Exhibit 4.6









  EXHIBIT 4.6

  Prospectus Financing










No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an exemption from such registration requirements is available. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of, any U.S. persons. See "Plan of Distribution”.
Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the head of investor relations of Richmont Mines Inc. at 1501 McGill College Avenue, Suite 2920, Montreal, Québec H3A 3M8, telephone:514 397-1410, and are also available electronically at www.sedar.com.
SHORT FORM PROSPECTUS
		
	 New Issue	 April [16], 2014

RICHMONT MINES INC.



$10,150,000
7,000,000 Common Shares
This short form prospectus qualifies the distribution (the "Offering") of 7,000,000 common shares (the "Offered Shares") of Richmont Mines Inc. ("Richmont" or the "Corporation") at a price of $1.45 per Offered Share (the "Offering Price"). The Offered Shares will be issued and sold pursuant to an underwriting agreement (the "Underwriting Agreement") dated as of April 9, 2014 between the Corporation and Macquarie Capital Markets Canada Ltd (the "Lead Underwriter"), BMO Nesbitt Burns Inc., CIBC World Markets Inc. and Desjardins Securities Inc. (together with the Lead Underwriter, the "Underwriters"). The Offering Price was determined by negotiation between the Corporation and the Underwriters. See "Plan of Distribution".
The outstanding common shares (the "Common Shares") of Richmont are currently listed and posted for trading on the Toronto Stock Exchange (the "TSX") and the NYSE MKT under the symbol "RIC". On April 15, 2014, the last trading day prior to the date of this short form prospectus, the closing price of the Common Shares on the TSX and the NYSE MKT was $1.58 and US$1.46, respectively. [The TSX and NYSE MKT have conditionally approved the listing of the Offered Shares distributed under this short form prospectus. Listing will be subject to Richmont fulfilling all of the listing requirements of the TSX and NYSE MKT].
.
___________________________

Price: $1.45 per Offered Share
___________________________
						
	 	 		 		Net Proceeds
	 	 		Underwriters'		to the
	 	Price to Public		Fee(1)		Corporation (2)
	Per Offered Share	$1.45		$0.08		$1.37
	Total(3)	$10,150,000		$558,250		$9,591,750


________________________
	(1)      	   In consideration for the services rendered by the Underwriters in connection with the Offering, the Underwriters will be paid a cash fee (the "Underwriters' Fee") of $558,250 representing 5.5% of the gross proceeds of this Offering.

	(2)      	   After deducting the Underwriters' Fee but before deducting expenses of the Offering, estimated to be $325,000, which will be paid from the proceeds of the Offering

	(3)      	   The Corporation has granted the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from the closing of the Offering, to purchase up to an additional 1,050,000 Offered Shares (equal to 15% of the Offered Shares sold under the Offering) at a price of $1.45 per Common Share (the "Additional Shares"), solely to cover over-allotments, if any, and for market stabilization purposes. In respect of the Over-Allotment Option, the Corporation will pay to the Underwriters a fee equal









to 5.5% of the gross proceeds realized on the exercise of the Over-Allotment Option, being $0.08 per Additional Share sold. If the Over-Allotment Option is exercised in full, the total number of Common Shares sold pursuant to the Offering will be 8,050,000, the total price to the public will be $11,672,500, the total Underwriting Fee will be $641,987.50, and the net proceeds to the Corporation, before deducting the estimated expenses of the Offering, will be $11,030,512.50. This short form prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Additional Shares to be issued and sold upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters' over-allocation position acquires those securities under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See "Plan of Distribution".
The following table sets out the number of Additional Shares that have been issued or may be issued by the Corporation in connection with the Offering:
							
	 		Maximum Size or		 		Exercise Price or
	 		Number of Securities		Exercise Period or		Average Acquisition
	Underwriter's Position		Available		Acquisition Date		Price
	Over-Allotment Option		1,050,000 Additional		Exercisable for a		$1.45 per Additional
	 		Shares		period of 30 days from		Share
	 		 		the closing of the		 
	 		 		Offering		 


 
Unless the context otherwise requires, when used herein, all references to "Offered Shares" include any such securities issued upon exercise of the Over-Allotment Option.
The Underwriters, as principals, conditionally offer the Offered Shares in British Columbia, Alberta, Ontario and Québec, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution", and subject to the approval of certain legal matters on behalf of the Corporation by Lavery, de Billy L.L.P. and on behalf of the Underwriters by Stikeman Elliott LLP.
Subject to applicable law, the Underwriters may, in connection with this Offering, effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market in accordance with applicable stabilization rules. Such transactions, if commenced, may be discontinued at any time. The Underwriters propose to offer the Offered Shares initially at the Offering Price. Without affecting the firm obligation of the Underwriters to purchase the Offered Shares from the Corporation in accordance with the Underwriting Agreement, after the Underwriters have made reasonable efforts to sell all of the Offered Shares offered by this short form prospectus at the price specified herein, the Offering Price may be decreased, and further changed from time to time, to an amount not greater than the Offering Price. Such decrease in the Offering Price will not affect the price of $1.45 per Offered Share to be paid to the Corporation by the Underwriters. The Underwriters shall inform the Corporation if the Offering Price is decreased. See "Plan of Distribution".
Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing is expected to take place on or about April 23, 2014, or any other date as may be agreed upon by the Corporation and the Underwriters, but in any event not later than May 28, 2014. The Offering will be conducted under the book-based system. Upon a purchase of any Offered Share, the owner will receive only the customary confirmation from the Underwriter or the registered dealer from or through whom a beneficial interest in the Common Shares is purchased and who is a participant in the depository service of CDS Clearing and Depository Services Inc. ("CDS"). CDS will record the CDS Participants who hold the Offered Shares on behalf of owners who have purchased or transferred the Offered Shares in accordance with the book-based system. Notwithstanding the foregoing, Offered Shares issued in the United States or to or for the account or benefit of, any U.S. persons will be in the form of a definitive certificate delivered to the holders thereof. See "Plan of Distribution".
An investment in the Offered Shares is highly speculative and involves a high degree of risk. Investors should carefully consider the risk factors described in this short form prospectus. See "Risk Factors” and "Disclosure Regarding Forward Looking Information".
In the opinion of counsel, the Offered Shares would be qualified investments for certain plans. See "Eligibility for Investment".







Unless otherwise indicated, all dollar amounts in this short form prospectus are expressed in Canadian dollars. "US$" is used to indicate United States dollar values.
Richmont's head and registered office is located at 161 Avenue Principale, Rouyn-Noranda, Québec J9X 4P6.







		
	TABLE OF CONTENTS
	 
	DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	3
	EXCHANGE RATE INFORMATION	5
	NON IFRS FINANCIAL MEASURES	5
	MARKETING MATERIALS	6
	ELIGIBILITY FOR INVESTMENT	6
	DOCUMENTS INCORPORATED BY REFERENCE	6
	THE CORPORATION	8
	GENERAL	8
	OVERVIEW OF THE CORPORATION'S BUSINESS	8
	CONSOLIDATED CAPITALIZATION OF THE CORPORATION	8
	USE OF PROCEEDS	9
	PLAN OF DISTRIBUTION	9
	QUÉBEC STOCK SAVINGS PLAN, VERSION II	12
	DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED	13
	COMMON SHARES	13
	PRIOR SALES	13
	TRADING PRICE AND VOLUME	13
	RISK FACTORS	14
	INTEREST OF EXPERTS	14
	LEGAL MATTERS	16
	AUDITORS, TRANSFER AGENT AND REGISTRAR	16
	PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	16
	CERTIFICATE OF THE CORPORATION	1
	CERTIFICATE OF THE UNDERWRITERS	2


 
Unless specifically referred to herein information contained on the Corporation's website (www.richmont-mines.com) shall not be deemed to be part of this short form prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purposes of determining whether to invest in the Offered Shares.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This short form prospectus or documents incorporated by reference herein contain forward-looking statements. These statements relate to future events or the Corporation's future performance. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "targeting", "intend", "could", "might", "continue", or the negative of these terms or other comparable terminology. These statements are only predictions. These factors are not intended to represent a complete list of the general or specific factors that could affect us. Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the
3







possibility that the predictions, forecasts, projections and other forward-looking statements will not occur and may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Forward-looking statements in this short form prospectus speak only as of the date of this short form prospectus or as of the date specified in the documents incorporated by reference herein and include, but are not limited to, statements with respect to:
	the future price of gold;

	the estimation of mineral reserves and resources;

	the achievement of mineral estimates;

	the timing and amount of estimated future production;

	costs of production;

	unanticipated variations in ore grade, tonnes mined and crushed or milled;

	capital expenditures;

	costs and timing of the development of new deposits and gold production;

	exploration activities;

	permitting time lines;

	currency fluctuations;

	changes in interest rates;

	requirements for additional capital;

	changes in project parameters or mine plans;

	use of proceeds;

	government regulation of mining operations;

	environmental risks;

	unanticipated reclamation expenses;

	availability of qualified workforce;

	accidents, labour disputes and other operational hazards;

	title disputes or claims; and

	limitations on insurance coverage and timing and possible outcome of pending litigation.


Actual results may therefore vary materially from the expectations expressed by the Corporation and depend on a number of factors. The factors include, but are not limited to:
	integration of acquisitions the Corporation may enter into in the future;

	risks related to joint venture operations the Corporation may enter into in the future;

	actual results of current exploration activities;

	actual results of current reclamation activities;

	conclusions of economic evaluations;

	changes in project parameters or mine plans as plans continue to be refined;

	possible variations in ore grade or recovery rates;

	failure of plant, equipment or process to operate as anticipated;

	accidents, labor disputes and other risks of the mining industry;


4







	delays in obtaining governmental approvals or financing or in the completion of development or construction activities;

	risks related to governmental regulations, including environmental regulations;

	fluctuations in commodity prices;

	currency and interest rate fluctuations;

	relationships with first nations;

	litigation risks and the inherent uncertainty of litigation costs; and

	risks pertaining to any fixed-price gold forward sales hedge program the Corporation may undertake in the future.


The information contained in this short form prospectus, including the information set forth under the heading "Risk Factors", identifies additional factors that could affect the operations, results and performance of Richmont. The Corporation urges you to carefully consider these factors.
Readers are cautioned that the foregoing list of factors is not exhaustive and it is recommended that readers consult the more complete discussion of risks and uncertainties facing the Corporation included in this short form prospectus. See "Risk Factors". Except as may be required by law, the Corporation undertakes no obligation and disclaims any responsibility to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise. All of the forward-looking statements contained in this short form prospectus and the documents incorporated by reference herein are expressly qualified by this cautionary statement.
EXCHANGE RATE INFORMATION
The following table reflects the high, low and average rates of exchange in Canadian dollars for one United States dollar for the twelve month periods noted, based on the Bank of Canada noon spot rate of exchange:
					
	   	3 Months Ended	12 Months Ended
	  	March 31, 2014	March 31, 2013	December 31,
2013	December 31,
2012

	High	$1.1251	$1.0314	$1.0697	$1.0418
	Low	$1.0614	$0.9839	$0.9839	$0.9710
	Average	$1.1033	$1.0085	$1.0299	$0.9996


 
On April 15, 2014, the closing exchange rate for Canadian dollars in terms of United States dollars, as quoted by the Bank of Canada, was US$1.00 = $1.0922 or $1.00 = US$0.9156. The Canadian dollar/United States dollar exchange rate has varied significantly over the last several years and investors are cautioned that the exchange rates presented here are historical and not indicative of future exchange rates.
NON IFRS FINANCIAL MEASURES
In this short form prospectus, including the documents incorporated by reference herein, we use the terms “cash cost per ounce”, “average cash cost per ounce”, “adjusted net earnings/(loss)” and “adjusted net earnings/(loss) per share” which are considered “Non-IFRS financial measures” within the meaning of applicable Canadian securities laws and should not be considered in isolation or as a substitute for measures of performance prepared in accordance IFRS. See “Non-IFRS Financial Measures” in the annual MD&A for an explanation of these measures.
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MARKETING MATERIALS
The Template Version of the Indicative Term Sheet (as defined below) does not form part of this short form prospectus to the extent that the contents of the Template Version of the Indicative Term Sheet have been modified or superseded by a statement contained in this short form prospectus.
Any "template version" of "marketing materials" (as such terms are defined in National Instrument 41-101 - General Prospectus Requirements) filed on SEDAR after the date of this short form prospectus and before the termination of the distribution under the Offering is deemed to be incorporated into this short form prospectus.
ELIGIBILITY FOR INVESTMENT
In the opinion Lavery, de Billy L.L.P. and Stikeman Elliott LLP, the Offered Shares will be qualified investments under the Income Tax Act (Canada) (the "Tax Act") at the time of their acquisition by a trust governed by a registered retirement savings plan ("RRSP"), registered retirement income fund ("RRIF"), deferred profit sharing plan, registered disability savings plan, registered education savings plan or tax-free savings account ("TFSA"), provided that at such time, such Offered Shares are listed on a designated stock exchange within the meaning of the Tax Act (which currently includes the TSX).
Notwithstanding that the Offered Shares may be qualified investments for a trust governed by a TFSA, RRSP or RRIF, in certain circumstances, Offered Shares may be a "prohibited investment" for a trust governed by a TFSA, RRSP or RRIF. Offered Shares will be a prohibited investment where the holder of a TFSA or the annuitant of a RRSP or RRIF does not deal at arm's length with the Corporation for purposes of the Tax Act or has a "significant interest" (as defined in the Tax Act) in the Corporation, unless the Offered Shares are “excluded property” (within the meaning of paragraph 207.01(1) of the Tax Act) for the particular RRSP, RRIF or TFSA. In such a case, the holder of such TFSA or the annuitant of a RRSP or RRIF may be subject to a penalty tax under the Tax Act. Prospective holders who intend to hold Common Shares in a TFSA, RRSP or RRIF should consult their own tax advisors with respect to whether Offered Shares would be a prohibited investment or excluded property in their particular circumstances.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the head of investor relations of Richmont Mines Inc. at 1501 McGill College Avenue, Suite 2920, Montreal, Québec H3A 3M8, telephone: 514 397-1410, and are also available electronically at www.sedar.com.
The following documents of the Corporation, filed with certain securities commissions or similar authorities in the provinces of Canada in which the Corporation is a reporting issuer, are specifically incorporated by reference into and form an integral part of this short form prospectus:
	 	(a)      	   the Corporation's Annual Information Form dated March 27, 2014 (the "AIF") for the year ended December 31, 2013;

	 	(b)      	   the Corporation's Management Information Circular dated March 31, 2014 relating to the annual general meeting of shareholders to be held on May 8, 2014;

	 	(c)      	   the Audited Consolidated Financial Statements of the Corporation as at December 31, 2013 and December 31, 2012 and for each of the years in the three-year period ended December 31, 2013, together with the notes thereto and the auditors' report thereon (the "Annual Financial Statements");

	 	(d)      	   management's discussion and analysis of financial condition and results of operations of the Corporation as at and for the year ended December 31, 2013;


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	 	(e)      	   the Material Change Report of the Corporation dated April 8, 2014 with respect to the Offering; and

	 	(f)      	   the template version of the indicative term sheet dated April 3, 2014 filed on SEDAR on April 15, 2014 in connection with the Offering (the "Template Version of the Indicative Term Sheet").


Any documents of the type required by National Instrument 44-101 - Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus including any material change reports (excluding confidential reports), comparative interim financial statements, comparative annual financial statements and the auditors' report thereon, information circulars, annual information forms and business acquisition reports filed by the Corporation with the securities commissions or similar authorities in Canada in which the Corporation is a reporting issuer subsequent to the date of this short form prospectus and prior to the termination of this Offering, shall be deemed to be incorporated by reference in this short form prospectus.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this short form prospectus shall be deemed to be modified or superseded, for the purposes of this short form prospectus, to the extent that a statement contained in this short form prospectus or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this short form prospectus modifies or supersedes such statement. 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. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this short form prospectus.
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THE CORPORATION
General
Richmont was incorporated on February 12, 1981 under Part IA of the Companies Act (Québec) under the name "Ressources Minières Rouyn Inc.". The Corporation subsequently changed its name to "Mines Richmont inc." and adopted the English language name "Richmont Mines Inc." by certificates of amendment dated February 10, 1987 and June 20, 1991, respectively. The Corporation is now governed by the Business Corporations Act (Québec) ("QBCA"). The head office and principal place of business of Richmont is located at 161 Avenue Principale, Rouyn-Noranda, Québec J9X 4P6.
Richmont holds all voting shares of Louvem Mines Inc. ("Louvem"), a corporation incorporated under Part IA of the Companies Act (Québec) and now governed by the QBCA. Furthermore, Richmont holds all voting shares of Camflo Mill Inc., a corporation incorporated under the Canada Business Corporations Act and all of the shares of Patricia Mining Corporation, a corporation continued under the Ontario Business Corporation Act.
Overview of the Corporation's Business
Richmont is principally engaged in activities related to the acquisition, exploration, development and operation of mineral properties. The Corporation began its exploration activities in northwestern Québec in the spring of 1984. During the following years, it acquired a portfolio of properties with gold-bearing potential with a view to development and commercial operation.
Richmont Mines currently produces gold from the Island Gold Mine in Ontario, and the Beaufor Mine, Monique Mine and the W Zone Mine in Quebec. The Corporation is also advancing the Island Gold Deep project beneath the Island Gold Mine in Ontario.
The Corporation's strategy is to capitalize on its existing properties through exploration and development, to acquire advanced stage projects in North America where its expertise in narrow vein operations can be applied, and to improve production efficiencies. The Corporation's corporate goal is to become an intermediate North American developer and producer of gold, while establishing at least one million ounces of gold reserves.
For a more detailed description of Richmont's business, see "Narrative Description of the Business" in the AIF incorporated herein by reference.
CONSOLIDATED CAPITALIZATION OF THE CORPORATION
Other than as disclosed herein, there have been no material changes in the share capitalization or in the indebtedness of the Corporation since December 31, 2013, the date of the Corporation's most recently filed annual financial statements.
The following table sets forth the consolidated capitalization of the Corporation as at December 31, 2013, both before and after giving effect to the Offering:
8







			
	 	December 31, 2013 (1)	December 31, 2013, after
	 	 	giving effect to the Offering (2)(3)
	 	 	(unaudited)
	 	 	 
	Long Term Debt	$5,196,000	$5,196,000
	Deficit	($57,102,000)	($57,102,000)
	Capital Stock	$132,202,000	$141,469,000
	 	(39,596,103 Common Shares)	(46,596,103 Common Shares)
	Contributed Surplus	$11,253,000	$11,253,000
	Accumulated other	Nil	Nil
	Comprehensive Income	 	 
	Total Shareholders’ Equity	$86,353,000	$95,620,000


		
	Notes:	
	(1)	These figures have been derived from the Annual Financial Statements.
	(2)	After deduction of the Underwriters' Fee and expenses of the Offering, estimated to total $883,250.
	(3)	Prior to the exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in full, the Common Share capital would be $142,907,500 and the number of outstanding Common Shares would be 47,646,103.


 USE OF PROCEEDS
The expected net proceeds to the Corporation of approximately $9,266,750 ($10,705,512, assuming full exercise of the Over-Allotment Option) that the Corporation will receive from the Offering, after deducting the Underwriters' Fee and estimated offering expenses payable by the Corporation, will be used by the Corporation for working capital and general corporate purposes.
The Corporation intends to use the net proceeds of this Offering for general working capital to preserve a strong balance sheet and its cash reserve.
There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. Pending the use of the proceeds of this offering, we intend to invest the net proceeds of this offering in U.S. or Canadian treasury bills or short-term, investment grade, interest-bearing securities.
PLAN OF DISTRIBUTION
Pursuant to the Underwriting Agreement, the Corporation has agreed to issue and sell the Offered Shares and the Underwriters have agreed to purchase, as principals, on the closing of the Offering, being April 23, 2014, or any other date as may be agreed upon by the Corporation and the Underwriters, but not later than May 28, 2014, all but not less than all such Offered Shares from the Corporation at a price of $1.45 per Offered Share, payable in cash against delivery of the certificates representing the Offered Shares, subject to compliance with the conditions contained in the Underwriting Agreement. The obligations of the Underwriters under the Underwriting Agreement are several and may be terminated at their discretion upon the occurrence of certain stated events. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement. The percentages of the Offered Shares to be purchased by each Underwriter are as follows:



				
		Macquarie Capital Markets Canada Ltd.	70%	
		BMO Nesbitt Burns Inc.	10%	
		CIBC World Markets Inc.	10%	
		Desjardins Securities Inc.	10%	
		 	100%	


 
9







The Underwriting Agreement provides that the Corporation will pay to the Underwriters, in consideration for their services in connection with the Offering, a fee equal to 5.5% of the gross proceeds of the Offering, including in respect of any Additional Shares sold pursuant to any exercise of the Over-Allotment Option. The Offering Price of the Offered Shares was determined by negotiation between the Corporation and the Underwriters. The Corporation, whether or not the Offering is completed, will be responsible for all expenses of the Offering including all out-of-pocket expenses of the Underwriters and the fees and expenses of the Underwriters’ legal counsel relating to the Offering (to a maximum of $50,000), including applicable taxes.
The Corporation has granted the Underwriters the Over-Allotment Option, exercisable in whole or in part, in the sole discretion of the Underwriters, for a period of 30 days from the closing of the Offering, to purchase up to an additional 15% of the Offered Shares sold pursuant to the Offering, being 1,050,000 Additional Shares, at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. The grant of the Over-Allotment Option and the Additional Shares issued upon the exercise of the Over-Allotment Option are qualified for distribution under this short form prospectus. A person who acquires Additional Shares issuable on the exercise of the Over-Allotment Option acquires such Additional Shares under this short form prospectus regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.
If an Underwriter defaults, the Underwriting Agreement provides that the purchase commitments of the non-defaulting Underwriters may be increased or the Underwriting Agreement may be terminated. The Corporation has agreed to indemnify the Underwriters against certain liabilities, including liabilities under applicable securities legislation, or to contribute to payments the Underwriters may be required to make in respect of those liabilities.
The Underwriters propose to offer the Offered Shares initially at the Offering Price. Without affecting the firm obligation of the Underwriters to purchase the Offered Shares from the Corporation in accordance with the Underwriting Agreement, after the Underwriters have made reasonable efforts to sell all the Offered Shares under this short form prospectus at the price specified herein, the Offering Price may be decreased, and further changed from time to time, to an amount not greater than the Offering Price. Such decrease in the Offering Price will not affect the price of $1.45 per Offered Share to be paid to the Corporation by the Underwriters. The Underwriters shall inform the Corporation if the Offering Price is decreased.
Subscriptions will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. It is expected that the Offering Closing will occur on April 23, 2014, or such later date as the Corporation and the Underwriters may agree, but in any event not later than May 28, 2014. The Offering will be conducted under the book-based system. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer from or through which the Offered Shares are purchased and who is a CDS depository service participant. No certificates will be issued to purchasers except in certain limited circumstances, and registration will be made in the depository service of CDS.
The Corporation has agreed that it will not for a period of 90 days following the closing of Offering issue or sell any Common Shares of the Corporation or financial instruments convertible or exercisable into Common Shares of the Corporation or announce any intention to do so, other than for purposes of directors’, officers’ or employee stock options or to satisfy rights, warrants, options, agreements, instruments or other arrangements issued or existing as of April 3, 2014, without the prior written consent of the Underwriters, such consent not to be unreasonably withheld or delayed.
The Corporation has agreed that it shall cause each of the directors and officers of the Corporation not to, directly or indirectly, offer, sell, contract to sell, lend, swap or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or publicly announce any intention to do so whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Corporation held by them, directly or indirectly, for a period of 90 days following the closing of the Offering; unless (a) they first obtain the prior written consent of the Underwriters, such consent not to be unreasonably withheld; or
10







(b) such sale, disposition or transfer is in respect of Common Shares of the Corporation obtained or issuable on the exercise of any options granted pursuant to stock option plans or stock purchase plans or any other stock based compensation plan currently in place for the Corporation.
The Offered Shares have not been and will not be registered under the 1933 Act, or any securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. persons except in transactions registered under the 1933 Act or exempt from the registration requirements of the 1933 Act and in accordance with all applicable laws of any state of the United States. The Underwriters have agreed pursuant to the terms of the Underwriting Agreement that they will not offer or sell the Offered Shares within the United States or to, or for the account or benefit of, any U.S. persons except to a limited number of accredited investors (as that term is defined in the Underwriting Agreement) that execute and deliver to the Underwriters and the Corporation the U.S. Purchaser's Letter in the form provided to them by the Underwriters in transactions that are exempt from the registration requirements under the 1933 Act, and, in each case, in compliance with applicable securities laws of any state of the United States. In addition, until 40 days after the commencement of the Offering of the Offered Shares pursuant to this short form prospectus, an offer or sale of Offered Shares within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the 1933 Act. All sales of Offered Shares in the United States or to, or for the account or benefit of, any U.S. persons will be made by U.S. registered broker/dealers.
The Underwriters have agreed that, except as provided in the Underwriting agreement in certain transactions exempt from the registration requirements of the 1933 Act and applicable laws of any state of the United States, they will not offer or sell the Offered Shares within the United States or to, or for the account or benefit of, any U.S. persons: (i) as part of their distribution; or (ii) otherwise until 40 days after the later of the commencement of this Offering and the date of closing of this Offering (the "Distribution Compliance Period") except in either case offers and sales of the Offered Shares made in compliance with Rule 903 or 904 of Regulation S under the 1933 Act, or in compliance with an exemption from the registration requirements of the 1933 Act and applicable laws of any state of the United States. In addition, an Underwriter or U.S. broker/dealer selling Offered Shares outside the United States to a distributor, dealer, or person receiving a selling concession, fee or other remuneration in respect of the securities sold, during the Distribution Compliance Period, must send to such persons a confirmation or other notice indicating that the Offered Shares have not been registered under the 1933 Act and may not be sold within the United States or to, or for the account or benefit of, any U.S. persons until the expiration of the Distribution Compliance Period.
Certificates representing the Offered Shares which are sold in the United States or to, or for the account or benefit of, any U.S. person will bear a legend to the effect that the Offered Shares represented thereby are not registered under the 1933 Act and may only be offered, sold, pledged or otherwise transferred, directly or indirectly, pursuant to certain exemptions from the registration requirements of the 1933 Act and in compliance with applicable securities laws of any state of the United States. Terms used in this paragraph and the two preceding paragraphs have the meanings given to them by Regulation S under the 1933 Act.
The Offered Shares may also be sold in certain foreign jurisdictions as agreed to between the Corporation and the Lead Underwriter provided that no prospectus filing or comparable obligation arises in such jurisdictions.
Subject to applicable law, the Underwriters may, in connection with this Offering, effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market in accordance with applicable stabilization rules. Pursuant to the rules and/or policy statements of certain Canadian securities regulators, the Underwriters may not, throughout the period of distribution under this short form prospectus, bid for or purchase Common Shares for their own account or for accounts over which they exercise control or direction. The foregoing restrictions are subject to certain exceptions including a bid for or purchase of Common Shares: (i) if the bid or purchase is made through the facilities of the TSX, in accordance with the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; (ii) made for or on behalf of a client, other than certain prescribed clients, provided that the client’s order
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was not solicited by the Underwriter, or if the client's order was solicited, the solicitation occurred before the commencement of a prescribed restricted period; and (iii) to cover a short position entered into prior to the commencement of a prescribed restricted period. The Underwriters may engage in market stabilization or market balancing activities on the TSX where the bid for or purchase of the Common Shares is for the purpose of maintaining a fair and orderly market in the Common Shares, subject to price limitations applicable to such bids or purchases. Such transactions, if commenced, may be discontinued at any time.
[The TSX and NYSE MKT have conditionally approved the listing of the Offered Shares distributed under this short form prospectus. Listing will be subject to Richmont fulfilling all of the listing requirements of the TSX and NYSE MKT.]
QUÉBEC STOCK SAVINGS PLAN, VERSION II
This text is a summary only and is not intended to be, nor should it be construed as, legal or tax advice to any prospective investor of Offered Shares. This summary is based on the Québec Taxation Act (as defined below), all specific proposals to amend the Québec Taxation Act that have been publicly announced by the Agence du revenu du Québec (the "Agency") prior to the date hereof and the Corporation's understanding of administrative practices and policies of the Agency ("Québec Proposals"). No assurance can be given that the Québec Proposals will be enacted as currently proposed or at all. This summary does not otherwise take into account any changes in the law, whether by legislative, governmental or judicial action.
Prospective purchasers should consult their own tax advisors with respect to any matter pertaining to the QSSP II (as defined below), including the maximum deduction permitted.
The Corporation has obtained an advance income tax ruling from the Agency confirming that the Corporation qualifies as a qualified issuing corporation and that the Offered Shares qualify as qualifying shares, upon issuance, for inclusion in a Québec Stock Savings Plan II (formerly known as SME Growth Stock Plan) ("QSSP II") in accordance with the Taxation Act (Québec) (RSQ, c I-3), the regulations adopted thereunder that are in effect as of the date hereof and all Québec Proposals (collectively, the "Québec Taxation Act"), subject to certain conditions set out therein.
The inclusion in a QSSP II of the Offered Shares qualified under this short form prospectus, will entitle an individual (other than a trust) who is resident in Québec on December 31, 2014 to deduct, in the computation of his or her taxable income for Québec tax purposes for his or her 2014 taxation year, 100% of the acquisition cost (established without taking into account the borrowing costs, brokerage costs, custody charges or other similar costs) of the Offered Shares that are acquired pursuant to the Offering and included in a QSSP II no later than January 31, 2015, subject to certain conditions contained in the Québec Taxation Act. In this regard, the individual must conclude an arrangement with a dealer within the meaning of the Québec Taxation Act and indicate his or her intention to include such Offered Shares in a QSSP II of which he or she is the beneficiary.
For the 2014 taxation year, an individual may not claim a deduction in respect of a QSSP II that exceeds 10% of his or her total income for the year (within the meaning of the Québec Taxation Act). The amount of such deduction will be included in computing the individual’s adjusted taxable income for Québec minimum tax purposes.
An individual who includes an Offered Share in a QSSP II and who withdraws it from such plan, for example by selling it, prior to the end of the second taxation year following the year of its acquisition, may be required to include an amount of up to 100% of his or her acquisition cost (established without taking into account the borrowing costs, brokerage costs, custody charges or other similar costs) of that Offered Share in computing his or her income for Québec income tax purposes for the taxation year during which such withdrawal is made. Generally, the amount to be included in income will be reduced by the adjusted cost (determined in accordance with the Québec Taxation Act) of qualifying shares, qualifying securities and valid shares acquired by the individual and included in a QSSP II on or before the last day of the second month following the month of the withdrawal.
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The common shares forming part of the Underwriters' over-allocation position acquired on the secondary market will not qualify for the QSSP II and no Québec tax benefit may be obtained with regards to such shares.
DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED
Common Shares
The Corporation is authorized to issue an unlimited number of Common Shares, of which, as at April 9, 2014, there were 39,596,103 Common Shares issued and outstanding.
Holders of Common Shares are entitled to receive dividends if and when declared by the board of directors of the Corporation and, unless otherwise provided by legislation, are entitled to one vote per Common Share on all matters to be voted on at all meetings of shareholders. Upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of Common Shares are entitled to share rateably in the remaining assets available for distribution, after payment of liabilities.
For a more detailed description of Richmont's capital structure, see "Capital Structure" in the AIF incorporated herein by reference.
PRIOR SALES
The Corporation has not issued any Common Shares during the twelve (12) month period preceeding the date of this short form prospectus.
TRADING PRICE AND VOLUME
The Corporation's Common Shares are listed and posted for trading on the TSX and NYSE MKT under the trading symbol "RIC". The following table sets forth trading information for the Corporation's Common Shares for the periods indicated, as reported on the TSX and NYSE MKT for each month during the twelve-month period preceding the date of this short form prospectus:
										
	 	TSX		NYSE MKT
	 	High	Low	Close	Volume		High	Low	Close	Volume
	Period	($)	($)	($)	(Shares)		(US $)	(US $)	(US $)	(Shares)
	  									
	2013	 	 	 	 		 	 	 	 
	April	2.82	1.84	2.10	2,355,890		2.78	1.80	2.11	3,044,553
	May	2.21	1.65	2.00	717,030		2.20	1.52	1.96	2,219,250
	June	2.15	1.37	1.58	588,549		2.10	1.31	1.52	2,453,804
	July	1.78	1.42	1.63	525,934		1.71	1.33	1.57	1,946,528
	August	1.88	1.54	1.69	851,130		1.85	1.50	1.56	3,164,876
	September	1.71	1.32	1.48	1,471,938		1.65	1.28	1.42	6,564,880
	October	1.50	1.23	1.36	892,043		1.47	1.21	1.30	6,965,511
	November	1.40	1.04	1.10	554,182		1.34	0.99	1.03	2,686,607
	December	1.16	1.00	1.07	511,606		1.07	0.94	1.00	2,736,326
	  									
	2014	 	 	 	 		 	 	 	 
	January	1.69	1.09	1.67	1,595,788		1.53	1.04	1.50	4,905,413
	February	2.07	1.62	1.85	839,666		1.85	1.45	1.68	3,361,735
	March	1.95	1.55	1.56	702,666		1.77	1.40	1.41	2,806,262
	April	1.62	1.48	1.58	497,686		1.47	1.33	1.46	966,400


 
On April 15, 2014, the last reported sale price of the Corporation's Common Shares was $1.58 on the TSX and US$1.46 on NYSE MKT.
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RISK FACTORS
An investment in the Offered Shares involves a high degree of risk. Prospective investors should carefully consider before purchasing the Offered Shares, the risks as well as the other information contained in this short form prospectus and the documents incorporated herein by reference. In particular, reference is made to the risk factors set forth under the heading "Risks Associated with the Mining Industry" and "Risks related to owing the Corporation's Common Shares" which are discussed under the heading "Risk Factors " on pages 16 to 26 of the Corporation's AIF and are incorporated herein by reference.
The risks and uncertainties described or incorporated by reference in this short form prospectus are not the only ones the Corporation may face. Additional risks and uncertainties that the Corporation is unaware of, or that the Corporation currently deems not to be material, may also become important factors that affect the Corporation. If any of such risks actually occurs, the Corporation's business, financial condition or results of operations could be materially adversely affected, with the result that the trading price of the Common Shares could decline and investors could lose all or part of their investment.
Risks Related to the Offering
Use of Net Proceeds
The Corporation currently intends to allocate the net proceeds to be received from this Offering as described under the heading “Use of Proceeds”. However, management will have discretion in the actual application of the net proceeds, and may elect to allocate net proceeds differently from that described under the heading “Use of Proceeds” if it believes it would be in the Corporation’s best interest to do so. The Corporation’s securityholders, including holders of the Offered Shares, may not agree with the manner in which management chooses to allocate and spend the net proceeds. The failure by management to apply these funds effectively could have a material adverse effect on the Corporation’s business.
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
To the Corporation's knowledge, no executive officer of the Corporation is, at the date of this short form prospectus, or has been, within 10 years before the date of the short form prospectus, a director, chief executive officer or chief financial officer of any company that, while that person was acting in that capacity, (i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (ii) was subject to an event that resulted, after the director, chief executive officer or chief financial officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.
To the Corporation's knowledge, no executive officer of the Corporation or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is, at the date of this short form prospectus, or has been, within 10 years before the date of the short form prospectus, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
In addition, to the knowledge of the Corporation, no executive officer of the Corporation or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation has, within 10 years before the date of this short form prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject or
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instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the executive officers or shareholders.
Furthermore, to the knowledge of the Corporation, no executive officer of the Corporation or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
INTEREST OF EXPERTS
Each of the following authors of the technical reports referred to below is a “qualified person” for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Each such qualified person has reviewed certain scientific and technical information relating to certain of Richmont’s mineral properties as more fully described in the AIF and incorporated by reference in this short form prospectus or has supervised the preparation of information upon which such scientific and technical information is based as detailed in the respective technical report.
		
	Technical Report
 
	Names
	Technical Report dated March 31, 2014, on the Mineral
Reserve and Resource Estimate as of December 31, 2013 for
the Island Gold Mine	Daniel Adam, P.Geo., Ph.D.
Daniel Vachon, P.Eng.


	Technical Report dated September 13, 2013, on the Mineral
Reserve Estimate as of July 1st, 2013 for the Monique Gold
Project	Daniel Adam, Geo. PhD
Christian Pichette, Eng. M. Sc
Raynald Vincent, Eng. M.G.P. 


	Technical Report dated April 11, 2013, on the Mineral
Resource Estimate as of January 25th, 2013 for the C Zone,
Island Gold Deep Project	Daniel Adam, Geo. PhD


	Technical Report dated August 17, 2012, on the Mineral
Resource and Reserve Estimate as of June 15th, 2012 for the
Francoeur Gold Mine 	Daniel Adam, Ph.D., Geo.
Marc-André Lavergne, Eng.
Émilie Tremblay-Paquet, Geo. M.sc. 


	Technical Report on the Wasamac Project dated May 11, 2012	Jacques Gauthier, ing.
Yves Galarneau, ing.
Marc Lavigne, ing.
Daniel Adam, geo., Ph.D.
Stéphane Lance, ing.
Colin Hardie, P.Eng





	Technical Report dated February 3, 2012, on the Mineral
Resource Estimate as of December 20th, 2011 for the Monique
Gold Project	Raynald Vincent, Eng. M.G.P.


	Technical Report dated April 1, 2011 on the Mineral Resource
Estimate for the Wasamac Gold Project	Daniel Adam, P. Geo. Ph.D

	NI 43-101 Compilation Technical Report for the Francoeur
Gold Project dated August 5th, 2009 and amended May 19th,
2010	Daniel Adam, Geo. PhD
Christian Pichette, Eng. M. Sc


	Technical Report entitled “Évaluation des Réserves et
Ressources au 31 Décembre 2006 Mines Richmont – Division
Beaufor en coparticipation avec la société Minière Louvem”,
dated March 2007	François Chabot, ing., M.Sc





 
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None of the persons listed above received or will receive a direct or indirect interest in any property of Richmont or any of its associates or affiliates. As of the date hereof, each of such persons owns beneficially, directly or indirectly, less than 1% of any outstanding class of securities of Richmont and less than 1% of the outstanding securities of any class of Richmont’s associates or affiliates.
Raymond Chabot Grant Thornton LLP has advised Richmont that it is independent within the meaning of the Code of Ethics of Chartered Professional Accountants (Québec).
.
LEGAL MATTERS
Certain Canadian legal matters relating to the Offered Shares qualified hereunder will be passed upon by Lavery, de Billy L.L.P. on behalf of Richmont and by Stikeman Elliott LLP on behalf of the Underwriters. As of the date hereof, the partners and associates of Lavery, de Billy L.L.P. and Stikeman Elliott LLP , each as a group, beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The Corporation's auditors are Raymond Chabot Grant Thornton LLP, located at 600 De La Gauchetière Street West, Suite 2000, Montréal, Québec H3B 4L8.
The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal offices located at 1500 University Street, Suite 700, Montréal, Québec H3A 3S8.
PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission, or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission, price revision or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights and consult with a legal advisor.
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CERTIFICATE OF THE CORPORATION
Dated: April 16, 2014
This short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of the provinces of British Columbia, Alberta, Ontario and Québec.
	 	
	 	
	 	
	   (Signed) Paul Carmel
President and Chief Executive Officer
	   (Signed) Pierre Rougeau
Executive Vice President and 
Chief Financial Officer



 
On behalf of the Board of Directors
		
	(Signed) H. Greg Chamandy	(Signed) Michael Pesner
	Chairman of the Board and Director	Director


 
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CERTIFICATE OF THE UNDERWRITERS
Dated: April 16, 2014
To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of the provinces of British Columbia, Alberta, Ontario and Québec.
 
Macquarie Capital Markets Canada Ltd.
 
By: /s/ David Cobbold
 
 
 
	 		
	BMO Nesbitt Burns Inc.	CIBC World Markets Inc.	Desjardins Securities Inc.
	  		
	  		
	By: /s/ Tom Jakubowski	By: /s/ Jason Ellefson	By: /s/ Vincent Metcalfe


 
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