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Last updated on April 17, 2014 at 21:23 EDT

AuRico Gold Completes Acquisition of Northgate Minerals Corporation

October 26, 2011

TORONTO, Oct. 26, 2011 /PRNewswire/ – AuRico Gold Inc. (TSX:AUQ) (NYSE:AUQ) (“AuRico”) is pleased to announce that it has completed its previously announced
acquisition of Northgate Minerals Corporation (TSX:NGX) (NYSE-Amex:NXG)
(“Northgate”).

With the completion of this strategic acquisition, AuRico is now
positioned as a new leading intermediate gold producer with five
operating mines and Young-Davidson targeting production at the end of
Q1 2012. Ocampo and Young-Davidson alone have the potential to produce
over 500,000 gold equivalent ounces at lowest quartile cash costs. With
a strong balance sheet and a robust and growing cash flow profile, the
new company is led by an experienced management team with a proven
track record of creating value in the industry.

“We are pleased to complete this transformational acquisition and begin
to leverage the potential of our expanded asset base. The combination
of our key assets significantly expands our production profile and
establishes the company as a leading intermediate, low cost producer
with a substantial growth platform and a compelling valuation
opportunity,” stated Rene Marion, President and Chief Executive Officer
of AuRico.

The acquisition was carried out by way of a plan of arrangement pursuant
to the provisions of the Business Corporations Act (British Columbia)
and was approved by the Supreme Court of British Columbia. 
Shareholders of both AuRico and Northgate voted overwhelmingly in
favour to approve AuRico’s acquisition of Northgate at their respective
special meetings of shareholders each held on October 24, 2011. Under
the terms of the acquisition, AuRico, among other things, acquired all
of the issued and outstanding common shares of Northgate on the basis
of 0.365 AuRico common shares for each common share of Northgate. In
connection with the acquisition, AuRico will amalgamate with Northgate
and Northgate will be delisted from trading on the TSX and NYSE Amex
effective Wednesday, October 26, 2011.

AuRico’s lead financial advisor for the transaction was UBS Securities
Canada Inc. and AuRico’s legal counsel was Fasken Martineau DuMoulin
LLP. UBS Securities Canada Inc. provided a fairness opinion to the
Board of Directors of AuRico.

Northgate’s lead financial advisor for the transaction was GMP
Securities L.P. and Northgate’s legal counsel was Torys LLP. GMP
Securities L.P. and Macquarie Capital Markets Canada Ltd. provided
fairness opinions to the Special Committee and Board of Directors of
Northgate.

About AuRico Gold:

AuRico Gold is a leading intermediate Canadian gold and silver producer
with a diversified portfolio of high quality mines and projects in
Canada, Mexico and Australia. The Company currently has five operating
properties including the Ocampo mine in Chihuahua State, the El Chanate
mine in Sonora State, the El Cubo mine in Guanajuato State, as well as
the Fosterville and Stawell gold mines in Victoria, Australia. The
first production from the exciting Young-Davidson gold mine in northern
Ontario is expected by the end of Q1 2012 as the mine ramps up
production to over 200,000 ounces of annual production by 2014.
AuRico’s strong pipeline of development and exploration stage projects
includes advanced development properties in Mexico and British Columbia
and several highly prospective exploration properties in Mexico.
AuRico’s head office is located in Toronto, Ontario, Canada.

Cautionary Statement

Cautionary Note to US Investors – The United States Securities and
Exchange Commission (the “SEC”) permits US mining companies, in their
filings with the SEC, to disclose only those mineral deposits that a
company can economically and legally extract or produce. This press
release uses certain terms, such as “measured”, “indicated” and
“inferred” “resources”, that the SEC guidelines strictly prohibit US
registered companies from including in their filings with the SEC. US
investors are urged to consider closely the disclosure in AuRico’s
Annual Report on Form 40-F, which may be secured from AuRico or from
the SEC’s website at
http://www.sec.gov.

No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.

Certain statements included herein, including information as to the
future financial or operating performance of AuRico or Northgate, their
respective subsidiaries and their respective projects, constitute
forward-looking statements. The words ”believe”, ”expect”,
”anticipate”, ”target”, ”continue”, ”estimate”, ”may”, and
similar expressions identify forward-looking statements.
Forward-looking statements include, among other things, statements
regarding the anticipated closing of the AuRico-Northgate transaction
and the timing thereof, the anticipated benefits of the
AuRico-Northgate transaction including the ability to create value
therefrom anticipated future financial and operational performance, the
future price of gold and silver and the ratio of their prices, the
de-risking of operations, future exploration results of its exploration
and development programs and the success of AuRico or Northgate’s
exploration approaches, AuRico or Northgate’s ability to delineate
additional resources and reserves as a result of such programs,
statements regarding their respective financial exposure to litigation,
targets, estimates and assumptions in respect of gold and silver
production and prices, operating costs, results and capital
expenditures, mineral reserves and mineral resources and anticipated
grades, recovery rates, future financial or operating performance,
margins, operating and exploration expenditures, costs and timing of
completion of the Ocampo expansion program and improvements to the heap
leach pad, costs and timing of the development and commencement of
production of new deposits, costs and timing of construction, costs and
timing of future exploration and reclamation expenses, including
anticipated 2011 results, operating performance projections for 2011,
AuRico or Northgate’s ability to fully fund their respective business
model internally, 2011 gold and silver production and the cash and
operating costs associated therewith, the ability to achieve
productivity and operational efficiencies, and the timing of each
thereof. Forward-looking statements are necessarily based upon a number
of estimates and assumptions that, while considered reasonable by the
Company, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies. The
operating and financial performance of the Company will be affected by
changes in the actual gold equivalency ratio realized in 2011. Many
factors could cause the Company’s actual results to differ materially
from those expressed or implied in any forward-looking statements made
by, or on behalf of, AuRico or Northgate. Such factors include, among
others, known and unknown uncertainties and risks relating to
additional funding requirements, reserve and resource estimates,
commodity prices, hedging activities, exploration, development and
operating risks, illegal miners, political and foreign risk,
uninsurable risks, competition, limited mining operations, production
risks, environmental regulation and liability, government regulation,
currency fluctuations, recent losses and write-downs, restrictions in
any of AuRico and Northgate’s loan facilities, dependence on key
employees, possible variations of ore grade or recovery rates, failure
of plant, equipment or process to operate as anticipated, accidents and
labour disputes. Investors are cautioned that forward-looking
statements are not guarantees of future performance and, accordingly,
investors are cautioned not to put undue reliance on forward-looking
statements due to the inherent uncertainty therein.

This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, and shall not
constitute an offer, solicitation or sale in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful.  The
securities to be offered by AuRico have not been and will not be
registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”), or any state securities laws and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the U.S.
Securities Act.  AuRico intends to offer and sell its securities in the
United States pursuant to the exemption from registration set forth in
Section 3(a)(10) of the U.S. Securities Act.

SOURCE AuRico Gold Inc.


Source: PR Newswire