Mr. Scott Perry of AuRico reports

ALAMOS GOLD AND AURICO GOLD TO COMBINE; CREATING LEADING INTERMEDIATE GOLD PRODUCER

AuRico Gold Inc. and Alamos Gold Inc. have entered into a definitive agreement to combine their respective companies by way of a plan of arrangement, creating a new, leading intermediate gold producer (MergeCo). The merger combines two top-quality, highly complementary asset portfolios, including two long-life, cash flow-generating gold mines: AuRico's Young-Davidson mine in Ontario and Alamos's Mulatos mine in Sonora, Mexico. The transaction is structured as a merger of equals with a transaction equity value of approximately $1.5-billion (U.S.).

Under the terms of the merger, holders of Alamos shares will receive, for each share held, one MergeCo share and 0.01 U.S. cent in cash, and holders of AuRico shares will receive, for each share held, 0.5046 MergeCo share. Upon completion of the merger, former Alamos and AuRico shareholders will each own approximately 50 per cent of MergeCo (named Alamos Gold Inc.). In addition, a new company (SpinCo), to be named AuRico Metals Inc., will be created to hold AuRico's Kemess project, a 1.5-per-cent net smelter return royalty on the Young-Davidson mine, AuRico's Fosterville and Stawell royalties, and will be capitalized with $20-million (U.S.) of cash. Upon completion of the merger, MergeCo will own a 4.9-per-cent equity interest in SpinCo. The remaining shares of SpinCo will be distributed 50 per cent each to former Alamos and AuRico shareholders. The merger is subject to shareholder and other applicable regulatory approvals and satisfaction of other customary conditions. The merger is expected to close in the second quarter of 2015. A joint conference call and webcast are scheduled for Monday, April 13, 2015, beginning at 8:30 a.m. Eastern Time (details provided below).

Highlights of the merger:

• Creation of a leading intermediate gold producer: creates a larger, diversified portfolio of assets located in stable jurisdictions, underpinned by two top-tier producing mines, Young-Davidson and Mulatos, and a significant pipeline of high-quality development projects;
• Peer-leading growth profile in safe jurisdictions: expected to produce 375,000 to 425,000 ounces of gold in 2015 in Mexico and Canada with the potential to grow organically to over 700,000 ounces of gold annually. The development portfolio is anchored by quality, low-cost projects in Turkey as well as three projects in North America (Esperanza, Lynn Lake and Quartz Mountain);
• Strong financial position: strong pro forma cash position of $427-million (U.S.), net cash of $94-million (U.S.) and growing cash flow generation to support further growth;
• Enhanced capital markets profile: the combined market capitalization of $1.5-billion (U.S.), increased trading liquidity and expanded analyst coverage is expected to significantly enhance the combined company's capital markets profile;
• Revaluation opportunity: with diversified production, superior growth profile, strong balance sheet, greater market profile and proven management and operating teams, the combined company is well positioned for a potential value rerating;
• Potential to unlock significant value through SpinCo: shareholders of both Alamos and AuRico will also benefit from the exposure to the significant value potential of the Kemess project and stable, diversified royalty revenue via ownership in SpinCo.

John McCluskey, president and chief executive officer of Alamos, stated: "We are very pleased to bring this transaction forward to the benefit of both sets of shareholders. Alamos has remained disciplined in its growth initiatives, building and preserving a robust balance sheet for the right opportunity. We believe the addition of the flagship, long-life Young-Davidson mine is just that opportunity. The combination of diversified production from three mines and a pipeline of low-cost growth projects in safe jurisdictions equate to a leading gold intermediate and a significant rerate opportunity for our collective shareholders."

Scott Perry, president and chief executive officer of AuRico, stated: "This merger with Alamos represents a logical business combination that will create a premier intermediate gold producer with a diversified asset base that includes three low-cost producing mines, a significant organic growth profile, a pipeline of high-quality development projects, all of which is underpinned by a solid balance sheet and led by an experienced and proven management team. We are confident that our shareholders will benefit from the value creation opportunities that will be realized through an expanded and more diversified asset base and enhanced cash flow generating capabilities. Shareholders will also benefit from the creation of SpinCo as they retain ongoing exposure to significant unlocked value in the highly prospective Kemess project, and stable, diversified sources of royalty revenue."

Benefits to all shareholders

• Diversified production from three North American mines including the long-life, flagship Young-Davidson and Mulatos mines;
• Extensive growth portfolio of quality assets in safe jurisdictions;
• Among the strongest balance sheets within its peer group with positive net cash, as well as significant and growing cash flow generation with which to finance growth;
• Significant potential synergies in Mexico and Canada;
• Rerating potential as a leading intermediate gold producer with a strong growth profile, increased trading liquidity and enhanced capital market attractiveness;
• Combination of two complementary and highly experienced management and operating teams;
• Exposure to SpinCo with significant unlocked value in the Kemess project, diversified royalty revenues
• and led by a strong management team.

Merger summary

The proposed transaction will be completed pursuant to a plan of arrangement and will require the approval of 66-2/3 per cent of Alamos shareholders and 66-2/3 per cent of AuRico shareholders. The directors and officers of Alamos and AuRico have entered into support agreements pursuant to which they agreed to vote their shares in favour of the proposed transaction.

Alamos and AuRico's board of directors have determined that the proposed transaction is in the best interest of the respective shareholders, having taken into account advice from their financial advisers, and have unanimously approved the merger. Alamos's and AuRico's board of directors recommend that their shareholders vote in favour of the proposed transaction. In addition to shareholder approvals, the proposed transaction will be subject to applicable regulatory approvals and the satisfaction of other customary conditions. The merger includes customary provisions, including fiduciary-out provisions, covenants not to solicit other acquisition proposals and the right to match any superior proposals. Termination fees of $28.4-million (U.S.) will be paid to Alamos and $37.5-million (U.S.) will paid to AuRico in certain circumstances should the merger not be completed.

Private placement transaction

In connection with the merger, Alamos and AuRico have also agreed that Alamos will subscribe for approximately 27.9 million common shares of AuRico on a private placement basis, representing approximately 9.9 per cent of AuRico's outstanding common shares after giving effect to the private placement. The common shares will be acquired at a price of $2.99 (U.S.) per share, equal to AuRico's closing price on the New York Stock Exchange on April 10, 2015, for total gross proceeds to AuRico of approximately $83.3-million (U.S.). Completion of the private placement is subject to the satisfaction of certain regulatory requirements but is not contingent on completion of the merger.

Management team and board of directors

The senior executive team and the board of directors of the combined company will draw from the extensive experience and expertise of both companies. The senior executive team and chairman of the combined company will include:

• Alan Edwards: chairman (AuRico);
• John McCluskey: chief executive officer (Alamos);
• Peter MacPhail: chief operating officer (AuRico);
• Jamie Porter: chief financial officer (Alamos).

The board of directors will comprise 10 directors with each company having equal representation of five directors, including Scott Perry and John McCluskey. The remaining directors will be nominated upon completion of the transaction.

SpinCo

Pursuant to the plan of arrangement, the following assets will be transferred to SpinCo:

• The Kemess project;
• A newly created 1.5-per-cent NSR on the Young-Davidson mine;
• The existing 2.0-per-cent NSR on the Fosterville mine;
• The existing 1.0-per-cent NSR on the Stawell mine;
• $20-million (U.S.) in cash.

The senior executive team and board of directors of SpinCo will include:

• Scott Perry: executive chairman (AuRico);
• Chris Richter: chief executive officer (AuRico);
• Robert Chausse: chief financial officer (AuRico);
• Two director nominees of Alamos.

Upon completion of the plan of arrangement, MergeCo will own a 4.9-per-cent equity interest in SpinCo. The remaining shares of SpinCo will be distributed 50 per cent each to former Alamos and AuRico shareholders. SpinCo will allow all shareholders to benefit from the advancement of the Kemess project and stable, diversified revenue generation from three royalty assets.

Advisers and counsel

Alamos's financial adviser is Maxit Capital LP and its legal counsel in Canada and the United States is Torys LLP. Maxit Capital LP provided an opinion to Alamos's board of directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Alamos. AuRico's financial adviser is Scotiabank, its Canadian legal counsel is Fasken Martineau, and its U.S. legal counsel is Paul Weiss. Scotiabank provided an opinion to AuRico's board of directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of AuRico.

Conference call and webcast

Alamos and AuRico will host a joint conference call and webcast on Monday, April 13, 2015, at 8:30 a.m. Eastern Time, for members of the investment community to discuss the business combination. Participants may join the conference call using the following call-in details:

Local and international:  416-340-8527

North American toll-free:  800-355-4959

A live webcast of the conference call can be accessed on Alamos's and AuRico's websites. A replay of this conference call will be available until May 22, 2015. The replay numbers are:

Local and international:  905-694-9451

North American toll-free:  800-408-3053

Replay passcode:  5616027

An archived version of the webcast will be available on Alamos's and AuRico's websites.

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