ARRANGEMENT AGREEMENT TAHOE RESOURCES INC. - and – 1860927 ALBERTA LTD. - and- RIO ALTO MINING LIMITED

bona fide proposal inquiry or offer with respect to: (i) any direct or indirect acquisition by any person or group of persons of Rio Alto Shares (or securities convertible into or exchangeable or exercisable for Rio Alto Shares) representing 20% or more of the Rio Alto Shares then outstanding (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for Rio Alto Shares); (ii) any plan of arrangement, amalgamation, merger, share exchange, consolidation, recapitalization, liquidation, dissolution or other business combination in respect of Rio Alto or any of its subsidiaries; or (iii) any direct or indirect acquisition by any person or group of persons of any assets of Rio Alto and/or any interest in one or more of its subsidiaries (including shares or other equity interests of subsidiaries) that are or that hold the Material Properties or that individually or in the aggregate constitute or hold 20% or more of the fair market value of the assets of Rio Alto (or any lease, license, royalty, joint venture, long-term supply agreement or other arrangement having a similar economic effect), whether in a single transaction or a series of related transactions,

public announcement of or of an intention, to do any of the foregoing, or

modification or proposed modification of any such proposal, inquiry or offer, in each case whether by plan of arrangement, amalgamation, merger, consolidation, recapitalization, liquidation, dissolution or other business combination, sale of assets, joint venture, take-over bid, tender offer, share exchange, exchange offer or otherwise, including any single or multi-step transaction or series of transactions, directly or indirectly involving Rio Alto or any of its subsidiaries;

changes, developments or conditions in or relating to general international, Peruvian or Canadian, political, economic or financial or capital market conditions;

any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Authority;

changes or developments affecting the global mining industry in general;

any changes in the price of gold;

any generally applicable changes in IFRS; or

a change in the market price of the Rio Alto Shares as a result of the announcement of the execution of this Agreement or of the transactions contemplated hereby;

corporation of which issued and outstanding voting securities of such corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation (whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency) are owned by such specified entity and the votes attached to those voting securities are sufficient, if exercised, to elect a majority of the directors of such corporation;

partnership, unlimited liability company, joint venture or other similar entity in which such specified entity has more than 50% of the equity interests and the power to direct the policies, management and affairs thereof; and

a subsidiary (as defined in clauses (a) and (b) above) of any subsidiary (as so defined) of such specified entity;

the Rio Alto Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal would, taking into account all of the terms and conditions of such Acquisition Proposal (including time to completion and shareholder vote requirements), if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which is more favourable to the Rio Alto Shareholders from a financial point of view than the Arrangement (taking into account any amendments to this Agreement and the Arrangement proposed by Tahoe pursuant to Section 5.1(f));

if it relates to the acquisition of outstanding Rio Alto Shares the consideration paid for the Rio Alto Shares is made available to all of the Rio Alto Shareholders on the same terms and conditions;

is not subject to any financing condition and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full;

is not subject to any due diligence condition;

the Rio Alto Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal;

in the event that Rio Alto does not have the financial resources to pay the Termination Fee, the terms of such Acquisition Proposal provide that the person making such Superior Proposal shall advance or otherwise provide Rio Alto the cash required for Rio Alto to pay the Termination Fee and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable; and

failure to recommend such Acquisition Proposal to the Rio Alto Shareholders would be inconsistent with the Rio Alto Board’s fiduciary duties under applicable Law;

changes, developments or conditions in or relating to general international, Guatemalan or Canadian, political, economic or financial or capital market conditions;

any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Authority;

changes or developments affecting the global mining industry in general;

any changes in the price of silver;

any generally applicable changes in IFRS; or

a change in the market price of the Tahoe Shares as a result of the announcement of the execution of this Agreement or of the transactions contemplated hereby;

The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement pursuant to which (among other things) each Rio Alto Shareholder, (other than those Rio Alto Shareholders who have validly exercised their dissent rights) shall receive the Consideration. On or prior to the Effective Date, the Articles of Arrangement shall be filed with the Registrar. From and after the Effective Time, the steps to be carried out pursuant to the Arrangement shall become effective in accordance with the Plan of Arrangement. The closing of the transactions contemplated hereby and by the Plan of Arrangement will take place at 10:00 a.m. (Vancouver time) on the Effective Date at the offices in Vancouver, British Columbia of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, or at such other time on the Effective Date or such other place as may be agreed to by the Parties.

Subject to compliance with applicable Securities Laws and any other applicable securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto as is agreed to by Tahoe and Rio Alto, the Parties will issue a joint news release announcing the entering into of this Agreement, the support of each of the Tahoe Board and the Rio Alto Board (including the voting intentions of the directors and officers of each of Tahoe and Rio Alto, and the principal shareholder of Tahoe) and the recommendation of each of the Tahoe Board and the Rio Alto Board to the respective shareholders to vote in favour of the Share Issuance Resolution and the Arrangement Resolution, respectively, which news release shall be satisfactory in form and substance to each of Tahoe and Rio Alto, each acting reasonably, and, thereafter, file such news release and a corresponding material change report in prescribed form in accordance with applicable Securities Laws and any other applicable securities Laws.

as soon as reasonably practicable after the execution of this Agreement and, in any event, not later than February 27, 2015, apply to, and have the hearing for the Interim Order before, the Court pursuant to Section 193(4) of the ABCA for the Interim Order in a manner and form acceptable to Tahoe, acting reasonably, and thereafter proceed with such application and diligently pursue obtaining the Interim Order;

lawfully convene and hold the Rio Alto Meeting in accordance with the Interim Order, Rio Alto’s articles and by-laws and applicable Laws, as soon as reasonably practicable after the Interim Order is issued and, in any event, not later than March 30, 2015, for the purpose of having the Rio Alto Shareholders consider the Arrangement Resolution, and will not, unless Tahoe otherwise consents in writing, adjourn, postpone or cancel the Rio Alto Meeting or propose to do any of the foregoing except:

for an adjournment as required for quorum purposes or by applicable Law; or

as required under Section 5.1(h) or Section 6.3;

solicit from the Rio Alto Shareholders proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any person that is inconsistent with, or which seeks (without Tahoe’s consent) to hinder or delay the Arrangement Resolution and the completion of the transactions contemplated by this Agreement including, if so requested by Tahoe, using the services of proxy solicitation agents recommended by Tahoe, and acting reasonably in accepting Tahoe’s recommendation with respect to any such agent or agents, and cooperating with any persons engaged by Tahoe, to solicit proxies in favour of the approval of the Arrangement Resolution, recommend to all Rio Alto Shareholders that they vote in favour of the Arrangement Resolution, and take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement by the Rio Alto Shareholders, and (i) permit Tahoe to assist and participate in all calls, meetings with such proxy solicitation agent, (ii) provide Tahoe with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, Tahoe with regards to the proxy solicitation agent, and (iv) consult with Tahoe and keep Tahoe apprised, with respect to such solicitation and other actions;

advise Tahoe as reasonably requested, and on a daily basis commencing 10 Business Days prior to the Rio Alto Meeting, as to the aggregate tally of the proxies and votes received in respect of the Rio Alto Meeting and all matters to be considered at the Rio Alto Meeting;

promptly provide Tahoe with any notice relating to the Rio Alto Meeting and allow Representatives of Tahoe to attend the Rio Alto Meeting;

subject to obtaining such approvals as are required by the Interim Order, as soon as reasonably practicable after the Rio Alto Meeting and, in any event, not later than three Business Days thereafter, apply to the Court pursuant to Section 193(9) of the ABCA for the Final Order in a manner and form acceptable to Tahoe, acting reasonably, and thereafter proceed with such application and diligently pursue obtaining the Final Order, and, if at any time after the issuance of the Final Order and on or before the Effective Date, Rio Alto is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it will do so after prior notice to, and in consultation and cooperation with, Tahoe; and

subject to obtaining the Final Order and to the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 7 hereof (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, send to the ▇▇▇▇▇▇▇▇▇

cooperate with, assist and consent to Rio Alto seeking the Interim Order and the Final Order and, subject to Rio Alto obtaining the Final Order and to the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 7 hereof (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions including, if applicable, making all filings with Governmental Authorities necessary to give effect to the Arrangement and carry out the terms of the Plan of Arrangement applicable to each of them prior to the Outside Date.

lawfully convene and hold the Tahoe Meeting in accordance with Tahoe’s articles and by-laws and applicable Laws, as soon as reasonably practicable and, in any event, not later than March 30, 2015, for the purpose of having the shareholders of Tahoe consider the Share Issuance Resolution and will not, unless Rio Alto otherwise consents in writing, adjourn, postpone or cancel the Tahoe Meeting or propose to do any of the foregoing except for an adjournment as required for quorum purposes or by applicable Law. Rio Alto and Tahoe agree to use their commercially reasonably efforts to schedule the Rio Alto Meeting and the Tahoe Meeting to occur on or about the same day; and

solicit from the shareholders of Tahoe proxies in favour of the approval of the Share Issuance Resolution and against any resolution submitted by any person that is inconsistent with, or which seeks to hinder or delay the Share Issuance Resolution and the completion of the transactions contemplated by this Agreement including using the services of proxy solicitation agents to solicit proxies in favour of the approval of the Share Issuance Resolution, recommend to all shareholders of Tahoe that they vote in favour of the Share Issuance Resolution, and take all other actions that are reasonably necessary or desirable to obtain the approval of the Share Issuance Resolution by the shareholders of Tahoe;

advise Rio Alto as reasonably requested, and on a daily basis commencing 10 Business Days prior to the Tahoe Meeting, as to the aggregate tally of the proxies and votes received in respect of the Tahoe Meeting and all matters to be considered at the Tahoe Meeting;

promptly provide Rio Alto with any notice relating to the Tahoe Meeting and allow Representatives of Rio Alto to attend the Tahoe Meeting; and

Notwithstanding Section 2.3(b) and if so permitted by the TSX, the Parties agree that Tahoe may satisfy its obligations in Section 2.3(b) by obtaining written approval of the Share Issuance Resolution from holders of more than 50% of Tahoe Shares in lieu of calling and holding the Tahoe Meeting as authorized and approved by the TSX.

for the class of persons to whom notice is to be provided in respect of the Arrangement and the Rio Alto Meeting and for the manner in which such notice is to be provided;

for the record date for the purposes of determining the Rio Alto Shareholders entitled to receive notice of and vote at the Rio Alto Meeting (which date shall be fixed and published by Rio Alto in consultation with Tahoe);

that the Rio Alto Meeting may be adjourned or postponed from time to time by Rio Alto in accordance with the terms of this Agreement without the need for additional approval by the Court;

that the record date for the Rio Alto Shareholders entitled to receive notice of and to vote at the Rio Alto Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Rio Alto Meeting;

that the requisite approval of the Arrangement Resolution will be at least 66 2/3 % of the votes cast on the Arrangement Resolution by the Rio Alto Shareholders present in person or by proxy at the Rio Alto Meeting voting as a single class, with each Rio Alto Shareholder entitled to one vote for each Rio Alto Share held by such holder and, if required, a simple majority of the votes cast on the Arrangement Resolution excluding the votes for Rio Alto Shares required to be excluded under MI 61-101 (the “Rio Alto Shareholder Approval”);

that in all other respects, the terms, conditions and restrictions of Rio Alto’s constating documents, including quorum requirements and other matters shall apply with respect to the Rio Alto Meeting;

that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, subject to and conditioned on the Court’s determination that the Arrangement is substantially and procedurally fair and reasonable to Rio Alto Shareholders. Rio Alto Optionholders and SGC Optionholders;

for the grant of Dissent Rights to the Rio Alto Shareholders who are registered holders of Rio Alto Shares as contemplated in the Plan of Arrangement;

for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and

that, in all other respects, the terms, restrictions and conditions of the constating documents of Rio Alto shall apply in respect of the Rio Alto Meeting;

as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by the ABCA and other applicable Laws in connection with the approval of the Arrangement Resolution by the Rio Alto Shareholders at the Rio Alto Meeting; and

as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Rio Alto Shareholders in compliance with the accelerated timing contemplated by Section 2.20 of National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” and filed as required by the Interim Order and applicable Laws.

as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Tahoe Circular together with any other documents required by the Business Corporations Act (British Columbia) and other applicable Laws in connection with the approval of the Share Issuance Resolution by the shareholders of Tahoe at the Tahoe Meeting; and

cause the Tahoe Circular to be sent to the shareholders of Tahoe in compliance with the accelerated timing contemplated by Section 2.20 of National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” and filed as required by applicable Laws.

the Arrangement will be subject to the approval of the Court;

pursuant to Section 2.4(g) the Court will be advised as to the intention of the Parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act prior to the hearing required to approve the Interim Order;

the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Rio Alto Shareholders and to the holders of the Rio Alto Options and SGC Options;

Rio Alto will ensure that each Rio Alto Shareholder entitled to receive the Consideration on completion of the Arrangement, and each holder of Rio Alto Options and SGC Options who will be deemed to have exchanged such securities for Replacement Options, will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right;

the Rio Alto Shareholders entitled to receive the Consideration will be advised that the Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Tahoe in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act;

holders of Rio Alto Options and SGC Options who will be deemed to have exchanged such securities for Replacement Options will be advised that the Replacement Options have not been registered under the U.S. Securities Act and will be issued by Tahoe in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act;

the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Rio Alto Shareholders and to the holders of the Rio Alto Options and SGC Options;

the Interim Order approving the Rio Alto Meeting will specify that each Rio Alto Shareholder and each holder of Rio Alto Options and SGC Options will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act; and

the Final Order shall include a statement to substantially the following effect:

“This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of the Tahoe Shares and the Replacement Options pursuant to the Plan of Arrangement.”

The Parties agree that all change of control payments pursuant to the Employment Agreements that are payable as a result of the Arrangement are disclosed in Section 2.14 of the Rio Alto Disclosure Letter and shall be paid to the applicable executive officer, employee or consultant of Rio Alto entitled thereto in accordance with the schedule included in Section 2.14 of the Rio Alto Disclosure Letter, in exchange for the execution of full and final releases in respect of the change of control entitlements in favour of Rio Alto and in form and substance satisfactory to Tahoe, acting reasonably. To the extent that current agreements are not consistent with the information in Section 2.14 of the Rio Alto Disclosure Letter, Rio Alto covenants to amend such agreements or provide waivers where necessary to achieve consistency with the information in Section 2.14 of the Rio Alto Disclosure Letter.

Rio Alto shall be exclusively responsible and shall pay for any withholding obligations of Taxes pursuant to the Tax Act from any amounts paid for the payments contemplated in Section 2.14(a).

Organization and Qualification. Rio Alto was duly continued and is validly existing and in good standing under the ABCA, and has full corporate power and authority to own, lease and operate its assets and conduct its business as now owned, leased, operated and conducted. Rio Alto is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary. True and complete copies of the constating documents of Rio Alto have been delivered or made available to Tahoe, and Rio Alto has not taken any action to amend or supersede such documents.

Subsidiaries.

Rio Alto does not have any subsidiaries except as listed herein below:

Rio Alto S.A.C., incorporated and existing under the Laws of the Republic of Peru;

Mexican Silver (Guernsey) Limited, incorporated and existing under the Laws of Guernsey;

Rio Alto Insurance Ltd., incorporated and existing under the Laws of Barbados;

La Arena S.A., incorporated and existing under the Laws of the Republic of Peru, and all of whose shares are beneficially owned, directly or indirectly by Mexican Silver (Guernsey) Limited;

Empresa de Energia Yamobamba S.A.C., incorporated and existing under the Laws of the Republic of Peru, and all of whose shares are beneficially owned, directly or indirectly by La Arena S.A.

Shahuindo Gold Limited incorporated and existing under the Laws of the Province of Ontario;

Shahuindo S.A.C., incorporated and existing under the Laws of the Republic of Peru and all of whose share are beneficially owned, directly or indirectly by Shahuindo Gold Limited;

Minera Sulliden Peru S.A.C, incorporated and existing under the Laws of the Republic of Peru and all of whose share are beneficially owned, directly or indirectly by Shahuindo S.A.C.;

Empresa Transmisora de Cajabamba S.A.C., incorporated and existing under the Laws of the Republic of Peru and all of whose share are beneficially owned, directly or indirectly by Shahuindo Gold Limited;

Sulliden Capital, S.A., incorporated and existing under the Laws of the Republic of Panama and all of whose share are beneficially owned, directly or indirectly by Shahuindo Gold Limited; and

Sulliden Minerals, S.A., incorporated and existing under the Laws of the Republic of Panama and all of whose share are beneficially owned, directly or indirectly by Shahuindo Gold.

There are no non-profit legal entities in the Republic of Peru affiliated with, or under control of, Rio Alto except as listed herein below:

Asociación La Arena, a non-profit legal entity incorporated and existing under the Laws of the Republic of Peru; and

Desarrollo Agrícola del Norte, a non-profit legal entity incorporated and existing under the Laws of the Republic of Peru.

Other than as disclosed in Section 3.1(b)(iii) of the Rio Alto Disclosure Letter, all of the outstanding shares in the capital of each of the subsidiaries are owned directly or indirectly by Rio Alto and are: (A) validly issued and fully-paid and all such shares are owned free and clear of all Liens of any kind or nature whatsoever; and (B) free of any other restrictions including any restriction on the right to vote, sell or otherwise dispose of shares, and no person has any right for the purchase of any interest in such shares or for the issue or allotment of any unissued shares or other securities of such subsidiaries, other than Peruvian Corporate Pre-Emptive Rights and Peruvian Corporate Right of First Refusal, as applicable.

Each of Rio Alto’s subsidiaries is duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and each has full corporate power and authority to own, lease and operate its assets and conduct its business as now owned, leased, operated and conducted.

Each of Rio Alto’s subsidiaries is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary. True and complete copies of the constating documents of each of Rio Alto’s subsidiaries have been delivered or made available to Tahoe, and neither Rio Alto nor any of its subsidiaries has taken any action to amend or supersede such documents.

Other than the subsidiaries listed hereinabove and other than the investments in Santa ▇▇▇▇▇▇▇ Resources Inc. Sulliden Mining Capital Inc. and ▇▇▇▇▇ Ventures Inc., each as disclosed in Section 3.1(b)(vi) of the Rio Alto Disclosure Letter, neither Rio Alto nor any of its subsidiaries owns any capital stock, or other equity interests in any person.

Authority Relative to this Agreement. Rio Alto has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to complete the Arrangement. The execution and delivery of this Agreement by Rio Alto and the consummation by Rio Alto of the transactions contemplated by this Agreement have been duly authorized by the Rio Alto Board, and no other corporate proceedings on the part of Rio Alto are necessary to authorize this Agreement other than the Rio Alto Shareholder Approval. This Agreement has been duly executed and delivered by Rio Alto and constitutes a valid and binding obligation of Rio Alto, enforceable by Tahoe against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

Required Approvals and Consent. Other than the Interim Order, the Final Order, and the filing of the Certificate of Arrangement and Articles of Arrangement, such filings and other actions required under applicable Securities Laws or any other applicable securities Laws and the approvals of each of the TSX, the NYSE or the Frankfurt Stock Exchange, no Authorization, consent or approval of, or filing with, any Governmental Authority or other authority is necessary on the part of Rio Alto: (i) in connection with the execution and delivery of this Agreement or the performance by it of its obligations hereunder or the consummation by it of the Arrangement or for the completion of the Arrangement; or (ii) in order that the right and authority of Rio Alto to carry on its business in the ordinary course and in the manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the Arrangement; or (iii) to not to cause or result in any loss of any rights or assets or any interest therein held by Rio Alto or any of its subsidiaries or affiliates, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or delay consummation of the Arrangement.

No Violation. The execution and delivery by Rio Alto of this Agreement and the performance by it of its covenants hereunder and the completion of the Arrangement do not and will not violate, conflict with or result in a breach of any provision of the constating documents of Rio Alto or those of any of its subsidiaries or affiliates, and will not:

violate, conflict with or result in a breach of:

any agreement, Contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Rio Alto or any of its subsidiaries or affiliates is a party, or by which Rio Alto or any of its subsidiaries or affiliates is bound except as set forth in Section 3.1(e) of the Rio Alto Disclosure Letter; or

any Law to which Rio Alto or any of its subsidiaries or affiliates is subject or by which Rio Alto or any of its subsidiaries or affiliates is bound;

give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, Contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit;

result in the creation or imposition of any Liens upon any of the properties or assets of Rio Alto or its subsidiaries or affiliates or restrict, hinder, impair or limit the ability of Rio Alto or any of its subsidiaries or affiliates to conduct its business as and where it is now being conducted; or

give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, Contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit.

No Rights to Purchase Assets. Except as disclosed in Section 3.1(f) of the Rio Alto Disclosure Letter, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase the whole or part of the assets of any member of the Rio Alto Group, and there are no active areas of mutual interest provisions or areas of exclusion in any contracts binding upon any member of the Rio Alto Group, or otherwise to which the assets of any member of the Rio Alto Group are subject.

Capitalization. The authorized share capital of Rio Alto consists of an unlimited number of Rio Alto Shares. As at the date of this Agreement there are: (i) 333,888,689 Rio Alto Shares validly issued and outstanding as fully-paid and non- assessable shares of Rio Alto; (ii) 8,095,500 outstanding Rio Alto Options providing for the issuance of 8,095,500 Rio Alto Shares upon the exercise thereof; (iii) 9,341,639 outstanding SGC Options providing for the issuance of 9,341,639 Rio Alto Shares upon the exercise thereof; and (iv) 8,860,112 outstanding Rio Alto Warrants providing for the issuance of 8,860,112 Rio Alto Shares upon the exercise thereof. Other than the Rio Alto Options, the SGC Options and the Rio Alto Warrants, there are no options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments, or obligations of Rio Alto or any of its subsidiaries or affiliates to issue or sell any shares of Rio Alto or of any of its subsidiaries or affiliates or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Rio Alto or any of its subsidiaries or affiliates, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Rio Alto or any of its subsidiaries or affiliates, and no person is entitled to any pre-emptive or other similar right granted by Rio Alto or any of its subsidiaries, other than Peruvian Corporate Pre-Emptive Rights, as applicable. Section 3.1(g) of the Rio Alto Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Rio Alto Options,

Reporting Issuer Status and Securities Laws Matters. Rio Alto is a “reporting issuer” within the meaning of applicable Securities Laws in all provinces and territories of Canada and has disclosure obligations under Peruvian securities Laws. Rio Alto is not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of Rio Alto, and Rio Alto is not in default of any material provision of applicable Securities Laws. The Rio Alto Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Rio Alto has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Exchange Act. Trading in the Rio Alto Shares on the TSX, the NYSE, BVL or the Frankfurt Stock Exchange is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of Rio Alto is pending or, to the knowledge of Rio Alto, threatened. No inquiry, review or investigation (formal or informal) of Rio Alto by any securities commission or similar regulatory authority under applicable Securities Laws or the TSX, the NYSE, BVL and the Frankfurt Stock Exchange is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(h) and its disclosure obligations under Peruvian securities Laws, Rio Alto is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Rio Alto Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX, the NYSE, BVL and the Frankfurt Stock Exchange and were true, correct and complete in all material respects and did not contain any misrepresentation. Rio Alto is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by Rio Alto under applicable Securities Laws and the rules and policies of the TSX, the NYSE, BVL and the Frankfurt Stock Exchange. Rio Alto has not filed any confidential material change report that at the date hereof remains confidential. Rio Alto’s shares were listed on the BVL at Rio Alto's request. Rio Alto has not launched any initial public offering, exchange public offering or any other public offering of the Rio Alto Shares in Peru.

Financial Statements.

The Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with those of previous periods and in accordance with applicable Laws except (A) as otherwise stated in the notes to such statements or, in the case of the Annual Financial Statements, in the auditor’s report thereon and (B) except that the Interim Financial Statements are subject to normal period-end adjustments and may omit notes which are not required by applicable Securities Laws or IFRS. The Financial Statements present fairly, in all material respects, the assets, liabilities and financial condition of Rio Alto as at the respective dates thereof and the losses, comprehensive losses, results of operations, changes in shareholders’ equity and cash flows of the Rio Alto Group for the periods covered thereby (subject, in the case of the Interim Financial Statements, to normal period end adjustments). There are no outstanding loans made by Rio Alto or any of its subsidiaries to any executive officer or director of Rio Alto or any of its subsidiaries or affiliates. The aggregate cash balance of the Rio Alto Group as of the date hereof is US$50.3 million.

Neither Rio Alto nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Rio Alto or any of its subsidiaries and affiliates, on the one hand, and any unconsolidated affiliate, including any structure finance, special purpose or limited purpose entity or person, on the other hand) where the result, purpose or effect of such contract is to avoid disclosure of any transaction involving, or liabilities of, Rio Alto or any of its subsidiaries and affiliates, in the published financial statements of Rio Alto or the Rio Alto Disclosure Record.

Since December 31, 2013, neither Rio Alto nor any of its subsidiaries nor any director, officer, employee, consultant, auditor, accountant or representative of Rio Alto or any of its subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Rio Alto or any of its subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or Claim that Rio Alto or any of its subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Rio Alto Board.

Undisclosed Liabilities. Except for: (i) liabilities and obligations that are specifically presented on the audited balance sheet of Rio Alto as of December 31, 2013 (the “Rio Alto Balance Sheet”) or disclosed in the notes thereto; and (ii) liabilities and obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2013; (B) pursuant to the terms of this Agreement or otherwise in connection with this Arrangement, or (C) disclosed in the Rio Alto Disclosure Record prior to the date hereof, neither Rio Alto nor any of its subsidiaries has incurred any liabilities or obligations of any

Auditors. There has not been reportable disagreement (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) with Rio Alto’s auditors;

Absence of Certain Changes. Except as disclosed in the Interim Financial Statements, since December 31, 2013:

Rio Alto and its subsidiaries and affiliates have conducted their respective businesses only in the ordinary course of business and consistent with past practice, except for the Arrangement contemplated hereby;

there has not been any event, occurrence, development or state of circumstances or facts that has had or would be reasonably expected to have a Rio Alto Material Adverse Effect;

there has not been any material write-down by Rio Alto of any of the assets of Rio Alto;

no member of the Rio Alto Group has approved or has entered into any agreement in respect of the purchase of assets or any interest therein or the sale, transfer or other disposition of any portion of its assets or any interest therein currently owned by Rio Alto and its subsidiaries and affiliates, whether by asset sale, transfer of shares or otherwise, or the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of any member of the Rio Alto Group);

no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to have a Rio Alto Material Adverse Effect has been incurred;

no member of the Rio Alto Group, or any of the directors, officers, employees, consultants or auditors of Rio Alto and its subsidiaries and affiliates, has received or otherwise had or obtained knowledge of any fraud or complaint, allegation, assertion or Claim, whether written or oral, regarding fraud or the accounting or auditing practices, procedures, methodologies or methods of any member of the Rio Alto Group or their respective internal accounting controls;

there has not been any change in the accounting practices used by Rio Alto and its subsidiaries;

there has not been any redemption, repurchase or other acquisition of Rio Alto Shares by Rio Alto, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Rio Alto Shares;

there has not been a material change in the level of accounts receivable or payable, inventories or employees;

there has not been any entering into, or an amendment of, any Rio Alto Material Contract;

there has not been any satisfaction or settlement of any Claims or liabilities that were not reflected in the Financial Statements;

there has not been any increase in the salary, bonus, or other remuneration payable to any non-executive employees of any of Rio Alto or its subsidiaries or affiliates other than as set out in the Rio Alto Disclosure Letter;

there has not been any increase in the salary, bonus, or other remuneration payable to any officers or senior or executive officers of Rio Alto or its subsidiaries or affiliates other than as set out in the Rio Alto Disclosure Letter; and

Rio Alto has not agreed, announced, resolved or committed to do any of the foregoing.

Compliance with Laws.

No member of the Rio Alto Group is in conflict with, or in default (including cross defaults) under or in violation of: (A) its constating documents or, as applicable, equivalent organizational documents; or (B) any agreement or understanding to which it or by which any of the properties or assets in which it has a controlling interest or an option to acquire a controlling interest is bound or affected.

Each member of the Rio Alto Group has conducted and is conducting the business thereof in compliance in all material respects with all applicable Laws, tariffs and directives of each jurisdiction in which it carries on business and possesses all Authorizations issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on by it, is in compliance with the terms and conditions of all such Authorizations and with all Laws, tariffs and directives, and no member of the Rio Alto Group has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such Authorization.

No member of the Rio Alto Group and none of their respective directors, officers, supervisors, managers, employees, or agents has: (A) violated any applicable anti-bribery, export control, and economic sanctions Laws, including the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practice Act, and the Peruvian Criminal Code (Legislative Decree 635), the (Peruvian) Legislative Decree 1106 and Peruvian Laws 28355 and 29703, (B) made or authorized any contribution, payment or gift of funds, property or anything else of value to any official, employee or agent of any Governmental Authority, authority or instrumentality in Canada, other jurisdictions in which the Rio Alto Group has assets or any other jurisdiction other than in accordance with applicable Laws, (C) used any corporate funds, or made any direct or indirect unlawful payment from corporate funds, to any foreign or domestic government official or employee or for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; or (D) violated or is in violation of any provision of the Criminal Code (Canada) relating to foreign corrupt practices, including making any contribution to any candidate for public office, in either case, where either the payment or gift or the purpose of such contribution payment or gift was or is prohibited under the foregoing or any other applicable Law of any locality.

The operations of Rio Alto and each of its subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court of governmental authority or any arbitrator non-Governmental Authority involving Rio Alto or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of Rio Alto, threatened.

Permits. The Rio Alto Group has obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the assets of Rio Alto or its subsidiaries and its affiliates (including in respect of the Rio Alto Properties) or otherwise in connection with the current business or operations of Rio Alto or its subsidiaries and affiliates, and such authorizations are in full force and effect. Rio Alto and its subsidiaries and affiliates have fully complied with and are in compliance with all Authorizations. There is no action, investigation or proceeding pending or, to the knowledge of Rio Alto, threatened regarding any of the Authorizations. No member of the Rio Alto Group has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any person to revoke or refuse to renew any of such Authorizations, and all such Authorizations continue to be effective in order for Rio Alto and its subsidiaries and affiliates to continue to conduct their respective businesses as they are currently being conducted.

Litigation. There is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation or inquiry before or by any Governmental Authority, or any claim, action, suit, demand, arbitration, charge, indictment, hearing or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding (collectively, “Proceedings”) against or involving Rio Alto or any of its subsidiaries (whether in progress or, to the knowledge of Rio Alto, threatened). There is no judgment, writ, decree, injunction, rule, award or order of any Governmental Authority outstanding against Rio Alto or any of its subsidiaries in respect of its businesses, properties or assets except as set out in Section 3.1(o) of the Rio Alto Disclosure Letter.

Insolvency. No act or proceeding has been taken by or against Rio Alto or any of its subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of Rio Alto or its subsidiaries or for the appointment of a trustee, receiver, manager or other administrator of Rio Alto or its subsidiaries or any of its properties or assets nor is any such act or proceeding, to the knowledge of Rio Alto, threatened. Neither Rio Alto nor any of its subsidiaries has sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or similar legislation. Neither Rio Alto nor any of its subsidiaries nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of Rio Alto or any of its subsidiaries to conduct its business in all material respects as it has been carried on prior to the date hereof, or that has had or would reasonably be expected to have, individually or in the aggregate, a Rio Alto Material Adverse Effect or would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement.

Operational Matters.

All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Rio Alto and its subsidiaries and affiliates, have been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof.

All costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any Contracts and agreements to which Rio Alto or any of its subsidiaries and affiliates is directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

Mineral Rights. Each of Rio Alto and its subsidiaries:

has good and sufficient title, free and clear of any title defect or Liens, to all of its interests in the Rio Alto Properties, including fee simple estates, leases, surface rights, rights of way, easements and licences from landowners or other authorities permitting the use of land but excluding the Rio Alto Mineral Rights (as defined below) (collectively, the “Rio Alto Real Property Interests”), and the Rio Alto Real Property Interests permit the use of land by Rio Alto and its subsidiaries and affiliates necessary to permit the operation of their respective businesses as currently being conducted to the exclusion of all other persons, except for the avoidance of doubt, that additional surface rights disclosed in Section 3.1(r)(i) of the Rio Alto Disclosure Letter must be acquired and/or registered by Rio Alto or its subsidiaries and affiliates in order to further develop the La Arena Project and the Shahuindo Project;

holds its mineral concessions, claims, leases, licenses, permits, access rights and other rights and interests necessary to explore for, develop, mine, produce, process or refine minerals, concentrates, ore or metals for development purposes on the Rio Alto Properties as described in the Rio Alto Disclosure Record as more specifically disclosed in Section 3.1(r)(ii) of the Rio Alto Disclosure Letter (collectively, the “Rio Alto Mineral Rights”), free and clear of any Liens; and

does not own or have any interest in any real property or hold any mineral rights or interests other than the Rio Alto Real Property Interests and the Rio Alto Mineral Rights.

Ownership. Except as disclosed in Section 3.1(s) of the Rio Alto Disclosure Letter, and applying customary standards in the mining industry of the applicable jurisdiction:

Rio Alto and its subsidiaries are the legal and/or beneficial owner of all right, title and interest in and to the Rio Alto Real Property Interests and the Rio Alto Mineral Rights held by the Rio Alto Group, free and clear of all Liens, pursuant to valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, and no member of the Rio Alto Group is in default of any of the provisions of such documents, agreements and instruments nor has any such default been alleged;

the Rio Alto Real Property Interests and the Rio Alto Mineral Rights comprising the Rio Alto Group’s properties have been properly located and recorded/registered (or in process of being recorded or registered) in compliance with applicable Laws and the Rio Alto Mineral Rights are comprised of valid and subsisting mineral claims;

the Rio Alto Real Property Interests and the Rio Alto Mineral Rights are in good standing under applicable Laws, all assessment work required to be performed and filed under the Rio Alto Real Property Interests and the Rio

there are no restrictions on the ability of the Rio Alto Group to use, transfer or exploit the Rio Alto Real Property Interests or Rio Alto Mineral Rights, except pursuant to the applicable Law;

the Rio Alto Mineral Rights are sufficient to permit the operation of the respective businesses of the Rio Alto Group as presently conducted or contemplated to be conducted, and no member of the Rio Alto Group has any liability or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Rio Alto Mineral Rights;

there is no Claim, or to the knowledge of Rio Alto, no threat of a Claim against or challenge to the title of Rio Alto or any of its subsidiaries, or their respective ownership of, the Rio Alto Real Property Interests or Rio Alto Mineral Rights;

the employees, agents and Representatives of the Rio Alto Group have free and unrestricted access to the Rio Alto Properties and have not been prevented or restrained in any manner from exercising their rights of access;

the Rio Alto Group has the exclusive right to deal with the Rio Alto Real Property Interests and the Rio Alto Mineral Rights;

no other person has any interest in the Rio Alto Real Property Interests or the Rio Alto Mineral Rights or the production from any of the underlying properties or mineral deposits or any right to acquire any such interest;

there are no back-in rights, earn-in rights, rights of first refusal or similar provisions that would affect the interest of the Rio Alto Group in the Rio Alto Real Property Interests or the Rio Alto Mineral Rights;

no member of the Rio Alto Group has received any notice, whether written or oral, from any Governmental Authority of any revocation or intention to revoke or amend any of their respective interests in any of the Rio Alto Real Property Interests or the Rio Alto Mineral Rights and there is no reasonable basis to expect that such a revocation or amendment of any of their respective interests in any of the Rio Alto Real Property Interests or the Rio Alto Mineral Rights may occur;

there are no illegal or informal or unauthorized mining activities carried on in the areas covered by either the Rio Alto Real Property Interests or the Rio Alto Mineral Rights;

neither the areas covered by the Rio Alto Real Property Interests nor the Rio Alto Mineral Rights, have been declared as a “Protected Natural Area” by any Governmental Authority;

neither the areas covered by the Rio Alto Real Property Interests nor the Rio Alto Mineral Rights (nor any of their respective parts, constructions, remains or similar elements located on them) have been declared as a “Protected Archaeological Site” by any Governmental Authority; and

neither the areas covered by the Rio Alto Real Property Interests ,or the Rio Alto Mineral Rights (nor any of their respective parts, constructions, remains or similar elements located on them) are located within urban or urban expansion areas.

Expropriation. No Rio Alto Properties or any other property or asset of Rio Alto or any of its subsidiaries (including any Rio Alto Real Property Interest or Rio Alto Mineral Rights) has been taken or expropriated by any Governmental Authority nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of Rio Alto, is there any intent or proposal to give any such notice or to commence any such proceeding.

Mineral Reserves and Resources. The mineral reserves and mineral resources for the Rio Alto Real Property Interests or the Rio Alto Mineral Rights were prepared in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no reduction in the aggregate amount of estimated mineral resources or mineral reserves of Rio Alto and its subsidiaries, taken as a whole, from the amounts set forth in the Rio Alto Disclosure Record, other than as a result of production activities. All information regarding the Rio Alto Real Property Interests or the Rio Alto Mineral Rights, including all drill results, technical reports and studies, that are required to be disclosed at Law, have been disclosed in the Rio Alto Disclosure Record on or before the date hereof.

Technical Reports.

The La Arena Project and the Shahuindo Project are the only material properties of Rio Alto for the purposes of NI 43-101;

The technical report prepared for Sulliden Gold Corporation, Ltd. by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Associates and Mine Development Associates entitled “Technical Report on the Shahuindo Heap ▇▇▇▇▇ Project, Cajabamba, Peru” dated November 9, 2012, and the technical report prepared for Rio Alto by Mining Plus Peru S.A.C. entitled “La Arena Project, Peru Technical Report (NI 43-101)” dated effective December 31, 2013 (the “Technical Reports”) complied in all material respects with the requirements of NI 43-101 at the respective time of filing thereof and reasonably presented the quantity of mineral reserves and mineral resources attributable to the properties evaluated therein as at the respective dates stated therein based upon information available at the time the respective reports were prepared. Except as disclosed in the news release dated February 5, 2015, Rio Alto does not

Rio Alto has made available to the authors of the Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided;

All of the material assumptions underlying the resource estimates in the Technical Reports are reasonable and appropriate;

The estimates of mineral reserves and mineral resources as described in the Rio Alto Disclosure Record comply in all material respects with NI 43-101; and

Rio Alto is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which Rio Alto is or should be aware that would disaffirm or change any aspect of the Technical Reports or that would require the filing of a new technical report under NI 43-101.

NGOs and Community Groups. No dispute between Rio Alto or any of its subsidiaries and any non-governmental organization, community, or community group that will have a Rio Alto Material Adverse Effect exists or, to the knowledge of Rio Alto, is threatened or imminent with respect to any of Rio Alto’s or any of its subsidiaries’ properties or operations.

Taxes.

Each member of the Rio Alto Group has duly and timely filed, at the prescribed time, all Returns required to be filed by them for periods prior to the date hereof and all such Returns are materially complete and correct.

Each member of the Rio Alto Group has paid, at the prescribed time, all Taxes which are due and payable, including all assessments and reassessments and all other Taxes due and payable by them, on or before the date hereof, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the Interim Financial Statements. Rio Alto and its subsidiaries and affiliates have provided adequate accruals in accordance with IFRS in the most recently published Interim Financial Statements for any Taxes of Rio Alto and each of its subsidiaries and affiliates for the period covered by such financial statements that have not been paid whether or not shown as being due on any Returns. Since such publication date, no liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, or to the knowledge of Rio Alto proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

No material deficiencies, litigation, proposed adjustments or, to the knowledge of Rio Alto, any audits exist or have been asserted with respect to Taxes of any member of the Rio Alto Group, and no member of the Rio Alto Group is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or to the knowledge of Rio Alto threatened against Rio Alto or any of its subsidiaries or affiliates or any of their respective assets.

No Claim with respect to Taxes has been made by any Governmental Authority in a jurisdiction where Rio Alto or any of its subsidiaries or affiliates does not file Returns that Rio Alto or any of its subsidiaries or affiliates is or may be subject to Tax by that jurisdiction.

There are no Liens with respect to Taxes upon any of the assets of Rio Alto or any of its subsidiaries or affiliates.

Rio Alto and each of its subsidiaries and affiliates has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Authority when required by Law to do so.

There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any Claim with respect to Taxes for, or the period for the collection or assessment or reassessment of, Taxes due from Rio Alto or any of its subsidiaries or affiliates for any taxable period and no request for any such waiver or extension is currently pending.

Rio Alto and each of its subsidiaries and affiliates has made available to Tahoe true and complete copies of all Returns, examination reports and statements of deficiencies for taxable periods, or transactions consummated, for which the applicable statutory periods of limitations have not expired.

There are no circumstances existing which could result in the application of Section 78 or Sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial Law, to Rio Alto or any of its subsidiaries or affiliates. Except in the ordinary course of business, no member of the Rio Alto Group has made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Returns that has effect for any period ending after the date hereof.

Rio Alto is not a non-resident of Canada within the meaning of the Tax Act. Each of Rio Alto’s subsidiaries is a non-resident of Canada within the meaning of the Tax Act.

No member of the Rio Alto Group is a party to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation.

Rio Alto has provided a summary of the “adjusted cost base” (within the meaning of the Tax Act) of the shares of all of its subsidiaries.

Except as disclosed in the Financial Statements, no member in the Rio Alto Group has claimed any reserves in computing its income for purposes of the Tax Act or for purposes of any equivalent foreign Tax Law applying to or any of its subsidiaries and affiliates.

To the knowledge of Rio Alto, no circumstances exist or could reasonably be expected to arise as a result of matters existing before the date hereof that may result in Rio Alto or any of its subsidiaries and affiliates being subject to the application of section 160 of the Tax Act.

Each subsidiary of Rio Alto that is domiciled in Peru has duly and timely filed at the prescribed time all Returns required to be filed by them with the relevant Peruvian tax authority for periods prior to the date hereof and all such Returns are materially complete and correct.

Each subsidiary of Rio Alto that is domiciled in Peru has paid at the prescribed time all applicable Taxes payable by them on or before the date hereof.

Each subsidiary of Rio Alto that is domiciled in Peru has duly and timely withheld at the prescribed time all Taxes required by the Peruvian tax authority and has duly and timely remitted the withheld amount to the relevant Peruvian tax authority.

To the knowledge of Rio Alto, no circumstances exist for each subsidiary of Rio Alto that is domiciled in Peru that would prevent such subsidiary from benefiting from reduced tax withholding rates.

Each subsidiary of Rio Alto that is domiciled in Peru has complied with the transfer pricing rules under Peruvian tax Laws, including all its substantial and formal obligations, including but not limited to filing the annual affidavit and preparing the technical study.

To the knowledge of Rio Alto, Each subsidiary of Rio Alto that is domiciled in Peru is not being subject to any audit, procedure or maintains a controversy with any Peruvian tax authority.

Contracts.

For the purpose of this Agreement a “Rio Alto Material Contract” means any Contract to which Rio Alto or any of its subsidiaries is party or by which it or any of its assets, rights or properties are bound, that, if terminated or modified, would have a Rio Alto Material Adverse Effect and shall, without limitation, include the following:

any lease of real property by Rio Alto or any of its subsidiaries, as tenant, with third parties;

any Contract under which Rio Alto or any of its subsidiaries is obliged to make payments, or receives payments in excess of $2,000,000 in the aggregate;

any partnership, limited liability company agreement, joint venture, alliance agreement or other similar agreement or arrangement relating to the formation, creation, operation, management, business or control of any partnership or Joint Venture;

any shareholders or stockholders agreements, registration rights agreements, voting trusts, proxies or similar agreements, arrangements or commitments with respect to any shares or other equity interests of Rio Alto or any of its subsidiaries or any other Contract relating to disposition, voting or dividends with respect to any shares or other equity securities of Rio Alto or any of its subsidiaries;

any Contract under which indebtedness of Rio Alto or any of its subsidiaries for borrowed money is outstanding or may be incurred or pursuant to which any property or asset of Rio Alto or any of its subsidiaries is mortgaged, pledged or otherwise subject to a Lien securing indebtedness in excess of $2,000,000, any Contract under which Rio Alto or any of its subsidiaries has directly or indirectly guaranteed any liabilities or obligations of any person or any Contract restricting the incurrence of indebtedness by Rio Alto or any of its subsidiaries or the incurrence of Liens on any properties or securities of Rio Alto or any of its subsidiaries or restricting the payment of dividends or other distributions;

any Contract that purports to limit in any material respect the right of Rio Alto or any of its subsidiaries to (i) engage in any line of business or (ii) compete with any person or operate or acquire assets in any location;

any Contract providing for the sale or exchange of, or option to sell or exchange, any Rio Alto Properties or any property or asset with a fair market value in excess of $2,000,000, or for the purchase or exchange of, or option to purchase or exchange, any Rio Alto Properties or any property or asset with a fair market value in excess of $2,000,000, in each case entered into in the past 12 months or in respect of which the applicable transaction has not been consummated;

any Contract entered into in the past 12 months or in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of material assets or shares (or other equity interests) of another person for aggregate consideration in excess of $2,000,000, in each case other than in the ordinary course of business;

any Contract providing for indemnification by Rio Alto or any of its subsidiaries, other than Contracts which provide for indemnification obligations of less than $2,000,000;

any Contract providing for a royalty, streaming or similar arrangement or economically equivalent arrangement in respect of the Rio Alto Properties;

any standstill or similar Contract currently restricting the ability of Rio Alto or any of its subsidiaries to offer to purchase or purchase the assets or equity securities of another person; or

any other Contract that is material to Rio Alto or any of its subsidiaries.

Rio Alto and its subsidiaries and affiliates have performed all respective obligations required to be performed by them to date under the Rio Alto Material Contracts. Neither Rio Alto nor any of its subsidiaries or affiliates is in breach or default under any Rio Alto Material Contract to which it is a party or bound, nor does Rio Alto have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. Neither Rio Alto nor any of its subsidiaries or affiliates knows of, or has received written notice of, any breach or default under (nor does there exist any condition which, with the passage of time or the giving of notice or both, would result in such a breach or default under) any such Rio Alto Material Contract by any other party thereto. All Rio Alto Material Contracts are (i) legal, valid, binding and in full force and effect and are enforceable by Rio Alto (or its subsidiary or affiliate, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity), (ii) are the product of fair and arms’ length negotiations between the parties thereto, and (iii) except as disclosed in Section 3.1(y) of the Rio Alto Disclosure Letter, do not, by their terms, require the consent of any parties thereto to the Arrangement.

Set out in Section 3.1(y) of the Rio Alto Disclosure Letter is a list of each Rio Alto Material Contract.

Employment Agreements.

Other than as set out in Section 3.1(z) of the Rio Alto Disclosure Letter, no member of the Rio Alto Group has entered into any written or oral agreement or understanding providing for severance or termination payments to any director, officer, employee or consultant in connection with the termination of their position or their employment as a direct result of a change in control of Rio Alto (including as a result of the Arrangement). Except as set out in Section 3.1(z) in the Rio Alto Disclosure Letter, there are no change of control awards payable to any director, officer, employee or consultant of Rio Alto and its subsidiaries.

No member of the Rio Alto Group (A) is a party to any collective bargaining agreement, or (B) is subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement.

No member of the Rio Alto Group is subject to any actual, or to the knowledge of Rio Alto, threatened Claim for wrongful dismissal, constructive dismissal or any other tort Claim, or actual or to the knowledge of Rio Alto threatened litigation relating to employment or termination of employment of employees or independent contractors. No labour strike, lock- out, slowdown or work stoppage is pending or, to the knowledge of Rio Alto, threatened against or directly affecting Rio Alto.

All amounts due or accrued due for all salary, wages, bonuses, vacation with pay, workers compensation and other benefits under the Rio Alto Benefit Plans for the period up to January 31, 2015 have either been paid or are accurately reflected in Rio Alto’s financial books and records.

Neither the execution of this Agreement nor the consummation of the Arrangement and the other transactions contemplated in this Agreement will, except as disclosed in Section 3.1(z) of the Rio Alto Disclosure Letter:

result in any payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any person or other entity including, but not limited to, any director, officer, employee or consultant of any member of the Rio Alto Group, or increase any benefits otherwise payable under any pension or benefits plan of any member of the Rio Alto Group or result in the acceleration of the time of payment or vesting of any such benefits;

increase the rate of wages, salaries, commissions, bonuses, incentive compensation or other remuneration, severance entitlements, or benefits otherwise payable to any current or former Rio Alto employee; or

result in the acceleration of the time of payment or vesting of any benefits or entitlements otherwise available pursuant to any Rio Alto Benefit Plan.

Neither Rio Alto nor any of its subsidiaries currently sponsors, maintains, contributes to or has any liability under, nor has ever sponsored, maintained, contributed to or incurred any liability under a “registered pension plan” or a “retirement compensation arrangement”, each as defined under the Tax Act, a “pension plan” as defined under applicable pension benefits standards legislation, or any other plan organized and administered to provide pensions for employees or former employees of any member of the Rio Alto Group.

Rio Alto has provided to Tahoe true and complete copies of all written agreements between Rio Alto or any of its subsidiaries and each employee, consultant or independent contractor.

Each of Rio Alto and its subsidiaries is in compliance with all terms and conditions of employment and all Laws respecting employment, including pay equity, wages, hours of work, overtime, occupational health and safety, workers compensation and human rights, and no member of the Rio Alto Group is subject to any outstanding grievance, complaint, investigation, orders under such Laws, Claim for wrongful dismissal, constructive dismissal, unfair labour practice or any other Claim, or, to the knowledge of Rio Alto, threatened Claim, relating to employment or termination of employment or relationships of Rio Alto employees, consultants or independent contractors and there is no basis for such Claim. No event has occurred that, with the notice or lapse of time or both, would constitute a breach, violation or default of such terms and conditions of employment and Laws by Rio Alto or any of its subsidiaries

Employment Withholdings. Rio Alto has withheld from each payment made to any of its present or former employees, officers or directors, or to other persons, all amounts required by Law or administrative practice to be withheld by it on account of income taxes, pension plan contributions, employment insurance premiums, employer health taxes and similar taxes and levies, and has remitted such withheld amounts within the required time to the appropriate Governmental Authority.

Health and Safety. Rio Alto and its subsidiaries have operated in all material respects in accordance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights, labour relations and privacy, and there are no current, pending, or, to the knowledge of Rio Alto, threatened Proceedings before any Governmental Authority with respect to any such matters.

Employee Benefit Plans. Rio Alto has disclosed in the Rio Alto Disclosure Letter a list of, and made available to Tahoe, true, complete and correct copies of each health , medical, dental, hospitalization, welfare, supplemental unemployment benefit, sick leave, vacation, bonus, profit sharing, option, insurance, accidental death and dismemberment, counselling, eye care, incentive, incentive compensation, deferred compensation, share purchase, share-based compensation, disability, pension, retirement or supplemental retirement plan and each other employee, officer, director and consultant compensation or benefit plan including any post-retirement benefit plans and any other similar benefit plans, agreement or arrangement for the benefit of directors or former directors of the Rio Alto Group, consultants or former consultants of the Rio Alto Group, employees or former employees of the Rio Alto Group, which are maintained by, contributed to, or binding upon Rio Alto or in respect of which Rio Alto has any actual or potential liability (the “Rio Alto Benefit Plans”), and: (i) each Rio Alto Benefit Plan has been maintained and administered in compliance with its terms and is funded in accordance with applicable Laws; (ii) all required employer contributions under any such plans have been made in accordance with the terms thereof; (iii) each Rio Alto Benefit Plan that is required or intended to be qualified under applicable Law or registered or approved by a Governmental Authority has been so qualified, registered or approved by the appropriate governmental agency or authority, and nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause, the appropriate Governmental Authority to revoke such qualification, registration or approval; (iv) no pending or anticipated Claims or other litigation (excluding Claims for benefits incurred in the ordinary course of Rio Alto Benefit Plan activities) have been brought or threatened against or with respect to any Rio Alto Benefit Plan; and (v) Rio Alto does not have any obligations for retiree health or retiree life benefits under any Rio Alto Benefit Plan. Neither Rio Alto nor any of its subsidiaries has made a commitment to improve or otherwise amend any Rio Alto Benefit Plan.

Severance Payments. All severance payments or termination payments that Rio Alto and its subsidiaries, are obligated to pay under existing contracts to all persons including, without limitation, consultants, directors, officers, employees or agents, are as disclosed in Section 3.1(dd) of the Rio Alto Disclosure Letter.

Environment. Except as disclosed in Section 3.1(ee) of the Rio Alto Disclosure Letter:

the operations of each member of the Rio Alto Group have been conducted, and are now, in compliance with all Environmental Laws;

each member of the Rio Alto Group is in possession of, and in compliance with, all Environmental Approvals that are required to own, occupy, lease and operate the Rio Alto Real Property Interests and the Rio Alto Mineral Rights and to conduct their respective business as they are now being conducted, including but not limited to, providing such guarantees and

no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities (including, but not limited to, fines, compensation requests or administrative or judicial claims) presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Rio Alto and its subsidiaries and affiliates and there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;

neither Rio Alto nor any of its subsidiaries or affiliates is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any work, repairs, remediation, construction or expenditures;

none of Rio Alto and its subsidiaries and affiliates has received from any person or Governmental Authority any notice, formal or informal, of any Claim, liability or potential liability arising under any Environmental Law that is pending, or to the knowledge of Rio Alto, threatened, against Rio Alto or any of its subsidiaries and affiliates;

no Claims are currently pending or, to the knowledge of Rio Alto, threatened against any of Rio Alto and its subsidiaries and affiliates alleging a breach of any Environmental Laws;

there are no changes in the status, terms or conditions of any Environmental Approvals held by Rio Alto or any of its subsidiaries or affiliates or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Authority of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Rio Alto or any of its subsidiaries or affiliates as such business is currently being conducted following the Effective Date;

neither the Rio Alto Real Property Interests nor the Rio Alto Mineral Rights have been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. Neither Rio Alto or Rio Alto’s subsidiaries and affiliates nor any other person in control of the Rio Alto Real Property Interests and the Rio Alto Mineral Rights, has caused or permitted the release of any Hazardous Substances at, in, on, under or from any Rio Alto Real Property Interest or

all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Rio Alto Real Property Interests or the Rio Alto Mineral Rights have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws.

there are no Hazardous Substances at, in, on, under or migrating from any Rio Alto Real Property Interest or Rio Alto Mineral Right, except in compliance with all Environmental Laws.

Rio Alto and its subsidiaries and affiliates have made available to Tahoe all audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and

Rio Alto and its subsidiaries and affiliates are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in a Claim under any Environmental Laws.

Insurance.

Rio Alto has in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development. All premiums payable prior to the date hereof under such policies of insurance have been paid and neither Rio Alto nor any of its subsidiaries or affiliates has failed to make a claim thereunder on a timely basis.

All insurance policies of Rio Alto are disclosed in Section 3.1(ff) of the Rio Alto Disclosure Letter and each of such policies and other forms of insurance is in full force and effect on the date hereof and Rio Alto will use commercially reasonable efforts to keep them in full force and effect or renew them as appropriate through the Effective Date. No written (or other) notice of cancellation or termination has been received by Rio Alto or any of its subsidiaries or affiliates with respect to any such policy.

Books and Records. The corporate records and minute books of Rio Alto and each of its subsidiaries and affiliates have been maintained in accordance with all applicable Laws, and the minute books of Rio Alto and its subsidiaries are complete and accurate. The corporate minute books for Rio Alto and its subsidiaries and affiliates contain minutes of all meetings and resolutions of the directors and securityholders. The financial books and records and accounts of Rio Alto and its subsidiaries and affiliates: (i) have been maintained in accordance with good business practices and in accordance with IFRS, as applicable, and with the accounting principles generally accepted in the country of domicile of each such entity, on a basis consistent with prior years; (ii) in the case of Rio Alto’s subsidiaries, accurately and fairly reflect the transactions and dispositions of

Non-Arm’s Length Transactions. Except as disclosed in Section 3.1(hh) of the Rio Alto Disclosure Letter, there are no current Contracts, commitments, agreements, arrangements or other transactions (including relating to indebtedness by Rio Alto or any of its subsidiaries) between Rio Alto or any of its subsidiaries and its affiliates on the one hand, and any (i) officer or director of Rio Alto or any of its subsidiaries and its affiliates, (ii) any holder of record or beneficial owner of five percent or more of the voting securities of Rio Alto, or (iii) any affiliate or associate of any officer, director or beneficial owner, on the other hand.

Financial Advisors or Brokers. Except as disclosed in Section 3.1(ii) of the Rio Alto Disclosure Letter, Rio Alto has not incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder’s, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to Rio Alto, other than with respect to the Financial Advisor to Rio Alto. Rio Alto has provided to Tahoe correct and complete copies of the agreements under which the Financial Advisor to Rio Alto has agreed to provide services to Rio Alto.

Fairness Opinion. The Rio Alto Special Committee and the Rio Alto Board have received the Rio Alto Fairness Opinion in oral form, which opinion has not been modified, amended, qualified or withdrawn. A true and complete copy of the Rio Alto Fairness Opinion will be provided by Rio Alto to Tahoe promptly following delivery by the Financial Advisor to Rio Alto.

Rio Alto Special Committee and Rio Alto Board Approval. The Rio Alto Special Committee, at a meeting duly called and held, has unanimously upon consultation with legal and financial advisors determined that this Agreement and the Arrangement are fair to the Rio Alto Shareholders and are in the best interests of Rio Alto and unanimously determined to recommend approval of this Agreement and the Arrangement to the Rio Alto Board and that the Rio Alto Board recommend that the Rio Alto Shareholders vote in favour of the Arrangement Resolution. The Rio Alto Board, at a meeting duly called and held, upon consultation with legal and financial advisors, has unanimously determined that this Agreement and the Arrangement are fair to the Rio Alto Shareholders and are in the best interests of Rio Alto, have unanimously approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement and have unanimously resolved to recommend that the Rio Alto Shareholders vote in favour of the Arrangement Resolution. Each director and executive officer of Rio Alto intends to vote all Rio Alto Shares held by him or her in favour of the Arrangement Resolution and has agreed that the news release

Data Room Information. All Diligence Information provided is true and correct in all respects and does not contain any omissions as at its respective date as stated therein, or, if any Diligence Information is undated, as of the date of its delivery to the data site for purposes of the transactions contemplated by this Agreement. None of the Diligence Information has been amended except as provided in the Diligence Information. Additionally, all information provided to Tahoe in relation to Tahoe’s due diligence requests, including information not provided in the Diligence Information, is true and correct in all respects and does not contain any omissions as at its respective date as stated therein and has not been amended except as provided to Tahoe. Rio Alto acknowledges that Tahoe is relying on all information provided by Rio Alto to them in entering into this Agreement.

Rio Alto Shareholder Rights Plan. The Rio Alto Board has taken all action necessary to waive the application of the Rio Alto Shareholder Rights Plan to the Arrangement and the transactions contemplated herein including, without limitation, the execution and delivery of the Rio Alto Support Agreements and to defer the Separation Time (as such term is defined in the Rio Alto Shareholder Rights Plan) with respect to this Agreement and the Rio Alto Support Agreements. Other than the Rio Alto Shareholder Rights Plan, Rio Alto is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of Rio Alto or any of its subsidiaries or affiliates.

Standstill. The Rio Alto Board has taken all necessary action to waive the application of the standstill applicable to Tahoe as set out in the Confidentiality Agreement. The Rio Alto Board will not reinstate such standstill unless this Agreement is terminated.

Arrangements with Securityholders. Other than the Rio Alto Support Agreements and this Agreement, Rio Alto does not have any agreement, arrangement or understanding (whether written or oral) with respect to Tahoe or any of its securities, businesses or operations, with any shareholder of Tahoe, any interested party of Tahoe or any related party of any interested party of Tahoe, or any joint actor with any such persons (and for this purpose, the terms “interested party”, “related party” and “joint actor” shall have the meaning ascribed to such terms in MI 61-101).

Relationships with Customers, Suppliers, Distributors and Sales Representatives. Rio Alto has not received any written notice that any customer, supplier, service provider, distributor or sales representative intends to cancel, terminate or otherwise modify or not renew its relationship with Rio Alto or any subsidiary, and to the knowledge of Rio Alto, no such action has been threatened.

United States Matters.

Rio Alto is not incorporated in the United States and does not have its principal office within the United States.

All of the assets and property of Rio Alto, including all entities “controlled by” Rio Alto for purposes of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, are located outside the United States and did not generate sales in or into the United States exceeding US$76.3 million during Rio Alto’s most recent completed fiscal year.

Rio Alto is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.

Rio Alto is not registered and is not required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended.

Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon any member of the Rio Alto Group that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any business practice of Rio Alto or any of its subsidiaries or affiliates, any acquisition of property by Rio Alto or any of its subsidiaries or affiliates, or the conduct of business by Rio Alto or any of its subsidiaries or affiliates, as currently conducted (including following the transactions contemplated by this Agreement).

Funds Available. Rio Alto has sufficient funds available to pay: (i) prior to the Effective Time, all transaction costs, all payments required pursuant to change of control provisions, all of Rio Alto’s remaining forecast commitments as set forth in the Rio Alto Disclosure Letter, all additional remaining accounts payable and current liabilities of the Rio Alto Group, net of current assets, as determined in accordance with IFRS at the Effective Time; and (ii) the Termination Fee.

Confidentiality Agreements. All agreements entered into by Rio Alto or any of its subsidiaries with persons regarding the confidentiality of information provided to such person or reviewed by such persons with respect to any transaction in the nature described in the definition of Acquisition Proposal, each contain customary provisions, including standstill provisions, have not been waived or released with respect to the applicability of any such “standstill” or other provisions of such confidentiality agreements, except to the extent such agreements contain provisions that provide for automatic exemptions as a result of the Arrangement.

Competition Act. The aggregate value of Rio Alto’s assets in Canada and the annual gross revenues from sales in and from Canada generated from Rio Alto’s assets in Canada do not exceed, in either case, $86 million, as determined in accordance with Part IX of the Competition Act, R.S.C. 1985, c. C-34 and the Notifiable Transactions Regulations thereunder. For purposes of this Agreement, Rio Alto’s assets in Canada shall not include any of Rio Alto’s immovable

Internal Controls; Disclosure Controls. Management of Rio Alto has designed a process of internal control over financial reporting (as such term is defined in NI 52-109 and Rule 13a–15(f) under the U.S. Exchange Act) for Rio Alto providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and has otherwise complied with NI 52-109 and Rule 13a-15 under the U.S. Exchange Act. Since January 1, 2012, neither Rio Alto nor any director, officer, employee, auditor, accountant or representative of Rio Alto has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Rio Alto or its internal accounting controls, including any complaint, allegation, assertion or claim that Rio Alto has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Rio Alto Board.

Sulliden Settlement Agreements. All payments and obligations related to the Sulliden Settlement Agreements have been made or complied with and there are no continuing obligations under such agreements. There is no Claim or to the knowledge of Rio Alto, no threat of a Claim, against or challenge to the title of Rio Alto or any of its subsidiaries, or their respective ownership of, the Rio Alto Real Property Interests or Rio Alto Mineral Rights resulting from the Sulliden Settlement Agreements;

Full Disclosure. The information and statements contained in this Agreement are true and correct and together with the Rio Alto Disclosure Record and the Rio Alto Disclosure Letter, constitute full, true and plain disclosure of all material facts relating to Rio Alto and its subsidiaries on a consolidated basis, contain no misrepresentations.

Organization and Qualification. Tahoe was duly organized and is validly existing and in good standing under the Business Corporations Act (British Columbia), and has full corporate power and authority to own, lease and operate its assets and conduct its business as now owned, leased, operated and conducted. Tahoe is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary. True and complete copies of the constating documents of

Subsidiaries.

Tahoe does not have any subsidiaries except as listed herein below:

Tahoe Resources USA Inc., a company incorporated under the laws of Nevada;

Tahoe Swiss A.G., a company incorporated under the laws of Switzerland;

Escobal Resources Holding Limited, a company incorporated under the laws of Barbados; and

Minera San Rafael, S.A., a company incorporated under the laws of Guatemala.

Other than as disclosed in Section 3.2(b)(ii) of the Tahoe Disclosure Letter, all of the outstanding shares in the capital of each of the subsidiaries are owned directly or indirectly by Tahoe and are: (A) validly issued and fully- paid and all such shares are owned free and clear of all Liens of any kind or nature whatsoever; (B) are free of any other restrictions including any restriction on the right to vote, sell or otherwise dispose of shares, and no person has any right for the purchase of any interest in such shares or for the issue or allotment of any unissued shares or other securities of such subsidiaries.

Each of Tahoe’s subsidiaries is duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and each has full corporate power and authority to own, lease and operate its assets and conduct its business as now owned, leased, operated and conducted.

Each of Tahoe’s subsidiaries is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary. True and complete copies of the constating documents of each of Tahoe’s subsidiaries have been delivered or made available to Rio Alto, and neither Tahoe nor any of its subsidiaries has taken any action to amend or supersede such documents.

Other than the subsidiaries listed hereinabove, neither Tahoe nor any of its subsidiaries own any capital stock, or other equity interests in any person.

Authority Relative to this Agreement. Tahoe has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to complete

Required Approvals and Consent. Other than the Interim Order, the Final Order, and the filing of the Certificate of Arrangement and Articles of Arrangement, such filings and other actions required under applicable Securities Laws and the approvals of each of the TSX or the NYSE, and a post-closing notification under the Investment Canada Act, R.S.C. 1985, c.28 (1s Supp), no Authorization, consent or approval of, or filing with, any Governmental Authority or other authority is necessary on the part of Tahoe: (i) in connection with the execution and delivery of this Agreement or the performance by it of its obligations hereunder or the consummation by it of the Arrangement or for the completion of the Arrangement; or (ii) in order that the right and authority of Tahoe to carry on its business in the ordinary course and in the manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the Arrangement; or (iii) to not to cause or result in any loss of any rights or assets or any interest therein held by Tahoe or any of its subsidiaries, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or delay consummation of the Arrangement.

No Violation. The execution and delivery by Tahoe of this Agreement and the performance by it of its covenants hereunder and the completion of the Arrangement do not and will not violate, conflict with or result in a breach of any provision of the constating documents of Tahoe or those of any of its subsidiaries, and, except as disclosed in Section 3.2(e) of the Tahoe Disclosure Letter, will not:

violate, conflict with or result in a breach of:

any agreement, Contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Tahoe or any of its subsidiaries is a party, or by which Tahoe or any of its subsidiaries is bound;

any Law to which Tahoe or any of its subsidiaries is subject or by which Tahoe or any of its subsidiaries is bound;

give rise to any right of termination, or the acceleration of any indebtedness, under any agreement, Contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit;

result in the creation or imposition of any Liens upon any of the properties or assets of Tahoe or its subsidiaries or restrict, hinder, impair or limit the ability of Tahoe or any of its subsidiaries to conduct its business as and where it is now being conducted; or

except as disclosed in Section 3.2(e)(iv) of the Tahoe Disclosure Letter, give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any agreement, Contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit.

No Rights to Purchase Assets. Except as disclosed in Section 3.2(f) of the Tahoe Disclosure Letter, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase of the whole or part of the assets of Tahoe or any of its subsidiaries, and there are no active areas of mutual interest provisions or areas of exclusion in any Contracts binding upon Tahoe or any of its subsidiaries, or otherwise to which the assets of Tahoe or any of its subsidiaries are subject.

Capitalization. The authorized share capital of Tahoe consists of an unlimited number of Tahoe Shares. As at the date of this Agreement there are: (i) 147,644,671 Tahoe Shares validly issued and outstanding as fully-paid and non- assessable shares of Tahoe; (ii) 1,547,659 Tahoe Options, 285,667 Tahoe Deferred Share Awards and no Tahoe Restricted Share Awards outstanding under the Tahoe Incentive Plans providing for the issuance of up to 1,833,326 Tahoe Shares upon the exercise thereof; and (iii) 73,000 Tahoe Share Appreciation Rights granted pursuant to the Tahoe Share Appreciation Rights Plan. Other than the Tahoe Options, Tahoe Deferred Share Awards, Tahoe Restricted Share Award and Tahoe Share Appreciation Rights, and as disclosed in Section 3.2(g) of the Tahoe Disclosure Letter, there are no options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments, or obligations of Tahoe or any of its subsidiaries to issue or sell any shares of Tahoe or of any of its subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Tahoe or any of its subsidiaries, there are no outstanding phantom equity or similar rights, agreements, arrangements or commitments of Tahoe or any of its subsidiaries, and no person is entitled to any pre-emptive or other similar right granted by Tahoe or any of its subsidiaries. The Tahoe Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Tahoe Options, Tahoe Deferred Share Awards, Tahoe Restricted Share Awards and Tahoe Share Appreciation Rights and the number, exercise prices and expiration dates of each grant to such holders.

Issuance of Shares. All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully-paid and non-assessable Tahoe Shares, and are not and will not be in subject to or issued in violation of, any pre-emptive rights or back-in rights. There are no outstanding contractual obligations of Tahoe or any of its subsidiaries to repurchase, redeem or otherwise acquire any Tahoe Shares or any shares of any of its subsidiaries. No subsidiary of Tahoe owns any Tahoe Shares. Section 3.2(h) of the Tahoe Disclosure Letter sets out the applicable rights under the Tahoe Shareholders’ Agreement.

Reporting Issuer Status and Securities Laws Matters. Tahoe is a “reporting issuer” within the meaning of applicable Securities Laws in all provinces and territories of Canada, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of Tahoe, and Tahoe is not in default of any material provision of applicable Securities Laws. The Tahoe Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Tahoe has filed or furnished all reports or other information required to be filed or furnished under section 13(a) of the U.S. Exchange Act. Trading in the Tahoe Shares on the TSX or the NYSE is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of Tahoe is pending or, to the knowledge of Tahoe, threatened. To the knowledge of Tahoe, no inquiry, review or investigation (formal or informal) of Tahoe by any securities commission or similar regulatory authority under applicable Securities Laws or the TSX and the NYSE is in effect or ongoing or expected to be implemented or undertaken. Except as set forth hereinabove in this Section 3.2(h) Tahoe is not subject to continuous disclosure or other public reporting requirements under any Securities Laws. The documents and information comprising the Tahoe Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX and the NYSE and were true, correct and complete in all material respects and did not contain any misrepresentation. Tahoe is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by Tahoe under applicable Securities Laws and the rules and policies of the TSX and the NYSE. Tahoe has not filed any confidential material change report that at the date hereof remains confidential.

Tahoe Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with those of previous periods and in accordance with applicable Laws except (A) as otherwise stated in the notes to such statements or, in the case of the Tahoe Annual Financial Statements, in the auditor’s report thereon and (B) except that the Tahoe Interim Financial Statements are subject to normal period-end adjustments and may

Neither Tahoe nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Tahoe or any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structure finance, special purpose or limited purpose entity or person, on the other hand) where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Tahoe or any of its subsidiaries, in the published financial statements of Tahoe or the Tahoe Disclosure Record.

Since December 31, 2013, neither Tahoe nor any of its subsidiaries nor any director, officer, employee, consultant, auditor, accountant or representative of Tahoe or any of its subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Tahoe or any of its subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or Claim that Tahoe or any of its subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Tahoe Board.

Undisclosed Liabilities. Except for: (i) liabilities and obligations that are specifically presented on the audited balance sheet of Tahoe as of December 31, 2013 (the “Tahoe Balance Sheet”) or disclosed in the notes thereto; and (ii) liabilities and obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2013; (B) pursuant to the terms of this Agreement or otherwise in connection with the Arrangement, or (C) disclosed in the Tahoe Disclosure Record prior to the date hereof, neither Tahoe nor any of its subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise. Without limiting the foregoing, the Tahoe Balance Sheet reflects provisions in accordance with IFRS, specifically International Accounting Standard 37 relating to contingent liabilities for pending litigation and other contingent obligations of Tahoe and its subsidiaries, which represent the best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

Auditors. There has not been reportable disagreement (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) with Tahoe’s auditors;

Absence of Certain Changes. Except as disclosed in the Tahoe Interim Financial Statements, since December 31, 2013:

Tahoe and its subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice, except for the Arrangement contemplated hereby;

there has not been any event, occurrence, development or state of circumstances or facts that has had or would be reasonably expected to have a Tahoe Material Adverse Effect;

there has not been any material write-down by Tahoe of any of its assets;

neither Tahoe nor any of its subsidiaries has approved or has entered into any agreement in respect of the purchase of assets or any interest therein or the sale, transfer or other disposition of any portion of its assets or any interest therein currently owned by Tahoe and its subsidiaries, whether by asset sale, transfer of shares or otherwise, or the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of Tahoe or any of its subsidiaries);

no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to have a Tahoe Material Adverse Effect has been incurred;

no member of the Tahoe Group, or any of the directors, officers, employees, consultants or auditors of Tahoe and its subsidiaries, has received or otherwise had or obtained knowledge of any fraud or complaint, allegation, assertion or Claim, whether written or oral, regarding fraud or the accounting or auditing practices, procedures, methodologies or methods of any member of the Tahoe Group or their respective internal accounting controls;

other than in the ordinary course of business, there has not been any change in the accounting practices used by Tahoe and its subsidiaries;

there has not been any redemption, repurchase or other acquisition of the Tahoe Shares by Tahoe, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Tahoe Shares, except as disclosed in the Tahoe Disclosure Record;

there has not been a change in the level of accounts receivable or payable, inventories or employees;

there has not been any entering into, or an amendment of or termination or expiry of, any Tahoe Material Contract;

there has not been any satisfaction or settlement of any Claims or liabilities that were not reflected in the Tahoe Financial Statements;

there has not been any increase in the salary, bonus, or other remuneration payable to any non-executive employees of any of Tahoe or its subsidiaries;

there has not been any increase in the salary, bonus, or other remuneration payable to any officers or senior or executive officers of Tahoe or its subsidiaries;

Tahoe has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Tahoe Shares;

Tahoe has not materially amended the Tahoe Incentive Plans, the Tahoe Share Appreciation Rights Plan or the Tahoe Shareholder Rights Plan; and

Tahoe has not agreed, announced, resolved or committed to do any of the foregoing.

No member of the Tahoe Group is in conflict with, or in default (including cross defaults) under or in violation of: (A) its constating documents or, as applicable, equivalent organizational documents; or (B) any agreement or understanding to which it or by which any of the properties or assets in which it has a controlling interest or an option to acquire a controlling interest is bound or affected, including without limitation, [redacted to protect sensitive confidential information.]

Each member of the Tahoe Group has conducted and is conducting the business thereof in compliance in all respects with all applicable Laws, tariffs and directives of each jurisdiction in which it carries on business and possesses all Authorizations issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on by it, is in compliance with the terms and conditions of all such Authorizations and with all Laws, tariffs and directives, and no member of the Tahoe Group has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such Authorization.

No member of the Tahoe Group and, to the knowledge of Tahoe, none of their respective directors, officers, supervisors, managers, agents or employees has: (A) violated any applicable anti-bribery, export control, and economic sanctions Laws, including the Corruption of Foreign Public

The operations of Tahoe and each of its subsidiaries are and have been conducted at all times in compliance with applicable Money Laundering Laws and no action, suit or proceeding by or before any court of governmental authority or any arbitrator non-Governmental Authority involving Tahoe or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of Tahoe, threatened.

Permits. Each of Tahoe and its subsidiaries has obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the assets of Tahoe or its subsidiaries (including in respect of the Tahoe Properties) or otherwise in connection with the current business or operations of Tahoe or its subsidiaries, and such authorizations are in full force and effect. Tahoe and its subsidiaries have fully complied with and are in compliance with all Authorizations. Except as disclosed in Section 3.2(o) of the Tahoe Disclosure Letter, there is no action, investigation or proceeding pending or, to the knowledge of Tahoe, threatened regarding any of the Authorizations. Neither Tahoe nor any of its subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any person to revoke or refuse to renew any of such Authorizations, and all such Authorizations continue to be effective in order for Tahoe and its subsidiaries to continue to conduct their respective businesses as they are currently being conducted.

Litigation. Except as disclosed in Section 3.2(p) of the Tahoe Disclosure Letter, there are no Proceedings against or involving Tahoe or any of its subsidiaries (whether in progress or, to the knowledge of Tahoe, threatened) that, if adversely determined, would prevent or significantly impede or materially delay the completion of the Arrangement, or would prevent or significantly impede the conduct of business, in the manner such business is currently being conducted, by Tahoe and its subsidiaries. Except as disclosed in Section 3.2(p) of the Tahoe

Insolvency. No act or proceeding has been taken by or against Tahoe or any of its subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of Tahoe or its subsidiaries or for the appointment of a trustee, receiver, manager or other administrator of Tahoe or its subsidiaries or any of its properties or assets nor, to the knowledge of Tahoe, is any such act or proceeding threatened. Neither Tahoe nor any of its subsidiaries has sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or similar legislation. Neither Tahoe nor any of its subsidiaries nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of Tahoe or any of its subsidiaries to conduct their business in all material respects as it is currently being conducted, or that has had or would reasonably be expected to have, individually or in the aggregate, a Tahoe Material Adverse Effect or, would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement.

Operational Matters. Except as disclosed in Section 3.2(r) of the Tahoe Disclosure Letter:

all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Tahoe and its subsidiaries, have been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof; and

all costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any Contracts and agreements to which Tahoe or any of its subsidiaries is directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

has good and sufficient title, free and clear of any title defect or Liens, to all of its interests in the Tahoe Properties, including fee simple estates, leases, surface rights, rights of way, easements and licences from landowners or other authorities permitting the use of land but excluding the Tahoe Mineral Rights (as defined below) (collectively, the “Tahoe Real Property Interests”), and the Tahoe Real Property Interests permit the use of land by

holds its mineral concessions, claims, leases, licenses, permits, access rights and other rights and interests necessary to explore for, develop, mine or produce minerals, ore or metals for development purposes on the Tahoe Properties, as more specifically described in Section 3.2(s)(ii) of the Tahoe Disclosure Letter (collectively, the “Tahoe Mineral Rights”), free and clear of any Liens; and

does not own or have any interest in any material real property or holds any material mineral rights or interests other than the Tahoe Real Property Interests and the Tahoe Mineral Rights;

Title Opinion. Tahoe has made available to Rio Alto copies of the most recent title opinions in its possession. Tahoe has no reason to believe that if similar title opinions were requested today, they would be less favourable with respect to the properties covered, it being recognized that since the date of such title opinions, additional properties have been acquired.

Ownership. Except as disclosed in Section 3.2(u) of the Tahoe Disclosure Letter, and applying customary standards in the mining industry of the applicable jurisdiction:

Tahoe and its subsidiaries are the legal and/or beneficial owners of all right, title and interest in and to the Tahoe Real Property Interests and the Tahoe Mineral Rights held by each of them, free and clear of all Liens, pursuant to valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, and no member of the Tahoe Group is in default of any of the provisions of such documents, agreements and instruments nor has any such default been alleged;

the Tahoe Real Property Interests and the Tahoe Mineral Rights comprising the Tahoe Group’s properties have been properly located and recorded/registered (or in process of being recorded or registered) in compliance with applicable Laws and the Tahoe Mineral Rights are comprised of valid and subsisting mineral claims;

the Tahoe Real Property Interests and the Tahoe Mineral Rights are in good standing under applicable Laws, all assessment work required to be performed and filed under the Tahoe Real Property Interests and the Tahoe Mineral Rights has been performed and filed, all related taxes and other payments have been paid and all related filings have been made;

there are no restrictions on the ability of the Tahoe Group to use, transfer or exploit the Tahoe Real Property Interests or Tahoe Mineral Rights, except pursuant to the applicable Law;

the Tahoe Mineral Rights are sufficient to permit the operation of the respective businesses of the Tahoe Group as presently conducted or contemplated to be conducted, and no member of the Tahoe Group has any liability or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Tahoe Mineral Rights;

there is no Claim against or challenge to the title of Tahoe or any of its subsidiaries, or their respective ownership of, the Tahoe Real Property Interests or Tahoe Mineral Rights;

the employees, agents and Representatives of each member of the Tahoe Group have free and unrestricted access to the Tahoe Properties and have not been prevented or restrained in any manner from exercising their rights of access;

each member of the Tahoe Group has the exclusive right to deal with the Tahoe Real Property Interests and the Tahoe Mineral Rights;

no other person has any interest in the Tahoe Real Property Interests or the Tahoe Mineral Rights or the production from any of the underlying properties or mineral deposits or any right to acquire any such interest;

there are no back-in rights, earn-in rights, rights of first refusal or similar provisions that would affect the interest of the Tahoe Group in the Tahoe Real Property Interests or the Tahoe Mineral Rights;

no member of the Tahoe Group has received any notice, whether written or oral, from any Governmental Authority of any revocation or intention to revoke or amend any of their respective interests in any of the Tahoe Real Property Interests or the Tahoe Mineral Rights and there is no reasonable basis to expect that such a revocation or amendment of any of their respective interests in any of the Tahoe Real Property Interests or the Tahoe Mineral Rights may occur;

there are no illegal or informal or unauthorized mining activities carried on in the areas covered by either the Tahoe Real Property Interests or the Tahoe Mineral Rights;

neither the areas covered by the Tahoe Real Property Interests nor the Tahoe Mineral Rights, or parts thereof, are occupied or encroached upon by any persons, whether with or without the consent of Tahoe or any of its subsidiaries;

neither the areas covered by the Tahoe Real Property Interests nor the Tahoe Mineral Rights, or parts thereof, have been declared as a “Protected Natural Area” by any Governmental Authority; and

except as disclosed in Section 3.2(u) of the Tahoe Disclosure Letter, neither the areas covered by the Tahoe Real Property Interests nor the Tahoe Mineral Rights, or parts thereof or any constructions, remains or similar elements located on them, have been declared as a “Protected Archaeological Site” by any Governmental Authority.

Expropriation. No Tahoe Properties or any other property or asset of Tahoe or any of its subsidiaries (including any Tahoe Real Property Interests or Tahoe Mineral Rights) has been taken or expropriated by any Governmental Authority nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of Tahoe, is there any intent or proposal to give any such notice or to commence any such proceeding.

Mineral Reserves and Resources. The mineral reserves and mineral resources for the Tahoe Real Property Interests or the Tahoe Mineral Rights were prepared in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in accordance with all applicable Laws, including the requirements of NI 43-101. There has been no reduction in the aggregate amount of estimated mineral resources or mineral reserves of Tahoe and its subsidiaries, taken as a whole, from the amounts set forth in the Tahoe Disclosure Record, other than as a result of production activities. All information regarding the Tahoe Real Property Interests or the Tahoe Mineral Rights, including all drill results, technical reports and studies, that are required to be disclosed at Law, have been disclosed in the Tahoe Disclosure Record on or before the date hereof.

Technical Report.

The Escobal Mine is the only material property of Tahoe for the purposes of NI 43-101;

The technical report prepared for Tahoe by M3 Engineering & Technology Corporation entitled “Escobal Mine Guatemala - 43-101 Feasibility Study” with an effective date of November 5, 2014 (the “Tahoe Technical Report”) complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral reserves and mineral resources attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. Tahoe does not have knowledge of a change in any production, cost, price, reserves, resources or other relevant information provided since the date such information was provided;

Tahoe has made available to the authors of the Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided;

All of the material assumptions underlying the resource estimates in the Technical Reports are reasonable and appropriate;

The estimates of mineral reserves and mineral resources as described in the Tahoe Disclosure Record comply in all material respects with NI 43-101; and

Tahoe is in compliance in all material respects with the provisions of NI 43- 101, has filed all technical reports required thereby, and there has been no change of which Tahoe is or should be aware that would disaffirm or change any aspect of the Technical Reports or that would require the filing of a new technical report under NI 43-101.

NGOs and Community Groups. No material dispute between Tahoe or any of its subsidiaries and any non-governmental organization, community, or community group that will have a Tahoe Material Adverse Effect exists or, to the best of Tahoe’s knowledge, is threatened or imminent with respect to any of Tahoe’s or any of its subsidiaries’ properties or operations.

Taxes.

Each member of the Tahoe Group has duly filed at the prescribed time, all Returns required to be filed by them for periods prior to the date hereof and all such Returns are materially complete and correct.

Each member of the Tahoe Group has paid at the prescribed time all Taxes, including all assessments and reassessments and all other Taxes due and payable by them, which are due and payable, all assessments and reassessments, and all other Taxes due and payable by them on or before the date hereof, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the Tahoe Interim Financial Statements. Tahoe and its subsidiaries have provided adequate accruals in accordance with IFRS in the most recently published Tahoe Interim Financial Statements for any Taxes of Tahoe and each of its subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Returns. Since such publication date, no liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, to the knowledge of Tahoe proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

No material deficiencies, litigation, proposed adjustments or, to the knowledge of Tahoe, any audits exist or have been asserted with respect to Taxes of any member of the Tahoe Group, and no member of the Tahoe Group is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of Tahoe, threatened against Tahoe or any of its subsidiaries or any of their respective assets.

No Claim with respect to Taxes has been made by any Governmental Authority in a jurisdiction where Tahoe or any of its subsidiaries does not file Returns that Tahoe or any of its subsidiaries is or may be subject to Tax by that jurisdiction.

There are no Liens with respect to Taxes upon any of the assets of Tahoe or any of its subsidiaries.

Tahoe and each of its subsidiaries has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Authority when required by Law to do so.

There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any Claim with respect to Taxes for, or the period for the collection or assessment or reassessment of, Taxes due from Tahoe or any of its subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.

Tahoe and each of its subsidiaries has made available to Tahoe true and complete copies of all Returns, examination reports and statements of deficiencies for taxable periods, or transactions consummated, for which the applicable statutory periods of limitations have not expired.

There are no circumstances existing which could result in the application of Section 78 or Sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial Law, to Tahoe or any of its subsidiaries. Except in the ordinary course of business no member of the Tahoe Group has made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Returns that has effect for any period ending after the date hereof.

Tahoe is not a non-resident of Canada within the meaning of the Tax Act. Each of Tahoe’s subsidiaries is a non-resident of Canada within the meaning of the Tax Act.

No member of the Tahoe Group has claimed any reserves in computing its income for purposes of the Tax Act or for purposes of any equivalent foreign Tax Law applying to or any of its subsidiaries.

No member of the Tahoe Group is a party to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation.

Each of Tahoe and its subsidiaries has in a reasonable and timely manner, documented its transfer pricing methodologies in compliance with Section 247 of the Tax Act. Records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act have been made and obtained by

To the knowledge of Tahoe, no circumstances exist or could reasonably be expected to arise as a result of matters existing before the date hereof that may result in Tahoe or any of its subsidiaries being subject to the application of section 160 of the Tax Act.

For the purpose of this Agreement a “Tahoe Material Contract” shall mean any Contract of Tahoe that is disclosed in Section 3.2(aa) of the Tahoe Disclosure Letter.

Except as disclosed in Section 3.2(aa) of the Tahoe Disclosure Letter, Tahoe and its subsidiaries have performed all respective obligations required to be performed by them to date under the Tahoe Material Contracts. Neither Tahoe nor any of its subsidiaries is in breach or default under any Tahoe Material Contract to which it is a party or bound, nor does Tahoe have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. Neither Tahoe nor any of its subsidiaries knows of, or has received written notice of, any breach or default under (nor, to the knowledge of Tahoe, does there exist any condition which, with the passage of time or the giving of notice or both, would result in such a breach or default under) any such Tahoe Material Contract by any other party thereto. All Tahoe Material Contracts (i) are legal, valid, binding and in full force and effect and are enforceable by Tahoe (or its subsidiary) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity); (ii) are the product of fair and arms’ length negotiations between the parties thereto; and (iii) except as disclosed in Section 3.2(aa) of the Tahoe Disclosure Letter, do not, by their terms, require the consent of any parties thereto to the Arrangement.

In accordance with Section 3.2(aa) of the Tahoe Disclosure Letter and other than the Tahoe Material Contracts, there are no Contracts to which any member of the Tahoe Group is a party or by which any of their assets, rights or properties are bound, that if terminated or modified, would have a Tahoe Material Adverse Effect.

the operations of each member of the Tahoe Group have been conducted, and are now, in compliance with all Environmental Laws;

each member of the Tahoe Group is in possession of, and in compliance with, all Environmental Approvals that are required to own, occupy, lease and operate the Tahoe Real Property Interests and the Tahoe Mineral Rights and to conduct their respective business as they are now being conducted, including but not limited to, providing such guarantees and undertakings and issuing such bonds as may be required under any Environmental Law or by any Governmental Authority to secure the performance of any environmental obligations;

no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities (including, but not limited to, fines, compensation requests or administrative or judicial claims) presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Tahoe and its subsidiaries and there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;

neither Tahoe nor any of its subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any work, repairs, construction or expenditures;

none of Tahoe and its subsidiaries has received from any person or Governmental Authority any notice, formal or informal, of any Claim, liability or potential liability arising under any Environmental Law that is pending, or to the knowledge of Tahoe, threatened, against Tahoe or any of its subsidiaries;

except as disclosed in Section 3.2(bb) of the Tahoe Disclosure Letter, no Claims are currently pending or, to the knowledge of Tahoe, threatened against any of Tahoe and its subsidiaries alleging a breach of any Environmental Laws;

there are no changes in the status, terms or conditions of any Environmental Approvals held by Tahoe or any of its subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Authority of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Tahoe or any of its subsidiaries following the Effective Date;

neither the Tahoe Real Property Interests nor the Tahoe Mineral Rights have been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. Neither Tahoe or Tahoe’s subsidiaries nor any other person in control of the Tahoe Real Property Interests and the Tahoe Mineral Rights, has caused or permitted the release of any Hazardous Substances at, in, on, under or from any Tahoe Real Property Interest or Tahoe Mineral Right, except in material compliance with all Environmental Laws;

all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Tahoe Real Property Interests or the Tahoe Mineral Rights have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws;

there are no Hazardous Substances at, in, on, under or migrating from any Tahoe Real Property Interest or Tahoe Mineral Right, except in material compliance with all Environmental Laws;

Tahoe and its subsidiaries have made available to Rio Alto all audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters;

Tahoe and its subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws;

none of Tahoe or its subsidiaries have any obligations to indemnify, defend, hold harmless or compensate any person in relation to any Claims or liabilities suffered or incurred by such person arising out of any breach or alleged breach of any Environmental Laws, including but not limited to, the release or discharge of any Hazardous Substance.

Insurance.

Tahoe has in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development. All premiums payable prior to the date hereof under such policies of insurance have been paid and neither Tahoe nor any of its subsidiaries has failed to make a claim thereunder on a timely basis.

All insurance policies of Tahoe are listed in the Tahoe Disclosure Letter and each of such policies and other forms of insurance is in full force and effect on the date hereof and Tahoe will use reasonable commercial efforts to keep them in full force and effect or renew them as appropriate through the Effective Date. No written (or, to the knowledge of Tahoe, other) notice of cancellation or termination has been received by Tahoe or any of its subsidiaries with respect to any such policy.

Books and Records. The corporate records and minute books of Tahoe and each of its subsidiaries have been maintained in accordance with all applicable Laws, and the minute books of Tahoe and its subsidiaries are complete and accurate. The corporate minute books for Tahoe and its subsidiaries contain minutes of all meetings and resolutions of the directors and securityholders. The financial books and records and accounts of Tahoe and its subsidiaries: (i) have been maintained in accordance with good business practices and in accordance with IFRS and with the accounting principles generally accepted in the country of domicile of each such entity, on a basis consistent with prior years; (ii) in the case of Tahoe’s subsidiaries, accurately and fairly reflect the transactions and dispositions of assets of Tahoe and its subsidiaries; and (iii) in the case of Tahoe’s subsidiaries, accurately and fairly reflect the basis for Tahoe’s consolidated financial statements.

Financial Advisors or Brokers. Except as disclosed in Section 3.2(ff) of the Tahoe Disclosure Letter, Tahoe has not incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder’s, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to Tahoe, other than with respect to the Financial Advisors to Tahoe. Tahoe has provided to Rio Alto correct and complete copies of the agreements under which the Financial Advisors to Tahoe have agreed to provide services to Tahoe.

Tahoe Board Approval. The Tahoe Board, at a meeting duly called and held, upon consultation with legal and financial advisors, has unanimously approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement and has unanimously resolved to recommend that the Tahoe Shareholders vote in favour of the Share Issuance Resolution. Each director, executive officer and principal shareholder of Tahoe intends to vote all Tahoe Shares held by him or her in favour of the Arrangement Resolution. and has agreed that the news release referred to in Section 2.1(b) may so state and that references to such intention may be made in the Circular and other documents relating to the Arrangement.

Data Room Information. All Tahoe Diligence Information provided is true and correct in all respects and does not contain any omissions as at its respective date as stated therein, or, if any Tahoe Diligence Information is undated, as of the date of its delivery to the data site for purposes of the transactions contemplated by this Agreement. None of the Tahoe Diligence Information has been amended except as provided in the Tahoe Diligence Information. Additionally, all information provided to Rio Alto in relation to the Rio Alto’s due diligence requests, including information not provided in the Tahoe Diligence Information, is true and correct in all respects and does not contain any omissions as at its respective date as stated therein and has not been amended except as provided to Rio Alto. Tahoe acknowledges that Rio Alto is relying on all information provided by Tahoe to them in entering into this Agreement.

Tahoe Shareholder Rights Plans. Other than the Tahoe Shareholder Rights Plan and the Tahoe Shareholders’ Agreement, Tahoe is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of Tahoe or any of its subsidiaries.

Arrangements with Securityholders. Other than the Tahoe Support Agreements and this Agreement, Tahoe does not have any agreement, arrangement or understanding (whether written or oral) with respect to Rio Alto or any of its securities, businesses or operations, with any shareholder of Rio Alto, any interested party of Rio Alto or any related party of any interested party of Rio Alto, or any joint actor with any such persons (and for this purpose, the terms “interested party”, “related party” and “joint actor” shall have the meaning ascribed to such terms in MI 61-101).

Relationships with Customers, Suppliers, Distributors and Sales Representatives. Tahoe has not received any written notice that any customer, supplier, service provider, distributor or sales representative intends to cancel, terminate or otherwise modify or not renew its relationship with Tahoe or any subsidiary, and, to the knowledge of Tahoe, no such action has been threatened.

United States Matters.

Tahoe is not incorporated in the United States, but the principal office of Tahoe is located in the State of Nevada in the United States.

Tahoe is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.

Tahoe is not registered and is not required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended.

Restrictions on Business Activities. Except as disclosed in Section 3.2(mm) of the Tahoe Disclosure Letter, there is no agreement, judgment, injunction, order or decree binding upon any member of the Tahoe Group that has or could reasonably

Internal Controls; Disclosure Controls. Management of Tahoe has designed a process of internal control over financial reporting (as such term is defined in NI 52-109 and Rule 13a-15(f) under the U.S. Exchange Act) for Tahoe providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and has otherwise complied with NI 52-109 and Rule 13a-15 under the U.S. Exchange Act. Since January 1, 2012, neither Tahoe nor any director, officer, employee, auditor, accountant or representative of Tahoe has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Tahoe or its internal accounting controls, including any complaint, allegation, assertion or claim that Tahoe has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Tahoe Board.

Fairness Opinion. The Tahoe Board has received the Tahoe Fairness Opinion in oral form from one of the Fairness Advisors, which opinion has not been modified, amended, qualified or withdrawn. A true and complete copy of the written Tahoe Fairness Opinion will be provided by Tahoe to Rio Alto promptly following delivery by one of the Financial Advisors to Tahoe.

Full Disclosure. The information and statements contained in this Agreement are true and correct and together with the Tahoe Disclosure Record and the Tahoe Disclosure Letter, constitute full, true and plain disclosure of all material facts relating to Tahoe and its subsidiaries on a consolidated basis, contain no misrepresentations.

Investment Canada Act. Tahoe is a not a non-Canadian within the meaning of the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.), as amended.

Peruvian Corporate Law. No Peruvian Corporate Rights of First Refusal or Peruvian Corporate Pre-Emptive Rights are triggered by the Arrangement.

Covenants of Rio Alto Regarding the Conduct of Business

the businesses of Rio Alto and its subsidiaries will be conducted only in the ordinary course of business and in accordance with the Rio Alto Budget, Rio Alto and its subsidiaries will comply with the terms of all Rio Alto Material Contracts and Rio Alto and its subsidiaries will use commercially reasonable efforts to maintain and preserve intact its business organizations, assets, properties, rights, goodwill and business relationships and keep available the services of its officers, employees and consultants as a group;

in addition, Rio Alto will fully cooperate and consult through meetings with Tahoe, as Tahoe may reasonably request, to allow Tahoe to monitor, and provide input with respect to the direction and control of, any activities relating to the operation and exploration of the Rio Alto Properties that may be permitted by Tahoe and will obtain the written consent of Tahoe prior to the public disclosure of exploration results or other technical information and prior to entering into any Contract with a value of $5,000,000 or greater with a term greater than one year;

Rio Alto will not, directly or indirectly, and shall cause each of its subsidiaries not to:

alter or amend the articles, charter, by-laws or other constating documents of Rio Alto or any of its subsidiaries;

split, divide, consolidate, combine or reclassify the Rio Alto Shares or any other securities of Rio Alto or any of its subsidiaries;

issue, grant, sell or pledge or authorize or agree to issue, grant, sell or pledge any Rio Alto Shares or other securities of Rio Alto or its subsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Rio Alto Shares or other securities of Rio Alto or its subsidiaries, other than the issuance of Rio Alto Shares issuable pursuant to the terms of Rio Alto Options, SGC Options and Rio Alto Warrants outstanding on the date hereof;

redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Rio Alto Shares or other securities or securities convertible into or exchangeable or exercisable for Rio Alto Shares or any such other securities or any shares or other securities of its subsidiaries;

amend the terms of any securities of Rio Alto or any of its subsidiaries;

adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Rio Alto or any of its subsidiaries;

reorganize, amalgamate or merge with any other person and will not cause or permit any of its subsidiaries to reorganize, amalgamate or merge with any other person;

create any subsidiary or enter into any Contracts or other arrangements regarding the control or management of the operations, or the appointment of governing bodies or enter into any Joint Ventures;

make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Rio Alto Disclosure Record, as required by applicable Laws or under IFRS; or

enter into, modify or terminate any Contract with respect to any of the foregoing;

Rio Alto will immediately notify Tahoe orally and then promptly notify Tahoe in writing of (i) any “material change” (as defined in the Securities Act) in relation to Rio Alto or its subsidiaries, (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Rio Alto Material Adverse Effect, (iii) any breach of this Agreement by Rio Alto, or (iv) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.3(b) would not be satisfied;

except as contemplated in the Rio Alto Budget, Rio Alto will not, and will not cause or permit any of its subsidiaries to, directly or indirectly, except in connection with this Agreement:

sell, pledge, lease, licence, dispose of or encumber any assets or properties of Rio Alto or any of its subsidiaries;

acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment by the

incur any expenses (except as contemplated in the Rio Alto Budget) or incur any indebtedness (including the making of any payments in respect thereof, including any premiums or penalties thereon or fees in respect thereof) or issue any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances;

pay, discharge or satisfy any claim, liability or obligation prior to the same being due, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Interim Financial Statements, or voluntarily waive, release, assign, settle or compromise any Proceeding;

engage in any new business, enterprise or other activity that is inconsistent with the existing businesses of Rio Alto in the manner such existing businesses generally have been carried on or (as disclosed in the Rio Alto Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement;

except as provided for in the Rio Alto Budget in respect of any Rio Alto Property, expend or commit to expend any amounts with respect to expenses for such Rio Alto Property; or

authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing;

Rio Alto will not, and will not cause or permit any of its subsidiaries to, directly or indirectly, except in the ordinary course of business:

terminate, fail to renew, cancel, waive, release, grant or transfer any rights of material value;

except in connection with matters otherwise permitted under this Section 4.1, enter into any Contract which would be a Rio Alto Material Contract if in existence on the date hereof, or terminate, cancel, extend, renew or amend, modify or change any Rio Alto Material Contract;

enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), or modify, amend or exercise any right to renew any lease or sublease of real property or acquire any interest in real property; or

enter into any Contract containing any provision restricting or triggered by the transactions contemplated herein;

Neither Rio Alto nor any of its subsidiaries will, except in the ordinary course of business or pursuant to any existing Contracts or employment, pension, supplemental pension, termination or compensation arrangements or policies or plans in effect on the date hereof, and except as is necessary to comply with applicable Laws:

grant to any officer, director, employee or consultant of Rio Alto or any of its subsidiaries an increase in compensation in any form;

grant any general salary increase, fee or pay any bonus or other material compensation to the directors, officers, employees or consultants of Rio Alto and its subsidiaries other than the payment of salaries, fees and benefits in the ordinary course of business as disclosed in Rio Alto Disclosure Letter;

take any action with respect to the grant or increase of any severance, change of control, retirement, retention or termination pay;

enter into or modify any employment or consulting agreement with any officer or director of Rio Alto or any of its subsidiaries;

terminate the employment or consulting arrangement of any senior management employees (including Rio Alto Senior Management), except for cause;

increase any benefits payable under its current severance or termination pay policies;

adopt or amend or make any contribution to or any award under the Rio Alto Option Plan or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors or senior officers or former directors or senior officers of Rio Alto or any of its subsidiaries; or

take any action to accelerate the time of payment of any compensation or benefits, amend or waive any performance or vesting criteria or accelerate vesting under the Rio Alto Option Plan;

neither Rio Alto nor its subsidiaries will make any loan to any officer, director, employee or consultant of Rio Alto or its subsidiaries;

Rio Alto will use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by Rio Alto, including directors’ and officers’ insurance, not to be cancelled or terminated and to prevent any of the coverage thereunder from lapsing, unless at the time of such termination, cancellation or lapse, replacement policies underwritten by insurance or re- insurance companies of nationally recognized standing having comparable deductions and providing coverage comparable to or greater than the coverage

neither Rio Alto nor any of its subsidiaries will make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses as now being conducted;

Rio Alto and each of its subsidiaries will (i) duly and timely file all Returns required to be filed by it on or after the date hereof and all such Returns will be true, complete and correct in all material respects and (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable except for any Taxes contested in good faith pursuant to applicable Laws, and Rio Alto will not (A) change its tax accounting methods, principles or practices, except insofar as may have been required by a change in IFRS or applicable Law, (B) settle, compromise or agree to the entry of judgment with respect to any action, claim or other Proceeding relating to Taxes, (other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Financial Statements) (C) enter into any tax sharing, tax allocation or tax indemnification agreement, (D) make a request for a tax ruling to any Governmental Authority, (E) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment or (F) take any action or enter into any transaction, other than a transaction contemplated by this Agreement, that could reasonably be expected to have the effect of reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Act otherwise available to Tahoe and its affiliates and its and their respective successors and assigns in respect of the non- depreciable capital properties owned by Rio Alto;

Rio Alto will not, and will not cause or permit any of its subsidiaries to, settle or compromise any action, claim or other Proceeding (i) brought against it for damages or providing for the grant of injunctive relief or other non-monetary remedy (“Litigation”) or (ii) brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Arrangement;

Rio Alto will not, and will not cause or permit any of its subsidiaries to, commence any Litigation (other than litigation in connection with the collection of accounts receivable, to enforce the terms of this Agreement or the Confidentiality Agreement, to enforce other obligations of Tahoe or as a result of litigation commenced against ▇▇▇ ▇▇▇▇);

▇▇▇ ▇▇▇▇ will not, and will not cause or permit any of its subsidiaries to, enter into or renew any Contract (i) containing (A) any limitation or restriction on the ability of Rio Alto or any of its subsidiaries or, following completion of the transactions contemplated hereby, the ability of Tahoe or any of its affiliates, to engage in any type of activity or business, (B) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of Rio Alto or its subsidiaries or, following consummation of the transactions contemplated hereby, all or any portion of the business of Tahoe or any of its affiliates, is or would be conducted or (C) any limit or restriction on the ability of Rio Alto or its subsidiaries or, following completion of the transactions contemplated hereby, the ability of Tahoe or any of its affiliates, to solicit customers or employees, or (ii) that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement;

Rio Alto will not, and will not cause or permit any of its subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by Rio Alto in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Rio Alto Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made; and

as is applicable, Rio Alto will not, and will not cause or permit any of its subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoing.

promptly, and in any event within five Business Days following the date of this Agreement, provide to Tahoe (if such agreement remains in effect and if providing a copy of such agreement is not prohibited by the terms of such agreement) a copy of each confidentiality and/or standstill agreement which has been entered into by Rio Alto and any third party pursuant to which confidential information of Rio Alto has been provided;

use its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by Rio Alto from other parties to any Rio Alto Material Contracts in order to complete the Arrangement;

use its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act;

defend all lawsuits or other legal, regulatory or other Proceedings against Rio Alto challenging or affecting this Agreement or the completion of the Arrangement; and

obtain the Rio Alto Shareholder Approval in accordance with the terms of this Agreement.

the businesses of Tahoe and its subsidiaries will be conducted only in the ordinary course of business, Tahoe and its subsidiaries will comply with the terms of all Tahoe Material Contracts and Tahoe and its subsidiaries will use commercially reasonable efforts to maintain and preserve intact its business organizations, assets, properties, rights, goodwill and business relationships and keep available the services of its officers, employees and consultants as a group;

Tahoe will not, directly or indirectly, and shall cause each of its subsidiaries not to:

alter or amend the articles, charter, by-laws or other constating documents of Tahoe or any of its subsidiaries;

split, divide, consolidate, combine or reclassify the Tahoe Shares or any other securities of Tahoe or any of its subsidiaries;

other than the grant and issuance of Tahoe deferred share awards and Tahoe Options in the ordinary course of Tahoe’s compensation program and Tahoe Shares on exercise thereof, issue, grant, sell or pledge or authorize or agree to issue, grant, sell or pledge any Tahoe Shares or other securities of Tahoe or its subsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Tahoe Shares or other securities of Tahoe or its subsidiaries, other than the issuance of Tahoe Shares issuable pursuant to the terms of Tahoe Deferred Share Awards, Tahoe Options and Tahoe Share Appreciation Rights outstanding on the date hereof;

redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Tahoe Shares or other securities or securities convertible into or exchangeable or exercisable for Tahoe Shares or any such other securities or any shares or other securities of its subsidiaries;

amend the terms of any securities of Tahoe or any of its subsidiaries;

adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Tahoe or any of its subsidiaries;

reorganize, amalgamate or merge with any other person and will not cause or permit any of its subsidiaries to reorganize, amalgamate or merge with any other person;

make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Tahoe Disclosure Record, as required by applicable Laws or under IFRS; or

enter into, modify or terminate any Contract with respect to any of the foregoing;

Tahoe will immediately notify Rio Alto orally and then promptly notify Rio Alto in writing of (i) any “material change” (as defined in the Securities Act) in relation to Tahoe or its subsidiaries, (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Tahoe Material Adverse Effect, (iii) any breach of this Agreement by Tahoe, or (iv) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.2(b) would not be satisfied;

Tahoe will not, and will not cause or permit any of its subsidiaries to, directly or indirectly, except in connection with this Agreement engage in any material new business, enterprise or other activity that is inconsistent with the existing businesses of Tahoe in the manner such existing businesses generally have been carried on or (as disclosed in the Tahoe Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement or authorize the foregoing, or enter into or modify any Contract to do the foregoing;

Tahoe will not, and will not cause or permit any of its subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by Tahoe in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Tahoe Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made; and

as is applicable, Tahoe will not, and will not cause or permit any of its subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoing.

cooperating with Rio Alto in connection with, and using its commercially reasonable efforts to assist Rio Alto in obtaining the waivers, consents and approvals referred to in Section 4.3(a)(ii), provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, Tahoe will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation;

using its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Authorities from Tahoe relating to the Arrangement required to be completed prior to the Effective Time;

using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by Tahoe from other parties to any Tahoe Material Contracts in order to complete the Arrangement;

defending all lawsuits or other legal, regulatory or other Proceedings against or relating to Tahoe challenging or affecting this Agreement or the completion of the Arrangement;

forthwith carrying out the terms of the Interim Order and Final Order to the extent applicable to it and taking all necessary actions to give effect to the transactions contemplated herein and the Plan of Arrangement;

apply for and use commercially reasonable efforts to obtain conditional approval or equivalent of the listing and posting for trading on the TSX and NYSE of the Consideration Shares, subject only to the satisfaction by Tahoe of customary listing conditions of the TSX and NYSE;

making joint elections with Eligible Holders in respect of the disposition of their Rio Alto Shares pursuant to Section 85 of the Tax Act (or any similar provision of any provincial tax legislation) in accordance with the procedures and within the time limits set out in the Plan of Arrangement. The agreed amount under such joint elections shall be determined by each Eligible Holder in his or her sole discretion within the limits set out in the Tax Act;

obtaining the Tahoe Shareholder Approval in accordance with the terms of this Agreement; and

using its commercially reasonable efforts to obtain a listing of the Tahoe Shares on the BVL following the completion of the Arrangement.

it will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 7 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, the Plan of Arrangement and applicable Laws and cooperate with the other Party in connection therewith, including using its commercially reasonable efforts to (i) obtain all approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement and (iv) cooperate with the other Party in connection with the performance by it of its obligations hereunder;

it will use commercially reasonable efforts not to take or cause to be taken any action which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement; and

it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as may be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement.

each Party shall use its commercially reasonable efforts to obtain all required Regulatory Approvals and shall cooperate with the other Party in connection with all Regulatory Approvals sought by the other Party;

each Party shall use commercially reasonable efforts to respond promptly to any request or notice from any Governmental Authority requiring that Party to supply additional information that is relevant to the review of the transactions contemplated by this Agreement in respect of obtaining or concluding the Regulatory Approvals sought by either Party, and each Party shall cooperate with the other Party and shall furnish to the other Party such information and assistance as a Party may reasonably request in connection with preparing any submission or responding to such request or notice from a Governmental Authority;

each Party shall permit the other Party an opportunity to review in advance any proposed substantive applications, notices, filings, submissions, undertakings, correspondence and communications (including responses to requests for information and inquiries from any Governmental Authority) in respect of obtaining or concluding all required Regulatory Approvals, and shall provide the other Party with a reasonable opportunity to comment thereon and agree to consider those comments in good faith, and each Party shall provide the other Party with any substantive applications, notices, filings, submissions, undertakings or other substantive correspondence provided to a Governmental Authority, or any substantive communications received from a Governmental Authority, in respect of obtaining or concluding the required Regulatory Approvals; and

each Party shall keep the other Party reasonably informed on a timely basis of the status of discussions relating to obtaining or concluding the required Regulatory Approvals sought by such Party and, for greater certainty, no Party shall participate in any substantive meeting (whether in person, by telephone or otherwise) with a Governmental Authority in respect of obtaining or concluding the required Regulatory Approvals unless it advises the other Party in advance and, to the extent permitted by such Governmental Authority, gives such other Party an opportunity to attend.

any Pre-Acquisition Reorganization shall not unreasonably interfere in Rio Alto’s material operations prior to the Effective Time;

any Pre-Acquisition Reorganization shall not require Rio Alto to contravene any applicable Laws, its organizational documents or any Rio Alto Material Contract; and

Rio Alto shall not be obligated to take any action that could result in any Taxes being imposed on, or any adverse Tax or other consequences to, any Rio Alto Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization.

make, initiate, solicit, promote, entertain or encourage (including by way of furnishing or affording access to information or any site visit), or take any other action that facilitates, directly or indirectly, any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal or that reasonably could be expected to lead to an Acquisition Proposal; or

participate, directly or indirectly, in any discussions or negotiations with, furnish information to, or otherwise co-operate in any way with, any person (other than Tahoe and its subsidiaries) regarding an Acquisition Proposal or that reasonably could be expected to lead to an Acquisition Proposal it being acknowledged and agreed to by Tahoe that the Rio Alto may communicate with any Person for the purposes of clarifying the terms of any proposal, advising such Person of the existence of this Agreement or advising such Person that their proposal does not constitute a Superior Proposal and is not reasonably expected to constitute or lead to a Superior Proposal; or

remain neutral with respect to, or agree to, approve or recommend, or propose publicly to agree to, approve or recommend any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period exceeding five Business Days after such Acquisition Proposal has been publicly announced shall be deemed to constitute a violation of this Section 5.1(a)(iii)); or

make or propose publicly to make a Change of Recommendation unless a Tahoe Material Adverse Effect has occurred, and in the opinion of the Rio

accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement effecting or related to any Acquisition Proposal or potential Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.1(c)); or

make any public announcement or take any other action inconsistent with, or that could reasonably be likely to be regarded as detracting from, the approval, recommendation or declaration of advisability of the Rio Alto Board of the transactions contemplated hereby.

Rio Alto has given written notice to Tahoe that it has received such Superior Proposal and that the Rio Alto Board has determined that (x) such Acquisition Proposal constitutes a Superior Proposal and (y) the Rio Alto Board intends to withdraw, modify, qualify or change in a manner adverse to Tahoe its approval or recommendation of the Arrangement (including the recommendation that the Rio Alto Shareholders vote in favour of the Arrangement Resolution), and/or enter into an Acquisition Agreement with respect to such Superior Proposal in each case promptly following the making of such determination, together with a summary of the material terms of any proposed Acquisition Agreement or other agreement relating to such Superior Proposal (together with a copy of such agreement and any ancillary agreements) to be executed with the person making such Superior Proposal, and, if applicable, a written notice from the Rio Alto Board regarding the value or range of values in financial terms that the Rio Alto Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered in the Superior Proposal;

a period of five full Business Days (such period being the “Superior Proposal Notice Period”) shall have elapsed from the date Tahoe received the notice from Rio Alto referred to in Section 5.1(f)(i) and, if applicable, the notice from the Rio Alto Board with respect to any non-cash consideration as contemplated in Section 5.1(f)(i), together with the summary of material terms and copies of agreements referred to therein. During the Superior Proposal Notice Period, Tahoe shall have the right, but not the obligation, to propose to amend the terms of this Agreement and the Arrangement;

Rio Alto did not breach any provision of this Section 5.1 in connection with the preparation or making of such Acquisition Proposal and Rio Alto has complied with the other terms of this Section 5.1(f);

the Rio Alto Board shall have determined in accordance with Section 5.1(g) that such Acquisition Proposal remains a Superior Proposal compared to the Arrangement as proposed to be amended by Tahoe;

Rio Alto concurrently terminates this Agreement pursuant to Section 6.1(d)(i); and

Rio Alto has previously, or concurrently will have, paid to Tahoe the Termination Fee.

“Termination Fee Event” means any of the following events:

an Acquisition Proposal shall have been made public or proposed publicly to Rio Alto or the Rio Alto Shareholders after the date hereof and prior to the Rio Alto Meeting, and

either Rio Alto or Tahoe shall have exercised its respective termination right under Section 6.1(b)(i) or Section 6.1(b)(ii), and

Rio Alto shall have (x) completed any Acquisition Proposal within twelve months after this Agreement is terminated or (y) entered into an Acquisition Agreement in respect of any Acquisition Proposal or the Rio Alto Board shall have recommended any Acquisition Proposal, in each case, within twelve months after this Agreement is terminated, which Acquisition Proposal in either case, as it may be modified or amended, is subsequently completed (whether before or after the expiry of such twelve-month period);

this Agreement shall have been terminated by Tahoe pursuant to Section 6.1(c)(i) or Section 6.1(c)(ii); or

this Agreement shall have been terminated by Tahoe pursuant to Section 6.1(c)(iii) or Section 6.1(c)(vi) and Rio Alto shall have (x) completed any Acquisition Proposal within twelve months after this Agreement is terminated or (y) entered into an Acquisition Agreement in respect of any Acquisition Proposal or the Rio Alto Board shall have recommended any Acquisition Proposal, in each case, within twelve months after this Agreement is terminated, which Acquisition Proposal in either case, as it may be modified or amended, is subsequently completed (whether before or after the expiry of such twelve month period); and

this Agreement shall have been terminated by Rio Alto pursuant to Section 6.1(d)(i).

Termination

if the Effective Time does not occur on or before the Outside Date, except that the right to terminate this Agreement under this Section 6.1(b)(i) shall not be available to any Party whose failure to fulfil any of its obligations or breach of any of its representations and warranties under this Agreement has

if the Rio Alto Meeting is held and the Arrangement Resolution is not approved by the Rio Alto Shareholders in accordance with applicable Laws and the Interim Order;

if any Law makes the completion of the Arrangement or the transactions contemplated by this Agreement illegal or otherwise prohibited, and such Law has become final and non-appealable, or

if the Share Issuance Resolution is not approved by the shareholders of Tahoe in accordance with either Section 2.3(b) or 2.3(c) and in accordance with applicable Laws.

either (A) the Rio Alto Board fails to publicly make a recommendation that the Rio Alto Shareholders vote in favour of the Arrangement Resolution as contemplated in Section 2.2(c), Section 2.5(c) and Section 5.1(i) or Rio Alto or the Rio Alto Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to Tahoe its approval or recommendation of the Arrangement (it being understood that publicly taking no position or a neutral position by Rio Alto and/or the Rio Alto Board with respect to an Acquisition Proposal for a period exceeding five Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) Tahoe requests that the Rio Alto Board reaffirm its recommendation that the Rio Alto Shareholders vote in favour of the Arrangement Resolution and the Rio Alto Board shall not have done so by the earlier of (x) the fifth Business Day following receipt of such request and (y) the Rio Alto Meeting (each of the foregoing a “Change of Recommendation”), (C) Rio Alto and/or the Rio Alto Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) Rio Alto enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) Rio Alto or the Rio Alto Board publicly proposes or announces its intention to do any of the foregoing;

Rio Alto breaches any of its material obligations or material covenants set forth in Section 5.1;

subject to compliance with Section 6.3, Rio Alto breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in

a Rio Alto Material Adverse Effect or any event, occurrence, circumstance or development that could reasonably be expected to be a Rio Alto Material Adverse Effect has occurred;

the Rio Alto delivers written notice as contemplated in Section 5.1(f)(i);

the Rio Alto Meeting has not occurred by April 30, 2015; or

the Rio Alto Board proposes to approve and authorize, or approves and authorizes Rio Alto to enter into, a definitive agreement providing for the implementation of a Superior Proposal prior to the Rio Alto Meeting in accordance with Section 5.1(f); or

the Rio Alto Board approves, and authorizes Rio Alto to enter into, a definitive agreement providing for the implementation of a Superior Proposal prior to the Rio Alto Meeting, subject to Rio Alto complying with the terms of Section 5.1 and payment of the Termination Fee and provided that the Rio Alto Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such definitive agreement constitutes a Superior Proposal; or

subject to compliance with Section 6.3, Tahoe breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied, provided, however, that Rio Alto is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied; or

a Tahoe Material Adverse Effect or any event, occurrence, circumstance or development that could reasonably be expected to be a Tahoe Material Adverse Effect has occurred.

the Arrangement Resolution will have been approved by the Rio Alto Shareholders at the Rio Alto Meeting in accordance with the Interim Order and applicable Laws;

the Tahoe Shareholder Approval shall have been received from the shareholders of Tahoe in accordance with either Section 2.3(b) or Section 2.3(f);

each of the Interim Order and Final Order will have been obtained in form and substance satisfactory to each of Rio Alto and Tahoe, each acting reasonably, and

the necessary conditional approvals or equivalent approvals, as the case may be, of the TSX and the NYSE will have been obtained for the listing of the Consideration Shares to be issued pursuant to the Arrangement;

no Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement;

the Consideration Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and pursuant to exemptions from applicable state securities Laws, provided, however, that Rio Alto shall be not entitled to the benefit of the conditions in this Section 7.1(f), and shall be deemed to have waived such condition in the event that Rio Alto fails to advise the Court prior to hearing in respect of the Interim Order that Tahoe intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 2.11 and the Final Order shall reflect such reliance; and

this Agreement shall not have been terminated in accordance with its terms.

Tahoe will have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date;

the representations and warranties of Tahoe in Section 3.2 will be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date) and except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties which individually or in the

Tahoe will have complied with its obligations under Section 2.10 and the Depositary shall have confirmed receipt of the Consideration Shares;

Rio Alto will have received a certificate of Tahoe signed by a senior officer of Tahoe and dated the Effective Date certifying that the conditions set out in Section 7.2(a), Section 7.2(b) and 7.2(f) have been satisfied, which certificate will cease to have any force and effect after the Effective Time;

Tahoe shall have delivered evidence satisfactory to Rio Alto, acting reasonably, of the approval of the listing and posting for trading on the TSX and NYSE of the Consideration Shares, subject only to the satisfaction of the customary listing conditions of the TSX or NYSE, as the case may be;

there shall not have occurred, prior to the date hereof a Tahoe Material Adverse Effect that has not been publicly disclosed or disclosed to Rio Alto in writing by Tahoe prior to the date hereof and, between the date hereof and the Effective Date, there has not occurred a Tahoe Material Adverse Effect or any event, occurrence, circumstance or development that would reasonably be expected to have a Tahoe Material Adverse Effect;

all waivers, consents, permits, approvals, releases, licences or authorizations under or pursuant to any Tahoe Material Contract which Tahoe has determined are necessary in connection with the completion of the Arrangement, will have been obtained on terms which are satisfactory to Tahoe, acting reasonably;

each of the principal shareholder of Tahoe, and the directors and officers of Tahoe shall have entered into a Tahoe Support Agreement (in form and substance satisfactory to Rio Alto) with Tahoe on the date of this Agreement, none of such Tahoe Support Agreements shall have been terminated and none of the principal shareholders of Tahoe, or the directors and officers of Tahoe shall have breached, in any material respect, any of the representations, warranties and covenants thereof.

Additional Conditions Precedent to the Obligations of Tahoe

Rio Alto will have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date;

the representations and warranties of Rio Alto in Section 3.1 will be true and correct (disregarding for this purpose all materiality or Rio Alto Material Adverse Effect qualifications contained therein) as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(r) (Mineral Rights) and 3.1(s) (Ownership)) which have not had and would not reasonably be expected to have, individually or in the aggregate, a Rio Alto Material Adverse Effect or prevent or significantly impede or materially delay the completion of the Arrangement, it being understood that it is a separate condition precedent to the obligations of Tahoe hereunder that the representations and warranties made by Rio Alto in Sections 3.1(g) (Capitalization), 3.1(r) (Mineral Rights) and 3.1(s) (Ownership) must be accurate in all respects when made and as of the Effective Date;

Tahoe will have received a certificate of Rio Alto signed by a senior officer of Rio Alto and dated the Effective Date certifying that the conditions set out in Section 7.3(a), Section 7.3(b), Section 7.3(d) and Section 7.3(e) have been satisfied, which certificate will cease to have any force and effect after the Effective Time;

Rio Alto Shareholders will not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Rio Alto Shareholders representing not more than 5% of the Rio Alto Shares then outstanding);

Tahoe shall have determined in its sole and absolute discretion, that there has not occurred, prior to the date hereof a Rio Alto Material Adverse Effect that has not been publicly disclosed or disclosed to Tahoe in writing by Rio Alto prior to the date hereof and, between the date hereof and the Effective Time, there has not occurred a Rio Alto Material Adverse Effect or any event, occurrence, circumstance or development that would reasonably be expected to have a Rio Alto Material Adverse Effect;

Rio Alto shall have provided Tahoe with a favourable title opinions in a form and substance satisfactory to Tahoe with respect to each of the Material Properties dated as of the Effective Date;

all waivers, consents, permits, approvals, releases, licences or authorizations under or pursuant to any Rio Alto Material Contract which Tahoe has determined are necessary in connection with the completion of the Arrangement, will have been obtained on terms which are satisfactory to Tahoe, acting reasonably;

the Plan of Arrangement shall not have been modified or amended in a manner adverse to Tahoe without Tahoe’s consent in its sole and absolute discretion;

there shall not be pending or threatened in writing any Proceeding by any Governmental Authority or any other person that is reasonably likely to result in any:

prohibition or restriction on the acquisition by Tahoe of any Rio Alto Shares or the completion of the Arrangement or any person obtaining from any of the Parties any material damages directly in connection with the Arrangement;

prohibition or material limit on the ownership by Tahoe of Rio Alto or any material portion of their respective businesses; or

imposition of limitations on the ability of Tahoe to acquire or hold, or exercise full rights of ownership of, any Rio Alto Shares, including the right to vote such Rio Alto Shares; and

each of the Supporting Rio Alto Shareholders shall have entered into a Rio Alto Support Agreement (in form and substance satisfactory to Tahoe) with Tahoe on the date of this Agreement, none of such Rio Alto Support Agreements shall have been terminated and none of the Supporting Rio Alto Shareholders shall have breached, in any material respect, any of the representations, warranties and covenants thereof.

Notices

if to Tahoe as follows:

if to Rio Alto:

change the time for performance of any of the obligations or acts of the Parties;

waive any inaccuracies or modify any representation, term or provision contained herein or in any document delivered pursuant hereto; or

waive compliance with or modify any of the conditions precedent referred to in Article 7 or any of the covenants herein contained or waive or modify performance of any of the obligations of the Parties,