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. 8)
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:
Torys LLP 1114 Avenue of the Americas 23rd Floor New York, New York 10036 (212) 880-6000 |
Torys LLP 79 Wellington Street West, Suite 3000 Box 270, TD Centre Toronto, Ontario M5K 1N2 Attention: Kevin M. Morris |
This Amendment No. 8 (this “Amendment No. 8”) 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.
The information set forth in the Offer and Circular, 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. 8 does not modify any of the information previously reported on the Schedule TO.
Item 4. Terms of the Transaction.
The section entitled “4. Conditions of the Offer” in the Offer and Circular is hereby amended to include the following paragraph after the first paragraph on page 12 of the Offer and Circular:
“On January 23, 2012, Aurizon issued a directors’ circular (the “Directors’ Circular”) in response to the Offer which recommended that Shareholders reject the Offer and not tender their Common Shares to the Offer. In response to the Offer, the Aurizon Board also adopted a shareholder rights plan (the “Shareholder Rights Plan”). Alamos does not deem condition (b) above to have been triggered by Aurizon’s rejection of the Offer pursuant to the Director’s Circular or by Aurizon’s adoption of the Shareholder Rights Plan.”
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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.
ALAMOS GOLD INC. | ||||
By: | /s/ Matthew Howorth | |||
Name: Matthew Howorth | ||||
Title: Vice-President, Legal | ||||
Dated: February 15, 2013 |
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