Aurizon Board of Directors Unanimously Recommends

Aurizon Board of Directors Unanimously Recommends Shareholders Reject
the Alamos Hostile Take-Over Bid 
Determines Alamos Bid Is Financially Inadequate  
Adopts Shareholder Rights Plan To Enable Board To Explore Full Range
of Value-enhancing Alternatives 
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/23/13 -- The Board
of Directors of Aurizon Mines Ltd. (TSX:ARZ)(NYSE MKT:AZK) has
unanimously recommended that shareholders reject the hostile
take-over bid received from Alamos Gold ("the Offer"). 
George Brack, Chair of the Special Committee of the Aurizon Board of
Directors said, "This is a financially inadequate and opportunistic
offer, timed to take advantage of a transition year for Aurizon that
we believe will be the foundation of long-term value creation for our
shareholders. It fails to compensate Aurizon shareholders for the
true value of our assets. We also believe there is increased
geopolitical and development risk associated with Alamos shares." 
Mr. Brack added, "The Board and Special Committee are focused on
exploring the full range of value-maximizing alternatives for the
Company. These include building on existing initiatives and engaging
in discussions with third parties regarding potential alternative
transactions that create superior shareholder value." 
The Board's recommendation is based in part on the recommendation of
the Special Committee and the advice from financial advisors to
Aurizon and the Special Committee and follows a thorough review
process, undertaken in consultation with its financial and legal
advisors.  
Reasons to Reject The Alamos Hostile Bid  
The principal factors considered by the Board of Directors in making
their determination to recommend that shareholders REJECT the Alamos
Offer and NOT TENDER their Aurizon shares include: 
The Alamos Offer is financially inadequate: 
The value of the Alamos Offer is less than $4.65 per share.  


 
--  The Alamos Offer, based on the closing price of Alamos on the TSX on
    January 22, 2013, represented a value of $4.55 per Share assuming full
    pro-ration of the Alamos Offer consideration. This is a 4.1% discount to
    the closing price of Aurizon's Shares on the TSX on the same day and a
    21% discount to the 52-week high share price of Aurizon. 
    
--  The $4
.65 price has never been available to Aurizon Shareholders, based
    on the implied offer value, since the Alamos Offer announcement was
    made. Based on the current Alamos Offer value of $4.55 per Share, the
    effective premium to Aurizon Shareholders has eroded 4% relative to the
    closing price of the Aurizon Shares on January 11, 2013, the last
    trading day before the Alamos Offer announcement was made. 
    
--  Scotia Capital Inc. and CIBC World Markets Inc. have each delivered a
    written opinion to the Board of Directors and Special Committee,
    respectively, that as of January 22, 2013, and based upon and subject to
    the assumptions, limitations and qualifications set forth therein, the
    consideration offered under the Alamos Offer for the Aurizon Shares is
    inadequate from a financial point of view to the Aurizon shareholders,
    other than Alamos and its affiliates. 

 
The timing of the Alamos Offer is opportunistic: 


 
--  Casa Berardi is currently undergoing a transition phase in its mine
    plan, and therefore the recent operating results from Casa Berardi are
    not reflective of its normalized operations, and the longer term
    prospects for Aurizon which remain unchanged. 
    
--  The Alamos Offer was made at a time when Aurizon's Shares were trading
    at its lowest levels since December 2008. It was timed to take advantage
    of a depressed Aurizon share price following the announcement on
    November 8, 2012 of Aurizon's third quarter 2012 financial results and
    revised guidance for 2012. 
    
--  The day prior to the release of Aurizon's third quarter 2012 financial
    results, Aurizon's Shares traded above the Alamos Offer price. 

 
The Alamos Offer is disadvantageous to Aurizon shareholders, other
than Alamos and its affiliates: 


 
--  Aurizon Shareholders would own a maximum of approximately 16% of the
    combined company, and thus, significantly decreasing their exposure to
    Aurizon's assets; and 
    
--  Aurizon would be contributing proportionately more to the combined
    company in terms of 2013 forecast gold production, gold reserves and
    gold resources. 

 
The Board also has serious concerns about unequal treatment of
Aurizon shareholders as a result of Alamos having entered into
private share purchase agreements with certain shareholders of
Aurizon immediately prior to the commencement of the Alamos Offer. 
The Board's recommendation that the Aurizon shareholders REJECT the
Alamos Offer and DO NOT TENDER their Aurizon Shares, as well as a
more detailed discussion of its reasons for rejecting the Alamos
offer and the written opinions provided by Scotia Capital Inc. and
CIBC World Markets Inc., are contained in a Directors' Circular that
will be filed today, a copy of which will be available at
www.sedar.com, www.aurizon.com/maximizevalue and as part of the
Schedule 14D-9 to be filed by Aurizon on EDGAR and available at
www.sec.gov. Copies of the Director's Circular are being mailed to
all shareholders and shareholders are urged to read the Directors'
Circular and accompanying letter in its entirety.  
Adoption of Shareholder Rights Plan 
The Aurizon Board of Directors also announced today that it has
adopted a shareholder rights plan (the "Rights Plan") to provide the
Board with adequate time to identify, develop and negotiate
value-enhancing alternatives, if appropriate, to any unsolicited
take-over bid, including the Alamos Offer and to encourage equal
treatment of shareholders in connection with any take-over bid offer.
The Rights Plan is not intended to prevent a take-over of Aurizon or
to secure continuance in office of management or the directors. While
the Rights Plan is immediately effective, it remains subject to
regulatory approval. The Company intends to seek shareholder
ratification of the Rights Plan at a special meeting of shareholders
to be held on March 7, 2013. A copy of the Rights Plan will be filed
today and will be available at www.sedar.com,
www.aurizon.com/maximizevalue and as part of the registration
statement on Form 8-A to be filed by Aurizon and available at
www.sec.gov.  
How to Withdraw Shares from the Alamos Offer 
Shareholders who have questions or who may have already tendered
their shares to the Alamos Offer and wish to withdraw them, may do so
by contacting our Information Agent, Georgeson Toll Free (North
America): 1-888-605-7616, Outside North America Call Collect:
1-781-575-2422 or Email: askus@georgeson.com.  
This news release contains forward-looking information (as defined in
the Securities Act (British Columbia)) and forward-looking statements
(collectively, "forward-looking statements") that are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. In this news release, such
forward-looking statements include statements regarding the value of
Aurizon, the long-term prospects of Casa Berardi, estimates regarding
2013 gold production and the adoption of a shareholder rights plan.
These forward-looking statements are based on a number of
assumptions, including assumptions regarding the Alamos Offer and the
value of Aurizon's assets, in particular Casa Berardi; the
shareholder rig
hts plan becoming effective as planned; the successful
completion of new development projects, planned expansions or other
projects within the timelines anticipated and at anticipated
production levels; the accuracy of reserve and resource estimates,
grades, mine life and cash cost estimates; whether mineral resources
can be developed; interest and exchange rates; the price of gold and
other metals; competitive conditions in the mining industry; title to
mineral properties; financing requirements; general economic
conditions; and changes in laws, rules and regulations applicable to
Aurizon. Although management of Aurizon believes that the assumptions
made and the expectations represented by such statements are
reasonable, there can be no assurance that a forward-looking
statement herein will prove to be accurate. Actual results and
developments may differ materially from those expressed or implied by
the forward-looking statements contained in this news release and
even if such actual results and developments are realized or
substantially realized, there can be no assurance that they will have
the expected consequences or effects. Factors which could cause
actual results to differ materially from current expectations include
those risks set forth in Aurizon's Annual Information Form dated
March 30, 2012. You should not place undue reliance on any
forward-looking statements contained in this news release. Aurizon
specifically disclaims any obligation to reissue or update these
forward-looking statements as a result of new information or events
after the date hereof, except as may be required by law. 
About Aurizon 
Aurizon is a gold producer with a growth strategy focused on
developing its existing projects in the Abitibi region of
north-western Quebec, one of the world's most favourable mining
jurisdictions and prolific gold and base metal regions, and by
increasing its asset base through accretive transactions. Aurizon
shares trade on the Toronto Stock Exchange under the symbol "ARZ" and
on the NYSE MKT under the symbol "AZK". Additional information on
Aurizon and its properties is available on Aurizon's website at
www.aurizon.com.
Contacts:
Longview Communications
Trevor Zeck
Media Contact
(604) 375-5941 
Longview Communications
Nick Anstett
Media Contact
(416) 649-8008 
Aurizon Mines Ltd. - Investor Contact:
Jennifer North
Manager Investor Relations
604-687-6600 or Toll Free: 1-800-411-GOLD (4653)
604-687-3932 (FAX)
jennifer.north@aurizon.com / info@aurizon.com
www.aurizon.com
 
 
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