Form S-8 - Securities to be offered to employees in employee benefit plans

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2024.

REGISTRATION NO. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

ALAMOS GOLD INC.

(Exact name of registrant as specified in its charter)


ONTARIO, CANADA						NOT APPLICABLE
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Brookfield Place, 181 Bay Street, Suite 3910

Toronto, Ontario, Canada, M5J 2T3
(416) 368-9932

(Address of principal executive offices)

____________________

Alamos Gold Inc. Legacy Stock Option Plan (Argonaut)

(Full title of the plan)

___________________

Corporation Service Company

80 State Street, Albany, New York, 12207-2543

(800) 927-9800
(Name, address and telephone number, including area code, of agent for service)

Copies to:


Nils F. Engelstad, Esq. Alamos Gold Inc. Brookfield Place 181 Bay Street, Suite 3910 Toronto, Ontario, M5J 2T3 (416) 368-9932			Mile T. Kurta, Esq. Christopher Bornhorst, Esq. Torys LLP 1114 Avenue of the Americas, 23rd Floor New York, NY 10036 (212) 880-6000			Kevin M. Morris, Esq. Braden Jebson, Esq. Torys LLP 79 Wellington St. W Toronto, Ontario M5K 1N2 (416) 865-7666

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

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EXPLANATORY NOTE

Pursuant to an arrangement agreement, dated as of March 27, 2024, between Alamos Gold Inc. (the “Registrant”) and Argonaut Gold Inc. (“Argonaut”), as amended on May 25, 2024 (the “Arrangement Agreement”), the Registrant acquired all of the issued and outstanding common shares of Argonaut (“Argonaut Shares”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Arrangement”). The Arrangement closed on July 12, 2024 (the “Effective Time”).

Pursuant to the Plan of Arrangement, each option to purchase Argonaut Shares under Argonaut’s incentive plan that was outstanding immediately prior to the Effective Time of the Arrangement was exchanged for an option to purchase from the Registrant 0.0185 of a Class A common share of the Registrant (each, a “Common Share”) under the Registrant’s Legacy Stock Option Plan (Argonaut) (the “Option Plan”).

This Form S-8 is being filed to register the issuance of 25,460 Common Shares underlying the options granted under the Option Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be delivered to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have heretofore been filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

(a) the Registrant’s Annual Report on Form 40-F (File No. 001-35783) for the fiscal year ended December 31, 2023, which includes its audited consolidated financial statements for such fiscal year (filed as Exhibit 99.3 thereto) and a description of its Class A common shares in its annual information form (filed as Exhibit 99.1 thereto);

(b) the Registrant’s Report on Form 6-K furnished on April 25, 2024 (Exhibits 99.2 and 99.3 only);

(d) all other reports filed by the Registrant under Section 13(a) or 15(d) of the Exchange Act since December 31, 2023; and

(e) the Registrant’s report on Form 8-K12G3 filed with the Commission on July 2, 2015, relating to the registration of its Class A common shares under the Exchange Act.

In addition, all reports and documents filed by the Registrant under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates

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that all securities being offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the date of filing of each such document, provided that reports on Form 6-K shall be so deemed incorporated by reference only if and to the extent indicated in such reports.

Any statement contained in a document or report incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document or report which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under the Business Corporations Act (Ontario), the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, on the condition that (i) such individual acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request; and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Registrant shall not indemnify the individual, unless the individual had reasonable grounds for believing that his or her conduct was lawful.

Further, the Registrant may, with the approval of a court, indemnify an individual in respect of an action by or on behalf of the Registrant or other entity to obtain a judgment in its favour, to which the individual is made a party because of the individual’s association with the Registrant or other entity as a director or officer, a former director or officer, an individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in paragraph (i) above. Such individuals are entitled to indemnification from the Registrant as a matter of right in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Registrant or other entity, provided the individual seeking an indemnity: (A) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (B) fulfills the conditions set out in paragraphs (i) and (ii) above.

In accordance with the Business Corporations Act (Ontario), the by-laws of the Registrant indemnify a director or former director, an officer or former officer, an individual who acts or acted at the Registrant’s request as a director or officer of a body corporate or an individual acting in a similar capacity of another entity, or the respective heirs and legal representatives of each of the persons previously designated (each, an “Indemnified Person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, which that Indemnified Person reasonably incurs in respect of any civil, criminal or administrative, investigative or other

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proceeding to which that Indemnified Person is made a party by reason of being or having been a director or officer of the Registrant or of a body corporate or by reason of having acted in a similar capacity for an entity if:

(a) the Indemnified Person acted honestly and in good faith with a view to the best interests of the Registrant or as the case may be, to the interest of the other entity; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Person had reasonable grounds for believing the conduct was lawful.

The Registrant maintains directors’ and officers’ liability insurance which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the by-laws of the Registrant and the Business Corporations Act (Ontario).

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In addition, the Registrant has agreed to maintain a directors’ and officers’ insurance and indemnification policy (or an equivalent “tail” insurance policy) for present and former officers and directors of the Registrant and its subsidiaries with respect to facts or events occurring prior to arrangement completion, subject to certain limitations.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

A list of exhibits included as part of this Registration Statement is set forth in the Exhibit Index to this Registration Statement.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement;

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(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Toronto, Ontario in Canada, on July 19, 2024.

ALAMOS GOLD INC.

By:

/s/ John A. McCluskey

Name: John A. McCluskey

Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John A. McCluskey, Gregory Fisher and Nils F. Engelstad and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 19, 2024.


Signature						Title

/s/ John A. McCluskey						President, Chief Executive Officer and Director (principal executive officer)
John A. McCluskey

/s/ Gregory Fisher						Chief Financial Officer (principal financial and accounting officer)
Gregory Fisher

/s/ Paul J. Murphy						Chairman and Director
Paul J. Murphy

/s/ Elaine Ellingham						Director
Elaine Ellingham

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/s/ David Fleck						Director
David Fleck

/s/ David Gower						Director
David Gower

/s/ Claire Kennedy						Director
Claire Kennedy

/s/ Monique Mercier						Director
Monique Mercier

/s/ J. Robert S. Prichard						Director
J. Robert S. Prichard

/s/ Shaun Usmar						Director
Shaun Usmar

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AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirements of the Securities Act, the undersigned, the Registrant’s duly authorized representative in the United States has signed this Registration Statement on July 19, 2024.

AuRico Gold (USA) Inc.

By:

/s/ Gregory Fisher

Name: Gregory Fisher

Title: Chief Financial Officer

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EXHIBIT INDEX


Exhibit						Description of Exhibit

5.1						Opinion of Torys LLP

23.1						Consent of KPMG LLP

23.2						Consent of Torys LLP (included in the opinion filed as Exhibit 5.1)

23.3						Consent of Jeffrey Volk

23.4						Consent of Christopher Bostwick

23.5						Consent of Marc Jutras

23.6						Consent of Herbert Welhener

23.7						Consent of Scott R.G. Parsons

23.8						Consent of Tyler Poulin

23.9						Consent of Nathan Bourgeault

24.1						Powers of Attorney (included on signature page hereto)

99.1						Alamos Gold Inc. Legacy Stock Option Plan (Argonaut)

107						Filing Fee Table

Exhibit 5.1


			79 Wellington St. W., 30th Floor Box 270, TD South Tower Toronto, Ontario M5K 1N2 Canada P. 416.865.0040 \| F. 416.865.7380

			www.torys.com

July 19, 2024

Alamos Gold Inc.
Brookfield Place, 181 Bay Street, Suite 3910

Toronto, Ontario, M5J 2T3, Canada

Dear Sirs/Mesdames:


			RE:			Alamos Gold Inc. (the “Corporation”)

We have acted as counsel to the Corporation in connection with the filing on the date hereof of a Registration Statement on Form S-8 (the “Form S-8”) with respect to Class A common shares of the Corporation (the “Common Shares”) issuable pursuant to the Alamos Gold Inc. Legacy Stock Option Plan (Argonaut) (the “Stock Option Plan”), which was adopted on July 12, 2024 pursuant to an arrangement agreement dated as of March 24, 2024, as amended on May 24, 2024, by and between the Corporation and Argonaut Gold Inc., a corporation incorporated under the laws of the Province of Ontario. We have made such investigations and examined originals or copies certified or otherwise identified to our satisfaction of documents, records and certificates of the Corporation as we have considered necessary or relevant for the purposes of this opinion including:

(a) the articles and by-laws of the Corporation;

(b) the Stock Option Plan; and

(c) the resolutions of the board of directors of the Corporation authorizing and ratifying the issuance of the Common Shares under the Stock Option Plan.

In giving this opinion, with regard to all documents examined by us, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies, the authenticity of the originals of such latter documents and the legal capacity of all natural persons who have executed any such documents.

We have also assumed that all Common Shares issued under the Stock Option Plan will be issued for consideration in property or past services that is not less in value than the fair equivalent of the money that the Corporation would have received if the Common Shares had been issued for money.

Based and relying upon and subject to the foregoing, we are of the opinion that the Common Shares will be validly issued and outstanding as fully paid and non-assessable shares (upon issuance and payment of the exercise price therefor in accordance with the Stock Option Plan).

The foregoing opinion is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Our opinion is given as of the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.

We consent to the filing of this opinion as an exhibit to the Form S-8. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Yours truly,

/s/ Torys LLP

Exhibit 23.1

KPMG LLP

Bay Adelaide Centre

333 Bay Street, Suite 4600

Toronto, ON M5H 2S5

Tel 416-777-8500

Fax 416-777-8818

www.kpmg.ca

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Alamos Gold Inc.

We consent to the use of our report dated February 21, 2024, on the consolidated financial statements of Alamos Gold Inc., which comprise the consolidated statements of financial position as at December 31, 2023 and December 31, 2022, the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes, and our report dated February 21, 2024 on the effectiveness of internal control over financial reporting as of December 31, 2023, which are incorporated by reference in the Registration Statement on Form S-8 dated July 19, 2024 of Alamos Gold Inc.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

July 19, 2024

Toronto, Canada

© 2024 KPMG LLP. an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited. a private English company limited by guarantee. All rights reserved.

Exhibit 23.3

CONSENT OF EXPERT

The undersigned hereby consents to the use of their report(s), and the information derived therefrom, as well as the reference to their name, in each case where used or incorporated by reference in this Registration Statement on Form S-8 of Alamos Gold Inc.



By:						/s/ Jeffrey Volk
						Name: Jeffrey Volk
						Dated: July 19, 2024

Exhibit 23.4

CONSENT OF EXPERT



By:						/s/ Christopher Bostwick
						Name: Christopher Bostwick
						Dated: July 19, 2024

Exhibit 23.5

CONSENT OF EXPERT



By:						/s/ Marc Jutras
						Name: Marc Jutras
						Dated: July 19, 2024

Exhibit 23.6

CONSENT OF EXPERT



By:						/s/ Herbert Welhener
						Name: Herbert Welhener
						Dated: July 19, 2024

Exhibit 23.7

CONSENT OF EXPERT



By:						/s/ Scott R.G. Parsons
						Name: Scott R.G. Parsons
						Dated: July 19, 2024

Exhibit 23.8

CONSENT OF EXPERT



By:						/s/ Tyler Poulin
						Name: Tyler Poulin
						Dated: July 19, 2024

Exhibit 23.9

CONSENT OF EXPERT



By:						/s/ Nathan Bourgeault
						Name: Nathan Bourgeault
						Dated: July 19, 2024

Exhibit 99.1

ALAMOS GOLD INC. LEGACY STOCK OPTION PLAN (ARGONAUT)
FOR THE FORMER PARTICIPANTS IN THE ARGONAUT GOLD INC.
AMENDED AND RESTATED SHARE INCENTIVE PLAN

Effective – July 12, 2024

1. Purpose of the Plan

The purpose of the Plan is to give individuals who were previously granted Argonaut Options under the Argonaut Plan the opportunity to acquire Common Shares pursuant to the terms hereof.

Pursuant to the Plan of Arrangement, among other things, (i) each Argonaut Option that is outstanding immediately prior to the Effective Time has been exchanged for, among other things, a replacement option to purchase an Argonaut Class A Share, and (ii) following the acquisition of all outstanding Argonaut Class A Shares (other than Argonaut Class A Shares held by the Corporation or any affiliate thereof) by the Corporation pursuant to the Arrangement, each option to purchase an Argonaut Class A Share has been exchanged for an Option, all as more specifically provided for in the Plan of Arrangement.

2. Definitions

Capitalized terms not defined herein shall have the meaning ascribed to such terms under the Plan of Arrangement. Unless otherwise defined herein, the following terms used in this Plan have the meaning given to them below:

“Argonaut” means Argonaut Gold Inc.;

“Argonaut Class A Option” has the meaning ascribed thereto in Section 4;

“Argonaut Options” means the options to purchase Argonaut Shares granted under the Argonaut Plan, which were exchanged for Options pursuant to the Plan of Arrangement;

“Argonaut Plan” means the amended and restated share incentive plan of Argonaut, most recently approved by the Argonaut Shareholders on May 5, 2023;

“Argonaut Shareholders” means, at any particular time, the holders of Argonaut Shares at such time;

“Argonaut Shares” means the common shares of Argonaut, as constituted immediately prior to the Effective Time;

“Blackout Period” means any period during which an Optionee cannot trade securities of the Corporation pursuant to the Corporation’s policy respecting restrictions on trading which is in effect at that time (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation or, in respect of an insider, that insider, is subject); provided that, for an Optionee who resides in the United States or is subject to United States federal income taxation, the Blackout Period will

exist only when the Optionee cannot exercise an Option because such exercise would violate an applicable law;

“Blackout Period Expiry Date” means the date on which a Blackout Period expires;

“Board” and “Board of Directors” mean the board of directors of the Corporation;

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time;

“Common Shares” means the Class A common shares in the capital stock of the Corporation or, in the event of an adjustment contemplated in Section 9, such other shares to which an Optionee may be entitled as a result of such adjustment;

“Corporation” means Alamos Gold Inc., including its subsidiaries and affiliates (as defined under the Securities Act (Ontario)) as the context requires;

“Directors” means the directors of the Corporation from time to time;

“Exercise Price” means the price at which an Option may be exercised pursuant to the Plan;

“Insider” means an “insider” determined in accordance with the Toronto Stock Exchange Company Manual in respect of the rules governing Security-Based Compensation Arrangements, as such definition may be amended, supplemented or replaced from time to time;

“Option” means an option to purchase from the Corporation 0.0185 of a Common Share granted pursuant to the Plan; provided that if the foregoing would result in the issuance of a fraction of a Common Share on any particular exercise of Options in the aggregate, then the number of Common Shares otherwise issuable shall be rounded down to the nearest whole number of Common Shares;

“Optionee” means a person to whom an Option has been granted pursuant to the Plan;

“Option Notice” means a notice, substantially in the form set out as Schedule “A” hereto, evidencing an Option, or such other form as may be approved by the Board from time to time;

“Option Period” means the period in which an Option may be exercised;

“Option Shares” means the Common Shares which an Optionee is entitled to purchase pursuant to Options granted pursuant to the Plan;

“Plan” means this Alamos Gold Inc. Legacy Stock Option Plan (Argonaut), as amended from time to time;

“Plan of Arrangement” means the plan of arrangement under Section 182 of the Business Corporations Act (Ontario) pursuant to which the Corporation has, among other things, acquired all of the issued and outstanding Argonaut Shares;

“Security-Based Compensation Arrangement” has the meaning ascribed in Section 613(b) of the Toronto Stock Exchange Company Manual, as amended, amended and restated or replaced from time to time and shall include:

a. stock option plans for the benefit of employees, insiders, service providers, or any one of such groups;

b. individual stock options granted to employees, service providers, or insiders if not granted pursuant to a plan previously approved by the Corporation’s security holders;

c. stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased;

d. stock appreciation rights involving issuances of securities from treasury;

e. any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation from treasury; and

f. security purchases from treasury by an employee, insider, or service provider which is financially assisted by the Corporation by any means whatsoever; and

“Stock Exchange” means The Toronto Stock Exchange.

3. Eligibility

The participants of the Plan will be those persons who held Argonaut Options immediately prior to the Effective Time and whose Argonaut Options were exchanged for Options at the Effective Time pursuant to the Plan of Arrangement.

4. Option Terms

No additional Options may be granted hereunder after the Effective Date, subject to any adjustments pursuant to Section 9.

In accordance with the Plan of Arrangement, the Argonaut Portion of each Argonaut Option was disposed of to Argonaut, and as the sole consideration therefor Argonaut granted to each holder thereof an option to purchase one Argonaut Class A Share (an “Argonaut Class A Option”), which Argonaut Class A Option will have an exercise price equal to the product obtained when the exercise price payable to acquire an Argonaut Share under such Argonaut Option is multiplied by the Argonaut Portion, as adjusted pursuant to the Plan of Arrangement, following which each Argonaut Class A Option was disposed of to the Corporation, and as the sole

consideration therefor the Corporation granted to each such holder an Option. Such Option shall provide for an exercise price per whole Common Share (rounded up to the nearest whole cent) equal to the quotient obtained when (i) the exercise price that would otherwise be payable to acquire an Argonaut Class A Share pursuant to the Argonaut Class A Option it replaces, is divided by (ii) the Alamos Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of Options shall be rounded up to the nearest whole cent). Notwithstanding the foregoing, the exercise price of an Option shall be adjusted as necessary in accordance with the Plan of Arrangement to ensure the in-the-money amount of the Option immediately after the exchange does not exceed the in-the-money amount of the Argonaut Class A Option immediately before the exchange. All terms and conditions of such Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Argonaut Option for which it was exchanged (except that the term to expiry of any such Option shall not be affected by a holder of such Options not becoming, or ceasing to be, an employee, consultant, officer or director of Argonaut or the Corporation, as the case may be), and any document evidencing such Option shall thereafter evidence and be deemed to evidence such Option.

5. Number of Common Shares Available for Options

As of the Effective Date, Options have been granted with respect to an aggregate of 36,687 Common Shares, which shall be the maximum number of Common Shares that may be issued under the Plan or reserved for issuance upon the exercise of the Options, subject to adjustment as provided in Section 9.

The Plan, when combined with all of the Corporation’s other previously established Security-Based Compensation Arrangements, shall not result at any time in:

(a) a number of Common Shares issued to Insiders within a one-year period exceeding 5% of the issued and outstanding Common Shares; and

(b) a number of Common Shares issuable to Insiders at any time exceeding 5% of the issued and outstanding Common Shares.

6. Option Notices

Each Option granted under this Plan shall be evidenced by an Option Notice. Such Option Notices shall be subject to the terms and conditions of the Plan and shall contain such provisions as are required by the Plan and any other provisions which the Board may direct. Any one officer of the Corporation is authorized and empowered to approve and execute on behalf of the Corporation and deliver Option Notices to holders of Options.

OPTION PLAN

7. Vesting, Payment and Termination

(a) Each Option granted to an Optionee will be subject to vesting in accordance with the vesting schedule applicable to the related Argonaut Option, immediately prior to the Effective Time.

(b) An Optionee may, from time to time and at any time during the Option Period, elect to exercise all or a portion of the Option Shares which such Optionee is then entitled to exercise, by delivering to the Corporation at its registered office, a notice in writing which shall specify the number of Option Shares that the Optionee desires to exercise accompanied by payment in full of the Exercise Price for such Option Shares. Payment may be made by cash, certified cheque, bank draft or money order, payable to the order of the Corporation. The Board may otherwise determine acceptable methods to exercise an Option as it deems appropriate.

(c) The expiry date of each Option shall be the original expiration date applicable to the exchanged Argonaut Option as set forth in the applicable Option Notice, unless such expiration date falls within a Blackout Period or within nine Business Days after a Blackout Period Expiry Date, in which case the expiration date of the Option will be the date which is ten Business Days after the Blackout Period Expiry Date. Notwithstanding anything else herein contained, the ten Business Day period referred to in this Section 7(c) may not be extended by the Board.

8. Taxes

If the Corporation determines that under the requirements of applicable taxation laws it is obliged to withhold for remittance to a taxing authority any amount in respect of the issuance of any Common Shares, payment of cash, securities or other property, pursuant to any Options, the Corporation may, prior to and as a condition of issuing the Common Shares, payment of cash, securities or other property, require the Optionee to pay to the Corporation such amount as the Corporation is obliged to remit to such taxing authority in respect of the issuance of the Common Shares, payment of cash, securities or other property. Any such payment shall, in any event, be due no later than the date as of which any amount with respect to the issuance of the Common Shares, payment of cash, securities or other property must be remitted by the Corporation to such taxing authority. Any payment required to be made by an Optionee pursuant to this Section 8 shall be in addition to the Exercise Price, if any, for the Common Shares.

For Optionees residing or subject to tax in the United States, this Plan is intended to comply with the requirements of Section 409A of the Code and all provisions hereunder shall be read, interpreted and applied with that purpose in mind. No provision of the Plan shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code, including, in the event Common Shares are publicly traded on an established securities market, the Corporation’s right to delay payment of any grant under this plan to the extent, and only for so long as, necessary to comply with the requirements of Section 409A of the Code. Each recipient of an Option hereunder who is or who becomes a U.S. taxpayer is advised to consult with his or her personal tax advisor with respect to the tax consequences under federal, state, local and other tax laws of the receipt of an Option hereunder. No Option shall be granted to an Optionee residing or subject to tax in the United States unless Argonaut is an “eligible issuer of service recipient stock” with respect to such Optionee as defined in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E).

9. Adjustment in Shares

(a) The number of Common Shares subject to this Plan, the number of Common Shares available under Options granted and the Exercise Price shall be adjusted from time to time, in such manner and by such procedure deemed appropriate by the Board, subject to applicable law and the applicable rules and policies of the Stock Exchange in the event of a reorganization, recapitalization, stock split or redivision, reduction, combination or consolidation, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Corporation. Failure of the Board to provide for an adjustment shall be conclusive evidence that the Board has determined that it is equitable to make no adjustment in the circumstances.

(b) If at any time the Corporation grants to its shareholders the right to subscribe for and purchase pro rata additional securities of any other corporation or entity, there shall be no adjustments made to the Common Shares in consequence thereof and the Options shall remain unaffected.

(c) In the event of a change in the Corporation’s currently authorized Common Shares which is limited to a change in the designation thereof, the shares resulting from any such change shall be deemed to be Common Shares within the meaning of the Plan.

(d) In the event of any other change affecting the Common Shares, such adjustment, if any, shall be made as may be deemed equitable by the Board to properly reflect such event.

(e) No fractional Common Shares shall be issued on the exercise of an Option. Accordingly, if, as a result of any adjustment under this Section 9, an Optionee would become entitled to a fractional Common Share, the Optionee shall have the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded.

10. Transfer and Assignment

Except to the extent otherwise provided in the applicable agreement evidencing an Option, no Option or right granted to any person under the Plan shall be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of (including through the use of any cash-settled instrument) other than by will or by the laws of descent and distribution in accordance with Section 11, and all such Options and rights shall be exercisable during the life of the grantee only by the grantee or the grantee’s legal representative.

11. Effect of Death

If an Optionee shall die, any Option that would have vested or been available for exercise within 12 months after the date of such death shall immediately vest, and such Options shall be exercisable in whole or in part only by the person or persons to whom the rights of the Optionee

under the Option shall pass by the will of the Optionee or the laws of descent and distribution for a period of six months (or such other period of time as is otherwise provided in the Optionee’s employment contract) after the date of death of the Optionee or prior to the expiration of the Option Period in respect of the Option, whichever is sooner, and then only to the extent that such Optionee was entitled to exercise or redeem the Option at the date of the death of such Optionee in accordance with Section 7 of this Plan.

12. Administration of Plan

(a) The Plan shall be administered by the Board. Subject to any limitations of the Plan and regulatory requirements, the Board shall have full authority to administer the Plan, including the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Board may deem necessary or desirable in order to comply with the requirements of the Plan. All actions taken and all interpretations and determinations made by the Board in good faith shall be final and conclusive and shall be binding on the Optionees and the Corporation. No member of the Board shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Board shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary or desirable for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation.

(b) Any determination by the Board shall be final and conclusive on all persons affected thereby unless otherwise determined by the Board of Directors.

(c) The day to day administration of this Plan may be delegated to such officers and employees as the Board shall determine.

13. Acceleration on Take-over Bid, Consolidation, Merger, etc.

In the event that:

(a) the Corporation seeks or intends to seek approval from the shareholders of the Corporation for a transaction which, if completed, would constitute an Acceleration Event (as defined below); or

(b) a person makes a bona fide offer or proposal to the Corporation or the shareholders of the Corporation which, if accepted or completed, would constitute an Acceleration Event,

the Corporation shall send notice to all Optionees of such transaction, offer or proposal as soon as practicable and, provided that the Board has determined that no adjustment will be made

pursuant to Section 9 hereof, (i) the Board may, by resolution and notwithstanding any vesting schedule applicable to any Option hereof, permit all Options outstanding which have restrictions on their exercise to become immediately exercisable during the period specified in the notice (but in no event later than the applicable expiry date of an Option), so that the Optionee may participate in such transaction, offer or proposal, and (ii) the Board may accelerate the expiry date of such Options and the time for the fulfillment of any conditions or restrictions on such exercise.

In this Section 13, an Acceleration Event means:

(i) the acquisition by any “offeror” (as defined in section 89 of the Securities Act (Ontario) as of the date hereof) of beneficial ownership of more than 50% of the votes attached to the outstanding voting securities of the Corporation, by means of a take-over bid or otherwise;

(ii) any consolidation, merger, statutory amalgamation or arrangement involving the Corporation and pursuant to which the Corporation will not be the continuing or surviving corporation or pursuant to which the Common Shares will be converted into cash or securities or property of another entity, other than a transaction involving the Corporation and in which the shareholders of the Corporation immediately prior to the completion of the transaction will have the same proportionate ownership of the surviving corporation immediately after the completion of the transaction;

(iii) a separation of the business of the Corporation into two or more entities;

(iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation to another entity; or

(v) the approval by the shareholders of the Corporation of any plan of liquidation or dissolution of the Corporation.

14. Securities Exchange Take-over Bid

In the event that the Corporation becomes the subject of a take-over bid (within the meaning of the Securities Act (Ontario)) as a result of which all of the outstanding Common Shares are acquired by the offeror through compulsory acquisition provisions of the incorporating statute or otherwise, and where consideration is paid in whole or in part in equity securities of the offeror, the Board may send notice to all Optionees requiring them to surrender their Options within 10 days of the mailing of such notice, and the Optionees shall be deemed to have surrendered such Options on the tenth day after the mailing of such notice without further formality, provided that:

(a) the Board delivers with such notice an irrevocable and unconditional offer by the offeror to grant replacement options to the Optionees on the equity securities offered as consideration;

(b) the Board has determined, in good faith, that such replacement options have substantially the same economic value as the Options being surrendered; and

(c) the surrender of Options and the granting of replacement options can be effected on a tax free rollover basis under the Income Tax Act (Canada) or the Code.

15. Notices

All written notices to be given by the Optionee to the Corporation may be delivered personally or by registered mail, postage prepaid, addressed as follows:

Alamos Gold Inc.
181 Bay St., Suite 3910
Toronto, ON
M5J 2T3

Attention: General Counsel

Any notice given by the Optionee pursuant to the terms of the Option shall not be effective until actually received by the Corporation at the above address. Any notice to be given to the Optionee shall be sufficiently given if delivered personally or by postage prepaid mail to the last address of the Optionee on the records of the Corporation and shall be effective seven days after mailing.

16. Corporate Action

Nothing contained in this Plan or any Option granted shall be construed so as to prevent the Corporation or any subsidiary of the Corporation from taking corporate action which is deemed by the Corporation or the subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or on any Option granted.

17. Amendment of the Plan

(a) The Board may amend, suspend or terminate the Plan at any time, provided that no such amendment, suspension or termination may:

(i) be made without obtaining any required regulatory approvals; or

(ii) adversely affect the rights of any Optionee who holds an Option at the time of any such amendment, without the consent of the Optionee.

(b) The Board may from time to time, in the absolute discretion of the Board and without shareholder approval, make the following amendments to the Plan or any Option granted under the Plan:

(i) an amendment to the Exercise Price of any Option, unless the amendment is a reduction in the Exercise Price of an Option held by an Insider;

(ii) an amendment to the date upon which an Option may expire, unless the amendment extends the expiry of an Option held by an Insider;

(iii) an amendment to the vesting provisions of the Plan or any Option;

(iv) an amendment to provide a cashless exercise feature to an Option or the Plan, provided that such amendment ensures the full deduction of the number of underlying Common Shares from the total number of Common Shares subject to the Plan;

(v) an addition to, deletion from or alteration of the Plan or an Option that is necessary to comply with applicable law or the requirements of any regulatory authority or any stock exchange on which the Common Shares are listed;

(vi) any amendment of a “housekeeping” nature, including, without limitation, amending the wording of any provision of this Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan, correcting grammatical or typographical errors and amending the definitions contained within this Plan respecting the administration of the Plan;

(vii) any amendment respecting the administration of this Plan; and

(viii) any other amendment that does not require shareholder approval under Section 17(c).

(i) any increase in the maximum number of Common Shares reserved for issuance other than pursuant to Section 9;

(ii) to remove or exceed the Insider participation limit;

(iii) to an amending provision within the Plan other than the addition of matters requiring shareholder approval;

(iv) any reduction in the Exercise Price, the cancellation and reissue of Options, or the extension of the expiry of an Option held by an Insider;

(v) any change which would materially modify the requirements as to eligibility for participation in the Plan; and

(vi) any change which would permit Options granted under the Plan to be transferable or assignable other than for normal estate settlement purposes.

18. Governing Law

This Plan is established under the laws of Ontario and the rights of all parties and the construction and effect of each provision of this Plan shall be according to the laws of Ontario and the laws of Canada applicable in Ontario.

19. Government Regulation

The Corporation’s obligation to issue and deliver Common Shares under any Option is subject to:

(a) the satisfaction of all requirements under applicable securities law in respect thereof and obtaining all regulatory approvals as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b) the admission of such Common Shares to listing on any stock exchange in Canada or the United States on which Common Shares may then be listed; and

(c) the receipt from the Optionee of such representations, agreements and undertakings as to future dealings in such Common Shares as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

In this connection, the Corporation shall take all reasonable steps to obtain such approvals and registrations as may be necessary for the issuance of such Common Shares in compliance with applicable securities laws and for the listing of such Common Shares on a stock exchange in Canada or the United States on which the Common Shares are then listed.

SCHEDULE “A”

ALAMOS GOLD INC.

LEGACY STOCK OPTION PLAN (ARGONAUT)
OPTION NOTICE

Date: [Insert Notice Date]

Pursuant to the plan of arrangement under Section 182 of the Business Corporations Act (Ontario) pursuant to which Alamos Gold Inc. (the “Corporation”) has, among other things, acquired all of the issued and outstanding common shares of Argonaut Gold Inc. (“Argonaut”), the Corporation hereby evidences the grant to the Optionee named below the following replacement option (“Option”) to acquire Class A common shares of the Corporation (“Shares”) pursuant to the terms of the Alamos Gold Inc. Legacy Stock Option Plan (Argonaut) (the “Plan”) and the terms outlined below:

Optionee’s Name:

Optionee’s Address:

Total Number of Argonaut Shares subject to Argonaut Option Exchanged:

Total Number of Common Shares subject to Option Granted:

Exercise Price per Argonaut Share for Argonaut Option Exchanged:

Exercise Price Per Common Share:

Grant Date: [Insert Original Grant Date]

Expiry Date: [Insert Original Expiry Date]

Terms of Vesting: All Options are fully vested and exercisable.

Other:

This Option Notice is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction between the terms of this Option Notice and the Plan, the terms of the Plan shall govern. Capitalized terms not defined herein shall have the meaning ascribed to such terms under the Plan.

DATED as of the date first written above.

ALAMOS GOLD INC.

By:

Name:

Title:

ALAMOS GOLD INC.

LEGACY STOCK OPTION PLAN (ARGONAUT)
EXERCISE NOTICE

TO: Alamos Gold Inc. (the “Corporation”)

The undersigned, being the holder of options to purchase Class A common shares of the Corporation at the exercise price of $___ per share, hereby irrevocably gives notice, pursuant to the Legacy Stock Option Plan (Argonaut) of the Corporation (the “Plan”), of the exercise of the Option to acquire and hereby subscribes for of such Class A common shares of the Corporation.

The undersigned tenders herewith a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price of the aforesaid Class A common shares exercised and any applicable withholding taxes and directs the Corporation to issue a direct registration statement evidencing said Class A common shares in the name of the undersigned to be mailed to the undersigned at the following address:

By executing this Exercise Notice, the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Exercise Notice shall have the meanings given to them under the Plan or the attached Option Notice.

DATED the day of 20 .

Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Alamos Gold Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security

Type

Security

Class

Title

Fee

Calculation

Rule

Amount

Registered

Proposed

Maximum

Offering

Price Per

Unit

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Fees to Be paid

Equity

Class A Common Shares (1)

457(h)

25,460

$17.49 (2)

$445,295.40

0.00014760

$65.73

Total Offering Amounts

$445,295.40

$65.73

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

$65.73


			(1)			Class A Common Shares of Alamos Gold Inc. issuable upon exercise of outstanding options and options to be granted under the Alamos Gold Inc. Legacy Stock Option Plan (Argonaut) (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), includes any additional Class A Common Shares that become issuable under the Plan by reason of any share dividend, share split, recapitalization or other similar transaction.


			(2)			Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee for Class A Common Shares to be issued pursuant to the Plan, based on the average of the high and low prices reported for a Class A Common Share on the New York Stock Exchange on July 12, 2024, which was US$17.49 per share.