Securities Exchange Act of 1934
Alamos Gold, Inc. (“Alamos”) exchange offer for all outstanding shares of Aurizon Mines Ltd. (“Aurizon”)
Via Facsimile at 212-682-0200 and U.S. Mail
Mile T. Kurta
1114 Avenue of the Americas
New York, New York 10036-7703
Dear Mr. Kurta:
We are responding to your letter dated March 5, 2013 to Michele M. Anderson and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence and the accompanying letter from Canadian counsel. Unless otherwise noted, all capitalized terms in this letter have the same meaning as in your letter of March 5, 2013.
On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from:
The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated March 5, 2013 and the accompanying letter from Canadian counsel of the same date and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation
Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.
For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,
Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
These letters are in Acrobat format.
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