Share Purchase Agreement (2013)Full Document 

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EXECUTION VERSION

SHARE PURCHASE AGREEMENT

BETWEEN

VAN ECK ASSOCIATES CORPORATION

AND

ALAMOS GOLD INC.

MADE AS OF

JANUARY 11, 2013


SHARE PURCHASE AGREEMENT

THIS AGREEMENT (this "Agreement") is made as of January 11, 2013

BETWEEN

Van Eck Associates Corporation, a corporation incorporated under the laws of the State of Delaware (the "Vendor"),

- and -

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

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 manager, having investment authority over certain actively managed accounts (the "Accounts") that collectively hold 5,009,100 common shares (the "Common Shares") in the capital of the Corporation (the "Subject Shares"), all of which Subject Shares are listed and posted for trading on the Toronto Stock Exchange (the "TSX") and the NYSE MKT;

AND WHEREAS the Purchaser is a reporting issuer in all provinces and territories of Canada and the common shares in the capital of the Purchaser are listed and posting for trading on the TSX;

AND WHEREAS the Vendor desires to sell, on behalf of the Accounts, 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 (as defined below) upon and subject to the terms and conditions hereof.

2. Determination of Purchase Price

Subject to any adjustment pursuant to Section 4, 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 per Subject Share for a Purchase Price of Cdn.$23,292,315. The parties agree that the Purchase Price shall be satisfied by the delivery of


1,403,048 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 to this Agreement agree that as of the date of this Agreement (i) the Vendor shall receive good title to the Consideration Shares and (ii) the Vendor shall transfer good title to the Subject Shares to the Purchaser.

At the Closing (as defined below),

(a)

the Purchaser shall deliver to the Vendor, on behalf of the Accounts, certificates representing all of the Consideration Shares as directed by the Vendor; and

(b)

the Vendor, on behalf of the Accounts, shall deliver to the Purchaser or, as directed by the Purchaser in writing, to an Affiliate (for the purposes of this Agreement, such term shall have the meaning given to it in National Instrument 45-106 - Prospectus and Registration Requirements ("NI 45-106")) of the Purchaser, certificate(s) representing the 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 to 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 Protection Transaction") then, within five business days following completion of a Price Protection Transaction, the Purchaser shall promptly pay, or cause an Affiliate to pay, to the Vendor the Adjustment Payment (as defined below) in immediately available funds.

(b)

The "Adjustment Payment" will be equal to:

(i)

if the Purchaser or any of its Affiliates or any person jointly or in concert with the Purchaser completes a Price Protection Transaction, an additional amount on account of each Subject Share equal to the amount by which the consideration received by the holders of the Common Shares pursuant to such Price Protection Transaction (the "Transaction Consideration") exceeds

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