F-10/A

As filed with the Securities and Exchange Commission on January 31, 2017.

Registration No. 333-215731

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

TO

FORM F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALAMOS GOLD INC.

(Exact name of Registrant as specified in its charter)

Ontario, Canada	1040	NOT APPLICABLE
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number (if applicable))	(I.R.S. Employer Identification No. (if applicable))

BROOKFIELD PLACE, 181 BAY STREET, SUITE 3910, P.O. BOX #823

TORONTO, ONTARIO M5J 2T3

(416) 368-9932

(Address and telephone number of Registrant’s principal executive offices)

TORYS LLP

1114 AVENUE OF THE AMERICAS

23RD FLOOR

NEW YORK, NEW YORK 10036

(212) 880-6000

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

NILS F. ENGELSTAD, ESQ. ALAMOS GOLD INC. 181 BAY STREET, SUITE 3910 P.O. BOX #823 TORONTO, ONTARIO M5J 2T3 (416) 368-9932 MILE T. KURTA, ESQ. TORYS LLP 1114 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 (212) 880-6000 KEVIN MORRIS, ESQ. TORYS LLP 79 WELLINGTON ST W BOX 270, TD SOUTH TOWER TORONTO, ONTARIO M5K 1N2 (416) 865-0040 ADAM GIVERTZ, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 77 KING STREET WEST SUITE 3100 TORONTO, ONTARIO M5K 1J3 (416) 504-0520

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective.

Ontario, Canada

(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box):

A.	☐	upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.	☒	at some future date (check the appropriate box below)
	1.	☐	pursuant to Rule 467(b) on (                ) at (                ) (designate a time not sooner than 7 calendar days after filing).
	2.	☐	pursuant to Rule 467(b) on (                ) at (                ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (                ).
	3.	☐	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4.	☒	after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act, or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

I-1

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities in those jurisdictions. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada and filed with the U.S. Securities and Exchange Commission in the U.S. Copies of the documents incorporated herein by reference may be obtained on request, without charge, from the Assistant Corporate Secretary of Alamos Gold Inc. at Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario M5J 2T3, telephone 1-(866)-788-8801, and are also available electronically at www.sedar.com and www.sec.gov.

Preliminary Short Form Prospectus dated January 31, 2017 in the Province of Quebec and

Second Amended and Restated Preliminary Short Form Prospectus

Amending and Restating the Amended and Restated Preliminary Short Form Prospectus

dated January 26, 2017

Amending and Restating the Preliminary Short Form Prospectus dated January 25, 2017 in each of the other provinces and territories of Canada

New Issue January 31, 2017

ALAMOS GOLD INC.

US$250,027,500

31,450,000 Class A Common Shares

This short form prospectus of Alamos Gold Inc. (the “Company” or “Alamos”) qualifies the distribution (the “Offering”) of 31,450,000 class A common shares of the Company (the “Offered Shares”) at a price of US$7.95 per Offered Share (the “Offering Price”). The Offered Shares are being offered pursuant to an underwriting agreement dated January 26, 2017 as amended and restated on January 31, 2017 (the “Underwriting Agreement”) between the Company and TD Securities Inc., BMO Nesbitt Burns Inc., Macquarie Capital Markets Canada Ltd., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., Desjardins Securities Inc., Haywood Securities Inc., Paradigm Capital Inc., RBC Dominion Securities Inc., Barclays Capital Canada Inc., GMP Securities L.P., HSBC Securities (Canada) Inc., Merrill Lynch Canada Inc., Raymond James Ltd., Citigroup Global Markets Canada Inc. and Morgan Stanley Canada Limited (collectively, the “Underwriters”). The Offering is being made concurrently in Canada under the terms of this short form prospectus and in the United States under the terms of a Registration Statement on Form F-10 filed with the U.S. Securities and Exchange Commission (the “SEC”).

The class A common shares of the Company (“Common Shares”) are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “AGI” and on the New York Stock Exchange (the “NYSE”) under the symbol “AGI”. On January 24, 2017, the last trading day prior to the date of the public announcement of the Offering, the closing price of the Common Shares on the TSX was Cdn$11.08 and the closing price of the Common Shares on the NYSE

was US$8.45. On January 30, 2017, the last trading day prior to the date of this short form prospectus, the closing price of the Common Shares on the TSX was Cdn$9.68 and the closing price of the Common Shares on the NYSE was US$7.37. The Company has applied to list the Offered Shares on the TSX and the NYSE. Listing on the TSX will be subject to the Company fulfilling all of the listing requirements of the TSX. Listing on the NYSE will be subject to the Company fulfilling all of the listing requirements of the NYSE.

This offering is made by a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted by the United States (“U.S.”) and Canada, to prepare this short form prospectus in accordance with Canadian disclosure requirements. Purchasers of the Offered Shares should be aware that such requirements are different from those of the U.S. Financial statements incorporated herein by reference have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”), that were applicable as at the date of the financial statements, and thus may not be comparable to financial statements of U.S. companies. Financial statements which will be deemed incorporated by reference herein in the future will be prepared in accordance with IFRS.

Purchasers of the Offered Shares should be aware that the acquisition of the Offered Shares may have tax consequences both in the United States and in Canada. Such consequences for purchasers who are resident in, or citizens of, the United States or who are resident in Canada may not be described fully herein. Purchasers of the Offered Shares should read the tax discussion contained in this short form prospectus with respect to the Offered Shares and consult their own tax advisors.

The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of Canada, that most of its officers and directors are not residents of the United States, that some or all of the underwriters or experts named in the registration statement are not residents of the United States, and that a substantial portion of the assets of the Company and said persons are located outside the United States.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR CANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE SECURITIES OR DETERMINED IF THIS SHORT FORM PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Price US$7.95 per Common Share

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement and subject to the approval of certain legal matters on behalf of the Company by Torys LLP with respect to Canadian and U.S. legal matters and on behalf of the Underwriters by Fasken Martineau DuMoulin LLP with respect to Canadian legal matters and by Paul, Weiss, Rifkind, Wharton & Garrison LLP with respect to U.S. legal matters. The Offering Price was determined by negotiation between the Company and the Underwriters.

Investing in the Common Shares involves significant risks. See “Risk Factors”. Investors should carefully read the “Risk Factors” section of this short form prospectus and the documents incorporated by reference herein.

The Company’s head and registered office is Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario M5J 2T3.

	Price to the Public	Underwriters’ Fee(1)	Net Proceeds to the Company(2)(3)
Per Offered Share	US$7.95	US$0.318	US$7.632
Total Offering	US$250,027,500	US$10,001,100	US$240,026,400

(1) The Company has agreed to pay the Underwriters an aggregate fee (the “Underwriting Fee”) equal to 4.00% of the gross proceeds of the Offering.

(2) After deducting the Underwriters’ fee payable by the Company but before deducting expenses of the Offering, estimated to be US$670,000.

(3) The Company has granted to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part, at any time and from time to time for a period of 30 days following the closing of the Offering, to purchase up to an additional 4,717,500 Common Shares (the “Additional Shares”) at the Offering Price on the same terms and conditions as the issuance of the Offered Shares for the purposes of covering the Underwriters’ over-allocation position, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public, Underwriting Fee and net proceeds to the Company (before deducting expenses of the Offering) will be US$287,531,625, US$11,501,265 and US$276,030,360, respectively. This short form prospectus also qualifies the grant of the Over-Allotment Option and the distribution of any Additional Shares to be issued and sold upon exercise of the Over-Allotment Option. A purchaser who acquires Additional Shares forming part of the Underwriters’ over-allocation position acquires such shares under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Unless the context otherwise requires, all references to “Offered Shares” in this short form prospectus include the Additional Shares. See “Plan of Distribution”.

The following table sets out the number of Additional Shares that may be issued by the Company to the Underwriters pursuant to the Over-Allotment Option.

Underwriters’ position	Maximum size or number of securities available	Exercise period	Exercise price
Over-Allotment Option	4,717,500 Additional Shares	At any time during the 30 days following closing of the Offering	US$7.95 per Additional Share

In connection with the Offering and subject to applicable laws, the Underwriters may effect transactions that are intended to stabilize or maintain the market price of the Common Shares at levels other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Offered Shares at a price lower than the price indicated above. See “Plan of Distribution”.

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing of the Offering (the “Closing Date”) is expected to occur on or about February 9, 2017, or such later date as the Company and the Underwriters may agree. Other than pursuant to certain exceptions, registration of interests in and transfers of the Common Shares under the Offering held through CDS Clearing and Depository Services Inc. (“CDS’) or its nominee will be made electronically through the non-certificated inventory (“NCI”) system of CDS. The Offered Shares registered to CDS or its nominee will be deposited electronically with CDS on the closing date of the Offering. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer which is a CDS participant and from or through whom the offered Shares are purchased.

TD Securities Inc. and BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and Scotia Capital Inc. are affiliates of Canadian chartered banks that are part of a syndicate of lenders that has provided a $150 million credit facility to the Company. Consequently, the Company may be considered a “connected issuer” of each of TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial lnc. and Scotia Capital lnc. under applicable Canadian securities laws. See “Plan of Distribution –Relationship between the Company and Certain of the Underwriters”.

All dollar amounts in this short form prospectus are expressed in United States dollars, except as otherwise indicated. References to “$”, “US$” or “dollars” are to United States dollars and references to “Cdn$” are to Canadian dollars.

TABLE OF CONTENTS

	Page
IMPORTANT NOTICE ABOUT INFORMATION IN THIS SHORT FORM PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION		1
CAUTIONARY NOTE REGARDING NON-GAAP MEASURES AND ADDITIONAL GAAP MEASURES		2
TECHNICAL INFORMATION		3
CAUTIONARY NOTE REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES		4
PRESENTATION OF FINANCIAL INFORMATION		4
EXCHANGE RATE INFORMATION		5
ELIGIBILITY FOR INVESTMENT		5
THE COMPANY		5
MINERAL PROJECTS		6
DOCUMENTS INCORPORATED BY REFERENCE		24
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		25
USE OF PROCEEDS		25
PLAN OF DISTRIBUTION		26
DESCRIPTION OF COMMON SHARES		28
CONSOLIDATED CAPITALIZATION		29
PRICE RANGE AND TRADING VOLUME		30
PRIOR SALES		30
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		32
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		36
RISK FACTORS		39
INTERESTS OF EXPERTS		42
LEGAL MATTERS		42
AUDITORS, TRANSFER AGENT AND REGISTRAR		42
ENFORCEMENT OF CERTAIN CIVIL LIABILITIES		43
RECONCILIATION OF NON-GAAP MEASURES		43

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IMPORTANT NOTICE ABOUT INFORMATION IN THIS SHORT FORM PROSPECTUS

Investors should rely only on information contained or incorporated by reference in this short form prospectus. The Company has not, and the Underwriters have not, authorized anyone to provide the investor with different information. If anyone provides you with any different, inconsistent or other information, you should not rely on it. Investors should not assume that the information contained in this short form prospectus is accurate as of any date other than the date on the front of this short form prospectus, unless otherwise noted herein. It should be assumed that the information appearing in this short form prospectus and the documents incorporated herein by reference are accurate only as of their respective dates. The business, financial condition, results of operations and prospects of the Company may have changed since those dates.

The Company is not, and the Underwriters are not, making an offer in respect of the Offered Shares in any jurisdiction where the offer is not permitted by law.

CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION

This short form prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and “forward-looking information” within the meaning of applicable Canadian securities laws, concerning the Company, its properties and assets and other matters. All statements other than statements of historical fact included in this short form prospectus and the documents incorporated by reference herein are forward-looking statements, including, without limitation, statements regarding forecasted gold and silver production, forecasted gold and silver grades, achieving projected recovery rates, anticipated production rates and mine life, operating efficiencies, anticipated costs and expenditures, changes in mineral resources and conversion of mineral resources to proven and probable reserves, waste-to-ore ratios, anticipated exploration, development, permitting, construction, production and other activities on the Company’s properties and other information that is based on forecasts of future operational or financial results, estimates of amounts not yet determinable, and assumptions of management. Estimates of mineral resources and mineral reserves are also forward-looking statements because they constitute projections, based on certain estimates and assumptions, regarding the amount of minerals that may be encountered in the future and/or the anticipated economics of production, should a production decision be made. Exploration results that include geophysics, sampling, and drill results on wide spacing 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”. Any forward-looking statements contained in this short form prospectus or the documents incorporated by reference herein reflect management’s beliefs and are based on information available to management at the time such statements are made. 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. Important factors that could cause actual results to differ materially from the Company’s expectations include risks related to the on-going business of the Company, including 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 risk factors described in the section entitled “Risk Factors” in the Company’s annual information form incorporated by reference herein and under the heading “Risk Factors” in this short form prospectus. The forward-looking statements contained

in this short form prospectus and the documents incorporated by reference herein are based upon assumptions management of the Company believes to be reasonable, including, without limitation, the ongoing operation of the Company’s properties in a manner consistent with past practice, no material adverse change in the market price of gold or silver, no adverse development in respect of any of the Company’s material mineral properties, integration of acquired assets, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Although the Company 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 and investors are cautioned that forward-looking statements are not guarantees of future performance. Accordingly, investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. The forward-looking statements herein are made as of the date of this short form prospectus only and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

CAUTIONARY NOTE REGARDING 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 in accordance with GAAP. See “Reconciliation of Non-GAAP Measures”.

“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. “Free cash flow” is a non-GAAP performance measure that is calculated as cash flows from operations net of cash flows invested in mineral property, plant and equipment and exploration and evaluation assets as presented on the Company’s consolidated statements of cash flows and that would provide an indication of the Company’s ability to generate cash flows from its mineral projects. “Mine site free cash flow” is a non-GAAP measure which includes cash flow from operating activities, less capital expenditures, at each mine site. Return on Equity is defined as Earnings from Continuing Operations divided by the average Total Equity for the current and previous year. “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. “Total cash costs per ounce”, “all-in sustaining costs per ounce”, and “mine-site all-in sustaining costs” 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 these metrics as determined by the Company compared with other mining companies. In this context, “total cash costs” reflects mining and processing costs allocated from in-process and dore inventory and associated royalties with ounces of gold sold in the period. Total cash costs per ounce are exclusive of exploration costs. “All-in sustaining costs per ounce” include total cash costs, exploration, corporate and administrative, share based compensation and sustaining capital costs. “Mine-site all-in sustaining costs” include total cash costs, exploration, and sustaining capital costs for the mine-site, but exclude an allocation of corporate and administrative and share based compensation.

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. This includes “Earnings from

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operations”, which is intended to provide an indication of the Company’s operating performance, and represents the amount of earnings before net finance income/expense, foreign exchange gain/loss, other income/loss, and income tax expense. 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.

TECHNICAL INFORMATION

Alamos has identified its Young-Davidson mine and Mulatos mine as material mineral projects for purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

The disclosure in this short form prospectus and the documents incorporated by reference herein of a scientific or technical nature for the Young-Davidson mine is supported by the technical report entitled “NI 43-101 Technical Report on the Young-Davidson Mine, Matachewan, Ontario” and dated January 25, 2017. The technical report was prepared by Chris Bostwick, FAusIMM, Vice President Technical Services of the Company, and Jeffrey Volk, CPG, FAusIMM, Director – Reserves and Resources of the Company, who are each a “qualified person” as defined by NI 43-101. The technical report has been filed on SEDAR under the Company’s profile at www.sedar.com and is available on the SEC’s website at www.sec.gov.

The disclosure in this short form prospectus and the documents incorporated by reference herein of a scientific or technical nature for the Mulatos mine is supported by the technical report entitled “Mulatos Project Technical Report Update (2012)” and dated December 21, 2012. The technical report was prepared by Joseph M. Keane, P.E., of K D Engineering; Marc Jutras, P.Eng., of Alamos Gold Inc.; Kenneth J. Balleweg, P.Geo., B.Sc., M.Sc., of Alamos Gold Inc.; Herbert E. Welhener, MMSA-QPM, of Independent Mining Consultants; Mark A. Odell, P.E., of Practical Mining LLC; Russell A. Browne, P.E., of Golder Associates; Susan E. Ames, Ph.D., P.Ag. CAD, of Rescan Environmental Services Ltd.; and Dawn H. Garcia, P.G., C.P.G., of SRK Consulting, who are each a “qualified person” as defined by NI 43-101. The technical report has been filed on SEDAR under the Company’s profile at www.sedar.com and is available on the SEC’s website at www.sec.gov.

Chris Bostwick, FAusIMM, Vice President Technical Services of the Company, a “qualified person” as defined by NI 43-101, supervised the preparation of the December 31, 2015 mineral reserve estimates for the Young Davidson – Surface, Young Davidson – Underground, San Carlos Underground and El Chanate projects contained in the documents incorporated by reference herein.

Jeffrey Volk, CPG, FAusIMM, Director – Reserves and Resources of the Company, a “qualified person” as defined by NI 43-101, supervised the preparation of the December 31, 2015 mineral resource estimates for the Young Davidson – Surface, Young Davidson – Underground, San Carlos Underground, El Chanate, Lynn Lake and Orion projects contained in the documents incorporated by reference herein.

Herbert Welhener, SME-QP, Vice President, Independent Mining Consultants Inc., a “qualified person” as defined by NI 43-101, supervised the preparation of the December 31, 2015 mineral reserve estimates for the Mulatos Main Open Pit, Cerro Pelon and La Yaqui projects contained in the documents incorporated by reference herein and the September 1, 2016 mineral reserve estimate for the La Yaqui project referred to in this short form prospectus.

Marc Jutras, P.Eng, Principal, Ginto Consulting Inc., a “qualified person” as defined by NI 43-101, supervised the preparation of the December 31, 2015 mineral resource estimates for the Mulatos Main Open Pit, Cerro Pelon, La Yaqui, Carricito, Esperanza, Aği Daği, Kirazli, Çamyurt and Quartz Mountain projects contained in the documents incorporated by reference herein and the September 1, 2016 mineral resource estimate for the La Yaqui project referred to in this short form prospectus.

Additional disclosure in this short form prospectus and the documents incorporated by reference herein of a scientific or technical nature was reviewed and approved by Chris Bostwick, FAusIMM, Vice President,

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Technical Services of the Company, a “qualified person” as defined by NI 43-101, and, with respect to the geological and exploration content thereof, by Aoife McGrath, M.Sc., M.AIG, Vice President, Exploration of the Company, a “qualified person” as defined by NI 43-101.

CAUTIONARY NOTE REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES

Unless otherwise indicated, all resource and reserve estimates included in this short form prospectus and the documents incorporated by reference herein have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Standards. These definitions differ materially from the definitions in SEC Industry Guide 7 (“SEC Industry Guide 7”) under the 1933 Act, as amended, and the U.S. Exchange Act. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101 and the CIM Standards; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre – feasibility studies, except in very limited circumstances. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

PRESENTATION OF FINANCIAL INFORMATION

The financial statements of the Company incorporated herein by reference are reported in United States dollars. In this short form prospectus, except where otherwise indicated, all dollar amounts are expressed in United States dollars. References to “$”, “US$” and “dollars” are to United States dollars and references to “Cdn$” are to Canadian dollars.

The Company’s audited consolidated financial statements for the years ended December 31, 2015 and 2014 have been prepared in accordance with IFRS. The Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2016 have been prepared in accordance with IFRS relevant to the preparation of interim financial statements. Former Alamos’ (as defined herein) audited consolidated financial statements for the fiscal year ended December 31, 2014 have been prepared in accordance with IFRS. Former Alamos’ unaudited interim consolidated financial statements for the three months ended March 31, 2015 have been prepared in accordance with IFRS relevant to the preparation of interim financial statements. The Company’s unaudited pro forma consolidated balance sheet as at March 31, 2015 and the Company’s unaudited pro forma consolidated statement of operations for the three months ended March 31, 2015 and the year ended December 31, 2014 have been prepared in accordance with IFRS. IFRS differs in some significant respects from generally accepted accounting principles in the United States, and thus the financial statements may not be comparable to financial statements of United States companies.

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EXCHANGE RATE INFORMATION

The following table sets forth, for each period indicated, the high and low exchange rates for United States dollars expressed in Canadian dollars; the average of such exchange rates for each day during such period; and the exchange rate at the end of such period, each based on the noon rate of exchange as reported by the Bank of Canada.

	Nine months ended September 30, 2016		Year ended December 31,
			2015		2014		2013
High	Cdn$	1.4589	Cdn$	1.3990	Cdn$	1.1643	Cdn$	1.0697
Low	Cdn$	1.2544	Cdn$	1.1728	Cdn$	1.0614	Cdn$	0.9839
Average for the Period	Cdn$	1.3218	Cdn$	1.2787	Cdn$	1.1045	Cdn$	1.0299
End of Period	Cdn$	1.3117	Cdn$	1.3840	Cdn$	1.1601	Cdn$	1.0636

On January 30, 2017, the noon buying rate (as reported by the Bank of Canada) was US$1.00 = Cdn$1.3093.

ELIGIBILITY FOR INVESTMENT

In the opinion of Torys LLP, counsel to the Company, and Fasken Martineau DuMoulin LLP, counsel to the Underwriters, based on the provisions of the Income Tax Act (Canada) (collectively with the regulations thereunder, the “Tax Act”) in force as of the date hereof, provided the Offered Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSX and the NYSE) or the Company is a “public corporation” as defined in the Tax Act, the Offered Shares being offered pursuant to this short form prospectus, if issued on the date hereof, would be “qualified investments” under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), registered retirement income fund (“RRIF”), deferred profit sharing plan, a registered education savings plan, registered disability savings plan or tax-free savings account (“TFSA”), all as defined in the Tax Act.

Notwithstanding the foregoing, a holder of a TFSA or an annuitant under an RRSP or RRIF, as the case may be, will be subject to a penalty tax if the Offered Shares held in the TFSA, RRSP or, RRIF are a “prohibited investment”, as defined in the Tax Act, for the TFSA, RRSP or, RRIF or TFSA, as the case may be. The Offered Shares generally will not be a “prohibited investment” for a TFSA, RRSP or RRIF if, for purposes of the Tax Act, the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, (i) deals at arm’s length with the Company for the purposes of the Tax Act and (ii) does not have a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company. In addition, the Offered Shares will not be a “prohibited investment” if the Offered Shares are “excluded property”, as defined in the Tax Act, for a TFSA, RRSP or RRIF. Prospective purchasers should consult their own tax advisors as to whether the Offered Shares will be a “prohibited investment” in their particular circumstances.

THE COMPANY

The Company is a mining company engaged in the mining and extraction of, and exploration for, precious metals, primarily gold. The Company owns and operates the Young-Davidson mine in Ontario, Canada and the Mulatos mine and El Chanate mine in the state of Sonora, Mexico. In 2016, the Young-Davidson mine produced 170,000 ounces of gold, the Mulatos mine produced 154,000 ounces of gold and the El Chanate mine produced 68,000 ounces of gold. The Company also owns the development-stage Ağı Dağı, Kirazlı and Çamyurt projects in the Biga district of northwestern Turkey (acquired 2010), the Esperanza gold project in Morelos State, Mexico (acquired 2013), the Quartz Mountain property in Oregon, USA (acquired 2013), and the Lynn Lake gold project in Lynn Lake, Manitoba (remaining interest acquired 2016).

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Recent Developments

On January 6, 2017, the Company announced its production for the fourth quarter of 2016 and its production and cost guidance for 2017. The Company produced 392,000 ounces of gold in 2016. The Company sold a record 107,504 ounces of gold in the fourth quarter of 2016 at an average realized price of $1,229 per ounce, $8 per ounce above the London Fix, for record revenues of approximately $132 million. All-in sustaining costs for 2016 have not been finalized but are expected to be approximately $1,000 per ounce. Gold production is expected to increase to a range of 400,000 to 430,000 ounces in 2017, a 6% increase from 2016 (based on the mid-point of guidance). All-in sustaining costs are expected to decrease to $940 per ounce of gold sold in 2017 reflecting further cost reductions at both Young-Davidson and Mulatos. Excluding higher cost production from El Chanate, all-in sustaining costs are expected to decrease to $890 per ounce.

On January 5, 2017, the Company reported that it had received the forestry permits required for the development of its Kirazli gold project from the Forestry General Directorate in Turkey. With the Environmental Impact Study and Forestry Permits for Kirazli approved by the federal government, Alamos is pursuing the GSM (Business Opening and Operation) permit which is granted by the Çanakkale Governorship.

On October 6, 2016, the Company reported it had received final approval of the Environmental Impact Assessment (“EIA”) for Phase I of its La Yaqui project. Construction activities for the development of Phase I commenced in December 2016, with production on track for the second half of 2017.

MINERAL PROJECTS

The Company considers its Young-Davidson mine and Mulatos mine material mineral projects for purposes of NI 43-101. Set forth below is certain mining and technical information in relation to those mines and certain of the Company’s other mines and projects.

Young-Davidson Mine

The Young-Davidson mine is located near the town of Matachewan, approximately 60 kilometres west of Kirkland Lake in Northern Ontario. The property consists of contiguous mineral leases and claims totaling 11,000 acres and is situated on the site of two past producing mines that produced almost one million ounces of gold between 1934 and 1957. The Young-Davidson mine consists of an underground mine, currently mining at a rate of between 6,500 and 7,500 tonnes per day, a conventional flotation and carbon-in-leach (CIL) mill and associated infrastructure. The mine has been in continuous operation since 2012.

Property Description and Location and Access

The Young-Davidson mine is located in northern Ontario, Canada, centrally located between Timmins, Kirkland Lake, North Bay and Sudbury, each of which have businesses that service the mining industry. The property is accessed by paved Highway 566, three kilometres west of the town of Matachewan.

The Company owns 100% of the mineral rights to all of the mineral resource related claims at the former Young-Davidson mine and the adjoining Matachewan Consolidated Mines Limited mine (the “MCM Mine”), which together comprise the modern day Young-Davidson mine. The Company also holds the mineral rights to 200 tenures from mining leases to exploration claims covering 4,734 hectares surrounding and including the Young-Davidson mine. The contiguous claim block that covers the Young-Davidson mine is hereinafter referred to as “Young-Davidson”. These tenures were acquired either through staking, application, or option agreements.

Collectively, Young-Davidson is subject to nine separate agreements with different obligations and royalties for each agreement. Based on the currently defined mineral reserves and resources, the only royalties to apply are:

(i) a sliding scale royalty held by Matachewan Consolidated Mines Limited that relates to the eastern portion of the open pit and a small portion of the underground resource, which together total approximately 1,000,000 tonnes;

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(ii) a per ton royalty held by the Welsh Estate that affects almost 424,000 tonnes; and

(iii) a 1.5% net smelter return royalty due to AuRico Metals Inc., applicable since July 2015.

The Company controls sufficient surface rights to cover the sites required for all project buildings and fixed installations for the life of mine. The Company believes it has all of the necessary surface rights to dispose of waste rock and tailings on additional areas of the property. The Company’s land ownership and mineral tenures are registered with the Government of Ontario. All permits required to operate the mine are currently in place.

As Young-Davidson was the site of two former producing gold mines there is existing surface disturbance in the form of old workings, building foundations and tailings sites. Although there is no clean up order on these sites, infrastructure was designed to incorporate these sites where possible so that they are remediated as part of the mine closure plan.

Other than as described above, the Company is not aware of any rights, agreements or encumbrances to which Young-Davidson is subject, which would adversely affect the value of the property or the Company’s ownership.

The daily average mean temperature in nearby Kirkland Lake, Ontario is 1.7°C. The extreme maximum recorded temperature is 38.9°C and the extreme minimum temperature is -47°C. The average annual precipitation is 884 millimetres, comprising 590 millimetres as rainfall and 294 millimetres as snowfall. Given this climate, exploration and mining development activities can be carried out at all times of the year.

The surface rights possessed by the Company are sufficient for planned mining operations, availability of sources of power, water, mining personnel, potential tailings storage areas, and potential waste disposal. Electricity is provided from the provincial grid through a transmission line that was upgraded prior to commercial production.

The property is typical of northern Ontario with forest covered low rolling hills, small lakes and wetlands with numerous gravel roads providing access to all areas of the property. Average elevation on the property is 330 metres above sea level.

History

The initial discovery of gold in the project area was made by prospector Jake Davidson in 1916 on what became the former Young-Davidson mine. This sparked a staking rush that resulted in a second discovery by Samuel Otisse on what became the MCM Mine property. Surface prospecting, trenching and outcrop stripping continued intermittently for the next seventeen years on both properties. During this time a joint venture was established between Hollinger Corporation and Young-Davidson Mines Limited and underground mine production was initiated in 1934 and continued until 1957, over which time a total of 5.6 million tonnes were mined producing 585,690 ounces of gold (3.22 g/t recovered grade). Production from the MCM Mine property over the period 1934-1954 totaled 3.2 million tonnes, and 378,101 ounces of gold (3.67 g/t recovered grade). Following closure of the mines, the properties remained dormant until 1980 at which time Pamour Mines concluded option/joint venture agreements on both properties with the aim of establishing an open pit operation. Approximately 96,000 tonnes of ore were mined and trucked to the Pamour mill facility east of Timmins.

In 1995, Royal Oak Mines Inc. (“Royal Oak”), a successor company to Pamour Mines, initiated extensive diamond drilling to define an open pit resource, initiated shaft dewatering with a view to underground exploration, conducted shaft rehabilitation as well as engineering studies and environmental assessment studies with a view to re-opening the mines. Following the bankruptcy of Royal Oak, the property was dormant for several years before being acquired by a private company in 2000. This private company undertook limited exploration and, in 2002, vended the asset into Young-Davidson Mines Limited, the same company that had discovered the property. Young-Davidson Mines Limited re-initiated exploration with 9,312 metres of drilling in 58 diamond drill holes.

- 7 -

In late 2005, Northgate Minerals Corporation (“Northgate”) amalgamated with Young-Davidson Mines Limited through a plan of arrangement, and proceeded with surface exploration, particularly diamond drilling, environmental and engineering studies and underground exploration and development.

In 2011, AuRico Gold Inc. (“AuRico”) acquired Northgate, which included Young-Davidson.

In 2015, AuRico and Alamos Gold Inc. (“Former Alamos”) combined to form the Company.

Geological Setting, Mineralization and Deposit Types

Young-Davidson is situated within the southwestern part of the Abitibi Greenstone Belt. The Abitibi Greenstone Belt consists of a complex and diverse array of volcanic, sedimentary, and plutonic rocks typically metamorphosed to greenschist facies grade, but locally attaining amphibolite facies grade. Volcanic rocks range in composition from rhyolitic to komatiitic and commonly occur as mafic to felsic volcanic cycles. Sedimentary rocks consist of both chemical and clastic varieties and occur as both intravolcanic sequences and as uncomformably overlying sequences. A wide spectrum of mafic to felsic, pre-tectonic, syn-tectonic and post-tectonic intrusive rocks are present. All lithologies are cut by late, generally northeast-trending proterozoic diabase dikes.

The Abitibi Greenstone Belt rocks have undergone a complex sequence of deformation events ranging from early folding and faulting through later upright folding, faulting and ductile shearing resulting in the development of large, dominantly east-west trending, crustal-scale structures that form a lozenge-like pattern. The regional Larder Lake-Cadillac Fault Zone (“LLCFZ”) cuts across the Young-Davidson project area. The LLCFZ has a sub-vertical dip and generally strikes east-west. The LLCFZ is characterized by chlorite-talc-carbonate schist and the deformation zone can be followed for over 120 miles from west of Kirkland Lake to Val d’Or, Québec.

There are three important groups of archean sedimentary rocks in the district. The oldest are Pontiac Group quartz greywacke and argillite, which occur as thick assemblages in Québec, while interbedded within the Larder Lake Group volcanic rocks are turbiditic siltstones and greywackes of the Porcupine Group. Uncomformably overlying is Timiskiming Group Conglomerate, turbidite and iron formation with minor interbedded alkalic volcaniclastic units.

Archean intrusive rocks are numerous in the district but are largely manifested as small stocks, dikes and plugs of augite syenite, syenite and feldspar porphyry occurring in close temporal and spatial association with the distribution of Timiskiming Group sediments. The main syenite mass, which hosts most of the gold mineralization on Young-Davidson, measures almost 3,000 feet east-west by 1,000 feet north-south.

Huronian proterozoic sedimentary rocks onlap and define the southern limit of the Abitibi in Ontario. In the project area these rocks are correlative to the Gowganda Formation tillite. Post-Archean dike rocks include Matachewan diabase and younger Nipissing diabase, which respectively bracket the Huronian unconformity in the project area.

Essentially all of the historical production at the former Young-Davidson mine and approximately 60% of the production from the MCM Mine was from syenite-hosted gold mineralization. Most of the current open pit and underground resources are also related to syenite-hosted gold. The syenite-hosted gold mineralization consists of a stockwork of quartz veinlets and narrow quartz veins, rarely greater than a few inches in thickness, situated within a broader halo of disseminated pyrite and potassic alteration. Visible gold is common in the narrower, glassy-textured quartz veinlets. In general, gold grades increase with quartz veinlet abundance, pyrite abundance, and alteration intensity. Mineralized areas are visually distinctive and are characterized by brick red to pink K-feldspar-rich syenite containing two to three percent disseminated pyrite and several orientations of quartz extension veinlets and veins. The quartz veins and veinlets commonly contain accessory carbonate, pyrite, and feldspar.

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Exploration

There has been no recent exploration undertaken at Young-Davidson with the exception of the drilling programs outlined in the next section.

Drilling

Since the discovery of gold in the project area until October 14, 2008 a total of 293,774 metres of surface and underground diamond drill holes were completed. With the exception of the holes pre-dating 1980 (324 holes, 20,236 metres), all of the drill logs have been preserved. All holes have been plotted on historic records and these hole traces and assays have now been entered into the database. All holes since 1988 have been surveyed for their collar co-ordinates and it is assumed that all pre-1988 underground hole collars were surveyed as per industry practice at the time of production. Since 1980 all holes have been down hole surveyed using a tropari instrument or acid test and since 2006 all drill holes have been surveyed using FLEXIT and/or a gyroscopic instrument in order to measure down hole deviation.

Underground drill holes were AQ core (27 millimetres diameter) as was the practice of the day, surface holes pre-dating AuRico were, with one exception, BQ core (36.5 millimetres diameter) and all holes by AuRico (and the one exception) have been NQ core (47.6 millimetres diameter) except where a reduction to BQ (36.5 millimetres diameter) has been required to complete the hole in problematic ground conditions. Core recovery and rock quality designations have not been noted in historic drill logs, however in all the holes by AuRico core recovery has been excellent and the rock quality designation (“RQD”) factor has been very high indicating very competent rock.

From 2009 to 2015, a total of 269 surface exploration drill holes were completed for a total of 136,076 metres. No surface exploration was undertaken in 2016.

From 2009 to 2015, a total of four underground exploration drill holes were completed for a total of 918 metres. No underground exploration was undertaken in 2016.

From 2009 to 2016, a total of 1,707 underground infill drill holes were completed for a total of 227,473 metres.

Sampling, Analysis and Data Verification

Drill core is transported directly from the drill rigs to the secure core logging facility. Core is logged with geological information being recorded, including rock type, degree of alteration, estimated percentage of sulfide minerals and vein intensity. Zones of interest are marked out and assigned a sample number and assay tags are stapled into the box as well as being inserted into the sample base. Most of the core has been split with a hydraulic splitter, with a small number of samples cut with a diamond bladed core saw. The majority of the samples are 1.5 metres in core length and most of the historic samples are in five foot lengths. Assay procedures were not well documented prior to 2003, but it is assumed that conventional crushing, pulverizing and classical fire assay techniques were used.

Prior to sample shipment, a number of measures have been implemented which were designed to maintain a high level of security at the core logging facility, at the mine property and while the samples are in transit.

Upon arrival at the ALS Global laboratory, samples were logged into the laboratory tracking system and weighed. Each core sample was entirely crushed to better than 70% -2 millimetre (minus 10 mesh). A 250 gram split of crushed material was taken and pulverized. Certified reference material (“CRM”) and blanks were inserted with samples prior to analysis. Fifty gram aliquots were weighed for fire assay. Fire assay fusion was by lead flux with a silver collector and atomic absorption finish. Each sample was also submitted for a 34 element analysis, aqua-regia acid digestion and ICP-AES. This process quantitatively dissolves base metals for the majority of geological materials. Major rock forming elements and more resistive metals are only partially dissolved. All sample batches were subjected to the laboratory’s internal quality control procedures.

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All mine samples, including blasthole, underground channel, and underground drill core are assayed at the on-site laboratory operated the Company. The Company has been advised by ALS Global that the laboratory is well- equipped, fully ventilated, and staffed by experienced personnel. Samples are prepared and analyzed as described above. The mine laboratory is externally audited on a periodic basis. A check assay program and participation in an international round robin was initiated in 2014.

No information has been compiled that describes the quality control (“QC”) and quality assurance (“QA”) procedures for the pre-2003 drilling, however it is unlikely that blanks and CRMs were used as this did not become standard industry practice until the early 2000’s. The main form of QA/QC would have been periodic re-assaying of anomalous samples with introduction of blanks in the early 1980s and 1990s.

The QA/QC for the 2006, 2007 and 2008 programs is documented in the technical documents filed on SEDAR at www.sedar.com. In essence this data amounted to four percent of the entire population of samples submitted for analysis, including blanks, standards, and duplicates. Additionally, about 15-20% of pulp replicates and 2.5% of reject duplicates were analyzed and incorporated into final assay grade to improve overall precision. The QA/QC data is monitored as the samples are being processed at the laboratories and where analytical problems are identified the laboratory is required to reanalyze the samples.

Based on this work it was concluded that the data is reliable and suitable for supporting mineral resource and mineral reserve estimation work.

The project data base has been subject to verification or audit by Scott Wilson Roscoe Postle Associates Inc. (2006), AMEC plc (2008) and Company geologists (2006, 2007 and 2008) who had no direct involvement with the project. Collar co-ordinates, down hole survey tests and assay intervals were verified against a variety of supporting documentation. Where errors have been identified these were corrected and procedures put in place to prevent re-occurrence and to expedite future data verification programs. In each case the third party audit has concluded that the database is valid and acceptable for supporting resource estimation work on the project.

Mineral Processing and Metallurgical Testing

The metallurgical testwork programs considered for feasibility study were completed in 2008 and early 2009 at SGS Lakefield. Results of these tests provided the data used for the design criteria.

The tests were conducted on samples from 32 holes selected across the mineralization from which five zone composites and a master composite were prepared. Flowsheet optimization was conducted on the master composite. Once the metallurgical parameters were optimized, the five zone composite and 32 individual samples were used for variability testing.

The grinding characteristics of the design mineralized material, an equal mixture of Upper Boundary Zone, Lower Boundary Zone and Pit Zone material as combined material for pilot plant feed gives an average Bond Work Index of 15.6 kilowatt hours per tonne (“kWh/t”) at 100 mesh (106 micrometer (“µm”)) of grind. The selected six zone samples work index ranged from 14.7 to 18.3 kWh/t. Most samples tested fell in the medium to hard range of hardness with respect to impact breakage and Bond rod mill/ball mill grindability work indices while there was one waste sample which fell in the very hard range of hardness. All samples have been classified as abrasive or very abrasive.

The gravity recoverable gold was determined to be about 25% of the gold contained in the composite sample tested when cleaning of the primary centrifugal concentrator product on a Mozley table was completed to a target 0.05% weight recovery of the initial feed material.

Mining Operations

Open pit mining commenced in November 2011 and ceased in June 2014, upon depletion of the in-situ mineral reserve. While the mining of the open pit has ceased, a sizeable stockpile of open pit ore was established

- 10 -

that will be used to augment underground production until the underground mine can provide the entire mill feed. Over the life of the open pit, approximately 20.9 megatonnes of waste rock was generated by the open pit and placed in the waste dump to the north of the pit.

The Young-Davidson open pit mine and mill declared commercial production effective September 1, 2012. Commercial production was declared once the open pit mine achieved previously established commissioning thresholds. The commissioning thresholds included a 30-day period whereby the mill throughput averaged at least 5,100 tonnes per day (subsequent to the commissioning of the flotation) and the open pit averaged 29,750 tonnes per day of ore and waste mining.

In October 2013, the Company commissioned the mid-shaft loading pocket and shaft hoisting infrastructure, and began hoisting underground ore to surface via the Northgate shaft. Prior to October 2013, ore was being trucked to surface through the exploration ramp. On October 31, 2013, commercial production was declared at the Young-Davidson underground mine.

The underground deposit is located approximately 210 metres to 1,500 metres below surface. During 2013, AuRico completed the sinking of the Northgate shaft down to the mid-shaft loading pocket, which accesses the first eight years of mine production. The Company continues to work on developing vertical access in the underground mine below that of the mid-shaft loading pocket, to an eventual depth of 1,500 metres. In 2015 the existing MCM #3 shaft was extended to a depth of 1,500 metres to provide for the hoisting of personnel, materials, ore and waste. Commissioning of the MCM #3 shaft was completed in the first half of 2016. The mine is also accessed by a ramp, which is being extended to the bottom of the mine from the existing exploration ramp, currently at a depth of 985 metres below surface. The mine design has taken into consideration the existing MCM #3 and the Young-Davidson shafts and other existing openings for ventilation. Additional ventilation raises to surface have been established and the underground ventilation circuit continues to be upgraded as the mine deepens.

The underground mine has been designed for low operating costs through the use of large modern equipment, gravity movement of ore and waste through raises, shaft hoisting, minimal ore and waste re- handling, high productivity bulk mining methods and paste backfill. The mining method employed is a combination of transverse and longitudinal stoping, followed by paste backfill, on 30 metre sub-levels. The mine operates scooptrams to load, haul and transfer stope production to the ore pass system from where it is hoisted to the surface via two 18 tonne skips in the Northgate shaft.

At full production rates of 8,000 tonnes per day, the underground would have a mine life of approximately 15 years based on the current mineral reserve. Production from the underground mine is being complemented by stockpiled open pit ore until it can provide the entire mill feed (expected in 2019).

Lateral development of the underground mine will average approximately 12,000 metres per year including capital, operating and ore categories for the first 10 years of the underground mine operation. In the last five years of the underground mine life, the development requirements drop off sharply as the mine is close to being fully developed.

The average underground personnel requirements at current mining rates are estimated to be approximately 300 persons. The mine operates seven days a week with two 10.5 hour shifts per day working a five days on and four days off followed by four days on five days off schedule. Once at full capacity, the mine will be owner operated with only diamond drilling and raising being contracted.

Milling Operations

The metallurgical test programs supported the selection of single stage semi-autogenous grinding circuit with a gravity circuit followed by flotation. The flotation concentrate is further ground and leached in a

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conventional carbon-in-leach. The flotation tailings are also leached in a carbon-in-leach circuit. The gold is recovered from the carbon followed by electro-winning and pouring doré bars.

The combined leach tailings were used for the cyanide destruction testwork. The Young-Davidson carbon-in-leach tailings are treated with the SO2/Air cyanide destruction method.

In January 2014 a paste backfill plant was commissioned and is capable of supplying paste fill to the underground voids at a rate in excess of 8,000 tonnes per day.

Infrastructure, Permitting and Compliance Activities

Existing infrastructure at Young-Davidson includes the Northgate and MCM shafts and headframes, the access ramp portal, surface ventilation equipment, an 8,000 tonne per day conventional CIL mill, an 8,000 tonnes per day paste backfill plant, a tailings impoundment area, various office and workshop buildings, and two power lines connected to the provincial grid. Paved highway access exists to the mine site.

The Young-Davidson mine has all required permits for current operations and the mine is in compliance with all regulatory requirements. The Company has recorded an asset retirement obligation liability of $6.3 million which it expects to settle during the course of mining and on closure.

The Company entered into Impact Benefit Agreements with the Matachewan First Nation on July 2, 2009 and with the Temagami First Nation / Teme Augama Anishnabai on July 14, 2012, as the Young-Davidson mine is situated within the traditional territory of these two First Nations.

Capital and Operating Costs

Most recent actual, and guidance for production, operating costs and capital are depicted below.

		2014 Actual		2015 Actual		2016 Guidance			2017 Guidance
Gold Production	(ounces)		156,763		160,358		170,000	(1)	200,000–210,000
Cost of Sales	($/ounce)		1,449		1,162		1,034		1,050
Total Cash Costs(2)	($/ounce)		825		683		600		625
Mine-site All-in Sustaining Costs(2)	($/ounce)		1,073		986		825		775
Capital	($ millions)		137		108		85-95		70-80

(1) Actual gold production for 2016.

(2) See “Cautionary Note Regarding Non-GAAP Measures and Additional GAAP Measures”.

2017 Outlook

Gold production at Young-Davidson is expected to increase approximately 21% in 2017 to between 200,000 and 210,000 ounces. Underground mining rates are expected to increase from an average rate of approximately 6,000 tonnes per day in 2016, to a range of between 6,500 and 7,500 tonnes per day in 2017.

Underground mined grades are expected to be consistent with the mineral reserve grade of 2.69 grams of gold per tonne (“g/t Au”) in 2017, though can vary as much as 10% from quarter to quarter. Mill throughput is expected to range between 7,600 and 8,000 tonnes per day with stronger throughput in the second half of the year following the addition of a pebble crusher to the circuit. Milled grades are expected to range between 2.35 and 2.60 g/t Au. Mill recoveries are expected to range between 90 and 92%.

Total cash costs are expected to average $625 per ounce of gold sold in 2017. Mine-site all-in sustaining costs are expected to average $775 per ounce, more than a 10% decrease from 2016 levels reflecting higher underground mining rates, ongoing productivity improvements and lower sustaining capital spending.

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The Company remains focused on reducing capital spending at Young-Davidson. Capital is expected to total between $70 and $80 million in 2017, including $30 to $35 million of sustaining capital. This represents a $20 million decrease from approximately $95 million in 2016. Spending in 2017 will be focused on the ongoing development of the upper and lower mine, completion of the MCM waste pass, raise boring of the lower leg of the Northgate shaft and the addition of a pebble crusher. Approximately 60% of the 2017 capital budget is expected to be spent in the first half of the year.

Mulatos Mine

The Mulatos mine is located 220 kilometres east of Hermosillo in the state of Sonora in northwest Mexico. The Company owns 100% of the Mulatos mine and several other prospective exploration targets throughout the district. The mine includes both open pit and underground mines, a crushing and heap leaching facility, a high grade mill, gold processing facilities and related infrastructure. The mine was developed by Former Alamos and has been in continuous operation since 2005.

Project Description, Location and Access

The Mulatos Mine is located in the Sierra Madre Occidental mountain range in the east-central portion of the state of Sonora, Mexico. The Company controls several large mineral concessions, which are located mostly to the west, southwest and north-northeast of the Mulatos mine. A total of 28,773 hectares of mineral concessions, in 43 discrete concessions, are controlled by Alamos. The mineral concessions were awarded to the Company by the Mexican Department of Economy (the “Direccion General de Minas”). The property is approximately 220 kilometres by air east from the city of Hermosillo, and 300 kilometres south of the United States border. The Company maintains an administration office in Hermosillo, Mexico which supports the activities and operations of the Mulatos mine.

The Mulatos group of concessions cover the Mulatos deposit and satellite gold systems known as Cerro Pelon, La Yaqui, El Carricito, El Halcon, Las Carboneras, El Jaspe, Puebla, Los Bajios, and La Dura (the “Mulatos Group of Concessions”). The Mulatos deposit is itself divided into a number of mineralized zones known as Estrella, Mina Vieja, El Salto, Escondida, Gap, El Victor, El Victor North, San Carlos, Puerto del Aire, Puerto del Aire Extension, and East Estrella. Mineral rights for all concessions comprising the Mulatos Group of Concessions are controlled by Minas de Oro Nacional (“MON”), the Mexican subsidiary of the Company.

Surface rights in the exploitation area are held both privately and by the Mulatos, Ejido. In December 2016, the Company and the Ejido Mulatos entered into a new temporary occupation agreement (the “2016 Agreement”). The 2016 Agreement, among other things, provided for the dismissal of several lawsuits related to both the Company’s operations and prior occupation agreements; as well, replaced all prior temporary occupation agreements governing the communal land underlying the Mulatos mine. The 2016 Agreement provides for both annual rent payments to Ejido Mulatos members (both individually and collectively); as well, additional success fee type payments, better aligning the interest of the Company and the local community.

Pursuant to a royalty agreement between MON and Minera San Augusto S.A. de C.V dated March 23, 2001 (the “RTE Agreement”), a 5% NSR royalty is payable beginning on the date of commencement of commercial production until such time as the first 2,000,000 ounces of gold have been mined, processed and sold (or deemed sold) from the Mulatos Group of Concessions (the “Placer Kennecott Royalty” or the “Royal Gold Royalty”). Royal Gold subsequently acquired the Placer Kennecott Royalty. As at September 30, 2016, the royalty had been paid or accrued on approximately 1.6 million ounces of applicable gold production.

The Mulatos group of concessions are accessible via a combination of a paved road (Highway 16) from the city of Hermosillo, Mexico and dirt roads direct to the Mulatos mine. The driving time from Hermosillo to the mine is approximately 6 hours. In 2010, Former Alamos built and permitted a new unpaved airstrip within the limits of the mine property.

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The town of Mulatos is in the municipality of Sahuaripa and is located approximately 0.5 kilometres northeast of the Estrella Pit. The population of the town of Mulatos is less than 100 people. The Company is currently engaged in a relocation program. Larger towns within 100 kilometre of the area of interest include Yecora with a population of 10,000, located southwest of Mulatos, and Sahuaripa with a population of 7,000 located northwest of Mulatos.

From July to September, the air is humid and hot, typically around 30 degrees Celsius during the day. In this period, over half of the average annual rainfall of 0.8 metre falls. The winter months (November to February) are cooler, generally between 15 and 20 degrees Celsius during the day, with occasional frost occurring at night.

History

Mulatos was known to contain gold dating back to the 1600s, with sporadic artisanal mining occurring over the years, especially in the area of Mina Vieja. Starting in the mid-1900s, several companies began to show interest in the claim areas, notably Minera Real de Angeles, Kennecott and Placer, with a substantial amount of exploration work conducted between 1993 and 1999. A preliminary feasibility study was completed on the property in 1998 by Kennecott and Placer who had entered into a joint venture agreement covering the deposit and a portion of the surrounding land.

In 2001, National Gold acquired a 100% interest in the property for cash and a sliding-scale royalty on the first two million ounces of gold production. In 2003, Alamos Minerals acquired an option on the property, and subsequently merged with National Gold to consolidate 100% ownership.

After completion of a feasibility study in 2004, an open pit operation with crushing and conveying to a heap leach pad at approximately 10,000 tpd was constructed. The operation achieved commenced production in April 2006. Since 2006 the Mulatos crushing facility has undergone numerous expansions and optimizations to both increase capacity to a nominal 17,500 tpd and provide for a consistent 100% passing -3/8” crush size.

In addition to the existing heap leach operations at the Mulatos mine, between 2009 and 2012, Former Alamos developed the Escondida high-grade zone and constructed a mill to process high-grade ore from Escondida. The high grade Escondida deposit was depleted in the second quarter of 2014. Alamos commenced underground development of the San Carlos high grade underground deposit in 2015 and undertook modifications to the mill to cater to the specific metallurgy of San Carlos.

Geological Setting, Mineralization and Deposit Types

The Mulatos mineral deposits are large epithermal, high-sulfidation, disseminated, gold deposits hosted within a mid-Tertiary dacitic dome complex. Gold mineralization is closely associated with silicic alteration within extensive areas of argillic and advanced argillic alteration. The Mulatos deposit proper is composed of the contiguous Estrella, El Salto, Mina Vieja, and Puerto del Aire resource areas. The Escondida deposit is the faulted extension of the Mina Vieja and El Salto sub-deposits and is believed to be continuous to the northeast with the Gap, El Victor and San Carlos mineralized areas. Although zones are often bounded by post-mineral faults, together they form a trend of 2.7 kilometres of gold mineralization starting at the north end of the Estrella pit to the San Carlos deposit.

Within the larger Mulatos Group of Concessions, and generally within 20 kilometres from the Mulatos deposit, geologically similar high sulfidation gold deposits, occurrences, or prospects are known. The principal ones, some of which are in the process of being evaluated and/or drill-tested, are: Cerro Pelon, La Yaqui, El Carricito, El Halcon, Las Carboneras, El Jaspe, Puebla, Los Bajios, and La Dura.

Gold deposits of the Mulatos district are considered to be high sulphidation-state epithermal systems. Epithermal precious metal systems may be classified as high, intermediate, and low sulphidation styles. They are characterized by the sulphidation state of the hypogene sulphide mineral assemblage, and show general relations

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in volcano-tectonic setting, precious and base metal content, igneous rock association, proximal hypogene alteration, and sulphide abundance. Ore in all occurrences is of the type formed under epizonal conditions, that is, generally within 2 kilometres of the paleo-surface. Past workers have referred to high sulphidation systems as acid-sulphate, enargite-gold, or alunite-kaolinite systems.

Most high-sulphidation systems are associated with coeval andesite to dacite volcanic arcs, and are hosted by extensive “pre-mineral” advanced argillic lithocaps. The principle ore host is vuggy residual silica, typically developed by intense acidic leaching of a pre-existing porphyritic dacite host rock. Proximal alteration comprises hypogene dickite, alunite (often crystalline), and/or pyrophyllite. Sulphides include enargite, pyrite, and luzonite. Quartz veining is extremely rare, but some deposits are overprinted by late barite and quartz veins. Laterally extensive sheets of intensely silicified rocks occur in many districts, and represent zones of lateral outflow of mixed hydrothermal and meteoritic water. Silica is transported in the acidic hydrothermal water, and on intersection with the paleowater table, undergoes neutralization and deposition of silica forming cryptocrystalline silica sheets. Most high-sulphidation deposits are large, low grade bulk-tonnage systems (“Yanacocha”), though vein-hosted high sulphidation deposits also occur (“El Indio”).

In contrast, low and intermediate sulphidation state systems are typically related to quartz and carbonate veins, near-neutral hydrothermal fluids, and lack proximal advanced argillic alteration and residual vuggy silica. Steam-heated alteration is present above some intermediate and low sulphidation state systems advanced argillic assemblages. However, they usually comprise low-temperature kaolinite, and fine grained alunite. Sulphides are of a low to intermediate sulphidation state. Gold occurs in oxide, mixed oxide/sulphide, and sulphide ore types, with pyrite as the primary sulphide mineral. The deposits are amenable to cyanidation in all ore types, but gold extraction decreases with decreasing levels of oxidation.

Precious metal mineralization at Mulatos is associated with intense silicic alteration (mostly vuggy silica), advanced argillic alteration, and the presence of hydrothermal breccias. The original protolith (dacite porphyry flow/tuff, coarse grained volcaniclastic rocks, breccias), as indicated by surface mapping and core drilling, may have contained in the order of 2-3 percent sulphide as pyrite with various amounts of enargite and tetrahedrite. The principal gold bearing host rock is interpreted as favoured for mineralization due to relatively high primary porosity and its intense fracturing.

Gold mineralization within the Mulatos deposit occurs primarily within areas of pervasive silicic alteration of the volcanic host rocks, and to a lesser extent, within advanced argillic alteration assemblages proximal to silicic alteration. The gold-bearing advanced argillic zones are dominated by pyrophyllite or dickite alteration. Silicic rocks host approximately 80 percent of the contained gold within the deposit. There are three main mineralization assemblages. From oldest to youngest they are: 1) quartz + pyrite + pyrophyllite + gold; 2) quartz + pyrite + kaolinite + gold + enargite; 3) kaolinite + barite + gold. Gold occurs in pyrite, as gold/silver telluride minerals, and possibly as a solid solution in some copper sulphide minerals. Supergene oxidation and perhaps remobilization and secondary enrichment of gold have been ongoing since the post-mineral volcanic cover was removed (in those specific deposits where it has been removed).

Exploration

Substantial drilling programs have been completed by the Company and its predecessors. Including drilling completed in conjunction with the 2004 feasibility study, the property has now been subject to over 778,970 metres of drilling in 4,671 holes. The majority of this drilling was completed in proximity to the Mulatos deposit, however, more recently drilling activities have focused on delineating other deposits in the district such as La Yaqui and Cerro Pelon and testing other regional exploration targets such as El Carricito.

In the second half of 2015 and all through 2016, the Company’s exploration focused mainly on the La Yaqui deposit with 46,809m drilled during 2016. Exploration focus has been on a large northwest trending silica ridge that sits to the northeast of previously known mineralization. Since the end of 2015, exploration has been

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defining new resources along this ridge and exploration there is still underway. Some drilling was also undertaken at Cerro Pelon and adjacent to the Escondida deposit (part of the main Mulatos open pit) in 2016. The main areas under exploration at Cerro Pelon are immediately north-northeast of the previously defined mineral reserve pit, further north under a massive silica cap and to the northwest of the mineral reserve pit over a newly outlined area of favourable alteration and structure.

During 2016, a full and detailed review and ranking of all prospects in the district was undertaken with 1, 2 and 5 year exploration plans outlined. In addition, mapping, sampling and Induced Polarisation geophysics were carried out on the Los Bajios project that sits approximately 3km to the northwest of Mulatos open pit.

Drilling

Drilling statistics for 2016 and project-to-date are presented below:

2016 Core Drilling:

Zone Drilled	Drill Holes Completed (# 2016)		Drill Holes Project (#)		Drilling 2016 (m)		Drilling Project (m)
La Yaqui		200		249		40,393		49,469
Cerro Pelon		68		157		14,172		25,207
La Escondida (Mulatos Deposit)		7		239		1,035		21,113
Other areas prior to 2016		0		774		0		125,317
Total		275		1,419		55,600		221,106

2016 Reverse Circulation Drilling:

Zone Drilled	Drill Holes Completed (# 2016)		Drill Holes Project (#)		Drilling 2016 (m)		Drilling Project (m)
La Yaqui		30		163		6416		24,940
Cerro Pelon		22		165		4,892		30,505
La Escondida (Mulatos Deposit)		22		366		5,934		27,425
Other areas prior to 2016		0		2,558		0		474,993
Total		74		3,252		17,242		557,863

Mulatos Main Zone

The Mulatos Main Zone is a continuous zone of mineralization that comprises the La Estrella, La Escondida, Mina Vieja, El Salto, Puerto del Aire, Gap, El Victor, El Victor North and San Carlos (open pit) deposits. This whole zone shows similar geological characteristics with comparable styles of mineralization. Dacitic and rhyodacitic rocks have undergone intense silica alteration (often vuggy) which is the key host for mineralization. These zones are often blind, being overlain by a relatively thick sequence of ignimbrite flows. Historically these flows have been referred to as post-mineral but recently acquired data shows portions of it to host vein-style mineralization. This has been seen at San Carlos and similar potential is currently being investigated in Gap, El Victor and Puerto del Aire. Sets of post-mineral faulting has caused some offset of the mineralization (to varying extents) throughout this entire zone.

Mineralization is usually stratiform with some local structural control, especially on high grades and zones of brecciation. This structural control that directly affects higher grades has been identified at La Estrella and Puerto del Aire Deposits and is also likely at Gap. Alamos conducted exploration systematically through this zone commencing in 2006 and by the end of 2014, 338,470 metres had been drilled.

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Limited exploration drilling was conducted on the main zone in 2016 with only 29 holes for 6,969m drilled adjacent to or beneath the whole zone.

Cerro Pelon

During 2008, Former Alamos announced the discovery of a new gold zone at Cerro Pelon. Cerro Pelon is located approximately 2.5 kilometres southwest of the leach pad area. It was a high-priority target for Former Alamos and continues to be a focus for the Company.

Gold at Cerro Pelon is associated with quartz-alunite alteration that is often vuggy in nature. Structural control and hydrothermal brecciation are also key factors associated with mineralization. The main structural trends are north-northwest and east-northeast. Intrusive rocks, hydrothermal brecciation and mineralization also follow these trends. Oxidation is very deep along and adjacent to the structures with oxidation and transition / mixed zones extending to 160 metres depth in places. As with all Mulatos exploration, every sample above a cut-off of 0.2g/t Au is sent for further analysis on cyanide-leachability and these results indicate excellent recoveries (usually greater than 80%) down to the base of the transition / mixed zone.

Drilling was undertaken at Cerro Pelon in 2008 and 2009 with a total of 18,653 metres completed in 142 holes. Geological modelling and 3D modelling was completed in September 2009, followed by a mineral resource estimate in November 2009. The results of the resource calculation were integrated into the global mineral resource & reserve numbers for 2009 and the majority of mineral resources at Cerro Pelon were classified as measured and indicated. Ongoing engineering work and economic evaluation initiated in 2009 resulted in an upgrade of a portion of the measured and indicated mineral resources to the reserve category.

In 2014, Alamos executed an agreement to acquire the surface rights to the Cerro Pelon deposit. Closing of the agreement occurred in 2015 and exploration programs recommenced. A comprehensive mapping and sampling program (742 rock chip samples and 1,850 metres x 1,425 metres covered by mapping and sampling) was undertaken which helped to refine the geological understanding. Full re-logging of the deposit was also undertaken. These programs were followed by exploration (and then infill) drilling with a total of 18,767 metres drilled in 98 holes. These programs have outlined a new zone of high-grade mineralisation about 100m to the north of current pit limits. Excellent drill results were obtained with several intercepts averaging well above the current mineral reserve grade. Some of the best intercepts recorded were 14.47g/t Au over 50.30 metres (15PEL012), 9.65g/t Au over 34.60 metres (15PEL020) and 2.46g/t Au over 94.20 metres and 2.21g/t Au over 22.60 metres (both from15PEL010).

Exploration in 2016 comprised further detailed mapping and sampling over a new zone to the northwest of the mineral reserve pit. A significant area of favourable silica and argillic alteration was outlined along with numerous north-south trending structures. Mineralization in the reserve pit (to the southeast) has a strong association with approximately north-south trending structures and silica alteration. Scout drilling commenced over this target in the fourth quarter and wide zones of vuggy silica and anomalous grades have been intersected in the sulphide zone. Multi-element geochemistry is being used to help vector towards higher temperature mineralization and grades are improving as drilling progresses. This program will be ongoing through 2017. In addition to drilling on the northwest zone, scout holes were also drilled beneath the massive silica cap to the north of the reserve pit. This is a large zone that will be systematically explored through 2017. Late in 2016 drilling also re-commenced immediately to the north and along strike from the high-grade shoot discovered in 2015. Mineralization in this area is strongly controlled by approximately north-south trending structures and drilling through 2017 is planned to further test these structures along strike. Totals of 19,064 metres in 90 holes were drilled at Cerro Pelon in 2016.

La Yaqui

The La Yaqui project is located approximately 9.5 kilometres southwest of the Mulatos Main Zone. After successful negotiation in 2007, Former Alamos gained exploration access to La Yaqui for the first time since

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1997. Exploration drilling commenced shortly after and continued into 2008 with 11,514 metres drilled in 84 holes.

The results of drilling were incorporated into Former Alamos’ measured and indicated mineral resource statement as of December 31, 2008. In 2009, Former Alamos completed engineering work and an economic evaluation and reported its first probable mineral reserve in December 31, 2009. Access once again became an issue until 2014, when Former Alamos executed an agreement to acquire the surface rights. On closing of this agreement Former Alamos commenced work towards permitting and construction on this project.

Exploration programs began immediately with a detailed mapping and sampling program undertaken in late 2014 and early 2015. A total of 556 rock chip samples were taken and an area of 1,950 metres x 2,210 metres was covered by mapping and sampling. Infill, geotechnical and metallurgical drilling was carried out concurrently with mapping and sampling while exploration drilling commenced afterwards. In 2015 a total of 17,517 metres were drilled on the project in 105 holes.

This drilling intersected ore-grade mineralization over a one kilometre strike length along the ridge-top to the northeast of in-pit reserves. Mineralization is associated with quartz-alunite altered dacitic rocks and usually sits below a barren massive silica cap. The drilling carried out in 2015 was widely spaced and purely exploratory in nature. Drill results received in 2015 include 1.36 g/t Au over 117.40 metres (15YAQ058), 1.34 g/t Au over 64.00 metres (15YAQ064) and 2.03 g/t Au over 32.00 metre (15YAQ068).

The main focus of exploration at Mulatos in 2016 was following up on the excellent results obtained in the 2015 scout drilling at La Yaqui Grande. Drilling in 2015 had outlined three potential zones of mineralization; Zone 1 – 3. Zone 1 sits at the southeast end of the northwest trending silica ridge with Zone 2 further to the northwest and Zone 3 located further northwest again. Gold mineralization in Zone 1 is associated with a north-south trending structural corridor and as a result is more linear in morphology. Zone 2 is more stratiform in nature and dips to the northeast at approximately 35-40 degrees (sub-parallel to topography). While the main control on mineralization in Zone 2 appears to be lithological, a higher grade section may be associated with structural intersections. The main focus of drilling in 2016 was to delineate and define both of these zones along with scout drilling of Zone 3. A total of 46,809 metres of drilling was carried out at La Yaqui in 2016 in 230 holes. Drill results received in 2016 include 4.37 g/t Au over 76.00 metres (16YAQ135), 3.79 g/t Au over 47.3 metres (16YAQ051), 2.20 g/t Au over 30.9 metres and 2.63 g/t Au over 35.6 metres (16YAQ027). 2.91 g/t Au over 43.3 metres (16YAQ033), 3.23 g/t Au over 65.5 metres (16YAQ096), 3.17 g/t Au over 76.80 metres (16YAQ129), 8.42 g/t Au over 19.80 metres (16YAQ117). 6.31 g/t Au over 32.60 metres (15YAQ228), 3.27 g/t Au over 63.00 metres (16YAQ196) and 6.35 g/t Au over 21.90 metres (16YAQ207).

An interim resource statement was calculated for La Yaqui Grande in September 2016. This included 27,201 metres of drilling from Zones 1 and 2 only.

2017 Exploration Outlook for Mulatos

Alamos plans to continue its aggressive exploration program in 2017 with 60,000 metres of drilling budgeted. The primary exploration drilling focus in 2017 will be on La Yaqui with infill and extension drill programs planned for all zones, scout drill programs planned to the northeast of Zone 1, on the silica rib that extends to the southeast of Zone 1 and on the Yaqui Norte to Halcon corridor. Another main drill focus will be Cerro Pelon with the aims of following up and delineating the northwest zone, the zone under the silica cap and the zone immediately to the north and along strike from the reserve mineralization. In 2017 scout drilling will also be conducted on other prospects in the district including Los Bajios and El Refugio. In addition to the drilling just described, mapping, sampling and geophysics will be conducted on the El Refugio, El Carricito and El Halcon prospects.

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Sampling, Analysis and Data Verification

The drilling methods utilized at Mulatos are RC using a center return bit, oriented diamond drilling using HQ and NQ diameter rods, and underground diamond drilling using NQ thin-wall core (for certain areas such as El Victor and Escondida).

Logging, sampling, and analysis procedures were historically established by previous operators and are still being used today apart from refinements and adjustments necessary to comply with current Quality Assurance/Quality Control (“QA/QC”) procedures and NI 43-101 requirements. Logging and sampling methodologies and procedures are documented, routinely updated, and maintained by the Company’s exploration department.

Geologists log drill core holes onsite at Mulatos. Core is logged on a hole by hole basis with data entered directly into AGI’s Corporate Data Management System. RC holes are logged from chip trays containing representative samples collected from each 1.5 metre sample interval. After completion of geological and geotechnical logging and collection of additional information such as specific gravity, geologists define and label the intervals to be sampled, ranging from 0.25 to 1.5 metres, depending on geological characteristics.

Drill core is cut and sampled onsite at Mulatos while RC samples are collected directly at the drill site. For RC drill holes, a sub-set of the sample cuttings is bagged, inventoried, prepared and shipped to Hermosillo for analysis. For core drill holes, half-core samples are prepared using a diamond core saw, with 1.0 m intervals as standard sample lengths in rock types presenting similar geological characteristics. Where geological or mineralization differences are noted, drill core can be selectively sampled to a minimum length of 0.25 metres. The samples are bagged, tagged, sealed and shipped in batches to the assaying laboratory. Metallurgical and geotechnical drill holes are logged at site in a similar manner to other core drill holes. Geologic logging and sample interval definition are completed by geologists; geotechnical logging including Rock Quality Designation (“RQD”), core recovery and specific gravity measurements are usually done by geological technicians. When applicable, underground channel sampling was supervised by a geologist, and consisted of 1.5 metre channels approximately 12 centimetres wide and 7.5 centimetres deep.

Laboratory sample preparation and analysis is in accordance with strict and industry recognized protocols and procedures. For RC samples, an approximate 5 kilogram sub-sample is sent to the lab. After drying, a 1 kg sub-set is crushed, riffle spilt, and pulverized to a 250g sample. A one assay-ton (30 grams) sample is then collected for precious metal analysis by fire assay with atomic absorption finish (“FA-AA”). For sample assaying above 5 g/t Au under FA-AA, a fire assay with gravimetric finish (“FA-GR”) is also performed. A smaller pulverized sub-sample (0.25 grams) is also taken for multi-element ICP analysis. Samples with gold assay results above 0.2 g/t are assayed by the hot-cyanide method (Au and Cu) to help assess the Au recovery potential; the results of these tests are also used for the recovery model. For core samples, the entire half of the core sample received at the lab is crushed; a 250 gram split is collected, pulverized and assayed using the methodology described above. Samples are now sent to ACME labs in Hermosillo, Mexico for sample preparation and fire assay analysis and to ACME’s Vancouver lab for multi-element analysis. Other labs, including ALS Chemex, Inspectorate and others, were used in the past with documentation available in individual drill logs. Check assay work was usually performed at Skyline Labs in Tucson, Arizona.

QA/QC procedures are performed systematically at Mulatos. Blind, standard and blank samples are systematically inserted on a regular sample batch interval, generally every 25-30 samples, and are routinely evaluated when results are received. Field Core Duplicates (1/4 core) are taken every 20 samples and Preparation Duplicate samples are selected at regular intervals, with the duplicate retrieved by the assaying laboratory personnel after the sample has been crushed, basically representing a separate split. Check assays of pulverized pulps are performed by a second lab and generally represent 5-10% of the entire sample database. Comparisons and reconciliation between original and check assays are done routinely during drilling, and systematically before any resource estimation exercise.

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Sample custody is ensured on-site by continuous inventorying and monitoring of the RC cuttings and drill core. Once samples are prepared, using the methodologies described above, they are inventoried, individually bagged, tagged and sealed in larger bags for transport to the assay lab. The laboratories used for analysis are certified and follow strict, industry recognized, QA/QC protocols. Audits of the assaying labs are performed occasionally.

For disclosure purposes, a 0.3 g/t Au cut-off grade is used for calculation of composite intervals, with only a single 1.5 m interval of sub-0.3 g/t Au material allowed within a composite interval; assay results are generally presented uncut.

Mineral Processing and Metallurgical Testing

The Mulatos deposit and surrounding deposits are amenable to cyanidation and heap leaching, as determined by lab scale testing conducted prior to project construction. The testwork indicated that mineralized material varies from pure oxide to pure sulphide, with gold recovery typically varying from 55% to 90% as material grades from sulphide to oxide. The average recovery was estimated to be between 72% and 74% for the Estrella Pit. Actual recoveries experienced early in project life were below this as run-of-mine un-crushed material, coarse crushed material and an area of low-recovery material were stacked on the leach pad at various times since mine commissioning. The Company has completed a number of operational initiatives that have improved leach pad percolation and resulted in higher gold recoveries, including conveying and stacking ore on the leach pad, implementing a drum agglomeration process and closing the crushing circuit to reduce the crusher discharge size to as close to 100% passing 3/8 of an inch as possible. As a result, recoveries have improved significantly.

Mining Operations

Mining operations at the Mulatos mine consists of the Mulatos open pit complex and the San Carlos underground. Mining in the open pit started in 2005. The open pit is a standard loader and truck operation running 24 hours per day, seven days per week. Mining is currently undertaken by a contractor and prior to 2014 mining was undertaken by MON personnel. It is anticipated that the contractor will remain for the life of the open pit. The current Mulatos open pit complex consists of the main Mulatos pit and the adjacent Victor and San Carlos pits. The Mulatos open pit complex (including stockpiled ore) has a remaining life of six years.

It is expected that an additional open pit will be started at La Yaqui in 2017. It is anticipated that a contractor will be used to operate La Yaqui. This open pit will have its own crushing and leaching facilities and loaded carbon will be transported to the main Mulatos ADR for further processing.

Development for the San Carlos underground was initiated in early 2014 and production stoping commenced in late 2014. Mining is at a nominal rate of between 350 and 450 tonnes per day of ore. Mining is carried out by longhole transverse mining and mined out stopes are filled with cemented rock fill. Mining is undertaken by a local contractor and engineering, geology and planning functions are carried out by MON staff. Access to the mine is via a ramp system and ore is hauled from the mine and placed on a pad adjacent to the ramp portal. Ore is loaded and hauled by the open pit contractor from the pad to the high grade mill located adjacent to the Mulatos heap leach crushing plant, a distance of approximately 5.4 kilometres.

Processing and Recovery Operations

The Mulatos processing facilities consist of a heap leach pad with an associated crushing plant, and a high grade mill.

Run of mine heap leach ore from the open pit is crushed in a four stage plant to 100% passing -3/8”. A run of mine stockpile is in front of the primary crusher and additional surge capacity is situated between the secondary and tertiary crushing plants, and after the quartenary crusher. Following quaternary crushing, the ore is

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transported via a 1.7 kilometre overland conveyor to the leach pad. At the leach pad, cement is added via two agglomerators and the ore is then transported via grasshopper portable conveyors to a stacker where it is stacked in 7 metre lifts.

Cyanide leach solution is applied to each lift for approximately 90 days, and the gold bearing solution then reports to one of two “pregnant” solution ponds via gravity. Inter-lift liners are installed on the leach pad every three lifts giving a height between inter-lift liners of 21 metres. Pregnant solution is pumped to the ADR where gold is recovered through the carbon absorption coumns, carbon stripping and electowinning to produce doré bars of gold and silver in the refinery.

In the process of mining the current oxide and mixed ores being sent the leach pad, Mulatos also mines significant quantities of sulphide material. This sulphide material is segreagated and placed in long term stockpiles. It is planned to process this material when the open pit mine is completed.

The high grade mill takes underground ore crushed from the primary and secondary crushing plants and recovers gold via a flotation concentrate which is sold on the international market.

The heap leach pads and processing facilities will continue to run for approximately three years after the main Mulatos pit is depleted, as long term stockpiles are processed.

Infrastructure, Permitting and Compliance Activities

Due to its distance from large population centers Mulatos maintains a camp including accommodation, kitchen, medical and recreational facilities. The camp facility is maintained by an outside contractor. Employees are bussed to the mine site from Hermosillo and work a nominal 14 day on 7 day off rotation.

There are currently two power plants in operation at the Mulatos mine. The first power plant is a generating plant consisting of four-1,100 kilowatt and two-2,000 kilowatt, 1,200 rpm diesel electrical generating sets which supply electrical power for all mine site usage. The second power plant was constructed for the closed crushing circuit and future expansion and consists of five-1,750 kilowatt generating sets and is expandable to host up to six generating sets. Total usage is approximately 70,000 kilowatt hours per day.

The Company is permitted to mine its reserves at the Mulatos pits and has obtained the required surface rights to carry on mining, processing and exploration activities at these areas. In 2014, Former Alamos completed negotiations to acquire additional land surface rights covering and surrounding the La Yaqui and Cerro Pelon satellite deposits. From time to time, the Company acquires additional permanent and temporary surface rights to explore additional targets within the Mulatos Group of Concessions.

The feasibility study completed in 2004 identified the potential for acid rock drainage. Measures to prevent acid rock drainage were incorporated into construction of the Mulatos mine. Standard mining and construction practices in Mexico and guidelines issued by the World Bank were followed in the development and construction of the Mulatos mine.

The Company complies with all environmental obligations set out in its mining plan, including eventual reclamation of mine and exploration roads, drill set-up, dumps and the heap leach pad. The Company has recorded an asset retirement obligation liability of $26.6 million which it expects to settle during the course of mining and on closure, as at December 31, 2015. The Mulatos mine undertakes ongoing reclamation of waste dumps and leach pads. In 2015, Mulatos reclaimed 4.6 hectares of leach pads.

The Company is in receipt of all permits to operate its existing mines and facilities.

The nearby town of Mulatos is largely protected from noise, dust, vibration and fly rock by the Mina Vieja outcrop. The Company proactively monitors noise, dust and vibration levels to ensure that they are within

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acceptable limits and the Company takes every precaution to minimize the impact of its mining operations on the local community. The Company also provides medical and educational assistance to the town of Mulatos as well as employment opportunities.

Capital and Operating Costs

Most recent actual, and guidance for production, operating costs and capital are depicted below.

		2014 Actual	2015 Actual	2016 Guidance	2017 Guidance
Gold Production	(ounces)	140,500	140,330	154,000(1)	150,000-160,000
Cost of Sales	($/ounce)	914	1,116	1,097	1,015
Total Cash Costs(2)	($/ounce)	703	869	850	815
Mine-site all-in Sustaining Costs(2)	($/ounce)	917	1,047	925	890
Capital(2)	($ millions)	52	45	25-35(3)	33-40(3)

(1) Actual production for 2016.

(2) See “Cautionary Note Regarding Non-GAAP Measures and Additional GAAP Measures”.

(3) Excludes capitalized exploration.

2017 Outlook

Mulatos is expected to produce 150,000 to 160,000 ounces of gold in 2017, a slight increase from 2016 production of 154,000 ounces. Mine-site all-in sustaining costs are expected to decrease to $890 per ounce of gold sold from 2016 guidance of $925 per ounce. Total cash costs are expected to average $815 per ounce of gold sold.

Open pit grades mined and stacked on the heap leach pad are expected to range between 0.79 and 0.88 grams of gold per tonne in 2017. The waste to ore ratio is expected to range between 0.7 and 0.9:1, down from approximately 1.2:1 in 2016. Milled grades are expected to average 8 grams of gold per tonne in 2017. The mill is expected to operate at a rate of approximately 400 tonnes per day. Based on existing stockpiles and the current mine plan, mill production is expected to continue into the fourth quarter of 2017; however, there is potential to extend the mine life at San Carlos with additional ore continuing to be mined outside of existing reserves. Total crusher throughput (excluding mill throughput) is expected to increase to an average 18,500 tonnes per day in 2017. The combined recovery ratio is expected to increase to an average of 73% in 2017, reflecting higher recoveries from the mill following the transition to concentrate production.

Low-cost production growth from the La Yaqui pit, starting in the second half of 2017, is expected to drive costs lower. This trend is expected to continue beyond 2017 as La Yaqui evolves into a larger operation and with the 5% net smelter royalty at the Mulatos mine expected to be eliminated within the next two years. Only 0.3 million ounces of production remain subject to the royalty, after which costs will decrease by $60 per ounce (assuming a gold price of $1,200 per ounce).

Capital spending at the Mulatos mine in 2017 is expected to total $33 million to $40 million, which includes $12 million for the development of Phase I of the La Yaqui project and $8 million to $10 million of sustaining capital. Exploration spending at the Mulatos mine in 2017 is expected to total $17 million. The majority of the exploration will be focused on the La Yaqui and Cerro Pelon deposits and scout drilling Los Bajios and El Refugio and other targets within the Mulatos district.

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La Yaqui Project Update

On September 12, 2016, the Company reported an updated mineral resource estimate for the La Yaqui project as set out in the table below.

La Yaqui Mineral Reserves and Resources as of September 1, 2016
	Tonnes (000’s)		Grade (g/t Au)		Ounces (000’s)
Proven Mineral Reserves		474		1.52		23
Probable Mineral Reserves		1,438		1.42		66
Proven and Probable Mineral Reserves		1,912		1.45		89
Indicated Mineral Resources (exclusive of Mineral Reserves)		4,050		1.14		149
Inferred Mineral Resources		5,524		1.68		298

(1) The Company’s mineral reserves and mineral resources are classified in accordance with the Canadian Institute of Mining Metallurgy and Petroleum’s “CIM Standards on Mineral Resources and Reserves, Definition and Guidelines” in accordance with NI 43-101 requirements.

(2) Mineral reserve cut-off grade for the La Yaqui pit are determined as a net of process value of $0.10 per tonne for each model block. Mineral reserve estimates assumed a gold price of $1,250 per ounce.

(3) Mineral resources are exclusive of mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Mineral resources are reported at a 0.3 g/t Au cutoff and recoveries based on current metallurgical test work. Mineral resources are constrained within a pit shell based on a gold price of $1,400 per ounce and the 2016 budget costs for the Mulatos project.

The mineral resource update incorporates 27,201 metres of drilling completed across 132 holes through the first eight months of 2016. This included infill and extension drilling on the two zones of mineralization identified to date along the large northwest trending ridge at La Yaqui, known as La Yaqui Grande. Both zones at La Yaqui Grande remain open, with Zone 1 along strike to the north and Zone 2 open along strike and down dip. The mineral resources are in oxide mineralization with preliminary metallurgical test work indicating it is amenable to heap leaching.

The focus of the drill program since the mineral resource update has been to upgrade the inferred mineral resource in Zone 2 to indicated mineral resource status, to explore the area between Zones 1 and 2 and to scout drill Zone 3. La Yaqui Grande remains the Company’s highest priority exploration target with a further 5,749 metres drilled in September of 2016 and another 10,389 metres drilled during the fourth quarter of 2016 bringing the full year total for 2017 to 46,640 metres. For 2017, the Company has budgeted approximately $6 million for exploration. The focus will be on infill drilling within Zone 3, the gaps between all three zones and down dip (to the northeast) of Zones 2 and 3, as well as exploration drilling over the eastern part of Zone 1 and along the Yaqui Norte-Halcon corridor. With positive ongoing results, the project shows strong potential for further mineral reserve and resource growth.

Development of Phase I of the La Yaqui project remains on schedule for initial production in the second half of 2017. With contract mining and crushing to be employed, construction activities are focused on completion of an independent heap leach pad and carbon columns at an expected capital cost of approximately $12 million.

Other Mines and Projects

El Chanate (Mexico)

The El Chanate mine is expected to produce 50,000 to 60,000 ounces of gold in 2017, a decrease from 68,000 ounces produced in 2016, reflecting lower grades and throughput rates. Total crushed and run of mine ore is expected to decrease in 2017 to an average 16,500 tonnes per day. The processed grade (run of mine and crushed ore) is expected to average 0.53 grams of gold per tonne. The waste-to-ore ratio is expected to average

- 23 -

3.4:1, consistent with 2016; however, it is expected to be sharply higher in the first half of 2017 as a pushback is completed.

Mine-site all-in sustaining costs are expected to average $1,200 per ounce of gold sold in 2017 with significant variability through the year. Total cash costs are expected to be in a similar range as the Company expects to expense all waste stripping costs in 2017. In light of the higher cost structure at El Chanate, the Company has hedged approximately 75% of its expected 2017 gold production through gold collar contracts which ensure a minimum gold price of $1,225 per ounce and participation up to a price of $1,450 per ounce.

The operation has approximately 18 months of mining remaining, after which the Company expects to residual leach the heap leach pad for approximately three years.

Kirazli, Aği Daği, and Çamyurt (Turkey)

The Company’s 2017 general and administrative budget for Turkey is $4 million which includes spending associated with completing the permitting process at Kirazli in addition to community and government relations and general administration. With the Environmental Impact Study and forestry permits for the Kirazli project approved by the federal government, the Company is pursuing the GSM (Business Opening and Operation) permit which is granted by the Canakkale Governorship.

Feasibility studies to update the economics for both the Kirazli and Aği Daği projects are nearing completion. A preliminary economic assessment is also being conducted on the higher grade Çamyurt project. A number of significant changes, including weakness in the Turkish lira and lower diesel prices since 2012, are expected to positively impact project economics. The Company will review its development budget for Kirazli following receipt of the GSM permit.

Lynn Lake (Manitoba, Canada)

The Company’s 2017 capital budget for Lynn Lake is $13 million, comprised of $9 million for development activities and $4 million for exploration. Development spending will be focused on baseline work in support of the project description, initiation of the permitting process and completion of a feasibility study, expected to be completed in the third quarter of 2017. Lynn Lake remains one of the Company’s top development priorities.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed or furnished by the Company with the securities commissions or similar authorities in Canada and the SEC in the U.S. are specifically incorporated by reference into and form an integral part of this short form prospectus:

1. the annual information form of the Company dated March 22, 2016 for the financial year ended December 31, 2015 (the “AIF”);

2. the audited consolidated financial statements of the Company for the financial years ended December 31, 2015 and 2014, the notes thereto and the independent auditor’s report thereon, together with the related management’s discussion and analysis of financial condition and results of operations;

3. the management information circular of the Company dated April 1, 2016 for the annual and special meeting of shareholders held on May 13, 2016;

4. the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2016 and the notes thereto, together with the related management’s discussion and analysis of financial condition and results of operations;

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5. the business acquisition report dated August 7, 2015 in connection with the amalgamation of Alamos Gold Inc. and AuRico Gold Inc. (the “BAR”); and

6. the template version (as defined in National Instrument 41-101 – General Prospectus Requirements (“NI 41-101”)) of the term sheet dated January 25, 2017, filed on SEDAR in connection with the Offering; and

7. the template version (as defined in NI 41-101) of the term sheet dated January 26, 2017, filed on SEDAR in connection with the Offering.

Any documents of the types referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 –Short Form Prospectus Distributions (other than confidential material change reports, if any) filed by the Company with the securities regulatory authorities in Canada after the date of this short form prospectus and prior to the termination of the Offering shall be deemed to be incorporated by reference herein. In addition, any document that is filed with or furnished to the SEC pursuant to the U.S. Exchange Act after the date of this short form prospectus and prior to the termination of the Offering shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this short form prospectus forms a part (in the case of any report on Form 6-K, if and to the extent expressly set forth in such report). The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and the readers should review all information contained in this short form prospectus and the documents incorporated or deemed to be incorporated herein by reference.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this short form prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this short form prospectus.

Information has been incorporated by reference in this short form prospectus from documents filed with the securities commission or similar authority in Canada and filed with, or furnished to, the SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Assistant Corporate Secretary of the Company at Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario M5J 2T3, telephone 1-(866)-788-8801. In addition, copies of the documents that Alamos has filed with the securities regulatory authorities in Canada may be obtained over the Internet at the Canadian Securities Administrators’ website at www.sedar.com.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

In addition to the documents specified in this short form prospectus under “Documents Incorporated by Reference,” the form of underwriting agreement described in this short form prospectus and the consents of auditors, engineers and legal counsel have been or will be filed with the SEC as part of the registration statement of which this short form prospectus forms a part.

USE OF PROCEEDS

The estimated net proceeds from the Offering, after deducting fees payable to the Underwriters and the estimated expenses of the Offering, will be $239,356,400 or $275,360,360 if the Over-Allotment Option is exercised in full. The Company intends to use the net proceeds of the Offering, along with existing cash, to repay

- 25 -

all of its outstanding $315 million senior secured 7.75% high yield notes maturing 2020. Upon completion of the Offering and application of the proceeds from the Offering, the Company will be debt-free with approximately $200 million in cash and cash equivalents and available-for-sale securities, and, including borrowings available under its revolving credit facility, the Company will have approximately $350 million in available liquidity.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Company has agreed to sell and the Underwriters have severally (and not jointly or jointly and severally) agreed to purchase on February 9, 2017, or such later date as may be agreed upon by the Company and the Underwriters, subject to the terms and conditions stated in the Underwriting Agreement, all but not less than all of the Offered Shares at the Offering Price, payable in cash to the Company against delivery of such Offered Shares.

The obligations of each Underwriter under the Underwriting Agreement may be terminated upon the occurrence of certain stated events. Such events include, but are not limited to: (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, either of the TSX or the NYSE; (ii) a material disruption in securities settlement, payment or clearance services in Canada or the United States shall have occurred; (iii) any moratorium on commercial banking activities shall have been declared by Canadian or United States authorities; (iv) any inquiry, investigation or proceeding in relation to the Company or its directors or officers, whether formal or informal, is commenced, announced, or threatened, which, in the opinion of that Underwriter, acting in good faith, would reasonably be expected to have a material adverse effect; (v) any law or regulation under or pursuant to any statute of Canada or of any province thereof, or of the United States or any state or territory thereof, is promulgated or changed which in the opinion of that Underwriter, acting in good faith, operates to prevent or materially restrict the distribution or trading of the Offered Shares or which, in the opinion of that Underwriter, acting in good faith, would reasonably be expected to have a material adverse effect on the market price or value of the Offered Shares or a material adverse effect on the Company; (vi) there is, in the opinion of that Underwriter, acting in good faith, a material change or a change in any material fact or a new material fact arises that would reasonably be expected to have a material adverse effect on the market price or value of the Offered Shares or a material adverse effect; (vii) there shall have occurred any catastrophe, accident, natural disaster, public protest, war, outbreak or escalation of hostilities or terrorist action, or any change in financial markets, currency exchange rates or controls or any calamity or crisis, or any other occurrence of any nature whatsoever, that, in that Underwriter’s judgment, is material and adverse and which, singly or together with any other event specified in this paragraph, makes it, in that Underwriter’s judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Shares on the terms and in the manner contemplated in this short form prospectus; (viii) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which, in the opinion of that Underwriter, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Company and its subsidiaries (taken as a whole); or (ix) the Company is in breach of any material term, condition or covenant of the Underwriting Agreement or any representation or warranty given by the Company in the Underwriting Agreement is false or becomes false in any material respect. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares that are purchased under the Underwriting Agreement, but are not obligated to take up and pay for any Additional Shares. The Underwriters are offering the Offered Shares, subject to prior sale, if, as and when issued to and accepted to them, subject to certain conditions contained in the Underwriting Agreement, such as receipt by the Underwriters of officers’ certificates and legal opinions. The Underwriting Agreement provides that the Underwriters will be paid a fee per Common Share on account of underwriting services rendered in connection with the Offering, which fee will be paid out of the proceeds of the Offering. The fee will be $0.318 per Common Share.

The Offering is being made concurrently in the United States and in each of the provinces and territories of Canada pursuant to the multi-jurisdictional disclosure system implemented by the SEC and the securities regulatory authorities in Canada. The Offered Shares will be offered in the United States and Canada through the

- 26 -

Underwriters either directly or through their respective U.S. or Canadian broker-dealer affiliates or agents, as applicable. No Offered Shares will be offered or sold in any jurisdiction except by or through brokers or dealers duly registered under the applicable securities laws of that jurisdiction, or in circumstances where an exemption from such registered dealer requirements is available.

The Offering Price of the Offered Shares for all investors will be payable in U.S. dollars, unless the Underwriters otherwise agree. All of the proceeds of the Offering will be paid to the Company by the Underwriters in U.S. dollars based on the U.S. dollar Offering Price.

The Company expects that delivery of the Offered Shares will be made against payment therefor on the Closing Date, which will not be the third business day (in the United States) following the date of the final short form prospectus. Under Rule 15c6-1 under the U.S. Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, investors who wish to trade Offered Shares prior to the Closing Date may be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Investors who wish to trade Offered Shares prior to the Closing Date should consult their own advisors.

The Company has granted to the Underwriters the Over-Allotment Option, which is exercisable in whole or in part and at any time for a period of 30 days after closing of the Offering to purchase up to an additional 15% of the aggregate number of Offered Shares issued under the Offering on the same terms as set forth above solely to cover over-allocations, if any, and for market stabilization purposes. This short form prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Additional Shares to be delivered upon the exercise of the Over-Allotment Option. A purchaser who acquires Additional Shares forming part of the Underwriters’ over-allocation position acquires such shares under this short form prospectus, regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

The Offering Price of the Offered Shares offered under this short form prospectus was determined by negotiation between the Company and the Underwriters. The Offered Shares initially are offered at the Offering Price of $7.95. After a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, subject to applicable law, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Offered Shares are offered to an amount not greater than the Offering Price. The compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Offered Shares is less than the gross proceeds paid to the Company by the Underwriters.

The Underwriters may not, throughout the period of distribution, bid for or purchase the Common Shares. The foregoing restriction is subject to certain exceptions, on the condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and market balancing activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

The Company has been advised that, in connection with the Offering and subject to the foregoing, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

The Company has applied to list the Offered Shares offered under this short form prospectus on the TSX and the NYSE. Listing on the TSX will be subject to the Company fulfilling all of the listing requirements of the TSX. Listing on the NYSE will be subject to the Company fulfilling all of the listing requirements of the NYSE.

- 27 -

Pursuant to the terms of the Underwriting Agreement, subject to certain exceptions, the Company will not, directly or indirectly, sell, agree or offer to sell, authorize, issue, announce or grant any option for the sale of, or otherwise dispose of any Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares during the period commencing on the date of the (final) short form prospectus and ending 90 days after the closing of the Offering, without the prior written consent of the Underwriters.

The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under Canadian provincial and territorial securities legislation.

TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and Scotia Capital Inc. are affiliates of Canadian chartered banks that are part of a syndicate of lenders that has provided a US$150 million credit facility to the Company. Consequently, the Company may be considered a “connected issuer” of each of TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and Scotia Capital Inc. under applicable Canadian securities laws. The decision to issue the Offered Shares and the determination of the terms of the Offering were made through negotiation between the Company and the Underwriters. The Canadian chartered banks of which such Underwriters are affiliates did not have any involvement in such decision or determination although such Canadian chartered banks may be advised of the Offering and the terms thereof. As a consequence of the Offering, each of such Underwriters will receive its proportionate share of the Underwriting Fee. The Company is and has been in compliance with all material terms and conditions of the foregoing credit facility and confirm that no waiver of any default has occurred thereunder.

DESCRIPTION OF COMMON SHARES

The Company’s authorized capital consists of Common Shares without par value. The Company is authorized to issue an unlimited number of Common Shares. Holders of Common Shares are entitled to vote at meetings of shareholders on the basis of one vote per Common Share, to receive dividends if, as and when declared by the board of directors and to receive pro rata the remaining property and assets of the Company upon its dissolution or winding-up. As at the date hereof, 267,222,594 Common Shares were issued and outstanding.

All of the Common Shares are of the same class and rank equally as to voting rights, dividends and participation in assets of the Company on wind-up or dissolution. There are no pre-emptive rights or conversion rights, and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds, however the Company’s articles provide that the Company may, if authorized by a resolution of the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution and subject to the Business Corporations Act (Ontario) (“OBCA”). Provisions as to creation, modification, amendment or variation of such rights or such provisions are contained in the OBCA.

- 28 -

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of the Company as at September 30, 2016, both before and after giving effect to the Offering and application of the net proceeds of the Offering as described under “Use of Proceeds”. This table should be read in conjunction with the audited consolidated financial statements of the Company for the financial year ended December 31, 2015 and the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2016, both incorporated by reference herein.

(in millions of USD, except number of Common Shares and warrants)
Description	Authorized as at September 30, 2016		Outstanding as at     December 31, 2015			Outstanding as at September 30, 2016, prior to giving effect to the Offering			Outstanding as at September 30, 2016, after giving effect to the Offering(1)(2)
Long Term Debt		N/A	$	315.0		$	302.5		$	63.1
Current Portion of Long Term Debt		N/A	$	5.3		$	5.1		$	5.1
Common Shares		Unlimited	$	2,773.7 (257,070,005 Common Shares	)	$	2,822.1 (267,062,167 Common Shares	)	$	3,061.5 (298,512,167 Common Shares	(3)  )
Warrants		5,532,681		Nil		$	3.5		$	3.5

(1) Reflects the issuance of 31,450,000 Offered Shares and assumes that the Over-Allotment Option is not exercised by the Underwriters and the application of the net proceeds from the Offering as described in “Use of Proceeds”.

(2) Reflects the partial repayment of the Company’s outstanding $315 million principal amount of senior secured 7.75% high yield notes maturing 2020.

(3) After deducting the expenses of the Offering estimated at approximately $670,000 and the Underwriting Fee of $10,001,100, assuming that the Over-Allotment Option is not exercised by the Underwriters. If the Over-Allotment Option is exercised in full, the capitalization for the Common Shares will be $3,097.5 million and 303,229,667 Common Shares will be outstanding. This excludes Common Shares that may be issued upon exercise of any other options, warrants or rights to purchase Common Shares.

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PRICE RANGE AND TRADING VOLUME

The Common Shares are listed on the TSX under the trading symbol “AGI” and on the NYSE under the trading symbol “AGI”. The following table sets forth, for the periods indicated, the market price ranges and trading volumes of the Common Shares on the TSX and the NYSE, expressed in Canadian dollars and United States dollars, respectively.

	TSX						NYSE
Common Shares	High (Cdn$)		Low (Cdn$)		Volume		High (US$)		Low (US$)		Volume
2016
January		5.28		3.27		17,318,057		3.75		2.27		26,158,592
February		6.20		4.37		28,340,241		4.59		3.11		35,302,230
March		7.66		5.89		23,952,456		5.75		4.39		43,694,015
April		9.05		6.68		21,149,698		7.22		5.10		42,619,615
May		9.73		7.68		22,724,758		7.53		5.85		51,322,559
June		11.41		8.05		20,865,176		8.79		6.15		71,162,812
July		13.65		11.07		19,747,148		10.41		8.35		38,204,951
August		12.70		9.14		16,348,498		9.72		6.95		35,540,726
September		11.65		8.99		19,351,043		8.94		6.84		51,282,474
October		11.86		9.13		21,038,160		8.88		6.89		43,524,865
November		11.15		8.20		21,703,712		8.33		6.04		46,457,917
December		10.07		7.86		20,881,925		7.50		5.95		59,154,278
2017
January 1 to 30		11.54		9.17		23,813,500		8.81		6.81		55,297,279

PRIOR SALES

During the 12 month period preceding the date hereof, the Company has made the following distributions of Common Shares, or securities convertible or exchangeable into Common Shares, as follows.

Date of Issuance	Number of Securities Issued		Price per Security		Type of Security
February 4, 2016		23,820	Cdn$	4.44		Common Shares	(1)
February 11, 2016		1,276,666	Cdn$	5.48		Common Shares	(3)
February 18, 2016		7,246	Cdn$	4.14		Common Shares	(2)
February 18, 2016		3,261	Cdn$	4.14		Common Shares	(2)
February 26, 2016		12,034	Cdn$	5.61		Common Shares	(1)
March 4, 2016		4,348	Cdn$	3.45		Common Shares	(1)
March 8, 2016		2,174	Cdn$	3.45		Common Shares	(1)
April 6, 2016		2,113	Cdn$	4.44		Common Shares	(1)
April 11, 2016		2,901	Cdn$	6.73		Common Shares	(1)
April 12, 2016		6,434	Cdn$	4.14		Common Shares	(2)
April 12, 2016		14,130	Cdn$	5.52		Common Shares	(1)
April 15, 2016		47,937	Cdn$	7.69		Common Shares	(1)
April 18, 2016		2,898	Cdn$	4.14		Common Shares	(2)
April 19, 2016		10,956	Cdn$	4.45		Common Shares	(2)
April 22, 2016		1,811	Cdn$	6.90		Common Shares	(2)
April 25, 2016		841	Cdn$	7.76		Common Shares	(1)
April 26, 2016		1,449	Cdn$	6.90		Common Shares	(2)

- 30 -

Date of Issuance	Number of Securities Issued		Price per Security		Type of Security
April 28, 2016		7,246	Cdn$	5.18		Common Shares	(2)
May 2, 2016		24,152	Cdn$	6.90		Common Shares	(2)
May 3, 2016		5,046	Cdn$	7.75		Common Shares	(1)
April 3, 2016		56,737	Cdn$	5.18		Common Shares	(2)
May 4, 2016		60,551	Cdn$	7.75		Common Shares	(1)
May 5, 2016		8,410	Cdn$	7.76		Common Shares	(1)
May 5, 2016		4,710	Cdn$	5.52		Common Shares	(1)
May 6, 2016		3,364	Cdn$	7.76		Common Shares	(1)
May 6, 2016		1,128,932	Cdn$	8.86		Common Shares	(3)
May 9, 2016		7,246	Cdn$	6.90		Common Shares	(2)
May 10, 2016		5,797	Cdn$	5.18		Common Shares	(2)
May 11, 2016		841	Cdn$	7.76		Common Shares	(1)
May 16, 2016		5,046	Cdn$	7.74		Common Shares	(1)
May 17, 2016		18,694	Cdn$	5.18		Common Shares	(2)
May 19, 2016		59,290	Cdn$	7.74		Common Shares	(1)
May 20, 2016		24,389	Cdn$	7.75		Common Shares	(1)
May 24, 2016		32,412	Cdn$	7.75		Common Shares	(1)
May 25, 2016		56,120	Cdn$	5.18		Common Shares	(2)
May 31, 2016		12,077	Cdn$	6.90		Common Shares	(2)
June 1, 2016		18,743	Cdn$	5.79		Common Shares	(2)
June 6, 2016		86,773	Cdn$	8.19		Common Shares	(1)
June 7, 2016		2,898	Cdn$	6.90		Common Shares	(2)
June 8, 2016		17,246	Cdn$	4.14		Common Shares	(2)
June 10, 2016		5,046	Cdn$	7.74		Common Shares	(1)
June 13, 2016		46,691	Cdn$	7.75		Common Shares	(1)
June 14, 2016		14,297	Cdn$	7.75		Common Shares	(1)
June 15, 2016		841	Cdn$	7.74		Common Shares	(1)
June 16, 2016		2,898	Cdn$	4.14		Common Shares	(2)
June 17, 2016		12,295	Cdn$	5.05		Common Shares	(2)
June 20, 2016		2,341	Cdn$	7.76		Common Shares	(1)
June 20, 2016		39,370	Cdn$	6.36		Common Shares	(2)
June 20, 2016		14,492	Cdn$	6.90		Common Shares	(2)
June 21, 2016		23,292	Cdn$	7.65		Common Shares	(1)
June 22, 2016		28,067	Cdn$	7.28		Common Shares	(1)
June 23, 2016		21,600	Cdn$	7.28		Common Shares	(1)
June 27, 2016		5,218	Cdn$	6.90		Common Shares	(2)
June 28, 2016		3,695	Cdn$	6.90		Common Shares	(1)
June 29, 2016		2,898	Cdn$	5.18		Common Shares	(2)
June 30, 2016		12,615	Cdn$	7.74		Common Shares	(2)
June 30, 2016		922,790	Cdn$	10.84		Common Shares	(3)
July 5, 2016		15,320	Cdn$	7.76		Common Shares	(1)
July 5, 2016		31,800	Cdn$	7.28		Common Shares	(1)
July 6, 2016		47,354	Cdn$	7.74		Common Shares	(1)
July 6, 2016		27,478	Cdn$	4.59		Common Shares	(2)
July 7, 2016		150,069	Cdn$	7.71		Common Shares	(1)
July 7, 2016		2,900	Cdn$	8.19		Common Shares	(1)
July 8, 2016		165,319	Cdn$	7.76		Common Shares	(1)
July 8, 2016		53,334	Cdn$	8.32		Common Shares	(1)
July 8, 2016		144	Cdn$	10.00		Common Shares	(2)

- 31 -

Date of Issuance	Number of Securities Issued		Price per Security		Type of Security
July 11, 2016		3,927	Cdn$	5.16		Common Shares	(2)
July 11, 2016		2,746	Cdn$	6.90		Common Shares	(1)
July 11, 2016		56,698	Cdn$	8.03		Common Shares	(1)
July 13, 2016		59,075	Cdn$	7.75		Common Shares	(1)
July 14, 2016		28,230	Cdn$	7.76		Common Shares	(1)
July 14, 2016		1,912	Cdn$	6.90		Common Shares	(2)
July 14, 2016		3,000	Cdn$	6.90		Common Shares	(1)
July 15, 2016		6,500	Cdn$	7.76		Common Shares	(1)
July 20, 2016		1,800	Cdn$	3.45		Common Shares	(1)
July 21, 2016		841	Cdn$	7.76		Common Shares	(1)
July 21, 2016		19,745	Cdn$	5.57		Common Shares	(1)
July 25, 2016		36,230	Cdn$	6.90		Common Shares	(2)
August 3, 2016		109	Cdn$	6.90		Common Shares	(2)
August 5, 2016		8,695	Cdn$	5.46		Common Shares	(2)
August 5, 2016		5,322	Cdn$	7.76		Common Shares	(1)
August 12, 2016		2,523	Cdn$	8.69		Common Shares	(1)
August 30, 2016		4,348	Cdn$	6.90		Common Shares	(1)
September 8, 2016		5,046	Cdn$	7.74		Common Shares	(1)
September 28, 2016		2,000	Cdn$	6.90		Common Shares	(1)
September 30, 2016		2,900	Cdn$	10.93		Common Shares	(1)
October 20, 2016		2,500	Cdn$	6.90		Common Shares	(1)
October 26, 2016		841	Cdn$	7.76		Common Shares	(1)
November 22, 2016		2,903	Cdn$	9.39		Common Shares	(1)
December 15, 2016		841	Cdn$	7.76		Common Shares	(1)
December 15, 2016		2,899	Cdn$	4.14		Common Shares	(2)
December 19, 2016		841	Cdn$	7.76		Common Shares	(1)
December 20, 2016		1,682	Cdn$	7.76		Common Shares	(1)
December 22, 2016		1,821	Cdn$	8.15		Common Shares	(1)
January 9, 2017		6,364	Cdn$	7.76		Common Shares	(1)
January 10, 2017		16,820	Cdn$	7.75		Common Shares	(1)
January 10, 2017		5,370	Cdn$	8.26		Common Shares	(1)
January 10, 2017		1,459	Cdn$	8.17		Common Shares	(1)
January 11, 2017		916	Cdn$	9.54		Common Shares	(1)
January 12, 2017		4,565	Cdn$	7.75		Common Shares	(1)
January 13, 2017		11,292	Cdn$	7.76		Common Shares	(1)
January 16, 2017		23,548	Cdn$	7.75		Common Shares	(1)
January 16, 2017		2,536	Cdn$	6.90		Common Shares	(2)
January 17, 2017		43,794	Cdn$	7.75		Common Shares	(1)
January 20, 2017		8,410	Cdn$	7.76		Common Shares	(1)
January 23, 2017		21,025	Cdn$	7.75		Common Shares	(1)

(1) Issued pursuant to the Company’s long-term compensation plans.

(2) Issued pursuant to the exercise of outstanding warrants.

(3) Issued as flow-through shares under the Tax Act.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Torys LLP, counsel to the Company, and Fasken Martineau DuMoulin LLP, Canadian counsel to the Underwriters, the following is a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a holder who acquires Offered Shares under the Offering and who, for purposes of the Tax Act and at all relevant times, deals at arm’s length with, and is not

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affiliated with, the Company or the Underwriters and acquires and holds the Offered Shares as capital property (a “Holder”). Generally the Offered Shares will be considered to be capital property to a Holder thereof provided that the Holder does not use or hold the Offered Shares in the course of carrying on a business of buying and selling securities and such Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder (i) that is a “financial institution” as defined in the Tax Act for purposes of the mark-to-market rules; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii) an interest in which is a “tax shelter investment” as defined in the Tax Act or who acquires the Offered Shares as a “tax shelter investment”; (iv) that has elected to report its Canadian tax results in a “functional currency” as defined in the Tax Act, which excludes Canadian currency; or (v) that has entered or will enter into, with respect to the Offered Shares, a “derivative forward agreement”, as defined in the Tax Act. Additional considerations, not discussed herein, may be applicable to a Holder where the Holder is a corporation and either the Holder or a corporation that does not deal at arm’s length with the Holder, is, or becomes as part of a transaction or series of transactions or events that includes the acquisition of the Offered Shares, controlled by a non-resident corporation for the purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors with respect to an investment in Offered Shares.

This summary is based on the facts set out in this short form prospectus, the provisions of the Tax Act in force prior to the date hereof and counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all. This summary does not otherwise take into account or anticipate any changes in law or in the administrative policies or assessing practices of the CRA, whether by way of judicial, legislative or governmental decision or action. This summary is not exhaustive of all possible Canadian federal income tax considerations, and does not take into account any provincial, territorial or foreign income tax legislation or considerations, which may differ materially from those described in this summary.

This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular holder, and no representations concerning the tax consequences to any particular holder are made. The tax consequences of acquiring, holding and disposing of Offered Shares will vary according to the holder’s particular circumstances. Holders should consult their own tax advisors regarding the tax considerations applicable to them having regard to their particular circumstances.

Taxation of Resident Holders

The following portion of the summary applies to a Holder who, for purposes of the Tax Act and any applicable income tax treaty or convention, is or is deemed to be resident in Canada at all relevant times (a “Resident Holder”). A Resident Holder to whom Offered Shares might not constitute capital property may make, in certain circumstances, an irrevocable election permitted by subsection 39(4) of the Tax Act to have the Offered Shares, and all other “Canadian securities” as defined in the Tax Act, held by such Resident Holder in the taxation year of the election and in all subsequent taxation years, treated as capital property. Resident Holders should consult their own tax advisors regarding this election.

Currency

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Offered Shares must be expressed in Canadian dollars including any distributions, adjusted cost base and proceeds of disposition. For purposes of the Tax Act, amounts denominated in a currency other than the Canadian dollar generally must be converted into Canadian dollars using the appropriate exchange rate determined in accordance with the detailed rules in the Tax Act in that regard.

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Dividends on Offered Shares

Dividends (including deemed dividends) received on the Offered Shares by a Resident Holder who is an individual (other than certain trusts) will be included in the individual’s income and will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by individuals from “taxable Canadian corporations”, as defined in the Tax Act, including the enhanced gross up and dividend tax credit rules applicable to any dividends designated by the Company as “eligible dividends” in accordance with the Tax Act. There may be limits on the ability of the Company to designate dividends as eligible dividends.

Dividends (including deemed dividends) received on the Offered Shares by a Resident Holder that is a corporation will be included in computing the corporation’s income and will generally be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Holder that is a corporation as proceeds of disposition or a capital gain. Holders that are corporations are urged to consult their own tax advisors having regard to their particular circumstances.

A Resident Holder that is a “private corporation” or a “subject corporation”, each as defined in the Tax Act, may be liable to pay an additional refundable tax under Part IV of the Tax Act on dividends received (or deemed to be received) on the Offered Shares to the extent that such dividends are deductible in computing taxable income.

Disposition of Offered Shares

Generally, upon a disposition (or a deemed disposition) of an Offered Share a Resident Holder will realize a capital gain (or a capital loss) equal to the amount by which the Resident Holder’s proceeds of disposition are greater (or less) than the Resident Holder’s adjusted cost base of such share and any reasonable costs of the disposition. The adjusted cost base to the Resident Holder of an Offered Share acquired pursuant to this Offering will be determined by averaging the cost of such share with the adjusted cost base of all Common Shares of the Company owned by the Resident Holder as capital property immediately before the time of acquisition, if any. The tax treatment of capital gains and capital losses is discussed below under “Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “taxable capital gain”), realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for that year and one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be deducted against taxable capital gains realized by the Resident Holder in the year.

Allowable capital losses in excess of taxable capital gains realized in a particular taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such years, to the extent and in the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition (or deemed disposition) of an Offered Share may be reduced by the amount of any dividends received (or deemed to be received) by the Resident Holder on such share (or a share substituted for such share) to the extent and under the circumstances described in the Tax Act. Similar rules may apply where an Offered Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary.

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation”, as defined in the Tax Act, may be liable for a refundable tax on its “aggregate investment income”, which is defined to include an amount in respect of taxable capital gains.

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Alternative Minimum Tax

A capital gain realized, or a dividend received or deemed to be received, by an individual or a trust (other than certain specified trusts) may give rise to a liability for alternative minimum tax.

Taxation of Non-Resident Holders

This portion of the summary is applicable to a Holder who, at all relevant times, is neither resident in Canada nor deemed to be resident in Canada for purposes of the Tax Act and any applicable income tax treaty or convention, and who does not use or hold, (and is not deemed to use or hold) the Offered Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”).

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere. Such Non-Resident Holders should consult their own tax advisors with respect to an investment in Offered Shares.

Dividends

Dividends paid or credited (or deemed to be paid or credited) to a Non-Resident Holder by the Company will be subject to Canadian withholding tax at the rate of 25%, subject to a reduction of such rate under the terms of an applicable income tax treaty or convention. In general, in the case of a Non-Resident Holder who is a resident of the United States for purposes of the Canada-U.S. Tax Convention, is the beneficial owner of the dividend, and who qualifies for full benefits of the Canada-U.S. Tax Convention, the rate of such withholding tax will be reduced to 15% (or 5% if such Non-Resident Holder is a company beneficially owning at least 10% of the Company’s voting shares). Non-Resident Holders are urged to consult their own advisors to determine their entitlement to relief under an applicable income tax treaty or convention.

Disposition of Offered Shares

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of an Offered Share unless the Offered Share constitutes (or is deemed to constitute) “taxable Canadian property” of such Non-Resident Holder for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention.

Provided the Offered Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX and NYSE) at the time of disposition, the Offered Shares generally will not constitute taxable Canadian property of a Non-Resident Holder unless, at any time during the 60 month period immediately preceding the disposition, (i) at least 25% of the issued shares of any class or series of the capital stock of the Company were owned by or belonged to one or any combination of (a) the Non- Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, and (c) partnerships in which the Non- Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the fair market value of the Offered Shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists. Notwithstanding the foregoing, Offered Shares may be deemed to be taxable Canadian property in certain circumstances specified in the Tax Act.

If the Offered Shares are taxable Canadian property of a Non-Resident Holder, any capital gain realized on the disposition or deemed disposition of such Offered Shares may not be subject to tax under the Tax Act pursuant to the terms of an applicable income tax treaty or convention. Non-Resident Holders whose Offered Shares constitute taxable Canadian property should consult their own tax advisors.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of Offered Shares generally applicable to a U.S. Holder, as defined below, that acquires Offered Shares pursuant to the Offering. This discussion is not a complete analysis or listing of all of the possible tax consequences of such transactions and does not address all tax considerations that might be relevant to particular holders in light of their individual circumstances or to persons that are subject to special tax rules. In particular, the information set forth below deals only with U.S. Holders that will hold Offered Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment) and that do not own, and are not treated as owning, at any time, 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote. In addition, this summary does not address the tax treatment of special classes of U.S. Holders, such as: financial institutions; regulated investment companies; real estate investment trusts; tax-exempt entities; insurance companies; persons holding the Offered Shares as part of a hedging, integrated or conversion transaction, constructive sale or “straddle”; persons who acquired Offered Shares through the exercise or cancellation of employee stock options or otherwise as compensation for services; U.S. expatriates; persons subject to the alternative minimum tax; dealers or traders in securities or currencies; or persons whose functional currency is not the U.S. dollar. This summary does not address estate or gift tax, any U.S. federal tax consequences other than income tax, or tax consequences under any state, local or non-U.S. laws.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of Offered Shares acquired pursuant to the Offering that is: (i) an individual citizen of the United States or a resident alien of the United States as determined for U.S. federal income tax purposes; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (A) if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have authority to control all substantial decisions of the trust or (B) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

If a partnership or other pass-through entity is a beneficial owner of Offered Shares, the tax treatment of a partner or other owner will generally depend upon the status of the partner (or other owner) and the activities of the entity. A pass-through entity or U.S. Holder that is a partner (or other owner) of a pass-through entity that acquires Offered Shares is urged to consult its own tax adviser regarding the tax consequences of acquiring, owning and disposing of Offered Shares.

The following discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury Regulations, U.S. judicial decisions and administrative pronouncements, all as in effect as of the date hereof. All of the preceding authorities are subject to change, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below. The Company has not requested, and will not request, a ruling from the U.S. Internal Revenue Service (“IRS”) with respect to any of the U.S. federal income tax consequences described below, and as a result there can be no assurance that the IRS will not disagree with or challenge any of the conclusions described herein.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of Offered Shares, and no opinion or representation with respect to the U.S. federal income tax consequences to any such holder or prospective holder is made. Prospective investors are urged to consult their own tax advisers as to the particular consequences to them under U.S. federal, state and local, and applicable non-U.S. tax laws of the acquisition, ownership and disposition of Offered Shares.

Distributions

Subject to the passive foreign investment company (“PFIC”) rules discussed below, the gross amount of any distribution made by the Company (without reduction for any Canadian income tax withheld from such distribution) generally will be subject to U.S. federal income tax as dividend income to the extent paid out of the

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Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. The Company does not intend to calculate its earnings and profits under U.S. federal income tax principles. Accordingly, U.S. Holders should expect that distributions will be reported in their entirety as dividends for U.S. federal income tax purposes.

Dividends received by individuals and other non-corporate U.S. Holders on Offered Shares generally will be subject to tax at preferential rates applicable to long-term capital gains, provided that such holders meet certain holding period and other requirements, the Company is not treated as a PFIC for the taxable year in which the dividend is paid or for the preceding taxable year, and either (i) the Company is eligible for the benefits of a comprehensive income tax treaty with the United States or (ii) the Offered Shares are readily tradable on an established securities market in the United States. The Company believes that it is eligible for such treaty benefits, and U.S. Treasury guidance indicates that the Offered Shares will be readily tradable on an established securities market in the United States, although there can be no assurance that the Offered Shares will be so tradable in future years. Dividends on Common Shares will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations. U.S. Holders are urged to consult their own tax advisers regarding the application of the relevant rules to their particular circumstances.

To the extent that a distribution exceeds the amount of the Company’s current and accumulated earnings and profits, as determined under U.S. federal income tax principles, it will be treated first as a tax-free return of capital, causing a reduction in the U.S. Holder’s adjusted tax basis in Offered Shares held by such U.S. Holder (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by such U.S. Holder upon a subsequent disposition of Offered Shares), with any amount that exceeds the adjusted tax basis being treated as a capital gain recognized on a sale, exchange or other taxable disposition (as discussed below).

In general, any Canadian withholding tax imposed on dividend payments in respect of Offered Shares will be treated as a foreign income tax eligible for credit against a U.S. Holder’s U.S. federal income tax liability (or, at a U.S. Holder’s election, may, in certain circumstances, be deducted in computing taxable income). Dividends paid on Offered Shares will be treated as foreign-source income, and generally will be treated as “passive category income” for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of non-U.S. taxes that may be claimed as a credit by U.S. taxpayers. Accordingly, U.S. Holders are urged to consult their own tax advisers regarding the availability of the foreign tax credit under their particular circumstances.

Sale, Exchange or Other Taxable Disposition of Offered Shares

A U.S. Holder generally will recognize gain or loss upon the sale, exchange or other taxable disposition of Offered Shares in an amount equal to the difference between (i) the amount realized upon the sale, exchange or other taxable disposition and (ii) such U.S. Holder’s adjusted tax basis in Offered Shares. Subject to the application of the PFIC rules discussed below, such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if, on the date of the sale, exchange or other taxable disposition, the U.S. Holder has held the Offered Shares for more than one year. For individual U.S. Holders, long-term capital gains are subject to taxation at favourable rates. The deductibility of capital losses is subject to limitations under the Code. Gain or loss realized upon a sale, exchange or other taxable disposition of Offered Shares generally will be treated as having a United States source for U.S. foreign tax credit limitation purposes.

Passive Foreign Investment Company Considerations

Special, generally unfavourable, U.S. federal income tax rules apply to U.S. persons owning stock of a PFIC. A non-U.S. corporation will be considered a PFIC for any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look through” rules, either (i) at least 75 percent of its gross income is “passive” income (the “income test”) or (ii) at least 50 percent of the average value of its assets is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). In general, passive income includes dividends, interest, certain rents and royalties, and the excess of gains over losses from certain commodities transactions, including

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transactions involving gold and other precious metals. Net gains from commodities transactions generally are treated as passive income, unless such gains are active business gains from the sale of commodities and substantially all of the corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in a trade or business. For purposes of determining whether a non-U.S. corporation is a PFIC, such non-U.S. corporation will be treated as holding its proportionate share of the assets and receiving directly its proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25 percent (by value) of the stock. PFIC status is fundamentally factual in nature, generally cannot be determined until the close of the taxable year in question, and is determined annually.

Based on the nature of the Company’s income, assets, and activities, the Company does not expect to be classified as a PFIC for the current taxable year or for the foreseeable future. However, the determination of PFIC status for any year is fact-specific, based on the types of income the Company earns and the types and values of the Company’s assets from time to time, all of which are subject to change. Moreover, the PFIC determination depends upon the application of complex U.S. federal income tax rules that are subject to differing interpretations. As a result, there can be no assurance that the Company will not be a PFIC in the current or future taxable years. If the Company is classified as a PFIC in any year during which a U.S. Holder holds Offered Shares, the Company generally will continue to be treated as a PFIC as to such U.S. Holder in all succeeding years, whether or not the Company is classified as a PFIC in such succeeding years under the income or asset tests described above.

If the Company were classified as a PFIC for any taxable year during which a U.S. Holder held Offered Shares, then gain recognized by a U.S. Holder upon the sale or other taxable disposition of the Offered Shares would be allocated ratably over the U.S. Holder’s holding period for the Offered Shares. The amounts allocated to the taxable year of the sale or other taxable disposition and to any year before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax on such amount. Further, to the extent that any distribution received by a U.S. Holder during a taxable year on its Offered Shares were to exceed 125% of the average of the annual distributions on the Offered Shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, such “excess distribution” would be subject to taxation in the same manner as gain, described immediately above. Certain elections (including a mark-to-market election) might be available to U.S. Holders to mitigate some of the adverse tax consequences resulting from PFIC treatment. Subject to certain exceptions, a U.S. Holder who owns Offered Shares during any taxable year in which the Company is a PFIC must disclose certain information with respect to such holder’s ownership interest by filing IRS Form 8621. U.S. Holders are urged to consult their own tax advisers regarding the application of the PFIC rules to their ownership and disposition of Common Shares.

Receipt of Foreign Currency

The gross amount of any payment in a currency other than U.S. dollars will be included by each U.S. Holder in income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day such U.S. Holder actually or constructively receives the payment in accordance with its regular method of accounting for U.S. federal income tax purposes, regardless of whether the payment is in fact converted into U.S. dollars at that time. If the foreign currency is converted into U.S. dollars on the date of the payment, the U.S. Holder should not recognize any foreign currency gain or loss with respect to the receipt of foreign currency. If, instead, the foreign currency is converted at a later date, any currency gain or loss resulting from the conversion of the foreign currency will be treated as U.S.-source ordinary income or loss. U.S. Holders are urged to consult their own U.S. tax advisers regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Additional Tax on Passive Income

A U.S. Holder that is an individual, estate or trust may be required to pay an additional 3.8% tax on the lesser of (i) such holder’s “net investment income” for the relevant taxable year and (ii) the excess of such

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holder’s modified adjusted gross income for the taxable year over a certain threshold. A U.S. Holder’s “net investment income” generally includes, among other things, dividends and net gains from disposition of property (other than property held in the ordinary course of the conduct of a trade or business). U.S. Holders are urged to consult their own tax advisers regarding the additional tax on passive income.

Information Reporting and Backup Withholding

In general, dividends paid to a U.S. Holder in respect of Offered Shares and the proceeds received by a U.S. Holder from the sale, exchange or other disposition of Offered Shares within the United States or through certain U.S.-related financial intermediaries will be subject to U.S. information reporting rules, unless a U.S. Holder is a corporation or other exempt recipient and properly establishes such exemption. Backup withholding may apply to such payments if a U.S. Holder does not establish an exemption from backup withholding and fails to provide a correct taxpayer identification number and make any other required certifications. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a U.S. Holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

In addition, U.S. Holders should be aware of reporting requirements with respect to the holding of certain non-U.S. financial assets, including stock of non-U.S. issuers not held in accounts maintained by certain financial institutions, if the aggregate value of all of such assets exceeds US$50,000. U.S. Holders should consult their own tax advisers regarding the application of the information reporting rules to the Offered Shares with regard to their particular circumstances.

RISK FACTORS

An investment in the Company’s securities involves risk. Prospective investors should carefully consider the following risk factors, including the risk factors described in the section entitled “Risk Factors” in the Company’s AIF incorporated by reference herein, as well as the other information contained in and incorporated by reference into this short form prospectus, before deciding whether to participate in the Offering. Any of the following risks could materially adversely affect the Company’s business, financial condition or results of operations and could materially adversely affect your investment in the Common Shares. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may also materially and adversely affect the Company’s business, financial condition or results of operations.

The market price of the Common Shares may be subject to fluctuations and volatility

The market price of the Common Shares has been subject to fluctuations and volatility. These fluctuations and volatility could continue. Among the factors that could affect the market price of the Common Shares are those discussed in the AIF, as well as:

• the price of gold and other metals;

• actual or anticipated variations in the Company’s operating performance and the performance of competitors and other similar companies;

• changes in earnings estimates or recommendations by research analysts; and

• changes in general economic conditions.

The failure of management to apply net proceeds from the Offering effectively.

Although the Company intends to expend the net proceeds from the Offering as set forth under “Use of Proceeds” based on current knowledge and planning by management, there may be circumstances where for sound business reasons a reallocation of funds may be deemed prudent or necessary, and may vary materially

- 39 -

from that set forth above. The failure by management to apply the net proceeds effectively could have a material adverse effect on the Company’s business, financial condition or results of operations.

Additional issuances of Common Shares may result in dilution

The Company’s articles of incorporation allow it to issue an unlimited number of Common Shares. Future issuances of additional Common Shares may result in dilution to the holders of Common Shares.

Risks and costs relating to development, ongoing construction and changes to existing mining operations and development projects.

The Company’s ability to meet development, production and cost estimates for its development and expansion projects cannot be assured. The Company is currently in the process of completing a ramp-up and expansion at the Young-Davidson mine, development and construction of its La Yaqui deposit near the Mulatos mine in Mexico, and completing a feasibility study for its Lynn Lake, Manitoba project. In addition, the Company is undertaking permitting efforts with respect to expanded tailings dam facilities at the Young-Davidson mine.

Technical, environmental or community considerations, delays in obtaining governmental approvals, inability to obtain financing or other factors could cause delays in current mining operations or in developing properties. Such delays could materially affect the financial performance of the Company.

The Company prepares estimates of operating costs and/or capital costs for each operation and project. No assurance can be given that such estimates will be achieved. Failure to achieve cost estimates or material increases in costs could have an adverse impact on future cash flows, profitability, results of operations and financial condition.

The Company’s operating and development properties are located in jurisdictions that are subject to changes in economic and political conditions and regulations in those countries.

The economics of the mining and extraction of precious metals are affected by many factors, including the costs of mining and processing operations, variations of grade of ore discovered or mined, fluctuations in metal prices, foreign exchange rates and the prices of goods and services, applicable laws and regulations, including regulations relating to royalties, allowable production and importing and exporting goods and services. Depending on the price of minerals, the Company may determine that it is neither profitable nor advisable to acquire or develop properties, or to continue mining activities.

Risk related to foreign operations in Turkey

The Company has development stage mineral properties located in Turkey. Economic and political conditions in Turkey could adversely affect the business activities of the Company.

These conditions are beyond the Company’s control, and there can be no assurances that any mitigating actions by the Company will be effective. In the past year, Turkey has experienced significant political, social, legal and regulatory instability, including an attempted coup. Changes to existing governmental regulations may affect the Company’s ability to conduct business and mineral exploration and mining activities more broadly and the Company’s ability to generate cash flow and profits from operations. Associated risks include, but are not limited to, resource nationalism, terrorism, corruption, extreme fluctuations in currency exchange rates and high rates of inflation.

Changing laws and regulations relating to the mining industry or shifts in political conditions may increase the costs related to the Company’s activities including the cost of maintaining its properties. Operations may also be affected to varying degrees by changes in government regulations with respect to restrictions on production, price controls, export controls, income taxes, royalties, expropriation of property, environmental legislation

- 40 -

(including specifically legislation enacted to address climate change) and mine safety. The effect of these factors cannot be accurately predicted. Economic instability could result from current global economic conditions and could contribute to currency volatility and potential increases to income tax rates, both of which could significantly impact the Company’s profitability.

The Company’s activities are subject to extensive laws and regulations governing worker health and safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters. Regulators have broad authority to shut down and/or levy fines against facilities that do not comply with regulations or standards.

The Company will be unable to undertake its required drilling and other development work on its properties if all necessary permits and licenses are not granted.

A number of approvals, licenses and permits are required for various aspects of exploration, development and expansion projects. The Company is uncertain if all necessary permits will be maintained or obtained on acceptable terms or in a timely manner.

On January 5, 2017, the Company announced that it had received its forestry permit in connection with its Kirazli project in Turkey. The Company is pursuing the GSM (Business Opening and Operation) permit which is granted by the Çanakkale Governorship. It remains uncertain if the Company will be able to maintain its existing permits and/or obtain all additional permits that it requires for its proposed mining activities. Although the Company has reason to expect the GSM permit in the first half of 2017, there can be no certainty with respect to permitting timelines.

Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or planned exploration and development activities or any other projects with which the Company becomes involved. Any failure to comply with applicable laws and regulations or failure to obtain or maintain permits, even if inadvertent, could result in the interruption of production, exploration or development, or material fines, penalties or other liabilities.

Water management at the Company’s mining operations

The water collection, treatment and disposal operations at the Company’s mines are subject to substantial regulation and involve significant environmental risks. If collection or management systems fail, overflow or do not operate properly, untreated water or other contaminants could spill onto nearby properties or into nearby streams and rivers, causing damage to persons or property, injury to aquatic life and economic damages. This risk is most acute at the Mulatos mine during periods of substantial rainfall or flooding, which can be the main causes of overflow and system failures.

Environmental and regulatory authorities in Mexico and Canada conduct periodic or annual inspections of the Young-Davidson, Mulatos and El Chanate mines. As a result of these inspections, the Company is from time to time required to modify its water management program, complete additional monitoring work or take remedial actions with respect to the Company’s operations as it pertains to water management.

Liabilities resulting from damage, regulatory orders or demands, or similar, could adversely and materially affect the Company’s business, results of operations and financial condition. Moreover, in the event that the Company is deemed liable for any damage caused by overflow, the Company’s losses or consequences of regulatory action might not be covered by insurance policies.

- 41 -

INTERESTS OF EXPERTS

The following persons, who are each a “qualified person” as defined by NI 43-101, prepared, supervised the preparation of or approved certain technical and scientific information contained in this short form prospectus or in the documents incorporated by reference herein, as described above under “Technical Information”: Chris Bostwick, FAusIMM, Vice President Technical Services of the Company; Jeffrey Volk, CPG, FAusIMM, Director – Reserves and Resources of the Company; Aoife McGrath, M.Sc., M.AIG, Vice President, Exploration of the Company; Herbert Welhener, SME-QP, Vice President, Independent Mining Consultants Inc.; Marc Jutras, P.Eng, Principal, Ginto Consulting Inc.; Joseph M. Keane, P.E., K D Engineering; Kenneth J. Balleweg, P.Geo., B.Sc., M.Sc., Alamos Gold Inc. (formerly); Mark A. Odell, P.E., Practical Mining LLC; Russell A. Browne, P.E., Golder Associates; Susan E. Ames, Ph.D., P.Ag. CAD, Rescan Environmental Services Ltd.; and Dawn H. Garcia, P.G., C.P.G., SRK Consulting.

To the knowledge of the Company, each of these experts held less than 1% of the outstanding securities of the Company or of any associate or affiliate thereof when they prepared, supervised the preparation of or approved such information or following such preparation, supervision or approval. Other than Mr. Bostwick, Vice President, Technical Services of the Company, Jeffrey Volk, Director – Reserves and Resource of the Company, and Aoife McGrath, Vice President of Exploration of the Company, pursuant to their respective employment arrangements, none of the aforementioned firms or persons received, or will receive, any direct or indirect interest in any securities of the Company or of any associate or affiliate thereof. Other than Mr. Bostwick, Mr. Volk, and Ms. McGrath, none of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently, or are expected to be elected, appointed or employed as, a director, officer or employee of the Company, or of any associate or affiliate of the Company.

LEGAL MATTERS

Certain legal matters relating to the Offering will be passed upon on behalf of the Company by Torys LLP with respect to Canadian and U.S. legal matters and on behalf of the Underwriters by Fasken Martineau DuMoulin LLP with respect to Canadian legal matters and by Paul, Weiss, Rifkind, Wharton & Garrison LLP with respect to U.S. legal matters. As at the date hereof, the partners and associates of Torys LLP, as a group and Fasken Martineau DuMoulin LLP, as a group, each own, directly or indirectly, less than 1% of the Common Shares, respectively.

AUDITORS, TRANSFER AGENT AND REGISTRAR

KPMG LLP are the auditors of the Company and have confirmed that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants with respect to the Company under all relevant United States professional and regulatory standards.

Ernst & Young LLP were the auditors of Former Alamos and have confirmed that as of the date of the audited consolidated financial statements of Former Alamos for the fiscal year ended December 31, 2014 incorporated by reference in the BAR, they were independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they were independent accountants with respect to Former Alamos under all relevant United States professional and regulatory standards.

The transfer agent and registrar for the Common Shares of the Company is Computershare Investor Services Inc. at its principal office in Toronto, Ontario.

- 42 -

ENFORCEMENT OF CERTAIN CIVIL LIABILITIES

The Company is incorporated under the laws of Canada and its principal place of business is in Canada. Most of the Company’s directors and officers, and some of the experts named in this Prospectus, are residents of Canada, and all or a substantial portion of their assets, and a substantial portion of the Company’s assets, are located outside the United States. The Company has appointed an agent for service of process in the United States but it may be difficult for holders of Securities who reside in the United States to effect service within the United States upon the Company or those directors, officers and experts who are not residents of the United States. Investors should not assume that a Canadian court would enforce a judgment of a United States court obtained in an action against the Company or such other persons predicated on the civil liability provisions of the United States federal securities laws or the securities or “blue sky” laws of any state within the United States or would enforce, in original actions, liabilities against the Company or such persons predicated on the United States federal securities laws or any such state securities or “blue sky” laws. The Company’s Canadian counsel has advised the Company that a monetary judgment of a United States court predicated solely upon the civil liability provisions of United States federal securities laws would likely be enforceable in Canada if the United States court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. The Company cannot provide assurance that this will be the case. It is less certain that an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

RECONCILIATION OF NON-GAAP MEASURES

Below are reconciliations total cash cost per ounce and all-in sustaining cost per ounce for the periods presented.

Nine months ended September 30, 2016

	Nine months ended
	Young-Davidson		Mulatos		El Chanate		Corporate		Total
Mining and processing	$	80.9	$	76.0	$	53.2	$	—	$	210.1
Royalties		2.9		6.8		—		—		9.7
Inventory and other adjustments		—		—		—		—		—
Total cash costs		83.8		82.8		53.2		—		219.8
Gold ounces sold		128,045		101,159		52,442		—		281,646
Total cash costs per ounce	$	654	$	819	$	1,014	$	—	$	780
Total cash costs	$	83.8	$	82.8	$	53.2	$	—	$	219.8
Sustaining capital expenditures		29.5		6.8		0.6		—		36.9
Exploration		0.2		1.2		—		0.5		1.9
Accretion of decommissioning liabilities		0.1		1.2		0.3		—		1.6
Corporate and administrative		—		—		—		11.7		11.7
Share-based compensation		—		—		—		9.3		9.3
Realized losses on FX options		—		—		—		1.0		1.0
Total all-in sustaining costs		113.6		92.0		54.1		22.5		282.2
Gold ounces sold		128,045		101,159		52,442		—		281,646
All-in sustaining costs per ounce	$	887	$	909	$	1,032	$	—	$	1,002

-43-

Year ended December 31, 2015

	Twelve months ended
	Young-Davidson			Mulatos2
Mining and processing	$	107.5		$	118.2
Royalties		2.9			9.5
Inventory and other adjustments		(3.0	)		—
Total cash costs		107.4			127.7
Gold ounces sold		157,161			147,035
Total cash costs per ounce	$	683		$	869
Total cash costs	$	107.4		$	127.7
Sustaining capital expenditures		47.0			20.8
Exploration		0.5			3.9
Accretion of decommissioning liabilities		0.2			1.5
Corporate and administrative		—			—
Share-based compensation		—			—
Realized losses on FX options		—			—
Total all-in sustaining costs		155.1			153.9
Gold ounces sold		157,161			147,035
All-in sustaining costs per ounce	$	986		$	1,047

1. Results are from period of ownership (July 2, 2015)

2. Includes results prior to period of ownership (July 2, 2015), for comparative purposes only

Year ended December 31, 2014

	Twelve months ended
	Young-Davidson			Mulatos2
Mining and processing	$	136.4		$	85.9
Royalties		1.4			8.7
Inventory and other adjustments		(4.5	)		—
Total cash costs		133.3			94.6
Gold ounces sold		161,591			134,600
Total cash costs per ounce	$	825		$	703
Total cash costs	$	133.3		$	94.6
Sustaining capital expenditures		39.9			17.1
Exploration		0.1			10.3
Accretion of decommissioning liabilities		0.2			1.4
Corporate and administrative		—			—
Share-based compensation		—			—
Realized losses on FX options		—			—
Total all-in sustaining costs		173.5			123.4
Gold ounces sold		161,591			134,600
All-in sustaining costs per ounce	$	1,073		$	917

44

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO

OFFEREES OR PURCHASERS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the Business Corporations Act (Ontario), the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity (each of the foregoing, an “individual”), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, on the condition that (i) such individual acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request; and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Registrant shall not indemnify the individual unless the individual had reasonable grounds for believing that his or her conduct was lawful.

Further, the Registrant may, with the approval of a court, indemnify an individual in respect of an action by or on behalf of the Registrant or other entity to obtain a judgment in its favour, to which the individual is made a party because of the individual’s association with the Registrant or other entity as a director or officer, a former director or officer, an individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions in (i) and (ii) above. Such individuals are entitled to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Registrant or other entity as described above, provided the individual seeking an indemnity: (A) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (B) fulfills the conditions in (i) and (ii) above.

In accordance with the Business Corporations Act (Ontario), the by-laws of the Registrant provide that the Registrant shall indemnify (a) each director and former director of the Registrant, (b) each officer and former officer of the Registrant, (c) each individual who acts or acted at the Registrant’s request as a director or officer of a body corporate or an individual acting in a similar capacity of another entity, and (d) the respective heirs and legal representatives of each of the persons designated in (a) to (c) (each an “Indemnified Person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, which that Indemnified Person reasonably incurs in respect of any civil, criminal or administrative, investigative or other proceeding to which that Indemnified Person is made a party by reason of being or having been a director or officer of the Registrant or of a body corporate or by reason of having acted in a similar capacity for an entity if: (A) the Indemnified Person acted honestly and in good faith with a view to the best interests of the Registrant or as the case may be, to the interests of the other entity; and (B) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Person had reasonable grounds for believing the conduct was lawful.

The Registrant maintains directors’ and officers’ liability insurance which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the by-laws of the Registrant and the Business Corporations Act (Ontario).

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

EXHIBITS

Exhibit	Description
3.1	Underwriting Agreement dated January 26, 2017
3.2	Amended and Restated Underwriting Agreement dated January 31, 2017
4.1	Annual Information Form of the Registrant dated as of March 22, 2016 for the fiscal year ended December 31, 2015 (incorporated by reference to exhibit 99.1 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on March 24, 2016).
4.2	Audited Consolidated Financial Statements of the Registrant as at and for the years ended December 31, 2015 and 2014, together with the notes thereto and the Independent Auditors’ Report thereon to Shareholders dated March 24, 2016 (incorporated by reference to exhibit 99.3 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on March 24, 2016).
4.3	Management’s Discussion and Analysis of the Registrant for the fiscal year ended December 31, 2015 (incorporated by reference to exhibit 99.2 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on March 24, 2016).
4.4*	Management Information Circular of the Registrant dated April 1, 2016 in connection with the Registrant’s annual and special meeting of shareholders to be held on May 13, 2016.
4.5*	Unaudited Condensed Interim Consolidated Financial Statements of the Registrant for the three and nine months ended September 30, 2016 and the notes thereto, together with the related Management’s Discussion and Analysis of Financial Condition and Results of Operation.
4.6*	Business Acquisition Report dated August 7, 2015 in connection with the amalgamation of Alamos Gold Inc. and AuRico Gold Inc.
4.7*	Term Sheet dated January 25, 2017.
4.8	Term Sheet dated January 26, 2017.
5.1	Consent of KPMG LLP
5.2	Consent of Ernst & Young LLP
5.3*	Consent of Torys LLP
5.4*	Consent of Fasken Martineau DuMoulin LLP
5.5*	Consent of Chris Bostwick
5.6*	Consent of Jeff Volk
5.7*	Consent of Herbert E. Welhener
5.8*	Consent of Marc Jutras
5.9*	Consent of Aoife McGrath
5.10*	Consent of Joseph Keane
5.11*	Consent of Kenneth J. Balleweg
5.12*	Consent of Mark A. Odell
5.13*	Consent of Russell A. Browne
5.14*	Consent of Susan E. Ames
5.15*	Consent of Dawn H. Garcia
6.1*	Powers of Attorney.

* Previously filed

II-2

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

ITEM 1. UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the “Commission”) staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

ITEM 2. CONSENT TO SERVICE OF PROCESS

The Registrant has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

Any change to the name or address of the agent for service of the Registrant or the trustee shall be communicated promptly to the Commission by amendment of the Form F-X referencing the file number of this Registration Statement.

III-1

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, Canada, on the 31st day of January, 2017.

ALAMOS GOLD INC.
By:	/s/ John A. McCluskey
	Name:	John A. McCluskey
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated and on the 31st day of January, 2017.

Signature	Title
/s/ John A. McCluskey	President, Chief Executive Officer and Director (principal executive officer)
John A. McCluskey
/s/ James R. Porter	Chief Financial Officer (principal financial officer and principal accounting officer)
Jamie Porter
*	Chairman and Director
Paul J. Murphy
*	Director
Mark J. Daniel
*	Director
Patrick D. Downey
*	Director
David Fleck
*	Director
David Gower
*	Director
Claire M. C. Kennedy
*	Director
Ronald E. Smith
*	Director
Ken Stowe

*By:	/s/ Nils F. Engelstad
	Name:	Nils F. Engelstad
		Attorney-in-Fact

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act, this Amendment No. 2 to the Registration Statement on Form F-10 has been signed below by the undersigned, solely in its capacity as the Registrant’s duly authorized representative in the United States, on this 31st day of January, 2017.

	Authorized Representative in the United States Puglisi & Associates
By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

EXHIBIT INDEX

Exhibit	Description
3.1	Underwriting Agreement dated January 26, 2017
3.2	Amended and Restated Underwriting Agreement dated January 31, 2017
4.1	Annual Information Form of the Registrant dated as of March 22, 2016 for the fiscal year ended December 31, 2015 (incorporated by reference to exhibit 99.1 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on March 24, 2016).
4.2	Audited Consolidated Financial Statements of the Registrant as at and for the years ended December 31, 2015 and 2014, together with the notes thereto and the Independent Auditors’ Report thereon to Shareholders dated March 24, 2016 (incorporated by reference to exhibit 99.3 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on March 24, 2016).
4.3	Management’s Discussion and Analysis of the Registrant for the fiscal year ended December 31, 2015 (incorporated by reference to exhibit 99.2 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on March 24, 2016).
4.4*	Management Information Circular of the Registrant dated April 1, 2016 in connection with the Registrant’s annual and special meeting of shareholders to be held on May 13, 2016.
4.5*	Unaudited Condensed Interim Consolidated Financial Statements of the Registrant for the three and nine months ended September 30, 2016 and the notes thereto, together with the related Management’s Discussion and Analysis of Financial Condition and Results of Operation.
4.6*	Business Acquisition Report dated August 7, 2015 in connection with the amalgamation of Alamos Gold Inc. and AuRico Gold Inc.
4.7*	Term Sheet dated January 25, 2017.
4.8	Term Sheet dated January 26, 2017.
5.1	Consent of KPMG LLP
5.2	Consent of Ernst & Young LLP
5.3*	Consent of Torys LLP
5.4*	Consent of Fasken Martineau DuMoulin LLP
5.5*	Consent of Chris Bostwick
5.6*	Consent of Jeff Volk
5.7*	Consent of Herbert E. Welhener
5.8*	Consent of Marc Jutras
5.9*	Consent of Aoife McGrath
5.10*	Consent of Joseph Keane
5.11*	Consent of Kenneth J. Balleweg
5.12*	Consent of Mark A. Odell
5.13*	Consent of Russell A. Browne
5.14*	Consent of Susan E. Ames
5.15*	Consent of Dawn H. Garcia
6.1*	Powers of Attorney.

* Previously filed

EX-3.1

Exhibit 3.1

UNDERWRITING AGREEMENT

January 26, 2017

Alamos Gold Inc.

181 Bay Street, Suite 3910

Toronto, Ontario

M5J 2T3

Attention:    James R. Porter

                      Chief Financial Officer

TD Securities Inc., (“TDSI”), BMO Nesbitt Burns Inc. (“BMO”), Macquarie Capital Markets Canada Ltd. (collectively with TDSI and BMO, the “Bookrunners”), CIBC World Markets Inc., National Bank Financial Inc. Scotia Capital Inc., Desjardins Securities Inc., Haywood Securities Inc., Paradigm Capital Inc., RBC Dominion Securities Inc., Barclays Capital Canada Inc., GMP Securities L.P., HSBC Securities (Canada) Inc., Merrill Lynch Canada Inc., Raymond James Ltd., Citigroup Global Markets Canada Inc., and Morgan Stanley Canada Limited (collectively with the Bookrunners, the “Underwriters”) understand that Alamos Gold Inc. (the “Corporation”) proposes to issue and sell 31,450,000 Common Shares (as hereinafter defined) (the “Firm Shares”). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly or jointly and severally, agree to purchase from the Corporation, in the respective percentages provided for in Article 14 hereof, and by its acceptance hereof the Corporation agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all of the Firm Shares at a price of US$7.95 per Firm Share (the “Offering Price”), being an aggregate purchase price of US$250,027,500.

Upon and subject to the terms and conditions contained herein, the Corporation hereby grants to the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 4,717,500 Common Shares (the “Option Shares”) at a price of US$7.95 per Option Share to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised at any time and from time to time, in whole or in part, until the date that is 30 days following the Closing Date (as hereinafter defined) by written notice from the Bookrunners on the Underwriters’ behalf to the Corporation, setting forth the aggregate number of Option Shares to be purchased. If the Over-Allotment Option is exercised, the number of Option Shares specified in the notice shall be purchased by the Underwriters, severally, but not jointly or jointly and severally, in the same proportion as their respective obligations to purchase the Firm Shares as set forth in Article 14 hereof. Option Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the sale of the Firm Shares and for market stabilization purposes, if any, and provided further that the number of Option Shares does not exceed the Underwriters over-allotment position.

In consideration of the Underwriters’ agreement to purchase the Firm Shares and to offer them to the public, which agreement will result from the acceptance of this offer by the Corporation, and in consideration of the services rendered and to be rendered by the Underwriters in connection

herewith, the Corporation agrees to pay to the Underwriters at the Closing Time a fee (the “Underwriting Fee”) equal to 4.00% of the aggregate purchase price for the Firm Shares and the Option Shares purchased by the Underwriters, being an aggregate fee with respect to the Firm Shares of US$10,001,100.

The services provided by the Underwriters in connection herewith will not be subject to the goods and services tax provided for in Part IX of the Excise Tax Act (Canada) and any taxable supplies provided will be incidental to the exempt financial services provided.

The agreement resulting from the acceptance of this letter by the Corporation (herein referred to as “this Agreement”) shall be subject to the following additional terms and conditions.

ARTICLE 1

DEFINITIONS

1.1 In this Agreement:

“Amendment No. 1 to the Registration Statement” means an amendment to the Initial Registration Statement, including the Canadian Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“Amendment No. 2 to the Registration Statement” means a further amendment to the Initial Registration Statement, including the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“BAR” means the business acquisition report of the Corporation dated August 7, 2015;

“Bookrunners” has the meaning specified in the first paragraph of this Agreement;

“Canadian Amended Preliminary Prospectus” means the amended and restated preliminary short form prospectus of the Corporation to be dated January 26, 2017 relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference;

“Canadian Final Prospectus” means the final short form prospectus of the Corporation relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference, including the template version of any marketing materials provided to potential investors in accordance with section 2.4 in connection with the Distribution of the Purchased Shares;

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“Canadian Preliminary Prospectus” means the preliminary short form prospectus of the Corporation dated January 25, 2017 relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference;

“Canadian Prospectuses” means, collectively, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any Prospectus Amendment to any of the foregoing;

“Canadian Securities Laws” means all applicable securities laws in each of the Canadian Qualifying Jurisdictions and all rules, regulations, policy statements, instruments, notices and blanket orders and rulings thereunder;

“Canadian Qualifying Jurisdictions” means each of the provinces and territories of Canada other than the Province of Québec;

“CDS” has the meaning specified in section 8.3;

“Claims” has the meaning specified in section 12.1;

“Closing Date” means February 9, 2017 or such other date as the Bookrunners and the Corporation may agree upon in writing, but in any event not later than 42 days following the date of the Passport Receipt for the Canadian Final Prospectus;

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date (or, if the context so requires, on the Option Closing Date) or such other time on the Closing Date (or, if the context so requires, on the Option Closing Date) as the Bookrunners and the Corporation may agree upon;

“Common Shares” means the class A common shares in the capital of the Corporation;

“comparables” has the meaning given to that term in NI 41-101;

“Corporation” has the meaning specified in the first paragraph of this Agreement;

“Designated Underwriter” means TDSI as “lead underwriter” within the meaning of NI 41-101;

“Distribution” has the meaning attributed thereto under applicable Canadian Securities Laws;

“Effective Date” means the date and time that the Registration Statement becomes effective;

“Environmental Claim” means any administrative, regulatory or judicial action, suit, demand, demand letter, claim, lien, notice of non-compliance or violation, investigation or proceeding relating in any way to any Environmental Laws;

“Environmental Laws” means any federal, provincial, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or rule of common law and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to health, safety, pollution or protection of the environment

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(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

“Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto;

“Final Prospectuses” means, collectively, the Canadian Final Prospectus and the U.S. Final Prospectus;

“Financial Statements” means, collectively, the audited annual consolidated financial statements of the Corporation as at and for the years ended December 31, 2015 and December 31, 2014 together with the notes thereto and the report of the auditor thereon and the unaudited consolidated financial statements of the Corporation as at and for the three and nine month periods ended September 30, 2016 and September 30, 2015, together with the notes thereto;

“Financial Statements of Former Alamos” means, collectively, the audited annual consolidated financial statements of Former Alamos for the fiscal year ended December 31, 2014 together with the notes thereto and the report of the auditor thereon and the unaudited interim consolidated financial statements of Former Alamos for the three months ended March 31, 2015, together with the notes thereto;

“Firm Shares” has the meaning specified in the first paragraph of this Agreement;

“Former Alamos” has the meaning ascribed thereto in the BAR;

“Form F-10” means Form F-10 under the U.S. Securities Act;

“Form F-X” has the meaning specified in section 2.1(e);

“Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405 under the U.S. Securities Act;

“Governmental Agency” means any court or governmental agency or body having jurisdiction over the Corporation or any of its Significant Subsidiaries or any of their respective properties;

“Governmental Authorization” has the meaning specified in section 7.1(d);

“Governmental Licenses” has the meaning specified in section 7.1(k);

“Hazardous Materials” means chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials, mold or other material or substance, exposure to which is prohibited, limited or regulated by any Governmental Agency;

“Indemnified Parties” has the meaning specified in section 12.1;

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“Initial Registration Statement” means the registration statement on Form F-10 (File No. 333-215731) filed with the SEC on January 25, 2017 registering the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the U.S. Securities Act, of the Corporation;

“limited-use version” has the meaning ascribed to such term in NI 41-101;

“Lock-Up Period” has the meaning specified in section 7.3;

“marketing materials” has the meaning ascribed to such term under NI 41-101;

“material” or “materially”, when used in relation to the Corporation, means material in relation to the Corporation and its subsidiaries (taken as a whole);

“Material Adverse Effect” means an effect, change, development or event that alone or in conjunction with any other effect, change, development or event is materially adverse to the business, operations, assets or condition (financial or otherwise) of the Corporation and its subsidiaries, taken as a whole, or on the Corporation’s ability to perform its obligations under this Agreement or consummate the transactions contemplated herein;

“material change”, “material fact” and “misrepresentation” have the respective meanings attributed thereto under applicable Canadian Securities Laws;

“Money Laundering Laws” has the meaning specified in section 7.1(p);

“NI 41-101” means National Instrument 41-101 of the Canadian Securities Administrators;

“NI 44-101” means National Instrument 44-101 of the Canadian Securities Administrators;

“NP 11-202” means National Policy 11-202 of the Canadian Securities Administrators;

“Offered Shares” means, collectively, the Firm Shares and the Option Shares;

“Offering Documents” means, collectively, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, the Initial Registration Statement, Amendment No. 1 to the Registration Statement, Amendment No. 2 to the Registration Statement, the Registration Statement, any U.S. Registration Statement Amendment, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Final Prospectus, any Issuer Free Writing Prospectus and any Prospectus Amendment;

“Offering Price” has the meaning specified in the first paragraph of this Agreement;

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“Option Closing Date” has the meaning specified in section 8.2;

“Option Shares” has the meaning specified in the second paragraph of this Agreement;

“Over-Allotment Option” has the meaning specified in the second paragraph of this Agreement;

“Passport Receipt” means the receipt issued by the Principal Regulator, which is deemed to also be a receipt of the other Securities Commissions pursuant to the Passport System, for the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any Prospectus Amendment, as the case may be;

“Passport System” means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 adopted by the Securities Commissions (other than Ontario) and NP 11-202;

“Permitted Free Writing Prospectus” has the meaning specified in section 7.4;

“Person” has the meaning specified in section 7.1(n);

“Preliminary Prospectuses” means, collectively, the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus;

“Principal Regulator” means the Ontario Securities Commission;

“Prospectus Amendment” means any amendment to the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, or any U.S. Amended Prospectus, other than the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus and other than merely by incorporation by reference of Subsequent Disclosure Documents;

“provide”, in the context of sending or making available marketing materials to a potential purchaser of Offered Shares, has the meaning ascribed to such term under applicable Securities Laws, whether in the context of a “road show” (as defined in NI 41-101) or otherwise and “provided” has like meaning;

“Public Record” means all information filed by or on behalf of the Corporation with the Securities Commissions after December 31, 2015, in compliance, or intended compliance, with applicable Canadian Securities Laws, together with all documents incorporated by reference in the Canadian Prospectuses;

“Purchased Shares” means the Firm Shares and, if the Over-Allotment Option is exercised, also includes the Option Shares that the Underwriters have, at the relevant time, elected to purchase pursuant to the exercise of the Over-Allotment Option;

“Registration Statement” means the registration statement on Form F-10 (File No. 333-215731) registering the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the exhibits thereto and the documents incorporated by reference therein and the documents deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, as amended at the date on which such registration statement becomes effective;

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“Sanctions” has the meaning specified in section 7.1(n);

“SEC” means the United States Securities and Exchange Commission;

“Securities Commissions” means, collectively, the securities commission or similar securities regulatory authority in each of the Canadian Qualifying Jurisdictions;

“Securities Laws” means, collectively, the Canadian Securities Laws and the U.S. Securities Laws;

“SEDAR” means the computer system for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format known as the System for Electronic Document Analysis and Retrieval;

“Selling Firms” has the meaning specified in section 5.1;

“Significant Subsidiary” has the meaning specified in section 7.1(b);

“Subsequent Disclosure Documents” means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

“subsidiary” has the meaning attributed thereto in the Securities Act (Ontario);

“template version” has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated by such instrument;

“TMX Group” has the meaning specified in section 17.9;

“Underwriters” has the meaning specified in the first paragraph of this Agreement;

“Underwriting Fee” has the meaning specified in the third paragraph of this Agreement;

“U.S. Amended Preliminary Prospectus” means, as of any time prior to the time the Registration Statement is declared or becomes effective, the Canadian Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, to be included in the Amendment No. 1 to the Registration Statement, including the documents incorporated by reference therein;

“U.S. Amended Prospectus” means a prospectus included in any U.S. Registration Statement Amendment;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

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“U.S. Final Prospectus” means the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Registration Statement at the time it becomes effective, including the documents incorporated by reference therein;

“U.S. Preliminary Prospectus” means, as of any time prior to the time the Registration Statement is declared or becomes effective, the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC included in the Initial Registration Statement, including the documents incorporated by reference therein;

“U.S. Prospectuses” means, collectively, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Final Prospectus and any Prospectus Amendment to any of the foregoing;

“U.S. Registration Statement Amendment” means any amendment to Amendment No. 1 to the Registration Statement (other than Amendment No. 2 to the Registration Statement) and any post-effective amendment to the Registration Statement filed with the SEC during the offer and sale of the Offered Shares;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

“U.S. Securities Laws” means all of the applicable federal and state securities laws and regulations of the United States, including without limitation the U.S. Securities Act, the U.S. Exchange Act and the respective rules and regulations of the SEC thereunder.

Any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Initial Registration Statement, Amendment No. 1 to the Registration Statement, Amendment No. 2 to the Registration Statement, the Registration Statement, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus shall be deemed to refer to and include the filing of any document under the Securities Laws after the Effective Date of the Registration Statement or the issue date of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus, as the case may be, deemed to be incorporated therein by reference.

ARTICLE 2

FILING OF PROSPECTUSES

2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that:

(a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the Ontario Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses;

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(b) the Corporation meets the general eligibility requirements for the use of Form F-10;

(c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions;

(d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus;

(e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”);

(f) the Corporation shall, under Canadian Securities Laws:

(i) as promptly as practicable after the execution of this Agreement and in any event by 5:00 p.m. (Toronto time) on January 26, 2017 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and

(ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated January 26, 2017, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions;

(g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:00 p.m. (Toronto time) on January 26, 2017 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus;

(h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 5:00 p.m. (Toronto time) on February 2, 2017 (or in any case by such later date or dates as may be determined by the Bookrunners in their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of

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the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction;

(i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:00 p.m. (Toronto time) on February 2, 2017 (or in any case, by such later date or dates as may be determined by the Bookrunners in their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the U.S. Securities Act; and

(j) the Corporation will use all reasonable commercial efforts to obtain the conditional listing of the Offered Shares on the Toronto Stock Exchange by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the Toronto Stock Exchange, and approval for listing of the Offered Shares on the New York Stock Exchange by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both such exchanges.

2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to:

(a) confirm the Public Record is accurate and current in all material respects;

(b) fulfill the Underwriters’ obligations as underwriters; and

(c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters.

2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

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2.4 During the Distribution of the Purchased Shares:

(a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Designated Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Shares, any such marketing materials to comply with Canadian Securities Laws and U.S. Securities Laws and to be acceptable in form and substance to the Corporation, in its sole discretion;

(b) the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Shares;

(c) the Corporation shall file the template version of any such marketing materials on SEDAR on or before the day the marketing materials are first provided to any potential investor of Purchased Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as promptly as practicable following such filing; and

(d) following the approvals set forth in sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(2) of NI 44-101 to potential investors of Purchased Shares in accordance with Securities Laws.

2.5 The Corporation and the Designated Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Schedule E hereto.

2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Shares with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and then only to potential investors of Purchased Shares in the Canadian Qualifying Jurisdictions, the United States and other jurisdictions outside of Canada and the United States in compliance with applicable local laws in such jurisdictions.

ARTICLE 3

DELIVERY OF THE PROSPECTUSES AND RELATED DOCUMENTS

3.1 The Corporation shall deliver or cause to be delivered to the Underwriters and the Underwriters’ counsel the documents set out below at the respective times indicated:

(a) promptly following the issuance thereof, a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions;

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(b) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, copies of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, signed as required by Canadian Securities Laws;

(c) prior to or contemporaneously, as nearly as practicable, with the filing thereof with the SEC, copies of Amendment No. 1 to the Registration Statement and Amendment No. 2 to the Registration Statement, including in each case the prospectus contained therein, as filed with the SEC and copies of all exhibits and documents filed therewith which have not previously been delivered to the Underwriters;

(d) as soon as they are available, copies of any Prospectus Amendment required to be filed under any Canadian Securities Laws, signed as required by Canadian Securities Laws, and any amendment to the Registration Statement;

(e) as soon as they are available, copies of any documents incorporated by reference in or exhibits to the Canadian Prospectuses, the U.S. Prospectuses, the Registration Statement or any amendment to any of them which have not been previously available on SEDAR or delivered to the Underwriters; and

(f) at the time of filing with the Securities Commissions of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, comfort letters from each of the Corporation’s auditor and the former auditor of Former Alamos, in each case, addressed to the Underwriters, the Corporation and the board of directors of the Corporation and dated the date of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, in form and substance satisfactory to the Underwriters, acting reasonably, relating to the verification of certain of the financial information relating to the Corporation or Former Alamos, as applicable, and its respective subsidiaries contained in any such document, the Registration Statement and the U.S. Final Prospectus or incorporated by reference therein, which comfort letter shall be based on a review having a cut-off date not more than three business days prior to the date of such letter. Such letter shall also state that such auditor is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario and within the meaning of the U.S. Securities Act and the applicable published rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

3.2 The delivery to the Underwriters of the filed Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus shall constitute a representation and warranty to the Underwriters by the Corporation that:

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(a) the information and statements contained in the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, as the case may be (except any information and statements relating solely to the Underwriters which have been provided in writing to the Corporation by or on behalf of any Underwriter through the Bookrunners specifically for inclusion therein) constitute full, true and plain disclosure of all material facts relating to the Offered Shares as required by Canadian Securities Laws as at the respective dates thereof; and

(b) the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus or the Canadian Final Prospectus, as the case may be, does not contain a misrepresentation within the meaning of Canadian Securities Laws provided that such representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Bookrunners specifically for inclusion therein.

Such delivery shall also constitute the consent of the Corporation to the use of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus by the Underwriters in connection with the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and elsewhere outside the United States in compliance with this Agreement and applicable securities laws, including Securities Laws.

3.3 The Corporation hereby represents, warrants and covenants to the Underwriters as follows:

(a) the documents incorporated by reference in the Offering Documents, when they were filed with the Securities Commissions, conformed in all material respects to the requirements of Canadian Securities Laws, and to the extent filed pursuant to the U.S. Exchange Act, conformed in all material respect to any applicable requirements of the U.S. Exchange Act when they were filed with the SEC; and any further documents incorporated by reference in the Offering Documents, when such documents are filed with the Securities Commissions or the SEC, as applicable, will conform in all material respects to the requirements of Canadian Securities Laws or the U.S. Exchange Act and the rules thereunder, as applicable;

(b) on the Effective Date, the Registration Statement will, and on the date it is first filed and at the Closing Time (including on any Option Closing Date) the U.S. Final Prospectus will, conform in all material respects with the U.S. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act; on the date first filed the Canadian Preliminary Prospectus conformed, and on the date first filed the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus and any Prospectus Amendment will, and at the Closing Time the Canadian Final Prospectus, as amended by any Prospectus Amendment will, conform in all material respects with the applicable requirements of Canadian Securities Laws and will not contain an untrue

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statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading; the Registration Statement, as of the Effective Date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Final Prospectus, as of its filing date and as of the Closing Time (including on any Option Closing Date), will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Bookrunners specifically for inclusion in the Registration Statement, the Canadian Prospectuses or the U.S. Final Prospectus;

(c) as of the time it was issued and as of the Closing Time (including on any Option Closing Date), each electronic roadshow, if any, when taken together as a whole with the U.S. Final Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Bookrunners specifically for inclusion therein;

(d) at the time the Initial Registration Statement was filed, the Corporation was not an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuer; and

(e) each Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference that has not been superseded or modified; if there occurs an event or development as a result of which the U.S. Prospectuses would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or as a result of which any Issuer Free Writing Prospectus would include any information that conflicts with the information contained in the Registration Statement, the Corporation will notify promptly the Bookrunners so that any use of the U.S. Prospectuses may cease until it is amended or supplemented; and each Issuer Free Writing Prospectus will comply in all material respects with the requirements of the U.S. Securities Act and the applicable rules and regulations of the SEC thereunder.

ARTICLE 4

COMMERCIAL COPIES OF PROSPECTUSES

4.1 The Corporation shall deliver, or cause to be delivered, to the Underwriters, as promptly as practicable and in any event no later than noon (local time) on the second business day following the date of filing of the Canadian Amended Preliminary Prospectus, at offices

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designated by the Underwriters, such number of commercial copies of the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus as the Underwriters may reasonably request by instructions to the printer thereof given no later than 5:00 p.m. (Toronto time) on the date of the filing of such documents. The Corporation shall, until the conclusion of the Distribution of the Offered Shares, as promptly as practicable following a reasonable request by the Underwriters, cause to be delivered to the Underwriters such additional commercial copies of the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus in such numbers and at such offices in such cities as the Underwriters may reasonably request from time to time.

4.2 The Corporation shall deliver, or cause to be delivered, to the Underwriters, as promptly as practicable and in any event no later than noon (local time) on the second business day following the date of the filing of the Canadian Final Prospectus with the Securities Commissions, at offices designated by the Underwriters, such number of commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus as the Underwriters may reasonably request by instructions to the printer thereof given no later than the day prior to the time when the Corporation plans to authorize the printing of the commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus. The Corporation shall, until the conclusion of the Distribution of the Offered Shares, as promptly as practicable following a reasonable request by the Underwriters, cause to be delivered to the Underwriters such additional commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus in such numbers and at such offices in such cities as the Underwriters may reasonably request from time to time.

4.3 The Corporation shall from time to time deliver to the Underwriters, as promptly as practicable at the offices in such cities designated by the Underwriters pursuant to sections 4.1 or 4.2, the number of copies of any documents incorporated, or containing information incorporated by reference in the Canadian Prospectuses or the U.S. Prospectuses and of any Subsequent Disclosure Documents which the Underwriters may from time to time reasonably request; provided that if such documents or information are generally available to the public, such documents or information shall be deemed to have been delivered in satisfaction of this request.

ARTICLE 5

DISTRIBUTION OF OFFERED SHARES

5.1 Each of the Underwriters covenants and agrees with the Corporation to offer the Offered Shares for sale to the public in the Canadian Qualifying Jurisdictions and the United States, directly (including through any affiliate of an Underwriter) and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, referred to herein as the “Selling Firms”), only in compliance with all applicable Securities Laws, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement.

5.2 Each of the Underwriters covenants and agrees with the Corporation:

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(a) to offer the Offered Shares for sale to the public outside of Canada and the United States, directly (including through any affiliate of an Underwriter) and through other Selling Firms, only in compliance with all applicable laws and regulations in each jurisdiction into and from which they may offer or sell the Offered Shares, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement;

(b) to use all reasonable efforts to complete and to cause the Selling Firms to complete the Distribution of the Offered Shares as soon as possible after the Closing Time; and

(c) to comply with applicable Securities Laws with respect to the use of “green sheets” and other marketing materials.

5.3 The Underwriters may, after a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, offer the Offered Shares at a price less than the Offering Price in compliance with Securities Laws and, specifically in the case of any Offered Shares offered in the Canadian Qualifying Jurisdictions, the requirements of NI 44-101 and the disclosure concerning the same which is contained in the Canadian Prospectuses. The Underwriters will notify the Corporation in writing if the Offering Price is to be reduced prior to commencing any such offer or sales.

5.4 For the purposes of this Article 5, the Underwriters shall be entitled to assume that the Distribution of the Offered Shares is qualified in each of the Canadian Qualifying Jurisdictions and that the Offered Shares are registered under U.S. federal securities laws after receipt by the Bookrunners of notification from the Corporation’s counsel that a Passport Receipt for the Canadian Final Prospectus has been issued or is deemed to be issued and that the Registration Statement has been declared or otherwise become effective, as applicable, unless the Underwriters receive notice to the contrary from the Corporation or any applicable securities regulatory authority.

5.5 No Underwriter will be liable to the Corporation under this Article 5 with respect to a default by another Selling Firm (that is not an affiliate of such Underwriter), another Underwriter, or the Corporation under this Agreement if neither the Underwriter nor any of its affiliated Selling Firms is itself in violation.

5.6 The Bookrunners will notify the Corporation when, in their opinion, the Underwriters have ceased Distribution of the Offered Shares and shall, as promptly as practicable, and in any event, no later than 25 days thereafter, provide the Corporation with a breakdown of the number of Offered Shares distributed in each of the Canadian Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to a Securities Commission.

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ARTICLE 6

MATERIAL CHANGES

6.1 During the period commencing on the date hereof until the completion of the Distribution of the Offered Shares, the Corporation shall promptly notify the Underwriters, in writing, with full particulars of:

(a) any change (actual, anticipated, contemplated or threatened) in the business, operations, condition (financial or otherwise) or capital of the Corporation and its subsidiaries (taken as whole); or

(b) any change in any matter covered by a statement contained in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or amendment or supplement to any of them; or

(c) any fact which has arisen which would have been required to have been stated in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document as amended or supplemented from time to time, had the fact arisen on or prior to the date thereof;

which change or fact in any such case is, or may be, of such a nature as: (i) to render the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented immediately prior to such change or fact, misleading or untrue in any material respect, or (ii) would result in a misrepresentation in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time immediately prior to such change or fact or (iii) would result in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time immediately prior to such change or fact, not complying with any of the Securities Laws, or (iv) would result in it being necessary to amend the Registration Statement or to amend or supplement the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus in order that such document will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary in order to make the statements therein, in the case of the Registration Statement, not misleading, and in the case of the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or U.S. Final Prospectus, in light of the circumstances under which such statements are made, not misleading, or (v) would reasonably be expected to have a significant effect on the market price or market value of the Common Shares. The Corporation shall promptly comply with all applicable filing and other requirements, if any, under the Securities Laws arising as a result of such change or fact. In addition, if during the period of the Distribution of the Offered Shares under the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time, there is any change in any applicable Securities Laws which results in a requirement to file a Prospectus Amendment, the Corporation shall make such filing as promptly as practicable. The Corporation shall also discuss with the Underwriters any change or fact in respect of which there may be doubt respecting the applicability of this section.

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6.2 During the period commencing on the date hereof and ending on the completion of the Distribution of the Offered Shares, the Corporation shall promptly comply to the reasonable satisfaction of the Underwriters and their counsel with any applicable filing and other requirements under the Securities Laws arising as a result of any change, event or circumstance referred to in section 6.1 above and shall prepare and file under all applicable Securities Laws, with all reasonable dispatch, and in any event within any time limit prescribed under applicable Securities Laws, any Subsequent Disclosure Document or Prospectus Amendment or amendment or supplement to the Registration Statement as may be required under applicable Securities Laws; provided that the Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any such Subsequent Disclosure Document or Prospectus Amendment or amendment or supplement to the Registration Statement and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by them in any Prospectus Amendment and the Underwriters shall have approved the form of any Prospectus Amendment or amendment or supplement to the Registration Statement, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to the Underwriters and the Underwriters’ counsel a copy of each Prospectus Amendment or amendment or supplement to the Registration Statement signed as required by applicable Securities Laws, and each Subsequent Disclosure Document, such number of commercial copies of each Prospectus Amendment or amendment or supplement to the Registration Statement as the Underwriters may reasonably request, in the same manner as set forth in section 4.1 hereof, as well as opinions and letters with respect to each such Prospectus Amendment or amendment or supplement to the Registration Statement substantially similar to those referred to in section 3.1(f) above.

6.3 The delivery to the Underwriters of each Prospectus Amendment and Subsequent Disclosure Document shall constitute a representation and warranty to the Underwriters by the Corporation, with respect to the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, as amended, modified or superseded by such Prospectus Amendment or Subsequent Disclosure Document and by each Prospectus Amendment and Subsequent Disclosure Document previously delivered to the Underwriters as aforesaid, to the same effect as set forth in paragraphs (a) and (b) of section 3.2 above. Such delivery shall also constitute the consent of the Corporation to the use of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, together with all Prospectus Amendments and Subsequent Disclosure Documents, as applicable, by the Underwriters in connection with the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and elsewhere outside the United States; provided that the use of the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, together with all Prospectus Amendments and Subsequent Disclosure Documents, as applicable, and the Distribution of the Offered Shares by the Underwriters is conducted in compliance with this Agreement and applicable securities laws, including Securities Laws.

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6.4 During the period commencing on the date hereof and ending on the completion of the Distribution of the Offered Shares, the Corporation will promptly inform the Underwriters of the full particulars of:

(a) any request of any Securities Commission or the SEC for any amendment to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or any part of the Public Record or for any additional information;

(b) the issuance by any Securities Commission, the SEC or by any other competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or, to the knowledge of the Corporation, threat of institution of any proceedings for that purpose; or

(c) the receipt by the Corporation of any communication from any Securities Commission, the SEC, the Toronto Stock Exchange, the New York Stock Exchange or any other competent authority relating to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, any Subsequent Disclosure Document or the Distribution of the Offered Shares,

and the Corporation will use its commercially reasonable efforts to prevent the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Offered Shares or the suspension of any such qualification and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Offered Shares or suspending any such qualification, to use its commercially reasonable efforts to obtain the withdrawal of such order as promptly as practicable.

ARTICLE 7

REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 The Corporation represents, warrants and covenants, as applicable, to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that:

(a) the Corporation is a validly subsisting corporation in good standing under the laws of the Province of Ontario, with the necessary corporate power and capacity to own, directly or indirectly, lease and operate, as applicable, its properties and conduct its business as described in the Preliminary Prospectuses and the Final Prospectuses;

(b) each subsidiary and partnership of the Corporation with total assets that exceed 10 percent of the total consolidated assets of the Corporation or revenues that exceed 10 percent of the total consolidated revenues of the Corporation as at and for the period ending on September 30, 2016, each of which is listed in Schedule D to this Agreement (each a “Significant Subsidiary”), has been duly organized and is subsisting and in good standing, if applicable, under the laws of the jurisdiction of its incorporation or organization, has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or

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indirectly, lease and operate, as applicable, its properties and to conduct its business as described in the Preliminary Prospectuses and the Final Prospectuses, except as otherwise disclosed in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses; except as otherwise disclosed in the Preliminary Prospectuses and the Final Prospectuses, all of the issued and outstanding shares or partnership interests (or other equity interests), as the case may be, of each of the Significant Subsidiaries have been duly authorized and validly issued, are (in the case of shares of a corporation) fully paid and non-assessable and are owned by the Corporation, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity;

(c) the Corporation has the necessary corporate power and authority to enter into this Agreement, to issue the Offered Shares and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and is a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and except that rights of indemnity and contribution contained in this Agreement may be limited under applicable law;

(d) the issue and sale of the Offered Shares and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Corporation is bound or to which any of the property or assets of the Corporation is subject, which individually or in the aggregate would result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the constating documents and by-laws of the Corporation or (ii) any statute or any order, rule or regulation of any Governmental Agency and no consent, approval, authorization, order, registration, clearance or qualification (“Governmental Authorization”) of or with any such Governmental Agency is required for the issue and sale of the Offered Shares or the consummation by the Corporation of the transactions contemplated hereby, except such as have been, or will have been, prior to Closing Time, obtained under Securities Law and such Governmental Authorizations as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Shares by the Underwriters;

(e) neither the Corporation nor any of its subsidiaries is in violation of its articles and by-laws, if applicable, or, except as would not result in a Material Adverse Effect, in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

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(f) no labor dispute with the employees of the Corporation or any subsidiary exists or, to the knowledge of the Corporation, is imminent, which may reasonably be expected to result in a Material Adverse Effect;

(g) other than as set forth in the Preliminary Prospectuses and the Final Prospectuses, there are no actions, suits, proceedings, inquiries or investigations before, brought or pending by any court or Governmental Agency or body, domestic or foreign, to which the Corporation or any of its subsidiaries is a party or of which any property of the Corporation or any of its subsidiaries is the subject which, if determined adversely to the Corporation or any of such subsidiaries, would result in a Material Adverse Effect; and, to the Corporation’s knowledge, no such actions, suits, proceedings, inquiries or investigations are contemplated by any Governmental Agency or by others;

(h) the Corporation is not and, after giving effect to the offering and the sale of the Offered Shares and the application of their proceeds as described in the Preliminary Prospectuses and the Final Prospectuses, will not be required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder;

(i) except as disclosed in or contemplated by the Canadian Final Prospectus or any Prospectus Amendment and the U.S. Final Prospectus, subsequent to December 31, 2015, there has not been any material adverse change, actual, or to the knowledge of the Corporation, pending, in the business, operations or condition (financial or otherwise) of the Corporation and its subsidiaries, taken as a whole;

(j) other than as set forth in the Preliminary Prospectuses and the Final Prospectuses, and except as would not individually or in the aggregate result in a Material Adverse Effect, (i) each of the Corporation and the Significant Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations in each jurisdiction in which it carries on a material portion of its business, (ii) the Corporation and its subsidiaries are each in compliance with all applicable Environmental Laws, (iii) the Corporation and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the business as presently conducted and are each in compliance with their requirements, (iv) there are no pending or, to the knowledge of the Corporation, threatened Environmental Claims against the Corporation or any subsidiary; and (v) there are no orders for clean-up or remediation, or actions, suits or proceedings by any private party or Governmental Agency, against or affecting the Corporation or any of its subsidiaries alleging releases of Hazardous Materials or any violation of Environmental Laws;

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(k) other than as set forth in the Preliminary Prospectuses and the Final Prospectuses, the Corporation and its Significant Subsidiaries have all licenses, franchises, permits, authorizations, approvals and orders and other concessions of and from all Governmental Agencies (“Governmental Licenses”) that are necessary to own or lease their respective properties and conduct their businesses as described in the Preliminary Prospectuses and the Final Prospectuses, except where such failure would not result in a Material Adverse Effect; the Corporation and its Significant Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Corporation nor any of its Significant Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect;

(l) the Corporation or one of its subsidiaries, as applicable, has good and valid title to all real property owned or leased by the Corporation and each of its subsidiaries, free and clear of all mortgages, liens, security interests, claims, restrictions or encumbrances of any kind except (a) as described in the Preliminary Prospectuses and the Final Prospectuses, or (b) where any defect in or absence of such title would not, singly or in the aggregate, result in a Material Adverse Effect;

(m) with respect to information included in the Preliminary Prospectuses and the Final Prospectuses: (i) information relating to the Corporation’s estimates of mineral reserves and mineral resources as at the effective date of such estimates has been reviewed and verified by the Corporation or independent consultants to the Corporation as being consistent with the Corporation’s mineral reserve and mineral resource estimates as at the effective date of such estimates; (ii) the mineral reserve and mineral resource estimates have been prepared in accordance with National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) by or under the supervision of a qualified person as defined therein; (iii) the methods used in estimating the Corporation’s mineral reserves and mineral resources are in accordance with accepted mineral reserve and mineral resource estimation practices; (iv) the Corporation has duly filed with the Securities Commissions in compliance with Canadian Securities Laws all technical reports required by NI 43-101 to be filed with the Securities Commissions and all such reports (as amended) comply with the requirements thereof; and (v) to the knowledge of the Corporation, there have been no material changes to such information since the date of delivery or preparation thereof, except as disclosed in the Preliminary Prospectuses and the Final Prospectuses;

(n) (i) other than as set forth in the Preliminary Prospectuses and the Final Prospectuses, neither the Corporation nor any of its subsidiaries, nor any director or officer, nor, to the Corporation’s knowledge, any employee, agent, affiliate or representative of the Corporation or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

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(A) the target of any sanctions (i) administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury or (ii) pursuant to the U.S. Iran Sanctions Act, as amended, or Executive Order 13590 (collectively, “Sanctions”), nor

(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria);

(ii) the Corporation will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise);

(o) none of the Corporation, its subsidiaries or, to the knowledge of the Corporation, any director, officer, employee, agent, affiliate or representative of the Corporation or any of its subsidiaries, has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Agency, authority or instrumentality of any jurisdiction or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift, at the time it was made, was prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the Corruption of Foreign Public Officials Act (Canada), or the rules and regulations promulgated thereunder; and the Corporation and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein;

(p) the operations of the Corporation and its subsidiaries are, and have been, conducted at all times, in material compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding

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by or before any court or Governmental Agency, authority or body or any arbitrator involving the Corporation or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;

(q) as of the date hereof and other than as disclosed in the Preliminary Prospectuses and the Final Prospectuses, (a) there are no material facts or material changes (within the meaning of Securities Laws) relating to the Corporation or the Significant Subsidiaries, or their respective businesses, which are required to be disclosed under Securities Laws but have not been publicly disclosed in the Corporation’s continuous disclosure filings, (b) no confidential material change report has been filed that remains confidential at the date hereof, and (c) the Corporation has filed all documents required to be filed by it under Securities Laws and such documents do not contain a misrepresentation (within the meaning of Canadian Securities Laws), or contain an untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made;

(r) (i) the Financial Statements of the Corporation included or incorporated by reference in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses, together with the related notes, present fairly in all material respects the financial position of the Corporation and its consolidated subsidiaries at the dates indicated and the earnings, retained earnings and cash flows of the Corporation and its consolidated subsidiaries for the periods specified; said consolidated financial statements comply in all material respects as to form with the applicable accounting requirements of Securities Laws as interpreted and applied by the SEC or the Securities Commissions, as applicable, and have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods involved; and the selected financial information included in the Preliminary Prospectuses and the Final Prospectuses presents fairly in all material respects the information shown therein and have been compiled or will be compiled on a basis consistent with the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses; (ii) the Financial Statements of Former Alamos included in the BAR and incorporated by reference in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses, together with the related notes, present fairly in all material respects the financial position of Former Alamos and its consolidated subsidiaries at the dates indicated and the earnings, retained earnings and cash flows of Former Alamos and its consolidated subsidiaries for the periods specified; said consolidated financial statements comply in all material respects as to form with the applicable accounting requirements of Securities Laws as interpreted and applied by the SEC or the Securities Commissions, as applicable, and have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods

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involved; (iii) the unaudited pro forma consolidated balance sheet of the Corporation as at March 31, 2015 and the unaudited pro forma consolidated statement of operations of the Corporation for the three months ended March 31, 2015 and the year ended December 31, 2014, together with the notes thereto and the other information required by Part 8 of NI 51-102, included in the BAR and incorporated by reference in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses fairly present in all material respects the pro forma consolidated financial position, results of operations and earnings of the Corporation as at the dates and for the periods indicated after giving effect to the transactions and assumptions described in the related notes thereto. Such unaudited pro forma consolidated financial statements have been prepared in accordance with Canadian Securities Laws and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and assumptions referred to therein;

(s) (i) KPMG LLP, which has audited certain Financial Statements of the Corporation and its subsidiaries included or incorporated by reference in the Preliminary Prospectuses, Final Prospectuses and Registration Statement, is independent with respect to the Corporation within the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario, is registered with the Canadian Public Accountability Board and is an independent registered public accounting firm within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States); (ii) Ernst & Young LLP, which has audited certain Financial Statements of Former Alamos included in the BAR and incorporated by reference in the Preliminary Prospectuses, Final Prospectuses and Registration Statement, is independent with respect to Former Alamos within the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario, is registered with the Canadian Public Accountability Board and is an independent registered public accounting firm within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States);

(t) the Corporation is a “reporting issuer” or has equivalent status in each of the Canadian Qualifying Jurisdictions within the meaning of Canadian Securities Laws in such Canadian Qualifying Jurisdictions and since December 31, 2015, the Corporation has not received any correspondence or notice from a Securities Commission concerning a review of any of the Corporation’s continuous disclosure documents in respect of which any matters remain outstanding;

(u) the Corporation and its subsidiaries maintain “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the U.S. Exchange Act); such internal control over financial reporting and procedures are effective and the Corporation and its subsidiaries are not aware of any material weakness in their internal control over financial reporting;

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(v) the Corporation and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the U.S. Exchange Act); such disclosure controls and procedures are effective;

(w) there is and has been no failure on the part of the Corporation and any of the Corporation’s directors or officers, in their capacities as such, to comply with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications;

(x) the Corporation is authorized to issue an unlimited number of Common Shares of which, as at January 26, 2016, not more than 267,222,594 Common Shares were issued and outstanding, all of which Common Shares are issued as fully paid and non-assessable, and subject to the restrictions set forth in the Corporation’s articles, an unlimited number of first preferred shares, none of which are issued and outstanding as at the date hereof, and an unlimited number of second preferred shares, none of which are issued and outstanding as at the date hereof;

(y) when issued, all of the Purchased Shares will have been duly and validly issued as fully paid and non-assessable shares of the Corporation and will conform to the descriptions thereof in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses;

(z) except as provided for herein and under the Corporation’s employee stock option plans and dividend reinvestment plan, no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement (including convertible securities or warrants) for the purchase, subscription or issuance of Common Shares; and no person has the right to require the Corporation or any of its subsidiaries to qualify or register any securities for sale under the Canadian Securities Laws or the U.S. Securities Act by reason of the filing of the Canadian Prospectuses or the U.S. Prospectuses with any Securities Commission or the SEC or the filing of the Registration Statement with the SEC or the issuance and sale of the Offered Shares;

(aa) no Securities Commission or similar regulatory authority or the Toronto Stock Exchange or the New York Stock Exchange or the SEC has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation, and no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened;

(bb) the issued and outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange and the New York Stock Exchange and the Corporation is not in default of its listing requirements on the Toronto Stock Exchange of the New York Stock Exchange in any material respect;

(cc) Computershare Trust Company of Canada has been duly appointed as transfer agent and registrar for the Common Shares in Canada and Computershare Trust Company NA has been duly appointed as co-transfer agent and co-registrar for the Common Shares in the United States;

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(dd) the Corporation has not taken, directly or indirectly, and will not take any action designed to or that would constitute or that would reasonably be expected to cause or result in, under Canadian Securities Laws or the U.S. Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Offered Shares;

(ee) the Corporation will timely file such reports pursuant to the U.S. Exchange Act as are necessary in order to make generally available to its securityholders an earnings statement for the purposes of, and to provide the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the U.S. Securities Act; and

(ff) other than the Underwriters, there is no person acting or, to the knowledge of the Corporation, purporting to act at the request of the Corporation, who is entitled to any broker’s or finder’s fees in connection with the transactions contemplated herein.

7.2 The Corporation covenants and agrees with and in favour of the Underwriters that the net proceeds received by the Corporation from the Underwriters from the sale of the Offered Shares will be used for the purposes to be described in the Preliminary Prospectuses and the Final Prospectuses, subject to the qualifications described under the headings “Use of Proceeds” and “Risk Factors” in the Final Prospectuses.

7.3 During the period commencing on the date hereof and ending on the date which is 90 days from the Closing Date contemplated hereunder (the “Lock-Up Period”), the Corporation will not, without the prior written consent of the Bookrunners, on behalf of the Underwriters, which consent shall not be unreasonably withheld, directly or indirectly, offer, sell or issue for sale or resale, as the case may be, or publicly announce the issue or sale or intended issue or sale of, any securities of the Corporation, including Common Shares or financial instruments or securities convertible or exchangeable into Common Shares, or publicly announce its intention to do so or file a prospectus or registration statement with a Securities Commission or the SEC in respect thereof, in each case except: (i) as contemplated by this Agreement; (ii) as consideration in connection with an acquisition of assets or of a business or entity, a consolidation, merger, combination or plan of arrangement, or a transaction or series of transactions entered into in response to an unsolicited bid by a third party to engage in any of the foregoing transactions, (iii) under any of the Corporation’s equity-based compensation plans existing at the date hereof, (iv) pursuant to a dividend reinvestment plan, (v) pursuant to rights or obligations under securities or instruments outstanding on the date hereof or issued as permitted by (ii) or (iii) above, (vi) in the case of the filing of any shelf prospectuses or registration statements by the Corporation where Common Shares are not being distributed to the public (but, for clarity, Common Shares may be qualified pursuant to such prospectuses or registration statements), or (vii) in connection with the issuance, from time to time, of Common Shares, which qualify as “flow-through shares” as defined in the Income Tax Act (Canada), provided that the aggregate gross proceeds to the Corporation from such issuances do not exceed $10 million.

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7.4 Unless the Corporation and the Bookrunners otherwise agree in writing, neither the Corporation nor any Underwriter has made and none of them will make any offer relating to the Offered Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses, if any, included in Schedule C hereto and in respect of any electronic roadshow furnished to the Bookrunners prior to first use and not objected to by the Bookrunners. Any such free writing prospectus consented to by the Bookrunners or the Corporation is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Corporation agrees that (i) it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it will comply with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.

ARTICLE 8

CLOSING

8.1 The closing of the purchase and sale of the Firm Shares shall take place at the Closing Time at the offices of Torys LLP in Toronto, Ontario.

8.2 The closing of the purchase and sale of any Option Shares shall be completed at the Closing Time on such date (the “Option Closing Date”), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, nor less than three nor more than five business days after the giving of the notice hereinafter referred to (provided that if the Option Closing Date is the same as the Closing Date, such notice may be given not less than two business days prior to the Option Closing Date), as shall be specified in a written notice from the Bookrunners, on behalf of the Underwriters, to the Corporation of the Underwriters’ determination to purchase that number of Option Shares specified in such notice. The closing of the purchase and sale of any Option Shares shall be completed at the offices of Torys LLP in Toronto, Ontario. If the Over-Allotment Option is exercised, all of the provisions of this Agreement relating to the purchase by the Underwriters of the Firm Shares shall apply mutatis mutandis in relation to the purchase by the Underwriters of any Option Shares at the Closing Time on the Option Closing Date.

8.3 At the Closing Time, the Corporation shall deliver to CDS Clearing and Depository Services Inc. (“CDS”), on behalf of the Underwriters, in electronic or certificated form, the Firm Shares registered in name or names as the Bookrunners may notify the Corporation not less than two business days before the Closing Date. The Bookrunners, on behalf of the Underwriters, shall furnish to CDS not less than two business days before the Closing Date, a breakdown of the number of Firm Shares to be allocated in the book-based system of CDS to the Underwriters and other brokers or dealers which are participants of CDS and act on behalf of beneficial owners, together with the financial institution numbers of each person to whom Firm Shares are to be allocated in the book-

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based system. The delivery of the Firm Shares in electronic or certificated form to CDS shall be made against payment by the Underwriters to the Corporation of the aggregate purchase price, net of the Underwriting Fee, for the Firm Shares by wire transfer in immediately available funds as set forth in section 8.4.

8.4 Payment of the amount of the aggregate purchase price for the Purchased Shares, net of the Underwriting Fee, shall be effected by wire transfer in immediately available U.S. dollars payable to the Corporation or as the Corporation may otherwise direct the Underwriters in writing not later than 5:00 p.m. (Toronto time) on the business day immediately preceding the Closing Date.

ARTICLE 9

CONDITIONS PRECEDENT

9.1 The following are conditions precedent to the obligations of the Underwriters to close the transactions contemplated by this Agreement, which conditions the Corporation covenants to exercise all reasonable commercial efforts to have fulfilled at or prior to the Closing Time and which conditions may be waived in writing in whole or in part by the Underwriters at any time. If any of the conditions are not met, each of the Underwriters may terminate its obligations under this Agreement without prejudice to any other remedies it may have. At the Closing Time:

(a) the Canadian Final Prospectus shall have been filed with the Securities Commissions and the US Final Prospectus and the Registration Statement shall have been filed with the SEC; the Registration Statement shall have become effective under the U.S. Securities Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; no order having the effect of preventing or suspending the use of any prospectus (including any Issuer Free Writing Prospectus) relating to the Offered Shares shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Securities Commissions or the SEC; and all requests for additional information on the part of the Securities Commissions and the SEC shall have been complied with to the reasonable satisfaction of the Underwriters;

(b) the Underwriters shall have received a certificate, dated the Closing Date, from the President & Chief Executive Officer and the Chief Financial Officer of the Corporation, or by such other senior officers satisfactory to the Underwriters, acting reasonably, certifying on behalf of the Corporation and not in their respective personal capacity and without personal liability, that:

(i) the Corporation has complied with and satisfied, in all material respects, the covenants, terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;

(ii) the representations and warranties of the Corporation contained herein are true and correct in all materials respects (except in the case where such representations and warranties are qualified by “Material Adverse Effect”

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or other concepts of materiality, in which case such representations and warranties shall be true and correct in all respects) as of the Closing Time with the same force and effect as if made at and as of the Closing Time, except for such representations and warranties which are made as of a specific date other than the Closing Date; and

(iii) there has been no material adverse change, financial or otherwise, as at the Closing Date, in the business, operations, or condition (financial or otherwise) of the Corporation and its subsidiaries (taken as a whole) from that disclosed in the Canadian Final Prospectus, the U.S. Final Prospectus or any Prospectus Amendment;

(c) the Corporation shall have furnished to the Underwriters evidence that the Offered Shares have been conditionally approved for listing and trading on the Toronto Stock Exchange and that the Common Shares purchased at that time will be posted for trading on the Toronto Stock Exchange and the New York Stock Exchange on the Closing Date;

(d) the Underwriters shall have received a comfort letter of each of the Corporation’s auditor and the former auditor of Former Alamos, in each case, addressed to the Underwriters, the Corporation and the board of directors of the Corporation, and dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing the information contained in the comfort letter or letters from such auditor referred to in section 3.1(f) hereof forward to the Closing Time, which comfort letter shall be based on a review having a cut-off date not more than three business days prior to the Closing Date;

(e) the Underwriters shall have received, dated the Closing Date (i) legal opinions from Torys LLP, Canadian counsel for the Corporation (or where applicable, opinions of local counsel as to the laws other than those of Canada and the Provinces of Alberta and Ontario), to the effect set forth in Schedule A hereto, (ii) legal opinions and a negative assurance letter from Torys LLP, U.S. counsel for the Corporation, to the effect set forth in Schedule B hereto, (iii) legal opinions from Fasken Martineau DuMoulin LLP, Canadian counsel for the Underwriters, with respect to the offering and sale of the Offered Shares in Canada, the Canadian Final Prospectus and other related matters as the Underwriters may reasonably require, and (iv) legal opinions and a negative assurance letter from Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel for the Underwriters, with respect to the offering and sale of the Offered Shares in the United States, the Registration Statement, the U.S. Final Prospectus (together with any supplement thereto) and other related matters as the Underwriters may reasonably require, it being understood that counsel for the Underwriters may rely on the opinions of counsel for the Corporation and the opinions of local counsel in the Canadian Qualifying Jurisdictions as to all matters not governed by the laws of the respective jurisdictions in which they are qualified to practice, and that all counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Corporation, auditors and public officials, and that the opinions of counsel may be subject to usual qualifications as to equitable remedies, creditors’ rights laws and public policy considerations;

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(f) the Underwriters shall have received favourable legal opinions from counsel to the Corporation in the relevant local jurisdictions, dated as of the Closing Date and in form and substance acceptable to the Underwriters, acting reasonably, as to title matters in respect of each of the following properties: Young-Davidson, Mulatos, El Chanate, Aği Daği, Kirazli, Çamyurt and Lynn Lake;

(g) evidence satisfactory to the Bookrunners that FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering and sale of the Offered Shares; and

(h) the Underwriters shall have received such further certificates and documents as the Bookrunners may reasonably request in order to evidence the satisfaction of any of the conditions in the Agreement.

ARTICLE 10

TERMINATION

10.1 In addition to any other remedies which may be available to the Underwriters, each Underwriter shall be entitled, at such Underwriter’s sole option, to terminate and cancel, without any liability on such Underwriter’s part, its obligations under this Agreement to purchase the Offered Shares, if any, by giving written notice to that effect to the Corporation and the other Underwriters at or prior to the Closing Time, as applicable, if after the execution and delivery of this Agreement and prior to the Closing Time, as applicable:

(a) trading generally shall have been suspended or materially limited on, or by, as the case may be, either of the Toronto Stock Exchange or the New York Stock Exchange;

(b) a material disruption in securities settlement, payment or clearance services in Canada or the United States shall have occurred;

(c) any moratorium on commercial banking activities shall have been declared by Canadian or United States authorities;

(d) any inquiry, investigation or proceeding in relation to the Corporation or its directors or officers, whether formal or informal, is commenced, announced, or threatened, which, in the opinion of that Underwriter, acting in good faith, would reasonably be expected to have a Material Adverse Effect;

(e) any law or regulation under or pursuant to any statute of Canada or of any province thereof, or of the United States or any state or territory thereof, is promulgated or changed which in the opinion of that Underwriter, acting in good faith, operates to prevent or materially restrict the distribution or trading of the Offered Shares or which, in the opinion of that Underwriter, acting in good faith, would reasonably be expected to have a material adverse effect on the market price or value of the Offered Shares or a Material Adverse Effect;

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(f) there is, in the opinion of that Underwriter, acting in good faith, a material change or a change in any material fact or a new material fact arises that would reasonably be expected to have a material adverse effect on the market price or value of the Offered Shares or a Material Adverse Effect;

(g) there shall have occurred any catastrophe, accident, natural disaster, public protest, war, outbreak or escalation of hostilities or terrorist action, or any change in financial markets, currency exchange rates or controls or any calamity or crisis, or any other occurrence of any nature whatsoever, that, in that Underwriter’s judgment, is material and adverse and which, singly or together with any other event specified in this clause, makes it, in that Underwriter’s judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Shares on the terms and in the manner contemplated in the Preliminary Prospectuses or the Final Prospectuses;

(h) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which, in the opinion of that Underwriter, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation and its subsidiaries (taken as a whole); or

(i) the Corporation is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement is false or becomes false in any material respect.

10.2 In the event of a termination by an Underwriter pursuant to this Article 10, there shall be no further liability on the part of such Underwriter to the Corporation or of the Corporation to such Underwriter in respect of the proposed Distribution of the Offered Shares, except in respect of the obligations of the Corporation under Article 12 and Article 13.

ARTICLE 11

CONDITIONS

11.1 All terms and conditions of this Agreement shall be construed as conditions and any breach or failure to comply in all material respects with any such terms or conditions which are for the benefit of the Underwriters shall entitle any of the Underwriters to terminate their obligation to purchase the Purchased Shares by notice in writing to that effect given to the Corporation and the other Underwriters at or prior to the Closing Time. The Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter.

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ARTICLE 12

INDEMNIFICATION AND CONTRIBUTION

12.1 The Corporation shall indemnify and hold harmless each of the Underwriters and the Underwriters’ respective directors, officers, affiliates and employees and each person who controls any Underwriter within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act (collectively, the “Indemnified Parties”) from and against all liabilities, claims, demands, losses (other than loss of profit in connection with the Distribution or holding of the Offered Shares), costs, damages and expenses (including the fees and disbursements of counsel) (collectively, “Claims”) to which the Indemnified Party may be subject or which the Indemnified Party may suffer or incur, whether under the provisions of any statute or otherwise in any way caused by or arising directly or indirectly from or in consequence of:

(a) any information or statement in the Canadian Prospectuses, the Registration Statement, any Issuer Free Writing Prospectus, the U.S. Prospectuses or in any other document incorporated therein by reference, being or being alleged to be a misrepresentation or untrue, or any omission or alleged omission to state therein any information;

(b) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any amendment thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any untrue statement or alleged untrue statement of a material fact in the Canadian Prospectuses, U.S. Prospectuses, any Issuer Free Writing Prospectus or any amendment or supplement thereto, or any omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(c) the Corporation not complying with any requirement of Securities Laws in connection with the transactions contemplated herein;

(d) the breach of, default under or non-compliance with by the Corporation of any of the covenants, representations or warranties contained in this Agreement;

(e) any prohibition or restriction of trading in the securities of the Corporation or any prohibition or restriction affecting the Distribution of the Offered Shares imposed by any competent authority if such prohibition or restriction is based on any of the events referred to in subsections 12.1(a), (b) or (c); or

(f) any order made or any inquiry, investigation (whether formal or informal) or other proceedings commenced or threatened by any one or more competent authorities (not based upon the activities or the alleged activities of the Underwriters or their banking or selling group members, if any) relating to or materially affecting the trading or Distribution of the Offered Shares;

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provided that the Corporation shall not be liable in such case to the extent that any such Claims arise out of or are based upon any misrepresentation or alleged misrepresentation of a material fact in, or any omission or alleged omission of a material fact from, the Canadian Prospectuses, the Registration Statement, any Issuer Free Writing Prospectus, the U.S. Prospectuses or in any other document incorporated therein by reference, or in any other material so filed, in such case made in reliance upon and in conformity with information furnished in writing to the Corporation by any of the Underwriters specifically for inclusion therein; and in such event, such Underwriter shall promptly reimburse the Corporation for the respective amounts received from the Corporation pursuant to this indemnity in respect of such Claims.

12.2 In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in section 12.1 is unavailable, in whole or in part, for any reason (other than any reason specified in section 12.1) to an Indemnified Party in respect of any Claims referred to therein, the Corporation shall contribute to the amount paid or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such Claims:

(a) in such proportion as is appropriate to reflect the relative benefits received by the Corporation, on the one hand, and the Underwriters, on the other hand, from the Distribution of the Offered Shares; or

(b) if the allocation provided by section (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in section (a) above but also the relative fault of the Corporation, on the one hand, and the Underwriters, on the other hand, in connection with the matters or things referred to in section 12.1 which resulted in such Claims, as well as any other relevant equitable considerations;

provided that the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Underwriting Fee or any portion thereof actually received. The relative benefits received by the Corporation, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the Distribution of the Offered Shares received by the Corporation is to the Underwriting Fees received by the Underwriters. The relative fault of the Corporation, on the one hand, and of the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the matters or things referred to in section 12.1 which resulted in such Claims relate to information supplied by or which ought to have been supplied by or steps or actions taken or done or not taken or done by or on behalf of the Corporation or to information supplied by or on behalf of the Underwriters. The parties agree that it would not be just and equitable if contribution pursuant to this section 12.2 were determined by pro rata allocation (even if the Underwriters were treated as one party for such purpose) or any other method of allocation which does not take into account the equitable considerations referred to above in this section 12.2. The Underwriters respective obligations to contribute pursuant to this section 12.2 are several in proportion to their respective underwriting obligations with respect to such Offered Shares and not joint.

12.3 If any claim contemplated by this Article 12 shall be asserted against any Indemnified Party, the Indemnified Party concerned shall promptly notify the Corporation and the

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Underwriters, in writing, of the nature of such claim (provided that any failure to so notify promptly, in writing, shall relieve the Corporation of liability under this Article 12 only to the extent that such failure materially prejudices the Corporation’s ability to defend such claim and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity provision), and the Corporation shall, subject as hereinafter provided, be entitled (but not required) to assume the defence of any suit or proceeding (including any governmental or regulatory investigation or proceeding) brought to enforce such claim. Any such defence shall be through legal counsel acceptable to the Indemnified Party (whose acceptance shall not be unreasonably withheld) and no admission of liability or settlement shall be made by the Corporation or any Indemnified Party in respect of any Indemnified Party without, in each case, the prior written consent of all the Underwriters, and no admission of liability or settlement shall be made by any Indemnified Party without the prior written consent of the Corporation. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the Corporation fails to assume the defence of such suit on behalf of the Indemnified Party within a reasonable period of time; or (ii) the employment of such counsel has been authorized in writing by the Corporation; or (iii) the named parties to any such suit or proceeding include both the Indemnified Party and the Corporation and the Indemnified Party shall have received advice from counsel that there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Corporation, in which case, if such Indemnified Party notifies the Corporation in writing that it elects to employ separate counsel at the expense of the Corporation, the Corporation shall not have the right to assume the defence of such suit or proceeding on behalf of the Indemnified Party and shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party, it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Parties. The Corporation shall not be liable for any settlement of any action or suit effected without its written consent. It is the intention of the Corporation to constitute each of the Underwriters as trustees for the Underwriters’ directors, officers, affiliates, employees and control persons, of the covenants of the Corporation under section 12.1 with respect to the Underwriters’ directors, officers, affiliates, employees and control persons and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

12.4 The rights provided in this Article 12 shall be in addition to and not in derogation of any other right which the Underwriters may have by statute or otherwise at law.

12.5 Notwithstanding anything else contained in this Agreement, no person who has been determined by a court of competent jurisdiction in a final judgment to have engaged in fraud, fraudulent misrepresentation, willful misconduct or gross negligence shall be entitled to claim indemnification pursuant to section 12.1 or contribution pursuant to section 12.2 from any person who has not also been so determined to have engaged in such fraud, fraudulent misrepresentation, willful misconduct or gross negligence. For greater certainty, the Corporation and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation (i) as necessary to provide the Underwriters with reasonable grounds for believing the Offering Documents contained no misrepresentation or (ii) under Section 11(b) of the U.S. Securities Act, shall constitute “fraud”, “fraudulent misrepresentation”, “willful misconduct” or “gross negligence” for purposes of this Section 12.5 or otherwise disentitle the Underwriters from indemnification hereunder.

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12.6 Without limiting the generality of section 12.5, the rights of indemnity provided under section 12.1 and rights of contribution provided under section 12.2 shall not apply if the Corporation has complied with subsections 3.1(a), (b), (c) and (d) and Article 6, as applicable, and the person asserting any claim contemplated by this Article 12 has not been provided with a copy of the Canadian Prospectuses or U.S. Prospectuses (as appropriate) or any Prospectus Amendment that corrects any misrepresentation or alleged misrepresentation that is the basis for such claim and that is required, under applicable Securities Laws, to be delivered to such person by the Underwriters.

ARTICLE 13

EXPENSES

13.1 If the transactions herein contemplated are completed, all expenses of or incidental to the issue and offering of the Offered Shares shall be borne by the Corporation, including, without limitation, expenses payable in connection with the qualification of the Offered Shares for Distribution in the Canadian Qualifying Jurisdictions and in the United States; the preparation, printing, issuance and delivery of certificates for the Offered Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Shares; if applicable, any registration or qualification of the Offered Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees relating to such registration and qualification); any filings required to be made with the Financial Industry Regulatory Authority, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); the travel, transportation and other expenses of the Corporation in connection with presentations to prospective purchasers of the Offered Shares; all other costs and expenses of the Corporation and its representatives incidental to the performance by the Corporation of its obligations hereunder; the fees and expenses of counsel and auditor for the Corporation; listing fees; and all costs incurred in connection with the preparation, translation, printing, filing and delivery of the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses and any marketing materials and Issuer Free Writing Prospectus, excepting Underwriters’ out-of-pocket expenses and the fees and expenses of counsel for the Underwriters. The Underwriters’ reasonable out-of-pocket expenses and fees and expenses of counsel for the Underwriters shall be paid by the Underwriters except that the Underwriters will be reimbursed by the Corporation for all of the reasonable fees and expenses incurred by the Underwriters (including the reasonable fees and expenses of their counsel) if the sale of the Offered Shares as contemplated herein is not completed other than by reason of default by any of the Underwriters.

ARTICLE 14

SEVERAL OBLIGATIONS

14.1 The Underwriters’ obligations to purchase the Firm Shares at the Closing Time shall be several and not joint and the Underwriters’ respective obligations in this respect shall be in the following percentages of the Firm Shares to be purchased at that time:

TD Securities Inc.	16.0	%
BMO Capital Markets	16.0	%
Macquarie Capital Markets Canada Ltd.	16.0	%

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CIBC World Markets Inc.	8.0	%
National Bank Financial Inc.	8.0	%
Scotia Capital Inc.	8.0	%
Desjardins Securities Inc.	4.0	%
Haywood Securities Inc.	4.0	%
Paradigm Capital Inc.	4.0	%
RBC Dominion Securities Inc.	4.0	%
Barclays Capital Canada Inc.	2.0	%
GMP Securities L.P.	2.0	%
HSBC Securities (Canada) Inc.	2.0	%
Merrill Lynch Canada Inc.	2.0	%
Raymond James Ltd.	2.0	%
Citigroup Global Markets Canada Inc.	1.0	%
Morgan Stanley Canada Limited	1.0	%
	100.0	%

No Underwriter shall be obligated to take up and pay for any of the Firm Shares to be purchased by it unless the other Underwriters simultaneously take up and pay for the percentage of Firm Shares set out opposite their name above.

ARTICLE 15

BOOKRUNNERS

15.1 All steps which must or may be taken by the Underwriters in connection with this Agreement but with the exception of the steps contemplated by Article 10, Article 11, Article 12 and Article 14 hereof may be taken by the Bookrunners on the Underwriters’ behalf (or the Designated Underwriter in the case of sections 2.4(b) and 2.5), and this Agreement is the Corporation’s authority for dealing solely with, and accepting notification from, the Bookrunners (or the Designated Underwriter in the case of sections 2.4(b) and 2.5) with respect to any such steps on their behalf. Other than as set forth in this section 15.1, no action by any Underwriter shall be binding on any other Underwriter.

ARTICLE 16

NOTICES

16.1 Any notices or other communication to be given hereunder shall:

(a) in the case of notice to the Corporation, be addressed to the attention of the Chief Financial Officer at the address on page 1 hereof (e-mail: jporter@alamosgold.com); and

(b) in the case of notice to the Underwriters, be addressed as follows:

TD Securities Inc.

TD Tower, 9^th Floor

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66 Wellington St. W,

Toronto ON M5K 1A2

Attention:    Sajid Rizvi, Managing Director

E-mail: sajid.rizvi@tdsecurities.com

Any notice or other communication shall be in writing and, unless delivered personally to a responsible officer of the addressee, shall be given by e-mail, and shall be deemed to be given at the time e-mailed or delivered, if e-mailed or delivered to the recipient on a business day (in the city in which the addressee is located) and before 5:00 p.m. (local time in the city in which the addressee is located) on such business day, and otherwise shall be deemed to be given at 9:00 a.m. (local time in the city in which the addressee is located) on the next following business day (in the city in which the addressee is located). Any party hereto may change its address for notice by notice to the other parties hereto given in the manner herein provided.

ARTICLE 17

MISCELLANEOUS

17.1 Unless otherwise indicated, all references herein to currency shall be to the lawful money of Canada.

17.2 The representations, warranties and covenants contained in this Agreement shall survive the purchase by the Underwriters of the Offered Shares and shall continue in full force and effect unaffected by any subsequent disposition by the Underwriters of the Offered Shares.

17.3 Time shall be of the essence of this Agreement.

17.4 This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original but which together shall constitute one and the same agreement. A signed counterpart of this Agreement provided by way of e-mail or other electronic transmission shall be as binding upon the parties as an originally signed counterpart.

17.5 If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

17.6 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario. Each of the parties hereto irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.

17.7 The terms of this Agreement supersede any previous verbal or written agreement between or among the Corporation and the Underwriters (or any of them) with respect to the subject matter hereof, including the letter agreement by and between TDSI and the Corporation dated January 25, 2017.

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17.8 Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purposes of giving effect to this Agreement and shall use reasonable commercial efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

17.9 Each of TDSI, BMO, CIBC World Markets Inc., National Bank Financial Inc. and Scotia Capital Inc. or their affiliates, own or control an equity interest in TMX Group Limited (“TMX Group”) and has a nominee director serving on TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Toronto Stock Exchange, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

17.10 The Corporation acknowledges and agrees that (i) the issue and sale of the Offered Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Corporation, on the one hand, and the Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Corporation, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favour of the Corporation with respect to the Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Corporation on other matters) or any other obligation to the Corporation except the obligations expressly set forth in this Agreement and (iv) the Corporation has consulted its own legal and financial advisors to the extent it deemed appropriate.

[remainder of page intentionally left blank]

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If the foregoing is acceptable to you, please signify such acceptance by executing and returning the enclosed copy of this Agreement to the Bookrunners. Such acceptance will constitute an agreement for the purchase by the Underwriters and sale by the Corporation of the Common Shares on the terms set out herein. Delivery of a signed counterpart hereof by means of e-mail shall be as effective as delivery of an originally signed counterpart.

TD SECURITIES INC.		BMO NESBITT BURNS INC.
Per:	/s/ Sajid Rizvi	Per:	/s/ Joshua Goldfarb
	Sajid Rizvi		Joshua Goldfarb
MACQUARIE CAPITAL MARKETS CANADA LTD.		CIBC WORLD MARKETS INC.
Per:	/s/ David Cobbold	Per:	/s/ Steven Reid
	David Cobbold		Steven Reid
Per:	/s/ Leif Nilsson
	Leif Nilsson
NATIONAL BANK FINANCIAL INC.		SCOTIA CAPITAL INC.
Per:	/s/ Jason Ellefson	Per:	/s/ Peter Collibee
	Jason Ellefson		Peter Collibee
DESJARDINS SECURITIES INC.		HAYWOOD SECURITIES INC.
Per:	/s/ François Carrier	Per:	/s/ Ryan Matthiesen
	François Carrier		Ryan Matthiesen
PARADIGM CAPITAL INC.		RBC DOMINION SECURITIES INC.
Per:	/s/ Bruno Kaiser	Per:	/s/ Lance Rishor
	Bruno Kaiser		Lance Rishor
BARCLAYS CAPITAL CANADA INC.		GMP SECURITIES L.P.
Per:	/s/ Paul Knight	Per:	/s/ Michael Barman
	Paul Knight		Michael Barman
HSBC SECURITIES (CANADA) INC.		MERRILL LYNCH CANADA INC.
Per:	/s/ Michael Silver	Per:	/s/ Jamie Hancock
	Michael Silver		Jamie Hancock

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RAYMOND JAMES LTD.		CITIGROUP GLOBAL MARKETS CANADA INC.
Per:	/s/ Gavin McOuat	Per:	/s/ Grant Kernaghan
	Gavin McOuat		Grant Kernaghan
MORGAN STANLEY CANADA LIMITED
Per:	/s/ Richard Tory
	Richard Tory

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Accepted and agreed to on January 26, 2017.

ALAMOS GOLD INC.
Per:	/s/ James R. Porter
	James R. Porter
	Chief Financial Officer

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SCHEDULE

AOPINION OF TORYS LLP

CANADIAN COUNSEL TO THE CORPORATION

1. The Corporation is a corporation existing under the laws of the Province of Ontario and has the corporate capacity and power to own and lease its properties and assets.

2. The authorized share capital of the Corporation consists of an unlimited number of Common Shares.

3. The Corporation has the necessary corporate power to enter into and deliver the Underwriting Agreement and to perform its obligations thereunder and to carry out the transactions contemplated thereby, and the Underwriting Agreement has been duly authorized, executed and delivered by the Corporation and is a legal, valid and binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to customary qualifications

4. All necessary corporate actions have been taken by the Corporation to authorize the execution and delivery of the Underwriting Agreement and the performance of its obligations thereunder.

5. All necessary corporate actions have been taken by the Corporation to validly issue the Offered Shares to the Underwriters and, upon the Corporation having received the consideration for the issue thereof, the Purchased Shares shall have been validly issued and are outstanding as fully paid and non-assessable shares of the Corporation.

6. The Preliminary Prospectuses, the Final Prospectuses and any Prospectus Amendment, have been duly authorized and/or executed by the Corporation.

7. Each of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any amendment or supplement thereto (in each case, excluding the financial statements and financial schedules and other financial and statistical data included therein, as to which counsel does not express any opinion), including the documents incorporated by reference therein appears on its face as of the date thereof to have been appropriately responsive in all material respects to the requirements of Ontario securities law (as such term is defined in the Securities Act (Ontario)); provided that counsel expresses no opinion as to whether the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any amendment or supplement thereto contains full, true and plain disclosure of all material facts.

8. The attributes of the Common Shares of the Corporation conform in all material respects with the description thereof in the Final Prospectuses.

9. The execution and delivery by the Corporation of, and the performance by the Corporation of its obligations under, the Underwriting Agreement will not contravene any provisions of (i) the articles or by-laws of the Corporation; (ii) any applicable laws of the Province of Ontario or the federal laws of Canada applicable therein; or (iii) those

material agreements to which the Corporation is party that have been identified in writing to the Corporation by the Underwriters, acting reasonably, not less than three business days prior to the Closing Date, except in the case of (iii), such contraventions that, individually, or in the aggregate, would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business or properties of the Corporation and its subsidiaries, taken as a whole.

10. No consent, approval or authorization or order of or registration, qualification, recording or filing with any governmental body or agency is required for the execution, delivery and performance by the Corporation of the Underwriting Agreement or the consummation by the Corporation of the transactions contemplated therein, except such as may have been made or obtained.

11. All necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the laws of each of the Canadian Qualifying Jurisdictions in order to qualify the Distribution of the Offered Shares to the public in each of such Canadian Qualifying Jurisdictions by or through persons duly registered under the applicable laws of such Canadian Qualifying Jurisdictions who have complied with the relevant provisions of such laws.

12. Computershare Trust Company of Canada has been duly appointed as the transfer agent and registrar for the Common Shares.

13. The Offered Shares have been conditionally approved for listing on the Toronto Stock Exchange subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Toronto Stock Exchange in similar circumstances;

14. The statements in the Canadian Final Prospectus under the caption “Certain Canadian Federal Income Tax Considerations” fairly summarize the matters referred to therein, subject to specific limitations and qualifications stated or referred to therein and applicable thereto.

15. Subject to the specific limitations and qualifications stated or referred to therein and applicable thereto, the Offered Shares are qualified investments for certain tax-deferred plans as set forth under the caption “Eligibility for Investment” in the Canadian Final Prospectus as if the reference therein to the date of the prospectus read “as of the Closing Date”.

16. No withholding tax imposed under the federal laws of Canada or the laws of the Province of Ontario will be payable in respect of any commission or fee to be paid by the Corporation pursuant to the Underwriting Agreement to an Underwriter that is not resident in Canada for purposes of the Income Tax Act (Canada), provided that such Underwriter deals at arm’s length with the Corporation (as such term is understood for purposes of the Income Tax Act (Canada)), any such commission or fee is payable in respect of services rendered by such Underwriter wholly outside of Canada that are performed in the ordinary course of a business carried on by the Underwriter that includes the performance of such services for a fee and any such amount is reasonable in the circumstance.

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SCHEDULE B

OPINION OF TORYS LLP

U.S. COUNSEL TO THE CORPORATION

1. The statements in the U.S. Final Prospectus under the heading “Certain Federal Income Tax Considerations for U.S. Residents” to the extent that they constitute summaries of United States federal law or regulations or legal conclusions, have been reviewed by such counsel and fairly summarize the matters described under that heading in all material respects.

2. The Registration Statement and the U.S. Final Prospectus, as of their respective effective or issue times, appear on their face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act, except for the financial statements, financial statement schedules and other financial and statistical data included or incorporated by reference in or omitted from either of them, as to which such counsel expresses no opinion; the Form F-X, as of its date, appears on its face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act. Such counsel shall assume for purposes of this paragraph, (i) the compliance of the Canadian Final Prospectus with the requirements of Ontario securities laws, as interpreted and applied by the Ontario Securities Commission and (ii) that the exhibits to the Registration Statement and the documents incorporated by reference in the U.S. Final Prospectus include all reports or information that in accordance with the requirements of Ontario securities laws, as interpreted and applied by the Ontario Securities Commission, must be made publicly available in connection with the offering of the Common Shares.

3. The issuance and sale of the Purchased Shares by the Corporation, the execution and delivery by the Corporation of the Underwriting Agreement and the performance by the Corporation of its obligations thereunder will not (i) breach or result in a default under those material agreements, indentures or instruments that have been identified in writing to the Corporation by the Underwriters, acting reasonably, not less than three business days prior to the Closing Date, or (ii) violate those laws, rules and regulations of the United States of America and the State of New York (“Applicable Law”), in each case which in such counsel’s experience are normally applicable to transactions of the type contemplated by the Underwriting Agreement or any judgment, order or decree of any New York or federal court or governmental authority binding upon the Corporation listed on a schedule to such counsel’s opinion. For purposes of such counsel’s opinion letter, “Applicable Law” does not include federal securities laws (except for purposes of the opinion expressed in paragraph 5 below) or state securities laws, anti-fraud laws, or any law, rule or regulation that is applicable to the Corporation, the Purchased Shares, the Underwriting Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Underwriting Agreement or any of its affiliates due to the specific assets or business of such party or such affiliate. With respect to clause (i) above, such counsel expresses no opinion with respect to any provision of any agreement, indenture or instrument to the extent that an opinion with respect to such provision would require making any financial, accounting or mathematical calculation or determination, and in the case of clauses (i) and (ii) above, where the breach, default or violation could not reasonably be expected to have a material adverse effect on the Corporation and its subsidiaries taken as a whole.

4. No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made is required by the Corporation under any Applicable Law for the issuance and sale of the Purchased Shares by the Corporation, the execution and delivery by the Corporation of the Underwriting Agreement and the performance by the Corporation of its obligations thereunder. For purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the State of New York or the United States of America.

5. The Corporation is not and, after giving effect to the offering and the sale of the Purchased Shares and the application of their proceeds as described in the U.S. Final Prospectus under the heading “Use of Proceeds,” will not be required to be registered as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

In rendering such opinion, such counsel may include customary assumptions and qualifications and may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, acting reasonably, and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Corporation and public officials and on the representations and warranties of the Corporation made in the Underwriting Agreement. References to the U.S. Final Prospectus in this Schedule B include any supplements thereto at the Closing Date.

Such counsel will state in a separate letter that they have participated in conferences and telephone conversations with representatives of the Underwriters, including their United States and Canadian counsel, officers and other representatives of the Corporation, and the independent registered public accountants for the Corporation, at which the contents of the Registration Statement and the U.S. Final Prospectus and related matters were discussed and, although such counsel has not undertaken to investigate or verify independently, and does not assume responsibility for, the accuracy or completeness or fairness of the statements contained in any of them (other than as explicitly stated in paragraph (ii) above), based upon such participation (and relying as to factual matters to the extent such counsel deems reasonable on officers, employees and other representatives of the Corporation), such counsel’s understanding of the U.S. federal securities laws and the experience such counsel has gained in its practice thereunder, such counsel advises that its work in connection with this matter did not disclose any information that caused such counsel to believe that (a) at the time it became effective, the Registration Statement (except for the financial statements, financial statement schedules and other financial or accounting data and all information regarding mineral properties derived from the reports of the “qualified persons” that have consented to the reference to their names and the inclusion of their reports in the Registration Statement included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, in each case as to which such counsel expresses no such belief), included an untrue statement of a material fact or omitted to

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state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) at the time the U.S. Final Prospectus was issued or at the Closing Time, the U.S. Final Prospectus (except for the financial statements, financial statement schedules and other financial or accounting data and all information regarding mineral properties derived from the reports of the “qualified persons” that have consented to the reference to their names and the inclusion of their reports in the Registration Statement included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, in each case as to which such counsel expresses no such belief) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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SCHEDULE C

ISSUER FREE WRITING PROSPECTUSES

Term Sheet dated January 25, 2017 (included in Schedule E)

Press release announcing the offering of Offered Shares dated January 25, 2017

SCHEDULE D

SIGNIFICANT SUBSIDIARIES

Alamos Gold Inc.

Minera Santa Rita, S.A. de C.V.

Minas de Oro Nacional S.A. de C.V.

Esperanza Silver de Mexico S.A. de C.V.

Kuzey Biga Madencilik Sanayi Ticaret A.S.

Dogu Biga Madencilik Sanayi Ticaret A.S.

Quartz Mountain Gold Ltd.

Carlisle Goldfields Ltd.

ALAMOS GOLD INC.

TREASURY OFFERING OF COMMON SHARES     January 25, 2017

SCHEDULE E

APPROVED MARKETING MATERIALS

An amended and restated preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the amended and restated preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

ISSUER:	Alamos Gold Inc. (“Alamos” or the “Company”)
AMOUNT:	US$250,027,500
ISSUE:	Treasury offering of 31,450,000 common shares of the Company (the “Common Shares”).
ISSUE PRICE:	US$7.95 per Common Share
OVER-ALLOTMENT  OPTION:	The Company has granted the Underwriters an option, exercisable at the Issue Price at any time up to 30 days following the closing of the offering, to purchase up to an additional 15% of the offering to cover over-allotments, if any.
USE OF PROCEEDS:	The Company intends to use the net proceeds of the offering and existing cash to repay all of its outstanding US$315 million senior unsecured 7.75% high yield notes maturing 2020.
LISTING:	Application will be made to list the Common Shares on the Toronto Stock Exchange (the “TSX”) and on the New York Stock Exchange (the “NYSE”). Listing will be subject to fulfilling all the listing requirements of the TSX and NYSE, respectively. The existing common shares of the Company are listed on the TSX and NYSE under the symbol “AGI”.
FORM OF OFFERING:	Public offering in all provinces and territories of Canada (excluding Quebec) by way of a short form prospectus and in the United States pursuant to a registration statement filed under the Multi-Jurisdictional Disclosure System and internationally as expressly permitted by the Company.
FORM OF UNDERWRITING:	Bought deal, subject to a mutually acceptable underwriting agreement containing “disaster out”, “regulatory out” and “material adverse change out” clauses running to Closing.
ELIGIBILITY:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.
BOOKRUNNERS:	TD Securities Inc., BMO Capital Markets and Macquarie Capital Markets Canada Ltd.
UNDERWRITING FEE:	4.00%
CLOSING:	February 9, 2017

ALAMOS GOLD INC.

TREASURY OFFERING OF COMMON SHARES     January 25, 2017

The Company has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you may request it from TD Securities Inc. in Canada, Attention: Symcor, NPM (tel: 289-360-2009, email: sdcconfirms@td.com), 1625 Tech Avenue, Mississauga ON L4W 5P5; or from TD Securities (USA) LLC in the United States. (tel: 212-827-7392), 31 W 52nd Street, New York NY 10019 or from Macquarie Capital Markets Canada Ltd. in Canada, email: linda.lang@macquarie.com; or from Macquarie Capital Markets North America Ltd., email: linda.lang@macquarie.com.

EX-3.2

Exhibit 3.2

UNDERWRITING AGREEMENT

January 31, 2017

Alamos Gold Inc.

181 Bay Street, Suite 3910

Toronto, Ontario

M5J 2T3

Attention: James R. Porter

Chief Financial Officer

TD Securities Inc., (“TDSI”), BMO Nesbitt Burns Inc. (“BMO”), Macquarie Capital Markets Canada Ltd. (collectively with TDSI and BMO, the “Bookrunners”), CIBC World Markets Inc., National Bank Financial Inc. Scotia Capital Inc., Desjardins Securities Inc., Haywood Securities Inc., Paradigm Capital Inc., RBC Dominion Securities Inc., Barclays Capital Canada Inc., GMP Securities L.P., HSBC Securities (Canada) Inc., Merrill Lynch Canada Inc., Raymond James Ltd., Citigroup Global Markets Canada Inc., and Morgan Stanley Canada Limited (collectively with the Bookrunners, the “Underwriters”) understand that Alamos Gold Inc. (the “Corporation”) proposes to issue and sell 31,450,000 Common Shares (as hereinafter defined) (the “Firm Shares”). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly or jointly and severally, agree to purchase from the Corporation, in the respective percentages provided for in Article 14 hereof, and by its acceptance hereof the Corporation agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all of the Firm Shares at a price of US$7.95 per Firm Share (the “Offering Price”), being an aggregate purchase price of US$250,027,500.

Upon and subject to the terms and conditions contained herein, the Corporation hereby grants to the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 4,717,500 Common Shares (the “Option Shares”) at a price of US$7.95 per Option Share to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised at any time and from time to time, in whole or in part, until the date that is 30 days following the Closing Date (as hereinafter defined) by written notice from the Bookrunners on the Underwriters’ behalf to the Corporation, setting forth the aggregate number of Option Shares to be purchased. If the Over-Allotment Option is exercised, the number of Option Shares specified in the notice shall be purchased by the Underwriters, severally, but not jointly or jointly and severally, in the same proportion as their respective obligations to purchase the Firm Shares as set forth in Article 14 hereof. Option Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the sale of the Firm Shares and for market stabilization purposes, if any, and provided further that the number of Option Shares does not exceed the Underwriters over-allotment position.

In consideration of the Underwriters’ agreement to purchase the Firm Shares and to offer them to the public, which agreement will result from the acceptance of this offer by the Corporation, and in consideration of the services rendered and to be rendered by the Underwriters in connection herewith, the Corporation agrees to pay to the Underwriters at the Closing Time a fee (the “Underwriting Fee”) equal to 4.00% of the aggregate purchase price for the Firm Shares and the Option Shares purchased by the Underwriters, being an aggregate fee with respect to the Firm Shares of US$10,001,100.

The services provided by the Underwriters in connection herewith will not be subject to the goods and services tax provided for in Part IX of the Excise Tax Act (Canada) and any taxable supplies provided will be incidental to the exempt financial services provided.

The agreement resulting from the acceptance of this letter by the Corporation (herein referred to as “this Agreement”) shall be subject to the following additional terms and conditions.

ARTICLE 1

DEFINITIONS

1.1 In this Agreement:

“Amendment No. 1 to the Registration Statement” means an amendment to the Initial Registration Statement, including the Canadian Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“Amendment No. 2 to the Registration Statement” means a further amendment to the Initial Registration Statement, including the Canadian Second Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“Amendment No. 3 to the Registration Statement” means a further amendment to the Initial Registration Statement, including the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“BAR” means the business acquisition report of the Corporation dated August 7, 2015;

“Bookrunners” has the meaning specified in the first paragraph of this Agreement;

“Canadian Amended Preliminary Prospectus” means the amended and restated preliminary short form prospectus of the Corporation dated January 26, 2017 relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference;

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“Canadian Final Prospectus” means the English and French language versions (unless the context otherwise requires) of the final short form prospectus of the Corporation relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference, including the template version of any marketing materials provided to potential investors in accordance with section 2.4 in connection with the Distribution of the Purchased Shares;

“Canadian Preliminary Prospectus” means the preliminary short form prospectus of the Corporation dated January 25, 2017 relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference;

“Canadian Prospectuses” means, collectively, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus and any Prospectus Amendment to any of the foregoing;

“Canadian Qualifying Jurisdictions” means each of the provinces and territories of Canada;

“Canadian Second Amended Preliminary Prospectus” means the English and French language versions (unless the context otherwise requires) of the second amended and restated preliminary short form prospectus of the Corporation to be dated January 31, 2017 relating to the Distribution of the Offered Shares and, unless the context otherwise requires, includes all documents incorporated therein by reference;

“Canadian Securities Laws” means all applicable securities laws in each of the Canadian Qualifying Jurisdictions and all rules, regulations, policy statements, instruments, notices and blanket orders and rulings thereunder;

“CDS” has the meaning specified in section 8.3;

“Claims” has the meaning specified in section 12.1;

“Closing Date” means February 9, 2017 or such other date as the Bookrunners and the Corporation may agree upon in writing, but in any event not later than 42 days following the date of the Passport Receipt for the Canadian Final Prospectus;

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date (or, if the context so requires, on the Option Closing Date) or such other time on the Closing Date (or, if the context so requires, on the Option Closing Date) as the Bookrunners and the Corporation may agree upon;

“Common Shares” means the class A common shares in the capital of the Corporation;

“comparables” has the meaning given to that term in NI 41-101;

“Corporation” has the meaning specified in the first paragraph of this Agreement;

“Designated Underwriter” means TDSI as “lead underwriter” within the meaning of NI 41-101;

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“Distribution” has the meaning attributed thereto under applicable Canadian Securities Laws;

“Effective Date” means the date and time that the Registration Statement becomes effective;

“Environmental Claim” means any administrative, regulatory or judicial action, suit, demand, demand letter, claim, lien, notice of non-compliance or violation, investigation or proceeding relating in any way to any Environmental Laws;

“Environmental Laws” means any federal, provincial, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or rule of common law and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to health, safety, pollution or protection of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

“Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto;

“Final Prospectuses” means, collectively, the Canadian Final Prospectus and the U.S. Final Prospectus;

“Financial Statements” means, collectively, the audited annual consolidated financial statements of the Corporation as at and for the years ended December 31, 2015 and December 31, 2014 together with the notes thereto and the report of the auditor thereon and the unaudited consolidated financial statements of the Corporation as at and for the three and nine month periods ended September 30, 2016 and September 30, 2015, together with the notes thereto;

“Financial Statements of Former Alamos” means, collectively, the audited annual consolidated financial statements of Former Alamos for the fiscal year ended December 31, 2014 together with the notes thereto and the report of the auditor thereon and the unaudited interim consolidated financial statements of Former Alamos for the three months ended March 31, 2015, together with the notes thereto;

“Firm Shares” has the meaning specified in the first paragraph of this Agreement;

“Former Alamos” has the meaning ascribed thereto in the BAR;

“Form F-10” means Form F-10 under the U.S. Securities Act;

“Form F-X” has the meaning specified in section 2.1(e);

“Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405 under the U.S. Securities Act;

“Governmental Agency” means any court or governmental agency or body having jurisdiction over the Corporation or any of its Significant Subsidiaries or any of their respective properties;

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“Governmental Authorization” has the meaning specified in section 7.1(d);

“Governmental Licenses” has the meaning specified in section 7.1(k);

“Hazardous Materials” means chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials, mold or other material or substance, exposure to which is prohibited, limited or regulated by any Governmental Agency;

“Indemnified Parties” has the meaning specified in section 12.1;

“Initial Registration Statement” means the registration statement on Form F-10 (File No. 333-215731) filed with the SEC on January 25, 2017 registering the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, and including the exhibits thereto and the documents incorporated by reference therein and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein;

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the U.S. Securities Act, of the Corporation;

“limited-use version” has the meaning ascribed to such term in NI 41-101;

“Lock-Up Period” has the meaning specified in section 7.3;

“marketing materials” has the meaning ascribed to such term under NI 41-101;

“material” or “materially”, when used in relation to the Corporation, means material in relation to the Corporation and its subsidiaries (taken as a whole);

“Material Adverse Effect” means an effect, change, development or event that alone or in conjunction with any other effect, change, development or event is materially adverse to the business, operations, assets or condition (financial or otherwise) of the Corporation and its subsidiaries, taken as a whole, or on the Corporation’s ability to perform its obligations under this Agreement or consummate the transactions contemplated herein;

“material change”, “material fact” and “misrepresentation” have the respective meanings attributed thereto under applicable Canadian Securities Laws;

“Money Laundering Laws” has the meaning specified in section 7.1(p);

“NI 41-101” means National Instrument 41-101 of the Canadian Securities Administrators;

“NI 44-101” means National Instrument 44-101 of the Canadian Securities Administrators;

“NP 11-202” means National Policy 11-202 of the Canadian Securities Administrators;

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“Offered Shares” means, collectively, the Firm Shares and the Option Shares;

“Offering Documents” means, collectively, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus, the Initial Registration Statement, Amendment No. 1 to the Registration Statement, Amendment No. 2 to the Registration Statement, Amendment No. 3 to the Registration Statement, the Registration Statement, any U.S. Registration Statement Amendment, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Second Amended Preliminary Prospectus, the U.S. Final Prospectus, any Issuer Free Writing Prospectus and any Prospectus Amendment;

“Offering Price” has the meaning specified in the first paragraph of this Agreement;

“Option Closing Date” has the meaning specified in section 8.2;

“Option Shares” has the meaning specified in the second paragraph of this Agreement;

“Over-Allotment Option” has the meaning specified in the second paragraph of this Agreement;

“Passport Receipt” means the receipt issued by the Principal Regulator, which is deemed to also be a receipt of the other Securities Commissions pursuant to the Passport System, for the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus and any Prospectus Amendment, as the case may be;

“Passport System” means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 adopted by the Securities Commissions (other than Ontario) and NP 11-202;

“Permitted Free Writing Prospectus” has the meaning specified in section 7.4;

“Person” has the meaning specified in section 7.1(n);

“Preliminary Prospectuses” means, collectively, the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus;

“Principal Regulator” means the Ontario Securities Commission;

“Prospectus Amendment” means any amendment to the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus, or any U.S. Amended Prospectus, other than the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus, the U.S. Amended Preliminary Prospectus and the U.S. Second Amended Preliminary Prospectus, and other than merely by incorporation by reference of Subsequent Disclosure Documents;

“provide”, in the context of sending or making available marketing materials to a potential purchaser of Offered Shares, has the meaning ascribed to such term under applicable Securities Laws, whether in the context of a “road show” (as defined in NI 41-101) or otherwise and “provided” has like meaning;

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“Public Record” means all information filed by or on behalf of the Corporation with the Securities Commissions after December 31, 2015, in compliance, or intended compliance, with applicable Canadian Securities Laws, together with all documents incorporated by reference in the Canadian Prospectuses;

“Purchased Shares” means the Firm Shares and, if the Over-Allotment Option is exercised, also includes the Option Shares that the Underwriters have, at the relevant time, elected to purchase pursuant to the exercise of the Over-Allotment Option;

“Registration Statement” means the registration statement on Form F-10 (File No. 333-215731) registering the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the exhibits thereto and the documents incorporated by reference therein and the documents deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, as amended at the date on which such registration statement becomes effective;

“Sanctions” has the meaning specified in section 7.1(n);

“SEC” means the United States Securities and Exchange Commission;

“Securities Commissions” means, collectively, the securities commission or similar securities regulatory authority in each of the Canadian Qualifying Jurisdictions;

“Securities Laws” means, collectively, the Canadian Securities Laws and the U.S. Securities Laws;

“SEDAR” means the computer system for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format known as the System for Electronic Document Analysis and Retrieval;

“Selling Firms” has the meaning specified in section 5.1;

“Significant Subsidiary” has the meaning specified in section 7.1(b);

“Subsequent Disclosure Documents” means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

“subsidiary” has the meaning attributed thereto in the Securities Act (Ontario);

“template version” has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated by such instrument;

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“TMX Group” has the meaning specified in section 17.9;

“Underwriters” has the meaning specified in the first paragraph of this Agreement;

“Underwriting Fee” has the meaning specified in the third paragraph of this Agreement;

“U.S. Amended Preliminary Prospectus” means, as of any time prior to the time the Registration Statement is declared or becomes effective, the Canadian Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in Amendment No. 1 to the Registration Statement, including the documents incorporated by reference therein;

“U.S. Amended Prospectus” means a prospectus included in any U.S. Registration Statement Amendment;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Final Prospectus” means the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Registration Statement at the time it becomes effective, including the documents incorporated by reference therein;

“U.S. Preliminary Prospectus” means, as of any time prior to the time the Registration Statement is declared or becomes effective, the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC included in the Initial Registration Statement, including the documents incorporated by reference therein;

“U.S. Prospectuses” means, collectively, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Second Amended Preliminary Prospectus, the U.S. Final Prospectus and any Prospectus Amendment to any of the foregoing;

“U.S. Registration Statement Amendment” means any amendment to Amendment No. 1 to the Registration Statement or Amendment No. 2 to the Registration Statement (other than Amendment No. 3 to the Registration Statement) and any post-effective amendment to the Registration Statement filed with the SEC during the offer and sale of the Offered Shares;

“U.S. Second Amended Preliminary Prospectus” means, as of any time prior to the time the Registration Statement is declared or becomes effective, the Canadian Second Amended Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, to be included in Amendment No. 2 to the Registration Statement, including the documents incorporated by reference therein;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

“U.S. Securities Laws” means all of the applicable federal and state securities laws and regulations of the United States, including without limitation the U.S. Securities Act, the U.S. Exchange Act and the respective rules and regulations of the SEC thereunder.

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Any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Initial Registration Statement, Amendment No. 1 to the Registration Statement, Amendment No. 2 to the Registration Statement, Amendment No. 3 to the Registration Statement, the Registration Statement, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Second Amended Preliminary Prospectus or the U.S. Final Prospectus shall be deemed to refer to and include the filing of any document under the Securities Laws after the Effective Date of the Registration Statement or the issue date of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Second Amended Preliminary Prospectus or the U.S. Final Prospectus, as the case may be, deemed to be incorporated therein by reference.

ARTICLE 2

FILING OF PROSPECTUSES

2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that:

(a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the Ontario Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses;

(b) the Corporation meets the general eligibility requirements for the use of Form F-10;

(c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions (other than in Québec);

(d) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Amended Preliminary Prospectus with the Securities Commissions (other than in Québec);

(e) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus;

(f) the Corporation has filed with the SEC Amendment No. 1 to the Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Amended Preliminary Prospectus;

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(g) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”);

(h) the Corporation shall, under Canadian Securities Laws:

(i) as promptly as practicable after the execution of this Agreement and in any event by 5:00 p.m. (Toronto time) on January 31, 2017 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Second Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and

(ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated no later than February 1, 2017 issued by the Principal Regulator evidencing that a receipt for the Canadian Second Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions;

(i) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:00 p.m. (Toronto time) on January 31, 2017 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 2 to the Registration Statement, including the U.S. Second Amended Preliminary Prospectus;

(j) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Second Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Second Amended Preliminary Prospectus have been satisfied, and in any event by 5:00 p.m. (Toronto time) on February 2, 2017 (or in any case by such later date or dates as may be determined by the Bookrunners in their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction;

(k) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:00 p.m. (Toronto time) on February 2, 2017 (or in any case, by such later date or dates as may be determined by the Bookrunners in their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 3 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 3 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the U.S. Securities Act; and

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(l) the Corporation will use all reasonable commercial efforts to obtain the conditional listing of the Offered Shares on the Toronto Stock Exchange by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the Toronto Stock Exchange, and approval for listing of the Offered Shares on the New York Stock Exchange by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both such exchanges.

2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to:

(a) confirm the Public Record is accurate and current in all material respects;

(b) fulfill the Underwriters’ obligations as underwriters; and

(c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters.

2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

2.4 During the Distribution of the Purchased Shares:

(a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Designated Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Shares, any such marketing materials to comply with Canadian Securities Laws and U.S. Securities Laws and to be acceptable in form and substance to the Corporation, in its sole discretion;

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(b) the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Shares;

(c) the Corporation shall file the template version of the English version of any such marketing materials on SEDAR on or before the day the marketing materials are first provided to any potential investor of Purchased Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as promptly as practicable following such filing. The French language version of any such marketing materials shall be filed on SEDAR prior to or concurrently with the filing of the Canadian Final Prospectus as contemplated herein and a copy thereof shall be delivered to the Underwriters as promptly as practicable following such filing; and

(d) following the approvals set forth in sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(2) of NI 44-101 to potential investors of Purchased Shares in accordance with Securities Laws.

2.5 The Corporation and the Designated Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Schedule E and Schedule F hereto.

2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Shares with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and then only to potential investors of Purchased Shares in the Canadian Qualifying Jurisdictions, the United States and other jurisdictions outside of Canada and the United States in compliance with applicable local laws in such jurisdictions.

ARTICLE 3

DELIVERY OF THE PROSPECTUSES AND RELATED DOCUMENTS

3.1 The Corporation shall deliver or cause to be delivered to the Underwriters and the Underwriters’ counsel the documents set out below at the respective times indicated:

(a) promptly following the issuance thereof, a Passport Receipt issued by the Principal Regulator evidencing that a receipt for each of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, and the Canadian Second Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions (other than Québec in the case of the Canadian Preliminary Prospectus and the Canadian Amended Preliminary Prospectus);

(b) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of the Canadian Amended Preliminary Prospectus, copies of the Canadian Amended Preliminary Prospectus, signed as required by Canadian Securities Laws;

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(c) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Canadian Second Amended Preliminary Prospectus and the Canadian Final Prospectus, copies of the Canadian Second Amended Preliminary Prospectus and the Canadian Final Prospectus, each in the English and French languages, signed as required by Canadian Securities Laws;

(d) prior to or contemporaneously, as nearly as practicable, with the filing thereof with the SEC, copies of Amendment No. 1 to the Registration Statement, Amendment No. 2 to the Registration Statement, and Amendment No. 3 to the Registration Statement, including in each case the prospectus contained therein, as filed with the SEC and copies of all exhibits and documents filed therewith which have not previously been delivered to the Underwriters;

(e) as soon as they are available, copies of the English and French language versions, as applicable, of any Prospectus Amendment required to be filed under any Canadian Securities Laws, signed as required by Canadian Securities Laws, and any amendment to the Registration Statement;

(f) as soon as they are available, copies of any documents incorporated by reference in or exhibits to the Canadian Prospectuses, the U.S. Prospectuses, the Registration Statement or any amendment to any of them which have not been made previously available on SEDAR or delivered to the Underwriters;

(g) at the time of delivery of the French language version of each of the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus or any Prospectus Amendment to the Underwriters pursuant to this section 3.1:

(i) an opinion of the Corporation’s Québec counsel, dated the date of the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus or the Prospectus Amendment, as the case may be, to the effect that, except for any financial statements and financial information which are the subject of the opinion of the Corporation’s auditor referred to below (collectively, the “Translated Financial Information”), each of the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus and such Prospectus Amendment, as the case may be, in the French language, together with any document or information in the French language incorporated by reference therein, including any marketing materials, is in all material respects a complete and accurate translation thereof in the English language, and

(ii) an opinion of the Corporation’s auditor, at the same time or times and substantially to the same effect, in respect of the Translated Financial Information; and

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(h) at the time of filing with the Securities Commissions of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, comfort letters from each of the Corporation’s auditor and the former auditor of Former Alamos, in each case, addressed to the Underwriters, the Corporation and the board of directors of the Corporation and dated the date of the Canadian Final Prospectus or any Prospectus Amendment to the Canadian Final Prospectus, as the case may be, in form and substance satisfactory to the Underwriters, acting reasonably, relating to the verification of certain of the financial information relating to the Corporation or Former Alamos, as applicable, and its respective subsidiaries contained in any such document, the Registration Statement and the U.S. Final Prospectus or incorporated by reference therein, which comfort letter shall be based on a review having a cut-off date not more than three business days prior to the date of such letter. Such letter shall also state that such auditor is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario and within the meaning of the U.S. Securities Act and the applicable published rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

3.2 The delivery to the Underwriters of the filed Canadian Amended Preliminary Prospectus, the filed Canadian Second Amended Preliminary Prospectus, and the Canadian Final Prospectus shall constitute a representation and warranty to the Underwriters by the Corporation that:

(a) the information and statements contained in the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus and the Canadian Final Prospectus, as the case may be (except any information and statements relating solely to the Underwriters which have been provided in writing to the Corporation by or on behalf of any Underwriter through the Bookrunners specifically for inclusion therein) constitute full, true and plain disclosure of all material facts relating to the Offered Shares as required by Canadian Securities Laws as at the respective dates thereof; and

(b) the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus or the Canadian Final Prospectus, as the case may be, does not contain a misrepresentation within the meaning of Canadian Securities Laws provided that such representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Bookrunners specifically for inclusion therein.

Such delivery shall also constitute the consent of the Corporation to the use of the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus and the Canadian Final Prospectus by the Underwriters in connection with the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and elsewhere outside the United States in compliance with this Agreement and applicable securities laws, including Securities Laws.

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3.3 The Corporation hereby represents, warrants and covenants to the Underwriters as follows:

(a) the documents incorporated by reference in the Offering Documents, when they were filed with the Securities Commissions, conformed in all material respects to the requirements of Canadian Securities Laws, and to the extent filed pursuant to the U.S. Exchange Act, conformed in all material respect to any applicable requirements of the U.S. Exchange Act when they were filed with the SEC; and any further documents incorporated by reference in the Offering Documents, when such documents are filed with the Securities Commissions or the SEC, as applicable, will conform in all material respects to the requirements of Canadian Securities Laws or the U.S. Exchange Act and the rules thereunder, as applicable;

(b) on the Effective Date, the Registration Statement will, and on the date it is first filed and at the Closing Time (including on any Option Closing Date) the U.S. Final Prospectus will, conform in all material respects with the U.S. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act; on the date first filed the Canadian Preliminary Prospectus and the Canadian Amended Preliminary Prospectus conformed, and on the date first filed the Canadian Second Amended Preliminary Prospectus and the Canadian Final Prospectus and any Prospectus Amendment will, and at the Closing Time the Canadian Final Prospectus, as amended by any Prospectus Amendment will, conform in all material respects with the applicable requirements of Canadian Securities Laws and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading; the Registration Statement, as of the Effective Date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Final Prospectus, as of its filing date and as of the Closing Time (including on any Option Closing Date), will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Bookrunners specifically for inclusion in the Registration Statement, the Canadian Prospectuses or the U.S. Final Prospectus;

(c) as of the time it was issued and as of the Closing Time (including on any Option Closing Date), each electronic roadshow, if any, when taken together as a whole with the U.S. Final Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter through the Bookrunners specifically for inclusion therein;

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(d) at the time the Initial Registration Statement was filed, the Corporation was not an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuer; and

(e) each Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference that has not been superseded or modified; if there occurs an event or development as a result of which the U.S. Prospectuses would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or as a result of which any Issuer Free Writing Prospectus would include any information that conflicts with the information contained in the Registration Statement, the Corporation will notify promptly the Bookrunners so that any use of the U.S. Prospectuses may cease until it is amended or supplemented; and each Issuer Free Writing Prospectus will comply in all material respects with the requirements of the U.S. Securities Act and the applicable rules and regulations of the SEC thereunder.

ARTICLE 4

COMMERCIAL COPIES OF PROSPECTUSES

4.1 The Corporation shall deliver, or cause to be delivered, to the Underwriters, as promptly as practicable and in any event no later than noon (local time) on the second business day following the date of filing of the Canadian Amended Preliminary Prospectus, at offices designated by the Underwriters, such number of commercial copies of the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus as the Underwriters may reasonably request by instructions to the printer thereof given no later than 5:00 p.m. (Toronto time) on the date of the filing of such documents. The Corporation shall, until the conclusion of the Distribution of the Offered Shares, as promptly as practicable following a reasonable request by the Underwriters, cause to be delivered to the Underwriters such additional commercial copies of the Canadian Amended Preliminary Prospectus and the U.S. Amended Preliminary Prospectus in such numbers and at such offices in such cities as the Underwriters may reasonably request from time to time.

4.2 The Corporation shall deliver, or cause to be delivered, to the Underwriters, as promptly as practicable and in any event no later than noon (local time) on the second business day following the date of filing of the Canadian Second Amended Preliminary Prospectus, at offices designated by the Underwriters, such number of commercial copies of the Canadian Second Amended Preliminary Prospectus and the U.S. Second Amended Preliminary Prospectus as the Underwriters may reasonably request by instructions to the printer thereof given no later than 5:00 p.m. (Toronto time) on the date of the filing of such documents. The Corporation shall, until the conclusion of the Distribution of the Offered Shares, as promptly as practicable following a reasonable request by the Underwriters, cause to be delivered to the Underwriters such additional commercial copies of the Canadian Second Amended Preliminary Prospectus and the U.S. Second

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Amended Preliminary Prospectus in such numbers and at such offices in such cities as the Underwriters may reasonably request from time to time.

4.3 The Corporation shall deliver, or cause to be delivered, to the Underwriters, as promptly as practicable and in any event no later than noon (local time) on the second business day following the date of the filing of the Canadian Final Prospectus with the Securities Commissions, at offices designated by the Underwriters, such number of commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus as the Underwriters may reasonably request by instructions to the printer thereof given no later than the day prior to the time when the Corporation plans to authorize the printing of the commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus. The Corporation shall, until the conclusion of the Distribution of the Offered Shares, as promptly as practicable following a reasonable request by the Underwriters, cause to be delivered to the Underwriters such additional commercial copies of the Canadian Final Prospectus and the U.S. Final Prospectus in such numbers and at such offices in such cities as the Underwriters may reasonably request from time to time.

4.4 The Corporation shall from time to time deliver to the Underwriters, as promptly as practicable at the offices in such cities designated by the Underwriters pursuant to sections 4.1 or 4.2, the number of copies of any documents incorporated, or containing information incorporated by reference in the Canadian Prospectuses or the U.S. Prospectuses and of any Subsequent Disclosure Documents which the Underwriters may from time to time reasonably request; provided that if such documents or information are generally available to the public, such documents or information shall be deemed to have been delivered in satisfaction of this request.

ARTICLE 5

DISTRIBUTION OF OFFERED SHARES

5.1 Each of the Underwriters covenants and agrees with the Corporation to offer the Offered Shares for sale to the public in the Canadian Qualifying Jurisdictions and the United States, directly (including through any affiliate of an Underwriter) and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, referred to herein as the “Selling Firms”), only in compliance with all applicable Securities Laws, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement.

5.2 Each of the Underwriters covenants and agrees with the Corporation:

(a) to offer the Offered Shares for sale to the public outside of Canada and the United States, directly (including through any affiliate of an Underwriter) and through other Selling Firms, only in compliance with all applicable laws and regulations in each jurisdiction into and from which they may offer or sell the Offered Shares, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement;

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(b) to use all reasonable efforts to complete and to cause the Selling Firms to complete the Distribution of the Offered Shares as soon as possible after the Closing Time; and

(c) to comply with applicable Securities Laws with respect to the use of “green sheets” and other marketing materials.

5.3 The Underwriters may, after a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, offer the Offered Shares at a price less than the Offering Price in compliance with Securities Laws and, specifically in the case of any Offered Shares offered in the Canadian Qualifying Jurisdictions, the requirements of NI 44-101 and the disclosure concerning the same which is contained in the Canadian Prospectuses. The Underwriters will notify the Corporation in writing if the Offering Price is to be reduced prior to commencing any such offer or sales.

5.4 For the purposes of this Article 5, the Underwriters shall be entitled to assume that the Distribution of the Offered Shares is qualified in each of the Canadian Qualifying Jurisdictions and that the Offered Shares are registered under U.S. federal securities laws after receipt by the Bookrunners of notification from the Corporation’s counsel that a Passport Receipt for the Canadian Final Prospectus has been issued or is deemed to be issued and that the Registration Statement has been declared or otherwise become effective, as applicable, unless the Underwriters receive notice to the contrary from the Corporation or any applicable securities regulatory authority.

5.5 No Underwriter will be liable to the Corporation under this Article 5 with respect to a default by another Selling Firm (that is not an affiliate of such Underwriter), another Underwriter, or the Corporation under this Agreement if neither the Underwriter nor any of its affiliated Selling Firms is itself in violation.

5.6 The Bookrunners will notify the Corporation when, in their opinion, the Underwriters have ceased Distribution of the Offered Shares and shall, as promptly as practicable, and in any event, no later than 25 days thereafter, provide the Corporation with a breakdown of the number of Offered Shares distributed in each of the Canadian Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to a Securities Commission.

ARTICLE 6

MATERIAL CHANGES

6.1 During the period commencing on the date hereof until the completion of the Distribution of the Offered Shares, the Corporation shall promptly notify the Underwriters, in writing, with full particulars of:

(a) any change (actual, anticipated, contemplated or threatened) in the business, operations, condition (financial or otherwise) or capital of the Corporation and its subsidiaries (taken as whole); or

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(b) any change in any matter covered by a statement contained in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or amendment or supplement to any of them; or

(c) any fact which has arisen which would have been required to have been stated in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document as amended or supplemented from time to time, had the fact arisen on or prior to the date thereof;

which change or fact in any such case is, or may be, of such a nature as: (i) to render the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented immediately prior to such change or fact, misleading or untrue in any material respect, or (ii) would result in a misrepresentation in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time immediately prior to such change or fact or (iii) would result in the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time immediately prior to such change or fact, not complying with any of the Securities Laws, or (iv) would result in it being necessary to amend the Registration Statement or to amend or supplement the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Second Amended Preliminary Prospectus, or the U.S. Final Prospectus in order that such document will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary in order to make the statements therein, in the case of the Registration Statement, not misleading, and in the case of the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus, the U.S. Second Amended Preliminary Prospectus or U.S. Final Prospectus, in light of the circumstances under which such statements are made, not misleading, or (v) would reasonably be expected to have a significant effect on the market price or market value of the Common Shares. The Corporation shall promptly comply with all applicable filing and other requirements, if any, under the Securities Laws arising as a result of such change or fact. In addition, if during the period of the Distribution of the Offered Shares under the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any Subsequent Disclosure Document, as amended or supplemented from time to time, there is any change in any applicable Securities Laws which results in a requirement to file a Prospectus Amendment, the Corporation shall make such filing as promptly as practicable. The Corporation shall also discuss with the Underwriters any change or fact in respect of which there may be doubt respecting the applicability of this section.

6.2 During the period commencing on the date hereof and ending on the completion of the Distribution of the Offered Shares, the Corporation shall promptly comply to the reasonable satisfaction of the Underwriters and their counsel with any applicable filing and other requirements under the Securities Laws arising as a result of any change, event or circumstance referred to in section 6.1 above and shall prepare and file under all applicable Securities Laws, with all reasonable dispatch, and in any event within any time limit prescribed under applicable Securities Laws, any Subsequent Disclosure Document or Prospectus Amendment or amendment or supplement to the Registration Statement as may be required under applicable Securities Laws; provided that the Corporation shall

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allow the Underwriters and their counsel to participate fully in the preparation of any such Subsequent Disclosure Document or Prospectus Amendment or amendment or supplement to the Registration Statement and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by them in any Prospectus Amendment and the Underwriters shall have approved the form of any Prospectus Amendment or amendment or supplement to the Registration Statement, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to the Underwriters and the Underwriters’ counsel a copy of each Prospectus Amendment or amendment or supplement to the Registration Statement signed as required by applicable Securities Laws, and each Subsequent Disclosure Document, in the English and French languages, such number of commercial copies of each Prospectus Amendment or amendment or supplement to the Registration Statement as the Underwriters may reasonably request, in the same manner as set forth in section 4.1 hereof, as well as opinions and letters with respect to each such Prospectus Amendment or amendment or supplement to the Registration Statement substantially similar to those referred to in section 3.1(f) above.

6.3 The delivery to the Underwriters of each Prospectus Amendment and Subsequent Disclosure Document shall constitute a representation and warranty to the Underwriters by the Corporation, with respect to the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus and the Canadian Final Prospectus, as amended, modified or superseded by such Prospectus Amendment or Subsequent Disclosure Document and by each Prospectus Amendment and Subsequent Disclosure Document previously delivered to the Underwriters as aforesaid, to the same effect as set forth in paragraphs (a) and (b) of section 3.2 above. Such delivery shall also constitute the consent of the Corporation to the use of the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus and the Canadian Final Prospectus, together with all Prospectus Amendments and Subsequent Disclosure Documents, as applicable, by the Underwriters in connection with the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and elsewhere outside the United States; provided that the use of the Canadian Amended Preliminary Prospectus, the Canadian Second Amended Preliminary Prospectus and the Canadian Final Prospectus, together with all Prospectus Amendments and Subsequent Disclosure Documents, as applicable, and the Distribution of the Offered Shares by the Underwriters is conducted in compliance with this Agreement and applicable securities laws, including Securities Laws.

6.4 During the period commencing on the date hereof and ending on the completion of the Distribution of the Offered Shares, the Corporation will promptly inform the Underwriters of the full particulars of:

(a) any request of any Securities Commission or the SEC for any amendment to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or any part of the Public Record or for any additional information;

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(b) the issuance by any Securities Commission, the SEC or by any other competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or, to the knowledge of the Corporation, threat of institution of any proceedings for that purpose; or

(c) the receipt by the Corporation of any communication from any Securities Commission, the SEC, the Toronto Stock Exchange, the New York Stock Exchange or any other competent authority relating to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, any Subsequent Disclosure Document or the Distribution of the Offered Shares,

and the Corporation will use its commercially reasonable efforts to prevent the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Offered Shares or the suspension of any such qualification and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Offered Shares or suspending any such qualification, to use its commercially reasonable efforts to obtain the withdrawal of such order as promptly as practicable.

ARTICLE 7

REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 The Corporation represents, warrants and covenants, as applicable, to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that:

(a) the Corporation is a validly subsisting corporation in good standing under the laws of the Province of Ontario, with the necessary corporate power and capacity to own, directly or indirectly, lease and operate, as applicable, its properties and conduct its business as described in the Preliminary Prospectuses and the Final Prospectuses;

(b) each subsidiary and partnership of the Corporation with total assets that exceed 10 percent of the total consolidated assets of the Corporation or revenues that exceed 10 percent of the total consolidated revenues of the Corporation as at and for the period ending on September 30, 2016, each of which is listed in Schedule D to this Agreement (each a “Significant Subsidiary”), has been duly organized and is subsisting and in good standing, if applicable, under the laws of the jurisdiction of its incorporation or organization, has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or indirectly, lease and operate, as applicable, its properties and to conduct its business as described in the Preliminary Prospectuses and the Final Prospectuses, except as otherwise disclosed in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses; except as otherwise disclosed in the Preliminary Prospectuses and the Final Prospectuses, all of the issued and outstanding shares or partnership interests (or other equity interests), as the case may be, of each of the Significant Subsidiaries have been duly authorized and validly issued, are (in the case of shares of a corporation) fully paid and non-assessable and are owned by the Corporation, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity;

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(c) the Corporation has the necessary corporate power and authority to enter into this Agreement, to issue the Offered Shares and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and is a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and except that rights of indemnity and contribution contained in this Agreement may be limited under applicable law;

(d) the issue and sale of the Offered Shares and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Corporation is bound or to which any of the property or assets of the Corporation is subject, which individually or in the aggregate would result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the constating documents and by-laws of the Corporation or (ii) any statute or any order, rule or regulation of any Governmental Agency and no consent, approval, authorization, order, registration, clearance or qualification (“Governmental Authorization”) of or with any such Governmental Agency is required for the issue and sale of the Offered Shares or the consummation by the Corporation of the transactions contemplated hereby, except such as have been, or will have been, prior to Closing Time, obtained under Securities Law and such Governmental Authorizations as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Shares by the Underwriters;

(e) neither the Corporation nor any of its subsidiaries is in violation of its articles and by-laws, if applicable, or, except as would not result in a Material Adverse Effect, in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(f) no labor dispute with the employees of the Corporation or any subsidiary exists or, to the knowledge of the Corporation, is imminent, which may reasonably be expected to result in a Material Adverse Effect;

(g) other than as set forth in the Preliminary Prospectuses and the Final Prospectuses, there are no actions, suits, proceedings, inquiries or investigations before, brought or pending by any court or Governmental Agency or body, domestic or foreign, to

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which the Corporation or any of its subsidiaries is a party or of which any property of the Corporation or any of its subsidiaries is the subject which, if determined adversely to the Corporation or any of such subsidiaries, would result in a Material Adverse Effect; and, to the Corporation’s knowledge, no such actions, suits, proceedings, inquiries or investigations are contemplated by any Governmental Agency or by others;

(h) the Corporation is not and, after giving effect to the offering and the sale of the Offered Shares and the application of their proceeds as described in the Preliminary Prospectuses and the Final Prospectuses, will not be required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder;

(i) except as disclosed in or contemplated by the Canadian Final Prospectus or any Prospectus Amendment and the U.S. Final Prospectus, subsequent to December 31, 2015, there has not been any material adverse change, actual, or to the knowledge of the Corporation, pending, in the business, operations or condition (financial or otherwise) of the Corporation and its subsidiaries, taken as a whole;

(j) other than as set forth in the Preliminary Prospectuses and the Final Prospectuses, and except as would not individually or in the aggregate result in a Material Adverse Effect, (i) each of the Corporation and the Significant Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations in each jurisdiction in which it carries on a material portion of its business, (ii) the Corporation and its subsidiaries are each in compliance with all applicable Environmental Laws, (iii) the Corporation and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the business as presently conducted and are each in compliance with their requirements, (iv) there are no pending or, to the knowledge of the Corporation, threatened Environmental Claims against the Corporation or any subsidiary; and (v) there are no orders for clean-up or remediation, or actions, suits or proceedings by any private party or Governmental Agency, against or affecting the Corporation or any of its subsidiaries alleging releases of Hazardous Materials or any violation of Environmental Laws;

(k) other than as set forth in the Preliminary Prospectuses and the Final Prospectuses, the Corporation and its Significant Subsidiaries have all licenses, franchises, permits, authorizations, approvals and orders and other concessions of and from all Governmental Agencies (“Governmental Licenses”) that are necessary to own or lease their respective properties and conduct their businesses as described in the Preliminary Prospectuses and the Final Prospectuses, except where such failure would not result in a Material Adverse Effect; the Corporation and its Significant Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the

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invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Corporation nor any of its Significant Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect;

(l) the Corporation or one of its subsidiaries, as applicable, has good and valid title to all real property owned or leased by the Corporation and each of its subsidiaries, free and clear of all mortgages, liens, security interests, claims, restrictions or encumbrances of any kind except (a) as described in the Preliminary Prospectuses and the Final Prospectuses, or (b) where any defect in or absence of such title would not, singly or in the aggregate, result in a Material Adverse Effect;

(m) with respect to information included in the Preliminary Prospectuses and the Final Prospectuses: (i) information relating to the Corporation’s estimates of mineral reserves and mineral resources as at the effective date of such estimates has been reviewed and verified by the Corporation or independent consultants to the Corporation as being consistent with the Corporation’s mineral reserve and mineral resource estimates as at the effective date of such estimates; (ii) the mineral reserve and mineral resource estimates have been prepared in accordance with National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) by or under the supervision of a qualified person as defined therein; (iii) the methods used in estimating the Corporation’s mineral reserves and mineral resources are in accordance with accepted mineral reserve and mineral resource estimation practices; (iv) the Corporation has duly filed with the Securities Commissions in compliance with Canadian Securities Laws all technical reports required by NI 43-101 to be filed with the Securities Commissions and all such reports (as amended) comply with the requirements thereof; and (v) to the knowledge of the Corporation, there have been no material changes to such information since the date of delivery or preparation thereof, except as disclosed in the Preliminary Prospectuses and the Final Prospectuses;

(n) (i) other than as set forth in the Preliminary Prospectuses and the Final Prospectuses, neither the Corporation nor any of its subsidiaries, nor any director or officer, nor, to the Corporation’s knowledge, any employee, agent, affiliate or representative of the Corporation or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

(A) the target of any sanctions (i) administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury or (ii) pursuant to the U.S. Iran Sanctions Act, as amended, or Executive Order 13590 (collectively, “Sanctions”), nor

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(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria);

(ii) the Corporation will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise);

(o) none of the Corporation, its subsidiaries or, to the knowledge of the Corporation, any director, officer, employee, agent, affiliate or representative of the Corporation or any of its subsidiaries, has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Agency, authority or instrumentality of any jurisdiction or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift, at the time it was made, was prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the Corruption of Foreign Public Officials Act (Canada), or the rules and regulations promulgated thereunder; and the Corporation and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein;

(p) the operations of the Corporation and its subsidiaries are, and have been, conducted at all times, in material compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Agency, authority or body or any arbitrator involving the Corporation or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;

(q) as of the date hereof and other than as disclosed in the Preliminary Prospectuses and the Final Prospectuses, (a) there are no material facts or material changes (within the meaning of Securities Laws) relating to the Corporation or the Significant Subsidiaries, or their respective businesses, which are required to be disclosed under Securities Laws but have not been publicly disclosed in the

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Corporation’s continuous disclosure filings, (b) no confidential material change report has been filed that remains confidential at the date hereof, and (c) the Corporation has filed all documents required to be filed by it under Securities Laws and such documents do not contain a misrepresentation (within the meaning of Canadian Securities Laws), or contain an untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made;

(r) (i) the Financial Statements of the Corporation included or incorporated by reference in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses, together with the related notes, present fairly in all material respects the financial position of the Corporation and its consolidated subsidiaries at the dates indicated and the earnings, retained earnings and cash flows of the Corporation and its consolidated subsidiaries for the periods specified; said consolidated financial statements comply in all material respects as to form with the applicable accounting requirements of Securities Laws as interpreted and applied by the SEC or the Securities Commissions, as applicable, and have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods involved; and the selected financial information included in the Preliminary Prospectuses and the Final Prospectuses presents fairly in all material respects the information shown therein and have been compiled or will be compiled on a basis consistent with the audited financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses; (ii) the Financial Statements of Former Alamos included in the BAR and incorporated by reference in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses, together with the related notes, present fairly in all material respects the financial position of Former Alamos and its consolidated subsidiaries at the dates indicated and the earnings, retained earnings and cash flows of Former Alamos and its consolidated subsidiaries for the periods specified; said consolidated financial statements comply in all material respects as to form with the applicable accounting requirements of Securities Laws as interpreted and applied by the SEC or the Securities Commissions, as applicable, and have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods involved; (iii) the unaudited pro forma consolidated balance sheet of the Corporation as at March 31, 2015 and the unaudited pro forma consolidated statement of operations of the Corporation for the three months ended March 31, 2015 and the year ended December 31, 2014, together with the notes thereto and the other information required by Part 8 of NI 51-102, included in the BAR and incorporated by reference in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses fairly present in all material respects the pro forma consolidated financial position, results of operations and earnings of the Corporation as at the dates and for the periods indicated after giving effect to the transactions and assumptions described in the related notes thereto. Such

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unaudited pro forma consolidated financial statements have been prepared in accordance with Canadian Securities Laws and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and assumptions referred to therein;

(s) (i) KPMG LLP, which has audited certain Financial Statements of the Corporation and its subsidiaries included or incorporated by reference in the Preliminary Prospectuses, Final Prospectuses and Registration Statement, is independent with respect to the Corporation within the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario, is registered with the Canadian Public Accountability Board and is an independent registered public accounting firm within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States); (ii) Ernst & Young LLP, which has audited certain Financial Statements of Former Alamos included in the BAR and incorporated by reference in the Preliminary Prospectuses, Final Prospectuses and Registration Statement, is independent with respect to Former Alamos within the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario, is registered with the Canadian Public Accountability Board and is an independent registered public accounting firm within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States);

(t) the Corporation is a “reporting issuer” or has equivalent status in each of the Canadian Qualifying Jurisdictions within the meaning of Canadian Securities Laws in such Canadian Qualifying Jurisdictions and since December 31, 2015, the Corporation has not received any correspondence or notice from a Securities Commission concerning a review of any of the Corporation’s continuous disclosure documents in respect of which any matters remain outstanding;

(u) the Corporation and its subsidiaries maintain “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the U.S. Exchange Act); such internal control over financial reporting and procedures are effective and the Corporation and its subsidiaries are not aware of any material weakness in their internal control over financial reporting;

(v) the Corporation and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the U.S. Exchange Act); such disclosure controls and procedures are effective;

(w) there is and has been no failure on the part of the Corporation and any of the Corporation’s directors or officers, in their capacities as such, to comply with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications;

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(x) the Corporation is authorized to issue an unlimited number of Common Shares of which, as at January 30, 2016, not more than 267,222,594 Common Shares were issued and outstanding, all of which Common Shares are issued as fully paid and non-assessable, and subject to the restrictions set forth in the Corporation’s articles, an unlimited number of first preferred shares, none of which are issued and outstanding as at the date hereof, and an unlimited number of second preferred shares, none of which are issued and outstanding as at the date hereof;

(y) when issued, all of the Purchased Shares will have been duly and validly issued as fully paid and non-assessable shares of the Corporation and will conform to the descriptions thereof in the Registration Statement, the Preliminary Prospectuses and the Final Prospectuses;

(z) except as provided for herein and under the Corporation’s employee stock option plans and dividend reinvestment plan, no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement (including convertible securities or warrants) for the purchase, subscription or issuance of Common Shares; and no person has the right to require the Corporation or any of its subsidiaries to qualify or register any securities for sale under the Canadian Securities Laws or the U.S. Securities Act by reason of the filing of the Canadian Prospectuses or the U.S. Prospectuses with any Securities Commission or the SEC or the filing of the Registration Statement with the SEC or the issuance and sale of the Offered Shares;

(aa) no Securities Commission or similar regulatory authority or the Toronto Stock Exchange or the New York Stock Exchange or the SEC has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation, and no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened;

(bb) the issued and outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange and the New York Stock Exchange and the Corporation is not in default of its listing requirements on the Toronto Stock Exchange of the New York Stock Exchange in any material respect;

(cc) Computershare Trust Company of Canada has been duly appointed as transfer agent and registrar for the Common Shares in Canada and Computershare Trust Company NA has been duly appointed as co-transfer agent and co-registrar for the Common Shares in the United States;

(dd) the Corporation has not taken, directly or indirectly, and will not take any action designed to or that would constitute or that would reasonably be expected to cause or result in, under Canadian Securities Laws or the U.S. Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Offered Shares;

(ee) the Corporation will timely file such reports pursuant to the U.S. Exchange Act as are necessary in order to make generally available to its securityholders an earnings statement for the purposes of, and to provide the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the U.S. Securities Act; and

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(ff) other than the Underwriters, there is no person acting or, to the knowledge of the Corporation, purporting to act at the request of the Corporation, who is entitled to any broker’s or finder’s fees in connection with the transactions contemplated herein.

7.2 The Corporation covenants and agrees with and in favour of the Underwriters that the net proceeds received by the Corporation from the Underwriters from the sale of the Offered Shares will be used for the purposes to be described in the Preliminary Prospectuses and the Final Prospectuses, subject to the qualifications described under the headings “Use of Proceeds” and “Risk Factors” in the Final Prospectuses.

7.3 During the period commencing on the date hereof and ending on the date which is 90 days from the Closing Date contemplated hereunder (the “Lock-Up Period”), the Corporation will not, without the prior written consent of the Bookrunners, on behalf of the Underwriters, which consent shall not be unreasonably withheld, directly or indirectly, offer, sell or issue for sale or resale, as the case may be, or publicly announce the issue or sale or intended issue or sale of, any securities of the Corporation, including Common Shares or financial instruments or securities convertible or exchangeable into Common Shares, or publicly announce its intention to do so or file a prospectus or registration statement with a Securities Commission or the SEC in respect thereof, in each case except: (i) as contemplated by this Agreement; (ii) as consideration in connection with an acquisition of assets or of a business or entity, a consolidation, merger, combination or plan of arrangement, or a transaction or series of transactions entered into in response to an unsolicited bid by a third party to engage in any of the foregoing transactions, (iii) under any of the Corporation’s equity-based compensation plans existing at the date hereof, (iv) pursuant to a dividend reinvestment plan, (v) pursuant to rights or obligations under securities or instruments outstanding on the date hereof or issued as permitted by (ii) or (iii) above, (vi) in the case of the filing of any shelf prospectuses or registration statements by the Corporation where Common Shares are not being distributed to the public (but, for clarity, Common Shares may be qualified pursuant to such prospectuses or registration statements), or (vii) in connection with the issuance, from time to time, of Common Shares, which qualify as “flow-through shares” as defined in the Income Tax Act (Canada), provided that the aggregate gross proceeds to the Corporation from such issuances do not exceed $10 million.

7.4 Unless the Corporation and the Bookrunners otherwise agree in writing, neither the Corporation nor any Underwriter has made and none of them will make any offer relating to the Offered Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses, if any, included in Schedule C hereto and in respect of any electronic roadshow furnished to the Bookrunners prior to first use and not objected to by the Bookrunners. Any such free writing prospectus consented to by the Bookrunners or the Corporation is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Corporation agrees that (i) it will treat each Permitted Free Writing Prospectus as an

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Issuer Free Writing Prospectus and (ii) it will comply with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.

ARTICLE 8

CLOSING

8.1 The closing of the purchase and sale of the Firm Shares shall take place at the Closing Time at the offices of Torys LLP in Toronto, Ontario.

8.2 The closing of the purchase and sale of any Option Shares shall be completed at the Closing Time on such date (the “Option Closing Date”), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, nor less than three nor more than five business days after the giving of the notice hereinafter referred to (provided that if the Option Closing Date is the same as the Closing Date, such notice may be given not less than two business days prior to the Option Closing Date), as shall be specified in a written notice from the Bookrunners, on behalf of the Underwriters, to the Corporation of the Underwriters’ determination to purchase that number of Option Shares specified in such notice. The closing of the purchase and sale of any Option Shares shall be completed at the offices of Torys LLP in Toronto, Ontario. If the Over-Allotment Option is exercised, all of the provisions of this Agreement relating to the purchase by the Underwriters of the Firm Shares shall apply mutatis mutandis in relation to the purchase by the Underwriters of any Option Shares at the Closing Time on the Option Closing Date.

8.3 At the Closing Time, the Corporation shall deliver to CDS Clearing and Depository Services Inc. (“CDS”), on behalf of the Underwriters, in electronic or certificated form, the Firm Shares registered in name or names as the Bookrunners may notify the Corporation not less than two business days before the Closing Date. The Bookrunners, on behalf of the Underwriters, shall furnish to CDS not less than two business days before the Closing Date, a breakdown of the number of Firm Shares to be allocated in the book-based system of CDS to the Underwriters and other brokers or dealers which are participants of CDS and act on behalf of beneficial owners, together with the financial institution numbers of each person to whom Firm Shares are to be allocated in the book-based system. The delivery of the Firm Shares in electronic or certificated form to CDS shall be made against payment by the Underwriters to the Corporation of the aggregate purchase price, net of the Underwriting Fee, for the Firm Shares by wire transfer in immediately available funds as set forth in section 8.4.

8.4 Payment of the amount of the aggregate purchase price for the Purchased Shares, net of the Underwriting Fee, shall be effected by wire transfer in immediately available U.S. dollars payable to the Corporation or as the Corporation may otherwise direct the Underwriters in writing not later than 5:00 p.m. (Toronto time) on the business day immediately preceding the Closing Date.

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ARTICLE 9

CONDITIONS PRECEDENT

9.1 The following are conditions precedent to the obligations of the Underwriters to close the transactions contemplated by this Agreement, which conditions the Corporation covenants to exercise all reasonable commercial efforts to have fulfilled at or prior to the Closing Time and which conditions may be waived in writing in whole or in part by the Underwriters at any time. If any of the conditions are not met, each of the Underwriters may terminate its obligations under this Agreement without prejudice to any other remedies it may have. At the Closing Time:

(a) the Canadian Final Prospectus shall have been filed with the Securities Commissions and the US Final Prospectus and the Registration Statement shall have been filed with the SEC; the Registration Statement shall have become effective under the U.S. Securities Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; no order having the effect of preventing or suspending the use of any prospectus (including any Issuer Free Writing Prospectus) relating to the Offered Shares shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Securities Commissions or the SEC; and all requests for additional information on the part of the Securities Commissions and the SEC shall have been complied with to the reasonable satisfaction of the Underwriters;

(b) the Underwriters shall have received a certificate, dated the Closing Date, from the President & Chief Executive Officer and the Chief Financial Officer of the Corporation, or by such other senior officers satisfactory to the Underwriters, acting reasonably, certifying on behalf of the Corporation and not in their respective personal capacity and without personal liability, that:

(i) the Corporation has complied with and satisfied, in all material respects, the covenants, terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;

(ii) the representations and warranties of the Corporation contained herein are true and correct in all materials respects (except in the case where such representations and warranties are qualified by “Material Adverse Effect” or other concepts of materiality, in which case such representations and warranties shall be true and correct in all respects) as of the Closing Time with the same force and effect as if made at and as of the Closing Time, except for such representations and warranties which are made as of a specific date other than the Closing Date; and

(iii) there has been no material adverse change, financial or otherwise, as at the Closing Date, in the business, operations, or condition (financial or otherwise) of the Corporation and its subsidiaries (taken as a whole) from that disclosed in the Canadian Final Prospectus, the U.S. Final Prospectus or any Prospectus Amendment;

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(c) the Corporation shall have furnished to the Underwriters evidence that the Offered Shares have been conditionally approved for listing and trading on the Toronto Stock Exchange and that the Common Shares purchased at that time will be posted for trading on the Toronto Stock Exchange and the New York Stock Exchange on the Closing Date;

(d) the Underwriters shall have received a comfort letter of each of the Corporation’s auditor and the former auditor of Former Alamos, in each case, addressed to the Underwriters, the Corporation and the board of directors of the Corporation, and dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing the information contained in the comfort letter or letters from such auditor referred to in section 3.1(f) hereof forward to the Closing Time, which comfort letter shall be based on a review having a cut-off date not more than three business days prior to the Closing Date;

(e) the Underwriters shall have received, dated the Closing Date (i) legal opinions from Torys LLP, Canadian counsel for the Corporation (or where applicable, opinions of local counsel as to the laws other than those of Canada and the Provinces of Alberta and Ontario), to the effect set forth in Schedule A hereto, (ii) legal opinions and a negative assurance letter from Torys LLP, U.S. counsel for the Corporation, to the effect set forth in Schedule B hereto, (iii) legal opinions from Fasken Martineau DuMoulin LLP, Canadian counsel for the Underwriters, with respect to the offering and sale of the Offered Shares in Canada, the Canadian Final Prospectus and other related matters as the Underwriters may reasonably require, and (iv) legal opinions and a negative assurance letter from Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel for the Underwriters, with respect to the offering and sale of the Offered Shares in the United States, the Registration Statement, the U.S. Final Prospectus (together with any supplement thereto) and other related matters as the Underwriters may reasonably require, it being understood that counsel for the Underwriters may rely on the opinions of counsel for the Corporation and the opinions of local counsel in the Canadian Qualifying Jurisdictions as to all matters not governed by the laws of the respective jurisdictions in which they are qualified to practice, and that all counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Corporation, auditors and public officials, and that the opinions of counsel may be subject to usual qualifications as to equitable remedies, creditors’ rights laws and public policy considerations;

(f) the Underwriters shall have received favourable legal opinions from counsel to the Corporation in the relevant local jurisdictions, dated as of the Closing Date and in form and substance acceptable to the Underwriters, acting reasonably, as to title matters in respect of each of the following properties: Young-Davidson, Mulatos, El Chanate, Aği Daği, Kirazli, Çamyurt and Lynn Lake;

(g) evidence satisfactory to the Bookrunners that FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering and sale of the Offered Shares;

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(h) the Underwriters shall have received a legal opinion, dated the Closing Date from Québec counsel for the Corporation, to the effect that the laws of the Province of Québec relating to the use of the French language in connection with the offering, issuance and sale of the Offered Shares in the Province of Québec have been complied with; and

(i) the Underwriters shall have received such further certificates and documents as the Bookrunners may reasonably request in order to evidence the satisfaction of any of the conditions in the Agreement.

ARTICLE 10

TERMINATION

10.1 In addition to any other remedies which may be available to the Underwriters, each Underwriter shall be entitled, at such Underwriter’s sole option, to terminate and cancel, without any liability on such Underwriter’s part, its obligations under this Agreement to purchase the Offered Shares, if any, by giving written notice to that effect to the Corporation and the other Underwriters at or prior to the Closing Time, as applicable, if after the execution and delivery of this Agreement and prior to the Closing Time, as applicable:

(a) trading generally shall have been suspended or materially limited on, or by, as the case may be, either of the Toronto Stock Exchange or the New York Stock Exchange;

(b) a material disruption in securities settlement, payment or clearance services in Canada or the United States shall have occurred;

(c) any moratorium on commercial banking activities shall have been declared by Canadian or United States authorities;

(d) any inquiry, investigation or proceeding in relation to the Corporation or its directors or officers, whether formal or informal, is commenced, announced, or threatened, which, in the opinion of that Underwriter, acting in good faith, would reasonably be expected to have a Material Adverse Effect;

(e) any law or regulation under or pursuant to any statute of Canada or of any province thereof, or of the United States or any state or territory thereof, is promulgated or changed which in the opinion of that Underwriter, acting in good faith, operates to prevent or materially restrict the distribution or trading of the Offered Shares or which, in the opinion of that Underwriter, acting in good faith, would reasonably be expected to have a material adverse effect on the market price or value of the Offered Shares or a Material Adverse Effect;

(f) there is, in the opinion of that Underwriter, acting in good faith, a material change or a change in any material fact or a new material fact arises that would reasonably be expected to have a material adverse effect on the market price or value of the Offered Shares or a Material Adverse Effect;

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(g) there shall have occurred any catastrophe, accident, natural disaster, public protest, war, outbreak or escalation of hostilities or terrorist action, or any change in financial markets, currency exchange rates or controls or any calamity or crisis, or any other occurrence of any nature whatsoever, that, in that Underwriter’s judgment, is material and adverse and which, singly or together with any other event specified in this clause, makes it, in that Underwriter’s judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Shares on the terms and in the manner contemplated in the Preliminary Prospectuses or the Final Prospectuses;

(h) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which, in the opinion of that Underwriter, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation and its subsidiaries (taken as a whole); or

(i) the Corporation is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement is false or becomes false in any material respect.

10.2 In the event of a termination by an Underwriter pursuant to this Article 10, there shall be no further liability on the part of such Underwriter to the Corporation or of the Corporation to such Underwriter in respect of the proposed Distribution of the Offered Shares, except in respect of the obligations of the Corporation under Article 12 and Article 13.

ARTICLE 11

CONDITIONS

11.1 All terms and conditions of this Agreement shall be construed as conditions and any breach or failure to comply in all material respects with any such terms or conditions which are for the benefit of the Underwriters shall entitle any of the Underwriters to terminate their obligation to purchase the Purchased Shares by notice in writing to that effect given to the Corporation and the other Underwriters at or prior to the Closing Time. The Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter.

ARTICLE 12

INDEMNIFICATION AND CONTRIBUTION

12.1 The Corporation shall indemnify and hold harmless each of the Underwriters and the Underwriters’ respective directors, officers, affiliates and employees and each person who controls any Underwriter within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act (collectively, the “Indemnified Parties”) from

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and against all liabilities, claims, demands, losses (other than loss of profit in connection with the Distribution or holding of the Offered Shares), costs, damages and expenses (including the fees and disbursements of counsel) (collectively, “Claims”) to which the Indemnified Party may be subject or which the Indemnified Party may suffer or incur, whether under the provisions of any statute or otherwise in any way caused by or arising directly or indirectly from or in consequence of:

(a) any information or statement in the Canadian Prospectuses, the Registration Statement, any Issuer Free Writing Prospectus, the U.S. Prospectuses or in any other document incorporated therein by reference, being or being alleged to be a misrepresentation or untrue, or any omission or alleged omission to state therein any information;

(b) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any amendment thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any untrue statement or alleged untrue statement of a material fact in the Canadian Prospectuses, U.S. Prospectuses, any Issuer Free Writing Prospectus or any amendment or supplement thereto, or any omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(c) the Corporation not complying with any requirement of Securities Laws in connection with the transactions contemplated herein;

(d) the breach of, default under or non-compliance with by the Corporation of any of the covenants, representations or warranties contained in this Agreement;

(e) any prohibition or restriction of trading in the securities of the Corporation or any prohibition or restriction affecting the Distribution of the Offered Shares imposed by any competent authority if such prohibition or restriction is based on any of the events referred to in subsections 12.1(a), (b) or (c); or

(f) any order made or any inquiry, investigation (whether formal or informal) or other proceedings commenced or threatened by any one or more competent authorities (not based upon the activities or the alleged activities of the Underwriters or their banking or selling group members, if any) relating to or materially affecting the trading or Distribution of the Offered Shares;

provided that the Corporation shall not be liable in such case to the extent that any such Claims arise out of or are based upon any misrepresentation or alleged misrepresentation of a material fact in, or any omission or alleged omission of a material fact from, the Canadian Prospectuses, the Registration Statement, any Issuer Free Writing Prospectus, the U.S. Prospectuses or in any other document incorporated therein by reference, or in any other material so filed, in such case made in reliance upon and in conformity with information furnished in writing to the Corporation by any of the Underwriters specifically for inclusion therein; and in such event, such

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Underwriter shall promptly reimburse the Corporation for the respective amounts received from the Corporation pursuant to this indemnity in respect of such Claims.

12.2 In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in section 12.1 is unavailable, in whole or in part, for any reason (other than any reason specified in section 12.1) to an Indemnified Party in respect of any Claims referred to therein, the Corporation shall contribute to the amount paid or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such Claims:

(a) in such proportion as is appropriate to reflect the relative benefits received by the Corporation, on the one hand, and the Underwriters, on the other hand, from the Distribution of the Offered Shares; or

(b) if the allocation provided by section (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in section (a) above but also the relative fault of the Corporation, on the one hand, and the Underwriters, on the other hand, in connection with the matters or things referred to in section 12.1 which resulted in such Claims, as well as any other relevant equitable considerations;

provided that the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Underwriting Fee or any portion thereof actually received. The relative benefits received by the Corporation, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the Distribution of the Offered Shares received by the Corporation is to the Underwriting Fees received by the Underwriters. The relative fault of the Corporation, on the one hand, and of the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the matters or things referred to in section 12.1 which resulted in such Claims relate to information supplied by or which ought to have been supplied by or steps or actions taken or done or not taken or done by or on behalf of the Corporation or to information supplied by or on behalf of the Underwriters. The parties agree that it would not be just and equitable if contribution pursuant to this section 12.2 were determined by pro rata allocation (even if the Underwriters were treated as one party for such purpose) or any other method of allocation which does not take into account the equitable considerations referred to above in this section 12.2. The Underwriters respective obligations to contribute pursuant to this section 12.2 are several in proportion to their respective underwriting obligations with respect to such Offered Shares and not joint.

12.3 If any claim contemplated by this Article 12 shall be asserted against any Indemnified Party, the Indemnified Party concerned shall promptly notify the Corporation and the Underwriters, in writing, of the nature of such claim (provided that any failure to so notify promptly, in writing, shall relieve the Corporation of liability under this Article 12 only to the extent that such failure materially prejudices the Corporation’s ability to defend such claim and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity provision), and the Corporation shall, subject as hereinafter provided, be entitled (but not required) to assume the defence of any suit or proceeding (including any governmental or regulatory investigation or

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proceeding) brought to enforce such claim. Any such defence shall be through legal counsel acceptable to the Indemnified Party (whose acceptance shall not be unreasonably withheld) and no admission of liability or settlement shall be made by the Corporation or any Indemnified Party in respect of any Indemnified Party without, in each case, the prior written consent of all the Underwriters, and no admission of liability or settlement shall be made by any Indemnified Party without the prior written consent of the Corporation. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the Corporation fails to assume the defence of such suit on behalf of the Indemnified Party within a reasonable period of time; or (ii) the employment of such counsel has been authorized in writing by the Corporation; or (iii) the named parties to any such suit or proceeding include both the Indemnified Party and the Corporation and the Indemnified Party shall have received advice from counsel that there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Corporation, in which case, if such Indemnified Party notifies the Corporation in writing that it elects to employ separate counsel at the expense of the Corporation, the Corporation shall not have the right to assume the defence of such suit or proceeding on behalf of the Indemnified Party and shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party, it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Parties. The Corporation shall not be liable for any settlement of any action or suit effected without its written consent. It is the intention of the Corporation to constitute each of the Underwriters as trustees for the Underwriters’ directors, officers, affiliates, employees and control persons, of the covenants of the Corporation under section 12.1 with respect to the Underwriters’ directors, officers, affiliates, employees and control persons and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

12.4 The rights provided in this Article 12 shall be in addition to and not in derogation of any other right which the Underwriters may have by statute or otherwise at law.

12.5 Notwithstanding anything else contained in this Agreement, no person who has been determined by a court of competent jurisdiction in a final judgment to have engaged in fraud, fraudulent misrepresentation, willful misconduct or gross negligence shall be entitled to claim indemnification pursuant to section 12.1 or contribution pursuant to section 12.2 from any person who has not also been so determined to have engaged in such fraud, fraudulent misrepresentation, willful misconduct or gross negligence. For greater certainty, the Corporation and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation (i) as necessary to provide the Underwriters with reasonable grounds for believing the Offering Documents contained no misrepresentation or (ii) under section 11(b) of the U.S. Securities Act shall constitute “fraud”, “fraudulent misrepresentation”, “willful misconduct” or “gross negligence” for purposes of this Section 12.5 or otherwise disentitle the Underwriters from indemnification hereunder.

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12.6 Without limiting the generality of section 12.5, the rights of indemnity provided under section 12.1 and rights of contribution provided under section 12.2 shall not apply if the Corporation has complied with subsections 3.1(a), (b), (c) and (d) and Article 6, as applicable, and the person asserting any claim contemplated by this Article 12 has not been provided with a copy of the Canadian Prospectuses or U.S. Prospectuses (as appropriate) or any Prospectus Amendment that corrects any misrepresentation or alleged misrepresentation that is the basis for such claim and that is required, under applicable Securities Laws, to be delivered to such person by the Underwriters.

ARTICLE 13

EXPENSES

13.1 If the transactions herein contemplated are completed, all expenses of or incidental to the issue and offering of the Offered Shares shall be borne by the Corporation, including, without limitation, expenses payable in connection with the qualification of the Offered Shares for Distribution in the Canadian Qualifying Jurisdictions and in the United States; the preparation, printing, issuance and delivery of certificates for the Offered Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Shares; if applicable, any registration or qualification of the Offered Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees relating to such registration and qualification); any filings required to be made with the Financial Industry Regulatory Authority, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); the travel, transportation and other expenses of the Corporation in connection with presentations to prospective purchasers of the Offered Shares; all other costs and expenses of the Corporation and its representatives incidental to the performance by the Corporation of its obligations hereunder; the fees and expenses of counsel and auditor for the Corporation; listing fees; and all costs incurred in connection with the preparation, printing, filing and delivery of the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses and any marketing materials and Issuer Free Writing Prospectus, excepting Underwriters’ out-of-pocket expenses, costs of translation of the Canadian Second Amended Preliminary Prospectus, the Canadian Final Prospectus and any Prospectus Amendment, in each case including all documents incorporated by reference therein, and the fees and expenses of counsel for the Underwriters. The Underwriters’ reasonable out-of-pocket expenses and fees and expenses of counsel for the Underwriters shall be paid by the Underwriters except that the Underwriters will be reimbursed by the Corporation for all of the reasonable fees and expenses incurred by the Underwriters (including the reasonable fees and expenses of their counsel) if the sale of the Offered Shares as contemplated herein is not completed other than by reason of default by any of the Underwriters.

ARTICLE 14

SEVERAL OBLIGATIONS

14.1 The Underwriters’ obligations to purchase the Firm Shares at the Closing Time shall be several and not joint and the Underwriters’ respective obligations in this respect shall be in the following percentages of the Firm Shares to be purchased at that time:

TD Securities Inc.	16.0	%
BMO Capital Markets	16.0	%
Macquarie Capital Markets Canada Ltd.	16.0	%

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CIBC World Markets Inc.	8.0	%
National Bank Financial Inc.	8.0	%
Scotia Capital Inc.	8.0	%
Desjardins Securities Inc.	4.0	%
Haywood Securities Inc.	4.0	%
Paradigm Capital Inc.	4.0	%
RBC Dominion Securities Inc.	4.0	%
Barclays Capital Canada Inc.	2.0	%
GMP Securities L.P.	2.0	%
HSBC Securities (Canada) Inc.	2.0	%
Merrill Lynch Canada Inc.	2.0	%
Raymond James Ltd.	2.0	%
Citigroup Global Markets Canada Inc.	1.0	%
Morgan Stanley Canada Limited	1.0	%
	100.0	%

No Underwriter shall be obligated to take up and pay for any of the Firm Shares to be purchased by it unless the other Underwriters simultaneously take up and pay for the percentage of Firm Shares set out opposite their name above.

ARTICLE 15

BOOKRUNNERS

15.1 All steps which must or may be taken by the Underwriters in connection with this Agreement but with the exception of the steps contemplated by Article 10, Article 11, Article 12 and Article 14 hereof may be taken by the Bookrunners on the Underwriters’ behalf (or the Designated Underwriter in the case of sections 2.4(b) and 2.5), and this Agreement is the Corporation’s authority for dealing solely with, and accepting notification from, the Bookrunners (or the Designated Underwriter in the case of sections 2.4(b) and 2.5) with respect to any such steps on their behalf. Other than as set forth in this section 15.1, no action by any Underwriter shall be binding on any other Underwriter.

ARTICLE 16

NOTICES

16.1 Any notices or other communication to be given hereunder shall:

(a) in the case of notice to the Corporation, be addressed to the attention of the Chief Financial Officer at the address on page 1 hereof (e-mail: jporter@alamosgold.com); and

(b) in the case of notice to the Underwriters, be addressed as follows:

TD Securities Inc.

TD Tower, 9^th Floor

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66 Wellington St. W,

Toronto ON M5K 1A2

Attention: Sajid Rizvi, Managing Director

E-mail:     sajid.rizvi@tdsecurities.com

Any notice or other communication shall be in writing and, unless delivered personally to a responsible officer of the addressee, shall be given by e-mail, and shall be deemed to be given at the time e-mailed or delivered, if e-mailed or delivered to the recipient on a business day (in the city in which the addressee is located) and before 5:00 p.m. (local time in the city in which the addressee is located) on such business day, and otherwise shall be deemed to be given at 9:00 a.m. (local time in the city in which the addressee is located) on the next following business day (in the city in which the addressee is located). Any party hereto may change its address for notice by notice to the other parties hereto given in the manner herein provided.

ARTICLE 17

MISCELLANEOUS

17.1 Unless otherwise indicated, all references herein to currency shall be to the lawful money of Canada.

17.2 The representations, warranties and covenants contained in this Agreement shall survive the purchase by the Underwriters of the Offered Shares and shall continue in full force and effect unaffected by any subsequent disposition by the Underwriters of the Offered Shares.

17.3 Time shall be of the essence of this Agreement.

17.4 This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original but which together shall constitute one and the same agreement. A signed counterpart of this Agreement provided by way of e-mail or other electronic transmission shall be as binding upon the parties as an originally signed counterpart.

17.5 If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

17.6 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario. Each of the parties hereto irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.

17.7 The terms of this Agreement amend and restate the underwriting agreement date January 26, 2017 between the parties hereto and otherwise supersede any previous verbal or written agreement between or among the Corporation and the Underwriters (or any of them) with respect to the subject matter hereof, including the letter agreement by and between TDSI and the Corporation dated January 25, 2017.

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17.8 Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purposes of giving effect to this Agreement and shall use reasonable commercial efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

17.9 Each of TDSI, BMO, CIBC World Markets Inc., National Bank Financial Inc. and Scotia Capital Inc. or their affiliates, own or control an equity interest in TMX Group Limited (“TMX Group”) and has a nominee director serving on TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Toronto Stock Exchange, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

17.10  The Corporation acknowledges and agrees that (i) the issue and sale of the Offered Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Corporation, on the one hand, and the Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Corporation, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favour of the Corporation with respect to the Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Corporation on other matters) or any other obligation to the Corporation except the obligations expressly set forth in this Agreement and (iv) the Corporation has consulted its own legal and financial advisors to the extent it deemed appropriate.

[remainder of page intentionally left blank]

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If the foregoing is acceptable to you, please signify such acceptance by executing and returning the enclosed copy of this Agreement to the Bookrunners. Such acceptance will constitute an agreement for the purchase by the Underwriters and sale by the Corporation of the Common Shares on the terms set out herein. Delivery of a signed counterpart hereof by means of e-mail shall be as effective as delivery of an originally signed counterpart.

TD SECURITIES INC.		BMO NESBITT BURNS INC.
Per:	“Sajid Rizvi”	Per:	“Joshua Goldfarb”
	Sajid Rizvi		Joshua Goldfarb
MACQUARIE CAPITAL MARKETS CANADA LTD.		CIBC WORLD MARKETS INC.
Per:	“David Cobbold”	Per:	“Steven Reid”
	David Cobbold		Steven Reid
Per:	“Leif Nilsson”
	Leif Nilsson
NATIONAL BANK FINANCIAL INC.		SCOTIA CAPITAL INC.
Per:	“Jason Ellefson”	Per:	“Peter Collibee”
	Jason Ellefson		Peter Collibee
DESJARDINS SECURITIES INC.		HAYWOOD SECURITIES INC.
Per:	“François Carrier”	Per:	“Ryan Matthiesen”
	François Carrier		Ryan Matthiesen
PARADIGM CAPITAL INC.		RBC DOMINION SECURITIES INC.
Per:	“Bruno Kaiser”	Per:	“Lance Rishor”
	Bruno Kaiser		Lance Rishor
BARCLAYS CAPITAL CANADA INC.		GMP SECURITIES L.P.
Per:	“Paul Knight”	Per:	“Michael Barman”
	Paul Knight		Michael Barman
HSBC SECURITIES (CANADA) INC.		MERRILL LYNCH CANADA INC.
Per:	“Michael Silver”	Per:	“Jamie Hancock”
	Michael Silver		Jamie Hancock

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RAYMOND JAMES LTD.		CITIGROUP GLOBAL MARKETS CANADA INC.
Per:	“Gavin McOuat”	Per:	“Grant Kernaghan”
	Gavin McOuat		Grant Kernaghan
MORGAN STANLEY CANADA LIMITED
Per:	“Richard Tory”
	Richard Tory

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Accepted and agreed to on January 31, 2017.

ALAMOS GOLD INC.
Per:	“James R. Porter”
	James R. Porter
	Chief Financial Officer

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SCHEDULE A

OPINION OF TORYS LLP

CANADIAN COUNSEL TO THE CORPORATION

1. The Corporation is a corporation existing under the laws of the Province of Ontario and has the corporate capacity and power to own and lease its properties and assets.

2. The authorized share capital of the Corporation consists of an unlimited number of Common Shares.

3. The Corporation has the necessary corporate power to enter into and deliver the Underwriting Agreement and to perform its obligations thereunder and to carry out the transactions contemplated thereby, and the Underwriting Agreement has been duly authorized, executed and delivered by the Corporation and is a legal, valid and binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to customary qualifications

4. All necessary corporate actions have been taken by the Corporation to authorize the execution and delivery of the Underwriting Agreement and the performance of its obligations thereunder.

5. All necessary corporate actions have been taken by the Corporation to validly issue the Offered Shares to the Underwriters and, upon the Corporation having received the consideration for the issue thereof, the Purchased Shares shall have been validly issued and are outstanding as fully paid and non-assessable shares of the Corporation.

6. The Preliminary Prospectuses, the Final Prospectuses and any Prospectus Amendment, have been duly authorized and/or executed by the Corporation.

7. Each of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any amendment or supplement thereto (in each case, excluding the financial statements and financial schedules and other financial and statistical data included therein, as to which counsel does not express any opinion), including the documents incorporated by reference therein appears on its face as of the date thereof to have been appropriately responsive in all material respects to the requirements of Ontario securities law (as such term is defined in the Securities Act (Ontario)); provided that counsel expresses no opinion as to whether the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus and any amendment or supplement thereto contains full, true and plain disclosure of all material facts.

8. The attributes of the Common Shares of the Corporation conform in all material respects with the description thereof in the Final Prospectuses.

9. The execution and delivery by the Corporation of, and the performance by the Corporation of its obligations under, the Underwriting Agreement will not contravene any provisions of (i) the articles or by-laws of the Corporation; (ii) any applicable laws of the Province of Ontario or the federal laws of Canada applicable therein; or (iii) those

material agreements to which the Corporation is party that have been identified in writing to the Corporation by the Underwriters, acting reasonably, not less than three business days prior to the Closing Date, except in the case of (iii), such contraventions that, individually, or in the aggregate, would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business or properties of the Corporation and its subsidiaries, taken as a whole.

10. No consent, approval or authorization or order of or registration, qualification, recording or filing with any governmental body or agency is required for the execution, delivery and performance by the Corporation of the Underwriting Agreement or the consummation by the Corporation of the transactions contemplated therein, except such as may have been made or obtained.

11. All necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the laws of each of the Canadian Qualifying Jurisdictions in order to qualify the Distribution of the Offered Shares to the public in each of such Canadian Qualifying Jurisdictions by or through persons duly registered under the applicable laws of such Canadian Qualifying Jurisdictions who have complied with the relevant provisions of such laws.

12. Computershare Trust Company of Canada has been duly appointed as the transfer agent and registrar for the Common Shares.

13. The Offered Shares have been conditionally approved for listing on the Toronto Stock Exchange subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Toronto Stock Exchange in similar circumstances;

14. The statements in the Canadian Final Prospectus under the caption “Certain Canadian Federal Income Tax Considerations” fairly summarize the matters referred to therein, subject to specific limitations and qualifications stated or referred to therein and applicable thereto.

15. Subject to the specific limitations and qualifications stated or referred to therein and applicable thereto, the Offered Shares are qualified investments for certain tax-deferred plans as set forth under the caption “Eligibility for Investment” in the Canadian Final Prospectus as if the reference therein to the date of the prospectus read “as of the Closing Date”.

16. No withholding tax imposed under the federal laws of Canada or the laws of the Province of Ontario will be payable in respect of any commission or fee to be paid by the Corporation pursuant to the Underwriting Agreement to an Underwriter that is not resident in Canada for purposes of the Income Tax Act (Canada), provided that such Underwriter deals at arm’s length with the Corporation (as such term is understood for purposes of the Income Tax Act (Canada)), any such commission or fee is payable in respect of services rendered by such Underwriter wholly outside of Canada that are performed in the ordinary course of a business carried on by the Underwriter that includes the performance of such services for a fee and any such amount is reasonable in the circumstance.

A-2

SCHEDULE B

OPINION OF TORYS LLP

U.S. COUNSEL TO THE CORPORATION

1. The statements in the U.S. Final Prospectus under the heading “Certain Federal Income Tax Considerations for U.S. Residents” to the extent that they constitute summaries of United States federal law or regulations or legal conclusions, have been reviewed by such counsel and fairly summarize the matters described under that heading in all material respects.

2. The Registration Statement and the U.S. Final Prospectus, as of their respective effective or issue times, appear on their face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act, except for the financial statements, financial statement schedules and other financial and statistical data included or incorporated by reference in or omitted from either of them, as to which such counsel expresses no opinion; the Form F-X, as of its date, appears on its face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act. Such counsel shall assume for purposes of this paragraph, (i) the compliance of the Canadian Final Prospectus with the requirements of Ontario securities laws, as interpreted and applied by the Ontario Securities Commission and (ii) that the exhibits to the Registration Statement and the documents incorporated by reference in the U.S. Final Prospectus include all reports or information that in accordance with the requirements of Ontario securities laws, as interpreted and applied by the Ontario Securities Commission, must be made publicly available in connection with the offering of the Common Shares.

3. The issuance and sale of the Purchased Shares by the Corporation, the execution and delivery by the Corporation of the Underwriting Agreement and the performance by the Corporation of its obligations thereunder will not (i) breach or result in a default under those material agreements, indentures or instruments that have been identified in writing to the Corporation by the Underwriters, acting reasonably, not less than three business days prior to the Closing Date, or (ii) violate those laws, rules and regulations of the United States of America and the State of New York (“Applicable Law”), in each case which in such counsel’s experience are normally applicable to transactions of the type contemplated by the Underwriting Agreement or any judgment, order or decree of any New York or federal court or governmental authority binding upon the Corporation listed on a schedule to such counsel’s opinion. For purposes of such counsel’s opinion letter, “Applicable Law” does not include federal securities laws (except for purposes of the opinion expressed in paragraph 5 below) or state securities laws, anti-fraud laws, or any law, rule or regulation that is applicable to the Corporation, the Purchased Shares, the Underwriting Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Underwriting Agreement or any of its affiliates due to the specific assets or business of such party or such affiliate. With respect to clause (i) above, such counsel expresses no opinion with respect to any provision of any agreement, indenture or instrument to the extent that an opinion with respect to such provision would require making any financial, accounting or mathematical calculation or determination, and in the case of clauses (i) and (ii) above, where the breach, default or violation could not reasonably be expected to have a material adverse effect on the Corporation and its subsidiaries taken as a whole.

4. No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made is required by the Corporation under any Applicable Law for the issuance and sale of the Purchased Shares by the Corporation, the execution and delivery by the Corporation of the Underwriting Agreement and the performance by the Corporation of its obligations thereunder. For purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the State of New York or the United States of America.

5. The Corporation is not and, after giving effect to the offering and the sale of the Purchased Shares and the application of their proceeds as described in the U.S. Final Prospectus under the heading “Use of Proceeds,” will not be required to be registered as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

In rendering such opinion, such counsel may include customary assumptions and qualifications and may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, acting reasonably, and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Corporation and public officials and on the representations and warranties of the Corporation made in the Underwriting Agreement. References to the U.S. Final Prospectus in this Schedule B include any supplements thereto at the Closing Date.

Such counsel will state in a separate letter that they have participated in conferences and telephone conversations with representatives of the Underwriters, including their United States and Canadian counsel, officers and other representatives of the Corporation, and the independent registered public accountants for the Corporation, at which the contents of the Registration Statement and the U.S. Final Prospectus and related matters were discussed and, although such counsel has not undertaken to investigate or verify independently, and does not assume responsibility for, the accuracy or completeness or fairness of the statements contained in any of them (other than as explicitly stated in paragraph (ii) above), based upon such participation (and relying as to factual matters to the extent such counsel deems reasonable on officers, employees and other representatives of the Corporation), such counsel’s understanding of the U.S. federal securities laws and the experience such counsel has gained in its practice thereunder, such counsel advises that its work in connection with this matter did not disclose any information that caused such counsel to believe that (a) at the time it became effective, the Registration Statement (except for the financial statements, financial statement schedules and other financial or accounting data and all information regarding mineral properties derived from the reports of the “qualified persons” that have consented to the reference to their names and the inclusion of their reports in the Registration Statement included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, in each case as to which such counsel expresses no such belief), included an untrue statement of a material fact or omitted to

B-2

state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) at the time the U.S. Final Prospectus was issued or at the Closing Time, the U.S. Final Prospectus (except for the financial statements, financial statement schedules and other financial or accounting data and all information regarding mineral properties derived from the reports of the “qualified persons” that have consented to the reference to their names and the inclusion of their reports in the Registration Statement included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, in each case as to which such counsel expresses no such belief) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

B-3

SCHEDULE C

ISSUER FREE WRITING PROSPECTUSES

Term Sheet dated January 25, 2017 (included in Schedule E)

Press release announcing the offering of Offered Shares dated January 25, 2017

Term Sheet dated January 26, 2017 (included in Schedule F)

Amended press release announcing the offering of Offered Shares dated January 26, 2017

SCHEDULE D

SIGNIFICANT SUBSIDIARIES

Minera Santa Rita, S.A. de C.V.

Minas de Oro Nacional S. de R.I. de C.V.

ALAMOS GOLD INC.

TREASURY OFFERING OF COMMON SHARES January 25, 2017

SCHEDULE E

APPROVED MARKETING MATERIALS

An amended and restated preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the amended and restated preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

ISSUER:	Alamos Gold Inc. (“Alamos” or the “Company”)
AMOUNT:	US$250,027,500
ISSUE:	Treasury offering of 31,450,000 common shares of the Company (the “Common Shares”).
ISSUE PRICE:	US$7.95 per Common Share
OVER-ALLOTMENT OPTION:	The Company has granted the Underwriters an option, exercisable at the Issue Price at any time up to 30 days following the closing of the offering, to purchase up to an additional 15% of the offering to cover over-allotments, if any.
USE OF PROCEEDS:	The Company intends to use the net proceeds of the offering and existing cash to repay all of its outstanding US$315 million senior unsecured 7.75% high yield notes maturing 2020.
LISTING:	Application will be made to list the Common Shares on the Toronto Stock Exchange (the “TSX”) and on the New York Stock Exchange (the “NYSE”). Listing will be subject to fulfilling all the listing requirements of the TSX and NYSE, respectively. The existing common shares of the Company are listed on the TSX and NYSE under the symbol “AGI”.
FORM OF OFFERING:	Public offering in all provinces and territories of Canada (excluding Quebec) by way of a short form prospectus and in the United States pursuant to a registration statement filed under the Multi-Jurisdictional Disclosure System and internationally as expressly permitted by the Company.
FORM OF UNDERWRITING:	Bought deal, subject to a mutually acceptable underwriting agreement containing “disaster out”, “regulatory out” and “material adverse change out” clauses running to Closing.
ELIGIBILITY:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.
BOOKRUNNERS:	TD Securities Inc., BMO Capital Markets and Macquarie Capital Markets Canada Ltd.
UNDERWRITING FEE:	4.00%
CLOSING:	February 9, 2017

ALAMOS GOLD INC.

TREASURY OFFERING OF COMMON SHARES January 25, 2017

The Company has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you may request it from TD Securities Inc. in Canada, Attention: Symcor, NPM (tel: 289-360-2009, email: sdcconfirms@td.com), 1625 Tech Avenue, Mississauga ON L4W 5P5; or from TD Securities (USA) LLC in the United States. (tel: 212-827-7392), 31 W 52nd Street, New York NY 10019 or from Macquarie Capital Markets Canada Ltd. in Canada, email: linda.lang@macquarie.com; or from Macquarie Capital Markets North America Ltd., email: linda.lang@macquarie.com.

ALAMOS GOLD INC.

TREASURY OFFERING OF COMMON SHARES January 26, 2017

SCHEDULE F

An amended and restated preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the amended and restated preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

ISSUER:	Alamos Gold Inc. (“Alamos” or the “Company”)
AMOUNT:	US$250,027,500
ISSUE:	Treasury offering of 31,450,000 common shares of the Company (the “Common Shares”).
ISSUE PRICE:	US$7.95 per Common Share
OVER-ALLOTMENT OPTION:	The Company has granted the Underwriters an option, exercisable at the Issue Price at any time up to 30 days following the closing of the offering, to purchase up to an additional 15% of the offering to cover over-allotments, if any.
USE OF PROCEEDS:	The Company intends to use the net proceeds of the offering and existing cash to repay all of its outstanding US$315 million senior unsecured 7.75% high yield notes maturing 2020.
LISTING:	Application will be made to list the Common Shares on the Toronto Stock Exchange (the “TSX”) and on the New York Stock Exchange (the “NYSE”). Listing will be subject to fulfilling all the listing requirements of the TSX and NYSE, respectively. The existing common shares of the Company are listed on the TSX and NYSE under the symbol “AGI”.
FORM OF OFFERING:	Public offering in all provinces and territories of Canada by way of a short form prospectus and in the United States pursuant to a registration statement filed under the Multi-Jurisdictional Disclosure System and internationally as expressly permitted by the Company.
FORM OF UNDERWRITING:	Bought deal, subject to a mutually acceptable underwriting agreement containing “disaster out”, “regulatory out” and “material adverse change out” clauses running to Closing.
ELIGIBILITY:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.
BOOKRUNNERS:	TD Securities Inc., BMO Capital Markets and Macquarie Capital Markets Canada Ltd.
UNDERWRITING FEE:	4.00%
CLOSING:	February 9, 2017

ALAMOS GOLD INC.

TREASURY OFFERING OF COMMON SHARES January 26, 2017

The Company has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you may request it from TD Securities Inc. in Canada, Attention: Symcor, NPM (tel: 289-360-2009, email: sdcconfirms@td.com), 1625 Tech Avenue, Mississauga ON L4W 5P5; or from TD Securities (USA) LLC in the United States. (tel: 212-827-7392), 31 W 52nd Street, New York NY 10019 or from Macquarie Capital Markets Canada Ltd. in Canada, email: linda.lang@macquarie.com; or from Macquarie Capital Markets North America Ltd., email: linda.lang@macquarie.com.

EX-4.8

Exhibit 4.8

ALAMOS GOLD INC. TREASURY OFFERING OF COMMON SHARES January 26, 2017

An amended and restated preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the amended and restated preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

ISSUER:	Alamos Gold Inc. (“Alamos” or the “Company”)
AMOUNT:	US$250,027,500
ISSUE:	Treasury offering of 31,450,000 common shares of the Company (the “Common Shares”).
ISSUE PRICE:	US$7.95 per Common Share
OVER-ALLOTMENT OPTION:	The Company has granted the Underwriters an option, exercisable at the Issue Price at any time up to 30 days following the closing of the offering, to purchase up to an additional 15% of the offering to cover over-allotments, if any.
USE OF PROCEEDS:	The Company intends to use the net proceeds of the offering and existing cash to repay all of its outstanding US$315 million senior unsecured 7.75% high yield notes maturing 2020.
LISTING:	Application will be made to list the Common Shares on the Toronto Stock Exchange (the “TSX”) and on the New York Stock Exchange (the “NYSE”). Listing will be subject to fulfilling all the listing requirements of the TSX and NYSE, respectively. The existing common shares of the Company are listed on the TSX and NYSE under the symbol “AGI”.
FORM OF OFFERING:	Public offering in all provinces and territories of Canada by way of a short form prospectus and in the United States pursuant to a registration statement filed under the Multi-Jurisdictional Disclosure System and internationally as expressly permitted by the Company.
FORM OF UNDERWRITING:	Bought deal, subject to syndication, and subject to a mutually acceptable underwriting agreement containing “disaster out”, “regulatory out” and “material adverse change out” clauses running to Closing.
ELIGIBILITY:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.
BOOKRUNNERS:	TD Securities Inc., BMO Capital Markets and Macquarie Capital Markets Canada Ltd.
UNDERWRITING FEE:	4.00%
CLOSING:	February 9, 2017

The Company has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you may request it from TD Securities Inc. in Canada, Attention: Symcor, NPM (tel: 289-360-2009, email: sdcconfirms@td.com), 1625 Tech Avenue, Mississauga ON L4W 5P5; or from TD Securities (USA) LLC in the United States. (tel: 212-827-7392), 31 W 52nd Street, New York NY 10019 or from Macquarie Capital Markets Canada Ltd. in Canada,,email: linda.lang@macquarie.com; or from Macquarie Capital Markets North America Ltd., email,linda.lang@macquarie.com.

EX-5.1

Exhibit 5.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our audit report dated March 22, 2016, on the financial statements of Alamos Gold Inc., which comprise the consolidated statements of financial position as at December 31, 2015 and December 31, 2014, the consolidated statements of comprehensive loss, changes in equity and cash flows for each of the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information, which is incorporated by reference in this Amendment No. 2 to the Registration Statement on Form F-10 of Alamos Gold Inc.

We also consent to the reference to our firm under the heading “Auditors, Transfer Agent and Registrar” in the preliminary prospectus which forms part of such Amendment No. 2 to the Registration Statement.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

January 31, 2017

Toronto, Canada

EX-5.2

Exhibit 5.2

Consent of Independent Auditor

We hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form F-10 of Alamos Gold Inc. (the “Company”) of our report dated February 17, 2015, relating to the consolidated financial statements for the year ended December 31, 2014, which are incorporated by reference in the Business Acquisition Report, dated August 7, 2015, and furnished on Form 6-K dated August 10, 2015. We also consent to the reference to us under the heading “Auditors, Transfer Agent and Registrar” in the amended and restated preliminary short form prospectus which forms part of such Amendment No. 2 to the Registration Statement.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario, Canada

January 31, 2017