TORONTO, July 2, 2015 /PRNewswire/ --
Alamos Gold Inc. ("Alamos")
(TSX/NYSE: AGI) and AuRico Metals Inc. ("AuRico Metals") (TSX:
AMI) are pleased to announce the completion of the previously
announced arrangement ("Arrangement") involving Alamos Gold Inc. (a
predecessor to Alamos) ("Former
Alamos") (TSX/NYSE: AGI) and AuRico Gold Inc. (a predecessor to
Alamos) ("Former AuRico")
(TSX/NYSE: AUQ). Pursuant to the Arrangement, Former Alamos and
Former AuRico amalgamated to form Alamos, and certain assets of Former AuRico,
including the Kemess project, certain royalties and cash, were
transferred to AuRico Metals. Approximately 95.1% of the common
shares of AuRico Metals ("AuRico Metals Shares") were distributed
to Former Alamos and Former AuRico shareholders. Following
completion of the Arrangement, Alamos holds an equity interest of
approximately 4.9% in AuRico Metals.
Under the terms of the Arrangement, each Former Alamos share
held was ultimately exchanged for 1 Class A common share of
Alamos ("Class A Shares"),
US$0.0001 in cash, and 0.4397 AuRico
Metals Shares, and each Former AuRico share held was ultimately
exchanged for 0.5046 Class A Shares and 0.2219 AuRico Metals
Shares. Upon closing, Alamos has
approximately 255,505,000 Class A Shares outstanding with Former
Alamos and Former AuRico shareholders each owning approximately 50%
and AuRico Metals has approximately 118,120,000 shares outstanding
with Former Alamos and Former AuRico shareholders each owning
approximately 50% of the shares not held by Alamos.
It is anticipated that Alamos
will commence trading on the Toronto Stock Exchange ("TSX") and New
York Stock Exchange ("NYSE") under the symbol "AGI" and AuRico
Metals will commence trading on the TSX under the symbol "AMI" on
July 6, 2015. Former Alamos and
Former AuRico shares will be delisted from the TSX and NYSE that
same day.
"The completion of the merger has transformed Alamos into a leading intermediate producer.
With diversified gold production from three North American mines, a
portfolio of low-cost development projects in safe jurisdictions,
and one of the strongest balance sheets of our peer group, we look
forward to creating significant long term value for our
shareholders" said John A.
McCluskey, President and Chief Executive Officer of
Alamos.
"We are very happy to bring the transformative Alamos-AuRico
merger to fruition as we believe the new company will be a
stand-out performer in the intermediate gold producer space.
Completion of the merger also marks the inception of a new company,
AuRico Metals, formed around a portfolio of high quality producing
gold royalties and the advanced Kemess project. We are very excited
to get behind this new vehicle as we strive to deliver sustained
value creation for our shareholders," added Scott Perry, Executive Chairman of AuRico
Metals.
Termination of Dividend Reinvestment
and Share Purchase Plan
In connection with the completion of the Arrangement, the boards
of directors of Former Alamos and Former AuRico approved the
termination of the existing dividend reinvestment and share
purchase plans of Former Alamos and Former AuRico, respectively.
Upon termination of these plans, all whole shares of Former Alamos
and Former AuRico held on behalf of participants under the plans
were exchanged for Class A Shares, cash and AuRico Metals Shares in
accordance with the Arrangement and as described above. All
entitlements to fractional shares of Former Alamos or Former AuRico
under these plans will be paid to plan participants as cash in
accordance with the terms of the plans.
Participants seeking further information with respect to their
entitlements under the Former Alamos and Former AuRico dividend
reinvestment and share purchase plan may contact the plan agent,
Computershare Trust Company of Canada. Alamos expects to announce the implementation
of a new dividend reinvestment plan in the near future.
Amendment and Restatement of
Shareholder Rights Plan
The board of directors of Alamos has approved the amendment and
restatement of the amended and restated shareholders rights plan
agreement dated May 13, 2013 between
Former AuRico and Computershare Investor Services Inc. ("Rights
Plan"). The amendment and restatement of the Rights Plan does not
require shareholder approval in accordance with its terms, and was
intended to reflect clerical changes resulting from the
amalgamation of Former AuRico and Former Alamos pursuant to the
Arrangement. A copy of the amended and restated Rights Plan will be
posted on SEDAR.
Audit Committee
In connection with the completion of the Arrangement, the board
of directors of Alamos appointed
an audit committee composed of four directors, Paul Murphy (Chair), David Fleck, Ronald
Smith and Patrick Downey,
each of whom is independent within the meaning of the rules and
guidelines of the TSX and the NYSE and the applicable securities
regulatory authorities.
Appointment of Auditors
Additionally, KPMG LLP has been appointed as Alamos' auditors going forward.
About Alamos
Alamos is a Canadian-based
intermediate gold producer with diversified production from three
operating mines in North America.
This includes the Young-Davidson mine in northern Ontario, Canada and the Mulatos and El Chanate
mines in Sonora State, Mexico.
Additionally, Alamos has a
significant portfolio of exploration through advanced development
stage projects in Mexico,
Turkey, Canada and the
United States. Alamos employs more than 1,300 people
and is committed to the highest standards of sustainable
development.
About AuRico Metals
AuRico Metals is a mining royalty and development company whose
cornerstone assets include a 1.5% NSR on the Young-Davidson Gold
Mine, located in Ontario, Canada,
a 2% NSR on the Fosterville Mine, located in Victoria, Australia, and 100% ownership of the
advanced Kemess Project in British
Columbia, Canada. AuRico Metals' goal is to deliver
sustained value creation for the company's many stakeholders.
AuRico Metals' head office is located in Toronto, Ontario, Canada.
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.
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 are forward-looking statements that
involve various risks and uncertainties. These forward-looking
statements are based on forecasts of future operational or
financial results, estimates of amounts not yet determinable and
reasonable assumptions of management. Although Alamos and AuRico Metals have 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.
Please visit the Alamos website
at http://www.alamosgold.com or contact: Scott Parsons, Vice President, Investor
Relations, Alamos Gold Inc., +1-416-368-9932 x439,
sparsons@alamosgold.com; AuRico Metals Inc.: Chris Richter, President and Chief Executive
Officer, AuRico Metals Inc., +1-416-216-2780,
chris.richter@auricometals.ca
