Alamos Gold and AuRico Gold to Combine

Toronto (ots/PRNewswire) -

Creating Leading Intermediate Gold Producer

Alamos Gold Inc. ("Alamos") and AuRico Gold Inc. ("AuRico") are
pleased to announce that they have entered into a definitive
agreement to combine their respective companies (the "Merger") 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,
Canada and Alamos' Mulatos mine in Sonora, Mexico. The transaction is
structured as a merger of equals with a transaction equity value of
approximately US$1.5 billion.

Under the terms of the Merger, holders of Alamos shares will
receive, for each share held, 1 MergeCo share and US$0.0001 in cash,
and holders of AuRico shares will receive, for each share held,
0.5046 MergeCo shares. Upon completion of the Merger, former Alamos
and AuRico shareholders will each own approximately 50% 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% net smelter return royalty ("NSR") on the
Young-Davidson mine, AuRico's Fosterville and Stawell royalties, and
will be capitalized with US$20 million of cash. Upon completion of
the Merger, MergeCo will own a 4.9% equity interest in SpinCo. The
remaining shares of SpinCo will be distributed 50% 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 is 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 -
425 koz of gold in 2015 in Mexico and Canada with the potential to grow organically to
over 700 koz 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 US$427 million,
net cash of US$94 million and growing cash flow generation to support further growth.
- Enhanced capital markets profile: The combined market capitalization of US$1.5
billion, 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 re-rating.
- 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 CEO 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 re-rate opportunity for our collective
shareholders."

Scott Perry, President and CEO 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 fund
growth.
- Significant potential synergies in Mexico and Canada.
- Re-rating 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 662/3% of Alamos
shareholders and 662/3% 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 favor 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
advisors, and have unanimously approved the Merger. Alamos and
AuRico's Board of Directors recommend that their shareholders vote in
favor 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 US$28.4 million will be paid
to Alamos and US$37.5 million 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% of AuRico's outstanding common shares after giving
effect to the private placement. The common shares will be acquired
at a price of US$2.99 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 US$83.3 million. 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: CEO (Alamos)
- Peter MacPhail: COO (AuRico)
- Jamie Porter: CFO (Alamos)

The Board of Directors will be comprised of 10 directors with each
company having equal representation of 5 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% NSR on the Young-Davidson mine;
- The existing 2.0% NSR on the Fosterville mine;
- The existing 1.0% NSR on the Stawell mine; and
- US$20 million in cash

The senior executive team and Board of Directors of SpinCo will
include:

- Scott Perry: Executive Chairman (AuRico)
- Chris Richter: CEO (AuRico)
- Robert Chausse: CFO (AuRico)
- Two director nominees of Alamos

Upon completion of the plan of arrangement, MergeCo will own a
4.9% equity interest in SpinCo. The remaining shares of SpinCo will
be distributed 50% 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.

Advisors and Counsel

Alamos' financial advisor is Maxit Capital LP and its legal
counsel in Canada and the US is Torys LLP. Maxit Capital LP provided
an opinion to Alamos' 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 advisor is Scotiabank, its Canadian legal
counsel is Fasken Martineau and its US 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 via the
following link: http://www.gowebcasting.com/6474 or via
http://www.alamosgold.com or http://www.auricogold.com.

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 via the
following link: http://www.gowebcasting.com/6474 and via
http://www.alamosgold.com and http://www.auricogold.com.

About Alamos Gold

Alamos is an established Canadian-based gold producer that owns
and operates the Mulatos Mine in Mexico, and has exploration and
development activities in Mexico, Turkey and the United States. The
Company employs more than 500 people and is committed to the highest
standards of sustainable development. As of March 30, 2015, Alamos
had 127,357,486 common shares outstanding (140,164,052 shares fully
diluted), which are traded on the TSX and NYSE under the symbol
"AGI".

About AuRico Gold

AuRico Gold is a leading Canadian gold producer with mines and
projects in North America that have significant production growth and
exploration potential. The Company is focused on its core operations
including the cornerstone Young-Davidson gold mine in northern
Ontario, and the El Chanate mine in Sonora State, Mexico. AuRico's
project pipeline also includes the advanced development Kemess
Property in northern British Columbia and the Lynn Lake Gold Camp in
northern Manitoba. The Company also has other exploration
opportunities in Canada and Mexico. AuRico's head office is located
in Toronto, Ontario, Canada.

For further information please visit the Alamos and AuRico
websites at http://www.alamosgold.com and http://www.auricogold.com
or contact:

The TSX and NYSE have not reviewed and do not accept
responsibility for the adequacy or accuracy of this release. No stock
exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.

Alamos Cautionary Statement

No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained
herein. This News Release includes certain "forward-looking
statements". All statements other than statements of historical fact
included in this release, including without limitation statements
regarding forecast gold production, gold grades, recoveries,
waste-to-ore ratios, total cash costs, potential mineralization and
reserves, exploration results, and future plans and objectives of
Alamos, are forward-looking statements that involve various risks and
uncertainties. These forward-looking statements include, but are not
limited to, statements with respect to mining and processing of mined
ore, achieving projected recovery rates, anticipated production rates
and mine life, operating efficiencies, costs and expenditures,
changes in mineral resources and conversion of mineral resources to
proven and probable reserves, and other information that is based on
forecasts of future operational or financial results, estimates of
amounts not yet determinable and assumptions of management.

Exploration results that include geophysics, sampling, and drill
results on wide spacings may not be indicative of the occurrence of a
mineral deposit. Such results do not provide assurance that further
work will establish sufficient grade, continuity, metallurgical
characteristics and economic potential to be classed as a category of
mineral resource. A mineral resource that is classified as "inferred"
or "indicated" has a great amount of uncertainty as to its existence
and economic and legal feasibility. It cannot be assumed that any or
part of an "indicated mineral resource" or "inferred mineral
resource" will ever be upgraded to a higher category of resource.
Investors are cautioned not to assume that all or any part of mineral
deposits in these categories will ever be converted into proven and
probable reserves.

Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always,
using words or phrases such as "expects" or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"estimates" or "intends", or stating that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur or
be achieved) are not statements of historical fact and may be
"forward-looking statements." Forward-looking statements are subject
to a variety of risks and uncertainties that could cause actual
events or results to differ from those reflected in the
forward-looking statements.

There can be no assurance that forward-looking statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from Alamos' expectations include, among others, risks
related to international operations, the actual results of current
exploration activities, conclusions of economic evaluations and
changes in project parameters as plans continue to be refined as well
as future prices of gold and silver, as well as those factors
discussed in the section entitled "Risk Factors" in Alamos' Annual
Information Form. Although Alamos has attempted to identify important
factors that could cause actual results to differ materially, there
may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such statements
will prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements.

AuRico Cautionary Statement

This press release contains forward-looking statements and
forward-looking information as defined under Canadian and U.S.
securities laws.

All statements, other than statements of historical fact, are
forward-looking statements. The words "expect", "believe",
"anticipate", "will", "intend", "estimate", "forecast", "budget" and
similar expressions identify forward-looking statements.
Forward-looking statements include information as to the timing,
success and expected benefits of the Merger and the future prospectus
of MergeCo and Spinco, strategy, plans or future financial or
operating performance, such as AuRico's expansion plans, project
timelines, production plans, projected cash flows or capital
expenditures, cost estimates, projected exploration results, reserve
and resource estimates and other statements that express management's
expectations or estimates of future performance. Forward-looking
statements are necessarily based upon a number of factors and
assumptions that, while considered reasonable by management, are
inherently subject to significant uncertainties and contingencies.
Known and unknown factors could cause actual results to differ
materially from those projected in the forward-looking statements,
including: uncertainty of production and cost estimates; fluctuations
in the price of gold and foreign exchange rates; the risk that mining
operations do not meet expectations; the risk that projects will not
be developed according to budgets or timelines, changes in laws in
Canada, Mexico and other jurisdictions in which AuRico may carry on
business; risks of obtaining necessary licenses, permits or approvals
for operations or projects; disputes over title to properties; the
speculative nature of mineral exploration and development; risks
related to aboriginal or Ejido title claims; compliance risks with
respect to current and future environmental regulations; disruptions
affecting operations; opportunities that may be pursued by AuRico;
employee relations; availability and costs of mining inputs and
labor; the ability to secure capital to execute business plans;
volatility of AuRico's share price; the effect of future financings;
litigation; risk of loss due to sabotage and civil disturbances; the
values of assets and liabilities based on projected future cash
flows; risks arising from derivative instruments or the absence of
hedging; adequacy of internal control over financial reporting;
changes in credit rating; and the impact of inflation. Actual results
and developments are likely to differ, and may differ materially,
from those expressed or implied by the forward-looking statements
contained herein. Such statements are based on a number of
assumptions which may prove to be incorrect, including assumptions
about: shareholder and regulatory approvals, anticipated synergies
and efficiencies, business and economic conditions; commodity prices
and the price of key inputs such as labour, fuel and electricity;
credit market conditions and conditions in financial markets
generally; revenue and cash flow estimates, production levels,
development schedules and the associated costs; ability to procure
equipment and supplies and ability to do so on a timely basis; the
timing of the receipt of permits and other approvals for projects and
operations; the ability to attract and retain skilled employees and
contractors for the operations; the accuracy of reserve and resource
estimates; the impact of changes in currency exchange rates on costs
and results; interest rates; taxation; and ongoing relations with
employees and business partners.

In particular, forward-looking information included in this
document includes, but is not limited to: (1) assumptions and
expectations with regard to the Merger and its completion and the
anticipated benefits and advantages of the Merger, (2) the future
prospectus of MergeCo and Spinco and the ability to unlock value, (3)
production estimates and production growth rates, which assume
accuracy of projected ore grade, mining rates, recovery timing and
recovery rate estimates and may be impacted by unscheduled
maintenance, labour and contractor availability; (4) capital
expenditures and other cash costs, which assume foreign exchange
rates and accuracy of production estimates, and may be impacted by
unexpected maintenance, the need to hire external resources and
accelerated capital plans; (5) profits and free cash flow, which
assume production and expenditure estimates and may be impacted by
gold prices, production estimates, and the timing of payments, and
(6) reserves and resources which are forward looking statements by
their nature involving implied assessment, and may be impacted by
metal prices, future drilling results, operating costs, mining
recoveries and dilution rates. AuRico disclaims any intention or
obligation to update or revise any forward-looking statements whether
as a result of new information, future events or otherwise, except as
required by applicable law.

Scott Parsons, Director, Investor Relations, Alamos Gold Inc.,
+1-416-368-9932 x439, sparsons@alamosgold.com ; Anne Day, Vice
President, Investor Relations & Communications, AuRico Gold Inc.,
+1-647-260-8880, anne.day@auricogold.com

ots Originaltext: AuRico Gold Inc.
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