-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TdKPTJWQRVf7QnWAEe4hLExBD8o2o8BpPdQx7FCLuGilVnTjJ+/6LyGaz0PPaS2u xHGzuxsfXbFcRifa2L+lbw== 0000891020-99-000130.txt : 19990205 0000891020-99-000130.hdr.sgml : 19990205 ACCESSION NUMBER: 0000891020-99-000130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLAMIS GOLD LTD CENTRAL INDEX KEY: 0000782819 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11648 FILM NUMBER: 99521374 BUSINESS ADDRESS: STREET 1: 5190 NEIL ROAD STREET 2: SUITE 310 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7028274600 MAIL ADDRESS: STREET 1: 5190 NEIL ROAD STREET 2: SUITE 310 CITY: RENO STATE: NV ZIP: 89502 8-K 1 CURRENT REPORT DATED JANUARY 25, 1999 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 25, 1999 ------------------------------ GLAMIS GOLD LTD. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) British Columbia, Canada - ------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-31986 (86-689) None - -------------------------- --------------------------------- (Commission File Number) (IRS Employer Identification No.) 5190 Neil Road, Suite 310, Reno, Nevada, 89502 - ------------------------------------------------------------------------------- (Address of principal executive officers) (Zip Code) Registrant's telephone number, including area code (702) 827-4600 ----------------------------- n/a - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Exhibits begin on page 4 Page 1 of 9 Pages 2 -2- ITEM 5: ACQUISITION OF ASSETS By news release dated January 25, 1999, a copy of which is attached hereto as Exhibit 99.1, the Registrant announced that they have entered into an amended agreement with Rayrock Resources Inc. whereby the Registrant will acquire all of the issued and outstanding shares of Rayrock pursuant to a statutory plan of arrangement (the "Arrangement"). Under the terms of the Arrangement, each individual Rayrock shareholder will be entitled to elect to receive, in exchange for each multiple voting and subordinate voting share of Rayrock held, either, (i) 2.4 common shares of Glamis, or (ii) 1.6 common shares of Glamis and Cdn$3.00. The Board of Directors of BlackRock Ventures Ltd. ("BlackRock") has agreed to vote in favour of the Arrangement. Glamis and BlackRock have also agreed that BlackRock will acquire Rayrock's entire shareholding in Magin Energy Inc. ("Magin") in lieu of a portion of the Glamis shares that otherwise are issuable to BlackRock, calculated on the basis of one Magin share for every 0.94 of a share of Glamis. Upon conclusion, BlackRock will own approximately 2.9 million shares of Glamis. The Magin share exchange transaction between Glamis and BlackRock is subject to all necessary regulatory approvals; however, the Arrangement between Glamis and Rayrock is not conditional upon completion of the Magin transaction between Glamis and BlackRock. The Arrangement is subject to a number of usual conditions including the finalization of formal documentation, receipt by each of Glamis and Rayrock of required regulatory and shareholder approvals and approval of the Ontario Court (General Division). ITEM 7: EXHIBITS 10.50 Amending Agreement made between the Registrant and Rayrock Resources Inc. dated January 23, 1999. 99.1 Press release dated January 25, 1999. 3 -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GLAMIS GOLD LTD. --------------------------------------- (Registrant) January 25, 1999 "Daniel J. Forbush" --------------------------------------- DANIEL J. FORBUSH Chief Financial Officer, Treasurer and Secretary EX-10.50 2 AMENDING AGREEMENT WITH RAYROCK RESOURCES INC. 1 -4- EXHIBIT 10.50 AMENDING AGREEMENT THIS AGREEMENT made as of this 23rd day of January, 1999 BETWEEN: GLAMIS GOLD LTD., 5190 Neil Road, Suite 310, Reno, Nevada, 89502 ("Glamis") OF THE FIRST PART AND: RAYROCK RESOURCES INC., 30 Soudan Avenue, Suite 500, Toronto, Ontario, M4S 1V6 ("Rayrock") OF THE SECOND PART WHEREAS: (A) Glamis and Rayrock entered into a letter agreement dated November 19, 1998 (the "Letter Agreement") providing for the acquisition of all of the outstanding shares of Rayrock by Glamis through a statutory plan of arrangement (the "Glamis Arrangement"); (B) Rayrock advised Glamis on January 11, 1999 that it had received a proposal (the "Viceroy Proposal") for an arrangement with Viceroy Resource Corporation ("Viceroy") and that the Board of Directors of Rayrock had determined to support the Viceroy Proposal and to support no longer the Glamis Arrangement; (C) Glamis has proposed changes to the terms of the Glamis Arrangement (the "Amended Glamis Proposal") and has provided to Rayrock copies of firm commitments from the holders of approximately 34.7% of the outstanding Subordinate Voting Shares of Rayrock to vote in favour of the Amended Glamis Proposal and copies of letters from Rayrock shareholders (including those who have signed firm commitments) holding 62.6% of the Subordinate Voting Shares expressing support for the Amended Glamis Proposal in preference to the Viceroy Proposal; 2 -5- (D) Glamis has represented, and hereby represents, to Rayrock that Glamis has made adequate arrangements to enable it to meet its obligations to make cash payments to Rayrock shareholders pursuant to the terms of the Amended Glamis Proposal; and (E) Rayrock having received the Amended Glamis Proposal and the Board of Directors of Rayrock (having consulted Rayrock's financial and legal advisers) having determined in the circumstances that the Amended Glamis Proposal, if completed in accordance with its terms. would result in a transaction more favourable to the shareholders of Rayrock than the Viceroy Proposal, Rayrock is willing to accept the Amended Glamis Proposal and to thereby terminate its support of and participation in the Viceroy Proposal. THIS AGREEMENT WITNESSES that the parties mutually agree as follows: Rayrock shall immediately give notice to Viceroy that it is terminating its participation in the Viceroy Proposal and that the Board of Directors of Rayrock has determined to support the Amended Glamis Proposal. Glamis acknowledges that it has been informed by Rayrock that upon taking such action Rayrock will become obligated to pay to Viceroy a `break up" fee in the amount of Cdn$2 million and further acknowledges that Rayrock's obligation to pay such fee and the payment of such fee will not result in a material adverse change in the affairs of Rayrock for purposes of, or result in a breach by Rayrock of any term of, or give rise to any right of Glamis to terminate or not to fulfil its obligations under, the Letter Agreement as hereby amended. The parties agree that the Letter Agreement is hereby amended as follows: In paragraph 3 of the Letter Agreement, "2.2 Glamis Shares" referred to in subparagraph (a) is amended to read "2.4 Glamis Shares" and "1.5 Glamis Shares" referred to in subparagraph (b) is amended to read "1.6 Glamis Shares"; Paragraph 4 of the Letter Agreement is hereby deleted, thereby removing the cash cap pertaining to the Cash/Share Exchange Rate, and is replaced by the following: "As part of the Arrangement, BlackRock Ventures Inc. ("BlackRock") will receive, subject to receipt of all necessary regulatory and shareholder approvals (collectively, the "BlackRock Share Exchange Approvals"), in lieu of a portion of the number of Glamis Shares that it would otherwise be entitled to receive under the Arrangement, all of the common shares of Magin Energy Inc. ("Magin Shares") owned by Rayrock on the effective date of the Arrangement on the basis of 0.94 of a Glamis Share for each Magin Share; provided, however, that if the BlackRock Share Exchange Approvals are not received on or prior to the effective 3 -6- date of the Arrangement, BlackRock shall accept, in consideration for its Rayrock shares, cash and Glamis Shares on the basis of the Cash/Share Exchange Rate." The value to be placed on a whole Glamis Share for the purposes of paragraph 5 of the Letter Agreement is to be Cdn$3.75; In paragraph 6 of the Letter Agreement, subparagraph (f) is amended to delete "All Share Exchange Rate" and replace that phrase with "Cash/Share Exchange Rate" wherever it appears; Subparagraph 11(g) of the Letter Agreement is hereby deleted on the basis that separate class votes are required under the Ontario Business Corporations Act; Paragraph 17 of the Letter Agreement is hereby amended by replacing the reference therein to February 26, 1999 by a reference to February 28, 1999; and Paragraph 18 of the Letter Agreement is hereby deleted. Rayrock agrees to proceed to complete the Notice of Meeting, Information Circular and other material for a special meeting of its shareholders, which will be held on February 23, 1999, and to obtain a court order with respect to the Amended Glamis Proposal and the special meeting of shareholders of Rayrock expeditiously in order to meet the mailing deadline described in paragraph 4. Rayrock will proceed to have material for its special meeting of shareholders printed and mailed to shareholders no later than 25 days prior to February 23, 1999, the date of that meeting. The Letter Agreement, as amended by this Amending Agreement, constitutes, together with the Confidentiality Agreement previously entered into between the parties, the entire agreement between the parties and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof Rayrock agrees that it will not enter into or support any other transaction in preference to the Amended Glamis Proposal unless the Board of Directors of Rayrock (after consulting its financial advisers) has determined, acting in good faith, that such other transaction, if completed in accordance with its terms, would be more favourable to the holders of Rayrock Shares than the Amended Glamis Proposal, provided that such other transaction contains a cash component of at least Cdn$3.25 per share. In all other respects the Letter Agreement remains in full force and effect, unamended, provided however, that if there is any inconsistency between the terms of the Letter Agreement as hereby 4 -7- amended and the Arrangement Agreement, the terms of the Arrangement Agreement shall prevail. This Amending Agreement may be executed in two counterparts, each of which when delivered (whether in originally executed form or by facsimile transmission) shall be deemed to be an original and both of which together shall constitute one and the same document. IN WITNESS WHEREOF this Agreement has been signed, sealed and delivered by the parties hereto as of the date first above written. GLAMIS GOLD LTD. Per: "C. Kevin McArthur" --------------------------- Authorized Signatory Per: "D.J. Forbush" --------------------------- Authorized Signatory RAYROCK RESOURCES INC. Per: "John W.W. Hick" --------------------------- Authorized Signatory Per: "James E. Askew" --------------------------- Authorized Signatory EX-99.1 3 PRESS RELEASE DATED JANUARY 25, 1999 1 -8- EXHIBIT 99.1 GLAMIS GOLD LTD. RAYROCK RESOURCES INC. BLACKROCK VENTURES INC. Trading symbols: TSE & NYSE - GLG TSE - RAY TSE - BVI January 25, 1999 JOINT NEWS RELEASE For immediate release GLAMIS AND RAYROCK AGREE TO NEW PLAN OF ARRANGEMENT January 25, 1999, Reno, Nevada & Toronto, Ontario -- Glamis Gold Ltd. (NYSE & TSE: GLG) and Rayrock Resources Inc. (TSE: RAY) today announced they have entered into a new agreement whereby Glamis will acquire all of the issued and outstanding shares of Rayrock pursuant to a statutory plan of arrangement (the "Arrangement"). Under the terms of the Arrangement, each individual Rayrock shareholder will be entitled to elect to receive, in exchange for each multiple voting and subordinate voting share of Rayrock held, either (i) 2.4 common shares of Glamis or (ii) 1.6 common shares of Glamis and CDN$3.00. The Arrangement is subject to a number of usual conditions (including the finalization of formal documentation, receipt by each of Glamis and Rayrock of required regulatory and shareholder approvals and approval of the Ontario Court of Justice). Glamis declared it has received signed "lock up" letters representing over 34% of the subordinate voting shares in favor of the Glamis proposal. The lock up would be released upon receipt of a superior proposal exceeding CDN$8.25 per share (including cash of at least CDN$3.00 per share). Rayrock has agreed to support the Arrangement. If Rayrock does not complete the Arrangement with Glamis, Rayrock will pay a CDN$2 million fee to Glamis. The Board of Directors of BlackRock Ventures Inc. (TSE: BVI) ("BlackRock") has agreed to vote in favor of the Arrangement. Glamis and BlackRock have also agreed that BlackRock will acquire Rayrock's entire shareholding in Magin Energy Inc. ("Magin") in lieu of a portion of the Glamis shares that otherwise are issuable to BlackRock, calculated on the basis of one Magin share for every 0.94 of a share of Glamis. Upon conclusion BlackRock will own approximately 2.9 million shares of Glamis. The Magin share exchange transaction between Glamis and BlackRock is subject to all necessary regulatory approvals; however, the Arrangement between Glamis and Rayrock is not conditional upon completion of the Magin transaction between Glamis and BlackRock. 2 -9- Rayrock has terminated the agreement previously entered into with Viceroy Resource Corporation which will be entitled to a break-up fee of CDN$2 million as a result of this termination. Rayrock's assets include interests in the Marigold, Daisy and Dee operating gold mines in Nevada, a 100% interest in the Ivan copper mine and nearby Sierra Valenzuela property in Chile, a significant cash position, realizable investments, and 45.9% and 10.8% interests in BlackRock and Magin, respectively. The Rayrock shareholders' meeting scheduled for February 23, 1999 will consider the Arrangement with Glamis. Glamis is a low-cost, growth-oriented gold mining company engaged in the open pit mining and extraction of precious metals by the heap leach process. FOR FURTHER INFORMATION CONTACT: C. Kevin McArthur James E. Askew, President & CEO President & CEO Glamis Gold Ltd. Rayrock Resources Inc. 5190 Neil Road, Suite 310 30 Soudan Avenue #500 Reno, NV 89502 Toronto, ON M4S 1V6 Tel: (702) 827-3600 ext. 103 Tel: (416) 489-0022 Fax: (702) 827-5044 Fax: (416) 489-0096 info@glamis.com C. Bruce Burton, President & CFO BlackRock Ventures Inc. 30 Soudan Avenue #500 Toronto, ON M4S 1V6 Tel: (416) 489-0022 Fax: (416) 489-0096 -----END PRIVACY-ENHANCED MESSAGE-----