both known and unknown, could cause actual results, performance or achievements to be materially
different from the results, performance or achievements that are or may be ex pressed or implied by such forward-
looking statements or forward-looking information and the parties have made assumptions and estimates based on or
related to many of these factors. Such factors incl ude, without limitation: the synergies expected from the
Arrangement not being realized; changes in law; fluctuations in general macro ‐economic conditions; fluctuations in
securities markets and the market price of Minera Alam os’s common shares; availability of necessary future
financing; results of exploration program s; receipt of necessary permitting; economic viability of projects; completion
of studies. Readers are cautioned against attributing undue certainty to forward‐looking statements or forward-looking
information. Although the parties have attempted to identify im portant factors that could cause actual results to differ
materially, there may be other factors that cause results no t to be anticipated, estimated or intended. The parties do
not intend, and do not assume any obligation, to update these forward ‐looking statements or forward-looking
information to reflect changes in assumptions or changes in circumstances or any other events affecting such
statements or information, other than as required by applicable law.