Management Information Circular (2015)Full Document 

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LOGO

ALAMOS GOLD INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

JUNE 3, 2015

MANAGEMENT INFORMATION CIRCULAR


MANAGEMENT INFORMATION CIRCULAR

LOGO

ALAMOS GOLD INC.

April 27, 2015

Dear Shareholder:

On behalf of the Board of Directors and Management of Alamos Gold Inc. (the "Company"), I would like to invite you to attend the annual and special meeting of shareholders that will be held this year at the TMX Broadcast Centre, 130 King Street West, Toronto, Ontario, on Wednesday, June 3, 2015, at 4:00 p.m. (Toronto Time).

The enclosed Management Information Circular contains important information about the meeting, voting, the nominated directors, our governance practices and how we compensate our executives and directors. It also describes the board’s role and responsibilities and the key activities the four board committees undertook in 2014. In addition to these items, we will discuss, at the meeting, highlights of our 2014 performance and our plans for the future. You will also be able to meet and interact with your directors and the senior officers of the Company.

Your participation in the affairs of the Company is important to us. It is important that you exercise your vote, either in person at the meeting, by completing and returning your proxy form, by telephone or online.

I look forward to seeing you at the meeting.

LOGO
John A. McCluskey
President and Chief Executive Officer

ii | ALAMOS GOLD INC


MANAGEMENT INFORMATION CIRCULAR

ALAMOS GOLD INC.

Suite 2200 – 130 Adelaide Street West

Toronto, Ontario

Canada M5H 3P5

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of shareholders of Alamos Gold Inc. (the "Company" or "Alamos") will be held at the TMX Broadcast Centre, 130 King Street West, Toronto, Ontario, on Wednesday, June 3, 2015, at 4:00 p.m., Toronto Time, in order to:

1. receive and consider the consolidated financial statements of the Company for its financial year ended December 31, 2014, and the auditors’ report thereon;

2. elect directors who will serve until the next annual meeting of shareholders;

3. appoint auditors that will serve until the next annual meeting of shareholders and authorize the directors to set their remuneration;

4. approve the unallocated options under the Company’s Stock Option Plan; and

5. transact such other business as may properly be brought before the Meeting or adjournment thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

The Board of Directors of the Company has fixed the close of business on April 27, 2015 as the record date for determining the shareholders who are entitled to receive notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Alamos has prepared a list, as of the close of business on the record date, of the holders of Alamos common shares. A holder of record of common shares of Alamos whose name appears on such list is entitled to vote the shares shown opposite such holder’s name on such list at the Meeting.

Shareholders are cordially invited to attend the Meeting. Shareholders are requested to date, sign and return the accompanying form of proxy for use at the Meeting if they are not able to attend the Meeting personally. To be effective, forms of proxy must be received by the Company’s registrar and transfer agent, Computershare Investor Services Inc., not later than 4:00 p.m., Toronto time, on June 1, 2015.

DATED at Toronto, Ontario, this 27th day of April, 2015.

By Order of the Board of Directors,
"Paul J. Murphy"
Chairman of the Board of Directors

iii | ALAMOS GOLD INC


MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

Page

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

iii

MANAGEMENT INFORMATION CIRCULAR

1

Provisions Relating to Voting of Proxies

2

Revocation of Proxies

2

PART ONE – VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

3

PART TWO – BUSINESS OF THE MEETING

4

1. Receiving the Consolidated Financial Statements

4

2. Election of Directors

4

Our Policy on Majority Voting

4

About the Nominated Directors

5

Director Profiles

6

Attendance Record in 2014 for Directors

10

Our Expectations for Directors

10

Limitation on Outside Board Seats

11

Board Assessment

11

Cease Trade Orders, Bankruptcies and Penalties and Sanctions

11

Skills and Areas of Expertise

12

Report on Director Compensation

13

Alamos Minimum Equity Ownership Requirements

17

3. Appointment of Auditor

18

4. Approval of Stock Option Plan

18

PART THREE – STATEMENT OF CORPORATE GOVERNANCE PRACTICES

23

The Role of the Board of Directors

23

Director Independence

24

Gender Diversity

24

Director Terms

24

Strategic Planning

24

Risk Management

25

Committees of the Board

25

PART FOUR – REPORT ON EXECUTIVE COMPENSATION

29

Compensation Discussion and Analysis

29

Summary of Compensation

37

Corporate Metrics

41

Incentive Plan Awards

43

Termination and Change of Control

45

PART FIVE – OTHER INFORMATION

50

Securities Authorized for Issuance under Equity Compensation Plans

50

Option Based Awards

50

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

51

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

51

MANAGEMENT CONTRACTS OF NAMED EXECUTIVE OFFICERS

51

Schedule "A" – Mandate of the Board of Directors

53

iv | ALAMOS GOLD INC


ALAMOS GOLD INC.

Suite 2200 – 130 Adelaide Street West

Toronto, Ontario

Canada M5H 3P5

MANAGEMENT INFORMATION CIRCULAR

(This information is given as at April 27, 2015, unless otherwise indicated)

SOLICITATION OF PROXIES

This Management Information Circular (the "Information Circular" or "Circular") is furnished in connection with the solicitation of proxies by the management of Alamos Gold Inc. (the "Company" or "Alamos") for use at the Annual and Special General Meeting of the Shareholders of the Company (the "Meeting") (and at any adjournment thereof) to be held on June 3, 2015 at the time and place and for the purposes set forth in the accompanying Notice of Meeting.

The Company will bear the expense of this solicitation. It is expected the solicitation will be made primarily by mail, but regular employees or representatives of the Company (none of whom shall receive any extra compensation for these activities) may also solicit by telephone, facsimile and in person and arrange for intermediaries to send this Information Circular and the form of proxy to their principals at the expense of the Company.

The contents and the sending of this Information Circular have been approved by the Board of Directors of the Company (the "Board").

All dollar amounts referenced in this Information Circular are in United States Dollars, unless otherwise specified. The exchange rate as at December 31, 2014 was Cdn$1.00 = US$0.86. The average exchange rate for 2014 was Cdn$1.00 = US$0.91.

RECORD DATE

The directors of the Company have set the close of business on April 27, 2015 as the record date (the "Record Date") for determining which shareholders shall be entitled to receive notice of and to vote at the Meeting. Only shareholders of record as of the Record Date shall be entitled to receive notice of and to vote at the Meeting, unless after the Record Date a shareholder transfers his or her common shares and the transferee (the "Transferee"), upon establishing that the Transferee owns such common shares, requests in writing, at least 10 days prior to the Meeting or any adjournments thereof, that the Transferee may have his or her name included on the list of shareholders entitled to vote at the Meeting, in which case the Transferee is entitled to vote such shares at the Meeting. Such written request by the Transferee shall be sent to the Company’s Chief Financial Officer at the following address: Suite 2200, 130 Adelaide Street West, Toronto, Ontario, Canada, M5H 3P5.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy are designated as proxy holders by management of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO either by inserting such person’s name in the blank space provided in the accompanying form of proxy or by completing another proper form of proxy and, in either case, delivering the completed proxy to Computershare Investor Services Inc., 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting unless the Chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently. Telephone voting can be completed at 1-866-732-vote (1-866-732-8683) and Internet voting can be completed at www.investorvote.com.


Provisions Relating to Voting of Proxies

The shares represented by proxy will be voted or withheld from voting by the designated proxy holder in accordance with the instructions of the shareholder appointing him or her on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. If there are no instructions provided by the shareholder, those

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