Alamos Gold Inc. (TSX:AGI) entered into a definitive agreement to acquire remaining 72.5% stake in Orford Mining Corporation (TSXV:ORM) for CAD 15.4 million on January 15, 2024. Under the terms of the agreement, Orford shareholders will receive 0.005588 of an Alamos common share for each Orford share. Alamos Gold expects to issue approximately 0.9 million shares as consideration. This represents a value of CAD 0.10 per Orford share. Alamos Gold currently owns 61,660,902 Orford shares, representing approximately 27.5 % of Orford?s basic common shares outstanding. The transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the ?Arrangement?) and will be subject to the approval of: (i) 66 2/3% of votes cast by Orford Shareholders; and (ii) a simple majority of the votes cast by Orford Shareholders excluding for this purpose the votes held by any person required under Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions, at a special meeting of Orford Shareholders expected to be held in March 2024 (the ?Meeting?). In addition to Orford Shareholder approval, the Transaction is also subject to the receipt of certain regulatory and court approvals, including the approvals of the TSX, NYSE and the TSX Venture Exchange (?TSXV?) and other closing conditions customary in transactions of this nature. Upon closing of the Transaction, the Orford Shares are expected to be concurrently delisted from the TSXV. The delisting is conditional upon TSXV approval. All directors and senior officers of Orford have entered into support and voting agreements pursuant to which they have agreed to vote their Orford securities in favour of the Transaction. As of March 27, 2024, Orford Mining shareholders approve the merger.

Subject to certain conditions, including the Parties obtaining the requisite regulatory approvals, the transaction is expected to close in April 2024. Cormark Securities Inc. is acting as exclusive financial advisor to the Orford Special Committee, and WeirFoulds LLP is acting as Orford?s legal advisor. Red Cloud Securities Inc. provided a fairness opinion to the Orford Special Committee.