v3.26.1
Acquisition of Argonaut Gold, Inc.
12 Months Ended
Dec. 31, 2025
Disclosure of detailed information about business combination [abstract]  
Acquisition of Argonaut Gold, Inc.
6ACQUISITION OF ARGONAUT GOLD INC.
On July 12, 2024, the Company completed the acquisition of all the issued and outstanding common shares of Argonaut not already held by Alamos ("Argonaut Transaction"). As part of the Argonaut Transaction, Alamos acquired Argonaut’s Magino mine, located adjacent to Alamos’ Island Gold mine in Ontario, Canada. Argonaut’s assets in the United States and Mexico were spun out as a newly created junior gold producer named Florida Canyon Gold Inc. Under the terms of the Transaction, shareholders of Argonaut received 0.0185 of a Class A common share of Alamos and 0.1 of a common share of Florida Canyon Gold in exchange for each issued and outstanding common share of Argonaut ("exchange ratio").
Alamos issued approximately 20.4 million Class A Shares representing an equity value of $360.1 million on a fully diluted basis (exclusive of the shares previously held by Alamos). Additionally, the Company previously held a 13.8% interest in Argonaut as a result of a CAD$50 million private placement, entered into in contemplation of the acquisition, and which closed on April 4, 2024. The 13.8% interest was revalued as of the date of close and a fair value in respect of the equity investment of $58.9 million was recognized as part of the purchase consideration. A realized gain of $26.1 million, previously recognized in accumulated other comprehensive income was reclassified to retained earnings.
Concurrent with the closing of the Argonaut Transaction, Alamos completed a $10 million private placement into Florida Canyon Gold, increasing Alamos’ equity interest in Florida Canyon Gold to 19.9%.
The Company has determined that the Argonaut Transaction represents a business combination, with Alamos identified as the acquirer. The results of operations have been consolidated with those of the Company from the date of acquisition.
Acquisition and integration related costs of $9.3 million were incurred during the year ended December 31, 2024.
During the second quarter of 2025, the Company finalized the purchase price allocation, which did not result in any adjustment to the preliminary values allocated to the net assets acquired in 2024.
The following table summarizes the final fair value of the total consideration transferred from Alamos shareholders and the fair value of the identified assets acquired and liabilities assumed:
Purchase price:
Fair value of 20.4 million Class A Common Shares issued by the Company (Note 19) (i)
$360.1 
Fair value of 13.8% interest previously held in Argonaut (ii)
58.9
$419.0 
Net assets acquired:PreliminaryProvisional Adjustments
Cash and cash equivalents$6.7 $— $6.7 
Receivables and other assets6.2 — 6.2 
Inventories38.6 38.6 
Mineral properties (Note 10)
307.3 307.3 
Plant and equipment (Note 10)(iii)
683.2 683.2 
Deferred tax asset61.2 61.2 
Accrued liabilities and other liabilities(88.7)— (88.7)
Debt (iv)(v)(301.6)1.9 (299.7)
Other long term liabilities(2.7)(1.9)(4.6)
Derivative hedge liabilities (Note 13) (vi)
(226.0)— (226.0)
Lease liabilities(47.2)(47.2)
Decommissioning liability(18.0)— (18.0)
$419.0 $— $419.0 
(i) The fair value of the Class A Common Shares ("Common Shares") issued was determined using the Company's share price of C$24.02 and foreign exchange ratio of USD/CAD: 1.3616 at the close of transaction on July 12, 2024 (Note 19).
(ii) On July 12, 2024, the fair value of the 13.8% equity investment in Argonaut was bifurcated between the purchase price for the outstanding common shares of Argonaut and the cost base of the 19.99% equity investment in Florida Canyon Gold, based on the exchange ratio. The fair value on July 12, 2024 was determined using Argonaut's closing share price on July 12, 2024 of C$0.51; and foreign exchange ratio of USD/CAD: 1.3616.
(iii) Included in plant and equipment is $47.2 million of ROU assets (Note 10).
(iv) Debt is comprised of a term loan and revolving credit facility of $218.0 million, convertible debentures of $57.5 million, and an obligation related to gold prepayment of $24.2 million.
(v) During the third quarter, the Company repaid the term loan, revolving credit facility and accrued interest, the convertible debentures, the obligation related to gold prepayment, and certain other financial liabilities, totaling $308.3 million of cash payments.
(vi) The Company inherited Argonaut’s hedge book which included gold forward purchase contracts totaling 329,417 ounces between 2024 and 2027. The average forward prices on the contracts ranged between $1,821 and $1,860 per ounce. On July 15, 2024, the Company entered into a gold prepayment agreement ("gold prepayment"), in exchange for settlement of 179,417 ounces of the 2024 and 2025 forward sales contracts acquired from Argonaut (Note 13).