Aurizon Takes Steps To "Ensure Equal Treatment of All Shareholders"

The Board of Directors of Aurizon Mines Ltd. (ARZ.TO) announced today that it has adopted a new shareholder rights plan.

It said: "The purpose of the New Rights Plan is to ensure equal treatment for all shareholders in connection with any transaction to acquire control of Aurizon. Concerns regarding potential unequal treatment of Aurizon shareholders have arisen because of the March 6, 2013 waiver by Alamos Gold Inc. (AGI.TO, AGI) of the 66.66% minimum tender condition to its unsolicited take-over bid. Of particular concern to Aurizon's Board of Directors are Alamos' public statements that it has waived its minimum tender condition and anticipates acquiring a sufficient number of additional shares of Aurizon to defeat the arrangement transaction with Hecla. In an interview given to Business News Network on March 5, 2013, John McCluskey, the President and CEO of Alamos said "We extended our offer in order to take up the maximum number of shares that we can in order to block that arrangement from going through." Based on these public statements by Alamos, Alamos is attempting to deprive Aurizon's shareholders of the opportunity to consider and choose any transaction other than the Alamos bid. The Board of Directors of Aurizon concluded that there is a substantial risk that Aurizon shareholders may be coerced into tendering to the financially inferior offer by Alamos in order to avoid being left as minority shareholders in a company controlled by Alamos.

George Brack, Chairman of the Special Committee of the Board of Directors said, "The changes to Alamos' bid and public statements of their intent make it clear that Alamos simply wants to impede shareholder choice by denying Aurizon's shareholders any opportunity to consider other transactions such as the Hecla arrangement. The New Rights Plan does not prevent Alamos or any other party from making a better offer. It simply ensures that Aurizon's shareholders will have an opportunity to make a choice."

The New Rights Plan will terminate on the earliest of (a) the date that is two Business Days after the meeting of Aurizon shareholders to approve the Arrangement; (b) the date that more than 50% of the outstanding common shares held by shareholders (other than the bidder and its affiliates) have been deposited or tendered to a bid and not withdrawn; (c) the date that is two Business Days after the Arrangement Agreement is terminated in accordance with its terms; and (d) June 30, 2013.

"The net effect is that unless more than 50% of the Aurizon shares (excluding shares held by Alamos) are tendered to the Alamos Bid, the New Rights Plan will remain in place until the Aurizon shareholders have had an opportunity to vote on the Arrangement or until the Arrangement has been terminated for any reason, including in the event that Aurizon receives a superior proposal that is not matched by Hecla in accordance with the terms of the Arrangement."

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The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.

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