AuRico Gold’s Acquisition of Northgate Minerals Receives Overwhelming Support of Shareholders

AuRico Gold’s Acquisition of Northgate Minerals Receives Overwhelming Support of Shareholders

PR Newswire

Emergence of a New Leading Intermediate Gold Producer

TORONTO, Oct. 24, 2011 /PRNewswire/ – AuRico Gold Inc. (TSX:AUQ) (NYSE:AUQ) (“AuRico”) and Northgate Minerals Corporation (TSX:NGX) (NYSE-Amex:NXG) (“Northgate”) are pleased to announce that
shareholders of both companies have voted overwhelmingly in favour of
the acquisition of Northgate by AuRico at their respective special
meetings held earlier today. Shareholders of AuRico voted 99.1 percent
in favour of the transaction while Northgate shareholders voted 98.6
percent in favour. The transaction is expected to close on October 26,
2011
.

“We are pleased that shareholders of both companies have sent a clear
message in support of the transaction. The combination of the companies
will create a new leading intermediate gold producer with a robust
production profile, a low cost base, an attractive growth platform and
a compelling valuation,” stated Rene Marion, President and Chief
Executive Officer of AuRico. “Our proven management teams will
immediately focus attention on leveraging the potential of our expanded
asset base to create value for our shareholders.”

“We greatly appreciate the support of our shareholders in approving the
transaction with AuRico. The Management team and the Board of Northgate
firmly believe that this transaction will create a platform of value
creation for shareholders in the months and years to come,” stated
Richard Hall, President and Chief Executive Officer of Northgate. “The
combined company has a bright future and will be led by a strong and
experienced management team with a proven track record in the
industry.”

Transaction Highlights:

  • Northgate shareholders will be entitled to receive 0.365 of an AuRico
    common share for each Northgate common share.

  • Emergence of a new leading intermediate gold company with expected 2011
    production of 475,000 Aue ounces1,2 and peer leading growth of approximately 54% to 730,000+3 Aue ounces by 2013

  • Large resource base of approximately 19 million gold equivalent ounces
    (excluding copper)

  • Five operating mines, a sixth targeting production at the end of Q1
    2012, with 2 cornerstone assets in Ocampo and YoungDavidson that alone
    have the potential to produce over 500,000 gold equivalent ounces at
    lowest quartile cash costs

  • Fully un-hedged exposure to record gold and silver prices generating
    significant free cash flows

  • Strong balance sheet

  • Experienced management team with a proven track record of building and
    operating

  • Geopolitically diversified asset portfolio across three of the most
    attractive mining jurisdictions (Mexico, Canada, and Australia)

  1. Adding together the midpoints of AuRico’s production guidance (265,000 –
    295,000 gold equivalent ounces) and Northgate’s production guidance
    (190,000 – 200,000 gold ounces)
  2. Gold equivalent ounces include silver ounces produced and sold converted
    to gold equivalent based on AuRico’s long-term gold equivalency ratio
    of 55:1
  3. As per street consensus

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
Mexico. The Company’s three wholly-owned operating properties include
the Ocampo mine in Chihuahua State, the El Chanate mine in Sonora State
and the El Cubo mine in Guanajuato State. AuRico’s strong pipeline of
development and exploration stage projects include the Guadalupe y
Calvo advanced development property in Chihuahua State and the Orion
advanced development property in Nayarit State, along with several
exploration properties throughout Mexico. AuRico’s head office is
located in Toronto, Ontario, Canada.

About Northgate Minerals:

Northgate Minerals Corporation is a gold and copper producer with mining
operations, development projects and exploration properties in the
Americas and Australia. Northgate currently owns and operates the
Fosterville and Stawell gold mines in Victoria Australia, and is
building the YoungDavidson gold mine in northern Ontario, which is
targeting a 15-year mine life with average annual production of 180,000
ounces of gold commencing in 2012.

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.

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