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Alamos Gold Mails Offer to Aurizon Shareholders

Alamos Gold Mails Offer to Aurizon Shareholders 
TORONTO, ONTARIO -- (Marketwire) -- 01/21/13 -- 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on Tuesday, February 19, 2013, unless extended or withdrawn.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
66 2/3% 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 www.sedar.com and from the SEC's website at
www.sec.gov.  
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".  
Cautionary Note  
No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained
herein. Certain statements in this News Release are "forward-looking
statements", including within the meaning of the United States
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact included in this release,
including without limitation statements regarding forecast gold
production, gold grades, recoveries, waste-to-ore ratios, total cash
costs, potential mineralization and reserves, exploration results,
and future plans and objectives of Alamos, are forward-looking
statements that involve various risks and uncertainties. These
forward-looking statements include, but are not limited to,
statements with respect to mining and processing of mined ore,
achieving projected recovery rates, anticipated production rates and
mine life, operating efficiencies, costs and expenditures, changes in
mineral resources and conversion of mineral resources to proven and
probable reserves, and other information that is based on forecasts
of future operational or financial results, estimates of amounts not
yet determinable and assumptions of management.  
Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always,
using words or phrases such as "expects" or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"estimates" or "intends", or stating that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur or
be achieved) are not statements of historical fact and may be
"forward-looking statements." Forward-looking statements are subject
to a variety of risks and uncertainties that could cause actual
events or results to differ from those reflected in the
forward-looking statements.  
There can be no assurance that forward-looking statements will prove
to be accurate and actual results and future events could differ
materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from
Alamos' expectations include, among others, risks related to the
Offer; fluctuations in the value of the consideration; integration
issues; the effect of the Offer on the market price of Alamos Shares;
the exercise of dissent rights in connection with a compulsory
acquisition or subsequent acquisition transaction; the liquidity of
the Aurizon Shares; risks associated with Aurizon becoming a
subsidiary of Alamos; differences in Aurizon shareholder interests;
the reliability of the information regarding Aurizon; change of
control provisions; risks associated with obtaining governmental and
regulatory approvals; failure to maintain effective internal
controls; the liquidity of Alamos Shares on the New York Stock
Exchange; the effect of the Offer on non-Canadian shareholders; and
risks related to the on-going business of Alamos, including risks
related to international operations, the actual results of current
exploration activities, conclusions of economic evaluations and
changes in project parameters as plans continue to be refined as well
as future prices of gold and silver, as well as those factors
discussed in the section entitled "Risk Factors" in Alamos' Annual
Information Form. Although Alamos has 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.  
The information in this News Release concerning Aurizon and Aurizon's
assets and projects is based on publicly available information and
has not been independently verified by Alamos. 
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release. 
Contacts:
Alamos Gold Inc.
Jo Mira Clodman
Vice President, Investor Relations
(416) 368-9932 x 401 
Kingsdale Shareholder Services Inc.
North American Toll-Free: 1-866-851-3214
Outside North America: (416) 867-2272
 
 
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