EX-99.1 2 ex9912018informationcircul.htm EXHIBIT 99.1

| 2018

MANAGEMENT INFORMATION CIRCULAR
Annual Meeting of Shareholders
May 7, 2018

March 23, 2018
Fellow shareholders:
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 meeting of shareholders that will be held this year at the TMX Broadcast Centre, 130 King Street West, Toronto, Ontario, on Monday, May 7, 2018, 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, among other things. It also describes the Board’s role and responsibilities. In addition to these items, we will discuss, at the meeting, highlights of our 2017 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. You should 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.
John A. McCluskey
President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders (the “Meeting”) of Alamos Gold Inc. (the “Company” or “Alamos”) will be held at the TMX Broadcast Centre, 130 King Street West, Toronto, Ontario, on Monday, May 7, 2018, at 4:00 p.m., Toronto time, where you will be asked to:

1. | receive and consider the consolidated financial statements of the Company for its financial year ended December 31, 2017, and the auditors’ report thereon;

2. | elect nine (9) directors who will serve until the next annual meeting of shareholders;

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

4. | consider and, if deemed appropriate, to pass, with or without variation, a non-binding advisory resolution on the Company’s approach to executive compensation.

Shareholders will also transact such other business as may properly be brought before the Meeting (or adjournment thereof).
The accompanying Management Information Circular provides 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 March 23, 2018 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 May 3, 2018.
DATED at Toronto, Ontario, this 23 rd day of March, 2018.
By Order of the Board of Directors,
Nils F. Engelstad
Vice President, General Counsel

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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | ii
MEETING AND VOTING INFORMATION | 1
How we will solicit proxies | 1
Record Date for Voting at the Meeting | 1
Notice and Access | 1
Appointment and Revocation of Proxies | 1
Provisions Relating to Voting of Proxies | 2
Advice to Beneficial Shareholders of Common Shares | 2
Beneficial and Registered Shareholders | 3
How to obtain paper copies of the Meeting Materials | 3
How many shareholders are needed to reach a quorum at the Meeting? | 3
Does any shareholder own 10% or more of Alamos’ Common Shares? | 3
BUSINESS OF THE MEETING | 5
1 Receiving the Consolidated Financial Statements of Alamos Gold Inc. | 5
2 Election of Directors | 5
3 Appointment of Auditor | 11
4 Advisory Resolution on Approach to Executive Compensation – “Say on Pay” | 11
REPORT ON EXECUTIVE COMPENSATION | 12
Compensation Discussion and Analysis | 12
Independent Advice | 13
Board Outreach - Summary of Meetings with Proxy Advisory Companies | 13
Base Salary | 16
Named Executive Officer Compensation | 16
Company Performance | 23
Annual Non-Equity Incentive | 26
Long-Term Incentive Plans | 29
Historic Retention Payments | 31
Managing Compensation-Related Risk | 32
Summary of Compensation | 32
CEO Compensation | 33
Termination and Resignation for Good Reason | 35
Report on Director Compensation | 37
Minimum Equity Ownership Requirements | 39
Alamos Gold Equity Compensation Plans | 39
STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 45
The Role of the Board of Directors | 45
Director Independence | 46
Attendance Record in 2017 for Directors | 46
Ethical Business Conduct | 47
Board Assessment | 48
Board and Executive Management Succession Planning | 48
Director Education | 48
Skills and Areas of Expertise | 48
Board and Management Diversity | 49

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Director Tenure | 50
Strategic Planning | 50
Risk Management | 50
Committees of the Board | 50
Corporate Governance and Nominating Committee | 51
Human Resources Committee | 52
Audit Committee | 53
Technical and Sustainability Committee | 53
OTHER INFORMATION | 53
SCHEDULE “A” | 55

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MEETING AND VOTING INFORMATION
This Management Information Circular (the “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 meeting of the shareholders of the Company (the “Meeting”) (and at any adjournment thereof) to be held at TMX Broadcast Centre, 130 King Street West, Toronto, Ontario, on Monday, May 7, 2018, at 4:00 p.m., Toronto time.
The information set out in this Circular is given as at March 23, 2018, unless otherwise indicated. All dollar amounts referenced in this Circular are in United States Dollars, unless otherwise specified. The exchange rate as at December 31, 2017 was CAD$1.00 = USD$0.7971.
How we will solicit proxies
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 Circular and the form of proxy to their principals at the expense of the Company.
The contents and the sending of this Circular have been approved by the Board of Directors of the Company (the “Board”).
Record Date for Voting at the Meeting
The Board has set the close of business on March 23, 2018 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 of the Company (the “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 Vice President, General Counsel at the following address: Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario, Canada, M5J 2T3.
Notice and Access
This year the Company is using the “notice-and-access” system for the delivery of the Circular and 2017 annual report to both beneficial and registered shareholders, which includes the Company’s management’s discussion and analysis and annual audited consolidated financial statements for the fiscal year ended December 31, 2017 (collectively, the “Meeting Materials”).
Under notice-and-access, you will still receive a proxy or voting instruction form enabling you to vote at the Meeting. However, instead of a paper copy of the Circular, you receive this notice which contains information about how to access the Meeting Materials electronically. One benefit of the notice-and-access system is that it reduces the environmental impact of producing and distributing paper copies of documents in large quantities.
The Circular and form of proxy (or voting instruction form, as applicable) provide additional information concerning the matters to be dealt with at the Meeting. You should access and review all information contained in the Circular before voting.
Our Meeting Materials can be viewed online on our website at www.alamosgold.com, under our profile on SEDAR at www.sedar.com, or at http://www.envisionreports.com/ALAMOSGOLD2018.
Appointment and Revocation of Proxies
The persons named in the accompanying form of proxy are designated as proxyholders 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., 8 th 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 Chair of the Meeting elects to exercise his discretion to

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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.
Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by an attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.
The instrument revoking the proxy must be deposited at (i) the registered office of the Company, Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario, Canada, M5J 2T3, at any time up to and including the last business day preceding the date of the Meeting or any adjournment thereof duly authorized; or (ii) provided at the Meeting to the Chair of the Meeting. Only registered shareholders have the right to revoke a proxy. Non-registered shareholders who wish to change their vote must, at least seven (7) days before the Meeting, arrange for their respective intermediaries to revoke the proxy on their behalf.
Provisions Relating to Voting of Proxies
The Common Shares represented by proxy will be voted or withheld from voting by the designated proxyholder 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 Common Shares will be voted accordingly. If there are no instructions provided by the shareholder, those Common Shares will be voted in favour of all proposals set out in this Circular. The proxy gives the person named in it the discretion to vote as they see fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the management of the Company knows of no other matters which may come before the Meeting other than those referred to in the notice of meeting.
Advice to Beneficial Shareholders of Common Shares
The information set forth in this section is of significant importance to many shareholders as a substantial number of shareholders do not hold Common Shares in their own names. Shareholders who do not hold their shares in their own name (“Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person well in advance of the Meeting.
Applicable regulatory policies require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada. Broadridge typically applies a special sticker to proxy forms, mails those forms to the Beneficial Shareholders, and asks Beneficial Shareholders to return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be presented at the Meeting. A Beneficial Shareholder receiving a proxy with a Broadridge sticker on it cannot use that proxy to vote Common Shares directly at the Meeting. The proxy must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of the Beneficial Shareholder broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting. Alternatively, a Beneficial Shareholder may

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request in writing that their broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote their Common Shares.
In addition, Canadian securities legislation permits the Company to forward the notice and voting instruction form directly to “Non-Objecting Beneficial Shareholders”. If the Company or its agent has sent these materials directly to you (instead of through a nominee), your name, address and information about your holding of securities have been obtained in accordance with applicable securities regulatory requirements from the nominee holding on your behalf. By choosing to send these materials to you directly, the Company (and not the nominee holding on your behalf) has assumed responsibility for (i) delivering materials to you; and (ii) executing your proper voting instructions.
Beneficial and Registered Shareholders
If you would like paper copies of the Meeting Materials, you should first determine whether you are (i) a beneficial holder of the Common Shares, as are most of our shareholders, or (ii) a registered shareholder.

• | You are a beneficial shareholder (also known as a non-registered shareholder) if you beneficially own Common Shares that are held in the name of an intermediary such as a depository, bank, trust company, securities broker, trustee, clearing agency (such as CDS Clearing and Depository Services Inc. or “CDS”) or another intermediary. For example, you are a non-registered shareholder if your Common Shares are held in a brokerage account of any type.

• | You are a registered shareholder if you hold a paper share certificate and your name appears directly on your share certificate.

How to obtain paper copies of the Meeting Materials
Beneficial shareholders may request that paper copies of the Meeting Materials be mailed to them at no cost. Requests may be made up to one year from the date that the Circular was filed on SEDAR by going to www.proxyvote.com and entering the 16-digit control number located on your voting instruction form and following the instructions provided. Alternatively, you may submit a request by calling 1-877-907-7643. Requests should be received by April 26, 2018. (i.e., at least seven business days in advance of the date and time set out in your voting instruction form as a voting deadline) if you would like to receive the Meeting Materials in advance of the voting deadline and Meeting date.
If you hold a paper share certificate and your name appears directly on your share certificate, you are a registered shareholder and you may request that paper copies of the Meeting Materials be mailed to you at no cost by calling 1-866-962-0498. If you are a Non-Objecting Beneficial Owner you may also request that paper copies of the Meeting Materials be mailed to you at no cost by calling 1-866-962-0498. Requests should be received by April 26, 2018. (i.e., at least seven business days in advance of the date and time set out in your proxy form as a voting deadline). Requests by registered shareholders may be made up to one year from the date that the Circular was filed on SEDAR by calling the Vice President, General Counsel of the Company at 1-866-788-8801.
How many shareholders are needed to reach a quorum at the Meeting?
We need to have at least two people present at the meeting in person (or by proxy) representing not less than 25% of the total number of votes entitled to vote at the meeting. On March 23, 2018, 389,379,754 Common Shares were issued and outstanding, each share carrying the right to one vote. The Company is authorized to issue an unlimited number of Common Shares without par value. Only shareholders of record on the close of business on March 23, 2018 who either personally attend the Meeting or who complete and deliver a proxy in the manner and subject to the provisions set out under the headings “Record Date for Voting at the Meeting” and “Appointment and Revocation of Proxies” will be entitled to have his or her shares voted at the Meeting or any adjournment thereof.

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Does any shareholder own 10% or more of Alamos’ Common Shares?
To the knowledge of the directors and senior officers of the Company, as at the date of this Circular, there are no persons or companies beneficially owning or controlling or directing, directly or indirectly, shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company, except as follows:

Name and Address | Number of Shares | Percentage of Outstanding Common Shares
BlackRock, Inc. (for and on behalf of its investment advisory subsidiaries) – 55 East 52nd Street, New York, NY 10055 USA | 53,384,142(1) | 13.72%
Franklin Resources, Inc. (for and on behalf of one or more affiliated investment managers) – One Franklin Parkway, San Mateo, CA 94403-1906 USA | 48,891,399(2) | 12.57%

(1) | According to a report filed under National Instrument 62-103 on SEDAR on January 9, 2018 this company owned or exercised control or direction over the number of Common Shares of the Company indicated as at December 31, 2017.

(2) | According to a report filed under National Instrument 62-103 on SEDAR on January 9, 2018 this company owned or exercised control or direction over the number of Common Shares of the Company indicated as at December 29, 2017.

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BUSINESS OF THE MEETING
1. Receiving the Consolidated Financial Statements of Alamos Gold Inc.
The consolidated financial statements of the Company for the fiscal year ended December 31, 2017, together with the auditors’ report thereon are mailed to the Company’s registered and beneficial shareholders who requested them. The 2017 consolidated financial statements of the Company are available on the Alamos website at www.alamosgold.com and on both the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and
http://www.envisionreports.com/ALAMOSGOLD2018.
2. Election of Directors
At the Meeting, shareholders will be asked to elect nine (9) directors. Each director elected will hold office until the conclusion of the next annual meeting of shareholders of the Company at which a director is elected, unless the director’s office is earlier vacated in accordance with the articles of the Company or the provisions of the Business Corporations Act (Ontario).
All of the nominated directors are independent, except for John McCluskey, the Company’s President and Chief Executive Officer (“CEO”). (See “Director Independence”, on page 45, below.). As such, the majority (89%) of director nominees are independent.
You can vote for all of these directors, vote for some of them and against for others, or against all of them.
The following pages sets out information about the nominees for election as directors. There are no contracts, arrangements or understandings between any director or executive officer or any other person pursuant to which any of the nominees have been nominated for election as a director of the Company.
Each of the nominated directors is eligible to serve as a director and has expressed his/her willingness to do so. Eight of the nominated directors have previously served as directors of the Company. In the spring of 2018, Patrick Downey indicated that he will not stand for re-election. The Board and its Corporate Governance and Nominating Committee have proposed that Elaine Ellingham stand for election at the Meeting.
To learn more about how our Board operates, see our “Statement of Corporate Governance Practices” on page 45.
Unless otherwise instructed, the named proxyholders will vote for all of the nominated directors listed below. If any proposed nominee is unable to serve as a director, the individuals named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion.

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Mark Daniel, Ph.D. Toronto, Ontario, Canada
Age: 71 Independent: Yes Securities Held: Shares: 20,704 Options: 50,460 SARs: - RSUs: 9,898 DSUs: 55,434 2017 Vote Results: 99.71% in favour | Mr. Daniel has more than 35 years of international experience. Most recently, Mr. Daniel was Vice President, Human Resources for Vale Canada (formerly Inco Limited). Prior to that, he worked with the Bank of Canada and a number of other federal agencies before joining the Conference Board of Canada. Mr. Daniel holds a PhD in Economics. He is also a Director of Klondex Mines Ltd. where he chairs the Governance & Human Resources Committee. Mr. Daniel has been a Director of Alamos since July 2, 2015 (and previously a Director of AuRico Gold Inc. since October 26, 2011). Committees and Attendance • Board – 7 of 8 • Human Resources Committee (Chair) – 3 of 3 • Corporate Governance and Nominating Committee – 3 of 3 • Overall Attendance: 93% Other Public Boards • Klondex Mines Ltd. Areas of Expertise Strategy and Leadership, Metals and Mining, Human Resources, International Business, Corporate Governance and Legal. Equity Ownership Mr. Daniel meets the Company’s Minimum Equity Ownership Requirements (see page 38). As at the date of this Circular, the total value of Mr. Daniel’s securities (excluding stock options) is CAD$598,811. The value of Mr. Daniel’s Common Shares are CAD$144,100.

Elaine Ellingham, MBA, M.SC., P.Geo. Toronto, Ontario, Canada
Age: 59 Independent: Yes Securities Held Shares: 47,361 Options: 213,111 SARs: - RSUs: - DSUs: - 2017 Vote Results: N/A (Director Nominee) | Ms. Ellingham is a mining executive and geologist with over 30 years of experience in the mining industry. She is a consultant providing geological and corporate finance advisory services to international clients. Ms. Ellingham spent eight years with the Toronto Stock Exchange, from 1997 to 2005, in a number of capacities including National Leader of Mining. She has a range of experience in mineral exploration, corporate development and investor relations for mining companies including Aurania Resources Ltd., IAMGOLD Corporation, Campbell Resources Inc., Rio Algom Exploration Inc. and St Joe Canada Inc. Ms. Ellingham is a former Director of Richmont Mines Inc. (acquired by Alamos in 2017) and acted as Richmont’s interim President and Chief Executive Officer from July 2014 to November 2014. Currently, Ms. Ellingham is a Director of Almaden Minerals Ltd., Wallbridge Mining Company Ltd. and Aurania Resources Ltd. Committees and Attendance • N/A Other Public Boards • Almaden Minerals Ltd. • Wallbridge Mining Company Ltd. • Aurania Resources Ltd. Areas of Expertise Strategy and Leadership, Operations and Exploration, Metals and Mining, Finance, Corporate Governance and Legal. Equity Ownership As at the date of this Circular, the total value of Ms. Ellingham’s Common Shares are CAD$329,633.

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David Fleck, B.A., MBA, ICD.D Toronto, Ontario, Canada
Age: 58 Independent: Yes Securities Held Shares: 20,000 Options: - SARs: - RSUs: - DSUs: 79,015 2017 Vote Results: 99.76% in favour | Mr. Fleck has more than 30 years of capital markets experience. Beginning his career in corporate finance, Mr. Fleck ultimately rose to the positions of Co-Head Equity Products and Executive Managing Director of the BMO Financial Group. In addition, Mr. Fleck was subsequently appointed President of Mapleridge Capital Corp., and then President and Chief Executive Officer of Macquarie Capital Markets Ltd. Currently, Mr. Fleck is Partner and Senior Vice President of Delaney Capital Management and Director of Kew Media Group Inc. Previously, Mr. Fleck was a Director of Yappn Inc. Mr. Fleck holds a B.A. in Economics from the University of Western Ontario, an MBA from INSEAD School of Business and has completed the Directors Education Program at Rotman School of Business, University of Toronto and has received the ICD.D certification from the Institute of Corporate Directors. Mr. Fleck has been a Director of Alamos since July 2, 2015 (and previously a Director of Former Alamos since March 10, 2014). Committees and Attendance • Board – 8 of 8 • Audit Committee – 4 of 4 • Corporate Governance and Nominating Committee (Chair) – 3 of 3 • Overall Attendance: 100% Other Public Boards • Kew Media Group Inc. Areas of Expertise Strategy and Leadership, Metals and Mining, Finance, Human Resources, Accounting, Corporate Governance and Legal. Equity Ownership Mr. Fleck meets the Company’s Minimum Equity Ownership Requirements (see page 38). As at the date of this Circular, the total value of Mr. Fleck’s securities (excluding stock options) is CAD$689,144. The value of Mr. Fleck’s Common Shares are CAD$139,200.

David Gower, M.Sc., P.Geo. Oakville, Ontario, Canada
Age: 59 Independent: Yes Securities Held Shares: 16,500 Options: - SARs: - RSUs: - DSUs: 72,408 2017 Vote Results: 99.50% in favour | Mr. Gower has been involved in the mineral industry for over 30 years, including positions with Falconbridge Limited and Noranda Inc. (now Glencore Canada Corporation). While at Falconbridge he was General Manager of Global Nickel and PGM Exploration and a member of the senior operating team that approved capital budgets for new mining projects. Mr. Gower has been involved in numerous discoveries and mine development projects, including brown field discoveries at Raglan, Matagami, and Sudbury, Canada and green field discoveries in Brazil and at Kabanga in Tanzania. Since 2006, Mr. Gower has also been an executive of three junior mineral exploration companies of the Forbes and Manhattan Group – focused in South America and Europe with advanced projects in Spain, Brazil and Bolivia. Mr. Gower has been the President of Brazil Potash Corp. since 2009 which is developing the largest and highest-grade potash deposit in Brazil. He also serves as a Director of Apogee Opportunities Inc., Emerita Resources Corp. and Aguia Resources Ltd. Mr. Gower has a Bachelor of Science degree in Geology from Saint Francis Xavier University and a Master of Science degree in Earth Sciences from Memorial University. Mr. Gower has been a Director of Alamos since July 2, 2015 (and previously a Director of Former Alamos since May 19, 2009). Committees and Attendance • Board – 8 of 8 • Human Resources Committee – 3 of 3 • Technical and Sustainability Committee – 5 of 5 • Overall Attendance: 100% Other Public Boards • Apogee Opportunities Inc. • Emerita Resources Corp. • Aguia Resources Ltd. Areas of Expertise Strategy and Leadership, Operations and Exploration, Metals and Mining, Human Resources and International Business. Equity Ownership Mr. Gower meets the Company’s Minimum Equity Ownership Requirements (see page 38). As at the date of this Circular, the total value of Mr. Gower’s securities (excluding stock options) is CAD$618,800. The value of Mr. Gower’s Common Shares are CAD$114,840.

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Claire Kennedy, B.A.Sc., LL.B., ICD.D Toronto, Ontario, Canada
Age: 51 Independent: Yes Securities Held Shares: - 5,000 Options: - SARs: - RSUs: - DSUs: 67,566 2017 Vote Results: 96.45% in favour | Ms. Kennedy is a lawyer and Managing Partner, Clients and Industries in the Toronto office of Bennett Jones LLP. In addition, Ms. Kennedy is a Director of the Bank of Canada, Chair of the Governing Council of the University of Toronto and member of the Dean's Advisory Committee at Rotman School of Management. Ms. Kennedy is a past member of the Dean's Council at Queen’s University School of Law and formerly a Director of Neo Material Technologies Inc. Ms. Kennedy holds a degree in chemical engineering from the University of Toronto, a law degree from Queen’s University, and is enrolled in the University of Chicago’s Booth School of Business Advanced Management Program. She also holds the ICD.D designation from the Institute of Corporate Directors and is a licensed Professional Engineer in Ontario. Ms. Kennedy is currently a Director of Neo Performance Materials Inc. since November, 2017 and Alamos since November 10, 2015. Committees and Attendance • Board – 8 of 8 • Technical and Sustainability Committee – 5 of 5 • Corporate Governance and Nominating Committee – 3 of 3 • Overall Attendance: 100% Other Public Boards • Neo Performance Materials Inc. Areas of Expertise Strategy and Leadership, Finance, Public Policy, Government Relations, Political Risk, Accounting, Corporate Governance and Legal. Equity Ownership Ms. Kennedy meets the Company’s Minimum Equity Ownership Requirements (see page 38). As at the date of this Circular, the total value of Ms. Kennedy securities (excluding stock options) is CAD$505,059. The value of Ms. Kennedy’s Common Shares are CAD$34,800.

John A. McCluskey Toronto, Ontario, Canada
Age: 58 Independent: No Securities Held Shares: 739,843(1) Options: 1,795,791 SARs: - RSUs: 111,482 DSUs: - PSUs: 285,674 2017 Vote Results: 99.84% in favour | Mr. McCluskey began his career with Glamis Gold Ltd. in 1983. He went on to hold senior executive positions in a number of public companies in the resource sector. In 1996 he founded Grayd Resource Corporation, where he was CEO. In 1996 he also co-founded Alamos Minerals with mining hall of famer Chester Millar. Mr. McCluskey has been the President and Chief Executive Officer of Alamos since 2003, when the company merged with National Gold Corp. Mr. McCluskey was named Ontario’s 2012 Ernst & Young Entrepreneur Of The Year, based on a judging panel’s assessment of financial performance, vision, leadership, innovation, personal integrity and influence, social responsibility and entrepreneurial spirit. Mr. McCluskey is currently a Director of the World Gold Council and New Pacific Metals Corp. Mr. McCluskey is a former Director of AuRico Metals Inc. Mr. McCluskey has been a Director of Alamos since July 2, 2015 (and previously a Director of Former Alamos since July, 1996). Mr. McCluskey is the President and CEO of Alamos Gold Inc. Committees and Attendance • Board – 8 of 8 • Overall Attendance: 100% Other Public Boards • World Gold Council • New Pacific Metals Corp. Areas of Expertise Strategy and Leadership, Operations and Exploration, Metals and Mining, Finance, Public Policy, Government Relations, Political Risk, Human Resources and International Business. Equity Ownership Mr. McCluskey meets the Company’s Minimum Equity Ownership Requirements (see page 38). As at the date of this Circular, the total value of Mr. McCluskey’s securities (excluding stock options) is CAD$7,913,513. The value of Mr. McCluskey’s Common Shares are CAD$5,149,307. (1) Of this amount, 219,941 Common Shares are held by Mr. McCluskey's spouse, 86,568 Common Shares are held by No. 369 Sail View Ventures Ltd., a corporation wholly-owned by Mr. McCluskey and his spouse, and a total of 433,334 Common Shares are held directly by Mr. McCluskey.

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Paul J. Murphy, B.Comm., FCPA, FCA Toronto, Ontario, Canada
Age: 67 Independent: Yes Securities Held Shares: 25,000 Options: - SARs: - RSUs: - DSUs: 127,188 2017 Vote Results: 99.81% in favour | Mr. Murphy was a Partner and National Mining Leader of PricewaterhouseCoopers LLP from 2004 to April 2010 and Partner of PricewaterhouseCoopers LLP since 1981. Throughout his career, Mr. Murphy has worked primarily in the resource sector, with a client list that included major international oil and gas and mining companies. His professional experience includes financial reporting controls, operational effectiveness, International Financial Reporting Standards, SEC reporting issues, financing, valuation, and taxation as they pertain to the mining sector. Mr. Murphy is currently the Chief Financial Officer and Executive Vice-President, Finance, Guyana Goldfields Inc. since April 2010 and Chief Financial Officer of GPM Metals Inc. since May 2012. Mr. Murphy obtained a Bachelor of Commerce degree from Queen’s University, and obtained his Chartered Accountant designation in 1975 and has been recognized as a Fellow of the Institute of Chartered Accountants. Mr. Murphy is a Director of Continental Gold Inc. and has been a Director of Alamos since July 2, 2015 (and previously a Director of Former Alamos since February 18, 2010). Committees and Attendance • Board (Chair) – 7 of 8 • Overall Attendance: 88% Other Public Boards • Continental Gold Inc. Areas of Expertise Strategy and Leadership, Operations and Exploration, Metals and Mining, Finance, Public Policy, Government Relations, Political Risk, Accounting, International Business and Corporate Governance and Legal. Equity Ownership Mr. Murphy meets the Company’s Minimum Equity Ownership Requirements (see page 38). As at the date of this Circular, the total value of Mr. Murphy’s securities (excluding stock options) is CAD$1,059,228. The value of Mr. Murphy’s Common Shares are CAD$174,000.

Ronald Smith, BBA, FCPA, FCA, ICD.D Yarmouth, Nova Scotia, Canada
Age: 67 Independent: Yes Securities Held: Shares: 14,668 Options: 25,230 SARs: - RSUs: 9,898 DSUs: 64,758 2017 Vote Results: 98.70% in favour | Ron Smith is an independent director with more than 40 years of experience in the financial, telecom and energy sectors. He retired in 2004 as Senior Vice President and CFO of Emera Inc. and Nova Scotia Power Inc. Prior to that, he served as CFO of Maritime Tel and Tel Limited, now Bell Aliant Inc., from 1987 to 1999. Mr. Smith began his career with Clarkson Gordon, now Ernst & Young, where he became a partner in 1981 and specialized in insolvency and corporate restructuring assignments for most of his 16 years with the firm. He has served on many business and not-for-profit boards over the past 25 years, including 10 years on the Canada Pension Plan Investment Board from 2002 to 2012 and serving as Chair of the Acadia University Board of Governors from 2004 to 2009. Currently he is Chair of the Public Service Superannuation Plan Trustee Inc., Director of Nova Scotia Business Inc. and a Trustee of Pro Real Estate Investment Trust. Mr. Smith has been recognized as a Fellow of the Institute of Chartered Accountants and has received the ICD.D certification from the Institute of Corporate Directors. Mr. Smith has been a Director of Alamos since July 2, 2015 (and previously a Director of AuRico Gold Inc. since May 15, 2009). Committees and Attendance • Board – 8 of 8 • Audit Committee (Chair) – 4 of 4 • Corporate Governance and Nominating Committee – 3 of 3 • Overall Attendance: 100% Other Public Boards • Pro Real Estate Investment Trust Areas of Expertise Strategy and Leadership, Finance, Human Resources, Accounting, Corporate Governance and Legal. Equity Ownership Mr. Smith meets the Company’s Minimum Equity Ownership Requirements (see page 38). As at the date of this Circular, the total value of Mr. Smith’s securities (excluding stock options) is CAD$621,695. The value of Mr. Smith’s Common Shares are CAD$102,089.

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Kenneth Stowe, B.Sc., M.Sc. Oakville, Ontario, Canada
Age: 66 Independent: Yes Securities Held Shares: 3,000 Options: - SARs: - RSUs: - DSUs: 72,408 2017 Vote Results: 99.77% in favour | Mr. Stowe began his career with Noranda Inc. and spent 21 years in progressive operational, research and development, and corporate roles. In 1999, he was appointed President of Northgate Minerals Corporation and served as Chief Executive Officer from 2001 to 2011. Mr. Stowe received the prestigious Canadian Mineral Processor of the Year Award in 2006, recognizing his superior accomplishments and contributions in the field of mineral processing. Previously, Mr. Stowe was a Director of Klondex Minerals Ltd, Zenyatta Ventures Ltd. and Fire River Gold Corp. Mr. Stowe obtained a Bachelor of Science and Master of Science degrees in Mining Engineering from Queen’s University. Currently, Mr. Stowe is a Director of Hudbay Minerals Inc. and has been a Director of Alamos since July 2, 2015 (and previously a Director of Former Alamos since September 26, 2011). Committees and Attendance • Board – 7 of 8 • Human Resources Committee – 3 of 3 • Technical and Sustainability Committee (Chair) – 5 of 5 • Overall Attendance: 94% Other Public Boards • Hudbay Minerals Inc. Areas of Expertise Strategy and Leadership, Operations and Exploration, Metals and Mining, Finance, Public Policy, Government Relations, Political Risk, Human Resources, International Business. Equity Ownership Mr. Stowe meets the Company’s Minimum Equity Ownership Requirements (see page 38). As at the date of this Circular, the total value of Mr. Stowe’s securities (excluding stock options) is CAD$524,840. The value of Mr. Stowe’s Common Shares are CAD$20,880.

The information as to province of residence and principal occupation has been furnished by the respective directors individually, and the information as to shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually as at March 23, 2018 as reported on the SEDI website at www.sedi.ca.
Our Policy on Majority Voting
The Board believes that each of its members should carry the confidence and support of its shareholders. To this end, the Board has adopted a Majority Voting Policy. If, at any meeting for the election of directors, a director receives more “withheld” votes than “for” votes, the director must promptly tender his resignation to the Board, to take effect on acceptance by the Board. The Board will promptly accept the resignation unless the Corporate Governance and Nominating Committee (“CGNC”) of the Board determines that there are extraordinary circumstances relating to the composition of the Board or the voting results that should delay the acceptance of the resignation or justify rejecting it. Within 90 days of the relevant shareholders' meeting, the Board will make a final decision and announce such decision, including any reasons for not accepting a resignation, by way of press release. If the Board accepts the resignation, it may appoint a new director to fill the vacancy. Any director who tenders his or her resignation will not participate in the deliberations of the CGNC or the Board regarding such matter. In the event any director fails to tender his or her resignation in accordance with this policy, the Board will not re-nominate such director.
Cease Trade Orders, Bankruptcies and Penalties and Sanctions
No proposed director of the Company is, as at the date of this Circular, or was within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company), that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

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Except as described below, no proposed director of the Company; (i) is, as at the date of this Circular, or has been within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.
In October 2013, Fire River Gold Inc. entered into a compromise with its creditors after defaulting on its lending facility. Mr. Kenneth Stowe had ceased to be a director of that company in March of 2013.
No proposed director of the Company has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.
3. Appointment of Auditor
The persons named in the enclosed form of proxy will vote for the appointment of KPMG LLP, Chartered Accountants and Licensed Public Accountants, of 333 Bay Street, Suite 4600, Toronto, Ontario, Canada M5H 2S5, as auditor of the Company for the ensuing year, until the close of the next annual meeting of shareholders at remuneration to be fixed by the directors. For the fiscal year ended December 31, 2017, KPMG LLP were paid the following fees:

Fiscal Year End | Audit Fees | Audit Related Fees | Tax Fees
2017(1) | $659,000 | $173,500 | $109,200

(1) | All fees in USD. Fees include services rendered in connection with the Company’s acquisition of Richmont Mines Inc.

4. Advisory Resolution on Approach to Executive Compensation – “Say on Pay”
The Company believes that its compensation objectives and approach to executive compensation align the interests of management with the long-term interests of shareholders and are appropriate. Details of the Company’s approach to executive compensation are disclosed in the “Report on Executive Compensation” set forth immediately below.
As part of our dialogue with shareholders about executive compensation, we are proposing a “say on pay” advisory resolution (the “Say on Pay Resolution”) for this year’s Meeting.
As the Say on Pay Resolution is an advisory vote, the results are not binding upon the Board. However, the Board, the Human Resources Committee (“HRC”) and CGNC of the Board will take the results of the vote into account when considering future compensation policies, procedures and decisions.
We most recently held an advisory vote on executive compensation at our May 11, 2017 annual meeting of shareholders. The Say on Pay Resolution was supported by a strong majority (98.33%) of the votes cast on the resolution.
Prior to voting on the Say on Pay Resolution, the Board urges shareholders to read the Report on Executive Compensation section of the Circular as it explains the objectives and principles used in designing an executive compensation program for Alamos’ Named Executive Officers (“NEOs”). Shareholders with questions about our executive compensation programs are encouraged to contact Christine Barwell, Vice President, Human Resources, by email at notice@alamosgold.com.
BE IT RESOLVED THAT:
On an advisory basis and not to diminish the role and responsibilities of the Board, that shareholders accept the approach to executive compensation disclosed in this Circular provided in advance of the Meeting.
The Board unanimously recommends that shareholders vote in favour of the Say on Pay Resolution. Unless instructed otherwise, the persons named in the accompanying proxy intend to vote “FOR” the Say on Pay Resolution.

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REPORT ON EXECUTIVE COMPENSATION
As at December 31, 2017, the end of the most recently completed financial year of the Company, the five NEOs of the Company were Mr. John A. McCluskey, President and Chief Executive Officer, Mr. Jamie Porter, Chief Financial Officer, Mr. Peter MacPhail, Chief Operating Officer, Mr. Christopher Bostwick, Vice President, Technical Services, and Dr. Luis Chavez, Senior Vice President, Mexico.
Compensation Discussion and Analysis
The Alamos executive compensation program is designed to achieve the following objectives:

• | Attract, retain, and motivate executives of the highest quality;

• | Align the interests of the CEO and the senior executives with the Company’s shareholders;

• | Create incentives to achieve established corporate and individual performance objectives;

• | Properly reflect the respective duties and responsibilities of the senior executives; and

• Create incentives relating to risk management and regulatory compliance.
These objectives are embedded in the charter of the HRC, and reflect the Company’s pay-for-performance philosophy for compensation of its executives. Each of the elements of the Company’s compensation program (base salary, annual non-equity incentive and long-term incentives) is designed to achieve one or more of these objectives, both in the near and long-term.
Compensation for the NEOs, and the balance of the executive officers, consists of a base salary, discretionary annual non-equity incentive, and longer-term incentives in the form of stock options and performance share unit grants. The HRC reviews and recommends base salary levels to the Board, based on a number of factors, in order to enable the Company to attract, motivate and retain high quality executives who are critical to the Company’s long-term success. Annual incentive compensation is linked to achievement of annual individual and corporate objectives, thereby aligning interests of the executives with those of the Company’s shareholders. Long-term equity incentive compensation is intended to align the interests of executive officers with the longer-term interests of shareholders.
Overall, the Company’s compensation strategy is to target total compensation at the median of the Company’s defined peer group, which is reviewed annually, and awarded based on performance. The Company continues to place greater weighting on pay at risk, including short-term compensation (annual non-equity incentives) and long-term incentives. Where an NEO’s total compensation falls relative to that of the Company peer group, it is a reflection of their level of responsibility, performance, and ability to influence corporate results.
Base salaries and long-term incentives for the 2017 year were established in a meeting of the HRC held on February 21, 2017. The Company’s performance for the 2017 year was reviewed by the HRC on February 20, 2018. At that meeting, 2018 base salaries, 2017 annual non-equity incentives with respect to 2017 performance and 2018 long-term incentive grants were established.

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Independent Advice
The Company paid the fees outlined below for independent compensation advisory services in conjunction with the annual executive compensation review for the years indicated.

Services | Associated Fees
2017 Executive Compensation-related Fees 1. Hugessen Consulting Inc.(1) a. Reviewed and provided advice regarding pay peer group, executive and director compensation benchmarking; and b. Conducted an independent review of Company performance and prepared pay-for-performance graphics for inclusion in the 2017 Compensation, Disclosure & Analysis. | CAD$42,169
2. Willis Towers Watson(1) a. Management retained Willis Towers Watson in early 2018 to provide compensation advice and other related services. Willis Towers Watson provided the following services in respect of fiscal year 2017. • Analyzed the performance of Alamos compared to our performance peer group and other comparator groups; • Assisted in reviewing the market compensation levels for the CEO, NEOs and other senior executives; and • Reviewed and commented on the management information circular. | CAD$31,534
2016 Executive Compensation-related Fees 1. Hugessen Consulting Inc. a. Reviewed and provided advice regarding pay peer group, executive and director compensation benchmarking; and b. Conducted an independent review of Company performance and prepared pay-for-performance graphics for inclusion in the 2016 Compensation, Disclosure & Analysis. | CAD$52,164
2015 Executive Compensation-related Fees 1. Hugessen Consulting Inc.(1) a. Reviewed and provided advice regarding peer group, executive compensation, Proxy Disclosure Update, and Executive Change of Control Analysis. | CAD$51,730

(1) | Reported Associated Fees may be estimates given billing occurs after the services have been provided and/or may be those fees billed in the respective year and includes HST.

Hugessen did not provide any services other than those noted above. Any services requested by Hugessen require HRC pre-approval and the Chair of the HRC approves all invoices for work performed by Hugessen. The HRC reviews and considers the information and advice provided by Hugessen, among other factors, when it makes its recommendations to the Board for approval. The Board, however, makes the final decisions with respect to executive compensation after considering the HRC’s recommendations. Hugessen was first retained by the HRC in 2012.
Willis Towers Watson performed services for management.
Board Outreach - Summary of Meetings with Proxy Advisory Companies
The Board is committed to aligning executive pay with the performance of the Company and in doing so is committed to its outreach program with representatives and advisors to institutional investors. The Chair of the HRC, the Chair of the Board, and the Chair of the CGNC along with the Vice President, Human Resources and the Vice President, General Counsel, met with Glass Lewis (“GL”) and Institutional Shareholder Services (“ISS”) on October 31, 2017 and December 14, 2017 respectively. The purpose of these meetings was to provide an overview of the Alamos compensation philosophy, to give an update on the Company’s acquisition of Richmont Mines Inc., and to understand the priorities of GL/ISS as they review the Company’s performance for the 2017 proxy season. Key concerns were discussed and addressed at those meetings. Additionally, on March 9, 2018, the Chair of the HRC, Chief Financial Officer and Vice President of Human Resources, met with Fidelity Management and Research Company (“Fidelity”) to discuss the Company’s compensation practices and alignment with certain key metrics that Fidelity uses to assess corporate performance in evaluating executive compensation. Specifically, Fidelity encouraged the application of “per-share” and return metrics, many of which

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already form part of the corporate metrics the HRC and Board use to evaluate the performance of Alamos management. The HRC intends to further review and evaluate the potential application of certain of these metrics to future executive compensation decisions at Alamos.
Glass Lewis
Prior to the 2017 Alamos Annual General Meeting, held on May 11, 2017, Glass Lewis recommended a “For” vote on all matters given the improvements over 2016 that the Company made to its executive compensation program. In its review, GL noted certain concerns. The table below outlines how these were addressed by Alamos:

Glass Lewis Comment | The Company’s Response
1. Variable Compensation a. Single Metrics b. Vesting below Median c. Performance Period of Long-term Awards | Under the Short-term Incentive Plan (“STIP”), the Company measures performance against 11 performance metrics each of which falls under one of the following categories: 1) Growth and creating shareholder value, 2) Financial, or 3) Operational. The Company measures performance for the Long-term Incentive Plan (“LTIP”), and specifically PSUs, using relative Total Shareholder Return (“TSR”). There are four performance periods; • Period One - from the date of grant to the 1 st year anniversary, • Period Two - from the 1 st year anniversary to the 2 nd year anniversary, • Period Three - from the 2 nd year anniversary to the 3 rd year anniversary, and • Period Four - from the date of grant to the 3 rd year anniversary. These performance periods reflect both annual and long-term (3 years) performance with greatest weighting (40%) on long-term performance. The Company reviewed PSU plans of other peer companies and those of non-peer companies and concluded that the performance metrics applied under both the STIP and LTIP provide a balanced measure of performance. As GL does not support the use of the same metrics under more than one plan, TSR has been removed from the STIP in 2018. If Company performance is below the 20 th percentile of its peer group, the payout factor is zero. Additionally, in a year of negative relative TSR, the maximum payout factor is capped at 100%. Restricted Share Units (“RSUs”) cliff-vest on November 30 th in the third year from date of grant. PSUs vest 3 years from the date of grant. Deferred Share Units (“DSUs”) vest immediately however may not be settled while an active director. Stock options vest in three tranches, 1/3 on the first anniversary from the date of grant, 1/3 on the second anniversary and 1/3 on the third anniversary. The life of the stock options is between 5 and 7 years and on average, NEOs exercise options after 5 years from date of grant. Stock option grants represent approximately 50% of the total LTIP grant. The Company believes that the LTI and STI plans ensure that management’s interests are aligned to those of the shareholders and provide the company the opportunity to attract, retain and motivate the executives.
2. General Policy – Change of Control Provisions Glass Lewis reported their concern that the Company provides immediate vesting of certain equity awards upon a change in control of the Company however noted the HRC has removed all such provisions from agreements with NEOs, therefore eliminating their concern going forward. | As part of the merger in 2015, continuing executives were issued amended and restated employment agreements which removed the single-trigger change of control (“COC”) feature from their prior employment contracts and waived the immediate vesting under the supplemental executive retirement plan (“SERP”), LTIP and other benefits.
3. Disclosure – Performance Goals not Disclosed Noting an overall improvement year-over-year, GL would like the Company to disclose a clearer description of the target goals under the STI plan or rationale for the absence of such information. | Alamos has disclosed a threshold, target, and maximum goal for each corporate metric used to evaluate the Company’s performance under its STIP and has disclosed such detail in this Management Information Circular.

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Institutional Shareholder Services
Prior to the 2017 Alamos Annual General Meeting, ISS recommended a “For” vote on all matters including the advisory vote on executive compensation. In its review, ISS noted certain concerns. The table below outlines how these were addressed by Alamos:

ISS Comment | The Company’s Response
1. Pay Practices ISS raised a medium concern on Relative Degree of Alignment (“RDA”) indicating less than optimal pay for performance alignment and lack of disclosure of all the actual pre-determined targets and performance against those targets for the determination of the short-term incentive bonus. | Alamos has disclosed in this Circular, the threshold, targets and maximums of the corporate objectives and the rating that reflects performance against such metrics. ISS’ pay for performance analysis included the retention payment that was paid to certain executives on the merger between Alamos Gold Inc. (“Former Alamos”) and AuRico Gold Inc. (“AuRico”). This payment was in consideration for these executives waiving their contractual rights to change of control payments on completion of the merger and in consideration of a renegotiated employment contract that removed a single-trigger change of control provision. This retention payment was negotiated and awarded on July 2, 2015 to be paid 25%/25%/50% on July 2, 2015, 2016 and 2017 respectively. The pay for performance analysis should have excluded this amount as the payment represents a settlement of a 2015 liability and was not with respect to 2016 performance.

Peer Group – Executive Compensation
The HRC and subsequently, the Board, reviewed and approved the peer group for 2017 executive compensation (consisting of base salaries, and annual non-equity incentive targets and long-term incentives) at the February 22, 2017 Board meeting. The companies that were selected to be a part of the peer group fell within a range of between 0.5 and 2.5 times Alamos’ Last Twelve Months (“LTM”) Total Revenue and Market Capitalization. This reflects the same peer group as disclosed in the 2017 Management Information Circular dated March 29, 2017. The peer group selected in 2017 is as follows:

B2Gold Corp. | Centerra Gold Inc. | Coeur Mining Inc.
Detour Gold Corporation | Eldorado Gold Corp. | Hecla Mining Company
Hudbay Minerals Inc. | IAMGOLD Corp. | New Gold Inc.
Oceana Gold Corporation | Pan American Silver Corp. | SEMAFO Inc.
SSR Mining Inc. (formerly Silver Standard Resources) | Tahoe Resources Inc. |

Peer Group – Performance
The HRC and subsequently, the Board, reviewed and approved the peer group for the 2017 Performance Share Unit (“PSU”) grant at the February 22, 2017 Board meeting: The performance peer group selected is the same peer group as above for executive compensation with the exception of Hudbay Minerals, Inc., Pan American Silver Corp., and the addition of the S&P/TSX Global Gold Index. The performance peer group excludes non-gold producing mining companies that fall within the defined parameters as noted above.

B2Gold Corp. | Centerra Gold Inc. | Coeur Mining Inc.
Detour Gold Corporation | Eldorado Gold Corp. | Hecla Mining Company
IAMGOLD Corp. | New Gold Inc. | Oceana Gold Corporation
SEMAFO Inc. | SSR Mining Inc. | Tahoe Resources Inc.
TSX Global Gold Index |  |

Key components of the Company’s compensation plan are discussed in greater detail below.

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Base Salary
Base salaries provide executive officers with remuneration based on the position and the required qualifications and skills to effectively perform the functions contained in the job description. Base salaries are also the determinant for other forms of compensation (annual non-equity incentive, long-term incentive, pension, and benefits) to the extent these are paid or granted as a percentage of base salary. Base salaries are intended to be internally equitable and externally competitive, with the principal objectives being to retain and motivate existing executives and employees and attract candidates. Salaries are reviewed annually based on performance levels within the Company, and compared to base salaries for similar roles in peer group companies. The Company targets the median of its peer group, however, actual salaries are a reflection of industry economics, Company performance, individual performance, years of experience at the executive level, and technical, management, and leadership skills. Annual adjustments to base salary are assessed and recommended by the CEO (regarding other NEOs and executives) to the HRC and in turn, recommended by the HRC to the Board for final approval. The CEO’s base salary adjustment is recommended by the HRC to the Board.
For 2017, NEO base salary increases ranged from 3.0% to 6.7% and are further explained in the notes accompanying the Summary of Compensation table.
Named Executive Officer Compensation

John A. McCluskey, President and Chief Executive Officer |
The CEO is to be the leader of an effective and cohesive management team, sets the tone for the Company by exemplifying consistent values of high ethical standards and fairness, leads the Company in defining its vision, be the main spokesperson for the Company, and bears chief responsibility for ensuring the Company achieves its short, mid and long-term operational and strategic objectives. The CEO works with, and is accountable, to the Board in designing and executing the Company’s strategic plan. Mr. McCluskey’s bonus in 2017 was attributable to broad achievement of all corporate objectives, including achieving production and cost guidance, development project and strategic milestones.
2017 Achievements | Compensation in USD | 2017 ($) | 2016 ($) | 2015 ($)
• Oversaw the successful completion of the Richmont Mines Inc. acquisition which added the high-grade Island Gold mine to the Company’s portfolio of North American based producing assets, increasing Company-wide gold production to over 500,000 ounces per year and contributing to an 18% increase in proven and probable reserves. • Oversaw the strengthening of the Company’s balance sheet by eliminating its high yield debt and expanding its credit facility, ending the year with approximately $237 million in cash and equivalents. • Completion of three feasibility studies, advancing the Company’s growth portfolio closer toward the development stage of the project life cycle. | Base Salary | $585,808 | $554,925 | $560,964
Annual Incentive | $864,067 | $721,403 | $804,781
Stock Options | $518,558 | $469,908 | $695,986
Performance Share Units | $522,199 | $509,624 | -
Restricted Share Units | - | - | $622,356
Total Direct Compensation | $2,490,632 | $2,255,860 | $2,684,087
Year over Year Change | 10% | -16% | -
Share Ownership – Mr. McCluskey exceeds the equity ownership requirement
2017 Pay Mix | Level Required | Share/Equity Holdings | Share Price at March 23, 2018 (CAD) | Total Value (USD)(1) | Multiple
| 3 times base salary | 1,136,999 | $6.95 | $6,146,895 | 10.5x

(1) | Value converted to USD at the March 23, 2018 at the rate of CAD$1.00 = USD$0.7768.

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Jamie Porter, Chief Financial Officer |
Mr. Porter has over 17 years of progressive finance experience in the mining industry. He joined Alamos in 2005 as Controller, and was promoted to Vice President of Finance in 2008. He has served as Alamos’ Chief Financial Officer since 2011. As CFO, Mr. Porter reports to the CEO and manages the Company’s financial reporting, internal control, treasury, information technology, investor relations and certain corporate development functions. He also is responsible for monitoring and maintaining the Company’s financial strength, ensuring adequate liquidity, managing counterparty arrangements, achieving return on investment targets, evaluating and structuring M&A opportunities and overall risk management. Mr. Porter’s 2017 compensation was based on specific objectives and his bonus in 2017 was based on his contribution towards the Company achieving its corporate objectives.
2017 Achievements | Compensation in USD | 2017 ($) | 2016 ($) | 2015 ($)
• Strengthening the Company’s balance sheet and liquidity through the completion of a $250 million bought deal equity financing, the repayment of the Company’s $315 million high yield note liability and the expansion of the Company’s revolving credit facility from $150 million to $400 million under peer-leading terms. These actions resulted in Alamos ending 2017 with debt-free total liquidity of approximately $637 million. • Actively involved in the diligence, negotiation and integration of Richmont Mines Inc. • Oversaw capital spending and cost control measures at the Company’s mine sites, where mine site free cash flow approximately doubled in 2017 to $77.5 million. | Base Salary | $346,860 | $320,875 | $286,729
Annual Incentive | $402,358 | $354,086 | $336,303
Stock Options | $203,717 | $187,963 | $278,323
Performance Share Units | $205,148 | $203,849 | -
Restricted Share Units | - | - | $248,708
Total Direct Compensation | $1,158,083 | $1,066,773 | $1,150,063
Year over Year Change | 9% | -7% | -
Share Ownership – Mr. Porter exceeds the equity ownership requirement
2017 Pay Mix | Level Required | Share/Equity Holdings | Share Price at March 23, 2018 (CAD) | Total Value (USD)(1) | Multiple
| 1 times base salary | 258,942 | $6.96 | $1,399,904 | 4.0x

(1) | Value converted to USD at the March 23, 2018 at the rate of CAD$1.00 = USD$0.7768.

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Peter MacPhail, Chief Operating Officer (“COO”) |
Peter MacPhail has more than 25 years of operational experience in Canada, Mexico and Australia. Mr. MacPhail was most recently Chief Operating Officer of AuRico having joined in 2011 through AuRico’s acquisition of Northgate Minerals. He served in the same capacity for eight years at Northgate. As COO, Mr. MacPhail contributes to the establishment of the Company’s operational, financial, and sustainability objectives. Mr. MacPhail’s bonus in 2017 bonus was based on performance against the corporate metrics and his 2017 achievements.
2017 Achievements | Compensation in USD | 2017 ($) | 2016 ($) | 2015(1) ($)
• Completion of La Yaqui Phase I ahead of schedule and on budget. • Record production and met cost guidance at all sites. • Actively involved in the diligence, negotiation and integration of Richmont Mines Inc. • Achieved a significant safety milestone at the El Chanate mine in Mexico. | Base Salary | $369,984 | $339,750 | $313,672
Annual Incentive | $429,181 | $374,914 | $394,961
Stock Options | $203,717 | $187,963 | -
Performance Share Units | $205,148 | $203,849 | -
Restricted Share Units | - | - | -
Total Direct Compensation | $1,208,030 | $1,106,476 | $708,633
Year over Year Change | 9% | 56% | -
Share Ownership – Mr. MacPhail exceeds the equity ownership requirement
2017 Pay Mix | Level Required | Share/Equity Holdings | Share Price at March 23, 2018 (CAD) | Total Value (USD)(2) | Multiple
| 1 times base salary | 213,341 | $6.96 | $1,153,374 | 3.1x

(1) | Mr. MacPhail was not awarded an LTI grant in 2015 given the timing of the AuRico’s annual grant and the merger in mid 2015.

(2) | Value converted to USD at the March 23, 2018 at the rate of CAD$1.00 = USD$0.7768.

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Christopher Bostwick, Vice President, Technical Services |
Chris Bostwick holds over 25 years of experience in the global mining industry, 19 of which were spent with Barrick Gold in various roles. Mr. Bostwick was most recently with AuRico where he served as Senior Vice President, Technical Services. He has mining experience in operations, engineering, maintenance, strategic planning, and project evaluation and development gained in North and South America, Africa and Russia. As Vice President of Technical Services, Mr. Bostwick is responsible for overseeing all annual reserve and resource reporting, technical services functions at site, continuous improvement, life of mine planning and costing, and technical due diligence for corporate development. Mr. Bostwick’s 2017 bonus was based on performance against the corporate metrics and his 2017 achievements.
2017 Achievements | Compensation in USD | 2017 ($) | 2016 ($) | 2015(1) ($)
• Achievement of site production and cost guidance. • Successful completion of NI 43-101 technical reports. • Completion of the feasibility study for the Lynn Lake and Turkey (Kirazlı, and Aği Daği) projects. • Leading the technical due diligence and evaluation for the acquisition of Richmont Mines Inc., and other corporate development initiatives. | Base Salary | $262,072 | $249,150 | $241,200
Annual Incentive | $179,257 | $171,017 | $157,984
Stock Options | $101,860 | $93,982 | -
Performance Share Units | $102,574 | $98,148 | -
Restricted Share Units | - | - |
Total Direct Compensation | $645,763 | $612,297 | $399,184
Year over Year Change | 5.5% | 53% | -
Share Ownership – Mr. Bostwick exceeds the equity ownership requirement
2017 Pay Mix | Level Required | Share/Equity Holdings | Share Price at March 23, 2018 (CAD) | Total Value (USD)(2) | Multiple
| 1 times base salary | 110,010 | $6.96 | $594,741 | 2.3x

(1) | Mr. Bostwick was not awarded an LTI grant in 2015 given the timing of the AuRico’s annual grant and the merger in mid 2015.

(2) | Value converted to USD at the March 23, 2018 at the rate of CAD$1.00 = USD$0.7768.

Management Information Circular | 19

Luis Chavez, Senior Vice President, Mexico |
Dr. Luis Chavez has 30 years of experience in the mining sector and prior to his current role with the Company he was the Senior Vice President, Mexico with AuRico. As Senior Vice President of Mexico, Dr. Chavez is responsible for government relations, regulatory affairs at the community, state and federal levels, land management and permitting matters in Mexico. Dr. Chavez’s 2017 bonus was based on performance against the corporate metrics and his 2017 achievements.
2017 Achievements | Compensation in USD | 2017 ($) | 2016 ($) | 2015 ($)
• Secured and maintained land access across the Mulatos District, facilitating the implementation of the 2017 exploration program. • Conducted all the negotiations that resulted in the acquisition of the land required for the development of La Yaqui Grande. • Participated in key meetings with national mining organizations, and state and federal government authorities, resulting in key contributions to improve mining policy and procedures. | Base Salary | $285,310 | $277,000 | $271,740
Annual Incentive | $186,593 | $179,548 | $170,000
Stock Options | $101,860 | $93,982 | -
Performance Share Units | $102,574 | $83,048 | -
Restricted Share Units | - | - | -
Total Direct Compensation | $676,337 | $633,578 | $441,740
Year over Year Change | 7% | 43% | -
Share Ownership – Dr. Chavez exceeds the ownership requirement
2017 Pay Mix | Level Required | Share/Equity Holdings | Share Price at March 23, 2018 (CAD) | Total Value (USD) | Multiple
| 1 times base salary | 124,227 | $6.96 | 671,602 | 2.4x

(1) | Value converted to USD at the March 23, 2018 at the rate of CAD$1.00 = USD$0.7768.

Management Information Circular | 20

Outstanding Share-based Awards and Option-based Awards
The following tables set out the outstanding option-based and share-based awards (including RSUs and PSUs) held by the NEOs as at December 31, 2017. Values are in United States dollars converted at year-end rate for 2017 of CAD$1.00 = USD$0.7971 for unexercised value.

Name | Option-based Awards
| Number of securities underlying unexercised options | Option exercise price (CAD$) | Option expiration date (dd/mm/yyyy) | Value of unexercised in-the-money options (1) (USD$)
John McCluskey | 202,100 | 14.86 | 06/06/2018 | -
300,000 | 8.95 | 28/05/2019 | -
388,600 | 7.28 | 27/02/2020 | 281,875
450,000 | 3.75 | 18/01/2023 | 1,592,606
162,791 | 9.62 | 06/03/2024 |
Jamie Porter | 66,700 | 14.86 | 06/06/2018 | -
120,000 | 8.95 | 28/05/2019 | -
103,600 | 7.28 | 27/02/2020 | 75,147
160,000 | 3.75 | 18/01/2023 | 566,260
63,953 | 9.62 | 06/03/2024 | -
Peter MacPhail | 27,627 | 15.53 | 13/01/2018 | -
45,836 | 13.80 | 07/02/2018 | -
18,262 | 18.86 | 28/02/2019 | -
137,957 | 7.76 | 12/12/2019 | 47,285
180,000 | 3.75 | 18/01/2023 | 637,042
63,953 | 9.62 | 06/03/2024 | -
Christopher Bostwick | 15,138 | 15.53 | 04/01/2018 | -
25,230 | 18.18 | 12/12/2018 |
12,615 | 7.74 | 13/12/2018 | 4,525
35,322 | 7.76 | 12/12/2019 | 12,107
90,000 | 3.75 | 18/01/2023 | 318,521
31,977 | 9.62 | 06/03/2024 | -
Luis Chavez | 12,615 | 13.80 | 07/02/2018 |
25,230 | 18.18 | 12/12/2018 | -
12,615 | 7.74 | 13/12/2018 | 4,525
35,322 | 7.76 | 12/12/2019 | 12,107
90,000 | 3.75 | 18/01/2023 | 318,521
31,977 | 9.62 | 06/03/2024 | -

(1) | Calculation based on the closing price of the Common Shares on the TSX at December 31, 2017 of CAD$8.19, and includes both vested and unvested stock options.

Management Information Circular | 21

Name | Share-based Awards
| Number of Unvested RSUs | Number of Vested RSUs | Market or Payout Value of RSUs that have not Vested | Market or Payout Value of Vested RSUs(1) not Paid Out or Distributed (USD$)
John McCluskey | 111,471 | - | 727,708 | -
Jamie Porter | 44,547 | - | 290,812 | -
Peter MacPhail | - | - | - | -
Christopher Bostwick | - | - | - | -
Luis Chavez | - | - | - | -

(1) | Calculation based on the closing price of the Common Shares on the TSX at December 31, 2017 of CAD$8.19.

Name | Share-based Awards
| Number of Unvested PSUs | Number of Vested PSUs | Market or Payout Value of PSUs that have not Vested (1)(2) | Market or Payout Value of Vested PSUs not Paid Out or Distributed (USD$)
John McCluskey | 171,374 | - | 1,118,769 | -
Jamie Porter | 68,028 | - | 444,103 | -
Peter MacPhail | 68,028 | - | 444,103 | -
Christopher Bostwick | 33,285 | - | 217,292 | -
Luis Chavez | 30,369 | - | 198,260 | -

(1) | Calculation based on the closing price of the Common Shares on the TSX at December 31, 2017 of CAD$8.19.

(2) | PSUs valued based on assumption of 100% performance vesting.

Value Vested or Earned During Year
The following table sets out the value vested or earned for all incentive plan awards held by NEOs during the year ended December 31, 2017. Values are in United States dollars converted at the average rate for 2017 of CAD$1.00 = USD$0.7708 for vested amounts. The value vested for option-based awards is calculated as the difference between the share price and the exercise price on the date of vesting multiplied by the number of vested option-based awards. The value for share-based awards is equal to the share price on the vesting date multiplied by the number of vested share-based awards.

Name | Value Vested Option-based Awards during the year (USD$) | Value vested Share-based Awards during the year (USD$) | Non-equity incentive plan compensation – Value earned during the year (USD$)
John A. McCluskey | 1,081,130 | 550,391 | 864,067
Jamie Porter | 432,428 | 220,155 | 402,358
Peter MacPhail | 345,024 | 247,378 | 429,181
Christopher Bostwick | 171,042 | 16,812 | 179,257
Luis Chavez | 171,042 | 15,921 | 186,593

Management Information Circular | 22

Gains Realized on Stock Options, Restricted Share Units, and Performance Share Units Exercised by NEOs in 2017
The table below summarizes the realized gains on stock options exercised by NEOs in 2017:

Name | Gains Realized on Stock Options (USD$) | Gains Realized on Restricted Share Units (USD$) | Gains Realized on Performance Share Units (USD$)
John McCluskey | - | 572,674 | -
Jamie Porter | 110,983 | 229,068 | -
Peter MacPhail(1) | - | - | 95,893
Christopher Bostwick | - | 16,269 | -
Luis Chavez | - | 31,656 | -

(1) PSUs granted by AuRico, prior to July 2, 2015.
Stock Option Re-pricing
No stock options held by the NEOs are permitted to be nor were re-priced downward during the Company’s most recently completed financial year ended December 31, 2017.
Company Performance
Alamos had a strong year in 2017, having reached many milestones, notably:

• | Achieved guidance with record gold production of over 429,000 ounces in 2017 at total cash costs of $770 per ounce;

• | Sold 430,115 ounces of gold at an average realized price of $1,262 per ounce for revenues of $542.8 million;

• | Generated positive free-cash flow at each of the Company’s operations for total mine-site free cash flow of $77.5 million for the year, including record free cash flow at Young-Davidson;

• | Significantly improved the Company’s financial condition and liquidity through a $250 million bought deal equity financing completed in January 2017, the subsequent repayment of the $315 million High Yield Note liability and the expansion of the Company’s revolving credit facility from $150 million to $400 million on peer-leading terms;

• | Completed the acquisition of Richmont Mines Inc. and its Island Gold mine, a high-grade, long-life asset in Ontario, Canada;

• | Completed construction of La Yaqui Phase I on budget and ahead of schedule with the first gold pour in August;

• | Increased mineral reserves globally by 2.1M ounces;

• | Achieved a significant safety milestone of five million hours without a lost-time incident at the El Chanate mine site;

• | Reported positive feasibility studies for the Kirazlı and Ağı Dağı projects in Turkey and the Lynn Lake project located in Manitoba, Canada; and

• | Received the forestry permits for the Kirazlı project in Turkey.

Alamos has gone through transformational change, particularly since the July 2015 merger with AuRico. The Company has grown from a single asset producer in 2014 to currently having four operating mines. Prior to the merger, the Company’s annual production was approximately 140,000 ounces and in 2018 is projected to produce approximately 500,000 ounces representing a 233% increase at a 13% decrease in all-in sustaining costs.
In 2017, Alamos significantly strengthened its balance sheet and liquidity through the financing measures outlined in the highlights above. The Company is well positioned with a peer-leading balance sheet, growing cash flow from operations and the financial strength to self-finance its portfolio of development projects, including the Kirazlı and Ağı Dağı projects in Turkey and Lynn Lake in Manitoba, Canada. Further, Alamos has a strong history of shareholder returns, consistently paying semi-annual dividends, returning over $120 million to shareholders since 2010.

Management Information Circular | 23

Performance Graph
The following graph compares the yearly percentage change in the cumulative performance of the Alamos Common Shares with the S&P/TSX Global Gold Index for the period from January 1, 2013 to December 31, 2017 assuming a $100 investment in its Common Shares.
Comparison of Performance since January 1, 2013 between the Company’s Common Shares and the S&P/TSX Global Gold Index
Relative Performance
Executive compensation decisions at Alamos reflect a comprehensive assessment of the Company’s performance, including its performance across a number of key financial and operational metrics in the short and medium-term relative to the Company’s performance peer group. The following graphs depict the analysis of relative performance that the HRC took into consideration to form its pay decisions at year end. Specifically, the HRC reviewed the 1-year and 3-year performance of Alamos against the 12 companies that make up the Company’s performance peer group (page 15) on the following categories of measures:

• | Total shareholder return (“TSR”);

• | Measures of growth: change in operating cash flow, earnings before interest, taxes, depreciation, and amortization (EBITDA), revenue, gold production, and total assets; and

• | Profitability/return measures: return on assets (“ROA”), return on equity (“ROE”), and return on invested capital (“ROIC”).

Management Information Circular | 24

Relative Performance – TSR vs. Peers
During 2017, Alamos performed above the median of the majority of its performance peer groups on TSR for the year, ranking at the 62 nd percentile. Over the medium term, Alamos ranks below the 25 th percentile on 3-year TSR, but is above median when reviewing TSR from the completion of the merger with AuRico on July 6, 2015 to December 31, 2017.
Relative Performance – Growth Measures
Alamos performed strongly against its performance peer groups on measures of growth, ranking at the median or better on a one year and three-year basis across all five growth metrics examined by the HRC. Of note, Alamos’ 3-year growth in operating cash flow, gold production, and revenue ranks above the 75th percentile. This is in part due to a declining cost profile and lower capital spending and in part due to a 233% increase in production since 2014. These results are indicative of the successful execution of Alamos’ growth strategy.

Management Information Circular | 25

Relative Performance – Return Metrics
Alamos has performed below the median on ROA, ROE, and ROIC for both the one year and three-year analysis. In 2015, the Company inherited the financial statements of AuRico which included a significant accumulated retained deficit balance as compared to Alamos’ history of retained earnings. As a result, the return metrics for the one and three-year periods have been negatively impacted by the historical financial performance of AuRico prior to 2015. While Alamos’ overall performance on these profitability and return metrics has been below expectations, the HRC notes that Alamos’ ROE, ROA, and ROIC are trending positively on both an absolute and a relative basis, as the Company realizes benefits from the merger.
Annual Non-Equity Incentive
The HRC determines, annual non-equity incentive awards to be paid to the executive officers of the Company in respect of a financial year based on both individual and corporate performance, as well as the recommendations of the CEO (regarding other NEOs). Each executive officer is responsible for presenting specific individual goals and objectives to the CEO and Board for review and approval on an annual basis. The CEO approves, on a discretionary basis, annual non-equity incentives to be paid by the Company to all other eligible employees of the Company in respect of a financial year. Annual non-equity incentive targets are set based on peer group benchmarking, and an internal review for internal equity purposes. An annual non-equity incentive is provided as an element of total compensation to provide an incentive to achieve or exceed annual goals consistent with operating or financial metrics that can generally be improved on a year over year basis. The Company metrics are outlined in the table under “Corporate Metrics”. All executives other than the CEO, CFO and COO have a 50:50 weighting of their individual and corporate metrics. The CFO and COO have a weighting of 75:25 corporate metrics and individual goals, whereas the CEO is measured entirely on performance relative to corporate metrics. The HRC retains the right to apply discretion to the bonuses awarded.
Details of the Plan
The annual non-equity incentive plan is structured to recognize individual and Company-wide performance. Goal achievement equates to a 100% target payout, while exceeding goals is recognized by a payout of up to 150% of target. Individual goal recognition is determined in concert with overall corporate performance. Equally, the Board has the discretion to recognize goals that are not fully achieved but would be paid at a threshold level (below target). Target annual non-equity incentive payout levels are expressed in ranges and as percentages of base salary.
For purposes of calculating short-term incentive bonuses, the Company achieved an overall performance rating of 118%, reflecting the substantial improvement to the balance sheet in the year as well as the acquisition of Richmont Mines Inc. However, given that the Alamos total share return for the 2017 year was negative, the CEO, CFO and COO elected to cap their short-term incentive bonus at 100% of their target.
The difference between the short-term incentive bonus that would have otherwise been payable calculated at 118% of target for the CEO, CFO and COO was allocated to long-term incentive in the form of stock options.
Overall bonus awards (corporate and individual metrics) for the NEOs were as follows:

Management Information Circular | 26

Name and Principal Position | Target Bonus as a % of Base Salary | Actual Bonus Paid as % of Base Salary | Bonus Paid in Cash (% of Base Salary) | Bonus Delivered as Stock Options (% of Base Salary)
John A. McCluskey, CEO | 125% | 147.5% | 125% | 22.5%
Jamie Porter, CFO | 100% | 116% | 100% | 16%
Peter MacPhail, COO | 100% | 116% | 100% | 16%
Christopher Bostwick, VP, Technical Services | 60% | 68.4% | 68.4% | -
Luis Chavez, SVP, Mexico | 60% | 65.4% | 65.4% | -

Corporate Metrics
Below is a summary of the corporate metrics that were used in determining 2017 awards for executives. The results reported under the “2017 Results” column were those achieved in the 2017 year. Each metric has a range defining a threshold, target and maximum. If a result falls 25% below target, the rating is zero. Target, which is defined as a stretch goal, equates to 100% while 15% or higher than target equates to 150% rating.
The Chair of the Board and the Chair of the HRC meet in advance of the respective year end meetings to review with management the corporate metric results for the performance year. At this meeting, a comprehensive review of annual company performance is undertaken, that includes discussions of events or impacts - positive or negative - that are outside management’s control. Accordingly, financial and certain other metrics are normalized for items such as gold price volatility and foreign exchange movements.
The 2017 metrics and associated weightings were:
1. Growth and Creating Shareholder Value – 30%
2. Financial Performance – 30%
3. Operational and Sustainability – 40%
The following table states the 2017 corporate metric targets and the 2017 results, including the weightings.

Corporate Metric | Weighting | Description | Threshold (0%) | Target (100%) | Maximum (150%) | 2017 Result | 2017 Rating
1. Growth and Creating Shareholder Value – 30%
• Resource increase & reserve replacement | 10% | Maintain mine life, by adding mineral resources equivalent to mined out depletion. The Company wide target for 2017 is 500,000 ounces of resource addition (across all categories). | BOD Discretion | With the acquisition of Island Gold and completion of the Lynn Lake Feasibility Study, replaced reserves at Mulatos, and added 2.2Moz to P&P reserves, net of depletion of 538 koz. | 15%

Management Information Circular | 27

Corporate Metric | Weighting | Description | Threshold (0%) | Target (100%) | Maximum (150%) | 2017 Result | 2017 Rating
• Advance projects through permitting to the construction stage through achievement of community relations, land access and permitting progress | 10% | MEXICO: La Yaqui: Complete construction and commissioning La Yaqui Grande: Advance pre-feasibility study and baseline environmental work TURKEY: Kirazlı: Complete Feasibility Study and start construction Ağı Dağı: Complete Feasibility Study CANADA: Lynn Lake: Complete Feasibility Study | BOD Discretion | 1. La Yaqui Phase 1 project completed on budget and ahead of schedule with first gold pour on August 30. 2. Kirazlı: a) Feasibility Study completed and NI 43-101 report posted 44% IRR. b) Critical path activities advanced (Reservoir, Road Relocation, Power line & Civil tenders and early construction activities commenced). 3. Aği Daği: Feasibility Study completed and NI 43-101 report posted 39% IRR. 4. Lynn Lake: Feasibility Study completed 13% IRR. 5. La Yaqui Grande: a) Baseline environmental studies and condemnation drilling underway. b) Engineering for heap leach and waste rock locations continued. c) Significant advances made in 2017 in land acquisition required for infrastructure. 6 Cerro Pelon: a) Exploration completed around Cerro Pelon. b) Baseline studies advanced and engineering ongoing to support a MIA submission in 2018. 7. Mulatos: Community agreement and Mulatos relocation targets achieved. | 11.2%
• Assess M&A, Financing, other strategic opportunities | 5% | Accretive financing, M&A, or other strategic transaction(s) | BOD Discretion | 1. USD$250M bought deal financing with net proceeds and existing cash balance used to retire USD$315M high yield debt. Annual cash savings of $24 million. 2. Expanded credit facility from $150M to $400M on peer-leading terms, increasing corporate liquidity to more than USD$600M. 3. M&A - Completed acquisition of Richmont Mines Inc. (Island Gold) for $627 million. | 7.5%
• YTD Share Price Performance Relative to Peers and TSX Gold Index | 5% | Outperform Peers | Outperform Peers | AGI: -11.6% Peers: -12.2% TSX Global Gold Index: -0.4% | 3.8%
2. Financial- 30%
• Net Earnings (after Tax) | 10% |  |  | $15.2 m |  | $27.4 m | 15%
• Return on Average Assets (Excl Cash and Short-term Investments) | 10% |  |  | 0.7% |  | 1.2% | 15%
• Return on Equity | 10% |  |  | 0.8% |  | 1.3% | 15%
3. Operational and Sustainability – 40%
• Global Gold Production | 15% |  |  | 400,000-430,000 oz |  | 429,400 oz | 14.8%

Management Information Circular | 28

Corporate Metric | Weighting | Description | Threshold (0%) | Target (100%) | Maximum (150%) | 2017 Result | 2017 Rating
• Global Total Cash Costs per Ounce | 5% |  |  | $765 |  | $770 | 4.7%
• Global Total All in Sustaining Cash Costs | 5% |  |  | $940 |  | $933 | 4.8%
• Capital Expenditures at Young Davidson | 5% |  |  | $70-80 m |  | $80.3 m | 3.7%
• Safety/Environmental and Sustainability | 10% |  |  | 0.20 |  | 0.029 | 7.5%
118% |  |  |  |  |  |  |

Long-Term Incentive Plans
The long-term incentive grant in 2017 for executives was divided equally between stock options and PSUs.
The Company provides its executives with incentives to achieve the Company’s long-term objective of shareholder value through share price appreciation. Each executive plays a critical role in achievement of the Company’s operational, financial and other corporate objectives which can result in share price appreciation. Each officer is awarded a long-term incentive package on entering service, and annual grants which are reviewed and approved by the Board. The Company utilizes the initial value of a grant, as determined using the Black-Scholes option pricing model, to evaluate executive compensation which is a common practice amongst the Company’s peer group.
The CEO’s long-term incentive target is at median of the peer group, based on market studies. The CFO and COO’s target is a factor of the CEOs grant and the balance of NEO’s grants are a factor of the CFO and COO grant. The dollar value of the 2017 grants are consistent with the dollar value of the 2016 grants which are at median for the CEO.
The Company’s Long-term Incentive Plan (“LTIP”) provides for awards of stock options, PSUs, restricted share units (“RSUs”) and deferred share units (“DSUs”) and, together with the PSUs and RSUs, (the “Unit Awards” or “LTIs”).
All long-term incentive grants are made pursuant to the LTIP. The table in the Alamos Gold Equity Compensation Plans section summarizes the key features of the LTIP. See “Securities Authorized for Issuance under Equity Compensation Plans” on page 53 for further details of the LTIP.
Performance Share Units
The Board approved a PSU grant for executives under the amended LTIP on March 6, 2017. The PSU parameters are as follows:
1. Performance Measure
The Company uses three-year relative TSR, a measure consistent with that of Company peers, for those companies that grant PSUs.
2. Performance Periods
As per the terms of the LTIP adopted by Alamos in 2016, the performance cycle is defined as the period of time between the grant date and the date specified by the Company in the performance criteria and is to be no later than December 31 st of the calendar year three years after the calendar year grant date. As such, the performance periods have been defined as:

• | Performance Period One = Date of Grant to 1st Year Anniversary

• | Performance Period Two = 1st Year Anniversary to 2nd Year Anniversary

• | Performance Period Three = 2nd Year Anniversary to 3rd Year Anniversary

• | Cumulative Performance Period = Date of Grant to 3rd Year Anniversary

The PSUs will vest on the 3rd anniversary from the date of grant (end of Cumulative Performance Period). As per the LTIP, PSUs may be settled in cash (based on the Market Price (five-day volume weighted average price) as of the vesting date), shares, or any combination of cash and shares, at the sole discretion of the Board. PSUs will be settled within 30 days of the vesting date.
3. Performance Period Weightings

Management Information Circular | 29

In order to ensure the performance factor for PSUs are focused on the long-term, the performance period weightings are as follows:

• | Performance Period One – 20%

• | Performance Period Two – 20%

• | Performance Period Three – 20%

• | Cumulative Performance Period – 40%

4. (a) 2016 Performance Peer Group
The 2016 performance peer group used for evaluating relative TSR for the 2017 PSU grant can be found in the Company’s Management Information Circular for the year end December 31, 2016 as available on SEDAR at www.sedar.com.
(b) 2017 Performance Peer Group
Refer to page 15 for the 2017 performance peer group.
5. Performance Payout Factor (scale)
The number of PSUs that will vest is subject to:

• | Completion of the vesting period; and

• | Company performance relative to the performance peer group.

The scale below reflects the level of risk embedded in the LTIP. There is the possibility of a zero payout (performance below P20) and the upper end of the scale has been set at a factor of 175% for performance above the 80th percentile. One hundred percent of payout has been mapped to the median or better for performance relative to peers. That said, in the case of a cumulative negative TSR, the payout factor will be capped at 100% even if TSR is above the 60 th percentile of the peer group.

Performance - Relative TSR, Years 1, 2, 3, and 1 - 3 | Payout Factor (as a %)
Below 20 th Percentile | 0
20 th to below 30 th Percentile | 25
30 th to below 40 th Percentile | 50
40 th to below 50 th Percentile | 75
50 th to below 60 th Percentile | 100
60 th to below 70 th Percentile | 125
70 th to below 80 th Percentile | 150
Above 80 th Percentile | 175

Employee Share Purchase Plan
On April 1, 2014, the Board of AuRico approved an Employee Share Purchase Plan (“ESPP”) which continues to be employed by the Company following completion of the merger in 2015. The ESPP is designed to encourage employee savings through ownership of Common Shares. Alamos believes the ESPP aids in attracting, retaining, and encouraging employees to acquire an ownership interest in the Company. Officers and employees of the Company and its subsidiaries (“Eligible Participants”), may elect to contribute between 1% and 10% of their base salary towards the purchase of Common Shares and the Company matches the contribution in an amount equal to 75% of the participant’s contribution. Participant and Company contributions vest immediately, however, participants are limited to one withdrawal per quarter. The Company purchases shares in the open market in connection with the administration of the ESPP.
Pension Plan
The Board approved a Supplemental Executive Retirement Plan (“SERP”) for the Company’s executives which became effective on January 1, 2014. The SERP is an unfunded, non-registered plan. The Company is not required nor obligated to fund for the provision of any benefits under this SERP prior to the date the members’ benefit entitlements fall due. There are no physical assets or funds

Management Information Circular | 30

held in trust in connection with this unfunded SERP. The members are unsecured creditors of the Company with respect to balances in their SERP Vested Accumulated Accounts.
The SERP is administered by a Company-approved Authorized Administrative Agent. Each executive provides their Investment Direction within a pre-approved list of investment options, in writing, which specifies the investment and percentages to be notionally invested in the Company-approved Allowable Investment Options.
SERP benefits are Canadian dollar denominated. Executives are eligible to participate in the SERP on the 1st of the month immediately following the completion of six (6) months of continuous service or earlier, subject to Board approval. The SERP has a rolling vesting provision of two (2) years. The Company credits 12% of each executive’s annual earnings (base salary and annual non-equity incentive) to the members’ SERP Accumulation Sub-account. No other earnings may be included in this calculation and the executive does not contribute a cash or matching amount. Executives are not permitted to make notional contributions to the SERP.
The value of each executive’s SERP Account will be determined by the Authorized Administrative Agent and will take into account the notional employer contributions and the investment earnings thereon.
Upon retirement, which has been defined in the SERP as the 1st of the month following the 65th birthday of the executive (“Normal Retirement Date”), the executive is entitled to the SERP total accumulation account. Should an executive retire prior to the Normal Retirement Date, the executive is entitled to the SERP vested accumulation account.
Upon total and permanent disability prior to the Normal Retirement Date, the executive’s benefit entitlement is to the SERP total accumulation account. Upon resignation or termination from the Company, the executive’s benefit entitlement is the SERP vested accumulation account. The Board has the discretion to deem the benefit entitlement to be the SERP total accumulation account in the case of termination of employment.
Other than in the case of termination for cause, the Board has the option to approve vesting of the SERP Total accumulation account, in consideration for the departing executive performing their duties in good faith during the notice period and as expected by the Company.
If the vested portion of the SERP total accumulation account is less than $100,000 the benefit shall be provided in a lump-sum payment, less applicable withholding taxes. If the vested portion of the SERP total accumulation account is $100,000 or more, the executive may receive the benefit as a lump-sum payment, less applicable withholding taxes, or a lump-sum contribution to a Retirement Compensation Arrangement (RCA) as defined under the Income Tax Act (Canada).
The table below outlines the notional value of each NEO’s account as at December 31, 2017 in USD$ converted at the year-end 2017 exchange rate CAD$1.00=USD$0.7971.

Name | Accumulated Value at Start of Year (USD$) | Compensatory Change (2017) (USD$) | Accumulated Value at Year-end (USD$)
John A. McCluskey | $471,082 | $235,208 | $706,290
Jamie Porter | $225,229 | $116,016 | $341,244
Peter MacPhail | $174,844 | $121,903 | $296,747
Christopher Bostwick | $97,725 | $65,501 | $163,227
Dr. Luis Chavez(1) | n/a | n/a | n/a

(1) Dr. Chavez does not participate in the SERP.
Historic Retention Payments
The merger between Former Alamos and AuRico triggered a change of control in accordance with the terms of certain executives’ respective employment agreements. The agreements (in most cases) had been in place since 2012 and included a single-trigger change of control clause. The Board set out to ensure continuity in all executive functions of the Company and incentivize each executive to positively contribute to the successful integration of Alamos. Amended and restated employment agreements for each of the Company’s senior executives, including the NEOs were executed as at July 3, 2015. These agreements were amended to remove the single-trigger change of control clauses in accordance with executive compensation best practices and contained, a retention bonus agreement for each applicable executive (each a “Retention Agreement”). The retention agreement defined three payments, with the first being upon completion of the merger and/or receipt of an executed agreement and the subsequent payments on the second

Management Information Circular | 31

and third anniversaries of the completion of the merger. The payments were calculated based on the cash component of the change of control terms of the previous employment which was in consideration of each executive waiving the immediate vesting of their long-term incentives, SERP and other benefits. The first payment was delivered on July 15, 2015 for all NEOs except for the CEO which was paid on September 15, 2015.
Managing Compensation-Related Risk
The Board and the HRC have an active role in risk oversight regarding the Company’s compensation policies and practices. They consider all factors related to an executive’s performance and regularly assess, as part of their respective deliberations, the risk implications of the Company’s compensation policies and practices, including the potential for any inappropriate or excessive risk-taking by its executive officers, in determining compensation. The Company uses the following practices to discourage inappropriate or excessive risk-taking by directors and executive officers:

• | The HRC avoids compensation policies which encourage excessive risk taking, such as compensation policies that allow pay out before the risks associated with the performance are likely to materialize, and policies that do not include regulatory compliance and risk management as part of their performance metrics. In the HRC’s view, compensation outcomes must be symmetric with risk outcomes. Variable compensation for senior executives is considered more risk-aligned when it is deferred. Specifically, the payout for the executive should be deferred until the long-term impact of the action that is taken can be assessed and determined.

• | Incentive compensation awards are based upon achievement of both corporate and individual objectives, and are not inordinately weighted to any single metric, which in the Company’s view could be distortive. Compensation packages consist of an appropriate mix of fixed and performance based compensation, with short and long-term performance conditions.

• | Each director and executive officer of the Company is required to comply with the minimum equity ownership requirements of the Company (see “Minimum Equity Ownership Requirements”).

• | The HRC has discretion in assessing the annual incentive awards paid to executive officers of the Company, based on both individual and corporate performance.

• | The long-term incentives available to executives are subject to vesting provisions, such that the interests of grantees remain aligned with those of shareholders for a longer period, including with respect to the impact of their decisions on the Company’s share price performance.

• | The Board has adopted an Executive Compensation Claw-back Policy concerning awards made under the Company's incentive plans. Under this policy, which applies to all executives, the Board may, in its sole discretion, to the full extent permitted by governing laws and to the extent it determines that it is in the Company’s best interest to do so, require reimbursement of all or a portion of incentive compensation received by an executive in certain circumstances. Specifically, the Board may seek reimbursement of full or partial compensation from an executive or former executive officer in situations where:

o | the amount of incentive compensation received by the executive or former executive officer was calculated based upon, or contingent on, the achievement of certain financial results that were subsequently the subject of, or affected by, a restatement of all or a portion of the Company's financial statements;

o | the executive officer engaged in gross negligence, intentional misconduct or fraud that caused or partially caused the need for the restatement; and

o | the incentive compensation payment received would have been lower had the financial results been properly reported.

• | The Company’s Insider Trading Policy prohibits directors, officers, employees or any other or person retained by the Company or any of its subsidiaries to: (a) engage in hedging transactions with respect to securities in the Company; (b) hold securities of the Company in margin accounts; or, (c) pledge securities of the Company as collateral.

Summary of Compensation
The following table is a summary of compensation paid to the NEOs for the financial years ended December 31, 2017, 2016, and 2015. All figures are in United States dollars unless otherwise indicated. Compensation earned in Canadian dollars has been converted into United States dollars at the average 2017 exchange rate of CAD$1.00 = USD$0.7708. The value of option-based awards and share-based awards are converted into United States dollars at the exchange rate in effect on the date of the grant.

Management Information Circular | 32

Name |  | Salary USD | Share-based Awards(1) USD($) | Option-based Awards(2) USD($) | Annual Non-Equity Incentive USD($) | Pension USD($) | All Other Compensation USD($) | Total Compensation USD($)
John McCluskey(3) President and Chief Executive Officer | 2017 | 585,808 | 522,199 | 518,558 | 864,067 | 235,208 | 1,043,544 | 3,769,384
2016 | 554,925 | 509,624 | 469,908 | 721,403 | 176,845 | 552,876 | 2,985,581
2015 | 560,964 | 622,356 | 695,986 | 804,781 | 175,950 | 532,248 | 3,392,284
Jamie Porter(4) Chief Financial Officer | 2017 | 346,860 | 205,148 | 203,717 | 402,358 | 116,016 | 442,571 | 1,716,669
2016 | 320,875 | 203,849 | 187,963 | 354,086 | 86,233 | 232,149 | 1,385,155
2015 | 286,729 | 248,708 | 278,323 | 336,303 | 80,120 | 222,415 | 1,452,598
Peter MacPhail(5) Chief Operating Officer | 2017 | 369,984 | 205,148 | 203,717 | 429,181 | 121,903 | 532,210 | 1,862,143
2016 | 339,750 | 203,849 | 187,963 | 374,914 | 99,337 | 278,400 | 1,484,212
2015 | 313,672 | - | - | 394,961 | 68,652 | 316,278 | 1,093,562
Chris Bostwick(6) Vice President, Technical Services | 2017 | 262,072 | 102,574 | 101,860 | 179,257 | 65,501 | 358,434 | 1,069,699
2016 | 249,150 | 98,148 | 93,982 | 171,017 | 60,123 | 187,595 | 860,014
2015 | 241,200 | - | - | 157,984 | 33,606 | 188,515 | 621,305
Luis Chavez(7) Senior Vice President, Mexico | 2017 | 285,310 | 102,574 | 101,860 | 186,593 | - | 290,119 | 966,456
2016 | 277,000 | 83,048 | 93,982 | 179,548 | - | 163,745 | 797,323
2015 | 271,740 | - | - | 170,000 | - | 146,682 | 588,422

(1) | The amounts for 2015 represents the fair value of the RSUs granted to the respective Named Executive Officers. In 2016 and 2017, NEOs were granted PSUs. These amounts were calculated by multiplying the number of PSUs granted by CAD$6.90 (2016) and CAD $9.62 (2017) being the “Market Price” of the Common Shares on grant date as provided for in the RSU Plan.

(2) | The grant date fair value of option-based awards for 2017 was calculated using a Black-Scholes option pricing model, applying the following key inputs:

| Minimum | Maximum
Risk-free rate | 0.91 | % | 1.35 | %
Expected dividend yield | 0.70 | % | 0.70 | %
Expected stock price volatility | 57 | % | 57 | %
Expected option life, based on terms of the grants (months) | 36 |  | 84 |

Option pricing models require the input of highly subjective assumptions, particularly as to the expected volatility of the stock. Changes in these assumptions can materially affect the fair value estimate and, therefore, it is management’s view that the existing models may not provide a single reliable measure of the fair value of the Company’s stock option grants. The Company uses an option-pricing model because there is no market for which employee stock options may be freely traded. Readers are cautioned not to assume that the value derived from the model is the value that an employee might receive if the stock options were freely traded, nor assume that these amounts are the same as those reported for by the employee as income received for tax purposes.

(3) | Mr. McCluskey received a salary increase effective January 1, 2017 from CAD$735,000 to CAD$760,000. “All Other Compensation” in 2017 includes a club dues allowance, executive medical health coverage, parking fees, value of the employer match of his share purchases under the ESPP and the final installment of his retention payment which amounted to CAD$1,260,000. His pension is the notional value of his annual SERP credit which is 12% of his base salary and annual bonus plus investment gains.

(4) | Mr. Porter received a salary increase effective January 1, 2017 from CAD$425,000 to CAD$450,000 based on his performance and position in the range. “All Other Compensation” in 2017 includes executive medical health coverage, value of the employer match of his share purchases under the ESPP and the final installment of his retention payment which amounted to CAD$536,026. His pension is the notional value of his annual SERP credit which is 12% of his base salary and annual bonus plus investment gains.

(5) | Mr. MacPhail received a salary increase effective January 1, 2017 from CAD$450,000 to CAD$480,000 based on his performance and position in the range. “All Other Compensation” in 2017 includes executive medical health coverage, parking fees, the value of the employer match of his share purchases under the ESPP, and the final installment of his retention payment which amounted to CAD$643,860. His pension is the notional value of his annual SERP credit which is 12% of his base salary and annual bonus plus investment gains. The first half of 2015 compensation reported for Mr. MacPhail and was earned at AuRico.

(6) | Mr. Bostwick received a salary increase from CAD$330,000 to CAD$340,000 effective January 1, 2017. “All Other Compensation” in 2017 includes executive medical health coverage, the value of the employer match of his share purchases under the ESPP and the final installment of his retention payment which amounted to CAD$435,121. His pension is the notional value of his annual SERP credit which is 12% of his base salary and annual bonus plus investment gains.

(7) | Dr. Chavez received a salary increase from USD$277,000 to USD$285,310 effective January 1, 2017. “All Other Compensation” in 2017 includes enhanced medical health coverage and the value of the employer match of his share purchases under the ESPP and the final installment of his retention payment which amounted to USD$243,908.

CEO Compensation
The table below outlines key metrics with respect to CEO total compensation. The differential between the CEO total compensation and the next highest NEO in 2017 was 2.0 times. This reflects the level of responsibility of the CEO. Peer group data for 2017 was not available at the time of writing this Circular.

Management Information Circular | 33

CEO compensation as a percentage of three-year average earnings relative to the peer group was not reported as the merger between Alamos and AuRico in July 2015 resulted in earnings for the merged company only being available for a portion of that three-year period. Further, the Company reported a loss for the second half of 2015 and in 2016, rendering this calculation not relevant. The Company expects to report this metric in 2018.

Differential between CEO Total Compensation and Next Highest NEO | Total Compensation of the CEO as a Percentage of 2017 Earnings ($26.6M) | Total Compensation of the CEO as a Percentage of 3 Year Average Earnings
2.0 | 14.2% | N/A

CEO Disclosed vs. Realizable Pay
As part of our assessment of the effectiveness of our compensation program and its alignment to the principle of pay for performance, the HRC reviews “lookback” analysis to ensure compensation outcomes are reasonable in light of performance. Specifically, the HRC compares the relationship between the CEO’s disclosed pay and “realizable” pay to our share price performance. Disclosed pay captures the intended value of compensation awarded at grant date value, while realizable pay measures the actual value of compensation earned by taking into consideration current share price (measured as of December 31, 2017).
As shown below, CEO realizable pay is less than the disclosed pay in years 2015 and 2017, when the Company’s total shareholder return was negative and below that of the TSX Global Gold Index. The only year in which Mr. McCluskey’s realizable pay was higher than the disclosed pay was 2016, when Alamos’ TSR was over 100% and outperformed the Index. The results demonstrate that the outcome of compensation awarded to Mr. McCluskey is aligned with the Company’s absolute and relative share price performance.
Notes:

• | Disclosed Pay captures the grant date value of compensation awarded each year between 2015 and 2017, same as what is reported in Summary Compensation table but in CAD in order to negate any exchange rate impact. This includes salary + bonuses paid + grant date fair market value of share and option-based awards for each year.

• | Realizable Pay measures the actual value of compensation awarded each year between 2015 and 2017 by combining the value of salary and bonuses with the market value (as of December 31, 2017) of share and option-based awards granted over the past 3 years. This includes market value of share-based awards (vested and unvested) + in-the-money options granted between 2015-2017 (whether exercised or not).

• | TSR and TSX Global Gold Index figure for 2015 represents results from July 2, 2015 – December 31, 2015 after the merger of Alamos and AuRico, at which time Alamos inherited the historical financial and share price performance of AuRico prior to the merger. Post-merger TSR is shown for 2015 given that the current CEO of Alamos had no involvement with AuRico prior to the merger. Values for 2016 and 2017 are for full year results.

Management Information Circular | 34

Termination and Resignation for Good Reason
As at December 31, 2017, the Company had employment agreements with each of the NEOs, as detailed below.
For our CEO, CFO and COO, the term of their employment agreements is indefinite. If they are terminated without cause (“Not for Cause”), they are entitled to receive any compensation owed and expenses incurred up to the date of termination plus a termination payment equal to 24 months' base salary, an annual incentive fee equal to 24 months (based on the average of the annual incentive fee for the three years prior to the date of termination), 24 months of the then current value of the benefits (including health, dental, AD&D, LTD, life insurance, critical illness and annual Medcan membership), a pro-rata amount of the annual incentive fee for the current year to the date of termination based on the average of the annual incentive amount received for the three years prior to the date of termination and immediate vesting of all outstanding stock options, SERP, PSUs, and RSUs. Their amended and restated employment agreements do not include a change of control clause but rather a Not for Cause clause as described above and a resignation for good reason (“Resignation for Good Reason”) clause allowing each to resign within 60 days of learning of a decrease in base salary other than when there is the same uniform percentage decrease in the base pay of all executives, an assignment of duties materially inconsistent in any respect of their position, authority, duties or responsibilities, a Board decision to change the reporting location to more than 50 kilometers from the current location or any other change in compensation and benefits or working conditions that may have otherwise constituted constructive dismissal. Upon Resignation for Good Reason the executive would receive the same payments as due to them if they were terminated Not for Cause.
For all other executives, the term of their employment agreements is indefinite. If they are terminated Not for Cause, they are entitled to receive any compensation owed and expenses incurred up to the date of termination plus a termination payment equal to 18 months' base salary, an annual incentive fee equal to 18 months (based on the average of the annual incentive fee for the three years prior to the date of termination), 18 months of the then current value of the benefits (including health, dental, AD&D, LTD, life insurance, critical illness and annual Medcan membership), a pro-rata amount of the annual incentive fee for the current year to the date of termination based on the average of the annual incentive amount received for the three years prior to the date of termination and immediate vesting of all outstanding stock options, SERP, PSUs, and RSUs. Their amended and restated employment agreements do not include a change of control clause but rather a Not for Cause clause as described above and a Resignation for Good Reason clause allowing each to resign within 60 days of learning of a decrease in base salary other than when there is the same uniform percentage decrease in the base pay of all executives, an assignment of duties materially inconsistent in any respect of their position, authority, duties or responsibilities, a Board decision to change the reporting location to more than 50 kilometers from the current location or any other change in compensation and benefits or working conditions that may have otherwise constituted constructive dismissal. Upon Resignation for Good Reason the executive would receive the same payments as due to them if they were terminated Not for Cause.
John A. McCluskey, President and Chief Executive Officer
Mr. John A. McCluskey acts as President and CEO of the Company pursuant to an amended and restated employment agreement with the Company effective July 3, 2015. He is entitled to an annual base salary of CAD$760,000 effective January 1, 2017 payable in equal semi-monthly installments. In addition, he participates in the Company’s medical, dental and fitness benefit program offered to all its employees in the corporate office. As an officer, he also receives annually an additional CAD$2,000 medical benefit allowance as part of an executive medical plan established in 2010. Mr. McCluskey also has an annual medical benefit with a private healthcare provider valued at CAD$4,845 per annum. He also receives an annual club membership and other expenses allowance of CAD$30,000. In connection with the completion of the merger, Mr. McCluskey received the final installment of his retention payment of CAD$1,260,000 in 2017 under the terms of his Retention Agreement signed in 2015 and previously disclosed. His compensation is reviewed annually by the Board, and may be increased at the Board's discretion each year. Mr. McCluskey is also eligible for a discretionary annual cash bonus. Mr. McCluskey is entitled to 28 calendar days of paid vacation each year. Mr. McCluskey participates in the Company ESPP.
Jamie Porter, Chief Financial Officer
Mr. Jamie Porter acts as CFO of the Company pursuant to an amended and restated employment agreement with the Company effective July 3, 2015. He is entitled to an annual base salary of CAD$450,000 effective January 1, 2017 payable in equal semi-monthly installments. In addition, he participates in the Company’s medical, dental and fitness benefit program offered to all its employees in Canada. As an officer, he also receives an annual benefit allowance of CAD$2,000 as part of an executive medical plan established in 2010. Mr. Porter also has an annual medical benefit with a private healthcare provider valued at CAD$2,395 per annum. Mr. Porter received the final installment of his retention payment of CAD$536,026 in 2017 under the terms of his Retention Agreement signed in 2015 and previously disclosed. His compensation is reviewed annually by the CEO and the Board, and may be changed at its discretion each year. Mr. Porter is also eligible for a discretionary annual cash bonus. Mr. Porter is entitled to 25 days of paid vacation each year. Mr. Porter participates in the Company ESPP.

Management Information Circular | 35

Peter MacPhail, Chief Operating Officer
Mr. Peter MacPhail acts as COO of the Company pursuant to an amended and restated employment agreement with the Company effective July 3, 2015. He is entitled to an annual base salary of CAD$480,000 effective January 1, 2017 payable in equal semi-monthly installments. In addition, he participates in the Company’s medical, dental and fitness benefit program offered to all its employees in Canada. As an officer, he also receives an annual benefit allowance of CAD$2,000 as part of an executive medical plan established in 2010. Mr. MacPhail also has an annual medical benefit with a private healthcare provider valued at CAD$2,395 per annum. Mr. MacPhail received the final installment of his retention payment of CAD$643,860 in 2017 under the terms of his Retention Agreement signed in 2015 and previously disclosed. His compensation is reviewed annually by the CEO and the Board, and may be changed at its discretion each year. Mr. MacPhail is also eligible for a discretionary annual cash bonus. Mr. MacPhail is entitled to 25 days of paid vacation each year. Mr. MacPhail participates in the Company ESPP.
Christopher Bostwick, Vice President, Technical Services
Mr. Christopher Bostwick acts as Vice President, Technical Services of the Company pursuant to an amended and restated employment agreement with the Company effective July 3, 2015. He is entitled to an annual base salary of CAD$340,000 effective January 1, 2017 payable in equal semi-monthly installments. In addition, he participates in the Company’s medical, dental and fitness benefit program offered to all its employees in Canada. As an officer, he also receives an annual benefit allowance of CAD$2,000 as part of an executive medical plan established in 2010. Mr. Bostwick also has an annual medical benefit with a private healthcare provider valued at CAD$2,395 per annum. Mr. Bostwick received the final installment of his retention payment of CAD$435,121 in 2017 under the terms of his Retention Agreement signed in 2015 and previously disclosed. His compensation is reviewed annually by the CEO and the Board, and may be changed at its discretion each year. Mr. Bostwick is also eligible for a discretionary annual cash bonus. Mr. Bostwick is entitled to 20 days of paid vacation each year. Mr. Bostwick participates in the Company ESPP.
Luis Chavez, Senior Vice President, Mexico
Dr. Luis Chavez acts as Senior Vice President, Mexico of the Company pursuant to an amended and restated employment agreement with the Company effective July 3, 2015. He is entitled to an annual base salary of USD$277,000 effective January 1, 2017 payable in equal semi-monthly installments. In addition, he participates in the Company’s medical and dental benefit program offered to all its employees in Mexico. Dr. Chavez received the final installment of his retention payment of USD$243,908 in 2017 under the terms of his Retention Agreement signed in 2015 and previously disclosed. His compensation is reviewed annually by the CEO and the Board, and may be changed at its discretion each year. Dr. Chavez is also eligible for a discretionary annual cash bonus. Dr. Chavez is entitled to 20 days of paid vacation each year. Dr. Chavez participates in the Company ESPP.
Payments on Termination Not for Cause
In the case of a termination Not for Cause or Resignation for Good Reason, the following payments would be made to the NEOs as at December 31, 2017 and presented in United States dollars converted at the year-end 2017 exchange rate of CAD$1.00=USD$0.7971 and based upon year end share price of CAD $8.19:

Name | Base Fee (USD$) | 3-Year Average Bonus (USD$) | Benefits (USD$) | SERP (USD$) | Option-based Awards (USD$) | Share-based Awards (USD$) | Total (USD$)(1)
John McCluskey | 1,211,592 | 1,650,263 | 10,912 | 706,290 | 1,874,481 | 1,846,477 | 7,300,015
Jamie Porter | 717,390 | 755,113 | 7,007 | 341,244 | 641,407 | 444,103 | 2,906,264
Peter MacPhail | 765,216 | 828,120 | 7,007 | 296,747 | 684,327 | 444,103 | 3,025,520
Christopher Bostwick | 406,521 | 263,470 | 5,255 | 163,227 | 335,153 | 217,292 | 1,390,917
Luis Chavez | 415,500 | 274,710 | 37,215 | - | 335,153 | 198,260 | 1,260,837

(1) | Value calculated in accordance with termination provision of individual employment agreement and based on value of all vested and non-vested option and share-based awards as at December 31, 2017.

Management Information Circular | 36

Report on Director Compensation
Effective January 1, 2017, annual director fees are paid to non-employee directors as follows:

Position | Fees (1)(USD$)
Chair of the Board | 115,620
Board Member | 53,956
Audit Committee Chair | 15,416
Technical and Sustainability Committee Chair | 15,416
Human Resources Committee Chair | 15,416
Corporate Governance and Nominating Committee Chair | 15,416
Member – Audit Committee | 9,250
Member - Technical and Sustainability Committee | 9,250
Member – Human Resources Committee | 6,166
Member - Corporate Governance and Nominating Committee | 5,396

(1) | Values are in United States dollars converted at the average rate for 2017 of CAD$1.00 = USD$0.7708.

The Board reviewed and approved director compensation – annual retainer for the Chair and Board members, committee chair and member fees – on February 21, 2017 and concluded to increase committee member retainers by CAD$2,000 respectively. The Chair does not receive committee retainers. The Board also approved a CAD$10,000 increase in the annual DSUs granted to directors. In the case of the Chair, the annual DSU grant increased to USD$149,200 and in the case of all other directors, the annual DSU grant increased to USD$82,064. Directors are not paid meeting attendance fees. Mr. McCluskey, who is an officer of the Company, does not receive any fees for serving as a director.
During the financial year ended December 31, 2017, the independent directors received the following compensation for services provided to the Company. All figures are in United States dollars. Fees earned and share-based awards amounts that have been paid in Canadian dollars have been converted into United States dollars at the average rate for 2017 of CAD$1.00 = USD$0.7708.

Name | Fees Earned | Share-Based Awards - Incentive Plan Compensation(1) | All Other Compensation | Total Compensation
Paul Murphy | 115,620 | 149,200 | - | 264,820
Mark Daniel | 74,768 | 82,064 | - | 156,831
Patrick Downey | 69,372 | 82,064 | - | 151,436
David Fleck | 78,622 | 82,064 | - | 160,685
David Gower | 69,372 | 82,064 | - | 151.436
Claire Kennedy | 68,601 | 82,064 | - | 150,665
Ronald Smith | 74,768 | 82,064 | - | 156,831
Kenneth G. Stowe | 75,538 | 82,064 | -- | 157,602

(1) | Represents the “Value Vested During Year”. In 2017, the only form of share-based awards granted to directors were DSUs, which vest immediately on grant and are fair valued using the Black-Scholes option pricing model which approximates the share price on date of grant.

Management Information Circular | 37

Outstanding share-based awards and option-based awards
The following table sets out the outstanding option-based awards held by the independent directors as at December 31, 2017.

Name | Option-Based Awards |
| Number of Securities Underlying Unexercised Options | Option Exercise Price (CAD$) | Option Expiration Date D/M/Y | Value of Unexercised In-The-Money Options (USD$)
Paul Murphy | - | - | - | -
Mark Daniel | 11,051 | 15.53 | 13/01/2018 | -
37,845 | 21.47 | 14/11/2018 | -
12,615 | 16.97 | 23/03/2019 | -
Patrick Downey | 11,051 | 15.53 | 13/01/2018 | -
37,845 | 21.47 | 14/11/2018 | -
12,615 | 16.97 | 23/03/2019 | -
David Fleck | - | - | - | -
David Gower | - | - | - | -
Claire Kennedy | - | - | - | -
Ron Smith | 12,615 | 19.77 | 18/04/2018 | -
12,615 | 16.97 | 23/03/2019 | -
Kenneth Stowe | - | - | - | -

(1) Calculation based on the closing price of the Common Shares on the TSX at December 31, 2017 of CAD$8.19.
The Company no longer grants stock options to directors.
Outstanding DSU Awards
Non-executive directors may receive a portion or all of their director’s compensation as DSUs, which represents an investment by directors in Alamos similar to share ownership. Each director may elect to receive all of their director fees as DSUs. The intention of granting DSUs is to further align the interests of directors with those of shareholders. In addition, while serving as a director, DSUs cannot be paid out. DSUs are paid in full to the director following termination of Board service. Each DSU vests immediately and represents the right of the director to receive, after termination of all positions with Alamos, the market value of the DSUs equal to the volume-weighted average trading price of Alamos shares on the TSX for the five trading days immediately preceding the payout date (for DSUs granted under the Company’s Deferred Share Unit Plan) or the date on which the director ceases to hold all positions with the Company (for DSUs granted under the LTIP).
The HRC, in consultation with outside consultants and management, make recommendations on the grant of additional DSUs to the Board for their final approval. Director grants are determined through a discretionary review of the Company’s peer group ensuring that our practices are competitive and current. Awards are paid in alignment with the Company’s overall compensation strategy to target compensation for its directors at median of the Company’s peer group.
All incoming directors receive an initial grant of DSUs at a value of approximately CAD$100,000 based on the closing share price of the shares on the TSX on the date immediately preceding the finalization of the Board resolution approving such grant.
The Company no longer grants RSUs to directors.

Management Information Circular | 38

The following table sets out the outstanding DSUs and RSUs held by the non-executive directors as at December 31, 2017. Values are in United States dollars converted at the year-end rate of CAD$1.00 = USD$0.7971 for unexercised value:

Name | DSUs Outstanding and Vested | Market Value Of Vested DSUs(1) Not Paid Out (USD$) | RSUs Outstanding and Vested(2) | Market Value Of Vested RSUs(1) Not Paid Out (USD$)
Paul Murphy | 96,688 | 631,202 | - | -
Mark Daniel | 38,678 | 252,498 | 9,898 | 64,595
Patrick Downey | 38,678 | 252,498 | 9,898 | 64,595
David Fleck | 62,276 | 406,552 | - | -
David Gower | 55,657 | 363,344 | - | -
Claire Kennedy | 50,816 | 331,738 | - | -
Ron Smith | 47,999 | 313,351 | 9,898 | 64,595
Kenneth Stowe | 55,657 | 363,344 | - | -

(1) | Calculation based on the closing price of the Common Shares on the TSX at December 31, 2017 of CAD$8.19.

(2) | RSUs granted by AuRico, prior to July 2, 2015.

Minimum Equity Ownership Requirements
On March 31, 2016, the Company adopted Minimum Equity Ownership Requirements for directors and officers. Alamos non-executive directors are required to own Common Shares or DSUs having an aggregate value equivalent to three times the annual cash retainer. Directors are expected to achieve this threshold by the later of December 31, 2018 and the date that is the three-year anniversary of the date the individual became a director of Alamos. The CEO is required to own Common Shares, PSUs or RSUs (vested or unvested) having an aggregate value equivalent to three times his annual base salary. Each of the other executive officers is required to own Common Shares, PSUs or RSUs (vested or unvested) having an aggregate value equivalent to his or her annual base salary. Officers are expected to gradually achieve these ownership levels over a period of five years from the later of December 31, 2017 or the date on which they became executive officers.
Minimum Equity Ownership Requirements

Name | Required ownership as multiple of base salary | RSUs Outstanding (1) (USD$) | PSUs Outstanding (1) (USD$) | Personal Shareholdings (USD$) | Total Holdings (USD$) | Share ownership as multiple of base salary
John McCluskey | 3.0x | 602,699 | 1,544,424 | 3,999,773 | 6,146,895 | 10.5x
Jamie Porter | 1.0x | 240,843 | 635,380 | 523,681 | 1,399,904 | 4.0x
Peter MacPhail | 1.0x |  | 635,407 | 517,967 | 1,153,374 | 3.1x
Luis Chavez | 1.0x |  | 297,544 | 374,058 | 671,602 | 2.4x
Chris Bostwick | 1.0x |  | 313,746 | 280,995 | 594,741 | 2.3x

(1) | Value based on number of outstanding vested or not vested units multiplied by the closing price of the Common Shares on the TSX at March 23, 2018 of CAD$6.96 and converted to USD at the rate of CAD$1.00 = USD$0.7768.

Management Information Circular | 39

Alamos Gold Equity Compensation Plans

Eligible Participants | For all Unit Awards, any director, officer, employee or consultant of the Company or any subsidiary of the Company. For stock options, any officer, employee or consultant of the Company or any subsidiary of the Company. For greater certainty, the Company does not grant stock options to non-executive directors.
Types of Awards | Stock options, PSUs, RSUs and DSUs.
Number of Securities Issued and Issuable | The aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all awards granted under the LTIP, together with all other security-based compensation arrangements of the Company (other than the Company’s legacy stock option plan), shall not exceed 6.5% of the issued and outstanding Common Shares at the time of granting the award (on a non-diluted basis). In respect of PSUs, the maximum number of Common Shares issuable under the PSU shall be included in the calculation for such purposes. As of March 23, 2018, 1,490,640 Common Shares have been issued upon the exercise or settlement of awards under the LTIP, representing approximately 0.38% of the issued and outstanding Common Shares as of that date. As of March 23, 2018, 9,049,958 Common Shares are issuable upon the exercise or settlement of awards outstanding under the LTIP, representing approximately 2.33% of the issued and outstanding Common Shares as of that date.
Plan Limits | When combined with all of the Company’s other previously established security-based compensation arrangements, the LTIP shall not result in: • a number of Common Shares issued to insiders within a one-year period exceeding 10% of the issued and outstanding Common Shares; • a number of Common Shares issuable to insiders at any time exceeding 10% of the issued and outstanding Common Shares; and • a number of Common Shares (i) issuable to all non-executive directors of the Company exceeding 1% of the issued and outstanding Common Shares at such time, or (ii) issuable to any one non-executive director within a one-year period exceeding an award value of $150,000 (amended from $100,000 as of March 22, 2016) per such non-executive director; provided that DSUs granted in lieu of director fees payable on account of a director’s service as a member of the Board shall be excluded for purposes of the above-noted limits. These non-executive director limits were amended, subject to shareholder approval, to conform with current corporate governance guidelines.
Definition of Market Price | “Market Price” means the volume-weighted average trading price of the Common Shares for the five trading days immediately preceding the applicable date as reported by the Toronto Stock Exchange.
Assignability | An award may not be assigned, transferred, charged, pledged or otherwise alienated, other than to a participant’s permitted assigns or personal representatives.

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Amending Procedures | The Board may, without shareholder approval, amend, suspend, terminate or discontinue the LTIP or may amend the terms and conditions of any awards granted thereunder, provided that no amendment may materially and adversely affect any outstanding award without the consent of the applicable participant. By way of example, amendments that do not require shareholder approval and that are within the authority of the Board include but are not limited to: • Amendments of a "housekeeping nature"; • Any amendment for the purpose of curing any ambiguity, error or omission in the LTIP or to correct or supplement any provision of the LTIP that is inconsistent with any other provision of the LTIP; • An amendment which is necessary to comply with applicable law or the requirements of any stock exchange on which the Common Shares are listed; • Amendments respecting administration and eligibility for participation under the LTIP; • Any amendment to the vesting provisions of the LTIP or any award thereunder; and • Changes to the termination provisions of an award or the LTIP which do not entail an extension beyond the original fixed term. Notwithstanding the foregoing, shareholder approval shall be required for the following amendments: • Reducing the exercise price of stock options, or canceling and reissuing any stock options so as to in effect reduce the exercise price; • Extending (i) the term of a stock option beyond its original expiry date, or (ii) the date on which a Unit Award will be forfeited or terminated in accordance with its terms, other than in circumstances involving a blackout period; • Increasing the fixed maximum percentage of Common Shares reserved for issuance under the LTIP (including a change from a fixed maximum percentage of Common Shares to a fixed maximum number of Common Shares); • Revising insider participation limits or the non-executive director limits; • Revising the restriction on assignment provision to permit stock options and Unit Awards to be transferable or assignable other than for estate settlement purposes; • Amending the definition of “Eligible Person” that may permit the introduction or reintroduction of non-executive directors on a discretionary basis; and • Revising the amending provisions.
Financial Assistance | The Company will not provide financial assistance to participants under the LTIP.
Other | In the event of a change in control, the Board shall have the right, but not the obligation, to permit each participant to exercise all of the participant’s outstanding stock options and to settle all of the participant’s outstanding Unit Awards (to the extent vested), subject to completion of the change in control, and has the discretion to accelerate vesting. The LTIP further provides that if the expiry date or vesting date of stock options is (i) during a blackout period, or (ii) within ten trading days following the end of a blackout period, the expiry date or vesting date, as applicable, will be automatically extended for a period of ten trading days following the end of the blackout period. In the case of Unit Awards, any settlement that is affected during a blackout period shall be in the form of a cash payment.
Description of Awards
A. Stock Options
Stock Option Terms and Exercise Price | The number of Common Shares subject to each stock option grant, exercise price, vesting, expiry date and other terms and conditions are determined by the Board. The exercise price shall in no event be lower than the Market Price of the Common Shares on the grant date.
Term | No stock option shall have a term exceeding seven years.
Vesting | Unless otherwise specified, each stock option shall vest as to one third on each of the first three anniversaries of the grant date.

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Exercise of Stock Option | A participant may exercise vested stock options by (i) payment of the exercise price per Common Share subject to each stock option, or if permitted by the Board, (ii) without payment either (A) by receiving an amount in cash per stock option equal to the cash proceeds realized upon the sale of the Common Shares by a securities dealer in the capital markets, less the applicable exercise price and any applicable withholding taxes, or (B) by receiving the net number of Common Shares remaining after the sale of such number of Common Shares by a securities dealer in the capital markets as required to realize cash proceeds equal to the applicable exercise price and any applicable withholding taxes.
|  | Vesting | Expiry
Circumstances Causing Cessation of Entitlement | Death | Stock options granted prior to March 22, 2016 automatically vest as of the date of death. Unvested stock options granted on or after March 22, 2016, are forfeited (amended as of March 22, 2016). | Stock options expire on the earlier of the scheduled expiry date of the stock option and one year following the date of death.
| Disability | Stock options granted prior to March 22, 2016 continue to vest in accordance with their terms. Unvested stock options granted on or after March 22, 2016, are forfeited (amended as of March 22, 2016). | Stock options expire on the scheduled expiry date of the stock option.
| Retirement | Stock options continue to vest in accordance with their terms, subject to compliance with any applicable non-compete and/or non-solicit provisions (amended as of March 22, 2016). | Stock options expire on the scheduled expiry date of the stock option.
| Resignation | Unvested stock options are forfeited. | Stock options expire on the earlier of the scheduled expiry date of the stock option and three months following the date of resignation.
| Termination without Cause / Constructive Dismissal (not Change in Control) | Unvested stock options granted prior to May 13, 2013 automatically vest as of the termination date. Unvested stock options granted on or after May 13, 2013 but prior to March 22, 2016 continue to vest in accordance with their terms. Unvested stock options granted on or after March 22, 2016 are forfeited (amended as of March 22, 2016). | Stock options expire on the scheduled expiry date of the stock option.

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| Change in Control | Stock options granted prior to May 13, 2013 shall vest and become immediately exercisable. Unless otherwise determined by the Board or unless otherwise provided in the participant’s employment or award agreement, stock options granted on or after May 13, 2013 do not vest and become immediately exercisable upon a change in control, unless: • the successor fails to continue or assume the obligations under the LTIP or fails to provide for a substitute award, or • if the stock option is continued, assumed or substituted, the participant is terminated without cause or resigns for good reason within two years following the change in control. | Stock options expire on the scheduled expiry date of the stock option.
Termination for Cause | Unvested stock options granted prior to May 13, 2013 are forfeited. Stock options granted on or after May 13, 2013, whether vested or unvested are forfeited. | Stock options granted prior to May 13, 2013 shall expire on the earlier of the scheduled expiry date of the stock option and three months following the termination date.
B. RSUs and PSUs |
RSU and PSU Terms | RSUs and PSUs are notional securities that entitle the recipient to receive cash or Common Shares at the end of a vesting period. Vesting of PSUs is contingent upon achieving certain performance criteria, thus ensuring greater alignment with the long-term interests of shareholders. The terms applicable to RSUs and PSUs under the LTIP (including the vesting schedule, performance cycle, performance criteria for vesting and whether dividend equivalents will be credited to a participant’s account) are determined by the Board at the time of the grant.
Vesting | Unless otherwise provided, RSUs typically vest on November 30 (amended from December 31 as of March 22, 2016) of the third calendar year following the year in which the RSU was granted, subject to any performance criteria having been satisfied. PSUs vest on the third anniversary of the date of grant and are subject to a performance factor.
Settlement | On settlement, the Company shall, for each vested RSU or PSU being settled, deliver to a participant a cash payment equal to the Market Price of one Common Share as of the vesting date, one Common Share, or any combination of cash and Common Shares equal to the Market Price of one Common Share as of the vesting date, at the discretion of the Board.
| Details of the 2016 and 2017 PSU grants are on page 32.
C. Deferred Share Units |

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DSU Terms | A DSU is a notional security that entitles the recipient to receive cash or Common Shares upon resignation from the Board (in the case of directors) or at the end of employment. The terms applicable to DSUs under the LTIP (including whether dividend equivalents will be credited to a participant’s DSU account) are determined by the Board at the time of the grant. Under the LTIP, the Board may grant discretionary DSUs and mandatory or elective DSUs that are granted (i) as a component of a director’s annual retainer, or (ii) as a component of an officer’s or employee’s annual incentive bonus for a calendar year.
Vesting | Unless otherwise provided, mandatory or elective DSUs vest immediately and the Board determines the vesting schedule for discretionary DSUs at the time of grant.
Settlement | DSUs may only be settled after the date on which the participant ceases to hold all positions with the Company or a related corporation (amended as of March 22, 2016). At the grant date, the Board shall stipulate whether the DSUs are paid in cash, Common Shares, or a combination of both, in an amount equal to the Market Price of the notional Common Shares represented by the DSUs in the participant’s DSU account.
D. PSUs, RSUs and DSUs |
Credit to Account | As dividends are declared, additional PSUs, RSUs and/or DSUs may be credited to a participant in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the payment date therefore by (ii) the Market Price of one Common Share on such date.
Circumstances Causing Cessation of Entitlement | Death | Vested Unit Awards will be settled as of the date of death. Unvested Unit Awards will vest and be settled as of the date of death, prorated to reflect (i) for RSUs and DSUs, the actual period between the grant date and date of death, and (ii) for PSUs, the actual period between the commencement of the performance cycle and the date of death, based on the participant’s performance for the applicable performance period(s) up to the date of death. Subject to the foregoing, any remaining Units Awards will terminate as of the date of death.
Disability | Vested Unit Awards will be settled as of the date of disability. Unvested Unit Awards granted prior to March 22, 2016 will continue to vest and be settled in accordance with their terms. For PSUs vesting will also be based on the participant’s performance for the applicable performance period(s) up to the date of disability. Unvested Unit Awards granted on or after March 22, 2016 will vest and be settled in accordance with their terms as of the date of disability, and (i) PSUs will be prorated to reflect the actual period between the commencement of the performance cycle and the date of disability, based on the participant’s performance for the applicable performance period up to the date of disability, and (ii) RSUs and DSUs will be prorated to reflect the actual period between the grant date and the date of disability (amended as of March 22, 2016). Subject to the foregoing, any remaining Unit Awards will terminate as of the date of disability.
Retirement | Vested Unit Awards will be settled as of the date of retirement. Outstanding PSUs granted prior to March 22, 2016 that would have vested on the next vesting date following the date of retirement shall be settled in accordance with their terms. Unvested PSUs granted on or after March 22, 2016 will continue to vest and be settled in accordance their terms, based on the participant’s performance for the applicable performance period(s) and subject to compliance with any applicable non-compete and/or non-solicit provisions (amended as of March 22, 2016). Subject to the foregoing, any remaining PSUs will terminate as of the expiry date of the applicable performance period. Unvested RSUs will continue to vest and be settled in accordance with their terms, subject to compliance with any applicable non-compete and/or non-solicit provisions (amended as of March 22, 2016). Outstanding DSUs that would have vested on the next vesting date following the date of retirement shall be settled as of such vesting date. Subject to the foregoing, any remaining DSUs will terminate as of the date of retirement.

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| Resignation | Vested Unit Awards will be settled in accordance with their terms as of the date of resignation, after which time the Unit Awards will terminate.
Termination without Cause / Constructive Dismissal (not Change in Control) | Vested Unit Awards will be settled in accordance their terms as of the termination date. Outstanding PSUs that would have vested on the next vesting date following the termination date, prorated to reflect the actual period between the commencement of the performance cycle and the termination date, based on the participant’s performance for the applicable performance period(s) up to the termination date, will be settled in accordance with their terms as of such vesting date. Subject to the foregoing, any remaining PSUs will terminate as of the termination date. Outstanding RSUs granted prior to March 22, 2016 that would have vested on the next vesting date following the termination date will be settled in accordance with their terms as of such vesting date. Subject to the foregoing, outstanding RSUs with a grant date on or after March 22, 2016 and any remaining RSUs, will terminate as of the termination date (amended as of March 22, 2016). Outstanding DSUs granted prior to March 22, 2016 that would have vested on the next vesting date following the termination date will be settled in accordance with their terms as of such vesting date. Unvested DSUs granted on or after March 22, 2016, shall vest and be settled in accordance with their terms as of such termination date, prorated to reflect the actual period between the grant date and the termination date. Subject to the foregoing, any remaining DSUs will terminate as of the termination date (amended as of March 22, 2016).
| Change in Control | Unless otherwise determined by the Board or unless otherwise provided in the participant’s employment or award agreement, Awards do not vest and become immediately exercisable upon a change in control, unless: • the successor fails to continue or assume the obligations under the LTIP or fails to provide for a substitute award, or • if the Unit Awards are continued, assumed or substituted, the participant is terminated without cause or resigns for good reason within two years following the change in control.
Termination with Cause | Outstanding Unit Awards (whether vested or unvested) are forfeited.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Role of the Board of Directors
The primary responsibility of the Board is to provide governance and stewardship to the Company. Each of the members of the Board is required to exercise their business judgment in a manner consistent with their fiduciary duties. In particular, directors are required to act honestly and in good faith, with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
The Board discharges its responsibility for supervising the management of the business and affairs of the Company by delegating the day-to-day management of the Company to senior officers. The Board oversees the Company’s systems of corporate governance and financial reporting and controls to ensure that the Company reports adequate and fair financial information to shareholders and engages in ethical and legal corporate conduct. Its goal is to ensure that Alamos continues to operate as a successful business, and to optimize financial returns to increase the Company’s value over time while effectively managing the risks confronting the organization. The Board has adopted a formal mandate setting out the role and responsibilities of the Board, a copy of which is attached as Schedule “A” to this Circular.
The independent directors meet in the absence of the non-independent director at each meeting of the Board. The sessions are presided over by the Company’s independent Chair. Any issues addressed at the in-camera sessions requiring action on behalf of, or communication to, management are communicated to management by the independent directors.

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The Board has also adopted written position descriptions for the Chair of the Board and the CEO in order to delineate their respective roles and responsibilities. The responsibilities of the Chair of the Board include providing overall leadership to enhance the effectiveness of the Board; assisting the Board, Board committees and the individual directors in effectively understanding and discharging their respective duties and responsibilities; overseeing all aspects of the Board and Board committees functions to ensure compliance with the Company’s corporate governance practices; acting as an adviser to the CEO and other senior officers; and fostering ethical and responsible decision making by the Board and its individual members. The Chair of the Board is also required to coordinate and preside at all meetings of the Board and shareholders, in each case to ensure compliance with applicable law and the Company’s corporate governance practices.
The CEO is to be the leader of an effective and cohesive management team for the Company, set the tone for the Company by exemplifying consistent values of high ethical standards and fairness, lead the Company in defining its vision, be the main spokesperson for the Company and ensure that the Company achieves its strategic objectives. The CEO works with, and is accountable to, the Board with due regard to the Board's requirement to be informed and independent.
It is expected that each director must be able to devote sufficient time to discharge their responsibilities effectively. In order to facilitate this, the Board has adopted a policy limiting the number of boards considered appropriate for directors, having regard to whether they are independent directors or members of management. Specifically, in the case of the CEO, he shall not sit on more than two outside public company boards in addition to that of the Company, and in the case of a non-management director, he or she shall not sit on more than five outside public company boards in addition to that of the Company. As of the date of this Circular, all of the directors of the Company are in compliance with this policy of the Board.
Director Independence
Eight of the Company’s nine directors are “independent” within the meaning of National Instrument 58-101 and one is not independent. John McCluskey is not an independent director because of his position as President and CEO of the Company. The current Chair of the Board, Paul Murphy, is an independent director and is not involved in day-to-day operations of the Company. In the event a Chair was selected that was not independent, the Board, in accordance with the Board of Directors Mandate, will designate one of the independent directors as the lead director.
The Board is responsible for determining whether or not each director is an independent director. In 2015 the Board adopted a Director Independence Policy which assists the Board in determining whether a director is independent within the meaning of National Instrument 58‐101 (Disclosure of Corporate Governance Practices) and National Policy 58‐201 (Corporate Governance Guidelines) and the New York Stock Exchange corporate governance rules.
This policy also requires each director who has been determined to be independent to notify the Chair of the CGNC, as soon as reasonably practicable, in the event that such director’s personal circumstances change in a manner that may affect the Board’s determination of whether such director is independent.
The Board believes that it should be comprised of directors that are to the greatest extent possible free from actual, perceived or potential conflicts of interest. The Board of Directors Mandate includes that when a director’s principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board (determined by reference to factors such as country of principal residence, industry affiliation, etc.) that director should tender a letter of proposed resignation to the Chair of the CGNC. The CGNC will review the director’s continuation on the Board and recommend to the Board whether, in light of the circumstances, the Board should accept the proposed resignation or request that the director continue to serve.
Many of our Directors sit on the board of other issuers. This information is listed under each Director profile in the Election of Directors section starting on page 5. As of March 23, 2018, no members of our Board served together on the boards (or board committees) of other public companies.
Attendance Record in 2017 for Directors
The table below summarizes the number of Board and committee meetings attended by each director during 2017. The directors attendance records are also included in the director profiles above. Each director attended 96% of the Board meetings and committee meetings (during which time they were a member) from January 1, 2017 to present.
In-camera sessions without management present are held at each meeting of the Board and committee meetings.

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Board/Committee | Number of Meetings
Board of Directors | 8 meetings
Audit Committee | 4 meetings
Human Resources Committee | 3 meetings
Corporate Governance and Nominating Committee | 3 meetings
Technical and Sustainability Committee | 5 meetings

Director | Board | Audit Committee | Human Resources Committee | Corporate Governance and Nominating Committee | Technical and Sustainability Committee | Overall Attendance
Mark Daniel | 7 of 8 |  | 3 of 3* | 3 of 3 | - | 93%
Patrick Downey | 8 of 8 | 4 of 4 | 3 of 3 | - | - | 100%
David Fleck | 8 of 8 | 4 of 4 |  | 3 of 3* | - | 100%
David Gower | 8 of 8 | - | 3 of 3 | - | 5 of 5 | 100%
Claire Kennedy | 8 of 8 | - | - | 3 of 3 | 5 of 5 | 100%
John A. McCluskey | 8 of 8 | - | - | - | - | 100%
Paul Murphy | 7 of 8* | - | - | - | - | 88%
Ronald Smith | 8 of 8 | 4 of 4* | - | 3 of 3 | - | 100%
Kenneth Stowe | 7 of 8 |  | 3 of 3 | - | 5 of 5* | 94%

* Chair of the Board/committee, as applicable.
Ethical Business Conduct
The Alamos Code of Business Conduct and Ethics (the “Code”) requires high standards of professional and ethical conduct from our directors. Alamos’ reputation for honesty and integrity is integral to the success of its business. No director or employee will be permitted to achieve results through violations of laws or regulations, or through unscrupulous dealings. Alamos also seeks to ensure that its business practices are compatible with the economic and social priorities of each location in which it operates.
Although customs vary by country and standards of ethics may vary in different business environments, Alamos’ business activities shall always be conducted with honesty, integrity and accountability. The Code has been filed on and is accessible on SEDAR at www.sedar.com and on the Company’s website at www.alamosgold.com. In order to monitor compliance, the Board requires each officer and director to certify on an annual basis their agreement and compliance with the Code. If any material waivers from the Code are granted to directors or officers of the Company, the Board is required to disclose this in the ensuing quarterly or annual report on the finances of the Company. No waivers have been granted. Activities which may give rise to conflicts of interest are prohibited unless specifically approved by the Board or the Audit Committee. Each director must disclose all actual or potential conflicts of interest to the Board or the Audit Committee and refrain from voting on all matters in which such director has a conflict of interest. In addition, if a conflict of interest arises, the director must excuse himself or herself from any discussion or decision on any matter in which the director is precluded from voting as a result of a conflict of interest.
In addition to adopting the Code, the Board has adopted the Company’s Insider Trading Policy and Anti-Bribery and Anti-Corruption Policy in order to, among other things, encourage and promote a culture of ethical business conduct. The Company periodically holds information and training sessions for employees to ensure awareness of, and compliance with, applicable law, the Code and other internal policies.
For purposes of orientation, all new directors receive the governance policies of the Company, including Board policies, a record of public information about the Company, minutes from recent meetings of the Board and its committees and other relevant information. The Board is responsible for ensuring new nominees fully understand the time commitment required of them as a director. Directors are also encouraged and afforded the opportunity to visit the Company’s operations and receive detailed briefings from management. As part of the continuing education of directors, management makes regular presentations to the Board on specific aspects of the Company’s business. The Company also encourages directors to attend, at the Company’s expense, conferences, seminars or courses

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on subjects related to their role on the Board or when appropriate, Board committees, including maintaining relevant professional designations.
Board Assessment
The entire Board evaluates the effectiveness of the Board, its committees and individual directors on an annual basis. To facilitate this evaluation, the Board conducts a detailed annual self-assessment survey of its performance, consisting of a review of its mandate, the performance of each Board committee and the performance of individual directors. The detailed survey includes a both a self and peer review process for each individual director, both with respect to the Board and its committees.
Assessment of individual Board member effectiveness is the principal criteria for retention. Accordingly, therefore the Company does not have a formal term limit retirement age for directors.
Board and Executive Management Succession Planning
In 2017, the CGNC commenced a five-year executive management succession, training and coaching program. The program which is facilitated by an experienced outside consultant, is designed to ensure adequate succession and contingency planning is in place for each of the C-suite roles, namely the CEO, CFO and COO. The program aims to both build capacity among internally identified candidates; as well, evaluate the skillset and experiences required for these key roles going forward. Succession planning is discussed at each meeting of the CGNC.
Director Education
On November 8, 2016, the Board adopted a Director Education Policy. The Director Education Policy, provides, among other things, reimbursement of expenses for director courses and self-study. A number of our directors hold the ICD.D designation from the Institute of Corporate Directors and in connection with the same are required to maintain a certain minimum number of professional education hours. The directors that are part of the Technical and Sustainability Committee, attended site visits on the following dates:

• | May 24, 2017 to May 26, 2017 – Young-Davidson Mine, Ontario, Canada, and

• | October 16, 2017 to October 20, 2017 – Mulatos Mine, Sonora, Mexico.

The Board has scheduled a full Board meeting to be held at the Island Gold Mine in the second half of 2018. A number of directors also attended with management at Island Gold in November, 2017.
Skills and Areas of Expertise
The CGNC, through the nomination and recruitment process as well as continuing education initiatives, seeks to ensure that the collective skill set of our directors, including their business expertise and experience, meets the needs of the Company. The CGNC has developed a Skills Matrix setting out the skills and experience that are viewed as integral to Board effectiveness, which will be used to assess Board composition, to help with the Board’s ongoing development and to assist in recruiting new directors in the future. The following table shows the number of directors who have particular expertise according to the self-assessments which each of them completed in early 2018.

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Self-Assessment of Skills and Expertise | Number of Alamos Directors with Expertise
Strategy and Leadership - Experience driving strategic direction and leading growth of an organization, preferably including the management of multiple significant projects, comfort with current principles of risk management and corporate governance. | 9
Operations and Exploration - Experience with a leading mining or resource company with reserves, exploration and operations expertise, including cultivating and maintaining a culture focused on safety, the environment and operational excellence. | 5
Metals and Mining - Knowledge of the mining industry, market, international regulatory environment and stakeholder management. | 7
Finance - Experience in the field of finance, investment and/or in mergers and acquisitions. | 7
Public Policy/Government Relations/Political Risk - Experience in, or a thorough understanding of, the workings of government and public policy both domestically and internationally. | 4
Human Resources - Experience in the oversight of significant, sustained succession planning and talent development and retention programs, including executive compensation. | 6
Accounting - Experience as a professional accountant, CFO or CEO in corporate financial accounting and reporting; comfort working with basic financial reports; understanding of the key financial levers of the business. | 4
International Business - Experience working in a major organization that carries on business in one or more international jurisdictions, preferably in Mexico or other countries or regions where the Company has or are developing operations. | 5
Corporate Governance/Legal - Knowledge of corporate governance best practices and legal issues facing directors and operations of publicly listed entities. | 6

Board and Management Diversity
The Board of Directors is currently comprised of 11% (1 of 9) women and the executive team is comprised of 17% (2 of 12) women. If the proposed nominees for election as directors are all elected, the Board will be comprised 22% women (2 out of 9).
Diversity, including specifically gender diversity, promotes the inclusion of different perspectives, ideas and experiences, and ensures that Alamos has the opportunity to benefit from all available talent. The promotion of diversity makes business sense, helps maintain a competitive advantage, improves corporate governance and ensures that the Company better reflects its constituents. Diversity at the Company is also about the commitment to equality and treating all individuals with respect while also recognizing the value of diversity within our organization as a key value driver.
In 2016, the Board adopted a written diversity policy which requires the Board and relevant Board committees to put forward a diverse group of candidates, including women candidates, and shall, when identifying candidates to nominate for election to the Board or appointment as management:

• | Consider candidates who are highly qualified based on business expertise, functional experience, knowledge, personal skills and character against objective criteria, having due regard to the benefits of diversity, the needs of the Board, the Company’s current and future plans and objectives, as well as anticipated regulatory developments; (b) consider criteria that promote diversity, including with regard to gender, ethnicity, age, national origin, disability, and sexual orientation or any other area of potential difference;

• | Considers the level of representation of women on the Board and in Officer positions along with other markers of diversity when making recommendations for nominees to the Board or for appointment as management and in general with regard to succession planning for the Board and management; and

• | When required, engage qualified independent external advisors to assist the Board in conducting its search for candidates who meet the foregoing criteria.

Recognizing the need for considered and effective progression in respect of this Policy, success will be measured based on, among other things, the relative increase in diversity on the Board and in senior management positions over a multi-year period, as well the ongoing implementation of specific processes designed to foster the progression of and attract diverse candidates to be considered for nomination or appointment.
In 2018, there is one female candidate that will stand for re-election and one new female director candidate. No changes or additions to senior executive management or the Board were made or are currently being proposed for 2018. The Board has set the following gender diversity goals: As new directors are added, either due to retirement or expansion of the Board, the Board has committed to

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50% of new director positions being filled with women candidates, with the ultimate objective of having no less than 33% of the Board comprised of women directors.
We believe this ongoing process will identify and foster the development of suitable candidates for nominations or appointment and over time will achieve gender diversity in an orderly and rational manner. We believe the foregoing also achieves the Board’s objective of making the Board better. The Vice President, Human Resources, along with the CGNC will periodically and at a minimum, annually, report to the Board on the implementation of the Company’s Diversity Policy.
Director Tenure
Rather than instituting a policy of defining fixed terms or mandatory retirement for directors, the Board will continue working on making the Board better through an ongoing review of the performance of the Board as a whole; as well, individual director performance. The following chart lists each of our current directors (and nominees for the Board) and when they were first appointed to the Board of the Company (or each of the Company’s two predecessor companies). The Board believes the below data suggests an appropriate degree of turnover and renewal while maintaining Board continuity and knowledge.

Name | Approx. Years | Alamos | Former Alamos | AuRico
Mark Daniel | 6.5 |  |  | October 26, 2011
Patrick Downey | 6.5 |  |  | October 26, 2011
Elaine Ellingham (nominee) | - | - | - | -
David Fleck | 4 |  | March 10, 2014 |
David Gower | 9 |  | May 19, 2009 |
Claire Kennedy | 2.5 | November 10, 2015 |  |
John McCluskey (Founder) | 22 |  | July, 1996 |
Paul Murphy | 8 |  | February 18, 2010 |
Ronald Smith | 9 |  |  | May 15, 2009
Kenneth Stowe | 6.5 |  | September 26, 2011 |

Strategic Planning
Management is responsible for developing and recommending the Company’s strategic plan for approval by the Board each year. The Board discusses strategic planning and related issues at each of its quarterly meetings, including the risks associated with various strategic alternatives. Management carries out periodic reviews of the Company’s strategic plan, based on its progress, and recommends annual corporate objectives, a budget and a long-term financial plan and presents these to the Board for approval. Management also makes presentations to the Board on strategic issues as needed throughout the year.
Risk Management
The Board, in accordance with its mandate, is responsible for the Company’s management of risk. The Alamos Risk Management Program has been developed by the Board as a systematic approach to identifying, assessing, reporting and managing significant risks facing the Company, both at the corporate and operations level. The program helps the Board identify and manage threats to achievement of the Company’s corporate objectives. The Board has delegated the responsibility for overseeing and monitoring, from a process standpoint, the Risk Management Program to the Risk Committee, which is a senior management committee. This committee includes the President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Vice President, General Counsel (Chair), Vice President, Sustainability and External Affairs, Vice President, Development and Construction, Vice President, Human Resources and Vice President, Finance. The Risk Committee is responsible for ensuring an effective risk management process is in place, and for monitoring and reporting to the Board on the overall risk profile of the Company. The Risk Committee reports to the Audit Committee and the Board each quarter.
Committees of the Board
There are currently four standing committees of the Board: the CGNC, the Audit Committee, the HRC and the Technical and Sustainability Committee. Committee members are appointed by and comprised exclusively of independent members of the Board. The roles and responsibilities of each Committee are set out in its Board-approved written charter, which charter is reviewed annually by the relevant committee and the CGNC.

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The mandates of the committees ensure, collectively, that the Board fulfills its duties and responsibilities and that there is effective supervision and direction of management in the conduct of the affairs of the Company. The Chair of a committee is selected by the Board from among the members of the relevant committee (with the exception of the Audit Committee, which designates its own Chair annually). Each committee charter includes a description of the role and responsibilities of the Chair of the committee, which include presiding over committee meetings, reporting to the Board with respect to the activities of the committee, and providing leadership to the committee and assisting it in reviewing and monitoring its responsibilities set out in its charter.
All committees of the Board hold an in-camera session without management present following each of its meetings. Each committee’s mandate grants it authority to retain and terminate legal or other advisors to the committee. A copy of the charter for each of the committees is posted on Alamos’ website at www.alamosgold.com.
Corporate Governance and Nominating Committee
Members: David Fleck (Chair), Ronald Smith, Mark Daniel and Claire Kennedy.
All Members Independent: Yes
Number of Meetings: 3 meetings
Attendance: 100%
The mandate of the CGNC is to assist the Board in fulfilling its oversight responsibilities with respect developing corporate governance guidelines, principles and policies for Alamos; identifying individuals qualified to be nominated as members of the Board; structure and composition of Board committees; evaluating the performance and effectiveness of the Board; Board succession and development; developing a director education program and succession planning for the CEO (see above “Board and Executive Management Succession Planning”).
The mandate of the CGNC requires that it shall be comprised of no less than three (3) directors, all of whom are independent. At the end of 2017, the CGNC was comprised of four (4) independent directors.
The CGNC, among other things, is responsible for identifying governance standards and practices applicable to the Company and monitoring new developments in corporate governance and making periodic recommendations to the Board; annually and periodically reviewing governance and related policies; assisting the Board in approving public disclosure with respect to corporate governance matters; and, ensuring a program and/or policy is in place with respect to director education.
With respect to the composition of the Board, its committees and the appointment of the CEO, the CGNC shall on an annual basis (or more frequently if required) assess the size and composition of the Board and Board committees, the competencies and skills required to enable the Board and Board committees to properly discharge their responsibilities, and report the results of that assessment to the Board.
The CGNC shall also assess the effectiveness of the Board as a whole and each Board committee, and assess whether there is a lack of competencies and skills on the Board or with respect to individual directors of the Company which results in the Board not being effective, and report the results of that assessment to the Board.
The CGNC oversees the process of identifying and recruiting new candidates for election or appointment as directors of the Company, including assessing the competencies and skills of identified individuals and reporting the results of that assessment to the Board; overseeing the process of identifying and recruiting new candidates for election or appointment as directors of the Company, including assessing the competencies and skills of identified individuals and reporting the results of that assessment to the Board.
Annually (and more frequently if appropriate) the CGNC will also assess the independence, as defined by applicable Canadian and US laws and regulations as well as the rules of relevant stock exchanges, all as set out in the Company’s Director Independence Policy, of the individual directors of the Company and report the results of that assessment to the Board. The CGNC, if/when required, will oversee the process of identifying and recruiting new candidates for appointment as CEO.

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Human Resources Committee
Members: Mark Daniel (Chair), David Gower, Patrick Downey and Kenneth Stowe.
All Members Independent: Yes
Number of Meetings: 3 meetings
Attendance: 100%
The mandate of the HRC is to assist the Board in monitoring, reviewing and approving Alamos’ compensation policies and practices, including specifically the establishment of corporate goals and objectives relevant to compensation of the CEO; evaluation of the CEO’s performance and determination of the CEO’s compensation; in consultation with the CEO, establishment of corporate and personal performance objectives for executive officers of the Company other than the CEO; in consultation with the CEO, evaluation of performance of, and determination of compensation for, senior executives other than the CEO; compensation of the directors of the Company and oversight of key compensation policies including incentive and equity‐based compensation plans of the Company.
The process by which the HRC determines the compensation for the issuer’s directors and officers includes setting annual performance objectives, evaluation of such performance, annual reviews of CEO, executive management and director compensation. For a detailed description of how compensation was determined see the “Report on Executive Compensation”.
The charter of the HRC grants it authority to retain and terminate any compensation consultant to assist in reviewing compensation matters, including sole authority to approve the fees and other terms of retention of such consultants. For the year 2017, the following advisory services were retained:

Services | Associated Fees
2017 Executive Compensation-related Fees 1. Hugessen Consulting Inc. a. Reviewed and provided advice regarding pay peer group, executive and director compensation benchmarking; and b. Conducted an independent review of Company performance and prepared pay-for-performance graphics for inclusion in the 2017 Compensation, Disclosure & Analysis. | CAD$42,169
2. Willis Towers Watson{1) a. Management retained Willis Towers Watson in early 2018 to provide compensation advice and other related services. Willis Towers Watson provided the following services in respect of fiscal year 2017. • Analyzed the performance of Alamos compared to our performance peer group and other comparator groups; • Assisted in reviewing the market compensation levels for the CEO, NEOs and other senior executives; and • Reviewed and commented on the management information circular. | CAD$31,534

(1) | Reported Associated Fees may be estimates given billing occurs after the services have been provided and/or may be those fees billed in the respective year and also includes HST.

Hugessen Consulting Inc. did not provide any services to the Company or management other than, or in addition to, the services described above. Hugessen Consulting was first retained by the Company in 2012. The HRC must pre-approve other services provided by the compensation consultants at the request of management.
The Company participated in the Equilar Top 25 Survey in 2017.
The HRC holds certain risk management responsibilities in respect of those risks within its area of focus. The Board strives to ensure that the members of the HRC have the skills and experience required to make decisions on whether the Company’s compensation policies and practices are consistent with its risk profile. The HRC avoids compensation policies which encourage excessive risk taking, such as compensation policies that allow pay out before the risks associated with the performance are likely to materialize, and policies that do not include regulatory compliance and risk management as part of their performance metrics. In the HRC’s view, compensation outcomes must be symmetric with risk outcomes. Variable compensation for senior executives is considered more risk-aligned when it is deferred. The HRC is also sensitive to the possible reputational damage that could be suffered by the organization where executives are not compensated in a manner that is consistent with the objectives of the Alamos executive compensation program or that is otherwise not in the best interests of the Company and its stakeholders. Other mechanisms used to mitigate executive compensation risks include the Company’s Claw-back Policy and Minimum Equity Ownership Policy.

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Audit Committee
Members: Ronald Smith (Chair), David Fleck and Patrick Downey.
All Members Independent: Yes
Number of Meetings: 4 meetings
Attendance: 100%
The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s compliance with applicable audit, accounting and financial reporting requirements. More particularly, the Audit Committee oversees the Company’s practices with respect to preparation and disclosure of financial related information, including through its oversight responsibilities with respect to the following: integrity of the quarterly and annual financial statements and management’s discussion and analysis; compliance with accounting and finance-related legal requirements; the audit of the consolidated financial statements; the review of the performance of, and recommendation of the nomination of, the independent auditors; the accounting and financial reporting practices and procedures including disclosure controls and procedures; the system of internal controls including internal controls over financial reporting; implementation and effectiveness of the Code of Business Conduct and Ethics and management of financial business risks that could materially affect the financial profile of Alamos. A full description of the responsibilities of Alamos’ Audit Committee is set forth in its charter, a copy of which is available at www.alamosgold.com.
All members of the Audit Committee are financially literate, as defined under NI 52-110. In considering criteria for determination of financial literacy, the Board looks at the ability to read and understand financial statements of the Company. Each of Ronald Smith, Patrick Downey and David Fleck is an “audit committee financial expert” having the attributes required of a “financial expert” as defined under the Sarbanes Oxley Act of 2002. In determining financial expertise, the Board looks at familiarity with emerging accounting issues, past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individuals’ financial sophistication, including being or having been a chief executive officer, a chief financial officer or having held another senior officer position of an entity with financial oversight responsibilities.
Technical and Sustainability Committee
Members: Kenneth Stowe (Chair), Claire Kennedy and David Gower.
All Members Independent: Yes
Number of Meetings: 5 meetings
Attendance: 100%
Site Visits: May 24, 2017 to May 26, 2017 – Young-Davidson Mine, Ontario, Canada, and
October 16, 2017 to October 20, 2017 – Mulatos Mine, Sonora, Mexico.
The mandate of the Technical and Sustainability Committee is to oversee Alamos’ technical, environmental (including any impacts as a result of climate change), health and safety and social responsibility performance at all operations and projects of the Company, to monitor related current and future regulatory issues and to make recommendations, where appropriate, to the Board. The Technical and Sustainability Committee also oversees the development and implementation of the Company’s policies and practices on technical, environmental, health, safety and social responsibility matters in light of applicable laws and recommends best practices in the various jurisdictions in which the Company conducts its operations. To achieve this, the Technical and Sustainability Committee reviews the Company’s existing programs to ensure that they minimize or prevent the effects of Alamos’ operations on the environment, and monitors their effectiveness. It also reviews the measures implemented, and key resources committed to, developing a positive relationship with the individuals and communities impacted by Alamos’ operations. The Technical and Sustainability Committee strives to ensure that the individuals employed in its areas of focus from each jurisdiction in which the Company operates communicate regularly and effectively with one another such that the value of their respective experiences and expertise are optimized.
OTHER INFORMATION
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth as at December 31, 2017, the number of securities authorized for issuance under the LTIP and historic equity compensation plans (under which no further securities may be issued); and, the number of securities remaining for issuance under the LTIP which was last ratified, confirmed and approved by the shareholders of the Company on May 13, 2016 and the ESPP which was last approved by the Board on July 30, 2015.

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Equity Compensation Plan Information

Plan Category | Maximum number of securities available to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders | 12,231,185 | CAD$9.97 | 11,522,267
Equity compensation plans not approved by security holders | - | - | -
Total | 12,231,185 | CAD$9.97 | 11,522,267

The dilution level for equity instruments issued in 2017, was 1.12% as at December 31, 2017. This compares to 0.99% as at December 31, 2016. Limited equity instruments were granted in 2015 due to the merger between AuRico and Former Alamos.
The year-end dilution level of total stock options outstanding as a percentage of Common Shares outstanding as at December 31, 2017 was 2.68%.
The grant rate for stock option granted in 2017 as a percentage of Common Shares outstanding as at December 31, 2017 was 0.88%.
Indebtedness of Directors and Executive Officers
At no time during the financial year ended December 31, 2017 was any director or executive officer of the Company, proposed management nominee for election as a director of the Company or each associate or affiliate of any such director, executive officer or proposed nominee indebted to the Company or any of its subsidiaries or was indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.
Interest of Informed Persons in Material Transactions
Other than as set forth in this Circular and other than with respect to transactions carried out in the ordinary course of business of the Company or any of its subsidiaries, none of the directors or officers of the Company, proposed management nominees for election as a director of the Company, shareholders beneficially owning shares carrying more than 10% of the voting rights attached to the shares of the Company or any associate or affiliate of any of the foregoing persons has during the Company's last completed financial year ended December 31, 2017, any material interest, direct or indirect, in any transactions which materially affected or would materially affect the Company or any of its subsidiaries.
Management Contracts of Named Executive Officers
Management functions of the Company are substantially performed by directors or executive officers of the Company, and not, to any substantial degree, by any other person with whom the Company has contracted.
Audit Committee
Information concerning the Company’s Audit Committee is set out under the heading “Audit Committee” in the Company’s Annual Information Form (“AIF”) dated March 23, 2018 which contains information for the year ended December 31, 2017. The AIF may be obtained from SEDAR under the Company’s profile at www.sedar.com.
Interest of Certain Persons in Matters to be Acted Upon
Other than as disclosed elsewhere in this Circular and other than transactions carried out in the ordinary course of business of the Company or any of its subsidiaries, none of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who has been a director or executive officer of the Company at any time since January 1, 2017 (being the commencement of the Company's last completed financial year), and no shareholder beneficially owning shares carrying more than 10% of the voting rights attached to the shares of the Company nor an associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, in any matter to be acted upon at the Meeting other than the election of directors.

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Additional Information
Additional information relating to the Company is available under the Company's profile on the SEDAR website at www.sedar.com or on the Company’s website, www.alamosgold.com. Financial information relating to the Company is provided in the Company's comparative financial statements and management's discussion and analysis for the most recently completed financial year ended December 31, 2017.
Shareholders may obtain a copy of the Company's financial statements and management's discussion and analysis upon request to the Company at Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario, Canada M5J 2T3.

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SCHEDULE “A”
Board of Directors Mandate

The Board of Directors (the Board”) of Alamos Gold Inc. (the “Company”) is responsible for the stewardship of the business and affairs of the Company. The Board seeks to discharge this responsibility by reviewing, discussing and approving the Company’s strategic plans, annual budgets and significant decisions and transactions as well as by overseeing the senior officers of the Company in their management of its day-to-day business and affairs. The Board’s primary role is to oversee corporate performance and assure itself of the quality, integrity, depth and continuity of management so that the Company is able to successfully execute its strategic plans and complete its corporate objectives. The composition, responsibilities, and authority of the Board are set out in this Mandate.
This Mandate and the Articles of the Company and such other procedures, not inconsistent therewith, as the Board may adopt from time to time, shall govern the meetings and procedures of the Board.
1. Composition

1.1 | The directors of the Company (“Directors”) should have a mix of competencies and skills necessary to enable the Board and Board committees to properly discharge their responsibilities.

1.2 | The Corporate Governance and Nominating Committee will annually (and more frequently, if appropriate) recommend candidates to the Board for election or appointment as Directors, taking into account the Board’s conclusions with respect to the appropriate size and composition of the Board and Board committees, the competencies and skills required to enable the Board and Board Committees to properly discharge their responsibilities, and the competencies and skills of the current Board.

1.3 | The Board approves the final choice of candidates.

1.4 | The shareholders of the Company elect the Directors annually.

1.5 | The Board has determined that a majority of the Directors will be “independent” as defined by applicable Canadian and US laws and regulations as well as the rules of relevant stock exchanges, all as set out in the Company’s Director Independence Policy.

1.6 | The Board will appoint a Chair from among its members. If the Chair is not independent, the Board will designate one of the independent Directors as the Lead Director to facilitate the functioning of the Board independently of management of the Company. The Chair and, if appointed, the Lead Director, shall hold office at the pleasure of the Board until successors have been duly appointed or until the Chair or Lead Director, as applicable, resign, or are otherwise removed from office by the Board.

1.7 | The Corporate Secretary of the Company, or the individual designated as fulfilling the function of Secretary of the Company, will be the secretary of all meetings and will maintain minutes of all meetings and deliberations of the Board. In the absence of the Corporate Secretary at any meeting, the Board will appoint another person who may, but need not, be a Member to be the secretary of that meeting.

2. Responsibilities

2.1 | The Board is responsible for supervising the management of and setting strategic direction for the business and affairs of the Company and its subsidiary entities (the “Group”).

2.2 | In discharging their responsibilities, the Directors owe the following fiduciary duties to the Company:

(a) a duty of loyalty: they must act honestly and in good faith with a view to the best interests of the Company; and

(b) | a duty of care: they must exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

2.3 | In discharging their responsibilities, the Directors are entitled to rely on the honesty and integrity of the senior officers of the Company and the independent auditors and other professional advisers of the Company, subject to the Directors’ duty of care.

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2.4 | In discharging their responsibilities, the Directors are also entitled to directors’ and officers’ liability insurance purchased by the Company and indemnification from the Company to the fullest extent permitted by law and the constating documents of the Company.

2.5 | The Board has specifically recognized its responsibilities for:

(a) | hiring a Chief Executive Officer (the “CEO”) and other senior officers who it believes will act with integrity and create a culture of ethical business conduct throughout the Group;

(b) | adopting a strategic planning process and approving annually (or more frequently if appropriate) a strategic plan which takes into account, among other things, the opportunities and risks of the business of the Company;

(c) | overseeing the identification of the principal risks of the business of the Company and overseeing the implementation of appropriate systems to manage these risks;

(d) | overseeing the integrity of the internal control and management information systems of the Company;

(e) | succession planning, including (with assistance from the CEO) appointing, training, monitoring and replacing the senior officers of the Company;

(f) | ensuring that the Company operates at all times within applicable laws and regulations and to the highest ethical standards;

(g) | approving and monitoring compliance with significant policies and procedures by which the Company is operated;

(h) | developing strong corporate governance policies and procedures for the Company;

(i) | ensuring the Company has in place a disclosure policy to enable the Company to communicate effectively with its shareholders, other stakeholders and the public generally and receive shareholder feedback;

(j) | ensuring that the Company’s financial results are reported fairly and in accordance with generally accepted accounting standards;

(k) | ensuring the timely reporting of any other developments that have a significant and material impact on the value of the Company; and

(l) | determining whether any members of the Company’s audit committee are “audit committee financial experts” as such term is defined in the rules and regulations of the United States Securities and Exchange Commission.

2.6 | It is expected that each director must be able to devote sufficient time to discharge their responsibilities effectively. In order to facilitate this, the Board has adopted a policy limiting the number of boards considered appropriate for directors, having regard to whether they are independent directors or members of management. Specifically, in the case of the CEO, he shall not sit on more than two outside public company boards in addition to that of the Company, and in the case of a non-management director, he shall not sit on more than five outside public company boards in addition to that of the Company.

2.7 | Directors are expected to attend Board meetings, meetings of Board committees of which they are members and, where practicable, the annual meeting of the shareholders of the Company. Directors are also expected to spend the time needed, and to meet as frequently as necessary, to discharge their responsibilities.

2.8 | Directors are expected to comply with the Code of Business Conduct and Ethics of the Company and any related policies or codes duly approved dealing with business conduct and ethics.

3. Authority

3.1 | The Board is authorized to carry out its responsibilities as set out in this Mandate.

3.2 | The Board is authorized to retain, and to set and pay the compensation of independent legal counsel and other advisers if it considers this appropriate.

3.3 | The Board is authorized to invite officers and employees of the Company and outsiders with relevant experience and expertise to attend or participate in its meetings and proceedings, if it considers this appropriate.

3.4 | The Directors will have unrestricted access to the officers and employees of the Company. The Directors will use their judgment to ensure that any such contact is not disruptive to the operations of the Company and will, to the extent appropriate, advise the Chief Executive Officer of the Company of any direct communications between them and the officers and employees of the Company.

3.5 | The Board and the Directors have unrestricted access to the advice and services of the Corporate Secretary and outside auditors and legal counsel.

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3.6 | The Board may delegate certain of its functions to Board committees, each of which may have its own charter or mandate. The following committees are currently constituted and are authorized to carry out the duties set out in their respective charters or mandates:

Board Committee | Charter or Mandate
Audit Committee | Audit Committee Charter
Human Resources Committee | Human Resources Committee Charter
Corporate Governance and Nominating Committee | Corporate Governance and Nominating Committee Charter
Technical and Sustainability Committee | Technical and Sustainability Committee Charter

4. Delegation to Management

4.1 | To assist the Directors in discharging their responsibilities, the Board expects management of the Company to:

(a) | review and update annually (or more frequently if appropriate) the Company’s strategic plan, and report regularly to the Board on the implementation of the strategic plan in light of evolving conditions;

(b) | prepare and present to the Board annually (or more frequently if appropriate) a business plan and budget, and report regularly to the Board on the Company’s performance against the business plan and budget;

(c) | report regularly to the Board on the Company’s business and affairs and on any matters of material consequence for the Company and its shareholders;

(d) | speak for the Company in its communications with shareholders and the public in accordance with the Company’s Disclosure Policy;

(e) | comply with any additional expectations that are developed and communicated during the annual strategic planning and budgeting process and during regular Board and Board committee meetings; and

(f) | consult the Board with respect to all matters which by law require Board approval and, specifically, as to those matters set out in any delegation of authority policy or other similar directive.

4.2 | The Board expects the Chief executive Officer to fulfill the mandate, duties and responsibilities as set out in the Chief Executive Officer Mandate (Schedule “A”).

5. Meetings and Proceedings

5.1 | Board meetings and proceedings shall be carried out in accordance with the Company’s By-Law Number 1.

5.2 | The Secretary or his delegate shall keep minutes of all meetings of the Board, including all resolutions passed by the Board. Minutes of meetings shall be distributed to the Directors after preliminary approval thereof by the Chair.

5.3 | An individual who is not a Director may be invited to attend a meeting of the Board for all or part of the meeting.

5.4 | The independent Directors shall meet regularly alone to facilitate full communication.

6. Self-Assessment

6.1 | The Board shall, together with the Corporate Governance and Nominating Committee, at least annually, assess the Board’s effectiveness with a view to ensuring that the performance of the Board accords with best practices.

6.2 The Board shall annually review this Mandate and update it as required.
7. Responsibilities of Chair
7.1 The Chair shall provide leadership to the Board to enhance the Board’s effectiveness, including:

(a) | ensuring that the responsibilities of the Board are well understood by both management and the Board and acting as a liaison between the Board and management to ensure that relationships between the Board and management are conducted in a professional and constructive manner;

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(b) | ensuring that the Board works as a cohesive team with open communication;

(c) | ensuring that the resources available to the Board (in particular, timely and relevant information) are adequate to support its work;

(d) | together with the Corporate Governance and Nominating Committee, ensuring that a process is in place by which the effectiveness of the Board and its committees (including size and composition) is assessed at least annually; and

(e) | together with the Corporate Governance and Nominating Committee, ensuring that a process is in place by which the contribution of individual directors to the effectiveness of the Board is assessed at least annually.

7.2 The Chair is responsible for managing the Board, including:

(a) | preparing the agenda of the Board meetings and ensuring pre-meeting material is distributed in a timely manner and is appropriate in terms of relevance, efficient format and detail;

(b) | chairing all meetings of the Board in a manner that promotes meaningful discussion;

(c) | adopting procedures to ensure that the Board can conduct its work effectively and efficiently, including committee structure and composition, scheduling, and management of meetings;

(d) | ensuring meetings are appropriate in terms of frequency, length and content;

(e) | ensuring that, where functions are delegated to appropriate committees, the functions are carried out and results are reported to the Board;

(f) | working with the Corporate Governance and Nominating Committee in approaching potential candidates once potential candidates are identified, to explore their interest in joining the Board; and

(g) | fulfills the mandate and responsibilities as set out in the position description for the Chair of the Board (Schedule “B”).

7.3 | The Chair is responsible for chairing the meeting of shareholders of the Company, or delegating such duty to an appropriate member of the Board or Management.

7.4 | The Chair is responsible for liaising with and, where appropriate, providing direction to the activities of the Corporate Secretary.

7.5 | At the request of the Board, the Chair shall represent the Company to external groups such as shareholders and other stakeholders, including community groups and governments.

7.6 | The Chair may delegate or share, where appropriate, certain of the above responsibilities with any independent committee of the Board.

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Schedule “A”
Position Description
Chief Executive Officer
1. Mandate
The Chief Executive Officer (the “CEO”) is the senior management officer of Alamos Gold Inc. (the “Company”). As such, the CEO is to: be the leader of an effective and cohesive management team for the Company; set the tone for the Company by exemplifying consistent values of high ethical standards and fairness; lead the Company in defining its vision; be the main spokesperson for the Company; and, bear the chief responsibility to ensure the Company meets its short-term operational and long-term strategic goals. The CEO works with and is accountable to the Board of Directors of the Company (the “Board”") with due regard to the Board's requirement to be informed and to be independent.
2. Duties And Responsibilities
The CEO's primary duties and responsibilities are to:

(a) | foster a corporate culture that promotes ethical practices, encourages individual integrity and fulfills social responsibility;

(b) | maintain a positive work climate that is conducive to attracting, retaining and motivating a diverse group of top-quality employees at all levels;

(c) | develop and recommend to the Board long-term strategies and a vision for the Company that leads to creation of shareholder value;

(d) | develop and recommend to the Board annual business plans and budgets that support the Company's long-term strategy;

(e) | develop for approval by the Board the corporate objectives which the CEO is responsible to meet;

(f) | identify the principal risks of the Company's business and ensure the implementation of appropriate systems to manage these risks;

(g) | ensure that personnel and systems are in place so that the day-to-day business affairs of the Company are appropriately managed;

(h) | consistently strive to achieve the Company's strategic, financial and operating goals and objectives;

(i) | ensure that appropriate personnel and systems are in place for the integrity and adequacy of the Company's internal control and management information systems;

(j) | ensure that the Company achieves and maintains a satisfactory competitive position within its industry and a high standard for its products and services;

(k) | ensure, in cooperation with the Board, that there is an effective succession plan in place for the CEO position;

(l) | ensure, in cooperation with the Board, that the Company has an effective management team below the level of the CEO and has an active succession plan, including the appointment, training and monitoring of senior management;

(m) | formulate and oversee the implementation of major corporate policies;

(n) | ensure, in cooperation with the Board, that there is an effective disclosure policy for the Company;

(o) | serve as the chief spokesperson for the Company;

(p) | comply at all times with the Company’s Code of Business Conduct and Ethics; and

(q) | ensure that Board approval is obtained for the matters requiring Board approval, as set out in the Company’s Delegation of Authority Policy.

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Schedule “B”
Position Description
Chair of the Board of Directors
1. Mandate
The Chair of the Board of Directors (the “Board”) of Alamos Gold Inc. (the “Company”) takes all reasonable measures to ensure the Board fulfills its oversight responsibilities. The Chair is responsible for the management and the effective performance of the Board, and provides leadership and direction to the Board.
2. Responsibilities
In addition to the responsibilities applicable to all directors of the Company, the responsibilities of the Chair of the Board include the following:

(a) | Presiding at all meetings of the Company’s shareholders and of the Board;

(b) | Assisting the Board, Board Committees and the individual directors in effectively understanding and discharging their respective duties and responsibilities;

(c) | During Board meetings, encouraging participation and discussion by individual directors, facilitating consensus, and ensuring that clarity regarding decisions is reached and duly recorded;

(d) | Fostering ethical and responsible decision making by the Board and its individual members;

(e) | Providing advice and counsel to the Chief Executive Officer and other senior officers of the Company;

(f) | Overseeing all aspects of the Board and Board Committee functions to ensure compliance with the Company’s corporate governance practices;

(g) | Overseeing an annual Board self-assessment;

(h) | Ensuring independent directors regularly discuss among themselves, without the presence of management, the Company’s affairs; and

(i) | Carrying out other responsibilities at the request of the Board.

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