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 9, 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 9, 2014, Allied Nevada Gold Corp., a Delaware corporation (the
Company), issued a press release announcing the pricing of its previously-announced public offering of common stock of the Company together with warrants to purchase the Company common stock. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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 9, 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 9, 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 9, 2014. |
Exhibit 99.1
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Allied Nevada Gold Corp.
9790 Gateway Drive Suite 200
Reno, NV 89521 USA |
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NEWS RELEASE |
Allied Nevada Announces Pricing of Public Offering of Common Stock and Warrants
December 9, 2014 | Reno, Nevada - Allied Nevada Gold Corp. (Allied Nevada, us, we, our or the
Company) (TSX: ANV; NYSE MKT: ANV) today announced that it has priced a public offering (the Offering) of shares of common stock and warrants. In connection with the purchase, investors will receive one share of our
common stock and one half warrant to purchase our common stock for a price of $1.00. Each whole warrant entitles the holder thereof to purchase one share of our common share at an exercise price of $1.10 for a period of five years from the closing
date of the Offering. The Offering will provide gross proceeds to us of approximately $21.5 million. H.C. Wainwright & Co., LLC is acting as the sole lead placement agent for the offering in the United States and Canaccord Genuity Corp. is
acting as co-placement agent for the offering in Canada.
The Offering is expected to close on or about December 12, 2014, subject to customary
closing conditions, including the approval of the Toronto Stock Exchange and NYSE MKT to list for trading the shares issued in the offering or upon exercise of warrants. The warrants will not be separately listed for trading.
The Offering is being conducted 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 (SEC) on Form S-3 (File No. 333-200357), which was declared effective by 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.
This
announcement is neither an offer to sell nor a solicitation of an offer to buy any of Allied Nevadas 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 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 President &
CEO (775) 358-4455 |
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Tracey Thom Vice President, Investor
Relations (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 Pricing of Offering |
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