UNITED STATES
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): December 8, 2014
ALLIED NEVADA GOLD CORP.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
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1-33119 |
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20-5597115 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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9790 Gateway Drive, Suite 200
Reno, Nevada |
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89521 |
(Address of principal executive offices) |
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(Zip Code) |
(775) 358-4455
(Registrants Telephone Number, Including Area Code)
n/a
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 8, 2014, Allied Nevada Gold Corp., a Delaware corporation, issued a news
release announcing its intention to commence an offering of its common stock together with warrants to purchase its common stock in a public offering pursuant to its shelf registration statement on Form S-3, which was declared effective by the
Commission on November 25, 2014.
A copy of the news release is furnished as Exhibit 99.1 to this report.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. |
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Exhibit |
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99.1 |
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Press Release of Allied Nevada Gold Corp., dated December 8, 2014. |
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 hereunto duly authorized.
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Dated: December 8, 2014 |
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Allied Nevada Gold Corp. |
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By: |
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/s/ Stephen M. Jones |
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Stephen M. Jones |
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Executive Vice President and Chief Financial
Officer |
EXHIBIT INDEX
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Exhibit
No. |
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Exhibit |
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99.1 |
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Press Release of Allied Nevada Gold Corp., dated December 8, 2014. |
Exhibit 99.1
Allied Nevada Announces Proposed Public Offering of Common Stock and Warrants
December 8, 2014 | Reno, NevadaAllied Nevada Gold Corp. (Allied Nevada, us, we, our or the
Company) (TSX: ANV; NYSE MKT: ANV) today announced that it intends to offer shares of common stock together with warrants in a public offering. H.C. Wainwright & Co., LLC will serve as the sole lead placement agent for the
offering and Canaccord Genuity Corp. shall act as co-placement agent for the offering. While the offering is expected to price before 9:30 am EST on December 9, 2014, the offering is subject to market conditions, and there can be no assurance
as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The offering will be made in the United States
only by means of a prospectus supplement and an accompanying prospectus filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission on Form S-3 (File No. 333-200357), which was declared effective
by the United States Securities and Exchange Commission, or the SEC, on November 25, 2014. Copies of the prospectus supplement and accompanying prospectus , when available, can be obtained by request at H.C. Wainwright & Co., LLC by
contacting by telephone at (212) 356-0527 or by e-mail at placements@hcwco.com. The offering will be made in Canada only by means of a Canadian MJDS prospectus supplement to the Canadian MJDS base shelf prospectus, dated November 28, 2014, filed
with securities regulators in all the provinces of Canada, other than Quebec. The Canadian MJDS prospectus supplement will be, and the Canadian MJDS base shelf prospectus is, available on the Companys profile on www.sedar.com.
The offering is subject to the approval of the Toronto Stock Exchange.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of Allied Nevada Golds common stock or warrants. No offer,
solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
Additional details of the Companys
business, finances, appointments and agreements can be found as part of the Companys continuous public disclosure as a reporting issuer with the Securities and Exchange Commission (SEC) and filed with Canadian securities regulators
available at www.sec.gov and as filed on the Companys profile on www.sedar.com.
For further information on Allied Nevada, please contact:
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Randy Buffington |
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Tracey Thom |
President & CEO |
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Vice President, Investor Relations |
(775) 358-4455 |
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(775) 789-0119 |
Cautionary Statement Regarding Forward Looking Information
This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the
Securities Act), Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act) (and the equivalent under Canadian securities laws) and the Private Securities Litigation Reform Act (the
PSLRA) or in releases made by the U.S. Securities and Exchange Commission (the SEC), all as may be amended from time to time. This cautionary statement is being made pursuant to the Securities Act, the Exchange Act and the
PSLRA with the intention of obtaining the benefit of the safe harbor provisions of such laws.
All statements, other than statements of
historical fact, included herein or incorporated by reference, that address activities, events or developments that we expect or anticipate will or may occur in the future, are forward-looking statements. Generally, these forward-looking statements
can be identified by the use of forward-looking terminology such as estimate, plan, anticipate, expect, intend, believe, project, target,
budget, may, can, will, would, could, should, seeks, or scheduled to, or other similar words, or negatives of these terms or other variations
of these terms or comparable language or any discussion of strategy or intentions. Such forward-looking statements include, without limitation, statements regarding our future business strategy, plans and goals; risks relating to fluctuations in the
price of gold and silver; uncertainties concerning reserve, resource and grade estimates; the availability and timing of capital for financing the Companys exploration, development and expansion activities; anticipated costs, anticipated
production, anticipated sales, anticipated capital expenditures, project economics, net present values and expected rates of return; the realization of expansion and construction activities and the timing thereof; production estimates and other
statements that are not historical facts. Forward-looking statements address activities, events or developments that Allied Nevada expects or anticipates will or may occur in the future, and are based on current expectations and assumptions. These
statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by
such forward-looking statements. Important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking
statements include, among others, risks relating to fluctuations in the price of gold and silver; uncertainties concerning reserve, resource and grade estimates; the availability and timing of
capital for financing the Companys exploration, development and expansion activities; anticipated costs, anticipated production, anticipated sales, anticipated capital expenditures, project economics, net present values and expected rates of
return; the realization of expansion and construction activities and the timing thereof; production estimates; as well as those factors discussed in Allied Nevadas filings with the SEC including Allied Nevadas latest Annual Report on
Form 10-K and its other SEC filings (and Canadian filings) including, without limitation, its latest Quarterly Report on Form 10-Q (which may be secured from us, either directly or from our website at www.alliednevada.com or at the SEC website
www.sec.gov). Although Allied Nevada has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that
cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results, performance and achievements and future events could differ
materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not intend to publicly update any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as may be required under applicable securities laws.
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Allied Nevada Announces Offering | 2 |