EX-4.6



 Exhibit 4.6 

NI 51 – 102F4 – BUSINESS ACQUISITION REPORT 
  

	Item 1	Identity of Company 

  

	1.1	Name and Address of Company 

 Alamos Gold Inc. 

130 Adelaide Street West, Suite 2200 

Toronto, Ontario Canada M5H 3P5 
  

	1.2	Executive Officer 

 Gregory Fisher 

Vice President, Finance 

Telephone: 416-368-9932 

 

	Item 2	Details of Acquisition 

  

	2.1	Nature of Business Acquired 

 Alamos Gold Inc. (“Former
Alamos”) and AuRico Gold Inc. (“AuRico”) entered into an arrangement agreement on April 12, 2015 (the “Arrangement Agreement”) to combine their respective companies by way of an arrangement (the “Arrangement”)
under the provisions of the Business Corporations Act (Ontario) (the “OBCA”), creating a new, leading intermediate gold producer to be named “Alamos Gold Inc.” (“Alamos” or the “Company”). 

The Arrangement which was completed on July 2, 2015, combined two highly-complementary
asset portfolios, including two long-life, cash flow-generating gold mines: AuRico’s Young Davidson mine in Ontario, Canada, and Former Alamos’ Mulatos mine in Sonora, Mexico, in addition to a pipeline of development and grass roots
exploration projects. 
 In addition, as set out in detail in the Circular (see below), a new company, AuRico Metals Inc.
(“AuRico Metals”) was formed to hold certain assets of AuRico, including the Kemess project, certain royalties and cash. Approximately 95.1% of the common shares of AuRico Metals (“AuRico Metals Shares”) were distributed to
Former Alamos and AuRico shareholders. Following completion of the Arrangement, Alamos holds an equity interest of approximately 4.9% in AuRico Metals. 

  
 1 








 Detailed information about each of the respective businesses (including AuRico
Metals) can be found in the joint management information circular dated May 22, 2015, available under Former Alamos and AuRico’s SEDAR (www.sedar.com) profiles (the “Circular”). For the purposes of go-forward accounting treatment, Former Alamos is considered the acquired company. 
  

	2.2	Acquisition Date 

 July 2, 2015 

 

	2.3	Consideration 

 Under the terms of the Arrangement, each Former Alamos
Gold share held was exchanged for one (1) Class A common share of Alamos (“Class A Shares”), US$0.0001 in cash, and 0.4397 AuRico Metals Shares, and each AuRico Gold share held was exchanged for 0.5046 Class A Shares
and 0.2219 AuRico Metals Shares. 
 Alamos has approximately 255,505,000 Class A Shares outstanding with former Alamos
and former AuRico shareholders each owning approximately 50% and AuRico Metals has approximately 118,120,000 shares outstanding with former Alamos and former AuRico shareholders each owning approximately 50% of the shares not held by Alamos. 

 

	2.4	Effect on Financial Position 

 The effect of the Acquisition on the
Company’s financial position is outlined in the unaudited pro forma consolidated financial statements attached as Appendix A to this Report. 

The Company does not presently plan or propose to make any material change in its business or affairs that would reasonably be
expected to have a significant effect on the results of operations or financial position of the Company, except as otherwise disclosed in its public filings on SEDAR at www.sedar.com. 

 

	2.5	Prior Valuations 

 None. 

 

	2.6	Parties to Transaction 

 The Arrangement was not with an “informed
person” (as such term is defined in Section 1.1 of National Instrument 51-102 Continuous Disclosure Obligations), associate or affiliate of Alamos or AuRico. 

  
 2 









	2.7	Date of Report 

 August 7, 2015 

 

	Item 3	Financial Statements and Other Information 

 The audited financial
statements of Former Alamos and consolidated financial statements of Former Alamos for the fiscal years ended December 31, 2014 together with the auditor’s report thereon; and, the unaudited interim consolidated financial statements of Former
Alamos for the three months ended March 31, 2015, are incorporated by reference into this Report and available under Former Alamos’ profile on SEDAR (www.sedar.com). Alamos has not requested nor obtained the consent Ernst &
Young LLP to incorporate by reference its auditors’ report or the consent of KPMG LLP to its report contained in the Circular. 

Unaudited Pro forma Statements 

The unaudited pro forma consolidated balance sheet of the Company as at March 31, 2015, and the unaudited pro forma
consolidated statement of operations of the Company for the three months ended March 31, 2015 and the year ended December 31, 2014, together with the notes thereto and other information required by Part 8 of NI
51-102, giving effect to the Arrangement, are attached as Appendix A hereto. 

  
 3 








 Appendix “A” 

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS 

AS AT AND FOR THE THREE MONTHS ENDED MARCH 31, 2015 

AND FOR THE YEAR ENDED DECEMBER 31, 2014 

(Expressed in thousands of United States dollars, unless otherwise noted) 

  
 4 








 Alamos Gold Inc. 

Unaudited Pro Forma Consolidated Balance Sheet 

As at March 31, 2015 
  

																													
	 (in thousands of United States dollars)
	  	 	 	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 	 	 	 
	 	  	AuRico	 	  	AuRico
Metals
(Note 6(xvi)	 	 	AuRico
excluding
AuRico
Metals	 	  	Former
Alamos	 	 	 	 	  	Pro forma
adjustments
(Note 6)	 	 	Pro forma
consolidated	 
	 ASSETS
	  				  				 				  				 				  				 			
	 Cash and cash equivalents
	  	$	91,084	  	  	($	208	) 	 	$	90,876	  	  	$	351,441	  	 	 	(v)	  	  	 	(20,000	) 	 	 	400,460	  
		  				  				 				  				 	 	(vi)	  	  	 	(21,844	) 	 			
		  				  				 				  				 	 	(iii)	  	  	 	(13	) 	 			
	 Receivables
	  	 	14,112	  	  	 	(954	) 	 	 	13,158	  	  	 	12,402	  	 				  				 	 	25,560	  
	 Current income taxes receivable
	  	 	4,961	  	  	 	(1,550	) 	 	 	3,411	  	  	 	14,191	  	 	 	(viii)	  	  	 	1,550	  	 	 	19,152	  
	 Investments
	  	 	—  	  	  	 	—  	  	 	 	—  	  	  	 	162	  	 				  				 	 	162	  
	 Inventories
	  	 	75,083	  	  	 	(5,293	) 	 	 	69,790	  	  	 	55,115	  	 				  				 	 	124,905	  
	 Prepaids and deposits
	  	 	1,581	  	  	 	(40	) 	 	 	1,541	  	  	 	4,445	  	 				  				 	 	5,986	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
		  	 	186,821	  	  	 	(8,045	) 	 	 	178,776	  	  	 	437,756	  	 				  	 	(40,307	) 	 	 	576,225	  
	 Investments
	  	 	176	  	  	 	—  	  	 	 	176	  	  	 	—  	  	 	 	(xv)	  	  	 	6,856	  	 	 	7,032	  
	 Long-term inventories
	  	 	102,136	  	  	 	—  	  	 	 	102,136	  	  	 	6,639	  	 				  				 	 	108,775	  
	 Investments in associate and joint venture
	  	 	23,288	  	  	 	—  	  	 	 	23,288	  	  	 	—  	  	 				  				 	 	23,288	  
	 Other long-term assets
	  	 	47,910	  	  	 	(14,642	) 	 	 	33,268	  	  	 	—  	  	 	 	(v)	  	  	 	7,560	  	 	 	40,828	  
	 Property, plant and equipment and mining interests
	  	 	1,655,390	  	  	 	(107,289	) 	 	 	1,548,101	  	  	 	437,459	  	 	 	(ix)	  	  	 	(7,245	) 	 	 	1,941,006	  
		  				  				 				  				 	 	(x)	  	  	 	(37,309	) 	 			
	 Intangible assets
	  	 	27,567	  	  	 	(8,897	) 	 	 	18,670	  	  	 	—  	  	 				  				 	 	18,670	  
	 Goodwill
	  	 	241,693	  	  	 	—  	  	 	 	241,693	  	  	 	—  	  	 				  				 	 	241,693	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
		  	$	2,284,981	  	  	($	138,873	) 	 	$	2,146,108	  	  	$	881,854	  	 				  	($	70,445	) 	 	 	2,957,517	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 

 See accompanying notes 

  
 5 








 Alamos Gold Inc. 

Unaudited Pro Forma Consolidated Balance Sheet 

As at March 31, 2015 
  

																											
	 (in thousands of United States dollars)
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 
	 	  	AuRico	 	 	AuRico
Metals
(Note 6(xvi)	 	 	AuRico
excluding
AuRico
Metals	 	 	Former
Alamos	 	 	 	  	Pro forma
adjustments	 	 	Pro forma
consolidated	 
	 LIABILITIES
	  				 				 				 				 		  				 			
	 Trade payables and accrued liabilities
	  	$	41,514	  	 	($	1,433	) 	 	$	40,081	  	 	$	32,241	  	 	(iv)	  	 	921	  	 	$	73,243	  
	 Current income tax liability
	  	 	452	  	 	 	(187	) 	 	 	265	  	 	 	—  	  	 		  				 	 	265	  
	 Current portion of debt and financing obligations
	  	 	6,592	  	 	 	—  	  	 	 	6,592	  	 	 	—  	  	 		  				 	 	6,592	  
	 Derivative liabilities
	  	 	2,823	  	 	 	—  	  	 	 	2,823	  	 	 	—  	  	 		  				 	 	2,823	  
	 Obligation to renounce flow-through exploration expenditures
	  	 	4,390	  	 	 	—  	  	 	 	4,390	  	 	 	—  	  	 		  				 	 	4,390	  
	 Current portion of long-term provisions
	  	 	1,671	  	 	 	(388	) 	 	 	1,283	  	 	 	—  	  	 		  				 	 	1,283	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
		  	 	57,442	  	 	 	(2,008	) 	 	 	55,434	  	 	 	32,241	  	 		  	 	921	  	 	 	88,596	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
	 Debt and financing obligations
	  	 	306,220	  	 	 	—  	  	 	 	306,220	  	 	 	—  	  	 		  				 	 	306,220	  
	 Obligation to renounce flow-through exploration expenditures
	  	 	1,853	  	 	 	—  	  	 	 	1,853	  	 	 	—  	  	 		  				 	 	1,853	  
	 Provisions
	  	 	27,508	  	 	 	(13,908	) 	 	 	13,600	  	 	 	22,559	  	 		  				 	 	36,159	  
	 Other liabilities
	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	503	  	 		  				 	 	503	  
	 Deferred income tax liability
	  	 	289,216	  	 	 	(14,141	) 	 	 	275,075	  	 	 	40,115	  	 	(x)	  	 	(9,406	) 	 	 	339,311	  
		  				 				 				 				 	(xi)	  	 	50,698	  	 			
		  				 				 				 				 	(xii)	  	 	(17,171	) 	 			
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
		  	 	682,239	  	 	 	(30,057	) 	 	 	652,182	  	 	 	95,418	  	 		  	 	25,042	  	 	 	772,642	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
	 SHAREHOLDERS’ EQUITY
	  				 				 				 				 		  				 			
	 Capital stock
	  	 	2,041,791	  	 	 	—  	  	 	 	2,041,791	  	 	 	509,068	  	 	(i)	  	 	(509,068	) 	 	 	2,763,865	  
		  				 				 				 				 	(ii)	  	 	722,074	  	 			
	 Warrants
	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	21,667	  	 	(i)	  	 	(21,667	) 	 	 	1,312	  
		  				 				 				 				 	(iv)	  	 	1,312	  	 			
	 Contributed surplus
	  	 	63,089	  	 	 	—  	  	 	 	63,089	  	 	 	26,758	  	 	(i)	  	 	(26,758	) 	 	 	67,262	  
		  				 				 				 				 	(iv)	  	 	4,173	  	 			
	 Deficit
	  	 	(501,897	) 	 	 	(108,816	) 	 	 	(610,713	) 	 	 	229,453	  	 	(i)	  	 	(229,453	) 	 	 	(647,323	) 
		  				 				 				 				 	(v)	  	 	(12,440	) 	 			
		  				 				 				 				 	(vi)	  	 	(21,844	) 	 			
		  				 				 				 				 	(viii)	  	 	1,550	  	 			
		  				 				 				 				 	(x)	  	 	(27,903	) 	 			
		  				 				 				 				 	(xii)	  	 	17,171	  	 			
		  				 				 				 				 	(xv)	  	 	6,856	  	 			
	 Accumulated other comprehensive income
	  	 	(241	) 	 	 	—  	  	 	 	(241	) 	 	 	(510	) 	 	(i)	  	 	510	  	 	 	(241	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
		  	 	1,602,742	  	 	 	(108,816	) 	 	 	1,493,926	  	 	 	786,436	  	 		  	 	(95,487	) 	 	 	2,184,875	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
		  	$	2,284,981	  	 	($	138,873	) 	 	$	2,146,108	  	 	$	881,854	  	 		  	($	70,445	) 	 	$	2,957,517	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 

 See accompanying notes 

  
 6 








 Alamos Gold Inc. 

Unaudited Pro Forma Consolidated Statement of Operations 

For the Three Months ended March 31, 2015 
  

																											
	 (in thousands of United States dollars)
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 
	 	  	AuRico	 	 	AuRico
Metals
(Note 6(xvi)	 	 	AuRico
excluding
AuRico
Metals	 	 	Former
Alamos	 	 	 	  	Pro forma
adjustments	 	 	Pro forma
consolidated	 
	 Revenue from mining operations
	  	$	65,359	  	 	$	—  	  	 	$	65,359	  	 	$	44,728	  	 	(xiv)	  	 	514	  	 	 	110,601	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
	 Expenses
	  				 				 				 				 		  				 			
	 Production costs
	  	 	37,712	  	 	 	—  	  	 	 	37,712	  	 	 	29,436	  	 	(vii)	  	 	678	  	 	 	68,340	  
		  				 				 				 				 	(xiv)	  	 	514	  	 			
	 Refining costs
	  	 	190	  	 	 	—  	  	 	 	190	  	 	 	—  	  	 		  				 	 	190	  
	 Amortization and depletion
	  	 	21,585	  	 	 	—  	  	 	 	21,585	  	 	 	8,954	  	 	(ix)	  	 	228	  	 	 	30,089	  
		  				 				 				 				 	(x)	  	 	(678	) 	 			
	 Reclamation, care and maintenance expenses
	  	 	32	  	 	 	(32	) 	 	 	—  	  	 	 	—  	  	 		  				 	 	—  	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
	 Total cost of sales
	  	 	59,519	  	 	 	(32	) 	 	 	59,487	  	 	 	38,390	  	 		  	 	742	  	 	 	98,619	  
	 General and administrative expenses
	  	 	4,750	  	 	 	(269	) 	 	 	4,481	  	 	 	4,556	  	 		  				 	 	9,037	  
	 Exploration and business development
	  	 	406	  	 	 	—  	  	 	 	406	  	 	 	1,733	  	 	(xiii)	  	 	(834	) 	 	 	1,305	  
	 Impairment charge
	  	 	3,175	  	 	 	—  	  	 	 	3,175	  	 	 	—  	  	 		  				 	 	3,175	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
	 (Loss) / earnings from operations
	  	 	(2,491	) 	 	 	301	  	 	 	(2,190	) 	 	 	49	  	 		  	 	606	  	 	 	(1,535	) 
	 Finance costs
	  	 	(5,816	) 	 	 	47	  	 	 	(5,769	) 	 	 	(360	) 	 		  				 	 	(6,129	) 
	 Foreign exchange loss
	  	 	(5,046	) 	 	 	1,229	  	 	 	(3,817	) 	 	 	(1,767	) 	 		  				 	 	(5,584	) 
	 Other income
	  	 	6,973	  	 	 	(5,754	) 	 	 	1,219	  	 	 	7,070	  	 		  				 	 	8,289	  
	 Equity in loss of associate and joint venture
	  	 	(145	) 	 	 	—  	  	 	 	(145	) 	 	 	—  	  	 		  				 	 	(145	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
	 (Loss) / earnings before income taxes
	  	 	(6,525	) 	 	 	(4,177	) 	 	 	(10,702	) 	 	 	4,992	  	 		  	 	606	  	 	 	(5,104	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
	 Deferred income tax expense / (recovery)
	  	 	28,314	  	 	 	(4,223	) 	 	 	24,091	  	 	 	300	  	 	(ix)	  	 	(80	) 	 	 	24,311	  
	 Current income tax expense
	  	 	419	  	 	 	(187	) 	 	 	232	  	 	 	2,477	  	 		  				 	 	2,709	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
		  	 	28,733	  	 	 	(4,410	) 	 	 	24,323	  	 	 	2,777	  	 		  	 	(80	) 	 	 	27,020	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
	 Net (loss ) / earnings
	  	($	35,258	) 	 	$	233	  	 	($	35,025	) 	 	$	2,215	  	 		  	 	686	  	 	($	32,124	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 		  	  
	  
	 	 	  
	  
	 
	 Loss per common share
	  				 				 				 				 		  				 			
	 Basic
	  	($	0.14	) 	 				 	($	0.14	) 	 				 		  				 	($	0.06	) 
	 Diluted
	  	($	0.14	) 	 				 	($	0.14	) 	 				 		  				 	($	0.06	) 
	 Weighted average number of common shares outstanding (in thousands)
	   
	 				 		  				 			
	 Basic
	  	 	250,839	  	 				 	 	250,839	  	 				 		  				 	 	503,313	  
	 Diluted
	  	 	250,839	  	 				 	 	250,839	  	 				 		  				 	 	503,313	  
	 Loss per Class A common share
	  				 				 				 				 		  				 			
	 Basic
	  	($	0.14	) 	 				 	($	0.14	) 	 				 	(xvii)	  				 	($	0.13	) 
	 Diluted
	  	($	0.14	) 	 				 	($	0.14	) 	 				 		  				 	($	0.13	) 
	 Weighted average number of Class A common shares outstanding (in
thousands)
	   
	 				 		  				 			
	 Basic
	  	 	250,839	  	 				 	 	250,839	  	 				 	(xvii)	  				 	 	253,972	  
	 Diluted
	  	 	250,839	  	 				 	 	250,839	  	 				 		  				 	 	253,972	  

 See accompanying notes 

  
 7 








 Alamos Gold Inc. 

Unaudited Pro Forma Consolidated Statement of Operations 

For the Year ended December 31, 2014 
  

																													
	 (in thousands of United States dollars)
	 
	 	  	AuRico	 	 	AuRico
Metals
(Note 6(xvi)	 	 	AuRico
excluding
AuRico
Metals	 	 	Former
Alamos	 	 	 	 	  	Pro forma
adjustments	 	 	Pro forma
consolidated	 
	 Revenue from mining operations
	  	$	291,182	  	 	$	—  	  	 	$	291,182	  	 	$	169,938	  	 	 	(xiv)	  	  	 	1,800	  	 	 	462,920	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
	 Expenses
	  				 				 				 				 				  				 			
	 Production costs
	  	 	199,309	  	 	 	—  	  	 	 	199,309	  	 	 	94,686	  	 	 	(vii)	  	  	 	3,074	  	 	 	298,869	  
	 Refining costs
	  	 	595	  	 	 	—  	  	 	 	595	  	 	 	—  	  	 	 	(xiv)	  	  	 	1,800	  	 	 	595	  
	 Amortization and depletion
	  	 	121,468	  	 	 	—  	  	 	 	121,468	  	 	 	42,970	  	 	 	(ix)	  	  	 	633	  	 	 	161,997	  
	 Reclamation, care and maintenance expenses
	  	 	5,971	  	 	 	(4,972	) 	 	 	999	  	 	 	—  	  	 	 	(x)	  	  	 	(3,074	) 	 	 	999	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
	 Total cost of sales
	  	 	327,343	  	 	 	(4,972	) 	 	 	322,371	  	 	 	137,656	  	 				  	 	2,433	  	 	 	462,460	  
	 General and administrative expenses
	  	 	25,921	  	 	 	(1,428	) 	 	 	24,493	  	 	 	16,377	  	 				  				 	 	40,870	  
	 Exploration and business development
	  	 	1,001	  	 	 	—  	  	 	 	1,001	  	 	 	6,158	  	 	 	(xiii)	  	  	 	(3,954	) 	 	 	3,205	  
	 Impairment charge
	  	 	91,622	  	 	 	—  	  	 	 	91,622	  	 	 	—  	  	 				  				 	 	91,622	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
	 (Loss) / earnings from operations
	  	 	(154,705	) 	 	 	6,400	  	 	 	(148,305	) 	 	 	9,747	  	 				  	 	3,321	  	 	 	(135,237	) 
	 Finance costs
	  	 	(19,910	) 	 	 	365	  	 	 	(19,545	) 	 	 	(1,393	) 	 				  				 	 	(20,938	) 
	 Foreign exchange loss
	  	 	(6,639	) 	 	 	2,288	  	 	 	(4,351	) 	 	 	(4,700	) 	 				  				 	 	(9,051	) 
	 Other loss
	  	 	(17,201	) 	 	 	10,785	  	 	 	(6,416	) 	 	 	(1,315	) 	 				  				 	 	(7,731	) 
	 Equity in loss of associate and joint venture
	  	 	(171	) 	 	 	—  	  	 	 	(171	) 	 	 	—  	  	 				  				 	 	(171	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
	 (Loss) / earnings before income taxes
	  	 	(198,626	) 	 	 	19,838	  	 	 	(178,788	) 	 	 	2,339	  	 				  	 	3,321	  	 	 	(173,128	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
	 Deferred income tax (recovery) / expense
	  	 	(26,278	) 	 	 	451	  	 	 	(25,827	) 	 	 	1,100	  	 	 	(ix)	  	  	 	(223	) 	 	 	(24,950	) 
	 Current income tax (recovery) / expense
	  	 	(2,700	) 	 	 	—  	  	 	 	(2,700	) 	 	 	3,365	  	 				  				 	 	665	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
		  	 	(28,978	) 	 	 	451	  	 	 	(28,527	) 	 	 	4,465	  	 				  	 	(223	) 	 	 	(24,285	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
	 Net (loss ) / earnings
	  	($	169,648	) 	 	$	19,387	  	 	($	150,261	) 	 	($	2,126	) 	 				  	$	3,544	  	 	($	148,843	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 				  	  
	  
	 	 	  
	  
	 
	 Loss per common share
	  				 				 				 				 				  				 			
	 Basic
	  	($	0.68	) 	 				 	($	0.60	) 	 				 				  				 	($	0.30	) 
	 Diluted
	  	($	0.68	) 	 				 	($	0.60	) 	 				 				  				 	($	0.30	) 
	 Weighted average number of common shares outstanding (in thousands)
	   
	 				 				  				 			
	 Basic
	  	 	248,890	  	 				 	 	248,890	  	 				 				  				 	 	501,364	  
	 Diluted
	  	 	248,890	  	 				 	 	248,890	  	 				 				  				 	 	501,364	  
	 Loss per Class A common share
	   
	 				 				 				 				  				 			
	 Basic
	  	($	0.68	) 	 				 	($	0.60	) 	 				 	 	(xvii)	  	  				 	($	0.59	) 
	 Diluted
	  	($	0.68	) 	 				 	($	0.60	) 	 				 				  				 	($	0.59	) 
	 Weighted average number of Class A common shares outstanding (in
thousands)
	   
	 				  				 			
	 Basic
	  	 	248,890	  	 				 	 	248,890	  	 				 	 	(xvii)	  	  				 	 	252,988	  
	 Diluted
	  	 	248,890	  	 				 	 	248,890	  	 				 				  				 	 	252,988	  

 See accompanying notes 

  
 8 








 Alamos Gold Inc. 

Notes to the Unaudited Pro Forma Consolidated Financial Statements 

March 31, 2015 
 (In
thousands of United States dollars, unless otherwise noted) 
  

	1.	 Description of the transaction 



The pro forma consolidated financial statements have been prepared for the purpose of inclusion in the Business Acquisition Report dated August
7, 2015 in connection with the definitive agreement (the “Arrangement Agreement”) which closed on July 2, 2015, pursuant to which AuRico Gold Inc. (“AuRico”) and Alamos Gold Inc. (“Former Alamos”) combined by way of a
statutory arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) to form a new intermediate gold producer, Alamos Gold Inc. (“Alamos”). 

Under the Arrangement, each share of Former Alamos was exchanged for one Alamos Class A common share (equivalent to 1.9818 existing
AuRico shares) and $0.0001 in cash and each share of AuRico was exchanged for 0.5046 Class A common shares of Alamos. Also under the Arrangement, all Former Alamos options, warrants, stock appreciation rights, restricted share units and
deferred share units, and all AuRico options, performance share units, restricted share units and deferred share units, were exchanged for equivalent Alamos awards and were adjusted as contemplated by the Arrangement. 

In addition, in accordance with the Arrangement, AuRico Metals Inc. (“AuRico Metals”), AuRico and Former Alamos entered into a
contribution agreement (the “AuRico Metals Contribution Agreement”), whereby AuRico Metals was transferred the Kemess Project, a new 1.5% net smelter return royalty on the Young-Davidson mine (the
“Y-D Royalty”), and the Fosterville, Leviathan and Stawell net smelter return royalties, cash in an amount equal to $20 million less the Converted Committed Amount (as defined below), and cash
in an amount equal to the Earn- In Committed Amount (which amount must be spent by AuRico Metals as agent and on behalf of Alamos on Canadian exploration expenses). 

In addition, AuRico Metals granted to Alamos a right to earn up to a 30% interest in the Kemess East Project by spending $20 million
Canadian dollars (“CAD”) on the Kemess East Project by December 31, 2016, of which $9.5 million CAD, subject to upward adjustment, is a committed amount (such amount in CAD, the “Earn-In
Committed Amount”, or such amount converted into US dollars based on the Bank of Canada noon exchange rate on the business day immediately prior to the completion of the Arrangement, the “Converted Committed Amount”). The Earn-In
Committed Amount was paid to AuRico Metals on July 2, 2015 and must be spent by AuRico Metals as agent and on behalf of Alamos on Canadian exploration expenses. 

If Alamos does not elect to spend the remaining $10.5 million CAD before January 5, 2016, or does not spend or pay to AuRico Metals to
spend on its behalf the remaining $10.5 million CAD by December 31, 2016, Alamos shall not earn any interest in the Kemess East Project and shall not be entitled to any credit, refund or other compensation or reimbursement for amounts spent by
it (including the Earn-In Committed Amount). If Alamos does receive the earn-in interest, Alamos and AuRico Metals will enter into a joint venture on the Kemess East Project. At any time after Alamos earns
into the Kemess East Project, AuRico Metals shall have the right to buy-back Alamos’s interest for approximately $11.55 million CAD, which can be paid in cash or shares of AuRico Metals. 

Upon completion of the Arrangement, Alamos owned 4.9% of AuRico Metals, and the remaining 95.1% of AuRico Metals shares will be distributed by
Alamos to holders of Class A common shares pro rata to their holdings of Class A common shares. 

  
 9 









	2.	 Basis of presentation 



These pro forma consolidated financial statements have been prepared by management of Alamos based on financial statements which were prepared
in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) to give effect to the transactions described in Note 1. 

The pro forma consolidated statement of operations for the year ended December 31, 2014 and unaudited pro forma consolidated statement of
operations the three months March 31, 2015 give effect to the transaction described in note 1 as if they had occurred on January 1, 2014. 

The pro forma consolidated balance sheet as at March 31, 2015 gives effect to the transactions described in note 1 as if they had occurred on
March 31, 2015. 
 The pro forma consolidated financial statements were based on and should be read in conjunction with the: 

 

	•	 	 separate audited consolidated financial statements of AuRico as at and for the year ended December 31, 2014,
prepared in accordance with IFRS as issued by the IASB; 


  

	•	 	 separate audited consolidated financial statements of Former Alamos as at and for the year ended
December 31, 2014, prepared in accordance with IFRS as issued by the IASB; 


  

	•	 	 unaudited interim consolidated financial statements of AuRico as at and for the three months ended March 31,
2015, prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”); and 


  

	•	 	 unaudited interim consolidated financial statements of Former Alamos as at and for the three months ended
March 31, 2015, prepared in accordance with IAS 34. 


 The pro forma consolidated financial statements as at and for
the three months ended March 31, 2015 and for the year ended December 31, 2014 was prepared using the acquisition method of accounting. AuRico is considered the legal and accounting acquirer of Former Alamos, and accordingly, these pro forma
consolidated financial statements give effect to the business combination reflecting AuRico as the acquirer for accounting purposes. At the time of preparation of these pro forma consolidated financial statements, the measurement of the fair value
of the consideration issued and of the assets and liabilities assumed is dependent upon certain valuations and other studies or events that have yet to progress to a stage where there is sufficient information for a definitive measurement.
Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing pro forma consolidated financial statements. Differences between these preliminary estimates and the final acquisition accounting could
occur and these differences could have a material impact on the accompanying pro forma consolidated financial statements and the combined company’s future results of operations and financial position. 

Certain reclassifications have been made to the historical financial statements of Former Alamos in the preparation of the pro forma
consolidated financial statements to conform to the financial statement presentation currently adopted by AuRico, and to align the accounting policies of Former Alamos to those applied by AuRico. 

The historical consolidated financial statements have been adjusted to give effect to pro forma events that are (1) directly attributable
to the transactions, (2) factually supportable, and (3) with respect to the income statement, expected to have a continuing impact on the consolidated results. 

The assets acquired and liabilities assumed of Former Alamos will be recorded as of the completion of the Arrangement, primarily at their
respective fair values and added to those of AuRico. The results of operations of Former Alamos will be included in the financial statements of the combined company as of the date of the completion of the Arrangement. 

  
 10 








 In the opinion of management, all adjustments considered necessary for a fair presentation have
been included. No adjustments have been made to reflect any cost savings, operating synergies, or revenue enhancements that the combined company may achieve as a result of the Arrangement, the costs to integrate the operations of AuRico and Former
Alamos, or the costs necessary to achieve any cost savings, operating synergies or revenue enhancements. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually
would have been had the Arrangement been completed as of the dates indicated. In addition, the pro forma consolidated financial statements do not purport to project the future financial position or operating results of the combined company. 

For the purposes of the application of IFRIC 17, fair values of the assets distributed to AuRico Metals was determined effective July 2, 2015,
and any resulting gain or loss will recorded in the Statement of Operations of Alamos at that time, rather than in the pro forma consolidated financial statements. 
  

	3.	 Accounting policies 



The pro forma consolidated financial statements have been prepared using accounting policies consistent with the policies used in preparing
AuRico’s audited consolidated financial statements as at and for the year ended December 31, 2014, prepared in accordance with IFRS as issued by the IASB. 
  

	4.	 Estimated consideration transferred 



The pro forma consolidated financial statements reflect the following preliminary estimate of consideration to be transferred to effect the
Arrangement: 
  

							
	 	  	Conversion
calculation	  	Fair value	 
	 Alamos common shares outstanding on July 2, 2015
	  	127,396,102	  			
			
	 Multiplied by the exchange ratio of 1.9818 common shares of AuRico for each share of Alamos
outstanding
	  	252,473,595
AuRico shares to
be issued	  			
			
	 Multiplied by AuRico’s share price as at July 2, 2015
	  	$2.86	  	$	722,074	  
			
	 Cash payment in the amount of $0.0001 per share
	  		  	 	13	  
	 Number and estimated fair value of Alamos warrants exchanged for warrants in the combined
company
	  	7,167,866	  	 	1,312	  
	 Number and estimated fair value of Alamos stock options exchanged for stock options in the
combined company
	  	5,638,700	  	 	798	  
	 Number and estimated fair value of Alamos SARs exchanged for SARs in the combined company
	  	2,679,557	  	 	560	  
	 Number and estimated fair value of Alamos RSUs exchanged for RSUs in the combined company
	  	1,175,392	  	 	1,891	  
	 Number and estimated fair value of Alamos DSUs exchanged for DSUs in the combined company
	  	159,425	  	 	924	  
		  		  	  
	  
	 
	 Estimate of consideration to be transferred(1)

	  		  	$	727,572	  
		  		  	  
	  
	 


  
 11 









	(1)	 In accordance with the acquisition method of accounting, the fair value of equity securities issued as part of
the consideration transferred was measured on the closing date of the Arrangement at the market price, being $2.86 per share on July 2, 2015. 


  

	5.	 Estimate of assets to be acquired and liabilities to be assumed 



The pro forma consolidated financial statements reflect the following preliminary estimate of the assets to be acquired and the liabilities to
be assumed in the Arrangement, reconciled to the consideration transferred (note 4) as a result of the Arrangement as at March 31, 2015: 
  

					
	 Book value of net assets acquired
	  	$	786,436	  
	 Fair value and other adjustments to:
	  			
	 Mining interests(i)
	  	 	(7,245	) 
	 Trade payables and accrued
liabilities(ii)
	  	 	(921	) 
	 Deferred income tax liability(iii)
	  	 	(50,698	) 
		  	  
	  
	 
	 Estimate of consideration expected to be transferred
	  	$	727,572	  
		  	  
	  
	 

  

	(i)	 Reflects an adjustment of ($7,245) to record the preliminary fair value adjustment allocated to Alamos’
mining interests, resulting in a total fair value of $430,214. 



	(ii)	 Represents an adjustment of $921 to record the preliminary fair value adjustment related to the replacement
SARs, RSUs, and DSUs which are cash-settled and accounted for as liabilities. 



	(iii)	 Represents the estimated deferred income tax liability, calculated based on an estimated substantively enacted
income tax rate in each jurisdiction, multiplied by the difference between fair value and the tax basis of the assets. 


  

	6.	 Pro forma adjustments and assumptions 



Adjustments included in the “Pro forma adjustments” column represent the following: 

 

	(i)	 These pro forma adjustments eliminate the historical equity accounts of Alamos. 



 

	(ii)	 This pro forma adjustment reflects the issuance of 252,473,595 common shares of AuRico at $2.86 per share in
connection with the acquisition of 100% of the outstanding shares of Former Alamos. 


  

	(iii)	 This pro forma adjustment reflects the cash consideration of $0.0001 per common share paid to shareholders of
Former Alamos in accordance with the Arrangement, multiplied by 127,396,102, being the common shares of Former Alamos outstanding on July 2, 2015. 


  

	(iv)	 This pro forma adjustment reflects the fair value of replacement stock options outstanding with a total
estimated fair value of $798, replacement SARs with a total estimated fair value of $560, replacement RSUs with a total estimated fair value of $1,891 and replacement DSUs with a total estimated fair value of $924. This adjustment also represents
the fair value of replacement warrants with a total estimated fair value of $1,312. This adjustment also reflects the $921 increase in trade payables and accrued liabilities relating to the increased value of the
cash-settled RSUs, DSUs, and SARs. 


  

	(v)	 This pro forma adjustment reflects the capitalization of AuRico Metals with $20,000 cash, as per the
Arrangement. Of this amount, $7,560 ($9,500 CAD) represents the Converted Committed Amount (Earn-In Committed Amount), which will be converted into US dollars based on the Bank of Canada noon exchange rate on
the business day immediately prior to the completion of the Arrangement. The Earn-In Committed Amount must be spent by AuRico Metals as agent and on behalf of Alamos on Canadian exploration expenses.




  
 12 









	(vi)	 This pro forma adjustment reflects AuRico and Former Alamos’ combined estimated transaction costs of
approximately $21,844 associated with the Arrangement. These costs are reflected as an adjustment to cash and cash equivalents and the deficit balance. These costs are not expected to continue, and as such, an adjustment has not been included within
the pro forma consolidated income statement. 


  

	(vii)	 This pro forma adjustment reflects the increase in production costs associated with the payment of the Y-D royalty to AuRico Metals. 


  

	(viii)	 This pro forma adjustment reinstates the current tax receivables previously eliminated in the AuRico Metals
adjustments as all tax receivables will remain with Alamos as per the Arrangement. 


  

	(ix)	 This pro forma adjustment reflects the estimated decrease to mining interests associated with the preliminary
fair value adjustment of approximately $7,245 (note 5). Although the fair value of all mining interests decreased, the fair value of producing assets increased. Therefore, the associated increase to amortization and depletion related to the
producing operation is estimated to be approximately $228 and $633 for the three months ended March 31, 2015 and the year ended December 31, 2014, respectively, partially offset by a deferred income tax impact of $80 and $223, respectively.



  

	(x)	 This pro forma adjustment reflects the disposal of the book value of the Y-D Royalty, of approximately
$37,309, associated with the AuRico Metals distribution, along with the related deferred income tax impact of $9,406. In addition, a reduction in amortization and depletion of approximately $678 and $3,074 was recognized relating to this transaction
for the three months ended March 31, 2015 and the year ended December 31, 2014, respectively. 


  

	(xi)	 This pro forma adjustment reflects an estimate of the tax impact of the Arrangement on the pro forma balance
sheet, primarily related to the estimated fair value adjustment for mining interests and the capitalization of exploration costs. See note 5. The actual effective tax rate of the combined company could be significantly different [either higher or
lower] than the estimated tax rate, and depends on post-Arrangement activities. 


  

	(xii)	 This pro forma adjustment gives effect to the deferred tax consequences of the transfer of net assets to
AuRico Metals, after the previously eliminated deferred tax liability included in the AuRico Metals adjustments. 


  

	(xiii)	 This pro forma adjustment reflects the capitalization of exploration costs incurred and previously expensed by
Alamos in accordance with AuRico’s accounting policy. 


  

	(xiv)	 This pro forma adjustment presents Former Alamos’ silver sales in revenue from mining operations on a
basis consistent with the presentation in AuRico’s consolidated financial statements. 


  

	(xv)	 This pro forma adjustment represents the 4.9% investment in AuRico Metals retained by Alamos.



  

	(xvi)	 These pro forma adjustments eliminate the AuRico Metals assets, liabilities, revenues and expenses based on
amounts included in the Kemess Project and Royalties carve-out financial statements. 



  
 13 









	(xvii)	 The pro forma consolidated basic and diluted earnings per share for the period presented is calculated as
follows: 


  

					
	 For the three months ended March 31, 2015:
	  	(thousands)	 
	 AuRico’s weighted average number of shares outstanding – basic and diluted
	  	 	250,839	  
	 Adjustment for AuRico common shares assumed issued on January 1, 2014 to Alamos shareholders
in connection with the Arrangement
	  	 	252,474	  
		  	  
	  
	 
	 Pro forma weighted average common shares outstanding – basic and diluted
	  	 	503,313	  
	 Adjustment for exchange to Class A common shares at 0.5046
	  	 	(249,341	) 
		  	  
	  
	 
	 Pro forma weighted average Class A common shares outstanding – basic and
diluted
	  	 	253,972	  
		  	  
	  
	 
		
	 For the year ended December 31, 2014:
	  	 	 
	 AuRico’s weighted average number of shares outstanding – basic and diluted
	  	 	248,890	  
	 Adjustment for AuRico common shares assumed issued on January 1, 2014 to Alamos shareholders
in connection with the Arrangement
	  	 	252,474	  
		  	  
	  
	 
	 Pro forma weighted average common shares outstanding–basic and diluted
	  	 	501,364	  
	 Adjustment for exchange to Class A common shares at 0.5046
	  	 	(248,376	) 
		  	  
	  
	 
	 Pro forma weighted average Class A common shares outstanding – basic and
diluted
	  	 	252,988	  
		  	  
	  
	 


  
 14