CHALICE GOLD MINES LIMITED ANNUAL INFORMATION FORM

September 27, 2016

GLOSSARY 2

PRESENTATION OF INFORMATION 6

FORWARD-LOOKING INFORMATION 6

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES 6

EXCHANGE RATES 7

BASIS OF PRESENTATION 7

DESIGNATED FOREIGN ISSUER STATUS 8

CORPORATE STRUCTURE 8

BUSINESS OF THE COMPANY 10

RECENT DEVELOPMENTS 10

PROJECT OVERVIEW 12

DIVIDEND POLICY 13

SHARE BUY-BACK 13

DESCRIPTION OF SHARE CAPITAL 13

SECURITIES AUTHORISED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 15

PRICE RANGE AND TRADING VOLUME OF SHARES 19

PRIOR SALES 20

ESCROWED SECURITIES 20

PRINCIPAL SHAREHOLDERS 20

DIRECTORS AND EXECUTIVE OFFICERS 20

CORPORATE GOVERNANCE 23

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS 35

RISK FACTORS 35

LEGAL PROCEEDINGS AND REGULATORY ACTIONS 43

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 44

AUDITOR, TRANSFER AGENT AND REGISTRAR 44

MATERIAL CONTRACTS 44

EXPERTS 44

ADDITIONAL INFORMATION 45

ANNEXURE A - AUDIT COMMITTEE CHARTER 46

GLOSSARY Symbols

-

Nil

oz

troy ounces

g

grams

t

tonne

g/t Au

grams per tonne of gold

kg

kilograms

km

kilometres

m

metres

kg

lb

kg

1

2.204662

t

1,000

2,204.62

Equivalent values Definitions

"2015 AGM" ……………………………...

The Annual General Meeting of Chalice held on November 24, 2015.

"A$"………………………………………..

Australian dollar.

"AIF" ……………………………………...

this Annual Information Form dated September 27, 2016.

"AM" ……………………………………...

the morning of a day.

"Ardeen Project" …………………………

Located in Ontario, Canada and was acquired by the Chalice Gold Mines Limited on February 4, 2014.

"ASTC Rules" ……………………………

the settlement operating rules of the ASX.

"ASX" …………………………………….

ASX Limited or, in certain context, the Australian Securities Exchange operated by ASX Limited.

"ASX Listing Rules" …………………….

the listing rules of the ASX.

"Board" ………………………………….

Board of directors of the Company.

"Bonus Issue" ……………………………

the issuance of Shares to Shareholders by way of capitalization of profits or reserves.

"Bonus Shares" ……………………………

Shares which would have been issued upon the Bonus Issue.

"C$"…………………………………………

Canadian dollar.

"Cameron Gold Project" ...........................

An advanced gold exploration project located in the southern part of western Ontario, approximately 80 km south-east of the town of Kenora that was acquired by Chalice Gold Mines on 4 February 2014. On June 10, 2016 the Company sold the Cameron Gold Project to First Mining Finance Corp.

"Cameron Gold Deposit"

The Cameron Gold Deposit is located within the Cameron Gold Project and is located within one mining lease that covers an area of approximately 979 hectares.

"Cameron Technical Report".....................

The technical report dated December 22, 2015 relating to the Cameron Gold Project.

"Chalice Annual Financial Report"...........

the Company's annual financial report for the year ended June 30, 2016.

"CIM Definition Standards" ......................

CIM Definition Standards on Mineral Resources and Mineral Reserves prepared by the CIM Standing Committee on Reserve Definitions 2005, as amended.

"Company" or "Chalice"............................

Chalice Gold Mines Limited and its subsidiaries on a consolidated basis, except where otherwise noted or the context otherwise indicates.

"Consideration Shares" .............................

the 32,260,836 common shares in First Mining received by the Company as consideration for the sale of the Cameron Gold Project.

"Constitution"..............................................

the constitution of Chalice.

"Corporations Act" .....................................

Corporations Act 2001 (Australia), as amended.

"Croteau Est"…………………………….

A project that is located near Chibougamau in Quebec, Canada and comprised of 213 claims covering 8,316 hectares that are 100% owned by Northern Superior and 109 claims totalling 3,856 hectares which were under option to Northern Superior.

"Dogpaw Gold Deposit" …………………

Located within the Cameron Gold Project and comprised of a total area of 16.5 km2.

"Doray Minerals Limited" …………………

Doray Minerals Limited (ASX: DRM).

"Dubenski Gold Deposit" ...........................

Two contiguous mining leases covering 377 ha within the Cameron Gold Project.

"Eligible Persons"........................................

persons eligible to participate in the Option Plan.

"First Mining" .............................................

First Mining Finance Corp. (TSX-V: FF)

"Gnaweeda Gold Project" ..........................

a project in Australia that is not considered material to the Company.

"GeoCrystal" ..............................................

GeoCrystal Limited.

"Kinebik Project" .......................................

a contiguous block of 303 claims totalling 16,930 ha and extending over a 30km strike length of the Casa Berardi fault in the northern Abitibi terrane of the Superior Province in Quebec, Canada.

"Kesselrun Resources Limited" ................

Kesselrun Resources Limited (TSX-V: KES)

Chalice Gold Mines Limited published this content on 28 September 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 September 2016 00:50:06 UTC.

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