Alexis Minerals Corporation
TSX : AMC

Alexis Minerals Corporation
Garson Gold Corp.
TSX VENTURE : GG

Garson Gold Corp.

November 13, 2009 13:18 ET

Alexis Minerals and Garson Gold Corp Advise Mailing of Takeover Bid Circular to Garson Gold Corp Shareholders

TORONTO, ONTARIO and VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 13, 2009) -  

NOT FOR ISSUE IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

ALEXIS MINERALS CORPORATION (TSX:AMC) ("Alexis") and GARSON GOLD CORP. (TSX VENTURE:GG) ("Garson") jointly announced today that Garson shareholders have been mailed a circular containing the terms of the previously announced offer to acquire all of Garson's shares in a friendly transaction (the 'Offer'). The board of directors of Garson has unanimously determined that the Offer is fair to Garson shareholders (other than Alexis and its associates and affiliates) and in the best interest of Garson, and unanimously recommends that Garson shareholders accept the Offer and deposit their Garson common shares under the Offer.

Full details of the Offer are contained in the formal offer and take-over bid circular that has been filed with the applicable Canadian securities regulatory authorities, and shareholders of Garson are urged to read the document and to consider the important information contained therein. Electronic copies of the offer and take-over bid circular, the related letter of transmittal, and other relevant documentation may be obtained under the profile of Garson at www.sedar.com. The Offer is open for acceptance until 5:00 p.m. (Eastern Time) on December 18, 2009.

Benefits of and Reasons to Accept the Offer and Plans for Garson Gold
The purpose of the Offer is to enable Alexis to acquire all of the outstanding Common Shares.

Shareholders are urged to consider the following factors and significant benefits in making their decision whether to accept the Offer:

  • Significant Premium - The Offer represents a premium of approximately 41.9% over the October 19, 2009 closing price of the Common Shares on the TSXV of $0.095, based on a closing price of $0.465 per Alexis Common Share on the TSX on that same date, which was the last trading day prior to Alexis' announcement of its intention to make an Offer. The Offer also represents a premium of approximately 79.5% based on the respective volume weighted average trading prices of Alexis and Garson for the 20 trading days ended October 19, 2009.

  • Fairness Opinion – The Garson Special Committee has received the Fairness Opinion from Haywood Securities Inc. that as of the date of the Fairness Opinion and subject to the assumptions, limitations and explanations contained therein, the consideration to be received by the Shareholders other than Alexis and its affiliates or associates, pursuant to the Offer was fair, from a financial point of view, to such Shareholders.

  • Unanimous Recommendation of the Board of Directors – The Board of Directors of Garson has unanimously approved and recommended that Shareholders accept the Offer.

  • Benefits of Combined Production - Alexis' acquisition of Garson would represent a key step towards Alexis becoming a mid-tier gold producer. Alexis forecasts that at full production its Lac Herbin and Lac Pelletier gold properties will produce approximately 75,000 to 80,000 ounces of gold. Garson has a preliminary assessment that estimates potential production from No. 3 Zone at New Britannia gold mine to be approximately 40,000 ounces per year. In addition, historic production at the New Britannia gold mine exceeded 100,000 ounces of gold per year, as recently as 2002. The production estimates at the Garson projects are preliminary in nature and have not been subject to feasibility studies. See "Forward Looking Information".

  • Valuation ConsiderationsAlexis, if combined with Garson, may realize a valuation re-rating as it develops its production profile based on the portfolio of properties held by Alexis and Garson.

  • Complementary Geopolitically Attractive Regions - The properties of Alexis, including the properties of Garson, will be in mining friendly, stable, geopolitically attractive regions of the world. Alexis' current properties are in the Province of Quebec. Garson's principal property, the New Britannia mine, is in the Province of Manitoba.

  • Continued Exposure to Properties - Shareholders will continue to enjoy exposure to the upside potential of the Garson properties as they are advanced to production and through continued exploration, together with exposure to Alexis' gold and base metal exploration properties in the Val d'Or and Rouyn-Noranda regions in the Province of Quebec.

  • Experienced Management Team - Shareholders will benefit from the experience and track record of Alexis' management, which have a proven history of successful exploration, development, construction, and production in Canada. Their skills and experience will be used to explore, develop and resume production at the New Britannia Mine.

  • Benefits of a Larger Asset Base - Shareholders will benefit from a larger asset base with established production and cash flow generation. This may reduce the risk associated with an investment in Garson by improving the ability to finance and the potential for cash flow reinvestment.

  • Enhanced Liquidity – The Alexis Common Shares are listed on the TSX and, upon completion of the Offer, Alexis should have more trading liquidity due to the larger number of Alexis Common Shares outstanding, the larger shareholder base and the increased profile.

  • Support of Shareholders – All of the directors and officers of Garson have entered into the Lock-up Agreement pursuant to which they have agreed to validly deposit all Common Shares held by them, representing approximately 3.05% of the Common Shares, subject to the terms and conditions of such agreements, to the Offer. In addition, the Offer has the support of Kinross Gold Corporation, who holds approximately 7.7% of the Common Shares.

The Offer is conditional upon, among other things, there having been validly deposited under the Offer and not withdrawn at the Expiry Time such number of Common Shares that together with the Common Shares beneficially owned by Alexis, or over which Alexis and its joint actors exercise control or direction, constitutes at least 66 2/3% of the total number of Common Shares outstanding. This condition and the other conditions of the Offer are described in the take over bid circular.

Alexis Shareholder Approval Not Required

The TSX has conditionally approved the listing of Alexis Common Shares proposed to be issued in connection with the Offer and confirmed that Alexis shareholder approval is not required, following a thorough review of a detailed application submitted by Alexis.

About Alexis Minerals Corporation

Alexis Minerals Corporation is a Canadian mining company listed on the Toronto Stock Exchange (symbol "AMC"). In Quebec, Alexis owns one producing gold mine in Val d'Or and is exploring and bulk sampling a second Mine in the Rouyn-Noranda area. Alexis expects to earn a 100% interest in the Lac Pelletier gold property in Rouyn-Noranda in 2010 upon a positive feasibility study. Alexis undertakes exploration in the mineral rich Val d'Or (100% ownership of 212 sq. km.) and Rouyn-Noranda Mining Camps (50% ownership of 785 sq.km and in joint venture with Xstrata Copper). Further information about Alexis Minerals can be found at its website: www.alexisminerals.com.

About Garson Gold Corp.

Garson Gold holds a 100% interest in The New Britannia Gold Mine (NBM) Project in Snow Lake Manitoba and the Copper Prince and the McMillan Gold Mine properties located in Ontario. Garson's flagship project is the NBM, which covers approximately 4,840 hectares and hosts the historic New Britannia Gold Mine which operated from 1949 to 1958 and again from 1995 to 2005 and produced approximately 1.44 million ounces of gold. The resource estimate at the NBM property, audited by Micon International Ltd. in accordance with CIM classifications pursuant to National Instrument 43-101, is available for viewing on SEDAR (www.sedar.com) and www.garsongold.ca. Infrastructure at the New Britannia Gold Mine includes a fully-permitted 2,150 tonne per day modern mill and tailings facility, and associated plant, and equipment.

For Further Information Please Contact

Shareholders should contact the Information Agent, Kingsdale Shareholder Services (at 1-866-481-2532), for assistance in accepting the Offer and in depositing Common Shares. Garson Common Shares should be deposited under the Offer into the depositary, being Equity Transfer & Trust Company. Shareholders whose Common Shares are registered in the name of an investment advisor, stock broker, bank, trust company or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such Common Shares under the Offer.

Forward-Looking Information

This document contains certain "forward-looking information" under applicable securities laws concerning the proposed transaction and the business, operations and financial performance and condition of the combined company, Alexis and Garson Gold. Forward-looking information includes, but is not limited to, statements with respect to estimated production and mine life of the various mineral projects of Alexis and Garson Gold; synergies and financial impact of completed or proposed acquisitions; the benefits of the acquisitions and the development potential of the properties of Alexis and Garson Gold; the future price of gold; the estimation of mineral reserves and resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; success of exploration activities; and currency exchange rate fluctuations. Forward-looking information may be characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Assumptions upon which such forward-looking information is based include Alexis' ability to successfully complete the Alexis offer for Garson Gold; the successful completion of new development projects, planned expansions or other projects within the timelines anticipated and at anticipated production levels; the accuracy of mineral reserve and resource estimates, grades, mine life and cash cost estimates; whether mineral resources can be developed; title to mineral properties; financing requirements; and general economic conditions. Many of these assumptions are based on factors and events that are not within the control of Alexis and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information includes changes in market conditions, variations in ore grade or recovery rates, fluctuating metal prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, failure of plant, equipment or processes to operate as anticipated, the business of the companies not being integrated successfully or such integration proving more difficult, time consuming or costly than expected as well as those risk factors discussed or referred to in the annual Management's Discussion and Analysis and Annual Information Form for each of Alexis and Garson Gold, as applicable, filed with the securities regulatory authorities in Canada and available at www.sedar.com. Although Alexis has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Alexis undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking information to the extent they involve estimates of the mineralization that will be encountered if the property is developed. Comparative market information is as of a date prior to the date of this document.

Important Notice

This document does not constitute an offer to buy or an invitation to sell, any of the securities of Alexis or Garson Gold. Such an offer may only be made pursuant to a registration statement and prospectus filed with the U.S. Securities and Exchange Commission and an offer to purchase and circular filed with Canadian securities regulatory authorities. Investors and security holders are urged to read the offer and take-over bid circular, if any, and any other relevant documents filed with the SEC and Canadian securities regulators, regarding the proposed business combination transaction because they contain important information. Investors may obtain a free copy of the offer and take-over bid circular and other documents filed by Alexis on SEDAR or on Alexis' website at www.alexisminerals.com or by directing a request to Alexis' investor relations department. The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Cautionary Note to U.S. Investors Concerning Estimates of Measured, Indicated and Inferred Resources

This presentation uses the terms "Measured, "Indicated" and "Inferred" Resources. U.S. investors are advised that while such terms are recognized and required by Canadian regulations, the Securities and Exchange Commission does not recognize them. "Inferred Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Resources may not form the basis of feasibility or other economic studies. U.S. investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

National Instrument 43-101

David Rigg, the President and CEO of Alexis and a Qualified Person under NI 43-101, has read and approved the scientific and technical information in this document. Jamie Lavigne, P. Geo., Vice President Exploration for Garson Gold Corp. and Qualified Person under NI 43-101 has read and approved the technical information in this document. This presentation contains information relating to a preliminary assessment that includes Inferred mineral resources which are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the preliminary assessment will be realized. See Garson Gold press release of April 28, 2009 for a description of the qualifications and assumptions relating to the preliminary assessment.

Contact Information

  • Alexis Minerals Corporation
    David Rigg
    President and CEO
    (416) 861-5889
    (416) 861-8165 (FAX)
    or
    Alexis Minerals Corporation
    Bruce Barch
    VP Investor and Corporate Affairs
    (416) 861-5905
    (416) 861-8165 (FAX)
    bruce.barch@alexisminerals.ca
    or
    Alexis Minerals Corporation
    Louis Baribeau
    Relationniste
    (514) 667-2304
    lb@decorporateconsultants.ca
    or
    Garson Gold Corp.
    David Tafel
    CEO and Director
    (604) 484-2161 x223
    (604) 683-8544 (FAX)
    or
    Garson Gold Corp.
    Julie Lassonde
    President
    (647) 302-7851 (FAX)
    or
    Garson Gold Corp.
    Michelle Hohn
    VP Corporate Communications
    (604) 484-2161 x226
    (604) 683-8544 (FAX)
    mhohn@garsongold.ca