Alamos/Aurizon -- summary under Unsolicited Bids (corporate)

Offer

Each holder of common shares of (TSX- and NYSE-listed) Aurizon may elect to receive $4.65 per share in cash or 0.2801 of an Alamos share for each Aurizon share deposited under the offer (which is conditional, inter alia, on 66 2/3% of the issued and outstanding Aurizon shares (calculated on a fully-diluted basis) being tendered), except that the total amount of cash available under the offer is limited to $305M, and the total number of Alamos shares issuable under the offer is limited to 23.5M shares. Assuming that all shareholders tender to the cash alternative, or all tender to the Alamos share alternative, each Aurizon shareholder will receive $2.04 in cash and 0.1572 of an Alamos for each Aurizon share. The offer represents a premium of approximately 40%. Aurizon shareholders can elect to receive payment in U.S. dollars.

Unless an Aurizon shareholder receives only Alamos shares or only cash, an Aurizon shareholder will be deemed to have received a proportionate amount of shares and cash consideration for the tendered Aurizon shares.

Toehold

At the time of the offer, Alamos has acquired a toehold of approximately 16%, mostly through agreements entered into with fund managers.

Compulsory Acquisition/ Subsequent Acquisition Transaction

If 90% of the shares (other than those held by Alamos and affiliates) are taken up, Alamos intends to acquire the balance on the same terms as under the offer. If there instead is a Subsequent Acquisition Transaction, Alamos intends that the consideration offered would be the same as under the offer, and that the shares acquired under the offer would be voted in favour of such transaction. Alamos believes that the U.S. going-private transaction rule (Rule 13e-3) would not be applicable.

Canadian tax consequences

The s. 85.1 rollover will be available to an Aurizon shareholder who receives only Alamos shares (unless gain or loss is reported on the disposition). Alamos generally will elect jointly with an Aurizon shareholder under 85(1) (or (2)) if the election form is provide within 60 days. "Eligible Holders" for purposes of being eligible to make the election are non-exempt residents, and non-residents whose shares are taxable Canadian property and not treaty-protected property.

Having regard to Alamos having non-resident subsidiaries, the tax disclosure:

is not applicable to a person that (i) is a corporation resident in Canada and (ii) is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of Alamos Shares, controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in proposed [sic] section 212.3….

No opinion expressed on a Subsequent Acquisition Transaction. Standard taxable Canadian property disclosure for non-residents.

U.S. Tax Consequences

Unless Aurizon amalgamates with a subsidiary of Alamos following the offer or a Subsequent Acquisition Transaction, the transaction generally will be taxable. If such an amalgamation occurs, the disposition of Aurizon shares for Alamos shares and/or cash may be treated as an exchange pursuant to a reorganization per s. 368(a) of the Code provided that the exchange transaction and the subsequent amalgamation are treated as a single integrated transaction. If so, a U.S. holder will realize gain on the exchange transaction only to the extent of the U.S. dollar value of any cash received (up to the amount of gain computed on ordinary principles).

The consequences would differ if Aurizon were a PFIC. According to public filings, it does not believe it was a PFIC for its 2011 year.