Alamos Gold Inc.


Alamos Gold Inc.

January 21, 2013 21:07 ET

Alamos Gold Mails Offer to Aurizon Shareholders



TORONTO, ONTARIO--(Marketwire - Jan. 21, 2013) - Alamos Gold Inc. (TSX:AGI) -

All amounts in US dollars, unless stated otherwise

Alamos Gold Inc. ("Alamos" or the "Company") announced today that it has mailed its formal offer and take-over bid circular (the "Circular") and related documents with respect to Alamos' offer (the "Offer") to acquire all of the outstanding common shares (the "Aurizon Shares") of Aurizon Mines Ltd. ("Aurizon") to Aurizon shareholders.

Under the Offer, Alamos would acquire all of the outstanding Aurizon Shares for consideration value of C$4.65 per Aurizon Share. Each Aurizon shareholder can elect to receive consideration per Aurizon Share of either C$4.65 in cash or 0.2801 of a common share of Alamos ("Alamos Shares"), subject, in each case, to pro-ration based on a maximum cash consideration of C$305,000,000 and a maximum number of Alamos Shares issued of 23,500,000.

The Offer reflects a premium of approximately 40% based on the closing price of C$3.33 for the Aurizon Shares on the Toronto Stock Exchange (the "TSX") on January 9, 2013, and a premium of approximately 37% based on the volume-weighted average price of the Aurizon Shares on the TSX for the 20 trading days ended January 9, 2013.

The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on Tuesday, February 19, 2013, unless extended or withdrawn. The Offer is subject to certain conditions, including, among other things, (i) there being validly deposited under the Offer such number of Aurizon Shares which, together with Aurizon Shares directly or indirectly owned by Alamos and its affiliates, constitutes at least 662/3% of the total outstanding Aurizon Shares (calculated on a fully diluted basis), (ii) Aurizon shall not have adopted a shareholder rights plan, subject to certain limited exceptions, (iii) no material adverse changes, (iv) receipt of all necessary governmental or regulatory approvals and (v) other customary unsolicited offer conditions. Full details of the Offer are included in the Circular.

About the Offer

Alamos announced the Offer on January 14, 2013. Alamos filed the Circular and related documents with the securities regulatory authorities in Canada and the United States on January 14, 2013. Aurizon shareholders are advised to read the Circular as it contains important information, including the terms and conditions of the Offer and the procedures for depositing shares. Additional information about the Offer or copies of the Circular may be obtained free of charge from shareholders' investment advisers, from Dundee Capital Markets, who is acting as Alamos' dealer manager, Kingsdale Shareholder Services Inc. at 1-866-851-3214 (North American Toll Free Number) or 416-867-2272 (outside North America), who is acting as Alamos' depositary and information agent, or by directing a request to the Investor Relations department of Alamos at 416-368-9932 (ext. 401).

On January 14, 2013, Alamos filed with the United States Securities and Exchange Commission (the "SEC") a Registration Statement on Form F-10 and a Tender Offer Statement on Schedule TO each of which includes the Circular. Alamos encourages shareholders of Aurizon to read the full details of the Offer set forth in the Circular, which contains the full terms and conditions of the Offer and other important information as well as detailed instructions on how Aurizon shareholders can tender their Aurizon Shares to the Offer. Investors may also obtain a free copy of the Circular and other disclosure documents filed by Alamos from the System for Electronic Document Analysis and Retrieval at and from the SEC's website at

This News Release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of Aurizon or Alamos.

About Alamos

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 and Turkey. The Company employs more than 600 people in Mexico and Turkey and is committed to the highest standards of environmental management, social responsibility, and health and safety for its employees and neighbouring communities. Alamos has over $350 million in cash and short-term investments, is debt-free, and unhedged to the price of gold. As of January 21, 2013, Alamos had 127,455,786 common shares outstanding (132,116,086 shares fully diluted), which are traded on the TSX under the symbol "AGI".