Share Purchase Agreement (2013)Full Document 

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EXECUTION VERSION

SHARE PURCHASE AGREEMENT

BETWEEN

PRECIOUS METALS AND MINERALS FUND, A SERIES OF USAA MUTUAL FUNDS TRUST

AND

ALAMOS GOLD INC.

MADE AS OF

JANUARY 13, 2013


SHARE PURCHASE AGREEMENT

THIS AGREEMENT (this "Agreement") is made as of January 13, 2013

BETWEEN

Alamos Gold Inc., a corporation incorporated under the laws of British Columbia (the "Purchaser"),

- and -

Precious Metals and Minerals Fund, a series of USAA Mutual Funds Trust, a trust formed under the laws of the State of Delaware (the "Vendor")

WHEREAS Aurizon Mines Ltd. (the "Corporation") is a corporation duly incorporated, organized and subsisting under the laws of the Province of British Columbia;

AND WHEREAS the Vendor is an investment company, having legal ownership of one or more accounts (the "Accounts") that hold 7,000,000 common shares (the "Common Shares") in the capital of the Corporation (the "Subject Shares"), all of which shares are listed and posted for trading on the Toronto Stock Exchange and the NYSE MKT;

AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase the Subject Shares, upon and subject to the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and the covenants and agreements herein contained (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

1. Purchase and Sale

The Vendor, on behalf of the Accounts, hereby sells, transfers and assigns and the Purchaser hereby purchases, all of the Vendor’s and the Accounts’ right, title and interest in and to the Subject Shares free and clear of all Encumbrances (defined below) upon and subject to the terms and conditions hereof.

2. Determination of Purchase Price

The aggregate purchase price (the "Purchase Price") payable by the Purchaser to the Vendor, on behalf of the Accounts, for the Subject Shares shall be equal to Cdn.$4.65. The parties agree that the Purchase Price shall be satisfied by the delivery of 1,960,700 common shares in the capital of the Purchaser (the "Consideration Shares"), being 0.2801 Consideration Share per Subject Share.

3. Payment of Purchase Price

The parties agree that effective as of the date of this Agreement the Vendor hereby transfers to the Purchaser ownership of the Subject Shares, including, without limitation, all its beneficial


interest in the Subject Shares, all rights to unpaid dividends and other distributions whatever the record date, all rights to vote the Subject Shares. The Vendor will take all steps necessary reasonably requested by the Purchaser to ensure that the Purchaser is immediately entitled to enjoy and to exercise that interest and those rights effective immediately.

At Closing (defined below),

(a)

the Purchaser shall deliver to the Vendor, certificate(s) representing all of the Consideration Shares, or, if the Consideration Shares are not in a certificated form, otherwise provide good title of the Consideration Shares to the Vendor in such other manner as agreed to by the parties;

(b)

the Vendor, on behalf of the Accounts, shall deliver to the Purchaser or, as directed by the Purchaser in writing, to an Affiliate (as such term is defined in National Instrument 45-106, Prospectus and Registration Requirements) of the Purchaser, certificate(s) representing all of the issued and outstanding Subject Shares, duly endorsed in blank for transfer or accompanied by duly signed powers of attorney for transfer in blank, or, if the Subject Shares are not in a certificated form, otherwise provide good title of the Subject Shares to the Purchaser in such other manner as agreed to by the parties; and

(c)

the Vendor, on behalf of the Accounts, shall deliver to the Purchaser a duly executed irrevocable proxy in favour of the Purchaser in the form attached as Schedule A hereto.

4. Adjustment of Share Purchase Price

(a)

If at any time in the twelve-month period following the date of this Agreement any person or group of persons acting jointly or in concert, including, for the avoidance of doubt, the Purchaser, acquires all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole, or acquires all of the Common Shares (any such transaction being a "Price Protection Transaction") then, within five business days following completion of the Price Protection Transaction, the Purchaser shall pay, or cause an Affiliate to pay, to the Vendor, the Adjustment Payment (as defined below), if

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