Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2015

Commission File Number: 001-35783

Alamos Gold Inc.

(Translation of registrant’s name into English)

130 Adelaide Street West, Suite 2200

Toronto, Ontario, Canada

M5H 3P5

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F o Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

EXHIBIT INDEX



EXHIBIT NO.		DESCRIPTION
99.1		Press release, dated May 7, 2015.
99.2		Unaudited Condensed Interim Consolidated Financial Statements.
99.3		Management’s Discussion and Analysis.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



				Alamos Gold Inc.

				By:		/s/ James Porter
				Name:		James Porter
				Title:		Chief Financial Officer

F O R I M M E D I A T E R E L E A S E



	Alamos Gold Inc.
	130 Adelaide Street West, Suite 2200
	Toronto, Ontario M5H 3P5
	Telephone: (416) 368-9932 or 1 (866) 788-8801

All amounts are in United States dollars, unless otherwise stated.

Alamos Reports First Quarter 2015 Results

Toronto, Ontario (May 7, 2015) - Alamos Gold Inc. (TSX:AGI; NYSE:AGI) (“Alamos” or the “Company”) today reported its financial results for the quarter ended March 31, 2015 and reviewed its operating, exploration and development activities.

“Production of 38,000 ounces of gold in the first quarter of 2015 was consistent with our expectations while total cash costs of $805 per ounce were below our full year guidance. Our open pit, heap leach operations at Mulatos performed very well and we remain on track to realize significant production growth from our high-grade mill in the second half of 2015. Further, we continue to make progress with our development pipeline with the EIA recently reinstated for our Ağı Dağı project,” said John A. McCluskey, President and Chief Executive Officer.

“Through the merger of equals with AuRico Gold announced last month, we believe we are creating a stronger, larger, diversified gold producer, with a solid balance sheet and one of the strongest growth profiles of our peer group. We believe that by combining the strengths of both companies, we are far better positioned to not only succeed but also be a leader in the current gold price environment. With the transaction expected to close mid-2015, we look forward to demonstrating this starting in the second half of this year,” Mr. McCluskey added.

First Quarter 2015 Highlights

Financial Performance


•	Sold 36,556 ounces of gold at an average realized gold price of $1,224 per ounce for quarterly revenues of $44.7 million


•	Reported cash from operating activities before changes in non-cash working capital of $7.4 million ($0.06 per share), and $2.4 million ($0.02 per share) after changes in non-cash working capital

•

Realized quarterly earnings of $2.2 million ($0.02 per share) compared to earnings of $2.7 million ($0.02 per share) in the first quarter of 2014. First quarter 2015 earnings included a $4.9 million after-tax gain on the sale of the El Realito concessions within the Mulatos district, a $1.8 million unrealized foreign exchange loss, and $0.8 million of transactions costs related to the Merger with AuRico Gold Inc.


•	Reported cash and cash equivalents and short-term investments of $351.4 million as at March 31, 2015

Operational Performance


•	Produced 38,000 ounces of gold at a total cash cost of $805 per ounce of gold sold, below the Company's annual guidance, and at an all-in sustaining cost of $1,115 per ounce of gold sold


•	Achieved average crusher throughput of 17,500 tonnes per day (“tpd”) in the first quarter, despite lower high-grade mill feed and a planned three-day shutdown to relocate the agglomerators


•	Mined and stacked ore on the leach pad grading 0.92 g/t Au, 15% above annual budgeted grades, resulting in 45,900 contained ounces stacked on the leach pad in the first quarter

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•	Continued optimization of the high grade mill circuit improving recoveries to 60% in the quarter


•	Grades milled averaged 10.37 g/t Au during the quarter, above the annualized budget of 9.5 g/t Au


•	Commenced exploration activities at the Cerro Pelon satellite deposit


•	Reported updated mineral reserves and resources as at December 31, 2014

Subsequent to year-end


•	Announced that the Company has entered into a definitive agreement with AuRico Gold Inc. ("AuRico") to combine the respective companies (the "Merger") by way of a Plan of Arrangement, creating a new, leading intermediate gold producer


•	Subscribed to 9.9% of AuRico's outstanding common shares through a private placement for approximately US$83.3 million


•	Declared a semi-annual dividend of $0.03 per common share. The dividend is payable on May 29, 2015 to shareholders of record as of the close of business on May 15, 2015


•	Implemented a dividend reinvestment and share purchase plan ("DRIP")


•	Received notice that the Çanakkale Administrative Court dismissed the injunction against the Company's positive Environmental Impact Assessment ("EIA") certificate for the Ağı Dağı project, returning the EIA to good standing



	Q1 2015	Q1 2014	Change (%)
Ounces produced	38,000	37,000	3	%
Ounces sold	36,556	32,161	14	%

Operating Revenues (000)	$44,728	$41,511	8	%
Earnings before income taxes (000)	$4,992	$4,720	6	%
Earnings (000)	$2,215	$2,746	(19	%)
Earnings per share (basic and diluted)	$0.02	$0.02	—

Cash flow from operating activities before changes in non-cash working capital (000)	$7,373	$15,939	(54	%)
Cash flow from operating activities (000)	$2,440	$7,265	(66	%)

Cash and short-term investments (000) ⁽²⁾	$351,441	$409,904	(14	%)

Realized gold price per ounce	$1,224	$1,291	(5	%)
Average London PM Fix gold price per ounce	$1,218	$1,293	(6	%)

Total cash cost per ounce ⁽¹⁾	$805	$617	30	%
All-in sustaining cost per ounce ⁽¹⁾	$1,115	$908	23	%
All-in cost per ounce ⁽¹⁾	$1,488	$1,115	33	%


(1)	“Total cash cost per ounce”, “All-in sustaining cost per ounce” and “All-in cost per ounce” are non-GAAP measures. Refer to the “Cautionary non-GAAP Measures and Additional GAAP Measures” disclosure at the end of this press release for a description and calculation of these measures.


(2)	Cash and short-term investments are shown as at March 31, 2015 and March 31, 2014.

Merger with AuRico Gold Inc.

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Ontario, Canada and Alamos’ Mulatos mine in Sonora, Mexico. The transaction is structured as a merger of equals with a transaction equity value of approximately US$1.5 billion at the time of announcement.

Under the terms of the Merger, holders of Alamos shares will receive, for each share held, 1 MergeCo share and US$0.0001 in cash, and holders of AuRico shares will receive, for each share held, 0.5046 MergeCo shares. Upon completion of the Merger, former Alamos and AuRico shareholders will each own approximately 50% of MergeCo (to be named Alamos Gold Inc.). In addition, a new company (“SpinCo”), to be named AuRico Metals Inc., will be created to hold AuRico’s Kemess project, a 1.5% net smelter return royalty (“NSR”) on the Young-Davidson mine, AuRico’s Fosterville and Stawell royalties, and will be capitalized with US$20 million of cash. Upon completion of the Merger, MergeCo will own a 4.9% equity interest in SpinCo. The remaining shares of SpinCo will be distributed 50% each to former Alamos and AuRico shareholders.

The merger is subject to shareholder and other applicable regulatory approvals, and satisfaction of other customary conditions. The merger is expected to close before the end of the second quarter of 2015. The Merger includes customary provisions, including fiduciary out provisions, covenants not to solicit other acquisition proposals and the right to match any superior proposals. Termination fees of $28.4 million will be paid to Alamos and $37.5 million will paid to AuRico in certain circumstances should the Merger not be completed.

In connection with the Merger, on April 20, 2015, Alamos subscribed for approximately 27.9 million common shares of AuRico on a private placement basis, representing approximately 9.9% of AuRico's outstanding common shares after giving effect to the private placement. The common shares were acquired at a price of $2.99 per share, equal to AuRico’s closing price on the New York Stock Exchange on April 10, 2015, for total gross proceeds to AuRico of approximately $83.3 million.

First Quarter 2015 Financial Results

The Company’s operating margins in the first quarter of 2015 were negatively impacted by a weaker gold price. The Company generated $7.4 million ($0.06 per share) cash from operating activities (before changes in non-cash working capital). Cash provided by operating activities of $2.4 million or $0.02 per share in the first quarter decreased 66% relative to the same period of 2014 as a result of higher cash operating costs.

Earnings before income taxes were $5.0 million or $0.04 per share for the first quarter of 2015 compared to $4.7 million or $0.04 per share in 2014. Earnings for the first quarter of 2015 included a $7.0 million gain ($4.9 million after-tax) on the sale of the El Realito concession. On an after-tax basis, the Company recorded earnings in the first quarter of 2015 of $2.2 million or $0.02 per share compared to earnings of $2.7 million in the same period of 2014 as a result of higher gold sales offset by higher cash operating costs.

Capital expenditures in the first quarter of 2015 totaled $17.5 million. Sustaining capital in Mexico included $1.2 million on leach pad interlift liners and maintenance of the ponds, $0.7 million for component changes, and $2.9 million moving and replacing the agglomerators. Sustaining capital in the first quarter of $5.7 million was as budgeted. The full year sustaining capital guidance remains at $12.5 million.

In addition, development spending of $11.1 million in Mexico was focused on underground development of the San Carlos deposit, waste removal at El Victor and capitalized exploration at San Carlos and La Yaqui. In addition, the Company secured surface access to the Cerro Pelon deposit and commenced exploration and permitting activities. The Company also invested $0.8 million at the Esperanza Gold Project advancing the EIA baseline study work.

Key financial highlights for the three months ended March 31, 2015 and 2014 are presented at the end of this release in Table 1. The unaudited interim consolidated statements of financial position, comprehensive income, and cash flows for the three months ended March 31, 2015 and 2014 are presented at the end of this release in Table 2.

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First Quarter 2015 Operating Results

In the first quarter of 2015, the Mulatos mine (“Mulatos”) produced 38,000 ounces of gold compared to 37,000 ounces in 2014. Open pit, heap leach operations at Mulatos continue to meet expectations and remain the driver of the operation, contributing strong production in the first quarter of 2015.

Grades stacked on the leach pad in the quarter were 15% above the annual budget of 0.80 g/t Au, as the Company continued to benefit from positive grade reconciliations in the Mulatos pit. Grades milled were slightly above budget, however, mill throughput and recoveries were lower than anticipated as optimization of the mill circuit continued throughout the quarter. In the first quarter, the Company installed finer screens to reduce the grind size, and is installing a vertical grinding mill to complement the existing circuit. The Company expects that the new grinding mill will be installed and operational by the end of the second quarter, at a capital cost of approximately $1.5 million. Additionally, a second ILR has been installed which is expected to alleviate the bottleneck in concentrate processing capacity. The current mill configuration is achieving recoveries of approximately 60%, with recoveries expected to improve to 75% with the installation of the vertical grinding mill, at which point the Company expects production from the high-grade mill to improve significantly as throughput is ramped up.

Development of the San Carlos underground deposit continued to be a focus during the first quarter. The Company advanced approximately 360 metres with total development to date of 1,900 metres. The Company is currently mining from two stopes, and has focused development to the east of current mining activities.

Total crusher throughput in the first quarter of 2015 averaged 17,500 tpd, below the annual budgeted rate of 17,850 tpd. During the first quarter of 2015, throughput to the leach pad was consistent with budget despite three days of downtime to relocate the agglomerators. Given the decrease in mill throughput, the Company is building high-grade stockpiles that will be processed once the mill improvements are completed.

The recovery ratio in the first quarter was 72%. This was slightly below the Company’s annual budget of 74% reflecting a lower than budgeted recovery from the high-grade mill.

Cash operating costs of $728 per ounce of gold sold in the first quarter of 2015 were below the Company’s annual guidance range of $800 per ounce, but 33% higher than $546 per ounce reported in the first quarter of 2014. The increase relative to the prior year is attributable to lower grades stacked on the leach pad, and a higher cost per tonne of ore mined. Cash operating costs were lower than budget due to a positive grade reconciliation on material stacked on the leach pad, as well as a lower waste-to-ore ratio. Including royalties, total cash costs were $805 per ounce of gold sold in the first quarter of 2015.

Key operational metrics and production statistics for the first quarter of 2015 compared to the same period of 2014 are presented in Table 3 at the end of this press release.

Turkey Developments

In April 2015, the Company received notice that the injunction order granted against the Turkish Ministry of the Environment and Urbanization's (the "Ministry") approval of the Environmental Impact Assessment ("EIA") for the Ağı Dağı gold project had been dismissed by the Çanakkale Administrative Court. The Ministry previously signed and issued formal approval in the form of an EIA Positive Decision Certificate for Ağı Dağı in August 2014. In January 2015, the Çanakkale Administrative Court in Turkey granted an injunction order against the Ministry's approval of the EIA. The Ministry successfully appealed the ruling with the Çanakkale Administrative Court dismissing the injunction on the basis that the challenge against the EIA approval was registered after the deadline for such challenges to be filed had expired. With this ruling, the Ministry's approval of the EIA has been returned to good standing.

The Company continues to await a ruling from the Turkish High Administrative Court on the Ministry and the Company’s appeal of the Çanakkale Administrative Court’s cancellation of the Ministry’s EIA approval in relation to the Kirazlı main project due to the lack of cumulative impact assessment (“CIA”). The appeal decision remains pending, but is expected to be finalized shortly. In order to address the CIA requirements and concerns of the Court, the Company prepared and submitted a CIA for the Kirazlı project, which has been approved by the Ministry and submitted to the High Court.

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In the first quarter of 2015, total development expenditures in Turkey of $0.6 million were capitalized. A full development budget for Kirazlı and Ağı Dağı will be re-initiated once the required permits are received.

First Quarter 2015 Exploration Update

Total exploration expenditures in the first quarter of 2015 were $4.8 million primarily focused at San Carlos, La Yaqui, Esperanza and Quartz Mountain. Of this amount, $3.1 million at San Carlos, La Yaqui, and Esperanza was capitalized. An additional $1.7 million of spending at Quartz Mountain and administration costs were expensed.

Mulatos

San Carlos was the highest priority for exploration with approximately 10,760 metres (“m”) drilled during the first quarter of 2015. The current drilling is part of the ongoing exploration program to upgrade existing mineral resources and to extend the strike and dip of existing mineralization.

A total of 3,779m was drilled at La Yaqui during the first quarter of 2015. The program included infill drilling within the proposed pit and condemnation and engineering drilling under proposed infrastructure. Results to date from infill drilling are consistent with the existing reserve model.

Highlights from infill drilling include:


•	15YAQ008: 48.8m at 3.60 g/t Au


•	15YAQ024: 65.5m at 1.91 g/t Au


•	15YAQ025: 53.4m at 2.02 g/t Au


•	15YAQ030: 35.1m at 2.92 g/t Au


•	15YAQ018: 51.8m at 1.74 g/t Au


•	15YAQ001: 32m at 2.37 g/t Au


•	15YAQ002: 32m at 2.59 g/t Au


•	15YAQ003: 24.4m at 2.37 g/t Au

Further highlights from the recent drilling completed at La Yaqui are presented in Table 4 at the end of this press release.

Esperanza

The Company capitalized $0.8 million at the Esperanza Gold Project in the first quarter of 2015. These development costs were primarily related to the collection of baseline study data to support resubmission of the EIA. The Company is currently completing preparatory work for a planned geotechnical and exploration drill program.

Quartz Mountain

In the first quarter of 2015, the Company invested $0.8 million at the Quartz Mountain project, which was expensed. A total of 3,945m of drilling was completed at the Quartz Butte and Crone Hill deposits during the first quarter. The current program has the dual objective of validating the existing resource and testing the new geological model. Results received to date have demonstrated strong correlation to the geological model.

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Outlook

In April, the Company announced a merger with AuRico to combine the companies by way of a Plan of Arrangement, creating a new, leading intermediate gold producer. The Merger combines two top-quality, highly-complementary asset portfolios, including two long-life, cash flow-generating gold mines: AuRico’s Young-Davidson mine in Ontario, Canada and Alamos’ Mulatos mine in Sonora, Mexico. The combined company will have geographic and operational diversity, with producing assets in Canada and Mexico and a strong growth development pipeline. Furthermore, it is expected that the combined company will have in excess of $400 million in cash and cash equivalents and short-term investments, providing a strong financial platform for future organic growth or acquisitions. The Company expects the merger to close by the end the second quarter.

Gold production in the first quarter of 2015 of 38,000 ounces benefited from 15% higher grades than budgeted. Offsetting this was lower high-grade production as the Company has reduced high-grade mill throughput until the mill improvements, including installation of a vertical grinding mill, are completed at the end of the second quarter. Starting in the third quarter, the Company will draw on existing stockpiles to ramp up throughput to the high-grade mill, resulting in higher production in the second half of the year. The Company continues to anticipate producing between 150,000 and 170,000 ounces of gold in 2015 at total cash costs and all-in sustaining costs of approximately $865 and $1,100 per ounce of gold sold, respectively.

Underground mining at San Carlos is being conducted in a higher grade portion of the ore body providing budgeted high grade mill feed of 9.5 g/t Au in 2015, above the current mineral reserve grade of 6.72 g/t Au. Development spending at Mulatos in 2015 will be focused on further underground development of San Carlos, pre-stripping of the El Victor open pit and exploration and development of the Cerro Pelon and La Yaqui satellite deposits.

The Company expects to continue generating sufficient cash flow to fund its sustaining and development capital spending and exploration budget at Mulatos in 2015 at a $1,200 per ounce gold price. The Company continues to operate Mulatos in a manner designed to optimize long-term economics. Costs have risen in the near term though are expected to improve as grades increase and the waste-to-ore ratio normalizes to life-of-mine levels beyond 2015. Mulatos will be further bolstered by the development of Cerro Pelon and La Yaqui, the latter of which is expected to start contributing low cost production growth in the fourth quarter of 2016. With Cerro Pelon and La Yaqui averaging double the 2015 budgeted heap leach grade, these deposits are expected to both increase production and drive costs substantially lower.

In April 2015, the Company received notice that the injunction order granted against the Turkish Ministry's approval of the EIA for the Ağı Dağı gold project was dismissed by the Çanakkale Administrative Court. With this ruling, the Ministry's earlier approval of the EIA has been returned to good standing. The Company continues to await a ruling from the Turkish High Administrative Court on the Ministry’s and the Company’s appeal of the Çanakkale Administrative Court’s cancellation of the Ministry’s EIA approval in relation to the Kirazlı main project due to the lack of a CIA. The appeal decision remains pending, but is expected to be finalized shortly. The Company remains confident that these permits will be granted, and views the recent court decision with respect to the Ağı Dağı EIA as a strong endorsement of the Company's Turkish projects. Gold production from the first of the Company’s Turkish projects, Kirazlı, is expected within 18 months of receipt of the outstanding forestry and operating permits.

Work in support of an EIA submission for the Esperanza Gold Project in 2015 is underway as well as completion of an internal feasibility study to further support development of the project. Drilling at the Quartz Mountain Property focused on validating the existing mineral resources continued in the first quarter and is expected to be completed in the second quarter of 2015.

The Company’s financial position remains strong, with approximately $405.5 million in working capital and no debt. The Company is well positioned to deliver on its development project pipeline, however, the lower gold price environment further emphasizes the strategic importance of financial strength and flexibility and the Company is evaluating its capital allocation decisions accordingly.

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Associated Documents

This press release should be read in conjunction with the Company’s interim consolidated financial statements for the three-month periods ended March 31, 2015 and March 31, 2014 and associated Management’s Discussion and Analysis (“MD&A”), which are available from the Company's website, www.alamosgold.com, in the "Investors" section under "Reports and Financials", and on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

Reminder of First Quarter 2015 Results Conference Call

The Company's senior management will host a conference call on Thursday, May 7, 2015 at 12:00 pm ET to discuss the first quarter 2015 financial results and provide an update on operating, exploration, and development activities.

Participants may join the conference call by dialling (416) 340-8527 or (877) 677-0837 for calls within Canada and the United States, or via webcast at www.alamosgold.com.

A playback will be available until May 21, 2015 by dialling (905) 694-9451 or (800) 408-3053 within Canada and the United States. The pass code is 9307353. The webcast will be archived at www.alamosgold.com.

Qualified Persons

The Mulatos District exploration program is being reviewed by Director of Exploration & Corporate Development, Aoife McGrath, M.Sc., M.AIG, who is a Qualified Persons within the meaning of National Instrument 43-101. All field work is directly supervised and directed by Kristen Simpson, P.Geo., Alamos' Exploration Manager (Mexico), a Qualified Person as defined by National Instrument 43-101 of the Canadian Securities Administrators.

Drilling, sampling, QA/QC protocols and analytical methods for work areas in Mexico are as outlined in the NI 43-101 report titled, “Mulatos Project Technical Report Update” dated December 21, 2012, which can be viewed on SEDAR (www.sedar.com).

About Alamos

Alamos is an established Canadian-based gold producer that owns and operates the Mulatos Mine in Mexico, and has exploration and development activities in Mexico, Turkey and the United States. The Company employs more than 500 people and is committed to the highest standards of sustainable development. As of May 5, 2015, Alamos had 127,357,486 common shares outstanding (140,164,052 shares fully diluted), which are traded on the TSX and NYSE under the symbol “AGI”.

FOR FURTHER INFORMATION, PLEASE CONTACT:



Scott K. Parsons
Director, Investor Relations
(416) 368-9932 x 439

The TSX and NYSE have not reviewed and do not accept responsibility for the adequacy or accuracy of this release.

Cautionary Note

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This News Release includes certain “forward-looking statements”. All statements other than statements of historical fact included in this release, including without limitation statements regarding forecast gold production, gold grades, recoveries, waste-to-ore ratios, total cash costs, potential mineralization and reserves, exploration results, and future plans and objectives of Alamos, are forward-looking statements that involve various risks and uncertainties. These forward-looking statements include, but are not limited to, statements with respect to mining and processing of mined ore, achieving projected recovery rates, anticipated production rates and mine life, operating efficiencies, costs and expenditures, changes in mineral resources and conversion of mineral resources

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to proven and probable reserves, and other information that is based on forecasts of future operational or financial results, estimates of amounts not yet determinable and assumptions of management.

Exploration results that include geophysics, sampling, and drill results on wide spacings may not be indicative of the occurrence of a mineral deposit. Such results do not provide assurance that further work will establish sufficient grade, continuity, metallurgical characteristics and economic potential to be classed as a category of mineral resource. A mineral resource that is classified as “inferred” or “indicated” has a great amount of uncertainty as to its existence and economic and legal feasibility. It cannot be assumed that any or part of an “indicated mineral resource” or “inferred mineral resource” will ever be upgraded to a higher category of resource. Investors are cautioned not to assume that all or any part of mineral deposits in these categories will ever be converted into proven and probable reserves.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements.

There can be no assurance that forward-looking statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Alamos’ expectations include, among others, risks related to international operations, the actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined as well as future prices of gold and silver, as well as those factors discussed in the section entitled “Risk Factors” in Alamos’ Annual Information Form. Although Alamos has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Note to U.S. Investors

Alamos prepares its disclosure in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Terms relating to mineral resources in this presentation are defined in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy, and Petroleum Standards on Mineral Resources and Mineral Reserves. The United States Securities and Exchange Commission (the “SEC”) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. Alamos may use certain terms, such as “measured mineral resources”, “indicated mineral resources”, “inferred mineral resources” and “probable mineral reserves” that the SEC does not recognize (these terms may be used in this presentation and are included in the public filings of Alamos, which have been filed with the SEC and the securities commissions or similar authorities in Canada).

Cautionary non-GAAP Measures and Additional GAAP Measures

Note that for purposes of this section, GAAP refers to IFRS. The Company believes that investors use certain non-GAAP and additional GAAP measures as indicators to assess gold mining companies. They are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP. Non-GAAP and additional GAAP measures do not have a standardized meaning prescribed under IFRS and therefore may not be comparable to similar measures presented by other companies.


(i)	Cash flow from operating activities before changes in non-cash working capital

“Cash flow from operating activities before changes in non-cash working capital” is a non-GAAP performance measure that could provide an indication of the Company’s ability to generate cash flows from operations, and is calculated by adding back the change in non-cash working capital to “Cash provided by (used in) operating activities” as presented on the Company’s consolidated statements of cash flows.

The following table reconciles the non-GAAP measure to the consolidated statements of cash flows.



	Q1 2015		Q1 2014
Cash flow from operating activities - IFRS (000)	$2,440		$7,265
Changes in non-cash working capital (000)	(4,933	)	(8,674	)
Cash flow from operating activities before changes in non-cash working capital (000)	$7,373		$15,939

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(ii)	Mining cost per tonne of ore

“Mining cost per tonne of ore” and “Cost per tonne of ore” are non-GAAP performance measures that could provide an indication of the mining and processing efficiency and effectiveness of the mine. These measures are calculated by dividing the relevant mining and processing costs and total costs by the tonnes of ore processed in the period. “Cost per tonne of ore” is usually affected by operating efficiencies and waste-to-ore ratios in the period. The following table reconciles the non-GAAP measure to the consolidated statements of comprehensive income.



	Q1 2015		Q1 2014
Mining and processing costs - IFRS (000)	$26,616		$17,546
Inventory adjustments and period costs (000)	(2,103	)	3,841
Total cost (000)	$24,513		$21,387
Tonnes Ore stacked / milled (000)	1,572		1,514
Total cost per tonne of ore	$15.59		$14.13


(iii)	Cash operating costs per ounce and total cash costs per ounce

“Cash operating costs per ounce” and “total cash costs per ounce” as used in this analysis are non-GAAP terms typically used by gold mining companies to assess the level of gross margin available to the Company by subtracting these costs from the unit price realized during the period. These non-GAAP terms are also used to assess the ability of a mining company to generate cash flow from operations. There may be some variation in the method of computation of “cash operating costs per ounce” as determined by the Company compared with other mining companies. In this context, “cash operating costs per ounce” reflects the cash operating costs allocated from in-process and dore inventory associated with ounces of gold sold in the period. “Cash operating costs per ounce” may vary from one period to another due to operating efficiencies, waste-to-ore ratios, grade of ore processed and gold recovery rates in the period. “Total cash costs per ounce” includes “cash operating costs per ounce” plus applicable royalties. Cash operating costs per ounce and total cash costs per ounce are exclusive of exploration costs.

The following table reconciles these non-GAAP measure to the consolidated statements of comprehensive income.



	Q1 2015	Q1 2014
Mining and processing costs - IFRS (000)	$26,616	$17,546
Divided by: Gold ounces sold	36,556	32,161
Total Cash operating costs per ounce	$728	$546

Mining and processing costs - IFRS (000)	$26,616	$17,546
Royalties - IFRS (000)	2,820	$2,305
Total Cash costs (000)	$29,436	$19,851
Divided by: Gold ounces sold	36,556	32,161
Total Cash costs per ounce	$805	$617


(iv)	All-in sustaining cost per ounce

Effective 2013, in conjunction with a non-GAAP initiative being undertaken by the gold mining industry, the Company adopted an “all-in sustaining cost per ounce” non-GAAP performance measure. The Company believes the measure more fully defines the total costs associated with producing gold; however, this performance measure has no standardized meaning. Accordingly, there may be some variation in the method of computation of “all-in sustaining cost per ounce” as determined by the Company compared with other mining companies. In this context, “all-in sustaining cost per ounce” reflects total mining and processing costs, corporate and administrative costs, exploration costs, sustaining capital, and other operating costs. Sustaining capital expenditures are expenditures that do not increase annual gold ounce production at a mine site and excludes all expenditures at the Company’s development projects as well as certain expenditures at the Company’s operating sites that are deemed expansionary in nature.

9 | Alamos Gold Inc

T R A D I N G S Y M B O L : T S X : A G I N Y S E : A G I

The following table reconciles these non-GAAP measures to the consolidated statements of comprehensive income.



	Q1 2015	Q1 2014
Mining and processing costs (000)	$26,616	$17,546
Royalties (000)	2,820	2,305
Corporate and administration (000)⁽¹⁾	2,782	3,534
Share-based compensation (000)	1,118	(784		)
Exploration costs (000)⁽²⁾	1,414	2,973
Reclamation cost accretion (000)	359	341
Sustaining capital expenditures (000)	5,655	3,288
	$40,764		$29,203
Divided by: Gold ounces sold	36,556	32,161
All-in sustaining cost per ounce	$1,115	$908


(1)	Excludes corporate and administration costs incurred at the Company’s development projects.


(2)	Excludes exploration associated with the Company’s development projects.


(v)	All-in cost

Effective 2013, in conjunction with a non-GAAP initiative being undertaken by the gold mining industry, the Company is adopting an “all-in cost per ounce” non-GAAP performance measure; however, this performance measure has no standardized meaning. Accordingly, there may be some variation in the method of computation of “all-in cost per ounce” as determined by the Company compared with other mining companies. In this context, “all-in cost per ounce” reflects total all-in sustaining cash costs, plus capital, operating, and exploration costs associated with the Company’s development projects.



	Q1 2015		Q1 2014
All-in sustaining cost (above)	$40,764		$29,203
Add: Development and expansion capital (000)	10,351		4,921
Add: Other development and exploration (000)	1,810		1,179
Add: Development project corporate and administration (000)	1,456		550
	54,381		35,853
Divided by: Gold ounces sold	36,556		32,161
All-in cost per ounce		$1,488		$1,115


(vi)	Other additional GAAP measures

Additional GAAP measures that are presented on the face of the Company’s consolidated statements of comprehensive income and are not meant to be a substitute for other subtotals or totals presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures. The following additional GAAP measures are used and are intended to provide an indication of the Company’s mine and operating performance:

Mine operating costs - represents the total of mining and processing, royalties, and amortization expense


•	Earnings from mine operations - represents the amount of revenues in excess of mining and processing, royalties, and amortization expense


•	Earnings from operations - represents the amount of earnings before net finance income/expense, foreign exchange gain/loss, other income/loss, and income tax expense

10 | Alamos Gold Inc

T R A D I N G S Y M B O L : T S X : A G I N Y S E : A G I

Table 1: Financial Highlights



	Q1 2015		Q1 2014
Cash provided by operating activities before changes in non-cash working capital (000) ^{(1) (2)}	$7,373		$15,939
Changes in non-cash working capital	($4,933	)	($8,674	)
Cash provided by operating activities (000)	$2,440		$7,265
Earnings before income taxes (000)	$4,992		$4,720
Earnings (000)	$2,215		$2,746
Earnings per share
- basic	$0.02		$0.02
- diluted	$0.02		$0.02
Comprehensive income (000)	$2,546		$2,246
Weighted average number of common shares outstanding
- basic	127,357,000		127,483,000
- diluted	127,357,000		127,499,000
Assets (000) ⁽³⁾	$881,854		$879,511


1.	A non-GAAP measure calculated as cash provided by operating activities as presented on the consolidated statements of cash flows and adding back changes in non-cash working capital.


2.	Refer to “Cautionary non-GAAP Measures and Additional GAAP Measures” disclosure at the end of this press release for a description and calculation of this measure.


3.	Assets are shown as at March 31, 2015 and December 31, 2014.

11 | Alamos Gold Inc

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Table 2: Unaudited Consolidated Statements of Financial Position, Comprehensive

Income, and Cash Flows

ALAMOS GOLD INC.

Consolidated Statements of Financial Position

(Unaudited - stated in thousands of United States dollars)



	2015		2014
A S S E T S
Current Assets
Cash and cash equivalents	$351,441		$353,293
Short-term investments	—		4,792
Available-for-sale securities	162		2,201
Amounts receivable	12,402		8,950
Income taxes receivable	14,191		15,534
Advances and prepaid expenses	4,445		4,750
Inventory	55,115		55,358
Total Current Assets	437,756		444,878

Non-Current Assets
Other non-current assets	6,639		5,861
Exploration and evaluation assets	221,538		220,132
Mineral property, plant and equipment	215,921		208,640
Total Assets	$881,854		$879,511

L I A B I L I T I E S
Current Liabilities
Accounts payable and accrued liabilities	$32,241		$33,389
Total Current Liabilities	32,241		33,389

Non-Current Liabilities
Deferred income taxes	40,115		39,815
Decommissioning liability	22,559		22,302
Other liabilities	503		671
Total Liabilities	95,418		96,177

E Q U I T Y
Share capital	$509,068		$509,068
Warrants	21,667		21,667
Contributed surplus	26,758		26,202
Accumulated other comprehensive loss	(510	)	(841	)
Retained earnings	229,453		227,238
Total Equity	786,436		783,334
Total Liabilities and Equity	$881,854		$879,511

12 | Alamos Gold Inc

T R A D I N G S Y M B O L : T S X : A G I N Y S E : A G I

ALAMOS GOLD INC.

Consolidated Statements of Comprehensive Income

For the three-month periods ended March 31, 2015 and 2014

(Unaudited - stated in thousands of United States dollars, except per share amounts)



	2015		2014
OPERATING REVENUES	$44,728		$41,511

MINE OPERATING COSTS
Mining and processing	26,616		17,546
Royalties	2,820		2,305
Amortization	8,954		11,384
	38,390		31,235
EARNINGS FROM MINE OPERATIONS	6,338		10,276

EXPENSES
Exploration	1,733		1,435
Corporate and administrative	3,438		4,084
Share-based compensation	1,118		(784	)
	6,289		4,735
EARNINGS FROM OPERATIONS	49		5,541

OTHER INCOME (EXPENSES)
Finance income	607		719
Financing expense	(360	)	(346	)
Foreign exchange loss	(1,767	)	(311	)
Other income/(loss)	6,463		(883	)
EARNINGS BEFORE INCOME TAXES	4,992		4,720
INCOME TAXES
Current tax (expense)/recovery	(2,477	)	226
Deferred tax expense	(300	)	(2,200	)
EARNINGS	$2,215		$2,746

Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:
- Unrealized loss on securities	(145	)	(500	)
- Unrealized loss on derivative contracts	(150	)	—
- Reclassification of realized losses on available-for-sale securities included in earnings	626		—
COMPREHENSIVE INCOME FOR THE PERIOD	$2,546		$2,246

EARNINGS PER SHARE FOR THE PERIOD
– basic	$0.02		$0.02
– diluted	$0.02		$0.02
Weighted average number of common shares outstanding
- basic	127,357,000		127,483,000
- diluted	127,357,000		127,499,000

13 | Alamos Gold Inc

T R A D I N G S Y M B O L : T S X : A G I N Y S E : A G I

ALAMOS GOLD INC.

Consolidated Statements of Cash Flows

For the three-month periods ended March 31, 2015 and 2014

(Unaudited - stated in thousands of United States dollars)



	2015		2014
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Earnings for the period	$2,215		$2,746
Adjustments for items not involving cash:
Amortization	8,954		11,384
Financing expense	360		346
Unrealized foreign exchange loss	1,296		410
Deferred tax expense	300		2,200
Share-based compensation	1,118		(784	)
Gain on disposal of mineral property, plant and equipment	(6,975	)	—
Other	105		(363	)
Changes in non-cash working capital:
Fair value of forward contracts	150		—
Amounts receivable	(2,552	)	(2,315	)
Inventory	(702	)	(5,238	)
Advances and prepaid expenses	306		1,559
Accounts payable and accrued liabilities, and income taxes payable	(2,135	)	(2,680	)
	2,440		7,265
INVESTING ACTIVITIES
Sales of securities	2,255		835
Short-term investments (net)	4,792		(2,072	)
Contractor advances	—		(1,100	)
Proceeds on sale of mineral property, plant and equipment	7,460		—
Exploration and evaluation assets	(1,406	)	(1,340	)
Mineral property, plant and equipment	(16,093	)	(9,603	)
	(2,992	)	(13,280	)
FINANCING ACTIVITIES
Shares repurchased and cancelled	—		(3,233	)
	—		(3,233	)
Effect of exchange rates on cash and cash equivalents	(1,300	)	(375	)
Net increase in cash and cash equivalents	(1,852	)	(9,623	)
Cash and cash equivalents - beginning of year	353,293		409,663
CASH AND CASH EQUIVALENTS - END OF PERIOD	$351,441		$400,040

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Table 3: Production Summary & Statistics ⁽¹⁾



Production summary	Q1 2015		Q1 2014		Change (#)		Change (%)
Ounces produced ⁽¹⁾	38,000		37,000		1,000		3	%

Crushed ore stacked on leach pad (tonnes) ⁽²⁾	1,552,000		1,483,500		68,500		5	%
Grade (g/t Au)	0.92		1.03		(0.11	)	(11	%)
Contained ounces stacked	45,900		49,100		(3,200	)	(7	%)

Crushed ore milled (tonnes)	20,350		30,100		(9,750	)	(32	%)
Grade (g/t Au)	10.37		3.28		7.09		216	%
Contained ounces milled	6,800		3,200		3,600		113	%

Ratio of total ounces produced to contained ounces stacked and milled	72	%	71	%	1	%	1	%

Total ore mined (tonnes) ⁽³⁾	1,863,000		1,748,000		115,000		7	%
Waste mined (tonnes)	1,143,000		950,000		193,000		20	%
Total mined (tonnes)	3,006,000		2,698,000		308,000		11	%

Waste-to-ore ratio	0.61		0.54		0.07		13	%

Ore crushed per day (tonnes) - combined	17,500		16,800		700		4	%


(1)	Reported gold production for Q1 2015 is subject to final refinery settlement and may be adjusted.


(2)	Excludes mill tailings stacked on the heap leach pad during the period.


(3)	Includes ore stockpiled during the period.

15 | Alamos Gold Inc

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Table 4: La Yaqui - Composite Intervals (Intercepts calculated at a 0.3 g/t cut-off. Minimum width of 3m and maximum interval waste of 1.55m)



Hole ID	Azimuth / Dip (º)	Drill Type	From (m)	To (m)	Interval (m)	Gold (g/t)
15YAQ001	185 / -63	RC	0	32	32	2.374
			51.8	59.5	7.6	0.465
			62.5	68.6	6.1	0.561
15YAQ002	123 / -46	RC	0	32	32	2.59
15YAQ002	123 / -46	RC	10.7	13.7	3.1	5.1
15YAQ003	121 / -63	RC	0	24.4	24.4	2.374
15YAQ003	121 / -63	RC	incl. 4.6	7.6	3	6.599
15YAQ004	279 / -64	RC	0	24.4	24.4	2.158
			incl. 1.5	3	1.5	5.9
			30.5	36.6	6.1	0.434
15YAQ005	312 / -39	RC	0	56.4	56.4	1.025
15YAQ006	198 / -63	RC	0	36.6	36.6	0.866
15YAQ007	314 / -51	RC	0	29	29	1.435
15YAQ008	117 / -51	RC	0	48.8	48.8	3.601
			incl. 4.6	10.7	6.1	7.934
			incl. 24.4	29	4.6	11.403
15YAQ009	331 / -50	RC	0	16.8	16.8	1.398
15YAQ009	331 / -50	RC	24.4	30.5	6.1	0.924
15YAQ010	146 / -54	RC	0	30.5	30.5	1.042
15YAQ011	165 / -44	RC	0	35.1	35.1	0.86
15YAQ011	165 / -44	RC	38.1	41.2	3	0.584
15YAQ012	214 / -78	RC	0	21.3	21.3	1.23
15YAQ014	151 / -72	RC	0	9.2	9.2	0.695
15YAQ015	328 / -55	RC	0	12.2	12.2	1.383
15YAQ015	328 / -55	RC	16.8	27.4	10.7	0.763
15YAQ016	130 / -44	RC	0	25.9	25.9	2.715
			incl.6.1	9.2	3.1	8.592
			29	42.7	13.7	0.493
			47.3	51.8	4.6	0.536
			73.2	76.2	3	0.323
15YAQ018	160 / -44	RC	0	51.8	51.8	1.737
			incl. 6.1	9.2	3.1	6.845
			61	64	3	0.382
			76.2	83.8	7.6	0.484
15YAQ020	139 / -35	139	0	19.8	19.8	1.028
			29	33.5	4.6	0.47
			39.6	42.7	3	0.453
			53.4	56.4	3	0.577
			64	67.1	3	0.464
			70.1	73.2	3	1.052
			80.8	83.8	3	0.426
15YAQ022	150 / -69	DDH	0	3	3	0.379
15YAQ023	302 / -82	RC	0	32	32	2.054
15YAQ023	302 / -82	RC	incl. 7.6	9.2	1.5	5.7
15YAQ024	265 / -50	RC	0	65.5	65.5	1.91
			incl. 21.3	30.5	9.1	6.752
			71.7	74.7	3	0.351
15YAQ025	212 / -58	RC	0	53.4	53.4	2.024
15YAQ027	87 / -85	RC	4.6	6.1	1.5	8.5
15YAQ028	133 / -48	RC	68.6	76.2	7.6	0.446
15YAQ030	317 / -44	RC	0	35.1	35.1	2.915
			incl. 4.6	6.1	1.5	10.7
			incl. 21.3	22.9	1.5	5.9
			29	30.5	1.5	6.6

16 | Alamos Gold Inc

ALAMOS GOLD INC.

FIRST QUARTER 2015 REPORT

March 31, 2015

(Based on International Financial Reporting Standards (“IFRS”) and stated in thousands of United States dollars, unless otherwise indicated)

INDEX

Unaudited Condensed Interim Consolidated Financial Statements

▪Consolidated Statements of Financial Position

▪Consolidated Statements of Comprehensive Income

▪Consolidated Statements of Changes in Equity

▪Consolidated Statements of Cash Flows

▪Notes to Condensed Interim Consolidated Financial Statements



		FIRST QUARTER REPORT 2015

ALAMOS GOLD INC.

Consolidated Statements of Financial Position

(Unaudited - stated in thousands of United States dollars)



	2015		2014
A S S E T S
Current Assets
Cash and cash equivalents	$351,441		$353,293
Short-term investments	—		4,792
Available-for-sale securities (note 4)	162		2,201
Amounts receivable (note 4)	12,402		8,950
Income taxes receivable (note 4)	14,191		15,534
Advances and prepaid expenses	4,445		4,750
Inventory (note 5)	55,115		55,358
Total Current Assets	437,756		444,878

Non-Current Assets
Other non-current assets (note 5)	6,639		5,861
Exploration and evaluation assets (note 6)	221,538		220,132
Mineral property, plant and equipment (note 7)	215,921		208,640
Total Assets	$881,854		$879,511

L I A B I L I T I E S
Current Liabilities
Accounts payable and accrued liabilities	$32,241		$33,389
Total Current Liabilities	32,241		33,389

Non-Current Liabilities
Deferred income taxes	40,115		39,815
Decommissioning liability (note 9)	22,559		22,302
Other liabilities	503		671
Total Liabilities	95,418		96,177

E Q U I T Y
Share capital (note 10a)	$509,068		$509,068
Warrants	21,667		21,667
Contributed surplus	26,758		26,202
Accumulated other comprehensive loss	(510	)	(841	)
Retained earnings	229,453		227,238
Total Equity	786,436		783,334
Total Liabilities and Equity	$881,854		$879,511
Commitments and Contingencies (note 12)
Subsequent events (note 13)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.



2	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015

ALAMOS GOLD INC.

Consolidated Statements of Comprehensive Income

For the three-month periods ended March 31, 2015 and 2014

(Unaudited - stated in thousands of United States dollars, except per share amounts)



	2015		2014
OPERATING REVENUES	$44,728		$41,511

MINE OPERATING COSTS
Mining and processing	26,616		17,546
Royalties (note 12a)	2,820		2,305
Amortization	8,954		11,384
	38,390		31,235
EARNINGS FROM MINE OPERATIONS	6,338		10,276

EXPENSES
Exploration	1,733		1,435
Corporate and administrative	3,438		4,084
Share-based compensation (notes 10 d, e, f)	1,118		(784	)
	6,289		4,735
EARNINGS FROM OPERATIONS	49		5,541

OTHER INCOME (EXPENSES)
Finance income	607		719
Financing expense	(360	)	(346	)
Foreign exchange loss	(1,767	)	(311	)
Other income/(loss) (note 7)	6,463		(883	)
EARNINGS BEFORE INCOME TAXES	4,992		4,720
INCOME TAXES
Current tax (expense)/recovery	(2,477	)	226
Deferred tax expense	(300	)	(2,200	)
EARNINGS	$2,215		$2,746

Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:
- Unrealized loss on securities	(145	)	(500	)
- Unrealized loss on derivative contracts	(150	)	—
- Reclassification of realized losses on available-for-sale securities included in earnings	626		—
COMPREHENSIVE INCOME FOR THE PERIOD	$2,546		$2,246

EARNINGS PER SHARE FOR THE PERIOD (note 10 g)
– basic	$0.02		$0.02
– diluted	$0.02		$0.02
Weighted average number of common shares outstanding
- basic	127,357,000		127,483,000
- diluted	127,357,000		127,499,000

The accompanying notes form an integral part of these condensed interim consolidated financial statements.



3	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015

ALAMOS GOLD INC.

Consolidated Statements of Changes in Equity

For the three-month periods ended March 31, 2015 and 2014

(Unaudited - stated in thousands of United States dollars)



	Number of shares outstanding		Share capital		Warrants	Contributed surplus	Accumulated other comprehensive loss		Retained earnings		Total Equity
Balance at January 1, 2014	127,708,986		$510,473		$21,667	$24,236	($1,093	)	$256,664		$811,947
Share-based compensation	—		—		—	360	—		—		360
Shares repurchased and cancelled	(351,500	)	(1,405	)	—	—	—		(1,828	)	(3,233	)
Dividends	—		—		—	—	—		(12,736	)	(12,736	)
Earnings	—		—		—	—	—		2,746		2,746
Other comprehensive loss (tax impact; nil)	—		—		—	—	(500	)	—		(500	)
Balance at March 31, 2014	127,357,486		$509,068		$21,667	$24,596	($1,593	)	$244,846		$798,584

	Number of shares outstanding		Share capital		Warrants	Contributed surplus	Accumulated other comprehensive Income/(loss)		Retained earnings		Total Equity
Balance at January 1, 2015	127,357,486		$509,068		$21,667	$26,202	($841	)	$227,238		$783,334
Share-based compensation	—		—		—	556	—		—		556
Earnings	—		—		—	—	—		2,215		2,215
Other comprehensive income (tax impact; nil)	—		—		—	—	331		—		331
Balance at March 31, 2015	127,357,486		$509,068		$21,667	$26,758	($510	)	$229,453		$786,436

The accompanying notes form an integral part of these condensed interim consolidated financial statements.



4	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015

ALAMOS GOLD INC.

Consolidated Statements of Cash Flows

For the three-month periods ended March 31, 2015 and 2014

(Unaudited - stated in thousands of United States dollars)



	2015		2014
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Earnings for the period	$2,215		$2,746
Adjustments for items not involving cash:
Amortization	8,954		11,384
Financing expense	360		346
Unrealized foreign exchange loss	1,296		410
Deferred tax expense	300		2,200
Share-based compensation	1,118		(784	)
Gain on disposal of mineral property, plant and equipment	(6,975	)	—
Other	105		(363	)
Changes in non-cash working capital:
Fair value of forward contracts	150		—
Amounts receivable	(2,552	)	(2,315	)
Inventory	(702	)	(5,238	)
Advances and prepaid expenses	306		1,559
Accounts payable and accrued liabilities, and income taxes payable	(2,135	)	(2,680	)
	2,440		7,265
INVESTING ACTIVITIES
Sales of securities	2,255		835
Short-term investments (net)	4,792		(2,072	)
Contractor advances	—		(1,100	)
Proceeds on sale of mineral property, plant and equipment	7,460		—
Exploration and evaluation assets	(1,406	)	(1,340	)
Mineral property, plant and equipment	(16,093	)	(9,603	)
	(2,992	)	(13,280	)
FINANCING ACTIVITIES
Shares repurchased and cancelled	—		(3,233	)
	—		(3,233	)
Effect of exchange rates on cash and cash equivalents	(1,300	)	(375	)
Net increase in cash and cash equivalents	(1,852	)	(9,623	)
Cash and cash equivalents - beginning of year	353,293		409,663
CASH AND CASH EQUIVALENTS - END OF PERIOD	$351,441		$400,040

Supplemental information:
Interest paid	$ -		$ -
Interest received	$589		$701
Income taxes paid	$ -		$ -

The accompanying notes form an integral part of these condensed interim consolidated financial statements.



5	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015

ALAMOS GOLD INC.

Notes to Condensed Interim Consolidated Financial Statements

March 31, 2015 and 2014

(Unaudited - stated in United States dollars, unless otherwise indicated)



1.	NATURE OF OPERATIONS

Alamos Gold Inc., a resident Canadian company, and its wholly-owned subsidiaries (collectively the “Company”) are engaged in the acquisition, exploration, development and extraction of precious metals. The Company owns and operates the Mulatos mine and holds the mineral rights to the Salamandra group of concessions in the State of Sonora, Mexico, which includes several known satellite gold occurrences. In addition, the Company owns the Ağı Dağı, Kirazlı and Çamyurt gold development projects in Turkey. In 2013, the Company acquired the Esperanza Gold Project in the state of Morelos, Mexico, as well as an option to acquire a 100% interest in the Quartz Mountain Gold Project in Oregon, USA.



2.	BASIS OF PREPARATION

Statement of Compliance

These condensed interim consolidated financial statements have been prepared in accordance with IFRS applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting, and as such do not contain all disclosures required for annual financial statements.

The policies applied in these condensed interim consolidated financial statements are consistent with the policies disclosed in Notes 2 and 3 of the consolidated financial statements for the year ended December 31, 2014. These condensed interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2014.

The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on May 5, 2015.



3.	FUTURE ACCOUNTING POLICY CHANGES ISSUED BUT NOT YET IN EFFECT

The following are new pronouncements approved by the IASB. The following new standards and interpretations are not yet effective and have not been applied in preparing these financial statements, however, they may impact future periods.

(i) IFRS 9 Financial Instruments (Revised) was issued by the IASB in October 2010. It incorporates revised requirements for the classification and measurement of financial liabilities, and carrying over the existing derecognition requirements from IAS 39 Financial Instruments: Recognition and Measurement. The revised financial liability provisions maintain the existing amortised cost measurement basis for most liabilities. New requirements apply where an entity chooses to measure a liability at fair value through profit or loss – in these cases, the portion of the change in fair value related to changes in the entity's own credit risk is presented in other comprehensive income rather than within profit or loss. On July 24, 2014, the IASB issued the final version of IFRS 9 with an effective adoption date of January 1, 2018, with early adoption permitted. The impact of IFRS 9 on the Company’s financial instruments has not yet been determined.

(ii) IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) was issued in May 2014, which covers principles for reporting about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. IFRS 15 is effective for annual periods beginning on or after December 15, 2017. The Company has commenced a review process to determine the impact of adopting this standard on its consolidated financial statements.

(iii) IAS 16 Property, Plant and Equipment (IAS 16) and IAS 38, Intangibles (IAS 38) were issued in May 2014 and prohibit the use of revenue-based depreciation methods for property, plant and equipment and limits the use of revenue-based amortization for intangible assets. These amendments are effective for annual periods beginning on or after January 1, 2016 and are to be applied



6	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015

prospectively. The Company does not expect that the adoption of these amendments will have a material impact on its consolidated financial statements.



4.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT


a)	Financial Assets and Liabilities

The carrying values of the Company’s financial instruments are classified into the following categories:



	March 31, 2015		December 31, 2014
	($000)		($000)
Fair value through profit or loss (“FVTPL”) ⁽¹⁾	351,441		358,085
Available-for-sale securities ⁽²⁾	162		2,201
Loans and receivables ⁽³⁾	26,593		24,484
Derivative contracts designated as FVTPL⁽⁴⁾	—		—
Derivative contracts designated as effective hedges ⁽⁵⁾	(375	)	(225	)
Other financial liabilities ⁽⁶⁾	(31,954	)	(33,266	)


⁽¹⁾	Includes cash of $208.5 million (December 31, 2014 - $209.3 million), cash equivalents of $142.9 million (December 31, 2014 – $143.9 million) and nominal short-term investments (December 31, 2014 – $4.8 million).


⁽²⁾	Includes the Company’s investment in the common shares of publicly traded entities.


⁽³⁾	Includes amounts receivable and income tax receivable.


⁽⁴⁾	Includes the Company’s foreign currency forward contracts and gold forward contracts which, for accounting purposes, are not designated as effective hedges. These are classified within accounts payable and accrued liabilities in the consolidated balance sheet.


⁽⁵⁾	Includes the Company's foreign currency collar contracts which are designated as effective hedges for accounting purposes which are recorded in accounts payable and accrued liabilities.


⁽⁶⁾	Includes all other accounts payable and accrued liabilities, income taxes payable, and certain other liabilities.

For all financial assets and liabilities listed above, fair value equals carrying value as at March 31, 2015 and December 31, 2014.


b)	Derivative Financial Instruments

The Company may utilize financial instruments to manage the risks associated with fluctuations in the market price of gold and foreign exchange rates. As at March 31, 2015, the Company had not outstanding gold forward contracts. The mark-to-market loss associated with outstanding gold forward contracts as at December 31, 2014 was nominal.

At March 31, 2015, the Company had an outstanding contract to deliver $5 million Canadian dollars (“CAD”) in exchange for a fixed amount of USD on May 29, 2015, at a rate of CAD:USD 1.27:1. The mark-to-market gain associated with these contracts as at March 31, 2015 was nominal (December 31, 2014 – nominal).

The Company has entered into foreign exchange collar contracts to hedge a portion of its Mexican peso denominated operating expenditures. The Company has entered into contracts totaling $18 million as at March 31, 2015, with scheduled expiries monthly throughout 2015. The mark-to-market loss associated with these contracts as at March 31, 2015 was $0.4 million (December 31, 2014 - $0.2 million). The transactions have been designated as effective hedges, with changes in fair value recorded in other comprehensive income (loss).



7	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015



5.	INVENTORY



	March 31, 2015		December 31, 2014
	($000)		($000)
Precious metals dore and refined precious metals	11,985		10,680
In-process precious metals	24,363		27,064
Ore in stockpiles	6,639		5,861
Parts and supplies	18,767		17,614
	61,754		61,219
Less: Non-current portion	(6,639	)	(5,861	)
	$55,115		$55,358

The carrying value of inventory is calculated using weighted average cost. The amount of inventory charged to operations as mining and processing costs during the three-month period ended March 31, 2015 was $27.0 million (March 31, 2014 - $16.8 million). The amount of inventory charged to operations as amortization in the three-month period ended March 31, 2015 was $6.0 million (March 31, 2014 - $10.9 million).



6.	EXPLORATION AND EVALUATION ASSETS

The Company classifies the Aği Daği, Kirazlı, and Çamyurt Projects in Turkey, the Esperanza Gold Project in Mexico, and the Quartz Mountain Project in Oregon as exploration and evaluation assets. Exploration and evaluation assets are not subject to amortization.

The following is a continuity of the Company’s exploration and evaluation assets for the three-month period ended March 31, 2015.



	Mexico	Turkey	United States	Total
	($000)	($000)	($000)	($000)

Cost as at January 1, 2014	63,633	$145,090	5,664	$214,387
Additions	4,054	1,691	—	5,745
Cost as at December 31, 2014	$67,687	$146,781	$5,664	$220,132
Additions	765	641	—	1,406
Cost as at March 31, 2015	$68,452	$147,422	$5,664	$221,538



7.	MINERAL PROPERTY, PLANT AND EQUIPMENT

The Company owns 100% of the Salamandra group of concessions in Mexico. Included within the Salamandra group of concessions is the Mulatos mine which began operations in 2005.

The majority of the Company’s property, plant and equipment in operations is amortized on a units-of-production basis over the remaining recoverable proven and probable mineral reserves. Certain mining and office equipment is amortized on a straight line basis over periods ranging from two to five years.



8	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015

The following is a continuity of the Company’s mineral property, plant and equipment for the three-month period ended March 31, 2015.



	Mining plant and equipment	Office and computer equipment	Construction in progress	Subtotal	Mineral property and deferred development	Total
	($000)	($000)	($000)	($000)	($000)	($000)
Cost as at January 1, 2015	$227,463	$6,965	$5,435	$239,863	$212,351	$452,214
Additions	8,986	331	1,190	10,507	5,421	15,928
Cost as at March 31, 2015	$236,449	$7,296	$6,625	$250,370	$217,772	$468,142

Accumulated amortization and impairment as at January 1, 2015	$126,526	$3,869	$ ─	$130,395	$113,179	$243,574
Amortization expense	5,195	267	—	5,462	3,185	8,647
Accumulated amortization and impairment as at March 31, 2015	$131,721	$4,136	$ ─	$135,857	$116,364	$252,221
Net book value as at March 31, 2015	$104,728	$3,160	$6,625	$114,513	$101,408	$215,921
Net book value as at December 31, 2014	$100,937	$3,096	$5,435	$109,468	$99,172	$208,640

During the period, the Company sold a non-core portion of the Salamandra group of concessions for $7 million and a 2% net smelter royalty on the concessions. The transaction resulted in a gain of $7 million which is recorded in Other Income.



8.	DIVIDENDS

Subsequent to period-end, the Company declared a semi-annual dividend of US$0.03 per common share to shareholders on record as of May 15, 2015, payable on May 29, 2015.



9.	DECOMMISSIONING LIABILITY

A decommissioning liability is recognized in the period in which it is incurred, on a discounted cash flow basis, if a reasonable estimate can be made. The liability accretes to its full value over time through charges to earnings. In addition, the discounted value is added to the carrying amount of the Company’s mineral property, plant and equipment, and is amortized on a units-of-production basis over the life of the Mine.

A continuity of the decommissioning liability is as follows:



	Three months ended
	March 31, 2015
	($000)

Obligations at beginning of period	22,302
Payments made against the liability	(103	)
Accretion of discounted cash flows	360
Obligations at end of period	$22,559



9	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015



10.	SHARE CAPITAL


a)	Authorized share capital of the Company consists of an unlimited number of fully paid common shares without par value.



	Number of Shares	Amount
		($000)
Outstanding at December 31, 2014 and March 31, 2015	127,357,486	$509,068


b)	Stock options

The Company has a stock option plan (the "Plan"), originally approved by the Board of Directors (the “Board”) on April 17, 2003, and amended and ratified on May 25, 2007, May 15, 2008, April 7, 2009, June 2, 2010 and May 31, 2012, which allows the Company to grant incentive stock options to officers of the Company. Under the Plan, the number of shares reserved for issuance cannot exceed 7% of the total number of shares which are outstanding on the date of grant. The exercise price, term (not to exceed ten years) and vesting provisions are authorized by the Board at the time of the grant. The plan is subject to shareholder approval and ratification every three years.

Stock options granted under the Plan are exercisable for a five-year period. Incentive stock options granted vest 1/3 on the first anniversary date, 1/3 on the second anniversary and 1/3 on the third anniversary date.

The following is a continuity of the changes in the number of stock options outstanding for the three-month period ended March 31, 2015:



	Number		Weighted average exercise price ($CAD)
Outstanding at December 31, 2014	4,741,300		$14.04
Granted	997,400		7.50
Forfeited	(100,000	)	13.04
Outstanding at March 31, 2015	5,638,700		$12.90

There were no stock options exercised in the three-month periods ended March 31, 2015 and March 31, 2014.

For the three-month period ended March 31, 2015, the Company granted 997,400 incentive stock options at an exercise price of CAD$7.50, compared to nil stock options granted in the three-month period ended March 31, 2014.

The fair value of stock options granted was estimated using the Black-Scholes option pricing model, applying the following assumptions:



For options granted in the year ended:	March 31, 2015		March 31, 2014
Weighted average share price at grant date ($CAD)		$7.50	—
Risk-free rate	0.46%- 0.57%		—
Expected dividend yield	1.0%		—
Expected stock price volatility (based on historical volatility)	42% - 45%		—
Expected life, based on terms of the grants (months)	30-60		—
Weighted average per share fair value of stock options granted ($CAD)		$2.29	—

Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the stock. Changes in these assumptions can materially affect the fair value estimate, and therefore it is management’s view that the existing models may not provide a single reliable measure of the fair value of the Company’s stock option grants.

As at March 31, 2015, 3,289,096 stock options were exercisable. The remaining 2,349,604 outstanding stock options vest over the following three years.



10	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015

Stock options outstanding and exercisable as at March 31, 2015:



	Outstanding			Exercisable
Range of exercise prices ($CAD)	Number of options	Weighted average exercise price ($CAD)	Weighted average remaining contractual life (years)	Number of options	Weighted average exercise price ($CAD)
$6.01 - $9.00	997,400	7.50	4.92	—	—
$9.01 - $12.00	770,000	9.17	4.16	—	—
$12.01 - $15.00	2,568,000	14.65	0.55	2,568,000	14.65
$15.01 - $18.00	1,303,300	15.80	2.67	721,096	15.95
	5,638,700	$12.90	2.31	3,289,096	$14.94


e)	Stock Appreciation Rights (“SARs”)

In 2011, the Company’s Board approved a cash-settled stock appreciation rights plan (“SARs Plan”) to grant incentive SARs to its directors, officers, employees and consultants. Under the SARs Plan, the number of units reserved for issuance cannot exceed 8% of the total number of common shares which are outstanding on the date of grant. The exercise price, term (not to exceed ten years) and vesting provisions are authorized by the Board at the time of the grant.

SARs granted to directors, officers, employees and certain consultants under the SARs Plan are exercisable for a five-year period. SARS granted vest 1/3 on the first anniversary date, 1/3 on the second anniversary and 1/3 on the third anniversary date.

SARs are cash-settled liabilities, which are remeasured at each reporting date and at the settlement date. Any changes in the fair value of the liability are recognized as an expense to share-based compensation in the Statements of Comprehensive Income. As at March 31, 2015, the SARs liability was $0.7 million compared to $0.6 million at December 31, 2014. The SARs liability is recorded in accounts payable and accrued liabilities in the Consolidated Statements of Financial Position.

The following is a continuity of the changes in the number of SARs outstanding for the three-month period ended March 31, 2015:



	Number		Weighted average exercise price ($CAD)
Outstanding at December 31, 2014	2,057,557		$14.20
Granted	664,300		7.50
Forfeited	(42,300	)	18.12
Outstanding at March 31, 2015	2,679,557		$12.47

The fair value of SARs granted were estimated using the Black-Scholes option pricing model with the following assumptions:



For SARS granted in the year ended:	March 31, 2015		March 31, 2014
Weighted average share price at grant date ($CAD)		$7.50		$10.77
Risk-free rate	0.46%-0.57%		1.02%-1.34%
Expected dividend yield	1.00%		1.89%
Expected stock price volatility (based on historical volatility)	42% - 45%		43% - 44%
Expected life, based on terms of the grants (months)	30-60		30-60
Weighted average per share fair value of SARs granted ($CAD)		$2.29		$3.15



11	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015

Stock appreciation rights outstanding and exercisable as at March 31, 2015:



	Outstanding			Exercisable
Range of exercise prices ($CAD)	Number of SARs	Weighted average exercise price ($CAD)	Weighted average remaining contractual life (years)	Number of SARs	Weighted average exercise price ($CAD)
$ 7.00 - $10.00	1,240,957	8.25	4.60	—	—
$10.01 - $13.00	207,500	12.47	3.19	69,165	12.47
$13.01 - $16.00	523,100	15.26	3.27	176,069	15.26
$16.01 - $19.00	448,000	17.07	2.14	342,661	17.10
$19.01 - $22.00	260,000	19.11	2.50	173,328	19.11
	2,679,557	$12.47	3.62	761,223	$16.71


f)	Restricted Share Units (“RSUs”) and Deferred Share Units (“DSUs”)

In 2013, the Company’s Board approved a cash-settled RSU plan available to its officers, employees and consultants, and a DSU plan available to its directors. Under the RSU plan, each RSU has a value equivalent to one common share of the Company. RSUs vest on December 31 of the year of the third anniversary of the grant and are settled in cash upon vesting. Additional RSUs are credited to reflect dividends paid on common shares over the vesting period. A liability for RSUs is measured at fair value on the grant date and is subsequently adjusted for changes in fair value. The liability is recognized on a straight-line basis over the vesting period, with a corresponding charge to share-based compensation expense. Compensation expense for RSUs incorporate an estimate for expected forfeitures.

During the three-month period ended March 31, 2015, the Company granted 494,400 RSUs. As at March 31, 2015, there are 1,175,392 RSUs outstanding, with a corresponding liability of $1.5 million, which is recorded in accounts payable and accrued liabilities in the Consolidated Statements of Financial Position.

Under the DSU plan, Directors can elect to receive a specified portion of their basic annual retainer in the form of DSUs, with the option to elect to receive 100% of such retainer in DSUs. Directors must receive fifty percent of their annual retainer in the form of DSUs until such time that the minimum share ownership requirements have been met. Each DSU has the same value as one common share of the Company. DSUs must be retained until the Director leaves the Board, at which time the cash value of the DSUs is paid out. Additional DSUs are credited to reflect dividends paid on common shares. The initial fair value of the liability is calculated as of the grant date and is recognized immediately. Subsequently, at each reporting date and on settlement, the liability is remeasured, with any change in fair value recorded as compensation expense in the period.

During the three-month period ended March 31, 2015, the Company granted 66,400 DSUs. As at March 31, 2015, there are 159,425 DSUs outstanding, with a corresponding liability of $1.0 million, which is recorded in accounts payable and accrued liabilities in the Consolidated Statements of Financial Position.



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		FIRST QUARTER REPORT 2015


g)	Earnings per share

Basic earnings per share amounts are calculated by dividing earnings for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period, plus the effects of the dilutive common share equivalents.



	For the three months ended
	March 31, 2015		March 31, 2014
Earnings for the period (000)	$2,215		$2,746
Weighted average number of common shares outstanding	127,357,000		127,483,000
Basic earnings per share for the period		$0.02		$0.02

Dilutive effect of stock options outstanding	—		16,000
Dilutive effect of share purchase warrants	—		—
	—		16,000
Diluted weighted average number of common shares outstanding	127,357,000		127,499,000
Diluted earnings per share for the period		$0.02		$0.02



11.	SEGMENTED REPORTING

The Company operates in one business segment (the exploration, mine development and extraction of precious metals, primarily gold) in three geographic areas: Canada, United States of America, Mexico and Turkey.



As at	March 31, 2015			December 31, 2014
	Non-current Assets	Assets	Liabilities	Non-current Assets	Assets	Liabilities
	($000)	($000)	($000)	($000)	($000)	($000)
Mexico	289,952	410,604	89,393	281,105	414,225	91,206
Turkey	147,714	150,437	377	147,073	151,013	401
Canada	768	315,005	5,368	791	308,514	4,348
United States	5,664	5,808	280	5,664	5,759	222
Total	$444,098	$881,854	$95,418	$434,633	$879,511	$96,177



	Three months ended				Three months ended
	March 31, 2015				March 31, 2014
	Revenues	Earnings (loss)			Revenues	Earnings (loss)
	($000)	($000)			($000)	($000)
Mexico	44,728	8,129			41,511	6,443
Turkey	—	(661		)	—	(900	)
Canada	—	(4,376		)	—	(2,715	)
United States	—	(877		)	—	(82	)
Total	$44,728		$2,215		$41,511	$2,746



13	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015



12.	COMMITMENTS AND CONTINGENCIES


a)	Royalty

Production from certain concessions within the Salamandra district, including the Mulatos Mine, is subject to a production royalty payable to Royal Gold at a rate of 5% of the value of gold and silver production, less certain deductible refining and transportation costs (the "Royal Gold royalty"). The Royal Gold royalty is calculated based on the daily average London PM Fix gold market prices, not actual prices realized by the Company. Production to a maximum of two million ounces of gold is subject to the Royal Gold royalty. As at March 31, 2015, the royalty was paid or accrued on approximately 1.4 million ounces of applicable gold production. Royalty expense related to the Royal Gold royalty was $2.6 million for the three-month period ended March 31, 2015 (March 31, 2014: $2.2 million). In addition, royalty expense includes the 0.5% Extraordinary Mining Duty, which totaled $0.2 million for the three-month period ended March 31, 2015.

A third party has a 2% Net Smelter Return Royalty on production from the Company’s Ağı Dağı project. The Company has not recorded an accrual for this royalty at March 31, 2015 as the project is not in production. The Company is also subject to 2% state royalty on production in Turkey, subject to certain deductions.

In addition, a third party has a 3% Net Smelter Royalty on production from the Company’s Esperanza Gold Project. The Company has not recorded an accrual for this royalty at March 31, 2015, as the project is not in production.


b)	Mulatos Town Relocation

The Company enters into temporary occupation agreements with the Ejido and non-Ejido members in Mexico and is also in negotiations with Ejido and non-Ejido members to relocate the existing community of Mulatos, and to acquire additional surface rights. Negotiations with the Ejido can be challenging and uncertain. There are financial and other considerations associated with the negotiating process, and failure to reach agreement could result in significant downtime and associated costs, or suspension of operations and loss of production.

The Company commenced the planned relocation of the town of Mulatos in 2007 and relocation contracts were signed with over half of the families residing in Mulatos at that time. Property owners and possessors were offered a comprehensive benefits package including compensation for their property at a premium to independent third-party valuations and/or relocation benefits. In certain cases, relocation benefits include deferred monthly payments. Since the start of the Mulatos relocation effort in 2007, the Company has invested approximately $7.5 million in property acquisition, relocation benefits, legal, and related costs. In addition, the Company has recognized a liability of $0.1 million representing the discounted value of expected future payments for relocation benefits to property owners and possessors that had signed contracts with the Company as at March 31, 2015. The discounted value of the liability was capitalized to mineral property, plant and equipment.

During 2008, the Company, through its wholly-owned subsidiary, Minas de Oro Nacional SA de CV ("MON"), entered into a land purchase agreement with the Mulatos Ejido, the local landowners. In 2010, the Ejido filed with the Unitary Agrarian Court an action to nullify the 2008 Surface Rights Agreement. On June 13, 2012, the Agrarian Court resolved the judicial claim in favor of MON by dismissing the action and dicharging all of the defendants named in the lawsuit, including MON.

On March 1, 2014, MON entered into an amendment agreement with the Ejido (the “2014 Amendment Agreement”) to formally resolve all the remaining disputes between the parties relating to previous Surface Rights Agreements. In April 2014, certain Ejido members filed a lawsuit requesting access to the 2014 Amendment Agreement for the purposes of potentially challenging the land allocation approved by the March 1, 2014 Ejido meeting. The Company expects to obtain a positive resolution to claims challenging the 2014 Amendment Agreement. As part of the 2014 Amendment Agreement, the Company has accrued $2.8 million (based on current exchange rates), which will be paid upon positive resolution of the legal challenge to the 2014 Amendment Agreement.

Additional future property acquisition, relocation benefits, legal and related costs may be material. The Company cannot currently determine the expected timing, outcome of negotiations or costs associated with the relocation of the remaining property owners and possessors and potential land acquisitions.



14	Alamos Gold Inc.



		FIRST QUARTER REPORT 2015



13.	SUBSEQUENT EVENT


a)	Merger with AuRico Gold Inc.

On April 13, 2015, the Company announced that it had entered into a definitive agreement with AuRico Gold Inc. ("AuRico") to combine (the “Merger”) by way of a plan of arrangement, creating a new, leading intermediate gold producer (“MergeCo”). The Merger combines two top-quality, highly-complementary asset portfolios, including two long-life, cash flow-generating gold mines: AuRico’s Young-Davidson mine in Ontario, Canada and Alamos’ Mulatos mine in Sonora, Mexico. The transaction is structured as a merger of equals with a transaction equity value of approximately $1.5 billion at the date of announcement.

Under the terms of the Merger, holders of Alamos shares will receive, for each share held, 1 MergeCo share and $0.0001 in cash, and holders of AuRico shares will receive, for each share held, 0.5046 MergeCo shares. Upon completion of the Merger, former Alamos and AuRico shareholders will each own approximately 50% of MergeCo (named Alamos Gold Inc.). In addition, a new company (“SpinCo”), to be named AuRico Metals Inc., will be created to hold AuRico’s Kemess project, a 1.5% net smelter return royalty on the Young-Davidson mine, AuRico’s Fosterville and Stawell royalties, and will be capitalized with $20 million of cash. Upon completion of the Merger, MergeCo will own a 4.9% equity interest in SpinCo. The remaining shares of SpinCo will be distributed 50% each to former Alamos and AuRico shareholders.

The merger is subject to shareholder and other applicable regulatory approvals, and satisfaction of other customary conditions. The merger is expected to close by mid-2015. The Merger includes customary provisions, including fiduciary out provisions, covenants not to solicit other acquisition proposals and the right to match any superior proposals. Termination fees of $28.4 million will be paid to Alamos and $37.5 million will paid to AuRico in certain circumstances should the Merger not be completed.



15	Alamos Gold Inc.

Alamos Gold Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

This management’s discussion and analysis (“MD&A”) of the operating results and financial position of Alamos Gold Inc. and its subsidiaries (the “Company") is for the three-month period ended March 31, 2015 compared to the three-month period ended March 31, 2014. Together with the consolidated financial statements and related notes, the MD&A provides a detailed account and analysis of the Company’s financial and operating performance for the period. The Company’s functional and presentation currency is the United States dollar. This MD&A is current to May 5, 2015 and should be read in conjunction with the Company’s Annual Information Form and other public filings available at the System for Electronic Document Analysis and Retrieval - www.sedar.com (“SEDAR”) and at the Electronic Data Gathering, Analysis, and Retrieval - www.sec.gov (“EDGAR”). Management is responsible for the condensed interim consolidated financial statements referred to in this MD&A, and provides officers disclosure certifications filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian provincial securities commissions. The Audit Committee reviews the condensed interim consolidated financial statements and MD&A, and recommends approval to the Company’s Board of Directors.

The MD&A should be read in conjunction with the condensed interim consolidated financial statements of the Company and related notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Refer to Note 3 of the December 31, 2014 consolidated financial statements for disclosure of the Company’s significant accounting policies, which outlines matters the Company considers important for an understanding of its financial condition and results of operations as at, and for the three-month period ending March 31, 2015.

Note to U.S. Investors

All references to mineral reserves and resources contained in this MD&A are determined in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators (“CSA”) and Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) standards. Canadian standards differ significantly from the requirements of the SEC. While the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” and “inferred mineral resource” are recognized and required by Canadian regulations, they are not defined terms under SEC standards. As such, information contained in this MD&A concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC. “Indicated mineral resource” and “inferred mineral resource” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an “indicated mineral resource” or “inferred mineral resource” will ever be upgraded to a higher category of resource. Investors are cautioned not to assume that all or any part of the mineral deposits in these categories will ever be converted into proven and probable mineral reserves.

Overview

Alamos Gold Inc. is a publicly-traded company on the Toronto Stock Exchange (TSX: AGI) and New York Stock Exchange (NYSE: AGI). The Company owns and operates the Mulatos mine (“Mulatos” or the “Mine”) located in the state of Sonora in northwest Mexico, the Esperanza Gold Project in the state of Morelos, Mexico, the Ağı Dağı, Kirazlı and Çamyurt gold development projects, located in the Biga Peninsula of northwestern Turkey, and the Quartz Mountain Property in Oregon, U.S.A.

Mulatos (Mexico - producing)

The Mulatos mine is located within the 28,773 hectare Salamandra group of concessions in the state of Sonora in northwest Mexico. The Mulatos mine achieved commercial production in 2006 as an open pit, heap leach mining operation and has produced approximately 1.4 million ounces of gold to-date.

Based on December 31, 2014 proven and probable mineral reserves of 46.6 million tonnes grading 1.16 grams of gold per tonne of ore (“g/t Au”) for 1.7 million contained ounces of gold, the Mulatos mine has a remaining life of approximately seven years. In 2014, the Mulatos mine transitioned from open pit to both open pit and underground mining in order to access higher grade mineral reserves.

Esperanza (Mexico - development stage)

The Esperanza Gold Project has measured and indicated mineral resources (reported at a 0.4 g/t Au cut-off) at December 31, 2014 of 34.4 million tonnes grading 0.98 g/t Au and 8.1 g/t silver ("Ag") for approximately 1.1 million ounces of gold and 8.9 million ounces of silver.

The Company acquired the Esperanza Gold Project in 2013. In September 2011, the previous owners completed a Preliminary Economic Assessment (“PEA”) on the Esperanza Gold Project outlining an initial six-year mine life with expected total production of 0.6 million ounces of gold at an average rate of 103,000 ounces per year at total cash operating costs of $499 per ounce (net of by-product credits). Applying a gold price assumption of $1,150 per ounce, the September 2011 PEA indicated that the Esperanza Gold Project has an after-tax internal rate of return of 26% and an after-tax 5% net present value of $122 million.

Ağı Dağı, Kirazlı and Çamyurt (Turkey - development stage)

In early 2010, the Company acquired the 8,317 hectare Ağı Dağı and Kirazlı gold development projects in Turkey, which contain established mineral resources and several highly prospective exploration targets. In June 2012, the Company published a positive preliminary feasibility study for the Ağı Dağı and Kirazlı projects, showing total life of mine production of 1.5 million ounces of gold and 4.9 million ounces of silver, at an average rate of 166,000 ounces of gold per year and cash operating costs of $544 per ounce (net of by-product credits) over a nine-year mine life. In addition, in 2011 the Company discovered the Çamyurt project located approximately three kilometres (“km”) southeast of Ağı Dağı.

Measured and Indicated mineral resources at Ağı Dağı, Kirazlı and Çamyurt (reported at a 0.2 g/t Au cut-off) at December 31, 2014 total 140.5 million tonnes grading 0.66 g/t Au and 5.36 g/t Ag for approximately 3.0 million ounces of gold and 24.5 million ounces of silver. Inferred mineral resources total an additional 25.2 million tonnes grading 0.54 g/t Au and 4.55 g/t Ag, for 0.4 million contained ounces of gold and 3.7 million contained ounces of silver.

Quartz Mountain (U.S.A. - exploration stage)

On September 13, 2013, the Company completed the acquisition of Orsa Ventures Corporation (“Orsa”), a junior exploration company focused on advancing its precious metal properties located in the Western United States. By acquiring Orsa, the Company obtained the right to earn a 100% interest in the Quartz Mountain Property in Oregon as well as other assets in Oregon and Nevada. The Quartz Mountain Property is located on the northern extension of the prolific Basin and Range Province of Nevada, and has an Inferred mineral resource (reported at a 0.21 g/t Au cut-off (oxide) and 0.58 g/t Au cut-off (sulphide) at December 31, 2014

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

of 110.4 million tonnes grading 0.80 g/t Au for 2.85 million ounces of gold.

First Quarter 2015 Highlights



	Q1 2015	Q1 2014	Change (%)
Ounces produced	38,000	37,000	3	%
Ounces sold	36,556	32,161	14	%

Operating Revenues (000)	$44,728	$41,511	8	%
Earnings before income taxes (000)	$4,992	$4,720	6	%
Earnings (000)	$2,215	$2,746	(19	%)
Earnings per share (basic and diluted)	$0.02	$0.02	—

Cash flow from operating activities before changes in non-cash working capital (000)	$7,373	$15,939	(54	%)
Cash flow from operating activities (000)	$2,440	$7,265	(66	%)

Cash and short-term investments (000) ⁽²⁾	$351,441	$409,904	(14	%)

Realized gold price per ounce	$1,224	$1,291	(5	%)
Average London PM Fix gold price per ounce	$1,218	$1,293	(6	%)

Total cash cost per ounce ⁽¹⁾	$805	$617	30	%
All-in sustaining cost per ounce ⁽¹⁾	$1,115	$908	23	%
All-in cost per ounce ⁽¹⁾	$1,488	$1,115	33	%


(1)	“Total cash cost per ounce”, “All-in sustaining cost per ounce” and “All-in cost per ounce” are non-GAAP measures. Refer to the “Cautionary non-GAAP Measures and Additional GAAP Measures” disclosure at the end of this MD&A for a description and calculation of these measures.


(2)	Cash and short-term investments are shown as at March 31, 2015 and March 31, 2014.

First Quarter 2015

Financial Performance


•	Sold 36,556 ounces of gold at an average realized gold price of $1,224 per ounce for quarterly revenues of $44.7 million


•	Reported cash from operating activities before changes in non-cash working capital of $7.4 million ($0.06 per share), and $2.4 million ($0.02 per share) after changes in non-cash working capital

•


•	Reported cash and cash equivalents and short-term investments of $351.4 million as at March 31, 2015

Operational Performance


•	Produced 38,000 ounces of gold at a total cash cost of $805 per ounce of gold sold, below the Company's annual guidance, and at an all-in sustaining cost of $1,115 per ounce of gold sold


•	Achieved average crusher throughput of 17,500 tonnes per day (“tpd”) in the first quarter, despite lower high-grade mill feed and a planned three-day shutdown to replace and relocate the agglomerators


•	Mined and stacked ore on the leach pad grading 0.92 g/t Au, 15% above annual budgeted grades, resulting in 45,900 contained ounces stacked on the leach pad in the first quarter


•	Continued optimization of the high grade mill circuit improving recoveries to 60% in the quarter


•	Grades milled averaged 10.37 g/t Au during the quarter, above the annualized budget of 9.5 g/t Au


•	Commenced exploration activities at the Cerro Pelon satellite deposit


•	Reported updated mineral reserves and resources as at December 31, 2014

Subsequent to quarter-end:


•	Announced that the Company has entered into a definitive agreement with AuRico Gold Inc. ("AuRico") to combine the respective companies (the "Merger") by way of a Plan of Arrangement, creating a new, leading intermediate gold producer


•	Subscribed to 9.9% of AuRico's outstanding common shares through a private placement for approximately US$83.3 million


•	Declared a semi-annual dividend of $0.03 per common share. The dividend is payable on May 29, 2015 to shareholders of record as of the close of business on May 15, 2015


•	Implemented a dividend reinvestment and share purchase plan ("DRIP")


•	Received notice that the Çanakkale Administrative Court dismissed the injunction against the Company's positive Environmental Impact Assessment ("EIA") certificate for the Ağı Dağı project, returning the EIA to good standing

Merger with AuRico Gold Inc.

On April 13, 2015, the Company announced that it had entered into a definitive agreement with AuRico to combine the respective companies (the “Merger”) by way of a Plan of Arrangement, creating a new, leading intermediate gold producer (“MergeCo”). The Merger combines two top-quality, highly-complementary asset portfolios, including two long-life, cash flow-generating gold mines: AuRico’s Young-Davidson mine in Ontario, Canada and Alamos’ Mulatos mine in Sonora, Mexico. The transaction is structured as a merger of equals with a transaction equity value of approximately $1.5 billion at the time of announcement.

Under the terms of the Merger, holders of Alamos shares will receive, for each share held, 1 MergeCo share and $0.0001 in cash, and holders of AuRico shares will receive, for each share held, 0.5046 MergeCo shares. Upon completion of the Merger, former Alamos and AuRico shareholders will each own approximately 50% of MergeCo (to be named Alamos Gold Inc.). In addition, a new company (“SpinCo”), to be named AuRico Metals Inc., will be created to hold AuRico’s Kemess project, a 1.5% net smelter return royalty on the Young-Davidson mine, AuRico’s Fosterville and Stawell royalties, and will be capitalized with $20 million of cash. Upon completion of the Merger, MergeCo will own a 4.9% equity interest in SpinCo. The remaining shares of SpinCo will be distributed 50% each to former Alamos and AuRico shareholders.

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

Results of Operations

Gold production of 38,000 ounces in the first quarter of 2015 increased 3% compared to 37,000 ounces in 2014. The table below outlines key production indicators for the first quarters of 2015 and 2014.



Production summary	Q1 2015		Q1 2014		Change (#)		Change (%)
Ounces produced ⁽¹⁾	38,000		37,000		1,000		3	%

Crushed ore stacked on leach pad (tonnes) ⁽²⁾	1,552,000		1,483,500		68,500		5	%
Grade (g/t Au)	0.92		1.03		(0.11	)	(11	%)
Contained ounces stacked	45,900		49,100		(3,200	)	(7	%)

Crushed ore milled (tonnes)	20,350		30,100		(9,750	)	(32	%)
Grade (g/t Au)	10.37		3.28		7.09		216	%
Contained ounces milled	6,800		3,200		3,600		113	%

Ratio of total ounces produced to contained ounces stacked and milled	72	%	71	%	1	%	1	%

Total ore mined (tonnes) ⁽³⁾	1,863,000		1,748,000		115,000		7	%
Waste mined (tonnes)	1,143,000		950,000		193,000		20	%
Total mined (tonnes)	3,006,000		2,698,000		308,000		11	%

Waste-to-ore ratio	0.61		0.54		0.07		13	%

Ore crushed per day (tonnes) - combined	17,500		16,800		700		4	%


(1)	Reported gold production for Q1 2015 is subject to final refinery settlement and may be adjusted.


(2)	Excludes mill tailings stacked on the heap leach pad during the period.


(3)	Includes ore stockpiled during the period.

Grades stacked on the leach pad in the quarter were 15% above the annual budget of 0.80 g/t Au, as the Company continued to benefit from positive grade reconciliations in the Mulatos pit. Grades milled were slightly above budget, however, mill throughput and recoveries were lower than anticipated as optimization of the mill circuit continued throughout the quarter. In the first quarter, the Company installed finer screens to reduce grind size, and is installing a vertical grinding mill to complement the existing circuit. The Company expects that the new grinding mill will be installed and operational by the end of the second quarter, at a capital cost of approximately $1.5 million. Additionally, a second ILR has been installed which is expected to alleviate the bottleneck in concentrate processing capacity. The current mill configuration is achieving recoveries of approximately 60%, with recoveries expected to improve to 75% with the installation of the vertical grinding mill, at which point the Company expects production from the high-grade mill to improve significantly as throughput is ramped up.

Development of the San Carlos underground deposit continued to be a focus during the first quarter. The Company advanced approximately 360 metres, with total development to date of 1,900 metres. The Company is currently mining from two stopes, and has focused development to the east of current mining activities.

Total crusher throughput in the first quarter of 2015 averaged 17,500 tpd, below the annual budgeted rate of 17,850 tpd. During the first quarter of 2015, throughput to the leach pad was consistent with budget despite three days of downtime to replace and relocate the agglomerators. Given the decrease in mill

throughput, the Company is building high-grade stockpiles that will be processed once the mill improvements are completed.

The recovery ratio in the first quarter was 72%. This was slightly below the Company’s annual budget of 74% reflecting lower than budgeted recoveries from the high-grade mill.

Operating Costs

The following table compares costs per tonne for the three-month periods ended 2015 and 2014 :



Costs per tonne summary ⁽²⁾	Q1 2015	Q1 2014	Change (%)
Mining cost per tonne of material (ore and waste)	$3.75	$2.75	36	%
Waste-to-ore ratio	0.61	0.54	13	%

Mining cost per tonne of ore	$6.05	$4.25	42	%
Crushing/conveying cost per tonne of ore	$2.15	$2.55	(16	%)
Processing cost per tonne of ore	$4.47	$4.93	(9	%)
Mine administration cost per tonne of ore	$2.92	$2.40	22	%
Total cost per tonne of ore ⁽¹⁾	$15.59	$14.13	10	%


(1)	Cost per tonne reflects total costs related to crushed ore stacked on the leach pad and crushed ore milled on a blended basis.


(2)	Refer to “Cautionary non-GAAP Measures and Additional GAAP Measures” disclosure at the end of this MD&A for a description and calculation of certain measures presented in this table.

Total cost per tonne of ore in the first quarter of 2015 of $15.59 increased 10% compared to the same period of 2014 as a result of higher mining and administration costs.

Mining cost per tonne of material was $3.75 in the first quarter of 2015, a 36% increase from $2.75 in the first quarter of 2014. Mining costs increased primarily as a result of the inclusion of higher cost per tonne underground mining costs and longer haul distances at the open-pit operations.

Mining cost per tonne of ore of $6.05 was below guidance due to a lower waste-to-ore ratio of 0.61:1 compared to the annual budget of 1.27:1. Mining cost per tonne of ore in the first quarter of 2015, was 42% higher than $4.25 per tonne in the first quarter of 2014. This was attributable to the foregoing, in addition to a 13% increase in the waste-to-ore in the first quarter of 2015 compared to 2014.

Crushing and conveying cost per tonne of ore was $2.15 in the first quarter of 2015, a decrease of 16% compared to 2014. Crushing and conveying costs decreased in 2015 due to a weaker Mexican peso which drove operating costs lower, as well as higher throughput which lowered the impact of fixed costs on a per-tonne basis.

Processing costs per tonne of ore were $4.47 in the first quarter of 2015 compared to $4.93 in 2014, a 9% decrease. Processing costs were lower in 2015 relative to 2014, as a result of lower cyanide input costs and stronger silver by-product credits. The Company has benefited from lower cyanide rates in the first quarter of 2015 compared to a year ago and the 2015 annual guidance.

Mine administration costs per tonne of ore in the first quarter of 2015 were $2.92, higher than 2014 but in line with the 2015 annual budget. The Company anticipates mine administration cost per tonne for the remainder of 2015 to be consistent with the first quarter.

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

Cash operating costs include total costs incurred in the period, in addition to inventory adjustments that recognize the allocation of costs to and from the Company’s in-process leach pad gold inventory in the period. The Company utilizes a gold process flow inventory model that allocates total costs incurred to mill processing or to the recoverable ounces stacked on the leach pad in that period, and charges each ounce of gold produced on an average cost basis. Accordingly, cash operating costs reflect not only the cash spent in a period, but also an adjustment to reflect the increase or decrease in the leach pad inventory.

A reconciliation of total costs to cash operating costs is presented below:



Cash operating cost reconciliation ⁽¹⁾	Q1 2015		Q1 2014
Total cost per tonne of ore	$15.59		$14.13
Ore stacked/milled (tonnes)	1,572,350		1,513,600
Total cost	$24,513,000		$21,387,200
Inventory adjustments to reflect ounces allocated to stockpile inventory	(778,000	)	(678,000	)
Inventory adjustments to reflect additional ounces produced from (allocated to) leach pad inventory and other period costs	2,881,000		(3,163,200	)
Mining and processing costs allocated to ounces sold	$26,616,000		$17,546,000
Ounces sold	36,556		32,161
Cash operating cost per ounce sold	$728		$546


(1)	Refer to “Cautionary non-GAAP Measures and Additional GAAP Measures” disclosure at the end of this MD&A for a description and calculation of certain measures presented in this table.

In the first quarter of 2015, the number of ounces in leach pad inventory decreased, as the number of estimated recoverable ounces stacked on the leach pad was lower than ounces produced in the quarter. Leach pad inventory, which incorporates both cash operating costs and amortization, decreased to $24.4 million at March 31, 2015 from $27.1 million at December 31, 2014, reflecting higher costs and amortization per ounce in inventory.

Investments in Mineral Property, Plant and Equipment and Acquisitions

A summary of the cash invested in operating capital and development activities for the period ended March 31, 2015 are presented below:



	Q1 2015
	($000)
Sustaining Capital - Mulatos
Construction	325
Interlift liners, ponds, and leach pad	1,191
Agglomerators	2,853
Component changes	703
Other	587
	5,659
Development - Mulatos
El Victor	2,457
San Carlos underground	890
Capitalized exploration (San Carlos, La Yaqui)	2,374
Land acquisitions	2,803
Other	1,823
	10,347
Development - Esperanza
Development, capitalized exploration, and equipment	765
Development - Turkey
Development, capitalized exploration, and equipment	641
Head office - Toronto
IT infrastructure, software and furniture	87
Cash invested in mineral property, plant and equipment and exploration and evaluation assets	$17,499

Sustaining Capital - Mexico

Sustaining capital in Mexico in first quarter of 2015 included $1.2 million on leach pad interlift liners and maintenance of the ponds, $0.7 million for component changes, and $2.9 million moving and replacing the agglomerators. Sustaining capital in the first quarter of $5.7 million was as budgeted. The full year sustaining capital guidance remains at $12.5 million.

Development - Mexico

Development activities in Mexico in first quarter of 2015 were focused on underground development of the San Carlos deposit and waste removal at El Victor. In addition, the Company secured surface access to the Cerro Pelon deposit and commenced exploration and permitting activities.

Other significant development spending in first quarter of 2015 included $2.4 million in capitalized exploration focused on San Carlos and La Yaqui. In addition, the Company invested $0.8 million at the Esperanza Gold Project advancing the EIA baseline study work. Capital expenditures in Turkey and Toronto were minimal in the first quarter of 2015.

Development spending at Mulatos in 2015 will be focused on further underground development of San Carlos, pre-stripping of the El Victor open pit and exploration and development of the Cerro Pelon and La Yaqui satellite deposits. Development spending at Esperanza in 2015 of approximately $9.8 million (which includes $2.0 million of exploration spending) will be focused on ongoing baseline work required for the resubmission of an EIA report and an internal feasibility study to further support development of the project.

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

Development - Turkey

The Ağı Dağı and Kirazlı gold projects are located on the Biga Peninsula of northwestern Turkey. Ağı Dağı is located approximately 50 km southeast of Çanakkale and Kirazlı is located approximately 25 km northwest of Ağı Dağı. Çanakkale is the largest centre on the Biga Peninsula with a population of approximately 97,000. Infrastructure in close proximity to the project is excellent and well-serviced with paved roads, transmission lines, and electricity generating facilities.

In June 2012, the Company published a preliminary feasibility study summary of the Ağı Dağı and Kirazlı projects, with annual combined gold production expected to peak at 237,000 ounces, and averaging 166,000 ounces per year over the nine year combined mine life. For further information with respect to the preliminary feasibility study, refer to the related technical report available at the Company’s website at www.alamosgold.com and on www.sedar.com under the Company’s profile. In conjunction with the preliminary feasibility study, the Company reported an initial inferred mineral resource estimate at Çamyurt of 640,000 ounces. The potential inclusion of the Çamyurt resource in a combined development scenario is expected to significantly enhance the overall economics of the Company’s Turkish projects.

In the first quarter of 2015, total development expenditures in Turkey of $0.6 million were capitalized.

Obtaining forestry and operating permits are the next steps in the permitting process. The Company remains confident that these permits will be granted. However, legal challenges have increased uncertainty of the expected timing for receipt of these permits. A full development budget for Kirazlı and Ağı Dağı will be re-initiated once the required permits are received. The capital spending budget for these projects is not expected to differ materially from the June 2012 preliminary feasibility study. The Company is however in the process of evaluating the impact of updated capital costs, the recently approved new mining law, forestry fee changes, tax incentive availability changes and the devaluation of the Turkish Lira on the operating costs and overall economics of its projects. The Company expects first gold production from Kirazlı within 18 months of receipt of the outstanding permits.

Exploration Summary

Exploration - Mulatos

In the first quarter of 2015, exploration drilling was focused on the San Carlos and La Yaqui deposits.

San Carlos

La Yaqui

A total of 3,779m was drilled from surface at La Yaqui during the first quarter of 2015. The program included infill drilling within the proposed pit and condemnation and engineering drilling under proposed infrastructure. Results to date from infill drilling are consistent with the existing reserve model. Highlights to date include:


•	15YAQ008: 48.8m at 3.60 g/t Au


•	15YAQ024: 65.5m at 1.91 g/t Au


•	15YAQ025: 53.4m at 2.02 g/t Au


•	15YAQ030: 35.1m at 2.92 g/t Au


•	15YAQ018: 51.8m at 1.74 g/t Au


•	15YAQ001: 32m at 2.37 g/t Au


•	15YAQ002: 32m at 2.59 g/t Au


•	15YAQ003: 24.4m at 2.37 g/t Au

Exploration - Esperanza

Exploration - Quartz Mountain

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

Financial Highlights

A summary of the Company’s financial results for the three-month periods ended March 31, 2015 and 2014 is presented below:



	Q1 2015		Q1 2014
Cash provided by operating activities before changes in non-cash working capital (000) ^{(1) (2)}	$7,373		$15,939
Changes in non-cash working capital	($4,933	)	($8,674	)
Cash provided by operating activities (000)	$2,440		$7,265
Earnings before income taxes (000)	$4,992		$4,720
Earnings (000)	$2,215		$2,746
Earnings per share
- basic	$0.02		$0.02
- diluted	$0.02		$0.02
Comprehensive income (000)	$2,546		$2,246
Weighted average number of common shares outstanding
- basic	127,357,000		127,483,000
- diluted	127,357,000		127,499,000
Assets (000) ⁽³⁾	$881,854		$879,511


(1)	A non-GAAP measure calculated as cash provided by operating activities as presented on the consolidated statements of cash flows and adding back changes in non-cash working capital.


(2)	Refer to “Cautionary non-GAAP Measures and Additional GAAP Measures” disclosure at the end of this MD&A for a description and calculation of this measure.


(3)	Assets are shown as at March 31, 2015 and December 31, 2014.

Earnings before income taxes were $5.0 million or $0.04 per share for the first quarter of 2015 compared to $4.7 million or $0.04 per share in 2014. Earnings for the first quarter of 2015 included a $7.0 million gain ($4.9 million after-tax) on the sale of the El Realito concession. On an after-tax basis, the Company recorded earnings in the first quarter 2015 of $2.2 million or $0.02 per share compared to earnings of $2.7 million in the same period of 2014 as a result of higher gold sales offset by higher cash operating costs.

Gold Sales

Details of gold sales are presented below:



	Q1 2015	Q1 2014	Change (#)		Change (%)
Gold sales (ounces)	36,556	32,161	4,395		14	%
Operating revenues (000)	$44,728	$41,511	$3,217		8	%
Realized gold price per ounce	$1,224	$1,291	($67	)	(5	%)
Average gold price for period (London PM Fix)	$1,218	$1,293	($75	)	(6	%)

Operating revenues in the first quarter of 2015 of $44.7 million increased 8% compared to $41.5 million in the first quarter of 2014 as a result of a 14% increase in the number of ounces of gold sold offset by a 5% decline in the realized gold price per ounce.

The Company generally enters into short-term forward sales contracts in order to match sales contracts with the next expected delivery date. The Company’s objective is to realize a gold sales price consistent

with the average London PM Fix spot gold price. For the first quarter of 2015, the Company achieved a realized gold price per ounce of $1,224, $6 above the average London PM Fix gold price for the quarter. The Company did not have any significant derivative activity outstanding related to gold, and has not entered into any long-term hedges in 2015, therefore is leveraged to future changes in the price of gold.

Assessment of Gold Market

The market price of gold continues to exhibit significant volatility. The spot market gold price was approximately $1,197 per ounce on May 5, 2015. At this gold price, the Company realizes a mine operating cash margin (before taxes and corporate and administrative costs) in excess of $392 per ounce.

Operating Expenses and Operating Margins

Mine operating costs allocated to ounces sold are summarized in the following table for the periods indicated:



	Q1 2015	Q1 2014	Change (#)		Change (%)
Gold production (ounces) ⁽¹⁾	38,000	37,000	1,000		3	%
Gold sales (ounces)	36,556	32,161	4,395		14	%

Cash operating costs (000) ⁽²⁾	$26,616	$17,546	$9,070		52	%
- Per ounce sold	$728	$546	$182		33	%

Royalties (000) ⁽³⁾	$2,820	$2,305	$515		22	%
Total cash costs (000) ⁽²⁾	$29,436	$19,851	$10		50	%
- Per ounce sold	$805	$617	$188		30	%

Corporate and administrative, share-based compensation, exploration, reclamation costs, sustaining capital expenditures (000)	$11,328	$9,352	$1,976		21	%
All-in sustaining cost (000) ⁽⁴⁾	$40,764	$29,203	$11,561		40	%
- Per ounce sold	$1,115	$908	$207		23	%

- Realized gold price per ounce	$1,224	$1,291	($67	)	(5	%)
- Operating cash margin per ounce ⁽⁵⁾	$419	$674	($255	)	(38	%)


(1)	Reported gold production is subject to final refinery settlement.


(2)	“Cash operating costs” and “Total cash costs” are non-GAAP measures. Refer to “Cautionary non-GAAP Measures and Additional GAAP Measures” disclosure at the end of this MD&A for a description and calculation of these measures.


(3)	Royalties are included as of April 1, 2006 at 5.5% of net precious metals revenues (as determined in accordance with the royalty agreement with Royal Gold of 5%, and the 0.5% Extraordinary Mining tax in Mexico).


(4)	“All-in sustaining cost” is a non-GAAP measure that reflects total mining and processing cost, corporate and administrative costs, exploration costs, sustaining capital, and other operating costs. Refer to “Cautionary non-GAAP Measures and Additional GAAP Measures” disclosure at the end of this MD&A for a description and calculation of these measures.


(5)	“Operating cash margin per ounce” is a non-GAAP measure that is calculated as the difference between the Company’s gold sales and mining and processing and royalty expenses (“total cash costs”) as reported in the Company’s financial statements.

Total cash costs in 2015 were $805 per ounce of gold sold, below the Company’s full year guidance of $865 per ounce. Total cash costs per ounce in first quarter of 2015 were 30% higher than in the same period of 2014 due to lower grades stacked on the leach pad, and higher mining and input costs.

All-in Sustaining Costs

In June 2013, the World Gold Council (“WGC”) published a guidance note on Non-GAAP metrics available to gold mining industry participants to use to report their costs in an effort to encourage improved

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

understanding of the total costs associated with mining an ounce of gold. The Company began reporting “All-in sustaining costs” or “AISC” in 2013.

All-in sustaining cost per ounce is reported for the Company’s producing mine, the Mulatos mine in Mexico. Costs attributable to the Company’s development projects in Turkey, Mexico and the United States are not included within AISC.

AISC include cash costs, exploration, corporate and administrative, share based compensation, reclamation and sustaining capital costs, and were $1,115 per ounce of gold sold in the first quarter 2015. AISC for the quarter were slightly above the Company’s annual guidance of $1,100 due to the timing of sustaining capital spending, which was front end loaded for the year, and had the impact of increasing AISC on a per ounce basis. AISC per ounce increased 23% in first quarter of 2015 relative to 2014 due primarily to lower grades mined 2015 as well as higher overall mining costs and sustaining capital costs.

Royalty

Production from certain mining concessions within the Salamandra District is subject to a sliding scale production royalty with Royal Gold Inc. (the “Royal Gold royalty”). At gold prices above $400 per ounce, this royalty is calculated at a rate of 5% of the value of gold and silver production, less certain deductible refining and transportation costs, and is included in royalty expense. The Royal Gold royalty is calculated based on the daily average London PM Fix gold market prices, not actual prices realized by the Company. With the achievement of commercial production on April 1, 2006, production to a maximum of two million ounces of gold is subject to the royalty. As at March 31, 2015, the royalty was paid or accrued on approximately 1.4 million ounces of applicable gold production. Royalty expense of $2.8 million increased 22% from $2.3 million in 2014 due to higher gold sales. In 2015, royalty expense includes the 0.5% Extraordinary Mining Duty payable to the Mexican Government, which totaled $0.2 million for the quarter.

Amortization

Amortization expense of $245 per ounce in the first quarter of 2015 was approximately 31% lower than in the same period of 2014 as a result of lower amortization associated with high grade production from the San Carlos deposit compared with amortization from the Escondida deposits in the prior year. Amortization per ounce is expected to remain at the current level as the Company has now fully transitioned to mining from the San Carlos underground deposit.

Exploration

The Company’s accounting policy for exploration costs provides that exploration expenditures be capitalized if management determines that probable future economic benefits will be generated as a result of the expenditures, as evidenced by a positive economic analysis of the project. Exploration and evaluation expenditures on properties prior to the establishment of a positive economic analysis are charged to operations as incurred.

Total exploration spending in the first quarter of 2015 was $4.8 million, of which $3.1 million was capitalized and $1.7 million was expensed. Exploration expenditures at San Carlos, La Yaqui and Esperanza were capitalized while exploration costs at Quartz Mountain, other regional targets and administration costs were expensed.

Corporate and Administrative

Corporate and administrative expenses of $3.4 million in the first quarter of 2015 were 16% lower than $4.1 million incurred in the first quarter of 2014. Corporate and administration costs were lower than budget as a result of lower salary and other head office costs.

Share-based Compensation

Share-based compensation expense, related to stock options and cash-settled stock appreciation rights (“SARs”), restricted share units (“RSUs”) and deferred share units (“DSUs”) was $1.1 million in 2015, an increase from a recovery of $0.8 million in 2014. The value of share-based compensation expense related to stock options is added to the contributed surplus account within shareholders’ equity, resulting in no net effect on total shareholders’ equity. In 2013, the Company’s Board of Directors approved a cash-settled RSU plan available to officers, employees and consultants, and a DSU plan available to its directors. SARs, RSUs, and DSUs are cash-settled liabilities, which are remeasured at each reporting date and at the settlement date. Any changes in the fair value of the liability are recognized as an expense to share-based compensation in the Statements of Comprehensive Income. All outstanding stock options, SARs and RSUs grants are subject to vesting provisions. The vesting provisions result in the calculated market value of stock option grants being charged to expense in accordance with the vesting terms of the option. DSUs are not subject to vesting terms, therefore the expense is recorded immediately.

In the first quarter of 2015, the Company completed its annual grant of stock options and cash-settled instruments. Share-based compensation expense in the first quarter of 2015 is comprised of a $0.6 million expense related to the Company’s stock option plan, and a $0.5 million expense related to the Company’s liability for outstanding SARs, RSUs and DSUs upon remeasurement of the liability. The Company’s outstanding liability for SARs, RSUs, and DSUs increased from $2.7 million at December 31, 2014 to $3.2 million at March 31, 2015 as a result of new grants in 2015, offset by a decrease in the Company’s share price over this period.

Finance Income

Finance income in the first quarter of 2015 was $0.6 million, slightly below the same period of 2014 due to lower cash balances. Interest rates on deposit accounts and short-term investments remain near historically low levels.

Financing Expense

Financing expense includes accretion of the Company’s decommissioning liability and property acquisition obligations. The expense for the current quarter was $0.4 million compared to $0.3 million in 2014 as a result of an increased liability.

Foreign Exchange Loss

The Company recognized a $1.8 million foreign exchange loss in the first quarter of 2015, compared to a $0.3 million foreign exchange loss in 2014. Throughout the first quarter of 2015, the Company’s operating currencies, the Mexican peso (“MXN”) Canadian dollar (“CAD”) and Turkish Lira (“TL”), all weakened relative to the USD.

The foreign exchange loss was comprised of a $0.2 million loss on the Company’s Canadian dollar-denominated net assets, a $1.3 million foreign exchange loss on revaluation of the Company’s MXN-denominated assets, and a $0.3 million foreign exchange loss on revaluation of the Company’s TL-denominated asset position. The Company classifies the foreign exchange gain or loss on revaluation of its

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

Mexican and Turkish deferred tax liabilities within deferred tax expense rather than within foreign exchange gain or loss.

Income Taxes and Mexican Tax Reform

The Mexican government approved a new Income Tax Law ("MITL") effective January 1, 2014. The MITL increased the corporate income tax rate to 30%, created a 10% withholding tax on dividends paid to non-resident shareholders (subject to any reduction by an Income Tax Treaty) and created a new Extraordinary Mining Royalty equal to 0.5% of gross revenues from the sale of gold, silver, and platinum. In addition, the MITL requires taxpayers with mining concessions to pay a new 7.5% Special Mining Tax. The Special Mining Tax is generally applicable to earnings before income tax, depreciation, depletion, amortization, and interest. In calculating the Special Mining Tax there are no deductions related to development type costs but exploration and prospecting costs are deductible when incurred. The Extraordinary Mining Royalty and Special Mining Tax are tax deductible for income tax purposes.

Tax expense in the first quarter of 2015 was $2.8 million compared to $2.0 million in the same period of 2014. The Company must calculate and provide for tax installments on a monthly basis in Mexico. The Company satisfies its tax liability through periodic installment payments, as well as by offsetting refundable value-added tax owed from the Mexican government against its tax payable liability. During the first quarter of 2015, the Company did not pay cash tax installments as the Company offset tax installment payments against its current income tax receivable balance. In addition, the Company has accrued amounts owing for the 7.5% Special Mining Tax, which is paid annually. As at March 31, 2015, the Company had an income tax receivable of $14.2 million, carried over from the prior year.

The statutory federal income tax rate in Mexico for 2015 is 30%. The 7.5% Special Mining Tax introduced under the MITL has increased the effective tax rate in Mexico substantially. The effective tax rate for the first quarter of 2015 (calculated as a percentage of earnings before income tax) was 56%. The effective tax rate results from a number of factors, many of which are difficult to forecast. In the first quarter of 2015, the effective tax rate was impacted by a devaluation in the Mexican peso, as well as non-deductible expenses in Canada and Turkey.

The Company classifies the foreign exchange gain or loss on revaluation of its Mexican and Turkish deferred tax liabilities within deferred tax expense rather than within foreign exchange gain or loss. In the first quarter of 2015, the weakening of the Mexican peso relative to the US dollar resulted in a $0.8 million foreign exchange loss that was recorded in deferred tax expense. The Company expects the effective tax rate to continue to fluctuate in periods of significant change to Mexican peso and/or Turkish lira foreign exchange rates.

Summary of Quarterly Results

The following table summarizes quarterly results for the past eight quarters. Quarterly gold production has been adjusted to reflect final settlements, where applicable.



	Q2 2013	Q3 2013	Q4 2013		Q1 2014	Q2 2014	Q3 2014		Q4 2014		Q1 2015
Gold production (ounces)	53,000	43,000	39,000		37,000	33,000	28,000		42,500		38,000
Gold sales (ounces)	55,000	48,000	42,198		32,161	34,039	30,000		38,400		36,556
Operating revenues ($000)	$78,273	$63,811	$53,832		$41,511	$43,843	$38,523		$46,062		$44,728
Earnings (loss) from operations ($000)	$29,195	$14,704	$9,033		$5,541	$3,935	($1,581	)	$1,853		$49
Earnings (loss) ($000)	$8,828	$9,249	($5,274	)	$2,746	$733	($2,238	)	($3,367	)	$2,215

Earnings (loss) ($ per share) basic/diluted	$0.07	$0.07	($0.04	)	$0.02	$0.01	($0.02	)	($0.03	)	$0.02

Operating revenues have trended lower over the past two years as a result of decreasing gold prices. Lower realized gold prices and gold sales have resulted in generally weaker financial results. Gold production in the first and fourth quarters is generally higher than in the third quarter of the year, which can be adversely affected by weather-related production issues. Seasonal conditions could continue to impact production and financial results in future periods if rainfall is significantly above or below seasonal averages. The reported loss for the fourth quarter of 2013 included a $9.8 million non-cash deferred tax charge associated with the Mexican tax reform, while the gain reported in the first quarter of 2015 included a $7.0 million gain ($4.6 million after tax) on the sale of the El Realito concession.

Financial and Other Instruments

The Company’s financial assets and liabilities consist of cash and cash equivalents, short-term investments, amounts receivable, available-for-sale and held-for-trading securities, accounts payable and accrued liabilities and deferred tax liabilities, some of which are denominated in CAD, MXN and TL. The Company is exposed to financial gains or losses as a result of foreign exchange movements against the USD.

The Company’s cash and cash equivalents may be invested in short-term liquid deposits or investments that provide a revised rate of interest upon maturity. At March 31, 2015, the Company’s reported cash and cash equivalents were held in bank deposit accounts or 60-day to 90-day term deposits. The Company’s short-term investments are generally term deposits with an initial term-to-maturity on acquisition of greater than 90 days.

The majority of the Company’s cash balances are held in USD; however, the Company does maintain cash and cash equivalents denominated in CAD, MXN and TL. The Company may enter into derivative contracts in order to manage its exposures to fluctuations in foreign exchange rates to the CAD, MXN, or TL.

As at March 31, 2015, the Company had outstanding a contract to deliver $5 million CAD in exchange for a fixed amount of USD in March 2015, with a CAD:USD rate of 1.27:1. The mark-to-market loss associated with this contract as at March 31, 2015 was nominal. The Company is exposed to monetary assets and liabilities denominated in CAD. The Company maintains CAD cash and investment balances, which are not fully offset by CAD-denominated liabilities. The weakening of the CAD in the first quarter of 2015 resulted in a foreign exchange loss of $0.2 million.

The Company also has exposure to monetary assets and liabilities denominated in MXN. Significant cash balances, outstanding amounts receivable, accounts payable or tax liabilities denominated in MXN expose the Company to foreign exchange gains or losses. The Company maintains cash balances in MXN in order to partially mitigate its balance sheet exposure to changes in the MXN/USD exchange rate resulting from its MXN-denominated taxes payable and deferred tax liability balances. In addition, in December 2015 the Company entered into foreign currency collar contracts to hedge a portion of its Mexican peso-demoninated operating costs in 2015. The Company has entered into contracts totaling $18 million as at March 31, 2015, with scheduled expiries monthly throughout 2015. The mark-to-market loss associated with these contracts as at March 31, 2015 was $0.4 million. For the year ended March 31, 2015, the Company’s net MXN-denominated asset position, excluding the deferred tax liability, resulted in a foreign exchange loss of $1.3 million.

At March 31, 2015 the Company’s TL-denominated net monetary assets mainly consisted of TL-denominated cash and short-term investments, in addition to value-added tax (“VAT“) receivables. This exposure contributed to a $0.3 million foreign exchange loss due to the weakening of the TL compared to the USD during the quarter.

Liquidity and Capital Resources

At March 31, 2015, the Company had $351.4 million in cash and cash equivalents and short-term investments compared to $358.1 million at December 31, 2014. The decrease in total cash and cash equivalents and

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

short-term investments of $351.4 million mainly reflects positive cash flows from operations of $2.4 million and $9.7 million proceeds on the sale of non-core concessions and available-for-sale securities, offset by capital spending of $17.5 million. The Company’s working capital surplus decreased to $405.5 million at March 31, 2015 from $411.5 million at December 31, 2014.

Despite substantially lower gold prices which are resulting in reduced profitability, cash flow and liquidity across the industry, the Company`s balance sheet remains strong with $351.4 million in cash, $405.5 million of working capital and continued positive cash flow from operations. The Company has an extensive pipeline of mining projects for development and has the balance sheet strength and corresponding financial flexibility to sequence these projects (once permitted) in a manner that maximizes risk adjusted returns. In 2015, the Company has capital spending commitments of $54.3 million and an exploration budget of $24.8 million. The Company expects that the Mulatos mine will generate sufficient operating cash flow to accommodate all planned capital and exploration spending in Mexico in 2015.

Subsequent to quarter-end, the Company declared its 11th consecutive semi-annual dividend in the amount of US$0.03 per common share. Including the current dividend, the Company has returned a total of $106 million to shareholders through dividends and share repurchases over the past five years. The current dividend represents a decrease from previous levels, a reflection of both the sharp decline in the price of gold and the Company's transition to a growth phase. The Company has one of the strongest development pipelines in its peer group and expects to ramp up spending over the next few years as these growth projects advance towards production.

In addition, the Company has implemented a dividend reinvestment and share purchase plan. By electing to receive common shares in place of cash dividends, shareholders have the option of increasing their investment in Alamos, at a discount to the prevailing market price and without incurring any transaction costs.

Shareholders who elect to participate in the DRIP also have the option of acquiring additional common shares in the Company (subject to limitations) at a discount to the prevailing market price, and without incurring additional transaction costs.

The Company has the discretion to elect to issue such common shares at up to a 5% discount to the prevailing market price from treasury, or purchase the common shares on the open market including the facilities of the New York Stock Exchange, and will advise as such with each dividend declaration.

Internal Control over Financial Reporting

Management is responsible for the design and operating effectiveness of internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with IFRS. In making the assessment, management used the criteria set forth in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on a review of its internal control procedures at the end of the period covered by this MD&A, management believes its internal controls and procedures are appropriately designed as at March 31, 2015.

Changes in Internal Control over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls

Management is also responsible for the design and effectiveness of disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to the Company’s certifying officers. The Company’s Chief Executive Officer and Chief Financial Officer have each evaluated the design of the Company’s disclosure controls and procedures as at March 31, 2015 and have concluded that these are appropriately designed and operating effectively.

Limitations of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believe that internal controls over financial reporting and disclosure controls and procedures, no matter how well designed and operated, have inherent limitations. Therefore, even those systems determined to be properly designed and effective can provide only reasonable assurance that the objectives of the control system are met.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Outstanding Share Data

The table below describes the terms associated with the Company’s outstanding and diluted share capital:



	May 5, 2015
Common shares
- Common shares outstanding	127,357,486

Stock options
- Average exercise price CAD $12.90; approximately 58% exercisable	5,638,700

Warrants
- Exercise price CAD $29.48	7,167,866

Total	140,164,052

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

Outlook

In April, the Company announced a merger with AuRico to combine the companies by way of a Plan of Arrangement, creating a new, leading intermediate gold producer. The Merger combines two top-quality, highly-complementary asset portfolios, including two long-life, cash flow-generating gold mines: AuRico’s Young-Davidson mine in Ontario, Canada and Alamos’ Mulatos mine in Sonora, Mexico. The combined company will have geographic and operational diversity, with producing assets in Canada and Mexico and a strong growth development pipeline. Furthermore, it is expected that the combined Company will have in excess of $400 million in cash and cash equivalents and short-term investments, providing a strong financial platform for future organic growth or acquisitions. The Company expects the merger to close by mid-2015.

The Company expects to continue generating sufficient cash flow to fund its sustaining and development capital spending and exploration budget at Mulatos in 2015 at a $1,200 per ounce gold price. The Company continues to operate Mulatos in a manner designed to optimize long-term economics. Costs have risen in the near term though are expected to improve as grades increase and the waste-to-ore ratio normalizes to life-of-mine levels beyond 2015. Mulatos will be further bolstered by the development of Cerro Pelon and La Yaqui, the latter of which is expected to start contributing low cost production growth in the fourth quarter of 2016. With Cerro Pelon and La Yaqui averaging double the 2015 budgeted heap-leach grade, these deposits are expected to both increase production and drive costs substantially lower.

Accounting Policies in effect January 1, 2015

There are no new accounting policies adopted in 2015.

Future accounting policy changes not yet in effect

The following are new pronouncements approved by the IASB. The standards and interpretations are not yet effective and have not been applied in preparing these financial statements; however, they may impact future periods.

(i) IFRS 9 Financial Instruments (Revised) was issued by the IASB in October 2010. It incorporates revised requirements for the classification and measurement of financial liabilities, and carrying over the existing derecognition requirements from IAS 39 Financial Instruments: Recognition and Measurement. The revised financial liability provisions maintain the existing amortised cost measurement basis for most liabilities. New requirements apply where an entity chooses to measure a liability at fair value through profit or loss - in these cases, the portion of the change in fair value related to changes in the entity's own credit risk is presented in other comprehensive income rather than within profit or loss. On July 24, 2014, the IASB issued the final version of IFRS 9 with an effective adoption date of January 1, 2018, with early adoption permitted. The impact of IFRS 9 on the Company’s financial instruments has not yet been determined.

(ii) IFRS 15 Revenue from Contracts with Customers (IFRS 15) was issued in May 2014, which covers principles for reporting about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. IFRS 15 is effective for annual periods beginning on or after January 1, 2018. The Company has commenced a review process to determine the impact of adopting this standard on its consolidated financial statements.

(iii) IAS 16 Property, Plant and Equipment (IAS 16) and IAS 38, Intangibles (IAS 38) was issued in May 2014 and prohibits the use of revenue-based depreciation methods for property, plant and equipment and limits the use of revenue-based amortization for intangible assets. These amendments are effective for annual periods beginning on or after January 1, 2016 and are to be applied prospectively. The Company does not expect that the adoption of these amendments will have a material impact on its consolidated financial statements.

Forward-Looking Statements

This MD&A contains “forward-looking information”, as such term is defined in applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, concerning Alamos's future financial or operating performance and other statements that express management's expectations or estimates of future developments, circumstances or results. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “believes”, “anticipates”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “plans” and variations of such words and phrases, or by statements that certain actions, events or results “may”, “will”, “could”, “would” or “might”, “be taken”, “occur” or “be achieved”. Forward-looking information is based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Alamos operates, are inherently subject to significant operational, economic and competitive uncertainties and contingencies. Alamos cautions that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause Alamos's actual results, performance or achievements to be materially different from those expressed or implied by such information, including, but not limited to, gold and silver price volatility; fluctuations in foreign exchange rates and interest rates; the impact of any hedging activities; discrepancies between actual and estimated production, between actual and estimated reserves and resources or between actual and estimated metallurgical recoveries; costs of production; capital expenditure requirements; the costs, timing, technical and political risk of construction and development of new deposits; and the success of exploration and permitting activities. In

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

addition, the factors described or referred to in the section entitled “Risk Factors” in the Company's Annual Information Form for the year ended December 31, 2014 which is available on the SEDAR website at www.sedar.com, should be reviewed in conjunction with the information found in this MD&A. Although Alamos has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in forward-looking information, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information in this MD&A is made as of the date of this interim report, and Alamos disclaims any intention or obligation to update or revise such information, except as required by applicable law.

Cautionary non-GAAP Measures and Additional GAAP Measures


(i)	Cash flow from operating activities before changes in non-cash working capital

The following table reconciles the non-GAAP measure to the consolidated statements of cash flows.



	Q1 2015		Q1 2014
Cash flow from operating activities - IFRS (000)	$2,440		$7,265
Changes in non-cash working capital (000)	(4,933	)	(8,674	)
Cash flow from operating activities before changes in non-cash working capital (000)	$7,373		$15,939


(ii)	Mining cost per tonne of ore



	Q1 2015		Q1 2014
Mining and processing costs - IFRS (000)	$26,616		$17,546
Inventory adjustments and period costs (000)	(2,103	)	3,841
Total cost (000)	$24,513		$21,387
Tonnes Ore stacked / milled (000)	1,572		1,514
Total cost per tonne of ore	$15.59		$14.13


(iii)	Cash operating costs per ounce and total cash costs per ounce

The following table reconciles these non-GAAP measure to the consolidated statements of comprehensive income.



	Q1 2015	Q1 2014
Mining and processing costs - IFRS (000)	$26,616	$17,546
Divided by: Gold ounces sold	36,556	32,161
Total Cash operating costs per ounce	$728	$546

Mining and processing costs - IFRS (000)	$26,616	$17,546
Royalties - IFRS (000)	2,820	$2,305
Total Cash costs (000)	$29,436	$19,851
Divided by: Gold ounces sold	36,556	32,161
Total Cash costs per ounce	$805	$617


(iv)	All-in sustaining cost per ounce

MANAGEMENT’S DISCUSSION & ANALYSIS

(All amounts are expressed in United States dollars, unless otherwise stated)

The following table reconciles these non-GAAP measures to the consolidated statements of comprehensive income.



	Q1 2015	Q1 2014
Mining and processing costs (000)	$26,616	$17,546
Royalties (000)	2,820	2,305
Corporate and administration (000)⁽¹⁾	2,782	3,534
Share-based compensation (000)	1,118	(784		)
Exploration costs (000)⁽²⁾	1,414	2,973
Reclamation cost accretion (000)	359	341
Sustaining capital expenditures (000)	5,655	3,288
	$40,764		$29,203
Divided by: Gold ounces sold	36,556	32,161
All-in sustaining cost per ounce	$1,115	$908


(1)	Excludes corporate and administration costs incurred at the Company’s development projects.


(2)	Excludes exploration associated with the Company’s development projects.


(v)	All-in cost



	Q1 2015		Q1 2014
All-in sustaining cost (above)	$40,764		$29,203
Add: Development and expansion capital (000)	10,351		4,921
Add: Other development and exploration (000)	1,810		1,179
Add: Development project corporate and administration (000)	1,456		550
	54,381		35,853
Divided by: Gold ounces sold	36,556		32,161
All-in cost per ounce		$1,488		$1,115


(vi)	Other additional GAAP measures


•	Mine operating costs - represents the total of mining and processing, royalties, and amortization expense


•	Earnings from mine operations - represents the amount of revenues in excess of mining and processing, royalties, and amortization expense


•	Earnings from operations - represents the amount of earnings before net finance income/expense, foreign exchange gain/loss, other income/loss, and income tax expense

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