ce40f1a97d70ba368f5552.pdf

CHALICE GOLD MINES LIMITED

ANNUAL INFORMATION FORM

September 28, 2015

GLOSSARY 2

PRESENTATION OF INFORMATION 5

COMPETENT PERSONS AND QUALIFIED PERSONS STATEMENT 5

FORWARD-LOOKING INFORMATION 6

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES 7

EXCHANGE RATES 7

BASIS OF PRESENTATION 8

DESIGNATED FOREIGN ISSUER STATUS 8

CORPORATE STRUCTURE 8

BUSINESS OF THE COMPANY 10

RECENT DEVELOPMENTS 10

PROJECT OVERVIEW 11

DIVIDEND POLICY 22

SHARE BUY-BACK 22

MINIMUM HOLDING SHARE BUY-BACK 22

DESCRIPTION OF SHARE CAPITAL 22

SECURITIES AUTHORISED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 24

PRICE RANGE AND TRADING VOLUME OF SHARES 28

PRIOR SALES 28

ESCROWED SECURITIES 29

PRINCIPAL SHAREHOLDERS 29

DIRECTORS AND EXECUTIVE OFFICERS 29

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS 43

CORPORATE GOVERNANCE 43

RISK FACTORS 43

LEGAL PROCEEDINGS AND REGULATORY ACTIONS 51

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 51

AUDITOR, TRANSFER AGENT AND REGISTRAR 51

MATERIAL CONTRACTS 51

EXPERTS 52

ADDITIONAL INFORMATION 52

GLOSSARY

Symbols

-	Nil	Mt	million tonnes
g	grams	oz	ounces
g/t Au	grams per tonne of gold	t	tonne
kg	kilograms	t/m	tonnes per metre
km	kilometres	V	volts
m	metres	kV	kilovolts
mm	millimetres

kg	lb
kg	1	2.204662
t	1,000	2,204.62

Equivalent values

Definitions

'2014 AGM' ……………………………...	The Annual General Meeting of Chalice held on November 26, 2014.
'A$'………………………………………..	Australian dollar.
'AIF' ……………………………………...	this Annual Information Form dated September 28, 2015.
'AM' ……………………………………...	the morning of a day.
'Archean Star' …………………………...	Archean Star Resources Inc.
'ASTC Rules' ……………………………	the settlement operating rules of the ASX.
'ASX' …………………………………….	ASX Limited or, in certain context, the Australian Securities Exchange operated by ASX Limited.
'ASX Listing Rules' …………………….	the listing rules of the ASX.
'Board' ………………………………….	Board of directors of the Company.
'Bonus Issue' ……………………………	the issuance of Shares to Shareholders by way of capitalization of profits or reserves.
'Bonus Shares' ……………………………	Shares which would have been issued upon the Bonus Issue.
'C$'…………………………………………	Canadian dollar.
'Cameron Gold Camp Project' ................	As outlined in the Cameron Technical Report dated July 25, 2014, the Cameron Gold Camp Project included the Cameron Gold Project (including the Cameron Gold deposit) and West Cedartree Project. This areas is now referred to as the Cameron Gold Project.
'Cameron Gold Project' ...........................	An advanced exploration project located in the southern part of western Ontario, approximately 80 km south-east of the town of

Kenora and was acquired by Chalice Gold Mines on 4 February 2014. The Cameron Gold Project includes 154 unpatented claims, 24 patented claims (mineral rights only) and 7 mining licences of occupation (MLO) plus 4 mining leases. The total area of the Cameron Gold Project is approximately 316.7 km2. The Cameron Gold Project (including the Cameron Gold Deposit), West Cedartree Project, the Dogpaw Gold Deposit, and Dubenski Gold Deposit are now referred to collectively as the Cameron Gold Project.
'Cameron Gold Deposit'	The Cameron Gold Deposit is located with the Cameron Gold Project and is located within one mining lease which covers an area of approximately 979 hectares.
'Cameron Technical Report'.....................	the Technical report dated July 25, 2014 relating to the Cameron Gold Project.
'Chalice Annual Financial Report'...........	the Company's annual financial report for the year ended June 30, 2015.
'CIM Definition Standards' ......................	CIM Definition Standards on Mineral Resources and Mineral Reserves prepared by the CIM Standing Committee on Reserve Definitions 2005.
'Company' or 'Chalice'............................	Chalice Gold Mines Limited and its subsidiaries on a consolidated basis, except where otherwise noted or the context otherwise indicates.
'Constitution'..............................................	the constitution of Chalice.
'Corporations Act' .....................................	Corporations Act 2001 (Australia), as amended.
'Croteau Est'…………………………….	A project that is located near Chibougamau in Quebec, Canada and comprises 213 claims covering 8,316 hectares which are 100% owned by Northern Superior and 109 claims totalling 3,856 hectares which are under option to Northern Superior.
'Dogpaw Gold Deposit' …………………	located within the West Cedartree Project and comprises a total area of 16.5 km2.
'Doray Minerals Limited' …………………	Doray Minerals Limited (ASX: DRM).
'Dubenski Gold Deposit' ...........................	Two contiguous mining leases covering 377 ha within the West Cedartree Project.
'Eligible Persons'........................................	persons eligible to participate in the Option Plan.
'ENAMCO' ................................................	the Eritrean National Mining Corporation.
'Gnaweeda Gold Project' ..........................	a project in Australia that is not yet considered material to the Company.

'GeoCrystal' ..............................................	GeoCrystal Limited.
'LTIP' .........................................................	an employee long term incentive plan approved by Shareholders at the 2014 AGM.
'Mogoraib North'	an exploration license comprising approximately 548 km2 in Eritrea.
'MHJV' ......................................................	The Mogoraib North and Hurum joint venture which was owned 60 percent by Chalice and 40 per cent by ENAMCO (including a 10 per cent free carried interest).
'Named Executive Officer' ........................	each of the following individuals: (i) the Chief Executive Officer of the Company; (ii) the Chief Financial Officer of the Company; (iii) each of the Company's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than C$150,000 for that financial year; and (iv) each individual who would be a Named Executive Officer under (iii) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year-end.
'Net smelter return'……………………..	a sum of : gross proceeds of sale from the sale of mineral produced and/or stockpiled upon the surface; and the allowable deductions incurred in production of minerals from which the gross proceeds of sale were derived.
'NI 43-101' .................................................	National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
'NI 71-102' ..................................................	National Instrument 71-102 - Continuous Disclosure and Other Exemptions relating to Foreign Issuers.
'Northern Superior'……………………	Northern Superior Resources Inc. (TSX-V: SUP).
'Option Plan' ..............................................	an employee and consultant stock option plan approved by Shareholders on November 28, 2013.
'Performance Rights' ................................	a right to be issued a Share upon the satisfaction of certain performance conditions that are attached to the right as determined by the Board.
'Rainy River Project' ................................	located in the western-most part of northern Ontario, immediately north of Canada's border with the United States and was acquired by Chalice Gold Mines on 4 February 2014.

'SEDAR' .....................................................	the System for Electronic Documents Analysis and Retrieval maintained by the Canadian Securities Administrators.
'SFECO' .....................................................	China SFECO Group, a subsidiary of Shanghai Construction Group Co. Ltd.
'Shares' .......................................................	ordinary shares in the capital of the Company.
'Shareholder' .............................................	Shareholders of the Company or other entity.
'Stock Exchange Listing Rules'	the listing rules of any stock exchange in the world which the Company is listed on.
'TSX' ...........................................................	Toronto Stock Exchange.
'TSX-V' .......................................................	TSX Venture Exchange.
'Unmarketable parcels'………………….	Those shares with a market value of less than A$500.
'Uranium Equities' ....................................	Uranium Equities Limited.
'US$'............................................................	United States or US dollar.
'Zara Mining SC' ......................................	Zara Mining Share Company, a company incorporated in Eritrea and which was owned 60 per cent by Chalice and 40 per cent by ENAMCO
'Zara Project' ............................................	a project consists of six contiguous granted licenses granted to Zara Mining SC covering an area totalling 575 km2 situated in northern Eritrea, approximately 160 km northwest of Eritrea's capital, Asmara and was owned 60 per cent by Chalice and 40 per cent by ENAMCO.

PRESENTATION OF INFORMATION

In this AIF, the terms the 'Company' and 'Chalice' mean Chalice Gold Mines Limited and its subsidiaries on a consolidated basis, except where otherwise noted or the context otherwise indicates.

Unless otherwise noted, the financial information contained in this AIF is given at or for the year ended June 30, 2015. Where material changes have occurred subsequent to June 30, 2015 and are otherwise not disclosed in the Chalice Annual Financial Report, separate disclosure is provided in this AIF; in particular, under the heading 'Recent Developments'.

COMPETENT PERSONS AND QUALIFIED PERSONS STATEMENT

The information in this report that relates to Exploration Results in relation to the Cameron Gold Project and the Croteau Est Project is based on information compiled by Mr. Gary Snow, who is a Fellow of the Australasian Institute of Mining and Metallurgy and is a Fellow of the Australian Institute of Geoscientists. Mr. Snow is a full-time employee of the company and has sufficient experience in the field of activity being reported to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, minerals resources and Ore Reserves, and is a Qualified Person under National Instrument 43-101 - 'Standards of Disclosure for Mineral Projects'. The Qualified Person has verified the data disclosed in this AIF, including sampling, analytical and test data

underlying the information contained in this release. Mr. Snow consents to the release of information in the form and context in which it appears here.

The information relating to the Cameron Gold Project mineral resource is extracted from the ASX Announcement entitled 'Chalice Files Updated 43-101 Technical Report' released on July 29, 2014 on the ASX (or July 28, 2014 on sedar) and is available to view at www.chalicegold.com and www.sedar.com. Other than as outlined in this report, the company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of mineral resources, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not materially modified from the original market announcement.

The information relating to the Croteau Est Project is extracted from the ASX Announcement entitled 'Chalice expands North American presence with farm-in deal on advanced and highly prospective Canadian gold project' released on the ASX on April 22, 2015 and is available to view at www.chalicegold.com. Other than as outlined in this report, the company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of mineral resources that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not materially modified from the original market announcement.

FORWARD-LOOKING INFORMATION

This document may contain forward-looking information within the meaning of Canadian securities legislation and forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, forward-looking statements). These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements.

Forward-looking statements relate to future events or future performance and reflect Company management's expectations or beliefs regarding future events and may include, but are not limited to, statements with respect to the impact of additional logging and sampling at the Cameron Project on mineral resources, the results of drilling at Croteau Est on any mineral resource estimate, the impact of potential material reductions in costs on the economics of a future PEA at the Cameron Project, the results of business development activities which may result in a corporate transaction or investment, estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the likelihood of exploration success, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage.

In certain cases, forward-looking statements can be identified by the use of words such as plans, expects or does not expect, is expected, will, may would, budget, scheduled, estimates, forecasts, intends, anticipates or does not anticipate, or believes, or variations of such words and phrases or statements that certain actions, events or results may, could, would, might or will be taken, occur or be achieved or the negative of these terms or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors may include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of mineral resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; as well as those factors detailed from time to time in the Company's interim and annual financial statements and management's discussion and analysis of those statements, all of which are filed and available for review on SEDAR under the Company's profile at sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There

can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on forward-looking statements.

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

Unless otherwise indicated, references in this AIF to 'C$' are to Canadian dollars, references to 'US$' are to US dollars and references to 'A$' are to Australian dollars.

All financial information in the AIF is derived from the Company's financial statements which were prepared in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act. In accordance with Accounting Standard AASB 101 Presentation of Financial Statements, compliance with the Australian equivalents to International Financial Reporting Standards ensures that financial information complies with International Financial Reporting Standards.

EXCHANGE RATES

Canadian Dollars per Australian Dollar

The following table sets out the high and low rates of exchange in Canadian dollars for one Australian dollar during the periods noted, the average rates of exchange during such periods and the rates of exchange at the end of such periods.

C$ per A$
Calendar Year Ended	High	Low	Average Rate	End Rate
June 30, 2015	1.0204	0.9420	0.9770	0.9458
June 30, 2014	1.0315	0.9224	0.9818	1.0042
June 30, 2013	1.0685	0.9526	1.0310	0.9604

On September 25, 2015, the exchange rate provided by the Bank of Canada was C$0.9343 = A$1.00.

Canadian Dollars per US Dollar

The following table sets out the high and low rates of exchange in Canadian dollars for one US dollar during the periods noted, the average rates of exchange during such periods and the rates of exchange at the end of such periods.

C$ per US$
Calendar Year Ended	High	Low	Average Rate	End Rate
June 30, 2015	1.2783	1.064	1.1723	1.2354
June 30, 2014	1.1249	1.0223	1.0699	1.0661
June 30, 2013	1.0515	0.9675	1.0044	1.0515

On September 25, 2015, the noon rate provided by the Bank of Canada was C$1.3325 = US$1.00.

HISTORICAL GOLD PRICES

The following table shows the average gold prices during each of the calendar years noted below.

Year	Average Gold Price (US$/oz)
2015 year to September	1,179
2014	1,266
2013	1,410
2012	1,668
2011	1,573

On September 25, 2015 the AM rate for the gold price was US$1,145/oz.1

BASIS OF PRESENTATION

All references to mineral reserves or mineral resources are references to the gross mineral reserves or mineral resources per property, unless reference is made to 'attributable' mineral reserves or mineral resources which refers only to Chalice's attributable portion of the mineral reserves and/or mineral resources. All information with respect to mineral reserves or mineral resources is reported in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators ('NI 43-101') and the CIM Definition Standards.

DESIGNATED FOREIGN ISSUER STATUS

Chalice listed on the TSX on November 26, 2010. Upon that listing Chalice became a reporting issuer in the province of Ontario. However, in accordance with National Instrument 71-102 - Continuous Disclosure and Other Exemptions Relating to Foreign Issuers , Chalice will be a 'designated foreign issuer' (as is defined in NI 71-102) for the balance of the current financial year and until such time as it ceases to satisfy the requirements to be a designated foreign issuer. As such, the Company will not be subject to the same ongoing reporting requirements as most other reporting issuers in Canada. Generally, Chalice will comply with Canadian ongoing reporting requirements if it complies with the regulatory requirements of ASX, which is a 'foreign regulatory authority' (as defined in NI 71-102) and files any documents required to be filed with or furnished to ASX on the Canadian SEDAR.

CORPORATE STRUCTURE

Name, Address and Incorporation

Chalice Gold Mines Limited was incorporated on October 13, 2005 under the Corporations Act under registration number ACN 116 648 956. On March 24, 2006, the Company was listed on the ASX and on November 26, 2010 it was listed on the TSX.

The head and registered office of the Company is located at: Level 2, 1292 Hay Street, West Perth, Western Australia 6005, Australia, telephone: +(618) 9322 3960, facsimile: +(618) 9322 5800.

1 Source: London Bullion Market Association AM Gold Fix

Inter-corporate Relationships

Chalice Gold Mines Limited

Australian Entity

100%

100%

100%

Western Rift Pty Ltd

Australian Entity

100%

100%

100%

Chalice Operations Pty Ltd (formerly Sub- Sahara Resources NL Australian Entity

100%

Chalice Gold Mines (Eritrea) Ltd (formerly Dragon Mining (Eritrea) Ltd)

Australian Entity

100%

100%

Coventry Rainy Inc.	Coventry Resources	Chalice Gold Mines	Sub-Sahara Resources	Universal Gold Pty Ltd
Canadian Entity	Ontario Inc.	(Ontario) Inc.	(Eritrea) Pty Ltd	Australian Entity	Keren Mining Pty Ltd
Canadian Entity	Canadian Entity	Australian Entity	(Dormant)	Australian Entity

100%

100%

100%

Chalice Gold Mines (Quebec) Inc. Canadian Entity

Chalice Gold Mines (Exploration) Inc. Canadian Entity

Cameron Gold Operations Ltd Canadian Entity

Croteau Est Joint Venture (earning into a 65% interest)

BUSINESS OF THE COMPANY

Overview

Based in Perth, Western Australia, Chalice is an exploration company focused on the exploration of its existing mineral interests, and on the assessment of resource projects for potential acquisition.

Chalice's vision is to grow a multi-asset resources company by acquiring and developing high quality mineral resource assets. To deliver this vision, the Company is pursuing the following business strategy:

• Grow and advance Chalice's Cameron Gold Project in Ontario, Canada by seeking to add additional high grade ounces in close proximity to the Cameron deposit whilst concurrently evaluating future development options.

  
  

• Targeting more advanced mineral resource project opportunities, or where Chalice's strong cash position may provide a funding solution to the development of the asset.

  
  

• Targeting quality base and precious metal exploration ground, preferably in lower risk mining jurisdictions.

Looking forward, Chalice will continue to seek to grow and enhance the value of the Cameron Gold Project and in parallel look for opportunities to secure good land positions in highly prospective belts in targeted jurisdictions. Maintaining the Company's strong cash position and pursuing opportunities for one or more advanced stage projects to put alongside the Cameron Gold Project will continue to be a key focus of the Company.

RECENT DEVELOPMENTS

Fiscal Year Ended June 30, 2015

On April 22, 2015, Chalice signed a joint venture agreement with Northern Superior, giving Chalice the right to earn a 65% interest in the Croteau Est Property in Quebec. Under the agreement, Chalice can earn a 65% interest in the property by spending C$4 million on exploration over three years, with a minimum exploration commitment of C$500,000 in the first 12 months. Upon earning a 65% interest, the joint venture becomes a contributing joint venture which is subject to a standard dilution calculation.

During the fiscal year, under the Company's on-market share buy-back facility, the Company acquired 3,000,000 shares at an average price of A$0.10 per share for a total of approximately A$300,000, taking the number of shares acquired since inception of the facility to a total of 13,036,591 shares. The share buy-back facility ceased in March 2015.

On March 10, 2015 Chalice exercised its right to buy-back two thirds or 2% of the existing 3% Net Smelter Return Royalty relating to the Cameron Gold Deposit, for C$2 million.

In January 2015, due to sub-economic drilling results at Mogoraib North Chalice exited the MHJV in Eritrea.

On October 13, 2014 the board and senior management team was restructured, whereby William Bent stepped down as Managing Director and Tim Goyder was appointed as Managing Director and CEO (previously held the position of Executive Chairman). Anthony Kiernan replaced Mr. Goyder as Chairman of the Company and Douglas Jones stepped down from the Board as an Executive Director.

In October 2014, Chalice commenced buy-back of ordinary shares from holders of unmarketable parcels, which was completed in December 2014. 1,780,917 ordinary shares were acquired and cancelled at a price of A$0.115 per share. At time of completion, the buy-back resulted in the number of shareholders being reduced from 3,740 to 1,976.

On July 28, 2014 Chalice filed an updated 43-101 Technical Report on the Cameron Gold Project in Canada (the 'Cameron Technical Report'). The report was prepared in accordance with National Instrument 43-101 and the

revised mineral resource estimate updated and replaced the previously reported mineral resources announced by the previous project owners Coventry Resources Inc. for the Cameron, Dubenski and Dogpaw gold deposit.

Fiscal Year Ended June 30, 2014

In June 2014, Chalice entered into an agreement to acquire the Dubenski Gold Deposit in Ontario, Canada for C$700,000.

During the year the Company subscribed for 9,683,333 shares at a cost of $1,770,000 along with 7,583,333 free attaching options (4,250,000 options have an exercise price of 25 cents and expire on or before 31 March 2016 and 3,333,333 options have an exercise price of 20 cents and expire on or before 30 September 2015) in unlisted company GeoCrystal Limited ('GeoCrystal'). Chalice currently has options and first rights over future funding up to a 51% interest in GeoCrystal.

On March 3, 2014, Chalice announced an on-market share buyback to acquire up to 25,073,088 Shares through the facilities of the ASX.

In February 2014 Chalice completed the acquisition of the Cameron Gold Project, the Rainy River Project, the West Cedartree Project and the Ardeen Gold Project in Ontario, Canada by purchasing various subsidiary companies of Coventry Resources Inc. The consideration for the acquisition was 46 million ordinary Chalice shares which were distributed directly to Coventry shareholders on a pro rata basis. No business acquisition report was prepared in connection with the acquisition as Chalice is a designated foreign issuer.

Fiscal Year Ended June 30, 2013

On February 1, 2013, Mr. Bent commenced as the Company's Managing Director.

On December 14, 2012, Chalice completed the payment of a capital return (as approved by shareholders at the Company's 2012 AGM) to shareholders amounting to A$0.10 per share totalling A$25 million. The payment was made to shareholders registered at the close of business on December 10, 2012 (December 9, 2012 for TSX shareholders).

In October 2012, a formal application was lodged with the Eritrean Ministry of Energy and Mines to relinquish the Hurum Exploration Licence.

In October 2012, Chalice terminated the agreement to sell its remaining interest in the Gnaweeda Gold Project to TSX-V listed Archean Star Resources Inc because of non-performance by Archean Star. The Company's interest in the Gnaweeda project is 12.03%.

On September 4, 2012, Chalice completed the sale of the Zara Gold Project in Eritrea to SFECO and the Eritrean National Mining Corporation ('ENAMCO') for a combined consideration of US$114 million.

PROJECT OVERVIEW

CAMERON GOLD ROJECT

The below details have been extracted from the Cameron Technical Report dated July 25, 2014. For further information on the Cameron Gold Project, please refer to the Cameron Technical Report which is available on the Company's website at www.chalicegold.com or on SEDAR at www.sedar.com. The Cameron Technical Report was prepared by Mr. Peter Ball of Datageo, an independent 'qualified person' for the purposes of NI 43-101. The Cameron Technical Report is incorporated by reference into this AIF. Any statement contained in the Cameron Technical Report shall be deemed to be modified or superseded for the purposes of this AIF to the extent that a statement contained in this AIF or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this AIF, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. See 'Preliminary Economic Assessment' below.