TORONTO, ONTARIO–(Marketwired – April 13, 2015) – Alamos Gold Inc. (“Alamos”) (TSX:AGI)(NYSE:AGI) and AuRico Gold Inc. (“AuRico”) (TSX:AUQ)(NYSE:AUQ) 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.

For the rest of this news release, click here: