Alamos/Esperanza -- summary under Shares for Cash and Warrants

Summary Under
Tax Topics - Public Transactions - Mergers & Acquisitions - Mergers (mostly Plans of Arrangement) - Shares for Cash and Warrants
Subsidiary of Alamos acquires Esperanza for cash and out-of-the-money warrants
Overview

All the shares of Esperanza, which is a B.C. company listed on the TSX-V and quoted on the OTCQX and holding a Mexican subsidiary, are to be acquired under a B.C. plan of arrangement by Subco, which is a wholly-owned B.C. subsidiary of Alamos, which is a B.C. company listed on the TSX and NYSE, in consideration for cash of $0.85 per share plus 0.0625 of a warrant expiring on May 24, 2017 to acquire an Alamos share at an exercise price of $29.48 (an "Alamos Warrant") – approximately double the current trading price of an Alamos share. The estimated value of this consideration represents an estimated premium of 52%.

For another example of warrant consideration, see Coeur d'Alene offer (Coeur d'Alene acquisition of Orko for cashless exercise warrants, and cash or shares).

U.S. Securities law

The Alamos Warrant will be issued in reliance on the s. 3(a)(10) exemption. The solicitation of proxies made pursuant to the Circular is not subject to the requirements of s. 14(a) of the U.S. Exchange Act by virtue of Esperanza being a foreign private issuer.

Break fee

$500,000.

Plan of Arrangement

Under the Plan of Arrangement:

  • all outstanding in-of-the-money options to acquire Esperanza shares will be surrendered on the basis of the option holder receiving , for each in Esperanza share subject to the option (i) a cash payment equal to the amount by which $0.85 exceeds the applicable exercise price, and (ii) 0.0625 of an Alamos Warrant
  • all outstanding out-of-the-money options to acquire Esperanza shares will be cancelled
  • Esperanza shares of dissenters will be transferred to Subco for their fair value
  • each outstanding Esperanza share will be transferred to Subco for cash of $0.85 and 0.0625 of an Alamos Warrant
  • each outstanding Esperanza Warrant will be exchanged of 0.15 of an Alamos Warrant
  • each outstanding Esperanza RSU will be redeemed for the equivalent number of Esperanza shares, which will be transferred to Subco for cash of $0.85 and 0.0625 of an Alamos Warrant

Application has been made to list the Alamos Warrants on the TSX

Canadian tax consequences

The exchange will occur on a non-rollover basis. Standard taxable Canadian property disclosure for non-residents.

U.S. tax consequences

Exchange. The arrangement generally will be a fully taxable event to a U.S. Holder.

PFIC rules

Esperanza believes that it will be a PFIC for its current taxable year and that it was a PFIC for certain prior taxable years. If a U.S. Holder disposes of Esperanza Shares under the arrangement that were held by the U.S. Holder directly or indirectly at any time that Esperanza was a PFIC and the U.S. Holder has not made either a QEF Election or a Mark-to-Market Election, the gain the U.S. Holder recognizes will be taxed under the "excess distribution" regime. Esperanza has not, and will not, provide a PFIC Annual Information Statement, so that no QEF Election is available.

Alamos Warrants

A U.S. Holder generally will not recognize gain or loss on the exercise of an Alamos Warrant. On the lapse or expiration of an Alamos Warrant, a loss will be recognized in an amount equal to the U.S. Holder's tax basis in the Alamos Warrant. Under Code s. 305, an adjustment to the number of Alamos shares that will be issued on the exercise of the Alamos Warrants, or an adjustment to the exercise price of the Alamos Warrants, may be treated as a constructive distribution to a U.S. Holder of the Alamos Warrants if, and to the extent that, such adjustment has the effect of increasing such U.S. Holder's proportionate interest in the "earnings and profits" or assets of Alamos, depending on the circumstances of such adjustment (for example, if the adjustment is to compensate for a distribution of cash or other property to shareholders).

Taxation of distributions

As Alamos does not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, each U.S. Holder should assume that any distribution by Alamos with respect to the Alamos Warrant Shares will constitute ordinary dividend income.