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Ontario Court Approves Merger of Alamos Gold Inc. and AuRico Gold

Merger Now Only Needs Regulatory Approvals to Proceed

By Frank Giorno

Jun 29, 2015

The Ontario Superior Court of Justice (Commercial List) gave its approval for the merger of Alamos Gold Inc. and AuRico Gold to proceed according to a plan of arrangement which received overwhelming support for the shareholders of each company on June 24th.

The merger is expected to close July 2, 2015, subject to applicable regulatory approvals and the satisfaction of other customary conditions from the Toronto Stock Exchange, the Ontario Securities Commission and  the B.C. Securities Commission.

Last week, shareholders of Alamos Gold and AuRico Gold have overwhelmingly voted in favour of the plan of arrangement to combine the two companies at their respective special meetings of shareholders held June 24, 2015.

The merger was approved by approximately 90.56% of votes cast by Alamos shareholders and 98.83% of votes cast by AuRico shareholders.

"We are pleased that shareholders of both companies have sent such a clear message in support of the transaction," said Scott Perry, the President and CEO of AuRico Gold. "

"The combination of these  two companies will create a new leading intermediate gold producer with a diversified asset base and a growing cash flow profile," Perry added. "Shareholders will also gain exposure to the newly created AuRico Metals and the significant unlocked value in the highly prospective Kemess project that is underpinned by high quality royalty revenue." 

The long term incentive plan of AuRico Metals Inc., a new company being created as part of the Arrangement, also received approval of approximately 86.39% of Alamos and 95.99% of AuRico shareholder votes cast.

Additionally, approximately 99.26% of votes cast by Alamos shareholders were in favour of the continuance of Alamos from British Columbia to Ontario under the Business Corporations Act of Ontario. A copy of the complete report on voting for each of AuRico and Alamos will be made available on SEDAR and EDGAR.

"Through our merger with AuRico, we have built a strong platform for delivering shareholder value with diversified North American gold production, and a solid low-cost development pipeline supported by a strong balance sheet. Shareholders have recognized the compelling attributes of the combined company with overwhelming support for the transaction," saidJohn A. McCluskey, President and Chief Executive Officer of Alamos.

The Arrangement is expected to close July 2, 2015, subject to applicable regulatory approvals and the satisfaction of other customary conditions.

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 May 5, 2015, Alamos had 127,357,486 common shares outstanding (140,164,052 shares fully diluted), which are traded on the TSX and NYSEunder 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 cornerstoneYoung-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 www.alamosgold.com and www.auricogold.com.