Laboratory
TSX MKT:  $ USD  
ASX:  $ USD  

Alacer Gold’s primary listing is on the Toronto Stock Exchange where its shares trade under the code “ASR”. Alacer also has CDIs trading under the code of “AQG” on the Australian Securities Exchange.

Share Structure as of March 31, 2017

Shares Outstanding:
292,851,333
Restricted Stock Units:
2,789,028
Fully Diluted:
295,640,361

U.S. PFIC information for U.S. shareholders of Alacer Gold Corp.

This statement is provided for shareholders who are United States persons for purposes of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) and the regulations thereunder. It is not relevant to other shareholders.

Alacer Gold Corp. (“Alacer”) believes that it would not be classified as a Passive Foreign Investment Corporation (“PFIC”) as defined in Section 1297(a) of the IRC for the year ended December 31, 2016.

The PFIC rules are highly complex and Alacer has not requested that the Internal Revenue Service review its determination of PFIC status for the year ended December 31, 2016 and therefore Alacer can give no assurance that is not a PFIC.

For Alacer U.S. shareholders who owned shares as of December 31, 2016 and who (i) had previously made a timely Qualifying Electing Fund (“QEF”) election for the first year in such U.S. shareholder’s holding period in which Alacer (formerly Anatolia Minerals Development Limited) was a PFIC or (ii) made a mark to market election, the PFIC provisions (including the provisions governing QEFs and mark to market reporting) should no longer apply to their Alacer shareholdings unless and until Alacer subsequently is deemed a PFIC. All other U.S shareholders who owned shares as of December 31, 2016 would continue to be subject to the PFIC rules, however certain elections may be available that would allow such U.S. shareholders to not continue to be subject to the PFIC rules.

THE U.S. TAX LAWS REGARDING PFICS ARE EXTREMELY COMPLEX AND SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE OVERALL TAX CONSEQUENCES OF, AND THE APPLICABILITY, AVAILABILITY AND ADVISABILITY OF MAKING ANY ELECTIONS WITH RESPECT TO, THEIR INVESTMENT IN, AND OWNERSHIP OF SHARES OF, ALACER UNDER UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN LAW.

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT ANYTHING CONTAINED IN THIS NOTICE CONCERNING ANY U.S. FEDERAL TAX ISSUE IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY A U.S. HOLDER, FOR THE PURPOSE OF (i) AVOIDING FEDERAL TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER OR (II) PROMOTING, MARKETING OR RECOMMENDING TO ANY PARTY ANY MATTERS ADDRESSED HEREIN.

Further information on PFICs is available on the internet at the Internal Revenue Service website, http://www.irs.gov.

Alacer Gold Corp.

By:/s/ Rod Antal

_______________________________

Authorized Representative

April 10, 2017