Hecla Mining Company (
) (Hecla) (Company) is pleased to announce that it has entered into a definitive arrangement agreement (Arrangement Agreement) with Aurizon Mines Ltd. (TSX:ARZ) (NYSE:AZK) (Aurizon) pursuant to which Hecla will acquire all of the issued and outstanding common shares of Aurizon in a transaction with a total value of approximately CAD$796 million (the Transaction).
Under the terms of the Transaction, which is similar to a merger with a Hecla subsidiary under U.S. Law, Hecla will acquire all of the outstanding common shares of Aurizon for consideration valued at CAD$4.75 per share. Each holder of Aurizon common shares (Shareholder) may elect to receive either CAD$4.75 in cash (Cash Alternative) or 0.9953 of a Hecla share (Share Alternative), subject in each case to pro-ration based on a maximum cash consideration of CAD$513,631,193 and a maximum number of Hecla shares issued of 57,000,000. Assuming that all Shareholders elected either the Cash Alternative or the Share Alternative, each Shareholder would be entitled to receive CAD$3.11 in cash and 0.34462 of a Hecla share for each Aurizon common share.
Aurizon announced today that its Board of Directors, upon the recommendation of a Special Committee of the Board and after receipt of advice from its financial and legal advisors, has unanimously determined that the Transaction is in the best interests of Aurizon, is fair to shareholders and recommends that shareholders of Aurizon vote in favor of approving the Transaction. In addition, all the directors and senior officers of Aurizon have agreed to vote their shares in favor of the deal.
“We are pleased Aurizon’s Board recommends support of Hecla’s transaction,” said Hecla’s President and Chief Executive Officer, Phillips S. Baker, Jr. “Hecla and Aurizon together create a unique precious metals company with three long-life, high-grade, low-cost mines in some of the best mining jurisdictions in the world. These three properties have in common strong exploration potential on very large and contiguous land positions as well as locations near communities that are supportive to mining. In addition, all three utilize similar mining methods enabling Hecla to leverage the knowledge and experience from each mine across the organization. Hecla’s expertise in operating low-volume, high-value mines complements these assets, resulting in a value-added proposition for Hecla and Aurizon shareholders.”