ALIO GOLD INC.
Report of Voting Results
(Section 11.3 of National Instrument 51-102)
In accordance with Section 11.3 of National Instrument 51-102Continuous Disclosure Obligations, this report briefly describes the matters voted upon and the outcome of the votes at the annual general and special meeting (the “Meeting”) of the shareholders of Alio Gold Inc. (the “Company”) held on May 18, 2018 in Vancouver, British Columbia.
The Rye Patch Acquisition
At the Meeting, shareholders voted to approve the issuance, or reservation for issuance, as the case may be, by the Company of such number of common shares of the Company as may be required to be issued pursuant to the plan of arrangement involving Rye Patch Gold Corp. under Division 5 of Part 9 of theBusiness Corporations Act(British Columbia) in accordance with the terms of the arrangement agreement, dated March 18, 2018, between the Company and Rye Patch Gold Corp., as follows:
| For | % | Against | % |
| 15,394,725 | 94.19 | 950,328 | 5.81 |
Setting of Number of Directors
At the Meeting, shareholders voted to set the number of directors at seven, as follows:
| For | % | Withhold | % |
| 16,252,692 | 99.43 | 92,361 | 0.57 |
Election of Directors
At the Meeting, shareholders voted to elect the following directors, as follows:
| | For | % | Withhold | % |
| | | | | |
| Mark D.Backens | 15,429,784 | 94.40 | 915,269 | 5.60 |
| | | | | |
| George Brack | 15,423,850 | 94.36 | 921,203 | 5.64 |
| | | | | |
| Bryan A.Coates | 15,420,119 | 94.34 | 924,934 | 5.66 |
| | | | | |
| Stephen Lang | 15,417,743 | 94.33 | 927,310 | 5.67 |
| | | | | |
| Greg McCunn | 15,411,992 | 94.29 | 933,061 | 5.71 |
| | | | | |
| Paula Rogers | 15,415,736 | 94.31 | 929,317 | 5.69 |
| | | | | |
José Alberto
VizquerraBenavides | 14,446,525 | 88.38 | 1,898,528 | 11.62 |
Appointment of Auditors
At the Meeting, shareholders voted to appoint Deloitte LLP, Chartered Professional Accountants, as the auditor of the Company and authorized the directors to fix the remuneration to be paid to Deloitte LLP, Chartered Professional Accountants, as follows:
| For | % | Withhold | % |
| 22,912,222 | 99.71 | 66,560 | 0.29 |
For additional information, please see the Company’s Information Circular filed in connection with the Meeting, which is available on the Company’s website at www.aliogold.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Dated this 18th day of May, 2018.
ALIO GOLD INC.
| By: | (signed) “Colette Rustad” | |
| Name: Colette Rustad | |
| | Title: Chief Financial Officer | |
