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**Exhibit 99.1**





Annual Information Form

For the year ended December 31, 2013

****

March 3, 2014

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TABLE OF CONTENTS

|CORPORATE STRUCTURE                                      | 5 
|-------------------------------------------------------- | --
|                                                         |   
|GENERAL DEVELOPMENT OF THE BUSINESS                      | 6 
|Three Year History                                       | 6 
|                                                         |   
|DESCRIPTION OF THE BUSINESS                              | 8 
|General                                                  | 8 
|Markets, Sales and Refining                              | 8 
|Competitive Conditions                                   | 9 
|Operating Results                                        | 9 
|Employees and Labour Relations                           | 10
|Sustainability Practice                                  | 10
|Environmental Protection and Policies                    | 10
|Social Policies                                          | 11
|                                                         |   
|MINERAL PROPERTIES                                       | 12
|Mineral Reserve and Mineral Resource Estimates           | 12
|Young-Davidson Mine                                      | 15
|El Chanate Mine                                          | 21
|Kemess Underground Project                               | 27
|Other Mineral Properties                                 | 35
|                                                         |   
|DIVIDENDS                                                | 36
|                                                         |   
|DESCRIPTION OF CAPITAL STRUCTURE                         | 36
|                                                         |   
|MARKET FOR SECURITIES                                    | 37
|                                                         |   
|RISK FACTORS                                             | 38
|                                                         |   
|CORPORATE GOVERNANCE                                     | 50
|Directors                                                | 50
|Officers                                                 | 53
|Cease Trade Orders, Bankruptcies, Penalties or Sanctions | 55
|Conflicts of Interest                                    | 56
|Interest of Management & Others in Material Transactions | 56
|                                                         |   
|AUDIT COMMITTEE                                          | 56
|Audit Committee Mandate                                  | 56
|Composition                                              | 56
|Pre-Approval Policies and Procedures                     | 57
|External Auditor Service Fees                            | 57
|                                                         |   
|MATERIAL CONTRACTS                                       | 57
|                                                         |   
|LEGAL PROCEEDINGS                                        | 57
|                                                         |   
|TRANSFER AGENT AND REGISTRAR                             | 58
|                                                         |   
|INTERESTS OF EXPERTS                                     | 58
|                                                         |   
|ADDITIONAL INFORMATION                                   | 58
|                                                         |   
|SCHEDULE A MANDATE OF THE AUDIT COMMITTEE              | 60

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In this Annual Information Form (AIF), AuRico Gold Inc.,
together with its subsidiaries (as the context requires) is referred to as
AuRico, AuRico Gold or the Company. All information contained in this AIF
is as at December 31, 2013, unless otherwise stated.

FORWARD-LOOKING INFORMATION

This AIF contains certain forward-looking statements and
forward-looking information as defined under applicable Canadian and U.S.
securities laws. All statements, other than statements of historical fact, are ,
or may be deemed to be, forward-looking statements. The words "expect",
"believe", "anticipate", "will", "intend", "estimate", "forecast", "budget",
"schedule" and similar expressions identify forward-looking statements.
Forward-looking statements in this AIF include, without limitation: information
as to strategy, plans or future financial or operating performance, such as the
Companys expansion plans, project timelines, production plans, projected cash
flows or capital expenditures, cost estimates, mining or milling methods,
projected exploration results, resource and reserve estimates and other
statements that express managements expectations or estimates of future
performance.

Forward-looking statements are necessarily based upon a number
of factors and assumptions that, while considered reasonable by management, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. Known and unknown factors could cause actual
results to differ materially from those projected in the forward-looking
statements. Such factors include, but are not limited to: uncertainty of
production and cost estimates; fluctuations in the price of gold; changes in
foreign exchange rates (particularly the Canadian dollar, Mexican peso and U.S.
dollar); the uncertainty of replacing depleted reserves; the risk that the
Young-Davidson and El Chanate mine may not perform as planned; changes in
national and local government legislation in Canada, Mexico and other
jurisdictions in which the Company may carry on business in the future; risks of
obtaining necessary licenses, permits, authorizations and/or approvals from the
appropriate regulatory authorities for the Kemess Underground project; contests
over title to properties; the speculative nature of mineral exploration and
development; risks related to aboriginal title claims; compliance risks with
respect to current and future environmental laws and regulations; disruptions
affecting operations; business opportunities that may be pursued by the Company;
employee relations; availability of and increased costs associated with mining
inputs and labor; uncertainty with the Company's ability to secure capital to
execute its business plans; volatility of the Companys share price; any
decision to declare a quarterly dividend; the effect of future financings;
litigation; risk of loss due to sabotage and civil disturbances; the impact of
global liquidity and credit availability and the values of assets and
liabilities based on projected future cash flows; risks arising from holding
derivative instruments; risks arising from the absence of hedging; adequacy of
internal control over financial reporting; changes in our credit rating; and the
impact of inflation.

Actual results and developments are likely to differ, and may
differ materially, from those expressed or implied by the forward-looking
statements contained in this AIF. Such statements are based on a number of
assumptions which may prove to be incorrect, including, but not limited to,
assumptions about: general business and economic conditions; commodity prices
and the price of key inputs such as labour, fuel and electricity; credit market
conditions and conditions in financial markets generally; production levels,
development rates and the costs for each; our ability to procure equipment and
supplies in sufficient quantities and on a timely basis; the timing of the
receipt of permits and other regulatory and governmental approvals for our
projects and operations; our ability to obtain, comply with and renew permits in
a timely manner; our ability to attract and retain skilled employees and
contractors for our operations; the accuracy of our mineral reserve and mineral
resource estimates and the geological, development and operational decisions
that are derived therefrom; the impact of changes in currency exchange rates on
our costs and results; interest rates; tax benefits and tax rates; and our
ongoing relations with our employees and business partners.

Readers are cautioned that forward-looking statements are not
guarantees of future performance. All of the forward-looking statements made in
this AIF qualified by these cautionary statements. The Company disclaims any
intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise, except as
required by applicable law.

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CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING MEASURED,
INDICATED AND INFERRED RESOURCES

Unless otherwise indicated, all reserve and resource estimates
included in this AIF have been prepared in accordance with National Instrument
43-101  Standards of Disclosure for Mineral Projects(NI 43-101) and
the Canadian Institute of Mining, Metallurgy and Petroleum classification
system. NI 43-101 is a rule developed by the Canadian Securities Administrators
that establishes standards for all public disclosure an issuer makes of
scientific and technical information concerning mineral projects.

Canadian standards, including NI 43-101, differ significantly
from the requirements of the Securities and Exchange Commission (SEC) and
reserve and resource information included herein may not be comparable to
similar information disclosed by U.S. companies. In particular, and without
limiting the generality of the foregoing, this document uses the terms measured
resources, indicated resources and inferred resources. Investors are
advised that, while such terms are recognized and required by Canadian
securities laws, the SEC does not recognize them. The requirements of NI 43-101
for identification of reserves are also not the same as those of the SEC, and
reserves reported by the Company in compliance with NI 43-101 may not qualify as
reserves under SEC standards. Under U.S. standards, mineralization may not be
classified as a reserve unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the
time the reserve determination is made. U.S. investors are cautioned not to
assume that any part of a measured resource or indicated resource will ever
be converted into a reserve. U.S. investors should also understand that
inferred resources have a great amount of uncertainty as to their existence
and as to their economic and legal feasibility. It cannot be assumed that all or
any part of inferred resources exist, are economically or legally mineable or
will ever be upgraded to a higher category. Under Canadian rules, estimated
inferred resources may not form the basis of feasibility or pre-feasibility
studies except in rare cases. In addition, disclosure of contained ounces in a
mineral resource is permitted disclosure under Canadian regulations. However,
the SEC normally only permits issuers to report mineralization that does not
constitute reserves by SEC standards as in place tonnage and grade, without
reference to unit measures. Accordingly, information concerning mineral deposits
set forth in this AIF may not be comparable with information made public by
companies that report in accordance with U.S. standards.

CURRENCY AND EXCHANGE RATE INFORMATION

All currency amounts in this AIF for the financial year ended
December 31, 2013 are expressed in United States dollars (USD), unless
otherwise indicated. References to CAD are to Canadian dollars, and references
to Pesos are to Mexican Pesos. For CAD to USD, the average exchange rate for
2013 and the exchange rate at December 31, 2013 were 1.03 and 1.06 CAD per one
USD, respectively, calculated at the Bank of Canada daily noon rate. For Pesos
to USD, the average exchange rate for 2013 and the exchange rate at December 31,
2013, were 12.8 and 13.1 Pesos per one USD, respectively. The consolidated
financial statements of the Company for the financial year ended December 31,
2013 have been prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board. The
consolidated financial statements for the financial year ended December 31, 2013
are available electronically from the Canadian System for Electronic Document
Analysis and Retrieval (SEDAR) at www.sedar.comand from the
U.S. Securities and Exchange Commissions (the SEC) Electronic Document
Gathering and Retrieval System at www.sec.gov.

TECHNICAL INFORMATION

The scientific and technical information in this AIF has been
reviewed and approved by Chris Bostwick, FAusIMM, Senior Vice President for
AuRico Gold Inc. Mr. Bostwick is a Qualified Person under NI 43-101 but he is
not independent of AuRico within the meaning of the instrument.

| | 4
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CORPORATE STRUCTURE

AuRico Gold Inc. has its registered and executive office
located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4. The
Companys common shares are listed on the Toronto Stock Exchange (TSX: AUQ) and
the New York Stock Exchange (NYSE: AUQ).

The Company was incorporated under Part 1A of the Companies
Act (Quebec) on February 25, 1986 under the name Golden Rock Explorations
Inc. By Articles of Amendment dated April 17, 1998, the Company changed its name
to Gammon Lake Resources Inc., and consolidated its common shares on a 15:1
basis. By Articles of Amendment dated June 7, 2007, the Company changed its name
to Gammon Gold Inc. By Articles of Amendment dated June 9, 2011, the Company
changed its name to its current name, AuRico Gold Inc., and by Articles of
Continuance dated August 26, 2011, the Company changed its province of
jurisdiction to Ontario. AuRico was amalgamated with Northgate Minerals
Corporation (Northgate) under the Business Corporations Act (Ontario)
(the OBCA) pursuant to Articles of Amalgamation dated October 31, 2011.

The following chart lists the Companys material subsidiaries
and assets. The percentage ownership is indicated for each entity.



| | 5
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GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

The following is a summary of key developments over the past
three years:

2011

- Capital Gold Acquisition On April 8, 2011, AuRico acquired
  Capital Gold Corporation (Capital Gold) for total consideration of $422
  million, which owned and operated the El Chanate gold mine in Sonora, Mexico
  and the Orion gold and silver project in Nayarit, Mexico. This acquisition
  significantly increased AuRicos gold production and nearly doubled its gold
  mineral reserves.
- Northgate Acquisition On October 26, 2011, AuRico acquired
  Northgate Minerals Corporation (Northgate) for total consideration paid of
  $1,049 million. Northgate owned the Young-Davidson mine in Ontario, Canada
  (now AuRicos flagship asset, which declared commercial production in
  September 2012), the Kemess Underground project in British Columbia, Canada,
  as well as the Stawell and Fosterville mines in Australia. The Northgate
  acquisition was carried out by way of a plan of arrangement under the
  Business Corporations Act(British Columbia).

2012

- Credit Facility On April 25, 2012, the Company increased its
  revolving credit facility to $250 million.
- Sale of Stawell and Fosterville In May 2012, the Company
  completed the sale of the Stawell and Fosterville mines to Crocodile Gold
  Corporation for consideration consisting of CAD$55 million in cash, CAD$10
  million in shares of Crocodile Gold Corporation and potential participation in
  future free cash flows from the mines.
- Sale of El Cubo In July 2012, the Company completed the sale of
  the El Cubo mine and the Guadalupe y Calvo project to Endeavour Silver
  Corporation for consideration consisting of $100 million in cash, $100 million
  in shares of Endeavour Silver Corporation and up to $50 million in future
  contingent payments.
- Commercial Production at Young-Davidson On September 1, 2012, the
  Young-Davidson open pit mine declared commercial production, having achieved
  previously established commissioning thresholds. The commissioning thresholds
  included a 30-day period whereby the mill throughput averaged at least 5,100
  tonnes per day (subsequent to the commissioning of the flotation and gravity
  circuits) and the open pit averaging 29,750 tonnes per day of ore and waste
  mining.
- Litigation Settlement On October 5, 2012, the Company reached an
  agreement to settle a class action initiated in 2008 by Edward J. McKenna. The
  settlement does not contain any admission of wrongdoing and provides for the
  payment by the Company of $13.3 million which is largely offset by an
  insurance receivable.
- Sale of Equity Interests In October 2012, the Company sold its
  equity interests in Endeavour Silver Corporation and Crocodile Gold
  Corporation on a block trade basis for gross proceeds of $104.6 million.
- Sale of Ocampo On December 14, 2012, the Company completed the
  sale of the Ocampo mine and the Venus and Los Jarros exploration properties,
  as well as a 50% interest in the Orion development project, to Minera Frisco,
  S.A.B. de C.V., for cash consideration of $750 million. The Company retained a 50% interest over the Orion project and is
now a joint venture partner with Minera Frisco with respect to this project.

| | 6
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2013

- Substantial Issuer Bid On January 29, 2013, the Company announced
  the successful repurchase and cancellation of 36,144,578 common shares at a
  price of $8.30 per share under the Companys modified Dutch auction
  substantial issuer bid, for a total purchase price of $300 million.
- Credit Facility On January 31, 2013, the Company completed an
  amendment to the revolving credit facility, which reduced borrowing capacity
  from $250 million to $150 million. The amended credit facility carries the
  same interest rate and terms as the previous facility.
- Dividend Policy On February 21, 2013, the Company announced an
  inaugural dividend policy, whereby the Company paid a dividend of $0.16 per
  share in 2013 (payable quarterly). Subsequent to 2013, the Companys dividend
  will be linked to operating cash flow, whereby the Company intends to pay out
  20% of the operating cash flow generated in the preceding quarter.
- Kemess Underground Project On March 25, 2013, the Company
  reported a 2012 Mineral Reserve & Mineral Resource update and the results
  of a feasibility study for the Kemess Underground project, which added 1.8
  million ounces to the Companys consolidated proven and probable gold
  reserves. The feasibility study outlines the development of an underground
  block cave operation with average annual production of 105,000 ounces of gold
  and 44 million pounds of copper at cash costs of $213 per ounce of gold, net
  of by-product credits, over a mine-life of approximately 12 years.
- Dividend Reinvestment Plan On June 11, 2013, the Company
  announced that its Board of Directors had approved the introduction of a
  dividend reinvestment plan, effective June 10, 2013. Common shares issued
  under this plan are issued at a 5% discount from the average market price of
  the common shares over the five day period preceding the relevant dividend
  payment date.
- Appointment of Non-Executive Chairman On June 27, 2013, the
  Company announced that Mr. Alan Edwards had been appointed as non-executive
  Chairman of the Board of Directors effective July 1, 2013. This appointment
  followed the resignation, for health reasons, of Mr. Colin Benner as Executive
  Chairman.
- Underground Commercial Production at Young-Davidson On October
  31, 2013, the Company announced that the Young-Davidson underground mine had
  achieved commercial production. Commissioning of the shaft hoisting
  infrastructure is a key project milestone that unlocks the potential of the
  Young-Davidson underground mine and will support increased underground
  productivities and favourable unit cost efficiencies over the life of the
  mine.

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DESCRIPTION OF THE BUSINESS

General

AuRico Gold Inc. is a Canadian gold producer with mines and
projects in North America and a head office in Toronto. The Companys core
operations include the Young-Davidson mine in Ontario, Canada, which declared
commercial production on September 1, 2012, and the El Chanate mine in Sonora,
Mexico. The Companys project pipeline also includes advanced exploration
opportunities in Mexico and Canada. Projects include the Kemess Underground
project, a gold-copper deposit in northern British Columbia, Canada, and a 50%
joint venture interest in the Orion Project in Nayarit, Mexico.

AuRico  Property Locations



The profitability and operating cash flow performance of the
Company are affected by numerous factors, including the price of gold, foreign
exchange rates, production levels, capital expenditures, and operating
performance. While the Company attempts to manage these and other risks, many of
the factors affecting these risks are beyond the Companys control. For
additional information on factors that may affect theCompany, see the
Forward-Looking Information disclosure at the beginning of this document and the
discussion of risks and uncertainties under the heading entitled Risk Factors.

Product fabrication and bullion investment are two principal
uses of gold. The introduction of more readily accessible and more liquid gold
investment vehicles (such as gold exchange traded funds) has further facilitated
investment in gold. Within the fabrication category, there are a wide variety of
end uses, the largest of which is the manufacture of jewelry. Other fabrication
purposes include coins, electronics, miscellaneous industrial and decorative
uses, dentistry, medals, and medallions.

Markets, Sales and Refining

The Company produces doré bars at its mine sites, which are
sent to third parties for refining. Gold can be readily sold on markets
throughout the world and market price can be easily ascertained at any
particular time. The Company is not dependent upon any one customer or group of
customers for the sale of gold or silver. During 2013, the price of gold
averaged $1,411 per ounce, a 15% decrease from the London PM Fix average of $1,669 during 2012. During 2013,
daily London PM Fix prices ranged between $1,694 and $1,192 per ounce.

| | 83
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Competitive Conditions

Competition in the precious metals mining industry is primarily
for: (i) mineral properties that can be developed and produced economically;
(ii) technical experts that can find, develop, and mine such properties; (iii)
labour to operate the properties; and (iv) capital to finance operations.

The Company competes with other mining and exploration
companies in the acquisition of mining claims and leases and in connection with
the recruitment and retention of qualified employees. There is significant
competition for mining claims and leases. Many larger competitors conduct
business globally and thus have greater financial and technical resources
available to them.

Operating Results

The following table is a summary of the Companys annual
financial and operating results for the fiscal year ended December 31, 2013:

(in thousands, except ounces, per share
      amounts, total cash costs and total all-in sustaining costs)Year EndedDecember 31, 2013Gold ounces producedGold ounces
      produced(2)
    
    161,100Pre-production gold ounces
      produced(2)
    
    31,502Total gold ounces produced
    
    192,602Revenue from mining operations
    $
    227,631Loss from operations
    $
    (178,087
    )Net loss
    $
    (176,770
    )Net
      loss per share, basic
    $
    (0.71
    )Total cash
    $
    142,652Operating cash flow
    $
    63,266Net
      free cash flow(1)
    $
    (186,156
    )Cash
      costs per gold ounce, net of by-product revenues and NRV
      adjustments(1)(2)(3)(4)
    $
    676All-in sustaining costs per gold ounce sold, net of by-product
      revenues and NRV adjustments(1)(2)(4)
    $
    1,181


Notes:1.
    See the Non-GAAP Measures section on page 23 of the
      Managements Discussion and Analysis for the year ended December 31,
      2013.2.
    The Young-Davidson underground mine declared commercial
      production on October 31, 2013, and therefore was excluded from
      consolidated cash costs and consolidated all-in sustaining costs prior to
      this date. Pre-production ounces produced are excluded from consolidated
      ounces produced as these ounces are credited against capitalized project
      costs.3.
    Gold ounces used to calculate cash costs include ounces
      sold at the El Chanate mine and ounces produced at the Young- Davidson
      mine.4.
    For further discussion on the net realizable value
      (NRV) adjustments recognized on ore in-process inventories at the El
      Chanate and Young-Davidson mines during the year, refer to pages 13 and 15
      of the Managements Discussion and Analysis for the year ended December
      31, 2013.


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Employees and Labour Relations

As at December 31, 2013, the Company had 586direct
full-time employees, and 823individuals employed on a contract basis.

Despite generally good labour relations, competition for
skilled workers in the resource sector results in employee turnover at the
Companys operations and a need to constantly recruit and train new employees.
This competition for qualified employees occasionally results in workforce
shortages, which can often be supplemented with more costly contract labour.

Sustainability Practice

The Company has adopted a Sustainability Management System
(SMS), which is a set of management processes aligned to recognized
international standards to help AuRico continuously improve its environmental,
economic and social sustainability performance. The purpose of the SMS is to
provide a consistent approach to sustainability management across all of the
operations.

A central element to SMS is the AuRico Sustainability Charter,
which establishes the overarching vision for sustainable management within
AuRico and is supported by three core policies:

| | 1. | Health & Safety Policy                
| | -- | --------------------------------------
| | 2. | Environmental Policy                  
| | 3. | Corporate Social Responsibility
Policy

Sustainable practices are important because they help ensure
quality of life for the workforce, the communities in which the Company operates
and future generations. AuRico also believes that sustainable business practices
are a part of its social license to operate.

Each mine site must develop and implement a SMS that is
consistent with these policies and the Sustainability Charter and the principles
contained within the framework. Once implemented, compliance with this standard
is mandatory. Annual performance reviews take into account the quality of a
sites SMS and steps taken to enhance compliance with both the processes and
procedures in the SMS and the spirit of sustainable practices.

The Companys Board of Directors has established a
Sustainability Committee that, as part of its mandate, is responsible for
reviewing sustainability, environmental, health and safety policies and programs
of the Company and overseeing AuRicos performance in these areas. The
Sustainability Committee reports to the Board of Directors on a regular basis.

Having a common set of principles to manage sustainable
business practices helps reduce risks to the business. By tailoring these
principles to the specific needs and issues facing each operation, the site SMS
is flexible enough to meet local requirements relating to health, safety,
environment, and the community.

On an annual basis, the Company publishes a Sustainability
Report on its website summarizing the Companys environmental, health, safety,
and social programs and performance at its operations, which can be accessed at
the following link: http://www.auricogold.com/responsibility/sustainability-reports/default.aspx

Environmental Protection and Policies

The Companys mining and exploration activities are subject to
various governmental laws and regulations relating to the protection of the
environment. These environmental regulations are continually changing, and the
Company has made, and intends to make in the future, expenditures to comply with
such laws and regulations. The timing of these expenditures is dependent upon a
number of factors including the life of the mine, the operating licence
conditions, and the laws, regulations, and environment in which the mine
operates.

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The Company will be obliged to carry out site reclamation on
its current properties at the end of their mine life and expects to be able to
finance this from the revenues generated by such projects. In addition, as at
December 31, 2013, the Company had $26.2 million in restricted cash in closure
bonds in place, consisting of cash and short-term deposits pledged by the
Company relating to site closure and reclamation obligations at the former
producing Kemess South property and Young-Davidson.

Reclamation provisions are recognized at the time an
environmental disturbance occurs and are measured at the Companys best estimate
of the expected value of future cash flows required to reclaim the disturbance
upon mine closure, which are discounted to their present value for each mine
operation.

Social Policies

With approximately 1400 employees and contractors, the Company
and its subsidiaries play an important role in the economic life of its
stakeholders. Wages, taxes and royalties have a positive impact on the lives of
the Companys employees and in the communities where the Company operates.
AuRico sources goods and services used in operations from the local, regional
and national business communities in Mexico and Northern Ontario, Canada, which
provides significant economic benefit to the region.

The Company can have a significant social impact on the
communities adjacent to its operations. AuRico strives to be a good neighbor and
corporate citizen by both actively contributing to local community life and by
ensuring that local stakeholders have an opportunity for input and dialogue. The
Company achieves this through the presence of Community Relations personnel who
are responsible for engaging with local stakeholders, identifying areas of
concern, and relaying those concerns to management.

The Company entered into an Impact Benefit Agreements with the
Matachewan First Nation on July 2, 2009 and with the Temagami First Nation /
Teme Augama Anishnabai on July 14, 2012, as the Young-Davidson mine is situated
within the traditional territory of these two First Nations. On June 22, 2012,
the Company signed an Interim Measures Agreement with the Tse Key Nay, a group
comprised of three aboriginal groups whose traditional territories overlap the
Kemess project location: the Kwadacha, Tsay Keh Dene, and Takla Lake. Among
other things, the agreement addresses project permitting, environmental studies,
business opportunities, employment, and training.

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MINERAL PROPERTIES

At December 31, 2013, AuRicos total proven and probable gold
mineral reserves were 6.5 million gold ounces, a 0.29 million ounce decrease
from 2012. This decrease in proven and probable mineral reserves is attributable
to depletion at the Companys operating mines. The Companys mineral reserve and
mineral resource estimates have been calculated as at December 31, 2013 in
accordance with definitions adopted by the Canadian Institute of Mining,
Metallurgy and Petroleum and incorporated into NI 43-101. U.S. readers should
refer to the Cautionary Note to U.S. Investors Concerning Measured, Indicated
and Inferred Resources on page 4 of this AIF.

Although the Company has carefully prepared and verified the
mineral reserve figures presented below and elsewhere in this AIF, such figures
are estimates, which are, in part, based on forward-looking information and
certain assumptions, and no assurance can be given that the indicated level of
mineral will be produced. Estimated reserves may have to be recalculated based
on actual production experience. Market price fluctuations of gold, copper and
silver, as well as increased production costs or reduced recovery rates and
other factors, may render the present proven and probable reserves unprofitable
to develop at a particular site or sites. See Risk Factors and
Forward-Looking Information for additional details concerning factors and
risks that could cause actual results to differ from those set out below.

Mineral Reserve and Mineral Resource Estimates

The following tables set forth the estimated mineral reserves
and mineral resources attributable to interests held by AuRico for each of its
properties as at December 31, 2013:

Mineral Reserve Estimates - GoldTonnes
    Grade
    OuncesCategory
    (000's)
    (g/t)
    (000's)Young-Davidson
    Surface
    Proven
    3,298
    1.01
    107Probable
    686
    1.52
    33P&P
    3,984
    1.10
    140Underground
    Proven
    10,626
    2.90
    990Probable
    28,669
    2.78
    2,566P&P
    39,296
    2.81
    3,556Total
    P&P
    43,280
    2.66
    3,696El Chanate
    
    Proven
    29,223
    0.72
    676Probable
    16,115
    0.67
    346Total
    P&P
    45,337
    0.70
    1,023Kemess Underground
    
    Proven
    -
    -
    -Probable
    100,373
    0.56
    1,805Total
    P&P
    100,373
    0.56
    1,805AuRico Total
    
    P&P
    188,990
    1.07
    6,524


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Mineral Resource Estimates - GoldTonnes
    Grade
    OuncesCategory
    (000's)
    (g/t)
    (000's)Young-Davidson
    Surface
    Measured
    233
    0.96
    7Indicated
    535
    1.41
    24M&I
    769
    1.28
    32Underground
    Measured
    5,300
    2.95
    504Indicated
    11,659
    2.62
    981M&I
    16,960
    2.72
    1,484Total
    M&I
    17,729
    2.66
    1,516Surface
    Inferred
    31
    0.99
    1Underground
    Inferred
    3,689
    2.72
    323Total
    Inferred
    3,720
    2.71
    324El Chanate
    
    Measured
    2,158
    0.31
    22Indicated
    2,129
    0.40
    27Total
    M&I
    4,287
    0.36
    49Inferred
    579
    0.75
    14Kemess Underground
    
    Measured
    -
    -
    -Indicated
    65,432
    0.41
    854Total
    M&I
    65,432
    0.41
    854Inferred
    9,969
    0.39
    125Orion (50%)
    
    Measured
    -
    -
    -Indicated
    554
    3.66
    65Total
    M&I
    554
    3.66
    65Inferred
    91
    3.33
    10AuRico
      Total
    
    M&I
    88,001
    0.88
    2,484Inferred
    14,357
    1.02
    472


Mineral Reserve and Resource Estimates -
      Copper and SilverGrade
    Contained MetalTonnes
    Ag
    Cu
    Ag
    CuCategory
    (000's)
    (g/t)
    (%)
    (000's) oz
    (000's) lbsKemess Underground
    Probable Reserves
    100,373
    2.0
    0.28
    6,608
    619,151Indicated Resources
    65,432
    1.8
    0.24
    3,811
    346,546Inferred Resources
    9,969
    1.6
    0.21
    503
    46,101Orion (50%)
    Indicated Resources
    554
    309
    -
    5,503
    -Inferred Resources
    91
    95
    -
    275
    -


| | 13
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Notes to Mineral Reserve and Resource tables:

- Mineral Reserves and Resources have been stated as at December 31, 2013.
- Mineral Resources are exclusive of Mineral Reserves. Mineral Resources
  that are not Mineral Reserves do not have demonstrated economic viability.
- Mineral Reserves assume the following cutoff grades and process
  recoveries:

- Young-Davidson  Surface: 0.50 grams per tonne cutoff, 91% mill recovery
- Young-Davidson  Underground: 2.05 grams per tonne cutoff, 91% mill
  recovery
- El Chanate: 0.15 grams per tonne cutoff, 30%-65% leach recovery
- Kemess Underground: $15 NSR cutoff, mill recovery of 72% for gold and 91%
  for copper

- Reserves have been reported in accordance with NI 43-101, as required by
  Canadian securities regulatory authorities. In addition, while the terms
  Measured, Indicated and Inferred Mineral Resources are required pursuant
  to NI 43-101, the SEC does not recognize such terms. Canadian standards differ
  significantly from the requirements of the SEC, and mineral resource
  information contained herein is not comparable to similar information
  regarding mineral reserves disclosed in accordance with the requirements of
  the SEC. Investors should understand that Inferred Mineral Resources have a
  great amount of uncertainty as to their existence and great uncertainty as to
  their economic and legal feasibility. In addition, investors are cautioned not
  to assume that any part or all of AuRicos Mineral Resources constitute or
  will be converted into Reserves.
- Orion Mineral Resources are reflected on a 50% basis. Following the
  completion of a joint venture agreement, Minera Frisco, S.A.B. de C.V. will
  have a 50% interest in the Orion project.
- Mineral Reserve and Resource tonnage and contained metal have been rounded
  to reflect the accuracy of the estimate, and numbers may not add due to
  rounding.
- Mineral Resources were prepared under the supervision of Jeffrey Volk,
  CPG, FAusIMM, the Director of Reserves and Resources, for AuRico Gold Inc.
  Mineral Reserves were prepared under the supervision of Chris Bostwick,
  FAusIMM, the Senior Vice President Technical Services, for AuRico Gold Inc.
  Both Messrs. Volk and Bostwick are Qualified Persons as defined by National
  Instrument 43-101

The following metal prices were used for the calculation of
Mineral Reserves and Resources:

Reserves
    ResourcesAu $/oz
    Ag $/oz
    Cu $/lb
    Au $/oz
    Ag $/oz
    Cu $/lbEl Chanate
    $1,250
    -
    -
    $1,450
    -
    -Young Davidson
    $1,250
    -
    -
    $1,450
    -
    -Kemess Underground
    $1,300
    $23.00
    $3.00
    $13.00 NSROrion
    -
    -
    -
    $850
    $13.00
    -


The following table presents a year-over-year reconciliation
of Mineral Reserves based on contained metal:

|                             |  | Mineral Reserves |  |  | Processed |  |  | Increase / |   |  | Mineral Reserves | 
|---------------------------- |  | ---------------- |  |  | --------- |  |  | ---------- | - |  | ---------------- | 
|                             |  | 31-Dec-12        |  |  | in 2013   |  |  | (Decrease) |   |  | 31-Dec-13        | 
|Gold (000's ounces)          |  |                  |  |  |           |  |  |            |   |  |                  | 
|El Chanate                   |  | 1,204            |  |  | 165       |  |  | (16        | ) |  | 1,023            | 
|                             |  |                  |  |  |           |  |  |            |   |  |                  | 
|Young-Davidson - Surface     |  | 271              |  |  | 87        |  |  | (43        | ) |  | 140              | 
|                             |  |                  |  |  |           |  |  |            |   |  |                  | 
|Young-Davidson - Underground |  | 3,534            |  |  | 56        |  |  | 78         |   |  | 3,556            | 
|                             |  |                  |  |  |           |  |  |            |   |  |                  | 
|Kemess Underground           |  | 1,805            |  |  | 0         |  |  | 0          |   |  | 1,805            | 
|                             |  |                  |  |  |           |  |  |            |   |  |                  | 
|Copper (000's lbs)           |  |                  |  |  |           |  |  |            |   |  |                  | 
|Kemess
      Underground     |  | 619,151          |  |  | 0         |  |  | 0          |   |  | 619,151          | 

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Young-Davidson Mine

The Young-Davidson gold mine is located near the town of
Matachewan, approximately 60 km west of Kirkland Lake in Northern Ontario. The
property consists of contiguous mineral leases and claims totalling 11,000 acres
and is situated on the site of two past producing mines that produced almost one
million ounces from 1934-1957.

The Company owns 100% of the mineral rights to all of the
mineral resource related claims at the former Young-Davidson mine and the
adjoining Matachewan Consolidated Mines Limited Mine (the MCM Mine), which
together comprise the modern day Young-Davidson Mine. The Company also holds the
mineral rights to 200 tenures from mining leases to exploration claims covering
4,734 hectares surrounding and including the Young-Davidson Mine. The contiguous
claim block that covers the Young-Davidson Mine, is hereinafter referred to as
Young-Davidson. Hereinafter, references to work completed by the Company with
respect to Young-Davidson includes work completed by Northgate.

Property Description and Location

Young-Davidson is located immediately west of the village of
Matachewan, Ontario, and approximately 60 km west of the town of Kirkland Lake,
Ontario. Young-Davidson is comprised of 200 tenures related to mining claims,
mining leases, patents, and licenses of occupation that were acquired either
through staking, application, or option agreements. Collectively, it is subject
to nine separate agreements with different obligations and royalties for each
agreement. Based on the currently defined mineral reserves and resources, the
only royalties to apply are:

| | (i)  | a sliding scale royalty held by Matachewan Consolidated
      Mines Limited that relates to the eastern portion of the open pit and a
      small portion of the underground resource, which together total
      approximately 600,000 tonnes; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                    
| | (ii) | a per ton royalty held by the Welsh Estate that affects
      almost 400,000 tonnes.                                                                                                                                                               

Through these agreements the Company controls sufficient
surface rights to cover the sites required for all project buildings and fixed
installations for the life of mine. AuRico believes it has all of the necessary
surface rights to dispose of waste rock and tailings on additional areas of the
property. AuRicos land ownership and mineral tenures are registered with the
Government of Ontario. All permits required to operate the mine are currently in
place.

As Young-Davidson was the site of two former producing gold
mines there is existing surface disturbance in the form of old workings,
building foundations and tailings sites. Although there is no clean up order on
these sites, AuRico designed infrastructure to incorporate these sites where
possible so that they are remediated as part of the mine closure plan.

Other than as described above, the Company is not aware of any
rights, agreements or encumbrances to which Young-Davidson is subject, which
would adversely affect the value of the property or AuRicos ownership.

The Company entered into Impact Benefit Agreements with the
Matachewan First Nation on July 2, 2009 and with the Temagami First Nation /
Teme Augama Anishnabai on July 14, 2012, as the Young-Davidson mine is situated
within the traditional territory of these two First Nations.

| | 15
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Young-Davidson Property Location



Accessibility, Climate, Local Resources, Infrastructure and
Physiography

Young-Davidson is located in northern Ontario, Canada,
centrally located between Timmins, Kirkland Lake, North Bay and Sudbury, each of
which have businesses that service the mining industry. The property is accessed
by paved Highway 566, 5 kilometres west of the town of Matachewan.

The daily average mean temperature in nearby Kirkland Lake,
Ontario is 1.7°C. The extreme maximum recorded temperature is 38.9°C and the
extreme minimum temperature is -47°C. The average annual precipitation is 884
millimetres, comprising 590 millimetres as rainfall and 294 millimetres as
snowfall. Given this climate, exploration and mining development activities can
be carried out at all times of the year.

The surface rights possessed by the Company are sufficient for
mining operations, availability of sources of power, water, mining personnel,
potential tailings storage areas, potential waste disposal areas and potential
processing plant sites. Electricity is provided from the provincial grid through
a transmission line that was upgraded by the Company prior to commercial
production.

The property is typical of northern Ontario with forest covered
low rolling hills, small lakes and wetlands with numerous gravel roads providing
access to all areas of the property. Average elevation on the property is 330
metres above sea level.

History

The initial discovery of gold in the project area was made by
prospector Jake Davidson in 1916 on what became the former Young-Davidson mine.
This sparked a staking rush that resulted in a second discovery by Samuel Otisse
on what became the MCM Mine property. Surface prospecting, trenching and outcrop
stripping continued intermittently for the next seventeen years on both
properties. During this time a joint venture was established between Hollinger
Corporation and Young-Davidson Mines Limited and underground mine production was
initiated in 1934 and continued until 1957, over which time a total of 5.6
million tonnes were mined producing 585,690 ounces of gold (3.22 g/t recovered
grade). Production from the MCM mine property over the period 1934-1954 totaled
3.2 million tonnes, 378,101 ounces of gold (3.67 g/t recovered grade). Following
closure of the mines, the properties remained dormant until 1980 at which time
Pamour Mines concluded option/joint venture agreements on both properties with
the aim of establishing an open pit operation. Approximately 96,000 tonnes of
ore were mined and trucked to the Pamour mill facility east of Timmins.

| | 16
| | --

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In 1995, Royal Oak Mines Inc. (Royal Oak), a successor
company to Pamour Mines initiated extensive diamond drilling to define an open
pit resource, initiated shaft dewatering with a view to underground exploration,
conducted shaft rehabilitation as well as engineering studies and environmental
assessment studies with a view to re-opening the mines. Following the bankruptcy
of Royal Oak Mines, the property was dormant for several years before being
acquired by a private company in 2000. This private company undertook limited
exploration and, in 2002, vended the asset into Young-Davidson Mines Limited,
the same company that had discovered the property. Young-Davidson Mines Limited
re-initiated exploration with 9,312 metres of drilling in 58 diamond drill
holes.

In late 2005, Northgate amalgamated with Young-Davidson Mines
Limited through a Plan of Arrangement, and proceeded with surface exploration,
particularly diamond drilling, environmental and engineering studies and
underground exploration and development.

In 2011, AuRico acquired Northgate, which included
Young-Davidson.

Geological Setting and Mineralization

Young-Davidson is situated within the southwestern part of the
Abitibi Greenstone Belt. The Abitibi Greenstone Belt consists of a complex and
diverse array of volcanic, sedimentary, and plutonic rocks typically
metamorphosed to greenschist facies grade, but locally attaining amphibolite
facies grade. Volcanic rocks range in composition from rhyolitic to komatiitic
and commonly occur as mafic to felsic volcanic cycles. Sedimentary rocks consist
of both chemical and clastic varieties and occur as both intravolcanic sequences
and as uncomformably overlying sequences. A wide spectrum of mafic to felsic,
pre-tectonic, syn-tectonic and post-tectonic intrusive rocks are present. All
lithologies are cut by late, generally northeast-trending proterozoic diabase
dikes.

The Abitibi Greenstone Belt rocks have undergone a complex
sequence of deformation events ranging from early folding and faulting through
later upright folding, faulting and ductile shearing resulting in the
development of large, dominantly east-west trending, crustal-scale structures
that form a lozenge-like pattern. The regional Larder Lake-Cadillac Fault Zone
(LLCFZ) cuts across the Young-Davidson project area. The LLCFZ has a
sub-vertical dip and generally strikes east-west. The LLCFZ is characterized by
chlorite-talc-carbonate schist and the deformation zone can be followed for over
120 miles from west of Kirkland Lake to Val dOr.

There are three important groups of archean sedimentary rocks
in the district. The oldest are Pontiac Group quartz greywacke and argillite,
which occur as thick assemblages in Québec, while interbedded within the Larder
Lake Group volcanic rocks are turbiditic siltstones and greywackes of the
Porcupine Group. Uncomformably overlying is Timiskiming Group Conglomerate,
turbidite and iron formation with minor interbedded alkalic volcaniclastic
units.

Archean intrusive rocks are numerous in the district but are
largely manifested as small stocks, dikes and plugs of augite syenite, syenite
and feldspar porphyry occurring in close temporal and spatial association with
the distribution of Timiskiming Group sediments. The main syenite mass, which
hosts most of the gold mineralization on Young-Davidson, measures almost 3,000
ft. east-west by 1,000 ft. north-south.

Huronian proterozoic sedimentary rocks onlap and define the
southern limit of the Abitibi in Ontario. In the project area these rocks are
correlative to the Gowganda Formation tillite. Post-Archean dike rocks include
Matachewan diabase and younger Nipissing diabase, which respectively bracket the
Huronian unconformity in the project area.

| | 17
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Essentially all of the historical production at the former
Young-Davidson Mine and approximately 60% of the production from the MCM Mine
was from syenite-hosted gold mineralization. Most of the current open pit and
underground resources are also related to syenite-hosted gold. The
syenite-hosted gold mineralization consists of a stockwork of quartz veinlets
and narrow quartz veins, rarely greater than a few inches in thickness, situated
within a broader halo of disseminated pyrite and potassic alteration. Visible
gold is common in the narrower, glassy-textured quartz veinlets. In general,
gold grades increase with quartz veinlet abundance, pyrite abundance, and
alteration intensity. Mineralized areas are visually distinctive and are
characterized by brick red to pink K-feldspar-rich syenite containing two to
three percent disseminated pyrite and several orientations of quartz extension
veinlets and veins. The quartz veins and veinlets commonly contain accessory
carbonate, pyrite, and feldspar.

Drilling

Since the discovery of gold in the project area until October
14, 2008 a total of 293,774 metres of surface and underground diamond drill
holes were completed. With the exception of the holes pre-dating 1980 (324
holes, 20,236 metres), all of the drill logs have been preserved. All holes have
been plotted on historic records and these hole traces and assays have now been
entered into the database. All holes since 1988 have been surveyed for their
collar co-ordinates and it is assumed that all underground hole collars were
surveyed as per industry practice at the time of production. Since 1980 all
holes have been surveyed using a tropari instrument or acid test and since 2006
all drill holes have been surveyed using FLEXIT and/or a gyroscopic instrument
in order to measure down hole deviation.

Underground drill holes were AQ core (27 mm diameter) as was
the practice of the day, surface holes pre-dating the Company were, with one
exception, BQ core (36.5 mm diameter) and all holes by the Company (and the one
exception) have been NQ core (47.6 mm diameter) except where a reduction to BQ
(36.5 mm diameter)
has been required to complete the hole in problematic ground conditions. Core
recovery and rock quality designations have not been noted in historic drill
logs, however in all the holes by the Company core recovery has been excellent
and the rock quality designation (RQD) factor has been very high indicating
very competent rock.

Sampling Method and Approach

Drill core is transported directly from the drill rigs to the
secure core logging facility. Core is logged with geological information being
recorded, including rock type, degree of alteration, estimated percentage of
sulfide minerals and vein intensity. Zones of interest are marked out and
assigned a sample number and assay tags are stapled into the box as well as
being inserted into the sample base. Most of the core has been split with a
hydraulic splitter, with a small number of samples cut with a diamond bladed
core saw. The majority of the samples are 1.5 metres in core length and most of
the historic samples are in five foot lengths. Assay procedures were not well
documented prior to 2003, but it is assumed that conventional crushing,
pulverizing and classical fire assay techniques were used.

Sample Preparation, Analyses and Security

Prior to sample shipment, a number of measures have been
implemented which were designed to maintain a high level of security at the core
logging facility, at the mine property and while the samples are in transit.

For exploration drill core, a number of measures have been
implemented which were designed to maintain a high level of security at the core
logging facility and while the samples are in transit.

Upon arrival at the ALS Global laboratory, samples are logged
into the laboratory tracking system and weighed. Each core sample is entirely
crushed to better than 70% -2 millimetre (minus 10 mesh). A 250 gram split of
crushed material is taken and pulverized. Certified reference material and
blanks are inserted with samples prior to analysis. Fifty gram aliquots are
weighed for fire assay. Fire assay fusion was by lead flux with a silver
collector and atomic absorption finish. Each sample was also submitted for a 34
element analysis, by aqua-regia acid digestion and ICP-AES. This process
quantitatively dissolves base metals for the majority of geological materials.
Major rock forming elements and more resistive metals are only partially dissolved. All sample batches were
subjected to the laboratorys internal quality control procedures.

| | 18
| | --

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All mine samples, including blasthole underground channel and
drill core are assayed at the on-site laboratory operated the Company. We have
been advised by ALS Global that the laboratory is well-equipped, fully
ventilated, and staffed by experienced personnel. Samples are prepared and
analyzed as described above.

Quality Control and Quality Assurance

No information has been compiled that describes the quality
control (QC) and quality assurance (QA) procedures for the pre-2003
drilling, however it is unlikely that blanks and CRMs were used as this did not
become standard industry practice until the early 2000s. The main form of QA/QC
would have been periodic re-assaying of anomalous samples with introduction of
blanks in the early 1980s and 1990s.

The QA/QC for the 2006, 2007 and 2008 programs is documented in
the technical documents filed on the Canadian System for Electronic Document
Analysis and Retrieval (SEDAR) website at www.sedar.com. In essence
this amounted to four percent of the entire population of samples submitted for
analysis, including blanks, standards, and duplicates. Additionally, about
15-20% of pulp replicates and 2.5% of reject duplicates were analyzed and
incorporated into final assay grade to improve overall precision. The QA/QC data
is monitored as the samples are being processed at the laboratories and where
analytical problems are identified the laboratory is required to reanalyze the
samples.

Based on this work it was concluded that the data is reliable
and suitable for supporting mineral resource and mineral reserve estimation work
in the opinion of the Qualified Person.

Data Verification

The project data base has been subject to verification or audit
by Micon International Inc. (2004), Scott Wilson Roscoe Postle Associates Inc.
(2006), AMEC plc (2008) and Company geologists (2006, 2007 and 2008) who had no
direct involvement with the project. Collar co-ordinates, down hole survey tests
and assay intervals were verified against a variety of supporting documentation.
Where errors have been identified these were corrected and procedures put in
place to prevent re-occurrence and to expedite future data verification
programs. In each case the third party audit has concluded that the database is
valid and acceptable for supporting resource estimation work on the project.

Mine Development and Mine Plan

The open pit has been in operation for over two years and will
cease production in the first half of 2014. Mining is conducted by a contractor
using conventional methods on 8 metre benches, using 8 metre3
front-end loaders, 77 tonne haul trucks, appropriately sized drills and support
equipment. The open pit mining contractor commenced mobilization and mining in
November 2011.

A historical open stope exists at the east end of the existing
pit design. In order to remove the safety risks of working near an open stope,
and to minimize dilution and mining loss, the stope was filled with waste rock
early in the open pit mine life. The waste rock backfill will then be mined out
as part of regular bench mining activities.

The open pit mining plan has been generated to feed the mill at
a rate of 2.16 Mt/yr. The plan includes the stockpiling of lower grade ore so
that the head grade is higher during the first two years of the project.
Approximately 18.9 Mt of waste rock will be generated by the open pit and will
be placed in the waste dump to the north of the pit.

The underground deposit is located approximately 210 m to 1,500
metres below surface. During 2013, the Company completed the sinking of the
shaft down to the mid-shaft loading pocket, which accesses the first eight years
of mine production. The Company also completed the mid-shaft ore and waste
haulage systems, an underground crushing facility, surface ventilation fans and
booster fans at the 9590 level. The Company continues to work on developing vertical
access in the underground mine below that of the mid-shaft loading pocket, to an
eventual depth of 1,500 metres; this work will continue in 2014. The existing
MCM #3 shaft is being extended to a depth of 1,500 metres to provide for the
hoisting of men, materials, ore and waste. The mine will also be accessed by a
ramp, which will be extended to the bottom of the mine from the existing
exploration ramp, currently at a depth of 900 metres below surface. The mine
design has taken into consideration the existing MCM #3 and the Young-Davidson
shafts and other existing openings for ventilation and early works.

| | 19
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The underground mine has been designed for low operating costs
through the use of large modern equipment, gravity transport of ore and waste
through raises, shaft hoisting, minimal ore and waste rehandling, high
productivity bulk mining methods and paste backfill. The mine will operate
scooptrams to load, haul and transfer stope production to the ore pass system
from where it will be hoisted to the surface via 18 Mt skips.

At the current design production rates of 2.92 million tonnes
per year (8,000 tonnes per day) at full production, the underground will have a
mine life of approximately 20 years based on the current reserve. Production
from the underground mine will be complemented by open pit or stockpiled mill
feed until it can provide the entire mill feed. For the last 17 years of the
currently projected underground mine life, mill feed will be provided almost
exclusively from the underground mine.

Lateral development of the underground mine will average
approximately 12,000 metres per year including capital, operating and ore
categories for the first 12 years of the underground mine operation. In the last
8 years of the underground mine life, the development requirements drop off
sharply as the mine is close to being fully developed.

The average underground personnel requirements at 8,000 tonnes
per day are estimated to be 300 persons. The mine will operate seven days a week
with two 10.5 hour shifts per day working a five days on and four days off
followed by four days on five days off schedule. Once in full production, the
mine will be owner operated with only diamond drilling and raising being
contracted.

Exploration and Development

The Young-Davidson open pit mine and mill declared commercial
production effective September 1, 2012. Commercial production was declared once
the mine achieved previously established commissioning thresholds. The
commissioning thresholds included a 30-day period whereby the mill throughput
averaged at least 5,100 tonnes per day (subsequent to the commissioning of the
flotation and gravity circuits) and the open pit averaging 29,750 tonnes per day
of ore and waste mining.

During October 2013, the Company commissioned the midshaft
loading pocket and shaft hoisting infrastructure, and began hoisting underground
ore to surface. Prior to October 2013, the Company was trucking ore to surface
through the exploration ramp. On October 31, 2013, the Company declared
commercial production at the Young-Davidson underground mine.

A significant portion of the 2013 capital budget was focused on
the completion of the shaft and hoisting system, the underground waste and ore
pass system and crusher. The Company also completed the construction of the
paste backfill plant, which was commissioned in January 2014. Capital works in
2014 will include the continued lateral and vertical development of the
underground mine, continued installation of underground ventilation
infrastructure and the purchase of new mobile equipment as the underground
operation expands. Total lateral and vertical development are expected to be
14,300 metres and 1,000 metres respectively. Lateral development will consist of
continuing to establish the levels spaced every 30 metres in the orebody
consisting of footwall drives, drawpoints and stope development. Main ramp
development will also continue from 9590 level towards the eventual bottom of
the mine at 8900 level.

The Company completed 17,789 metres of surface drilling in
2013, directed at a number of target areas and a number of geophysical targets
across key parts of the geology. The primary target was the YD West Sherriff
area, where drilling in 2012 intersected anomalous gold in the same rock with
similar alteration to that in the main zones at the Young-Davidson
mine. Results of these holes are incorporated in the overall Mineral Reserve and
Mineral Resource estimate.

| | 20
| | --

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Mining Operations

The metallurgical testwork programs considered for feasibility
study were completed in 2008 and early 2009 at SGS Lakefield. Results of these
tests provided the data used for the design criteria.

The tests were conducted on samples from 32 holes selected
across the mineralization from which five zone composites and a master composite
were prepared. Flowsheet optimization was conducted on the master composite.
Once the metallurgical parameters were optimized, the five zone composite and 32
individual samples were tested used for variability testing.

The grinding characteristics of the design mineralized
material, an equal mixture of Upper Boundary Zone, Lower Boundary Zone and Pit
Zone material as combined material for pilot plant feed gives an average Bond
Work Index of 15.6 kilowatt hours per tonne (kWh/t) at 100 mesh (106
micrometer (μm)) of grind. The selected six zone samples work index ranged
from 14.7 to 18.3 kWh/t or an average of 16.5 kWh/t. Most samples tested fell in
the medium to hard range of hardness with respect to impact breakage and Bond
rod mill/ball mill grindability work indices while there was one waste sample
which fell in the very hard range of hardness. All samples have been classified
as abrasive or very abrasive.

The gravity recoverable gold was determined to be about 25% of
the gold contained in the composite sample tested when cleaning of the primary
centrifugal concentrator product on a Mozley table was completed to a target
0.05% weight recovery of the initial feed material.

The metallurgical test programs supported the selection of
single stage semi-autogenous grinding circuit with a gravity circuit followed by
flotation. The flotation concentrate is further ground and leached in a
conventional carbon-in-leach. The flotation tailings are also leached in a
carbon-in-leach circuit. The gold is recovered from the carbon followed by
electro-winning and pouring doré bars.

A gold recovery of 92.5% is indicated for the head grade of the
samples on which the test work was performed and was the basis for the
feasibility phase.

The combined leach tailings were used for the cyanide
destruction testwork. The Young-Davidson carbon-in-leach tailings are treated
with the SO2/Air cyanide destruction method.

El Chanate Mine

The El Chanate Mine is located 37 km northeast of Caborca in
Sonora State, Mexico. The mine consists of an open pit, crusher, heap leach
pads, process plant and supporting infrastructure located on 4,618 hectares
encompassed within 22 mineral concessions.

The Company acquired El Chanate through the acquisition of
Capital Gold in April 2011. Hereinafter, references to work completed by the
Company with respect to El Chanate, includes work completed by Capital Gold.

Property Description and Location

El Chanate is located in northern Mexico in the northwest
corner of the State of Sonora, Municipality of Altar (see map below). The mine
site is 25 kilometres northeast of Caborca, 280 kilometres northwest of
Hermosillo, 150 kilometres southeast of Sonoyta, and 170 kilometres southwest of
Tucson, Arizona at UTM geographical coordinates of 412,150E, 3,407,880N (Lat
30°4810N, Long 111°5500W). Caborca, with a population of 100,000, is the
largest town in the area. Pitiquito and Altar are smaller nearby towns located
off Highway 2 west and east of the El Chanate, respectively. All permits
required to operate the mine are currently in place.

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El Chanate Property Location



Minimum Investment and Mining Duty

All concessions are subject to an annual minimum investment and
an annual mining tax that must be paid to keep the concessions in good standing.
The amount of the minimum investment or assessment work varies based on the
size, age and type of the concession, and changes each year with the Department
of Mines publishing a new list at the beginning of the year and varies with the
consumer price index. The rate of the mining duty depends on the concession type
and the age of the concession. The rate changes bi-annually with the Department
of Mines publishing the new rates in January and July. The mining duty is due in
both January and July. The total mining duty required annually to keep El
Chanates 22 titled concessions (4,618 hectares) is approximately 500,000 pesos.

Accessibility, Climate, Local Resources, Infrastructure and
Physiography

Geographically, El Chanate is on the south-eastern margin of
the NW-SE mountain range formed by Sierras La Gloria, El Alamo, Batamote and El
Chanate. Locally, El Chanate resides on the Escalante cattle ranch ground.

The project is located on the north west corner of the state of
Sonora, in the Altar desert (a subset of the Sonoran Desert). Topography is
typical of the Basin and Range province with Sierra El Batamote and Sierra El
Chanate as prominent steep mountain ranges emerging from the flat basin.
Elevation at the project area is 500 metres above sea level; the El Chanate
Range is 900 metres high and El Batamote 850 metres high.

The working area lies on the southern pediment of El Chanate
Range, a flat plateau covered by thin layers of unconsolidated gravel and
dissected by sharp shallow creeks, gently dipping into the gravel filled valley
of the Sásabe (dry) and Altar rivers.

From Hermosillo, the property can be accessed by driving 173km
north to Santa Ana on Highway 15, then approximately 95km west on Highway 2 to
Caborca. The mine access road is approximately 13km east of Caborca on Highway
2. The project area is easily accessible from Mexican Highway 2 by driving north
11km on a nearly level dirt road through the Ejido 16 de Septiembre and onto the
Escalante cattle ranch where the El Chanate mine is located.

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Vegetation consists of typical Mexican desert species composed
primarily of various cacti, shrubs and brush.

According to the Köppen climate classification system, the
project is described as having a BWh, or desert climate where the coldest month
has an average high temperature above 0°C. The average annual temperature is
21.5°C. July is the hottest month with an average maximum temperature of 44.6°C.
The hottest month on record was July 1998 with an average temperature of 48.0°C.
January is the coldest month with an average low temperature of -2.2°C. The
coldest month on record was January 1971 with an average temperature of -11.0°C.
The mine operates year round.

Annual average precipitation as measured at the nearby
Pitiquito station (about 15 kilometres away) is 259 millimetres. Rainfall occurs
due to the normal monsoon rains and the effects of Pacific storms.

Equipment and infrastructure include: a three stage crushing
plant, a leach pad and solution holding ponds, four Adsorption, Desorption,
Refinery (ADR) processing plants, a refinery, a fleet of haul trucks, loaders
and mining support equipment. In addition, there are numerous ancillary support
facilities including warehouses, maintenance shops, roadways, administrative
offices, power and water supply systems, and a fully equipped assay and
metallurgical laboratory. The open pit operations are conducted by a local
mining contractor.

History

Historical workings suggest the area has been mined for gold
since the early 19th century. The current open-pit mine has now been developed
below the level of those historical small-scale mine workings. The open-pit mine
plan covers an area approximately 1,700 metres long, 845 metres wide, and 300
metres deep. El Chanate utilizes conventional three stage crushing and heap
leaching, with gold bearing solutions being processed in an ADR plant, followed
by electro-winning and refining.

Geological Setting and Mineralization

El Chanate is located between the northern flank of Sierra El
Batamote and the southern flank of Sierra El Chanate. These ranges are tectonic
blocks derived from Late Mesozoic compressional events modified by Early
Cenozoic extension. The area is underlain by Mesozoic, meta-sedimentary rocks
intruded by Late Cretaceous andesites. All of these units are cut by Tertiary
felsic to mafic rocks. The post mineral San Jacinto andesite flow located north
of the mine is the youngest bedrock unit dated at 51Ma. The dominant controls on
gold mineralization are structural channeling along faults and development of
veins by dilation and hydraulic fracturing. Gold precipitation is dependent on a
chemically favorable environment but is not strongly influenced by rock
composition. Relatively deep seated regional structures appear to have been
active at the time of mineralization and have played a vital role in the
structural preparation of the host rocks and channeling of the mineralizing
fluids. The fluids and their contained metals are believed to have been derived
either from a deeper magmatic source rock or from deep metamorphic processes
associated with the Laramide Orogeny.

Drilling

From 2001 to 2009, the Company conducted surface mapping,
surface sampling, geophysics, diamond drilling and reverse circulation drilling
on the property. The results of this work delineated anomalous gold
mineralization along a northwest striking fault zone traceable for 4.5
kilometres on strike and still open at depth. The mineralized zone had been
drill tested by 819 holes for a total of 140,224 metres. There are 754 reverse
circulation holes and 65 core holes. The deposit remains open in several
directions.

From 2010 to 2013, the Company has drilled 681 reverse
circulation holes totaling approximately 124,320 metres and 32 core holes for
11,101 metres.

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Sampling, Analysis, Quality Control and Quality
Assurance

An analytical quality assurance program has been established
for all of the Companys mineral properties to control and assure the analytical
quality of assays in all of the Companys exploration programs. This program
includes the systematic addition of blank samples, duplicate samples and
certified standards to each batch of samples sent for analysis to commercial
accredited laboratories. Blank samples are used to check for possible
contamination in laboratories, duplicate samples quantify overall precision,
while certified standards determine the analytical accuracy. The split core
samples are sent directly from the project sites to ALS Global, an ISO-17025
accredited laboratory with facilities in Hermosillo, that performs gold and
silver analyses at its laboratory in Vancouver, British Columbia.

For reverse circulation drill holes one standard and one blank
are included in each batch of 20 samples. For core holes, duplicates (1%),
blanks (4%) and standards (5%) are inserted into the sample intervals.

ALS Global performed well on inserted blanks and standards in
2013. We have been advised by ALS Global that there is no evidence of systematic
contamination and accuracy is acceptable based on standards in the grade range
0.2 to 2.6 g/t gold.

Blasthole samples are assayed at the on-site mine laboratory
operated by the Company. The laboratory is well-ventilated, procedures are fully
documented, and there are 25 employees to cover operations 24 hours a day and
analyze 12,000 samples per month.

Samples are crushed to 85% passing 1⁄4 inch and a 250 gram split
is pulverized to 80% passing 106 microns.

Gold is determined by industry-standard fire assay on a 30 gram
aliquot with an atomic absorption finish. Silver is analyzed on the same
solution and the final silver assays are adjusted for both silver losses in
cupellation and for the silver added to improve gold collection. A laboratory
review in October 2013 by Analytical Solutions Ltd. recommended changes to the
silver assay method to improve precision of the results.

The onsite mine laboratory includes 15% blanks, standards and
duplicates for gold determinations. We have been advised by ALS Global that
there is no indication of systematic contamination, and accuracy is acceptable
for the mine operations. A check assay program and participation in an
international round robin are planned for 2014.

Data Verification

The project database has been subject to verification by
independent sources, primarily Independent Mining Consultants (IMC) and SRK
Consulting (SRK). The electronic database was first verified by IMC in 2003.
The IMC drill hole database has incorporated substantial verification procedures
for the data in most of the critical areas. IMC reported that they found that
the assay database was consistent with assay certificates. They also reported
that there was no evidence of significant contamination of reverse circulation
samples during drilling. In 2007, IMC compared the 2007 drilling database with
Chemex assay certificates for about 25% of new holes and noted no significant
errors. In 2009, IMC was provided with a database of the Companys 2008
analytical results and the original Chemex assay certificates. The database was
validated to the certificates and no problems were noted.

In preparation of the feasibility study, SRK also received the
electronic database from the Company which included all of the data verification
procedures conducted by IMC, as mentioned previously. SRK performed spot checks
on the 2009 drill hole assays by comparing them to the original Chemex assay
certificates and noted no exceptions.

Exploration and Development

The 2013 exploration program followed up on identified two new
discoveries from 2012 that are directly on trend of the open pit as well as the
extension of the previously identified north west zone located approximately 50 metres northwest of the open pit. The Rono
zone is approximately 600 metres northwest of the open pit and the Loma Prieta
zone is approximately 1.2 kilometres southeast from the ultimate pit
boundary.

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During 2013, the Company completed 45,697 metres of reverse
circulation drilling and 980 metres of diamond core holes. The drilling program
within the current open pit has intersected a new type of mineralization below
the ultimate open pit bottom floor, which is a higher grade than the current
reserve grade. Drilling outside of the open pit focused on the northwest and
southeast extension, within the Rono and Loma Prieta targets. Detailed drill
results are included in the Companys September 12, 2013 press release.

Drill Results



On June 28, 2013, the Company completed an option/joint venture
agreement with Highvista Gold Inc. to explore approximately 11,600 hectares of
claims located to the northwest of the open pit that provides access to an
additional 15 to 20 kilometres of the El Chanate fault. The agreement grants
AuRico the option to earn a 51% undivided interest in the El Chanate Extension
by incurring an aggregate of $3,000,000 in exploration expenditures over the
next three years. The Company can earn a further 19% interest (bringing its
aggregate interest to 70%) by funding the preparation of a feasibility study or
prefeasibility study on the property.

The exploration plan for 2014 is to continue with mapping,
aeromagnetic geophysical, geochemical and drilling along the property.

On June 13, 2013, the Company signed an option agreement with
Minera Goldzone S.A. de C.V. to acquire a 100% interest in the Las Lajas
Project, an 8,145 hectare property consisting of 6 contiguous mining concessions
located in southern Sonora State, Mexico. Field work during 2013 consisted of
twelve bulldozer trenches (1,277 metres) in two areas. This work is ongoing and
a drilling program will be initiated toward the end of the first quarter of
2014.

Mining Operations

El Chanate is an open pit mining and heap leach processing
operation. Ore is hauled, via a mining contractor, by truck from the pit to the
crushing plant. The recovery of gold is achieved through the heap leaching process. Under this method, ore is placed on
impermeable leach pads where it is treated with an alkaline cyanide bearing
solution, which dissolves gold and silver contained within the ore. The
resulting pregnant solution is further processed in a plant where the gold and
silver is recovered. The processing is a closed circuit, zero-discharge
operation where solution is continuously re-used. The smaller of the four ADR
processing plants was purchased used and refurbished by the Company. Recent
mobile equipment additions and all other equipment and infrastructure at El
Chanate were new when procured. Management continuously analyzes production
results and considers improvements and modernizations as deemed necessary.

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In 2010, the Company engaged an independent consultant with
respect to heap leaching optimization, which has resulted in recommendations to
increase the barren solution flow to the leach pad, increase the pregnant
solution flow to the recovery plant, and redirect the low grade solution to the
leach pads. When fully implemented, these operational changes combined with the
agglomeration with cement and barren solution resulted in improvements in
leaching time.

In April 2011, after the acquisition by AuRico, an expansion
plan was executed which included the following improvements:

- Changing the crusher liners from fine to medium coarse resulting in lower
  power consumption, and higher crushing capacity, while the 3/8 crush size
  obtained an average P80 of 0.24 to 0.29. The further installation of
  programmable logic controls resulted in approximately a 40% increase in the
  crushed tonnage.
- Belts were sped up by 20% to allow adequate conveying, while a heavy duty
  conversion of the entire conveying system resulted in an additional 25%
  productivity improvement and higher reliability. The newly installed
  programmable logic controls included an automated start and stop capability
  which together with a new stacker and its 10 metre lifts greatly reduced the
  duration of any occurring production interruptions.
- New leach pads were added as well as a third ADR plant to accommodate the
  higher productivity rates while pumped solution volume was augmented to ensure
  that the incremental tonnage deposited on the leach pads could be leached with
  identical or better cyanide solution to ore ratios ensuring leach kinetics and
  recovery in 2012.
- As area and pumped volume increased, an intermediate pond was added to
  improve cyanide solution to ore ratios and improving the head grade to the
  ADRs.
- In order to leach the increased tonnages deposited on the leach pads, the
  original single 8 water supply piping was replaced with 16 piping in 2012,
  thus doubling available water volume and reducing power consumption per
  m3by 50%. Prior to this, the Company had procured additional water
  rights that enabled the drilling of another water supply well.

During the first quarter of 2013, the Company expanded its
leach pad capacity, completing phase 7 of its leach pad expansion, while during
the fourth quarter, a new set of 5 CIC columns each with 6 tons of carbon were
added to the circuit, to reduce the gold in heap solution inventory, improving
efficiency and redundancy in the operation and maintenance of the ADR process
plant.

The focus during 2014 will be the continuous improvement cycle
in safety, operational efficiencies and reliability of key processes in all key
areas: mine operation, crushing productivity, ADR performance, leach pad
recoveries, cost reductions and minimal capital expenditures. In addition, the
site will focus on continuous improvement initiatives relating to ore
fragmentation, screening, crushing and conveying reliability and availability,
ADR process control, leach pad irrigation management, as well as a number of
cost reduction initiatives.

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Leach Pad Process



Kemess Underground Project

The Kemess Underground project is a gold and copper project
located in northern British Columbia, Canada. The project is located six
kilometers north of the former Kemess South open pit mine, which was in
operation from 1998 to 2011. Previously called Kemess North, it has been renamed
Kemess Underground to distinguish from the project that was previously proposed.
On March 25, 2013, the Company released the results of a feasibility study on
the Kemess Underground project which added 1.8 million gold ounces and 619
million pounds of copper to mineral reserves. Hereinafter, references to work
completed by the Company with respect to Kemess includes work completed by
Northgate prior to the acquisition by AuRico in October 2011.

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Kemess Property Location



Property Description and Location

The Kemess property is situated in north-central British
Columbia approximately 430 kilometres northwest of Prince George at 57°02' north
latitude, 126°47' west longitude on National Topographic Map 94/E2. The Kemess
property consists of four mining leases (Numbers 354991, 410732, 410741 and
524240), 57 cell and legacy mineral claims (located under the Mineral
Tenure Act(British Columbia) and regulations relating
thereto) and one surface rights license, collectively covering 32,610 hectares
(80,580 acres). The Kemess South Mining Lease #354991 is valid until September
15, 2027 at which time it may be renewed for another 15 years. Leases #410732
and #410741 are valid until September 29, 2034 and renewable at that time.
Lease #524240 is valid until December 22, 2035, and is renewable at that time. Collectively these surface and mineral rights are sufficient for conducting all
mining operations, processing facilities and ancillary infrastructure at Kemess,
as evidenced by the history of operations since 1998.

The Kemess mine is in compliance in all material respects with
applicable provincial and federal environmental requirements. With respect to
future site reclamation and closure costs, the Company regularly updates its
estimates of future expenditures. The exact nature of environmental control
concerns, if any, that may be encountered in the future cannot be predicted with
certainty, as current environmental regulations and requirements may change. As
at December 31, 2013, a $16.4 million accrued reclamation obligation remained.



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Permits

Most of the permits previously in place for the Kemess South
operation are still in good standing including road use, power line, explosives,
camp related and mill related such as nuclear gauge and boiler permits. Some of
the key permits to be obtained include a new mining permit, and an amendment to
the existing permit to deposit tailings into the exhausted open pit, PE 15335,
to allow the construction of a tailings dam to increase the tailings capacity.
The mining permit covers the operation of the facility during production as well
as the eventual closure and reclamation of the site.

Accessibility, Climate, Local Resources, Infrastructure and
Physiography

The Kemess mining and milling complex is located in the
mountains of north-central British Columbia at an elevation of 1,350 metres.
Personnel access the mine by plane via Prince George (approximately 430
kilometres to the southeast), Smithers, Williams Lake, Kelowna, Kamloops and
Vancouver with flight service available from Monday through Thursday. Road
access to the mine is from Mackenzie, BC, and this is the means by which
supplies and concentrates were hauled to and from the mine. Power at the site is
available directly from the BC Hydro grid, the British Columbia power authority,
via a 380 km power line owned by the Company. Adequate water for the mine is
available from local surface and ground water.

The climate is generally moderate, although snow can occur
during any month. Temperatures range from -35° to 30°C and average annual
precipitation amounts to 890 mm. The Kemess mine belongs to the following
physiographic subdivision of British Columbia, arranged in ascending hierarchy
of units: Swannell Ranges, Omineca Mountains, Central Plateau and Mountain Area,
Interior System and Canadian Cordillera. Two biogeoclimatic zones occur in the
Kemess mine area, according to biogeoclimatic maps of the Toodoggone River 94E
and McConnell Creek 94D map sheets. The mild, cool Spruce-Willow-Birch zone
occupies the lower elevations between 1,200 metres and 1,500 metres. Most of the
mine is within this zone. The Alpine Tundra parkland subzone occupies the higher
elevations in the mine area.

History

Pacific Ridge Resources Ltd. (Pacific Ridge) staked the area
of the Kemess South deposit in 1983. Exploration programs were subsequently
carried out by Pacific Ridge and Anaconda Canada Ltd. (Anaconda) in 1984; St.
Philips Resources Inc. (St. Philips) in 1988 and the Kemess South Joint
Venture between El Condor Resources Ltd. (El Condor) and St. Philips from 1990
to 1993. In 1991, Rio Algom Explorations Inc. (Rio Algom) acquired claims
adjoining the west and south sides of the Kemess South Joint Venture claim
holdings.

The initial work on the property by Pacific Ridge and Anaconda
consisted of a limited diamond drilling program to test a gold-copper-molybdenum
soil geochemical anomaly. This drilling identified porphyry style
gold-copper-molybdenum mineralization, but grades were considered too low and
the property was dropped. St. Philips carried out IP surveys, geochemical
surveys and reverse circulation drilling, which marginally expanded the
mineralized area. The Kemess South Joint Venture completed a major delineation
diamond drilling program and various ancillary works, including IP and
geochemical surveys. In 1992, Rio Algom drilled five holes totaling 1,745 metres
to further delineate the deeply buried western extension of the Kemess deposit.
In late 1993 the Kemess South Joint Venture acquired the claims held by Rio
Algom. By the end of 1993 a total of 26,314 metres of diamond drilling in 156
holes had outlined a substantial gold-copper deposit that was amenable to open
pit development.

In 1994 the Kemess South Joint Venture conducted a 9-hole,
1,867 metres in-filling drilling program. In 1996, Royal Oak Mines Inc. (Royal
Oak) acquired the Kemess property and drilled 22 due diligence holes totaling
3,316 metres. In 1998 Royal Oak commenced operations from the Kemess ore body.
These operations went into receivership in 1999. In 2000, the Company bought the
property out of receivership and has operated the property since that time.

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Geological Setting

Kemess occurs at the southern end of the Toodoggone mining
camp, which describes a collection of occurrences and deposits found in Mesozoic
volcanic rocks. The area is known for its copper-gold porphyry deposits and low
sulphidation epithermal gold-silver vein deposits.

The oldest rocks in the belt are Permian marine and volcanic
rocks, which are disconformably overlain by basalt dominated volcanic rocks of
the middle Triassic Takla Group, which are in turn unconformably overlain by
lower-middle Jurassic Hazelton Group volcanic rocks.

Intrusive rocks are prevalent in the area and have been
categorized as late Triassic Alaskan type ultramafics such as pyroxene diorite,
hornblende gabbro, and pyroxenite. Economically more significant are the early
Jurassic intrusives of the Black Lake suite, which are granodiorite, hornblende
diorite, pyroxene quartz diorite, quartz monzonite, and quartz monzodiorite.

The Mesozoic volcanic assemblages form upright, shallowly
dipping to flat-lying sequences crosscut by high angle north to northwest
trending faults. Significant dextral strike-slip features bound the eastern
margin of the belt.

More local to Kemess Underground are north-northwest normal
block fault structures. Thrust faulting is present in the district and is
interpreted as Eocene or younger.

The district represents the results of three superimposed
volcanic arc building stages that began in the upper Paleozoic. Marine volcanic
and sedimentary successions dominated until the lower-middle Jurassic, when
continental, quartz normative volcanism began with the deposition of the
Hazelton Group-Toodoggone Formation sequences. The plutonic rocks of the Black
Lake suite are coeval with the Toodoggone sequence and are likely co-magmatic.
Block faulting has juxtaposed panels of varying depth into the magmatic and
volcanic systems.

The Kemess Underground area is underlain by upper Triassic
(Takla Group) andesite/basaltic volcanics and to a lesser extent lower Jurassic
(Toodoggone Formation) dacitic fragmental volcanics.

Stocks, dykes, and possible sills of quartz monzonite/quartz
diorite composition have intruded the Takla succession and are also lower
Jurassic in age. The deposit area is transected by steeply dipping north to
northwest trending normal faults. A laterally extensive, shallow dipping to flat
lying, highly fractured, and altered broken zone occurs at or close to the
surface in the area of the deposit. The figure below shows the district geology,
major intrusive masses, and disposition of the districts deposits.

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Kemess Underground Geology



Exploration

The early exploration work in the area identified a porphyry
target, but it wasnt until deep drilling in 2001 that significant gold and
copper grades were located. Since 2001 exploration has been directed at
expanding the resource base in what was historically viewed as an open pit
project.

Because the target is deep, surface geological mapping and
surface geochemical techniques add little geological understanding. Likewise,
surface and airborne geophysical exploration have contributed little.

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Since the last work by El Condor in 1992, there were no surface
soil or rock sampling or trenching at Kemess Underground. Surface work has been
confined to access road and drill site construction.

The procedures followed in the field and through the
interpretation stage of exploration have met professional standards. From 2001
to the present day, there has been continuity in personnel both in the field, in
the laboratories, and with the data interpretation.

Exploration planned for 2014 includes a $5.0 million, 18,000
metre, drilling program to further explore and define the Kemess East
underground target directly adjacent to the deposit defined in the Kemess
Underground Feasibility Study. No mine development activities are planned for
2014.

Mineralization

Gold-copper mineralization forms an inclined tabular zone that
is centred on the East Cirque porphyritic monzodiorite, which from structural
contours, strikes east-west and dips 20° to the south. The quartz diorite/quartz
monzonite intrusive exhibits an irregular upper contact with various peaks and
troughs. The general east west strike and shallow south dip geometry is
consistent for over 400 m (10660E to 10180E). Between 10260E and 10160E the
tabular morphology disappears and the monzonite occurs as wide dykes (10100 m)
within the Takla volcanics. The change in geometry for the monzonite could be
due to the effects of cross faulting that have down dropped the tabular upper
contact present in the East Cirque, or the rheologic conditions during intrusion
changed going towards the west whereby steep fracture infilling was preferred
over stopping.

Alteration and mineralization is associated with and zoned both
vertically and laterally from the quartz diorite/quartz monzonite intrusive and
its associated dykes intersected at depth beneath the Central and East
Cirques.

Drilling

Since May 2000, there have been ten summer drill programs
completed in the Kemess Underground area. Various diamond drilling contractors
based out of Smithers, British Columbia completed this work.

At peak activity up to four drill rigs were used on the
property; three on skids and one helicopter portable. Three Hy-Tech diamond
drills completed the most recent program in 2011, which accounted for 19 drill
holes and 6,169 m.

The Kemess Underground project is approximately 1,050 m in an
east-west direction and 610 m north-south and over 600 m vertical. For the most
part, the drill hole spacing is less than 100 m and became quite well covered
with the additional 2010 and 2011 holes.

The current Kemess Underground resource database contains 146
drill holes for a total of 67,157m and an average length of 460m, with the
majority in the 200600m range. There are a few short holes less than 100m,
while the deepest hole is 1,206m.

The broken zone, which presents challenging drilling
conditions, covers much of the property. Historically, drilling an HQ diameter
hole (63.5 mm core) to act as a casing for NQ (47.6 mm core), which usually was used
to complete the hole, solved the problem. In rare instances reduction to BQ (36.5
mm core) was necessary to reach target depth. The core recovery is very high
with an average of approximately 70% in the broken zone and approximately 100%
in the remainder.

In 2004, a test was conducted to compare assay results from
holes with steep angles to holes with shallow angles. At that time, 29 holes
were drilled at shallow angles (less than 60o) so that oriented core could be
obtained to assist with the geotechnical program. It was found that there is no
significant grade variation between the two data sets. Because the shallow angle
holes tested various different directions, it appears likely that there is no
preferred vein orientation in the deposit that could be missed with steep
drilling.

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Sampling Method and Approach

Pre-2001 drilling was not deep enough to test the higher-grade
zones under consideration for Kemess Underground project. Consequently, since
2001, drilling is the most important exploration activity carried out at Kemess
Underground and forms the basis of the mineral resource. More than 75% of the
assays have been completed since 2001.

Samples from the Kemess Underground project are totally drill
core based; there are no trench or grab samples in the database.

A sampling program for the project was developed prior to the
2002 exploration season. The same program was carried forward to the 2003 and
2004 seasons, and continued into the 2010 program. The QA/QC program established
in 2002, and continued in subsequent seasons, included at site insertion of
blind duplicate, blank, and standard samples.

Sample intervals were determined by a staff geologist according
to lithology, and ranged from 0.3 to 2.0 m, with the average length of samples
being 1.92 m. Because of the low-grade nature of the mineralization and
difficulty determining potential ore from non-ore material, the entire drill
hole is sampled. Once in a uniform rock type, sample spacing was generally 2.0
m. The maximum 2.0 m sample length was seleceted so that more detail could be
gained concerning the local variability of grade. As well, the 2.0 m core length
provides a representative sample weight for NQ core (47.6 mm diameter). For HQ core
(63.5 mm diameter), a maximum
sample length of 1.5 m was applied.

Drill core was logged by a small team of geologists and split
using a rock saw or hydraulic splitter. Samples were collected by staff
technicians and then passed through a primary crusher. During the 2002 program,
a portable sample preparation lab was leased from ALS Minerals, formerly ALS
Chemex (ALS). For the 2003 program, a sample-bucking facility was built near
the camp area and run under supervision of Kemess Chief Assayer during the
subsequent programs.

Sample Preparation, Analyses and Security

Core samples were dried and then crushed to 80% passing 10 mesh
at the mine site. Each sample was riffled twice with one split being retained at
the mine, and a 250 g sample sent by air and courier to ALS analytical
laboratory in North Vancouver. The remainder of the sample was discarded. In
2008 a pulverizer was added to the preparation process at Kemess and pulps were
submitted for analysis for both 2008 and 2010 programs.

At ALS, the 10 mesh samples (pre-2008) were pulverized to 85%
passing 75 μm (PUL-22) prior to assay. Both Kemess and ALS prepared pulps were
assayed for a suite of 35 elements including iron using an aqua regia digestion
and inductively coupled plasma atomic emission spectroscopy (ICP-AES; ME-ICP61,
ME-ICP41) on a one gram sub-sample. Copper analysis was completed by atomic
absorption spectrometry, following a triple acid digestion. Gold analysis was
completed by standard one assay ton fire assay with atomic absorption finish.

In total, excluding quality control samples, 32,506 samples
comprise the entire Kemess Underground database. Since 2000, 28,498 samples have
been submitted to ALS for copper and gold analyses which represent more than 87%
of all the analyses. Since 2003, silver has been analyzed for by multi-element
Inductively Coupled Plasma (ICP) package provided by ALS. There are 16,016
silver assays in the Kemess Underground database.

The remaining 12% of the assay work was carried out by various
labs. Historical records of the sampling, analysis, and security of this earlier
work are not available. Most of this work is for shallow drilling and is not
particularly relevant to the Kemess Underground project.

ALS laboratories are accredited ISO 9001-2008 by QMI and the
North Vancouver Laboratory is accredited ISO 17025-2005 by the Standards Council
of Canada for a number of specific test procedures, including the method used to assay samples submitted by AuRico.
ALS also participates in a number of international proficiency tests, such as
those managed by CANMET and Geostats.

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The portion of sample retained at the mine site was kept in a
plastic bag with a sample tag and stored in a plastic pail. The portion of the
sample sent to the laboratory was placed in a plastic bag with a sample tag,
shipped in a plastic pail with two security tags and the pail top was sealed and
taped. A submission sheet was sent along with each pail of samples that included
the name of the sample preparation person, the date, the sample numbers, the
number of samples, and the numbers of the security tags.

There is a core storage site near Kemess Lake that serves to
archive all the drilling on the project. The remaining half cores are still in
core boxes and are available for geology reviews as well as check assays. In
addition all coarse rejects are stored at the same site in plastic pails while
pulps are stored in sea containers near the exploration office above camp.

Work completed by Kemess employees included core logging,
sample layout, sample splitting, and preliminary sample preparation. A
professional geologist oversaw all of the work from core logging to sample
splitting, while the Chief Assayer at the mine oversaw the preliminary sample
preparation and shipping.

Quality Control and Quality Assurance

Blank samples, material with very low concentrations of copper
and gold, were used to test for contamination of samples. Rocklabs Certified
Reference Material was used as quality control standard samples to monitor
accuracy. Duplicate samples were used to monitor and measure preparation and
analytical precision. In total, 1,536 samples were submitted for quality control
purposes as blind blanks, standards, or duplicates. This represents
approximately one in every 26 samples, or 3.9% of the samples collected 2002
through 2011 from all areas of exploration drilling on the Kemess property.
Quality control information was recorded by geologists, core samplers, and
sample preparation staff. This triple-redundancy data capture was used to
identify and eliminate data entry errors.

Evaluation of gold and copper analyses of quality control
blanks of barren looking Hazelton rocks indicates that no significant or
systematic contamination or laboratory error occurred during the course of the
20022011 programs.

Evaluation of 2002-2011 quality control samples indicates that
the gold and copper assay results for the Kemess Underground drilling programs
are sound and accurate and in the Companys opinion are therefore suitable for
use in resource and reserve estimations.

Data Verification

In late June 2011, the Company completed a 5% audit of the
Kemess Underground resource database to verify that analytical results have been
entered correctly into the drill hole database used to prepare the February 2011
mineral resource estimate. The audit process and results identified no material
issues.

The 5% audit showed no significant errors from the resource
area regarding the recording of tabulated analytical data. The analytical
database for the 2011 resource has been verified and can be relied upon for
resource estimation

Mine Development and Mine Plan

There is currently no mine development on site. The 2013
feasibility study undertaken by SRK Consulting (Canada) Inc., determined
positive economics for a 9.0 million tonne per annum block cave underground
mine. A technical report in compliance with NI 43-101 dated April 1, 2013 has
been filed on SEDAR.

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Highlights of the feasibility study, which employs base case
commodity price assumptions of $1,300 per ounce for gold, $3.00 per pound for
copper and $23 per ounce for silver and a USD/CAD exchange rate of 1:1 are as
follows:

- Average annual production of 105,000 ounces of gold and 44 million pounds
  of copper at a net cash cost of $213 per ounce of gold, net of by-product
  credits.
- A total of 1.3 million ounces of gold and 563 million pounds of copper
  production over an approximate 12-year mine-life.
- Pre-commercial production capital cost of $452 million, and an approximate
  five year construction and ramp-up period.
- Sustaining capital costs of $181 million during the life of the mine,
  including $35 million in closure costs.
- Pre-tax operating cash flow of $1.1 billion.
- After-tax net present value of $134 million based on a 5% discount rate.
- After-tax internal rate of return of approximately 10% with a 3.5-year
  payback on the initial capital cost from the start of commercial production.
- The envisaged Kemess Underground block cave operation would leverage the
  existing infrastructure and mill facilities at the Kemess South mine,
  including a permitted area for tailings storage in the Kemess South open pit.

The Company intends to pursue strategies at Kemess that enhance
intrinsic value, such as permitting and additional exploration outside existing
reserves, to further develop the optionality of this asset.

Mining Operations

There are currently no mining operations at site and on site
activities are restricted to care and maintenance until a time at which a
decision is made to proceed with the development and production of the Kemess
Underground mine.

Other Mineral Properties

Orion Project

The Orion project is a joint venture between AuRico and Minera
Frisco S.A. de C.V. (Minera Frisco) that was formed in 2012 when AuRico sold
the Ocampo mine to Minera Frisco. Prior to this transaction, the property was
held on a 100% basis by AuRico, subsequent to the acquisition of Capital Gold.

The project is located in the Motaje mining district in the
Municipality of Acaponeta, Nayarit, Mexico at 22°25 north latitude; 105°16
west longitude. Geologically, it lies in the prolific Sierra Madre Occidental,
which hosts numerous multi-million ounce gold-silver deposits. With a total area
in excess of 110,000 hectares the Project is one of the larger contiguous
concessions in the Sierra Madre.

Orion is well situated having excellent infrastructure
including a railroad, major power transmission line and the Pan American Highway
crossing through the property. The topography is characterized by moderate
relief with a series of northwest trending ridges the elevation of which vary
between 100 metres above sea level and 300 metres above sea level. The general
climate in the region is warm and sub-humid with a distinct rainy season between
June and September, which commonly extends through October. Exploration work can
be carried out year round.

The area has a documented history of exploration and small
scale mining that can be traced back to the early 1800s. Recent work on the
property defined a gold and silver mineral resource estimate that is documented
in a NI 43-101 Preliminary Economic Assessment dated February 1, 2010 and
available on SEDAR. Resources estimated from that report are included in
AuRicos Mineral Reserve and Mineral Resource table under the Mineral Properties
section of this AIF.

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The mineralized system is a low sulfidation epithermal vein
system that is partially exposed along east-west fracture systems. Mineralized
veins form two discrete mineralized corridors separated by about two km. The
southern mineralized corridor includes the Animas/Del Norte veins and the
Pantaleona, San Francisco and La Estrella veins, which generally dip to the
north. The La Estrella structure is a northwest striking splay off the Del Norte
vein. The northern corridor includes the El Rey, La Escondida, El Carmen,
Bonanza 1 veins, which generally dip to the south and includes the previously
producing Bonanza mine, which is in a mining concession internal to the
Companys land package.

Grassroots Exploration and Corporate Development

In addition to its operating mines and advanced exploration
projects described above, grassroots exploration is an important part of the
Companys growth strategy. As part of its development strategy, the Company will
consider staking or acquiring additional mining claims and properties, where
such transactions are economically and strategically justified. From time to
time, the Company also enters into confidentiality agreements with mining
companies or individual prospectors to assess potential business relationships.

DIVIDENDS

On January 4, 2014, the Company announced the declaration of a
dividend of $0.04 per share, which was paid on January 29, 2014 to shareholders
of record at the close of business on January 14, 2014.

On September 17, 2013, the Company announced the declaration of
a dividend of $0.04 per share, which was paid on October 29, 2013 to
shareholders of record at the close of business on October 11, 2013.

On July 3, 2013, the Company announced the declaration of a
dividend of $0.04 per share, which was paid on July 29, 2013 to shareholders of
record at the close of business on July 15, 2013.

On March 25, 2013, the Company announced the declaration of a
dividend of $0.04 per share, which was paid on April 18, 2013 to shareholders of
record at the close of business on April 4, 2013.

On June 11, 2013, the Company announced a dividend reinvestment
plan, which commenced with the July 2013 dividend. Common shares issued under
this plan will be issued at a 5% discount from the average market price of the
common shares over the five day period preceding the relevant dividend payment
date. The discount may be adjusted at a future date, but cannot exceed 5%.

Commencing in 2014, the Companys dividend will be linked to
operating cash flow, whereby the Company intends to pay out 20% of the operating
cash flow generated in the preceding quarter. The payment of any dividends will
be reviewed periodically by the Companys directors and will depend upon, among
other things, conditions then existing, including earnings, financial condition
and capital requirements, restrictions in financing agreements, business
opportunities and conditions and other factors.

DESCRIPTION OF CAPITAL STRUCTURE

Set forth below is a description of the Companys share
capital. The following statements are brief summaries of, and are subject to the
provisions of, the articles of amalgamation and by-laws of the Company and the
relevant provisions of the OBCA.

The Companys authorized capital consists of an unlimited
number of common shares without nominal or par value. A total of 247,983,891
common shares are issued and outstanding (260,085,774 common shares on a fully
diluted basis) as at the date of this AIF.

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Each common share ranks equally with all other common shares
with respect to dissolution, liquidation or winding-up of the Company and
payment of dividends. The holders of common shares are entitled to one vote for
each share of record on all matters to be voted on by such holders and are
entitled to receive pro-rata, such dividends as may be declared by the directors
of the Company out of funds legally available therefore and to receive,
pro-rata, the remaining property of the Company on dissolution. Common shares do
not provide holders pre-emptive or conversion rights. The rights attaching to
the common shares can only be modified by the affirmative vote of at least
two-thirds of the votes cast at a meeting of shareholders called for that
purpose.

The Company also has stock options, restricted share units,
deferred share units, performance share units and convertible senior notes
outstanding. See the notes to the Companys audited consolidated financial
statements for the year ended December 31, 2013 for additional information
regarding these securities.

On August 19, 2010, the Company implemented a shareholder
rights plan to provide the Board of Directors with more time to consider
alternatives in the event of a takeover bid for the common shares of AuRico.
Once put in place, Canadian securities law requires that the rights plan be
reconfirmed by shareholders every 3 years. On May 13, 2013, shareholders
extended this shareholder rights plan for another 3 year term. A copy of the
rights plan is available under the Companys profile on SEDAR at www.sedar.com.

MARKET FOR SECURITIES

The common shares of the Company have been listed and posted
for trading on the Toronto Stock Exchange (the TSX) since February 18, 2000.
The common shares trade under the trading symbol AUQ. The common shares of the
Company have been listed and posted for trading on the New York Stock Exchange
(the NYSE) since October 13, 2008. The common shares trade under the trading
symbol AUQ. The following table sets forth the high and low trading prices and
trading volume of the common shares as reported by the TSX and NYSE for the
periods indicated:

Trading Price and Volume

TSX
    NYSEHigh
    Low
    Volume
    High
    Low
    VolumePrice
    Price
    
    Price
    Price(C$)
    (C$)
    
    (US$)
    (US$)February, 2014
    5.79
    4.97
    12,444,420
    5.22
    4.48
    47,237,046January, 2014
    5.40
    3.90
    20,021,479
    4.83
    3.66
    64,413,349December, 2013
    4.18
    3.64
    10,027,185
    3.94
    3.41
    45,877,937November, 2013
    4.55
    3.79
    8,448,724
    4.34
    3.63
    36,458,975October, 2013
    4.63
    3.62
    11,231,154
    4.40
    3.49
    64,260,394September, 2013
    4.57
    3.86
    12,108,528
    4.44
    3.74
    80,436,005August, 2013
    5.39
    4.23
    18,850,196
    5.24
    4.09
    65,726,688July, 2013
    5.38
    4.55
    11,613,672
    5.22
    4.33
    60,526,400June, 2013
    5.63
    4.30
    10,642,088
    5.50
    4.11
    52,783,576May, 2013
    5.35
    4.40
    16,010,538
    5.21
    4.28
    52,419,738April, 2013
    6.27
    4.74
    19,700,002
    6.17
    4.60
    78,283,461March, 2013
    7.03
    6.17
    18,505,374
    6.86
    6.02
    62,902,988February, 2013
    7.28
    6.32
    15,457,429
    7.27
    6.21
    61,456,693January, 2013
    8.27
    6.96
    41,826,700
    8.35
    6.92
    83,202,682


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Unlisted securities of the Company that were issued in 2013
were options to purchase common shares in the Company, Deferred Share Units
(DSUs), Performance Share Units (PSUs), and Restricted Share Units (RSUs).
Each vested unit entitles the holder to one common share of the Company.

The number of options, issue dates, and exercise prices were as
follows:

|                  | Exercise  |          
|----------------- | --------- | ---------
|                  | Price per | Number of
|Date of Grant     | Security  | Options  
|                  | (CAD$)    |          
|January 17, 2013  | $8.05     | 30,000   
|January 21, 2013  | $7.92     | 200,000  
|February 7, 2013  | $7.08     | 633,476  
|May 6, 2013       | $5.06     | 15,000   
|November 26, 2013 | $3.99     | 30,000   
|December 13, 2013 | $4.02     | 2,342,703

|                  |                         | M arket Price at |          
|----------------- | ----------------------- | ---------------- | ---------
|Date of Grant     | Award Type              | Grant Date       | Number of
|                  |                         | (CAD$)           | Units    
|January 17, 2013  | Deferred Share Units    | $7.83            | 1,703    
|April 16, 2013    | Deferred Share Units    | $6.21            | 40,226   
|May 13, 2013      | Deferred Share Units    | $6.30            | 1,427    
|July 1, 2013      | Deferred Share Units    | $4.42            | 21,454   
|July 29, 2013     | Deferred Share Units    | $4.88            | 2,088    
|October 29, 2013  | Deferred Share Units    | $4.18            | 2,597    
|April 12, 2013    | Restricted Share Units  | $6.21            | 86,894   
|April 18, 2013    | Restricted Share Units  | $6.21            | 559      
|July 1, 2013      | Restricted Share Units  | $4.42            | 18,061   
|July 29, 2013     | Restricted Share Units  | $4.42            | 948      
|October 29, 2013  | Restricted Share Units  | $4.42            | 1,059    
|December 13, 2013 | Restricted Share Units  | $4.02            | 248,625  
|February 7, 2013  | Performance Share Units | $7.08            | 115,114  
|April 18, 2013    | Performance Share Units | $7.08            | 741      
|July 29, 2013     | Performance Share Units | $7.08            | 1,041    
|October 29, 2013  | Performance Share Units | $7.08            | 1,163    
|December 13, 2013 | Performance Share Units | $4.02            | 229,975  

RISK FACTORS

You should carefully consider the risks and uncertainties
described below as well as the other information contained and incorporated by
reference in this AIF. These risks and uncertainties are not the only ones faced
by the Company. Additional risks and uncertainties not presently known to us or
that we currently consider immaterial may also impair our business operations.
If any of these events actually occur, our business, prospects, financial
condition, cash flows and operating results could be materially harmed. Before
deciding to invest in securities of the Company, investors should consider
carefully such risks and uncertainties.

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Forecasts of future production are estimates based on
interpretation and assumptions and actual production may be less than estimated.

The Company prepares estimates of future production for its
operating mines. The Company cannot give any assurance that it will achieve its
production estimates. The failure of the Company to achieve its production
estimates could have a material and adverse effect on future cash flows,
profitability, results of operations and financial condition. These production
estimates are dependent on, among other things, the accuracy of mineral reserve
estimates, the accuracy of assumptions regarding ore grades and recovery rates,
ground conditions, physical characteristics, of ores, such as hardness and the
presence or absence of particular metallurgical characteristics and the accuracy
of estimated rates and costs of mining and processing.

The Companys actual production may vary from its estimates for
a variety of reasons, including: actual ore mined varying from estimates of
grade, tonnage, dilution and metallurgical and other characteristics; short-term
operating factors such as the need for sequential development of orebodies and
the processing of new or different ore grades from those planned; mine failures,
slope failures or equipment failures; industrial accidents; natural phenomena
such as inclement weather conditions, floods, droughts, rock slides and
earthquakes; encountering unusual or unexpected geological conditions; changes
in power costs and potential power shortages; shortages of principal supplies
needed for operation, including explosives, fuels, chemical reagents, water,
equipment parts and lubricants; labour shortages or strikes; civil disobedience
and protests; and restrictions or regulations imposed by government agencies or
other changes in the regulatory environments. Such occurrences could result in
damage to mineral properties, interruptions in production, injury or death to
persons, damage to property of the Company or others, monetary losses and legal
liabilities. These factors may cause a mineral deposit that has been mined
profitably in the past to become unprofitable, forcing the Company to cease
production. It is not unusual in new mining operations to experience unexpected
problems during the start-up phase. Depending on the price of gold or other
minerals, the Company may determine that it is impractical to commence or, if
commenced, to continue commercial production at a particular site.

The Company prepares estimates of operating and capital
costs for each operation and project and no assurance can be given that such
estimates will be achieved.

The Company prepares estimates of operating costs and/or
capital costs for each operation and project. No assurance can be given that
such estimates will be achieved. Failure to achieve cost estimates or material
increases in costs could have an adverse impact on future cash flows,
profitability, results of operations and financial condition.

AuRicos actual costs may vary from estimates for a variety of
reasons, including: actual ore mined varying from estimates of grade, tonnage,
dilution and metallurgical and other characteristics; short-term operating
factors relating to the ore reserves, such as the need for sequential
development of orebodies and the processing of new or different ore grades;
revisions to mine plans; risks and hazards associated with mining; natural
phenomena, such as inclement weather conditions, water availability, floods, and
earthquakes; and unexpected labor shortages or strikes. Costs of production may
also be affected by a variety of factors, including: changing waste-to-ore
ratios, ore grade metallurgy, labor costs, cost of commodities, general
inflationary pressures and currency exchange rates.

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Changes in the market price of gold and, to a lesser
extent, silver and copper, which in the past have fluctuated widely, may affect
the profitability of the Companys operations and financial condition.

The Companys profitability and long-term viability depend, in
large part, upon the market price of gold and other metals that may be produced
from its properties. The market price of gold and other metals is volatile and
is impacted by numerous factors beyond the Companys control, including:

- expectations with respect to the rate of inflation;
- the relative strength of the U.S. dollar and certain other currencies;
- interest rates;
- global or regional political or economic conditions;
- supply and demand for jewellery and industrial products containing metals;
- costs of substitutes;
- changes in global or regional investment or consumption patterns;
- inventory carrying costs;
- increased production due to new mine developments and improved mining and
  production methods;
- metal stock levels maintained by producers and others; and
- sales by central banks and other holders, speculators and producers of
  gold and silver and other metals in response to any of the above factors.

There can be no assurance that the market price of gold and
other metals will remain at current levels or that such prices will improve. A
decrease in the market prices could adversely affect the profitability of the
Companys existing mines and projects as well as its ability to finance the
exploration and development of additional properties, which would have a
material adverse effect on the financial condition and results of operations. A
decline in the market prices of gold, silver or copper may require the Company
to write-down mineral reserve and resource estimates and revise life-of-mine
plans, which could result in material write-downs of investments in mining
properties. Any of these factors could result in a material adverse effect on
the results of operations and financial condition. Further, if revenue from gold
bullion sales declines, the Company may experience liquidity difficulties. The
cash flow generated from mining operations may be insufficient to meet the
Companys operating needs, and as a result it could be forced to discontinue
production and could lose its interest in, or be forced to sell, some or all of
its properties.

In addition to adversely affecting the Companys reserve and
resource estimates and financial condition, declining metal prices can impact
operations by requiring a reassessment of the feasibility of a particular
project. Even if a project is ultimately determined to be economically viable,
the need to conduct such a reassessment may cause substantial delays and/or may
interrupt operations until the reassessment can be completed, which may have a
material adverse effect on the results of operations and financial condition.

From time to time the Company may engage in commodity hedging
transactions intended to reduce the risk associated with fluctuations in
commodity prices, but there is no assurance that any such commodity-hedging
transactions designed to reduce the risk associated with fluctuations in metal
prices will be successful. Hedging may not protect adequately against declines
in the price of the hedged metal. Furthermore, although hedging may protect the
Company from a decline in the price of the metal being hedged, it may also
prevent it from benefiting from price increases.

Fluctuations in foreign currency exchange rates could
significantly affect the Companys business, financial condition, results of
operations and liquidity.

The Companys operating results and cash flow are significantly
affected by changes in the US/Canadian dollar and US/Mexican peso exchange
rates. Revenues are denominated in U.S. dollars while most expenses are
currently denominated in Canadian dollars and Mexican pesos. Exchange rate
movements can therefore have a significant impact on most of the Companys
costs. The appreciation of non-U.S. dollar currencies against the U.S. dollar can increase the
costs of production at AuRicos mines, making these mines less profitable.

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Gold and other metals are sold throughout the world principally
in U.S. dollars. Any significant and sustained appreciation of the Mexican peso
and/or Canadian dollar against the U.S. dollar may materially increase the
Companys costs and reduce the profitability of operations.

The Company must continually replace and expand mineral
reserves and mineral resources.

The Company must continually replace reserves depleted by
production to maintain production levels over the long term. Reserves can be
replaced by expanding known orebodies, locating new deposits or making
acquisitions. Exploration is highly speculative in nature. AuRicos exploration
projects involve many risks and are frequently unsuccessful. Once a site with
mineralization is discovered, it may take several years from the initial phases
of drilling until production is possible, during which time the economic
feasibility of production may change. Substantial expenditures are required to
establish proven and probable reserves and to construct mining and processing
facilities. As a result, there is no assurance that current or future
exploration programs will be successful. There is a risk that depletion of
reserves will not be offset by discoveries or acquisitions. The mineral base of
AuRico may decline if reserves are mined without adequate replacement and the
Company may not be able to sustain production beyond the current mine lives,
based on current production rates.

Changes in the cost of energy and in the prices of
commodities used in operations may adversely affect the profitability of the
Companys operations and financial condition.

Mining operations and facilities are intensive users of
electricity and carbon-based fuels. Energy prices can be affected by numerous
factors beyond the Companys control, including global and regional supply and
demand, political and economic conditions, and applicable regulatory regimes.
The prices of various sources of energy may increase significantly from current
levels. An increase in energy prices for which the Company is not hedged could
materially adversely affect the results of operations and financial condition.

The Companys production costs are also affected by the prices
of commodities consumed or used in operations, such as lime, cyanide and
explosives. The prices of such commodities are influenced by supply and demand
trends affecting the mining industry in general and other factors outside the
Companys control. Increases in the price for materials consumed in mining and
production activities could materially adversely affect the Companys results of
operations and financial condition.

The figures for the Companys reserves and resources are
estimates based on interpretation and assumptions and may yield less mineral
production under actual conditions than is currently estimated.

The Companys mineral reserve and mineral resource estimates
are estimates only and no assurance can be given that any particular level of
recovery of gold or other minerals from mineral resources or mineral reserves
will in fact be realized. There can also be no assurance that an identified
mineral deposit will ever qualify as a commercially mineable (or viable) ore
body which can be economically exploited. Additionally, no assurance can be
given that the anticipated tonnages and grades will be achieved or that the
indicated level of recovery will be realized. These estimates may require
adjustments or downward revisions based upon further exploration or development
work or actual production experience.

Estimates of mineral resources and mineral reserves can also be
affected by such factors as environmental permitting regulations and
requirements, weather, environmental factors, unforeseen technical difficulties,
unusual or unexpected geological formations and work interruptions. In addition,
the grade of ore ultimately mined may differ dramatically from that indicated by
results of drilling, sampling and other similar examinations. Short term factors
relating to mineral resources and mineral reserves, such as the need for orderly
development of ore bodies or the processing of new or different grades, may also
have an adverse effect on mining operations and on the results of operations.
Material changes in mineral resources and mineral reserves, grades, stripping
ratios or recovery rates may affect the economic viability of projects. Mineral resources and mineral
reserves are reported as general indicators of mine life. Mineral resources and
mineral reserves should not be interpreted as assurances of mine life or of the
profitability of current or future operations. There is a degree of uncertainty
attributable to the calculation and estimation of mineral resources and mineral
reserves and corresponding grades being mined or dedicated to future production.
Until ore is actually mined and processed, mineral reserves and grades must be
considered as estimates only.

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In addition, the quantity of mineral resources and mineral
reserves may vary depending on mineral prices. Extended declines in market
prices for gold, silver and copper may render portions of the Companys
mineralization uneconomic and result in reduced reported mineralization. Any
material change in mineral resources and mineral reserves, grades or stripping
ratios may affect the economic viability of the Companys projects.

Mineral resources that are not mineral reserves do not have
demonstrated economic viability. The SEC does not permit mining companies in
their filings with the SEC to disclose estimates other than mineral reserves.
However, because the Company prepares its reserve and resource estimates in
accordance with Canadian disclosure requirements, it contains resource
estimates, which are required by NI 43-101. Mineral resource estimates for
properties that have not commenced production are based, in many instances, on
limited and widely spaced drill hole information, which is not necessarily
indicative of the conditions between and around drill holes. Accordingly, such
mineral resource estimates may require revision as more drilling information
becomes available or as actual production experience is gained. No assurance can
be given that any part or all of mineral resources constitute or will be
converted into reserves.

The Companys operations across different countries
subject it to various political, economic and other risks that could negatively
impact AuRicos operations and financial condition.

The Companys mining operations are currently conducted in
Canada and Mexico. As a result of activities in multiple jurisdictions, the
Company is exposed to various levels of political, economic and other risks and
uncertainties.

Some of the Companys property interests are located in Mexico
and are subject to Mexican federal and state laws and regulations. As a result,
the Companys mining investments are subject to the risks normally associated
with the conduct of business in foreign countries. The Company believes the
current governments of Mexico and of the State of Sonora (where El Chanate is
located) are favorably inclined towards foreign investment and mining generally,
however, investors should assess the political risks of investing in a foreign
country. Any significant changes to the current regulatory, economic and
political climate could adversely impact the affairs of the Company.

The risks of conducting business in a foreign country may
include, among others, labor disputes, invalidation of governmental orders and
permits, uncertain political and economic environments, sovereign risk, civil
disturbances, terrorist actions, war, arbitrary changes in laws or policies, the
failure of foreign parties to honor contractual relations, corruption, delays in
obtaining or the inability to obtain necessary governmental permits, opposition
to mining from environmental or other non-governmental organizations,
limitations on foreign ownership, limitations on the repatriation of earnings,
limitations on gold exports, instability due to economic uncertainty or
inadequate infrastructure, difficulties enforcing judgments obtained in Canadian
or United States courts against assets located outside of those jurisdictions,
changes to royalty and tax regimes, difficulty complying with the regulatory and
legal framework respecting the ownership and maintenance of mineral properties,
mines and mining operations, difficulty obtaining key equipment and components
for equipment and increased financing costs. In addition, the enforcement of the
Companys legal rights to exploit its properties may not be recognized by a
foreign court system. These risks may limit or disrupt the Companys operations,
restrict the movement of funds or result in the deprivation of contractual or
property rights. Any variation from the current regulatory, economic and
political climate could have an adverse effect on the affairs of the Company.

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The Company is, and expect to continue to be, dependent
on two mines for all of its commercial production.

The Young-Davidson and the El Chanate mines accounted for all
of the Companys commercial production in 2013 and are expected to continue to
account for all of its commercial production for the foreseeable future. Any
adverse condition affecting mining or processing conditions at Young-Davidson or
El Chanate could have a material adverse effect on the Companys financial
performance and results of operations.

The Company requires licenses, permits and approvals from
various governmental authorities to conduct its operations, any loss of which
could have a material adverse effect on its business.

The Companys business activities, including mining operations,
exploration, development and expansions, require numerous permits and licenses
from various levels of governmental authorities. The Company may also be
required to obtain certain property rights to access or use certain of its
properties. There can be no assurance that all required licenses, permits or
property rights which the Company requires for its business activities and
mining operations will be obtainable on reasonable terms or in a timely manner,
or at all, that such terms may not be adversely changed, that required extension
will be granted, or that the issuance of such licenses, permits or property
rights will not be challenged by third parties. Delays in obtaining or a failure
to obtain such licenses, permits, property rights or extensions thereto,
challenges to the issuance of such licenses, permits or property rights, whether
successful or unsuccessful, changes to the terms of such licenses, permits or
property rights, or a failure to comply with the terms of any such licenses,
permits or property rights that the Company has obtained, could have a material
adverse impact on the Company.

In order for the Company to carry out its mining activities,
the Company's exploitation licences must be kept current. There is no guarantee
that the Company's exploitation licences will be extended or that new
exploitation licences will be granted. In addition, such exploitation licences
could be changed and there can be no assurances that any application to renew
any existing licences will be approved. The Company will also have to obtain and
comply with permits and licences which may contain specific conditions
concerning operating procedures, water use, waste disposal, spills,
environmental studies, abandonment and restoration plans and financial
assurances. There can be no assurance that the Company will be able to comply
with any such conditions.

The Company cannot guarantee that title to its properties
will not be challenged.

Title insurance is generally not available for mineral
properties and the Companys ability to ensure that it has obtained secure claim
to individual mineral properties or mining concessions may be severely
constrained. The Companys mineral properties may be subject to prior
unregistered agreements, transfers or claims, and title may be affected by,
among other things, undetected defects. A successful challenge to the precise
area and location of these claims could result in the Company being unable to
operate on its properties as permitted or being unable to enforce its rights
with respect to its properties.

Exploration and development projects are uncertain and
consequently capital cost estimates as well as projected operating costs and
economic returns may differ significantly from those estimated for a
project.

Few properties which are explored are ultimately developed into
producing mines. Major expenses may be required to establish mineral reserves by
drilling and to construct mining and processing facilities at a particular site.
It is impossible to ensure that the current exploration and development programs
of the Company will result in profitable commercial mining operations. The
profitability of the Companys operations will be, in part, directly related to
the cost and success of its exploration and development programs which may be
affected by a number of factors.

Mineral resource exploration and development is a highly
speculative business, characterized by a number of significant risks including,
among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding
mineral deposits that, though present, are insufficient in tonnage, grade or
continuity to return a profit from production.

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Development projects are subject to, among other things, the
completion of positive economic analyses and environmental assessments, issuance
of necessary governmental permits and availability of adequate financing.
Development projects typically require several years and significant
expenditures during the development phase before production is possible. The
economic feasibility of development projects is based on many factors such as:

- Estimation of mineral reserves;
- Anticipated metallurgical recoveries;
- Environmental considerations and permitting;
- Future commodity prices; and
- Anticipated capital and operating costs.

Capital and operating cost estimates are, to a large extent,
based upon feasibility studies, which derive estimates from anticipated tonnage
and grades of ore to be mined and processed, the configuration of the orebody,
expected recovery rates of metals from the ore, estimated operating costs and
other factors. As a result, it is possible that actual costs and returns will
differ significantly from those initially estimated for a project prior to
production.

Any of the following events, among others, could affect the
profitability or economic feasibility of a project:

- Unanticipated changes in grade and tonnage of ore to be mined and
  processed;
- Unanticipated adverse geotechnical conditions;
- Incorrect data on which engineering assumptions are made;
- Costs of constructing and operating a mine;
- Availability and costs of processing facilities;
- Availability of economic sources of power;
- Adequacy of water supply;
- Adequate infrastructure;
- Government actions and regulations;
- Title claims, including aboriginal or ejido land claims;
- Fluctuations in prices of precious metals; and
- Accidents, labor actions and force majeure events.

Anticipated capital and operating costs, production and
economic returns, and other estimates contained in technical and economic
analyses may differ significantly from the Companys actual capital and
operating costs, production and economic returns and such other estimates.
Delays to construction schedules may negatively impact the net present value and
internal rates of return of the Companys mineral properties as set forth in the
applicable feasibility studies.

The costs, timing and complexities of mine construction,
development and expansion are magnified by the remote location of some
properties. It is not unusual in new mining operations to experience unexpected
problems and delays during the construction and development of a mine. In
addition, delays in the commencement or expansion of mineral production often
occur and once commenced or expanded, production may not meet expectations or
estimates set forth in feasibility or other studies. Accordingly, there are no
assurances that the Company will successfully develop and expand mining
operations or profitably produce precious metals at its properties.

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Aboriginal title claims and rights to consultation and
accommodation may affect the Companys existing operations and development
projects.

Governments in many jurisdictions must consult with Aboriginal
peoples with respect to grants of mineral rights and the issuance or amendment
of project authorizations. Consultation and other rights of Aboriginal people
may require accommodations, including undertakings regarding employment, royalty
payments and other matters. This may affect the Companys ability to acquire,
within a reasonable time frame, effective mineral titles in these jurisdictions,
including in some parts of Canada, in which Aboriginal title is claimed, and may
affect the timetable and costs of development of mineral properties in these
jurisdictions. The risk of unforeseen Aboriginal title claims also could affect
existing operations as well as development projects. These legal requirements
may also affect the Companys ability to expand or transfer existing operations
or to develop new projects.

Regulatory requirements significantly affect the
Companys mining operations and may have a material adverse impact on its future
cash flow, results of operations and financial condition.

Mining operations, development and exploration activities are
subject to extensive laws and regulations governing prospecting, development,
production, exports, taxes, labor standards, occupational health and safety,
waste disposal, environmental protection and remediation, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Mining is subject to potential risks and liabilities associated with
pollution of the environment and the disposal of waste products occurring as a
result of mineral exploration, development and production. The costs of
discovering, evaluating, planning, designing, developing, constructing,
operating and closing mines and other facilities in compliance with such laws
and regulations are significant.

Failure to comply with applicable laws and regulations may
result in enforcement actions thereunder, and may include corrective measures
requiring capital expenditures, installation of additional equipment or remedial
actions. Parties engaged in mining operations may be required to compensate
those claiming loss or damage by reason of the mining activities and may have
civil or criminal fines or penalties imposed for alleged violations of
applicable laws or regulations.

New laws and regulations, amendments to existing laws and
regulations, administrative interpretation of existing laws and regulations, or
more stringent enforcement of existing laws and regulations, could have a
material adverse impact on the Companys future cash flow, results of operations
and financial condition. In addition, changes in accounting rules or the
interpretation of such rules may adversely impact on the presentation of
Companys financial performance.

The Companys activities are subject to environmental
laws and regulations that may increase its costs of doing business and restrict
its operations.

The Companys exploration and production activities in Canada
and Mexico are subject to regulation by governmental agencies under various
environmental laws. These laws address noise, emissions, water discharges, waste
management, management of hazardous substances, protection of natural resources,
antiquities and endangered species and reclamation of lands disturbed by mining
operations. Environmental legislation in many countries is evolving and the
trend has been towards stricter standards and enforcement, increased fines,
penalties and potential for facilities to be shut-down for non-compliance, more
stringent environmental assessments of proposed projects and increasing
responsibility for companies and their officers, directors and employees.
Compliance with environmental laws and regulations may require significant
capital outlays on behalf of the Company and may cause material changes or
delays in the Companys intended activities. There can be no assurance that
future changes in environmental regulations will not adversely affect the
Companys business, and it is possible that future changes in these laws or
regulations could have a significant adverse impact on some portion of the
Companys business, causing the Company to re-evaluate those activities at that
time.

The Company cannot give any assurance that, notwithstanding its
precautions, breaches of environmental laws (whether inadvertent or not) or
environmental pollution will not materially and adversely affect its financial
condition and its results from operations. There is no assurance that future changes in environmental regulation, if any, will not adversely
affect the Companys operations. Environmental hazards may exist on the
properties on which the Company holds interests which are unknown to the Company
at present and which have been caused by previous or existing owners or
operators of the properties. The Company may also acquire properties with known
or undiscovered environmental risks. Any indemnification from the entity from
which the Company has acquired such properties may not be adequate to pay all
the fines, penalties and costs (such as clean-up and restoration costs) incurred
related to such properties. Some of the Companys properties also have been used
for mining and related operations for many years before acquisition and were
acquired as is or with assumed environmental liabilities from previous owners or
operators.

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The Companys failure to comply with applicable laws,
regulations and permitting requirements may result in enforcement actions,
including orders issued by regulatory or judicial authorities causing operations
to cease or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. The
Company may be required to compensate those suffering loss or damage by reason
of its operations and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations.

Production at certain of the Companys mines involves the use
of various chemicals, including cyanide, which is a toxic material. Should
cyanide leak or otherwise be discharged from the containment system, the Company
may become subject to liability for cleanup work that may not be insured. While
appropriate steps will be taken to prevent discharges of pollutants into the
ground water and the environment, the Company may become subject to liability
for hazards that it may not be insured against and such liability could be
material.

Actual costs of reclamation are uncertain, and higher
than expected costs could negatively impact the results of operations and
financial position.

Land reclamation requirements are generally imposed on mineral
exploration companies (as well as companies with mining operations) in order to
minimize long term effects of land disturbance, and the Company is subject to
such requirements at its mineral properties. Reclamation obligations include
requirements to:

- Control dispersion of potentially deleterious effluents; and
- Reasonably re-establish pre-disturbance land forms and vegetation.

In order to carry out reclamation obligations arising from
exploration and potential development activities, the Company must allocate
financial resources that might otherwise be spent on further exploration and
development programs. Reclamation costs are uncertain and planned expenditures
may differ from the actual expenditures required. If the Company is required to
carry out unanticipated reclamation work, its financial position could be
adversely affected.

The Company may not be able to obtain the external
financing necessary to continue its exploration and development activities on
its mineral properties.

The ability of the Company to continue the exploration and
development of its property interests will be dependent upon its ability to
increase revenues from its existing production and planned expansions, and
potentially raise significant additional financing thereafter. The sources of
external financing that the Company may use for these purposes may include
project debt, corporate debt or equity offerings. There is no assurance that the
financing alternative chosen by the Company will be available to the Company, on
favourable terms or at all. Depending on the alternative chosen, the Company may
have less control over the management of its projects. There is no assurance
that the Company will successfully increase revenues from existing and expanded
production. Should the Company not be able to obtain such financing and increase
its revenues, it may become unable to acquire and retain its mineral concessions
and carry out its development plan, and its property interests may be adversely
affected or lost entirely.

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In order to finance future operations, the Company may
raise funds through the issuance of shares or the issuance of debt instruments
or other securities convertible into shares.

The Company cannot predict the potential need or size of future
issuances of common shares or the issuance of debt instruments or other
securities convertible into shares or the effect, if any, that this would have
on the market price of the Companys common shares. Any transaction involving
the issuance of shares, or securities convertible into shares, could result in
dilution, possibly substantial, to present and prospective security holders.

The Company depends on key management and qualified
operating personnel and may not be able to attract and retain such persons in
the future.

The Companys success is heavily dependent on its key personnel
and on the ability to motivate, retain and attract highly skilled persons. The
competition for qualified personnel in the mining industry is currently
intense.

In addition, the Company anticipates that as it expands its
existing production and brings additional properties into production, and as the
Company acquires additional mineral rights, the Company may experience
significant growth in its operations. This growth may create new positions and
responsibilities for management personnel and increase demands on its operating
and financial systems, as well as require the hiring of a significant number of
additional operations personnel. There can be no assurance that the Company will
successfully meet these demands and effectively attract and retain any such
additional qualified personnel. The failure to attract and retain such qualified
personnel to manage growth effectively could have a material adverse effect on
the Companys business, financial condition or results of operations.

Exploration, development and production at the Companys
mining operations are dependent upon the efforts of its employees and its
relations with the employees and any labor unions that represent employees.

Relations between the Company and its employees may be affected
by changes in the scheme of labour relations that may be introduced by Mexican
or Canadian governmental authorities in whose jurisdictions the Company carries
on business. Changes in such legislation or in the relationship between the
Company and its employees may have a material adverse effect on the Companys
business, results of operations and financial condition.

The Company may be unable to compete successfully with
other mining companies.

Competition in the mining industry is intense and could
adversely affect the Companys ability to acquire suitable producing properties
or prospects for mineral exploration in the future. The international mining
industry is highly competitive. The Companys ability to acquire properties and
add mineral reserves in the future will depend not only on its ability to
develop its present properties, but also on its ability to select and acquire
suitable producing properties or prospects for mineral exploration. The Company
may be at a competitive disadvantage in acquiring additional mining properties
because it must compete with companies that have greater financial resources,
operational experience and technical capabilities. Increased competition could
also adversely affect the Companys ability to attract necessary capital funding
in the future.

Over the past several years there have been increases in mining
exploration, development and construction activities, which have resulted in
increased demand for, and cost of, exploration, development and construction
services and equipment. Increased demand for services and equipment could cause
project costs to increase materially, resulting in delays if services or
equipment cannot be obtained in a timely or cost-effective manner due to
inadequate availability or unreasonable costs. Potential scheduling difficulties
and additional costs may also arise due to the need to coordinate the
availability of services and/or equipment. If any of the foregoing were to
occur, it could materially increase project exploration, development or
construction costs, result in project delays or both.

| | 47
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The Companys directors and officers may have interests
that conflict with its interests.

Certain of the Companys directors and officers serve as
directors or officers of other public companies and as such it is possible that
a conflict may arise between their duties as the Companys directors or officers
and their duties as a directors or officers of these other companies.

The trading price of the Companys common shares may be
subject to large fluctuations and may increase or decrease in response to a
number of events and factors.

These factors may include:

- The price of gold and other metals;
- The Companys operating performance and the performance of competitors and
  other similar companies;
- The publics reaction to the Companys press releases, other public
  announcements and the Companys filings with the various securities regulatory
  authorities;
- Changes in earnings estimates or recommendations by research analysts who
  track the Companys common shares or the shares of other companies in the
  resource sector;
- Changes in general economic conditions;
- The number of the Companys common shares to be publicly traded after an
  offering;
- The arrival or departure of key personnel; and
- Acquisitions, strategic alliances or joint ventures involving the Company
  or its competitors.

In addition, the market price of the Companys shares are
affected by many variables not directly related to the Companys success and are
therefore not within the Companys control, including other developments that
affect the market for all resource sector shares, the breadth of the public
market for the Companys shares, and the attractiveness of alternative
investments. In addition, securities markets have recently experienced an
extreme level of price and volume volatility, and the market price of securities
of many companies has experienced wide fluctuations which have not necessarily
been related to the operating performance, underlying asset values or prospects
of such companies. The effect of these and other factors on the market price of
the common shares on the exchanges in which the Company trades has historically
made the Companys share price volatile and suggests that the Companys share
price will continue to be volatile in the future.

Mining is inherently dangerous and subject to conditions
or events beyond the Companys control, which could have a material adverse
effect on its business.

Mining involves various types of risks and hazards, including,
but not limited to:

- Environmental hazards;
- Industrial accidents;
- Metallurgical and other processing problems;
- Unusual or unexpected rock formations;
- Rock falls;
- Seismic activity;
- Flooding;
- Fires;
- Periodic interruptions due to inclement or hazardous weather conditions;
- Variations in grade, deposit size, continuity and other geological
  problems;
- Mechanical equipment performance problems;
- Unavailability of materials and equipment;
- Theft of equipment and supplies;
- Labour force disruptions; and
- Unanticipated or significant changes in the costs of supplies.

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These risks could result in damage to, or destruction of,
mineral properties, production facilities or other properties, personal injury
or death, loss of key employees, environmental damage, delays in mining,
increased production costs, monetary losses and possible legal liability.

Where considered practical to do so, the Company maintains
insurance against risks in the operation of its business in amounts which it
believes to be reasonable. Such insurance, however, contains exclusions and
limitations on coverage. There can be no assurance that such insurance will
continue to be available, will be available at economically acceptable premiums
or will be adequate to cover any resulting liability. Insurance against certain
environmental risks, including potential liability for pollution or other
hazards as a result of the disposal of waste products occurring from production,
is not generally available to the Company or to other companies within the
mining industry. The Company may suffer a material adverse effect on its
business if it incurs losses related to any significant events that are not
covered by its insurance policies. Payment of such liabilities would reduce
funds available for acquisition of mineral prospects or exploration and
development and would have a material adverse effect on the financial position
of the Company.

The resolution of legal proceedings or disputes may have
a material adverse effect on the Companys future cash flows, results of
operations or financial condition.

The Company could be subject to legal claims and complaints,
including unexpected environmental remediation costs, arising out of the normal
course of business. There is a risk that if such claims are determined adversely
to the Company, they could have a material adverse effect on the Companys
financial performance, cash flow and results of operations.

The Company may fail to maintain the adequacy of internal
control over financial reporting as per the requirements of the Sarbanes-Oxley
Act of 2002 (SOX).

The Company has documented and tested, during its most recent
fiscal year, its internal control procedures in order to satisfy the
requirements of Section 404 of SOX. Both SOX and Canadian legislation require an
annual assessment by management of the effectiveness of the Companys internal
control over financial reporting.

The Company may fail to maintain the adequacy of its internal
control over financial reporting as such standards are modified, supplemented,
or amended from time to time, and the Company may not be able to ensure that it
can conclude on an ongoing basis that it has effective internal controls over
financial reporting. The Companys failure to satisfy the requirements of
Section 404 of SOX and equivalent Canadian legislation on an ongoing, timely
basis could result in the loss of investor confidence in the reliability of its
financial statements, which in turn could harm the Companys business and
negatively impact the trading price of the Companys common shares or market
value of its other securities. In addition, any failure to implement required
new or improved controls, or difficulties encountered in their implementation,
could harm the Companys operating results or cause it to fail to meet its
reporting obligations.

The Company is subject to taxation in multiple
jurisdictions and adverse changes to the taxation laws of such jurisdictions
could have a material adverse effect on its profitability.

The Company has operations and conducts business in multiple
jurisdictions and it is subject to the taxation laws of each such jurisdiction.
These taxation laws are complicated and subject to change, as well the Company
may be subject to review and assessment in the ordinary course. Any such changes
in taxation law or reviews and assessments could result in higher taxes being
payable, which could adversely affect the Companys profitability. Taxes may
also adversely affect the Companys ability to repatriate earnings and otherwise
deploy its assets.

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The Company may be unable to identify opportunities to
grow its business or replace depleted reserves, and it may be unsuccessful in
integrating new businesses and assets that it may acquire in the future.

As part of the Companys business strategy, it has sought and
will continue to seek new operating, development and exploration opportunities
in the mining industry. In pursuit of such opportunities, the Company may fail
to select appropriate acquisition candidates or negotiate acceptable
arrangements, including arrangements to finance acquisitions or integrate the
acquired businesses into its business. The Company cannot provide assurance that
it can complete any acquisition or business arrangement that it pursues, or are
pursuing, on favorable terms, if at all, or that any acquisitions or business
arrangements completed will ultimately benefit its business. Further, any
acquisition the Company makes will require a significant amount of time and
attention of its management, as well as resources that otherwise could be spent
on the operation and development of its existing business.

Any future acquisitions would be accompanied by risks, such as
a significant decline in the relevant metal price after the Company commits to
complete an acquisition on certain terms; the quality of the mineral deposit
acquired proving to be lower than expected; the difficulty of assimilating the
operations and personnel of any acquired companies; the potential disruption of
its ongoing business; the inability of management to realize anticipated
synergies and maximize its financial and strategic position; the failure to
maintain uniform standards, controls, procedures and policies; and the potential
for unknown or unanticipated liabilities associated with acquired assets and
businesses, including tax, environmental or other liabilities. There can be no
assurance that any business or assets acquired in the future will prove to be
profitable, that the Company will be able to integrate the acquired businesses
or assets successfully or that the Company will identify all potential
liabilities during the course of due diligence. Any of these factors could have
a material adverse effect on its business, expansion, results of operations and
financial condition.

CORPORATE GOVERNANCE

Directors

Each of the Companys directors holds office until the next
annual meeting of shareholders or until a successor is appointed. The following
are the directors of the Company as at March 3, 2014:

---

LUISM.CHAVEZSan Luis Potosi, Mexico Director since 2007

Dr. Luis Chavez is the Senior Vice President, Mexico and a
Director of AuRico. Prior to this, he served as the Companys Director, Mexican
Operations for over five years. Dr. Chavez has considerable experience in all
mining related areas. He served as General Director of the Mexican Geological
Survey (1994-2000), authored the National Mapping Program, and created the
largest geology and mining databank currently in use by mining companies doing
business in Mexico. In 2001, he was invited by the Governor of Coahuila State to
become Energy and Mines Director to design sustainable development policies and
strategies to maximize energy and mineral resources value. From 2002 to 2006,
Dr. Chavez was Secretary General for the Mexican Mining Directors and was also
President of the Mexican Institute for Environmental Management. He holds a
Master of Science degree in Mineral Economics (1978) from Penn State University,
a PhD degree in Energy and Mineral Economics (1982) from the University of
Arizona, and a Business Administration degree (1989) from the Pan-American
Business Institute in Monterrey, Mexico.

---

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|                                 
|---------------------------------
|RICHARDM. COLTERJOHN             
|Ontario, Canada                  
|Director (Independent) since 2010
|                                 
|Member of:                       
|                                
|                                

Mr. Richard Colterjohn is an independent director with more
than 20 years of experience in the mining sector, as an investment banker,
director, and operator. Mr. Colterjohn is currently a Managing Partner of
Glencoban Capital Management Inc. He was founder and CEO of Centenario Copper
Corporation and previously served as a Managing Director of UBS Warburg and UBS
Bunting Warburg. Mr. Colterjohn holds a Bachelor of Commerce degree and an MBA.

|                                 
|---------------------------------
|MARKJ. DANIEL                    
|Ontario, Canada                  
|Director (Independent) since 2011
|                                 
|Member of:                       
|                                
|                                

Mr. Mark Daniel is an independent director with more than 35
years of international experience. Most recently, Mr. Daniel was Vice President,
Human Resources for Vale Canada (formerly Inco Limited). Prior to that, he
worked with the Bank of Canada and a number of other federal agencies before
joining the Conference Board of Canada. Mr. Daniel holds a PhD in Economics.

|                                 
|---------------------------------
|PATRICKD. DOWNEY                 
|Ontario, Canada                  
|Director (Independent) since 2011
|                                 
|Member of:                       
|                                
|                                

Mr. Patrick Downey, CPA, is a corporate director who has been
involved in the copper and gold mining industry throughout most of his most of
his 35 year career. Mr. Downey was an executive and director for several public
resource companies and the Chief Financial Officer of Northgate Minerals
Corporation for four years, retiring as President and CEO in 1994. He is
certified by the Institute of Corporate Directors and a member of the Ontario
Chapter of the Canadian Institute of Chartered Accountants. Mr. Downey holds an
Honours Bachelor of Commerce degree from Laurentian University.

|                                                            
|------------------------------------------------------------
|ALANR. EDWARDS                                              
|Arizona, USA                                                
|Director (Independent) since 2010, Chairman since
      2013
|                                                            
|Member of:                                                  
|                                                           

Mr. Alan Edwards has over 30 years of international mining
experience. Mr. Edwards was formerly the CEO of Oracle Mining Corporation and
was President and Chief Executive Officer and Director of Copper One Inc. Prior
to that, he held positions as Chief Executive Officer and Director of Frontera
Copper Corporation, and Executive Vice President and Chief Operating
Officer of Apex Silver Mines Corporation. Mr. Edwards holds a Bachelor of
Science degree in Mining Engineering and an MBA.

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|                   
|-------------------
|SCOTTG. PERRY      
|Ontario, Canada    
|Director since 2012
|                   
|Member of:         
|                  

Mr. Scott Perry is the President and Chief Executive Officer
and a Director of AuRico. Mr. Perry has held increasingly senior financial
positions in the mining industry over the past 15 years. Most recently, he
served as the Companys Executive Vice President and Chief Financial Officer for
over four years. Prior to joining the Company, Mr. Perry was the Chief Financial
Officer (seconded from Barrick Gold) for Highland Gold Mining, where he managed
the companys financial reporting and compliance commitments, as well as the
execution of its short and long-term financial and operational strategies. He
also led Highland Golds business and corporate development initiatives. Before
being seconded to Highland Gold, he held increasingly senior financial roles
with Barrick in Australia, the United States, and in Russia, Central Asia where
he was instrumental in establishing Barricks presence in Russia and assembling
a strong financial team. Mr. Perry holds a Bachelor of Commerce degree from
Curtin University, a post-graduate diploma in applied finance and investment, as
well as a CPA designation.

|                                 
|---------------------------------
|RONALDE. SMITH                   
|Nova Scotia, Canada              
|Director (Independent) since 2009
|                                 
|Member of:                       
|                                
|                                

Mr. Ronald Smith, BBA, FCA, ICD.D, is an independent director
with over 40 years of experience in the financial, telecommunications and energy
sectors. Most recently, Mr. Smith was Senior Vice President and Chief Financial
Officer of Emera Incorporated. Prior to that, he was Chief Financial Officer
with Maritime Tel and Tel Limited. Mr. Smith was formerly a Partner of Ernst
& Young and holds a CA designation.

|                                                                          
|--------------------------------------------------------------------------
|JOSEPHG. SPITERI                                                          
|Ontario, Canada                                                           
|Director (Independent) from May 2010 to October
      2011, and since 2012
|                                                                          
|Member of:                                                                
|                                                                         
|                                                                         

Mr. Joseph Spiteri is an independent director with over 35
years of international mining experience. Mr. Spiteri is an independent mining
consultant focused on advanced-stage exploration, feasibility, construction,
operations management and acquisitions. Prior to that, he held executive
positions with Placer Dome Incorporated, Northgate Explorations Limited, Lac
Minerals Limited, and Campbell Resources Incorporated. Mr. Spiteri holds a
Bachelor of Science degree from the University of Toronto. He is a member of The
Canadian Institute of Mining and The Association of Professional Geoscientists
of Ontario.

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Officers

In addition to Scott G. Perry and Luis M. Chavez, as set out
above, the following are the officers of the Company as at March 3, 2014:

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CHRISJ.BOSTWICKOntario, Canada Senior Vice President, Technical Services

Mr. Chris Bostwick was appointed Senior Vice President,
Technical Services in January 2009. He holds over 25 years of experience in the
global mining industry, 19 of which were spent with Barrick Gold in various
roles. Mr. Bostwick has mining experience in operations, engineering,
maintenance, strategic planning, and project evaluation and development gained
in North and South America, Africa, and Russia. Prior to AuRico, he had been
seconded from Barrick to Highland Gold Mining, where he led the Capital Projects
and Technical Services groups for their development projects and one operating
mine in Russia. Prior to that, Mr. Bostwick served as Barrick's Director of
Evaluations and Capital Projects, working in the corporate development and
technical services groups on M&A and feasibility studies. He also spent nine
years at Barrick's flagship Goldstrike operation in Nevada. Mr. Bostwick has a
Bachelor of Science degree in Mining Engineering from Queens University.

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ROBERTJ.CHAUSSEOntario, Canada Executive Vice President and Chief Financial Officer

Mr. Robert Chausse joined the Company in January 2013. He
brings with him more than 20 years of international finance and mining
experience. Most recently, Mr. Chausse was the Vice President of Finance,
Operations and Projects for Kinross Gold Corporation, a position he held since
2009. Prior to that, he was Chief Financial Officer for Baffinland Iron Mines
Corporation from 2006 to 2009, and held increasingly senior positions with
Barrick Gold from 1998 to 2006. Mr. Chausse received his Chartered Accountant
designation in 1990.

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ANNEL.DAYOntario, Canada Vice President, Investor Relations and
Communications

Ms. Anne Day is AuRicos Vice President of Investor Relations
and Communications. She brings over 15 years of experience in investor
relations, primarily in the mining sector. As part of the senior executive team,
Ms. Day leads the development and implementation of AuRicos global investor
relations strategies as well as internal and external communications programs of
the Company. Prior to joining AuRico, Ms. Day held senior IR roles with Nexient
Learning and Etruscan Resources. Ms. Day holds a BComm degree (Marketing) and an
MBA (Finance) from Saint Marys University.

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PETERK.MACPHAILOntario, Canada
Executive Vice President and Chief Operating Officer

Mr. Peter MacPhail joined the AuRico team through the Northgate
transaction, where he was Chief Operating Officer for eight years. Mr. MacPhail
holds over 25 years of solid operational experience in both Canada and
Australia. While at Northgate, he had overall operations management
responsibility for the Kemess, Fosterville and Stawell mines, as well as the
Young-Davidson mine project. Prior to Northgate, Mr. MacPhail held increasingly
senior roles at Noranda, Teck Resources, Homestake Resource, and Barrick Gold. He holds a Bachelor of Applied Science degree in
Mineral Engineering from the University of Toronto, and is a licensed
professional engineer in Ontario.

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TRENTC.A.MELLOntario, Canada Executive Vice President,
Corporate Affairs

Mr. Trent Mell joined the Company in August 2012 and has over
13 years of experience in the mining industry. He previously worked as a
securities and M&A lawyer at Stikeman Elliott LLP. Prior to joining AuRico,
Mr. Mell held increasingly senior roles at the corporate head offices of Barrick
Gold, Sherritt International and North American Palladium. His responsibilities
included oversight of the legal, government relations, human resources, and
corporate development functions. Mr. Mell holds a Bachelor of Arts degree, a
Bachelor of Civil Law degree (with distinction), a Bachelor of Laws degree (with
distinction) from McGill University, a Master of Laws degree from Osgoode Hall,
and a joint MBA from the Kellogg School of Management and the Schulich School of
Business. He regularly lectures on mining topics and has published two papers on
NI 43-101.

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CHARLENEK.MILNERNova Scotia, Canada Senior Vice President, Finance

Ms. Charlene Milner joined the Company in January 2008 as the
Director, Financial Reporting. Since then, she held progressively senior
positions with the Company, namely Senior Director, Finance, followed by Vice
President, Finance in 2011. In 2012, she was appointed Senior Vice President,
Finance. Ms. Milner is responsible for internal and external financial
reporting, and the operations of the company-wide finance group. Prior to
joining AuRico, Ms. Milner worked for eight years at Grant Thornton LLP, where
she obtained her CA designation. Ms. Milner also holds a Bachelor of Commerce
degree from Dalhousie University.

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CHRISH.RICHTEROntario, Canada Senior Vice President, Corporate Development

Mr. Chris Richter joined AuRico in May 2010 as Vice President,
Corporate Development, and has over 11 years of experience in the mining
industry leading M&A, strategy, and capital allocation efforts. Prior to
joining the Company, he spent seven years working at Barrick Gold. As part of
the Corporate Development team at Barrick, Mr. Richter advanced numerous
acquisitions, including the $10.4 billion acquisition of Placer Dome, and in
2009, he contributed to the design of their newly created Capital Allocation,
Strategy and Risk Group. At AuRico, he has played a key role in the acquisitions
of Capital Gold and Northgate Minerals, as well as the divestitures of the El
Cubo, Fosterville, Stawell, and Ocampo mines. Mr. Richter holds a Master of Arts
degree in Economics from the University of Toronto and a Bachelor of Arts degree
in Economics and Political Science from the University of Waterloo. He is also a
CFA charter holder.

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CHRISJ.ROCKINGHAMOntario, Canada Vice President,
Exploration and Business Development

Mr. Chris Rockingham brings over 30 years of extensive
exploration experience, focused on precious and base-metal deposits in various
geological, geographic and cultural settings in North and South America. He held
the position of Vice President of Exploration and Business Development with
Northgate Minerals for eight years prior to its amalgamation with AuRico. In this
role, Mr. Rockingham identified Young-Davidson as a site with considerable
exploration potential, negotiated the terms of the acquisition, and assembled
the team that developed the project into one of the largest underground gold
reserves in Canada. He has a Master of Science degree in Geology from the
University of Western Ontario and an MBA (with distinction) from the Richard
Ivey School of Business.

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As at the date of this AIF, the directors and executive
officers of the Company, as a group, beneficially own, directly or indirectly,
or exercise control or direction over an aggregate of 718,177 common shares
(6,264,716common shares if all options, restricted share units,
performance share units and deferred share units held by them are exercised),
representing 0.29% of the currently outstanding common shares (2.53% current
outstanding common shares if all options, performance share units and deferred
share units held by them are exercised) and0.28% of the common shares on
a fully diluted basis (2.47% current outstanding common shares on a fully
diluted basis if all options, performance share units and deferred share units
held by them are exercised).

Cease Trade Orders, Bankruptcies, Penalties or
Sanctions

To the knowledge of the Company, no director or executive
officer of the Company is, or within the ten years prior to the date hereof has
been, a director or executive officer of any company (including the Company)
that, while that person was acting in that capacity, was subject to:

|(a) | a cease trade order or similar order or an order that
      denied the relevant company access to any exemptions under securities
      legislation for a period of more than 30 consecutive days; or                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                          
|(b) | an event that resulted, after the director or executive
      officer ceased to be a director or executive officer, in the company being
      the subject of a cease trade or similar order or an order that denied the
      relevant company access to any exemption under securities legislation for
      a period of more than 30 consecutive days.

To the knowledge of the Company, no director or executive
officer of the Company, and no shareholder holding a sufficient number of
securities of the Company to affect materially the control of AuRico, has been
subject to:

|(a) | any penalties or sanctions imposed by a court relating to
      Canadian securities legislation or by a Canadian securities regulatory
      authority or has entered into a settlement agreement with a Canadian
      securities regulatory authority; or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                            
|(b) | any other penalties or sanctions imposed by a court or
      regulatory body that would likely be considered important to a reasonable
      investor making an investment decision.                                                                       

To the knowledge of the Company, no director or officer of the
Company, and no shareholder holding a sufficient number of securities of the
Company to affect materially the control of AuRico:

|(a) | is, as at the date hereof, or has been within the 10
      years before the date hereof, a director or executive officer of any
      company (including AuRico) that, while such person was acting in that
      capacity or within a year of such person ceasing to act in that capacity,
      became bankrupt, made a proposal under any legislation relating to
      bankruptcy or insolvency, or was subject to or instituted any proceedings,
      arrangement or compromise with creditors, or had a receiver, receiver
      manager or trustee appointed to hold its assets; or
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) | has, within the 10 years before the date hereof, become
      bankrupt, made a proposal under any legislation relating to bankruptcy or
      insolvency, or become subject to or instituted any proceedings,
      arrangement or compromise with creditors, or had a receiver, receiver
      manager or trustee appointed to hold the assets of the director, executive
      officer or shareholder.                                                                                                                                                                                   

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Conflicts of Interest

Certain of AuRicos directors and officers serve as directors
and/or officers of other natural resource companies and, consequently, there
exists the possibility for such directors and officers to have interests that
conflict with the Companys interests. The individuals concerned are governed in
any conflict or potential conflict by applicable law and by AuRicos Code of
Conduct. To the best of AuRicos knowledge, there are no known existing or
potential material conflicts of interest among directors or officers and AuRico
or its subsidiaries.

Interest of Management & Others in Material Transactions

Other than noted below, no director or executive officer of the
Company, or holder of securities of more than 10% of any class of outstanding
voting securities or any associate or affiliate thereof of the Company has any
interest, directly or indirectly, in any material transaction with the Company
or any of its direct or indirect wholly-owned subsidiaries.

The Company utilizes a Mexican corporation, Caborca Industrial
S.A. de C.V. (Caborca Industrial), for mining support services at the El
Chanate mine, including the payment of mining salaries and related costs.
Caborca Industrial is 100% owned by the Companys Chief Executive Officer and
Executive Vice President, Corporate Affairs. The Companys Chief Executive
Officer and Executive Vice President, Corporate Affairs receive no financial
benefits as a result of their ownership of this entity.

AUDIT COMMITTEE

Audit Committee Mandate

The full text of the Audit Committees mandate is included as
Schedule A to this AIF.

Composition

The Audit Committee is comprised entirely of independent
directors: Ronald Smith, Patrick Downey and Richard Colterjohn. There were six
meetings of the Audit Committee in 2013. All of the members of the Committee
attended all of the meetings held in 2013, with the exception of one member who
missed one meeting during 2013.

All of the members of the Audit Committee are independent and
financially literate. The name, relevant education and experience of each Audit
Committee member are outlined below:

Ronald Smith (Chairman) Mr.
Smith is a Chartered Accountant with over 30 years of practical financial and
management experience, primarily in the financial, telecommunications and energy
sectors.

Patrick DowneyMr. Downey is
a member of the Canadian Institute of Chartered Accountants, the Ontario
Institute of Chartered Accountants and the Ontario Chapter of the Institute of
Corporate Directors. He has been involved in the gold and copper mining industry
throughout most of his career.

Richard ColterjohnMr.
Colterjohn is a former investment banker with over 20 years of corporate finance
experience in the mining sector and other industries.

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Pre-Approval Policies and Procedures

AuRicos Audit Committee has adopted pre-approval policies and
procedures with respect to permitted non-audit services. Specifically, the Audit
Committee must pre-approve all permitted non-audit services to be provided to
the Company or its subsidiaries by the Companys external auditor. The Audit
Committee has delegated to the Chair of the Committee the authority to
pre-approve permitted non-audit services, with such pre-approval presented to
the Audit Committee at the next scheduled Audit Committee meeting.

External Auditor Service Fees

KPMG LLP are the auditors of AuRicos Consolidated Financial
Statements. The following KPMG LLP fees (reported in Canadian dollars) were
incurred in each of the years ended December 31, 2013 and 2012 for professional
services rendered to AuRico:

Financial Year Ending
    Audit Fees (1)
    Audit Related**Fees
      (2)**
    Tax Fees**(3)**
    All Other FeesDecember 31, 2013(4)
    $630,250
    $42,500
    $132,450
    $NilDecember 31, 2012(4)
    $800,530
    $Nil
    $237,990
    $Nil


Notes:1.
    The aggregate fees billed for audit services, including
      fees relating to the completion of the year-end audit, review of interim
      financial statements, and statutory audits of the Companys Mexican
      subsidiaries.2.
    The aggregate fees billed for assurance and related
      services are related to the performance of the audit of other supplemental
      schedules, adoption of new accounting standards, and other accounting
      consultations.3.
    The aggregate fees billed for transfer pricing services,
      analysis of new tax law, and other tax compliance services in Mexico.4.
    For the year ended December 31, 2012 and December 31,
      2013, none of the Corporations audit-related fees, tax fees or all other
      fees described in the table above made use of the de minimis exception to
      pre- approval provisions contained in Rule 2-01 (c)(7)(i)(C) of SEC
      Regulation S-X or Section 2.4 of NI 52-110.


MATERIAL CONTRACTS

Except as otherwise disclosed in this AIF, and for contracts
entered into in the ordinary course of business, the Company has not entered
into any material contracts since the beginning of the financial year ended
December 31, 2013 and to the date of this AIF.

LEGAL PROCEEDINGS

Set out below is a summary of material legal proceedings to
which AuRico is a party or to which any of the properties is subject.

Ed J. McKenna issued a notice of action against the Company and
certain other parties on February 5, 2008. A statement of claim was filed on
March 6, 2008 and an amended statement of claim was filed on July 11, 2008, in
both cases in the Ontario Superior Court of Justice, Canada. The plaintiff
alleged that the Companys short form prospectus dated April 19, 2007 (the 2007
Prospectus) contained a misrepresentation and other misstatements as did
certain disclosure documents during the class period of October 10, 2006 to
August 10, 2007, and also alleged that the Company manipulated grant dates of
stock options. On March 16, 2010, the class action was certified in respect of
investors who purchased securities through underwriters in Canada under its 2007
Prospectus. The Court did not at that time certify a claim in respect of
secondary market purchasers. Following an appeal process with respect to a
number of issues, on November 9, 2011 the Court certified a common issue in
respect of the tort of civil conspiracy for both investors who purchased
securities through underwriters in Canada and secondary market purchasers. The
Company brought a motion for leave to appeal the November 9, 2011 decision.

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On October 5, 2012, the Company entered into a settlement
agreement, providing for payment of CAD$13.25 million to the settlement class.
On February 19, 2013, the Company was released from all claims by all
shareholders except approximately 900 shares that opted out of the settlement
agreement. The Company expects these settlement amounts to be paid in 2014.

From time to time, the Company is involved in other litigation,
investigations or proceedings related to claims arising out of its operations in
the ordinary course of business. In the opinion of the Companys management,
these claims and lawsuits individually and in the aggregate, even if adversely
settled, would not be expected to have a material effect on the results of
operations or financial condition of the Company and would not exceed ten
percent of the current assets of the Company.

TRANSFER AGENT AND REGISTRAR

The Companys transfer agent and registrar is Computershare
Investor Services Inc. Computershares register of transfers for the Companys
common shares is located at 100 University Avenue, 8th Floor, North
Tower, Toronto, Ontario, M5J 2Y1.

INTERESTS OF EXPERTS

The following persons and firms are named as having prepared or
certified a report, valuation, statement or opinion described or included in a
filing, or referred to in a filing, made under NI 51-102 by the Company during,
or related to, the Companys most recently completed financial year:

- Chris Bostwick, FAusIMM, SVP Technical Services, AuRico Gold Inc;
- Jeff Volk, CPG, FAusIMM, Director Reserves and Resources, AuRico Gold Inc;
- Gordon Skrecky, P. Eng, Kemess Project Manager, AuRico Gold Inc;
- Harold Bent, P. Geo, Kemess Environmental Manager, AuRico Gold Inc;
- Jarek Jakubec, C. Eng MIMMM, SRK Consulting (CAN) Inc;
- Chris Elliott, FAusIMM, SRK Consulting (CAN) Inc;
- Pacifico (Virgil) Corpuz, P. Eng, Tetra Tech;
- Andrew Jennings, P. Eng; Conveyor Dynamics Inc;
- Andrew Witte, P. Eng, P. Eng, AMEC; and
- Ken Major, P.Eng, KWM Consulting Inc.

Other than as set out below, to the best of the Companys
knowledge, the aforementioned persons and firms, and any designated
professional, director, officer or employee of such firms, each hold less than
1% of any outstanding securities of the Company or of any associate or affiliate
of the Company.

None of the aforementioned persons or firms, nor any designated
professionals, directors, officers or employees of such firms, is currently
expected to be elected, appointed or employed as a director, officer or employee
of the Company or of any associate or affiliate of the Company, except as
disclosed above.

The Companys auditors, KPMG LLP, confirmed that they are
independent within the meaning of the Rules of Professional Conduct of the
Institute of Chartered Accountants of Ontario.

ADDITIONAL INFORMATION

Additional information about AuRico may be found on SEDAR at
www.sedar.com.

Further additional information, including directors and
officers remuneration and indebtedness, principal holders of AuRicos
securities and securities authorized for issuance under equity compensation
plans is contained in AuRicos most recent management information circular,
which is filed on SEDAR at www.sedar.com.

Additional financial information can be found in AuRicos
financial statements and Managements Discussion and Analysis for the year ended
December 31, 2013, which are filed on SEDAR at www.sedar.com.

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A copy of such documents may be obtained, upon request, from
the Company. The Company may require the payment of a reasonable charge from a
person or corporation who is not a holder of securities of the Company.

For additional copies of this AIF please contact:

| | Corporate Secretary             | Tel: 647-260-8880          
| | ------------------------------- | ---------------------------
| | AuRico Gold Inc.                | Fax: 647-260-8881          
| | 110 Yonge Street, Suite 1601    | Email: info@auricogold.com 
| | Toronto, Ontario M5C 1T4 Canada | Website: www.auricogold.com

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SCHEDULE AMANDATE OF THE AUDIT
COMMITTEE

PURPOSE

The Audit Committee (the Committee) is a committee of the
Board of Directors (the Board) charged with oversight of financial reporting
as well as related disclosure, internal controls, regulatory compliance and risk
management functions.

COMPOSITION

The members of the Committee shall be appointed annually by the
Board on the recommendation of the Nominating & Corporate Governance
Committee. The Chair shall be elected by the members of the Committee. The
Committee shall consist of a minimum of three directors of the Company, all of
whom must be independent directors. Independence is defined by applicable
Canadian and U.S. laws and regulations as well as the rules of relevant stock
exchanges (the Applicable Laws). At a minimum, each Committee member shall
have no direct or indirect relationship with the Company that could, in the
opinion of the Board, reasonably interfere with the exercise of a Committee
members independent judgment (except as otherwise permitted by Applicable
Laws).

QUALIFICATIONS & EXPERIENCE

Each member of the Committee must be financially literate,
meaning that the director has the ability to read and understand a set of
financial statements that present the breadth and level of complexity of
accounting issues that can reasonably be expected to be raised by the Companys
financial statements.

At least one member of the Committee shall be a financial
expert within the meaning of Applicable Laws. The financial expert should have
the following competencies:

- An understanding of financial statements and accounting principles used by
  the Company to prepare its financial statements;
- The ability to assess the general application of such accounting
  principles in connection with the accounting for estimates, accruals and
  reserves;
- Experience preparing, auditing, analyzing or evaluating financial
  statements that present a breadth and level of complexity comparable to the
  Companys financial statements, or experience actively supervising one or more
  persons engaged in such activities;
- An understanding of internal controls and procedures for financial
  reporting; and
- An understanding of audit committee functions.

RISK OVERSIGHT

In addition to the specific responsibilities enumerated below,
the Committee shall be responsible for reviewing financial risks of the business
and overseeing the implementation and evaluation of appropriate risk management
practices. This will involve inquiring with management regarding how financial
risks are managed and seeking opinions from management and the independent
auditor regarding the adequacy of risk mitigation strategies.

COMMITTEE RESPONSIBILITIES

In addition to such other duties as may be delegated by the
Board, the Committee shall:

|1. | Financial Statements: Review the Companys interim
      and annual financial statements, MD&A and related press releases and
      recommend Board approval of such documents.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|2.  | Variances: Obtain explanations from management for
      significant variances between comparative reporting periods and question
      management and the independent auditor regarding any significant financial
      reporting issues raised during the fiscal period and the method of
      resolution.                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.  | Internal Controls: Inquire as to the adequacy of
      the Companys system of internal controls and review periodic reports from
      management regarding internal controls, which should include an assessment
      of risk with respect to financial reporting.                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.  | Auditor: Recommend Board approval for the
      appointment of the Companys independent auditor. Oversee the work of the
      independent auditor; ensure that the independent auditor reports directly
      to the Committee; and ensure that any disagreements between management and
      the independent auditor regarding financial reporting are
  resolved.                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.  | Non-audit Services: Approve all audit and
      non-audit services to be provided to the Company and its subsidiaries by
      the independent auditor. The Chair of the Committee may pre-approve such
      services on behalf of the Committee provided that such approvals are
      presented at the Committee meeting following such pre-approval. In order
      to obtain pre-approval, management should detail the work to be performed
      by the independent auditor and obtain the assurance from the independent
      auditor that the proposed work will not impair their
  independence.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Certain de minimisnon-audit services will satisfy
      the pre-approval requirement provided:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.  | Whistleblower: Oversee a Company whistleblower
      program that provides an opportunity for confidential and anonymous
      submissions of concerns regarding questionable accounting or auditing
      matters and other potential violations of the Companys Code of
      Conduct.                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.  | Internal Audit: Review and approve the annual
      internal audit plan as presented by the internal audit function to ensure
      that it is appropriate, risk-based and addresses all prioritized auditable
      entities. Review progress towards completion of the annual plan and
      performance of the head of the internal audit function.                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.  | Hiring: Review and approve the Companys policies
      regarding the hiring of current and past partners and employees of the
      Companys present or former independent auditor.                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.  | Reporting: Report to the Board on a quarterly
      basis on the proceedings of Committee meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10. | Mandate: Annually review the Committees mandate
      and assess the Committees functioning and performance relative to the
      requirements set out within this mandate.                                                                                                                                                                                                                                                                                                                                                                                                                              

CHAIRMAN RESPONSIBILITIES

The Chairman of the Committee shall:

|1. | Convene and preside over Committee meetings and ensure
      they are conducted in an efficient, effective and focused
manner.                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                    
|2. | Assist management with the preparation of an agenda and
      ensure that meeting materials are prepared and disseminated in a timely
      manner.
|   |                                                                                                                                                    
|3. | Ensure that the Committee has sufficient time and
      information to make informed decisions.                                                    
|   |                                                                                                                                                    
|4. | Provide leadership to the Committee and management with
      respect to matters covered by this mandate.                                          

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AUTHORITY

The Committee has authority to:

|5.  | Appoint, compensate, and oversee the work of any
      registered public accounting firm retained by the Company.                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|6.  | Conduct or authorize investigations into any matters
      within its scope of responsibility, including with respect to
      whistleblower submissions.                                        
|    |                                                                                                                                                                                                  
|7.  | Retain, at the Companys expense, independent legal,
      accounting or other advisors to assist the Committee in carrying out its
      duties or to assist in the conduct of an investigation.
|    |                                                                                                                                                                                                  
|8.  | Meet with management, the independent auditor and other
      advisors, as necessary.                                                                                                            
|    |                                                                                                                                                                                                  
|9.  | Obtain full access to the books, records, facilities and
      personnel of the Company and its subsidiaries.                                                                                    
|    |                                                                                                                                                                                                  
|10. | Call a meeting of the Board to consider any matter of
      concern to the Committee.                                                                                                            

MEETINGS

The Committee shall meet as often as it deems necessary, but
not less frequently than quarterly. A quorum for the transaction of business at
all meetings shall be a majority of members. Decisions shall be made by an
affirmative vote of the majority of members in attendance and the Committee
Chair shall not have a deciding or casting vote.

An in-camera session of independent directors shall take place
at least quarterly. The Committee may also request to meet separately with
management, internal auditors, independent auditors or other advisors. Meeting
minutes shall be recorded and maintained, as directed by the Chair of the
Committee.

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