Alio Gold Inc. (TSX:ALO) entered into a letter of intent agreement to acquire Rye Patch Gold Corp. (TSXV:RPM) from Primevest Capital Corp and others for approximately CAD 120 million on March 8, 2018. Alio Gold Inc. entered into an agreement to acquire Rye Patch Gold Corp. from Primevest Capital Corp and others for approximately CAD 120 million on March 18, 2018. Alio Gold will acquire all of the outstanding shares of Rye Patch for 0.48 common shares of Alio Gold. Approximately 39 million shares of Alio Gold will be issued subject to adjustment for options, warrants and restricted stock units vested prior to the transaction. On January 17, 2018, Alio Gold and Rye Patch entered in a confidentiality agreement. Existing Alio Gold and Rye Patch shareholders will own approximately 53% and 47% of the combined company respectively, following the close of the transaction. Rye Patch has provided Alio Gold with certain other customary rights, including a right to match competing offers. In case of termination, either company is liable to pay a termination fee of CAD 4 million. Alio Gold will continue to be managed by the executive team in Vancouver led by Greg McCunn as Chief Executive Officer and Colette Rustad as Chief Financial Officer. Additionally, Alio Gold will seek to retain Doug Jones from Rye Patch as its Chief Operating Officer. Additionally, Alio Gold’s Board of Directors will continue to be led by Chairman, Bryan Coates and it has invited two Directors from Rye Patch, Tim Baker and John Mansanti, to join the combined Board. The transaction is subject to approval of shareholders of Rye Patch and Alio Gold, regulatory approvals from TSX Venture Exchange, Toronto Stock Exchange, NYSE American, court approvals, expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, third party consents, TSX and NYSE American shall have conditionally approved the listing and posting for trading on the TSX of the consideration shares, holders of no more than 5% of the Rye Patch Shares shall have exercised dissent rights, Rye Patch Board nominees shall have been appointed to the Alio Board, subject to the consummation of the arrangement and Rye Patch shall have received an opinion of Dorsey & Whitney LLP. The transaction has been unanimously approved by the Board of Directors of Alio Gold and the Board of Directors and the special committee of Rye Patch. Special committee of the Rye Patch Board is established to consider and make recommendations to the Rye Patch Board regarding the arrangement. Additionally, officers and directors of Rye Patch as well as other shareholders including Primevest Capital Corp have entered into lock-up and support arrangements with Alio Gold under which they have agreed to vote in favor of the transaction. It is anticipated that both shareholder meetings and closing of the transaction will take place on or about May 25, 2018. As of April 25, 2018, the Supreme Court of British Columbia has granted an interim order for the transaction and a shareholder meeting will take place on May 18, 2018. As of May 18, 2018, the transaction was approved by the shareholders of Rye Patch and Alio Gold. The transaction is expected to close on or about May 25, 2018. RBC Capital Markets and PI Financial Corp. acted as financial advisors and Andrew J. McLeod, Nikita Ponomarev and Trevor Simpson of Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Alio Gold. Capital West Partners, and Macquarie Group Limited acted as financial advisors and Bernard G. Poznanski of Koffman Kalef LLP and Kenneth G. Sam & John D Hollinrake of Dorsey & Whitney LLP acted as legal advisors to Rye Patch. Computershare Trust Company Of Canada acted as transfer agent and Deloitte LLP acted as accountant for Alio Gold. Computershare Investor Services Inc. acted as transfer agent and Laurel Hill Advisory Group acted as proxy solicitor for Alio Gold. Kingsdale Advisors acted proxy agent to Rye Patch for a fee of approximately CAD 65,000. Alio Gold Inc. (TSX:ALO) completed the acquisition of Rye Patch Gold Corp. (TSXV:RPM) from Primevest Capital Corp. and others on May 25, 2018. The transaction was granted a final order by the Supreme Court of British Columbia on May 25, 2018. It is expected that the Rye Patch shares will be de-listed from the TSX Venture Exchange on May 30, 2018