---

**Exhibit 99.1**





|                                    
|------------------------------------
|Annual Information Form             
|For the year ended December 31, 2012





April 1, 2013

---

TABLE OF CONTENTS

|CORPORATE STRUCTURE                                            | 5 
|-------------------------------------------------------------- | --
|                                                               |   
|GENERAL DEVELOPMENT OF THE
      BUSINESS                      | 6 
|Three Year History                                             | 6 
|                                                               |   
|DESCRIPTION OF THE BUSINESS                                    | 7 
|General                                                        | 7 
|Markets, Sales and Refining                                    | 8 
|Competitive Conditions                                         | 8 
|Operating Results                                              | 9 
|Employees and Labour Relations                                 | 10
|Sustainability Practice                                        | 10
|Environmental Protection and
      Policies                    | 11
|Social Policies                                                | 11
|                                                               |   
|MINERAL PROPERTIES                                             | 11
|Mineral Reserve and Mineral
      Resource Estimates           | 12
|Young-Davidson Mine                                            | 14
|El Chanate Mine                                                | 21
|Kemess Underground Project                                     | 26
|Other Mineral Properties                                       | 35
|                                                               |   
|DIVIDENDS                                                      | 36
|                                                               |   
|DESCRIPTION OF CAPITAL
      STRUCTURE                         | 36
|                                                               |   
|MARKET FOR SECURITIES                                          | 37
|                                                               |   
|RISK FACTORS                                                   | 38
|                                                               |   
|CORPORATE GOVERNANCE                                           | 49
|Directors                                                      | 49
|Officers                                                       | 52
|Cease Trade Orders, Bankruptcies, Penalties or
      Sanctions | 54
|Conflicts of Interest                                          | 55
|Interest of Management & Others in Material
      Transactions | 55
|                                                               |   
|AUDIT COMMITTEE                                                | 55
|Audit Committee Mandate                                        | 55
|Composition                                                    | 56
|Pre-Approval Policies and
      Procedures                     | 56
|External Auditor Service Fees                                  | 56
|                                                               |   
|MATERIAL CONTRACTS                                             | 57
|                                                               |   
|LEGAL PROCEEDINGS                                              | 57
|                                                               |   
|TRANSFER AGENT AND REGISTRAR                                   | 57
|                                                               |   
|INTERESTS OF EXPERTS                                           | 57
|                                                               |   
|ADDITIONAL INFORMATION                                         | 58
|                                                               |   
|SCHEDULE A AUDIT COMMITTEE MANDATE                           | 59

| | 
| | 

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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, 2012, 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
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 Annual Information Form. 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.

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 Canadian 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.

| | 3
| | -

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Canadian standards, including NI 43-101, differ significantly
from the requirements of the 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, 2012 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
2012 and the exchange rate at December 31, 2012 were 0.9996 and 0.9949 CAD per
one USD, respectively, as quoted by the Bank of Canada. For Pesos to USD, the
average exchange rate for 2012 and the exchange rate at December 31, 2012, were
one Peso per 0.07608 and 0.07713 USD, respectively. The consolidated financial
statements of the Company for the financial year ended December 31, 2012 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, 2012 are
available electronically from the Canadian System for Electronic Document
Analysis and Retrieval (SEDAR) at www.sedar.com and 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 Annual
Information Form 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:

2010

- Property Option On May 6, 2010, AuRico entered into an agreement
  Mexicana de Cobre, S.A. de C.V. for a 4,491 hectare block of claims known as
  the Venus property, located adjacent to the Ocampo mine.
- Property Option On June 18, 2010, the Company announced that it
  had entered into an agreement with Valdez Gold Inc. giving it the option to
  acquire the 43,229 hectare block of mineral concessions called the Los Jarros
  Properties, located adjacent to the Ocampo mine.
- Labour Disruption On June 3, 2010 the Company announced an
  illegal labour disruption at its El Cubo mine located in Guanajuato State,
  Mexico.
- Appointment On November 29, 2010, the Company appointed
  Ambassador Martha I. Lara-Alatorre as Government Relations Advisor to its
  Board of Directors

2011

- El Cubo Mine On February 23, 2011, the Company announced the
  successful resolution of the labour disruption at the El Cubo mine and the
  signing of a new collective agreement with the workforce.
- Capital Gold Acquisition On April 8, 2011, AuRico acquired
  Capital Gold Corporation, 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 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 theBusiness 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 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 Corp.
  for consideration consisting of $100 million in cash, $100 million in shares
  of Endeavour Silver and up to $50 million in future contingent payments;

| | 6
| | -

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- Commercial production at Young-Davidson On September 1, 2012, the
  Young-Davidson 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. The
  underground mine remains in the pre-production phase as the Company continues
  to advance underground shaft development.
- 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 of $13.3 million which is largely offset by an insurance receivable.
  The settlement is subject to court approval, which is anticipated in the first
  half of 2013.
- Sale of Equity Interests In October 2012, the Company sold its
  equity interests in Endeavour Silver Corp. 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.

Recent Developments (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, as described above.
- Dividend Policy On February 21, 2013, the Company announced an
  inaugural dividend policy, whereby the Company will pay 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.

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.

| | 7
| | -

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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 the Company, 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. The Company currently does not have any long
term refining contracts in place. Gold and silver 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. The price of gold strengthened during
2012, averaging a London PM Fix price of $1,669 per ounce, a 6% increase over
the average price of $1,572 during 2011.

Competitive Conditions

Competition in the precious metals mining industry is primarily
for: (i) mineral properties that can be developed and produced economically;
(ii) technical expertise 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 of our larger competitors conduct
business globally and thus have greater financial and technical resources
available to them.

| | 8
| | -

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Operating Results

The following table is a summary of the Companys annual
financial and operating results for the fiscal year ended December 31, 2012:

|(in thousands, except ounces, per share
      amounts, and total cash costs) |  
|---------------------------------------------------------------------------- | -
|                                                                             |  
|                                                                             |  
|Gold ounces produced - continuing operations                                 |  
|Gold ounces
      produced(5)(6)                                             |  
|Pre-production gold ounces produced(5)                                       |  
|Total
      gold ounces produced -
      continuing          operations      |  
|Gold ounces produced(5)                                                      |  
|Silver ounces produced                                                       |  
|Gold equivalent ounces produced
      (realized)(2)(5)                       |  
|Gold
      equivalent ounces produced (55:1)(3)(5)                           |  
|Revenue from mining operations                                               | $
|(Loss) / earnings from operations                                            | $
|Net earnings                                                                 | $
|Net
      earnings per share, basic                                          | $
|Total cash                                                                   | $
|Operating cash flow                                                          | $
|Net
      free cash flow(1)                                                  | $
|Cash costs per gold equivalent ounce
      (realized)(1)(2)(7)(8)            |  
|Continuing
      operations(5)(6)                                            | $
|Discontinued operations(6)(9)                                                | $
|Total
      operations(5)(9)                                                 | $
|Cash costs per gold equivalent ounce
      (55:1):(1)(3)(7)(8)               |  
|Continuing
      operations(5)(6)                                            | $
|Discontinued operations(6)(9)                                                | $
|Total
      operations(5)(9)                                                 | $

|      
|------
|Notes:
|1.    
|2.    
|3.    
|4.    
|5.    
|6.    
|7.    

|8. | Cash costs for the Ocampo mine, the El Cubo mine and on a
      consolidated basis are calculated on a per gold equivalent ounce basis.
      Cash costs for the El Chanate, Young-Davidson, Fosterville and Stawell
      mines are calculated on a per gold ounce basis, using by-product revenues
      as a cost credit.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | Cash costs from discontinued operations and on a
      consolidated basis include the net realizable value adjustments recognized
      on ore in process heap leach inventory at the Ocampo mine during the
      year.                                                                                                    

| | 9
| | -

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As at December 31, 2012, the Company had approximately 550direct full-time employees, and 400individuals 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 our
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 our workforce, the communities in which we operate and
future generations. AuRico also believes that sustainable business practices are
a part of our 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 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

| | 10
| | --

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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.

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, 2012, the Company had $27.7 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 950 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.

MINERAL PROPERTIES

At December 31, 2012, AuRicos total proven and probable gold
mineral reserves were 6.8 million gold ounces, a 1.69 million ounce increase
over 2011, primarily driven through reserve additions reported from the Kemess
Underground Project. The Companys mineral reserve and mineral resource
estimates have been calculated as at December 31, 2012 in accordance with
definitions adopted by the Canadian Institute of Mining, Metallurgy and
Petroleum and incorporated into National Instrument 43-101  Standards of
Disclosure for Mineral Projects (NI 43-101) (see Definitions below). 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.

| | 11
| | --

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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, 2012:

AuRico Gold - Mineral Reserve
      EstimatesContained MetalTonnes
    Au
    Ag
    Cu
    Au
    Ag
    CuMineral Reserve
    
    Category
    (000's)
    (g/t)
    (g/t)
    (%)
    (000's) oz
    **(000's) oz**
    (000's) lbsYoung-Davidson
    Surface
    Proven
    3,934
    1.28
    -
    -
    162
    -
    -Probable
    2,491
    1.36
    -
    -
    109
    -
    -P&P
    6,425
    1.31
    
    
    271Underground
    Proven
    4,547
    2.97
    -
    -
    434
    -
    -Probable
    34,490
    2.80
    -
    -
    3,100
    -
    -P&P
    39,037
    2.82
    
    
    3,534Total
    P&P
    45,462
    2.60
    
    
    3,804El Chanate
    
    Proven
    36,845
    0.68
    -
    -
    801
    -
    -Probable
    19,015
    0.66
    -
    -
    403
    -
    -Total
    P&P
    55,859
    0.67
    
    
    1,204Kemess Underground
    
    Proven
    -
    -
    -
    -
    -
    -
    -Probable
    100,373
    0.56
    -
    0.28
    1,805
    -
    619,151Total
    P&P
    100,373
    0.56
    
    0.28
    1,805
    
    619,151* Please refer to Notes on Mineral Reserve and
      Mineral Resource Tables
    
    Proven
    1,397
    -
    -Probable
    5,417
    -
    619,151P&P
    6,813
    -
    619,151


| | 12
| | --

---

AuRico Gold - Mineral Resource
      EstimatesContained MetalTonnes
    Au
    Ag
    Cu
    Au
    Ag
    CuMineral Resource
    
    Category
    (000's)
    (g/t)
    (g/t)
    (%)
    (000's) oz
    (000's) oz
    (000's) lbsYoung-Davidson
    Surface
    Measured
    98
    1.60
    -
    -
    5
    -
    -Indicated
    193
    1.76
    -
    -
    11
    -
    -M&I
    291
    1.70
    
    
    16Underground
    Measured
    877
    4.17
    -
    -
    118
    -
    -Indicated
    8,654
    2.59
    -
    -
    722
    -
    -M&I
    9,531
    2.74
    
    
    839Total
    M&I
    9,821
    2.71
    
    
    855Surface
    Inferred
    31
    0.99
    -
    -
    1
    -
    -Underground
    Inferred
    13,983
    2.80
    -
    -
    1,259
    -
    -Total
    Inferred
    14,014
    2.80
    
    
    1,260El Chanate
    
    Measured
    1,233
    0.31
    -
    -
    12
    -
    -Indicated
    2,235
    0.40
    -
    -
    29
    -
    -Total
    M&I
    3,468
    0.37
    
    
    41Inferred
    409
    0.48
    -
    -
    6
    -
    -Kemess Underground
    
    Measured
    -
    -
    -
    -
    -
    -Indicated
    65,432
    0.41
    -
    0.24
    854
    -
    346,546Total
    M&I
    65,432
    0.41
    
    0.24
    854
    
    346,546Inferred
    9,969
    0.39
    -
    0.21
    125
    -
    46,101Orion (50%)
    
    Measured
    -
    -
    -
    -
    -
    -
    -Indicated
    554
    3.66
    309
    -
    65
    5,503
    -Total
    M&I
    554
    3.66
    309
    
    65
    5,503Inferred
    91
    3.33
    95
    -
    10
    275
    -* Please refer to Notes on Mineral Reserve and
      Mineral Resource Tables
    
    Measured
    135
    -
    -Indicated
    1,681
    5,503
    346,546M&I
    1,816
    5,503
    346,546Inferred
    1,401
    275
    46,101


Notes:

- Mineral Reserves and Resources have been stated as at December 31, 2012.
  Mineral Resources are exclusive of Mineral Reserves. Mineral Resources
  that are not Mineral Reserves do not have demonstrated economic viability.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.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 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 are exclusive of Mineral Reserves. Mineral Resources
  that are not Mineral Reserves do not have demonstrated economic viability.
- 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.
- 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 resource tonnage and contained metal have been rounded to reflect
  the accuracy of the estimate, and numbers may not add due to rounding.

| | 13
| | --

---

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

Reserves
    ResourcesAu $/oz
    Ag $/oz
    Cu $/lb
    Au $/oz
    Ag $/oz
    Cu $/lbEl Chanate
    $1,400
    -
    -
    $1,600
    -
    -Young Davidson
    $1,400
    -
    -
    $1,600
    -
    -Kemess Underground
    $1,300
    $23.00
    $3.00
    $13.00 NSROrion
    -
    -
    -
    $850
    $13.00
    -


Reserves and Resources were prepared under the supervision
of the following Qualified Persons:

Resources
    Reserves**El Chanate**
    Jeffrey Volk, CPG, FAusIMM, Director Reserves
      and Resources, AuRico Gold Inc.
    Chris Sharpe, P.Eng, Manager Mining, AuRico
      Gold Inc.**Young Davidson - Open Pit**
    Jeffrey Volk, CPG, FAusIMM, Director Reserves
      and Resources, AuRico Gold Inc.
    Chris Sharpe, P.Eng, Manager Mining, AuRico
      Gold Inc.**Young Davidson - Underground**
    Jeffrey Volk, CPG, FAusIMM, Director Reserves
      and Resources, AuRico Gold Inc.
    Chris Bostwick, FAusIMM, SVP Technical
      Services, AuRico Gold Inc.**Kemess Underground**
    Jeffrey Volk, CPG, FAusIMM, Director Reserves
      and Resources, AuRico Gold Inc.
    Chris Bostwick, FAusIMM, SVP Technical
      Services, AuRico Gold Inc.**Orion**
    Jeffrey Volk, CPG, FAusIMM, Director Reserves
      and Resources, AuRico Gold Inc.
    n/a


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.

On November 2, 2005, Northgate acquired 100% of Young-Davidson
Mines Limited. As a result of AuRicos acquisition of Northgate, AuRico now 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. AuRico 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 or AuRico 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 miles 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 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
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 14
| | --

---

| | (ii) | a per ton royalty held by the Welsh Estate that affects
      almost 400,000 tonnes.
| | ---- | ------------------------------------------------------------------------------------

Through these agreements and a separate agreement with Opawica
Explorations Limited, AuRico 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.

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.

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 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.

Permits

In 2010 the Company initiated construction at Young-Davidson
pursuant to the following approvals and authorizations:

| | 1. | Ministry of Northern Development and Mines Mine
      Production Closure Plan with a corresponding financial assurance of
      $9,895,900.                                                                                    
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                 
| | 2. | Ministry of Environment Environmental Compliance
      Approval for Industrial Sewage Works for the discharge of mine effluent to
      the Montreal River and associated processing plant and tailings
      impoundment area.

| | 15
| | --

---

| | 3. | Ministry of Environment Environmental Compliance
      Approval for Air and Noise Emissions for the operation of the underground
      mine, process plant and open pit.                                                                                                                                                                         
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 4. | Ministry of Environment- Permit to Take Water for
      dewatering MCM Mine workings, Young- Davidson Pit, Tailings Impoundment
      Area Construction and Process Water Intake from the Montreal
  River.                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 5. | Ministry of Environment Class Environmental
      Assessments for the construction of 115kV transmission line, use of diesel
      generators for temporary power and the realignment of Highway
  566.                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 6. | Ministry of Natural Resources Plans and
      Specifications approvals for the first two stages of the Tailings
      Impoundment Area.                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 7. | Department of Fisheries and Oceans Clearance
      letter for installation and operation of the mine dewatering pipeline for
      discharge of mine effluent to the Montreal River, the installation and
      operation of the fresh water intake pipeline in the Montreal River and the
      dewatering of the historical Young-Davidson pit.
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 8. | Transport Canada Clearance letter for
      installation of a mine dewatering pipeline and the process water intake
      pipeline in the Montreal River.                                                                                                                                                                                        

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 -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.

There is a sufficiency of surface rights 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
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 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
| | --

---

In 1995, Royal Oak Mines Inc., a successor company to Pamour
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 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. Since that time, the Company has
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

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
(breaks) 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
| | --

---

Exploration

Northgate acquired Young-Davidson Mines Limited in November
2005. Significant exploration work completed on Young-Davidson since that time
by the Company included surface and underground diamond drilling, and is
summarized in the next section.

Mineralization

Essentially all of the historical production at the former
Young-Davidson Mine and approximately 60% of the production from the MCM Mine is
from syenite-hosted gold mineralization (Lovell, 1967). 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 1,461 surface and underground diamond drill holes have been
completed totaling 275,985 metres. 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 probably 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 has been required to complete the hole in problematic ground conditions. Core
recovery and rock quality designations (RQD) have not been noted in historic
drill logs, however in all the holes by the Company core recovery has been
excellent and the 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 have not been
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.

Upon arrival at the laboratories (either ALS Chemex or Swastika
Laboratories) 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 one kilogram split of each sample
is then pulverized to better than 85% passing 75 micron (minus 150 mesh). A 250
gram duplicate split of crushed material is taken and pulverized. The prepared
samples, certified reference material (CRM), and blanks are then sent to the
analytical laboratory. Approximately 50 grams aliquots are weighed for fire
assay. Fire assay fusion was by lead flux with a silver collector, with an
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
| | --

---

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 SEDAR. 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 there were no
contamination issues, analytical results are both accurate and precise (5%
precision at the 1.7 g/t Au cut-off grade for replicate samples and 10%
precision for the combined preparation and analytical processes). The data is
therefore 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 (2004), SWRPA (2006), AMEC (2008) and Northgates geologists (2006,
2007 and 2008) who have no direct involvement with the project. Collar
co-ordinates, down hole survey tests and assay intervals have been 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 one year and has
approximately 16 months remaining of production. Mining is conducted by a
contractor using conventional methods on 8 metre benches, using 8
metre3 Front-End loaders (FEL), 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 use of a low grade stockpile 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.

| | 19
| | --

---

The underground deposit is located approximately 210 m to 1,500
metres below surface. A new 5.5 metre diameter shaft is being sunk to the east
of the deposit to a depth of 1,500 metres and will provide for the hoisting of
ore and waste and the supply of ventilation. 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 YD shafts and other existing openings
for ventilation and early works.

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/yr (8,000 tpd) at full production, the underground will have a mine life
of 18 years based on the current reserve. Production from the underground mine
will be phased in during years two and three as the pit becomes exhausted. For
the last 17 years of the currently projected underground mine life, mill feed
will be provided almost exclusively from the underground mine.

The preproduction development requirements comprise 1,500
metres of shaft, 20,670 metres of lateral and 5,170 metres of raises. Lateral
development during operations will average approximately 12,000 metres/yr
including capital, operating and ore categories for the first 12 years of the
underground mine operation. In the last six years of the underground mine life,
the development requirements drop off sharply as the mine is close to being
fully developed. Initial stoping, with truck haulage to surface, began in the
fourth quarter of 2012.

The average underground personnel requirements are estimated to
be 190 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.

Mining Operations

The metallurgical testwork programs considered for this phase
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 (BWI) of 15.6 kWh/t at 100 mesh (106μm) 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 (SAG) circuit with a gravity circuit
followed by flotation. The flotation concentrate is further ground and leached in a conventional carbon-in-leach (CIL). The flotation tailings
are also leached in a CIL circuit. The gold is recovered from the carbon
followed by electro-winning and pouring doré bars.

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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 YD CIL tailings are treated with the SO2/Air cyanide
destruction method.

Exploration and Development

The Young-Davidson mine 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. The underground mine remains in the preproduction phase as the
Company continues to advance underground shaft development.

A significant portion of the 2012 capital budget was focused on
the completion of the surface construction requirements, in particular, the
processing plant, administration building, warehouse, truck shop, assay lab and
other associated infrastructure. In addition to the surface construction,
underground capital development will continue on schedule in order to support
underground ore production ramp-up in 2013. Capital works in 2013 will include
the continued sinking of the Northgate shaft, headframe and hoist construction,
the continued sinking of the MCM shaft, construction of a paste-fill plant, as
well as construction of the Northgate mid-shaft loading facility including
underground crusher, conveyor and loading pocket installations. Total lateral
and vertical development are expected to be 10.3 kilometres and 1.0 kilometres
respectively. Lateral development will consist of continuing to establish the
level drives spaced every 30 metres in the orebody consisting of footwall
drives, drawpoints and stope development between the 9590 level and the 10130
level. Underground development infrastructure will also be established for
permanent underground dewatering stations, underground mobile mechanic shop,
orepass raises, waste pass raises and ventilation raises. Main ramp development
will also continue from 9590 level towards the eventually bottom of the mine at
8900 level. Vertical development will consist establishing the exhaust raise
system from 9800 level to 10190 level and establishing the west and east orepass
systems to 9590 level.

2012 exploration included 33,182 metres of drilling in 39
holes, 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 Zone with
secondary targets being west along strike from the YD deposit, syenite bodies
east of the YD deposit and at depth below the main zone (see press release dated
November 6, 2012). Results of these holes are incorporated in the overall
Mineral Reserve and Mineral Resource estimate.

Exploration in 2013 will focus on drilling (15,000 metres) west
of the main deposit in the West Shirriff area as defined in the press release of
November 6, 2012, as well as geophysical surveys on other parts of the property.

Underground drilling consisted of 47,000 metres in 2012 and
focused on the reserves above 9590 level for definition drilling to support the
mine production plan for 2012 and 2013. A similar amount of definition drilling
metres is planned for 2013 focusing again above the 9590 level to support
increased production rates in 2014.

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, and process plant located on 3,665 hectares encompassed within 19 mineral
concessions.

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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, 780 metres wide, and 280
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.

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 Sonoita, and 170 kilometres southwest of
Tucson, Arizona at UTM geographical coordinates are 412,150E, 3,407,880N (Lat
30°4810N, Long 111°5500W). Caborca, with a population of 70,000, 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.



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 each semester 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 20 titled concessions (4,538 hectares) and 2 concessions
titles in progress (90 hectares) is approximately 900,000 pesos.

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Accessibility, Climate, Local Resources, Infrastructure and
Physiography

El Chanate consists of an open pit mine, crusher, agglomeration
and heap leach pads, process plant and support infrastructure located on
3,675.47 hectares encompassed within 20 mineral concessions.

Equipment and infrastructure include: A three stage crushing
plant, a leach pad and solution holding ponds, three Adsorption, Desorption,
Refinery (ADR) processing plants and a refinery, a mining contractor operation,
a fleet of haul truck, 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.

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 NW 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 Batamonte 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 Sasabe (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
11.0km on a nearly level dirt road through the Ejido 16 de Septiembre and onto
the Escalante cattle ranch where the El Chanate is located.

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 average annual maximum monthly temperature is 45.4°C. The hottest month on
record was July 1998 with an average temperature of 48°C. January is the coldest
month with an average low temperature of -2.2°C. The average annual minimum
temperature is -4.0°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.

History

In July 2010, the operation commenced the use of belt
agglomeration with cement which is added to the crushed ore at El Chanate to
improve the flow of leaching solution. 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 may result in
improvements in leaching time. The Company ordered two agglomeration drums which
arrived on site and are now operational. The use of agglomeration drums will
allow for better mixing of cement and lime with the crushed ore, producing a
consistent quality control of the product. The belt agglomeration was a
temporary measure until the drums were delivered and operational.

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In October 2009, the Company procured additional water rights
at El Chanate that has enabled the drilling of another water supply well. The
new well was completed in October 2010 and will allow for a further increase in
solution flow to the leach pads. In 2012, the Company replaced over 6,800 metres
of 8 diameter water distribution pipes with 16 diameter pipes, which is
expected to result in an increase in the area under leach from the 67% to over
80%.

Geological Setting and Mineralization

El Chanate is located between the northern flank of Sierra El
Batamore 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.

Exploration and Drilling

From 2001 to 2009, Capital Gold (the prior owner of El
Chanate), conducted surface mapping, surface sampling, geophysics, diamond
drilling and RC drilling on the property. The results of this work delineated
anomalous gold mineralization along a NW striking fault zone traceable for 4.5
kilometres on strike and still open at depth. The mineralized zone has been
drill tested by 819 holes for a total of 140,224 metres. There are 754 RC holes
and 65 core holes. The exploration drilling program has been well planned and
carried out in a prudent and careful manner. All drill core and RC chip logging
and sampling has been done by trained and professional personnel. A concerted
effort has been made to ensure good sample quality and has maintained a careful
chain of custody and ensured sample security from the drill rig to the assay
laboratory. The drilling programs adequately define the zone of gold
mineralization and meet industry standards to support a resource estimation. The
deposit remains open in several directions

During 2010, 166 reverse circulation holes totaling
approximately 20,507 metres, were drilled. In 2011, 38,510 metres of reverse
circulation drilling in 177 holes and 5,154 metres of core drilling in 14 holes
were completed.

The 2012 exploration program consisted of 19,606 metres of
reverse circulation drilling in 109 holes and 4,967 metres of core drilling in
13 holes. This program identified two new discoveries 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 newly
discovered 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.

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 Chemex, an ISO
accredited laboratory with facilities in Hermosillo, Mexico (or another
internationally certified laboratory) that performs gold and silver analyses at
its laboratory in Vancouver, British Columbia,

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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.

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 pits to the
processing plant. The recovery of gold from certain gold ores is achieved
through the heap leaching process. Under this method, ore is placed on
impermeable leach pads where it is treated with dilute 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 is
recovered. The processing is a closed circuit, solution is reused, and the
process is designed to be zero discharge. The smaller of the three 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.

In April 2011, after the acquisition by AuRico Gold, an
expansion plan was executed to improve the operation.

For crushing this included 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 PLC control for the crushing and conveying system,
and cameras to monitor choke feed on the tertiary crushers meant an effective
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 PLC
offered an automated start and stop capability to the operator which together
with a new stacker and its 10 meter 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.

Apart from the increase in crushed tonnage, a decision was made
in May of 2011 to stack run-of-mine (ROM) and stockpiled low grade mineral on
designated ROM leach pads accumulating to the end of 2012 to some 5.6 million
tonnes.

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 ADRs.

In order to leach the increased tonnages deposited on the leach
pads, the original single 10 water supply piping was replaced with 16 piping
and additional water rights procured, thus doubling available water volume and
reducing power consumption per m3 by 50%.

All these factors resulted in that with 6.97 million tonnes
crushed, 2012 realized an improvement of 22% over 2011, while of the 5.6 million
tonnes of ROM and low grade presently on the ROM pads, 3.8 million tonnes were
deposited in 2012 alone.

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As was the case in 2012, the focus during 2013 will be the
continuous improvement cycle in safety, operational efficiencies and reliability
of key processes in all four key areas. mine operation; crushing productivity;
ADR performance and leach pad recoveries. In addition, the site will focus on
continuous improvement initiatives relating to: ore fragmentation, screening;
crushing and conveying reliability and availability, ADR process control, and
leach pad irrigation management.

Current Exploration and Development Activities

A 25,000 meters drilling program has been approved for 2013 and
will primarily focus drilling on the Chanate fault trend to the northwest (Rono
area), southeast (Loma Prieta area), definition drilling, and geochemical
sampling on some newly discovered mineralization south of the planned heap leach
pads.

Kemess Underground Project

The Kemess Underground Project is a gold and copper project
located in northern British Columbia, Canada. Open pit mining activities
occurred at Kemess South during the period 1998-2011. Mining activities ceased
in 2011, and the Kemess North deposit has been the subject of a Feasibility
Study completed in March, 2013.

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 ha (80,580 acres). The Kemess South
Mining Lease #354991 is valid until Sept 15, 2027 at which time it may be
renewed for another 15 years, while the other three mining leases are valid
until 2022 and 2029 and 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 continuous operation since 1998.

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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, 2012, an $18.3 million accrued reclamation obligation remained.

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. Many of
these are listed below. Some of the key permits to be obtained include a new
mining permit, shown as M206 below, 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.

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Table of Current PermitsPermit Number
    Description01-7829.01-99
    Finlay Rd01-7829.08-99
    Finlay - Osilinka Rd01-9147.01-99
    Thutade Forest Service Rd01-SS22414-97
    24 Small rd sections, i.e. Nation Dump Rd,
      Modeste Mainline, Blackpine FSR, Manson Dump Rd) Special Use Permits (SUP)
      MOF - Issued February 21, 19980221125
    Radio License - issued March 25, 199709-12586-99
    Radioisotope License10943
    MoTH Road Use Permit (367.3 km to 435.22 km)
      Road Use Permits (RUP) MOF - Issued December 10, 1996110454
    Conditional Water License Kemess Lake110851
    Conditional Water License (East Kemess Creek,
      Serrated Creek. & South Kemess Creek.)AR15157
    Refuse and Air Contaminants from the
      Construction Camp - issued September 9, 1997BCG07761
    Special Waste Consignor Identification Number -
      issued February 18, 1998 Explosives Storage and Use PermitsNumerous
    Boiler operator CertificatesC116035
    Conditional Water License Kemess CreekM206
    Approving Work System & Reclamation ProgramM96-03
    Project Approval Certificate (Issued April 29,
      1996)No. 1168
    Magazine storage for avalanche explosives and
      detonators - issued February 14, 1997No. 682
    The main Magazine storage of explosives and
      detonators - issued January 21, 1998OTH00123
    Gas Permit - issued October 27, 1998, Renewed
      AnnuallyPE 15257
    Air Emissions - pendingPE 15335
    Tailings Storage Facility & Associated
      Works, RBC, Mill & Accommodation Site Runoff & Open Pit Water -
      issued December 8, 1998. (Main Effluent Permit)PR14928
    Refuse to the Ground/Active Waste Rock Dump -
      issued July 29, 1997S17447
    Mine site Access RoadsS22850
    Cheni Mine Road transfer (includes old S13088)S24513
    Power line access roads


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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
kilometers 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 powerline 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° 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 (SWB
mk) occupies the lower elevations between 1,200 metres and 1,500 metres. Most of
the mine is within this Zone. The Alpine Tundra parkland (Atp) subZone occupies
the higher elevations in the mine area.

History

Pacific Ridge Resources Ltd. staked the area of the Kemess
South deposit in 1983. Exploration programs were subsequently carried out by
Pacific Ridge Resources Ltd. and Anaconda Canada Ltd. in 1984; St. Philips
Resources Inc. in 1988 and the Kemess South Joint Venture between El Condor
Resources Ltd. and St. Philips Resources Ltd. from 1990 to 1993. In 1991, Rio
Algom Explorations Inc. 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 (RC) 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 Northgate Exploration
bought the property out of receivership and has operated the property since that
time.

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-goldporphyry 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.

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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 North 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 North 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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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 value. Likewise, surface and airborne
geophysical exploration have contributed little. Since the last work by El
Condor in 1992, there were no surface soil or rock sampling or trenching at
Kemess North. Surface work has been confined to access road and drill site
construction. A regional airborne geophysical program completed in 2003 added to the understanding of the
volcanic and intrusive events in the area. The program had little impact on the
resource estimate for the Kemess North project.

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

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 North area. Various diamond drilling contractors based
out of Smithers, BC 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 (KUG) area 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 KUG resource database contains 146 drill holes for
a total of 67,157 m and an average length of 460 m, with the majority in the
200600 m range. There are a few short holes less than 100 m, while the deepest
hole is 1,206 m.

The broken zone, which presents challenging drilling
conditions, covers much of the property. Historically, drilling an HQ diameter
hole (64 mm core) to act as a casing for NQ (48 mm core), which usually was used
to complete the hole, solved the problem. In rare instances reduction to BQ (37
mm core) was necessary to reach target depth. The core recovery is very high
with an average of ~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. Consequently, drilling since
2001 is the most important exploration activity carried out at Kemess North and
forms the basis of the mineral resource. More than 75% of the assays have been
completed since 2001.

Samples from the Kemess North 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. For HQ core, 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, foremely 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 (AA), following a triple acid digestion. Gold analysis
was completed by standard one assay ton fire assay with AA 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 analysed for by multi-element
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 for the earlier exploration companies including Kennco, Getty, Shell Oil,
and El Condor. 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 Minerals 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 participate 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.

Data Verification

In late June 2011, the Northgate Exploration Group 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.

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 National Instrument 43-101 has been
filed on SEDAR.

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 $23 per ounce for silver and an exchange rate of US$/CDN$1.00, 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

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- 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 (NPV) of $134 million based on a 5% discount
  rate.
- After-tax internal rate of return (IRR) 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.

Current Exploration and Development

Exploration planned for 2013 includes a $5.0 million, 18,000
metre, drillin 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 2013.

Other Mineral Properties

Orion Project

The Orion project is a joint venture between AuRico and 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, which had acquired it through 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
(SMO), 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.

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The area has a documented history of exploration and small
scale mining that can be traced back to the early 1800s. Work by Nayarit Gold
de Mexico (a subsidiary of AuRico) 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 the AIF.

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.

The proposed exploration program for 2013 will test the two
discrete mineralized corridors at greater depth and across a greater strike
length than previously tested.

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

To date, the Company has not paid any dividends on its common
shares. On February 21, 2013, the Company announced an inaugural dividend
policy, whereby the Company will pay 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.

The payment of any dividends will be reviewed periodically by
the Companys directors of the Company 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 is 246,774,879
common shares are issued and outstanding (258,607,628 common shares on a fully
diluted basis) as at the date of this AIF.

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 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.

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The Company also has stock options, warrants and convertible
senior notes outstanding. See the notes to the Companys audited consolidated
financial statements for the year ended December 31, 2012 for additional
information regarding the Companys convertible 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. A
copy of the rights plan is available under the Companys profile on SEDAR at
www.sedar.com. Once put in place, Canadian
securities law requires that the rights plan be reconfirmed by shareholders
every 3 years in order to continue.

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:

|                | TSX   | NYSE 
|--------------- | ----- | -----
|                | High  | Low  
|                | Price | Price
|                | (C$)  | (C$) 
|                |       |      
|March, 2013     | 7.03  | 6.17 
|February, 2013  | 7.28  | 6.32 
|January, 2013   | 8.27  | 6.96 
|December, 2012  | 8.29  | 7.22 
|November, 2012  | 8.49  | 7.46 
|October, 2012   | 8.34  | 6.26 
|September, 2012 | 7.24  | 5.49 
|August, 2012    | 7.09  | 6.18 
|July, 2012      | 8.69  | 6.22 
|June, 2012      | 8.84  | 8.03 
|May, 2012       | 9.19  | 6.86 
|April, 2012     | 9.08  | 7.95 
|March, 2012     | 9.98  | 8.58 
|February, 2012  | 10.06 | 8.76 
|January, 2012   | 9.56  | 8.52 

Prior Sales

The only unlisted securities of the Company that were issued in
2012 were options to purchase common shares in the Company. The number of
options, issue dates and exercise price were as follows:

Date of Grant
    Exercise Price per
    Number ofSecurity (CAD$)
    OptionsFebruary 29, 2012
    $9.63
    246,268March 23, 2012
    $8.68
    175,000March 26, 2012
    $8.72
    30,000April 4, 2012
    $8.96
    30,000April 16, 2012
    $8.69
    30,000May 1, 2012
    $8.61
    25,000May 30, 2012
    $7.97
    10,000


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Date of Grant
    Exercise Price per
    Number ofSecurity (CAD$)
    OptionsJuly 3, 2012
    $8.15
    270,000July 30, 2012
    $6.55
    200,000August 14, 2012
    $6.71
    100,000September 4, 2012
    $6.71
    415,000October 11, 2012
    $7.10
    50,000November 15, 2012
    $8.21
    40,000November 30, 2012
    $7.96
    30,000December 19, 2012
    $8.10
    1,405,000


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 risks and uncertainties.

Uncertainty of Production Estimates

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.

Cost Estimates

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
AuRico's future cash flows, profitability, results of operations and financial
condition.

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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.

Metal Price Volatility

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 the Companys 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 US 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 the Companys ability to
finance the exploration and development of additional properties, which would
have a material adverse effect on the Companys financial condition and results
of operations. A decline in the market prices of gold, silver or copper may also
require the Company to write-down its mineral reserves which would have a
material and adverse effect on its earnings and profitability. Further, if
revenue from gold bullion sales decline, the Company may experience liquidity
difficulties.

Foreign Exchange Rates

The Companys operating results and cash flow are significantly
affected by changes in the US/Canadian dollar and US/Mexican peso exchange
rates. The Companys revenues are denominated in US dollars while most of the
Company's 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 US dollar can increase the costs of production at AuRico's mines, making
these mines less profitable.

Gold and other metals are sold throughout the world principally
in US dollars. Any significant and sustained appreciation of the Mexican peso
and/or Canadian dollar against the US dollar, or of the US dollar against the
Mexican peso and/orCanadian dollar, may materially increase the
Companys costs and reduce revenues on its operations. From time to time, the
Company may use derivative products to mitigate a portion of this foreign
exchange exposure.

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Replacement of Depleted Reserves

AuRico 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.

Mineral Reserves and Mineral Resources Estimates

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. 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 AuRico prepares this AIF 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.

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Foreign Operations

The Companys foreign property interests and operations are
subject to the political risks and uncertainties associated with investment in a
foreign country.

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 favourably 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, labour 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 honour 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 by the
Company of its 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.

Dependence on Two Mines

The El Chanate and the Young-Davidson mines are expected to
account for all of the Companys commercial production in 2013 and are expected
to continue to account for all of the Companys commercial production for the
foreseeable future. Any adverse condition affecting mining or milling conditions
at El Chanate or Young-Davidson could have a material adverse effect on the
Companys financial performance and results of operations. Unless a new mine is
developed or acquired, the Company is expected to be dependent on El Chanate and
Young-Davidson for all of its gold.

Property Rights, Permits and Licensing

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.

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Uncertainties of Title

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.

Uncertainty relating to Exploration and Development Projects

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.
While discovery of additional ore-bearing structures may result in substantial
rewards, 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.

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 of 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;

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- 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 regulations;
- Title claims, including aboriginal land claims;
- Fluctuations in prices of precious metals; and
- Accidents, labour 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.

With respect to the Kemess Underground Project, the Company
believes that the assumptions and methodologies used in formulating the mine and
processing plans for the Kemess Underground project and the estimated costs and
timing related thereto, as outlined in the Kemess Underground Project Technical
Report, are reasonable and that the Kemess Underground project can generally be
developed within the parameters, and will achieve the results, set out in the
Technical Report. However, there may be circumstances beyond the Companys
control that may require the Company to alter the development plan and
methodologies envisaged and there can be no assurance that the anticipated costs
or the results set out therein will be achieved.

Aboriginal Title

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

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, labour 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.

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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.

Environmental Laws and Regulations

The Companys activities are subject to environmental laws and
regulations that may increase the Companys 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. Reclamation costs are uncertain and planned expenditures may differ
from the actual expenditures required.

Land Reclamation Requirements

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. If the Company is required to carry out
unanticipated reclamation work, its financial position could be adversely
affected.

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Capital Investment

The Company may require significant external financing 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.

Dependence on Key Personnel

The success of the Company is heavily dependent on its key
personnel and on its ability to motivate, retain and attract highly skilled
persons. The competition for qualified personnel in the mining industry is
currently intense. In order to attract and retain its key personnel, the Company
has sought to provide its personnel with challenging work and a variety of
opportunities for advancement through growth and expansion of the Company's
business, and through equity participation.

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 to increase demands on its
operating and financial systems, as well as to 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 additional qualified personnel to manage its anticipated growth and
hire enough additional operations personnel. The failure to attract and retain
such qualified personnel to manage growth effectively, particularly those
situated in the regions in which the Company operates, could have a material
adverse effect on the Companys business, financial condition or results of
operations. In some case

Labour and Employment Matters

Exploration, development and production at the Companys mining
operations are dependent upon the efforts of the Companys employees and the
Companys relations with the employees and labour 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.

Share Price Volatility

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, including:

- The price of gold and other metals;

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- 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.

Increased Competition and Costs

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 than the Company. The Company
may also encounter increasing competition from other mining companies in its
efforts to hire experienced mining professionals. Increased competition could
also adversely affect the Companys ability to attract necessary capital funding
in the future.

Strong gold and other metal prices have encouraged 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.

Conflicts of Interest

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 a directors or officers of the
Company and their duties as a directors or officers of these other companies.
Any decision made by any of such directors and officers involving the Company is
required to be made in accordance with their legal duties and obligations. Each
of the directors is required to declare and refrain from voting on any matter in
which such directors may have a conflict of interest in accordance with
applicable laws.

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Mining Risks and Insurance

Mining is inherently dangerous and subject to conditions or
events beyond the Companys control, which could have a material adverse effect
on the Companys 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;
- Structural cave-ins or slides;
- Seismic activity;
- Flooding;
- Fires;
- Periodic interruptions due to inclement or hazardous weather conditions;
- Variations in grade, deposit size, density and other geological problems;
- Mechanical equipment performance problems;
- Unavailability of materials and equipment including fuel;
- Labour force disruptions;
- Unanticipated or significant changes in the costs of supplies including,
  but not limited to, petroleum; and
- Unanticipated transportation costs.

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.

Dilution

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.

Absence of Hedging

Because the Company does not currently intend to use forward
sales arrangements to protect against low commodity prices, the Companys
operating results are exposed to the impact of any significant drop in commodity
prices.

The Company does not currently intend to enter into forward
sales arrangements to reduce the risk of exposure to volatility in commodity
prices. Accordingly, the Companys future operations are exposed to the impact of any significant decrease in commodity prices. If
such prices decrease significantly at a time when the Company is producing, the
Company would realize reduced revenues. While it is currently not the Companys
intention to enter into forward sales arrangements, the Company is not
restricted from entering into forward sales arrangements at a future date.

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Legal

The Company is subject to various existing and potential legal
claims and complaints, including unexpected environmental remediation costs,
arising out of the normal course of business. While the Company believes that
unfavourable decisions in any pending procedures or the threat of procedures
related to any future assessment, or any amount it might be required to pay,
will not have a material adverse effect on the Companys financial condition,
there is a risk that if such decisions 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. See Legal Proceedings,below.

Failures in Internal Control Procedures

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 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.

Future acquisitions of companies, if any, may provide the
Company with challenges in implementing the required processes, procedures and
controls in its acquired operations. Acquired companies may not have disclosure
controls and procedures or internal control over financial reporting that are as
thorough or effective as those required by securities laws currently applicable
to the Company.

No evaluation can provide complete assurance that the Companys
internal control over financial reporting will detect or uncover all failures of
persons within the Company to disclose material information otherwise required
to be reported. The effectiveness of the Companys control and procedures could
also be limited by simple errors or faulty judgments. In addition, as the
Company expands, the challenges involved in implementing appropriate internal
controls over financial reporting will increase and will require that the
Company continue to improve its internal controls over financial reporting.
Although the Company intends to devote substantial time and incur substantial
costs, as necessary, to ensure ongoing compliance, the Company cannot be certain
that it will be successful in complying with Section 404 of SOX and equivalent
Canadian legislation.

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CORPORATE GOVERNANCE

Directors

Each of our directors holds office until our next annual
meeting of shareholders or until a successor is appointed. The following are the
directors of the Company as at April 1, 2013:

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COLINK.BENNERBritish Columbia, Canada Director and Chairman since 2010, and
Executive Chairman since 2012

Member of:●Sustainability Committee

Mr. Colin K. Benner, P.Eng, ICD-DP, is an experienced mining
executive with more than 40 years in the mining industry in senior management
and executive roles in Canada and internationally. He was most recently Interim
CEO of HudBay Minerals Inc, Executive Chairman of PBS Coals Limited, Vice
Chairman and CEO of Skye Resources and previously Vice Chairman and CEO of
Lundin Mining Corporation as well as EuroZinc Mining Corporation. Mr. Benner
also currently serves on several other boards in the mining industry. He is a
member of the Association of Professional Engineers of Ontario, the Canadian
Society of Professional Engineers as well as a member of the Association of
Professional Engineers and Geoscientists of British Columbia, the Association of
Professional Engineers and Geoscientists of Nunavut, the Society of Mining
Engineers of the AIME and the Canadian Institute of Mining. Mr. Benner is also a
Registered ICD-DP.

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LUISM.CHAVEZHermosillo, Mexico Director since 2007

Dr. Luis Chavez is the Senior Vice President, Mexico and a
corporate Director. 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 holds a Master of Science degree in Mineral Economics
(1978) from Penn State University, and a PhD degree in Energy and Mineral
Economics (1982) from the University of Arizona. He has a Business
Administration Degree (1989) from the Pan-American Business Institute in
Monterrey, Mexico. Dr. Chavez has attended and lectured several short courses
and seminars, in topics related to the mining industry. Dr. Chavez served as
General Director of the Mexican Geological Survey (1994-2000) and is the author
of the National Mapping Program and the creator of the largest geology and
mining data bank 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 with the objective of developing rational and sustainable
development policies and strategies to maximize energy and mineral resources
value. From 2002 to 2006, he was Secretary General for the Mexican Mining
Directors and was also President of the Mexican Institute for Environmental
Management.

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RICHARDM.COLTERJOHNOntario, Canada Director
(Independent) since 2010

Member of:●Audit Committee ●Nominating
and Corporate Governance Committee

Mr. Richard Colterjohn, B. Comm., MBA, has been a Managing
Partner of Glencoban Capital Management Inc., a merchant banking firm, since
2002. He has over 20 years of involvement in the mining sector, as an investment
banker, director and operator. Prior to co-founding Glencoban Capital, he served as a Managing Director at UBS Bunting Warburg from
1992 to 2002, where he was Head of Mining Sector investment banking activities
in Canada. In 2004, he founded Centenario Copper Corporation and served as the
President and CEO and a director, until the sale of the company in 2009. Mr.
Colterjohn has served on the boards of 6 additional publicly traded mining
companies, including: Canico Resource Corp (2003-2005); Cumberland Resources
Ltd. (2003-2007); Viceroy Exploration Ltd. (2004-2006); Explorator Resources
Ltd. (2009-2011); MAG Silver Corp. (2007ongoing) and Roxgold Inc.
(2012-ongoing).

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MARKDANIELOntario,
Canada Director (Independent) since 2011

Member of:●Nominating and Corporate Governance
Committee ●Compensation Committee

Mr. Mark Daniel is a corporate director. Mr. Daniel worked with
the Bank of Canada and a number of other federal agencies prior to joining the
Conference Board of Canada in 1979. During his 15-year career with the
Conference Board, he benchmarked leadership and management practices in some of
the most successful companies in North America, Europe and Japan. Mr. Daniel
joined Vale Inco (formerly CVRD Inco) in 1996, retiring as Vice President, Human
Resources in 2007. Since that time, he has consulted with organizations on
performance improvement, executive development, succession planning and
organization design. Mr. Daniel holds a PhD in economics from the University of
Minnesota.

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PATRICKD.DOWNEYOntario, Canada Director (Independent) since 2011

Member of:●Audit Committee ●Nominating
and Corporate Governance Committee

Mr. Patrick Downey, CPA CA, ICD.D, is a corporate director who
has been involved the copper and gold mining industry throughout most of his
most of his 35 year career. Mr Downey has been an executive and director of a
number of public resource companies and was the Chief Financial Officer of
Northgate Minerals Corp. for four years and retired as President and CEO in
1994. He is an Institute of Corporate Directors certified director and a member
of the Ontario Chapter of the Canadian Institute of Chartered Accountants. He
holds an Hons. B. Comm. degree from Laurentian University.

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ALANR.EDWARDSColorado, USA Director (Independent) since 2010

Member of:●Compensation Committee
●Sustainability Committee

Mr. Alan Edwards is a mining professional with over 30 years of
diverse mining industry experience. Mr. Edwards has a Bachelor of Science Degree
in Mining Engineering and an MBA (Finance), both from the University of Arizona.
He initially worked for Phelps Dodge Corporation for 15 years where he held
positions of increasing responsibility, including General Manager of Operations,
Chino Mines Company. Mr. Edwards is currently the CEO of Oracle Mining
Corporation. From December 2009 to June 2011, Mr. Edwards held the position of
President, Chief Executive Officer of Copper One Inc., and from December 2009 to February 2013, he was also a director. From 2007 to
2009, Mr. Edwards held the position of President, Chief Executive Officer and
Director of Frontera Copper Corporation. From 2004 to 2007, Mr. Edwards held the
position of Executive Vice President and Chief Operating Officer at Apex Silver
Mines Corporation where he was responsible for the engineering, construction and
commissioning of the San Cristobal project in Bolivia. From 1996 to 2000, Mr.
Edwards worked for Cyprus Amax Minerals Company where he rose to the position of
President/General Manager of Sociedad Minera Cerro Verde S.A. in Peru. Prior to
joining Apex Silver Mines, he held senior operating positions with P.T. Freeport
Indonesia and Kinross Gold Corporation.

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SCOTTG.PERRYOntario, Canada Director since 2012

Mr. Scott Perry is the President and Chief Executive Officer of
the Company. Prior to this, he served as AuRicos Executive Vice President and
Chief Financial Officer for over four years. Prior to joining AuRico, he was the
Chief Financial Officer (seconded from Barrick Gold Corporation) for Highland
Gold Mining Ltd., 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. Mr. Perry also led Highland Golds
business and corporate development initiatives. Before being seconded to
Highland Gold, Scott 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.

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RONALDSMITHNova
Scotia, Canada Director (Independent) since 2009 and Lead Director since
2012

Member of:●Audit Committee
●Compensation Committee

Mr. Ronald Smith, FCA, ICD.D, is a corporate director with an
extensive background in the financial, telecommunications and energy sectors. A
former Chief Financial Officer with Aliant Telecom Incorporated and its
predecessor, Maritime Telephone & Telegraph Limited, he later served as
Senior Vice President and Chief Financial Officer of Emera Incorporated and its
major subsidiary, Nova Scotia Power Incorporated. Mr. Smith serves on the Board
of Governors of Acadia University, where he is a past Chair, and on the national
board of The Arthritis Society, where he is Treasurer. He is the Board Chair of
Public Service Superannuation Plan Trustee Inc. which oversees the public
service pension plan in Nova Scotia and also serves as an advisor to the board
of Nova Scotia Health Employees Pension Plan which oversees the pension plan of
both public and private health care providers in that province. Mr. Smith has
previously served on the Canada Pension Plan Investment Board and the Accounting
Standards Oversight Council. He is a former National President of the Canadian
Association for Community Living and a former Chair of the Atlantic Provinces
Economic Council.

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JOSEPHG.SPITERIOntario, Canada Director (Independent) since 2012

Member of:●Sustainability Committee

Mr. Joseph Spiteri is Principal of a private mining consultancy
firm and previously served as a Director of AuRico from May 2010 to October 2011. He has 35 years of experience in advanced-stage exploration, feasibility,
construction, operations and acquisitions. Prior to becoming a consultant, Joe
held senior management or executive positions with Dome Mines Group, Placer Dome
Incorporated, Northgate Explorations Limited, Lac Minerals Limited and Campbell
Resources Incorporated. Mr. Spiteri obtained his Bachelor of Science Degree from
the University of Toronto in 1976. Between 1982 and 1984, Mr. Spiteri completed
graduate level business courses, on a part-time and correspondence basis from
Laurentian University and Dalhousie University. He is a member of The Canadian
Institute of Mining and The Association of Professional Geoscientists of
Ontario.

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 April 1, 2013:

---

CHRISBOSTWICKOntario,
Canada Senior Vice President, Technical Services since 2009

Mr. Chris Bostwick is AuRico's Senior Vice President, Technical
Services. He brings over 25 years of experience in the global mining industry,
19 of which were spent with Barrick Gold Corporation in various roles. Mr.
Bostwick has extensive experience in operations, engineering, maintenance,
strategic planning, and project evaluation and development gained in North and
South America, Africa, and Russia. Prior to joining AuRico, Chris had been
seconded from Barrick to Highland Gold Mining Ltd, where he led the Capital
Projects and Technical Services groups for Highland's three development projects
and one operating mine in Russia. Prior to that, he served as Barrick's Director
of Evaluations and Capital Projects, working in the corporate development and
technical services groups on mergers, acquisitions, and feasibility studies.
Chris also spent nine years at Barrick's flagship Goldstrike operation in
Nevada. Chris has a BSc 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 19 years of international finance and mining
experience. Most recently he was the Vice President of Finance, Operations and
Projects for Kinross Gold Corporation, a position he held since 2009. Prior to
that, Mr. Chausse 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. Robert received his Chartered Accountant
designation in 1990.

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ANNEDAYOntario, Canada
Vice President, Investor Relations and Communications

Ms. Anne Day is AuRicos Vice President of Investor Relations
and Communications. Prior to this, she served as AuRicos Director, Investor
Relations for over five years. She brings over 16 years of experience in
investor relations, primarily in the mining sector. As part of the senior
executive team, Anne 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, Anne held senior IR roles with
Nexient Learning and Etruscan Resources. Anne holds a BComm degree (Marketing)
and an MBA (Finance) from Saint Marys University.

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PETERMACPHAILOntario, 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. Peter holds
over 25 years of solid operational experience in both Canada and Australia.
While at Northgate, Peter had overall operations management responsibility for
the Kemess, Fosterville and Stawell mines, as well as the Young-Davidson mine
project. Prior to joining Northgate, Peter held increasingly senior roles at
Noranda, Teck, Homestake and Barrick. Peter holds a BASc degree in Mineral
Engineering (1985) 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
12 years of experience in the mining industry. He previously worked as a
securities and M&A lawyer at Stikeman Elliott LLP, one of Canadas leading
transactional law firms. Prior to joining AuRico, he held increasingly senior
roles at the corporate head offices of Barrick Gold, Sherritt International and
North American Palladium. His responsibilities over that period included
oversight of the legal, government relations, human resources, and corporate
development functions. Mr. Mell holds a B.A., B.C.L. (with distinction) and LL.B
(with distinction) from McGill University, a LL.M 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 National
Instrument 43-101.

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CHARLENEMILNERNova
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, Charlene worked for eight years at Grant Thornton LLP, where she
obtained her Chartered Accountant designation. She also holds a Bachelor of
Commerce from Dalhousie University.

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CHRISRICHTEROntario,
Canada Senior Vice President, Corporate Development

Mr. Chris Richter is Senior Vice President of Corporate
Development. Mr. Richter joined AuRico Gold in May 2010 as Vice President,
Corporate Development, and has over 10 years experience in the mining industry
leading M&A, strategy, and capital allocation efforts. Prior to joining
AuRico, Mr. Richter spent 7 years working for Barrick Gold Corporation. As part
of the Corporate Development team at Barrick Gold Mr. Richter advanced numerous
acquisitions, including the $10.4 billion acquisition of Placer Dome. In 2009,
Mr. Richter contributed to the design of the newly created Capital Allocation,
Strategy and Risk Group at Barrick Gold. 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. Mr. Richter is also a CFA charter holder.

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CHRISROCKINGHAMOntario, 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. Chris
held the position of Vice President of Exploration and Business Development with
Northgate Minerals for eight years prior to its amalgamation with AuRico Gold.
In this role he 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. Chris also played a key role in building community support
for the development of the mine with the negotiation and implementation of the
Impact Benefits Agreement with the affected First Nations. Chris has an MSc
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 672,232 common shares
(4,775,940 common shares if all options, performance share units and deferred
share units held by them are exercised), representing 0.27% of the currently
outstanding common shares (1.94% current outstanding common shares if all
options, performance share units and deferred share units held by them are
exercised) and 0.26% of the common shares on a fully diluted basis (1.85%
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.

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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, except as noted below, 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.                                                                                                                                                                                   

Colin K. Benner was formerly a director of Tahera Diamond
Corporation, a diamond mining company previously listed on the TSX until it was
de-listed in November 2009. In 2008, the Ontario Superior Court of Justice
issued an order granting Tahera and its subsidiary creditor protection under the
Companies Creditors Arrangement Act.

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

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.

AUDIT COMMITTEE

Audit Committee Mandate

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

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Composition

The Audit Committee is comprised entirely of independent
directors: Ronald Smith, Patrick Downey and Richard Colterjohn. There were five
meetings of the Audit Committee in 2012. All of the members of the Committee
attended all of the meetings held in 2012.

All of the members of the 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 CICA, the
Ontario Institute of Chartered Accountants and the Ontario Chapter of the ICD.
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.

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, 2012 and 2011 for professional
services rendered to AuRico:

Financial Year Ending
    Audit Fees**(1)**
    Audit Related**Fees (2)**
    Tax Fees (3)
    All Other FeesDecember 31, 2012(4)
    $800,530
    $Nil
    $237,990
    $NilDecember 31, 2011(4)
    $895,540
    $Nil
    $184,385
    $Nil


|Notes:
|------
|1.    
|2.    
|3.    
|4.    

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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, 2012 and to the date of this AIF, except the following:

In December 2012, AuRico completed the sale of the Ocampo mine
and adjacent exploration projects Venus and Los Jarros, located in Chihuahua,
Mexico, to Minera Frisco, S.A.B. de C.V. In conjunction with that transaction,
AuRico also sold a 50% interest in the Orion gold and silver project in Nayarit,
Mexico. The Company has retained a 50% interest in Orion and is now a joint
venture partner with Minera Frisco on this project.

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.

On October 5, 2012, the Company entered into a settlement
agreement, providing for payment of CAD$13.25 million to the settlement class.
The settlement agreement does not contain any admission of wrongdoing and is
subject to approval of the court, which is anticipated in early 2013, and the
right of the Company to terminate the agreement under certain circumstances.

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 1500 University Street, Suite 700, Montreal, Quebec,
H3A 3S8.

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;
- Chris Sharpe, P. Eng, Manager Mining, AuRico Gold Inc;
- Gordon Skrecky, P. Eng, Kemess Project Manager, AuRico Gold Inc;

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- 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, 2012, which are filed on SEDAR at www.sedar.com.

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 AUDIT COMMITTEE MANDATE

The Audit Committee (the Committee) has the responsibilities
and duties as outlined below:

Mandate

The mandate of the Audit Committee is to perform such duties as
may be required by applicable legislation and regulations and to assist the
Board of Directors in fulfilling its oversight responsibilities for:

- The integrity of the financial statements;
- Compliance with legal and regulatory requirements relating to financial
  disclosure;
- Oversight of internal audits scope and performance;
- Oversight of external auditors independence, performance and fees;
- Monitoring of principal risks that could impact financial reporting,
  including financial risks to the Company;
- Oversight over the system of internal control for financial reporting; and
- Monitoring the effectiveness of the Companys disclosure controls and
  procedures.

The Committee will also perform such other duties as may be
assigned to the Audit Committee by the Board.

Composition

The Committee shall be composed of three or more directors,
appointed by the Board on the recommendation of the Nominating and Corporate
Governance Committee. All members of the Audit Committee shall be financially
literate (as defined by applicable legislation).

All members must be independent. Independence of the Board
members will be defined with applicable legislation and at a minimum each
Committee member shall have no direct or indirect relationship with the Company
which in the view of the Board could reasonably interfere with the exercise of a
members independent judgment except as otherwise permitted by applicable laws.
No members of the Committee shall an officer or employee of the Company.

If an Audit Committee member ceases to be independent for
reasons outside the members reasonable control, the member shall promptly
tender their resignation to the Chair of the Nominating and Corporate Governance
Committee.

Members are reappointed annually by the Board upon the
recommendation of the Nominating and Corporate Governance Committee, with such
appointments to take effect following the Annual General Meeting of
shareholders. Members shall hold office until the earlier of the time which
their successors are appointed or they cease to be directors of the Company.
Vacancies of members of the Audit Committee may be filled for the remainder of
the current term of appointment by the Board.

Authority

The Committee has the authority to:

- Conduct or authorize investigations into any matters within its scope of
  responsibility;
- Appoint, compensate, and oversee the work of any registered public
  accounting firm employed by the organization;
- At the Companys expense, as determined by the Committee, retain
  independent counsel, accountants, or others to advise the Committee or assist
  in carrying out its duties or assist in the conduct of an investigation;
- Meet with management, external auditors, or outside counsel, as necessary;
  and
- Call a meeting of the Board to consider any matter of concern to the Audit
  Committee.

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Meetings

Meetings of the Audit Committee may be called by the Committee
chairman, any member of the Audit Committee or the external auditor. The time
and place of meetings of the Committee and the procedure at such meetings shall
be determined from time to time by the members thereof provided that:

- A quorum for meetings shall be the majority of the members, present in
  person or by telephone or other telecommunication device;
- The Committee shall meet quarterly or more frequently as circumstances
  dictate; and
- Notice of the time and place of every meeting shall be given in writing or
  by telephone, facsimile, email or other electronic communication to each
  member of the Committee at least 24 hours in advance of such meeting, provided
  however, that a member may in any matter waive a notice of meeting. Attendance
  of a member at a meeting is a waiver of notice of meeting, except where a
  member attends a meeting for the express purpose of objecting to the
  transaction of any business on the grounds that the meeting is not lawfully
  called.

The external auditors shall be invited to attend and be heard
at every Audit Committee meeting, and have the opportunity to discuss matters in
camera with the Audit Committee without the presence of management at each
meeting. Meeting minutes shall be recorded and maintained as directed by the
Committee chairman.

Responsibilities

|1. | As required by the Board, the external auditor shall
      report directly to the Audit Committee.
|-- | --------------------------------------------------------------------------------------------------
|   |                                                                                                   
|2. | The Audit Committee shall make recommendation to the
      Board of Directors with respect to:    

- The appointment of an external auditor purposes of preparing or issuing an
  auditors report or performing other audit, review or attest services for the
  Company; and
- The compensation of the external auditor.

|3. | The Audit Committee is directly responsible for
      overseeing the work of the external auditor engaged for the purpose of
      preparing or issuing the Auditors Report or performing other audit,
      review or attest services for the Company, including the resolution of
      disagreements between management and the external auditor regarding
      financial reporting.                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | The Audit Committee must pre-approve all non-audit
      services to be provided to the Company or its subsidiary entities by the
      Companys external auditor. The Audit Committee has delegated to the
      Committee chairman the authority to pre-approve the non-audit services,
      with such pre-approval presented to the Audit Committee at the next
      scheduled Audit Committee meeting following such pre- approval.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | De minimisnon-audit services satisfy the
      pre-approval requirement provided:                                                                                                                                                                                                                                                                                                                                                         

- The aggregate amount of all such non-audit services that were not
  pre-approved is reasonably expected to constitute no more that 5% of the total
  audit fees paid by the Company and its subsidiaries to the Companys external
  auditor during the fiscal year in which the services are provided;
- The Company or its subsidiaries, as the case may be, did not recognize the
  services as non-audit services at the time of the engagement; and
- The services are promptly brought to the attention of and approved by the
  Audit Committee prior to the completion of the audit.

|   | The Audit Committee has instructed management that, to
      obtain pre-approval, management must detail the work to be performed by
      the external auditor and obtain the assurance from the external auditor
      that the proposed work does not impair their independence.                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | The Audit Committee shall review and recommend to the
      Board approval of the Companys interim and annual financial statements,
      MD&A and related press releases prior to the disclosure of this
      information. It shall ensure that adequate procedures are in place for the
      review of financial information extracted or derived from the Companys
      financial statements, contained in the Companys other financial disclosures and shall
      periodically assess the adequacy of those procedures.

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|6. | The Audit Committee must establish procedures
  for:
|-- | ----------------------------------------------------

- Receipt, retention and treatment of complaints received by the Company
  regarding accounting, internal controls or auditing matters; and
- Confidential, anonymous submission by employees of the Company of concerns
  regarding questionable accounting or auditing matters.

|7.  | The Audit Committee shall review and approve any proposed
      hiring by the Company of partners, employees and former partners and
      employees of the present and former external auditor of the
  Company.                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.  | The Audit Committee shall undertake a process to review
      all financial risks of the business and oversee the review and evaluation
      of all appropriate risk management techniques. This will involve enquiry
      of management regarding how financial risks are managed as well as
      opinions from management and others regarding the degree of integrity of
      the financial risk mitigation strategies.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.  | The Audit Committee shall report to the Board on the
      proceedings and recommendations arising from each meeting at the next
      regularly scheduled Board meeting.                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10. | The Audit Committee shall obtain comfort that the
      Companys AIF contains the disclosure required by National Instrument
      52-110  Audit Committees.                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|11. | The Audit Committee shall annually assess their
      performance against the stated requirements set out within this
      mandate.                                                                                                                                                                                                                                                                                          

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