b5914167-5cc9-491a-a4c2-9eadf7bf22e0.pdf






MANAGEMENT INFORMATION CIRCULAR

for the


SPECIAL MEETING OF THE SHAREHOLDERS OF CARLISLE GOLDFIELDS LIMITED

to be held on December 16, 2015 with respect to an Arrangement

Involving

Carlisle Goldfields Limited

and

Alamos Gold Inc.




November 12, 2015


These materials are important and require your immediate attention. They require shareholders of Carlisle Goldfields Limited to make an important decision. If you are in doubt as to how to make such decision, please contact your professional advisors.


Neither the Toronto Stock Exchange nor any securities regulatory authority has in any way passed upon the fairness or merits of the transaction described in this Management Information Circular, the securities offered pursuant to such transaction or the adequacy of the information contained in this Management Information Circular and any presentation to the contrary is an offence.

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2015


NOTICE IS HEREBY GIVEN that a special meeting (the 'Meeting') of the holders of common shares ('Carlisle Shareholders') of Carlisle Goldfields Limited (the 'Corporation') will be convened on Wednesday, December 16, 2015 at 10:00 a.m. (Toronto time) at the offices of Dickinson Wright LLP, located at 199 Bay Street, Suite 2200, Toronto, Ontario M5L 1G4 for the following purposes:


  1. to consider, pursuant to an interim order (the 'Interim Order') of the Ontario Superior Court of Justice (Commercial List) dated November 12, 2015 and, if deemed advisable, to pass a special resolution of shareholders (the 'Carlisle Arrangement Resolution'), the full text of which is set forth in Appendix 'A' to the accompanying management information circular (the 'Circular'), approving a plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the 'OBCA'), involving the acquisition by Alamos Gold Inc. ('Alamos') of all the issued and outstanding common shares of the Corporation (the 'Carlisle Shares'), all as more particularly described in the Circular (the 'Arrangement'), which resolution, to be effective, must be passed by an affirmative vote of:

    1. at least 66 2/3% of the votes cast at the Meeting by Carlisle Shareholders; and

    2. a majority of votes cast at the Meeting by Carlisle Shareholders, excluding the votes cast in respect of Carlisle Shares held by any 'interested party' to the Arrangement and certain others, all as determined in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions; and

    3. to transact such other business as may properly come before the Meeting.

      4. Particulars of the foregoing are set forth in the Circular, which is supplemental to and expressly made a part of this Notice.


      The close of business on November 12, 2015 has been fixed as the record date for the Meeting, being the date for the determination of the registered holders of Carlisle Shares entitled to receive notice of and vote at the Meeting and any adjournments or postponements thereof.


      Carlisle Shareholders are entitled to vote at the Meeting, either in person or by proxy, as described in the Circular under the heading 'General Proxy Information'. Only registered Carlisle Shareholders, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. For information with respect to shareholders who own their Carlisle Shares through an intermediary, see 'Non-Registered or Beneficial Shareholders' in the Circular.


      Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. To be included at the Meeting, your completed and executed form of proxy must be received by 10:00 a.m. (Toronto time) on Monday, December 14, 2015 (or by 10:00 a.m. (Toronto time) two business days prior to any reconvened Meeting in the event of an adjournment or postponement of the Meeting) although the Chairman of the Meeting has the discretion to accept proxies filed prior to the commencement of the Meeting or any adjournment or postponement thereof.


      Carlisle Shareholders may also exercise their right to vote on the Carlisle Arrangement Resolution online by following the instructions contained in the online voting form that accompanies this Notice.


      Registered Carlisle Shareholders who validly dissent from the Arrangement will be entitled to be paid the fair value of their Carlisle Shares, subject to strict compliance with section 185 of the OBCA, as modified by the provisions of the Interim Order, the proposed final order and the plan of arrangement. The right to dissent is described in the Circular under the heading 'Dissenters' Rights' and the text of the Interim Order is set forth in Appendix 'D' to the Circular. Failure to comply strictly with the requirements set forth in section 185 of the OBCA, as modified, may result in the loss of any right of dissent.


      DATED at Toronto, Ontario as of the 12th day of November, 2015.


      BY ORDER OF THE BOARD OF DIRECTORS


      Signed: 'Abraham Drost' Abraham Drost

      President and Chief Executive Officer

      INFORMATION CONTAINED IN THIS CIRCULAR


      The information contained in this Management Information Circular ('Circular') is given as at November 12, 2015 except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein.


      No person has been authorized to give any information or to make any representation in connection with the transactions discussed herein other than the information and representation contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by Carlisle Goldfields Limited ('Carlisle' or the 'Corporation').


      This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.


      The holders of outstanding securities of Carlisle should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith.


      Certain information pertaining to Alamos Gold Inc. ('Alamos') including, but not limited to, information pertaining to Alamos under 'Information Concerning Alamos', technical information relating to Alamos' mineral properties and forward-looking statements made by Alamos that is included or incorporated by reference herein has been provided by Alamos or is based on publicly available documents and records on file with the Canadian securities authorities and other public sources.


      Except as otherwise indicated in this Circular, all references to 'dollars' or '$' are to Canadian dollars and Canadian currency.


      DEFINED TERMS


      This Circular contains defined terms. For a list of the defined terms used herein, see 'Glossary of Terms'.


      CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS


      This Circular and the documents incorporated by reference herein contain forward-looking statements and forward- looking information within the meaning of Canadian securities legislation (collectively, the 'forward-looking statements') concerning anticipated developments in operations, including the timing and effect of the plan of arrangement between Carlisle and Alamos, the potential benefit of the plan of arrangement, the estimation of mineral resources and potential development of such resources, statements about planned operations, success of exploration activities, requirements for additional capital, planned exploration activities and planned future acquisitions, the adequacy of financial resources and other events or conditions that may occur in the future. Any statements that involve predictions, expectations, beliefs, plans, projections, objectives, assumptions or that refer to future events or performance (often but not always using 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', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forwarded-looking statements and are intended to identify forward-looking statements.


      These forward-looking statements are based on the beliefs of Carlisle as well as on assumptions which management of Carlisle believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurances that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the approval of the proposed statutory arrangement under section 182 of the OBCA, the approval by the Court, and the receipt of required governmental, shareholder and regulatory approvals.


      This list is not exhaustive of the factors that may affect any of the forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from

      (i)

      those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this Circular generally and certain economic and business factors, some of which may be beyond the control of Carlisle. In addition, recent unprecedented events in the world economy and global financial and credit markets have resulted in high market and commodity volatility and a contraction in debt and equity markets, which could have a particularly significant, detrimental and unpredictable effect on the forward-looking statements. Some of the important risks and uncertainties that could affect the forward-looking statements are described further in the documents incorporated by reference herein. Carlisle does not intend, and does not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, securityholders should not place undue reliance on forward-looking statements.


      NOTICE TO CARLISLE SHAREHOLDERS


      Securities issued in the Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. Such securities will instead be issued in reliance upon the exemption provided by section 3(a)(10) of the U.S. Securities Act, on the basis of approval of the Court, and applicable exemptions under state securities laws. Securities issued under the Arrangement will be freely transferable under United States federal securities laws, except for securities held by persons who are 'affiliates' of Alamos after the Effective Time or were affiliates of Alamos or Carlisle at the Effective Time. Such securities held by 'affiliates' may be resold by them only in transactions outside the United States to the extent permitted by, and subject to the conditions and limitations of, the resale provisions of Regulation S under the U.S. Securities Act, Rule

      144 promulgated under the U.S. Securities Act or as otherwise permitted under the U.S. Securities Act. See 'Regulatory, Securities and Tax Matters and Approvals - Securities Laws Considerations - U.S. Residents' in Part Two 'The Proposed Arrangement'.


      THE SECURITIES ISSUABLE PURSUANT TO THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ('SEC') OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY SUCH STATE SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.


      The solicitation and transactions contemplated herein are made by Carlisle, a 'foreign issuer' (within the meaning of the U.S. Securities Act) incorporated under the laws of Canada that has prepared this Circular in accordance with the disclosure requirements of Canada. This solicitation of proxies is not subject to the requirements of section 14(a) of the Securities Exchange Act. Accordingly, Carlisle Shareholders resident in the United States should be aware that, in general, such Canadian disclosure requirements are different from those applicable to proxy statements, prospectuses or registration statements prepared in accordance with U.S. laws.


      Carlisle's audited and unaudited financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with International Financial Reporting Standards, and are subject to Canadian auditing and auditor independence standards, which differ from U.S. generally accepted accounting principles and United States auditing and auditor independence standards in certain material respects. Similarly, Alamos's audited and unaudited financial statements and other financial information pertaining to Alamos incorporated by reference in this Circular have been prepared in accordance with International Financial Reporting Standards. Consequently, such financial statements and other financial information are not comparable in all respects to financial statements prepared in accordance with U.S. generally accepted accounting principles and that are subject to United States auditing and auditor independence standards.


      Carlisle Shareholders resident in the United States or who are U.S. taxpayers should be aware that the Arrangement described herein may have tax consequences both in the United States and in Canada. Such consequences for such Carlisle Shareholders are not described herein. For a general discussion of the Canadian federal income tax consequences to Carlisle Shareholders who are not resident in Canada, see 'Certain Canadian Federal Income Tax Considerations'. United States Carlisle Shareholders are urged to consult their own tax advisors with respect to the Canadian and United States federal and state income tax consequences applicable to such holder.


      Information concerning the properties and operations of Carlisle and Alamos has been prepared in accordance with the requirements of Canadian securities laws and applicable stock exchange requirements, which differ from the


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