Alamos Gold and AuRico Sign $1.5 Billion Merger Deal

Alamos Gold (TSX:AGI,NYSE:AGI) announced that it has signed an agreement with AuRico Gold Inc. (TSX:AUQ,NYSE:AUQ) to form a US$1.5 billion friendly merger that will create a business with operating mines in Ontario and Mexico and a minority stake in a spinoff company working on a project in British Columbia.

As quoted in the market news:

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 percent 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 percent net smelter return royalty 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 percent 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.

Highlights of the merger include:

• 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, CEO of Alamos Gold, commented:

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 Gold, commented:

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.

Click here to read the full Alamos Gold (TSX:AGI,NYSE:AGI) press release.