NOTICE OF SPECIAL MEETING AND MANAGEMENT …s2.q4cdn.com/215682844/files/doc_downloads/acquisition/97804545_v... · dated as of November 6, 2017 between AuRico Metals, Centerra and

These materials are important and require your immediate attention. They require shareholders of AuRico Metals Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your professional advisors. If you have any questions or require more information with regard to the procedures for voting or completing your transmittal documentation, please contact our proxy solicitation agent, D.F. King Canada, by telephone at +1-800-926-6756 toll-free in North America (+1-201-806-7301 for collect calls) or by e-mail at [email protected].

NOTICE OF SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

for the

SPECIAL MEETING OF SHAREHOLDERS OF AURICO METALS INC.

TO BE HELD ON DECEMBER 22, 2017

IN CONNECTION WITH A PLAN OF ARRANGEMENT

involving

AURICO METALS INC.,

CENTERRA GOLD INC.,

and

CENTERRA ONTARIO HOLDINGS INC.

November 22, 2017

RECOMMENDATION TO SHAREHOLDERS TAKE ACTION AND VOTE TODAY

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT RESOLUTION

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November 22, 2017

Dear Shareholders:

On behalf of the board of directors and management of AuRico Metals Inc. (“AuRico Metals”), we would like to invite you to attend a special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares of AuRico Metals (“Shares”) to be held at 10:00 a.m. (Toronto time) on December 22, 2017 at the offices of Fasken Martineau DuMoulin LLP, 333 Bay Street, 24th Floor, Toronto, Ontario M5H 2T6.

The Arrangement

At the Meeting, Shareholders will, among other things, be asked to consider and, if deemed advisable, to pass a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) as contemplated by an arrangement agreement dated as of November 6, 2017 (the “Arrangement Agreement”) between AuRico Metals, Centerra Gold Inc. and Centerra Ontario Holdings Inc. (the “Purchaser”) involving the acquisition by the Purchaser of all of the outstanding Shares. If the Arrangement becomes effective, each Shareholder, other than a Shareholder who has validly exercised its dissent rights, will receive cash consideration of $1.80 for each Share held (the “Consideration”). The Consideration represents a 38% premium to the closing price of the Shares on the Toronto Stock Exchange on November 6, 2017, the date immediately prior to the announcement of the Arrangement Agreement, and a 37% premium based on the 20 trading-day volume-weighted average trading price of the Shares, calculated as of such date.

Board Recommendation

THE BOARD OF DIRECTORS OF AURICO METALS, AFTER CONSULTATION WITH ITS OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT RESOLUTION.

Support Agreements

Each of the directors and senior officers of AuRico Metals, as well as Alamos Gold Inc., have entered into voting support agreements with the Purchaser pursuant to which they have agreed, among other things, to support the Arrangement and vote all Shares beneficially owned by them in favour of the Arrangement Resolution and against any competing proposal. As of November 22, 2017, the directors and senior officers of AuRico Metals, together with their associates and affiliates, and together with Alamos Gold Inc., owned or exercised control or direction over an aggregate of 18,546,308 Shares, representing approximately 11.4% of the Shares outstanding as of such date (or 15.3%, on a fully-diluted basis).

Shareholder Vote

In order to become effective, the Arrangement Resolution will require: (i) the affirmative vote of at least 66 % of the votes cast by Shareholders who vote in person or by proxy at the Meeting; and (ii) the affirmative vote of at least a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting, excluding the votes cast by certain persons whose votes are required to be excluded in determining minority approval of a business combination pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Arrangement is also subject to the approval of the Ontario Superior Court of Justice (Commercial List) and the satisfaction of certain closing conditions which are customary in transactions of this nature, all as more fully described in the accompanying management information circular of AuRico Metals (the “Circular”).

Assuming that all of the conditions to the Arrangement are satisfied or waived, AuRico Metals expects the Arrangement to become effective in January 2018.

If you are a registered holder of Shares (a “Registered Shareholder”), you are requested to complete and return the enclosed form of proxy to ensure that your Shares will be represented at the Meeting if you are not personally able to attend. Proxies to be used or acted upon at the Meeting must be deposited with AuRico Metals’ transfer agent and registrar, Computershare Trust Company of Canada, by 10:00 a.m. (Toronto time) on December 20, 2017 or, in the

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event that the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and any holidays in the Province of Ontario) prior to the commencement of the reconvened Meeting. The time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his discretion, without notice. If you are a non-registered (beneficial) Shareholder – holding your Shares through a bank, broker, trust company, custodian or an intermediary – you are requested to complete and return a voting instruction form to Broadridge Financial Solutions, Inc. by mail or facsimile. Alternatively, Beneficial Shareholders can call the toll-free telephone number printed on their voting instruction form or access Broadridge Financial Solutions, Inc.’s dedicated voting website at www.proxyvote.com and enter their 16-digit control number to deliver their voting instructions.

Enclosed with the Circular as sent to Shareholders is a letter of transmittal printed on blue paper which, when properly completed and duly executed and returned to Computershare Trust Company of Canada, the depositary in respect of the Arrangement, together with a certificate(s) representing Shares or Direct Registration System (“DRS”) advice(s), as applicable, and such additional documents, certificates and instruments as Computershare Trust Company of Canada may reasonably require, will enable each Registered Shareholder to obtain the Consideration to which such Registered Shareholder is entitled under the Arrangement. You are not required to send in your certificate(s) representing Shares or DRS advice(s) to validly cast your vote in respect of the Arrangement at the Meeting. However, we encourage Registered Shareholders to complete, sign, date and return the letter of transmittal, which is printed on blue paper, together with their certificate(s) or DRS advices, as applicable, to Computershare Trust Company of Canada as soon as possible, and preferably no later than two business days prior to the effective date of the Arrangement, which will assist in arranging for the prompt payment of the Consideration to which such Registered Shareholders are entitled once the Arrangement is completed.

If you have any questions or need assistance completing your form of proxy, voting instruction form or (in the case of Registered Shareholders) Letter of Transmittal, please contact D.F. King Canada by: (i) telephone, toll-free in North America at +1-800-926-6756 or at +1-201-806-7301 outside of North America; (ii) facsimile to +1-888-509-5907; or (iii) e-mail to [email protected].

The accompanying notice of special meeting and the Circular contain a detailed description of the Arrangement and the Meeting. Please read this information carefully, and if you require assistance, consult your own legal, tax, financial or other professional advisor.

Vote Your Shares Today IN FAVOUR of the Arrangement Resolution

Your participation in the affairs of AuRico Metals is important to us. Please take this opportunity to exercise your vote, either in person at the Meeting or by completing and returning your proxy form or voting instruction form.

We look forward to seeing you at the Meeting.

Sincerely,

Richard Colterjohn Chairman of the Board of Directors

Chris Richter President & Chief Executive Officer

Vote using the following methods prior to the Meeting.

Internet

Telephone or Fax

Mail

Registered Shareholders Shares held in own name and represented by a physical certificate or DRS advice.o

www.investorvote.com

Telephone: 1 -86666 -732 --8683

Fax: 1 -866-249-7775

Return the form of proxy in the enclosed postage paid envelope.

Non Registered Shareholders Shares held with a broker, bank or other intermediary.

www.proxyvote.com Call or fax to the number(s) listed on your voting

instruction form.

Return the voting instruction form in the enclosed postage paid envelope.

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AURICO METALS INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to an order (the “Interim Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated November 22, 2017, a special meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (“Shares”) of AuRico Metals Inc. (“AuRico Metals”) will be held at 10:00 a.m. (Toronto time) on December 22, 2017 at the offices of Fasken Martineau DuMoulin LLP, 333 Bay Street, 24th Floor, Toronto, Ontario M5H 2T6, for the following purposes:

to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”), the full text of which is attached as Appendix A to the accompanying management information circular (the “Circular”) of AuRico Metals, approving the arrangement (the “Arrangement”) involving AuRico Metals, Centerra Gold Inc. (“Centerra”) and Centerra Ontario Holdings Inc. (the “Purchaser”), pursuant to the arrangement agreement dated as of November 6, 2017 between AuRico Metals, Centerra and the Purchaser, under section 182 of the Business Corporations Act (Ontario) (the “OBCA”), all as more particularly set forth in the accompanying Circular; and

to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

This Notice of Special Meeting is accompanied by the Circular, which provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice of Special Meeting.

THE BOARD OF DIRECTORS OF AURICO METALS, AFTER CONSULTATION WITH ITS OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT RESOLUTION

Completion of the proposed Arrangement is conditional upon certain other matters described in the Circular, including the approval of the Court and receipt of required regulatory approvals.

Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy or voting instruction form so that as large a representation as possible may be had at the Meeting.

The board of directors of AuRico Metals has passed a resolution to fix 5:00 p.m. (Toronto time) on November 22, 2017 as the record date for the determination of the registered holders of Shares who will be entitled to receive notice of the Meeting, or any adjournment or postponement thereof, and who will be entitled to vote at the Meeting. Proxies to be used or acted upon at the Meeting must be deposited with AuRico Metals’ transfer agent and registrar, Computershare Trust Company of Canada, by 10:00 a.m. (Toronto time) on December 20, 2017 or, in the event that the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and any holidays in the Province of Ontario) prior to the commencement of the reconvened Meeting. The time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his discretion, without notice.

If you are a non-registered (beneficial) Shareholder – holding your Shares through a bank, broker, trust company, or custodian – you are requested to complete and return the voting instruction form to Broadridge Financial Solutions, Inc. by mail or facsimile. Alternatively, Beneficial Shareholders can call the toll-free telephone number printed on their voting instruction form or access Broadridge Financial Solutions, Inc.’s dedicated voting website at www.proxyvote.com and enter their 16-digit control number to deliver their voting instructions.

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Pursuant to and in accordance with the plan of arrangement (the “Plan of Arrangement”), attached as Appendix B to the accompanying Circular, the Interim Order and the provisions of section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement), Shareholders have the right to dissent in respect of the Arrangement Resolution. If the Arrangement is completed, dissenting Shareholders who comply with the procedures set forth in section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) will be entitled to be paid the fair value of their Shares by the Purchaser. This dissent right is summarized in the Circular. Failure to strictly comply with the requirements set forth in section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) may result in the loss or unavailability of any right to dissent with respect to the Arrangement.

If you have any questions or require assistance with voting your proxy or voting instruction form, please contact our proxy solicitation agent, D.F. King Canada, by: (i) telephone, toll-free in North America at +1-800-926-6756 or at +1-201-806-7301 outside of North America; (ii) facsimile to +1-888-509-5907; or (iii) e-mail to [email protected].

DATED at Toronto, Ontario this 22nd day of November, 2017. By Order of the Board of Directors of AuRico Metals Inc.

Richard Colterjohn Chairman of the Board of Directors

Vote using the following methods prior to the Meeting.

Internet

Telephone or Fax

Mail Registered Shareholders Shares held in own name and represented by a physical certificate or DRS advice.o

www.investorvote.com

Telephone: 1 - 8666666 -732 - -8683

Fax: 1 -866-249- 7775

Return the form of proxy in the enclosed postage paid envelope.

Non Registered Shareholders Shares held with a broker, bank or other intermediary.

www.proxyvote.com Call or fax to the number(s) listed on your voting

instruction form.

Return the voting instruction form in the enclosed postage paid envelope.

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TABLE OF CONTENTS

LETTER TO SHAREHOLDERS ............................................................................................................................... i

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS .................................................................................iii

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING ................................. 1 SUMMARY .................................................................................................................................................................. 6 MANAGEMENT INFORMATION CIRCULAR .................................................................................................. 17 NOTICE TO SHAREHOLDERS IN THE UNITED STATES ............................................................................. 18 STATEMENTS REGARDING FORWARD-LOOKING INFORMATION ....................................................... 18 THE MEETING ........................................................................................................................................................ 20 THE ARRANGEMENT ............................................................................................................................................ 24 SUMMARY OF MATERIAL AGREEMENTS ..................................................................................................... 40 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ........................................................ 51 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS .............................................. 54 RISK FACTORS ....................................................................................................................................................... 57 INFORMATION CONCERNING AURICO METALS ........................................................................................ 59 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................................... 61 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .................................................. 61 EXPENSES OF THE ARRANGEMENT ................................................................................................................ 63 LEGAL MATTERS .................................................................................................................................................. 63 DEPOSITARY ........................................................................................................................................................... 63 ADDITIONAL INFORMATION ............................................................................................................................. 64 DIRECTORS’ APPROVAL ..................................................................................................................................... 65 CONSENT OF MACQUARIE CAPITAL MARKETS CANADA LTD. ............................................................. 66 GLOSSARY OF TERMS.......................................................................................................................................... 67 APPENDIX A – ARRANGEMENT RESOLUTION .......................................................................................... A-1 APPENDIX B – PLAN OF ARRANGEMENT ..................................................................................................... B-1 APPENDIX C – INTERIM ORDER .................................................................................................................... C-1 APPENDIX D – NOTICE OF APPLICATION ................................................................................................... D-1 APPENDIX E – FAIRNESS OPINION OF MACQUARIE CAPITAL MARKETS CANADA LTD. ............ E-1 APPENDIX F – DISSENT PROVISIONS OF SECTION 185 OF THE OBCA ................................................ F-1

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING

The information contained below is of a summary nature and therefore is not complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, including the appendices hereto, and the form of proxy or voting instruction form and the Letter of Transmittal accompanying this Circular, all of which are important and should be reviewed carefully. Capitalized terms used in these questions and answers but not otherwise defined herein have the meanings ascribed to them in the “Glossary of Terms” appearing elsewhere in this Circular.

Q: Why is the Meeting being held?

A. The Meeting is being held because AuRico Metals, Centerra and the Purchaser have entered into a definitive arrangement agreement whereby the Purchaser will acquire all of the outstanding Shares of AuRico Metals pursuant to a Plan of Arrangement.

Q: What are Shareholders being asked to vote on?

A: Shareholders will be asked to vote on the Arrangement Resolution authorizing and approving the Arrangement involving AuRico Metals, Centerra and the Purchaser under section 182 of the OBCA pursuant to which the Purchaser will acquire all of the outstanding Shares. The full text of the Arrangement Resolution is attached as Appendix A to this Circular.

Q: What consideration will I receive for my Shares?

A: The Arrangement provides for cash consideration of $1.80 per Share.

Q: Does this consideration reflect a premium for the Shares?

A: The Consideration represents a share price premium for Shareholders as of the date immediately prior to the announcement of the Arrangement Agreement. On November 6, 2017, the date immediately prior to the announcement of the Arrangement Agreement, the Consideration represented a 38% premium to the closing price of the Shares on the TSX and a 37% premium based on the 20 trading-day volume-weighted average trading price of the Shares, calculated as of such date.

Q: When and where is the Meeting being held?

A: The Meeting will be held at 10:00 a.m. (Toronto time) on December 22, 2017 at the offices of Fasken Martineau DuMoulin LLP, 333 Bay Street, 24th Floor, Toronto, Ontario M5H 2T6.

Q: Who is entitled to vote at the Meeting?

A: Only Shareholders of record at 5:00 p.m. (Toronto time) on November 22, 2017 will be entitled to receive notice of and vote at the Meeting, or any adjournment or postponement thereof.

Q: When do I have to vote my Shares by?

A: Proxies to be used or acted upon at the Meeting must be deposited with AuRico Metals’ transfer agent and registrar, Computershare Trust Company of Canada, by 10:00 a.m. (Toronto time) on December 20, 2017 or, in the event that the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and any holidays in the Province of Ontario) prior to the commencement of the reconvened Meeting. Registered Shareholders may vote in person at the Meeting or any adjournment or postponement thereof as described below.

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Q: How do I vote my Shares?

A: Registered Shareholders can vote in one of the following ways:

In Person If you are a Registered Shareholder, you can attend the Meeting and register with the transfer agent and registrar, Computershare Trust Company of Canada, upon your arrival. Do not fill out and return your form of proxy if you intend to vote in person at the Meeting.

Phone For Registered Shareholders call 1-866-732-8683 (toll-free in North America) and follow the instructions. You will need to enter your 15-digit control number. Follow the interactive voice recording instructions to submit your vote.

Fax 1-866-249-7775 (toll-free in North America) or 1-416-263-9524 (outside North America)

Mail Enter voting instructions, sign the form of proxy and send your completed form of proxy to:

Computershare Trust Company of Canada Attention: Proxy Department 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1

Internet Go to www.investorvote.com. Enter the 15-digit control number printed on the form of proxy or voting instruction form and follow the instructions on screen.

Questions? Contact D.F. King Canada by: (i) telephone, toll-free in North America at +1-800-926-6756 or at +1-201-806-7301 outside of North America; (ii) facsimile to +1-888-509-5907; or (iii) e-mail to [email protected].

You are a Registered Shareholder if your Shares are registered directly in your name in the Share register maintained by AuRico Metals’ transfer agent and registrar and represented by a physical certificate or Direct Registration Statement (“DRS”) advice.

See “The Meeting – Voting by Registered Shareholders”.

If you are a non-registered (beneficial) Shareholder – holding your Shares through a bank, broker, trust company, or custodian – you are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call the toll-free telephone number printed on their voting instruction form or access Broadridge’s dedicated voting website at www.proxyvote.com and enter their 16-digit control number to deliver their voting instructions.

See “The Meeting – Notice to Non-Registered (Beneficial) Shareholders”.

Q: What are the benefits of the Arrangement to Shareholders?

A: Shareholders are expected to benefit from the Arrangement as a result of:

An immediate and significant premium of approximately 38% based on the closing price of the Shares on the TSX on November 6, 2017, the date immediately prior to the announcement of the Arrangement Agreement, and a 37% premium based on the 20 trading-day volume-weighted average trading price of the Shares, calculated as of such date.

Payment of the Consideration to be made entirely in cash, and not subject to financing by the Purchaser. Strong deal certainty with limited and customary conditions to the completion of the Arrangement and

Support Agreements from Alamos Gold and each of the directors and senior officers of AuRico Metals, who, as of November 22, 2017, collectively owned or exercised control or direction over an aggregate of 18,546,308 Shares, representing approximately 11.4% of the Shares outstanding as of such date (or 15.3%, on a fully-diluted basis).

See “The Arrangement – Reasons for the Recommendation of the Board” for more information.

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Q: What approvals are required by Shareholders at the Meeting?

A: In order for the Arrangement to be completed, the Arrangement Resolution will require: (i) the affirmative vote of at least 66 % of the votes cast by Shareholders who vote in person or by proxy at the Meeting; and (ii) the affirmative vote of at least a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting, after excluding the Excluded Votes. See “The Arrangement – Approvals – Shareholder Approval” for more information.

See “The Arrangement – Approvals – Shareholder Approval” for more information.

Q: What other approvals are required for the Arrangement to be completed?

A: In addition to the approval of the Arrangement Resolution by Shareholders, the Court will be asked to make an order approving the Arrangement and to determine that the Arrangement is fair and reasonable to the Shareholders. AuRico Metals will apply to the Court for this order if the Shareholders approve the Arrangement Resolution at the Meeting.

The Arrangement is also subject to regulatory approvals, including Competition Act Approval and FIRB Approval.

See “The Arrangement – Approvals” for more information.

Q: Which directors and executive officers of AuRico Metals are included in the Excluded Votes?

A: Shares held by Chris Richter, the President and Chief Executive Officer of AuRico Metals, and Scott Perry, the Chief Executive Officer and a director of Centerra and a former director of AuRico Metals, will be excluded from the vote on the Arrangement Resolution in determining whether such resolution is approved by a simple majority of the votes cast by Shareholders after excluding the votes cast by certain persons whose votes are required to be excluded in determining minority approval of a business combination pursuant to MI 61-101. See “The Arrangement – Approvals – Shareholder Approval” for more information.

Q: Does the board of directors of AuRico Metals support the Arrangement?

A: Yes. The Board has unanimously (subject to then current director Mr. Perry’s abstention) determined, following consultation with its legal and financial advisors and the receipt of the Fairness Opinion, that the Arrangement is in the best interests of AuRico Metals.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT RESOLUTION.

See “The Arrangement – Recommendation of the Board” for more information.

Q: Are there support agreements in place with any Shareholders?

A: Yes. Each of the directors and senior officers of AuRico Metals, as well as Alamos Gold, have entered into Support Agreements with the Purchaser pursuant to which they have agreed, among other things, to support the Arrangement and VOTE IN FAVOUR of the Arrangement Resolution and against any competing proposal. As of November 22, 2017, the directors and senior officers of AuRico Metals, together with their associates and affiliates, and together with Alamos Gold, collectively owned or exercised control or direction over an aggregate of 18,546,308 Shares, representing approximately 11.4% of the Shares outstanding as of such date (or 15.3%, on a fully-diluted basis). See “Summary of Material Agreements – Support Agreements”.

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Q: Is there a fairness opinion regarding the Consideration to be received by Shareholders?

A: Yes. The Board has received the Fairness Opinion from Macquarie Capital, AuRico Metals’ financial advisor, to the effect that, as at November 6, 2017, and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders. See “The Arrangement – Fairness Opinion” and the full text of the Fairness Opinion which is attached as Appendix E to this Circular.

Q: When will the Arrangement become effective?

A: The Arrangement will become effective at 12:01 a.m. (Toronto time) on the date shown on the Certificate issued by the OBCA Director, which is expected to occur in January 2018, subject to the satisfaction or waiver, if applicable, of all the conditions precedent to the Arrangement, including that the Final Order has been granted by the Court. See “The Arrangement – Description of the Arrangement – Summary of Key Procedural Steps for the Arrangement to Become Effective”.

Q: What are the Canadian federal income tax consequences of the Arrangement to Shareholders?

A: Subject to the qualifications set forth in this Circular, generally, a Resident Holder who disposes of Shares pursuant to the Plan of Arrangement will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Shares immediately before the disposition. A Non-Resident Holder will generally not be subject to tax under the Tax Act on any capital gain realized on a disposition of Shares, unless the Shares are “taxable Canadian property” to the Non-Resident Holder for purposes of the Tax Act and the Shares are not “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act. See “Certain Canadian Federal Income Tax Considerations”.

Tax matters are complicated, and the Canadian federal income tax consequences of the Arrangement to you will depend on your particular circumstances. Because individual circumstances may differ, you should consult with your tax advisor as to the specific tax consequences of the Arrangement to you.

Q: What are the United States federal income tax consequences of the Arrangement to Shareholders?

A: Subject to the qualifications set forth in this Circular, a U.S. Holder that disposes of Shares pursuant to the Plan of Arrangement will recognize gain or loss in an amount equal to the difference, if any, between the proceeds of the disposition and the U.S. Holder’s adjusted tax basis in the Shares. Subject to the discussion of the PFIC rules below, preferential tax rates for long-term capital gains are generally applicable to a U.S. Holder that is an individual, estate or trust if the U.S. Holder’s holding period for the Shares was more than one year at the Effective Date. See “Certain United States Federal Income Tax Considerations”.

Tax matters are complicated, and the United States federal income tax consequences of the Arrangement to you will depend upon your particular circumstances. Because individual circumstances may differ, you should consult with your tax advisor as to the specific tax consequences of the Arrangement to you, including the applicability of United States federal, state, local, non-U.S. and other tax laws.

Q: What will happen to AuRico Metals if the Arrangement is completed?

A: If the Arrangement is completed, the Purchaser will acquire all of the outstanding Shares and AuRico Metals will become an indirect wholly-owned subsidiary of Centerra. Following completion of the Arrangement, it is expected that the Shares will be de-listed from the TSX and AuRico Metals will make an application to cease to be a reporting issuer under applicable securities laws. See “The Arrangement – Stock Exchange De-Listing and Reporting Issuer Status”.

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Q: Are Shareholders entitled to Dissent Rights?

A: Yes. Pursuant to the Interim Order, registered holders of Shares are entitled to Dissent Rights, but only if they follow the procedures specified in Section 185 the OBCA, as modified by the Plan of Arrangement and the Interim Order. If you wish to exercise Dissent Rights, you should review the requirements summarized in this Circular carefully and consult with your legal advisor. See “The Arrangement – Dissent Rights for Shareholders”.

Q: What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A: If the Arrangement Resolution is not approved or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated by one or both of AuRico Metals or the Purchaser. In certain such circumstances, including if AuRico Metals proposes to enter into a definitive agreement providing for the implementation of a Superior Proposal or makes a Change of Recommendation, AuRico Metals will be required to pay to the Purchaser a termination fee of $12 million in connection with such termination. See “Summary of Material Agreements – The Arrangement Agreement – Termination of the Arrangement Agreement”.

Q: Should I send my AuRico Metals share certificates in now?

A: You are not required to send in your certificate(s) representing Shares or DRS advices to validly cast your vote in respect of the Arrangement at the Meeting. However, we encourage Registered Shareholders to complete, sign, date and return the Letter of Transmittal, which is printed on blue paper, together with their Share certificate(s) or DRS advices, as applicable, to the Depositary as soon as possible, and preferably no later than two Business Days prior to the Effective Date which will assist in arranging for the prompt payment of the Consideration to which such Shareholders are entitled once the Arrangement is completed.

Q: When can I expect to receive the consideration for my Shares?

A: If you are a Registered Shareholder, you will receive the Consideration for your Shares as soon as practicable after the Arrangement becomes effective, provided you have sent all of the necessary documentation to the Depositary, including your properly completed Letter of Transmittal and certificate(s) representing your Shares or DRS Advice(s).

Non-Registered Shareholders whose Shares are registered in the name of a broker, dealer, bank, trust company or other Intermediary must contact their Intermediary to deposit their Shares.

Q: What happens if I send in my Share certificate(s) and the Arrangement Resolution is not approved or the Arrangement is not completed?

A: If the Arrangement Resolution is not approved or if the Arrangement is not otherwise completed, your certificate(s) representing Shares will be returned promptly to you by the Depositary.

Q: Who should I contact if I have questions?

A: If you have any questions or need assistance completing your form of proxy, voting instruction form or (in the case of Registered Shareholders) Letter of Transmittal, please contact D.F. King Canada by: (i) telephone, toll-free in North America at +1-800-926-6756 or at +1-201-806-7301 outside of North America; (ii) facsimile to +1-888-509-5907; or (iii) e-mail to [email protected].

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SUMMARY

The following is a summary of certain information contained in this Circular. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular and the attached appendices, all of which are important and should be reviewed carefully. Capitalized terms used in this summary without definition have the meanings ascribed to them in the “Glossary of Terms” appearing elsewhere in this Circular.

The Meeting

The Meeting will be held at 10:00 a.m. (Toronto time) on December 22, 2017 at the offices of Fasken Martineau DuMoulin LLP, 333 Bay Street, 24th Floor, Toronto, Ontario M5H 2T6.

Record Date

Only Shareholders of record at 5:00 p.m. (Toronto time) on November 22, 2017 will be entitled to receive notice of and vote at the Meeting, or any adjournment or postponement thereof.

Purpose of the Meeting

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution. The full text of the Arrangement Resolution is set out in Appendix A to this Circular. In order to become effective, the Arrangement Resolution will require: (i) the affirmative vote of at least 66 % of the votes cast by Shareholders who vote in person or by proxy at the Meeting; and (ii) the affirmative vote of at least a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting, after excluding the Excluded Votes. See “The Arrangement – Approvals – Shareholder Approval”.

The Arrangement

Pursuant to the Arrangement, Shareholders (other than those who validly exercise their Dissent Rights) will receive, in accordance with the terms and conditions set forth in the Plan of Arrangement, a cash payment of $1.80 from the Purchaser in consideration for each such Shareholder’s Shares. In addition: (i) each Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be unconditionally vested and exercisable, and will be deemed to be transferred by the holder thereof to AuRico Metals in exchange for a cash payment equal to the amount, if any, by which $1.80 exceeds the exercise price of such Option (Options that are “out-of-the-money” will be cancelled by AuRico Metals at the time stipulated therefor in the Plan of Arrangement for no consideration); (ii) each Share Award (other than PSUs) outstanding immediately prior to the Effective Time (whether vested or unvested) will be deemed to be transferred by the holder thereof to AuRico Metals in exchange for a cash payment equal to $1.80; (iii) each PSU outstanding immediately prior to the Effective Time will be deemed to be transferred by the holder thereof to AuRico Metals in exchange for a cash payment equal to $1.80 (assuming a 100% vesting pursuant to the performance criteria in the Long Term Incentive Plan as of the date prior to the Effective Date, however the actual vesting criteria is subject to determination by AuRico Metals based on performance relative to the established performance criteria, but in no event shall such determination result in a vesting greater than 200% vesting for PSUs with potential vesting portions above 100%, or 100% vesting for PSUs with potential vesting portions of up to 100%); and (iv) each ESPP Share outstanding immediately prior to the Effective Time will be deemed to be fully vested and will be acquired by the Purchaser in the same manner and for the same consideration as all other outstanding Shares (other than Shares held by Shareholders who validly exercise their Dissent Rights). Each of the foregoing cash payments by the Purchaser or AuRico Metals will be subject to any withholdings or deductions required to be made pursuant to the Plan of Arrangement.

As a result of the Arrangement, the Purchaser will acquire all of the outstanding Shares and AuRico Metals will become an indirect wholly-owned subsidiary of Centerra.

Opinion of Macquarie Capital

In determining to approve the Arrangement, the Board considered, among other things, the Fairness Opinion of the financial advisor to AuRico Metals, Macquarie Capital. The Fairness Opinion concluded that, subject to the scope of review, assumptions and limitations contained therein, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders. The Fairness Opinion is attached as Appendix C to

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this Circular. AuRico Metals encourages you to read the opinion in its entirety. See “The Arrangement – Fairness Opinion”.

Macquarie Capital provided the Fairness Opinion for the information and assistance of the Board in connection with its consideration of the Arrangement. The Fairness Opinion is not a recommendation as to how any Shareholder should vote with respect to the Arrangement or any other matter.

RECOMMENDATION TO SHAREHOLDERS

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT RESOLUTION.

Recommendation of the Board

After careful consideration, including consultation with its legal and financial advisors, the receipt of the Fairness Opinion and taking into consideration the other factors set out under the heading “The Arrangement – Reasons for the Recommendation of the Board”, the Board determined that the Arrangement is in the best interests of AuRico Metals and is fair to the Shareholders, and unanimously (subject to then current director Mr. Perry’s abstention) passed a resolution approving the Arrangement, authorizing the entering into of the Arrangement Agreement and recommending that Shareholders VOTE IN FAVOUR of the Arrangement Resolution.

Reasons for the Recommendation of the Board

In the course of its evaluation of the Arrangement, the Board considered a number of factors, including those listed below, with the benefit of advice from AuRico Metals’ senior management, Macquarie Capital and AuRico Metals’ legal counsel. The following is a summary of the principal reasons for the unanimous recommendation of the Board that Shareholders VOTE IN FAVOUR of the Arrangement Resolution:

Immediate and significant premium to Shareholders. The Consideration of $1.80 per Share under the Arrangement represents a premium of approximately 38% to the closing price of the Shares on the TSX on November 6, 2017, the date immediately prior to the announcement of the Arrangement Agreement, and a premium of approximately 37% based on the 20 trading-day volume-weighted average price of the Shares, calculated as of such date.

Certainty of value and immediate liquidity. The Consideration per Share offered under the Arrangement permits Shareholders to immediately realize full and fair value for their Shares in cash without incurring risks relating to market volatility or company performance. In particular, the development of the Kemess Project will require significant capital expenditures on the part of AuRico Metals. The availability of financing to AuRico Metals for the development of the Kemess financing is uncertain and, even if available, would be likely to result in significant dilution to current Shareholders (for example, in the case of any equity financing) or the loss of certain benefits of the Kemess Project (for example, in the case of any streaming arrangement).

Likelihood of completion. The obligation of the Purchaser to complete the Arrangement is subject to a limited number of conditions that the Board believes are reasonable under the circumstances. In particular, the (i) closing of the Arrangement is not subject to any financing condition and Centerra has sufficient means to fund the Purchaser to enable it to complete the Arrangement and (ii) the Arrangement involves the sale of AuRico Metals as a whole (as opposed to a sale of only the Kemess Project or only the royalty portfolio of AuRico Metals), a transaction that can generally be completed more expeditiously and with more certainty than any transaction that involves a sale of AuRico Metals’ assets. In light of the foregoing, the Board believes that the Arrangement is likely to be completed in accordance with its terms and within a reasonable time, with closing currently expected to occur in January 2018.

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Fairness Opinion. The Board has received the Fairness Opinion from Macquarie Capital to the effect that, as at November 6, 2017, and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders. See “The Arrangement – Fairness Opinion”.

Support of AuRico Metals’ directors and officers and Alamos Gold. Each of the directors and senior officers of AuRico Metals, as well as Alamos Gold, have entered into Support Agreements with the Purchaser pursuant to which they have agreed, among other things, to support the Arrangement and vote all Shares beneficially owned by them in favour of the Arrangement Resolution. As of November 6, 2017, the directors and senior officers of AuRico Metals, together with their respective associates and affiliates, and together with Alamos Gold, owned or exercised control or direction over an aggregate of 18,546,308 Shares, representing approximately 11.4% of the Shares outstanding as of such date (or 15.3%, on a fully-diluted basis).

Other factors. The Board also considered the Arrangement with reference to the financial condition and results of operations of AuRico Metals, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and pursuing those alternatives in light of current market conditions and AuRico Metals’ financial position.

The Board also considered the risks relating to the Arrangement, including those matters described under the heading “Risk Factors”. The Board believes that, overall, the anticipated benefits of the Arrangement to AuRico Metals outweigh these risks.

In making its determinations and recommendations, the Board also observed that a number of procedural safeguards were in place and are present to permit the Board to represent the interests of AuRico Metals, the Shareholders and AuRico Metals’ other stakeholders. These procedural safeguards include, among others:

Ability to respond to potentially Superior Proposals. Subject to the limitations contained in the Arrangement Agreement on AuRico Metals’ ability to solicit interest from third parties, the Arrangement Agreement allows AuRico Metals to engage in discussions or negotiations regarding any unsolicited Acquisition Proposal received prior to the Meeting that constitutes or that could reasonably be expected to lead to a Superior Proposal.

Reasonable Termination Fee. The amount of the Termination Fee, being $12 million payable under certain circumstances described under “Summary of Material Agreements – The Arrangement Agreement – Termination Fee”, was considered reasonable.

Shareholder approval. The Arrangement must be approved by: (i) the affirmative vote of at least 66 % of the votes cast on the Arrangement Resolution by Shareholders who vote in person or by proxy at the Meeting; and (ii) the affirmative vote of at least a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting, after excluding the Excluded Votes.

Court and regulatory approvals. The Arrangement must be approved by the Court, which will consider, among other things, the substantive and procedural fairness and the reasonableness of the Arrangement to Shareholders. The Arrangement Agreement also contains a condition precedent that all Key Regulatory Approvals shall be obtained or waived prior to closing.

Dissent Rights. The availability of Dissent Rights to Registered Shareholders with respect to the Arrangement. See “The Arrangement – Dissent Rights for Shareholders”.

The foregoing summary of the information and factors considered by the Board is not intended to be exhaustive, but includes the material information and factors considered by the Board in its consideration of the Arrangement. In view of the variety of factors and the amount of information considered in connection with the Board’s evaluation of the Arrangement, the Board did not find it practicable to and did not quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. In addition, individual

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members of the Board may have assigned different weights to different factors in reaching their own conclusion as to the fairness of the Arrangement.

See “The Arrangement – Reasons for the Recommendation of the Board”.

Support Agreements

Each of the directors and senior officers of AuRico Metals have entered into the Support Agreements with the Purchaser pursuant to which they have agreed, among other things, to support the Arrangement and vote all Shares beneficially owned by them in favour of the Arrangement Resolution. As of the date of this Circular, the directors and senior officers of AuRico Metals, together with their associates and affiliates, and together with Alamos Gold, owned or exercised control or direction over an aggregate of 25,908,812 Shares, including Shares issuable upon the exercise or conversion of Options and Share Awards (consisting of 18,546,308 Shares, 3,180,000 Options, 436,769 RSUs, 1,581,667 PSUs providing for the issuance of up to 2,096,667 Shares upon the vesting thereof (assuming the maximum performance criteria has been satisfied) and 2,164,068 DSUs), representing approximately 11.4% of the Shares outstanding as of such date (or 15.3%, on a fully-diluted basis). See “Summary of Material Agreements – Support Agreements”.

Procedure for the Arrangement to Become Effective

Summary of Key Procedural Steps

The Arrangement is proposed to be carried out pursuant to section 182 of the OBCA. The following procedural steps must be taken in order for the Arrangement to become effective:

(a) the Arrangement Resolution must be approved by the Shareholders in the manner set forth in the Interim Order;

(b) the Court must grant the Final Order approving the Arrangement;

(c) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by one or both of AuRico Metals or the Purchaser, as appropriate; and

(d) the Articles of Arrangement in the form prescribed by the OBCA must be filed with the OBCA Director.

Court Approval

Implementation of the Arrangement requires the approval of the Court. A copy of the Notice of Application applying for the Final Order approving the Arrangement is attached hereto as Appendix D. Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, the hearing in respect of the Final Order is expected to take place on or about January 3, 2018 at 10:00 a.m. (Toronto time) in the Court at 330 University Avenue, Toronto, Ontario, or as soon thereafter as is reasonably practicable. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement and the rights and interests of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. See “The Arrangement – Approvals – Court Approval”.

Conditions Precedent

The implementation of the Arrangement is subject to a number of conditions being satisfied or waived by one or both of AuRico Metals and the Purchaser at or prior to the Effective Time. See “Summary of Material Agreements – The Arrangement Agreement – Conditions of Closing”.

Effective Date

The Arrangement will become effective at 12:01 a.m. (Toronto time) on the date shown on the Certificate issued by the OBCA Director, which is expected to occur in January 2018, subject to the satisfaction or waiver, if applicable, of all the conditions precedent to the Arrangement, including that the Final Order has been granted by the Court. See “The Arrangement – Description of the Arrangement – Summary of Key Procedural Steps for the Arrangement to Become Effective”.

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Letter of Transmittal and Delivery of Cash Payable Under the Arrangement

Enclosed with this Circular as sent to Shareholders is the Letter of Transmittal printed on blue paper which, when properly completed and duly executed and returned to the Depositary together with certificate(s) representing Shares or DRS advice(s), as applicable, and such additional documents, certificates and instruments as the Depositary may reasonably require, will enable each Shareholder to obtain the Consideration to which such Shareholder is entitled under the Arrangement.

AuRico Metals and the Purchaser will cause the Depositary, as soon as practicable after a Shareholder becomes entitled to the Consideration in accordance with the Plan of Arrangement, to issue a cheque (or a form of payment of immediately available funds) for the Consideration to which such Shareholder is entitled, less any amounts deducted or withheld in accordance with the Plan of Arrangement. Unless the Shareholder instructs the Depositary to hold the cheque for pick-up by checking the appropriate box in the Letter of Transmittal, cheques will be forwarded by first class mail to the address specified in the Letter of Transmittal. If no address is provided, cheques will be forwarded by first class mail to the address of the Shareholder as shown on the Share register maintained by or on behalf of AuRico Metals immediately prior to the Effective Time.

See “The Arrangement – Letter of Transmittal” and see “The Arrangement – Delivery of Cash Payable Under the Arrangement”.

Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Shares that were acquired by the Purchaser or AuRico Metals pursuant to the Plan of Arrangement has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Shares and submitting a Letter of Transmittal completed to the best of the former holder’s ability, the Depositary will deliver to such person or make available for pick-up at its offices in exchange for such lost, stolen or destroyed certificate, a cheque representing the Consideration to which the former holder of such Shares is entitled to receive pursuant to the Plan of Arrangement in accordance with such holder’s Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Shares will, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to AuRico Metals, the Purchaser and the Depositary in such sum as the Purchaser may direct or otherwise indemnify AuRico Metals and the Purchaser in a manner satisfactory to AuRico Metals and the Purchaser against any claim that may be made against AuRico Metals or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed. See “The Arrangement – Lost Certificates”.

Dissent Rights for Shareholders

The Interim Order expressly provides Registered Shareholders with Dissent Rights with respect to the Arrangement. As a result, any Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the day before the Arrangement Resolution is adopted) of all, but not less than all, of the Shares beneficially held by it in accordance with Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement), if the Shareholder dissents with respect to the Arrangement and the Arrangement becomes effective. It is a condition to completion of the Arrangement in favour of the Purchaser that there shall not have been delivered and not withdrawn notices of dissent with respect to the Arrangement in respect of more than 10% of the Shares. Notwithstanding subsection 185(6) of the OBCA (pursuant to which a written objection may be provided at or prior to the Meeting), a Dissenting Shareholder who seeks payment of the fair value of its Shares is required to deliver a written objection to the Arrangement Resolution to AuRico Metals not later than 48 hours preceding the Meeting (or any adjournment or postponement thereof), excluding Saturdays, Sundays and statutory holidays in the Province of Ontario. Such notice must be delivered to the Secretary of AuRico Metals, at 110 Yonge Street, Suite 601, Toronto, Ontario, M5C 1T4, facsimile: 1-416-216-2781, with a copy to Fasken Martineau DuMoulin LLP, 333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6, facsimile: 1-416-364-7813, Attention: Krisztian Toth.

Shareholders who duly exercise their Dissent Rights are deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser and if such Dissenting Shareholders: (i) ultimately are entitled to be paid the fair value for such Shares by the Purchaser, will be paid the fair value of such Shares, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or (ii) ultimately are not entitled, for any reason, to be paid the fair value for such Shares by the Purchaser, will be deemed to have participated in

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the Arrangement on the same basis as any non-Dissenting Shareholder. In addition to any other restrictions under section 185 of the OBCA, for greater certainty, none of the following will be entitled to exercise Dissent Rights: holders of Options, holders of Share Awards and holders of Shares who vote or have instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution (but only in respect of such Shares). From and after the Effective Time, in no case is the Purchaser, AuRico Metals or any other person required to recognize a Dissenting Shareholder as a holder of Shares or as a holder of any securities of any of the Purchaser, AuRico Metals or any of their respective subsidiaries and the names of the Dissenting Shareholders are to be deleted from AuRico Metals’ register of holders of Shares. These provisions are technical and complex and registered holders of Shares who wish to exercise Dissent Rights should consult a legal advisor. See “The Arrangement – Dissent Rights for Shareholders”.

Conditions of Closing

The Arrangement Agreement provides that the respective obligations of the parties to complete the Arrangement are subject to the satisfaction, or mutual waiver by the parties, of the following conditions on or before the Effective Time:

(a) the Arrangement Resolution will have been approved by the Shareholders at the Meeting in accordance with the Interim Order and applicable laws;

(b) each of the Interim Order and Final Order will have been obtained in form and substance satisfactory to each of AuRico Metals and the Purchaser, each acting reasonably, and will not have been set aside or modified in any manner unacceptable to either AuRico Metals or the Purchaser, each acting reasonably, on appeal or otherwise;

(c) the Key Regulatory Approvals will have been obtained and be in full force and effect and not modified;

(d) the Articles of Arrangement to be sent to the OBCA Director in accordance with the Arrangement Agreement and the OBCA are in form and content satisfactory to AuRico Metals and the Purchaser, each acting reasonably; and

(e) the Arrangement Agreement shall not have been terminated in accordance with its terms.

The Arrangement Agreement provides that the obligations of AuRico Metals to complete the Arrangement are subject to the satisfaction, or waiver by AuRico Metals, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of AuRico Metals:

(a) each of Centerra and the Purchaser shall have complied in all material respects with its obligations, covenants and agreements in the Arrangement Agreement to be performed and complied with on or before the Effective Date, except where the failure to comply with such obligations, covenant and agreements has not and would not reasonably be expected to, individually or in the aggregate, prevent, significantly impede or materially delay the completion of the Arrangement or any of the transactions contemplated by the Arrangement Agreement;

(b) the representations and warranties of Centerra and the Purchaser set forth in the Arrangement Agreement shall be true and correct at and as of the date of the Arrangement Agreement and the Effective Date as if made on and as of such date (except for such representations and warranties which are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date) except for breaches of representations and warranties that have not and would not reasonably be expected to, individually or in the aggregate, prevent, significantly impede or materially delay the completion of the Arrangement and the transactions contemplated thereby;

(c) AuRico Metals shall have received a certificate of Centerra and the Purchaser signed by a senior officer of each of Centerra and the Purchaser and dated the Effective Date certifying that the conditions set out in items (a) and (b) have been satisfied; and

(d) the Purchaser shall have complied with its obligations under the Arrangement Agreement and the Depositary shall have confirmed receipt of the Consideration.

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The Arrangement Agreement provides that the obligations of the Purchaser to complete the Arrangement are subject to the satisfaction, or waiver by the Purchaser, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Purchaser:

(a) AuRico Metals shall have complied in all material respects with its obligations, covenants and agreements in the Arrangement Agreement to be performed and complied with on or before the Effective Date;

(b) the representation and warranties of AuRico Metals:

(i) that are the fundamental representations of AuRico Metals (including representations relating to organization and qualification, authority relative to the Arrangement Agreement, required approvals, no violation, interest in properties and material contracts) shall be true and correct at and as of the date of the Arrangement Agreement and the Effective Date as if made on and as of such date;

(ii) that are the capitalization representations and warranties of AuRico Metals shall be true and correct (other than de minimis inaccuracies) at and as of the date of the Arrangement Agreement and the Effective Date as if made on and as of such date, other than as a result of the exercise or expiry of Options or the expiry, vesting, exercise or issuance of securities in connection with Share Awards, in each case as disclosed to the Purchaser and Centerra; and

(iii) other than the representations and warranties of AuRico Metals to which items (i) or (ii) above applies, the representations and warranties of AuRico Metals (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the date of the Arrangement Agreement and the Effective Date as if made on and as of such date except for breaches of representations and warranties which are not, and have not had, a Material Adverse Effect,

except in each case, for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date;

(c) the Purchaser shall have received a certificate of AuRico Metals signed by a senior officer of AuRico Metals and dated the Effective Date certifying that the conditions set out in items (a) and (b) above have been satisfied, which certificate will cease to have any force and effect after the Effective Time;

(d) no law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no proceeding will otherwise have been taken, or be pending or threatened under any laws or by any Governmental Authority (whether temporary, preliminary or permanent) that:

(i) makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement or the payment of the Consideration;

(ii) prohibits, restricts or imposes terms or conditions beyond those terms and conditions which the Purchaser is required to accept pursuant to the terms of the Arrangement Agreement, or the ownership or operation by the Purchaser of the business or assets of the Purchaser, its affiliates and related entities, AuRico Metals or any of its subsidiaries and related entities, or compels the Purchaser to dispose of or hold separate any of the business or assets of the Purchaser, its affiliates and related entities, AuRico Metals or any of its subsidiaries and related entities as a result of the Arrangement; or

(iii) prevents or materially delays the consummation of the Arrangement, or if the Arrangement were to be consummated, has a Material Adverse Effect;

(e) the Credit Agreement shall be terminated and any liens associated with the facility available thereunder shall have been discharged; and

(f) Shareholders shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Shareholders representing not more than 10% of Shares then outstanding);

(g) there shall not have occurred a Material Adverse Effect.

See “Summary of Material Agreements – The Arrangement Agreement – Conditions of Closing”.

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Covenants of AuRico Metals Regarding Non-Solicitation

Under the terms of the Arrangement Agreement, AuRico Metals and its subsidiaries shall not, directly or indirectly, through any of their representatives or otherwise, and shall not permit any such person to, among other things: (a) make, initiate, solicit or knowingly encourage or facilitate (including by way of furnishing or affording access to information or permitting any visit to facilities or properties of AuRico Metals or any of its subsidiaries) any inquiry, proposal or offer that constitutes, or that could reasonably be expected to lead to, an Acquisition Proposal; (b) enter into or otherwise engage or participate in any discussions or negotiations with, furnish information to, or otherwise co-operate in any way with, any person (other than the Purchaser and its subsidiaries) regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (c) take no position or remain neutral with respect to, or agree to, accept, approve, endorse or recommend, or propose publicly to agree to, accept, approve, endorse or recommend any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period ending not later than the end of the fifth Business Day after such Acquisition Proposal has been publicly announced shall be deemed not to constitute a violation of the Arrangement Agreement), provided the Board has rejected such Acquisition Proposal and affirmed its recommendation to all Shareholders that they vote in favour of the Arrangement Resolution before the end of such fifth Business Day (or in the event that Meeting is scheduled to occur within such period, prior to the end of the third Business Day prior to the date of Meeting); (d) make or propose publicly to make a Change of Recommendation; (e) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement effecting or related to any Acquisition Proposal or potential Acquisition Proposal (other than an acceptable confidentiality agreement permitted by and in accordance with the Non-Solicitation Covenants); or (f) make any public announcement or take any other action inconsistent with the approval, recommendation or declaration of advisability of the Board of the transactions contemplated by the Arrangement Agreement.

Notwithstanding anything to the contrary contained in the Arrangement Agreement, in the event that AuRico Metals receives a bona fide written Acquisition Proposal from any person after the date of the Arrangement Agreement and prior to Meeting that did not otherwise result from a breach of the Arrangement Agreement, and subject to AuRico Metals’ compliance with the Arrangement Agreement, AuRico Metals and its representatives may furnish information with respect to it to such person pursuant to an acceptable confidentiality agreement and participate in discussions or negotiations regarding such Acquisition Proposal, if and only if: (a) prior to taking any action described above, the Board determines, in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal is or could reasonably be expected to result in a Superior Proposal; (b) such person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality agreement, standstill, use, business purpose or similar restriction with AuRico Metals or any of its subsidiaries or representatives; (c) AuRico Metals has been, and continues to be, in compliance with its obligations under the Non-Solicitation Covenants of the Arrangement Agreement; and prior to taking any action described above, (I) AuRico Metals enters into and provides a copy of an acceptable confidentiality agreement to the Purchaser promptly (and in any event within 24 hours thereafter) upon its execution and (II) AuRico Metals contemporaneously provides to the Purchaser any non-public information concerning AuRico Metals that is provided to such person which was not previously provided to the Purchaser or its representatives.

In the event AuRico Metals receives a bona fide Acquisition Proposal that is a Superior Proposal from any person after the date of the Arrangement Agreement and prior to the Meeting, then the Board may, prior to the Meeting, withdraw, modify, qualify or change in a manner adverse to the Purchaser its approval or recommendation of the Arrangement and/or approve or recommend such Superior Proposal and/or enter into an acquisition agreement with respect to such Superior Proposal if and only if:, among other things, a period of at least five Business Days shall have elapsed from the later of the date AuRico Metals has given written notice to the Purchaser that it has received such Superior Proposal and the date on which AuRico Metals has provided the Purchaser a copy of the proposed Acquisition Agreement and all supporting materials, including any financing documents, supplied to AuRico Metals by or on behalf of the person making the Superior Proposal in connection therewith. During the Superior Proposal Notice Period, the Board will review in good faith any offer made by the Purchaser to amend the terms of the Arrangement Agreement and the Arrangement in order to determine, in consultation with its financial advisors and outside legal counsel, whether the proposed amendments would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal. AuRico Metals agrees that, subject to AuRico Metals’ disclosure obligations under applicable securities laws, the fact of the making of, and each of the terms of, any such proposed amendments shall be kept strictly confidential and shall not be disclosed to any person (including without limitation, the person having made

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the Superior Proposal), other than AuRico Metals’ representatives, without the Purchaser’s prior written consent. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal as a result of the amendments proposed by the Purchaser, AuRico Metals will forthwith so advise the Purchaser and will promptly thereafter accept the offer by the Purchaser to amend the terms of the Arrangement Agreement and the Arrangement, and the parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal remains a Superior Proposal and therefore rejects the Purchaser’s offer to amend the Arrangement Agreement and the Arrangement, if any, AuRico Metals may, subject to compliance with the other provisions hereof, terminate the Arrangement Agreement and enter into an acquisition agreement in respect of such Superior Proposal.

See “Summary of Material Agreements – The Arrangement Agreement – Covenants – Non-Solicitation Covenants”.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated in the following circumstances by:

(a) the mutual written consent of AuRico Metals and the Purchaser at any time prior to the Effective Time;

(b) either AuRico Metals or the Purchaser at any time prior to the Effective Time if:

(i) the Effective Time does not occur on or before the Outside Date, except that this right to terminate the Arrangement Agreement shall not be available to any party whose failure to fulfil any of its covenants or obligations or whose breach of any of its representations and warranties under the Arrangement Agreement has been a principal cause of, or resulted in, the failure of the Effective Time to occur by such date;

(ii) the Meeting is held and the Arrangement Resolution is not approved by the Shareholders in accordance with applicable laws and the Interim Order; or

(iii) any law is enacted, made, enforced or amended, as applicable, that makes the completion of the Arrangement or the transactions contemplated by the Arrangement Agreement illegal or otherwise prohibited, and such law has become final and non-appealable, except that this right to terminate the Arrangement Agreement shall not be available to any party unless such party has used its commercially reasonable efforts to, as applicable, appeal or overturn such law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement;

(c) the Purchaser at any time prior to the Effective Time if:

(i) either (A) a Change of Recommendation, (C) AuRico Metals and/or the Board accepts, approves, endorses or recommends any Acquisition Proposal, (D) AuRico Metals enters into an acquisition agreement in respect of any Acquisition Proposal (other than an acceptable confidentiality agreement permitted by the Non-Solicitation Covenants), or (E) AuRico Metals or the Board publicly proposes or announces its intention to do any of the foregoing;

(ii) AuRico Metals intentionally and materially breaches any of its material obligations or material covenants under the Arrangement Agreement; or

(iii) subject to compliance with the terms of the Arrangement Agreement, AuRico Metals breaches any of its representations, warranties, covenants or agreements contained in the Arrangement Agreement, which breach would cause any of the conditions set forth in the mutual conditions or in additional conditions precedent to the obligations of the Purchaser above not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of the Arrangement Agreement, provided, however, that the Purchaser is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth in the mutual conditions above or in additional conditions precedent to the obligations of the Purchaser not to be satisfied; or

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(i) at any time prior to the approval of the Arrangement Resolution, if the Board approves, and authorizes AuRico Metals to enter into, a definitive agreement providing for the implementation of a Superior Proposal in accordance with the Non-Solicitation Covenants above, subject to AuRico Metals complying with the Non-Solicitation Covenants and paying the Termination Fee concurrently with such termination; or

(ii) at any time prior to the Effective Time, subject to compliance with the terms of the Arrangement Agreement, if the Purchaser breaches any of its representations, warranties, covenants or agreements contained in the Arrangement Agreement, which breach would cause any of the conditions set forth in the mutual conditions above or additional conditions precedent to the obligations of the Purchaser above not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of the Arrangement Agreement, provided, however, that AuRico Metals is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth in mutual conditions above or additional conditions precedent to the obligations of the Purchaser above not to be satisfied.

See “Summary of Material Agreements – The Arrangement Agreement – Termination of the Arrangement Agreement”.

Termination Fee

The Arrangement Agreement specifies that AuRico Metals shall pay the Purchaser the Termination Fee of $12 million, as liquidated damages, upon termination of the Arrangement Agreement in certain circumstances, including in the event of a Superior Proposal, a Change of Recommendation or a breach of the non-solicitation covenants. See “Summary of Material Agreements – The Arrangement Agreement – Termination Fee”.

Interest of Certain Persons in Matters to be Acted Upon

There are certain agreements, commitments or understandings existing between AuRico Metals and certain of its directors and senior officers pursuant to which such individuals may receive certain payments or other benefits by way of compensation for loss of office upon completion of the Arrangement and certain of AuRico Metals directors and senior officers will receive a payment from the Purchaser and/or AuRico Metals pursuant to the treatment of their Options and Share Awards pursuant to the Arrangement. See “Interest Of Certain Persons In Matters To Be Acted Upon”.

Certain Canadian Federal Income Tax Considerations of the Arrangement for Shareholders

Generally, a Resident Holder who disposes of Shares pursuant to the Plan of Arrangement will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Shares immediately before the disposition.

A Non-Resident Holder will generally not be subject to tax under the Tax Act on any capital gain realized on a disposition of Shares, unless the Shares are “taxable Canadian property” to the Non-Resident Holder for purposes of the Tax Act and the Shares are not “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act.

The foregoing summary is qualified in its entirety by the more detailed summary set forth in this Circular under the heading “Certain Canadian Federal Income Tax Considerations for Shareholders”. Shareholders are strongly urged to consult their own tax advisors about the possible Canadian federal income tax consequences of the Arrangement.

Certain United States Federal Income Tax Considerations of the Arrangement for Shareholders

A U.S. Holder that disposes of Shares pursuant to the Plan Arrangement will recognize gain or loss in an amount equal to the difference, if any, between the proceeds of the disposition and the U.S. Holder’s adjusted tax basis in the Shares. Subject to the discussion of the PFIC rules below, preferential tax rates for long-term capital gains are generally applicable to a U.S. Holder that is an individual, estate or trust if the U.S. Holder’s holding period for the Shares was more than one year at the Effective Date.

The foregoing summary is qualified in its entirety by the more detailed summary set forth in this Circular under the heading “Certain United States Federal Income Tax Considerations for Shareholders”. Shareholders are strongly urged to consult their tax advisors regarding the U.S. federal income tax consequences of the Arrangement.

(d) AuRico Metals:

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Risk Factors

There are risks associated with the completion of the Arrangement. Some of these risks include that the Arrangement Agreement may be terminated in certain circumstances, in which case the market price for Shares may be adversely affected. In addition, the completion of the Arrangement is subject to a number of conditions precedent, some of which are outside the control of AuRico Metals and the Purchaser. See “Risk Factors” and “Summary of Material Agreements – The Arrangement Agreement – Conditions of Closing”.

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MANAGEMENT INFORMATION CIRCULAR

Introduction

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under the heading “Glossary of Terms”. Information contained in this Circular, including information in the appendices hereto, which form part of this Circular, is given as of November 22, 2017 unless otherwise specifically stated.

This Circular is furnished in connection with the solicitation of proxies by and on behalf of management of AuRico Metals for use at the Meeting. Management of AuRico Metals will solicit proxies primarily by mail, but proxies may also be solicited by telephone, e-mail, facsimile, in writing or in person by directors, officers, employees or agents of AuRico Metals. AuRico Metals has also retained D.F. King Canada to provide related advisory services in connection with the Meeting. The cost of the proxy solicitation services is approximately $40,000 plus out-of-pocket expenses and applicable taxes. The cost of solicitation of proxies for use at the Meeting will be paid by AuRico Metals.

The information concerning Centerra and the Purchaser contained in this Circular has been provided by Centerra and the Purchaser for inclusion in this Circular. Although AuRico Metals has no knowledge that any statements contained herein taken from or based on such sources are untrue or incomplete, AuRico Metals assumes no responsibility for the accuracy or completeness of the information taken from or based upon such sources or for any failure by Centerra or the Purchaser to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to AuRico Metals.

This Circular does not constitute an offer to buy or a solicitation of an offer to sell any securities, or the solicitation of a proxy, in any jurisdiction, to or from any person to whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. The delivery of this Circular will not, under any circumstances, create any implication and will not be treated as a representation that there has been no change in the information set forth herein since the date of this Circular. No person has been authorized to give any information or make any representation in connection with the Arrangement or any other matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

All summaries of, and references to, the Arrangement in this Circular are qualified in their entirety by reference to the complete text of the Plan of Arrangement and the Arrangement Agreement. The Plan of Arrangement is attached as Appendix B to this Circular and a copy of the Arrangement Agreement is available on SEDAR at www.sedar.com. Shareholders are urged to carefully read the full text of the Plan of Arrangement and the Arrangement Agreement.

Shareholders should not construe the contents of this Circular as legal, tax or financial advice and are urged to consult with their own legal, tax, financial or other professional advisors.

Unless otherwise indicated, all references to “$” or “dollars” in this Circular refer to Canadian dollars.

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NOTICE TO SHAREHOLDERS IN THE UNITED STATES

AuRico Metals is a corporation organized and existing under the laws of the Province of Ontario. AuRico Metals, this Circular and the solicitation of proxies contemplated in this Circular are not subject to the proxy solicitation and disclosure requirements of the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The solicitation of proxies is being made, and the transactions contemplated herein are being undertaken, by a Canadian issuer in accordance with applicable Canadian federal and provincial corporate and securities laws, and this Circular has been prepared in accordance with the federal and provincial disclosure requirements applicable in Canada. Shareholders should be aware that disclosure requirements under such Canadian laws are different from those of the United States applicable to registration statements under U.S. federal and state securities laws.

The enforcement by Shareholders of rights, claims and civil liabilities under U.S. federal or state securities laws may be affected adversely by the fact that AuRico Metals and the Purchaser each exist under the laws of the Province of Ontario, that some or all of its officers and directors or experts named herein, if any, are not residents of the United States and that all or substantially all of the respective assets of such persons are located outside the United States. You may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. federal or state securities laws. It may be difficult to compel such parties or affiliates of a non-U.S. company to subject themselves to the jurisdiction of a court in the United States or to enforce a judgment obtained from a court in the United States.

THIS CIRCULAR AND THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Shareholders in the United States should be aware that the financial statements and financial information of AuRico Metals, as publicly filed on SEDAR at www.sedar.com, are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and are subject to Canadian auditing and auditor independence standards, each of which differ in certain material respects from U.S. generally accepted accounting principles and auditing and auditor independence standards and thus may not be comparable in all respects to financial statements and information of U.S. companies.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Circular contains certain “forward-looking information” and “forward-looking statements”, as defined in applicable securities laws (collectively referred to as “forward-looking statements”).

Forward-looking statements are frequently characterized by words such as “will”, “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “forecast”, “schedule”, “estimate” and similar expressions, or statements that certain events, actions, results or conditions “could”, “may”, “might”, “will” or “would” occur, be taken or achieved. Such forward-looking statements include, but are not limited to, statements relating to the anticipated benefits of the Arrangement for AuRico Metals and its shareholders, regulatory approvals, Shareholder and Court approvals and the anticipated timing of the completion of the Arrangement. Forward-looking statements are not based on historical fact, but rather on current expectations and projections about future events, and are therefore subject to risks, uncertainties and other factors, many of which are beyond the control of AuRico Metals, which could cause actual results, performance or achievements of AuRico Metals to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the failure of the parties to obtain the necessary regulatory approvals or Shareholder and Court approvals or to otherwise satisfy the conditions to the completion of the Arrangement in a timely manner; significant transaction costs or unknown liabilities; failure to realize the expected benefits of the Arrangement; general economic conditions; and other risks and uncertainties identified under “Risk Factors”. Failure to obtain the necessary regulatory approvals or Shareholder and Court approvals, or the failure of the parties to otherwise satisfy

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the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. If the Arrangement is not completed, and AuRico Metals continues as a publicly-traded entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of AuRico Metals to the completion of the Arrangement could have an impact on its business and strategic relationships, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, pursuant to the terms of the Arrangement Agreement, AuRico Metals may, in certain circumstances, be required to pay a Termination Fee to the Purchaser, the result of which could have an adverse effect on its financial position.

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. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. All of the forward-looking statements made in this Circular are qualified by these cautionary statements. These factors are not intended to represent a complete list of the factors that could affect AuRico Metals. Accordingly, undue reliance should not be placed on forward-looking statements. AuRico Metals undertakes no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information or future events or otherwise, except as may be required in connection with a material change in the information disclosed in this Circular or as otherwise required by applicable laws.

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THE MEETING

The Meeting will be held on December 22, 2017, subject to any adjournment or postponement thereof, at 10:00 a.m. (Toronto time) at the offices of Fasken Martineau DuMoulin LLP, 333 Bay Street, 24th Floor, Toronto, Ontario M5H 2T6 for the purposes set forth in the accompanying Notice of Special Meeting.

Each of the directors and senior officers of AuRico Metals who owns, or exercises control or direction over Shares or other securities convertible into, or exchangeable for, Shares has agreed with the Purchaser, among other things, to support the Arrangement and vote his or her Shares in favour of the Arrangement Resolution pursuant to the Support Agreements. In addition, Alamos Gold has entered into a Support Agreement pursuant to which it has agreed with the Purchaser, among other things, to support the Arrangement and vote its Shares in favour of the Arrangement Resolution.

Appointment and Revocation of Proxies

The named proxy holders of AuRico Metals are Richard Colterjohn, the Chairman of AuRico Metals, or failing him, Christopher Richter, the President and Chief Executive Officer of AuRico Metals, or David Flahr, the Vice President, Finance of AuRico Metals. A Shareholder who wishes to appoint another person or entity (who need not be a Shareholder) to represent the Shareholder at the Meeting may either insert such person’s or entity’s name in the blank space provided in the form of proxy or complete another proper form of proxy.

The proxy must be in writing and signed by the Shareholder or by the Shareholder’s attorney, duly authorized in writing or, if the Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney. A proxy will only be valid if it is duly completed, signed, dated and deposited at the office of AuRico Metals’ transfer agent and registrar, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, facsimile: 1-866-249-7775, by 10:00 a.m. (Toronto time) on December 20, 2017 or, in the event that the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and any holidays in the Province of Ontario) prior to the commencement of the reconvened Meeting.

A Shareholder who has voted by proxy may revoke it any time prior to the Meeting. To revoke a proxy, a Registered Shareholder may deliver a written notice to the registered office of AuRico Metals at 110 Yonge Street, Suite 601, Toronto, Ontario, M5C 1T4, facsimile: 1-416-216-2781, Attention: Jessica Ferguson, or at the offices of Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, facsimile: 1-866-249-7775, at any time up to 10:00 a.m. (Toronto time) on December 20, 2017 or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and any other day on which commercial banking institutions in Toronto, Ontario are authorized or required by applicable law to be closed) prior to the commencement of the reconvened Meeting. A proxy may also be revoked on the day of the Meeting or any adjournment or postponement of the Meeting by a Registered Shareholder by delivering written notice to the chair of the Meeting. In addition, the proxy may be revoked by any other method permitted by applicable law. The written notice of revocation may be executed by the Shareholder or by an attorney who has the Shareholder’s written authorization. If the Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney. Only Registered Shareholders have the right to directly revoke a proxy. Beneficial Shareholders who wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf in accordance with any requirements of the intermediaries.

If you have questions, you may contact the proxy solicitation agent, D.F. King Canada by: (i) telephone, toll-free in North America at +1-800-926-6756 or at +1-201-806-7301 outside of North America; (ii) facsimile to +1-888-509-5907; or (iii) e-mail to [email protected].

Voting of Proxies and Exercise of Discretion

The accompanying form of proxy confers authority on the persons named in it as proxies with respect to any amendments or variations to the matters identified in the Notice of Special Meeting or other matters that may properly come before the Meeting, or any adjournment or postponement thereof, and the named proxies in your properly executed proxy will be voted or withheld on such matters in accordance with the instructions of the

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Shareholder. At the date of this Circular, management of AuRico Metals is not aware of any such amendments, variations or other matters which are to be presented for action at the Meeting.

IN THE ABSENCE OF ANY SUCH INSTRUCTION, SHARES WILL BE VOTED IN FAVOUR OF THE ARRANGEMENT RESOLUTION.

Voting by Registered Shareholders

As a Registered Shareholder you can vote your Shares in the following ways:

In Person

If you are a Registered Shareholder you can attend the Meeting and register with the transfer agent and registrar, Computershare Trust Company of Canada, upon your arrival. Do not fill out and return your form of proxy if you intend to vote in person at the Meeting.

Phone For Registered Shareholders call 1-866-732-8683 (toll-free in North America) and follow the instructions. You will need to enter your 15-digit control number. Follow the interactive voice recording instructions to submit your vote.

Fax 1-866-249-7775 (toll-free in North America) or 1-416-263-9524 (outside North America)

Mail Enter voting instructions, sign the form of proxy and send your completed form of proxy to:

Computershare Trust Company of Canada Attention: Proxy Department 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1

Internet Go to www.investorvote.com. Enter the 15-digit control number printed on the form of proxy or voting instruction form and follow the instructions on screen.

Questions? Contact D.F. King Canada by: (i) telephone, toll-free in North America at +1-800-926-6756 or at +1-201-806-7301 outside of North America; (ii) facsimile to +1-888-509-5907; or (iii) e-mail to [email protected].

Notice to Non-Registered (Beneficial) Shareholders

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of AuRico Metals as Registered Shareholders can be recognized and acted upon at the Meeting or any adjournment or postponement thereof. If Shares are listed in an account statement provided to a Shareholder by a broker or other Intermediary, then in almost all cases, those Shares will not be registered in the Shareholder’s name on AuRico Metals’ Share register.

Those Shares will more likely be registered under the name of the Shareholder’s Intermediary or an agent of that Intermediary. In Canada, the vast majority of those Shares are registered under the name of “CDS & Co.” (the registration name of CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholders. Without specific instructions, the Intermediaries are prohibited from voting Shares for their clients. AuRico Metals does not know for whose benefit the Shares registered in the name of CDS & Co., or another Intermediary, are held.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholder meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting or any adjournment or postponement thereof. Often, the form of proxy supplied to a Beneficial Shareholder by its Intermediary is identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder on how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. If you are a Beneficial Shareholder – holding your Shares through an Intermediary – you are requested to complete and return the

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voting instruction form to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call the toll-free telephone number printed on their voting instruction form or access Broadridge’s dedicated voting website at www.proxyvote.com and enter their 16-digit control number to deliver their voting instructions. Broadridge tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting or any adjournment or postponement thereof.

AuRico Metals may utilize Broadridge’s QuickVote™ system, which involves non-objecting beneficial owners of Shares being contacted by D.F. King, which is soliciting proxies on behalf of management of AuRico Metals, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the Shareholder’s intermediary). While representatives of D.F. King are soliciting proxies on behalf of management of AuRico Metals, which is recommending that Shareholders vote in favour of the acquisition resolution, Shareholders are not required to vote in the manner recommended by management. The QuickVote™ system is intended to assist Shareholders in placing their votes; however, there is no obligation for any Shareholder to vote using the QuickVote™ system, and Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Circular. Any voting instructions provided by a Shareholder will be recorded and such Shareholder will receive a letter from Broadridge (on behalf of the Shareholder’s intermediary) as confirmation that his/her/its voting instructions have been accepted.

A Beneficial Shareholder receiving a voting instruction form cannot use that voting instruction form to vote Shares directly at the Meeting or any adjournment or postponement thereof. Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of an Intermediary, a Beneficial Shareholder may obtain a legal proxy from such Intermediary, or Broadridge as the agent for that Intermediary, to attend the Meeting as a proxyholder for the Registered Shareholder and vote their Shares in that capacity. To do this, a Beneficial Shareholder must enter their own name in the blank space on the voting instruction form (or in the case of a U.S.-based holder, check the box) indicating that they or their appointee are going to attend and vote at the Meeting and return the voting instruction form to their Intermediary or Broadridge in accordance with the instructions provided well in advance of the Meeting. Beneficial Shareholders will need to bring the legal proxy to the Meeting in order to vote their Shares.

If you have questions, you may contact the proxy solicitation agent, D.F. King Canada by: (i) telephone, toll-free in North America at +1-800-926-6756 or at +1-201-806-7301 outside of North America; (ii) facsimile to +1-888-509-5907; or (iii) e-mail to [email protected].

Voting Securities and Principal Holders of Voting Securities

AuRico Metals is authorized to issue an unlimited number of Shares, of which 162,590,766 Shares were issued and outstanding as of November 22, 2017 and on the Record Date. Shareholders are entitled to receive notice of, and to attend and vote at, all meetings of the Shareholders, and each Share confers the right to one vote in person or by proxy at all meetings of the Shareholders.

Shareholders at 5:00 p.m. (Toronto time) on the Record Date are entitled to vote or to have their Shares voted at the Meeting.

As at November 22, 2017, to the knowledge of the directors and executive officers of AuRico Metals, there is no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of AuRico Metals carrying 10% or more of the voting rights attached to any class of voting securities of AuRico Metals.

Business of the Meeting

As set out in the Notice of Special Meeting, at the Meeting, Shareholders will be asked to consider and vote on the Arrangement Resolution.

In order for the Arrangement to be completed, Shareholders must approve the Arrangement Resolution.

The Arrangement Agreement is the result of arm’s length negotiations between representatives of Centerra, the Purchaser and AuRico Metals and their respective legal and financial advisors. The directors and officers of AuRico

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Metals (being insiders of AuRico Metals) are participating in the Arrangement. See “Interest of Certain Persons in Matters to be Acted Upon”.

In order to become effective the Arrangement will require, among other things, the approval of the Arrangement Resolution by the Shareholders. The Arrangement Resolution will require: (i) the affirmative vote of at least 66 % of the votes cast by Shareholders who vote in person or by proxy at the Meeting; and (ii) the affirmative vote of at least a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting, after excluding the Excluded Votes.

Management knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Special Meeting. However, if any other matter properly comes before the Meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

Record Date

The Board has passed a resolution to fix 5:00 p.m. (Toronto time) on November 22, 2017 as the Record Date for the determination of the Registered Shareholders that will be entitled to notice of the Meeting, and any adjournment or postponement of the Meeting, and that will be entitled to vote at the Meeting. Unless required by applicable law, the Record Date will not change in respect of any adjournment or postponement of the Meeting.

Quorum

Under AuRico Metals’ by-laws, the quorum for any meeting of Shareholders consists of two or more Shareholders present in person or represented by proxy representing in aggregate not less than 25% of the issued and outstanding Shares entitled to vote at the meeting.

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THE ARRANGEMENT

Background to the Arrangement

The Arrangement Agreement is the result of arm’s length negotiations among representatives of Centerra and AuRico Metals and their respective financial and legal advisors. The following is a summary of the background leading up to the announcement of the Arrangement.

Management of AuRico Metals and the Board continually review AuRico Metals’ long-term strategic plan and prospects, including the financing of the Kemess Project, with the goal of maximizing stakeholder value. In connection with this continuous review, AuRico Metals has from time to time entered into confidentiality agreements with companies interested in the Kemess Project or AuRico Metals’ royalty assets. In connection with its strategic plan, AuRico Metals also retained Macquarie Capital on December 18, 2015 to act as its financial advisor and assist it in defining its strategic objectives and to identify strategic opportunities to create or surface value.

Among the companies that approached AuRico Metals in connection with its continuous review was Centerra. AuRico Metals entered into a confidentiality agreement with Centerra on August 8, 2016.

On August 18, 2016, AuRico Metals engaged Cutfield Freeman & Co Ltd. to assist it in assessing off-take linked financing alternatives available to AuRico Metals in connection with the development of the Kemess Project.

On October 28, 2016, Centerra conducted a site visit to the Kemess Project.

During 2016 and 2017, AuRico Metals was approached multiple times by a party (“Party X”) interested in acquiring AuRico Metals or its royalty portfolio, however, such approaches were not actively pursued by AuRico Metals, as the value was not deemed sufficient by the Board and Macquarie Capital to pre-empt a formal process. In addition to Party X, AuRico Metals also received a number of non-binding indicative proposals for its royalty portfolio that were not pursued as the value was similarly not deemed sufficient.

During the summer of 2017, AuRico Metals initiated a preliminary process with the assistance of its financial advisor, Macquarie Capital, to explore the value of its royalty portfolio and its potential monetization in order to help it to better evaluate Party X’s overtures and to better understand its financing options for the development of the Kemess Project. Management and the Board remained actively engaged and considered various ways to optimize its capital structure in order to fund the development of the Kemess Project and strategic alternatives available to AuRico Metals, including, among other things, a possible (i) sale or joint venture of the Kemess Project, (ii) sale of the royalty portfolio, and (iii) a change of control transaction involving AuRico Metals.

As part of this process Centerra was contacted and indicated that it would be interested in a potential transaction involving AuRico Metals or the Kemess Project if a formal process was undertaken by AuRico Metals. At this time, Mr. Scott Perry, then a member of the Board, advised the rest of the Board that if a formal process was undertaken by AuRico Metals and if Centerra participated in this process he would have a conflict due to his position as Chief Executive Officer and a director of Centerra and as such he would at such time have to recuse himself from all discussions relating to (i) any potential transaction relating to AuRico Metals or the Kemess Project (whether or not involving Centerra) and (ii) any potential transaction between AuRico Metals and Centerra.

In mid-August 2017, Party X provided a revised indicative non-binding proposal for an acquisition of all of the outstanding common shares of AuRico Metals. On the basis of this revised proposal, on August 23, 2017, AuRico Metals entered into an exclusivity letter and confidentiality agreement with Party X. Party X engaged in due diligence, however, no transaction materialized as Party X determined that it would only acquire the royalty portfolio of AuRico Metals as opposed to AuRico Metals as a whole.

In early September 2017, AuRico Metals instructed Macquarie Capital to undertake a broad process of price discovery on each of a corporate transaction, a sale of the royalty portfolio and a sale of the Kemess Project and Mr. Scott Perry, then a member of the Board, advised the rest of the Board that due to his position as Chief Executive Officer and a director of Centerra, he had a conflict with respect to any transaction involving Centerra and thus would recuse himself from all discussions relating to (i) any potential transaction relating to AuRico Metals or the Kemess Project (whether or not involving Centerra) and (ii) any potential transaction between AuRico Metals and

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Centerra. AuRico Metals also understands from Mr. Perry and Centerra that at this time Mr. Perry similarly recused himself from all discussions at Centerra regarding a potential transaction with AuRico Metals. In this regard, discussions between AuRico Metals (and its advisors) and Centerra did not involve Mr. Perry and were exclusively led by Centerra’s Chairman, Vice President, Business Development and Exploration and Chief Financial Officer.

In connection with the aforementioned process, Macquarie Capital structured a two phase process and contacted 19 parties. Eight of these parties executed a confidentiality agreement and received a process letter. Following a period of due diligence and as a result of this process AuRico Metals received six indicative, non-binding Phase 1 offers on or about October 20, 2017, two (of which one was from Centerra) relating to the acquisition of AuRico Metals as a whole and four relating to an acquisition of only AuRico Metals’ royalty portfolio.

On October 23, 2017, management of AuRico Metals and the Chairman of the Board, Mr. Richard Colterjohn, met with Macquarie Capital and Fasken Martineau DuMoulin LLP, AuRico Metals’ legal advisor, to review the indicative offers received.

On October 24, 2017, the Board (other than Mr. Perry who had previously declared his conflict) met to consider the indicative offers received and to determine which parties to invite to the second phase of the process.

Following the October 24 Board meeting, Macquarie Capital contacted all of the parties who had submitted Phase 1 offers to provide feedback on their proposals. All such parties were told that Phase 2 would commence following the receipt of certain tax analysis that was being completed by AuRico Metals and Macquarie together with AuRico’s tax advisors. Centerra’s initial non-binding indicative proposal remained subject to customary (but outstanding) operational, financial, legal and business due diligence, but indicated that such outstanding diligence could be completed on an expedited 21 day timeline and requested exclusivity. In its response to Centerra’s initial proposal, AuRico Metals indicated that it was not prepared to grant exclusivity to Centerra, but was amenable to facilitating the expeditious completion of Centerra’s outstanding due diligence. Accordingly, starting on October 26, 2017, AuRico Metals provided Centerra with additional diligence materials in response to requests submitted by Centerra and its advisors.

On November 2, 2017, prior to Phase 2 commencing AuRico Metals received a revised non-binding offer from Centerra which outlined the terms of an acquisition of all the AuRico Metals Shares by way of a plan of arrangement for the Consideration of $1.80 per Share, an indication that only limited, confirmatory diligence remained and requesting a period of exclusivity until November 6, 2017. Centerra’s non-binding offer exceeded Party X’s prior non-binding offer. The primary purpose of the exclusivity period requested by Centerra was for the parties to negotiate terms and a definitive agreement, a draft of which was enclosed by Centerra with its revised non-binding offer.

On November 3, 2017, the Board (other than Mr. Perry who had previously declared his conflict) reviewed the revised Centerra offer and approved AuRico Metals and Centerra entering into an exclusivity period expiring at the end of the day on November 6, 2017.

From November 3 through November 6, 2017, AuRico Metals and Centerra and their respective legal and financial advisors engaged in negotiations and discussions in respect of Centerra’s offer, including the terms and conditions of the definitive agreement.

On the morning of November 4, 2017, the Compensation Committee of the Board met by conference call, with the benefit of advice from Fasken Martineau DuMoulin LLP, to consider certain issues relating to a potential transaction with Centerra, including the consideration of any “collateral benefit” issues.

In the afternoon of November 6, 2017, the Board (other than Mr. Perry who had previously declared his conflict) met to review the latest draft definitive agreements in respect of the transaction with Centerra and to receive the oral fairness opinion from Macquarie Capital and the advice of its legal advisor, Fasken Martineau DuMoulin LLP. At this Board meeting, Macquarie Capital advised the Board that in its opinion the Arrangement is fair from a financial point of view to the Shareholders. The Board as so constituted: (i) considered and evaluated the Arrangement; (ii) unanimously (subject to then current director Mr. Perry’s abstention) determined that the Arrangement is in the best interests of AuRico Metals; and (iii) accordingly, determined to unanimously recommend that Shareholders vote in favour of the Arrangement. The foregoing determinations were made provisionally, and subject to the successful

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conclusion of the remaining negotiations to take place later during the day and evening between the parties and their respective counsel.

Following this meeting of the Board, counsel to AuRico Metals and Centerra continued to negotiate the Arrangement Agreement and certain ancillary documents, whereupon the members of the Board resolved to authorize management of AuRico Metals to execute and deliver the Arrangement Agreement, and the Arrangement Agreement was entered into. At this time, the Support Agreements were also entered into between Centerra and each of the directors and senior officers of AuRico Metals (other than Mr. Perry, then a director of AuRico Metals), as well as Alamos Gold.

A joint news release of AuRico Metals and Centerra announcing the Arrangement was issued on November 7, 2017 prior to the opening of trading on the TSX. AuRico Metals and Centerra conducted a joint conference call at 8:00 a.m. (Toronto time) on the same day.

Recommendation of the Board

After careful consideration, including consultation with its legal and financial advisors, the receipt of the Fairness Opinion and taking into consideration such other factors as it considered appropriate, including the other factors set out below under the heading “The Arrangement – Reasons for the Recommendation of the Board”, the Board determined that the Arrangement is in the best interests of AuRico Metals and is fair to the Shareholders, and unanimously (subject to then current director Mr. Perry’s abstention) passed a resolution approving the Arrangement, authorizing AuRico Metals to enter into the Arrangement Agreement and recommending that the Shareholders VOTE IN FAVOUR of the Arrangement Resolution.

Reasons for the Recommendation of the Board

In the course of its evaluation of the Arrangement, the Board considered a number of factors, including those listed below, with the benefit of advice from AuRico Metals’ senior management, Macquarie Capital, AuRico Metals’ financial advisor, and Fasken Martineau DuMoulin LLP, AuRico Metals’ legal counsel. The following is a summary of the principal reasons for the unanimous recommendation of the Board that Shareholders VOTE IN FAVOUR of the Arrangement Resolution:

Immediate and significant premium to Shareholders. The Consideration of $1.80 per Share under the Arrangement represents a premium of approximately 38% to the closing price of the Shares on the TSX on November 6, 2017, date immediately prior to the announcement of the Arrangement Agreement, and a premium of approximately 37% based on the 20 trading-day volume-weighted average trading price of the Shares, calculated as of such date.

Certainty of value and immediate liquidity. The Consideration per Share offered under the Arrangement permits Shareholders to immediately realize full and fair value for their Shares in cash without incurring risks relating to market volatility or company performance. In particular, the development of the Kemess Project will require significant capital expenditures on the part of AuRico Metals. The availability of financing to AuRico Metals for the development of the Kemess financing is uncertain and, even if available, would be likely to result in significant dilution to current Shareholders (for example, in the case of any equity financing) or the loss of certain benefits of the Kemess Project (for example, in the case of any streaming arrangement).

Likelihood of completion. The obligation of the Purchaser to complete the Arrangement is subject to a limited number of conditions that the Board believes are reasonable under the circumstances. In particular, (i) the closing of the Arrangement is not subject to any financing condition and Centerra has sufficient means to fund the Purchaser to enable it to complete the Arrangement and (ii) the Arrangement involves the sale of AuRico Metals as a whole (as opposed to a sale of only the Kemess Project or only the royalty portfolio of AuRico Metals), a transaction that can generally be completed more expeditiously and with more certainty than any transaction that involves a sale of AuRico Metals’ assets. In light of the foregoing, the Board believes that the Arrangement is likely to be completed in accordance with its terms and within a reasonable time, with closing currently expected to occur in January 2018.

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Fairness Opinion. The Board has received the Fairness Opinion from Macquarie Capital to the effect that, as at November 6, 2017, and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders. See “The Arrangement – Fairness Opinion”.

Support of AuRico Metals’ directors and officers and Alamos Gold. Each of the current directors and senior officers of AuRico Metals, as well as Alamos Gold, have entered into the Support Agreements with the Purchaser pursuant to which they have agreed, among other things, to support the Arrangement and vote all Shares beneficially owned by them in favour of the Arrangement Resolution and against any competing proposal. As of the date of this Circular, the directors and senior officers of AuRico Metals, together with their respective associates and affiliates, and together with Alamos Gold, owned or exercised control or direction over an aggregate of 18,546,308 Shares, representing approximately 11.4% of the Shares outstanding as of such date (or 15.3%, on a fully-diluted basis) as of such date.

Thorough Strategic Process. The Board, with the assistance of management and its financial and legal advisors, has pursued a variety of strategic alternatives with a view to the best interests of AuRico Metals and the Shareholders. The Board carefully considered various means of enhancing shareholder value throughout this active and extensive process, including the likelihood of any additional offers emerging from other counterparties that may exceed the value of the Arrangement, and concluded that the Arrangement represents the best alternative currently available to AuRico Metals and the Shareholders, particularly given the risks, timing and uncertainties of achieving other alternatives.

Other factors. The Board also considered the Arrangement with reference to the financial condition and results of operations of AuRico Metals, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and pursuing those alternatives in light of current market conditions and AuRico Metals’ financial position.

The Board also considered the risks relating to the Arrangement, including those matters described under the heading “Risk Factors”. The Board believes that, overall, the anticipated benefits of the Arrangement to AuRico Metals outweigh these risks.

In making its determinations and recommendations, the Board also observed that a number of procedural safeguards were in place and are present to permit the Board to represent the interests of AuRico Metals, the Shareholders and AuRico Metals’ other stakeholders. These procedural safeguards include, among others:

Ability to respond to potentially Superior Proposals. Subject to the limitations contained in the Arrangement Agreement on AuRico Metals’ ability to solicit interest from third parties, the Arrangement Agreement allows AuRico Metals to engage in discussions or negotiations regarding any unsolicited Acquisition Proposal received prior to the Meeting that constitutes or that could reasonably be expected to lead to a Superior Proposal. See “Summary of Material Agreements – The Arrangement Agreement – Covenants – Non-Solicitation Covenants”.

Reasonable Termination Fee. The amount of the Termination Fee, being $12 million payable under certain circumstances described under “Summary of Material Agreements – The Arrangement Agreement –Termination Fee”, was considered reasonable.

Shareholder approval. The Arrangement must be approved by: (i) the affirmative vote of at least 66 % of the votes cast on the Arrangement Resolution by Shareholders who vote in person or by proxy at the Meeting; and (ii) the affirmative vote of at least a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting, after excluding the Excluded Votes.

Court supervised process and regulatory approvals. The Arrangement must be approved by the Court, which will consider, among other things, the substantive and procedural fairness and the

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reasonableness of the Arrangement to Shareholders. The Arrangement Agreement also contains a condition precedent that the Key Regulatory Approvals shall have been obtained or, if applicable, waived prior to closing.

Dissent Rights. The availability of Dissent Rights to Registered Shareholders with respect to the Arrangement. See “The Arrangement – Dissent Rights for Shareholders”.

The foregoing summary of the information and factors considered by the Board is not intended to be exhaustive, but includes the material information and factors considered by the Board in its consideration of the Arrangement. In view of the variety of factors and the amount of information considered in connection with the Board’s evaluation of the Arrangement, the Board did not find it practicable to and did not quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. In addition, individual members of the Board may have assigned different weights to different factors in reaching their own conclusion as to the fairness of the Arrangement.

Fairness Opinion

Macquarie Capital has been engaged by AuRico Metals as its financial advisor since December 18, 2015. In connection with AuRico Metals’ consideration of the Arrangement, AuRico Metals requested that, among other things, Macquarie Capital provide the Board with an opinion as to the fairness of the Consideration to be received under the Arrangement, from a financial point of view, to Shareholders. At a meeting of the Board held on November 6, 2017, Macquarie Capital provided the Board with an oral opinion, subsequently confirmed in writing, to the effect that, as at November 6, 2017, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. The full text of the Fairness Opinion, which set forth, among other things, the credentials and independence of Macquarie Capital, the assumptions made, information reviewed and matters considered, and the limitations and qualifications on the review undertaken by Macquarie Capital in connection with its opinion, are attached to this Circular as Appendix C. The Fairness Opinion is not intended to be, and does not constitute, a recommendation to any Shareholder as to how to vote or act at the Meeting. The Fairness Opinion is among a number of factors taken into consideration by the Board in considering the Arrangement. This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion, and Shareholders are urged to read the Fairness Opinion in its entirety.

The Fairness Opinion was rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date of the Fairness Opinion and the conditions and prospects, financial and otherwise, of AuRico Metals, as they were reflected in the information and documents reviewed by Macquarie Capital, and as they were represented to Macquarie Capital. Subsequent developments may affect the Fairness Opinion. Macquarie Capital has disclaimed any undertaking or obligation to amend, update or reaffirm the Fairness Opinion or to advise any person of any change in any fact or matter affecting the Fairness Opinion which may come or be brought to the attention of Macquarie Capital after the date of the Fairness Opinion.

In addition to providing the Fairness Opinion, Macquarie Capital has acted as financial advisor to AuRico Metals in connection with the Arrangement. Under its engagement arrangement with Macquarie Capital, AuRico Metals has agreed to pay Macquarie Capital a fee for its services, including a fee for the delivery of the Fairness Opinion that is not contingent on the successful completion of the Arrangement, a fee upon the successful completion of the Arrangement or another change of control transaction involving AuRico Metals or a sale of a substantial portion of AuRico Metals’ assets, and fees that are contingent upon the occurrence of certain other events. The Board took this fee structure into account when considering the Fairness Opinion. AuRico Metals has also agreed to indemnify Macquarie Capital and certain related persons against certain liabilities in connection with its engagement and to reimburse Macquarie Capital for its reasonable expenses.

Description of the Arrangement

The following summarizes the material terms of the Arrangement and does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement filed on SEDAR at www.sedar.com and the Plan of Arrangement attached as Appendix B to this Circular. The Arrangement is structured to efficiently complete the acquisition by the Purchaser of all of the outstanding Shares (including ESPP Shares) for the Consideration per

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Share, and for the transfer and assignment of the outstanding Options and Share Awards to AuRico Metals in exchange for a comparable cash payment from AuRico Metals.

Effect of the Arrangement on Holders of Shares

Pursuant to the Arrangement, Shareholders (other than those who validly exercise their Dissent Rights) will receive, in accordance with the terms and conditions set forth in the Plan of Arrangement, a cash payment of $1.80 from the Purchaser in consideration for each such Shareholder’s Shares, any withholdings or deductions required to be made pursuant to the Plan of Arrangement. See “The Arrangement – The Plan of Arrangement” and “Summary of Material Agreements – The Arrangement Agreement”.

Dissenting Shareholders will be deemed to have assigned and transferred their Shares to the Purchaser, and will cease to have any rights as Shareholders other than the right to be paid the fair value for such Shares in accordance with the Plan of Arrangement. See “The Arrangement – Dissent Rights for Shareholders”.

Effect of the Arrangement on Holders of Options and Share Awards and ESPP Participants

Pursuant to the Arrangement:

(a) each Option outstanding immediately prior to the Effective Time will be deemed to be transferred by the holder thereof to AuRico Metals in exchange for a cash payment by AuRico Metals equal to the amount, if any, by which $1.80 exceeds the exercise price of such Option (Options that are “out-of-the-money” will be cancelled by AuRico Metals at the time stipulated therefor in the Plan of Arrangement for no consideration);

(b) each Share Award (other than PSUs) outstanding immediately prior to the Effective Time will be deemed to be transferred by the holder thereof to AuRico Metals in exchange for a cash payment equal to $1.80;

(c) each PSU outstanding immediately prior to the Effective Time will be deemed to be transferred by the holder thereof to AuRico Metals in exchange for a cash payment equal to $1.80 (assuming a 100% vesting pursuant to the performance criteria in the Long Term Incentive Plan as of the date prior to the Effective Date, however the actual vesting criteria is subject to determination by AuRico Metals based on performance relative to the established performance criteria, but in no event shall such determination result in a vesting greater than 200% vesting for PSUs with potential vesting portions above 100%, or 100% vesting for PSUs with potential vesting portions of up to 100%); and

(d) each ESPP Share outstanding immediately prior to the Effective Time will be deemed to be fully vested and will be acquired by the Purchaser in the same manner and for the same consideration as all other outstanding Shares (other than Shares held by Shareholders who validly exercise their Dissent Rights).

Each of the foregoing cash payments by the Purchaser or AuRico Metals will be subject to any withholdings or deductions required to be made in accordance with the Plan of Arrangement. See “The Arrangement – The Plan of Arrangement”.

Summary of Key Procedural Steps for the Arrangement to Become Effective

In order for the Arrangement to become effective:

(a) the Arrangement Resolution must be approved by the Shareholders in the manner set forth in the Interim Order;

(b) the Court must grant the Final Order approving the Arrangement;

(c) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by one or both of AuRico Metals or the Purchaser, as appropriate; and

(d) the Articles of Arrangement in the form prescribed by the OBCA must be filed with the OBCA Director.

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Subject to the foregoing, the Arrangement will become effective at 12:01 a.m. (Toronto time) on the date the Articles of Arrangement are filed with the OBCA Director. Upon issuance of the Final Order and on or before the third business day following satisfaction or waiver of the last of the conditions precedent to the Arrangement set forth in the Arrangement Agreement, which is expected to be in January 2018, AuRico Metals will file the Articles of Arrangement and such other documents as may be required to give effect to the Arrangement with the OBCA Director pursuant to section 183(1) of the OBCA, whereupon the transactions comprising the Arrangement will occur and will be deemed to have occurred in the order set out in the Plan of Arrangement without any further act or formality. The Arrangement will be binding on: (i) the Purchaser; (ii) AuRico Metals; (iii) all holders of Shares (including ESPP Participants); (iv) all holders of Options and Share Awards; and (v) the Depositary.

The Plan of Arrangement

Pursuant to the terms of the Plan of Arrangement, commencing at the Effective Time, except as otherwise noted herein, the events set out below will occur and will be deemed to occur in the following sequence effective as at one minute intervals without any further authorization, act or formality:

(a) notwithstanding anything in the Long Term Incentive Plan to the contrary, each Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be unconditionally vested and exercisable, and such Option shall be deemed to be assigned and transferred by the holder thereof to AuRico Metals in exchange for a cash payment from AuRico Metals to such holder equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, in each case, less any amounts deducted or withheld in accordance with the Plan of Arrangement, and such Option shall immediately be terminated and cancelled and, for greater certainty, where such amount is a negative, no person shall be obligated to pay the holder of such Option any amount in respect of the cancellation of such Option;

(b) notwithstanding anything in the Long Term Incentive Plan to the contrary, each Share Award (other than PSUs) that is outstanding immediately prior to the Effective Time (whether vested or unvested (if applicable)) shall be deemed to be assigned and transferred by the holder thereof to AuRico Metals in exchange for a cash payment from AuRico Metals to such holder equal to the Consideration, in each case, less any amounts deducted or withheld in accordance with the Plan of Arrangement, and such Share Award shall immediately be terminated and cancelled;

(c) notwithstanding anything in the Long Term Incentive Plan to the contrary, each PSU that is outstanding immediately prior to the Effective Time (whether vested or unvested (if applicable)) shall be deemed to be assigned and transferred by the holder thereof to AuRico Metals in exchange for a cash payment from AuRico Metals to such holder equal to the Consideration (assuming a 100% vesting pursuant to the performance criteria in the Long Term Incentive Plan as of the date prior to the Effective Date, however the actual vesting criteria is subject to determination by AuRico Metals based on performance relative to the established performance criteria, but in no event shall such determination result in a vesting greater than 200% vesting for PSUs with potential vesting portions above 100% or 100% vesting for PSUs with potential vesting portions of up to 100%), in each case, less any amounts deducted or withheld in accordance with the Plan of Arrangement, and such PSU shall immediately be terminated and cancelled; and

(d) following each of the steps described above:

(i) each Share held by a Dissenting Shareholder shall be deemed to be assigned and transferred by the holder thereof to the Purchaser and the Purchaser shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the Plan of Arrangement, and the central securities register of AuRico Metals will be revised accordingly;

(ii) notwithstanding anything in the ESPP to the contrary, each ESPP Share outstanding immediately prior to the Effective Time will, without any further action by or on behalf of any holder of such ESPP Share, be deemed to be fully vested; and

(iii) each issued Share held by a Shareholder (other than a Dissenting Shareholder or the Purchaser or any affiliate of the Purchaser but including, for greater certainty, any ESPP Shares) shall be

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transferred by the holder thereof to the Purchaser in exchange for the Consideration from the Purchaser in accordance with the Plan of Arrangement, and the central securities register of AuRico Metals will be revised accordingly.

Letter of Transmittal

Enclosed with this Circular, as sent to Shareholders, is the Letter of Transmittal printed on blue paper which, when properly completed and duly executed and returned to the Depositary together with a certificate or certificates representing Shares or DRS advices and such additional documents, certificates and instruments as the Depositary may reasonably require, will enable each Shareholder to obtain the Consideration to which such Shareholder is entitled under the Arrangement.

The Letter of Transmittal sets out the details to be followed by each Registered Shareholder for delivering the share certificate(s) or DRS Advices held by such Registered Shareholder to the Depositary. In order to receive Consideration which the Registered Shareholder is entitled to receive on the completion of the Arrangement, Registered Shareholders must deposit with the Depositary (at the address specified on the last page of the Letter of Transmittal) the applicable validly completed and duly signed Letter of Transmittal together with the share certificate(s) representing the Registered Shareholder’s Shares or the DRS advices and such additional documents, certificates and instruments as the Depositary may reasonably require.

The method used to deliver the Letter of Transmittal and any accompanying certificates representing Shares is at the option and risk of the sender, and delivery will be deemed effective only when such documents are actually received by the Depositary.

Until surrendered, each certificate which immediately prior to the Effective Time represented Shares will be deemed after the time described in the Plan of Arrangement to represent only the right to receive (i) from the Depositary upon such surrender a cheque (or a form of payment of immediately available funds) for the Consideration that the holder of such Shares is entitled to receive in accordance with the Plan of Arrangement, or (ii) in respect of Shares formerly held by a Dissenting Shareholder, the amount such Dissenting Shareholder is entitled to receive as determined in accordance with the Plan of Arrangement, less, in each case, any amounts required to be deducted or withheld. See “The Arrangement - Withholding Rights”.

If the Arrangement is not completed, the Letter of Transmittal will be of no effect and the Depositary will return all deposited share certificate(s) and DRS advices to the Registered Shareholder as soon as possible. The Letter of Transmittal is also available on AuRico Metals’ website at www.auricometals.ca and on SEDAR at www.sedar.com. Additional copies of the Letter of Transmittal will also be available by contacting the proxy solicitation agent, toll free at 1-877-452-7184 or collect at +1-416-304-0211 or using the other contact details listed on the back page of this Circular.

Non-Registered Shareholders whose Shares are registered in the name of a broker, dealer, bank, trust company or other Intermediary must contact their Intermediary to deposit their Shares.

It is recommended that Registered Shareholders complete, sign and return the Letter of Transmittal with the accompanying share certificate(s) representing their Shares or DRS advice(s) to the Depositary as soon as possible.

The following pertains to persons who were securityholders of former AuRico Gold Inc. or former Alamos Gold as at 12:00 a.m. (Toronto time) on July 2, 2015 (the “Former AuRico/Alamos Securityholders”) and persons who were securityholders of former Kiska Metals Corporation as at 12:00 a.m. (Vancouver time) on March 8, 2017 (the “Former Kiska Securityholders”), and in each case who have not exchanged their securities of former AuRico Gold Inc., former Alamos Gold or former Kiska Metals Corporation, as applicable, for certificate(s) or DRS advice(s) representing Shares in accordance with the plan of arrangement involving, former AuRico Gold Inc., former Alamos Gold and AuRico Metals (the “Alamos/AuRico Arrangement”), or the plan of arrangement involving Kiska Metals Corporation and AuRico Metals (the “AuRico/Kiska Arrangement”), respectively. Former AuRico/Alamos Securityholders and Former Kiska Securityholders may deposit the Shares to which they are entitled pursuant to the Alamos/AuRico Arrangement and AuRico/Kiska Arrangement, respectively, and receive the Consideration issuable therefor pursuant to the Arrangement by validly depositing prior to the date that is three years from the Effective Date to Kingsdale Shareholder Services Inc., in the case of Former AuRico/Alamos

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Securityholders, or Computershare Investor Services Inc., in the case of Former Kiska Securityholders, in each case the registered holders of the “in trust for” Shares, the applicable letter of transmittal, the certificate(s) for the shares or other securities of former AuRico Gold Inc., former Alamos Gold or former Kiska Metals Corporation, as applicable, and such other documents, certificates and instruments as such depositary may require to exchange such securities. Upon confirmation and requisition instructions from Kingsdale Shareholder Services Inc. or Computershare Investor Services Inc., as applicable, that such deposits are in accordance with the letter of transmittal from the Alamos/AuRico Arrangement or AuRico/Kiska Arrangement, as applicable, the Former AuRico/Alamos Securityholders and Former Kiska Securityholders shall receive from the Depositary the applicable Consideration for their Shares without the requirement to deposit certificate(s) or DRS advice(s) issued by AuRico Metals in respect of such Shares. Former AuRico/Alamos Securityholders and Former Kiska Securityholders who do not validly deposit prior to the date that is three years from the Effective Date the applicable letter of transmittal, the certificate(s) for the shares or other securities of former AuRico Gold Inc., former Alamos Gold or former Kiska Metals Corporation, as applicable, and such other documents, certificates and instruments as such depositary may require will forfeit their right to receive any Consideration.

If you have any questions, please contact the applicable depositary or D.F. King Canada by: (i) telephone, toll-free in North America at +1-800-926-6756 or at +1-201-806-7301 outside of North America; (ii) facsimile to +1-888-509-5907; or (iii) e-mail to [email protected].

Delivery of Cash Payable Under the Arrangement

Following the receipt of the Final Order and on or prior to the Effective Date, the Purchaser will deliver or arrange to be delivered to the Depositary the aggregate Consideration (such Consideration not to include payments to Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection) in accordance with the provisions of the Plan of Arrangement, which Consideration will be held by the Depositary as agent and nominee for the Shareholders for distribution to Shareholders in accordance with the provisions of the Plan of Arrangement.

As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate or DRS advice that immediately prior to the Effective Time represented outstanding Shares that were transferred under the Plan of Arrangement, together with a duly completed Letter of Transmittal and such additional documents, certificates and instruments as the Depositary may reasonably require and such other documents, certificates and instruments as would have been required to effect such transfer under the OBCA, the Securities Transfer Act (Ontario) and the articles of AuRico Metals after giving effect to the Plan of Arrangement, the former holder of such Shares will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder following the Effective Time, or make available for pick-up at its offices during normal business hours, a cheque (or a form of payment of immediately available funds) for the Consideration that such holder is entitled to receive in accordance with the Plan of Arrangement, less any amounts required to be deducted or withheld in accordance with the Plan of Arrangement, and any certificate and DRS Advice so surrendered will forthwith be cancelled.

AuRico Metals and the Purchaser will cause the Depositary, as soon as practicable after a Shareholder becomes entitled to the Consideration in accordance with the Plan of Arrangement, to issue a cheque (or a form of payment of immediately available funds) for the Consideration to which such Shareholder is entitled, less any amounts required to be deducted or withheld in accordance with the Plan of Arrangement. Unless the Shareholder instructs the Depositary to hold the cheque for pick-up by checking the appropriate box in the Letter of Transmittal, cheques will be forwarded by first class mail to the address specified in the Letter of Transmittal. If no address is provided, cheques will be forwarded by first class mail to the address of the Shareholder as shown on the Share register maintained by or on behalf of AuRico Metals immediately prior to the Effective Time.

AuRico Metals will pay the amounts, less any amounts required to be deducted or withheld in accordance with the Plan of Arrangement, to be paid to Optionholders and the holders of Share Awards: (i) in the case of directors of AuRico Metals and Non-Continuing Employees, at the Effective Time; or (ii) in the case of Continuing Employees, at or as soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time), which payment may occur through AuRico Metals’ payroll system or payroll provider, and such Options will immediately following such assignment and transfer terminate and be cancelled. For greater certainty, all Options that are “out-of-the-money” will be cancelled by AuRico Metals at the time stipulated therefor in the Plan of Arrangement for no consideration.

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No holder of Shares, Options or Share Awards will be entitled to receive any consideration or entitlement with respect to such Shares, Options or Share Awards other than any consideration or entitlement to which such holder is entitled to receive in accordance with the Plan of Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

All amounts of Consideration to be received under the Plan of Arrangement will be calculated to the nearest cent ($0.01). All calculations and determinations made by AuRico Metals and the Purchaser for the purposes of this Plan of Arrangement will be conclusive, final and binding upon the Shareholders and the holders of Options and Share Awards.

Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Shares that were acquired by the Purchaser or AuRico Metals pursuant to the Plan of Arrangement has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Shares and submitting a Letter of Transmittal completed to the best of the former holder’s ability, the Depositary will deliver to such person or make available for pick-up at its offices in exchange for such lost, stolen or destroyed certificate, a cheque representing the Consideration to which the former holder of such Shares is entitled to receive pursuant to the Plan of Arrangement in accordance with such holder’s Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Shares will, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to AuRico Metals, the Purchaser and the Depositary in such sum as the Purchaser may direct or otherwise indemnify AuRico Metals, the Purchaser, in a manner satisfactory to AuRico Metals and the Purchaser against any claim that may be made against AuRico Metals, the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Extinction of Rights

If any former Shareholder fails to deliver to the Depositary, on or before the third anniversary of the Effective Date, the certificates, DRS Advices, documents or instruments required to be delivered to the Depositary under the Plan of Arrangement in order for such former Shareholder to receive the Consideration which such former holder is entitled to receive pursuant to the Plan of Arrangement, then on the third anniversary of the Effective Date: (a) such former holder will be deemed to have donated and forfeited to the Purchaser or its successor any Consideration held by the Depositary in trust for such former holder to which such former holder is entitled; and (b) any certificate representing Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Purchaser and will be cancelled. Neither AuRico Metals nor the Purchaser, nor any of their respective successors, will be liable to any person in respect of any Consideration (including any Consideration previously held by the Depositary in trust for any such former holder) which is forfeited to AuRico Metals or the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. Any payment made by way of cheque by AuRico Metals or the Depositary that has not been deposited or has been returned to AuRico Metals or the Depositary or that otherwise remains unclaimed, in each case, on or before the third anniversary of the Effective Date shall be returned, surrendered and forfeited to AuRico Metals or the Depositary.

Withholding Rights

AuRico Metals, the Purchaser and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Shareholder, Optionholder or holder of Share Awards under the Plan of Arrangement (including any payment to Dissenting Shareholders) such amounts as AuRico Metals, the Purchaser or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by AuRico Metals, the Purchaser or the Depositary, as the case may be. All such withheld amounts will be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person under the Plan of Arrangement, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority in the time and manner required by applicable Law by or on behalf of AuRico Metals, the Purchaser or the Depositary, as the case may be.

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Approvals

Shareholder Approval

In order to become effective, the Arrangement Resolution will require: (i) the affirmative vote of at least 66 % of the votes cast by Shareholders who vote in person or by proxy at the Meeting; and (ii) the affirmative vote of at least a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting, after excluding the Excluded Votes.

As disclosed herein, there are certain agreements, commitments or understandings existing between AuRico Metals and certain of its directors and senior officers pursuant to which such individuals may receive certain payments or other benefits by way of compensation for loss of office upon completion of the Arrangement and certain of AuRico Metals directors and senior officers will receive a payment from the Purchaser and/or AuRico Metals pursuant to the treatment of their Options and Share Awards pursuant to the Arrangement. See “Interest Of Certain Persons In Matters To Be Acted Upon – Change of Control Payments” and “Interest Of Certain Persons In Matters To Be Acted Upon – Ownership of AuRico Metals Securities”.

AuRico Metals is a reporting issuer in all the provinces and territories of Canada and is subject to MI 61-101. MI 61-101 regulates insider bids, issuer bids, business combinations and related party transactions to ensure equality of treatment among securityholders, generally by requiring enhanced disclosure, approval by a majority of securityholders, excluding interested parties or related parties and their respective joint actors, and in certain instances, independent valuations and approval and oversight of certain transactions by a special committee of independent directors. The Arrangement does not constitute an issuer bid, an insider bid or a related party transaction for the purposes of MI 61-101. However, because the Arrangement is a transaction in which the interests of an AuRico Metals securityholder could be terminated without such securityholder’s consent, if any director or senior officer of AuRico Metals is entitled to receive, directly or indirectly, a “collateral benefit” (as such term is defined in MI 61-101) as a consequence of the Arrangement, the Arrangement will constitute a “business combination” for the purposes of MI 61-101 and the Arrangement Resolution will require “minority approval” in accordance with MI 61-101. Pursuant to the “minority approval” requirement, the Arrangement Resolution must be approved by a simple majority of the votes cast by Shareholders, excluding any votes attaching to Shares beneficially owned, or over which control or direction is exercised, by any directors or senior officers of AuRico Metals who are entitled to receive, directly or indirectly, a “collateral benefit” as a consequence of the Arrangement.

A “collateral benefit” (as defined in MI 61-101) includes any benefit that a related party of AuRico Metals is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of AuRico Metals or of another person. However, MI 61-101 excludes from the meaning of collateral benefit, among other things, a payment or distribution per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party received solely in connection with the related party’s services as an employee, director or consultant of AuRico Metals where: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) at the time the transaction is agreed to, the related party and its “associated entities” (as defined in MI 61-101) beneficially own, or exercise control or direction over, less than 1% of the outstanding equity securities (in the case of AuRico Metals, the Shares), or (ii) in the case of a business combination, (A) the related party discloses to an independent committee of AuRico Metals the amount of consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities beneficially owned by him or her, (B) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value the related party expects to receive pursuant to the transaction in exchange for the equity securities beneficially owned by him or her, and (C) the independent committee’s determination is disclosed in the disclosure document for the transaction. Beneficial ownership is calculated on a partially-diluted basis for the purposes of MI 61-101.

Following disclosure by each of the directors and senior officers of AuRico Metals to the Compensation Committee of the Board of the number of Shares, Options and Share Awards held by them and the benefits or payments that

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they expect to receive pursuant to the Arrangement, the Board has determined that the aforementioned benefits and payments, other than with respect to (i) Chris Richter, the President and Chief Executive Officer of AuRico Metals, and (ii) Scott Perry, the Chief Executive Officer of Centerra and a former director of AuRico Metals who resigned as a director of AuRico Metals contemporaneously with the execution of the Arrangement Agreement, fall within an exception to the definition of “collateral benefit” for the purposes of MI 61-101, since (a) the benefits and payments are received solely in connection with the related parties’ services as employees, officers or directors of AuRico Metals, are not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related parties for their Shares, and are not conditional on the related parties supporting the Arrangement in any manner, and (b) at the time of the Arrangement Agreement was entered into, none of the related parties entitled to receive such benefits or payments beneficially owned, or exercised control or direction over, more than 1% of the outstanding Shares, as calculated in accordance with MI 61-101.

As of the date of this Circular, Mr. Richter beneficially owned, directly or indirectly, 1,383,246 Shares, 1,350,000 Options, 322,262 RSUs and 615,000 PSUs providing for the issuance of up to 790,000 Shares upon the vesting thereof (assuming the maximum performance criteria has been satisfied), representing 0.85% of the outstanding Shares on a non-diluted basis and 2.33% of the Shares on a partially diluted basis. As of such date, Mr. Perry beneficially owned, directly or indirectly, 1,684,409 Shares, representing 1.04% of the outstanding Shares on a non-diluted basis and 1.04% of the Shares on a partially diluted basis. Collectively, Mr. Richter and Mr. Perry beneficially owned, directly and indirectly, 3,067,655 Shares, 1,350,000 Options, 322,262 RSUs and 615,000 PSUs (providing for the issuance of up to 790,000 Shares, assuming the maximum performance criteria has been satisfied), representing 1.89% of the outstanding Shares on a non-diluted basis and 3.35% of the Shares on a partially diluted basis. In connection with the completion of the Arrangement, Mr. Richter will be entitled to receive payments on account of his Options and Share Awards and may be entitled to a change of control payment, and Mr. Perry will be entitled to receive payments on account of his Options and Share Awards. See “Interest of Certain Persons in Matters to be Acted Upon Change of Control Payments” and “Interest of Certain Persons in Matters to be Acted Upon Ownership of AuRico Metals Securities”. AuRico Metals’ Compensation Committee has determined that the value of such benefits to be received by each of Mr. Richter and Mr. Perry exceeds, in each case, 5% of the Consideration that they respectively expect to receive pursuant to the Arrangement in exchange for their Shares. As a result, such amounts constitute a “collateral benefit” in connection with the Arrangement and, accordingly, AuRico Metals will treat all votes cast at the Meeting in respect of Shares held, directly or indirectly, by each of Mr. Richter and Mr. Perry as Excluded Votes.

No formal valuation under MI 61-101 is required to be obtained by AuRico Metals in connection with the Arrangement as no interested party (as defined in MI 61-101) would, as a consequence of the Arrangement, directly or indirectly acquire AuRico Metals or the business of AuRico Metals, or combine with AuRico Metals, through an amalgamation, arrangement or otherwise, whether alone or with joint actors.

Court Approval

The OBCA requires that AuRico Metals obtain the approval of the Court in respect of the Arrangement. On November 22, 2017, AuRico Metals obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order is attached hereto as Appendix C. A copy of the Notice of Application applying for the Final Order approving the Arrangement is attached hereto as Appendix D.

Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, the hearing in respect of the Final Order is expected to take place on or about January 3, 2018 at 10:00 a.m. (Toronto time) in the Court at 330 University Avenue, Toronto, Ontario, or as soon thereafter as is reasonably practicable. Any Shareholder who wishes to appear or be represented and to present evidence or arguments must serve and file a notice of appearance as set out in the Notice of Application for the Final Order and satisfy any other requirements of the Court. The Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement and the rights and interests of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

Assuming the Final Order is granted and the other conditions to closing contained in the Arrangement Agreement are satisfied or waived, it is currently anticipated that Articles of Arrangement for AuRico Metals will be filed with the OBCA Director to give effect to the Arrangement in January 2018.

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Although AuRico Metals’ objective is to have the Effective Date occur as soon as possible after the Meeting, the Effective Date could be delayed for a number of reasons, including, but not limited to, an objection before the Court at the hearing of the application for the Final Order or any delay in obtaining any required approvals. Under certain circumstances, AuRico Metals and the Purchaser may terminate the Arrangement Agreement, as a result of which the Arrangement will not become effective, without prior notice to or action on the part of Shareholders. See “Summary of Material Agreements The Arrangement Agreement Termination of the Arrangement Agreement”.

Canadian Competition Act Approval

Part IX of the Competition Act requires that the Commissioner of Competition or any person duly authorized to exercise the powers of the Commissioner of Competition (the “Commissioner”) be notified of certain classes of transactions that exceed the thresholds set out in sections 109 and 110 of the Competition Act (“Notifiable Transactions”) by the parties to such transaction.

Subject to certain limited exceptions, the parties to a Notifiable Transaction cannot complete the transaction until they have submitted the information prescribed pursuant to section 114 of the Competition Act to the Commissioner (a “pre-merger notification”) and the applicable waiting period has expired, been terminated or the obligation to notify has been waived by the Commissioner pursuant to section 123(2) of the Competition Act. The waiting period is 30 calendar days after the day on which the parties to the transaction submit the prescribed information to the Commissioner, provided that, before the expiry of this period, the Commissioner has not notified the parties that he requires additional information that is relevant to the Commissioner’s assessment of the transaction pursuant to subsection 114(2) of the Competition Act (a “Supplementary Information Request”). In the event that the Commissioner provides the parties with a Supplementary Information Request, the parties cannot complete their transaction until 30 calendar days after compliance with such Supplementary Information Request, provided that there is no order in effect prohibiting completion at the relevant time. A transaction may be completed before the end of the applicable waiting period if the Commissioner notifies the parties that he does not, at such time, intend to challenge the transaction by making an application under section 92 of the Competition Act.

Alternatively, or in addition to filing a pre-merger notification, an ARC may be requested. An ARC may be issued by the Commissioner where he is satisfied that he would not have sufficient grounds on which to apply to the Competition Tribunal under section 92 of the Competition Act to challenge a Notifiable Transaction. If the Commissioner issues an ARC in respect of a Notifiable Transaction, that transaction is exempt from the pre-merger notification requirement. In addition, if the transaction to which the ARC relates is substantially completed within one year after the ARC is issued, the Commissioner cannot seek an order of the Competition Tribunal under section 92 of the Competition Act in respect of the transaction solely on the basis of information that is the same or substantially the same as the information on the basis of which the ARC was issued. Accordingly, ARCs are generally issued in respect of transactions that raise minimal substantive competition law issues. Where an ARC is requested but the Commissioner declines to issue an ARC, the Commissioner may instead issue a No Action Letter indicating that he does not at that time intend to initiate proceedings before the Competition Tribunal under section 92 of the Competition Act with respect to the transaction, while preserving his authority to so initiate proceedings during the one year period following completion of the transaction. Where a No Action Letter is issued in circumstances where a pre-merger notification filing has not also been made, the Commissioner will typically waive the obligation to comply with the statutory waiting period in conjunction with issuing the No Action Letter.

The transactions involving AuRico Metals, Centerra and the Purchaser pursuant to the Arrangement constitute a Notifiable Transaction. Accordingly, on November 16, 2017, AuRico Metals, Centerra and the Purchaser submitted a request to the Commissioner seeking to obtain an ARC or, if an ARC is not available, a No Action Letter and a waiver of the pre-merger notification obligation, in respect of the transactions contemplated under the Arrangement.

Australian FIRB Approval

Certain transactions involving “foreign persons” with respect to Australian assets or companies require prior approval from the Australian Treasurer. Australian foreign investment proposals are regulated under the FATA.

FIRB is a non-statutory body established to advise the Government of Australia on foreign investment policy and its administration.

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The FATA empowers the Australian Treasurer to prohibit an acquisition if he or she is satisfied that the acquisition would be “contrary to the national interest”.

The Arrangement will constitute a “notifiable action” under the FATA as Centerra is a “foreign government investor” and Centerra is acquiring a direct interest (i.e. an interest of at least 10%) in an “Australian business”.

Under the FATA, a “foreign government investor” includes a corporation in which a foreign government holds an interest of at least 20%. As the Government of the Kyrgyz Republic holds 100% of the shares in Kyrgyzaltyn JSC, Kyrgyzaltyn JSC constitutes a “foreign government investor” for the purposes of the FATA. Under the tracing provisions in the FATA, as Kyrgyzaltyn JSC holds 26.53% of the shares in Centerra as at the date hereof, Centerra and the Purchaser too are each a “foreign government investor” for the purposes of the FATA.

An “Australian business” is defined under the FATA as a business carried on wholly or partly in Australia in anticipation of profit or gain. Specifically, a person who has an interest in a mining tenement is taken to carry on a business in Australia. Accordingly, as AuRico Metals (through its wholly owned subsidiary AMARC) holds the rights to a number of royalties with respect to Australian mining tenements, it has an interest in Australian mining tenements and constitutes an “Australian business” for the purposes of the FATA.

In addition to the above, the Arrangement is also likely to constitute a number of other “notifiable actions” (and “significant actions”, notification of which is not mandatory but is recommended) under the FATA. Accordingly, the Arrangement will need to be notified to FIRB and be subject to FIRB Approval.

On November 17, 2017, Centerra notified FIRB of the Arrangement and requested FIRB Approval.

The Australian Treasurer generally has 30 days from the date of notification and payment of the application fee to either order that a transaction or acquisition be blocked, or notify that the Australian Government does not object to the transaction. During the 30 day initial notice period, the Australian Treasurer may also make an order extending the approval period by up to an additional 90 days or the applicant may consent to an extension.

If no order is made by the Australian Treasurer within the relevant approval period, the transaction may proceed and the Australian Treasurer cannot later make an order reversing the transaction under the foreign investment regime.

Stock Exchange De-Listing and Reporting Issuer Status

If the Arrangement is completed, the Purchaser will acquire all of the outstanding Shares and AuRico Metals will become an indirect wholly-owned subsidiary of Centerra. Following completion of the Arrangement, it is expected that the Shares will be de-listed from the TSX and AuRico Metals will make an application to cease to be a reporting issuer under applicable securities laws.

Dissent Rights for Shareholders

The Interim Order expressly provides Registered Shareholders with Dissent Rights with respect to the Arrangement. As a result, any Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the day before the Arrangement Resolution is adopted) of all, but not less than all, of the Shares beneficially held by it in accordance with Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement), if the Shareholder dissents with respect to the Arrangement and the Arrangement becomes effective. It is a condition to completion of the Arrangement in favour of the Purchaser that there shall not have been delivered and not withdrawn notices of dissent with respect to the Arrangement in respect of more than 10% of the Shares.

The following is a summary of Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) relating to the rights of Dissenting Shareholders. These provisions are technical and complex and registered holders of Shares who wish to exercise Dissent Rights should consult a legal advisor.

Section 185 of the OBCA provides that a Shareholder may only make a claim under that section with respect to all of the Shares held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the name of the Dissenting Shareholder. One consequence of this provision is that a Shareholder may only exercise the Dissent Rights under Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) in respect of Shares that are registered in that Shareholder’s name.

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In many cases, Shares beneficially owned by a holder (a “Beneficial Shareholder”) are registered either (a) in the name of an intermediary (“Intermediary”) that the Beneficial Shareholder deals with in respect of such Shares, such as, among others, banks, trust companies, securities brokers, trustees and other similar entities, or (b) in the name of a depository, such as CDS, of which the Intermediary is a participant. Accordingly, a Beneficial Shareholder will not be entitled to exercise his or her Dissent Rights directly (unless the Shares are re-registered in the Beneficial Shareholder’s name). A Beneficial Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Beneficial Shareholder deals in respect of its Shares and either (i) instruct the Intermediary to exercise the Dissent Rights on the Beneficial Shareholder’s behalf (which, if the Shares are registered in the name of CDS or any other clearing agency, may require that such Shares first be re-registered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Shares in the name of the Beneficial Shareholder, in which case the Beneficial Shareholder would have to exercise the Dissent Rights directly.

The execution or exercise of a proxy does not constitute a written objection for purposes of the Dissent Rights.

The following summary does not purport to be comprehensive with respect to the procedures to be followed by a Shareholder seeking to exercise Dissent Rights with respect to the Arrangement Resolution as provided in the Interim Order and is qualified in its entirety by reference to the full text of the Interim Order, Article 3 of the Plan of Arrangement and Section 185 of the OBCA, which are set forth in Appendix C, Appendix B and Appendix F and to this Circular, respectively.

The Interim Order, the Plan of Arrangement and the OBCA require strict adherence to the procedures established therein and failure to adhere to such procedures may result in the loss of all Dissent Rights with respect to the Arrangement Resolution. Accordingly, each Shareholder who desires to exercise rights of dissent should carefully consider and comply with the provisions of Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) and consult its legal advisors.

Notwithstanding subsection 185(6) of the OBCA (pursuant to which a written objection may be provided at or prior to the Meeting), a Dissenting Shareholder who seeks payment of the fair value of its Shares is required to deliver a written objection to the Arrangement Resolution to AuRico Metals not later than 48 hours preceding the Meeting (or any adjournment or postponement thereof), excluding Saturdays, Sundays and statutory holidays in the Province of Ontario. Such notice must be delivered to the Secretary of AuRico Metals, at 110 Yonge Street, Suite 601, Toronto, Ontario, M5C 1T4, facsimile: 1-416-216-2781, with a copy to Fasken Martineau DuMoulin LLP, 333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6, facsimile: 1-416-364-7813, Attention: Krisztian Toth. A vote against the Arrangement Resolution or a withholding of votes does not constitute a written objection. Within 10 days after the Arrangement Resolution is approved by the Shareholders, AuRico Metals must so notify the Dissenting Shareholder (unless such Shareholder voted for the Arrangement Resolution or has withdrawn its objection) who is then required, within 20 days after receipt of such notice (or, if such Shareholder does not receive such notice, within 20 days after learning of the approval of the Arrangement Resolution), to send to AuRico Metals a written notice containing its name and address, the number and Shares in respect of which the Shareholder dissents and a demand for payment of the fair value of such Shares and, within 30 days after sending such written notice, to send to AuRico Metals or its transfer agent the appropriate share certificate or certificates.

A Dissenting Shareholder who fails to send to AuRico Metals, within the appropriate time frame, a written objection, demand for payment and certificates representing the Shares in respect of which the Shareholder dissents forfeits the right to make a claim under Section 185 of the OBCA as modified by the Interim Order and the Plan of Arrangement. The transfer agent of AuRico Metals will endorse on the share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return the certificates to the Dissenting Shareholder.

On sending a demand for payment to AuRico Metals, a Dissenting Shareholder ceases to have any rights as a Shareholder other than the right to be paid the fair value of such holder’s Shares, notwithstanding anything to the contrary contained in Section 185 of the OBCA, which fair value shall be determined as of the close of business on the day before the Arrangement Resolution is adopted, except where:

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(a) the Dissenting Shareholder withdraws the demand for payment before AuRico Metals makes an offer to the Dissenting Shareholder pursuant to the OBCA,

(b) AuRico Metals fails to make an offer as hereinafter described and the Dissenting Shareholder withdraws the demand for payment, or

(c) the proposal contemplated in the Arrangement Resolution does not proceed,

in which case the Dissenting Shareholder’s rights as a Shareholder will be reinstated as of the date the Dissenting Shareholder sent the demand for payment.

Shareholders who duly exercise their Dissent Rights are deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser and if such Dissenting Shareholders:

(a) ultimately are entitled to be paid the fair value for such Shares by the Purchaser, will be paid the fair value of such Shares, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or

(b) ultimately are not entitled, for any reason, to be paid the fair value for such Shares by the Purchaser, will be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder.

From and after the Effective Time, in no case is the Purchaser, AuRico Metals or any other person required to recognize a Dissenting Shareholder as a holder of Shares or as a holder of any securities of any of the Purchaser, AuRico Metals or any of their respective subsidiaries and the names of the Dissenting Shareholders are to be deleted from AuRico Metals’ register of holders of Shares. In addition to any other restrictions under section 185 of the OBCA, for greater certainty, none of the following will be entitled to exercise Dissent Rights: holders of Options, holders of Share Awards and holders of Shares who vote or have instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution (but only in respect of such Shares).

If the Plan of Arrangement becomes effective, the Purchaser will be required to send, not later than the seventh day after the later of: (i) the Effective Date; or (ii) the day the demand for payment is received, to each Dissenting Shareholder whose demand for payment has been received, a written offer to pay for such Dissenting Shareholder’s shares such amount as the Purchaser’s board of directors considers fair value thereof accompanied by a statement showing how the fair value was determined.

The Purchaser must pay for the Shares of a Dissenting Shareholder within ten days after an offer made as described above has been accepted by a Dissenting Shareholder, but any such offer lapses if the Purchaser does not receive an acceptance thereof within 30 days after such offer has been made.

If such offer is not made or accepted, the Purchaser may, within 50 days after the Effective Date or within such further period as a court may allow, apply to the Court to fix the fair value of such Shares. There is no obligation of the Purchaser to apply to the Court. If the Purchaser fails to make such an application, a Dissenting Shareholder has the right to so apply within a further 20 days. A Dissenting Shareholder is not required to give security for costs in such an application.

Upon an application to the Court, all Dissenting Shareholders whose Shares have not been purchased by the Purchaser will be joined as parties and be bound by the decision of the Court, and the Purchaser will be required to notify each Dissenting Shareholder of the date, place and consequences of the application and of the right to appear and be heard in person or by counsel. Upon any such application to a court, the court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Shares of all Dissenting Shareholders who have not accepted an offer to pay. The final order of the Court will be rendered against the Purchaser in favour of each Dissenting Shareholder and for the amount of the Dissenting Shareholder’s Shares as fixed by the Court. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each such Dissenting Shareholder from the Effective Date until the date of payment.

Registered Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Shares as determined under the applicable provisions of the OBCA (as

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modified by the Interim Order and the Plan of Arrangement) will be more than or equal to the Consideration offered under the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for such Shareholder’s Shares.

Under the OBCA, the Court may make any order in respect of the Arrangement it thinks fit, including a Final Order that amends the Dissent Rights as provided for in the Plan of Arrangement and the Interim Order. In any case, it is not anticipated that additional Shareholder approval would be sought for any such variation.

The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of fair value of the Dissenting Shareholder’s Shares. Section 185 of the OBCA (as modified by the Plan of Arrangement and the Interim Order) requires strict adherence to the procedures established therein and failure to do so may result in a loss of a Dissenting Shareholder’s Dissent Rights. Accordingly, each Dissenting Shareholder who desires to exercise Dissent Rights should carefully consider and comply with the provisions of that section, the full text of which is set out in Appendix F to this Circular, as modified by the Plan of Arrangement and the Interim Order, or should consult with such Dissenting Shareholder’s legal advisor.

SUMMARY OF MATERIAL AGREEMENTS

The Arrangement Agreement

The Arrangement Agreement provides for the implementation of the Plan of Arrangement. The following is a summary only of certain provisions of the Arrangement Agreement and reference should be made to the full text of the Arrangement Agreement file on SEDAR at www.sedar.com and the Plan of Arrangement attached as Appendix B to this Circular. This summary does not purport to be complete and may not contain all of the information about the Arrangement Agreement or the Plan of Arrangement that is important to you. Shareholders are encouraged to read the Arrangement Agreement and the Plan of Arrangement, attached as Appendix B to this Circular, in their entirety.

The Arrangement Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Arrangement Agreement. The Arrangement Agreement contains representations and warranties made by AuRico Metals to Centerra and the Purchaser and representations and warranties made by the Purchaser and Centerra to AuRico Metals. The representations and warranties in the Arrangement Agreement and the description of them in this Circular should not be read alone, but instead should be read in conjunction with the other information contained in the reports, statements and filings AuRico Metals publicly filed on SEDAR at www.sedar.com.

Effective Date

If the Arrangement Resolution is passed at the Meeting, the Final Order is obtained approving the Arrangement, every requirement of the OBCA relating to the Arrangement has been complied with and all other conditions to the Arrangement Agreement as summarized under “Summary of Material Agreements – The Arrangement Agreement – Conditions of Closing” are satisfied or waived, the Arrangement will become effective at 12:01 a.m. (Toronto time) on the Effective Date. It is currently expected that the Effective Date will be in January 2018.

Covenants

In the Arrangement Agreement, AuRico Metals and the Purchaser have agreed to certain covenants, certain of which are described below.

Mutual Covenants Regarding the Arrangement

Each of AuRico Metals and the Purchaser has given usual and customary mutual covenants for an agreement of the nature of the Arrangement Agreement, including mutual covenants: (i) to use all of their respective commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to their respective obligations under the Arrangement Agreement; (ii) to take, or cause to be taken, all other action and to do, or cause to be done, all things necessary and commercially reasonable to permit the completion of the Arrangement in accordance with

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the Arrangement Agreement, the Plan of Arrangement and applicable laws; (iii) to cooperate with the other party in connection therewith; and (iv) to use all of their respective commercially reasonable efforts to obtain all required regulatory approvals, including the Key Regulatory Approvals.

Covenants of the Purchaser

The Purchaser has given, in favour of AuRico Metals, usual and customary covenants for an agreement of the nature of the Arrangement Agreement, including covenants: (i) to use its commercially reasonable efforts to effect all necessary registrations, filing and submissions of information required by Governmental Authorities from the Purchaser relating to the Arrangement; (ii) to oppose any injunction, restraining or other order seeking to prohibit or adversely affect the consummation of the Arrangement; (iii) to defend any proceedings against the Purchaser or its directors or officers challenging or affecting the Arrangement Agreement or the completion of the Arrangement; and (iv) to use commercially reasonable efforts to provide AuRico Metals with notice of the employees of AuRico Metals or its subsidiaries who will be Continuing Employees.

Covenants of AuRico Metals Regarding the Implementation of the Arrangement and in respect of the Interim Period

AuRico Metals has given, in favour of the Purchaser, usual and customary covenants for an agreement of the nature of the Arrangement Agreement, including covenants: (i) to conduct business in the ordinary course of business and in accordance with applicable law during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms; (ii) not to undertake certain actions without the prior written consent of the Purchaser; (iii) to use commercially reasonable efforts to cause all directors of AuRico Metals and its subsidiaries to provide resignations effective as at the Effective Time; (iv) relating to a Pre-Acquisition Reorganization; (v) to oppose any injunction, restraining or other order seeking to prohibit or adversely affect the consummation of the Arrangement; (vi) to defend any proceedings against AuRico Metals challenging or affecting the Arrangement Agreement or the completion of the Arrangement; (vii) to permit the Purchaser a reasonable opportunity to review in advance and comment on any proposed substantive applications, notices, filings, submissions, undertakings, correspondence and communications in respect of any permits in respect of the Material Property that are not in place as of the date of the Arrangement Agreement; and (viii) to use commercially reasonable efforts to have its representatives provide such cooperation to Centerra and the Purchaser in connection with any Purchaser Financing Matter.

Covenants of AuRico Metals Regarding Non-Solicitation

AuRico Metals has provided certain non-solicitation covenants (the “Non-Solicitation Covenants”) in favour of the Purchaser, as set forth below.

(a) Except as permitted in the Arrangement Agreement, from and after the date of the Arrangement Agreement and until the earlier of the Effective Time or the date on which the Arrangement Agreement is terminated in accordance with its terms, AuRico Metals and its subsidiaries shall not, directly or indirectly, through any of their representatives or otherwise, and shall not permit any such person to:

(i) make, initiate, solicit or knowingly encourage or facilitate (including by way of furnishing or affording access to information or permitting any visit to facilities or properties of AuRico Metals or any of its subsidiaries) any inquiry, proposal or offer that constitutes, or that could reasonably be expected to lead to, an Acquisition Proposal;

(ii) enter into or otherwise engage or participate in any discussions or negotiations with, furnish information to, or otherwise co-operate in any way with, any person (other than the Purchaser and its subsidiaries) regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal;

(iii) take no position or remain neutral with respect to, or agree to, accept, approve, endorse or recommend, or propose publicly to agree to, accept, approve, endorse or recommend any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period ending not later than the end of the fifth Business Day after such Acquisition Proposal has been publicly announced shall be deemed not to constitute a violation of the Arrangement Agreement), provided the Board has rejected such

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Acquisition Proposal and affirmed its recommendation to all Shareholders that they vote in favour of the Arrangement Resolution before the end of such fifth Business Day (or in the event that Meeting is scheduled to occur within such period, prior to the end of the third Business Day prior to the date of Meeting);

(iv) make or propose publicly to make a Change of Recommendation;

(v) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement effecting or related to any Acquisition Proposal or potential Acquisition Proposal (other than an acceptable confidentiality agreement permitted by and in accordance with the Non-Solicitation Covenants); or

(vi) make any public announcement or take any other action inconsistent with the approval, recommendation or declaration of advisability of the Board of the transactions contemplated by the Arrangement Agreement.

(b) AuRico Metals will, and will cause its subsidiaries and its and their representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion or negotiations with any person (other than the Purchaser and its representatives) with respect to any Acquisition Proposal or inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal and, in connection therewith, AuRico Metals will: (i) immediately discontinue access of any such person to any confidential information concerning AuRico Metals and its subsidiaries, including access to any data room, virtual or otherwise; and (ii) within two Business Days after the date of the Arrangement Agreement, to the extent such information has not previously been returned or destroyed, promptly request, and exercise all rights it has to require, the return or destruction of all copies of any confidential information regarding AuRico Metals and its subsidiaries provided to any person other than the Purchaser and its representatives and the return or destruction of all material including or incorporating or otherwise reflecting such confidential information regarding AuRico Metals or its subsidiaries, using commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights.

(c) AuRico Metals will: (i) not release (or allow any of its subsidiaries to release) any person from, grant any permission under or terminate, modify, amend or waive the terms of, any confidentiality agreement or standstill agreement or standstill or similar provisions in any such confidentiality agreement (it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement as the result of the entering into and announcing this Arrangement Agreement shall not be a violation of the Non-Solicitation Covenants; and (ii) take and will cause each of its subsidiaries to, take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which AuRico Metals or any subsidiary is a party.

(d) AuRico Metals will promptly (and, in any event, within 24 hours) notify the Purchaser, at first orally and thereafter in writing, of any Acquisition Proposal (whether or not in writing), any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, and any request received by AuRico Metals or any of its subsidiaries or any of their representatives for non-public information relating to AuRico Metals (or any of its subsidiaries) or for access to the properties, books or records of AuRico Metals (or any of its subsidiaries) by any person in connection with, or that could reasonably be expected to result in, an Acquisition Proposal, such notice to include a copy of the Acquisition Proposal, inquiry, proposal, offer or request, a description of its material terms and conditions and the identity of all persons making such Acquisition Proposal, inquiry, proposal, offer or request, and copies of all written documents, correspondences and other materials received in respect of, from or on behalf of any such persons, and will promptly provide to the Purchaser such other information concerning such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request. AuRico Metals will keep the Purchaser promptly and fully informed of the status and details (including all amendments, changes or other modifications) of any such Acquisition Proposal, inquiry, proposal, offer or request and will provide to the Purchaser copies of all materials or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to or by AuRico Metals by or on behalf of or to any persons making any such Acquisition Proposal, inquiry, proposal, offer or request.

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(e) Notwithstanding anything to the contrary contained in item (a) above, in the event that AuRico Metals receives a bona fide written Acquisition Proposal from any person after the date of the Arrangement Agreement and prior to Meeting that did not otherwise result from a breach of the Arrangement Agreement, and subject to AuRico Metals’ compliance with the Arrangement Agreement, AuRico Metals and its representatives may furnish information with respect to it to such person pursuant to an acceptable confidentiality agreement and participate in discussions or negotiations regarding such Acquisition Proposal, if and only if:

(i) prior to taking any action described above, the Board determines, in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal is or could reasonably be expected to result in a Superior Proposal;

(ii) such person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality agreement, standstill, use, business purpose or similar restriction with AuRico Metals or any of its subsidiaries or representatives;

(iii) AuRico Metals has been, and continues to be, in compliance with its obligations under the Non-Solicitation Covenants of the Arrangement Agreement; and

(iv) prior to taking any action described above, (A) AuRico Metals enters into and provides a copy of an acceptable confidentiality agreement to the Purchaser promptly (and in any event within 24 hours thereafter) upon its execution and (B) AuRico Metals contemporaneously provides to the Purchaser any non-public information concerning AuRico Metals that is provided to such person which was not previously provided to the Purchaser or its representatives.

(f) Except as expressly permitted in the Arrangement Agreement, neither the Board nor any committee thereof will permit AuRico Metals to accept or enter into any acquisition agreement requiring AuRico Metals to abandon, terminate or fail to consummate the Arrangement or providing for the payment of any break, termination or other fees or expenses to any person proposing an Acquisition Proposal in the event that AuRico Metals completes the transactions contemplated by the Arrangement Agreement or any other transaction with the Purchaser or any of its affiliates.

(g) In the event AuRico Metals receives a bona fide Acquisition Proposal that is a Superior Proposal from any person after the date of the Arrangement Agreement and prior to the Meeting, then the Board may, prior to the Meeting, withdraw, modify, qualify or change in a manner adverse to the Purchaser its approval or recommendation of the Arrangement and/or approve or recommend such Superior Proposal and/or enter into an acquisition agreement with respect to such Superior Proposal if and only if:

(i) the person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, use, business purpose or similar restriction with AuRico Metals or any of its subsidiaries (it being acknowledged and agreed that the automatic termination of any standstill provisions as the result of the entering into an announcement of the Arrangement Agreement shall not be a violation of this item (g));

(ii) AuRico Metals did not breach any Non-Solicitation Covenants in connection with the preparation or making of such Acquisition Proposal and AuRico Metals has been and continues to be in compliance with the Non-Solicitation Covenant;

(iii) AuRico Metals has given written notice to the Purchaser that it has received such Superior Proposal and that the Board has determined that (x) such Acquisition Proposal constitutes a Superior Proposal and (y) the Board intends to withdraw, modify, qualify or change in a manner adverse to the Purchaser its approval or recommendation of the Arrangement (including the recommendation that Shareholders vote in favour of the Arrangement Resolution), and/or enter into an acquisition agreement with respect to such Superior Proposal, in each case, promptly following the making of such determination, together with written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under any such Acquisition Proposal;

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(iv) AuRico Metals has provided the Purchaser a copy of the proposed Acquisition Agreement and all supporting materials, including any financing documents, supplied to AuRico Metals by or on behalf of the person making the Superior Proposal in connection therewith;

(v) a period of at least five Business Days (such period being the “Superior Proposal Notice Period”) shall have elapsed from the later of the date the Purchaser received the notice from AuRico Metals referred to in this item (iii) above and the date on which the Purchaser received the materials set out in this item (iv) above;

(vi) during any Superior Proposal Notice Period, the Purchaser has had the opportunity, but not the obligation, to propose to amend the terms of the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(vii) after the Superior Proposal Notice Period, the Board shall have determined, in accordance with item (h) below, that such Acquisition Proposal remains a Superior Proposal compared to the Arrangement as proposed to be amended by the Purchaser and that the failure by the Board to, as applicable, withdraw, modify, qualify or change in a manner adverse to the Purchaser its approval or recommendation of the Arrangement and/or approve or recommend such Superior Proposal and/or recommend that AuRico Metals enter into the acquisition agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties;

(viii) AuRico Metals concurrently terminates the Arrangement Agreement in accordance with its terms; and

(ix) AuRico Metals has previously, or concurrently will have, paid to the Purchaser the Termination Fee.

(h) During the Superior Proposal Notice Period, the Board will review in good faith any offer made by the Purchaser to amend the terms of the Arrangement Agreement and the Arrangement in order to determine, in consultation with its financial advisors and outside legal counsel, whether the proposed amendments would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal. AuRico Metals agrees that, subject to AuRico Metals’ disclosure obligations under applicable securities laws, the fact of the making of, and each of the terms of, any such proposed amendments shall be kept strictly confidential and shall not be disclosed to any person (including without limitation, the person having made the Superior Proposal), other than AuRico Metals’ representatives, without the Purchaser’s prior written consent. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal as a result of the amendments proposed by the Purchaser, AuRico Metals will forthwith so advise the Purchaser and will promptly thereafter accept the offer by the Purchaser to amend the terms of the Arrangement Agreement and the Arrangement, and the parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal remains a Superior Proposal and therefore rejects the Purchaser’s offer to amend the Arrangement Agreement and the Arrangement, if any, AuRico Metals may, subject to compliance with the other provisions hereof, terminate the Arrangement Agreement and enter into an acquisition agreement in respect of such Superior Proposal.

(i) Each successive modification of any Superior Proposal shall constitute a new Superior Proposal for the purposes item (h) above and shall require a new five Business Day Superior Proposal Notice Period from the later of the date on which the Purchaser received the notice from AuRico Metals and the date on which the Purchaser received the materials. If the Meeting is scheduled to occur during a Superior Proposal Notice Period, AuRico Metals may, and upon the request of the Purchaser, AuRico Metals shall, adjourn or postpone the Meeting.

(j) The Board shall reaffirm its recommendation in favour of the Arrangement by news release promptly after: (i) the Board has determined that any Acquisition Proposal is not a Superior Proposal if the Acquisition Proposal has been publicly announced or made; or (ii) the Board makes the determination that an Acquisition Proposal that has been publicly announced or made and which previously constituted a

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Superior Proposal has ceased to be a Superior Proposal. AuRico Metals shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on the form and content of any such news release and shall give reasonable consideration to all amendments to such press release requested by the Purchaser and its counsel. Such news release shall state that the Board has determined that such Acquisition Proposal is not a Superior Proposal.

(k) Neither AuRico Metals nor any of its subsidiaries will become a party to any contract with any person subsequent to the date of the Arrangement Agreement that limits or prohibits AuRico Metals from: (i) providing or making available to the Purchaser and its affiliates and representatives any information provided or made available to such person or its officers, directors, employees, consultants, advisors, agents or other representatives (including solicitors, accountants, investment bankers and financial advisors) pursuant to any confidentiality agreement; or (ii) providing the Purchaser and its affiliates and representatives with any other information required to be given to it by AuRico Metals under this item (k).

(l) The Board shall have the right to respond, within the time and in the manner required by applicable securities laws, to any take-over bid or tender or exchange offer made for the Shares that it determines is not a Superior Proposal, provided that the Purchaser and its counsel shall be provided with a reasonable opportunity to review and comment on any such response and the Board shall give reasonable consideration to such comments.

(m) AuRico Metals shall ensure that its subsidiaries and its and their respective representatives are aware of the Non-Solicitation Covenants, and any violation of the restrictions set forth above by AuRico Metals’ representatives, AuRico Metals’ subsidiaries or AuRico Metals’ subsidiaries’ representatives shall be deemed a breach by AuRico Metals.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by AuRico Metals to Centerra and the Purchaser and representations and warranties made by the Purchaser and Centerra to AuRico Metals. The representations and warranties were made solely for the purposes of the Arrangement Agreement and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, some of the representations and warranties contained in the Arrangement Agreement have been made as of specified dates or are subject to a contractual standard of materiality (including Material Adverse Effect) that are different from what may be viewed as material to Shareholders, or may have been used for the purpose of allocating risk between parties to an agreement instead of establishing such matters as facts. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by AuRico Metals in favour of Centerra and the Purchaser relate to, among other things: (i) organization and qualification; (ii) subsidiaries; (iii) authority relative to the Arrangement Agreement; (iv) required approvals; (v) no defaults under any material contracts or organizational documents and no violations of laws; (vi) capitalization; (vii) AuRico Metals not being a party to any shareholder or similar agreements; (viii) reporting issuer and securities law matters; (ix) U.S. securities law matters; (x) financial statements and internal control over financial reporting; (xi) undisclosed liabilities; (xii) auditors; (xiii) absence of certain changes; (xiv) derivative transactions; (xv) collateral benefits; (xvi) compliance with laws; (xvii) permits; (xviii) litigation; (xix) insolvency; (xx) interest in properties; (xxi) expropriation and aboriginal matters; (xxii) technical report; (xxiii) taxes; (xxiv) material contracts, including in respect of AuRico Metals’ royalty portfolio; (xxv) employees; (xxvi) acceleration of benefits; (xxvii) pension and employee benefits; (xxviii) intellectual property; (xxix) environment; (xxx) insurance; (xxxi) books and records; (xxxii) non-arm’s length transactions; (xxxiii) financial advisors and brokers; (xxxiv) opinions of financial advisors; (xxxv) Board approval; (xxxvi) arrangements with securityholders; and (xxxvii) confidentiality agreements.

The representations and warranties provided by Centerra and the Purchaser in favour of AuRico Metals relate to, among other things: (i) organization and corporate capacity; (ii) authority relative to the Arrangement Agreement; (iii) required approvals; (iv) no violation; (v) sufficient funds; (vi) share ownership; and (vii) the Investment Canada Act.

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Conditions of Closing

Mutual Conditions

The Arrangement Agreement provides that the respective obligations of the parties to complete the Arrangement are subject to the satisfaction, or mutual waiver by the parties, of the following conditions on or before the Effective Time:

(a) the Arrangement Resolution will have been approved by the Shareholders at the Meeting in accordance with the Interim Order and applicable laws;

(b) each of the Interim Order and Final Order will have been obtained in form and substance satisfactory to each of AuRico Metals and the Purchaser, each acting reasonably, and will not have been set aside or modified in any manner unacceptable to either AuRico Metals or the Purchaser, each acting reasonably, on appeal or otherwise;

(c) the Key Regulatory Approvals will have been obtained and be in full force and effect and not modified;

(d) the Articles of Arrangement to be sent to the OBCA Director in accordance with the Arrangement Agreement and the OBCA are in form and content satisfactory to AuRico Metals and the Purchaser, each acting reasonably; and

(e) the Arrangement Agreement shall not have been terminated in accordance with its terms.

Additional Conditions Precedent to the Obligations of AuRico Metals

The Arrangement Agreement provides that the obligations of AuRico Metals to complete the Arrangement are subject to the satisfaction, or waiver by AuRico Metals, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of AuRico Metals:

(a) each of Centerra and the Purchaser shall have complied in all material respects with its obligations, covenants and agreements in the Arrangement Agreement to be performed and complied with on or before the Effective Date, except where the failure to comply with such obligations, covenant and agreements has not and would not reasonably be expected to, individually or in the aggregate, prevent, significantly impede or materially delay the completion of the Arrangement or any of the transactions contemplated by the Arrangement Agreement;

(b) the representations and warranties of Centerra and the Purchaser set forth in the Arrangement Agreement shall be true and correct at and as of the date of the Arrangement Agreement and the Effective Date as if made on and as of such date (except for such representations and warranties which are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date) except for breaches of representations and warranties that have not and would not reasonably be expected to, individually or in the aggregate, prevent, significantly impede or materially delay the completion of the Arrangement and the transactions contemplated thereby;

(c) AuRico Metals shall have received a certificate of Centerra and the Purchaser signed by a senior officer of each of Centerra and the Purchaser and dated the Effective Date certifying that the conditions set out in items (a) and (b) have been satisfied; and

(d) the Purchaser shall have complied with its obligations under the Arrangement Agreement and the Depositary shall have confirmed receipt of the Consideration.

Additional Conditions Precedent to the Obligations of the Purchaser

The Arrangement Agreement provides that the obligations of the Purchaser to complete the Arrangement are subject to the satisfaction, or waiver by the Purchaser, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Purchaser:

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(a) AuRico Metals shall have complied in all material respects with its obligations, covenants and agreements in the Arrangement Agreement to be performed and complied with on or before the Effective Date;

(b) the representation and warranties of AuRico Metals:

(i) that are the fundamental representations of AuRico Metals (including representations relating to organization and qualification, authority relative to the Arrangement Agreement, required approvals, no violation, interest in properties and material contracts) shall be true and correct at and as of the date of the Arrangement Agreement and the Effective Date as if made on and as of such date;

(ii) that are the capitalization representations and warranties of AuRico Metals shall be true and correct (other than de minimis inaccuracies) at and as of the date of the Arrangement Agreement and the Effective Date as if made on and as of such date, other than as a result of the exercise or expiry of Options or the expiry, vesting, exercise or issuance of securities in connection with Share Awards, in each case as disclosed to the Purchaser and Centerra; and

(iii) other than the representations and warranties of AuRico Metals to which items (i) or (ii) above applies, the representations and warranties of AuRico Metals (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the date of the Arrangement Agreement and the Effective Date as if made on and as of such date except for breaches of representations and warranties which are not, and have not had, a Material Adverse Effect,

except in each case, for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date;

(c) the Purchaser shall have received a certificate of AuRico Metals signed by a senior officer of AuRico Metals and dated the Effective Date certifying that the conditions set out in items (a) and (b) above have been satisfied, which certificate will cease to have any force and effect after the Effective Time;

(d) no law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no proceeding will otherwise have been taken, or be pending or threatened under any laws or by any Governmental Authority (whether temporary, preliminary or permanent) that:

(i) makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement or the payment of the Consideration;

(ii) prohibits, restricts or imposes terms or conditions beyond those terms and conditions which the Purchaser is required to accept pursuant to the terms of the Arrangement Agreement, or the ownership or operation by the Purchaser of the business or assets of the Purchaser, its affiliates and related entities, AuRico Metals or any of its subsidiaries and related entities, or compels the Purchaser to dispose of or hold separate any of the business or assets of the Purchaser, its affiliates and related entities, AuRico Metals or any of its subsidiaries and related entities as a result of the Arrangement; or

(iii) prevents or materially delays the consummation of the Arrangement, or if the Arrangement were to be consummated, has a Material Adverse Effect;

(e) the Credit Agreement shall be terminated and any liens associated with the facility available thereunder shall have been discharged; and

(f) Shareholders shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Shareholders representing not more than 10% of Shares then outstanding);

(g) there shall not have occurred a Material Adverse Effect.

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Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated in the following circumstances by:

(a) the mutual written consent of AuRico Metals and the Purchaser at any time prior to the Effective Time;

(b) either AuRico Metals or the Purchaser at any time prior to the Effective Time if:

(i) the Effective Time does not occur on or before the Outside Date, except that the right to terminate the Arrangement Agreement under this item (b)(i) shall not be available to any party whose failure to fulfil any of its covenants or obligations or whose breach of any of its representations and warranties under the Arrangement Agreement has been a principal cause of, or resulted in, the failure of the Effective Time to occur by such date;

(ii) the Meeting is held and the Arrangement Resolution is not approved by the Shareholders in accordance with applicable laws and the Interim Order; or

(iii) any law is enacted, made, enforced or amended, as applicable, that makes the completion of the Arrangement or the transactions contemplated by the Arrangement Agreement illegal or otherwise prohibited, and such law has become final and non-appealable, except that the right to terminate the Arrangement Agreement under this item (b)(iii) shall not be available to any party unless such party has used its commercially reasonable efforts to, as applicable, appeal or overturn such law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement;

(c) the Purchaser at any time prior to the Effective Time if:

(i) either (A) the Board or any committee thereof fails to publicly make a recommendation (other than, in the case of the Board, the abstention of a single director) that Shareholders vote in favour of the Arrangement Resolution as contemplated in the Arrangement Agreement or AuRico Metals or the Board or any committee thereof, withdraws, modifies, qualifies or changes, in a manner adverse to the Purchaser, its approval or recommendation of the Arrangement or endorses or recommends any Acquisition Proposal or take no position or remains neutral with respect to any publicly announced or otherwise publicly disclosed Acquisition Proposal for a period ending later than the end of the fifth Business Day (or, in the event the Meeting is scheduled to occur within such five Business Day period, for a period beyond the end of the third Business Day prior to the date of the Meeting), (B) the Board or any committee thereof fails to reaffirm its recommendation (other than, in the case of the Board, the abstention of a single director) that Shareholders vote in favour of the Arrangement Resolution by the end of the fifth Business Day following receipt of a request by the Purchaser to do so (and in the event that the Meeting is scheduled to occur within such period, prior to the end of the third Business Day prior to the date of the Meeting) (each of the foregoing a “Change of Recommendation”), (C) AuRico Metals and/or the Board accepts, approves, endorses or recommends any Acquisition Proposal, (D) AuRico Metals enters into an acquisition agreement in respect of any Acquisition Proposal (other than an acceptable confidentiality agreement permitted by the Non-Solicitation Covenants), or (E) AuRico Metals or the Board publicly proposes or announces its intention to do any of the foregoing;

(ii) AuRico Metals intentionally and materially breaches any of its material obligations or material covenants under the Arrangement Agreement; or

(iii) subject to compliance with the terms of the Arrangement Agreement, AuRico Metals breaches any of its representations, warranties, covenants or agreements contained in the Arrangement Agreement, which breach would cause any of the conditions set forth in the mutual conditions or in additional conditions precedent to the obligations of the Purchaser above not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of the Arrangement Agreement, provided, however, that the Purchaser is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth in the mutual conditions above or in additional conditions precedent to the obligations of the Purchaser not to be satisfied; or

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(d) AuRico Metals:

(i) at any time prior to the approval of the Arrangement Resolution, if the Board approves, and authorizes AuRico Metals to enter into, a definitive agreement providing for the implementation of a Superior Proposal in accordance with the Non-Solicitation Covenants above, subject to AuRico Metals complying with the Non-Solicitation Covenants and paying the Termination Fee concurrently with such termination; or

(ii) at any time prior to the Effective Time, subject to compliance with the terms of the Arrangement Agreement, if the Purchaser breaches any of its representations, warranties, covenants or agreements contained in the Arrangement Agreement, which breach would cause any of the conditions set forth in the mutual conditions above or additional conditions precedent to the obligations of the Purchaser above not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of the Arrangement Agreement, provided, however, that AuRico Metals is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth in mutual conditions above or additional conditions precedent to the obligations of the Purchaser above not to be satisfied.

In the event of termination the Arrangement Agreement shall forthwith become void and of no further force or effect and no party will have any liability or further obligation to any other party to the Arrangement Agreement, except as expressly provided in the Arrangement Agreement.

Termination Fee

The Arrangement Agreement specifies that AuRico Metals shall pay the Purchaser the Termination Fee of $12 million, as liquidated damages, upon termination of the Arrangement Agreement:

(a) by the Purchaser pursuant to items (c)(i) or (c)(ii) under “Summary of Material Agreements – The Arrangement Agreement – Termination of the Arrangement Agreement” above;

(b) by AuRico Metals pursuant to item (d)(i) under “Summary of Material Agreements – The Arrangement Agreement – Termination of the Arrangement Agreement” above;

(c) pursuant to any section under “Summary of Material Agreements – The Arrangement Agreement – Termination of the Arrangement Agreement” above if at such time the Purchaser is entitled to terminate the Arrangement Agreement pursuant to items (c)(i) or (c)(ii); and

(d) by AuRico Metals or the Purchaser pursuant to items (b)(i) or (b)(ii) or by the Purchaser pursuant to item (c)(iii), all under “Summary of Material Agreements – The Arrangement Agreement – Termination of the Arrangement Agreement” above, where:

(i) prior to such termination, an Acquisition Proposal has been made or publicly announced or otherwise publicly disclosed by any person (other than the Purchaser or any of its affiliates) (or in the case of termination by the Purchaser pursuant to pursuant to item (c)(iii) under “Summary of Material Agreements – The Arrangement Agreement – Termination of the Arrangement Agreement” above only, otherwise communicated to AuRico Metals or any of its representatives), or any person (other than the Purchaser or any of its affiliates) shall have publicly announced an intention to make an Acquisition Proposal; and

(ii) within 365 days following the date of such termination: (I) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in item (d)(i) above) is consummated or effected; or (II) AuRico Metals or one or more of its subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in item (d)(i) above) and such Acquisition Proposal is subsequently consummated at any time thereafter;

provided, however, that for the purposes of this item (d) all references to “20% or more” in the definition of Acquisition Proposal shall be changed to “50% or more”.

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Centerra Guarantee

Pursuant to the Arrangement Agreement, Centerra has absolutely and unconditionally guaranteed, as principal and not as surety, the performance (and, where applicable, payment) by the Purchaser (and its successors and permitted assigns) of each of its obligations and liabilities under the Arrangement Agreement.

Other Covenants

Insurance and Indemnification

AuRico Metals may purchase prepaid non-cancellable run-off directors’ and officers’ liability insurance, at a cost not exceeding 200% of AuRico Metals’ current annual aggregate premium for directors’ and officers’ insurance policies currently maintained by AuRico Metals and its subsidiaries, providing coverage for a period of six years from the Effective Date with respect to claims arising from or related to facts or events which occur on or prior to the Effective Date.

Pre-Acquisition Reorganization

AuRico Metals has agreed that, upon request of the Purchaser, it shall effect such corporate structure, capital structure, business, operations and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as the Purchaser may reasonably request; provided, however, that AuRico Metals need not effect a Pre-Acquisition Reorganization unless such Pre-Acquisition Reorganization (i) can be completed prior to the Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting AuRico Metals in any material manner; and (ii) does not impair the ability of AuRico Metals to consummate, and will not materially delay the consummation of, the Arrangement. The Purchaser has agreed that it will be responsible for all costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless AuRico Metals and its affiliates from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization if, after participating in any Pre-Acquisition Reorganization, the Arrangement is not completed other than due to a breach by AuRico Metals of the terms and conditions of the Arrangement Agreement.

Support Agreements

This section of the Circular describes the material provisions of the Support Agreements but does not purport to be complete and may not contain all of the information about the Support Agreements that is important to a particular Shareholder. This summary is qualified in its entirety by reference to the Support Agreements, copies of which are available on SEDAR at www.sedar.com. AuRico Metals encourage Shareholders to read the Support Agreements in their entirety.

Each of the directors and senior officers of AuRico Metals have entered into the Support Agreements with the Purchaser pursuant to which they have agreed, among other things, to support the Arrangement and vote all Shares beneficially owned by them in favour of the Arrangement Resolution. As of the date of this Circular, the directors and senior officers of AuRico Metals, together with their associates and affiliates, and together with Alamos Gold, owned or exercised control or direction over an aggregate of 25,908,812 Shares, including Shares issuable upon the exercise or conversion of Options and Share Awards (consisting of 18,546,308 Shares, 3,180,000 Options, 436,769 RSUs, 1,581,667 PSUs providing for the issuance of up to 2,096,667 Shares upon the vesting thereof (assuming the maximum performance criteria has been satisfied) and 2,164,068 DSUs), representing approximately 11.4% of the Shares outstanding as of such date (or 15.3%, on a fully-diluted basis).

Among other things, the Support Agreements require voting support as described in greater detail below, prevent such Shareholders from exercising Dissent Rights and impose a contractual hold period on Shares and other securities of AuRico Metals held by such Shareholders expiring upon completion of the Arrangement, or upon earlier termination of the Support Agreements.

The parties to the Support Agreements have agreed to, among other things: (i) vote or cause to be voted any Shares owned or controlled (directly or indirectly) or over which he, she or it exercises control or direction (directly or indirectly), to the extent he, she or it is so entitled, in favour of the Arrangement and against any Acquisition

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Proposal and/or any other matter that could reasonably be expected to delay, prevent or impede the completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement; (ii) no later than 10 calendar days prior to the Meeting, irrevocably and unconditionally agree to deposit (or instruct the intermediary through which the common shares are held to arrange for deposit) an irrevocable proxy, duly completed and executed in respect of all of the Shares held, voting all such Shares in favour of the Arrangement Resolution and in respect of all matters which may come before a meeting of the Shareholders relating to the Arrangement (other than any change in the terms of the Arrangement which would decrease the value of the Consideration to be received by Shareholders) and will not take any action to withdraw, amend or invalidate any proxy deposited notwithstanding any statutory or other rights or otherwise which a Shareholder might have unless such Support Agreement is terminated; and (iii) vote, or cause to be voted, the Shares held by them against, and to not otherwise support or tender any such Shares in connection with, in each case, any: (a) merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving AuRico Metals or any of its subsidiaries, other than the Arrangement, (b) amendment of AuRico Metals’ constating documents or any action which would reasonably be regarded as being directed towards or likely to prevent, delay or reduce the likelihood of the successful completion of the Arrangement, or (c) any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of AuRico Metals under the Arrangement Agreement if such breach requires securityholder approval and is communicated as being such a breach in a notice in writing delivered by the Purchaser to the Shareholder.

Under the terms of the Support Agreements, the Purchaser has acknowledged that each director and senior officer of AuRico Metals who has entered into the Support Agreements is bound under the Support Agreements only in such person’s capacity as a Shareholder, and not in his or her capacity as a director or officer of AuRico Metals.

The Support Agreements terminate upon, among other things: (i) mutual agreement; (ii) without a party’s election following a breach of the other party’s covenant, representation or warranty; (iii) Shares are acquired by the Purchaser or an affiliate of the Purchaser; (iv) without the prior written consent of the Shareholder, the Arrangement Agreement has been amended in a manner that is materially adverse to the Shareholder and (v) upon the Arrangement Agreement being terminated in accordance with its terms.

Centerra and the Purchaser have advised that, as of the date of the Arrangement Agreement, they did not hold any Shares.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations under the Tax Act of participating in or dissenting from the Plan of Arrangement, that are generally applicable to Shareholders who, for purposes of the Tax Act and at all relevant times: (i) hold their Shares as capital property; (ii) deal at arm’s length with AuRico Metals, Centerra and the Purchaser; and (iii) are not af liated with AuRico Metals, Centerra or the Purchaser (a “Holder”).

The Shares will generally be considered to be capital property to a Holder thereof, unless the Shares are used or held in the course of carrying on a business or were acquired in a transaction or transactions considered to be an adventure of concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution” as de ned in the Tax Act for the purposes of the mark-to-market rules; (ii) that is a “speci ed nancial institution” as de ned in the Tax Act; (iii) an interest in which is a “tax shelter investment” as de ned in the Tax Act; (iv) that has made an election under subsection 261(3) of the Tax Act to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency; or (v) that has entered into a “derivative forward agreement”, as defined in the Tax Act, in respect of the Shares. Any holders to which this paragraph may apply should consult their own tax advisor with respect to the Plan of Arrangement.

This summary is not applicable to a Holder who acquired their Shares pursuant to an Option. This summary also does not address the tax consequences applicable to Holders of Options or Share Awards or to ESPP Participants. Any such Holders should consult their own tax advisors.

This summary is based on facts set out in this Circular, the current provisions of the Tax Act and the regulations promulgated thereunder (the “Regulations”) and counsel’s understanding of the current published administrative

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practices and assessing policies of the Canada Revenue Agency (the “CRA”) made publicly available as of the date prior to the date hereof. This summary also takes into account all speci c proposals to amend the Tax Act and the Regulations (the “Proposed Amendments”) announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, and assumes that all Proposed Amendments will be enacted in their form proposed. However, there can be no assurance that the Proposed Amendments will be enacted in the form proposed, or at all. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative, or judicial action or decision, nor does it take into account provincial, territorial or foreign income tax considerations, which may differ from the Canadian federal income tax considerations discussed below.

On July 18, 2017, the Minister of Finance (Canada) released a consultation paper that included an announcement of the Government's intention to amend the Tax Act to, among other things, increase the amount of tax applicable to certain investment income earned through a private corporation. On October 18, 2017, the Minister of Finance (Canada) announced further development of these measures (collectively, the “2017 Proposed Amendments”). This summary does not address the potential implications of the 2017 Proposed Amendments. Holders who are (or are deemed to be) resident in Canada for the purposes of the Tax Act should consult their tax advisors with respect to the implications of the 2017 Proposed Amendments as they relate to the disposition of the Shares.

This summary is of a general nature only, and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any Shareholder and no representations with respect to the income tax consequences to any particular Shareholder are made. Accordingly, all Shareholders should consult their own tax advisors for advice as to the income tax consequences to them of the Plan of Arrangement in their particular circumstances.

Holders Resident in Canada

The following portion of this summary is generally applicable to a Holder who is resident, or deemed to be resident, in Canada for purposes of the Tax Act (a “Resident Holder”).

Certain Resident Holders who might not otherwise be considered to hold their Shares as capital property may be entitled, in certain circumstances, to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such shares and all other “Canadian securities” as defined in the Tax Act owned by such Resident Holder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Resident Holders contemplating making a subsection 39(4) election should consult their tax advisor for advice as to whether the election is available or advisable in their particular circumstances.

Disposition of Shares under the Plan of Arrangement

Generally, a Resident Holder who disposes of Shares pursuant to the Plan of Arrangement will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Shares immediately before the disposition.

See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” below for a general discussion of the tax treatment of capital gains and capital losses under the Tax Act.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the shareholder in that year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may, generally, be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

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The amount of any capital loss realized by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to be received by the Resident Holder on the particular Share disposed of (or on shares for which such shares have been substituted) to the extent and under the circumstances described by the Tax Act. Similar rules may apply where a Resident Holder is a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Such Resident Holders should consult their own tax advisors in this regard.

A Resident Holder that, throughout the relevant taxation year, is a “Canadian-controlled private corporation” (as de ned in the Tax Act) may be liable to pay a refundable tax on its “aggregate investment income” (as de ned in the Tax Act), including taxable capital gains.

Capital gains realized by an individual or trust, other than certain speci ed trusts, may give rise to alternative minimum tax under the Tax Act. Resident Holders are urged to consult their own tax advisor with respect to the potential application of alternative minimum tax.

Dissenting Resident Holder of Shares


A Resident Holder who validly exercises Dissent Rights under the Plan of Arrangement (a “Dissenting Resident Holder”) will be deemed to have transferred its Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of the Dissenting Resident Holder’s Shares.

A Dissenting Resident Holder will be deemed to have disposed of the Shares for proceeds of disposition equal to the cash payment received by the Dissenting Resident Holder and will realize a capital gain (or a capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of such Shares to the Dissenting Resident Holder. Any such capital gain (or capital loss) will be subject to the tax treatment described above under the heading “Certain Canadian Federal Income Tax Considerations – Dissenting Resident Holder of Shares – Taxation of Capital Gains and Capital Losses”.

Dissenting Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Holders Not Resident in Canada

The following section of this summary is applicable to Holders who, for purposes of the Tax Act and any applicable income tax treaty or convention and at all relevant times, is not, and is not deemed to be, a resident of Canada, and does not, and is not deemed to, use or hold their Shares in a business carried on in Canada, and is not an insurer who carries on, or is deemed to carry on, an insurance business in Canada and elsewhere (a “Non-Resident Holder”).


A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition of Shares, unless the Shares are “taxable Canadian property” to the Non-Resident Holder for purposes of the Tax Act and the Shares are not “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act.

Generally, the Shares will not constitute taxable Canadian property to a Non-Resident Holder at the time of disposition provided that the Shares are listed at that time on a designated stock exchange (which includes the TSX) unless at any particular time during the 60-month period that ends at that time (i) one or any combination of (a) the Holder, (b) persons with whom the Holder does not deal with at arm’s length, and (c) partnerships in which the Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, has owned 25% or more of the issued shares of any class or series of the capital stock of AuRico Metals, and (ii) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada; (ii) “Canadian resource properties” (as de ned in the Tax Act); (iii) “timber resource properties” (as de ned in the Tax Act); and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Shares could be deemed to be taxable Canadian property.

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Even if the Shares are taxable Canadian property to a Non-Resident Holder, a taxable capital gain resulting from the disposition of the Shares will not be included in computing the Non-Resident Holder’s taxable income earned in Canada for the purposes of the Tax Act if, at the time of the disposition, the Shares constitute “treaty protected property” of the Non-Resident Holder for purposes of the Tax Act. Shares will generally be considered “treaty-protected property” of a Non-Resident Holder for purposes of the Tax Act at the time of the disposition if the gain from their disposition would, because of an applicable income tax treaty between Canada and the country in which the Non-Resident Holder is resident for purposes of such treaty and in respect of which the Non-Resident Holder is entitled to receive bene ts thereunder, be exempt from tax under the Tax Act.

Non-Resident Holders whose Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances, including whether their Shares constitute treaty-protected property.

Dissenting Non-Resident Holders of Shares

A Non-Resident Holder who validly exercises Dissent Rights under the Plan of Arrangement (a “Dissenting Non-Resident Holder”) will be deemed to have transferred such Dissenting Non-Resident Holder’s Shares to the Purchaser, and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of the Dissenting Non-Resident Holder’s Shares. A Dissenting Non-Resident Holder will be deemed to have disposed of the Shares for proceeds of disposition equal to the cash payment received by the Dissenting Non-Resident Holder and realize a capital gain to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed the adjusted cost base of such Shares to the Dissenting Non-Resident Holder. Any such capital gain will not be subject to tax under the Tax Act, unless, as described above, such Shares constitute “taxable Canadian property” to the Dissenting Non-Resident Holder for purposes of the Tax Act and do not constitute “treaty protected property” to the Dissenting Non-Resident Holder.

Dissenting Non-Resident Holders to whom these rules may be relevant should consult their own tax advisors.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) relating to the Arrangement. This summary is based upon U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder (the “Treasury Regulations”), judicial authorities, the Canada-U.S. Tax Convention (1980), published positions of the U.S. Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date hereof. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. In particular, this discussion does not address the possible impact of tax law proposals presently under consideration in the U.S. Congress.

There can be no assurance that the IRS will not challenge any of the tax considerations described in this summary, and no opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Arrangement. This summary addresses only certain considerations arising under U.S. federal income tax law, and it does not address any other federal tax considerations or any tax considerations arising under the laws of any state, locality or non-U.S. taxing jurisdiction.

This summary is of a general nature only and does not address all of the U.S. federal income tax considerations that may be relevant to a U.S. Holder in light of such U.S. Holder’s circumstances. In particular, this discussion only deals with U.S. Holders that hold the Shares as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment purposes), and does not address the special tax rules that may apply to special classes of taxpayers, such as: securities broker-dealers; persons that hold the Shares as part of a hedging or integrated financial transaction or a straddle; U.S. Holders whose functional currency is not the U.S. dollar; non-U.S. persons or entities (except to the extent specifically set forth below); U.S. expatriates and former long term residents of the U.S.; persons that are owners of an interest in a partnership or other pass-through entity that is a holder of Shares; partnerships, S corporations or other pass-through entities; regulated investment companies; real estate investment trusts; banks, thrifts, mutual funds and other financial institutions; insurance companies; traders in securities that have elected a mark-to-market method of accounting for its securities holdings; tax-exempt organizations and pension funds; tax deferred or other retirement accounts; persons that own, or have owned, directly, indirectly or by attribution, 5% or more of the total combined voting power of all issued and outstanding

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shares of AuRico Metals; PFICs and CFCs (as defined below); U.S. Holders liable for alternative minimum tax; and persons who hold AuRico Metals Options or persons who received their Shares upon the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan.

It is assumed for purposes of this summary that AuRico Metals is not, has not at any time been, and will not be following the consummation of the Arrangement a “controlled foreign corporation” as defined in section 957(a) of the Code (a “CFC”). This summary further assumes that AuRico Metals has never been treated as a U.S. domestic corporation pursuant to section 897(i) of the Code or otherwise.

For purposes of this summary, a “U.S. Holder” means a beneficial owner of the Shares that is (a) an individual who is a citizen or resident of the U.S. for U.S. federal income tax purposes, (b) a corporation, partnership, or other entity classified as a corporation or partnership for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, or any political subdivision thereof or therein, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

If a partnership, S corporation or other entity classified as a flow-through entity for U.S. federal income tax purposes holds the Shares, the tax treatment of an owner of such flow-through entity generally will depend upon the status of such owner and the activities of the flow-through entity. Owners of flow-through entities holding the Shares are urged to consult their own tax advisers regarding the specific tax consequences of the Arrangement.

Holders of the Shares are urged to consult their own tax advisers regarding the tax consequences of the Arrangement in light of their particular circumstances, as well as the tax consequences under state, local, and non-U.S. tax law and the possible effect of changes in tax law, including pending tax law proposals before the U.S. Congress.

U.S. Holders

Receipt of Cash Consideration in Exchange for AuRico Metals Shares

A U.S. Holder that disposes the Shares pursuant to the Arrangement will recognize gain or loss in an amount equal to the difference, if any, between (a) the amount of the Consideration received pursuant to the Arrangement and (b) the U.S. Holder’s adjusted tax basis in such Shares.

Subject to the PFIC rules discussed below, any gain or loss recognized by a U.S. Holder in the Arrangement would be long-term capital gain or loss if the U.S. Holder’s holding period for such Shares was more than one year at the Effective Date. Preferential tax rates for long-term capital gains are generally applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains applicable to a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations.

Foreign Currency Considerations

Consideration paid in Canadian dollars pursuant to the Arrangement will be taken into account in determining the taxable gain or loss recognized by a U.S. Holder of the Shares in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt by the U.S. Holder, regardless of whether the Consideration is in fact converted into U.S. dollars. The Canadian dollars received by a U.S. Holder will have a tax basis equal to their U.S. dollar value when the proceeds are received. If the Canadian dollars are converted into U.S. dollars on the date of receipt, the U.S. Holder generally should not be required to recognize foreign currency gain or loss. A U.S. Holder may have foreign currency gain or loss if the Canadian dollars are converted into U.S. dollars after the date of receipt. In general, foreign currency exchange gain or loss will be treated as U.S. source ordinary gain or loss.

Tax Consequences of the Arrangement if AuRico Metals Is Classified as a PFIC

A U.S. Holder of the Shares could be subject to special, adverse tax rules in respect to the Arrangement if AuRico Metals was classified as a “passive foreign investment company” within the meaning of section 1297 of the Code (a “PFIC”) for any tax year during which such U.S. Holder holds or held the Shares.

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A non-U.S. corporation is a PFIC for each tax year in which either (i) 75% or more of its gross income is passive income (as defined for U.S. federal income tax purposes) or (ii) 50% or more of the value of its assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets. For purposes of the PFIC provisions, “passive income” generally includes dividends, interest, certain royalties and rents, certain gains from the sale of stock and securities, and certain gains from commodities transactions. In determining whether or not it is a PFIC, a non-U.S. corporation is required to take into account its pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value).

Based on current business plans and financial expectations, AuRico Metals expects that it will be classified as a PFIC during its tax year which includes the Effective Date, and believes it may have been a PFIC in prior tax years. PFIC classification is factual in nature, and generally cannot be determined until the close of the tax year in question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurances regarding the PFIC status of AuRico Metals during its tax year which includes the Effective Date or any prior tax year.

If AuRico Metals were to be treated as a PFIC, U.S. Holders of the Shares could be subject to certain adverse U.S. federal income tax consequences. If AuRico Metals were treated as a PFIC, then absent a U.S. Holder having made one of the elections described in the next paragraph, any gain recognized by such U.S. Holder as a result of the Arrangement would be ordinary income (generally taxed at the highest marginal tax rate potentially applicable to such U.S. Holder) and could be subject to an interest charge for the taxes deemed deferred over such U.S. Holder’s holding period.

A U.S. Holder that has made a mark-to-market election under section 1296 of the Code (a “Mark-to-Market Election”) or a timely and effective election to treat AuRico Metals as a “qualified electing fund” (a “QEF” and such an election a “QEF Election”) under section 1295 of the Code may mitigate or avoid the PFIC consequences described above with respect to the Arrangement. In general, a QEF Election will be treated as “timely” for purposes of avoiding the default PFIC rules discussed above only if it is made for the first year in the U.S. Holder’s holding period for the Shares in which AuRico Metals is a PFIC. However, a QEF Election may be made with the return for a later tax year, together with a purging election (a “Purging Election”). A Purging Election subjects any gain in the shares as of the effective date of the QEF Election to the default PFIC rules but permits a U.S. Holder to avoid such default. Each U.S. Holder is urged to consult its own tax advisor regarding the availability of, and procedure for making, a QEF Election. U.S. Holders are urged to consult their own tax advisors regarding the application of the PFIC rules to the disposition of the Shares pursuant to the Arrangement.

U.S. Holders Exercising Dissent Rights Pursuant to the Arrangement

A U.S. Holder of the Shares that exercises Dissent Rights in the Arrangement and receives payment in exchange for all of its Shares generally will recognize gain or loss in an amount equal to the difference, if any, between (a) the payment received pursuant to the Arrangement and (b) the U.S. Holder’s adjusted tax basis in such Shares. Payment received in Canadian dollars will be taken into account as described above under “Certain United States Federal Income Tax Considerations - Foreign Currency Considerations”. Subject to the PFIC rules, such gain or loss would be long-term capital gain or loss if the U.S. Holder’s holding period for such Shares were more than one year at the Effective Date. Preferential tax rates for long-term capital gains are generally applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains applicable to a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations. If AuRico Metals has been a PFIC at any time during which a U.S. Holder has held the Shares, which is likely, such gain, if any, will be taxable in the manner described above under “Tax Consequences of the Arrangement if AuRico Metals Is Classified as a PFIC”.

Additional Considerations

Additional Tax on Net Investment Income

Certain U.S. Holders that are individuals, estates or trusts are subject to an additional 3.8% tax on all or a portion of their ‘‘net investment income,’’ which may include net gain from the disposition of the Shares pursuant to the Arrangement. Each U.S. Holder is urged to consult its own tax advisor regarding the application of this tax.

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Information Reporting, Backup Withholding and Other Reporting Requirements

U.S. Holders of the Shares who receive payment upon the disposition of the Shares may be subject to information reporting and may be subject to backup withholding (at a 28% rate) on such payments.

Backup withholding generally will not apply, however, to a U.S. Holder who: furnishes a correct taxpayer identification number and certifies that he, she or it is not subject to backup withholding on IRS Form W-9 (or substitute form), or is otherwise exempt from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld from a payment to a holder under the backup withholding rules may be credited against the holder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS in a timely manner and furnishing any required information. Each U.S. Holder is urged to consult its own tax advisor regarding the information reporting and backup withholding rules in their particular circumstances and the availability of and procedures for obtaining an exemption from backup withholding

A U.S. Holder that owns the Shares during any taxable year in which AuRico Metals is treated as a PFIC with respect to such U.S. Holder generally would be required to file statements with respect to such shares on IRS Form 8621 with their U.S. federal income tax returns. Failure to file such statements may result in the extension of the period of limitations on assessment and collection of U.S. federal income taxes.

The discussion of reporting requirements set forth above is not intended to constitute an exhaustive description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder is urged to consult its own tax advisor regarding applicable reporting requirements and the information reporting and backup withholding rules.

The foregoing discussion of certain U.S. federal income tax considerations is for general information only and is not intended to constitute a complete analysis of all tax consequences arising from the receipt of cash pursuant to the Arrangement. U.S. Holders are urged to consult their own tax advisors concerning the tax consequences applicable to their particular situations.

RISK FACTORS

The following risk factors should be carefully considered by Shareholders in evaluating the approval of the Arrangement Resolution:

Risks Relating to AuRico Metals

If the Arrangement is not completed, AuRico Metals will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in AuRico Metals’ annual information form for the year ended December 31, 2016 and its management’s discussion and analysis for the three and nine months ended September 30, 2017 and 2016, which have been filed on SEDAR at www.sedar.com.

Risks Relating to the Arrangement

The Arrangement is subject to satisfaction or waiver of several conditions.

There can be no certainty, nor can AuRico Metals provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived. The Arrangement is conditional upon, among other things, approval of the Arrangement Resolution by Shareholders, approval by the Court and AuRico Metals and the Purchaser having obtained all government or regulatory approvals required by law, policy or practice, including Competition Act Approval and FIRB Approval. There can be no assurance that any or all such approvals will be obtained. A substantial delay in obtaining satisfactory approvals or the imposition of unfavourable terms or conditions in any government or regulatory approvals could have an adverse effect on the business, financial condition or results of operations of AuRico Metals. If the conditions precedent to

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the Arrangement are not satisfied or waived, the Arrangement will not be completed and the failure to complete the Arrangement could materially negatively impact the trading price of the Shares.

AuRico Metals may become liable to pay the Termination Fee.

Each of AuRico Metals, Centerra and the Purchaser has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement Agreement. Accordingly, there can be no certainty, nor can AuRico Metals provide any assurance, that the Arrangement Agreement will not be terminated by either of AuRico Metals, on the one hand, or Centerra or the Purchaser, on the other hand, prior to the completion of the Arrangement. AuRico Metals’ business, financial condition or results of operations could also be subject to various material adverse consequences, including that AuRico Metals would remain liable for significant costs relating to the Arrangement including, among others, legal, accounting and printing expenses.

If the Arrangement Agreement is terminated under certain circumstances, AuRico Metals may be required to pay the Termination Fee to the Purchaser. Moreover, if AuRico Metals is required to pay the Termination Fee under the Arrangement Agreement and AuRico Metals does not enter into or complete an alternative transaction, the financial condition of AuRico Metals may be materially adversely affected.

The Termination Fee may discourage other parties from proposing a significant business transaction with AuRico Metals.

Under the Arrangement Agreement, AuRico Metals is required to pay the Termination Fee in the event that the Arrangement is terminated in certain circumstances related to a possible alternative transaction to the Arrangement. While the Board has determined that the Termination Fee is reasonable, it may nevertheless discourage other parties from attempting to propose a significant business transaction with AuRico Metals, even if a different transaction could provide better value to Shareholders than the Arrangement. The Board is also limited in its ability to change its recommendation with respect to arrangement-related proposals. See “Summary of Material Agreements – The Arrangement Agreement – Covenants – Non-Solicitation Covenants”.

Completion of the Arrangement is subject to the condition that a Material Adverse Effect has not occurred.

The completion of the Arrangement is subject to the condition that, among other things, on or after November 6, 2017 (the date the Arrangement Agreement was entered into), there shall not have occurred a Material Adverse Effect. Although a Material Adverse Effect excludes certain events, including events in some cases that are beyond the control of AuRico Metals, there can be no assurance that a Material Adverse Effect will not occur prior to the Effective Time. If such a Material Adverse Effect occurs and the Purchaser does not waive same, the Arrangement would not proceed. See “Summary of Material Agreements - The Arrangement Agreement - Conditions of Closing”.

There is uncertainty surrounding completion of the Arrangement.

As the Arrangement is dependent upon satisfaction of a number of conditions precedent, its completion is uncertain. In response to this uncertainty, the entities which do business with AuRico Metals may delay or defer decisions concerning AuRico Metals. Any delay or deferral of those decisions by such entities could adversely affect the business and operations of AuRico Metals, regardless of whether the Arrangement is ultimately completed. Similarly, uncertainty may adversely affect AuRico Metals’ ability to attract or retain key personnel. In the event the Arrangement Agreement is terminated, AuRico Metals’ relationships with business partners, suppliers, employees and other stakeholders may be adversely affected. Changes in such relationships could adversely affect the business and operations of AuRico Metals.

Uncertainty about the effect of the Arrangement on AuRico Metals employees may also have an adverse effect on AuRico Metals, as this uncertainty may impair AuRico Metals’ ability to retain and motivate key personnel until the Arrangement is completed or until Centerra identifies the Continuing Employees.

Certain of AuRico Metals senior officers and directors have interests in the Arrangement that are different from the interests of Shareholders generally.

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As disclosed herein, there are certain agreements, commitments or understandings existing between AuRico Metals and certain of its directors and senior officers pursuant to which such individuals may receive certain payments or other benefits by way of compensation for loss of office upon completion of the Arrangement and certain of AuRico Metals directors and senior officers will receive a payment from the Purchaser and/or AuRico Metals pursuant to the treatment of their Options and Share Awards pursuant to the Arrangement, which constitute interests that are different from, or in addition to, the interests of the Shareholders generally. These interests may cause certain of AuRico Metals’ directors and senior officers to view the Arrangement more favourably than other Shareholders. See “Interests of Certain Persons in Matters to be Acted Upon”.

INFORMATION CONCERNING AURICO METALS

General

AuRico Metals is a mining development and royalty company with a 100% interest in the Kemess property in British Columbia, Canada. The Kemess property hosts the feasibility-stage Kemess Underground Gold-Copper project, the Kemess East exploration project, and the infrastructure pertaining to the past producing Kemess South mine. AuRico Metals’ royalty portfolio includes a 1.5% net smelter return royalty on the Young-Davidson Gold Mine and a 2% net smelter return royalty on the Fosterville Mine, as well as a portfolio of additional producing and pre-production royalty assets located in North America and Australia.

Description of Shares

AuRico Metals’ authorized capital consists of an unlimited number of Shares. As at November 22, 2017, 162,590,766 Shares were issued and outstanding.

Dividend Policy

AuRico Metals has not declared or paid any dividends on the Shares since its incorporation. Any decision to pay dividends on the Shares will be made by the Board on the basis of the AuRico Metals’ earnings, financial requirements and other conditions existing at such future time. Pursuant to the Arrangement Agreement, AuRico Metals has covenanted in favour of the Purchaser not to declare, set aside or pay any dividend in respect of the Shares without the prior written consent of the Purchaser.

Market for Securities

The Shares are listed on the TSX under the symbol “AMI”. AuRico Metals is a reporting issuer in all of the provinces and territories of Canada, and is subject to the informational reporting requirements under applicable Canadian securities laws. On November 6, 2017, the last trading day prior to the announcement that AuRico Metals, Centerra and the Purchaser had entered into the Arrangement Agreement, the closing price of the Shares on the TSX was $1.30.

The following table sets forth, for the periods indicated, the reported high and low trading prices and the aggregate volume of trading of the Shares on the TSX.

Shares High ($)

Low ($)

Volume

2017 November 1-22 1.790 1.250 37,136,325 October 1.400 1.200 5,051,460 September 1.430 1.160 4,212,258 August 1.430 1.160 2,286,991 July 1.220 1.060 1,271,839 June 1.320 1.110 5,070,990 May 1.200 1.010 2,247,830

On the date of this Circular, the closing price of the Shares on the TSX was $1.790.

If the Arrangement is completed, the Purchaser will acquire all of the outstanding Shares and AuRico Metals will become an indirect wholly-owned subsidiary of Centerra. Following completion of the Arrangement, it is expected

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that the Shares will be de-listed from the TSX and AuRico Metals will make an application to cease to be a reporting issuer under applicable securities laws.

Previous Purchases and Sales

Other than the Shares issued pursuant to the exercise of Options, RSUs, PSUs and DSUs, no Shares or other securities of AuRico Metals have been purchased or sold by AuRico Metals during the 12-month period preceding the date of this Circular, other than noted in the table below under the heading “Information Concerning AuRico Metals – Previous Distributions”.

Previous Distributions

The following table sets forth, the Shares distributed during the five-year period preceding the date of this Circular:

Date Price per

Share Number of

Shares Proceeds to AuRico Metals October 12, 2017(1) $1.23 60,015 $73,818 July 10, 2017(1) $1.17 77,095 $90,023 June 29, 2017(2) $1.47 3,401,361 $5,000,000 April 10, 2017(1) $1.17 58,449 $68,315 March 8, 2017(3) $1.02 8,249,866 $8,414,863 January 12, 2017(1) $0.93 78,385 $73,385 October 11, 2016(1) $1.06 66,209 $69,930 August 22, 2016(4) $1.00 1,272,611 $1,272,611 August 22, 2016(5) $1.00 11,500,000 $11,500,000 August 3, 2016(2) $1.40 1,360,000 $1,904,000 July 22, 2016(2) $1.18 1,350,000 $1,593,000 July 11, 2016(1) $0.96 73,346 $70,412 April 14, 2016(2) $0.80 2,500,000 $2,000,000 April 1, 2016(6) $0.71 503,396 $357,411 September 18, 2015(7) $0.69 4,753,951 $3,280,226 September 15, 2015(4) $0.70 8,000,000 $5,600,000 July 2, 2015(8) $1.02(9) 118,120,000 $Nil

Notes:

(1) Shares issued pursuant to the ESPP. (2) Shares issued in connection with a “flow-through” private placement. (3) Shares issued in connection with the arrangement agreement dated December 22, 2016 between AuRico Metals and Kiska Metals

Corporation. (4) Shares issued in connection with a private placement. (5) Shares issued in connection with a short-form prospectus filed August 15, 2016. (6) Shares issued in connection with the US$15 million secured non-revolving credit facility agreement dated March 31, 2016 between

AuRico Metals and an affiliate to Macquarie Capital. (7) Shares issued in connection with the share purchase agreement dated September 4, 2015 between AuRico Metals and each shareholder

of Mineral Streams Inc. (8) Shares issued in connection with the Alamos/AuRico Arrangement. (9) Reflects the deemed price per Share under the Alamos/AuRico Arrangement and is not a trading or market price.

Material Changes in the Affairs of AuRico Metals

Except as described in this Circular, the directors and executive officers of AuRico Metals are not aware of any plans or proposals for material changes in the affairs of AuRico Metals.

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Transfer Agent and Registrar

The transfer agent and registrar for the Shares is Computershare Trust Company of Canada, located at 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1.

Auditors

AuRico Metals’ current auditor is KPMG LLP.

Indebtedness of Directors and Executive Officers

As of the date hereof, no current or former director, officer or employee of AuRico Metals or any of their respective associates, has been indebted, or is presently indebted, to AuRico Metals or any of its subsidiaries.

Management Contracts

The management functions of AuRico Metals are not performed to any substantial degree by any person or company other than the directors and officers of AuRico Metals or its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of AuRico Metals, except as disclosed herein, since January 1, 2016, no informed person of AuRico Metals, or any associate or affiliate of an informed person, has or had any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or would materially affect AuRico Metals or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, no director or executive officer of AuRico Metals who has held such position at any time since January 1, 2016, and no associate or affiliate of any such person, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Ownership of AuRico Metals Securities

As of November 6, 2017, the directors and officers of AuRico Metals and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 5,229,842 Shares representing approximately 3.23% of the outstanding Shares and an aggregate of 3,880,000 Options, 581,787 RSUs, 1,875,000 PSUs providing for the issuance of up to 2,390,000 Shares upon the vesting thereof (assuming the maximum performance criteria has been satisfied) and 2,523,031 DSUs, which, when aggregated with the Shares owned by such directors and officers, represented approximately 8.47% of the Shares (on a fully diluted basis) on such date. All of the Shares, Options and Share Awards held by the directors and officers of AuRico Metals will be treated in the same manner under the Arrangement as Shares, Options and Share Awards held by other Shareholders and other holders of Options and Share Awards. See “The Arrangement Description of the Arrangement Effect of the Arrangement on Holders of Shares” and “The Arrangement Description of the Arrangement Effect of the Arrangement on Holders of Options and Share Awards and ESPP Participants”.

The table below sets out the names and positions of the directors and officers of AuRico Metals as of January 1, 2017 and the number of Shares, Options, RSUs, PSUs and DSUs held by each such director and officer, or over which control or direction was exercised by each such director or officer and, where known after reasonable inquiry, by their respective associates or affiliates as of November 6, 2017, being the last trading date prior to the date the Arrangement Agreement was entered into.

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Name and Position with AuRico Metals Shares Shares (%)(2) Options RSUs PSUs(3) DSUs

Chris Richter Director and Chief Executive Officer 1,383,246 0.85% 1,350,000 322,262 615,000 --

Anne Day Director 7,309 0.00% -- -- -- 358,963

John McCluskey Director 272,572 0.17% -- -- -- 320,059

Anthony Garson Director 16,319 0.01% -- -- -- 297,971

Scott Perry(1)

Director 1,512,128 0.93% 100,000 -- -- 358,963

Janice Stairs Director 60,376 0.04% -- -- -- 328,467

Joseph Spiteri Director 24,083 0.01% -- -- -- 317,373

John Fitzgerald Chief Operating Officer 94,810 0.06% 680,000 -- 433,333 --

David Flahr Vice President, Finance 87,264 0.05% 350,000 57,220 266,667 --

John Miniotis Vice President,

Corporate Development 299,250 0.18% 600,000 57,287 266,667 --

Chris Rockingham(4) Vice President, Development 211,873 0.13% 600,000 145,018 293,333 --

Grant Ewing Vice President,

Exploration 295,534 0.18% 200,000 -- -- --

Notes:

(1) Mr. Perry, who is also the Chief Executive Officer and a director of Centerra, recused himself from the deliberations regarding the Arrangement by both the Board and the board of directors of Centerra. Mr. Perry resigned from the Board of AuRico Metals on November 6, 2017 contemporaneously with the execution of the Arrangement Agreement. As a consequence of his resignation, 33,333 of Mr. Perry’s Options shown above (being those Options which had not vested as of the time of his resignation) were forfeited and cancelled. In connection with Mr. Perry’s resignation the Board resolved to settle Mr. Perry’s DSUs in Shares.

(2) Based on the number of Shares outstanding as of November 6, 2017, being the last trading day prior to the announcement of the entering into of the Arrangement Agreement, calculated to three decimal places.

(3) Providing for the issuance of up to 790,000 Shares to Chris Richter, 573,333 Shares to John Fitzgerald, 366,667 Shares to David Flahr, 366,667 Shares to John Miniotis and 293,333 Shares to Chris Rockingham upon the vesting thereof (assuming the maximum performance criteria has been satisfied).

(4) Chris Rockingham retired from management in July 2017.

Change of Control Payments

Pursuant to their respective employment agreements with AuRico Metals, if within the 12 month period following the completion of the Arrangement, the employment of certain senior officers of AuRico Metals is terminated without cause by AuRico Metals or if there is a substantial diminution in such senior officer’s duties, responsibilities or remuneration and the senior officer gives AuRico Metals four weeks’ notice, such senior officer may be entitled

Richard Colterjohn Director and Chairman 965,078 0.60% -- -- -- 541,235

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to certain change of control payments. Chris Richter, President and Chief Executive Officer is entitled to 24 months of base salary, severance pay, and any other payments to which he may be entitled to and 24 months of bonus based on the annual average historical bonus. John Fitzgerald, Chief Operating Officer, David Flahr, Vice President, Finance and Grant Ewing, Vice President, Exploration are each entitled to 18 months of base salary, severance pay, and any other payments to which such individual may be entitled to and 24 months of bonus based on the annual average historical bonus. John Miniotis, Vice President, Corporate Development Officer is entitled to 18 months of base salary, severance pay, and any other payments to which he may be entitled to and 12 months of bonus based on the annual average historical bonus.

The senior officers eligible to receive such change of control payments, and the expected amounts of any such payments (which include severance payments related to historical salary and bonus amounts) are: Chris Richter, President and Chief Executive Officer ($1,127,132); John Fitzgerald, Chief Operating Officer ($638,148); David Flahr, Vice President, Finance ($389,342); John Miniotis, Vice President, Corporate Development ($447,334); and Grant Ewing, Vice President, Exploration ($433,125).

Insurance and Indemnification of Directors and Officers

The Arrangement Agreement provides that AuRico Metals will be entitled to purchase run-off directors’ and officers’ liability insurance providing coverage for a period of six years following the Effective Date with respect to claims arising or related to facts or events which occur on or prior to the Effective Date, provided that the total cost of such run-off directors’ and officers’ liability insurance does not exceed 200% of the current annual aggregate premium for directors’ and officers’ liability insurance currently maintained by AuRico Metals and its subsidiaries.

Pursuant to the Arrangement Agreement, the parties have agreed that all rights to indemnification existing in favour of the present and former directors and officers of AuRico Metals and its subsidiaries, as disclosed to the Purchaser, will survive the completion of the Arrangement and will continue in full force and effect for a period of six years following the Effective Date.

EXPENSES OF THE ARRANGEMENT

AuRico Metals estimates that expenses in the aggregate amount of approximately $4.8 million will be incurred by AuRico Metals in connection with the Arrangement, including legal, financial advisory, accounting, proxy solicitation, filing fees and costs, the cost of preparing, printing and mailing this Circular and fees in respect of the Fairness Opinion. Except as otherwise expressly provided in the Arrangement Agreement (including with respect to the Termination Fee), the parties to the Arrangement Agreement have agreed that all out-of-pocket expenses of the parties relating to the Arrangement Agreement or the transactions contemplated thereby shall be paid by the party incurring such expenses. The Purchaser has agreed to pay all filing fees payable in connection with the Key Regulatory Approvals.

LEGAL MATTERS

Certain legal matters in connection with the Arrangement will be passed upon by Fasken Martineau DuMoulin LLP on behalf of AuRico Metals. As at November 22, 2017, partners and associates of Fasken Martineau DuMoulin LLP beneficially owned, directly or indirectly, less than 1% of the outstanding Shares.

DEPOSITARY

Computershare Trust Company of Canada will act as the Depositary for the receipt of share certificates representing Shares or DRS advices, as applicable, and related Letters of Transmittal and the payments to be made to Shareholders pursuant to the Arrangement. The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain out-of-pocket expenses and will be indemnified by AuRico Metals against certain liabilities under applicable securities laws and expenses in connection therewith. No fee or commission is payable by any Shareholder who transmits its Shares directly to the Depositary.

Except as set forth above or elsewhere in this Circular, AuRico Metals will not pay any fees or commissions to any broker or dealer or any other person for soliciting deposits of Shares pursuant to the Arrangement.

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ADDITIONAL INFORMATION A copy of this Circular has been sent to each director of AuRico Metals, to the applicable regulatory authorities, to each Shareholder entitled to receive notice of the Meeting and to the auditors of AuRico Metals. Additional information relating to AuRico Metals can be found on SEDAR at www.sedar.com and on AuRico Metals’ website at www.auricometals.ca. Financial information is provided in AuRico Metals’ audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2016 and its unaudited consolidated interim financial statements and management’s discussion and analysis for the nine months ended September 30, 2017, which are filed on SEDAR at www.sedar.com. Additional copies of this Circular and the documents referred to in the preceding sentence are available upon request. Shareholders may contact David Flahr, Vice-President, Finance by phone at 416-216-2780 or by e-mail at [email protected] to request copies of these documents. The most recent unaudited interim financial statements will be sent without charge to any Shareholder requesting them.

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DIRECTORS’ APPROVAL

The contents of this Circular and the sending thereof to the shareholders of AuRico Metals have been approved by the Board. BY ORDER OF THE BOARD OF DIRECTORS

OF AURICO METALS INC.

Richard Colterjohn, Chairman Toronto, Ontario November 22, 2017

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CONSENT OF MACQUARIE CAPITAL MARKETS CANADA LTD.

To the Board of Directors of AuRico Metals Inc.:

We refer to the opinion letter dated November 6, 2017 which we prepared for the Board of Directors of AuRico Metals Inc. (“AuRico Metals”) in connection with the plan of arrangement involving AuRico Metals, Centerra Gold Inc. and Centerra Ontario Holdings Inc.

We consent to the inclusion of the opinion letter set out as Appendix C, and to the summary of our opinion included under the headings “Summary – Opinion of Macquarie Capital” and “The Arrangement – Fairness Opinion” in the management information circular of AuRico Metals dated November 22, 2017. Toronto, Ontario November 22, 2017

(Signed) “Macquarie Capital Markets Canada Ltd.”

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GLOSSARY OF TERMS

“Acquisition Proposal” means, at any time after the entering into of the Arrangement Agreement, whether or not in writing, any: (a) proposal with respect to (i) any direct or indirect acquisition, take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in any person or group of persons other than the Purchaser (or any affiliate of the Purchaser) beneficially owning Shares (or securities convertible into or exchangeable or exercisable for Shares) representing 20% or more of the Shares then outstanding (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for Shares), (ii) any plan of arrangement, amalgamation, merger, share exchange, consolidation, reorganization, recapitalization, liquidation, dissolution, winding up, exclusive license, business combination or other similar transaction in respect of AuRico Metals or any of its subsidiaries, or (iii) any direct or indirect acquisition by any person or group of persons of any assets of AuRico Metals and/or any interest in one or more of its subsidiaries (including shares of or other equity interests in such subsidiaries) (A) that are or that (in the case of such subsidiaries) hold the Material Property or any of the Material Royalties or (B) that individually or in the aggregate contribute 20% or more of the consolidated revenue of AuRico Metals and its subsidiaries or represent 20% or more of the voting, equity or other securities of any such subsidiary (or rights or interests therein or thereto) or constitute or (in the case of such subsidiaries) hold 20% or more of the fair market value of the assets of AuRico Metals and its subsidiaries (taken as a whole) based on the financial statements of AuRico Metals most recently filed prior to such time as part of AuRico Metals Public Disclosure Record (or any sale, disposition, lease, license, royalty, alliance or joint venture, long-term supply agreement or other arrangement having a similar economic effect), whether in a single transaction or a series of related transactions; (b) inquiry, expression or other indication of interest or offer to, or public announcement of or of an intention to, do any of the foregoing; (c) modification or proposed modification of any such proposal, inquiry, expression or indication of interest; or (d) transaction or agreement, the consummation of which could reasonably be expected to impede, prevent or delay the transactions contemplated by the Arrangement Agreement or completion of the Arrangement; in each case excluding the Arrangement and the other transactions contemplated by the Arrangement Agreement;

“affiliate” and “affiliate(s)” means, when describing a relationship between two persons, that either one of them is under the direct or indirect control of the other, or each of them is directly or indirectly controlled by the same person;

“Alamos/AuRico Arrangement” has the meaning given to it in “The Arrangement – Letter of Transmittal”;

“Alamos Gold” means Alamos Gold Inc., a corporation incorporated under the laws of the Province of Ontario;

“allowable capital loss” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”;

“AMARC” means AuRico Metals Australian Royalty Corporation;

“ARC” means an advance ruling certificate issued by the Commissioner under section 102(1) of the Competition Act in respect of the transactions contemplated by the Arrangement Agreement;

“Arrangement” means the arrangement under the provisions of section 182 of the OBCA, on the terms and conditions set forth in the Plan of Arrangement, as amended or varied from time to time in accordance with the terms of the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of AuRico Metals and the Purchaser, each acting reasonably;

“Arrangement Agreement” means the agreement made as of November 6, 2017 between AuRico Metals, the Purchaser and Centerra, including the schedules thereto, as the same may be supplemented or amended from time to time;

“Arrangement Resolution” means the special resolution approving the Arrangement to be considered and, if thought fit, passed by the Shareholders, such resolution to be considered at the Meeting and to be substantially in the form and content attached as Appendix A to this Circular;

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“Articles of Arrangement” means the articles of arrangement of AuRico Metals in respect of the Arrangement that are required by the OBCA to be sent to the OBCA Director after the Final Order is made, which are to be in form and substance satisfactory to each of AuRico Metals and the Purchaser, acting reasonably;

“associate” has the meaning ascribed thereto in the Securities Act (Ontario);

“AuRico/Kiska Arrangement” has the meaning given to it in “The Arrangement – Letter of Transmittal”;

“AuRico Metals” means AuRico Metals Inc., a corporation incorporated under the laws of the Province of Ontario;

“AuRico Metals Public Disclosure Record” means all documents filed or furnished under applicable securities laws by or on behalf of AuRico Metals on SEDAR between May 7, 2015 and the date of the Arrangement Agreement;

“Beneficial Shareholder” has the meaning ascribed thereto in the “The Arrangement – Dissent Rights for Shareholders”;

“Board” means the board of directors of AuRico Metals;

“Broadridge” means Broadridge Financial Solutions, Inc.;

“Business Day” means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Toronto, Ontario are authorized or required by applicable Law to be closed;

“CDS & Co.” means CDS Clearing and Depositary Services Inc.;

“Centerra” means Centerra Gold Inc., a corporation incorporated under the laws of Canada;

“Certificate” means the certificate of arrangement giving effect to the Arrangement, issued pursuant to subsection 183(2) of the OBCA after the Articles of Arrangement have been filed;

“CFC” has the meaning given to it in “Certain United States Federal Income Tax Considerations”;

“Change of Recommendation” has the meaning ascribed thereto in the “Summary of Material Agreements – The Arrangement Agreement – Termination of the Arrangement Agreement”;

“Circular” means the Notice of Special Meeting and this accompanying management information circular (including all schedules, appendices and exhibits thereto) being sent to applicable Shareholders in connection with the Meeting, including any amendments or supplements thereto in accordance with the terms of the Arrangement Agreement;

“Code” has the meaning ascribed thereto in the “Certain United States Federal Income Tax Considerations”;

“commercially reasonable efforts” with respect to any party to the Arrangement Agreement means the use by such party of its reasonable efforts consistent with reasonable commercial practice without payment or incurrence of any material liability or obligation;

“Commissioner” has the meaning given to it in “The Arrangement – Approvals – Canadian Competition Act Approval”;

“Competition Act” means the Competition Act (Canada), as amended;

“Competition Act Approval” means: (i) that the Commissioner shall have issued an ARC; or (ii) the applicable waiting period under section 123 of the Competition Act shall have expired or been terminated by the Commissioner, or the obligation to submit a notification shall have been waived under paragraph 113(c) of the Competition Act, and the Commissioner shall have issued a No Action Letter;

“Competition Tribunal” means the Competition Tribunal established under subsection 3(1) of the Competition Tribunal Act (Canada);

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“Consideration” means the consideration to be received by a Shareholder pursuant to the Plan of Arrangement for each Share, consisting of $1.80 in cash, without interest, for each Share held;

“Continuing Employees” means employees of AuRico Metals and its subsidiaries who will either be offered employment with Centerra or one of its subsidiaries or be provided with continued employment with AuRico Metals or one of its subsidiaries, as the case may be, immediately following the Effective Time, in each case, on terms and conditions (including as to compensation and severance) reasonably comparable to the terms and conditions under which they are employed immediately prior to the Effective Time, all in accordance with the Arrangement Agreement;

“Court” means the Ontario Superior Court of Justice (Commercial List);

“CRA” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations”;

“Credit Agreement” means the credit agreement dated as of March 31, 2016 between the AuRico Metals, as borrower, and Macquarie Bank Limited, as lender;

“Depositary” means Computershare Trust Company of Canada, as depositary;

“D.F. King” means the proxy solicitation company as retained by AuRico Metals;

“Disclosure Letter” means the disclosure letter dated November 6, 2017 in connection with the Arrangement Agreement that has been executed by AuRico Metals and delivered to and accepted by the Purchaser prior to the execution of the Arrangement Agreement;

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

“Dissenting Non-Resident Holder” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders of Shares”;

“Dissenting Resident Holder” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations – Dissenting Resident Holder of Shares – Disposition of Shares under the Plan of Arrangement”;

“Dissenting Shareholder” means a Registered Shareholder who duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“DRS” means a Direct Registration System;

“DSU” means the deferred share units granted under the Long Term Incentive Plan;

“Effective Date” means the date shown on the Certificate giving effect to the Arrangement;

“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date or such other time as AuRico Metals and the Purchaser may agree upon in writing;

“ESPP” means the AuRico Metals’ Employee Share Purchase Plan approved by the Shareholders on March 31, 2016;

“ESPP Participants” means a “Participant” as defined in the ESPP;

“ESPP Shares” means Shares held pursuant to the ESPP for ESPP Participants;

“Excluded Votes” means the votes attached to the Shares that are required to be excluded from the vote at the Meeting on the Arrangement Resolution pursuant to MI 61-101, which AuRico Metals understands to be limited to the Shares controlled or directed by Chris Richter and Scott Perry, which equal in total 3,067,655 Shares;

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“Fairness Opinion” means the opinion of Macquarie Capital to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders under the Arrangement is fair, from a financial point of view, to the Shareholders;

“FATA” means the Foreign Acquisitions and Takeovers Act 1975 (Commonwealth of Australia);

“Final Order” means the order of the Court approving the Arrangement, in form and substance acceptable to AuRico Metals and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both AuRico Metals and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment, modification, supplement or variation is acceptable to both AuRico Metals and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

“FIRB” means the Australian Foreign Investment Review Board;

“FIRB Approval” occurs where either (i) the Australian Treasurer notifies that the Australian Government does not object to the transaction contemplated by the Arrangement Agreement or (ii) the Australian Treasurer does not make an order prohibiting the transactions contemplated by the Arrangement Agreement during the approval period (including any extension of that approval period);

“Former AuRico/Alamos Securityholders” has the meaning given to it in “The Arrangement – Letter of Transmittal”;

“Former Kiska Securityholders” has the meaning given to it in “The Arrangement – Letter of Transmittal”;

“forward-looking statements” has the meaning given to it in “Statements Regarding Forward-Looking Information”;

“Governmental Authority” means any multinational, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body, domestic or foreign, and any division, agent, official, minister, agency, commission, commissioner, bureau, board or authority of any government, governmental body, quasi-governmental or private body (including the TSX or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing;

“Holder” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations”;

“IFRS” means International Financial Reporting Standards, which are issued by the International Accounting Standards Board, as adopted in Canada;

“informed person” has the meaning ascribed thereto in National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators;

“Interim Order” means the interim order of the Court dated November 22, 2017 and attached hereto as Appendix C, providing for the calling and holding of the Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both AuRico Metals and the Purchaser, each acting reasonably;

“Intermediary” has the meaning given to it in “The Arrangement – Dissent Rights for Shareholders”;

“IRS” has the meaning given to it in “Certain United States Federal Income Tax Considerations”;

“Key Regulatory Approvals” means, collectively, Competition Act Approval and FIRB Approval;

“Laws” means all laws, statutes, codes, ordinances (including zoning), decrees, rules, regulations, by-laws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or other requirements

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of any Governmental Authority having the force of law and any legal requirements arising under the common law or principles of law or equity and the term “applicable” with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over such person or its business, undertaking, property or securities;

“Letter of Transmittal” means the Letter of Transmittal printed on blue paper for use by Registered Shareholders, in the form accompanying the Circular, providing for the delivery of Shares to the Depositary;

“Long Term Incentive Plan” means AuRico Metals’ Long-Term Incentive Plan approved by Shareholders on June 24, 2015;

“Macquarie Capital” means Macquarie Capital Markets Canada Ltd., financial advisor to AuRico Metals and the Board;

“Mark-to-market election” has the meaning given to it in “Certain United States Federal Income Tax Considerations –Tax Consequences of the Exchange if AuRico Metals is Classified as a PFIC”;

“Material Adverse Effect” means any result, fact, change, effect, event, circumstance, occurrence or development that, individually or taken together with all other results, facts, changes, effects, events, circumstances, occurrences or developments, has or would reasonably be expected to have a material and adverse effect on the business, operations, results of operations, capital, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise) or condition (financial or otherwise) of AuRico Metals and its subsidiaries, taken as a whole, other than any result, fact, change, effect, event, circumstance, occurrence or development resulting from:

(i) any change in general political, economic or financial or capital market conditions in Canada;

(ii) any change in Laws;

(iii) any change affecting the global mining industry in general;

(iv) any change affecting securities or commodity markets in general;

(v) the price of gold or copper;

(vi) any change relating to currency exchange rates, interest rates or rates of inflation;

(vii) any change in IFRS;

(viii) any failure by AuRico Metals any of its subsidiaries to meet any public estimates or expectations regarding its revenues, earnings or other financial performance or results of operations (provided, however, that the facts or circumstances underlying such failure, other than facts or circumstances referred to in clauses (i) through (vii) of this definition, may be considered to determine whether such facts or circumstances constitute a Material Adverse Effect); or

(ix) a change as a result of the announcement of (1) the execution of the Arrangement Agreement, or (2) the transactions contemplated hereby (including for both (1) and (2), changes in the market price of the Shares);

provided, however, that each of clauses (i) through (vii) above shall not apply to the extent that any of the results, facts, changes, effects, events, circumstances, occurrences or developments referred to therein disproportionately adversely affect the AuRico Metals and its subsidiaries taken as a whole in comparison to other comparable persons who operate in the copper or gold mining industries; and provided further, however, that references in certain sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred;

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“Material Property” means the Kemess Project, including the Kemess Underground advanced development project, the Kemess East exploration project and the Kemess South process plant site, each located in British Columbia, and any property or assets forming part of or used in respect of the Kemess Project;

“Material Royalties” means the royalties payable to AuRico Metals, its subsidiaries or any of them pursuant to the Material Royalty Instruments;

“Material Royalty Instruments” means the contracts memorializing and containing the terms and conditions for the Material Royalties, as described in Section 1.1 of the Disclosure Letter;

“Meeting” means the special meeting of the Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution;

“MI 61-101” means Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions;

“No Action Letter” means a letter from the Commissioner advising the parties (directly or through counsel) in writing that the Commissioner at that time does not intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated by the Arrangement Agreement;

“Non-Continuing Employees” means employees of AuRico Metals or its subsidiaries as of the Effective Time who are not Continuing Employees;

“Non-Resident Holder” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“Non-Solicitation Covenants” has the meaning given to it in “Summary of Material Agreements – The Arrangement Agreement – Covenants of AuRico Metals Regarding Non-Solicitation”;

“Notice of Special Meeting” means the notice of special meeting of AuRico Metals which accompanies this Circular;

“Notifiable Transaction” has the meaning given to it in “The Arrangement – Approvals – Canadian Competition Act Approval”;

“OBCA” means the Business Corporations Act (Ontario);

“OBCA Director” means the Director appointed pursuant to section 278 of the OBCA;

“Optionholders” means a holder of one or more Options;

“Options” means, at any time, options to acquire Shares granted pursuant to the Long Term Incentive Plan which are, at such time, outstanding and unexercised, whether or not vested;

“ordinary course of business”, or any similar reference, means, with respect to an action taken or to be taken by any person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person and, in any case, is not unreasonable or unusual in the circumstances when considered in the context of the provisions of the Arrangement Agreement;

“Outside Date” means February 7, 2018, subject to the right of the Purchaser or AuRico Metals to postpone the Outside Date for up to an additional 60 days (in increments of at least 30 days, as specified by the postponing party) if one or more of the Key Regulatory Approvals have not been obtained in sufficient time to allow the Effective Date to occur by February 7, 2018 (or any subsequent Outside Date), by giving written notice to the other party to such effect no later than 5:00 p.m. (Toronto time) on the date that is not less than seven (7) days prior to the original Outside Date (or subsequent Outside Date), or such later date as may be agreed to in writing by the parties to the Arrangement Agreement;

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“person” includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status;

“PFIC” has the meaning given to it in “Certain United States Federal Income Tax Considerations –Tax Consequences of the Exchange if AuRico Metals is Classified as a PFIC”;

“Plan of Arrangement” means the plan of arrangement substantially in the form and content set out in Appendix B to this Circular, as amended, modified or supplemented from time to time in accordance with the Arrangement Agreement or Article 5 of the Plan of Arrangement or at the direction of the Court in the Final Order, with the consent of AuRico Metals and the Purchaser, each acting reasonably;

“Pre-Acquisition Reorganization” has the meaning given to it in “The Arrangement – Other Covenants– Reorganization”;

“Proposed Amendments” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations”;

“PSU” means the performance share units granted under the Long Term Incentive Plan;

“Purchaser” means Centerra Ontario Holdings Inc., a corporation incorporated under the laws of Canada;

“Purchaser Financing Matter has the meaning given to it in “The Arrangement – Other Covenants– Purchaser Financing Matter”;

“Purging Election” has the meaning given to it in “Certain United States Federal Income Tax Considerations – Tax Consequences of the Arrangement if AuRico Metals Is Classified as a PFIC”;

“QEF” has the meaning given to it in “Certain United States Federal Income Tax Considerations –Tax Consequences of the Exchange if AuRico Metals is Classified as a PFIC”;

“QEF Election” has the meaning given to it in “Certain United States Federal Income Tax Considerations –Tax Consequences of the Exchange if AuRico Metals is Classified as a PFIC”;

“Record Date” means November 22, 2017, the record date for the Meeting;

“Registered Shareholder” means a registered holder of Shares;

“Regulations” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations”;

“Resident Holder” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“RSU” means the restricted share units granted under the Long Term Incentive Plan

“SEDAR” means the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval;

“Share Awards” means, collectively, the PSUs, the RSUs and the DSUs;

“Shareholder” means a holder of one or more Shares;

“Shares” means the common shares in the capital of AuRico Metals;

“subsidiary” means a person that is controlled directly or indirectly by another person and includes a subsidiary of a subsidiary;

;

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“Superior Proposal” means an unsolicited bona fide Acquisition Proposal made in writing on or after the date of the Arrangement Agreement by a person or persons acting jointly (other than the Purchaser and its affiliates) that:

(a) is to acquire (i) not less than all of the outstanding Shares not beneficially owned by the party making such Acquisition Proposal or (ii) directly or indirectly, all or substantially all (which, for greater certainty, must include the Material Property) of the assets of AuRico Metals on a consolidated basis;

(b) complies with securities laws and did not result from, or arise in connection with, a breach of the Arrangement Agreement or any agreement between the person making such Acquisition Proposal and AuRico Metals;

(c) the Board has determined, in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which is more favourable to the Shareholders from a financial point of view than the Arrangement (taking into account any amendments to the Arrangement Agreement and the Arrangement proposed by the Purchaser pursuant to the Arrangement Agreement);

(d) in the case of a transaction involving the acquisition of all of the outstanding Shares, is made available to all Shareholders on the same terms and conditions;

(e) is not subject to any financing condition and in respect of which adequate arrangements have been made to ensure that the required funds to complete such Acquisition Proposal will be available;

(f) is not subject to any due diligence and/or access condition; and

(g) the Board has determined, in good faith, after consultation with its financial advisors and outside legal counsel, is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal;

“Superior Proposal Notice Period” has the meaning given to it in “Summary of Material Agreements – The Arrangement Agreement – Covenants of AuRico Metals Regarding Non-Solicitation”;

“Supplementary Information Request” has the meaning given to it in “The Arrangement – Approvals – Canadian Competition Act Approval”;

“Support Agreements” means the voting and support agreements, dated as of November 6, 2017 between the Purchaser and: (i) each of the directors of AuRico Metals; (ii) each of AuRico Metals’ President and Chief Executive Officer, Chief Operating Officer, Vice President, Finance, Vice President, Corporate Development and Vice President, Exploration; and (iii) Alamos Gold Inc., which agreements provide that such person shall, among other things, vote all Shares of which they are the registered or beneficial holder or over which they have control or direction, in favour of the Arrangement and not dispose of their Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended;

“taxable capital gain” has the meaning given to it in “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”;

“Termination Fee” means the sum of $12 million to be paid by AuRico Metals to the Purchaser upon the occurrence of certain events;

“Treasury Regulations” has the meaning given to it in “Certain Federal Income Tax Considerations”; and

“TSX” means the Toronto Stock Exchange.

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APPENDIX A – ARRANGEMENT RESOLUTION

RESOLUTION OF THE SHAREHOLDERS OF AURICO METALS INC. (the “Company”)

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

A. The arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving the Company and its shareholders, all as more particularly described and set forth in the Management Information Circular of the Company dated November 22, 2017 (the “Circular”), is hereby authorized, approved and adopted.

B. The plan of arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Plan of Arrangement”) involving the Company and its shareholders and implementing the Arrangement, the full text of which is attached as Appendix B to the Circular is hereby authorized, approved and adopted.

C. The Arrangement Agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) dated as of November 6, 2017 between the Company, Centerra Ontario Holdings Inc. and Centerra Gold Inc. and all the transactions contemplated therein, the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder are hereby confirmed, ratified, authorized and approved.

D. The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).

E. Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of the Company, or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered without further approval of any shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or Plan of Arrangement and (ii) subject to the terms and conditions of the Arrangement Agreement, not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).

F. Any officer or director of the Company is hereby authorized for and on behalf of the Company to execute and deliver for filing with the Director under the OBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and such other documents.

G. Any one director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

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APPENDIX B – PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

(a) “Arrangement” means the arrangement under the provisions of Section 182 of the OBCA, on the terms and conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.9 of the Arrangement Agreement or Article 5 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

(b) “Arrangement Agreement” means the agreement made as of November 6, 2017 between the Company, the Purchaser and the Parent, including the schedules thereto, as the same may be supplemented or amended from time to time;

(c) “Arrangement Resolution” means the special resolution of the Company Shareholders approving the Arrangement and this Plan of Arrangement to be considered at the Company Meeting;

(d) “Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement that are required by the OBCA to be sent to the Director after the Final Order is made, which are to be in form and substance satisfactory to each of the Company and the Purchaser, acting reasonably;

(e) “Business Day” means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Toronto, Ontario are authorized or required by applicable Law to be closed;

(f) “Certificate” means the certificate of arrangement giving effect to the Arrangement, issued pursuant to subsection 183(2) of the OBCA after the Articles of Arrangement have been filed;

(g) “Company” means AuRico Metals Inc., a corporation incorporated under the laws of the Province of Ontario;

(h) “Company DSUs” means the deferred share units granted under the Long Term Incentive Plan;

(i) “Company Meeting” means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution;

(j) “Company Optionholder” means a holder of one or more Company Options;

(k) “Company Options” means, at any time, options to acquire Company Shares granted pursuant to the Long Term Incentive Plan which are, at such time, outstanding and unexercised, whether or not vested;

(l) “Company PSUs” means the performance share units granted under the Long Term Incentive Plan;

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(m) “Company RSUs” means the restricted share units granted under the Long Term Incentive Plan ;

(n) “Company Share Awards” means, collectively, the Company PSUs, the Company RSUs and the Company DSUs.

(o) “Company Shareholder” means a holder of one or more Company Shares;

(p) “Company Shares” means the common shares in the capital of the Company;

(q) “Consideration” means the consideration to be received by a Company Shareholder pursuant to this Plan of Arrangement for each Company Share, consisting of $1.80 in cash, without interest, for each Company Share held.

(r) “Court” means the Ontario Superior Court of Justice (Commercial List);

(s) “Depositary” means Computershare Trust Company of Canada or any other trust company, bank or other financial institution agreed to in writing by each of the Parties;

(t) “Director” means the Director appointed pursuant to section 278 of the OBCA;

(u) “Dissent Rights” has the meaning ascribed thereto in Section 3.1;

(v) “Dissenting Company Shareholder” means a registered holder of Company Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

(w) “Effective Date” means the date shown on the Certificate giving effect to the Arrangement;

(x) “Effective Time” means 12:01 a.m. on the Effective Date or such other time as the Company and the Purchaser may agree upon in writing;

(y) “ESPP” means the Company’s Employee Share Purchase Plan approved by the Company Shareholders on March 31, 2016;

(z) “ESPP Participant” means a “Participant” as defined in the ESPP;

(aa) “ESPP Shares” means Company Shares held pursuant to the ESPP for ESPP Participants;

(bb) “Final Order” means the order of the Court approving the Arrangement, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

(cc) “Former Company Shareholders” means the holders of Company Shares immediately prior to the Effective Time;

(dd) “Governmental Authority” means any multinational, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body, domestic or foreign, and any division, agent, official, minister, agency, commission, commissioner, bureau, board or authority of any government, governmental body, quasi-governmental or private body (including

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the TSX or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing;

(ee) “holder”, when used with reference to any securities of the Company, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of the Company in respect of such securities;

(ff) “Interim Order” means the interim order of the Court to be issued following the application therefor contemplated by Section 2.2(b) of the Arrangement Agreement, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both the Company and the Purchaser, each acting reasonably;

(gg) “Letter of Transmittal” means the letter of transmittal to be delivered by the Company to the Company Shareholders providing for the delivery of Company Shares to the Depositary;

(hh) “Lien” means any pledge, claim, lien, charge, option, hypothec, mortgage, security interest, restriction, adverse right, prior assignment, lease, sublease, royalty, levy, right to possession or any other encumbrance, easement, license, right of first refusal, covenant, voting trust or agreement, transfer restriction under any shareholder or similar agreement, right or restriction of any kind or nature whatsoever, whether contingent or absolute, direct or indirect, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

(ii) “Long Term Incentive Plan” means the Company’s Long-Term Incentive Plan approved by Company Shareholders on June 24, 2015;

(jj) “Notice of Dissent” means a notice of dissent duly and validly given by a registered holder of Company Shares exercising Dissent Rights as contemplated in the Interim Order and as described in Article 3;

(kk) “OBCA” means the Business Corporations Act (Ontario);

(ll) “Parent” means Centerra Gold Inc., a corporation incorporated under the laws of Canada;

(mm) “Plan of Arrangement” means this plan of arrangement, including any appendices hereto, and any amendments, modifications or supplements hereto made from time to time in accordance with the terms hereof or made at the direction of the Court in the Final Order, with the consent of the Company and the Purchaser, each acting reasonably;

(nn) “Purchaser” means Centerra Ontario Holdings Inc., a corporation incorporated under the laws of Ontario; and

(oo) “Tax Act” means the Income Tax Act (Canada), and the regulations promulgated thereunder, as amended.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the OBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the OBCA unless the context otherwise requires.

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1.2 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. The terms “hereof”, “herein”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular Article, Section or other portion hereof. Unless otherwise indicated, all references to an “Article”, “Section” or “paragraph” followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement.

1.3 Certain Phrases

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular number only include the plural and vice versa; words importing any gender include all genders. The terms “including” or “includes” and similar terms of inclusion, unless expressly modified by the words “only” or “solely”, mean “including without limiting the generality of the foregoing” and “includes without limiting the generality of the foregoing”. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated or otherwise.

1.4 Computation of Time

In the event that any date on which any action is required to be taken hereunder by any person is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

1.5 Time References

References to time in this Plan of Arrangement are to local time, Toronto, Ontario.

1.6 Time is of the Essence

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any Letter of Transmittal contemplated herein are the local time in Toronto, Ontario unless otherwise stipulated herein or therein.

1.7 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

Article 2 ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

2.2 Binding Effect

(a) This Plan of Arrangement will become effective at the Effective Time and shall be binding upon the Purchaser, the Parent, the Company, the Company Shareholders (including, for greater certainty, Dissenting Company Shareholders and holders of ESPP Shares), the Company Optionholders and the holders of Company Share Awards, the Depositary and the registrar and

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transfer agent in respect of the Company Shares, including, as applicable, registered and beneficial holders.

(b) The Articles of Arrangement and the Certificate shall be filed and issued, respectively, with respect to the Arrangement in its entirety. The Certificate shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in 2.3 has become effective in the sequence and at the times set out therein.

2.3 The Arrangement

Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following sequence effective as at one minute intervals starting at the Effective Time, in each case without any further authorization, act or formality:

(a) notwithstanding anything in the Long Term Incentive Plan to the contrary, each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be unconditionally vested and exercisable, and such Company Option shall be deemed to be assigned and transferred by the holder thereof to the Company in exchange for a cash payment in accordance with Article 4 from the Company to such holder equal to the amount (if any) by which the Consideration exceeds the exercise price of such Company Option, in each case, less any amounts deducted or withheld in accordance with Section 4.4, and such Company Option shall immediately be terminated and cancelled and, for greater certainty, where such amount is a negative, no person shall be obligated to pay the holder of such Company Option any amount in respect of the cancellation of such Company Option, and the Company shall have no liabilities or obligations with respect to any Company Option except as expressly set out in this Section 2.3(a);

(b) notwithstanding anything in the Long Term Incentive Plan to the contrary, each Company Share Award (other than Company PSUs) that is outstanding immediately prior to the Effective Time (whether vested or unvested (if applicable)) shall be deemed to be assigned and transferred by the holder thereof to the Company in exchange for a cash payment in accordance with Article 4 from the Company to such holder equal to the Consideration, in each case, less any amounts deducted or withheld in accordance with Section 4.4, and such Company Share Award shall immediately be terminated and cancelled, and the Company shall have no liabilities or obligations with respect to any Company Share Award (other than Company PSUs) except as expressly set out in this Section 2.3(b);

(c) notwithstanding anything in the Long Term Incentive Plan to the contrary, each Company PSU that is outstanding immediately prior to the Effective Time (whether vested or unvested (if applicable)) shall be deemed to be assigned and transferred by the holder thereof to the Company in exchange for a cash payment in accordance with Article 4 from the Company to such holder equal to the Consideration (assuming a 100% vesting pursuant to the performance criteria in the Long Term Incentive Plan as of the date prior to the Effective Date, however the actual vesting criteria is subject to determination by the Company based on performance relative to the established performance criteria, but in no event shall such determination result in a vesting greater than 200% vesting for Company PSUs with potential vesting portions above 100%, or 100% vesting for Company PSUs with potential vesting portions of up to 100%), in each case, less any amounts deducted or withheld in accordance with Section 4.4, and such Company PSU shall immediately be terminated and cancelled, and the Company shall have no liabilities or obligations with respect to any Company PSUs except as expressly set out in this Section 2.3(b);

(d) Following the steps in Section 2.3(a), Section 2.3(b) and Section 2(c):

(i) each Company Share held by a Dissenting Company Shareholder shall be deemed to be assigned and transferred by the holder thereof to the Purchaser and the Purchaser shall thereupon be obliged to pay the amount therefor determined and payable in accordance

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with Article 3, and the central securities register of the Company will be revised accordingly;

(ii) notwithstanding anything in the ESPP to the contrary, each ESPP Share outstanding immediately prior to the Effective Time will, without any further action by or on behalf of any holder of such ESPP Share, be deemed to be fully vested; and

(iii) each issued Company Share held by a Former Company Shareholder (other than a Dissenting Company Shareholder or the Purchaser or any affiliate of the Purchaser but including, for greater certainty, any ESPP Shares) shall be transferred by the holder thereof to the Purchaser in exchange for the Consideration from the Purchaser in accordance with Article 4, and the central securities register of the Company will be revised accordingly.

2.4 Delivery of Consideration

(a) Following the receipt of the Final Order and prior to the Effective Date, the Purchaser shall deliver or arrange to be delivered to the Depositary the aggregate Consideration in accordance with the provisions of Section 2.3(d), which Consideration shall be held by the Depositary as agent and nominee for the Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of Article 4.

(b) Following the deposit with the Depositary of the amounts specified in Sections 2.3(d), Purchaser will be fully and completely discharged from its obligation to pay the Consideration to the Former Company Shareholders, and the rights of such holders will be limited to receiving, from the Depositary, the Consideration to which they are entitled in accordance with this Plan of Arrangement.

(c) Subject to the provisions of Article 4, and upon return of a properly completed Letter of Transmittal by a registered Former Company Shareholder together with certificates representing Company Shares and such other documents as the Depositary may require, Former Company Shareholders shall be entitled to receive delivery of the Consideration to which they are entitled pursuant to Section 2.3(d), less any amounts deducted or withheld pursuant to Section 4.4.

2.5 Calculations

All amounts of Consideration to be received under this Plan of Arrangement will be calculated to the nearest cent ($0.01). All calculations and determinations made by the Company and the Purchaser for the purposes of this Plan of Arrangement shall be conclusive, final and binding upon the Former Company Shareholders and the former holders of Company Options and Company Share Awards.

Article 3 DISSENT RIGHTS

3.1 Rights of Dissent

Registered Company Shareholders may exercise rights of dissent with respect to their Company Shares pursuant to and in the manner set forth in section 185 of the OBCA as modified by the Interim Order and this Article 3 (the “Dissent Rights”), provided that, notwithstanding subsection 185(6) of the OBCA, written notice setting forth such a registered Company Shareholder’s objection to the Arrangement and exercise of Dissent Rights must be received by the Company not later than 5:00 p.m. on the Business Day that is two (2) Business Days preceding the date of the Company Meeting. Company Shareholders who duly exercise their Dissent Rights are deemed to have transferred the Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser, as provided in Section 2.3(d)(i), and if such Dissenting Company Shareholders:

(a) ultimately are entitled to be paid the fair value for such Company Shares by the Purchaser, will be paid the fair value of such Company Shares, and will not be entitled to any other payment or

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consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or

(b) ultimately are not entitled, for any reason, to be paid the fair value for such Company Shares by the Purchaser, will be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder.

3.2 Recognition of Dissenting Company Shareholders

From and after the Effective Time, in no case is the Purchaser, the Company or any other person required to recognize a Dissenting Shareholder as a holder of Company Shares or as a holder of any securities of any of the Purchaser, the Company or any of their respective subsidiaries and the names of the Dissenting Company Shareholders are to be deleted from the Company’s register of holders of Company Shares. In addition to any other restrictions under Section 185 of the OBCA, for greater certainty, none of the following shall be entitled to exercise Dissent Rights: holders of Company Options, holders of Company Share Awards and holders of Company Shares who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).

Article 4 CERTIFICATES AND PAYMENTS

4.1 Payment of Consideration

(a) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding Company Shares that were transferred under Section 2.3(d), together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the OBCA, the Securities Transfer Act (Ontario) and the articles of the Company after giving effect to Section 2.3(d) the former holder of such Company Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick-up at its offices during normal business hours, a cheque (or a form of payment of immediately available funds) for the Consideration that such holder is entitled to receive in accordance with Section 2.3(d), less any amounts deducted or withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled.

(b) Subject to Section 4.3, until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented Company Shares will be deemed after the time described in Section 2.3(d) to represent only the right to receive (i) from the Depositary upon such surrender a cheque (or a form of payment of immediately available funds) for the Consideration that the holder of such Company Shares is entitled to receive in accordance with Section 2.3, or (ii) in respect of Company Shares formerly held by a Dissenting Shareholder, the amount such Dissenting Shareholder is entitled to receive as determined in accordance with Article 3, less, in each case, any amounts deducted or withheld pursuant to Section 4.4.

(c) The Company and the Purchaser will cause the Depositary, as soon as a Former Company Shareholder becomes entitled to the Consideration in accordance with Section 2.3(d), to:

(i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Letter of Transmittal;

(ii) if requested by such former holder in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal; or

(iii) if the Letter of Transmittal neither specifies an address as described in Section 4.1(c)(i) nor contains a request as described in Section 4.1(c)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former

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holder as shown on the applicable securities register maintained by or on behalf of the Company immediately prior to the Effective Time,

a cheque (or a form of payment of immediately available funds) for the Consideration to which such Former Company Shareholder is entitled in accordance with the provisions hereof.

(d) The Company shall pay the amounts, less any amounts deducted or withheld pursuant to Section 4.4, to be paid to Company Optionholders and the holders of the Company Share Awards (A) in the case of directors of the Company and Non-Continuing Employees, at the Effective Time, or (B) in the case of Continuing Employees, at or as soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time), which payment may occur through the Company’s payroll system or payroll provider, and such Company Options shall immediately following such assignment and transfer terminate and be cancelled. For greater certainty, all Company Options that are “out-of-the-money” will be cancelled by the Company at the time stipulated therefor in Section 2.3 for no consideration.

(e) No holder of Company Shares, Company Options or Company Share Awards shall be entitled to receive any consideration or entitlement with respect to such Company Shares, Company Options or Company Share Awards other than any consideration or entitlement to which such holder is entitled to receive in accordance with Section 2.3, this Section 4.1 and the other terms of this Plan of Arrangement and, for greater certainty, no such holder with be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.

4.2 Loss of Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Company Shares that were acquired by the Purchaser or the Company pursuant to Section 2.3 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Company Shares, the Depositary will deliver to such person or make available for pick-up at its offices in exchange for such lost, stolen or destroyed certificate, a cheque representing the Consideration to which the former holder of such Company Shares is entitled to receive pursuant to Section 2.3 in accordance with such holder’s Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Company Shares will, as a condition precedent to the delivery of such Share Consideration, give a bond satisfactory to the Company, the Purchaser and the Depositary in such sum as the Purchaser may direct or otherwise indemnify the Company and the Purchaser in a manner satisfactory to the Company and the Purchaser against any claim that may be made against the Company or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Extinction of Rights

If any Former Company Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 4.1 or Section 4.2 in order for such Former Company Shareholder to receive the Consideration which such former holder is entitled to receive pursuant to Section 2.3, on or before the third (3rd) anniversary of the Effective Date, on the third (3rd) anniversary of the Effective Date: (a) such former holder will be deemed to have donated and forfeited to the Purchaser or its successor any Consideration held by the Depositary in trust for such former holder to which such former holder is entitled; and (b) any certificate representing Company Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Purchaser and will be cancelled. Neither the Company nor the Purchaser, or any of their respective successors, will be liable to any person in respect of any Consideration (including any Consideration previously held by the Depositary in trust for any such former holder) which is forfeited to the Company or the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. Any payment made by way of cheque by the Company or the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Company or the Depositary or that otherwise remains unclaimed, in each case, on or before the third (3rd) anniversary of the Effective Date shall be returned, surrendered and forfeited to the Company or the Depositary.

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4.4 Withholding Rights

The Company, the Purchaser and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Company Shareholder, Company Optionholder or holder of Company Share Awards under this Plan of Arrangement (including any payment to Dissenting Company Shareholders) such amounts as the Company, the Purchaser or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by the Company, the Purchaser or the Depositary, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority in the time and manner required by applicable Law by or on behalf of the Company, the Purchaser or the Depositary, as the case may be.

4.5 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.6 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Company Shares (including ESPP Shares), Company Options and Company Share Awards issued prior to the Effective Time; (b) the rights and obligations of the Company Shareholders (including ESPP Participants), the Company Optionholders, the holders of the Company Share Awards, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Article 5 AMENDMENTS

5.1 Amendments to Plan of Arrangement

(a) The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: (i) set out in writing; (ii) approved by the Company and the Purchaser; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed at any time prior to the Company Meeting (provided that the Company and the Purchaser have each consented thereto) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will be effective only if such amendment, modification or supplement: (i) is consented to by each of the Company and the Purchaser; and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any Former Company Shareholder.

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(e) The Purchaser shall be entitled to propose an amendment, modification or supplement to this Plan of Arrangement at any time prior to the Effective Time and, unless such proposal shall be adverse to the financial or economic interests of any Company Shareholders, the Company shall propose and implement such amendment, modification or supplement in accordance with the process described in paragraphs (a) to (c) of this Section 5.1, as may be applicable.

Article 6 FURTHER ASSURANCES

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and the Purchaser will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

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APPENDIX C – INTERIM ORDER

(See Attached)

APPENDIX D – NOTICE OF APPLICATION

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(See Attached)

APPENDIX E – FAIRNESS OPINION OF MACQUARIE CAPITAL MARKETS CANADA LTD.

(See Attached)

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Macquarie Capital Markets Canada Ltd. A Member of the Macquarie Group of Companies Brookfield Place 181 Bay Street Telephone +1 416 848 3500 Suite 3100, P.O. Box 830 Fax +1 416 848 3672 Toronto, Ontario, M5J 2T3 Internet www.macquarie.com CANADA

Macquarie Capital Markets Canada Ltd. is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and Macquarie Capital Markets Canada Ltd.’s obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital Markets Canada Ltd.

November 6, 2017 STRICTLY CONFIDENTIAL The Board of Directors of AuRico Metals Inc. 110 Yonge Street, Suite 601 Toronto, Ontario M5C 1T4, Canada To the Board of Directors of AuRico Metals Inc. (the “Board”): Introduction

The Macquarie Capital division of Macquarie Capital Markets Canada Ltd. (“Macquarie Capital” or “we”) understands that AuRico Metals Inc. (the “Company”), Centerra Gold Inc. (the “Parent”) and Centerra Ontario Holdings Inc. (the “Acquiror”) propose to enter into an arrangement agreement dated November 6, 2017 (the “Arrangement Agreement”), whereby the Acquiror will directly or indirectly acquire all of the issued and outstanding common shares of the Company (the “Shares”) pursuant to a plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the “Arrangement”).

1 THE ARRANGEMENT

Pursuant to the Arrangement, holders of the Shares (the “Shareholders”) will receive C$1.80 in cash for each Share held. Completion of the Arrangement is subject to approval of the Board and the Shareholders, court approval and various conditions, including, without limitation, receipt of all required regulatory approvals and other customary conditions. The terms of, and conditions necessary to complete, the Arrangement are set forth in the Arrangement Agreement and will be described in the Company’s management information circular (the “Circular”) to be mailed to the Shareholders in connection with the special meeting of the Shareholders to be held to consider and, if deemed advisable, to approve the Arrangement. Macquarie Capital understands that Alamos Gold Inc. and certain directors and officers of the Company have agreed pursuant to support agreements to vote their Shares in favour of the Arrangement. 2 MACQUARIE CAPITAL’S ROLE

The Company initially contacted Macquarie Capital on or about July 27, 2015 and formally engaged Macquarie Capital pursuant to an engagement agreement dated December 18, 2015 (the “Engagement Agreement”) to provide financial advisory services generally in connection with a change of control transaction, including Macquarie Capital’s opinion to the Board as to the fairness to the Shareholders, from a financial point of view, of the consideration to be received by the Shareholders pursuant to the Arrangement (the “Opinion”). In consideration for the preparation and delivery of the Opinion, the Company

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will pay Macquarie Capital a fee that is not contingent upon the conclusions reached herein or completion of the Arrangement and will reimburse Macquarie Capital for its reasonable expenses. Macquarie Capital will also be entitled to a separate fee contingent upon completion of the Arrangement and is to be reimbursed for reasonable expenses in connection with the other financial advisory and professional services provided under the Engagement Agreement. In addition, pursuant to the Engagement Agreement, Macquarie Capital and its affiliates and their respective directors, officers, employees, agents and consultants are to be indemnified by the Company under certain circumstances from and against certain liabilities arising in connection with the Opinion and the financial advisory and professional services rendered to the Company and the Board. 3 CREDENTIALS OF MACQUARIE CAPITAL

Macquarie Capital is a wholly owned subsidiary of the Macquarie Group which is a diversified international provider of specialist investment, advisory, trading and financial services in select markets around the world. Macquarie Capital is a member of the Investment Industry Regulatory Organization of Canada and a member of the Toronto Stock Exchange and the TSX Venture Exchange. Macquarie Capital’s advisory services include the areas of mergers, acquisitions, divestments, restructurings, fairness opinions and valuations. The Opinion expressed herein is Macquarie Capital’s and has been approved by senior corporate and financial advisory professionals of Macquarie Capital who have been involved in a number of transactions involving the merger, acquisition, divestiture and valuation of publicly traded and private Canadian issuers and in providing fairness opinions in respect of such transactions. 4 INDEPENDENCE OF MACQUARIE CAPITAL

None of Macquarie Capital, its affiliates or associates, is an insider, associate or affiliate (within the meanings attributed to those terms in the Securities Act (Ontario)), or a related entity of the Company, the Parent, the Acquiror or any of their respective associates or affiliates (collectively, the “Interested Parties”). Macquarie Capital is not acting as an advisor, financial or otherwise, to any Interested Party in connection with the Arrangement other than to the Company pursuant to the Engagement Agreement, or in connection with any other transaction. Macquarie Capital has acted as underwriter to the Company, in the past two years. An affiliate of Macquarie Capital is currently a lender to the Company pursuant to a US$15.0 million acquisition credit facility which remains undrawn. There are no understandings, agreements or commitments between Macquarie Capital and any Interested Party with respect to any future business dealings, however, Macquarie Capital may in the future in the ordinary course of business seek to perform financial advisory services for any one or more of them from time to time. Macquarie Capital acts as a trader and dealer, both as principal and agent, in Canadian financial markets and, as such, may have, today, or in the future, positions in the securities of any Interested Party, and from time to time, may have executed or may execute transactions on behalf of any Interested Party or other clients for which it received or may receive compensation. In addition, as an investment dealer, Macquarie Capital conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on issues and investment matters, including with respect to an Interested Party or the Arrangement.



5 SCOPE OF REVIEW

In connection with rendering this Opinion, Macquarie Capital has reviewed and relied upon, or carried out, among other things, the following: In the case of the Company:

(a) audited annual financial statements of the Company as at and for the years ended

December 31, 2015 and December 31, 2016, together with management’s discussion & analysis of financial condition and operating results for each such financial period;

(b) the NI 43-101 Amended and Restated Technical Report for the Kemess Underground Project and Kemess East Project, British Columbia, Canada dated July 12, 2017;

(c) unaudited financial statements of the Company as at and for the interim periods

ended September 30, 2016, March 31, 2017, and June 30, 2017, together with management’s discussion & analysis of financial condition and operating results for each such interim period;

(d) the management information circular of the Company in respect of the annual and

special meeting of Shareholders held on May 9, 2017;

(e) the annual information form of the Company dated February 13, 2017 for the year ended December 3, 2016;

(f) the Kemess Underground and Kemess East financial models provided by the

Company;

(g) the financial model for the Company’s royalty holdings provided by the Company;

(h) a certificate of representation as to certain factual matters dated the date hereof, addressed to Macquarie Capital provided by senior officers of the Company;

(i) historical and forecast commodity prices and foreign exchange rates, and considered the impact of various commodity pricing and foreign exchange rate assumptions on the business, prospects and financial forecasts of the Company;

(j) discussions with management of the Company with regard to, among other things, the business, past and current operations, quality of assets, financial projections, current financial condition, future potential and environmental matters of the Company; and

(k) other public information relating to the business and financial condition of the Company and other selected public mining companies Macquarie Capital considered relevant.

In the case of the Parent:

(a) the annual reports of the Parent for the periods ended December 31, 2015 and December 31, 2016;



(b) audited annual financial statements of the Parent as at and for the years ended

December 31, 2015 and December 31, 2016, together with management’s discussion & analysis of financial condition and operating results for each such financial period;

(c) unaudited financial statements of the Parent as at and for the interim periods

ended March 31, 2017, June 30, 2017, and September 30, 2017, together with management’s discussion & analysis of financial condition and operating results for each such interim period;

(d) the management information circular of the Parent in respect of the annual and

special meeting of Parent shareholders held on May 2, 2017; (e) the annual information form of the Parent dated March 31, 2017 for the year ended

December 31, 2016; and

(f) other public information relating to the business and financial condition of the Parent and other selected public mining companies Macquarie Capital considered relevant.

In addition to the information detailed above, Macquarie Capital has further reviewed, considered and relied upon, among other things, the following:

a) a substantially complete version of the Arrangement Agreement as of November 6, 2017;

b) a substantially complete version of the form of voting support agreement as of

November 6, 2017;

c) information with respect to selected precedent merger and acquisition transactions Macquarie Capital considered relevant; and

d) other information, analysis, investigations and discussions as Macquarie Capital

considered relevant and appropriate in the circumstances. Macquarie Capital did not meet with the auditors of the Company or the Parent and has assumed the accuracy and fair presentation of the audited and unaudited financial statements of the Company and the Parent, and, as applicable, the reports of the auditors thereon. Macquarie Capital did not meet with the independent reserve engineers of the Company and has assumed the accuracy and fair presentation of the reserve reports of the Company. Macquarie Capital has not, to its knowledge, been denied access to any information requested. 6 ASSUMPTIONS AND LIMITATIONS

We have relied upon and have assumed the completeness, accuracy and fair representation of all financial and other information, data, documents, materials, advice, opinions and representations obtained by us, including information relating to the Company, the Parent and the Acquiror provided to us by or on behalf of the Company and its respective affiliates or otherwise pursuant to the Engagement Agreement, and this



Opinion is conditional upon such completeness, accuracy, and fairness. We have not attempted to verify independently the accuracy or completeness of any such information, data, advice, opinions or representations. Senior officers of the Company have represented to Macquarie Capital, in a certificate dated as at the date hereof, among other things, that to the best of their knowledge after due inquiry, with the exception of certain forecasts, projections or estimates, (i) the information, data, opinions, representations and other materials (oral or written) (collectively referred to as the “Information”) provided to Macquarie Capital and its affiliates by or on behalf of the Company was at the dates the Information was provided and is at the date hereof true, complete and correct and not misleading in light of the circumstances under which they were made or presented and did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the Information not misleading in light of the circumstances under which the Information was provided; and (ii) since the dates on which the Information was provided, there has been no material change (as such term is defined in the Securities Act (Ontario) or new material fact, financial or otherwise, relating to the Arrangement, the financial condition, assets, liabilities (contingent or otherwise), business, affairs, operations or prospects of the Company, the Parent or the Acquiror or any of their respective subsidiaries, associates or affiliates or any change in any material fact or in any material element of any of the Information, or new material fact, any of which is of a nature as to render any portion of the Information untrue or misleading in any material respect or which could reasonably be expected to have a material effect on this Opinion. With respect to the operating and financial projections of the Company which were furnished to us, we have assumed that such projections have been reasonably prepared by the Company on bases reflecting the best currently available estimates and good faith judgments by management of the Company of the future competitive, operating and regulatory environments and related financial performance of the Company. We express no view as to any such financial projections or the assumptions on which any of them are based.

For purposes of rendering this Opinion, we have assumed that the representations and warranties of each party contained in the Arrangement Agreement are true and correct, and that each party will perform all of the covenants and agreements required to be performed by it under the Arrangement Agreement without waiver or amendment. The Arrangement is subject to a number of conditions outside the control of any party involved in the Arrangement and Macquarie Capital has assumed all conditions precedent to the completion of the Arrangement can be satisfied in due course and all consents, permissions, exemptions or orders of relevant regulatory authorities will be obtained, without adverse conditions or qualification. In rendering this Opinion, we express no view as to the likelihood that the conditions respecting the Arrangement will be satisfied or waived or that the Arrangement will be implemented within the time frame indicated in the Circular. In addition, we have assumed that neither the Company, the Parent nor the Acquiror will incur any material liability or obligation, or lose any material rights, as a result of completion of the Arrangement and that the procedures being followed to implement the Arrangement are valid and effective, and in accordance with applicable laws and that the disclosure of the Company, the Parent, the Acquiror and the Arrangement in any disclosure documents will be accurate and will comply with the requirements of applicable laws. This Opinion is rendered on the basis of market, economic, financial and general business and other conditions prevailing as at the date hereof, and the Information made available to Macquarie Capital as at the date hereof. In rendering this Opinion, Macquarie Capital



has assumed that there are no undisclosed material facts relating to the Company, the Parent or the Acquiror, or their respective businesses, operations, capital or future prospects. Any changes therein may affect this Opinion and, although we reserve the right to change, withdraw or supplement this Opinion in such event or in the event that subsequent developments affect this Opinion, we disclaim any obligation to advise any person of any change that may come to our attention or to update, revise or reaffirm this Opinion after the date hereof. In its analyses and in connection with the preparation of this Opinion, Macquarie Capital made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Arrangement. While in the opinion of Macquarie Capital, our assumptions used in preparing this Opinion are reasonable in the current circumstances, some or all of these assumptions may prove to be incorrect. Macquarie Capital believes that the analyses and factors considered in arriving at this Opinion must be considered as a whole and are not amenable to partial analyses or summary description and that selecting portions of the analyses and the factors considered, without considering all factors and analyses together, could create a misleading view of the process employed and the conclusions reached. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. In arriving at this Opinion, Macquarie Capital has not attributed any particular weight to any specific analyses or factor but rather based this Opinion on a number of qualitative and quantitative factors deemed appropriate by Macquarie Capital based on Macquarie Capital’s experience in rendering such opinions. Macquarie Capital not been asked to pass upon, and expresses no opinion with respect to, any matter other than whether, as of the date hereof, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. Macquarie Capital has not been engaged to prepare, and has not prepared, a valuation or appraisal of the Company, the Parent or the Acquiror or any of their respective assets, securities or liabilities (contingent or otherwise), nor have we been furnished with any such valuations appraisals, nor have we evaluated the solvency or fair value of the Company, the Parent or the Acquiror under any applicable laws relating to bankruptcy, insolvency or similar matters, and this Opinion should not be construed as such. Furthermore, this Opinion is not, and should not be construed as, advice as to the price at which the Shares may trade at any future date (whether before or after the completion of the Arrangement). In addition, this Opinion does not address the overall fairness of the Arrangement to the holders of any other class of securities (only the fairness of the consideration to be received by the Shareholders as expressly set out in the Opinion), creditors or other constituencies of the Company, or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors, consultants or employees of the Company in their capacities as such and in connection with the Arrangement. This Opinion does not address the relative merits of the Arrangement as compared to other business or financial strategies that might be available to the Company or any other party to the Arrangement, nor does it address the underlying business decision of the Company, or any other party to the Arrangement, to engage in the Arrangement. We were not engaged to review any legal, regulatory, tax or accounting aspects of the Arrangement and, accordingly, express no view thereon and have assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, tax and accounting matters.



This Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of Investment Industry Regulatory Organization of Canada (“IIROC”) but IIROC has not been involved in the preparation or review of this Opinion. 7 CONCLUSION

Based upon and subject to the foregoing and such other matters as Macquarie Capital considers relevant, it is Macquarie Capital’s opinion that, as of the date hereof, the consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. This Opinion is not, and is not intended to be, a recommendation to Shareholders as to how to vote at the Meeting. This Opinion has been provided solely for the use of the Board for the purposes of its consideration of the Arrangement and may not be used or relied upon by any other person or for any other purpose without the express prior written consent of Macquarie Capital. This Opinion shall not be reproduced, disseminated, quoted from or referred to (in whole or in part) and no public reference to Macquarie Capital Markets Canada Ltd. or its affiliates relating to the Arrangement or this Opinion shall be made without the express prior written consent of Macquarie Capital, except that we consent to the inclusion of the complete text of this Opinion and to appropriate references to, or summaries of, this Opinion, subject to our review to our satisfaction of the final form and context of such disclosures, in the Circular or other form of document(s) required to be mailed to Shareholders in connection with the Arrangement. Yours sincerely, Macquarie Capital Markets Canada Ltd.

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APPENDIX F – DISSENT PROVISIONS OF SECTION 185 OF THE OBCA

SECTION 185

Section 185

(1) Rights of dissenting shareholders Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(c) amalgamate with another corporation under sections 175 and 176; (d) be continued under the laws of another jurisdiction under section 181; or (e) sell, lease or exchange all or substantially all its property under subsection 184(3),

a holder of shares of any class or series entitled to vote on the resolution may dissent.

(2) Idem If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6).

(2.1) One class of shares The right to dissent described in subsection (2) applies even if there is only one class of shares.

(3) Exception A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.

(4) Shareholder’s right to be paid fair value In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

(5) No partial dissent A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(6) Objection A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent.

(7) Idem The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).

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(8) Notice of adoption of resolution The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.

(9) Idem A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

(10) Demand for payment of fair value A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder’s name and address; (b) the number and class of shares in respect of which the shareholder dissents; and (c) a demand for payment of the fair value of such shares.

(11) Certificates to be sent in Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

(12) Idem A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

(13) Endorsement on certificate A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

(14) Rights of dissenting shareholder On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);

(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or

(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10).

(14.1) Rights of dissenting shareholder A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13).

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or

(b) if a resolution is passed by the directors under subsection 54(2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and

(ii) to be sent the notice referred to in subsection 54(3).

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(14.2) Rights of dissenting shareholder A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and

(b) to be sent the notice referred to in subsection 54(3).

(15) Offer to pay A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

(16) Introduction Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

(17) Idem Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

(18) Application to court to fix fair value Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.

(19) Idem If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

(20) Idem A dissenting shareholder is not required to give security for costs in an application made under subsection or (19).

(21) Costs If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

(22) Notice to shareholder Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and (b) has not accepted an offer made by the corporation under subsection (15), if such an offer was

made,

place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

(23) Parties joined All dissenting shareholders who satisfy the conditions set out in clauses (22)(a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

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(24) Idem Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

(25) Appraisers The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

(26) Final order The final order of the court in the proceedings commenced by an application under subsection (18) or shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22)(a) and (b).

(27) Interest The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

(28) Where corporation unable to pay Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(29) Idem Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(30) Idem A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

(31) Court order Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

(32) Commission may appear The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

Any questions and requests for assistance may be directed to AuRico Metals’ proxy solicitation agent:

North American Toll Free Phone: +1-800-926-6756

Banks, Brokers and collect calls: +1-201-806-7301 Toll Free Facsimiled: +1-888-509-5907

Email: [email protected]

Documents

NOTICE OF SPECIAL MEETING AND MANAGEMENT …s2.q4cdn.com/215682844/files/doc_downloads/acquisition/97804545_v... · dated as of November 6, 2017 between AuRico Metals, Centerra and