for the
to be held on December 16, 2015 with respect to an Arrangement
Involving
Carlisle Goldfields Limited
and
Alamos Gold Inc.
These materials are important and require your immediate attention. They require shareholders of Carlisle Goldfields Limited to make an important decision. If you are in doubt as to how to make such decision, please contact your professional advisors.
Neither the Toronto Stock Exchange nor any securities regulatory authority has in any way passed upon the fairness or merits of the transaction described in this Management Information Circular, the securities offered pursuant to such transaction or the adequacy of the information contained in this Management Information Circular and any presentation to the contrary is an offence.
NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2015to consider, pursuant to an interim order (the 'Interim Order') of the Ontario Superior Court of Justice (Commercial List) dated November 12, 2015 and, if deemed advisable, to pass a special resolution of shareholders (the 'Carlisle Arrangement Resolution'), the full text of which is set forth in Appendix 'A' to the accompanying management information circular (the 'Circular'), approving a plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the 'OBCA'), involving the acquisition by Alamos Gold Inc. ('Alamos') of all the issued and outstanding common shares of the Corporation (the 'Carlisle Shares'), all as more particularly described in the Circular (the 'Arrangement'), which resolution, to be effective, must be passed by an affirmative vote of:
at least 66 2/3% of the votes cast at the Meeting by Carlisle Shareholders; and
a majority of votes cast at the Meeting by Carlisle Shareholders, excluding the votes cast in respect of Carlisle Shares held by any 'interested party' to the Arrangement and certain others, all as determined in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions; and
to transact such other business as may properly come before the Meeting.
Particulars of the foregoing are set forth in the Circular, which is supplemental to and expressly made a part of this Notice.
The close of business on November 12, 2015 has been fixed as the record date for the Meeting, being the date for the determination of the registered holders of Carlisle Shares entitled to receive notice of and vote at the Meeting and any adjournments or postponements thereof.
DATED at Toronto, Ontario as of the 12th day of November, 2015.
BY ORDER OF THE BOARD OF DIRECTORS
Signed: 'Abraham Drost' Abraham Drost
President and Chief Executive Officer
INFORMATION CONTAINED IN THIS CIRCULARThe information contained in this Management Information Circular ('Circular') is given as at November 12, 2015 except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein.
No person has been authorized to give any information or to make any representation in connection with the transactions discussed herein other than the information and representation contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by Carlisle Goldfields Limited ('Carlisle' or the 'Corporation').
This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.
The holders of outstanding securities of Carlisle should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith.
This Circular contains defined terms. For a list of the defined terms used herein, see 'Glossary of Terms'.
This Circular and the documents incorporated by reference herein contain forward-looking statements and forward- looking information within the meaning of Canadian securities legislation (collectively, the 'forward-looking statements') concerning anticipated developments in operations, including the timing and effect of the plan of arrangement between Carlisle and Alamos, the potential benefit of the plan of arrangement, the estimation of mineral resources and potential development of such resources, statements about planned operations, success of exploration activities, requirements for additional capital, planned exploration activities and planned future acquisitions, the adequacy of financial resources and other events or conditions that may occur in the future. Any statements that involve predictions, expectations, beliefs, plans, projections, objectives, assumptions or that refer to future events or performance (often but not always using phrases such as 'expects' or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'estimates' or 'intends', or stating that certain actions, events or results 'may', 'could', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forwarded-looking statements and are intended to identify forward-looking statements.
These forward-looking statements are based on the beliefs of Carlisle as well as on assumptions which management of Carlisle believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurances that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the approval of the proposed statutory arrangement under section 182 of the OBCA, the approval by the Court, and the receipt of required governmental, shareholder and regulatory approvals.
This list is not exhaustive of the factors that may affect any of the forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from
(i)
those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this Circular generally and certain economic and business factors, some of which may be beyond the control of Carlisle. In addition, recent unprecedented events in the world economy and global financial and credit markets have resulted in high market and commodity volatility and a contraction in debt and equity markets, which could have a particularly significant, detrimental and unpredictable effect on the forward-looking statements. Some of the important risks and uncertainties that could affect the forward-looking statements are described further in the documents incorporated by reference herein. Carlisle does not intend, and does not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, securityholders should not place undue reliance on forward-looking statements.
Securities issued in the Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. Such securities will instead be issued in reliance upon the exemption provided by section 3(a)(10) of the U.S. Securities Act, on the basis of approval of the Court, and applicable exemptions under state securities laws. Securities issued under the Arrangement will be freely transferable under United States federal securities laws, except for securities held by persons who are 'affiliates' of Alamos after the Effective Time or were affiliates of Alamos or Carlisle at the Effective Time. Such securities held by 'affiliates' may be resold by them only in transactions outside the United States to the extent permitted by, and subject to the conditions and limitations of, the resale provisions of Regulation S under the U.S. Securities Act, Rule
144 promulgated under the U.S. Securities Act or as otherwise permitted under the U.S. Securities Act. See 'Regulatory, Securities and Tax Matters and Approvals - Securities Laws Considerations - U.S. Residents' in Part Two 'The Proposed Arrangement'.
The solicitation and transactions contemplated herein are made by Carlisle, a 'foreign issuer' (within the meaning of the U.S. Securities Act) incorporated under the laws of Canada that has prepared this Circular in accordance with the disclosure requirements of Canada. This solicitation of proxies is not subject to the requirements of section 14(a) of the Securities Exchange Act. Accordingly, Carlisle Shareholders resident in the United States should be aware that, in general, such Canadian disclosure requirements are different from those applicable to proxy statements, prospectuses or registration statements prepared in accordance with U.S. laws.
Information concerning the properties and operations of Carlisle and Alamos has been prepared in accordance with the requirements of Canadian securities laws and applicable stock exchange requirements, which differ from the
(ii)
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