Allied Nevada Gold Securities Settlement

The Notice package was sent to you pursuant to an Order of a U.S. Federal Court because you or someone in your family or an investment account for which you serve as custodian may have purchased Allied common stock in the United States or on a securities exchange in the United States during the period from January 18, 2013, through and including August 5, 2013 (“Class Period”).

The Notice explains the class action lawsuit, the Settlement, Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them.

Please note that receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement, but that information provided to Lead Plaintiff’s Counsel indicated that you purchased Allied common stock during the Class Period. That information could have been in error. You are advised to review your own records to verify if you are a Class Member.

A copy of the Notice can be found here.

The initial complaint was filed in the United States District Court for the District of Nevada on April 3, 2014. A subsequent complaint was filed in the same Court on April 29, 2014. On November 7, 2014, the Court consolidated the actions (the “Litigation”) and appointed the Lead Plaintiff and Lead and Liaison Counsel.

Lead Plaintiff’s Amended Consolidated Complaint for Violations of the Federal Securities Laws (the “Complaint”), was filed on May 1, 2015. It alleged that Defendants violated §§10(b) and 20(a) of the Securities Exchange Act of 1934 by issuing materially false and misleading statements and omitting material information concerning Allied’s business and operations. Defendants contend that they did not make any false or misleading statements identified in the Complaint and that they disclosed all information required to be disclosed by the federal securities laws.

On September 29, 2015, Defendants moved to dismiss the Complaint. Lead Plaintiff filed his opposition to the motion on December 15, 2015, and Defendants filed their reply brief on February 1, 2016. The Court heard oral argument on the motion to dismiss on March 30, 2016, and on August 8, 2016, the Court issued its Order Granting Defendants’ Motion for Dismiss Without Prejudice.

Lead Plaintiff filed his Second Consolidated Amended Complaint for Violations of the Federal Securities Laws (the “Amended Complaint”) on November 3, 2016. Defendants contend that they did not make any false or misleading statements identified in the Amended Complaint and that they disclosed all information required to be disclosed by the federal securities laws. Defendants moved to dismiss the Amended Complaint on January 25, 2017. Lead Plaintiff filed his opposition brief on March 22, 2017, and Defendants filed their reply on May 17, 2017. On September 20, 2017, the Court issued an Order dismissing the Amended Complaint with prejudice.

Lead Plaintiff filed a Notice of Appeal on October 16, 2017. The parties fully briefed Lead Plaintiff’s appeal, and oral argument was held on November 15, 2018. On November 29, 2018, the Ninth Circuit Court of Appeals issued an opinion reversing the decision on the motion to dismiss, remanding the Litigation to the Court. Defendants’ petition for rehearing was denied on March 5, 2019.

On October 10, 2019, the Defendants and Lead Plaintiff participated in an in-person mediation session with Jed Melnick, Esq., an experienced mediator. The mediation was preceded by submission of mediation statements by the Settling Parties. The Settling Parties engaged in arm’s-length negotiations during the mediation session, and reached an agreement in principle to resolve the Litigation. The agreement included, among other things, the Settling Parties’ agreement to settle the Litigation in return for a cash payment of $14,000,000 for the benefit of the Class, subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court. The Stipulation (together with the Exhibits hereto) reflects the final and binding agreement between the Settling Parties.

Defendants deny each and all of the claims and contentions of wrongdoing alleged by Lead Plaintiff in the Litigation. Defendants contend that they did not make any materially false or misleading statements, that they disclosed all material information required to be disclosed by the federal securities laws, and that any alleged misstatements or omissions were not made with the requisite intent or knowledge of wrongdoing. Defendants also contend that any losses allegedly suffered by Members of the Class were not caused by any allegedly false or misleading statements by them and/or were caused by intervening events. Defendants also maintain that they have meritorious defenses to all claims that were raised or could have been raised in the Litigation.

The Court has not decided in favor of Defendants or of the Lead Plaintiff. Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and Lead Plaintiff agreed to the Settlement in order to ensure that Class Members will receive compensation.

The Court directed that everyone who fits this description is a Class Member:

All Persons and entities who purchased Allied common stock in the United States or on a securities exchange in the United States during the period from January 18, 2013, through and including August 5, 2013, except those Persons and entities that are excluded.

Excluded from the Class are: (i) Allied, its predecessors, successors, and subsidiaries; (ii) Defendants; (iii) the officers and directors of Allied during the Class Period; (iv) members of the immediate families of any Defendant; (v) any firm, trust, corporation, or entity in which any Defendant has a controlling interest; and (vi) the heirs, successors, and assigns of any excluded Person from the Class. Also excluded from the Class are those Persons who timely and validly exclude themselves therefrom by submitting a request for exclusion in accordance with the requirements set forth in FAQ 11.

Please Note: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement. If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Proof of Claim that is being distributed with the Notice and the required supporting documentation as set forth therein, postmarked, delivered, or submitted online no later than November 7, 2020.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at (855) 907-2108, by email at info@AlliedNevadaSecuritiesSettlement.com, or you can fill out and return the Proof of Claim form enclosed with the Notice package, to see if you qualify.

The Settlement provides that, in exchange for the release of the Released Claims (See FAQ 10) and dismissal of the Litigation, Defendants have agreed to pay (or cause to be paid) $14,000,000.00 in cash to be distributed after taxes, tax expenses, notice and claims administration expenses, and approved fees and expenses, pro rata, to Class Members who send in a valid Proof of Claim form pursuant to the Court-approved Plan of Allocation. The Plan of Allocation is described in more detail at the end of the Notice.

Your share of the Net Settlement Fund will depend on several things, including the total amount of claims represented by the valid Proof of Claim forms that Class Members send in, compared to the amount of your claim, all as calculated under the Plan of Allocation discussed below.

To be eligible to receive a payment from the Settlement, you must submit a Proof of Claim form. A Proof of Claim form is enclosed with the Notice, may be downloaded here, or you may request that a Proof of Claim be mailed to you by calling the Claims Administrator at (855) 907-2108. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail or submit it to Allied Nevada Gold Securities Settlement, c/o Epiq, P.O. Box 4087, Portland, OR 97208-4087, postmarked no later than November 7, 2020, or submit it online here, no later than November 7, 2020.

The Court will hold a Settlement Hearing on November 16, 2020, at 10:00 a.m., to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Proofs of Claim to be processed. Please be patient.

Unless you timely and validly exclude yourself, you will stay in the Class, and that means you cannot sue, continue to sue, or be part of any other lawsuit against Defendants or their Related Parties about the Released Claims (as defined below) in this case. It also means that all of the Court’s orders will apply to you and legally bind you. If you remain a Class Member, and if the Settlement is approved, you will give up all “Released Claims” (as defined below), including “Unknown Claims” (as defined below), against the “Released Defendant Parties” (as defined below):

“Released Claims” means any and all claims, debts, demands, losses, rights and causes of action of every nature and description, including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever, whether known claims or Unknown Claims, and whether arising under federal, state, common, or foreign law, by Lead Plaintiff, any Class Member or their successors, assigns, executors, administrators, representatives, attorneys and agents, in their capacities as such, whether brought directly or indirectly against any of the Released Defendant Parties, that have been or could have been asserted in the Litigation or could in the future be asserted in any forum, whether foreign or domestic, which arise out of, are based upon or are related in any way to (a) any of the allegations, transactions, events, disclosures, statements, acts or omissions that were asserted or could have been asserted by Lead Plaintiff or Class Members in this Litigation; or (b) any transaction in Allied common stock by Class Members during the Class Period. “Released Claims” does not include claims to enforce the Settlement. “Released Claims” includes “Unknown Claims” as defined herein. For avoidance of doubt, “Released Claims” does not include claims asserted in the action entitled LBP Holdings Ltd. v. Hycroft Mining Corp., et al., Court File No. CV-14-50851300-CP, pending in the Ontario Superior Court of Justice, insofar as those claims are based upon and limited to the purchase of Allied common stock during the Class Period outside of the United States and not on a United States securities exchange.

“Released Defendants’ Claims” means any and all claims and causes of action of every nature and description whatsoever, including both known claims and Unknown Claims, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against Defendants in the Litigation, except for claims relating to the enforcement of the Settlement.

“Released Defendant Party” or “Released Defendant Parties” means Defendants and their Related Parties.

“Releasing Plaintiff Party” or “Releasing Plaintiff Parties” means each and every plaintiff, Class Member, Lead Plaintiff and each of their respective past or present trustees, officers, directors, partners, employees, contractors, auditors, principals, agents, predecessors, successors, assigns, representatives, affiliates, insurers, parents, subsidiaries, general or limited partners or partnerships, and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Releasing Plaintiff Party who is an individual, as well as any trust of which any Releasing Plaintiff Party is the settlor or which is for the benefit of any of their immediate family members. Releasing Plaintiff Parties do not include any Person who timely and validly seeks exclusion from the Class.

“Unknown Claims” means (a) any and all Released Claims which the Releasing Plaintiff Parties do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Defendant Parties, or might have affected his, her, or its decision(s) with respect to the Settlement, including, but not limited to, whether or not to object to this Settlement or seek exclusion from the Class; and (b) any and all Released Defendants’ Claims that the Released Defendant Parties do not know or suspect to exist in his, her, or its favor at the time of the release of the Lead Plaintiff, the Class and Lead Plaintiff’s Counsel, which, if known by him, her, or it, might have affected his, her, or its settlement and release of Lead Plaintiff, the Class and Lead Plaintiff’s Counsel. With respect to (a) any and all Released Claims against the Released Defendant Parties, and (b) any and all Released Defendants’ Claims against Lead Plaintiff, the Class and Lead Plaintiff’s Counsel, the Settling Parties stipulate and agree that, upon the Effective Date, the Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Defendant Party shall be deemed to have, and by operation of the Judgment shall have expressly waived, the provisions, rights, and benefits of California Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have materially affected his or her settlement with the debtor or released party.

The Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Defendant Party shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542. The Releasing Plaintiff Parties and Released Defendant Parties acknowledge that they may hereafter discover facts in addition to or different from those which he, she, it or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or Released Defendants’ Claims, but (a) the Releasing Plaintiff Parties shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish and release, and each Releasing Plaintiff Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Claims against the Released Defendant Parties, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities, and (b) the Released Defendant Parties shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish and release, and each Released Defendant Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Defendant Claims against the Lead Plaintiff, the Class and Lead Plaintiff’s Counsel, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. The Settling Parties acknowledge, and the Releasing Plaintiff Parties and Released Defendant Parties shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for an is an essential element of the Settlement of which this release is a part.

To exclude yourself from the Class and the Settlement, you must send a letter by First-Class Mail stating that you “request exclusion from the Class in the Allied Nevada Gold Securities Settlement.” Your letter must include your purchases of Allied common stock in the United States or on a securities exchange in the United States during the Class Period, including the dates, the number of shares of Allied common stock purchased, and price paid for each such purchase. In addition, you must include your name, address, telephone number, and your signature. You must submit your exclusion request so that it is postmarked or delivered no later than September 28, 2020 to:

EXCLUSIONS
Allied Nevada Gold Securities Settlement
c/o Epiq
PO Box 4087
Portland, OR 97208-4087

If you ask to be excluded, you will not get any payment from the Settlement, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit, and you may be able to able to sue the Defendants and the other Related Parties about the Released Claims in the future.

No. Unless you timely exclude yourself, you give up any rights you may potentially have to sue the Defendants and the other Released Defendant Parties for any and all Released Claims. If you have a pending lawsuit against the Released Defendant Parties, speak to your lawyer in that case immediately. You must exclude yourself from the Class in this Litigation to continue your own lawsuit. Remember, the exclusion deadline is September 28, 2020.

No. If you exclude yourself, you should not send in a Proof of Claim to ask for any money. If you timely exclude yourself you are not entitled to any of the benefits of the Settlement and will not release any rights you may potentially have against the Released Defendant Parties.

The Court appointed that the law firm of Brower Piven, A Professional Corporation to represent Class Members, including you. These lawyers are called Lead Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.

Lead Counsel, on behalf of all of the Lead Plaintiff’s Counsel, will apply to the Court for an award of attorneys’ fees not to exceed thirty-three and one third percent (33 1/3%) of the Settlement Amount and for expenses, costs and charges in an amount not to exceed $450,000.00 in connection with the Litigation, plus interest on such fees and expenses at the same rate as earned by the Settlement Fund. In addition, Lead Plaintiff may seek up to $10,000.00 for his time and expenses incurred in representing the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund.

If you are a Class Member, you can comment or object to final certification of the Class, the proposed Settlement, the proposed Plan of Allocation, Lead Plaintiff’s Counsel’s application for attorneys’ fees and/or reimbursement of Litigation expenses and/or Lead Plaintiff’s request for reimbursement of his time and expenses representing the Class. You can write to the Court setting out your comment or objection. The Court will consider your views. To comment or object, you must send a signed letter saying that you wish to comment on or object to the proposed Settlement in the Allied Nevada Gold Securities Settlement. Include your name, address, telephone number, and your signature, identify the date(s), price(s), and number of shares of Allied common stock you purchased and sold in the United States or on a securities exchange in the United States during the Class Period, and state with specificity your comments or the reasons why you object to final certification of the Class, the proposed Settlement, Plan of Allocation, Plaintiff’s Counsel’s application for attorneys’ fees and/or reimbursement of litigation expenses and/or Lead Plaintiff’s request for reimbursement of his time and expenses representing the Class, including any legal support for such objection. Any objection must state whether it applies only to the objector, to a specific subset of the Class, or to the entire Class. You must also include copies of documents demonstrating such purchase(s) and/or sale(s). Your comments or objection must be filed with the Court and mailed or delivered to each of the following addresses such that it is postmarked or delivered no later than September 28, 2020:

Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class.

Excluding yourself is telling the Court that you do not want to be paid and do not want to release any claims you think you may have against Defendants and their Related Parties. If you exclude yourself, you cannot object to the Settlement because it does not affect you.

The Court will hold a Settlement Hearing at 10:00 a.m. (Pacific), on November 16, 2020, in the Courtroom of the Honorable Larry R. Hicks, at the United States District Court for the District of Nevada, Bruce R. Thompson Federal Courthouse, 400 S. Virginia Street, Reno, NV 89501. At the Settlement Hearing the Court will consider whether to grant final certification of the Class, whether to approve the Settlement as fair, reasonable and adequate for the Class, whether the Plan of Allocation is fair and equitable, and whether to grant Plaintiff’s Counsel’s application for attorneys’ fees and reimbursement of Litigation expenses and Lead Plaintiff’s request for reimbursement of his time and expenses representing the Class. If there are objections, the Court will consider them, even if you do not ask to speak at the hearing. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Class Members. If you want to attend the hearing, you should check this Settlement website beforehand to be sure that the date and/or time has not changed.

No. Lead Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the hearing or take any other action to indicate their approval.

If you object to the Settlement, the Plan of Allocation, and/or the fee and expense application, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see FAQ 16) a statement saying that it is your “Notice of Intention to Appear in the Allied Nevada Gold Securities Settlement.” Any Class Member may enter an appearance in the Action, individually or through counsel of their own choice and at their own expense. If you wish to appear, you or your counsel must file with the Clerk of the Court and deliver to Lead Counsel and Defendants’ Counsel a notice of such appearance no later than September 23, 2020. If you do not enter an appearance, you will be represented by Lead Counsel. Persons who intend to object to final certification of the Class, the Settlement, the Plan of Allocation, Lead Plaintiff's Counsel's request for attorneys' fees and/or reimbursement of litigation expenses, and/or Lead Plaintiff's request for reimbursement of his time and expenses representing the Class, and desire to present evidence at the Settlement Hearing, must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing.

You cannot speak at the hearing if you exclude yourself from the Class.

If you do nothing, you will not receive any money from this Settlement. In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants and the Released Defendant Parties about the Released Claims in this case.

For even more detailed information concerning the matters involved in this Litigation, you can obtain answers to common questions regarding the Proposed Settlement by contacting the Claims Administrator toll-free at (855) 907-2108, or by email at info@AlliedNevadaSecuritiesSettlement.com. Reference is also made to the Settlement Agreement, the pleadings in support of the Settlement, the Orders entered by the Court, and to the other settlement related papers filed in the Litigation, which are posted on the Important Documents tab of this website, and which may be inspected at the Office of the Clerk of the United States District Court for the District of Nevada, during regular business hours. For a fee, all papers filed in this Litigation are available at www.pacer.gov.

The CUSIP for the Class Period, January 18, 2013, through and including August 5, 2013, is 019344100. The ticker symbol is ANV.