Alamos Gold Acquisition of Argonaut Gold

Unlocking value through the creation of one of Canada's largest and lowest cost gold mines

March 27, 2024

Alamos Gold - Cautionary notes

This presentation, the information contained herein, any other materials provided in connection with this presentation and any oral remarks accompanying this presentation (collectively, the "Presentation"), have been prepared by Alamos Gold Inc. ("Alamos") and Argonaut Gold Inc. ("Argonaut") solely for information purposes. No stock exchange, securities commission or other regulatory authority has approved or disapproved the contained information. This Presentation does not constitute an offering of securities and the information contained herein is subject to the information contained in each company's continuous disclosure documents available on the SEDAR+ website atwww.sedarplus.ca or on EDGAR atwww.sec.gov.

Alamos Cautionary Notes

This Presentation contains statements that constitute forward-looking information as defined under applicable Canadian and U.S. securities laws. All statements in this Presentation other than statements of historical fact, which address events, results, outcomes, or developments that Alamos or Argonaut expects to occur are, or may be deemed to be, "forward-looking statements" and are based on expectations, estimates and projections as at the date of this Presentation. Forward-looking statements are generally, but not always, identified by the use of forward-looking terminology such as "expect", "assume", "estimate", "forecast", "budget", "continue", "plan", "potential", "outlook", "anticipate", "intend", "ongoing", "target", "on track", "on pace" or variations of such words and phrases and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved or the negative connotation of such terms.

Such statements include (without limitation) information, expectations and guidance as to strategy, plans, future financial and operating performance, such as expectations and guidance regarding: the receipt of court and regulatory approvals for the Transaction; timing of remaining steps in the Transaction; completion of the acquisition of Argonaut by Alamos; benefits and advantages of the Transaction to Alamos shareholders and to Argonaut shareholders; value addition on an aggregate and per share basis; synergies to be created by the integration of the Island Gold mine and the Magino mine including but not limited to the use of shared infrastructure and the unlocking of significant value as well as capital, operational and procurement savings and tax synergies; increased gold production and long term production potential resulting from the Transaction; size and profitability of the combined Island Gold and Magino mines; the creation of SpinCo; Mineral Reserves and Resources; mine life; reserve life; exploration and operational upside potential resulting from the Transaction; support for Alamos's organic growth projects resulting from the Transaction; Alamos' costs (including cash costs, AISC, mine-site AISC, capital expenditures, exploration spending), cost structure and anticipated declining cost profile; budgets; growth capital; sustaining capital; cash flow; NPV and IRR calculations; foreign exchange rates; gold and other metal price assumptions; anticipated gold production, production rates, timing of production, further production potential and growth; returns to stakeholders; the mine plan for and expected results from the Phase 3+ expansion at Island Gold and timing of its progress and completion; feasibility of, development of, and mine plan for, the Lynn Lake project; development plan for the Puerto Del Air (PDA) project (Mulatos); mining, milling and processing and rates; mined and processed gold grades and weights; value and size of operations; project-related risks; planned exploration, exploration potential and results, as well as any other statements related to Alamos' production forecasts and plans, expected sustaining costs, expected improvements in cash flows and margins, expectations of changes in capital expenditures, expansion plans, project timelines, and expected sustainable productivity increases, expected increases in mining activities and corresponding cost efficiencies, cost estimates, sufficiency of working capital for future commitments; and other statements or information that express management's expectations or estimates of future performance, operational, geological or financial results, estimates of amounts not yet determinable and assumptions of management.

Alamos cautions that forward-looking statements are necessarily based upon several factors and assumptions that, while considered reasonable by Alamos at the time of making such statements, are inherently subject to significant business, economic, technical, legal, political, and competitive uncertainties, and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements, and undue reliance should not be placed on such statements and information.

Such factors include (without limitation): changes to current estimates of mineral reserves and mineral resources; the speculative nature of mineral exploration and development, risks in obtaining and maintaining necessary licenses, permits and authorizations Alamos' development stage and operating assets, including but not limited to licences and permits required for the development of Alamos' Turkish projects which may result in the inability to put the Kirazli, Aği Daği or Çamyurt sites into production, resulting in Alamos removing those three projects from its Total Mineral Reserves and Resources; operations may be exposed to new diseases, epidemics and pandemics, including any ongoing or future effects of COVID-19 (and any related ongoing or future regulatory or government responses) and its impact on the broader market and the trading price of Alamos' shares; provincial and federal orders or mandates (including with respect to mining operations generally or auxiliary businesses or services required for operations) in Canada, Mexico, the United States and Türkiye, all of which may affect many aspects of Alamos' operations including the ability to transport personnel to and from site, contractor and supply availability and the ability to sell or deliver gold doré bars; fluctuations in the price of gold or certain other commodities such as diesel fuel, natural gas, and electricity; changes in foreign exchange rates; the impact of inflation; employee and community relations; the impact of litigation and administrative proceedings and any resulting court, arbitral and/or administrative decisions; changes to production estimates (which assume accuracy of projected ore grade, mining rates, recovery timing and recovery rate estimates which may be impacted by unscheduled maintenance, weather issues, labour and contractor availability and other operating or technical difficulties); disruptions affecting operations; risks associated with the startup of new mines; delays in or with the Phase 3+ Expansion at Island Gold, construction decisions and any development of the Lynn Lake Project, and/or the development or updating of mine plans; changes with respect to the intended method of accessing mining and processing ore from Lynn Lake and the deposit at PDA; exploration opportunities and potential in the Mulatos District, at Young Davidson, Island Gold and/or Magino mine not coming to fruition; inherent risks associated with mining and mineral processing; the risk that Alamos' mines may not perform as planned; increased costs associated with mining inputs and labour; contests over title to properties; changes in national and local government legislation, controls or regulations in Canada, Mexico, Türkiye, the United States and other jurisdictions in Alamos does or may carry on business in the future; risks related to climate change; risk of loss due to sabotage, protests and other civil disturbances; the costs and timing of construction and development of new deposits; 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; and business opportunities that may be pursued by Alamos.

Additional risk factors that may affect Alamos' ability to achieve the expectations set forth in the forward-looking statements contained in this Presentation are set out in Alamos' latest 40F/Annual Information Form and Management's Discussion and Analysis, each under the heading "Risk Factors" available on the SEDAR+ website atwww.sedarplus.ca or on EDGAR atwww.sec.gov which should be reviewed in conjunction with the information, risk factors and assumptions found in this Presentation. Alamos 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. Market data and other statistical information used throughout this Presentation are based on internal Alamos research, independent industry publications, government publications, reports by market research firms or their published independent sources. Industry publications, governmental publications, market research surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, however such content providers do not guarantee the accuracy, adequacy, completeness, timeliness, or availability of such content and generally disclaim liability for any errors, omissions or losses of any kind suffered in connection with the use of such content. Although Alamos believes such information is accurate and reliable, it has not independently verified any of the data from third party sources cited or used for Alamos' management's industry estimates, nor has Alamos ascertained the underlying economic assumptions relied upon therein. While Alamos believes internal company estimates are reliable, such estimates have not been verified by any independent sources, and Alamos makes no representations as to the accuracy of such estimates.

Alamos Note to U.S. Investors

All resource and reserve estimates included in this Presentation 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 (the "CIM") - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the "CIM Standards"). NI 43-101 is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. U.S. investors should review in detail the cautionary note set out on slide 57.

Cautionary non-GAAP Measures and Additional GAAP Measures

Note that for purposes of this section, GAAP refers to IFRS. The Company believes that investors use certain non-GAAP and additional GAAP measures as indicators to assess gold mining companies. They are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP. "Cash flow from operating activities before changes in non-cash working capital" is a non-GAAP performance measure that could provide an indication of the Company's ability to generate cash flows from operations and is calculated by adding back the change in non-cash working capital to "cash provided by (used in) operating activities" as presented on the Company's consolidated statements of cash flows. "Cash flow per share" is calculated by dividing "cash flow from operations before changes in working capital" by the weighted average number of shares outstanding for the period. "Free cash flow" is a non-GAAP performance measure that is calculated as cash flows from operations net of cash flows invested in mineral property, plant and equipment and exploration and evaluation assets as presented on the Company's consolidated statements of cash flows and that would provide an indication of the Company's ability to generate cash flows from its mineral projects. "Mine site free cash flow" is a non-GAAP measure which includes cash flow from operating activities at, less capital expenditures at each mine site. "Return on equity" is defined as earnings from continuing operations divided by the average total equity for the current and previous year. "Mining cost per tonne of ore" and "cost per tonne of ore" are non-GAAP performance measures that could provide an indication of the mining and processing efficiency and effectiveness of the mine. These measures are calculated by dividing the relevant mining and processing costs and total costs by the tonnes of ore processed in the period. "Cost per tonne of ore" is usually affected by operating efficiencies and waste-to-ore ratios in the period. "Total capital expenditures per ounce produced" is a non-GAAP term used to assess the level of capital intensity of a project and is calculated by taking the total growth and sustaining capital of a project divided by ounces produced life of mine. "Growth capital" are expenditures primarily incurred at development projects and costs related to major projects at existing operations, where the projects will materially benefit the mine site. "Sustaining capital" are expenditures that do not increase annual gold ounce production at a mine site and excludes all expenditures at the Company's development projects. "Total cash costs per ounce", "all-in sustaining costs per ounce", "mine-site all-in sustaining costs", and "all-in costs per ounce" as used in this analysis are non-GAAP terms typically used by gold mining companies to assess the level of gross margin available to the Company by subtracting these costs from the unit price realized during the period. These non-GAAP terms are also used to assess the ability of a mining company to generate cash flow from operations. There may be some variation in the method of computation of these metrics as determined by the Company compared with other mining companies. In this context, "total cash costs" reflects mining and processing costs allocated from in-process and doré inventory and associated royalties with ounces of gold sold in the period. Total cash costs per ounce are exclusive of exploration costs. "All-in sustaining costs per ounce" include total cash costs, exploration, corporate and administrative, share based compensation and sustaining capital costs. "Mine-site all-in sustaining costs" include total cash costs, exploration, and sustaining capital costs for the mine-site, but exclude an allocation of corporate and administrative and share based compensation. "Capitalized exploration" are expenditures that meet the IFRS definition for capitalization and are incurred to further expand the known Mineral Reserve and Resource at existing operations or development projects. "Adjusted net earnings" and "adjusted earnings per share" are non-GAAP financial measures with no standard meaning under IFRS. "Adjusted net earnings" excludes the following from net earnings: foreign exchange gain (loss), items included in other loss, certain non-reoccurring items, and foreign exchange gain (loss) recorded in deferred tax expense. "Adjusted earnings per share" is calculated by dividing "adjusted net earnings" by the weighted average number of shares outstanding for the period.

Additional GAAP measures that are presented on the face of the Company's consolidated statements of comprehensive income and are not meant to be a substitute for other subtotals or totals presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures. This includes "Earnings from operations", which is intended to provide an indication of the Company's operating performance and represents the amount of earnings before net finance income/expense, foreign exchange gain/loss, other income/loss, and income tax expense. Non-GAAP and additional GAAP measures do not have a standardized meaning prescribed under IFRS and therefore may not be comparable to similar measures presented by other companies. A reconciliation of historical non-GAAP and additional GAAP measures are detailed in the Company's Management's Discussion and Analysis

available atwww.alamosgold.com.

Argonaut Gold - Cautionary notes

Certain information contained or incorporated by reference in this presentation, including any information as to our strategy, projects or future financial or operating performance, constitutes "forward-looking statements". Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may", "should" or "will" occur. This presentation contains forward-looking statements and forward-looking information including, but not limited to:

Forward-looking statements are based on a number of assumptions, opinions and estimates, including estimates and assumptions in regards to the factors listed below that, while considered reasonable by the Company as at the date of this presentation based on management's experience and assessment of current conditions and anticipated developments, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Many of these assumptions are based on factors and events that are not within the control of Argonaut and there is no assurance they will prove to be correct. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements and undue reliance should not be placed on such statements and information. Such factors include, but are not limited to: risks associated with construction and start up of new mines, various operational risks associated mines at difference stages of their lifecycles; the impact of inflation on costs of exploration, development and production; the impact of COVID-19 and other human health concerns and the effectiveness of government responses to COVID-19 and other human health concerns; risks and uncertainties associated with operations in an emerging market; risk associated with safety and security of people and assets in emerging markets; commodity price volatility; foreign exchange rate fluctuations; the ability of the Company to achieve the conditions precedent for draws on the loan facilities; the availability of undrawn debt under the loan facilities; risks associated with independent engineer technical review and impacts on availability and/or timing of access to loan facilities; the availability of and changes in terms of financing; the ability of the Magino project to become one of the largest and lowest cost gold mines in Canada; the ability of the Company to complete the drill programs in line with public guidance (if at all); the realization of mineral reserve estimates; risks associated with the winding down of Mexican mines; risks associated with achieving estimated production and mine life of the various mineral projects of the Company; risks of employee and/or contractor strike actions; risks associated with the Company's ability to recruit, retain and maintain workforce necessary to achieve its objectives; timing of approval for remaining permits or modifications to existing permits; risks associated with achieving the benefits of the development potential of the properties of the Company; risks associated with the future price of gold; risks associated with the estimation of mineral reserves and resources and the possibility that future exploration results may not be consistent with Company's expectations and that resources may not be converted into reserves.

These factors are discussed in greater detail in the Argonaut's most recent Annual Information Form dated March 31, 2023, and in the most recent Management's Discussion and Analysis for the three and twelve months ended December 31, 2023, both filed under the Company's issuer profile on SEDAR+. Argonaut cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail.

Forward-looking statements included in this presentation speak only as of the date of this presentation. Although Argonaut has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Argonaut undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws.

John A. McCluskey

President & Chief Executive Officer

Greg Fisher

Chief Financial Officer

Luc Guimond

Chief Operating Officer

Richard Young

President & Chief Executive Officer

Marc Leduc

Chief Operating Officer

Combination of Island Gold and Magino to create one of the largest and lowest-cost gold mines in Canada

Immediate value creation

~$515M pre-tax synergies1 to be realized over the life of mine through combination of adjacent Island Gold & Magino operations

Long-term upside potential

Significant upside potential at both operations through expansion of single optimized milling complex

Stronger financial capacity

Canadian focused operations

Strong balance sheet to complete ramp up and optimization of Magino Mine, unlocking full potential of operation

Low political risk profile with 88% of Net Asset Value2 supported by Canadian assets; 3rd largest gold producer3 in Canada

  • 1 Synergies are pre-tax and undiscounted over life of mine; after-tax discounted value of synergies is $250M

  • 2 Based on consensus analyst net asset value (NAV) estimates for mining assets

3 Source: CIBC, company reports (based on 2024 guidance)

Proposed Transaction

  • Alamos Gold Inc. ("Alamos") to acquire Argonaut Gold Inc. ("Argonaut") via a Plan of Arrangement

  • Implied equity value of US$276 million1 (C$375 million), excluding the value of SpinCo

  • Implied enterprise value of US$516 million1 (C$702 million), excluding the value of SpinCo

  • Pro forma ownership: 95% Alamos / 5% Argonaut1

  • Alamos private placement into Argonaut at a price of C$0.29 per share for total gross proceeds to Argonaut of C$50 million

Consideration

  • 0.0185 Alamos shares and 1 SpinCo share per common share of Argonaut

  • 34% premium to Argonaut's closing price on March 26, 20242,3

  • 41% premium based on Argonaut and Alamos' 20-day volume-weighted average prices2,3

Conditions

  • Argonaut shareholder vote (66⅔% of shareholder votes cast)

  • Customary regulatory and court approvals

Other

  • Unanimous Alamos and Argonaut Board support for the transaction

  • Lock-up agreements from Argonaut's Board of Directors and members of senior management

  • Lock-up agreements from Argonaut's two largest shareholders representing ~40% of shares outstanding

  • Customary non-solicitation provision, subject to fiduciary out, and a right to match

  • C$20 million termination fee payable by Argonaut to Alamos in certain circumstances

  • Expense reimbursement fee payable by Alamos to Argonaut in certain circumstances, if the Transaction is not completed

Proposed Timing

  • Mailing of meeting materials expected in May 2024

  • Shareholder meeting expected in June 2024

  • Closing expected in July 2024

1 Based on market closing on March 26, 2024; equity value and pro forma ownership are based on fully diluted in-the-money shares

  • 2 Based on TSX trading only

  • 3 Includes estimated value for SpinCo of $0.06 per share based on consensus analyst estimates for the underlying assets and comparable peer multiples

Significant value creationStrengthens core portfolioEstablished infrastructure to support rapidly growing Island Gold depositEnhanced growth profileSolidifies leading Canadian intermediate producer statusStronger platform to execute on organic growth

  • ~$515M1 of synergies expected to be created through integration of adjacent Magino & Island Gold mines

  • Immediately accretive across key financial & operational metrics including net asset value, cash flow, production & Mineral Reserves per share

  • Consolidates the Island Gold camp with the addition of a long-life producing asset

  • Large Mineral Reserve & Resource base & robust exploration upside

  • Combination with Island Gold to create one of Canada's largest, lowest-cost & most profitable gold mines

  • Increases Mineral Reserve base by 22% to 13M oz2 of gold supporting 15-year average mine life3 across assets

  • Integration of significantly larger milling and tailings facilities to accommodate growing Island Gold Mineral Reserve and Resource base

  • Further de-risks Phase 3+ Expansion with Island Gold mill expansion no longer required

  • Expands production rate by ~25% to ~630k oz4 per year in 2024

  • Enhances strong growth profile with longer term production potential >900k oz per year

  • Further production upside potential through optimization & expansion of the Magino - Island Gold complex

  • Increases leading exposure to Canada driving one of lowest political risk profiles in the sector

  • Builds upon positioning as 3rd largest gold producer5 in Canada behind Agnico-Eagle & Newmont

  • Enhances unique position as growing intermediate producer with declining cost profile in low-risk jurisdictions

  • Stronger operating cash flow to support portfolio of organic growth projects, including the Phase 3+ Expansion at Island Gold, and Lynn Lake

  • 1 Synergies are pre-tax and undiscounted over life of mine; after-tax discounted value of synergies is $250M

  • 2 See Mineral Reserve & Resource estimates and associated footnotes in appendix

  • 3 Alamos' average mine life based on Mineral Reserves as of December 31, 2023. Island Gold mine life based on Mineral Reserves and Resources assuming Phase 3+ Expansion Study conversion rate. See Mineral Reserve & Resource estimates and associated footnotes in appendix; Magino's mine life based on 2022 Feasibility Study

4 Based on mid-point of Alamos Gold 2024 guidance & Magino 2024 guidance 5 Source: CIBC, company reports (based on 2024 guidance)

Significant premiumMeaningful ownership in a stronger combined entity

Enhanced financial capacity to complete ramp up & optimization of Magino mine

  • 34% premium to Argonaut's closing price on March 26, 20241,2

  • 41% premium based on Argonaut and Alamos' 20-day volume-weighted average prices1,2

  • Provides exposure to Alamos' high quality portfolio of assets including diversified North American gold production and strong growth profile

  • Enhanced exposure to Magino's operating and exploration upside potential

  • Significant synergies realized by pro forma company

  • Stronger balance sheet & improved financial capacity to complete ramp up & optimization of the Magino mine & mill to design rates of 10,000 tpd

  • Extensive open pit & milling technical & operational experience to continue with optimization of Magino mine & mill to 10,000 tpd and beyond

    Exposure to large intermediate producer with strong track record of value creation

    Provides on-going return of capital for shareholders

  • Increased capital markets profile including broader analyst coverage, institutional investor following and trading liquidity

  • Exposure to large intermediate gold producer with strong track record of value creation and share price outperformance

  • Alamos has a long track record of returning capital to shareholders with a dividend in place since 2010, returning a total of US$334 million through dividends and share buybacks

  • 1 Based on TSX trading only

    2 Includes estimated value for SpinCo of $0.06 per share based on consensus analyst estimates for the underlying assets and comparable peer multiples

Alamos Pro Forma Asset Overview

  • Enhanced growth profile: > 900k oz long term annual production potential

  • Leading Canadian exposure with 88% of net asset value in Canada

  • Adding value on aggregate & per share basis

Manitoba, Canada Open-pit 2023 Feasibility Study4 (initial 10 year average) Annual production: 176k oz Mine-site AISC1,2: $699/oz

Lynn Lake

Mulatos District

Sonora, Mexico Open pit, heap leach 2024E Au production: 160-170k oz 2024E Mine-site AISC1,2: $1,000-1,050/oz

  • 1 Please refer to Cautionary Notes on non-GAAP Measures and Additional GAAP Measures

  • 2 Mine-site AISC at individual mine sites does not include an allocation of corporate and administrative and share based compensation expenses to the mine sites

  • 3 Island Gold Phase 3+ production and mine-site AISC based on Phase 3+ Expansion Study average 2026 onward

  • 4 See Lynn Lake 2023 feasibility study results as detailed in press release dated Aug. 2, 2023 for more details

Magino Mine

Ontario, Canada Open pit

2024E Au production: 120-130k oz 2024E Mine-site AISC1,2: $1,650-1,800/oz

Island Gold

Ontario, Canada Underground 2024E Au production: 145-160k oz 2024E Mine-site AISC1,2: $875-925/oz

Phase 3+ Study LOM average (2026+) Annual production3: 287k oz Mine-site AISC1,2: $576/oz

Young-Davidson

Ontario, Canada Underground 2024E Au production: 180-195k oz 2024E Mine-site AISC1,2: $1,175-1,225/oz

10

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Alamos Gold Inc. published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 13:05:16 UTC.