NEWMONT MINING CORPORATION - and - FRONTEER GOLD INC. - and - PILOT GOLD INC. ARRANGEMENT AGREEMENT DATED FEBRUARY 3, 2011

Acquiror wishes to indirectly acquire all of the issued and outstanding common shares of Target;

Acquiror, Target and Spinco wish to propose an arrangement involving, among other things, a reorganization of the capital of Target, the distribution to Target Shareholders of 80.1% of the outstanding Spinco Shares and the indirect acquisition by Acquiror of all of the issued and outstanding common shares of Target in exchange for cash;

The Parties intend to carry out the transactions contemplated herein by way of an arrangement under the provisions of the Business Corporations Act (Ontario);

Acquiror has entered into lock up agreements with the directors and officers of Target and ▇▇▇▇ ▇▇▇▇▇▇▇▇, pursuant to which, among other things, such shareholders have agreed to vote in favour of the Arrangement Resolution all of the common shares of Target held by them, on the terms and subject to the conditions set forth in such agreements; and

The Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to such arrangement.

any acquisition or sale, direct or indirect, whether in a single transaction or a series of related transactions, of (a) the assets of Target and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Target and its subsidiaries taken as a whole; or (b) 20% or more of any voting or equity securities of Target or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Target and its subsidiaries;

any take-over bid, tender offer or exchange offer for any class of voting or equity securities of Target; or

any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Target or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Target and its subsidiaries;

a liability or obligation (other than any liability or obligation for Taxes) that, following the Effective Time, Target or any of its subsidiaries is legally obliged to pay but which was incurred or accrued prior to the Effective Time in respect of the Spinco Assets, the Target Exploration Properties (including the operations or activities in connection therewith); and

any liability or obligation for Tax which is payable to any Governmental Entity arising from, or in connection with:

the transfer of the Spinco Assets and Target Exploration Properties to, or the assumption of the Spinco Liabilities by, Spinco or any subsidiary of Spinco (which for greater certainty includes any step contemplated by Schedule B to the Target Disclosure Letter but does not include any liability for Taxes that arises as a result of a Pre-Acquisition Reorganization);

any transfer or distribution by any Transferred Subsidiary that is completed in connection with the transactions referred to in (i) above, on or prior to the Effective Date;

any transfer or distribution of the Spinco Assets and Target Exploration Properties or property substituted therefor that is completed in connection with the transactions referred to in (i) above, by any subsidiary of Target; or

the transfer or disposition of Spinco Shares to Target Shareholders, Acquiror Sub and/or Target Optionholders (excluding source deductions on any transfer to Target Optionholders); or

any liability or obligation for Tax which is payable but not yet paid or reflected in the reserves in the Target Financial Statements to any Governmental Entity and is imposed on, or is in respect of, the Spinco Assets, the Spinco Liabilities, any Transferred Subsidiary and/or the Target Exploration Properties for or in respect of any taxable period (or portion thereof) ending on or prior to the Effective Date,

did not result from a breach of Section 7.1 or Section 7.2 by Target or its Representatives;

relates to the acquisition of 100% of the outstanding Target Shares (other than Target Shares owned by the Person making the Acquisition Proposal together with its Affiliates) or all or substantially all of the consolidated assets of Target and its subsidiaries;

is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal;

is not subject, either by the terms of such Acquisition Proposal or by virtue of any applicable Law, rule or regulation of any stock exchange to any requirement that the approval of the shareholders of the Person making the Acquisition Proposal be obtained;

if it relates to the acquisition of outstanding Target Shares, is made available to all Target Shareholders on the same terms and conditions;

is not subject to a due diligence condition;

is not subject to any financing condition and in respect of which the Target Board has concluded, in good faith and after receiving the advice of its outside legal and financial advisors, there is a reasonable likelihood that any required financing has been obtained or will be obtained without undue delays; and

in respect of which the Target Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors, that

failure to recommend such Acquisition Proposal to the holders of Target Shares would be inconsistent with its fiduciary duties under applicable Law; and

having regard to all of its terms and conditions, such Acquisition Proposal, would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the holders of Target Shares from a financial point of view than the Arrangement (after taking into account any change to the Arrangement proposed by Acquiror pursuant to Section 7.3(b);

Target shall apply to the Court, in a manner acceptable to Acquiror, acting reasonably, pursuant to section 182 of the OBCA for the Interim Order and the Final Order as follows:

As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than February 28, 2011, Target shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things:

for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Target Meeting and the manner in which such notice is to be provided;

that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% of the votes cast on the Arrangement Resolution by Target Shareholders present in person or represented by proxy at the Target Meeting, together with the approval, if any, of Target Optionholders that Target determines, acting reasonably, is necessary, (the “Target Shareholder Approval”);

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

for the grant of the Dissent Rights to registered holders of Target Shares, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to Target by such Target Shareholders who wish to dissent at least two days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned;

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

that the Target Meeting may be adjourned or postponed from time to time by management of Target without the need for additional approval of the Court; and

that the record date for Target Shareholders entitled to notice of and to vote at the Target Meeting will not change in respect of any adjournment(s) or postponement(s) of the Target Meeting.

Target shall advise the Court that it is Acquiror’s intention to rely upon Section 3(a)(10) of the U.S. Securities Act in respect of the distribution of Spinco Shares to the Former Target Shareholders and Target Optionholders pursuant to the Arrangement.

Subject to obtaining the approvals contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, Target shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order.

Target agrees to convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s constating documents and applicable Laws as soon as reasonably practicable and in any event on or before April 4, 2011 and to not adjourn or postpone the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes), provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if the Target Board ultimately determines it to be a Superior Proposal, to observe and satisfy Acquiror’s Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the Target Meeting to a day not more than five Business Days following the expiry of the Acquiror’s Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a), Target shall not be permitted to change the record date for the Target Meeting.

Target will use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by Acquiror and at the Acquiror’s cost, by using proxy solicitation services designated by Acquiror. Target shall instruct Target’s transfer agent and any such proxy solicitation agents to report to Acquiror and its designated Representatives concurrently with their reports to Target, and to advise Acquiror as Acquiror may reasonably request, and on a daily basis on each of the last ten (10) Business Days prior to the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution.

Target will promptly advise Acquiror of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, any written communications sent by or on behalf of Target to any Target Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution.

Within five (5) days of execution of this Agreement and as soon as practical after the record date for the Target Meeting, Target will prepare or cause to be prepared by its transfer agent and provided to Acquiror a list of the holders of Target Shares and Target Options, and will deliver to Acquiror thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in electronic format if available from Target’s transfer agent.

Target shall prepare the Target Circular in compliance with the Interim Order and applicable Laws and file the Target Circular on a timely basis, and in any event on or before March 4, 2011, in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required. Without limiting the generality of the foregoing, Target shall, in consultation with Acquiror, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereof.

Target shall ensure that the Target Circular complies in all material respects with the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Target Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Acquiror and its affiliates) and shall provide Target Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Target Meeting. Subject to Sections 7.1 to 7.3, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s Target Shares (including any Target Shares issued upon the exercise of any Target Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements.

Acquiror will furnish to Target all such information regarding Acquiror and its affiliates as may be reasonably required by Target in the preparation of the Target Circular and other documents related thereto. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Target Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates not misleading in light of the circumstances in which it is disclosed. Acquiror shall also provide Target with any disclosure reasonably requested by Target to permit reliance upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares by Target pursuant to the Arrangement in exchange for Target Shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circular.

Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Target Circular, prior to the Target Circular being printed and mailed to Target Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by Acquiror and its counsel, provided that all information relating to Acquiror included in the Target Circular shall be in form and content satisfactory to Acquiror. Target shall provide Acquiror with a final copy of the Target Circular prior to mailing to the Target Shareholders.

Target and Acquiror shall each promptly notify each other if at any time before the Effective Date, it becomes aware (in the case of Target only with respect to Target and Spinco and in the case of Acquiror only with respect to Acquiror) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Target Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Target Circular to Target Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

Fairness Opinion and Directors’ Approvals. As of the date hereof:

RBC Capital Markets has delivered an oral opinion to the Target Board to the effect that as of the date of such opinion, subject to the assumptions and limitations set out therein, the consideration to be received under the Arrangement is fair from a financial point of view to the Target Shareholders; and

the Target Board, after consultation with its financial and legal advisors, has determined that the Arrangement is in the best interests of Target and is fair to the Target Shareholders and accordingly has resolved unanimously to recommend to the Target Shareholders that they vote in favour of the Arrangement Resolution. The Target Board has unanimously approved the Arrangement pursuant to the Plan of Arrangement and the execution and performance of this Agreement.

Organization and Qualification. Target and each of its Material Subsidiaries and, to the knowledge of Target, each of the Joint Venture Companies is a corporation duly incorporated, amalgamated, continued or created and validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or legal power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. A true and complete copy of the constating documents of Target, each of its Material Subsidiaries and, to the extent in the possession of Target, the Joint Venture Companies has been provided directly to Acquiror. Target and each of its Material Subsidiaries and, to the knowledge of Target, each of the Joint Venture Companies, is duly registered, licensed or otherwise authorized and qualified to do business and each is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary, except where the failure to be so registered or in good standing or to have such permits would not have a Material Adverse Effect on Target.

Authority Relative to this Agreement. Target has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Target as contemplated by this Agreement, and to perform its obligations hereunder and under such agreements and instruments. The execution and delivery of this Agreement by Target and the performance by Target of its obligations under this Agreement have been duly authorized by the Target Board and except for obtaining Target Shareholder Approval, the Interim Order and the Final Order in the manner contemplated herein, and providing the Director under the OBCA with articles of arrangement in prescribed form and any records, information or other documents required by him in connection with the Arrangement, no other corporate proceedings on its part are necessary to authorize this Agreement or the Arrangement, other than, with respect to the Circular and other matters relating thereto, the approval of the Target Board. This Agreement has been duly executed and delivered by Target, and constitutes a legal, valid and binding obligation of Target, enforceable against Target in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

No Violation. Neither the authorization, execution and delivery of this Agreement by Target nor the completion of the transactions contemplated by this Agreement or the Arrangement, nor the performance of its obligations thereunder, nor compliance by Target with any of the provisions hereof will:

result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of:

its or any Material Subsidiary’s or the Joint Venture Companies’ articles, charters or by-laws or other comparable organizational documents;

any material Permit or Material Contract to which Target, any of its Material Subsidiaries or any of the Joint Venture Companies is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Target or any of its Material Subsidiaries or any of the Joint Venture Companies is bound; or

except for the Key Regulatory Approvals, any Laws, regulation, order, judgment or decree applicable to Target, its Material Subsidiaries, or the Joint Venture Companies, or any of their respective properties or assets provided that the representations and warranties given in paragraphs (B) and (C) above in respect of the Joint Venture Companies are given to the knowledge of Target; or

give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitation under any note, bond, mortgage, indenture, Material Contract or material Permit to which Target, any of its Material Subsidiaries or any of the Joint Venture Companies is a party or in respect of any Target Exploration Property that is material to Spinco;

give rise to any termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available;

result in the imposition of any Lien upon any of the property or assets of Target, or a Material Subsidiary of Target, or to the knowledge of Target, any of the Joint Venture Companies, or restrict, hinder, impair or limit the ability of Target or a Material Subsidiary of Target or, to the knowledge of Target, any of the Joint Venture Companies to conduct the business of Target or a Material Subsidiary of Target or any of the Joint Venture Companies as and where it is now being conducted which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target; or

except as provided for in Section 5.6, result in any material payment (including retention, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Target or any of its Material Subsidiaries, or increase any benefit payable to such director, officer or employee by Target or any of its Material Subsidiaries, or result in the acceleration of the time of payment or vesting of any such benefits.

Capitalization. The authorized share capital of Target consists of an unlimited number of Target Shares. As of the close of business on February 2, 2011, there are issued and outstanding 151,106,620 Target Shares. As of the close of business on February 2, 2011, an aggregate of up to 12,685,383 Target Shares are issuable upon the exercise of Target Options. Except for the Target Options and the Plan of Arrangement, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Target of any securities of Target (including Target Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Target (including Target Shares) or subsidiaries of Target.

Since the close of business on February 2, 2011, no Target Shares have been issued other than pursuant to the terms of Target Options outstanding at that time, and no Target Options have been issued. All outstanding Target Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Target Shares issuable upon the exercise of Target Options in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of Target (including the Target Shares and the Target Options) have been issued in compliance with all applicable Laws and Securities Laws. Other than the Target Options, there are no securities of Target or of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the Target Shareholders on any matter and, further, no Target Option is exercisable for more than one Target Share. There are no outstanding contractual or other obligations of Target or any subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of any of its subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of Target or any of its subsidiaries having the right to vote with the holders of the outstanding Target Shares on any matters.

Ownership of Subsidiaries. Section 3.1(f) of the Target Disclosure Letter includes complete and accurate lists of all subsidiaries owned, directly or indirectly, by Target, each of which is wholly-owned except as otherwise noted on Section 3.1(f) of the Target Disclosure Letter. Except as disclosed in Section 3.1(f) of the Target Disclosure Letter, Target does not own any securities of any joint venture entity other than the Joint Venture Companies within the area of the Target Mining Properties. All of the issued and outstanding shares of capital stock and other ownership interests in the subsidiaries of Target and, to the knowledge of Target, Joint Venture Companies are duly authorized, validly issued, fully paid and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by Target are legally and beneficially owned free and clear of all Liens, and there are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the subsidiaries of Target or, to the knowledge of Target, the Joint Venture Companies. There are no contracts, commitments, agreements, understandings, arrangements or restrictions which require any subsidiaries of Target or, to the knowledge of Target, the Joint Venture Companies to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests.

Reporting Status and Securities Laws Matters. Target is a “reporting issuer” and not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws in each of the Provinces of Canada. Target and its subsidiaries and, to the knowledge of Target, each of the Joint Venture Companies, have been and are now in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non- compliance with any Securities Laws. The Target Shares are listed on, and Target is in compliance with the rules and policies of, the TSX and the NYSE Amex. Target is not subject to regulation by any other stock exchange. No delisting, suspension of trading in or cease trading order with respect to any securities of Target and, except as disclosed in the Target Disclosure Letter, to the knowledge of Target, no inquiry or investigation (formal or informal) of any Securities Authority (including, for purposes of this paragraph, any similar authority in the United States), the TSX or the NYSE Amex is in effect or ongoing or, to the knowledge of Target, expected to be implemented or undertaken.

Public Filings. Target has filed all documents required to be filed by it in accordance with applicable Securities Laws with the Securities Authorities, the TSX or the NYSE Amex. All such documents and information comprising the Target Public Disclosure Record, as of their respective dates (or, if amended, as of the date of such amendment), (1) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (2) complied in all material respects with the requirements of applicable Securities Laws, and any amendments to the Target Public Disclosure Record required to be made have been filed on a timely basis with the Securities Authorities, the TSX or the NYSE Amex. Target has not filed any confidential material change report with any Securities Authorities, the TSX or the NYSE Amex that at the date of this Agreement remains confidential.

Target Financial Statements. Target’s audited financial statements as at and for the fiscal years ended December 31, 2009 and 2008 (including the notes thereto) and related management’s discussion and analysis (“MD&A”) and Target’s consolidated financial statements as at and for the nine months ended September 30, 2010 (collectively, the “Target Financial Statements”) were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Target’s independent auditors, or (B) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly in all material respects the consolidated financial condition, results of operations, changes in financial position of Target and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. Target’s audited financial statements for the fiscal year ended December 31, 2010 will be filed as required pursuant to National Instrument 51- 101 “Continuous Disclosure Obligations” on or before March 31, 2011. There has been no material change in Target’s accounting policies, except as described in the notes to the Target Financial Statements, since September 30, 2010.

Internal Controls and Financial Reporting. Target has (i) designed disclosure controls and procedures to provide reasonable assurance that material information relating to Target, including its subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer of Target on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; (ii) designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (iii) has evaluated the effectiveness of Target’s disclosure controls and procedures and has disclosed in its MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of Target’s internal control over financial reporting and has disclosed in its MD&A its conclusions about the effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. Target has not failed to disclose any information regarding any event, circumstance or action taken or failed to be taken within the knowledge of Target as at the date of this Agreement which could reasonably be expected to have a Material Adverse Effect on Target. To the knowledge of Target, prior to the date of this Agreement:

there are no significant deficiencies in the design or operation of, or material weaknesses in, the internal controls over financial reporting of Target that could reasonably be expected to adversely affect Target’s ability to record, process, summarize and report financial information; and

there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of Target. Since January 1, 2008, Target has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of concern from employees of Target or any Target subsidiary regarding questionable accounting or auditing matters.

Books and Records. The financial books, records and accounts of Target and the Material Subsidiaries and, to the knowledge of Target, the Joint Venture Companies: (i) have been maintained in accordance with applicable Laws and GAAP on a basis consistent with prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions, acquisitions and dispositions of the assets of Target and its Material Subsidiaries; and (iii) accurately and fairly reflect the basis for Target Financial Statements.

Minute Books. Except as disclosed in the Target Disclosure Letter, the corporate minute books of each of Target and the Material Subsidiaries (excluding the corporate minute books of AuEx Ventures Inc. and its subsidiaries relating to the period prior to November 2, 2010) and, to the knowledge of Target, the corporate minute books of AuEx Ventures Inc. and its subsidiaries relating to the period prior to November 2, 2010 and the Joint Venture Companies contain minutes of all meetings and resolutions of their respective boards of directors and committees of such boards of directors or managers, as applicable, other than those portions of minutes of meetings reflecting discussions of the Arrangement, and shareholders or members, as applicable, held according to applicable Laws and are complete and accurate in all material respects.

No Undisclosed Liabilities. Except as disclosed in the Target Disclosure Letter, Target and its subsidiaries and, to the knowledge of Target, the Joint Venture Companies have no outstanding indebtedness, liability or obligation (including liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically disclosed in the Target Public Disclosure Record filed prior to the date of this Agreement, specifically identified in the Target Financial Statements, or incurred in the ordinary course of business since the date of the most recent financial statements of Target Financial Statements.

No Material Change. Since September 30, 2010, except as contemplated by this Agreement (including the internal reorganization implemented prior to and following the date of this Agreement to transfer all of the Target Exploration Properties and Spinco Assets to Spinco and relating to the assumption by Spinco of the Spinco Liabilities) or as disclosed in Section 3.1(n) of the Target Disclosure Letter:

each of Target and each subsidiary of Target and, to the knowledge of Target, the Joint Venture Companies has conducted its business only in the ordinary and regular course of business;

there has not occurred any event that constituted or with the passage of time would constitute a Material Adverse Effect in respect of Target and its subsidiaries taken as a whole;

the business and property of Target and its subsidiaries and, to the knowledge of Target, each of the Joint Venture Companies conform in all material respects to the description thereof contained in the Target Public Disclosure Record and there has not been any acquisition or sale by Target or any of its subsidiaries or, to the knowledge of Target, the Joint Venture Companies of any material property or assets;

other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Target or any of its subsidiaries or, to the knowledge of Target, the Joint Venture Companies of any debt for borrowed money, any creation or assumption by Target or any of its subsidiaries or, to the knowledge of Target, any of the Joint Venture Companies of any Lien or any making by Target or any of its subsidiaries or, to the knowledge of Target, any of the Joint Venture Companies of any loan, advance or capital contribution to or investment in any other Person;

there has been no dividend or distribution of any kind declared, paid or made by Target on any Target Shares;

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

there has not been any material increase in or modification of the compensation payable to or to become payable by Target or any of its subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including the granting of Target Options pursuant to the Target Stock Option Plans) made to, for or with any of such directors, officers, employees or consultants.

Litigation. Except as disclosed in Section 3.1(o) of the Target Disclosure Letter, there is no claim, action, suit, grievance, complaint, proceeding or investigation that has been commenced or, to the knowledge of Target, is threatened affecting Target, its Material Subsidiaries or, to the knowledge of Target, the Joint Venture Companies or affecting any of their respective property or assets at law or in equity before or by any Governmental Entity, including matters arising under Environmental Laws, which, individually or in the aggregate, if determined adversely to Target, its Material Subsidiaries or the Joint Venture Companies, as the case may be, has or could reasonably be expected to result in liability to Target or such Material Subsidiary or the Joint Venture Companies in excess of $500,000. Neither Target, any of its Material Subsidiaries nor, to the knowledge of Target, the Joint Venture Companies nor their respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree.

Taxes. Except as disclosed in Section 3.1(p) of the Target Disclosure Letter:

Target and each of its Material Subsidiaries has filed or caused or will cause to be filed on a timely basis all Returns required to be filed by applicable Law on or before the Effective Date. All such Returns are correct and complete in all material respects and have not been amended. Target and each of its Material Subsidiaries has timely paid all material Taxes that are due and payable by Target or its Material Subsidiaries, including all instalments on account of taxes for the current year that are due and payable by Target or its Material Subsidiaries whether or not assessed (or reassessed) by the appropriate Governmental Entity, and has, as applicable, timely remitted such Taxes to the appropriate Governmental Entity under applicable Law. Reserves and provisions for Taxes accrued but not yet due and payable on or before the Effective Date as reflected in the Target Financial Statements are adequate as of the date of the Target Financial Statements and are in accordance with GAAP. Except for Permitted Encumbrances, there are no liens for Taxes upon any of the assets or properties of Target or any of its Material Subsidiaries.

There is no material dispute or claim, including any audit, investigation or examination by any Governmental Entity, actual, pending or, to the knowledge of Target, threatened, concerning any Tax liability of Target or any of its Material Subsidiaries, no written notice of such an audit, investigation, examination, material dispute or claim has been received by Target or any of its Material Subsidiaries.

Neither Target nor any of its Material Subsidiaries has requested, or entered into any agreement or other arrangement, or executed any waiver providing for, any extension of time within which:

to file any Return (which has not since been filed) in respect of any Taxes for which any of Target or its Material Subsidiaries is or may be liable;

to file any elections, designations or similar filings relating to Taxes (which have not since been filed) for which any of Target or its Material Subsidiaries is or may be liable;

any of Target or its Material Subsidiaries is required to pay or remit any Taxes or amounts on account of Taxes (which have not since been paid or remitted); or

any Governmental Entity may assess or collect Taxes for which any of Target or its Material Subsidiaries is liable.

For U.S. federal income tax purposes, neither Target nor any of its Material Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a result of any:

change in method of accounting for a taxable period ending on or prior to the Effective Date;

“closing agreement” as described in U.S. Tax Code section 7121 executed on or prior to the Effective Date;

intercompany transactions or excess loss account described in treasury regulations under U.S. Tax Code section 1502;

instalment sale or open transaction disposition made on or prior to the Effective Date; or

prepaid amount received on or prior to the Effective Date.

Target and each of its Material Subsidiaries has duly and timely deducted, collected or withheld from any amount paid or credited by it to or for the account or benefit of any Person and has duly and timely remitted the same (or is properly holding for such remittance) to the appropriate Governmental Entity all Taxes and amounts it is required or permitted by applicable Law to so deduct or collect and remit.

Neither Target nor any of its Material Subsidiaries has acquired property or services from, or disposed of property or provided services to, any Person with whom it does not deal at arm’s length for an amount that is other than the fair market value of such property or services.

For all material transactions to which section 247 of the Tax Act is applicable between Target or any of its Material Subsidiaries resident in Canada and any Person who is not resident in Canada for purposes of the Tax Act with whom Target or any such Material Subsidiary was not dealing at arm’s length for purposes of the Tax Act, Target or such Material Subsidiary has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.

No claim has ever been made by any Governmental Entity in a jurisdiction where Target or any of its subsidiaries do not file Returns that Target or any of its subsidiaries is or may be subject to Taxes or is required to file Returns in that jurisdiction.

There are no rulings or closing agreements relating to Target nor any of its subsidiaries which could affect Target’s or any subsidiary’s liability for Taxes for any taxable period after the Effective Date. Neither Target nor any subsidiary has requested a private letter ruling from the US Internal Revenue Service or comparable rulings from other taxing authorities.

Neither Target nor any of its subsidiaries has any contractual liability for Taxes of any Person other than Target and its subsidiaries under U.S. Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a successor or transferee or otherwise.

Neither Target nor any of its subsidiaries has participated in a “listed transaction” within the meaning of U.S. Treasury Regulation section 1.6011 -4(b)(2) or in any other “reportable transaction” within the meaning of U.S. Treasury Regulation section 1.6011 -4(b)(1).

During the last three years, neither Target nor any of its Material Subsidiaries has been a party to any transaction (other than a transaction described in section 355(e)(2)(C) of the U.S. Tax Code) treated by the parties thereto as one to which section 355 of the U.S. Tax Code (or any similar provision of state, local, or foreign Law) applied.

There are no Tax credits, grants or similar amounts that are or will be subject to “clawback” or recapture as a result of the transactions contemplated by this Agreement or an act (or failure to act) by Target or any of its Material Subsidiaries to satisfy any requirement on which the credit, grant or similar amount is or was conditioned.

None of the assets of Target or its Material Subsidiaries is “tax-exempt use property” within the meaning of section 168(h) of the U.S. Tax Code and none of the property of Target or any of its Material Subsidiaries is properly treated as owned by persons other than Target or its Material Subsidiaries for tax purposes.

As a direct or indirect result of the transactions contemplated by this Agreement and the Plan of Arrangement, no payment or other benefit, and no acceleration of the vesting of any options, payments or other benefits, either (i) will be an “excess parachute payment” to a “disqualified individual” as those terms are defined in section 280G of the U.S. Tax Code and the U.S. Treasury Regulations thereunder, or (ii) will be (or under section 280G of the U.S. Tax Code and the U.S. Treasury Regulations thereunder be presumed to be) a “parachute payment” to a “disqualified individual” as those terms are defined in such provisions of the U.S. Tax Code and regulations, without regard to whether such payment or acceleration is reasonable compensation for personal services performed or to be performed in the future.

Neither Target nor any of its Material Subsidiaries has made or is obligated to make any payment that would not be deductible pursuant to section 162(m) of the U.S. Tax Code.

Each arrangement or plan relating to any employee or service provider of Target or any of its Material Subsidiaries that is subject to section 409A of the U.S. Tax Code has been operated in good faith compliance, in all material respects, with section 409A of the U.S. Tax Code.

For all taxable periods (and portions thereof) (i) none of the Material Subsidiaries has a “dual consolidated loss” within the meaning of section 1503(d)(2) of the U.S. Tax Code and applicable U.S. Treasury Regulations that is subject to disallowance pursuant to section 1503(d) of the U.S. Tax Code, (ii) each of the Material Subsidiaries has been and continues to be in compliance with all applicable U.S. Treasury Regulations that are required to be satisfied in order to prevent any “dual consolidated loss” from being disallowed pursuant to section 1503(d) of the U.S. Tax Code and applicable U.S. Treasury Regulations, and (iii) there has been no event or other occurrence that would require the recapture of any “dual consolidated loss” pursuant to section 1503(d) of the U.S. Tax Code and applicable U.S. Treasury Regulations. Neither Target nor any of its subsidiaries has made any election under Section 897(i) of the U.S. Tax Code to be treated as a domestic corporation.

None of Target or any of its subsidiaries has taken a reporting position on a Return, which reporting position (i) if not sustained would be reasonably likely to give rise to a penalty for substantial understatement of U.S. federal Income Tax under section 6662 of the U.S. Tax Code (or any similar provision of state, provincial, local or foreign Tax Law), and (ii) has not adequately been disclosed on such Return in accordance with section 6662(d)(2)(B) of the U.S. Tax Code (or any similar provision of state, provincial, local or foreign Tax law).

For the purposes of the Tax Act, the paid-up capital for the Target Shares is at least equal to $80 million.

Title to Joint Venture Companies. Target holds, directly or indirectly, a 49% interest in WP LLC, which interest is held free and clear of all Liens. WP LLC, together with its wholly-owned subsidiary, Pequop Exploration LLC, collectively own 100% of the mining claims and acres of private mineral lands commonly known as the “West Pequop Property”, which interests are, in each case, held free and clear of all Liens other than Permitted Encumbrances.

Property. Other than in respect of the Sandman Joint Venture for which no representation or warranty is made (with the exception of (i), (iii), (viii), (ix), (x) and (xiii) below for which such representations and warranties include representations and warranties with respect to the Sandman Joint Venture and Sandman Property) or as disclosed in Section 3.1(r) of the Target Disclosure Letter:

Target, its Material Subsidiaries and the Joint Venture Companies are the legal and/or beneficial owners of all right, title and interest in the Target Mining Properties, free and clear of any title defects, pursuant to valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, and none of Target, its Material Subsidiaries or, to the knowledge of Target, the Joint Venture Companies is in default of any of the material provisions of such documents, agreements and instruments nor has any such default been alleged.

The Target Mining Properties are the only mining concessions, unpatented claims, leases, licenses, permits or other rights that are required to conduct the activities of Target, its Material Subsidiaries or the Joint Venture Companies as currently conducted on the properties subject thereto.

The interests of Target, its Material Subsidiaries and the Joint Venture Companies in the Target Mining Properties are held free and clear of all Liens other than Permitted Encumbrances. Section 3.1(r) of the Target Disclosure Letter sets out an up to date, true description in all material respects of the interests of Target, its Material Subsidiaries and the Joint Venture Companies in each of the Target Mining Properties. True and complete copies of any agreement or document pursuant to which Target, any of its Material Subsidiaries or, to the knowledge of Target, the Joint Venture Companies holds its interest in such Target Mining Properties have been provided to Acquiror.

Applying customary standards in the mining industry, each of the Target Mining Properties has been properly recorded, and, to the knowledge of Target, located, in compliance with applicable Laws and comprises a valid and subsisting mineral claim, provided that the foregoing representation as it relates to the Joint Venture Companies is qualified by the knowledge of Target;

Each Target Mining Property is in good standing with the applicable Governmental Entities, except to the extent that not being in good standing would not, individually or in the aggregate, be materially adverse to such Target Mining Property, provided that the foregoing representation as it relates to the Joint Venture Companies is qualified by the knowledge of Target;

Any and all Taxes and other payments required to be paid by the date hereof in respect of the Target Mining Properties and all rental payments required to be paid by the date hereof in respect of the Target Mining Properties have been paid;

Any and all filings required to be filed by the date hereof in respect of the Target Mining Properties have been filed, provided that the foregoing representation and warranty as it relates to the Joint Venture Companies is qualified by the knowledge of Target;

Target, its Material Subsidiaries or the Joint Venture Companies have the exclusive right to deal with (A) the Target Mining Properties that are wholly-owned, and (B) their interests in the Target Mining Properties that are not wholly-owned;

There are no back-in rights, earn-in rights, rights of first refusal, royalty rights or similar provisions in respect of the Target Mining Properties, subject to the Sandman Joint Venture where the foregoing representation is restricted to Target’s interest in the Sandman Property;

Neither Target, any of its Material Subsidiaries nor, to the knowledge of Target, the Joint Venture Companies has received any notice, whether written or oral from any Governmental Entity or any Person with jurisdiction or applicable authority of any revocation or intention to revoke Target’s, any of its Material Subsidiaries’ or the Joint Venture Companies’ interests in the Target Mining Properties;

Target or one of its subsidiaries has the right, title, ownership and right to use all exploration information, data reports and studies including all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Target Mining Properties that is in the possession of Target or its subsidiaries or that Target has the right to obtain; and

All work and activities carried out on the Target Mining Properties by Target or any of its Material Subsidiaries or, to the knowledge of Target, by the Joint Venture Companies or any other Person appointed by Target, any of its Material Subsidiaries or the Joint Venture Companies have been carried out in all material respects in compliance with all applicable Laws, and neither Target, any of the Material Subsidiaries, nor, to the knowledge of Target, any of the Joint Venture Companies or any other Person, has received any notice of any material breach of any such applicable Laws.

To the knowledge of Target, there is no material information that Target has not disclosed to Acquiror relating to the Target Mining Properties.

Target’s right, title and interest in and to the Target Mining Properties is not subject to any adverse claims (including claims of aboriginal or indigenous title) and neither Target nor, to the knowledge of Target, any of the Joint Venture Companies, has received any notice of such actual or potential claims.

Personal Property. Except in respect of the Spinco Assets for which no representation or warranty is made:

Target and its subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, all personal property that is, individually or in the aggregate, material to the operation of Target’s business as currently conducted, free and clear of any Liens other than Permitted Encumbrances; and

the tangible personal property of Target and its subsidiaries is in good condition, repair and (where applicable) proper working order, having regard to its use and age and such assets have been properly maintained.

Mineral Resources. Except in respect of the Sandman Property for which no representation or warranty is made, the most recent estimated, measured, indicated and inferred mineral resources of Target disclosed in the Target Public Disclosure Record have been prepared and disclosed in accordance with prudent mining practices and in accordance with the requirements prescribed by National Instrument 43-101 – Standards of Disclosure for Mineral Projects and the companion policy thereto. Target has no information that would lead it to believe that the mineral resources as disclosed in the Target Public Disclosure Record are inaccurate in any material respect or that there are any outstanding unresolved comments of any Securities Authority in respect of the technical disclosure made in the Target Public Disclosure Record. To the knowledge of Target, there has been no material reduction in the aggregate amount of estimated mineral resources of Target and its Material Subsidiaries, from the amounts disclosed publicly by Target in the MD&A for the nine month period ended September 30, 2010.

Material Contracts. With respect to the Material Contracts of Target:

Section 3.1(u) of the Target Disclosure Letter includes a complete and accurate list of all Material Contracts to which Target or any of its Material Subsidiaries is a party and that are currently in force and Target has made available to Acquiror for inspection true and complete copies of all such Material Contracts.

Except as disclosed in Section 3.1(u) of the Target Disclosure Letter, all of the Material Contracts of Target and each of its Material Subsidiaries are in full force and effect, and Target or its Material Subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. Target and each of its Material Subsidiaries have not waived any rights under a Material Contract and no material default or breach exists in respect thereof on the part of Target or any of its Material Subsidiaries or, to the knowledge of Target, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts.

All of the Material Contracts of Target and each of its Material Subsidiaries are valid and binding obligations of Target or its Material Subsidiaries as the case may be, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

As at the date hereof, neither Target nor any of its Material Subsidiaries has received written notice that any party to a Material Contract of Target or any of its Material Subsidiaries intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of Target, no such action has been threatened.

Neither Target nor any of its Material Subsidiaries is a party to any Material Contract that contains any non-competition obligation or otherwise restricts in any material way the business of Target or any of its Material Subsidiaries.

Permits. Other than in respect of the Sandman Property for which no representation and warranty is made, and to the knowledge of Target in respect of the Joint Venture Companies:

Target, each of its Material Subsidiaries and the Joint Venture Companies have each obtained and is in material compliance with all material Permits required by applicable Laws, necessary to conduct its current business as now being conducted; and

there are no facts, events or circumstances that would reasonably be expected to result in a failure to obtain or failure to be in material compliance with such material Permits as are necessary to conduct the business of Target, each of its Material Subsidiaries and each of the Joint Venture Companies as it is currently being conducted as set forth in the Target Public Disclosure Documents.

Environmental Matters. Other than in respect of the Sandman Property for which no representation and warranty is made, and to the knowledge of Target in respect of the Joint Venture Companies, with respect to the Target Mining Properties:

Target and its Material Subsidiaries and, to the knowledge of Target, the Joint Venture Companies have, in all material respects, carried on their respective businesses and operations in compliance with all applicable Environmental Laws and all terms and conditions of all Environmental Permits;

neither Target nor any of its Material Subsidiaries nor any of the Joint Venture Companies has received any order, request or notice from any Person alleging a material violation of any Environmental Law;

each of Target and its Material Subsidiaries and, to the knowledge of Target, the Joint Venture Companies (A) is not a party to any litigation or administrative proceeding, nor is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, and (B) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws; and

is not involved in remediation operations and does not know of any facts, circumstances or conditions, including any Release of Hazardous Substance, that would reasonably be expected to result in any Environmental Liabilities.

Compliance with Laws. Target and each of its Material Subsidiaries and, to the knowledge of Target, each of the Joint Venture Companies, have complied with and are not in violation of any applicable Laws, other than non-compliance or violations which would not, individually or in the aggregate, have a Material Adverse Effect on Target and have not received any written notices or other correspondence from any Governmental Entity regarding any circumstances that have existed or currently exist which would lead to a loss, suspension, or modification of, or a refusal to issue, any material license, permit, authorization, approval, registration or consent of a Governmental Entity relating to its activities which would reasonably be expected to restrict, curtail, limit or adversely affect the ability of Target, its Material Subsidiaries or the Joint Venture Companies to operate their respective businesses in a manner which would have a Material Adverse Effect on Target.

Employment Matters.

Section 3.1(y) of the Target Disclosure Letter sets forth a complete list of all employees and consultants of Target and its Material Subsidiaries, together with their titles, salaries and bonus (whether monetary or otherwise), and a list of the directors and the terms of their compensation. No such employee is on long-term disability leave, extended absence or workers’ compensation leave.

Except as disclosed in Section 3.1(y) of the Target Disclosure Letter, neither Target nor any of its subsidiaries:

is a party to any written or oral agreement, arrangement, plan, obligation, policy or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director, officer or employee of Target or its subsidiaries (“Change of Control Payments”);

is a party to any collective bargaining agreement nor, to the knowledge of Target, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, or to the knowledge of Target, pending or threatened strikes or lockouts at Target or any of its subsidiaries; and

is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of Target, threatened, or any litigation, actual or, to the knowledge of Target, threatened, relating to its employees or independent contractors (including any termination of such individuals).

Target and its subsidiaries have been and are now in compliance, in all material respects, with all applicable Laws with respect to employment and labour and there are no current, or, to the knowledge of Target, pending or threatened proceedings before any Governmental Entity with respect to any of the areas listed herein.

Other than the Target Stock Option Plans, true and complete copies of which have been provided to Acquiror, neither Target nor any of its subsidiaries has, or is subject to any present or future obligation or liability under, any pension plan, deferred compensation plan, retirement income plan, stock option or stock purchase plan, profit sharing plan, bonus plan, employee benefit plan or policy, employee group insurance plan, program policy or practice, formal or informal, with respect to its employees.

Related Party Transactions. With the exception of any contracts related to Target Options, there are no Contracts or other transactions currently in place between Target or its Material Subsidiaries, on the one hand, and: (i) any officer or director of Target or its Material Subsidiaries; (ii) any holder of record or, to the knowledge of Target, beneficial owner of 10% or more of the Target Shares; and (iii) any affiliate or associate of any such, officer, director, holder of record or beneficial owner, on the other hand.

Expropriation. No part of the property or assets of Target or its Material Subsidiaries or, to the knowledge of Target, of the Joint Venture Companies has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given or commenced nor does Target or any of its Material Subsidiaries or, to the knowledge of Target, of the Joint Venture Companies know of any intent or proposal to give such notice or commence any such proceedings.

Registration Rights. No Target Shareholder has any right to compel Target to register or otherwise qualify the Target Shares (or any of them) for public sale or distribution.

Rights of Other Persons. Except in respect of Acquiror’s interest in the Sandman Joint Venture and as disclosed in Section 3.1(cc) of the Target Disclosure Letter, no Person has any right of first refusal or option to purchase or any other right of participation in any of the properties or assets owned by Target, its Material Subsidiaries or the Joint Venture Companies or any part thereof.

Restrictions on Business Activities. There is no arbitral award, judgment, injunction, constitutional ruling, order or decree binding upon Target or its Material Subsidiaries or, to the knowledge of Target, of the Joint Venture Companies that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing any business practice of any of them, any acquisition or disposition of property by any of them, or the conduct of the business by any of them as currently conducted, which could reasonably be expected to have a Material Adverse Effect on Target.

Brokers. Except as disclosed by Target to Acquiror, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Target, and the aggregate amount of such fees that may become payable in respect of all such arrangements is set out in Section 3.1(ee) to the Target Disclosure Letter.

Insurance. As of the date hereof, Target and each of its Material Subsidiaries have such policies of insurance as are listed in Section 3.1(ff) of the Target Disclosure Letter. All insurance maintained by Target or its Material Subsidiaries is in full force and effect and in good standing and is in amounts and in respect of such risks as are normal and usual for companies of similar size operating in the mining industry.

United States Investment Company Act. Target is not registered, and is not required to be registered, as an “investment company” under the United States Investment Company Act of 1940, as amended, or the rules and regulations promulgated thereunder.

Data Provided. To the knowledge of Target, the Confidential Information (as defined in the Confidentiality Agreement) provided by or on behalf of Target to Acquiror and its Representatives is true and accurate in all material respects.

Certain Business Practices. To the knowledge of Target, none of Target, any of its subsidiaries or any director, officer, agent or employee of Target or any of its subsidiaries (in their capacities as such) has:

used or agreed to use funds for contributions, gifts, entertainment or other purposes relating to political activity in violation of Law including the CFPOA or the FCPA; or

made or agreed to make any payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns in violation of Law, including the CFPOA or the FCPA.

Investment Canada Act. Target is not, and does not undertake, a “Canadian business” within the meaning of the Investment Canada Act (Canada).

United States Antitrust Matters.

Excluding (i) assets that are exempt under U.S. 16 C.F.R. § 802.2(c) and/or § 802.50(a), and (ii) minority equity interests in other companies:

(a) the fair market value of the assets currently held by Target that will be held by Target at the time of the Acquiror’s acquisition of Target shares in connection with the transactions set forth in this Agreement (after the Spinco restructuring) does not exceed U.S. $66.0 million; and (b) the fair market value of the assets currently held by Target that will be held by Spinco at the time of Acquiror’s secondary acquisition of the Spinco Shares then owned by Target in connection with the transactions set forth in this Agreement (after the Spinco restructuring) does not exceed U.S. $66.0 million; and

In the case of each company (other than Paladin Energy Ltd.) in which Target currently owns a minority equity interest and which minority equity interest will be owned by Target at the time of the Acquiror’s acquisition of Target Shares in connection with the transactions set forth in this Agreement (after the Spinco restructuring), the fair market value of such minority equity interest (excluding any options or warrants) in such company does not exceed U.S. $66.0 million.

Authority Relative to this Agreement. Acquiror has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Acquiror and the performance by Acquiror of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

Organization. Acquiror is a corporation duly incorporated, amalgamated, continued or created and validly existing under the Laws of its jurisdiction of incorporation, continuance or creation.

No Violations. Neither the authorization, execution and delivery of this Agreement by Acquiror nor the completion of the transactions contemplated by the Agreement or the Arrangement, nor the performance of its obligations thereunder, nor compliance by Acquiror with any of the provisions thereof will result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of (i) the articles of incorporation, by-laws or other constating documents of Acquiror, (ii) any Material Contract to which Acquiror is a party or to which Acquiror, or any of its properties or assets, may be subject or by which Acquiror is bound, or (iii) any Law, regulation, order, judgment or decree applicable to Acquiror or any of its properties or assets, except (A) for the Key Regulatory Approvals, and (B) in the case of (i), (ii) and (iii) above for such breaches, defaults, consents, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which would not individually or in the aggregate materially adversely affect Acquiror’s ability to perform its obligations under this Agreement.

Not a “foreign person”. Acquiror is not a “foreign person” for the purposes of the United States Defense Production Act of 1950, including as amended by the Foreign Investment and National Security Act of 2007.

Sufficient Funds. Acquiror or Acquiror Sub will have at the Effective Time sufficient cash on hand to consummate the Arrangement and the other transactions contemplated by this Agreement, including for the payment of the aggregate Consideration and the funding of the cash portion of the Option Consideration (as defined in the Plan of Arrangement), if any.

Sandman Property. To the knowledge of Acquiror, there is no:

material information, including drill data, in respect of the Sandman Joint Venture or the Sandman Property that Acquiror has not disclosed to Target; or

material change relating to the Sandman Property that Acquiror has not publicly disclosed.

For purposes of this Section 4.1(f), the reference to “the knowledge of Acquiror” means the actual collective knowledge, following due inquiry, of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in their capacities as Vice President, Corporate Development and Mine Geology Manager, Nevada Exploration, respectively, of Acquiror.

take any action except in the ordinary course of business of Target and its Material Subsidiaries nor provide any consent, waiver or approval to any of the Joint Venture Companies in respect of any action except in the ordinary course;

(i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of Target or any of its subsidiaries nor provide any consent, waiver or approval to any of the Joint Venture Companies in respect of such actions; (iii) issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any shares of Target or its subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other securities of Target or its subsidiaries, other than the issuance of Target Shares pursuant to the terms of the outstanding Target Options nor provide any consent, waiver or approval to any of the Joint Venture Companies in respect of such actions; (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of Target or any of its subsidiaries nor provide any consent, waiver or approval to any of the Joint Venture Companies in respect of such actions, (v) amend the terms of any of its securities nor provide any consent, waiver or approval in respect of such amendments to the terms of any securities of the Joint Venture Companies; (vi) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Target or any of its Material Subsidiaries nor provide any consent, waiver or approval to any of the Joint Venture Companies in respect of such actions; (vii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with GAAP; or (ix) enter into any agreement with respect to any of the foregoing;

(i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer, in whole or in part, any of its interest in the Sandman Joint Venture, any of the Joint Venture Companies or the Target Mining Properties; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, business, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person other than pursuant to a Contract in existence on the date hereof, a Spinco Permitted Contract or a Cash Call Payment; (iii) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation 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, capital contributions, investments or advances other than pursuant to a Contract in existence on the date hereof or a Spinco Permitted Contract; (iv) waive, release, grant or transfer any rights of material value; or (v) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

except in the ordinary course of business or as otherwise disclosed in Section 5.1(d) of the Target Disclosure Letter (i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer any assets, securities, properties, interests or businesses of Target or any of its subsidiaries; (ii) pay, discharge or satisfy any material liabilities or obligations other than pursuant to a Cash Call Payment; or (iii) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

other than as is necessary to comply with applicable Laws or as expressly provided in Section 5.3 or Section 5.6 of this Agreement: (i) grant to any officer, employee, consultant or director of Target or any of its subsidiaries an increase in compensation in any form, or grant any general salary increase; (ii) make any loan to any officer, employee, consultant or director of Target or any of its subsidiaries; (iii) take any action with respect to the grant of any severance, change of control, bonus or termination pay to, or enter into any employment agreement, deferred compensation or other similar agreement (or amend any such existing agreement) with, or hire (other than pursuant to a Spinco Permitted Contract), or terminate employment (except for just cause) of, any officer, employee, consultant or director of Target or any of its subsidiaries; (iv) increase any benefits payable under any existing severance or termination pay policies or employment agreements, or adopt or materially amend any 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, officers, employees, consultants or former directors, officers, employees or consultants of Target or any of its subsidiaries; (v) increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of Target or any of its subsidiaries; (vi) provide for accelerated vesting, removal of restrictions or an exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time; or (vii) establish, adopt or amend (except as required by applicable Law) any collective bargaining agreement or similar agreement;

settle, pay, discharge, satisfy, compromise, waive, assign or release (i) any material action, claim or proceeding brought against Target and/or any of its subsidiaries; or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Plan of Arrangement;

enter into any agreement or arrangement that limits or otherwise restricts in any material respect Target or any of its Material Subsidiaries or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect Target or any of its affiliates from competing in any manner;

waive, release or assign any material rights, claims or benefits of Target, any of its subsidiaries or the Joint Venture Companies;

(i) enter into any agreement that if entered into prior to the date hereof would be a Material Contract; (ii) modify or amend in any material respect, transfer or terminate any Material Contract, or waive, release or assign any material rights or claims thereto or thereunder; or (iii) enter into or modify any Contract or series of Contracts resulting in a new Contract or series of related new Contracts or enter into any modifications to an existing Contract or series of related existing Contracts outside of the ordinary course of business provided that Spinco will be entitled to enter into any contract, agreement, commitment or understanding that is a Spinco Permitted Contract;

change any method of Tax accounting, make or change any material Tax election (other than as disclosed in Section 5.1(j) of the Target Disclosure Letter), file any amended Tax return, settle or compromise any Tax liability, agree to an extension or waiver of the limitation period with respect to the assessment, reassessment or determination of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund;

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 Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits necessary to conduct its businesses as now conducted or as proposed to be conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for material Permits;

take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Target to consummate the Arrangement or the other transactions contemplated by this Agreement;

take any action or enter into any transaction that would preclude the Canadian tax “bump” rules from applying upon an amalgamation or winding-up of Target or any of Target’s Canadian subsidiaries (or their successors by amalgamation), in calculating the tax cost of capital property distributed to Acquiror under paragraphs 88(1)(c) and (d) of the Tax Act;

take any action that would prevent Acquiror from making an election pursuant to Section 338(g) of the U.S. Tax Code and, if applicable, similar elections under any applicable state or local laws, with respect to Target and any Non-U.S. Subsidiary; or

agree, resolve or commit to do any of the foregoing.

provide to Acquiror, at least two Business Days prior to the Effective Date, a statement of all intercompany payables that will be owing by Spinco or any of its subsidiaries to Target or any of the Material Subsidiaries immediately prior to the Effective Time;

subject to obtaining confirmation that insurance coverage is maintained as contemplated in Section 7.5, use commercially reasonable efforts to cause to be delivered to Acquiror on the Effective Date resignations, effective on the Effective Date or at such other time and in the manner requested by Acquiror, of the directors and officers of Target or its subsidiaries designated in writing by Acquiror, with a nominee of Acquiror to be appointed to the Target Board immediately after each such resignation;

use commercially reasonable efforts to assist Acquiror in obtaining the Key Regulatory Approvals and use commercially reasonable efforts to obtain any other required approvals from Governmental Entities relating to Target or any of its subsidiaries which are typically applied for by a target company and, in doing so, keep Acquiror informed as to the status of the proceedings related to obtaining such approvals, including providing Acquiror with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to Acquiror’s outside counsel on an “external counsel” basis), in order for Acquiror to provide its comments thereon, which shall be given due and reasonable consideration;

use commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any of the Material Contracts, including all Key Third Party Consents;

at the request of Acquiror, take all commercially reasonable steps to ensure that, on or prior to the Effective Date, the Target Exploration Properties and the Spinco Assets have been duly transferred to Spinco and Spinco has assumed all of the Spinco Liabilities in a manner satisfactory to the Acquiror, acting reasonably; provided that taking any such step does not itself result in, and would not reasonably be expected to result in, any Taxes being imposed on, or any adverse Tax on or being suffered by, the Target Optionholders or the Target Shareholders;

defend all lawsuits or other legal, regulatory or other proceedings against Target challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; and

allow representatives of Acquiror (including legal and financial advisors) to attend the Target Meeting.

Target shall deliver a written notice and election form to all holders of Target Options prior to the Effective Date advising such holders that the holders of Target Options may, notwithstanding any vesting or exercise provisions to which a Target Option might otherwise be subject (whether by contract, the conditions of a grant, applicable law or the terms of the Target Option Plans), elect to:

surrender Target Options to Target for cancellation pursuant to section 3(a)(ii)(A) of the Plan of Arrangement in exchange for payment of the Cash-Out Consideration (as defined in the Plan of Arrangement); or

exercise Target Options in order to participate in the Arrangement as holders of Target Shares, with such exercise being conditional on the closing of the Arrangement.

Target and Acquiror acknowledge that on the Effective Date, all Target Options will be (i) surrendered by the holder thereof to Target and cancelled in exchange as contemplated in Section 5.3(a)(i), (ii) exercised as contemplated in Section 5.3(a)(ii), or (iii) terminated in accordance with section 3(a)(ii)(D) of the Plan of Arrangement.

Target and Acquiror agree that Target will make the election described in subsection 110(1.1) of the Tax Act in respect of all Target Options acquired by Target under the Plan of Arrangement.

apply for and use commercially reasonable efforts to obtain all the Key Regulatory Approvals (including payment of any filing fees) and use commercially reasonable efforts to obtain any other required approvals from Governmental Entities relating to Acquiror or any of its subsidiaries which are typically applied for by an acquiror and, in doing so, keep Target reasonably informed as to the status of the proceedings related to obtaining the Key Regulatory Approvals, including providing Target with copies of all related applications and notifications in draft form (except that where such material is confidential, contains information relating to the valuation of the transactions herein, or is subject to privilege or immunity, it will in each case be provided (subject to applicable Laws) to Target’s outside counsel on an “external counsel” basis), in order for Target to provide its reasonable comments thereon; and

subject to the terms and conditions of this Agreement and of the Plan of Arrangement and applicable Laws and in compliance with Section 2.7, pay the aggregate Consideration to be paid pursuant to the Arrangement at the time provided herein.

it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Plan of Arrangement, including using commercially reasonable efforts to: (i) obtain all Key Regulatory Approvals required to be obtained by it; (ii) effect or make promptly all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of 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 Plan of Arrangement; and (iv) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder; in addition, subject to the terms and conditions of this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby;

it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, materially delay or materially impede the making or completion of the Plan of Arrangement except as permitted by this Agreement;

Target shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions as Acquiror may reasonably request (each, a “Pre-Acquisition Reorganization”) prior to or following the Effective Time, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that Target need not effect a Pre-Acquisition Reorganization which in the opinion of Target, acting reasonably: (i) would require Target to obtain the prior approval of the shareholders of Target in respect of such Pre-Acquisition Reorganization other than at the Target Meeting; or (ii) would impede or delay the consummation of the Arrangement by more than 20 Business Days. Without limiting the foregoing and other than as set forth in clause (ii) above, Target shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each Pre-Acquisition Reorganization, and Target shall cooperate with Acquiror in structuring, planning and implementing any such Pre-Acquisition Reorganization. Target shall also cooperate with Acquiror to the extent reasonable in the preparation and filing of any request for an advance income tax ruling or private letter ruling. Acquiror shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least 10 Business Days prior to the Effective Date. In addition:

Acquiror shall indemnify and save harmless Target and its subsidiaries’ respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre- Acquisition Reorganization or as a result of the reversal (where such reversal is determined by Target to be necessary, acting reasonably) of all or any of the Pre-Acquisition Reorganization steps in the event the Arrangement does not proceed (including actual out-of-pocket costs and expenses for filing fees and external counsel);

unless the Parties otherwise agree, any Pre-Acquisition Reorganization to be effected prior to the Effective Time shall not become effective unless Acquiror shall have confirmed in writing the satisfaction or waiver of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a) as it relates to the Pre-Acquisition Reorganization) proceed to effect the Arrangement;

any Pre-Acquisition Reorganization shall not require Target or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Contract;

Target and its subsidiaries shall not be obligated to take any action that has a material likelihood of resulting in any material adverse Tax or other consequences to any securityholder of Target or to Spinco or any subsidiary of Spinco; and

such cooperation does not require the directors, officers or employees of Target to take any action in any capacity other than as a director, officer or employee, as applicable.

Acquiror acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization requested by Acquiror shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Target hereunder has been breached. Acquiror and Target shall work cooperatively and use reasonable commercial efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty and without limiting the indemnity contained in Section 8.1, Target shall not be liable for any Taxes arising as a result of, or the failure of Acquiror to benefit from any anticipated tax efficiency as a result of, a Pre-Acquisition Reorganization.

For the avoidance of doubt, Target shall not be required pursuant to Section 8.1 to indemnify Acquiror for any Taxes which arise as a result of a Pre-Acquisition Reorganization.

Acquiror acknowledges and agrees that immediately prior to the Effective Time:

Target shall terminate the employment of the Designated Target Employees with such termination being conditional on the occurrence of the Effective Time;

in connection with the termination referred to in Section 5.6(a)(i) above, Target shall make all payments in a lump sum (less applicable statutory deductions) in respect of the Change of Control Payments set out in Section 3.1(y) of the Target Disclosure Letter. Acquiror and Target acknowledge and agree that completion of the Arrangement will be treated as triggering the Change of Control Payments; and

if the Effective Date occurs other than at the end of a regular pay period of the Target, Target shall pay to all Designated Target Employees all salary, bonus, vacation pay or other payments payable to them in the ordinary course of business in a manner consistent with past practice and their respective employment agreements, service contracts, and in accordance with applicable Laws or otherwise that have accrued in respect of that pay period and which remain unpaid on the day prior to the Effective Date.

Acquiror acknowledges and agrees that immediately prior to the Effective Time:

Target shall terminate the employment of any employees of Target and its subsidiaries that are not Designated Target Employees or Retained Employees with such termination being conditional on closing of the Arrangement and taking effect at the Effective Time; and

in connection with the termination referred to in Section 5.6(b)(i) above, Target shall pay in a lump sum (less any applicable statutory deductions) a severance payment to each such employee in an amount that is equal to the greater of (A) one month’s salary for each year of service (pro rated to actual length of service), and (B) such employee’s entitlements under applicable Law (as determined by Fronteer’s counsel, acting reasonably and in consultation with Acquiror’s external counsel) or contract; and

if the Effective Date occurs other than at the end of a regular pay period of the Target, Target shall pay to each employee referred to in Section 5.6(b)(i) all salary, bonus, vacation pay or other payments payable to them in the ordinary course of business in a manner consistent with past practice and, if applicable, their respective employment agreements, service contracts, and in accordance with applicable Laws or otherwise that have accrued in respect of that pay period and which remain unpaid on the day prior to the Effective Date.

The Parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, prior to the Effective Time, Acquiror shall be entitled to make an offer of employment to any employees of Target and its subsidiaries (including any employee that would, if such employee accepted Spinco’s offer of employment contemplated in Section 5.6(d), be a Spinco Employee) on such terms as Acquiror, in its sole discretion, determines are appropriate.

Spinco covenants and agrees that it shall make offers of employment to each of the Spinco Employees (other than the Designated Employees) on substantially the same or improved terms as currently enjoyed by such employees having regard to, among other things, title, responsibility, salary, benefits, bonus, vacation entitlement and location of employment.

Acquiror covenants in favour of Spinco that, from and after the Effective Time until the second anniversary of the Effective Date, it and its affiliates will not, without the express advance written approval of the board of directors of Spinco, acquire or propose to acquire or otherwise obtain or propose to obtain a right to acquire or to control any securities of Spinco that would result in Acquiror and its affiliates having a Pro Rata Interest in excess of 19.9%; provided that this Section 5.8(a) shall cease to apply in the event that Spinco (a) publicly announces its intention to agree to a merger, amalgamation, arrangement or direct or indirect sale of all or substantially all of the assets of Spinco and its subsidiaries, taken as a whole, or any similar transaction, with or to a person other than Acquiror, its affiliates or any person acting jointly or in concert with Acquiror or its affiliates in respect of such transaction (a “Third Party”) which, if consummated in accordance with its terms, would result in Persons who immediately prior to the consummation of such transaction were shareholders of Spinco holding less than 50% of the voting securities of the resulting or transferee corporation or entity, or (b) enters into an agreement with a Third party pursuant to which Spinco agrees to support and recommend a take-over bid by such Third Party (or an affiliate or agent of such Third Party).

If immediately following the Effective Time the Acquiror and its affiliates hold or are entitled to receive Spinco Shares and Spinco Convertible Securities that would result in Acquiror and its affiliates having a Pro Rata Interest in excess of 19.9%, it will, or will cause its affiliate to:

within 90 days of the date the Spinco Shares begin trading on the TSX or TSX Venture Exchange, as applicable (the “Required Sale Date”), sell in an orderly fashion such number of Spinco Shares and/or Spinco Convertible Securities (the “Excess Securities”) as would, after giving effect to the sale of such Excess Securities, reduce Acquiror’s and its affiliates’ Pro Rata Interest to an amount that is not in excess of 19.9%, provided that prior to making any block sale trades, Acquiror shall provide notice to Spinco that it or its affiliate intends to make a block sale trade at a specified price and if within five (5) Business Days of receiving such notice, Spinco identifies a buyer that is willing to purchase all but not less than all of such block of Excess Securities at a price that is at least equal to such specified price, Acquiror shall, or shall cause its affiliate to, sell such Excess Securities to the buyer identified by Spinco within such five Business Day period or such later time frame as Acquiror and such buyer may agree; and

if Acquiror and its affiliates have not sold the Excess Securities by the Required Sale Date, Acquiror shall be required to sell, or shall be required to cause its affiliate to sell such Excess Securities into the market or otherwise at the direction of Spinco at the lesser of the fair market value determined by the directors of Spinco under section 4(c) of the Plan of Arrangement and the current trading price of the Spinco Shares on the TSX or TSX Venture Exchange, as applicable.

If at any time after the Effective Time and prior to the second anniversary of the Effective Time, Spinco proposes to issue or sell Spinco Shares or Spinco Convertible Securities (“Additional Spinco Securities”) other than (i) under any stock option plan of Spinco, (ii) on the exercise, exchange or conversion of Spinco Convertible Securities, or (iii) for property other than money, Acquiror shall have the right to subscribe for and purchase (directly or through an affiliate) Additional Spinco Securities, at the price at which such Additional Spinco Securities are offered for sale to other purchasers, up to the lesser of 19.9% of the Additional Spinco Securities and its Pro Rata Interest, in each case, prior to giving effect to the issuance or sale of such Additional Spinco Securities (the “Maximum Additional Securities”).

If Spinco intends to authorize and/or issue Spinco Shares or Spinco Convertible Securities that give rise to Acquiror’s rights pursuant to Section 5.9(a), Spinco shall provide notice to Acquiror (the “Rights Notice”) no less than five (5) Business Days before the date on which Spinco intends to issue Spinco Shares or Spinco Convertible Securities giving rise to Acquiror’s rights pursuant to Section 5.9(a).

The Rights Notice shall provide the same information to Acquiror regarding the particulars of the issuance or sale of the Additional Securities as is provided to other Persons proposing to participate in the subscription for Additional Spinco Securities. Acquiror shall give notice (an “Acceptance Notice”) to Spinco no later than 4:00 p.m. (Mountain time) on the fifth Business Day following the receipt of any Rights Notice setting out the number of Additional Securities, if any, up to the Maximum Additional Securities which Acquiror intends to subscribe for and purchase. Following receipt of an Acceptance Notice, Acquiror shall be entitled to participate in the subscription for Additional Securities in the same manner as other Persons subscribing for Additional Securities and shall be entitled to subscribe for the number of Additional Securities specified in the Acceptance Notice under such subscription.

Spinco hereby agrees that neither it nor any of its subsidiaries will adopt a shareholder rights plan or similar plan or take any other action that is inconsistent with Acquiror’s rights under this Section 5.9 to maintain a 19.9% interest in Spinco until the second anniversary of the Effective Time.

the Arrangement Resolution shall have been approved and adopted by the Target Shareholders at the Target Meeting in accordance with the Interim Order;

the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Target and Acquiror, acting reasonably, on appeal or otherwise;

there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement;

Spinco Shares to be issued to the holders of Target Shares pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof;

the Key Regulatory Approvals shall have been obtained;

this Agreement shall not have been terminated pursuant to Article 10; and

the distribution of the Spinco Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control Persons or pursuant to section 2.6 of National Instrument 45-102).

(i) Spinco shall be validly existing under the laws of Canada and all of the issued and outstanding shares of capital stock and other ownership interests in Spinco shall be legally and beneficially owned, directly or indirectly, by Target free and clear of all Liens, (ii) Target shall, directly or indirectly, hold a number of whole Spinco Shares such that, after giving effect to the distribution of Spinco Shares contemplated in Section 3(a)(iii) and 3(a)(iv)(B) of the Plan of Arrangement (assuming that no Target Shares are exchanged pursuant to Section 3(a)(i) of the Plan of Arrangement), Target would hold 19.9% of the outstanding Spinco Shares, and (iii) Spinco and its subsidiaries shall have the Spinco Cash Amount in cash on a consolidated basis.

all covenants of Target under this Agreement to be performed on or before the Effective Time which have not been waived by Acquiror shall have been duly performed by Target in all material respects, and Acquiror shall have received a certificate of Target addressed to Acquiror and dated the Effective Date, signed on behalf of Target by a senior executive officer of Target (on Target’s behalf and without personal liability), confirming the same as at the Effective Time;

all representations and warranties of Target (i) set forth in Section 3.1(e) shall be true and correct in all respects as of the Effective Time as though made at and as of the Effective Time (except for those representations and warranties in Section 3.1(e) made as of a specified date, the accuracy of which shall be determined as of that specified date), and (ii) otherwise set forth in this Agreement shall be true and correct in all respects as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except, in the case of clause (ii), where any failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target; and Acquiror shall have received a certificate of Target addressed to Acquiror and dated the Effective Date, signed on behalf of Target by a senior executive officer of Target (on Target’s behalf and without personal liability), confirming the same as at the Effective Time;

since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) any Material Adverse Effect in respect of Target, and Target shall have provided to Acquiror a certificate of a senior executive officer of Target certifying the same as at the Effective Time;

holders of no more than 10% of the Target Shares shall have exercised Dissent Rights (and not withdrawn such exercise) and Acquiror shall have received a certificate of a senior executive officer of Target confirming the same as at the Effective Time; and

the Key Third Party Consents shall have been obtained.

all covenants of Acquiror under this Agreement to be performed on or before the Effective Time shall have been duly performed by Acquiror in all material respects, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer (on Acquiror’s behalf and without personal liability), confirming the same as at the Effective Time;

all representations and warranties of Acquiror set forth in this Agreement shall be true and correct in all respects as at the Effective Time as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to complete the Arrangement and the other transactions contemplated by this Agreement, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer of Acquiror (on Acquiror’s behalf and without personal liability), confirming the same as at the Effective Time; and

Acquiror shall have fully satisfied its obligations under Section 2.7.

cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Time.

On and after the date hereof until the date upon which this Agreement is terminated, and except as otherwise expressly provided in this Section 7.1, Target shall not, directly or indirectly, or through any of its Representatives, and shall cause its subsidiaries and their Representatives not to:

solicit, initiate, encourage or facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) any inquiries or proposals whatsoever which would constitute an Acquisition Proposal;

participate in any discussions or negotiations with any Person (other than Acquiror, any of its affiliates or its or their Representatives) regarding an Acquisition Proposal;

approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal;

accept or enter into or publicly propose to accept or enter into, any agreement, understanding or arrangement or other contract in respect of an Acquisition Proposal; or

make a Change in Recommendation, unless (A) it does not relate to an Acquisition Proposal and (B) in the opinion of the Target Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the Target Board is required to make a Change in Recommendation in order to comply with the fiduciary duties of such directors under applicable Law.

Except as otherwise provided in this Section 7.1, Target shall, and shall cause its subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons (other than Acquiror and its Representatives) conducted heretofore by Target, its subsidiaries or its or their Representatives with respect to any potential Acquisition Proposal and, in connection therewith, Target will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information (including all material including or incorporating or otherwise reflecting any material confidential information) regarding Target and its subsidiaries previously provided to any such Person or any other Person.

Notwithstanding Sections 7.1(a) and 7.1(b) and any other provision of this Agreement or of any other agreement between Acquiror and Target, if at any time following the date of this Agreement and prior to obtaining the Target Shareholder Approval of the Arrangement Resolution at the Target Meeting, Target receives a written Acquisition Proposal (that was not solicited after the date hereof in contravention of Section 7.1(a) and provided that Target is in compliance with Sections 7.1(b) and 7.1(a)), the Target Board may (directly or through its advisors or Representatives):

if it believes, acting in good faith, that the Acquisition Proposal could reasonably be a Superior Proposal, contact the Person(s) making such Acquisition Proposal and its advisors solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions thereto and likelihood of consummation so as to determine whether such proposal is, or is reasonably likely to be, a Superior Proposal; and

if, in the opinion of the Target Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the Acquisition Proposal constitutes or, if consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), would be a Superior Proposal, then, and only in such case, Target may:

furnish information with respect to Target and its subsidiaries to the Person making such Acquisition Proposal for a period of not more than 21 days; and/or

participate in discussions or negotiations with, the Person making such Acquisition Proposal; and/or

waive any standstill provision or agreement that would otherwise prohibit such person from making an Acquisition Proposal,

Target shall promptly notify Acquiror, at first orally and then in writing within 24 hours of receipt of any proposal, inquiry, offer or request received by Target or its Representatives after the date hereof (i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead to or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; or (iii) for non-public information relating to Target or its subsidiaries, access to properties, books and records or a list of the Target Shareholders. Such notice shall indicate the identity of the Person making such proposal, inquiry or request, include a copy of the Acquisition Proposal and include a copy of any other documentation received by Target or its Representatives and such other details of the Acquisition Proposal known to Target as Acquiror may reasonably request. Target shall keep Acquiror promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all reasonable inquiries by Acquiror with respect thereto and shall provide copies of any written documents or correspondence provided to Target relating to such Acquisition Proposal.

Subject to Section 7.3(a), at any time following the date of this Agreement and prior to obtaining Target Shareholder Approval, if Target receives an Acquisition Proposal which the Target Board concludes in good faith constitutes a Superior Proposal, the Target Board may, subject to compliance with the procedures set forth in Section 9.2 and Section 9.4, terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal.

Notwithstanding Section 7.1 and subject to compliance with Target’s obligations in Section 7.1 and Section 7.2, Target may enter into a definitive agreement (a “Proposed Agreement”) with any third party providing for an Acquisition Proposal, if such Acquisition Proposal is a Superior Proposal; provided that Target may do so only after Target has provided Acquiror with written notice that the Target Board has determined that it has received a Superior Proposal (a “Superior Proposal Notice”), which identifies the party making the Superior Proposal, specifies the cash amount that the Target Board has ascribed to any non- cash consideration being offered in the Superior Proposal, and provides Acquiror with a copy of any Proposed Agreement, in each case not less than five Business Days (the “Response Period”) prior to the proposed execution of such Proposed Agreement by Target. For purposes of this Agreement, the Response Period shall expire at 5:00 p.m. (Mountain time) on the fifth Business Day following the day on which the Superior Proposal Notice and Proposed Agreement was provided to Acquiror.

During the Response Period, Target acknowledges and agrees that Acquiror shall have the right, but not the obligation, to offer to amend the terms of the Agreement and the Plan of Arrangement (including increasing or modifying the consideration to be received by the Former Target Shareholders) in order to provide for terms at least equivalent to those provided for in the Superior Proposal. If Acquiror does so, then the Target Board shall review any such proposal by Acquiror to determine (acting in good faith and in accordance with its fiduciary duties) whether the Acquisition Proposal to which Acquiror is responding would continue to be a Superior Proposal when assessed against the amended Agreement and Plan of Arrangement as proposed by Acquiror. If the Target Board determines that the Acquisition Proposal would thereby cease to be a Superior Proposal, it will cause Target to enter into an amendment to this Agreement and the Plan of Arrangement reflecting the offer by Acquiror to amend the terms of the Agreement and Plan of Arrangement and will further agree not to enter into the applicable Proposed Agreement and not to withdraw, modify or change any recommendation regarding the Plan of Arrangement save and except to reaffirm its recommendation of the amended Plan of Arrangement.

If (i) Acquiror does not offer to amend the terms of the Agreement and Plan of Arrangement within the Response Period or (ii) the Target Board determines acting in good faith and in the proper discharge of its fiduciary duties (after consultation with its financial advisor and after receiving advice from its outside legal counsel) that the Acquisition Proposal would nonetheless remain a Superior Proposal with respect to Acquiror’s proposal to amend the Agreement and Plan of Arrangement, and therefore rejects Acquiror’s offer to amend the Plan of Arrangement and this Agreement, Target shall be entitled to terminate this Agreement pursuant to Section 9.2(d)(i) following the expiry of the Response Period and enter into the Proposed Agreement upon payment to Acquiror of the amount payable pursuant to Section 9.4.

Target acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement of Section 7.3 to initiate an additional five Business Day Response Period.

Nothing in this Agreement shall prevent the Target Board from responding through a directors’ circular or otherwise as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Acquiror and its advisors shall be given a reasonable opportunity to review and comment on the content of any directors’ circular prior to its printing and Target shall consider for inclusion all reasonable comments made by Acquiror and its advisors.

Target shall be entitled to purchase run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Date with the prior written consent of Acquiror, not to be unreasonably withheld, provided that the aggregate cost therefor does not exceed 200% of the annual premiums currently in effect. Acquiror shall cause Target to ensure that the articles and/or by-laws of Target and its subsidiaries (or their respective successors) shall contain the provisions with respect to indemnification set forth in Target’s or the applicable subsidiary’s current articles and/or by-laws, which provisions shall not, except to the extent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the Effective Date in any manner that would adversely affect any rights of indemnification of individuals who, immediately prior to the Effective Date, were directors or officers of Target or any of its subsidiaries.

Acquiror agrees that it shall directly honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of Target and its subsidiaries to the extent that they are disclosed in Section 7.5(b) of the Target Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Section 7.5(b) of the Target Disclosure Letter, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less than six years from the Effective Date.

The provisions of this Section 7.5 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, Target hereby confirms that it is acting as agent and trustee on their behalf. Furthermore, this Section 7.5 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

If any claim, proceeding, liability (including a liability for Tax) or other matter resulting from the occurrence of any of the events contemplated by Section 8.1 above (a “Claim”) is made against an Indemnified Party by a third party for which the Indemnified Party may be entitled to indemnification, the Indemnified Party shall give notice (an “Indemnity Notice”) to Spinco specifying the particulars of such Claim within 20 days after it receives notification of the Claim. Spinco shall have the right to participate in any negotiations or proceedings with respect to any such Claim. An Indemnified Party shall not settle or compromise any such Claim without the prior written consent of Spinco, unless Spinco has not, within 20 Business Days after the giving of the Indemnity Notice, given notice to the Indemnified Party that it wishes to dispute such Claim. If Spinco does give such a notice, it shall have the right to assume the defence of such Claim and to defend such Claim in the name of the Indemnified Party.

Notwithstanding Section 8.2(a):

if a Claim described in Section 8.2(a) includes or would reasonably be expected to include both a Claim for Taxes that are Indemnified Liabilities (an “Indemnified Tax Claim”) and a Claim for Taxes that are not Indemnified Liabilities (an “Unindemnified Tax Claim”), the Indemnified Party shall use reasonable commercial efforts to separate the defence of the Indemnified Tax Claim from the defence of the Unindemnified Tax Claim, and in the case of such separation Spinco shall have the rights provided in Section 8.2(a) in respect of the Indemnified Tax Claim only;

if the Indemnified Party is not able to separate the defence of the Indemnified Tax Claim from the defence of the Unindemnified Tax Claim:

the Indemnified Party shall have the right to assume the defence of both such Claims, including the right to settle either or both of such Claims;

the Indemnified Party shall act in good faith with a view to the merits in connection with the defence of the Indemnified Tax Claim; and

the Indemnified Party shall afford Spinco the opportunity to participate in the defence of the Indemnified Tax Claim, provide Spinco with notice and access to documentation and information as is reasonable in the circumstances, otherwise keep Spinco updated and informed, and consult with Spinco with respect to the defence of the Indemnified Tax Claim;

the Indemnified Party shall provide Spinco with notice of the resolution of any Indemnified Tax Claim within 20 days of such resolution;

without limiting in any respect the Indemnified Party’s right to settle any such Indemnified Claim in its absolute discretion, in the event that Spinco objects to a resolution of an Indemnified Tax Claim by delivering notice to the Indemnified Party within 20 days of receiving the notice set out in (iii), a neutral nationally recognized accountant (the “Tax Arbitrator”) that is mutually reasonably satisfactory to the parties shall determine the amount, if any, by which:

the amount of Tax for which the Indemnified Tax Claim was resolved; exceeds

the amount of Tax for which the Indemnified Tax Claim could reasonably have been expected to be resolved if it had been the only matter in dispute;

if the Tax Arbitrator determines that the amount specified in 8.2(b)(iv)(A) does not exceed the amount specified in 8.2(b)(iv)(B), Spinco shall be liable for:

pursuant to Section 8.1, the Indemnified Tax Claim based on the amount specified in Section 8.2(b)(iv)(A); and

all costs and expenditures in respect of the arbitration, including the Indemnified Party’s reasonable costs;

if the Tax Arbitrator determines that the amount specified in Section 8.2(b)(iv)(A) exceeds the amount specified in Section 8.2(b)(iv)(B)

pursuant to section 8.1, Spinco shall be liable for the Indemnified Tax Claim based on the amount specified in Section 8.2(b)(iv)(B); and

the Indemnified Party shall be liable for Spinco’s reasonable costs in respect of the arbitration.

For greater certainty, notwithstanding any other provision of this Agreement to the contrary, Acquiror shall be entitled to control in all respects any Tax proceedings relating to any consolidated, combined or unitary group that includes Acquiror or any of its subsidiaries, and the above provisions of this Section 8.2 shall not apply to any such Tax proceedings.

Until the fifth anniversary of the Effective Date, none of Spinco or its subsidiaries will, without Acquiror’s prior written consent, stake, lease or otherwise purchase or acquire or become entitled to acquire, directly or indirectly, alone or in concert with any other person, any interest whatsoever in any real property, land rights, surface rights, water rights or any mineral concessions, leases, claims or other form of mineral rights whatsoever, any part of which lies within the boundary of, or within five (5) miles of the perimeter of, any of the Target Mining Properties comprising the Long Canyon Property, the Sandman Property and the Northumberland Property, and if Spinco or any of its subsidiaries acquires any such interest, directly or indirectly, alone or in concert with any other person, in contravention of the foregoing, such Spinco party will notify Acquiror immediately and Spinco (or its subsidiary if applicable) will hold such interest in trust for Acquiror and promptly convey such interest to Acquiror at no cost.

Until the first anniversary of the Effective Date, none of Spinco or its subsidiaries will, without Acquiror’s prior written consent, stake, lease or otherwise purchase or acquire or become entitled to acquire, directly or indirectly, alone or in concert with any other person, any interest whatsoever in any real property, land rights, surface rights, water rights or any mineral concessions, leases, claims or other form of mineral rights whatsoever, any part of which lies within the boundary of, or within two (2) miles of the perimeter of, any of the Target Mining Properties (other than the Long Canyon Property, the Sandman Property or the Northumberland Property), and if Spinco or any of its subsidiaries acquires any such interest, directly or indirectly, alone or in concert with any other person, in contravention of the foregoing, such Spinco party will notify Acquiror immediately and Spinco (or its subsidiary if applicable) will hold such interest in trust for Acquiror and promptly convey such interest to Acquiror at no cost.

Spinco covenants and agrees that it shall, and shall cause its subsidiaries to, treat all exploration information, data, reports and studies including all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Target Mining Properties in the same way Spinco treats its own confidential information and shall use all commercially reasonable efforts to keep all such information confidential and shall not make or keep copies of such information or disclose any such information to anyone other than Acquiror or Acquiror’s Representatives without Acquiror’s prior written consent unless in the opinion of outside legal counsel it is required to do so by Law, except that the foregoing shall not apply to information that:

at the time of its disclosure is generally available in the public domain; or

enters the public domain and becomes generally available at any time after disclosure other than through a breach of the terms hereof by (A) Spinco, (B) any of its subsidiaries or (C) any of Spinco’s legal or financial advisors or consultants; or

consists of general geological, geophysical, geochemical, metallurgical or operational concepts, models or principles.

Spinco agrees that it will not, and will cause its subsidiaries and its and its subsidiaries’ respective Representatives to not, solicit, hire or engage the services of any Retained Employee, or persuade or attempt to persuade any Retained Employee to terminate his or her employment with Acquiror or its subsidiaries, provided that the foregoing restrictions shall not apply to general solicitations of employment not specifically directed at the employees of Acquiror or its subsidiaries nor to hiring employees of Acquiror or its subsidiaries as a result of such general solicitation; and

Acquiror agrees that it will not, and will cause its subsidiaries and its and its subsidiaries’ respective Representatives to not, solicit, hire or engage the services of any Spinco Employee, or persuade or attempt to persuade any Spinco Employee to terminate his or her employment with Spinco or its subsidiaries, provided that the foregoing restrictions shall not apply to general solicitations of employment not specifically directed at the employees of Spinco or its subsidiaries nor to hiring employees of Spinco or its subsidiaries as a result of such general solicitation.

by mutual written agreement of Target and Acquiror;

by either Target or Acquiror, if

the Effective Date shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 9.2(b)(i) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;

after the date hereof, there shall be enacted or made any applicable Law or there shall exist any injunction or court order that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Target or Acquiror from consummating the Arrangement and such applicable Law, injunction or court order shall have become final and non-appealable; or

the Arrangement Resolution shall have failed to obtain the Target Shareholder Approval at the Target Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order;

by Acquiror, if:

prior to obtaining the Target Shareholder Approval, the Target Board withdraws, amends or modifies, in a manner adverse to Acquiror, or fails to reaffirm its recommendation of the Arrangement within five Business Days (and in any case prior to the Target Meeting) after having been requested in writing by Acquiror to do so, including for greater certainty in the circumstances described in Section 7.1(a)(v) (a “Change in Recommendation”);

any of the conditions set forth in Section 6.1 or Section 6.2 has not been satisfied or waived by the Outside Date or such condition is incapable of being satisfied by the Outside Date provided that Acquiror is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1, Section 6.2 or Section 6.3 not to be satisfied;

subject to Section 6.5, Target breaches any representation or warranty of Target set forth in this Agreement which breach would, individually or in the aggregate, be reasonably expected to cause the condition in Section 6.2(b) not to be satisfied or Target breaches any covenant (with the exception of the covenants contained in Sections 7.1, 7.2 and 7.3) or material obligation made in this Agreement, in each case, in any material respect; provided that Acquiror is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1 or Section 6.3 not to be satisfied;

Target is in breach or in default of any of its obligations or covenants set forth in Sections 7.1, 7.2 and 7.3;

the Target Meeting has not occurred on or before May 6, 2011; provided that the right to terminate this Agreement pursuant to this Section 9.2(c)(v) shall not be available to Acquiror if the failure by Acquiror to fulfil any obligation hereunder is the cause of, or results in, the failure of the Target Meeting to occur on or before such date;

Target provides Acquiror with a Superior Proposal Notice; or

if there shall occur after the date hereof any change, effect, event, circumstance or fact that constitutes a Material Adverse Effect in respect of Target and its subsidiaries, taken as a whole; or

by Target, if:

Target, subject to and after complying with the terms of this Agreement including Section 7.3, proposes to enter into a Proposed Agreement with respect to a Superior Proposal; provided that concurrently with such termination, Target pays the Termination Fee payable pursuant to Section 9.4;

any of the conditions set forth in Section 6.1 or Section 6.3 has not been satisfied or waived by the Outside Date or such condition is incapable of being satisfied by the Outside Date, provided that Target is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1, Section 6.2 or Section 6.3 not to be satisfied; or

subject to Section 6.5, Acquiror breaches any representation or warranty of Acquiror set forth in this Agreement which breach would, individually or in the aggregate, be reasonably expected to cause the condition set forth in Section 6.3(b) not to be satisfied, or Acquiror breaches any covenant or material obligation in this Agreement, in each case, in any material respect; provided that Target is not then in breach of this Agreement so as to cause any of the conditions set forth in Section Section 6.1 or Section 6.2 not to be satisfied.

Acquiror shall be entitled to a fee of $85,000,000 (the “Termination Fee”) upon the occurrence of any of the following events (each a “Termination Fee Event”) which shall be paid by Target within the time specified in respect of each such Termination Fee Event:

The Agreement is terminated by Acquiror pursuant to Section 9.2(c)(i), 9.2(c)(iv), or Section 9.2(c)(vi) in which case the termination fee shall be paid on the first Business Day following such termination;

The Agreement is terminated by Target pursuant to Section 9.2(d)(i), in which case the Termination Fee shall be paid concurrent with such termination; or

The Agreement is terminated by Acquiror pursuant to Section 9.2(c)(iii) or Section 9.2(c)(v), by either Party pursuant to Section 9.2(b)(i) or Section 9.2(b)(iii) or by Target pursuant to Section 9.2(d)(ii) (in circumstances where Acquiror would also be entitled to terminate this Agreement pursuant to Section 9.2(c)(iii), Section 9.2(c)(v) or Section 9.2(b)(iii)), but only if, in the case of this Section 9.4(a)(iii), prior to the earlier of the termination of this Agreement or the holding of the Target Meeting, an Acquisition Proposal shall have been made to Target, or the intention to make an Acquisition Proposal with respect to Target shall have been publicly announced by any Person (other than Acquiror or any of its affiliates) and within twelve months following the date of such termination:

an Acquisition Proposal is consummated by Target; or

Target and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the Target Board approves or recommends, an Acquisition Proposal and at any time thereafter (whether or not within twelve months following the date of termination of this Agreement), such Acquisition Proposal is consummated;

in which case an amount equal to the Termination Fee less the Termination Expenses actually paid to Acquiror, if any, shall be payable within two Business Days following the closing of the applicable transaction referred to therein;

The Termination Fee shall be payable by Target to Acquiror by wire transfer in immediately available funds to an account specified by Acquiror.

Each of the Parties acknowledges that the agreements contained in this Section 9.4 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Termination Fee is a payment of liquidated damages which is a genuine pre-estimate of the damages which Acquiror will suffer or incur as a result of the cancellation and termination of all rights and obligations with respect to the indirect acquisition of Target by Acquiror, that such payments are not for lost profits or a penalty, and that no Party shall take any position inconsistent with the foregoing. Target irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Acquiror hereby acknowledges and agrees that, upon any termination of this Agreement under circumstances where Acquiror is entitled to the Termination Fee and such Termination Fee is paid in full to Acquiror, Acquiror shall be precluded from any other remedy against Target at law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Target or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby.

Nothing in this Section 9.4 shall relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of an intentional or wilful breach of this Agreement.

Nothing in this Section 9.4 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreements, without the necessity of posting bond or security in connection therewith.

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

waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of the Parties; and/or

waive compliance with or modify any mutual conditions precedent herein contained.

if to Target or Spinco:

Spinco or Acquiror identifies any Target Mining Properties which are held by Spinco or its subsidiaries; or

Acquiror or Spinco identifies any Target Exploration Properties, Spinco Assets or Spinco Liabilities which are held or payable, as applicable, by Target or any of its subsidiaries,

Definitions: In this Plan of Arrangement, unless the context otherwise requires, the following words and terms shall have the meaning hereinafter set out:

"Acquiror" means Newmont Mining Corporation, a corporation existing under the laws of the State of Delaware;

(ii)

"Acquiror Sub" means an unlimited liability company formed pursuant to the laws of British Columbia as an indirect, wholly-owned subsidiary of Acquiror;

"affiliate" has the meaning given to such term in the Arrangement Agreement;

"Arrangement Agreement" means the Arrangement Agreement dated February 3, 2011 to which this Plan of Arrangement is attached as Schedule A, as the same may be amended, varied or supplemented from time to time;

"Arrangement Resolution" means the special resolution of Target Shareholders approving the Arrangement;

"Business Day" means any day, other than a Saturday, Sunday or a statutory or civic holiday in Denver, Colorado, or Vancouver, British Columbia;

(viii)

"Cash-Out Consideration" in respect of a Target Option means the aggregate of (i) one Spinco Share and (ii) the amount by which $ 14.00 exceeds the aggregate of the strike price of the Target Option and any amounts required to be withheld from such payment under the Tax Act or other applicable statute; provided that if $ 14.00 is less than such aggregate amount, the Target Optionholder shall have paid the amount of such difference to Target prior to the Effective Time in order for such Target Option to be a Cashed-Out Option, and provided further that in respect of a Target Option that is exercisable for a fraction of a Target Share, references to $ 14.00 above, and the number of Spinco Shares, shall each be adjusted in proportion to the fraction of a Target Share into which such Target Option is exercisable; and provided further that if the aggregate number of Spinco Shares to which a Target Optionholder would otherwise be entitled would include a fractional Spinco Share, then the number of Spinco Shares that such Target Optionholder is entitled to receive will be rounded down to the next whole number and the Target Optionholder will not be entitled to any compensation in respect of such fractional Spinco Share;

(ix)

"Cashed-Out Option" means a Target Option which a Target Optionholder has elected in writing to surrender for payment of the Cash- Out Consideration;

(x)

"Court" means the Ontario Superior Court of Justice;

(xi)

"Class A Shares" means the Class A voting shares of Target which are to be created in accordance with this Plan of Arrangement and which shall be voting, redeemable and retractable at $ 14.00 per share and, if any Target Shares are transferred to Acquiror Sub pursuant to Section 3(a)(i) or Section 3(a)(iii) hereof, shall have a liquidation preference equal to $ 14.00 per share;

(xii)

"Depositary" means any trust company, bank or financial institution agreed to in writing between Acquiror and Target for the purpose of, among other things, receiving Letters of Transmittal and distributing certificates representing Spinco Shares in connection with the Arrangement;

(xiii)

"Dissenting Target Shareholder" means a registered Target Shareholder who has duly exercised a Dissent Right;

(xiv)

"Dissent Rights" shall have the meaning set out in Section 5(a) hereof;

(xv)

"Dissent Shares" means the Target Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

(xvi)

"Effective Date" means the date following the date upon which all of the conditions to completion of the Arrangement as set out in Sections 6.1, 6.2 and 6.3 of the Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement, all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably, and the filings required under Section 182 of the OBCA have been filed with the registrar of companies;

(xvii)

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as may be specified in writing by Acquiror Sub;

"Exercised Option" means a Target Option which a Target Optionholder has elected in writing prior to the Effective Date to exercise in accordance with the terms of the Plan and in respect of which the Target Optionholder has prior to the Effective Date paid to Target the aggregate of the strike price of such Target Option and the amount of all withholdings required to be made in connection with the exercise thereof, under the Tax Act or other applicable statute;

"Final Order" means the final order of the Court pursuant to Section 182 of the OBCA, after a hearing upon the fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

"Former Target Shareholder" means a Person who is a registered holder of Target Shares as shown on the share register of Target Shares immediately prior to the Effective Time;

"Governmental Entity" has the meaning given to such term in the Arrangement Agreement;

(xxiv)

"Lien" means any hypothec, mortgage, pledge, assignment, lien, charge, security interest, encumbrance or adverse right or claim, other third Person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

"OBCA" means the Business Corporations Act (Ontario) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"paid-up capital" has the meaning ascribed to such term for purposes of the Tax Act;

(xxvii)

"Person" means an individual, general partnership, limited partnership, corporation, company, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

"Spinco" means Pilot Gold Inc., a corporation existing under the laws of Canada;

"Spinco Share Consideration" means the undertaking of Acquiror Sub to deliver one Spinco Share (subject to adjustment for the consolidation provided for in Section 3(a)(v) hereof) in part payment of the purchase price of a Target Share within 3 business days of the Effective Date;

"Spinco Shares" means the common shares of Spinco;

"Target" means Fronteer Gold Inc., a corporation existing under the laws of Ontario;

"Target Meeting" means the special meeting of Target Shareholders, including any adjournment or postponement thereof, to be held for the purpose of, among other things, obtaining approval by Target Shareholders of the Arrangement Resolution;

"Target Options" means the outstanding options to purchase Target Shares granted under or otherwise subject to the Target Stock Option Plans;

"Target Optionholders" means the holders of Target Options;

"Target Shareholders" means the holders of Target Shares;

"Target Shares" means common shares in the capital of Target, as currently constituted;

"Target Stock Option Plans" means, collectively, (i) the Amended and Restated Stock Option Plan (2010) of Target dated March 25, 2010 and approved by the Target Shareholders on May 27, 2010, as amended, (ii) the acquisition stock option plan approved by the Target Board in August 2007 in connection with Target's acquisition of NewWest Gold Corporation, and (iii) the stock option plan of Aurora Energy Resources Inc. assumed by Target in connection with Target's acquisition of Aurora Energy Resources Inc.; and

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time.

Interpretation Not Affected by Headings. The headings contained in this Plan of Arrangement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. The terms "this Plan of Arrangement", "hereof', "herein", "hereto", "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular article, section, subsection, paragraph, subparagraph, clause or sub-clause hereof and include any agreement or instrument supplementary or ancillary hereto.

Date for any Action. If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Number and Gender. In this Plan of Arrangement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders and neuter.

Reference to Persons. A reference to a Person includes any successor to that Person. A reference to any statute includes all regulations made pursuant to such statute and the provisions of any statute or regulation which amends, supplements or supersedes any such statute or regulation.

Currency. Unless otherwise stated in this Plan of Arrangement, all references herein to amounts of money are expressed in lawful money of Canada.

This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement.

At the Effective Time, the Arrangement shall without any further authorization, act or formality on the part of the Court be binding upon Acquiror, Acquiror Sub, Target, Spinco, the Target Shareholders and the Target Optionholders.

The Arrangement. Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order (at five minute intervals) without any further act or formality:

Each Target Share held by a Dissenting Target Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to Acquiror Sub and thereupon each Dissenting Target Shareholder shall have the rights set out in Section 5;

Notwithstanding any vesting or exercise provisions to which a Target Option might otherwise be subject (whether by contract, the conditions of a grant, applicable law or the terms of the Target Option Plans) each Target Option issued and outstanding at the Effective Time will, without any further action by or on behalf of any holder of such Target Option, be deemed to be fully vested and:

each Cashed-Out Option shall be, and shall be deemed to be, transferred to Target, free and clear of all Liens, and each such Target Option shall be cancelled in exchange for the payment by Target of the Cash-Out Consideration (subject to applicable withholding) to the holder thereof;

each Exercised Option shall be, and shall be deemed to be, exercised by the holder thereof and Target shall issue one Target Share to the holder thereof;

with respect to each Target Option, the holder thereof will cease to be the holder of such Target Option, will cease to have any rights as a holder in respect of such Target Option or under the Target Option Plans, such holder's name will be removed from the register of Target Options, and all option agreements, grants and similar instruments relating thereto will be cancelled; and

the Target Option Plans will be terminated and all outstanding Target Options shall be cancelled for no consideration;

Each outstanding Target Share acquired on the exercise of a Target Option in the immediately preceding step (but, for greater certainty, not any other Target Share held by a person acquiring a Target Share in such step) will be transferred to, and acquired by Acquiror Sub, free and clear of all Liens, in exchange for (i) the sum of $ 14.00 in cash and (ii) the Spinco Share Consideration and, in respect to each Target Share:

each exercising Target Optionholder shall cease to be the holder of such Target Share so exchanged concurrently with the exchanges referred to in this Section 3(a)(iii) and such holder's name shall be removed from the central securities register of Target in respect of such share at such time; and

Acquiror Sub shall be deemed to be the holder of such Target Share (free and clear of any Lien) on the Effective Date and shall be entered in the central securities register of Target as the holder thereof;

The authorized share capital of Target will be reorganized as follows:

a new class of shares consisting of an unlimited number of Class A Shares shall be created, and the articles of Target shall be deemed to be amended accordingly;

each Target Share not held by Acquiror Sub will be exchanged with Target (without any action on the part of the holder of the Target Share) for one Class A Share and one (1) Spinco Share, and such Target Shares shall thereupon be cancelled;

each Former Target Shareholder (other than Dissenting Target Shareholders with respect to Dissent Shares) shall cease to be the holder of such Target Shares so exchanged and such holder's name shall be removed from the central securities register of Target in respect of such shares at such time;

each Former Target Shareholder (other than Dissenting Target Shareholders with respect to Dissent Shares) shall be deemed to be the holder of the Class A Shares and Spinco Shares (in each case, free and clear of any Lien) exchanged for the Target Shares on the Effective Date and shall be entered in the central securities register of Target or Spinco, as the case may be, as the holder thereof; and

the amount added to the stated capital account of Target in respect of the Class A Shares will be an amount equal to the paid-up capital of the Target Shares exchanged in Section 3(a)(iv)(B), less the aggregate fair market value of the Spinco Shares distributed on such exchange;

The Spinco Shares shall be consolidated on a four for one basis;

Each outstanding Class A Share will be transferred to, and acquired by Acquiror Sub, free and clear of all Liens, in exchange for the sum of $ 14.00 in cash and, in respect to each Class A Share:

each Former Target Shareholder shall cease to be the holder of such Class A Share so exchanged concurrently with the exchanges referred to in this Section 3(a)(vi) and such holder's name shall be removed from the central securities register of Target in respect of such share at such time; and

Acquiror Sub shall be deemed to be the holder of such Class A Share (free and clear of any Lien) on the Effective Date and shall be entered in the central securities register of Target as the holder thereof; and

The number of directors of Target shall be set at two (2) and the incumbent directors of Target shall be deemed to have resigned and shall be replaced by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;

Value of Spinco Shares. As soon as practical after the Effective Time, the directors of Spinco, acting reasonably, will determine the fair market value of a Spinco Share as at the Effective Time, and thereafter the fair market value as so determined shall be used for the purpose of determining the stated capital of the outstanding Class A Shares as contemplated in Section 3(a)(iv)(E) above.

No fractional Spinco Shares. Following the Effective Time, if the aggregate number of Spinco Shares to which an Target Shareholder or Target Optionholder would otherwise be entitled would include a fractional share, then the number of Spinco Shares that such Target Shareholder or Target Optionholder is entitled to receive shall be rounded down to the next whole number and no Target Shareholder or Target Optionholder will be entitled to any compensation in respect of such fractional Spinco Share.

Entitlement to Spinco Certificates and Cash Consideration.

At or prior to the Effective Date, Acquiror Sub shall deposit with the Depositary in accordance with the Arrangement Agreement, cash in an amount sufficient to pay the aggregate cash consideration to which the Former Target Shareholder are entitled to receive in accordance with Section 3 hereof.

Until such time as a Former Target Shareholder deposits with the Depositary a duly completed Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal and such other documents and instruments as the Depository or Acquiror Sub reasonably requires, the cash payment to which such Target Shareholder is entitled shall, subject to Section 4(a)(iii), in each case be delivered or paid to the Depositary to be held in trust for such Former Target Shareholder for delivery to the Former Target Shareholder, without interest and net of all applicable withholding and other taxes, if any, upon delivery of the Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal and such other documents and instruments as the Depository or Acquiror Sub reasonably requires.

Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more Target Shares other than certificates representing Dissent Shares, if applicable, a completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate or the deliverer of such Letter of Transmittal, as applicable, shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Former Target Shareholder following the Effective Time, certificates representing the Spinco Shares and a cheque for the cash consideration to which such Former Target Shareholder is entitled to receive in accordance with Section 3 hereof.

After the Effective Time and until surrender for cancellation as contemplated by Section 4(a)(iii) hereof, each certificate which immediately prior to the Effective Time represented one or more Target Shares shall be deemed at all times to represent only the right to receive in exchange therefor certificates representing the Spinco Shares and a cheque for any cash consideration to which the holder of such certificate is entitled to receive in accordance with Section 4(a)(iii) hereof.

Lost Certificates. In the event that any certificate which immediately prior to the Effective Time represented one or more Target Shares which were exchanged for Spinco Shares and any cash consideration in accordance with Section 3 hereof shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, certificates representing the Spinco Shares and the cheque for the cash consideration which such Former Target Shareholder is entitled to receive in accordance with Section 3 hereof.

When authorizing such delivery of certificates representing the Spinco Shares and the cheque for the cash consideration which such Former Target Shareholder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the Former Target Shareholder to whom certificates representing such Spinco Shares and the cheque for the cash consideration are to be delivered shall, as a condition precedent to the delivery of such Spinco Shares and cash consideration, give a bond satisfactory to Acquiror Sub, Spinco and the Depositary in such amount as Acquiror Sub, Spinco and the Depositary may direct, or otherwise indemnify Acquiror Sub, Spinco and the Depositary in a manner satisfactory to Acquiror Sub, Spinco and the Depositary, against any claim that may be made against Acquiror Sub, Spinco or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the by-laws of Target.

Termination of Rights. Any certificate formerly representing Target Shares that is not deposited with all other documents as provided in this Section 4 on or before the sixth anniversary of the Effective Date, shall cease to represent any claim or interest of any kind or nature against Acquiror, Acquiror Sub, Target, Spinco or the Depositary or any of their successors and shall be deemed to have been donated, surrendered and forfeited to Acquiror Sub for no consideration.

Dividends or other Distributions. Subject to applicable Law and to Section 4 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the Spinco Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Spinco Shares.

Withholding Rights. Acquiror, Acquiror Sub, Target, Spinco and the Depositary shall be entitled to deduct and withhold from all dividends, distributions, other payments or other consideration otherwise payable to any person such amounts as Acquiror, Acquiror Sub, Target, Spinco and the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the United States Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

(a)

Each registered Target Shareholder may exercise rights of dissent ("Dissent Rights") with respect to the Target Shares held by it pursuant to and in the manner set forth in the Interim Order. Dissenting Target Shareholders who:

are ultimately entitled to be paid by Acquiror Sub fair value for their Dissent Shares shall be deemed to have transferred such Dissent Shares (free and clear of any Liens) to Acquiror Sub in accordance with Section 3(a)(i); and

are ultimately not entitled, for any reason, to be paid by Acquiror Sub fair value for their Target Shares in respect of which they dissent, shall be deemed to have participated in the Arrangement in respect of those Target Shares on the same basis as a non-dissenting Target Shareholder and shall be entitled to receive only the Spinco Shares and cash consideration that such non-dissenting Target Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iv)(B) and 3(a)(vi) and, for greater certainty, will be considered to have exchanged such Target Shares for Class A Shares and Spinco Shares pursuant to, and at the same time as Target Shares were exchanged pursuant to Section 3(a)(iv)(B) and to have subsequently transferred such Class A Shares in exchange for cash pursuant to, and at the same time as Target Shares were transferred by Former Target Shareholders to Acquiror Sub pursuant to, Section 3(a)(vi).

In no event shall Acquiror Sub, Target or Spinco or any other person be required to recognize a Dissenting Target Shareholder as a registered or beneficial owner of Target Shares or any interest therein (other than the rights set out in this Section 5) at or after the Effective Time, and at the Effective Time the names of such Dissenting Target Shareholders shall be deleted from the central securities register of Target as at the Effective Time.

For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be entitled to exercise Dissent Rights with respect to Target Shares in respect of which a person has voted in favour of the Arrangement.

Acquiror, Target and Spinco reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that any amendment, modification or supplement must be contained in a written document which is filed with the Court and, if made following the Target Meeting, then: (i) approved by the Court, and (ii) if the Court directs, approved by the Target Shareholders and in any event communicated to them, and in either case in the manner required by the Court.

Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by Target and Acquiror, may be made at any time prior to or at the Target Meeting, with or without any other prior notice or communication and, if so proposed and accepted by the Persons voting at the Target Meeting (other than as may be required under the Interim Order) shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Target Meeting will be effective only if it is consented to by Target and Acquiror and, if required by the Court, by the Target Shareholders.

Any amendment, modification or supplement to this Plan of Arrangement may be made by Target and Acquiror without approval of the Target Shareholders provided that it concerns a matter which, in the reasonable opinion of Target and Acquiror is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Target Shareholders.

Notwithstanding the foregoing provisions of this Section6, no amendment, modification or supplement of this Plan of Arrangement may be made prior to the Effective Time except in accordance with the terms of the Arrangement Agreement.

the arrangement ("Arrangement" ) under Section 182 of the Business Corporations Act (Ontario), all as more particularly described and set forth in the plan of arrangement (as attached as Appendix "•" may be modified or amended, the "Plan of Arrangement" ) to the management information circular of Fronteer Gold Inc. (the "Company" ) dated •, 2011 (the "Circular" ), and all transactions contemplated thereby, be and are hereby authorized, approved and adopted;

the Plan of Arrangement be and is hereby authorized, approved and adopted;

the arrangement agreement dated February 3, 2011 between the Company and Newmont Mining Corporation, as may be amended from time to time (the "Arrangement Agreement" ), and all transactions contemplated therein, and the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder, be and are hereby confirmed, ratified, authorized and approved;

notwithstanding that this resolution has been duly passed (and the Arrangement approved and agreed) by the shareholders of the Company or that the Arrangement has been approved by the Ontario Superior Court of Justice, the directors of the Company be and are hereby authorized and empowered, without further notice to, or approval of, the shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and to revoke this resolution at any time prior to the Effective Time (as defined in the Arrangement Agreement); and

any director or officer of the Company is hereby authorized, for and on behalf of the Company, to execute, with or without the corporate seal and, if appropriate, deliver any and all other agreements, applications, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do, or cause to be done, any and all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement, the completion of the Arrangement and related transactions in accordance with the Arrangement Agreement and the matters authorized hereby, including, without limitation, (i) all actions required to be taken by or on behalf of the Company, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities and (ii) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by the Company, such determination to be conclusively evidenced by the execution and delivery of any such document, agreement or instrument, and the taking or doing of any such action."

To the extent Acquiror, acting reasonably, determines applicable, expiration or early termination of the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, to the extent applicable to the purchase of Target Shares as contemplated in this Agreement. Acquiror may make such determination by written notice to Target within seven (7) Business Days of the date of this Agreement, or such later date as Target and Acquiror may agree, failing which Acquiror will be deemed not to have made such a determination, in which case only paragraph 2 below will be a Key Regulatory Approval.

The issuance of an advance ruling certificate pursuant to section 102 of the Competition Act (Canada) in respect of the Arrangement (and such advance ruling certificate has not been rescinded prior to the Effective Time), or the expiration or termination of the waiting period under section 123 of the Competition Act (Canada) in accordance with the Competition Act (Canada) applicable to the Arrangement, or the obligation to give the requisite notice in respect of the Arrangement has been waived pursuant to paragraph 113(c) of the Competition Act (Canada). In the case of the expiration of the applicable waiting period under section 123 of the Competition Act (Canada) or the waiver of the merger notification obligations pursuant to paragraph 113(c) of the Competition Act (Canada), the Acquiror shall also have been advised in writing by the Commissioner of Competition that, in effect, such person does not have sufficient grounds at that time to apply to the Competition Tribunal under section 92 of the Competition Act (Canada) with respect to the transactions contemplated by the Arrangement and therefore the Commissioner of Competition, at that time, does not intend to make an application under section 92 of the Competition Act (Canada) in respect of the transactions contemplated by the Arrangement (a "no-action letter" ), and the form of and any terms and conditions attached to any such advice are acceptable to the Acquiror, acting reasonably, and such advice has not been rescinded prior to the Effective Time.

All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement. All references herein to the Arrangement Agreement or any portion thereof refer to the Arrangement Agreement as it may be amended or modified from time to time subsequent to the date hereof.

The Acquiror hereby covenants and irrevocably agrees that it shall not, without the prior written consent of the Holder: (a) impose additional conditions to completion of the Transaction; or (b) if the Holder holds Subject Shares, change the amount or form of Consideration (other than to increase the total consideration per Share or add additional consideration).

The Acquiror hereby covenants and irrevocably agrees with the Holder that from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 8 and (ii) the Effective Date, that Acquiror shall use all commercially reasonable efforts to consummate the Transaction in accordance with the terms and conditions of the Arrangement Agreement.

The Holder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 8 and (ii) the Effective Date:

not, directly or indirectly, through any of its officers, directors, employees, representatives or agents (i) solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers regarding any Acquisition Proposal, (ii) engage in any discussions or negotiations with any Person regarding any Acquisition Proposal, (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement or undertaking related to any Acquisition Proposal, (iv) provide any confidential information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate in any way with any effort or attempt by any other person or group to do or seek to do any of the foregoing (subject, in all cases, to Section 5.1 of this Agreement);

immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal;

not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, Subject Options, or any right or interest therein, to any person or group or agree to do any of the foregoing; provided that, the Holder may exercise the Subject Options in exchange for Shares (which shall thereafter be Subject Shares) in accordance with their terms;

except for proxies or voting instructions to vote, or cause to be voted, securities granted in accordance with this Agreement, not grant or agree to grant any proxy, power of attorney or other right to vote the Subject Shares or the Subject Options;

not take any other action of any kind which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Transaction; and

not do indirectly that which it may not do directly by the terms of this Article 3.

The Holder hereby covenants and irrevocably agrees from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article S and (ii) the date that is two years following the Effective Date, to not purchase or otherwise acquire, directly or indirectly, shares of the common stock of Newmont Mining Corporation, exchangeable shares of Newmont Mining Corporation of Canada Limited, debt of Newmont Mining Corporation or its affiliates, or any securities convertible or exchangeable into any such securities, or that derive their value, directly or indirectly, from any such securities.

If the Holder acquires any additional Shares or Target Options following the date hereof, the Holder acknowledges that such additional Target Shares and/or Target Options shall be deemed to be Subject Shares and Subject Options for purposes of this Agreement and the Holder shall abide by the terms of this Agreement in respect of such Shares and Target Options.

If the Holder owns, or has the power to control or direct the voting of, Subject Shares, the Holder hereby irrevocably and unconditionally covenants and agrees that from the date hereof until the earlier of (i) the Effective Date, and (ii) the termination of this Agreement:

the Holder shall vote or to cause to be voted the Subject Shares at the Target Meeting (or any adjournment or postponement thereof) in favour of the Transaction including, without limitation, the Arrangement Resolution and any other matter that could reasonably be expected to facilitate the Transaction;

the Holder shall vote or cause to be voted the Subject Shares against any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction at any meeting of the shareholders of the Company called for the purpose of considering same;

if the Holder is the holder of record of the Subject Shares, no later than five Business Days prior to the date of the Target Meeting, the Holder shall deliver or cause to be delivered to the Company, with a copy to Acquiror concurrently, a duly executed irrevocable proxy or proxies in respect of the Subject Shares directing the holder of such proxy or proxies to vote in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter that could reasonably be expected to facilitate the Transaction;

if the Holder is the beneficial owner of the Subject Shares, no later than 10 Business Days prior to the date of the Target Meeting, the Holder shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Shares (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with a copy to Acquiror concurrently, instructing that the Subject Shares be voted at the Target Meeting in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter that could reasonably be expected to facilitate the Transaction; and

such proxy or proxies in Section 4.1(c) shall name those individuals as may be designated by the Company in the Target Circular and shall not be revoked without the written consent of Acquiror.

For the avoidance of doubt, if the Holder is the beneficial owner but not the holder of record of the Subject Shares, the Holder will be deemed to satisfy its obligations under this Section 4.1 to vote or to cause to be voted the Subject Shares if he or she duly instructs that the Subject Shares be voted in the applicable manner.

If the Holder owns, or has the power to control or direct the voting of, Subject Options and the holders of Options are entitled to vote in respect of the Transaction or the applicable matter, the Holder hereby irrevocably and unconditionally covenants and agrees, from the date hereof until the earlier of (i) the Effective Date, and (ii) the termination of this Agreement:

the Holder shall vote or to cause to be voted the Subject Options at the Target Meeting (or any adjournment or postponement thereof) in favour of the Transaction including, without limitation, the Arrangement Resolution and any other matter that could reasonably be expected to facilitate the Transaction;

the Holder shall vote or cause to be voted the Subject Options against any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction at any meeting of the shareholders of the Company called for the purpose of considering same;

if the Holder is the holder of record of the Subject Options no later than five Business Days prior to the date of the Target Meeting, the Holder shall deliver or cause to be delivered to the Company, with a copy to Acquiror concurrently, a duly executed proxy or proxies in respect of the Subject Options directing the holder of such proxy or proxies to vote in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter that could reasonably be expected to facilitate the Transaction; and

such proxy or proxies in Section 4.2(c) shall name those individuals as may be designated by the Company in the Target Circular and shall not be revoked without the written consent of Acquiror.

The Holder irrevocably and unconditionally covenants and agrees that the Holder will not exercise any rights of dissent provided under any applicable Laws or otherwise in connection with the Transaction.

The Holder irrevocably and unconditionally consents to the details of this Agreement being set out in the Target Circular and this Agreement being made publicly available, including by filing on SEDAR.

Notwithstanding any other provision of this Agreement, if the Holder is also a director and/or officer of the Company, Acquiror hereby agrees and acknowledges that the Holder is bound hereunder solely in his or her capacity as a securityholder of the Company and that the provisions hereof shall not be deemed or interpreted to bind the Holder in his or her capacity as a director or officer of the Company. If the Holder is also a director and/or officer of the Company, the Holder acknowledges that Article 7 of the Arrangement Agreement imposes certain restrictions on the actions of the Company and its officers and directors.

The Holder represents, warrants and, where applicable, covenants to Acquiror as follows and acknowledges that Acquiror is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:

the Holder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of his, her or its obligations under this Agreement. This Agreement has been duly executed and delivered by the Holder and, assuming the due authorization, execution and delivery by Acquiror, constitutes a legal, valid and binding obligation, enforceable by Acquiror against the Holder in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

the Holder is either (i) the legal and beneficial owner of record, or (ii) the beneficial owner exercising control and direction over (but not the holder of record of), the Subject Shares and the Subject Options listed in Schedule A, in each case, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;

the Holder has the sole right to vote all the Subject Shares and the Subject Options;

no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Holder of any of the Subject Shares or the Subject Options or any interest therein or right thereto, including without limitation any right to vote, except Acquiror pursuant to this Agreement and the Company in respect of the Subject Options pursuant to their terms;

(i) the Subject Shares and the Subject Options are the only securities of the Company or its subsidiaries owned, directly or indirectly, or over which control or direction is exercised, by the Holder and (ii) the Holder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Holder of additional securities of the Company other than the Subject Options; and

there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Holder, threatened against the Holder or its affiliates that would adversely affect in any manner the ability of the Holder to enter into this Agreement and to perform its obligations hereunder.

The Acquiror represents, warrants and, where applicable, covenants to the Holder as follows and acknowledges that the Holder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

Acquiror is validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

at the Effective Time, Acquiror Sub (as defined in the Plan of Arrangement) will be validly existing under the laws of British Columbia and will have the requisite corporate power and authority to perform its obligations under the Plan of Arrangement;

the execution and delivery of this Agreement by Acquiror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered by Acquiror and, assuming the due authorization, execution and delivery by the Holder, constitutes a legal, valid and binding obligation, enforceable by the Holder against Acquiror in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

Acquiror Sub will have sufficient funds to distribute to all the shareholders of the Company the Consideration to which they are entitled upon consummation of the Transaction; and

there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of Acquiror, threatened against Acquiror or its affiliates that would adversely affect in any manner the ability of Acquiror to enter into this Agreement or the Arrangement Agreement and to perform its obligations hereunder or thereunder.

This Agreement may be terminated by Acquiror by notice to the Holder if:

the Holder has not complied in all material respects with its covenants to Acquiror contained herein;

any of the representations and warranties of the Holder contained herein is untrue or inaccurate in any material respect; or

there is passed any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited.

This Agreement may be terminated by the Holder by notice to Acquiror if

Acquiror has not complied with its covenants to the Holder contained in Section 2.1 or Acquiror has not complied in all material respects with its other covenants to the Holder contained in this Agreement;

any of the representations and warranties of Acquiror contained herein is untrue or inaccurate in any material respect; or

there is passed any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited.

This Agreement shall automatically terminate:

on the Outside Date, if the Effective Date has not occurred by the Outside Date;

upon termination of the Arrangement Agreement in accordance with its terms, including, without limiting the generality of the foregoing, as a result of a decision by the Company to terminate the Arrangement Agreement contemporaneously with the entering into by the Company of a definitive agreement with a third party providing for an Acquisition Proposal that is a Superior Proposal; or

at the Effective Time.

This Agreement may also be terminated on the date upon which Acquiror and the Holder mutually agree to terminate this Agreement.

In the case of termination of this Agreement pursuant to Section 8.1, 8.2, 8.3 or 8.4, this Agreement shall terminate and be of no further force or effect. Notwithstanding anything else contained herein, such termination shall not relieve any party from liability for any breach of this Agreement by the party prior to such termination.

The Holder and Acquiror shall, from time to time, promptly execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require to effectively carry out the intent of this Agreement.

This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

Time shall be of the essence of this Agreement.

Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by telecopier or facsimile transmission:

in the case of the Holder:

___________________________
(insert name)

___________________________
(insert address)

in the case of Acquiror:

Newmont Mining Corporation

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, VP & General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy (which shall not constitute notice) to:

Goodmans LLP

▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ MSH 2S7

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

or at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this section and if so given shall be deemed to have been received on the date of such delivery or sending (or, if such day is not a business day, on the next following business day).

This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the Holder and Acquiror irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.

Each of the parties hereto agrees with the others that: (i) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (ii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event of any breach of the provisions of this Agreement; and (iii) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Each of the parties hereby consents to any preliminary applications for such relief to any court of competent jurisdiction.

This Agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

AuEx Ventures Inc., a corporation existing under the laws of the Provinces of British Columbia.

AuEx, Inc., a corporation existing under the laws of the State of Nevada.

Pittston Nevada Gold Corp., a corporation existing under the laws of the State of Nevada.

NewWest Gold Corporation, a corporation existing under the laws of the Provinces of British Columbia.

Fronteer Development (USA) Inc., a corporation existing under the laws of the State of Delaware.

Fronteer Development LLC, a limited liability company existing under the laws of the State of Delaware.

Fronteer Royalty LLC, a limited liability company existing under the laws of the State of Delaware.

Nevada Eagle Resources LLC, a limited liability company existing under the laws of the State of Nevada.

Brik Project — Lincoln County, Nevada.

North Buckskin Project, ▇▇▇▇▇▇▇ County, Nevada.

Cold Springs Project, ▇▇▇▇▇▇▇▇▇ County, Nevada.

Regent Project, Mineral County, Nevada.

Anchor Project, Eureka County, Nevada.

▇▇▇▇▇▇ Springs, ▇▇▇ County, Nevada.

New Boston, ▇▇▇ County, Nevada.

Stateline, Lincoln County, Nevada.

Viper, Elko County, Nevada.

Easter - subject to 65% / 35% JV agreement with La Quinta earning in.

Gold Springs 2 — subject to JV with High Desert Gold (diluting to 40%).

Halilaga — JV with Teck — 40% participating.

TV Tower — JV with Teck — 40% participating.

40% interest in additional Turkish properties held by Truva ▇▇▇▇▇ ▇▇▇▇▇ Isletmeleri A.S. and Ortu Truva Madencilik Sanayi Ticaret Limited Sirketi.

40% beneficial interest in the Dededagi property located in Turkey which will be transferred to Truva ▇▇▇▇▇ ▇▇▇▇▇ Isletmeleri A.S. or Ortu Truva Madencilik Sanayi Ticaret Limited Sirketi following receipt of an operations license from the Turkish government.

100% interest in additional Turkish properties held by Agola Madencilik Limited Sirketi.

▇▇▇ ▇▇▇▇▇▇▇ Rights and Option Agreement.