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Alamos Gold Inc Alamos Gold Inc. – Convertible Debentures AGI.DB: TSX ALAMOS GOLD INC. - CONVERTIBLE DEBENTURES Listed on: Toronto Stock Exchange Symbol: AGI.DB Issue: 5.50% convertible unsecured subordinated debentures due 2010. Issue Price: Cdn$1,000 per Debenture. Amount: Cdn$50,000,000. See “Plan of Distribution”. Issue Date: February 2, 2005. Maturity Date: February 15, 2010. Interest: 5.50% per annum on the principal amount, payable semi annually in arrears on August 15 and February 15 of each year, commencing August 15, 2005. The August 15, 2005 interest payment will represent accrued interest from the closing of the offering to August 15, 2005. The Company has agreed to deposit with an escrow agent sufficient funds to pay the first two interest payments due under the Debentures. In addition, the Company has undertaken that it will set aside sufficient cash in the escrow account to pay the third and fourth interest payments due under the Debentures, by February 15, 2006. See “Description of the Debentures – Method of Payment”. Interest Payment Election: Subject to regulatory approval, the Company will have the option to satisfy its obligation to pay interest by delivering Common Shares to the Indenture Trustee in accordance with the Indenture for sale in the open market and delivering a cash amount equal to the amount payable to the holders of the Debentures. Holders of Debentures will not be entitled to receive any Common Shares in satisfaction of the Company’s obligation to pay interest. See “Description of the Debentures – Method of Payment”. Subordination: The Debentures are general unsecured obligations of the Company and are subordinated in right of payment of the principal portion of all present and future Senior Indebtedness of the Company. See “Description of the Debentures — General” and “Description of the Debentures — Subordination”. Conversion: Each Debenture is convertible into Common Shares at the option of the holder at any time prior to the close of business on the earlier of the business day immediately preceding the maturity date or, if called for redemption, on the business day immediately preceding the date fixed for redemption, at a conversion price of approximately Cdn$5.30 per Common Share, which is equivalent to 188.6792 Common Shares for each Cdn$1,000 principal amount of Debentures, subject to adjustment in certain circumstances. See “Description of the Debentures — Conversion”. Victoria Vargas - Investor Relations Officer Alamos Gold Inc. – Convertible Debentures AGI.DB: TSX Redemption: The Debentures may not be redeemed by the Company prior to February 15, 2008. On and after February 15, 2008, the Debentures may be redeemed by the Company, in whole at any time or in part from time to time, on not more than 60 days’ and not less than 30 days’ prior notice at a redemption price equal to their principal amount plus accrued and unpaid interest, if any, provided that the Weighted Average Trading Price (as defined herein) of the Common Shares on a Recognized Stock Exchange for the 20 consecutive trading days ending five trading days prior to the date on which notice of redemption is at least 125% of the Conversion Price (as defined herein). “Description of the Debentures - Redemption”. Payment of Principal Amount in Shares: The Company has the option, subject to regulatory approval, to satisfy its obligations to repay the principal amount of the Debentures upon redemption or at maturity, provided no Event of Default has occurred and is continuing at such time, upon not less than 40 days’ and not more than 60 days’ prior notice, by delivering that number of freely tradable Common Shares obtained by dividing the principal amount of the Debentures by 95% of the Weighted Average Trading Price (as defined herein) of the Common Shares on a Recognized Stock Exchange for the 20 consecutive trading days ending five trading days before the date fixed for redemption or maturity, as the case may be. Change of Control: Upon a Change of Control, defined as the acquisition of voting control or direction over at least 66 2/3% of the aggregate voting rights attached to the Common Shares, holders of the debentures will have the right to require Alamos to repurchase their Debentures, in whole or in part, at a price equal to 101% of the principal amount of the Debentures plus accrued and unpaid interest thereon. See “Description of the Debentures – Change of Control”. In the event of a Change of Control where the consideration for the Common Shares is or can be received Partially in Cash, holders of the Debentures may elect to convert their Debentures and receive, in addition to the number of Common Shares they otherwise would have been entitled to under “Conversion” (referred to above), an additional number of Common Shares not exceeding 6.55 Common Shares per $100 of Debentures and provided that the conversion price is not less than permitted discounts to the market price. Market for Debentures: There is currently no market for the Debentures. The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of Debentures and up to 12,711,260 underlying Common Shares issuable on conversion, redemption or maturity, including the Common Shares that may be issued on a conversion premium in the event of a Change of Control of the Company resulting from a Cash Transaction. See “Description of the Debentures – Change of Control”. Listing is subject to the Company fulfilling all the requirements of the TSX on or before April 14, 2005. Use of Proceeds: The estimated net proceeds to be received by the Company from the sale of the Debentures will be approximately Cdn$48,150,000 after deducting the expenses of the offering and the fees payable to the Underwriters. The Company intends to use the net proceeds of the offering to fund the development of the Mulatos Project in Sonora, Mexico. Any additional net proceeds will be used for exploration, working capital and general corporate purposes. Victoria Vargas - Investor Relations Officer Alamos Gold Inc. – Convertible Debentures AGI.DB: TSX Eligibility for Investment: The Debentures are eligible for investment under certain statutes described under “Eligibility for Investment”. In addition, the Debentures will be eligible investments for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and certain deferred profit-sharing plans under the Income Tax Act (Canada) (the “Tax Act”). The Debentures will not, at the date of their issue, be foreign property for the purposes of the Tax Act. See “Eligibility for Investment”. Risk Factors: Prospective purchasers should take into account various risk factors associated with this offering. See “Risk Factors”. Victoria Vargas - Investor Relations Officer .
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