Aurizon Mines (AZK) Adopts 'Poison Pill' Provision

February 12, 2013 7:32 AM EST
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The Board of Directors of Aurizon Mines Ltd. (AMEX: AZK) announced that the British Columbia Securities Commission (the "BCSC") will hold a hearing on February 18, 2013 in response to an application made by Alamos Gold Inc. ("Alamos") for an order to cease trade Aurizon's shareholder rights plan (the "Rights Plan"). The Rights Plan was adopted by Aurizon on January 22, 2013.

Aurizon is preparing submissions to the BCSC to oppose Alamos' application, which follows Alamos' January 14, 2013 unsolicited take-over bid for all of Aurizon's shares. The Rights Plan is needed in order to provide sufficient time for Aurizon to explore value-enhancing strategic alternatives. The Board of Directors firmly maintains that the Rights Plan continues to be in the best interests of Aurizon and its shareholders.

As noted in Aurizon's February 8, 2013 press release, a number of parties have entered into confidentiality agreements with the Company and are in the process of conducting diligence and making site visits. The Shareholder Rights Plan is important to ensure the Board has adequate time to consider these and all other potential alternatives to the Alamos offer. The Rights Plan also ensures that all shareholders receive equal treatment in the event of an unsolicited offer. The Board of Directors did not adopt the Rights Plan to prevent a take-over of the Company, to secure the continuance of management or the directors or to deter fair offers for Aurizon shares.

Aurizon continues to advise its shareholders not to tender to Alamos' inadequate bid, which is subject to a number of conditions that have yet to be satisfied, and to withdraw any shares that have already been tendered. By tendering to Alamos' inadequate bid, shareholders may forego the opportunity to benefit from any value-enhancing alternative that may otherwise emerge from the Board of Directors' ongoing efforts to maximize value described above.

The reasons for the recommendation by the Board of Directors that shareholders REJECT Alamos' unsolicited offer can be found in the directors' circular of Aurizon dated January 22, 2013, which is available on Aurizon's website at,on SEDAR at and on EDGAR at Aurizon shareholders are advised to read the directors' circular in full, as it contains important information regarding the Board of Directors' recommendation to reject the Alamos offer.

Shareholders who have tendered their shares to the Alamos offer and who wish to obtain advice or assistance in withdrawing their shares are urged to contact their broker or Georgeson, the information agent retained by Aurizon, at one of the telephone numbers listed below.

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