Alamos Responds to Aurizon Directors' Circular

Alamos Responds to Aurizon Directors' Circular 
TORONTO, ONTARIO -- (Marketwire) -- 01/24/13 --  
All amounts are in United States dollars, unless stated otherwise.  
Alamos Gold Inc. (TSX:AGI) ("Alamos" or the "Company") announced
today that it has reviewed the Director's Circular (the "Circular")
issued by Aurizon Mines Ltd. ("Aurizon") on January 23, 2013 in
response to the offer (the "Offer") by Alamos to purchase all of the
outstanding common shares of Aurizon.  
The Circular provides no new information that would cause Alamos to
modify the Offer. Alamos's President and Chief Executive Officer,
John A. McCluskey, commented, "It is important to note that every
Aurizon shareholder we have met expressed strong support for the
Offer. Four large, sophisticated institutional shareholders of
Aurizon found the Offer price so compelling, they agreed to sell us
Aurizon shares at the Offer price immediately prior to our Offer to
the public. We encourage remaining Aurizon shareholders to continue
tendering to the Offer." Alamos currently owns over 16% of Aurizon.  
Alamos also noted Aurizon's new operating guidance for 2013, which is
buried on pages 28-30 of the Circular, once again fails to meet
street expectations. The Circular fails to adequately highlight the
inherent risks with Aurizon's plans to restore Casa Berardi to steady
state production.  
Alamos notes that the Circular also fails to address the many
benefits which Aurizon shareholders stand to gain from the Offer
which were highlighted in detail in Alamos's January 14th, 2013 press
release. These benefits include, among other things: 


 
--  A significant 40% premium to Aurizon's January 9, 2013 closing price.
    Using Alamos's 52-week high share price, the implied premium is 77%. 
    
--  The immediate creation of a new leading intermediate gold mining company
    with increased diversification, scale and liquidity. 
    
--  The combined company, with two steady producing, low cost mines located
    in stable jurisdictions, will be strongly positioned for growth from
    Alamos's other assets and will maintain a robust balance sheet capable
    of supporting all the development initiatives going forward. 
    
--  The combination is greater than the sum of its parts. 

 
Aurizon's board has adopted 
a tactical poison pill in an effort to
prevent Aurizon shareholders from accepting the Offer. Given that
every Aurizon shareholder approached by Alamos has expressed strong
support for the Offer, Alamos will be applying to securities
regulators to have the pill lifted before expiration of the Offer to
ensure Aurizon's shareholders are able to decide for themselves
whether to accept the Offer.  
How to Tender  
Aurizon shareholders are encouraged to continue tendering their
shares by completing the Letter of Transmittal included in the
documents mailed by Alamos. Kingsdale, the depositary and information
agent for the Offer, is available to assist and can be reached at
1-866-851-3214 (North American Toll Free Number) or 416-867-2272
(outside North America). For shareholders whose certificates are not
immediately available or who cannot deliver the certificates and all
other required documents to Kingsdale prior to the expiry time, they
may accept the Offer by properly completing and duly executing a
Notice of Guaranteed Delivery and returning it to Kingsdale as
specified in the Notice of Guaranteed Delivery. If Aurizon shares are
held by a broker or other financial intermediary, Aurizon
shareholders should contact such intermediary and instruct it to
tender their Aurizon shares.  
The Offer is open for acceptance until 5:00pm (Toronto time) on
February 19, 2013, unless extended or withdrawn. The Offer is subject
to certain conditions, including, among other things, minimum
acceptance of the Offer by Aurizon shareholders holding, together
with the Aurizon shares held by Alamos and its affiliates, at least
66 2/3 percent of the outstanding shares of Aurizon calculated on a
fully-diluted basis.  
About the Offer  
Alamos announced the Offer on January 14, 2013. Alamos filed the
take-over bid circular (the "Alamos 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 Alamos 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 Alamos Circular may be obtained free of charge from
shareholders' investment advisers, from Dundee Capital Markets, which
is acting as Alamos's dealer manager, Kingsdale Shareholder Services
Inc. at 1-866-851-3214 (North American Toll Free Number) or
416-867-2272 (outside North America), which is acting as Alamos's
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 Alamos Circular. Alamos encourages shareholders of
Aurizon to read the full details of the Offer set forth in the Alamos
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 Alamos 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 press release does not constitute an offer to buy or the
solicitation of an offer to sell any of the securities of Alamos or
Aurizon.  
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 press 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
mine
ral 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's 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's
common shares ("Alamos Shares"); the exercise of dissent rights in
connection with a compulsory acquisition or subsequent acquisition
transaction; the liquidity of Aurizon's common 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 NYSE; 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's Annual
Information Form and in the Circular. 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 press 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
 
 
Press spacebar to pause and continue. Press esc to stop.