CHALICE GOLD MINES LIMITED ANNUAL INFORMATION FORM September 28, 2017

GLOSSARY 2

PRESENTATION OF INFORMATION 6

FORWARD-LOOKING INFORMATION 6

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES 7

EXCHANGE RATES 7

TECHNICAL INFORMATION 8

DESIGNATED FOREIGN ISSUER STATUS 9

CORPORATE STRUCTURE 9

BUSINESS OF THE COMPANY 11

RECENT DEVELOPMENTS 11

OVERVIEW OF PROJECTS 14

EMPLOYEES 20

ENVIRONMENTAL PROTECTION 20

DIVIDEND POLICY 20

SHARE BUY-BACK 20

DESCRIPTION OF SHARE CAPITAL 20

SECURITIES AUTHORISED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 22

PRICE RANGE AND TRADING VOLUME OF SHARES 26

PRIOR SALES 27

ESCROWED SECURITIES 28

PRINCIPAL SHAREHOLDERS 28

DIRECTORS AND EXECUTIVE OFFICERS 28

CORPORATE GOVERNANCE 30

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS 43

RISK FACTORS 43

LEGAL PROCEEDINGS AND REGULATORY ACTIONS 51

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 52

AUDITOR, TRANSFER AGENT AND REGISTRAR 52

MATERIAL CONTRACTS 52

EXPERTS 52

ADDITIONAL INFORMATION 52

ANNEXURE A - AUDIT COMMITTEE CHARTER 53

GLOSSARY

Symbols

- Nil oz troy ounces

g grams t tonne

g/t Au grams per tonne of gold

kg kilograms

km kilometres

m metres

Equivalent values

kg lb

kg 1 2.204662

t 1,000 2,204.62

Definitions

"2016 AGM" ……………………………... The Annual General Meeting of Chalice held on November 21,

2016.

"A$"……………………………………….. Australian dollar. "AIF" ……………………………………... this Annual Information Form dated September 28, 2017. "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. The Ardeen Project was sold to Kesselrun Resources Limited in July 2016 in consideration for 2,040,000 common shares in Kesselrun.

"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. "Ausgold" Ausgold Limited. "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 and was sold on June 10, 2016 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, 2017. "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

owned by 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.

"East Cadillac Technical Report" The independently prepared technical report entitled

"Technical Report and Minerals Resource Estimate: East Cadillac Gold Project, Val-d'Or, Quebec" dated February 12, 2017 and prepared by John Langton and Abderrazak Ladidi.

"Eligible Persons"...................................... persons eligible to participate in the Option Plan. "First Mining" ........................................... First Mining Finance Corp. (TSX: FF) "Gnaweeda Gold Project".......................... a project in Australia that is not considered material to the Company.

Chalice Gold Mines Limited published this content on 29 September 2017 and is solely responsible for the information contained herein.
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