Securities Exchange Act of 1934
Rule 14d-10(a)(2)
Rule 14d-11(b)
Rule 14d-11(e)
Rule 14d-11(f)

Exemptive Letter: Exchange offer by Alamos Gold, Inc. for all outstanding ordinary shares of Aurizon Mines Ltd.

March 7, 2013

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Via Facsimile at 212-682-0200 and U.S. Mail

Mile T. Kurta
Torys LLP
1114 Avenue of the Americas
New York, New York 10036-7703

Dear Mr. Kurta:

We are responding to your letter dated March 5, 2013 to Michele M. Anderson and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence and the accompanying letter from Canadian counsel. Unless otherwise noted, all capitalized terms in this letter have the same meaning as in your letter of March 5, 2013.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from:

• Rule 14d-11(b) and 14d-11(f) under the Exchange Act to permit the Pro Ration Mechanism to operate as described in your letter;
   
• Rule 14d-11(e) under the Exchange Act to permit Alamos to take up Common Shares tendered during the Subsequent Offering Period at the intervals described in your letter. We note in granting this relief that Aurizon shareholders will retain withdrawal rights until their tendered shares are accepted for payment; and
   
• Rule 14d-10(a)(2) under the Exchange Act to permit the Pro Ration Mechanism to operate in the manner described during the Subsequent Offering Period.

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated March 5, 2013 and the accompanying letter from Canadian counsel of the same date and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation

Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

Sincerely,

For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,

Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letters:

• Incoming Letter from U.S. Counsel
• Incoming Letter from Canadian Counsel

These letters are in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/aurizon-mines-030713-14d.htm