AuRico Metals Announces Adoption of Shareholder Rights Plan and Waives Restriction on Alamos Gold from Acquiring Shares

TORONTO, Aug. 5, 2015 /CNW/ - AuRico Metals Inc. (TSX: AMI),("AuRico Metals" or the "Company") today announced that its Board of Directors has approved the adoption of a Shareholder Rights Plan (the "Rights Plan"), effective Wednesday, August 5, 2015 (the "Effective Date").

The purpose of the Rights Plan is to protect shareholders from coercive take-over strategies and to give the Board of Directors adequate time to identify, develop and negotiate alternative strategies in response to any unsolicited take-over bid made for AuRico Metals' common shares without undue pressure.  The Rights Plan is intended to prevent the acquisition of more than 20% of the outstanding common shares of AuRico Metals or the entering into of arrangements or relationships that have a similar effect, without the Board of Directors having had the opportunity to review, evaluate and, if appropriate, pursue other alternatives to maximize shareholder value.

Under the terms of the Shareholder Rights Plan, one right has been issued with respect to each common share of AuRico Metals issued and outstanding as of the Effective Date and one right will also be issued with respect to each common share subsequently issued. The Rights Plan is similar to other plans adopted by many Canadian mining companies. 

The Shareholder Rights Plan was not adopted in response to any specific proposal or intention to acquire control of AuRico Metals and is not intended to block take-over bids.  The Toronto Stock Exchange has accepted notice for filing of the Rights Plan subject to the Rights Plan being ratified by shareholders within six months of the Effective Date.

In connection with the implementation of the Shareholder Rights Plan, AuRico Metals has agreed with Alamos Gold ("Alamos") to waive the restriction on Alamos from acquiring more than 5% of AuRico Metals' shares.

A complete copy of the Shareholder Rights Plan will be available on SEDAR at www.sedar.com.

About AuRico Metals

AuRico Metals is a mining royalty and development company whose cornerstone assets include a 1.5% NSR on the Young-Davidson Gold Mine, located in Ontario, Canada, a 2% NSR on the Fosterville Mine, located in Victoria, Australia, and 100% ownership of the advanced Kemess gold-copper Project in British Columbia, Canada. AuRico Metals' goal is to deliver sustained value creation for the company's many stakeholders. AuRico Metals' head office is located in Toronto, Ontario, Canada.

Cautionary Statement

This press release contains forward-looking statements and forward-looking information as defined under 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" and similar expressions identify forward-looking statements. Forward-looking statements include information as to strategy, plans or future financial or operating performance, such as the Company's development plans, project timelines, operating plans, projected cash flows or capital expenditures, cost estimates, projected exploration results, reserve and resource estimates and other statements that express management's expectations or estimates of future performance, including results of shareholder meetings. Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by management, are inherently subject to significant uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements, including: uncertainty of production and cost estimates; fluctuations in the prices of gold, copper, and foreign exchange rates; the uncertainty of resources ultimately being converted to reserves  and the possible recalculation or reduction of reserves and resources; the risk that financing for the construction of Kemess Underground is not available; the risk that potential future mining operations at Kemess do not meet expectations; the risk that projects will not be developed according to budgets or timelines, changes in laws in Canada and other jurisdictions in which the Company may carry on business; risks of obtaining necessary licenses, permits or approvals for Kemess; disputes over title to properties; the speculative nature of mineral exploration and development; compliance risks with respect to current and future environmental regulations;opportunities that may be pursued by the Company; employee relations; availability and costs of mining inputs and labor; the ability to secure capital to execute business plans; volatility of the Company's share price; the effect of future financings; litigation; risk of loss due to sabotage and civil disturbances; the values of assets and liabilities based on projected future cash flows; risks arising from derivative instruments or the absence of hedging; adequacy of internal control over financial reporting; changes in 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 herein. Such statements are based on a number of assumptions which may prove to be incorrect, including assumptions about; 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; revenue and cash flow estimates, production levels, development schedules and the associated costs; ability to procure equipment and supplies and ability to do so on a timely basis; the timing of the receipt of permits and other approvals for projects and operations; the ability to attract and retain skilled employees and contractors for the operations; the accuracy of reserve and resource estimates; the impact of changes in currency exchange rates on costs and results; interest rates; taxation; and ongoing relations with employees and business partners. 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.

SOURCE AuRico Metals