Share Purchase Agreement (2013)Full Document 

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SHARE PURCHASE AGREEMENT

BETWEEN

DYNAMIC PRECIOUS METALS FUND AND DYNAMIC STRATEGIC GOLD CLASS

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 the Province of British Columbia (the "Purchaser"),

- and –

DYNAMIC PRECIOUS METALS FUND, an open-ended trust, by its manager GCIC Ltd.

- and -

DYNAMIC STRATEGIC GOLD CLASS, a corporation incorporated under the laws of the Province of Ontario, by its manager GCIC Ltd.

(each a "Vendor", collectively the "Vendors")

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 Dynamic Precious Metals Fund is the legal and beneficial owner of an aggregate of 3,537,200 common shares (the "Common Shares") in the capital of the Corporation and Dynamic Strategic Gold Class is the legal and beneficial owner of an aggregate of 1,822,200 Common Shares (collectively, 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 Vendors desire 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 Vendors, hereby sell, transfer and assign and the Purchaser hereby purchases, all of the Vendors’ 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 Vendors for the Subject Shares shall be equal to Cdn.$4.65 per Subject Share. The parties agree that the Purchase Price shall be satisfied by the delivery of 990,769 common shares in the capital of the Purchaser to Dynamic Precious Metals Fund and 510,398 common shares in the capital of the Purchaser to Dynamic Strategic Gold Class (collectively, 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 each of the Vendors 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, and all rights to vote the Subject Shares. Each of the Vendors 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 effectively immediately.

The parties agree that effective as of the date of this Agreement the Purchaser hereby transfers to the Vendors ownership of the Consideration Shares, including, without limitation, all beneficial interest in the Consideration Shares, all rights to unpaid dividends and other distributions, whatever the record date, and all rights to vote the Consideration Shares. The Purchaser will take all steps necessary reasonably requested by the Vendors to ensure that the Vendors are immediately entitled to enjoy and to exercise that interest and those rights effectively immediately.

At Settlement (defined below),

(a)

the Purchaser shall deliver to each Vendor, certificate(s) representing all of the Consideration Shares in such manner as agreed to by the parties; and

(b)

each Vendor 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.

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

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