Did you have Rye Patch Gold Corp. shares acquired by Alio Gold Inc.?

September 11, 2026

THIS NOTICE AFFECTS YOUR LEGAL RIGHTS

0116064 B.C. Ltd. v. Alio Gold Inc.

NOTICE OF DETERMINATION OF COMMON ISSUES

PUBLISHED BY ORDER OF THE BRITISH COLUMBIA SUPREME COURT

This notice is directed to:

All individuals or entities wherever they may reside or be domiciled, excluding the defendant, whose Rye Patch Gold Corp. shares were acquired by Alio in exchange for Alio shares and cash, on or about May 25, 2018, but excludes those individuals or entities who sold their Alio shares prior to August 10, 2018 (the “Class Members”).

The Certification Order

On January 28, 2023, the Supreme Court of British Columbia (the “Court”) issued a certification order (the “Certification Order”) certifying the action 0116064 B.C. Ltd. v. Alio Gold Inc. in Court File No. S-194929, Vancouver Registry (the “Action”) as a class proceeding and appointed 0116064 B.C. Ltd. as the representative plaintiff (the “Representative Plaintiff”) for the Class Members. The defendant in the Action is Alio Gold Inc. (“Alio Gold” or the “Defendant”).

The Representative Plaintiff alleged that Alio Gold made certain negligent and fraudulent misrepresentations in connection with Alio’s acquisition of Rye Patch Gold Corp. shares on May 25, 2018, particularly with respect to Alio’s anticipated gold production for 2018.

Alio Gold denied the allegations made by the Representative Plaintiff.

The Court certified the following common issues (the “Common Issues”):

Did Alio make representations which were untrue, inaccurate and/or misleading and omitted to state material facts and material changes, pertaining to Alio’s projected gold production for 2018, in the following documents:
- Alio’s March 19, 2018 news release;
- Alio’s April 11, 2018 news release; and
- Alio’s April 25, 2018 information circular (collectively, the “Alleged Misrepresentations”)?
Did Alio make omissions of material facts or material changes, by failing to publicly correct its prior representations pertaining to Alio’s projected gold production for 2018, in the period before May 25, 2018 (the “Alleged Omissions”)?
If the answers to (1) and (2) are yes, what were the untrue, inaccurate or misleading Alleged Misrepresentations and Alleged Omissions; who made the Alleged Misrepresentations and Alleged Omissions; and when, where and how were the Alleged Misrepresentations and Alleged Omissions made?
If the answers to (1) and (2) are yes, did Alio make the Alleged Misrepresentations and Alleged Omissions fraudulently in that they made the Alleged Misrepresentations and Alleged Omissions knowing them to be false or made them without belief in their truth or made them recklessly, not caring whether they were true or false?
Did Alio make the Alleged Misrepresentations and Alleged Omissions intending to induce the Class Members to rely upon them to:
- vote in favour of the Plan of Arrangement; or
- not vote to oppose the Plan of Arrangement; and
- ultimately tender their Rye Patch shares for Alio shares (collectively, “Participate”) in the Plan of Arrangement?
Did the management of Rye Patch recommend to its shareholders to approve the Plan of Arrangement and accept the shares at the ratio negotiated based on the Alleged Misrepresentations or Alleged Omissions?
If the answer (6) is yes, then can the shareholders who Participated in the Plan of Arrangement, be said to have been induced to do so by the Alleged Misrepresentations or Alleged Omissions?
But for the Alleged Misrepresentations and/or Alleged Omissions, would the transaction pursuant to the Arrangement Agreement have nonetheless occurred at the same share exchange ratio as the one that was negotiated under the Plan of Arrangement?
Have the Class Members suffered a loss, damage and expense, including, inter alia, that the Alio shares used to purchase the Class Members were overvalued as a result of the Alleged Misrepresentations and Alleged Omissions?
If the answers to (1) and (2) are yes, should Alio ought reasonably to have foreseen that the Class Members would rely on the Alleged Misrepresentations and/or Alleged Omissions?
Was there a special relationship between Alio and the Class Members such that Alio owed a duty of care to the Class Members to ensure that Alio’s news releases and information circulars did not contain any misrepresentations and otherwise make full, true and plain disclosure of all materials facts or material changes?
What was Alio’s requisite standard of care applicable to the Class Members?
If the answers to (1), (2), and (11) are yes, did Alio breach the applicable standard of care in making the Alleged Misrepresentations and/or Alleged Omissions?
Did the management of Rye Patch reasonably rely on the Alleged Misrepresentations or Alleged Omissions in agreeing to the exchange of shares ratio in the Arrangement Agreement?
Did the management of Rye Patch recommend to its shareholders to approve the Plan of Arrangement and accept the shares at the ratio negotiated based on the Alleged Misrepresentations or Alleged Omissions?
If the answers to paragraphs (14) and (15) are yes, then can the shareholders who voted in favour of the Plan of Arrangement and/or those who abstained from voting in favour of the Plan of Arrangement but nevertheless still tendered their shares be said to have reasonably relied on the Alleged Misrepresentations and/or Alleged Omissions?
What was the impact on Alio’s share prices, on a total and per share basis, of the Alleged Misrepresentations and Alleged Omissions?
If Alio is liable to the Class Members for fraudulent or negligent misrepresentation what is the procedure for assessing damages?
Can the court assess damages in the aggregate, in whole or in part, for the Class Members pursuant to part 4, division 2 of the Class Proceedings Act? If so, what is the amount of the aggregate damage assessment and who should pay it to the Class Members?
Should Alio pay the costs of administering and distributing any monetary judgment and/or the cost of determining eligibility and/or the individual issues? If so, who should pay what costs, why, in what amount and to what extent?
Should Alio pay prejudgment and post-judgment interest, at what annual interest rate, and should the interest be compounded interest?

Determination of the Common Issues:

The trial of the common issues took place from June 9 to 13 and October 27 to 29, 2025. On August 14, 2026, the Court issued its decision answering the Common Issues as follows:

Common Issue 1: Alio did not make representations that were untrue, inaccurate and/or misleading, and Alio did not omit to state material facts and material changes, pertaining to Alio’s projected gold production for 2018, in Alio’s March 19, 2018, news release, April 11, 2018, news release, and April 18, 2018, information circular.
Common Issue 2: Alio did not make an omission of material facts or material changes, by failing to publicly correct its prior representations pertaining to Alio’s projected gold production for 2018, in the period before May 25, 2018.
Common Issue 3: Common Issue 3 is moot as the answer to Common Issues (1) and (2) is no.
Common Issue 4: Common Issue 4 is moot as the answer to Common Issues (1) and (2) is no. However, in the alternative, I would find that Alio did not make the Alleged Misrepresentations and Alleged Omissions fraudulently.
Common Issue 5: Common Issue 5 is moot. However, in the alternative, I would find that Alio did not make the Alleged Misrepresentations and Alleged Omissions intending to induce Class Members to rely upon them to vote in favour of the Plan of Arrangement, or to not vote to oppose the Plan of Arrangement, and to ultimately tender their Rye Patch shares for Alio shares in the Plan of Arrangement.
Common Issue 6: Common Issue 6 is moot. However, in the alternative, I would find that Rye Patch management did not recommend to its shareholders to approve the Plan of Arrangement and accept the shares at the ratio negotiated based on the Alleged Misrepresentations or Alleged Omissions.
Common Issue 7: Common Issue 7 is moot as the answer to Common Issues (1), (2), and (6) is no. However, in the alternative, I would find that the shareholders who participated in the Plan of Arrangement cannot be said to have been induced to do so by the Alleged Misrepresentations or Alleged Omissions.
Common Issue 8: Common Issue 8 is moot. However, in the alternative, I would find that but for the Alleged Misrepresentations and/or Alleged Omissions, the transaction pursuant to the Arrangement Agreement would have nonetheless occurred at the same share exchange ratio as the one that was negotiated under the Plan of Arrangement.
Common Issue 9: Common Issue 9 is moot. However, in the alternative, I would find that the Plaintiff has failed to establish that the Class Members suffered a loss, damage and expense, including, inter alia, that the Alio shares used to purchase the Class Members were overvalued as a result of the Alleged Misrepresentations and Alleged Omissions.
Common Issue 10: Common Issue 10 is moot as the answer to Common Issues (1) and (2) is no.
Common Issue 11: Common Issue 11 is moot.
Common Issue 12: Common Issue 12 is moot.
Common Issue 13: Common Issue 13 is moot as the answer to Common Issues (1) and (2) is no. However, in the alternative, I would find that the Plaintiff has failed to establish that Alio breached any applicable standard of care in making the Alleged Misrepresentations and/or Alleged Omissions.
Common Issue 14: Common Issue 14 is moot. However, in the alternative, I would find that the management of Rye Patch did not reasonably rely on the Alleged Misrepresentations or Alleged Omissions in agreeing to the exchange of shares ratio in the Arrangement Agreement.
Common Issue 15: Common Issue 15 is moot. However, in the alternative, I would find that Rye Patch management did not recommend to its shareholders to approve the Plan of Arrangement and accept the shares at the ratio negotiated based on the Alleged Misrepresentations or Alleged Omissions.
Common Issue 16: Common Issue 16 is moot as the answer to Common Issues (1), (2), (14) and (15) is no. However, in the alternative, I would find that it cannot be said that the shareholders who voted in favour of the Plan of Arrangement and/or those who abstained from voting in favour of the Plan of Arrangement but nevertheless still tendered their shares, reasonably relied on the Alleged Misrepresentations and/or Alleged Omissions.
Common Issues 17 to 21: Common Issues 17–21 are moot as the answer to Common Issues (1) and (2) is no.