ARRANGEMENT AGREEMENT YAMANA GOLD INC. - and - AGNICO EAGLE MINES LIMITED - and – OSISKO MINING CORPORATION April 16, 2014

Exhibit 99.2

ARRANGEMENT AGREEMENT

YAMANA GOLD INC.

- and -

AGNICO EAGLE MINES LIMITED

- and –

OSISKO MINING CORPORATION

April 16, 2014

TABLE OF CONTENTS

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ARRANGEMENT AGREEMENT

THIS AGREEMENT made the 16th day of April, 2014,

A M O N G:

WHEREAS Yamana and Agnico Eagle (collectively, the “Purchaser Parties”) wish to enter into a transaction with Osisko providing for the sale of a part of the business of Osisko to a wholly-owned subsidiary to be incorporated (“New Osisko”) outside of the ordinary course of business of Osisko, the distribution of certain of the proceeds received by Osisko from that sale (including, without limitation, the New Osisko Shares) to Osisko Shareholders, and the acquisition by the Purchaser Parties of all of the Osisko Shares it does not currently own;

AND WHEREAS the parties hereto intend to carry out the transactions contemplated herein by way of a plan of arrangement under section 192 of the Canada Business Corporations Act;

AND WHEREAS the Osisko Board has unanimously determined, after consultation with its outside legal counsel and financial advisors, it would be advisable and in the best interests of Osisko for Osisko to enter into this Agreement;

AND WHEREAS the Purchaser Parties have entered into Lock-Up Agreements with each of the directors and officers of Osisko and certain other Osisko shareholders in respect of Osisko Shares representing in the aggregate approximately 4.5% of the outstanding Osisko Shares, pursuant to which, and subject to certain exceptions, such shareholders have agreed to

vote Osisko Shares, inclusive of Osisko Shares which are not locked-up, representing approximately 5.3% of the outstanding Osisko Shares as of the date hereof in favour of the transaction at the Meeting;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby covenant and agree as follows:

ARTICLE 1
INTERPRETATION

1.1                                                                               Definitions

In this Agreement, unless something in the subject matter or context is inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations shall have the corresponding meanings:

“1933 Act” means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

“1934 Act” means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

“1940 Act” means the Investment Company Act of 1940, as amended, of  the United States of America and the rules and regulations promulgated from time to time thereunder;

“Acquisition Proposal” means any inquiry ,  proposal or offer made on or after the date hereof to Osisko or Osisko Shareholders from any person or group of persons “acting jointly or in concert” (within the meaning of the Securities Act) other than the Purchaser Parties in respect of (in one transaction or a series of transactions):

(a)                                 a merger, reorganization, share exchange consolidation, business combination, arrangement, recapitalization dissolution, liquidation or similar transaction involving Osisko;

(b)                                 the direct or indirect acquisition by any person (including by any asset acquisition, joint venture or similar transaction) of more than 20% of the fair market value of the assets of Osisko and the Osisko Subsidiaries, on a consolidated basis;

(c)                                  the direct or indirect acquisition by any person of more than 20% of the voting power of the outstanding Osisko Shares, including any take-over bid, tender offer or exchange offer that, if consummated, would result in any person beneficially

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owning Osisko Shares with 20% or more of the voting power of the outstanding Osisko Shares; and

(d)                                 any combination of the foregoing, in each case of the subclauses (a) through (c) whether in a single transaction or a series of related transactions;

“Affiliate” means, with respect to any person, another person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person, where “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise;

“this Agreement” means this arrangement agreement and the schedules attached hereto, as amended, amended and restated or supplemented from time to time;

“Agnico Eagle” means Agnico Eagle Mines Limited, a corporation incorporated under the Business Corporations Act (Ontario);

“Agnico Eagle Board” means the board of directors of Agnico Eagle;

“Agnico Eagle Cash Consideration” shall have the meaning given to such terms in the Plan of Arrangement;

“Agnico Eagle Documents” has the meaning set out in Schedule C;

“Agnico Eagle Financial Statements” has the meaning set out in Schedule C;

“Agnico Eagle Material Subsidiaries” means 1715495 Ontario Inc., Grayd Resource Corporation, 1641315 Ontario Inc., Agnico Eagle Mines Sweden Cooperatie U.A., Agnico Eagle (Barbados) Limited, Grayd Resources (USA), Inc., Servicios Agnico Eagle Mexico, S.A. de C.V., Agnico Eagle Mines Mexico Cooperatie U.A., Agnico Eagle Mexico S.A. de C.V., Tenedora Agnico Eagle Mexico, S.A. de C.V., Agnico Eagle Sweden AB and Agnico Eagle Finland Oy;

“Agnico Eagle Options” means the options to purchase Agnico Eagle Shares issued pursuant to the Agnico Eagle Stock Option Plan, of which there are an aggregate of 12,561,810 outstanding as of April 15, 2014;

“Agnico Eagle Properties” means the material properties of Agnico Eagle, namely the La Ronde Mine, the Goldex Mine, the Kittila Mine, the Lapa Mine, the Pinos Altos Mine, the La India Mine, the Meadowbank Mine and the Meliadine Project;

“Agnico Eagle Share Consideration” shall have the meaning given to such terms in the Plan of Arrangement;

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“Agnico Eagle Shareholder” means a holder of Agnico Eagle Shares;

“Agnico Eagle Shares” means the common shares in the capital of Agnico Eagle;

“Agnico Eagle Stock Option Plan” means the amended and restated stock option plan of Agnico Eagle approved by the Agnico Eagle Shareholders on April 29, 2011;

“Alternative Transaction” has the meaning set out in Section 8.4;

“Arrangement” means the arrangement involving the parties hereto under the provisions of section 192 of the CBCA on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment or supplement thereto made in accordance therewith or made at the direction of the Court in the Final Order;

“Arrangement Resolution” means the special resolution of Osisko Shareholders approving the Arrangement to be considered at the Meeting;

“Articles of Arrangement” means the articles of arrangement in respect of the Arrangement required under section 192(6) of the CBCA to be filed with the Director after the Final Order has been granted, giving effect to the Arrangement;

“Associate” has the meaning given to it in the CBCA;

“Business Day” means a day, other than a Saturday or a Sunday, on which the principal commercial banks located in Toronto, Ontario and Montreal, Quebec are open for the conduct of business;

“Caisse Debenture” means the senior unsecured convertible debenture dated December 10, 2013 between Osisko and Caisse de dépôt et du placement du Québec;

“Canadian Exploration Properties” means collectively the ▇▇▇▇▇▇▇▇ Properties, the ▇▇▇▇▇▇▇ Reef Properties, the Pandora Properties, the Wood Pandora Properties and the Yukon Properties (if not part of the New Osisko Assets);

“Canadian Exploration Properties NSR” means the 2% net smelter return royalty on the Canadian Exploration Properties to be granted to New Osisko as part of the Arrangement, as evidenced by a NSR Agreement, with the form of agreement attached hereto as Schedule K providing the basis from which the parties will work together in good faith to finalize the agreement on reasonably commercial terms that will be acceptable to them;

“Canadian Malartic GP” means the general partnership to be formed by Osisko and Canadian Malartic Partner Co. in accordance with the terms and conditions of the Canadian Malartic Partnership Agreement;

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“Canadian Malartic Mill Fee Royalty” means a milling fee royalty equal to $0.40 per tonne payable to New Osisko in respect of any ore milled at the Canadian Malartic Property after the seventh anniversary of the Effective Date that is not from the Canadian Malartic Property;

“Canadian Malartic NSR” means the 5% net smelter return royalty on the Canadian Malartic Property to be retained by Osisko on the transfer of the Canadian Malartic Property to Canadian Malartic GP and subsequently assigned to New Osisko as part of the Arrangement, as evidenced by a NSR Agreement, with the form of agreement attached hereto as Schedule K providing the basis from which the parties will work together in good faith to finalize the agreement on reasonably commercial terms that will be acceptable to them;

“Canadian Malartic Partner Co.” has the meaning set out in Section 8.4(a);

“Canadian Malartic Partnership Agreement” means the partnership agreement in a form to be agreed to by the Purchaser Parties not later than five (5) days prior to the Effective Date, provided that if it is not so agreed Osisko shall form the partnership on such terms as it deems appropriate, acting reasonably;

“Canadian Malartic Property” shall mean the properties identified on Schedule E, but for greater certainty does not include the Canadian Malartic NSR;

“CBCA” means the Canada Business Corporations Act, R.C.S. 1985, c. C-44;

“Change in Osisko Recommendation” has the meaning set out in Section 2.3(g);

“Circular” means the management information circular to be prepared and sent to the Osisko Shareholders in connection with the Meeting;

“Commissioner of Competition” means the Commissioner under the Competition Act;

“Competition Act” means the Competition Act (Canada), R.S.C. 1985, c. C-34, and the regulations thereunder, all as amended from time to time;

“Competition Approval” means:

(a)                                 that the Commissioner of Competition shall have issued (and not rescinded) an advance ruling certificate under section 102 of the Competition Act with respect to the transactions contemplated by this Agreement; or

(b)                                 that:

(i)             the waiting period under section 123 of the Competition Act shall have expired or the notification requirement shall have been waived pursuant to section 113(c) of the Competition Act; and

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(ii)          the Commissioner of Competition shall have advised Purchaser in writing (and not rescinded such advice) that grounds do not exist to initiate proceedings before the Competition Tribunal under the merger provisions of the Competition Act with respect to the transactions contemplated by this Agreement, and the form of and any terms and conditions attached to any such advice are acceptable to each of the Purchaser Parties and Osisko, acting reasonably;

“Competition Tribunal” means the tribunal established under the Competition Tribunal Act;

“Competition Tribunal Act” means the Competition Tribunal Act (Canada), R.S.C. 1985, c. 19, and the regulations thereunder, all as amended from time to time;

“Completion Deadline” means the date by which the transactions contemplated by this Agreement are to be completed, which date shall be June 30, 2014 or such later date as may be agreed to by the parties, provided (i) the Purchaser Parties may at their option extend the Completion Deadline by notice in writing to Osisko until up to 60 days after June 30, 2014; and (ii) that if the Effective Date is not expected to occur by June 30, 2014 as a result of the failure to satisfy the condition set forth in Section 10.1(d), Section 10.3(j) or Section 10.3(k), then any party may elect, by notice in writing delivered to the other Parties by no later than 5:00 p.m. (Toronto time) on the date that is not less than five days prior to such date or, in the case of any subsequent extensions, the date that is not less than five days prior to the Completion Deadline, as previously extended, to extend the Completion Deadline from time to time by a specified period of not less than 15 days, provided that in aggregate such extensions shall not exceed 75 Business Days from June 30, 2014; provided that notwithstanding the foregoing a party shall not be permitted to extend the Completion Deadline if the failure to satisfy the condition set forth in either Section 10.1(d), Section 10.3(j) or Section 10.3(k) is primarily the  result of such party’s failure to comply with its covenants herein;

“Confidentiality Agreements” means the confidentiality agreement dated January 17, 2014 between Osisko and Agnico Eagle and the confidentiality agreement dated January 29, 2014 between Osisko and Yamana;

“Convertible Securities” means the Warrants, the Caisse Debenture, the FSTQ Convertible Loan; the Ressources Québec Debenture and the Osisko Shares issuable pursuant to the Resource Sharing Agreement;

“Court” means the Quebec Superior Court;

“Deferred Share Unit Plan” means Osisko’s deferred share unit plan, adopted by Osisko on August 11, 2011;

“Depository” means any trust company, bank or financial institution agreed to, in writing by the parties for the purposes of, among other things, exchanging certificates

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representing Osisko Shares for the Transaction Consideration (as defined in the Plan of Arrangement) and New Osisko Shares;

“Director” means the Director appointed pursuant to section 260 of the CBCA;

“Director Releases” has the meaning given to such term in Section 8.13;

“Dissent Rights” means the rights of dissent of Osisko Shareholders in respect of the Arrangement Resolution as contemplated in the Plan of Arrangement;

“Dissenting Osisko Shareholder” has the meaning ascribed thereto in the Plan of Arrangement;

“Effective Date” means the date on which the Arrangement becomes effective under the CBCA;

“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the parties agree to in writing before the Effective Date;

“Encumbrance” includes any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, adverse claim, other third party 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;

“Environmental Approvals” means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals issued or required by any Regulatory Authority pursuant to any Environmental Law;

“Environmental Laws” means all applicable Laws relating to pollution, the protection of the environment, public health and safety, environmental impact assessment or mine site reclamation and closure;

“Fairness Opinion” has the meaning set out in Section 2.7(a)(i);

“Final Order” means the order of the Court approving the Arrangement pursuant to Section 192 of the CBCA, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

“Financial Advisors” means BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and Maxit Capital LP;

“FSTQ Convertible Loan” means the convertible loan agreement entered into on May 9, 2008 between Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Osisko;

“Goldcorp” means Goldcorp Inc.;

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“Goldcorp Settlement Agreement” means the agreement made between Goldcorp and Corporation in relation to proceedings before courts in the Province of Quebec, dated March 3, 2014;

“Governmental Entity” means any applicable (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“▇▇▇▇▇▇▇ Reef Properties” means the properties identified on Schedule E;

“Hazardous Substance” means any chemical, material or substance in any form, whether solid, liquid, gaseous, semisolid or any combination thereof, whether waste material, raw material, finished product, intermediate product, by-product or any other material or article, that is listed or regulated under any Environmental Laws as a hazardous substance, toxic substance, deleterious substance waste or contaminant or is otherwise listed or regulated under any Environmental Laws because it poses a hazard to human health or the environment, including petroleum products, tailings, waste rock and PCBs;

“IFRS” means International Financial Reporting Standards;

“Indemnified Liability” means a New Osisko Liability and any other liability or obligation accruing or becoming payable by Osisko that was incurred or accrued prior to the Effective Time and that relates principally to a project or a property interest (including the operations or activities in connection therewith) of Osisko (prior to the Effective Time) relating to the New Osisko Assets, but for greater certainty does not include any liability or obligation with respect to Taxes;

“Indemnity Notice” has the meaning ascribed to such term in Section 8.14 hereof;

“Interim Order” means an interim order of the Court concerning the Arrangement under section 192(4) of the CBCA, containing declarations and directions with respect to the Arrangement and providing for, among other things, the calling and holding of the Meeting, as such order may be affirmed, amended or modified by the Court with the consent of the parties each acting reasonably;

“▇▇▇▇▇▇▇▇ Properties” means the properties identified on Schedule E;

“Laws” means any applicable laws, including international, national, provincial, territorial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, policies or other requirements of any Regulatory Authority having the force of law;

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“Liability” means, with respect to any person, (i) any right against such person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

“Lock-Up Agreements” means the voting and support agreements dated the date hereof and made between Osisko, the Purchaser Parties and the Locked-Up Shareholders substantially in the form attached as Schedule H;

“Locked-Up Shareholders” means the officers and directors of Osisko, in addition to certain Osisko Shareholders identified in the Osisko Disclosure Letter;

“Losses”, in respect of any matter, means all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including all interest, penalties, amounts paid in settlement and reasonable out-of-pocket legal and other professional fees and disbursements, but excluding loss of profit, and special or consequential damages) arising as a consequence of such matter less in all cases any insurance and/or tax benefits received or receivable in respect thereof;

“Material Adverse Change” means, in respect of any person, any one or more changes, events or occurrences, and “Material Adverse Effect” means, in respect of any person, an effect which, in either case, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, production, assets, capital, property, obligations (whether absolute, accrued, conditional or otherwise), liabilities or financial condition of that person and its subsidiaries, taken as a whole, other than any change, event, occurrence or effect: (i)  affecting the worldwide gold mining industry in general; (ii) in or relating to general political, economic, financial or capital market conditions generally (including any reduction in market indices); (iii) in or relating to, United States GAAP, IFRS or regulatory accounting requirements; (iv) in or relating to any change in Laws or any interpretation, application or non-application thereof by any Regulatory Authority; (v) relating to change in the market trading price of shares of such person arising from the announcement of the execution of this Agreement or the transactions contemplated hereby, or any change event or occurrence excluded from this definition under other prongs; or (vi) resulting from changes in the price of gold, provided, however, that such effect referred to in clause (i) to (v) and (vi) above does not have a disproportionate effect on that person and its subsidiaries (taken as a whole) compared to other companies of similar size operating in the mining industry;

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“Meeting” means the special meeting of Osisko Shareholders to be held for the purpose of considering, among other things, the Arrangement Resolution and any adjournments or postponements thereof;

“MI 61-101” means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions;

“Net Cash Amount” means C$155,000,000;

“New Osisko” means a wholly-owned subsidiary of Osisko to be incorporated under the laws of Quebec;

“New Osisko Assets” means (i) the Net Cash Amount, (ii) the Canadian Malartic NSR, (iii) the Canadian Exploration Properties NSR, (iv) the Canadian Malartic Mill Fee Royalty, (v) all legal and beneficial interest of Osisko and the subsidiaries of Osisko in the New Osisko Subsidiaries, (vi) the publicly traded equity investments of Osisko which at the date hereof have an estimated value of $14.4 million, to the extent not disposed of by Osisko prior to the Effective Date, (vi) all right, title and interest to the name “Osisko Mining Corporation”; and (vi) if so elected by the Purchaser Parties prior to the Effective Date, the Yukon Properties;

“New Osisko Liabilities” means all of the liabilities of Osisko and its affiliates, contingent or otherwise, which pertain to the New Osisko Assets but excluding any liability or obligation with respect to Taxes for periods prior to the Effective Date;

“New Osisko Shares” means the common shares in the capital of New Osisko;

“New Osisko Subsidiaries” means those subsidiaries of Osisko identified as New Osisko Subsidiaries in Schedule I;

“NYSE” means the New York Stock Exchange, Inc.;

“Option Plan” means the option plan of Osisko approved by Osisko Shareholders at the annual general and special meeting of Osisko held on May 8, 2008, as amended;

“Options” means the outstanding options issued pursuant to the Option Plan;

“Osisko” means Osisko Mining Corporation., a corporation incorporated under the CBCA;

“Osisko Assets” means all rights, franchises and assets of Osisko and its subsidiaries as at the Effective Time other than the New Osisko Assets, including all the agreements, records, data, permits, licences, rights, interests and assets of Osisko pertaining to the Osisko Properties;

“Osisko Board” means the board of directors of Osisko;

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“Osisko Board Approval” has the meaning set out in Section 2.7;

“Osisko Contribution Agreement” means the contribution agreement made between Osisko and Canadian Malartic GP providing for the transfer of the Canadian Malartic Property to the Canadian Malartic GP and the assumption of certain liabilities of Osisko by Canadian Malartic GP;

“Osisko Disclosure Letter” means the letter dated the date hereof delivered by Osisko to the Purchaser Parties in the form accepted by the Purchaser Parties;

“Osisko Documents” has the meaning set out in Schedule F;

“Osisko Financial Statements” has the meaning set out in Schedule F;

“Osisko Properties” means the interests of Osisko and each Osisko Subsidiary (except Compania Minera Osisko Mexico S.A. de C.V.) in all material properties of Osisko, including those described in Schedule E;

“Osisko Share” means a common share of Osisko;

“Osisko Shareholders” means holders of Osisko Shares;

“Osisko Special Committee” means the special committee of independent members of the Osisko Board formed in relation to the proposal to effect the transactions contemplated by this Agreement;

“Osisko Subsidiaries” means, collectively, the material subsidiaries of Osisko which are Osisko ▇▇▇▇▇▇▇ Reef Gold Ltd. (British Columbia), Osisko Mining Ltd. (Canada) and Compania Minera Osisko Mexico, S.A. de C.V. and “Osisko Subsidiary” means any one of them;

“Out-of-the-Money Option” means an Option having an exercise price equal to or greater than $8.15 per Osisko Share;

“Pandora Properties” means the properties identified on Schedule E;

“party” means a party to this Agreement;

“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;

“Plan of Arrangement” means the plan of arrangement in the form attached as Schedule A and any amendment or variation thereto made in accordance with the Plan of Arrangement, Section 11.1 hereof or upon the direction of the Court in the Final Order;

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“Prescribed Period” has the meaning set out in Section 8.1(a);

“Purchaser Parties” means Yamana and Agnico Eagle and “Purchaser Party” means any one of them;

“Records and Data” means all books, contracts, documents, technical information and data (in paper or electronic form), maps, surveys, drill core samples and assays owned by Osisko relating to the Osisko Properties;

“Regulatory Authority” means:

(a)                                 any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing;

(b)                                 any self-regulatory organization or stock exchange, including the TSX and the NYSE;

(c)                                  any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and

(d)                                 any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing;

“related party” has the meaning given to such term in MI 61-101;

“Release” means any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing into or through the environment (including ambient air, surface water, ground water, land surface and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers;

“Remedial Action” means any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean-up, remediation, closure, site restoration, remedial response or remedial work;

“Representative” means, in respect of a person, its subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors);

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“Resource Sharing Agreement” means the agreement dated December 10, 2010 between Osisko, Osisko Hammand Reef Gold Ltd, the Rainy River District First Nations and the Lac des Mille Lacs First Nation;

“Ressources Québec Debenture” means the senior unsecured convertible debenture dated December 10, 2013 between Osisko and Ressources Québec Inc.;

“Restricted Share Unit Plan” means Osisko’s restricted share unit plan, adopted by Osisko on August 11, 2011;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act (Quebec), and the regulations thereunder, all as amended from time to time;

“Securities Authorities” means the Autorité des marches financiers and the other securities regulatory authorities in each of the provinces and territories of Canada and the SEC, collectively;

“SEDAR” means the System for Electronic Document Analysis and Retrieval described in National Instrument 13-101 — System for Electronic Document Analysis and Retrieval (SEDAR) of the Canadian Securities Administrators and available for public view at ▇▇▇.▇▇▇▇▇.▇▇▇;

“Shareholder Rights Plan” means the shareholder rights plan of Osisko dated as of May 17, 2010 between Osisko and CIBC Mellon Trust Company, as rights agent, and approved by the Osisko Shareholders on June 30, 2010, and subsequently reapproved for an additional three-year term at the annual and special meeting of Osisko Shareholders held on May 9, 2013;

“SRP Rights” means the rights issuable pursuant to the Shareholder Rights Plan;

“subsidiary” means, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such person and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a subsidiary;

“Superior Proposal” means a bona fide Acquisition Proposal that is made in writing after the date hereof, substituting “50%” for each reference to “20%” contained in the definition of Acquisition Proposal, provided that:

(a)                                 the proposal did not result from a contravention of Article 6 of this Agreement;

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(b)                                 the Osisko Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the proposal is reasonably capable of completion without undue delay taking into account all legal, financial, regulatory and other aspects of such transaction and the party making such transaction, and would, if consummated in accordance with its terms (but not assuming away any risk of non-completion) result in a transaction that is more favourable to Osisko and the Osisko Shareholders than the transactions contemplated by this Agreement;

(c)                                  the Osisko Board has determined in good faith that the proposal is fully funded or in respect of which adequate arrangements (in compliance with applicable Securities Laws) have been made to ensure that the required funds will be available to effect payment in full for the common shares or assets as the case may be; and

(d)                                 the proposal would not be subject to any due diligence and/or access condition;

“Tax Act” means the Income Tax Act, R.S.C. 1985, c.1 (5th Supp.), and the regulations thereunder, all as amended from time to time;

“Tax Returns” includes all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required by a Regulatory Authority to be made, prepared or filed by law in respect of Taxes;

“Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any tax, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, mining taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, health taxes, payroll taxes, employment taxes, Canada or Québec Pension Plan premiums, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes, mandatory pension and other social fund taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, harmonized sales tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, and any instalments in respect thereof, together with any interest, fines and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, fines, additional taxes and additions to tax imposed on such entity with respect to the foregoing and including an amount in respect of the foregoing

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as a transferee, successor, guarantor or surety or in a similar capacity under a contract, arrangement, agreement, understanding or commitment (whether written or oral) or by operation of law and any liability for the payment of any taxes described herein as a result of being a member of an affiliated, consolidated, combined or unitary group for any period as a result of any tax sharing or tax allocation agreement, arrangement or understanding;

“Termination Payment” has the meaning set out in Section 6.3;

“TSX” means the Toronto Stock Exchange;

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“United States GAAP” means United States generally accepted accounting principles or interpretations thereof;

“U.S. Securities Laws” means the federal and state securities legislation of the United States and all rules, regulations and orders promulgated thereunder, including, without limitation, the 1933 Act and the 1934 Act;

“Warrant Agreement” means the common share purchase warrant agreement dated as of September 24, 2009 entered into between Osisko and CPPIB Investments Inc., amended as of June 29, 2013 and further amended as of December 10, 2013;

“Warrants” means the common share purchase warrants evidenced by the Warrant Agreement, each currently exercisable to purchase one Osisko Share at a price of $6.25;

“Wood Pandora Properties” means the properties identified on Schedule E;

“Yamana” means Yamana Gold Inc., a corporation incorporated under the Canada Business Corporations Act;

“Yamana Board” means the board of directors of Yamana;

“Yamana Cash Consideration” shall have the meaning given to such term in the Plan of Arrangement;

“Yamana Documents” has the meaning set out in Schedule D;

“Yamana Financial Statements” has the meaning set out in Schedule D;

“Yamana Material Subsidiaries” means Mineracao Maraca Industria e Comercio S.A., Minera Meridian Ltda., Minas Argentinas S.A. and Minera Meridian Minerales SRLCV and “Yamana Material Subsidiary” means any one of them;

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“Yamana Options” means the options to purchase Yamana Shares issued pursuant to the Yamana Stock Option Plan, of which there are an aggregate of 1,886,541 outstanding as at the date hereof;

“Yamana Properties” means the material properties of Yamana, namely the Chapada Mine (Brazil), the El Peñón Mine (Chile), the Mercedes Mine (Mexico) and the Gualcamayo Mine (Argentina);

“Yamana Restricted Share Unit Plan” means the restricted share unit plan of Yamana approved by the Yamana shareholders on May 14, 2008;

“Yamana Share Consideration” shall have the meaning given to such term in the Plan of Arrangement;

“Yamana Shares” means the common shares in the capital of Yamana;

“Yamana Shareholder” means a holder of Yamana Shares;

“Yamana Stock Option Plan” means the stock option of Yamana approved by the Yamana Shareholders on May 6, 2006; and

“Yukon Properties” means the properties identified on Schedule E;

1.2                                                                               Construction

In this Agreement, unless otherwise expressly stated or the context otherwise requires:

(a)                                 references to “herein”, “hereby”, “hereunder”, “hereof” and similar expressions are references to this Agreement and not to any particular Section of or Schedule to this Agreement;

(b)                                 references to a “Section” or a “Schedule” are references to a Section of or Schedule to this Agreement;

(c)                                  words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders;

(d)                                 the use of headings and an index are for convenience of reference only and shall not affect the construction or interpretation hereof;

(e)                                  if the date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day;

(f)                                   a period of Business Days is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. (Toronto time) on the last

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day of the period if the period is a Business Day or at 4:30 p.m. on the next Business Day if the last day of the period does not fall on a Business Day;

(g)           the terms “material” and “materially” shall, when used in this Agreement, be construed, measured or assessed on the basis of whether the matter would materially affect a party and its subsidiaries, taken as a whole;

(h)           references to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislation provision substituted therefor and all regulations, rules and interpretations issued thereunder or pursuant thereto;

(i)            references to any agreement or document shall be to such agreement or document (together with the schedules and exhibits attached thereto), as it may have been or may hereafter be amended, modified, supplemented, waived or restated from time to time; and

(j)            wherever the term “includes” or “including” is used, it shall be deemed to mean “includes, without limitation” or “including, without limitation”, respectively.

1.3                          Currency

Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in Canadian dollars.

1.4                          Knowledge

References to the “knowledge of Yamana”, “knowledge of Agnico Eagle” or the “knowledge of Osisko”, used in respect of Yamana, Agnico Eagle, Osisko or Osisko Subsidiaries, means, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon: (a) in the case of Yamana, the collective actual knowledge of the Chief Executive Officer, Executive Vice President, Finance and Chief Financial Officer and Senior Vice President, General Counsel and Corporate Secretary; (b) in the case of Agnico Eagle, the collective actual knowledge of the Chief Executive Officer, Senior Vice-President, Finance and Chief Financial Officer and General Counsel, Senior Vice-President, Legal and Corporate Secretary; and (c) in the case of Osisko and Osisko Subsidiaries, the collective actual knowledge of the Chief Executive Officer, Executive Vice President, Finance and Chief Financial Officer and Vice President, Legal Affairs and Corporate Secretary.

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1.5                          Schedules

The Schedules to this Agreement, as listed below, are an integral part of this Agreement:

ARTICLE 2
ARRANGEMENT

2.1                          Arrangement

Osisko and each of the Purchaser Parties agree that the Arrangement shall be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

2.2                          Interim Order

As soon as practicable following the date hereof, but in any event not later than April 30, 2014, or such other date as the Purchaser Parties and Osisko may agree, Osisko and New Osisko shall apply to the Court, pursuant to section 192(3) of the CBCA and prepare, file and diligently pursue an application for the Interim Order providing, among other things:

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

(b)           for confirmation of the record date for the Meeting;

(c)           that the securities of Osisko for which holders shall be entitled to vote on the Arrangement Resolution shall be the Osisko Shares and Options;

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(d)           that Osisko Shareholders and the holders of Options shall be entitled to vote on the Arrangement Resolution, with each Osisko Shareholder and each holder of Options being entitled to one vote for each Osisko Share and each Option held by such holder;

(e)           that the requisite approval for the Arrangement Resolution shall be: (i) at least 662/3% of the votes cast on the Arrangement Resolution by the holders of Osisko Shares and holders of Options, voting as a single class, present in person or represented by proxy at the Meeting; (ii) at least 662/3 % of the votes cast on the Arrangement Resolution by the holders of Osisko Shares present in person or represented by proxy at the Meeting; and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by Osisko Shareholders present in person or represented by proxy at the Meeting (excluding Osisko Shares held by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101);

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

(g)           that Yamana, Agnico Eagle and Osisko intend to rely upon the exemption from registration provided by section 3(a)(10) of the 1933 Act in connection with: (i) the issuance of Yamana Shares; (ii) the issuance of Agnico Eagle Shares; and (iii) the issuance of New Osisko Shares, each to be issued in exchange for securities as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Osisko Shareholders;

(h)           for the grant of Dissent Rights as contemplated in the Plan of Arrangement;

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

(j)            that the Meeting may be adjourned or postponed from time to time by Osisko without the need for any additional approval of the Court;

(k)           that the record date for Osisko Shareholders entitled to notice of, and to vote at, the Meeting will not change in respect of any adjournment of the Meeting; and

(l)            for such other matters as any of the Purchaser Parties may reasonably require, subject to obtaining the prior consent of Osisko, such consent not to be unreasonably withheld or delayed.

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2.3                          Circular and Meeting

(a)           As soon as is practicable after the date hereof, Osisko shall prepare, with the participation of each of the Purchaser Parties, the Circular which, together with any other documents required by applicable Laws in connection with the Meeting, shall be prepared in accordance with applicable Laws.  The Circular shall, subject to Article 6, reflect the Osisko Board Approval and include a written copy of the Fairness Opinion, which shall be in a form customary for opinions of this nature.  The Circular shall also include any disclosure required to be made to qualify any benefits to be received by related parties of Osisko for the exceptions to the definition of “collateral benefit” under MI 61-101.

(b)           Prior to the printing of the Circular, and during the course of its preparation, Osisko shall provide each of the Purchaser Parties and its respective counsel with timely opportunity to review and comment on the Circular, and reasonable consideration shall be given to any comments made by them.

(c)           Osisko shall ensure that the Circular complies in all material respects with all applicable Laws (including by preparing a version in the French language if required by applicable Laws) and, without limiting the generality of the foregoing, that the Circular does not contain any misrepresentation or 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 with respect to any information relating to and provided by any of the Purchaser Parties).  Osisko shall ensure that the Circular complies in all material respects with National Instrument 51-102 — Continuous Disclosure Requirements and Form 51-102F5 thereunder adopted by the Canadian Securities Administrators and provide Osisko Shareholders with sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting.

(d)           Each of the Purchaser Parties shall provide to Osisko for inclusion in the Circular such information as it may reasonably require or which may be required by applicable Law to be included in the Circular.  Each of Agnico Eagle and Yamana severally represents, warrants and covenants that any information it provides to Osisko for inclusion in the Circular will be accurate and complete in all material respects as of the relevant date of such information and will not contain any misrepresentation or any untrue statement of a material fact or an omission to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

(e)           As soon as practicable after the issuance of the Interim Order, Osisko shall cause the Circular, together with other documents required by applicable Laws in connection with the Meeting, to be sent to Osisko Shareholders and filed as required by the Interim Order and applicable Laws, and Osisko shall call and hold the Meeting in accordance with the Interim Order, the by-laws of Osisko and applicable Laws.

(f)            Osisko shall (with each of the Purchaser Parties and its respective counsel) diligently do all such reasonable acts and things as may be necessary to comply in all material

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respects with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer adopted by the Canadian Securities Administrators in connection with the Meeting and, without limiting the generality of the foregoing, use all reasonable efforts to call and hold the Meeting as soon as practicable under the accelerated timing contemplated by such instrument and in any event by no later than May 30, 2014.

(g)           Osisko shall: (A) take all commercially reasonable lawful action to solicit in favour of the Arrangement Resolution and the approval of the Osisko Shareholders including, without limitation, retaining a proxy solicitation agent to solicit proxies in favour of the Arrangement Resolution; (B) recommend to all holders of Osisko Shares that they vote in favour of the Arrangement Resolution, with a unanimous recommendation of the Osisko Board to vote in favour of the Arrangement Resolution; (C) not withdraw, modify or change, or publicly propose to or publicly state that it intends to withdraw, modify or change in any manner adverse to the Purchaser Parties such recommendation (a “Change in Osisko Recommendation”) (except in respect of a Change in Osisko Recommendation because of a Material Adverse Effect in respect of either Agnico Eagle or Yamana), except as expressly permitted by sections 6.1 and 6.2 hereof;

(h)           Osisko shall provide each of the Purchaser Parties with a copy of any purported exercise of Dissent Rights and written communications with any Osisko Shareholder purportedly exercising such Dissent Rights and shall not settle or compromise any action brought by any present, former or purported holder of any of its securities in connection with the Arrangement or the other transactions contemplated by this Agreement, without the prior consent of each of the Purchaser Parties.

(i)            Upon the request of any of the Purchaser Parties, Osisko will use reasonable best efforts to prepare or cause to be prepared and provide to each of the Purchaser Parties lists of holders of all classes and series of securities of Osisko, including a list of the Osisko Shareholders and the holders of Options as well as a security position listing from each depositary of its securities, to the extent reasonably practicable, within five Business Days after the date on which such Purchaser Party requests such lists and will obtain and deliver to each of the Purchaser Parties thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in printed form and, if available, in computer-readable format.

(j)            The Meeting shall be held on a Business Day to be agreed upon by the parties, acting reasonably.  Subject to Article 6, Osisko shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) the Meeting, except with each of the Purchaser Parties’ prior written consent or as required by applicable Laws or the by-laws of Osisko.  Osisko shall provide notice to each of the Purchaser Parties of the Meeting and allow each of the Purchaser Parties’ Representatives to attend the Meeting.

2.4                          U.S. Securities Law Matters

(a)           The Parties agree that: (A) the issuance of the Yamana Shares; (B) the issuance of the Agnico Eagle Shares; and (C) the issuance of the New Osisko Shares, issued on completion

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of the Arrangement to the Osisko Shareholders, will be issued in reliance on the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof.  In order to ensure the availability of the exemption from registration provided by Section 3(a)(10) of the 1933 Act, the parties agree that the Arrangement will be carried out on the following basis:

(i)            pursuant to Section 2.2(g) of this Agreement, prior to the issuance of the Interim Order, the Court will be advised of the intention of the parties to rely on the exemption from registration provided by Section 3(a)(10) of the 1933 Act with respect to the issuance of the Yamana Shares,  the Agnico Eagle Shares and the New Osisko Shares, in each case pursuant to the Arrangement, based on the Court’s approval of the Arrangement;

(ii)           the Court will be required to satisfy itself that the Arrangement is fair and reasonable;

(iii)          Osisko will ensure that each Osisko Shareholder entitled to receive Yamana Shares, Agnico Eagle Shares and New Osisko Shares under the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(iv)          the Osisko Shareholders will be advised that the Yamana Shares, Agnico Eagle Shares and New Osisko Shares, to be issued in the Arrangement, have not been registered under the 1933 Act and will be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the 1933 Act;

(v)           the Interim Order will specify that each Osisko Shareholder will have the right to appear before the Court at the hearing so long as it enters an appearance within a reasonable time; and

(vi)          the Final Order will expressly state that the Arrangement is approved by the Court as being is fair and reasonable to the Osisko Shareholders.

2.5                          Final Order

If the Arrangement Resolution is approved by the Osisko Shareholders at the Meeting in accordance with the Interim Order, Osisko and New Osisko shall as soon as practicable thereafter take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 192 of the CBCA.

2.6                          Articles of Arrangement and Effective Date

On or before the third Business Day after the satisfaction or waiver (subject to applicable Laws) of the conditions set forth in Article 10 (excluding conditions that, by their

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terms, cannot be satisfied until the date of closing, but subject to the satisfaction or waiver of those conditions as of the Effective Date), and unless another date is agreed to in writing by the parties, Osisko and New Osisko shall file the Articles of Arrangement with the Director pursuant to section 192(6) of the CBCA to give effect to the Arrangement and implement the Plan of Arrangement.  The Arrangement shall become effective on the Effective Date and the steps to be carried out pursuant to the Arrangement shall become effective on the Effective Date in the order set forth in the Plan of Arrangement.  Osisko and New Osisko agree that they shall not file Articles of Arrangement unless the conditions in Article 10 have been satisfied or waived.

2.7                          Osisko Board Approval

(a)           Osisko represents and warrants to and in favour of each of the Purchaser Parties, and acknowledges that each of the Purchaser Parties is relying upon such representations and warranties in entering into this Agreement, that, as of the date hereof:

(i)            each of the Financial Advisors  has delivered an oral opinion to the Osisko Board to the effect that the consideration to be received under the Arrangement is fair from a financial point of view to the Osisko Shareholders (the “Fairness Opinion”); and

(ii)           the Osisko Board, after consultation with its outside legal counsel and financial advisors, has unanimously determined that the Arrangement is in the best interests of Osisko, and accordingly has approved the entering into of this Agreement and the making of a recommendation that Osisko Shareholders vote in favour of the Arrangement Resolution (collectively, the “Osisko Board Approval”); and

(iii)          each director or officer has advised Osisko that he or she intends to vote all Osisko Shares held by such director or officer in favour of the Arrangement Resolution.

(b)           The Osisko Board shall forthwith after the date hereof, and in sufficient time for the determination of such committee to be included in the Circular, constitute a committee of independent directors meeting the requirements of MI 61-101 to determine whether the value of any additional benefit that any related party of Osisko is expected to receive in connection with the Arrangement is or is not a “collateral benefit” as defined in MI 61-101.

2.8                          Lock-Ups

Osisko shall, concurrently with the execution and delivery to the Purchaser Parties of this Agreement, deliver to the Purchaser Parties duly executed Lock-Up Agreements, in a form acceptable to the Purchaser Parties, acting reasonably, from (i) each of the directors and officers of Osisko in respect of all Osisko Shares beneficially owned by them and (ii) Eurasia Resource Value SE.  Osisko shall use its commercially reasonable efforts to have the remaining Locked-Up Shareholders enter Lock-Up Agreements as soon as reasonably practicable following the execution of this Agreement.

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2.9                          Closing

The closing of the transactions contemplated hereby shall take place at the offices of Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in Toronto, Ontario at 9:00 a.m. (Toronto time) on the Effective Date or such other time as agreed by the parties.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES

3.1                          Representations and Warranties of Agnico Eagle

Agnico Eagle hereby makes to Osisko the representations and warranties set out in Schedule C to this Agreement and acknowledges that Osisko is relying upon these representations and warranties in connection with the Arrangement and the other transactions contemplated herein and in entering into this Agreement.

3.2                          Representations and Warranties of Yamana

Yamana hereby makes to Osisko the representations and warranties set out in Schedule D to this Agreement and acknowledges that Osisko is relying upon these representations and warranties in connection with the Arrangement and the other transactions contemplated herein and in entering into this Agreement.

3.3                          Investigation

Any investigation by Osisko or its Representatives shall not mitigate, diminish or affect the representations and warranties of the Purchaser Parties pursuant to this Agreement.

3.4                          Survival of Representations and Warranties

The representations and warranties of the Purchaser Parties contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF OSISKO AND NEW OSISKO

4.1                          Representations and Warranties

Osisko hereby makes to each of the Purchaser Parties the representations and warranties set out in Schedule F to this agreement, and acknowledges that each of the Purchaser Parties is relying upon these representations and warranties in connection with the Arrangement and the other transactions contemplated herein and in entering into this Agreement.

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4.2                          Investigation

Any investigation by any of the Purchaser Parties or their Representatives shall not mitigate, diminish or affect the representations and warranties of Osisko pursuant to this Agreement.

4.3                          Survival of Representations and Warranties

The representations and warranties of Osisko contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5
CONDUCT OF BUSINESS

5.1                          Covenants of Osisko

Osisko agrees that, prior to the Effective Date, except as each of the Purchaser Parties shall otherwise agree in writing or as expressly contemplated or permitted by this Agreement, the Plan of Arrangement or the Osisko Disclosure Letter:

(a)           Osisko shall, and shall cause each Osisko Subsidiary to, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve intact its present business organization and goodwill, keep available the services of its officers and employees as a group and preserve the current relationships with suppliers, distributors, employees, customers and others having business relationships with it;

(b)           Osisko shall keep each of the Purchaser Parties fully informed as to all material decisions or actions required or required to be made with respect to the operations of the business of Osisko, and will allow representatives of the Purchaser Parties to be informed of any such material decision-making process, acting reasonably, and provide reasonable advice to Osisko with regard to activities on, and pertaining to, the Osisko Assets outside the ordinary course of business;

(c)           Osisko and each Osisko Subsidiary shall cooperate with the Purchaser Parties, and shall cause their respective Affiliates and Representatives to cooperate, in preparing and filing all Tax Returns, addressing any disputes and audits with respect to all taxable periods relating to Taxes, and in any other matters relating to Taxes, including by maintaining and making available to each of the Purchaser Parties all books, records and other information of Osisko, New Osisko and the Osisko Subsidiaries related to Taxes and shall timely pay all Taxes due and payable before the Effective Date other than any Taxes contested in good faith;

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(d)           Osisko shall not and shall not cause any Osisko Subsidiary to, directly or indirectly, do or permit to occur any of the following:

(i)            amend its articles or by-laws (or similar organizational documents) or the terms of its outstanding securities;

(ii)           create any subsidiary, amalgamate or merge with any other person or adopt or enter into a plan of liquidation or dissolution;

(iii)          split, consolidate or reclassify any of its shares or undertake any other capital reorganization;

(iv)          issue any securities or any options, warrants or other rights to acquire securities, or redeem or purchase any of its outstanding securities, other than the issuance of Osisko Shares upon the conversion or exercise of currently outstanding Options or Convertible Securities in accordance with their terms;

(v)           acquire any business or assets or sell, lease, encumber or otherwise dispose of any business or assets which, in each case, are individually or in the aggregate material;

(vi)          enter into any joint venture or similar agreement, arrangement or relationship;

(vii)         grant or enter into any agreement, written or verbal, with respect to any royalty or similar arrangement or issue any instrument having the same economic effect as a royalty;

(viii)        incur or commit to incur any indebtedness for borrowed money, except for the borrowing of working capital in the ordinary course of business and consistent with past practice or for the purpose of the renewal or replacement of existing indebtedness or credit facilities;

(ix)          guarantee, endorse or otherwise become responsible for any material liability, obligation or indemnity or the obligations of any other person, or make any loans or advances;

(x)           enter into any material interest rate, currency, equity or commodity swaps, ▇▇▇▇▇▇, derivatives, forward sales contracts or other similar financial instruments except in the ordinary course of business consistent with past practice;

(xi)          pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved

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against in Osisko’s financial statements or incurred in the ordinary course of business consistent with past practice;

(xii)                           waive, release or relinquish any material contractual right, material right under any licence or permit or other material legal rights or claims, other than in the ordinary course of business consistent with past practice;

(xiii)                        amend or modify in any material respect any material contract, licence or permit, other than in the ordinary course of business consistent with past practice;

(xiv)                       abandon or fail to diligently pursue any application for any material licences, permits, authorizations or registrations;

(xv)                          abandon or fail to diligently pursue any application to renew any existing material licence, permit, order, claim, authorization, consent, approval (including Environmental Approvals) or registration;

(xvi)                       enter into or modify any employment, severance, collective bargaining, consulting, service or similar agreements, policies or arrangements with, or grant any bonuses, salary increases, stock options, pension or supplemental pension or other benefits, profit sharing, retirement allowances, deferred compensation, incentive compensation, severance or termination pay or any other similar form of compensation to, or make any loan to, any of its employees, directors or officers, other than with respect to employees in the ordinary course of business or as required pursuant to employment, pension, supplemental pension, termination or compensation arrangements or policies existing as of the date hereof;

(xvii)                    make any changes to Osisko’s existing accounting policies other than as required by applicable Laws, a Regulatory Authority or IFRS;

(xviii)                 except in the ordinary and regular course of business or as required by applicable Laws, enter into or modify in any material respect any contract, agreement, licence, franchise, Environmental approval, lease transaction, commitment or other right or obligation or arrangement that exceeds $500,000 without each of the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld;

(xix)                       make any investment in any person except in the ordinary and regular course of business, or acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any person or any material properties or assets;

(xx)                          authorize, recommend, propose or agree to any release or relinquishment of any standstill agreement or any other material contractual right;

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(xxi)                       enter into any agreements with its directors or officers or their respective affiliates or associates;

(xxii)                    except as otherwise contemplated by this Agreement or the Plan of Arrangement, make or change any tax election, change an annual tax accounting period, adopt or change any tax accounting method, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment, (other than in the ordinary and regular course of business or as required by applicable Laws);

(xxiii)                 enter into new commitments of a capital expenditure nature or incur any new contingent liabilities other than (i) as contemplated in the previously disclosed 2014 budget for the Canadian Malartic Property, (ii) ordinary course expenditures not contemplated in the 2014 budget for Canadian Malartic Property up to an aggregate amount of $1,000,000, (iii) expenditures required by Applicable Law, (iv) expenditures made in connection with the Arrangement and the other transactions contemplated in this Agreement, and (v) capital expenditures required to prevent the occurrence of a Material Adverse Effect on Osisko;

(xxiv)                create any new obligations or liabilities or modify or in any manner amend any existing obligations and liabilities to pay any amount, including loan amounts, to officers, directors, employees or consultants of Osisko;

(xxv)                   adopt or amend or make any contribution to any profit sharing, option, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees except in the ordinary and regular course of business;

(xxvi)                take any action that could reasonably be expected to interfere with or be inconsistent with the completion of the Arrangement or the transactions contemplated in this Agreement; or

(xxvii)             authorize, propose, announce an intention, enter into any agreement, or otherwise make a commitment to do any of the things prohibited by any of the foregoing subparagraphs;

(e)                                  Osisko shall use commercially reasonable efforts to cause its current insurance (or re-insurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such cancellation, termination or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

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(f)                                   Osisko shall promptly notify the Purchaser Parties of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or effect that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of Osisko, (B) any Regulatory Authority or third person making a material complaint, investigation or hearing (or communications indicating that the same may be contemplated) with respect to the transactions contemplated by this Agreement, (C) any breach by Osisko of any covenant or agreement contained in this Agreement, and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of Osisko contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate such that the condition set forth in Section 10.3(b) would not be satisfied.

(g)                                  Osisko shall use reasonable best efforts, and shall cause the Osisko Subsidiaries to use reasonable best efforts to not take any action which would render, or which reasonably would be expected to render, any representation or warranty made by it in this Agreement untrue at any time prior to the Effective Date if then made; and

(h)                                 neither Osisko shall not engage in any business, enterprise or other activity different from that carried on by it at the date of this Agreement.

5.2                                                                               Covenants of the Purchaser Parties

Each of the Purchaser Parties agree that prior to the Effective Date:

(a)                                 it shall use commercially reasonable efforts to preserve intact its business organizations;

(b)                                 Yamana and Agnico Eagle shall prepare and file with the applicable Regulatory Authorities, including the NYSE and the TSX, all necessary applications required in order to permit the issue and listing of Yamana Shares and Agnico Eagle Shares pursuant to the Arrangement;

(c)                                  it shall not, directly or indirectly, do or permit to occur any of the following without the prior consent of Osisko, such consent not to be unreasonably withheld or delayed:

(i)                                     not amend its articles or by-laws or the terms of its shares in a manner that could have a Material Adverse Effect on the market price or value of the Yamana Shares or Agnico Eagle Shares to be issued pursuant to the Arrangement;

(ii)                                  split, consolidate or reclassify any shares of Yamana or Agnico Eagle nor undertake any other capital reorganization;

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(iii)                               adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of either Yamana or Agnico Eagle;

(iv)                              reduce capital in respect of its shares; or

(v)                                 take any action that could reasonably be expected to interfere with or be inconsistent with the completion of the Arrangement or the transactions contemplated in this Agreement;

(d)                                 it shall promptly notify Osisko of (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or effect that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of such Purchaser Party, (B) any Regulatory Authority or third person making a material complaint, investigation or hearing (or communications indicating that the same may be contemplated) with respect to the transactions contemplated by this Agreement, (C) any breach by such Purchaser Party of any covenant or agreement contained in this Agreement, and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of such Purchaser Party contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate such that the condition set forth in Section 10.2(a) would not be satisfied.

ARTICLE 6
NON-SOLICITATION AND BREAK-UP FEE

6.1                                                                               Covenant Regarding Non-Solicitation

Except as otherwise required in order to comply with the terms of the Goldcorp Settlement Agreement:

(a)                                 On and after the date of this Agreement, except as otherwise expressly permitted herein, or to the extent that each of the Purchaser Parties has consented in writing, Osisko shall not, directly or indirectly, through any officer, director, employee, representative, advisor or agent of Osisko or an Osisko Subsidiary, or otherwise:

(i)                                     make, solicit, initiate, facilitate, encourage or promote (including by way of furnishing information, permitting any visit to facilities or properties of Osisko or an Osisko Subsidiary or entering into any form of agreement, arrangement or understanding) an Acquisition Proposal;

(ii)                                  participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any person any information or otherwise co-operate with, respond to, assist or participate in, any Acquisition Proposal;

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(iii)                               remain neutral with respect to, or agree to, approve or recommend, or propose publicly to agree to, approve or recommend any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until six (6) Business Days following formal commencement of such Acquisition Proposal shall not be considered a violation of this subsection 6.1(a)(iii));

(iv)                              make or propose publicly to make a Change in Osisko Recommendation (except in respect of a change in Osisko Recommendation because of a Material Adverse Effect in respect of either Agnico Eagle or Yamana);

(v)                                 accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement related to any Acquisition Proposal; or

(vi)                              make any public announcement or take any other action inconsistent with, or that would reasonably be likely to be regarded as detracting from, the recommendation of the directors of Osisko to approve the transactions contemplated herein;

provided, however, that, notwithstanding the preceding part of this subsection 6.1(a), the Osisko Board and on the direction of any of the directors of Osisko, any officer, employee, representative, agent or advisor of Osisko may, prior to the approval of the Arrangement by Osisko Shareholders, participate in discussions or negotiations with, or respond to enquiries from any person that has made an Acquisition Proposal (that was not solicited after the date hereof) that the directors of Osisko have determined in good faith after consultation with Osisko’s financial advisors and outside legal counsel, constitutes or could reasonably be expected to result in a Superior Proposal, but only if the Acquisition Proposal did not result from a breach of Section 6.1 of this Agreement by Osisko.

(b)                                 except as otherwise provided herein, Osisko shall, and shall cause the officers, directors, employees, consultants, representatives and agents of Osisko and each Osisko Subsidiary to, immediately terminate and cease any discussions or negotiations on behalf of Osisko with any parties (other than the Purchaser Parties) with respect to any proposal that constitutes, or could reasonably be expected to result in, an Acquisition Proposal. Osisko agrees not to release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. Osisko further agrees not to release any third party from any standstill agreement or provision to which such third party is a party (it being acknowledged and agreed that the automatic termination or modification of any standstill provisions of any such agreement as the result of the entering into an announcement of this Agreement, pursuant to the express terms of any such agreement, shall not be a violation of this Section 6.1(b)) and to take all required action to enforce such standstill agreements. Osisko shall, as

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soon as possible, but in any event within five (5) days of the date hereof, request the return or destruction of all material, non-public information provided to any third party that has entered into a confidentiality agreement with Osisko in connection with an Acquisition Proposal, to the extent that such material non-public information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honoured.

(c)                                  Osisko shall promptly provide notice to the Purchaser Parties and, in any event, within 24 hours of the receipt by any director or officer of Osisko of any Acquisition Proposal, or any amendment to an Acquisition Proposal, or any request for non-public information relating to Osisko or an Osisko Subsidiary in connection with any potential Acquisition Proposal or for access to the properties, books or records of Osisko or an Osisko Subsidiary by any person that Osisko reasonably believes could make, or has made, any Acquisition Proposal, Osisko shall notify the Purchaser Parties thereof, at first orally and then, as soon as possible thereafter, in writing. Such written notice shall include the identity of the person(s) making such proposal and all material terms and conditions of the Acquisition Proposal and provide such other details of the Acquisition Proposal, inquiry or contact as the Purchaser Parties may reasonably request.  Osisko shall provide copies of all letters, agreements and other documentation exchanged by or on behalf of Osisko and the third party.  Osisko shall keep the Purchaser Parties reasonably informed by way of further notices of the status, including any change to the material terms, of any such Acquisition Proposal.

(d)                                 If, prior to the approval of the Arrangement by Osisko Shareholders, Osisko receives a request for material non-public information from a person who is considering making or has made a bona fide written Acquisition Proposal (the existence and content of which have been disclosed to the Purchaser Parties), that did not result from a breach of this Article 6, and the Osisko Board determines that such proposal could, if consummated in accordance with its terms, reasonably be expected to result in a Superior Proposal or does constitute a Superior Proposal then, provided Osisko has complied with section 6.1(c), and only in such case, the Osisko Board may, subject to the execution of a confidentiality and standstill agreement on terms that are not more favourable to the person making or considering making the Acquisition Proposal than those set forth in the Confidentiality Agreement, provide such person with access to confidential and/or non-public information regarding Osisko; provided, however, that the Purchaser Parties are provided with a list of or a copy of the information, if any, provided to such person that was not previously provided to the Purchaser Parties and the Purchaser Parties are immediately provided with access to similar information.

(e)                                  Osisko shall ensure that its officers, directors, consultants and employees and any financial advisors or other advisors or representatives retained by Osisko are aware of the provisions of this section 6.1, and Osisko shall be responsible for any

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breach of this section 6.1 by such financial advisors or other advisors or representatives.

6.2                                                                               Notice of Superior Proposal Determination

(a)                                 Subject to the rights of the Purchaser Parties under Section 6.2(b), Osisko and the Osisko Board may make a Change of Osisko Recommendation or terminate this Agreement in accordance with Section 7.3 only if:

(i)                                     the Arrangement Resolution as not yet been approved by Osisko Shareholders;

(ii)                                  Osisko has complied with its obligations under this Article 6 with respect to the Superior Proposal, including by providing the Purchaser Parties with all documentation required to be delivered under Article 6 and a copy of the Superior Proposal (including any draft agreement to be entered into by Osisko which governs the Superior Proposal);

(iii)                               the Osisko Board has determined that the Acquisition Proposal constitutes a Superior Proposal, and of the intention of the Osisko Board to authorize Osisko to enter into such definitive agreement, undertaking or arrangement, or make a Change in Osisko Recommendation, and such written determination and written notice have been provided as soon as possible to the Purchaser Parties;

(iv)                              a period expiring at 5:00 p.m. (Toronto time) on the fifth business day (the “Response Period”) after the later of (x) the date on which the Purchaser Parties received written notice from Osisko that it has resolved, subject only to compliance with this Section 6.2(a) to accept, or enter into a definitive agreement, undertaking or arrangement or make a Change in Osisko Recommendation in respect of, a Superior Proposal and setting out the information required under subsection 6.2(a)(iii), and (y) the date the Purchaser Parties received a copy of the Superior Proposal as provided in Section 6.2(a), has elapsed;

(v)                                 the Osisko Board has considered any amendment to the terms of this Agreement proposed in writing by the Purchaser Parties (or on its behalf) before the end of the Response Period as contemplated in Section 6.2(b) and determined in good faith (after consultation with its financial advisors and outside legal counsel), that the Superior Proposal remains a Superior Proposal (as assessed against this Agreement, together with the written amendments, if any, proposed by the Purchaser Parties before the end of the Response Period); and

(vi)                              subject to the Purchaser Parties not being in breach of or having failed to perform any of its representations, warranties, covenants or agreements set

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forth in this Agreement, where such breach or failure would render any of the Purchaser Parties incapable of consummating the Arrangement, Osisko has paid (or caused to be paid) to the Purchaser Parties the Termination Payment in accordance with Section 6.3.

(b)                                 During the five (5) Business Days referred to in subsection 6.2(a) hereof, the Purchaser Parties shall have the opportunity, but not the obligation, to offer in writing to amend the terms of this Agreement and the Arrangement. The Osisko Board shall review any offer by the Purchaser Parties to amend the terms of this Agreement and the Arrangement in order to determine in good faith, as of the later of the dates referred to in subsection 6.2(a)(v) hereof, whether the offer of the Purchaser Parties to so amend the terms of this Agreement (including an amendment that would change the respective participations of the Purchaser Parties in the Arrangement or an amendment which would terminate the obligations of one of the Purchaser Parties hereunder) would, upon acceptance by Osisko, result in the Acquisition Proposal, for which notice has been provided pursuant to subsection 6.2(a)(v) hereof, not being a Superior Proposal. If the directors of Osisko so determine, Osisko shall enter into an amended agreement with the Purchaser Parties reflecting the amended proposal of the Purchaser Parties and will thereafter, if requested in writing by the Purchaser Parties, as promptly as possible (but in any event within five (5) Business Days) after receipt of such written request by the Purchaser Parties, reaffirm its recommendation of the Arrangement as amended.  If the Osisko Board does not so determine, then Osisko may terminate this Agreement in accordance with Section 7.3(g) in order to enter into a definitive agreement in respect of such Superior Proposal, provided that in no event shall the Osisko Board take any action prior to the end of the Response Period that may obligate Osisko or any other person to seek to interfere with the completion of the Arrangement, or impose any “break-up”, “hello” or other fees or options or rights to acquire assets or securities, or any other obligations that would survive completion of the Arrangement, on Osisko or any of the Osisko Subsidiaries, property or assets.

(c)                                  Osisko acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under subsection6.2(a)(iv) hereof and shall initiate an additional five (5) Business Day period.

(d)                                 Where at any time before the Meeting, Osisko has provided the Purchaser Parties with a notice under subsection 6.1(c), an Acquisition Proposal has been publicly disclosed or announced, and the five (5) Business Day period under subsection 6.2(a) has not elapsed, then, subject to applicable Laws, Osisko may, or, at the Purchaser Parties’ request will, postpone or adjourn the Meeting to a date acceptable to the Purchaser Parties and Osisko, both acting reasonably, which shall not be less than two (2) and not more than five (5) Business Days after the end of the response period referred to in subsection 6.2(b) and shall, in the event

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that the Purchaser Parties and Osisko amend the terms of this Agreement pursuant to subsection 6.2(b), ensure that the details of such amended Agreement are communicated to the Osisko Shareholders prior to the resumption of the adjourned Meeting.

(e)                                  Nothing in this Agreement shall prevent the Osisko Board from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal or from withdrawing, modifying or changing its recommendation as a result of the Purchaser Parties having suffered a Material Adverse Effect. Further, nothing in this Agreement shall prevent the Osisko Board from making any disclosure to the Osisko Shareholders if the Osisko Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Osisko Board. The Purchaser Parties and their respective counsel shall be given a reasonable opportunity to review and comment on the form and content of any such directors’ circular, recognizing that whether or not such comments are appropriate will be determined by Osisko, acting reasonably.

6.3                                                                               Termination Payment Event

In the event that:

(a)                                 this Agreement is terminated by the Purchaser Parties pursuant to subsection 7.3(c) or (f) hereof (except in respect of a Change in Osisko Recommendation because of a Material Adverse Effect in respect of either Agnico Eagle or Yamana); or

(b)                                 an Acquisition Proposal is publicly announced, proposed, offered or made to the Osisko Shareholders or any person shall have publicly announced an intention to make a bona fide Acquisition Proposal in respect of Osisko and:

(i)                                     after such Acquisition Proposal shall have been made known, made or announced, the Osisko Shareholders do not approve the Arrangement or vote upon the Arrangement Resolution; or

(ii)                                  this Agreement is terminated by the Purchaser Parties pursuant to Sections 7.3(e),

and in the case of either (i) or (ii) such Acquisition Proposal or an amended version thereof relating to Osisko is consummated or effected as applicable within 12 months of the date the first Acquisition Proposal is publicly announced, proposed, offered or made; provided that, for the purposes of this Section 6.3(b), (A) all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”; and (B) the unsolicited take-over bid commenced by Goldcorp on January 14, 2014, as amended on April 10, 2014,

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shall not constitute an “Acquisition Proposal” unless the terms of such take-over bid are further amended to increase the consideration payable to Osisko Shareholders thereunder; or

(c)                                  this Agreement is terminated by Osisko pursuant to subsection 7.3(g); or

(d)                                 this Agreement is terminated by the Purchaser Parties pursuant to subsection 7.3(j);

then Osisko shall pay to the Purchaser Parties (x) in the circumstances set forth in subsection 6.3(a) or 6.3(c) above, at the time of the termination of this Agreement or, in the circumstances set forth in subsection 6.3(b), within five (5) days following the completion of such Acquisition Proposal, as consideration for the Purchaser Parties’ disposition of rights under this Agreement, an amount in cash equal to $195,000,000 (the “Termination Payment”), or (y) in the circumstances set forth in subsection 6.3(d) above, at the time of the termination of this Agreement an amount in cash equal to $20,000,000 (the “Expense Fee”), in either case payable 50% to Agnico Eagle and 50% to Yamana, as full and final reimbursement of the Purchaser Parties’ fees, costs and expenses incurred in connection with the Arrangement, in immediately available funds.  Osisko shall not be obligated to make more than one payment pursuant to this section 6.3. Osisko hereby acknowledges that the Termination Payment and/or Expense Fee, as applicable, is a payment of liquidated damages which are a genuine pre-estimate of the damages which the Purchaser Parties will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. Osisko hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of the Termination Payment and/or Expense Fee, as applicable, by the Purchaser Parties (except that in the event that a payment under Section 6.3(b) becomes due and payable hereunder, such amount shall be immediately paid to the Purchaser Parties net of the Expense Fee), the Purchaser Parties shall have no further claim against Osisko in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude the Purchaser Parties from seeking injunctive relief to restrain any breach or threatened breach by Osisko of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith.

ARTICLE 7
AMENDMENT AND TERMINATION

7.1                                                                               Amendment

This Agreement may, at any time and from time to time before or after the holding of the Meeting be amended by mutual written agreement of the parties without, subject to applicable Law, further notice to or authorization on the part of the Osisko Shareholders and any such amendment may, without limitation:

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(a)                                 change the time for the performance of any of the obligations or acts of either of the parties;

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

(c)                                  waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the parties; and

(d)                                 waive compliance with or modify any condition herein contained;

provided, however, that notwithstanding the foregoing, following the Meeting, the consideration payable hereunder to the Osisko Shareholders shall not be amended without the approval of the Osisko Shareholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court. This Agreement and the Plan of Arrangement may be amended in accordance with the Final Order, but in the event that the terms of the Final Order require any such amendment, the rights of the parties under sections 10.1, 10.2, 10.3, 6.3 and Article 7 hereof shall remain unaffected.

7.2                                                                               Mutual Understanding Regarding Amendments

(a)                                 In addition to the transactions contemplated hereby or at the request of a party, the parties will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize present and future planning opportunities for Osisko, New Osisko, the Osisko Shareholders, the Osisko Subsidiaries and the Purchaser Parties as and to the extent that the same shall not prejudice any party or the shareholders thereof. The parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way.

(b)                                 The Parties mutually agree that if a Party proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Osisko on the one hand, and the Purchaser Parties on the other hand, will act reasonably in considering such amendment and if the other of them and the shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the party proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Osisko Shareholders.

(c)                                  At any time prior to the Meeting:  Osisko and the Purchaser Parties shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of Osisko, New Osisko, the Purchaser Parties and the Osisko Shareholders, provided that:  (A) any such proposal is not likely to materially prejudice the other party or the Osisko Shareholders, (B) would not impede or materially delay the completion of the

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transactions contemplated hereby, (C) the party making the proposal has provided notice of such proposal to the other party not less than fifteen (15) Business Days prior to the date of the Meeting and (D) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement.

Each of Osisko and the Purchaser Parties agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach.

Osisko and the Purchaser Parties shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Osisko and the Purchaser Parties shall each use its respective commercially reasonable efforts to communicate any such modifications to the Osisko Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Osisko Shareholders at the Meeting.

7.3                                                                               Termination

This Agreement may be terminated at any time prior to the Effective Date:

(a)                                 by the mutual written consent, duly authorized by the board of directors of each of the parties;

(b)                                 either

(i)             by the Purchaser Parties, acting jointly, if any of the conditions in Sections 10.1 or 10.3 is not satisfied or waived in accordance with those sections and such condition is incapable of being satisfied by the Completion Deadline, provided that the Purchaser Parties are in material compliance with the terms and conditions of this Agreement; or

(ii)          by Osisko if any of the conditions in Sections 10.1 or 10.2 hereof is not satisfied or waived in accordance with those sections and such condition is incapable of being satisfied by the Completion Deadline, provided that Osisko is in material compliance with the terms and conditions of this Agreement;

(c)                                  by the Purchaser Parties if an Acquisition Proposal in respect of Osisko has been made or proposed and the directors of Osisko: (i) makes a Change in Osisko Recommendation, or (ii) except as permitted under subsection 6.1(a)(iii), shall have failed, after being requested by the Purchaser Parties in writing in accordance with subsection 6.2(b), to reaffirm its approval or recommendation of the Arrangement and the transactions contemplated herein as promptly as possible

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(but in any event within six (6) Business Days) after receipt of such written request from the Purchaser Parties, or (iii) approves, recommends, endorses, accepts or authorizes Osisko to enter into any agreement in respect of an Acquisition Proposal (other than a confidentiality agreement that complies with subsection 6.1(d) hereof));

(d)                                 by the Purchaser Parties or by Osisko if the necessary approval of the Osisko Shareholders and Osisko Optionholders shall not have been obtained at the Meeting;

(e)                                  by either the Purchaser Parties or Osisko if the Arrangement shall not have been completed by the Completion Deadline provided however, if the Arrangement has not been completed by such date because the Meeting has not been held due to the fault of Osisko (the parties acknowledging that Osisko is not at fault in the event that the Meeting has not been held due to an order of a Regulatory Authority), then Osisko shall not be entitled to terminate this Agreement;

(f)                                   by the Purchaser Parties if the directors of Osisko shall have made a Change in Osisko Recommendation;

(g)                                  by Osisko if Osisko proposes to enter into a definitive agreement with respect to a Superior Proposal in compliance with sections 6.1 and 6.2 hereof, provided that concurrently with such termination, Osisko pays the Termination Payment to the Purchaser Parties;

(h)                                 by either the Purchaser Parties or Osisko if any Law makes the completion of the Arrangement illegal or otherwise prohibited;

(i)                                     at any time by the Purchaser Parties if Osisko shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure has, or would reasonably be expected to have, a Material Adverse Effect on Osisko; or

(j)                                    by the Purchaser Parties if any person shall have acquired 20% or more of the Osisko Shares.

provided that any termination by a party in accordance with paragraphs (b) to (j) above shall be made by such Party delivering written notice thereof to the other party prior to the Effective Date and specifying therein in reasonable detail the matter or matters giving rise to such termination right. In the event of any such termination, the provisions of sections 6.2(d), 6.3 and 11.3 shall survive the termination hereof and remain in full force and effect. In all other respects, each party shall be deemed to have released, remised and forever discharged the other party in respect of any and all claims arising in respect of this Agreement, except as otherwise provided herein.

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ARTICLE 8
OTHER COVENANTS AND AGREEMENTS

8.1                                                                               Option Plan

Subject to applicable Laws, Osisko and the Osisko Board shall accelerate the time at which the outstanding Options may first be exercised, make any required amendments to the Option Plan or the Options outstanding thereunder and take any further action necessary to ensure that all Options may be exercised immediately prior to the Effective Time and that any unexercised Option shall terminate and be cancelled at the Effective Time in accordance with the Plan of Arrangement.  In addition, Osisko shall:

(a)                                 promptly deliver written notice to each holder of outstanding Options offering the Option holder the opportunity to elect (i) to subscribe for all of the Osisko Shares issuable upon exercise of such Options and payment of the relevant exercise price within the period prescribed by the Osisko Board (the “Prescribed Period”), such period being at least 30 days in duration (unless otherwise agreed to by the Option holder) and in any event to expire one day prior to or as of the Effective Date, or (ii) to accept termination of the Option pursuant to the Arrangement if no such election is made ;

(b)                                 deliver written notice to each holder of Out-of-the-Money Options notifying such holder of the cash amount that such Option holder will be entitled to receive pursuant to Section 3.3(f) of the Plan of Arrangement; and

(c)                                  immediately prior to or contemporaneously with the completion of the Arrangement, issue as fully paid and non-assessable shares, free of pre-emptive rights, Osisko Shares to all holders of Options who have validly elected to subscribe for Osisko Shares and tendered payment in respect of such Osisko Shares within the Prescribed Period.

8.2                                                                               Shareholder Rights Plan

Subject to applicable Laws, Osisko shall take all necessary action prior to the Effective Date to (a) render the Shareholder Rights Plan inapplicable to the Arrangement and the other transactions contemplated by this Agreement and (b) ensure that (i) none of the Purchaser Parties nor any of its Affiliates is an “Acquiring Person” or an Affiliate or Associate of an “Acquiring Person” or person acting jointly or in concert with an “Acquiring Person” or any Associate or Affiliate thereof, (ii) none of a “Stock Acquisition Date”, “Separation Time” or “Flip-in Event” shall occur by reason of the approval, execution or delivery of this Agreement, the Lock-Up Agreements, the announcement or consummation of the Arrangement or the consummation of any other transaction contemplated by this Agreement, and (iii) the application of any of the relevant provisions of the Shareholder Rights Plan to the Arrangement or any of the transactions contemplated by this Agreement shall be waived or the SRP Rights shall be redeemed or terminated immediately prior to the Effective Date.  Capitalized terms used in this

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Section 8.2 but not defined in this Agreement shall have the meaning attributed to them in the Shareholder Rights Plan.

8.3                                                                               Adjustments Regarding Distributions

(a)                                 If on or after the date hereof, Osisko sets a record date for any dividend or other distribution on an Osisko Share that is prior to the Effective Time or Osisko pays any dividend or other distribution on an Osisko Share prior to the Effective Time, then the parties shall make such adjustments to the consideration payable to Osisko Shareholders hereunder as they determine acting in good faith to be necessary to restore the original intention of the parties in the circumstances.

(b)                                 If on or after the date hereof, either of the Purchaser Parties sets a record date for any dividend or other distribution on its shares that is prior to the Effective Time or a Purchaser Party pays any dividend or other distribution on its securities prior to the Effective Time other than in accordance with past practices, then the parties shall make such adjustments to the Yamana Cash Consideration and/or Agnico Eagle Cash Consideration (as applicable) payable to Osisko Shareholders hereunder as they determine acting in good faith to be necessary to restore the original intention of the parties in the circumstances.

8.4                                                                               Formation of Canadian Malartic GP

(a)                                 Osisko shall, as soon as reasonably practicable after the date of execution of this Agreement, and in any event no later than the Effective Time, incorporate a wholly-owned subsidiary pursuant to the CBCA (“Canadian Malartic Partner Co.”) and (i) shall subscribe and cause Osisko Partner Co. to subscribe for ten (10) units in Canadian Malartic GP for the amount of $1,000 per unit, and (ii) Osisko and Canadian Malartic Partner Co. shall enter into the Canadian Malartic Partnership Agreement.

8.5                                                                               Pre-Acquisition Reorganization and Alternative Transaction

(i) Osisko agrees that, upon request by the Purchaser Parties, Osisko shall subject to applicable Laws, effect such reorganizations of its business, operations and assets (excluding New Osisko Assets) or such other transactions as the Purchaser Parties may request, acting reasonably (each, a “Pre-Acquisition Reorganization”); (ii) Purchaser Parties agree that upon notice by Osisko to them, Osisko shall (A) subject to applicable Laws, effect such reorganization of the New Osisko Assets as Osisko may require acting reasonably; and (iii) Osisko shall cooperate with the Purchaser Parties and their advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that any Pre-Acquisition Reorganization (A) is not prejudicial to Osisko, New Osisko, the Osisko Shareholders or the the holders of New Osisko Shares in any material respect; (B) does not result in any material breach by Osisko or New Osisko of its constating documents, any existing contract or commitment or any Law; (C) does not reduce the consideration due to the Osisko Shareholders pursuant to the transactions contemplated by this Agreement or reduce the value of New Osisko to the Osisko Shareholders; (D) does not require Osisko to obtain the prior approval of the Osisko Shareholders other than at

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the Meeting; (E) would not impede or materially delay the completion of the Arrangement; and (F) would not result in any adverse Tax or other consequences to any Osisko, New Osisko, Osisko Shareholders or holders of New Osisko Shares. The Purchaser Parties shall provide written notice to Osisko of any proposed Pre-Acquisition Reorganization at least ten Business Days prior to the Effective Date.  Upon receipt of such notice, the Purchaser Parties and Osisko shall work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Date all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization.  Each of the Purchaser Parties agree to waive any breach of a representation, warranty or covenant by Osisko where such breach is a result of an action taken by Osisko in good faith pursuant to a request by the Purchaser Parties in accordance with this Section 8.5.  The Purchaser Parties shall indemnify Osisko and New Osisko and their respective 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 (including actual out-of-pocket costs and expenses for external legal counsel and disbursements). The completion of any such Pre-Acquisition Reorganization shall be subject to the satisfaction or waiver in writing by the Purchaser Parties of the conditions set forth in Article 10 and shall be effected prior to the Effective Time.

8.6                                                                               Further Assurances

(a)                                 Subject to the terms and conditions of this Agreement, each party agrees to use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (i) to satisfy (or cause the satisfaction of) the conditions set out in Article 10 to the extent the same is within its control and to consummate and make effective as promptly as is practicable the transactions contemplated herein and (ii) for the discharge by each party of its respective obligations under this Agreement and the Arrangement, including its obligations under applicable Laws, in each case including the execution and delivery of such documents as the other parties hereto may reasonably require, and each party shall use its commercially reasonable efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings, including, but not limited to, approvals and filings under applicable securities Laws and with the TSX, the NYSE and submissions of information requested by Regulatory Authorities.  Each of the parties hereto, where appropriate, shall reasonably cooperate with the other parties in taking such actions.

(b)                                 Each of Osisko and New Osisko shall execute and deliver, or cause to be executed and delivered, such customary agreements, certificates, resolutions and other documents and instruments as may be requested by the other parties hereto, all in form satisfactory to the other parties hereto, acting reasonably, necessary or required in order to complete the Arrangement and the other transactions contemplated herein, including any Pre-Acquisition Reorganization, and, in the case of each Pre-Acquisition Reorganization, such opinions as are required or are customary for such Pre-Acquisition Reorganization.

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8.7                                                                               Notification of Certain Matters

(a)                                 Each party shall give prompt notice to the other parties:

(i)                  if it becomes aware that any representation or warranty made by such party in this Agreement is untrue or inaccurate in any material respect;

(ii)               of the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Date; and

(iii)            of any failure of such party or any of its Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

(b)                                 Except for proxies and other non-substantive communications, Osisko shall furnish promptly to each of the Purchaser Parties a copy of each notice, report, schedule or other document or communication delivered, filed or received by Osisko in connection with this Agreement, the Arrangement and the other transactions contemplated in this Agreement, the Interim Order or the Meeting or any other meeting at which all Osisko Shareholders are entitled to attend relating to special business, any filings made under any applicable Law and any dealings or communications with any Regulatory Authority or stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement.

8.8                                                                               Information and Access

(a)                                 Osisko will furnish to a Purchaser Party such information, in addition to the information contained in this Agreement, relating to Osisko or any Osisko Subsidiary as may reasonably be requested by any of the Purchaser Parties for purposes of enabling such Purchaser Party to comply with applicable securities Laws, and such information and any other information relating to Osisko provided by Osisko to such Purchaser Party will be true and complete in all material respects and will not contain a misrepresentation (as defined in the Securities Act).

(b)                                 Upon reasonable notice, Osisko agrees to continue to provide each of the Purchaser Parties and its Representatives with reasonable access (without disruption to the conduct of Osisko’s business) during normal business hours to all books, records, information and files in its possession and control and access to its personnel on an as reasonably requested basis as well as reasonable access to the properties of Osisko and the Osisko Subsidiaries in order to allow each of the Purchaser Parties to continue to conduct such investigations as any of the Purchaser Parties may consider necessary or advisable, and further agrees to assist such Purchaser Party in all reasonable ways in any due diligence investigations which such Purchaser Party may wish to conduct.  Nothing in the foregoing shall require Osisko to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of an agreement with third parties, provided that Osisko accepts that

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counsel to each of the Purchaser Parties may have access to such sensitive information in connection with obtaining certain regulatory approvals.

(c)                                  Following the Effective Date, New Osisko shall provide each of the Purchaser Parties and its Representatives with reasonable access (without disruption to the conduct of New Osisko’s business) during normal business hours to its premises and to all books, records, information and files in its possession relating to the Osisko Assets and allow the Purchaser Parties and Osisko and their Representatives to remove all books, records and information solely and directly relating to the Osisko Assets.  New Osisko shall, as may be reasonably requested by any of the Purchaser Parties, facilitate the transfer of such books, records and information to the Purchaser Parties or Osisko.

8.9                                                                               Shareholder Claims

Osisko shall notify each of the Purchaser Parties of any claim brought by any present, former or purported holder of any securities of Osisko in connection with the transactions contemplated by this Agreement prior to the Effective Date and shall consult with each of the Purchaser Parties prior to settling any such claim prior to the Effective Date.

8.10                                                                        Employees

(a)                                 Osisko shall use its commercially reasonable efforts to cause certain employees and consultants of Osisko to accept, effective at the Effective Time, offers of employment with New Osisko on substantially similar terms to their employment with Osisko.  For a period of six months after the Effective Date, New Osisko shall provide the Purchaser Parties with such reasonable assistance with respect to the transition of operations at Osisko and the Osisko Properties, provided that the Purchaser Parties provide reasonable compensation for such assistance.  It is acknowledged that the final determination with regard to the acceptance of any employment offer or secondment will be at the sole discretion of the individual.

(b)                                 Each of the Purchaser Parties covenant and agree, and after the Effective Time will cause Osisko and any successor to Osisko, to honour and comply in all material respects with the terms of all existing change of control agreements and employment and severance obligations of Osisko and Osisko subsidiaries and all pension and other employee compensation and benefit obligations of Osisko and Osisko subsidiaries.

8.11                                                                        Public Statements

The parties shall issue a joint press release with respect to this Agreement and the Arrangement as soon as practicable, in a form acceptable to each party.  Each party shall consult with the other parties prior to issuing any other press releases or otherwise making public statements with respect to the Arrangement or this Agreement and shall provide the other parties with a reasonable period of time to review and comment on all such press releases or statements prior to the release thereof.

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8.12                                                                        Directors and Officers Insurance

(a)                                 Each of the Purchaser Parties hereby covenants and agrees that prior to the Effective Date, Osisko may, at its expense, take all action deemed appropriate or necessary, for the placement of run-off insurance for a period of up to six years after the Effective Date for Osisko’s current and former directors and officers, provided that the cost of such policies shall not exceed 400% of Osisko’s current annual aggregate premium for directors’ and officers’ liability insurance currently maintained by Osisko.  If such insurance is not available for that cost, Osisko may purchase that amount of insurance which can be purchased for up to 400% of Osisko’s current annual aggregate premium for directors’ and officers’ liability insurance currently maintained by Osisko.

(b)                                 The Purchaser Parties shall, on a joint and several basis, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of Osisko and the Osisko Subsidiaries, and acknowledges that such rights, shall survive the completion of the Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date.

(c)                                  If following the Effective Time Osisko or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, the Purchaser Parties shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of Osisko) assumes all of the obligations set forth in this Section 8.12.

8.13                                                                        Resignations and Director &Officers Releases

(a)                                 Osisko shall use its commercially reasonable efforts to cause to be delivered to each of the Purchaser Parties on the Effective Date resignations, effective upon acceptance by each of the Purchaser Parties, of the directors of Osisko and each Osisko Subsidiary other than New Osisko.

(b)                                 the Purchaser Parties and Osisko shall deliver (for and on behalf of such parties and their respective subsidiaries and affiliates and their respective directors, officers, employees, agents, insurers, predecessors, successors and assigns), or cause to be delivered, to each of the directors of Osisko and each Osisko Subsidiary, a legally binding and enforceable unconditional release (including comprehensive indemnification provisions) in favour of such director (and such director’s, heirs, executors, personal representatives and assigns) from any and all obligations or liabilities of any nature whatsoever he or she may have relating in any manner whatsoever to such director’s relationship with Osisko and the Osisko Subsidiaries (the “Director Releases”).

8.14                                                                        Indemnification by New Osisko

(a)                                 New Osisko hereby agrees to provide, prior to the Effective Time, an indemnity in favour of each of the Purchaser Parties and Osisko, substantially on the terms provided in

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Schedule J, to indemnify and save harmless each of the Purchaser Parties and Osisko from all Losses suffered or incurred by any of the Purchaser Parties or Osisko as a result of or arising directly out of or in connection with an Indemnified Liability, provided that New Osisko shall have no liability hereunder in respect of any Claims unless a Purchaser Party or Osisko shall have delivered an Indemnity Notice in respect of such Claim within (1) one year following the Effective Date.

8.15                                                                        Transfer of New Osisko Assets

The transfer of the New Osisko Assets by Osisko to New Osisko pursuant to the Arrangement will occur pursuant to subsection 85(1) of the Tax Act.  Osisko and New Osisko will elect jointly under subsection 85(1) of the Tax Act in prescribed form and within the prescribed time for purposes of the Tax Act, and shall in such joint election agree in respect of the transfer of each New Osisko Asset that Osisko’s proceeds of disposition and New Osisko’s cost of such New Osisko Asset shall be such amount (each, an “Elected Amount”), within the limits of the Tax Act, that results in Osisko not realizing any gain or income in respect of the disposition of such New Osisko Asset with the exception that, the Elected Amount: (i) in respect of the Canadian Malartic NSR shall be $50,000,000 and (ii) the elected amount in respect of the Canadian Exploration Properties NSR shall be $1.00.

8.16                                                                        Standstill

On the Effective Date, each of the Purchaser Parties will deliver to New Osisko a covenant that it will not, during the Standstill Period (defined below) without the consent of New Osisko: (i) offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, more than 5% of any voting securities or securities convertible into or exchangeable for voting securities (with notice to be provided to New Osisko when 1% of any voting securities or securities convertible into or exchangeable for voting securities have been acquired, and for each additional 1% acquired thereafter), or direct or indirect rights or options to acquire any voting securities, of New Osisko; (ii) make, or in any way participate in, any solicitation of proxies to vote, or seek to advise or influence any other person with respect to the voting of any voting securities of New Osisko; (iii) otherwise seek to control or influence the management, directors or corporate policies of New Osisko or to obtain representation on New Osisko’s board of directors; (iv) engage in any discussions or negotiations, enter into any agreement or submit any proposal or offer (with or without conditions) in connection with any business combination or other acquisition transaction or extraordinary transaction involving New Osisko; or (v) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or make any public announcement of any intention to do or take any of the foregoing.  The “Standstill Period” shall be the period commencing on the Effective Date and ending on the earlier of (i) the fifth anniversary of the Effective Date, or (ii) the date upon which New Osisko shall have approved or entered into, or announced the approval or entering into of, an agreement, transaction or series of related transactions with a person other than such Purchaser Party, a person under common control with such Purchaser Party or a person acting jointly or in concert with the foregoing (a “Third Party”) having as its object the acquisition, directly or indirectly, of not less than 20% of the outstanding voting or equity securities of New Osisko or assets of

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New Osisko or its subsidiaries (or both) Yamana representing not less than 20% of the net asset value or contribution to earnings of New Osisko and its subsidiaries on a consolidated basis.

ARTICLE 9
COVENANTS RELATING TO REGULATORY APPROVALS

9.1                                                                               Regulatory Filings and Approvals

(a)                                 As soon as reasonably practicable after the date hereof, each party shall make all necessary filings, applications and submissions with Regulatory Authorities under all applicable Laws in respect of the transactions contemplated herein.  Each party shall provide such additional information and make or cause to be made such additional filings reasonably required by any Regulatory Authority in respect of the transactions contemplated herein.

(b)                                 Each party shall use its commercially reasonable efforts to obtain all consents, approvals, authorizations or waivers required to be obtained by it from Regulatory Authorities in respect of the transactions contemplated herein.

(c)                                  Without limiting the generality of Section 9.1,

(i)             the Purchaser Parties shall use their commercially reasonable efforts to obtain the Competition Approval; and

(ii)          The Purchaser Parties and Osisko shall use their reasonable best efforts to obtain such exemptive relief from applicable securities Laws as the Purchaser Parties and Osisko, acting reasonably, determine to be necessary or desirable.

9.2                                                                               Cooperation Regarding Regulatory Filings and Approvals

(a)                                 Subject to applicable Laws, each party shall provide the other parties (or their external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment (and in advance of any filing, application or submission) on all filings, applications and submissions with Regulatory Authorities to be made by it and the other parties shall use its commercially reasonable efforts to cooperate with and assist such party in the preparation and making of all such filings, applications and submissions and the obtaining of all consents, approvals, authorizations or waivers required to be obtained by such party (including participating and appearing in any proceedings before Regulatory Authorities).

(b)                                 Each party shall promptly notify the other parties of any material communication to such party from any Regulatory Authority in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other parties (or their external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Regulatory Authority.  Each party shall

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consult with the other parties (or their external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Regulatory Authority in respect of the transactions contemplated herein and give the other parties (or their external counsel in respect of competitively-sensitive, privileged or confidential matters) the opportunity to attend and participate thereat.

ARTICLE 10
CONDITIONS

10.1                                                                        Mutual Conditions

The obligations of Osisko and each of the Purchaser Parties to complete the transactions contemplated herein are subject to fulfillment of the following conditions on or before the Effective Date:

(a)                                 the Interim Order and the Final Order shall each have been obtained in form and substance satisfactory to the parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the parties, acting reasonably, on appeal or otherwise;

(b)                                 the Arrangement Resolution shall have been approved by the Osisko Shareholders and Osisko Optionholders at the Meeting in accordance with the Interim Order;

(c)                                  there shall not be in force any Law and no Regulatory Authority shall have issued any order or decree restraining or prohibiting the completion of the transactions contemplated herein;

(d)                                 (i) the TSX shall have conditionally approved the listing thereon, subject to official notice of issuance, and the NYSE shall have approved the listing thereon, of Yamana Shares and Agnico Eagle Shares to be issued pursuant to the Arrangement as of the Effective Date, with final notice of issuance to be provided by the TSX as soon as possible thereafter, (ii) the TSX shall have conditionally approved the listing thereon, subject to official notice of issuance, of New Osisko Shares to be issued pursuant to the Arrangement as of the Effective Date, with final notice of issuance to be provided as soon as possible thereafter, and (iii) the TSX and NYSE shall have, if required, accepted notice for filing of all transactions of Osisko and Yamana contemplated herein or necessary to complete the Arrangement, subject only to compliance with the usual requirements of the TSX and NYSE;

(e)                                  the issuance of Yamana Shares, Agnico Eagle Shares and New Osisko Shares issuable pursuant to the Arrangement shall be exempt from registration requirements under the 1933 Act pursuant to section 3(a)(10) thereof and the registration and qualification requirements of all applicable state securities laws, and, Yamana Shares, Agnico Eagle Shares and New Osisko Shares issuable pursuant to the Arrangement shall not be subject to resale restrictions in the

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▇▇▇▇▇▇ ▇▇▇▇▇▇ under the 1933 Act (other than as may be prescribed by Rule 144 and Rule 145 under the 1933 Act);

(f)                                   there shall not be threatened in writing or pending any suit, action or proceeding by any Regulatory Authority challenging this Agreement or the transactions contemplated hereby, that would reasonably be expected to result in a judgment, order or decree delaying, restraining or prohibiting the Arrangement, prohibiting or imposing material limitations on the ownership of the Osisko Properties (or any of the Purchaser Parties’ direct or indirect ownership of Osisko on or following the Effective Date) or compelling any of the Purchaser Parties to dispose of or hold separate any material portion of the business or assets of Osisko (or any equity interest in Osisko).

(g)                                  the Competition Approval shall have been obtained on terms and conditions satisfactory to each of the Purchaser Parties, acting reasonably; and

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

The foregoing conditions are for the mutual benefit of Osisko and each of the Purchaser Parties and may be waived, in whole or in part, in writing by a party at any time.

10.2                                                                        Osisko Conditions

The obligations of Osisko to complete the transactions contemplated herein are subject to the fulfillment of the following conditions on or before the Effective Date or such other time as specified below:

(a)                                 each of the Purchaser Parties shall have carried out each of the preliminary steps required of it under Section 3.2 of the Plan of Arrangement;

(b)                                 the representations and warranties made by Agnico Eagle and Yamana in this Agreement that are qualified by Material Adverse Effect shall be true and correct and the representations and warranties made by Agnico Eagle and Yamana in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), and in either case, except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, have a Material Adverse Effect on either Agnico Eagle or Yamana, and each of Agnico Eagle and Yamana shall have provided to Osisko and New Osisko the certificate of two senior officers of each of the Purchaser Parties certifying such accuracy on the Effective Date;

(c)                                  Subject to Section 10.4, each of the Purchaser Parties shall have complied in all material respects with its covenants herein, and each of the Purchaser Parties shall

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have provided to Osisko and New Osisko the certificate of two senior officers of each of the Purchaser Parties certifying that each of the Purchaser Parties has so complied with its covenants herein; and

(d)                                 from the date hereof and up to and including the Effective Date, there shall have been no change, effect, event, circumstance, fact or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on either Agnico Eagle or Yamana;

(e)                                  the directors of each of Agnico Eagle and Yamana shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Agnico Eagle and Yamana to permit the consummation of the Arrangement;

(f)                                   Agnico Eagle shall have deposited with the Depository the aggregate Agnico Eagle Cash Consideration and the aggregate Agnico Eagle Share Consideration delivered pursuant to the Plan of Arrangement;

(g)                                  Yamana shall have deposited with the depository the aggregate Yamana Cash Consideration and the aggregate Yamana Share Consideration deliverable pursuant to the Plan of Arrangement;

(h)                                 the Canadian Exploration Properties NSR shall have been granted over each of the Canadian Exploration Properties; and

(i)                                     the Canadian Malartic Mill Fee Royalty shall have been granted to New Osisko; and

(j)                                    the Purchaser Parties shall have delivered the Director Releases.

The foregoing conditions precedent are for the benefit of Osisko and New Osisko and may be waived, in whole or in part, by Osisko and New Osisko in writing at any time.  Neither Osisko nor New Osisko may rely on the failure to satisfy any of the conditions in this Section 10.2 if the condition was not satisfied solely as a result of a material default by Osisko or New Osisko in complying with its obligations under this Agreement.

10.3                                                                        Purchaser Party Conditions

The obligation of each of the Purchaser Parties to complete the transactions contemplated herein are subject to the fulfillment of the following conditions on or before the Effective Date or such other time as specified below:

(a)                                 Osisko shall have carried out each of the preliminary steps required of it under Section 3.2 of the Plan of Arrangement;

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(b)                                 the representations and warranties made by Osisko in this Agreement that are qualified by Material Adverse Effect shall be true and correct and the representations and warranties made by Osisko in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), and in either case, except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, have a Material Adverse Effect on Osisko, and each of Osisko and New Osisko shall have provided to each of the Purchaser Parties the certificate of two senior officers of Osisko certifying such accuracy on the Effective Date;

(c)                                  Subject to Section 10.4, Osisko shall have complied in all material respects with its covenants herein, and provided to each of the Purchaser Parties the certificate of two senior officers certifying that it has so complied with its covenants herein;

(d)                                 from the date hereof and up to and including the Effective Date, there shall have been no change, effect, event, circumstance, fact or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Osisko;

(e)                                  the boards of directors of each of the Purchaser Parties shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by the Purchaser Parties to permit the consummation of the Arrangement;

(f)                                   Osisko Shareholders holding no more than 10% of the outstanding Osisko Shares shall have exercised their Dissent Rights (and not withdrawn such exercise) and each of the Purchaser Parties shall have received a certificate dated the day immediately preceding the Effective Date of two officers of Osisko to such effect;

(g)                                  the Lock-Up Agreements shall not have been terminated;

(h)                                 Osisko shall have obtained, on terms satisfactory to each of the Purchaser Parties, acting reasonably, the consents required to the transfer to New Osisko of the New Osisko Assets;

(i)                                     the Osisko Board and the board of directors of New Osisko shall (i) have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by Osisko and New Osisko, to permit the consummation of the Arrangement, and (ii) the Osisko Board shall not have effected a Change of Osisko Recommendation or approved or recommended any Acquisition Proposal;

(j)                                    all loans made by Osisko or any subsidiary to an officer or director of Osisko shall have been repaid in full; and

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The foregoing conditions precedent are for the benefit of each of the Purchaser Parties and may be waived, in whole or in part, by the Purchaser Parties in writing at any time.  No such waiver will be effective unless signed by all of the Purchaser Parties.  None of the Purchaser Parties may rely on the failure to satisfy any of the conditions in Section 10.3 if the condition was not satisfied solely as a result of a material default by any of the Purchaser Parties in complying with its obligations under this Agreement.

10.4                                                                        Notice and Cure Provisions

Each party will give prompt notice to the other parties of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts of which it is aware which occurrence or failure would, or would be likely to:

(a)                                 cause any of the representations or warranties of any other party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date, as applicable;

(b)                                 result in the failure to comply with or satisfy any material covenant or agreement to be complied with or satisfied by any other party at or prior to the Effective Date; or

(c)                                  result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 10.1, 10.2 and 10.3, as the case may be.

Except as herein provided, a party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in Sections 10.1, 10.2 and 10.3 or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the filing of the Final Order and Articles of Arrangement for acceptance by the Director, the party intending to rely thereon has delivered a written notice to the other parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or termination right, as the case may be; and (ii) if any such notice is delivered, and a party is proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other parties may not terminate this Agreement (except pursuant to Section 7.3(d)) until the expiration of a period of 15 Business Days from the date of such notice.

10.5                                                                        Merger of Conditions

The conditions in Sections 10.1, 10.2 and 10.3 shall be conclusively deemed to have been satisfied, waived or released upon the filing of Articles of Arrangement as contemplated herein and the issuance of a certificate of arrangement under the CBCA in respect thereof.

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ARTICLE 11
GENERAL PROVISIONS

11.1                                                                        Amendment

This Agreement may not be amended except by an instrument signed by each of the parties.

11.2                                                                        Waiver

(a)                                 At any time prior to the termination of this Agreement pursuant to Section 7.3, any party may:

(i)             extend the time for the performance of any of the obligations or other acts of the other parties; or

(ii)          waive compliance with any of the agreements of the other parties or with any conditions to its own obligations, in each case only to the extent such obligations, agreements and conditions are intended for its benefit.

(b)                                 No extension waiver shall be effective unless in writing and signed by each of the parties entitled to the benefit of the obligation, agreement or condition so waived, and any waiver shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence.  No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

11.3                                                                        Expenses; Advisors

(a)                                 The parties agree that all costs and expenses of the parties relating to the transactions contemplated herein, including legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the party incurring such expenses.

11.4                                                                        Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a party shall be in writing and may be given by delivering same or sending same by facsimile transmission or by delivery addressed to the party to which the notice is to be given at its address for service herein. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day, if not, the next succeeding Business Day) and if sent by facsimile transmission be deemed to have been given and received at the time of receipt (if a Business Day, if not the next succeeding

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Business Day) unless actually received after 4:30 p.m. (Toronto time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

The address for service for each of the parties hereto shall be as follows:

(a)                                 if to Osisko:

Osisko Mining Corporation
11▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, Bureau 300
Montréal, QC  H3B 2S2

Attention:                                         André Le Bel

Fax:                       514.933.3290

with a copy to:

▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP
3400 One First Canadian Place, P.O. Box 130
Toronto, ON  M5X 1A4

Attention:                                         ▇▇▇▇▇▇ ▇▇▇▇▇▇

Fax:                       416.863.1716

(b)                                 if to Yamana:

Yamana Gold Inc.
Ro▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇0▇ ▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇  ▇▇▇ ▇▇▇

Attention:                                         ▇▇▇▇▇ ▇▇▇▇▇▇

Fax:                       416.815.0021

with a copy to:

Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP
Ro▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇0▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇  ▇▇▇ ▇▇▇

Attention:                                         ▇▇▇▇▇ ▇▇▇▇▇▇

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Fax:                       416.216.3930

(c)                                  if to Agnico Eagle:

Agnico Eagle Mines Limited
14▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇  ▇▇▇ ▇▇▇

Attention:                                         R. ▇▇▇▇▇▇▇ ▇▇▇▇▇

Fax:                       416.367.4681

with a copy to:

Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
15▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇  ▇▇▇ ▇▇▇

Attention:                                         ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Fax:                       416.863.0871

11.5                                                                        Severability

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the Agreement to preserve each party’s anticipated benefits under this Agreement.

11.6                                                                        Entire Agreement; Termination

This Agreement and the Confidentiality Agreements (together with all other documents and instruments referred to herein) constitute the entire agreement and supersede all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.  The Arrangement Agreement dated April 2, 2014 between Osisko and Yamana is hereby terminated in its entirety pursuant to section 7.3(a) thereof without any penalty to or recourse by either party.

11.7                                                                        Assignment

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

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11.8                                                                        Governing Law

This Agreement shall be governed in all respects, including validity, interpretation and effect, by the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without giving effect to any principles of conflict of Laws thereof which would result in the application of the Laws of any other jurisdiction, and all actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the courts of the Province of Ontario.

11.9                                                                        Contra Proferentum

The parties waive the application of any rule of Law which otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose counsel) prepared the executed agreement or any earlier draft of the same.

11.10                                                                 No Third Party Beneficiaries

(a)                                                                                 Except as provided in Section 8.12, which, without limiting its terms, is intended as stipulations for the benefit of the persons mentioned in such provisions (such third persons referred to in this Section 11.10 as the “Indemnified Parties”), this Agreement is not intended to confer on any person other than the parties any rights or remedies.

(b)                                 Despite the foregoing, the parties acknowledge to each of the Indemnified Persons their direct rights against the applicable party under Section 8.12, which are intended for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives, and for such purpose, the Osisko or the Purchaser Parties, as applicable, confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf.

11.11                                                                 Time of Essence

Time shall be of the essence in this Agreement.

11.12                                                                 Counterparts

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.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first above written, by the duly authorized representatives of the parties hereto.

SCHEDULE A

PLAN OF ARRANGEMENT

SCHEDULE A

PLAN OF ARRANGEMENT UNDER SECTION 192
OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1
INTERPRETATION

1.1          Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the meanings hereinafter set forth:

“Acquisitionco” means a corporation to be incorporated pursuant to the OBCA;

“Agnico Eagle” means Agnico Eagle Mines Limited, a corporation existing under the OBCA;

“Agnico Eagle Common Shares” means the common shares in the capital of Agnico Eagle;

“Agnico Eagle Cash Consideration” means $1.045 per Corporation Common Share or Class A Share, as applicable;

“Agnico Eagle Share Consideration” means 0.07264 of an Agnico Eagle Common Share per Corporation Common Share or Class A Share, as applicable;

“Agnico Eagle Total Share Consideration” means the aggregate number of Agnico Eagle Common Shares deliverable pursuant to Section 3.3 and Section 4.1(b), including, for the avoidance of doubt, the Agnico Eagle Common Shares issuable upon exercise of the Corporation Convertible Securities;

“Arrangement” means an arrangement under the provisions of Section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Article 6, the Arrangement Agreement or made at the direction of the Court in the Final Order;

“Arrangement Agreement” means the arrangement agreement dated April 16, 2014 between Corporation, Yamana and Agnico Eagle, as it may be amended, amended and restated or supplemented from time to time in accordance with its terms;

“Arrangement Resolution” means the special resolution of Corporation Shareholders approving the Arrangement, substantially in the form set out on Schedule B to the Arrangement Agreement;

“Assumed Liabilities” has the meaning given to such term in the Canadian Malartic Contribution Agreement;

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“Business Day” means any day, other than a Saturday, a Sunday or a statutory holiday in Toronto, Ontario or Montreal, Québec;

“Caisse Debenture” means the Senior Unsecured Convertible Debenture dated December 10, 2013 between Osisko and Caisse de dépôt et du placement du Québec;

“Canadian Malartic Additional Units” means the additional units of Canadian Malartic GP to be issued by Canadian Malartic GP to Corporation in partial consideration for the transfer of the Canadian Malartic Assets to Canadian Malartic GP pursuant to the Canadian Malartic Contribution Agreement;

“Canadian Malartic Assets” has the meaning given to such term in the Canadian Malartic Contribution Agreement;

“Canadian Malartic Contribution Agreement” means the contribution agreement to be entered into between Corporation and Canadian Malartic GP in respect of the transfer of the Canadian Malartic Assets by Corporation to Canadian Malartic GP, in the form agreed to by the Parties;

“Canadian Malartic GP” means the general partnership to be formed between Corporation and Canadian Malartic Partner Co. pursuant to the Canadian Malartic Partnership Agreement;

“Canadian Malartic NSR” has the meaning given to such term in the Arrangement Agreement;

“Canadian Malartic Partner Co.” means a wholly-owned subsidiary of Corporation to be incorporated pursuant to the CBCA;

“Canadian Malartic Partnership Agreement” means the partnership agreement to be entered into between Corporation and Canadian Malartic Partner Co., in the form agreed to by the Parties;

“Canadian Malartic Property” has the meaning given to such term in the Canadian Malartic Contribution Agreement;

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder;

“Class A Shares” means the Class A common shares of Corporation to be created pursuant to Section 3.3(i) hereof;

“Corporation” means Osisko Mining Corporation, a corporation existing under the CBCA;

“Corporation Common Shares” means common shares in the capital of Corporation;

“Corporation Convertible Holder” means a holder of a Corporation Convertible Security;

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“Corporation Convertible Securities” means collectively, the Corporation Warrants, the Caisse Debenture and the Ressources Québec Debenture and “Corporation Convertible Security” means any one of them;

“Corporation Optionholders” means the holders of Corporation Options;

“Corporation Options” means all options to purchase Corporation Common Shares outstanding immediately prior to the Effective Time and issued pursuant to the Corporation Stock Option Plan or otherwise;

“Corporation Rights Plan” means the shareholder rights plan agreement dated as of May 17, 2010 between Corporation and CIBC Mellon Trust Company, as rights agent, as approved by Corporation Shareholders on June 30, 2010 and subsequently reapproved by Corporation Shareholders on May 9, 2013;

“Corporation Shareholders” means the holders of Corporation Common Shares;

“Corporation Stock Option Plan” means the Corporation’s stock option plan, originally approved by the Corporation Shareholders on May 8, 2008;

“Corporation Warrant Agreement” means the common share purchase warrant agreement dated as of September 24, 2009 entered into between Corporation and CPPIB Investments Inc., amended as of June 29, 2013 and further amended as of December 10, 2013;

“Corporation Warrants” means the common share purchase warrants evidenced by the Corporation Warrant Agreement, each currently exercisable to purchase one Corporation Common Share at a price of $6.25;

“Court” means the Superior Court of Québec in the City of Montreal;

“Depositary” has the meaning given to such term in the Arrangement Agreement;

“Director” means the Director appointed pursuant to section 260 of the CBCA;

“Dissent Rights” has the meaning set out in Section 4.1;

“Dissenting Shareholder” means a Corporation Shareholder who has duly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of Corporation Common Shares in respect of which Dissent Rights are validly exercised by such Corporation Shareholder;

“Effective Date” means the date shown on the certificate of arrangement issued under the CBCA giving effect to the Arrangement;

“Effective Time” means 12:01 a.m., or such other time as may be specified in writing by Corporation with the consent of Yamana and Agnico Eagle, on the Effective Date;

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“Encumbrance” means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security interest, adverse interest, 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;

“Exercised Corporation Option” means a Corporation Option for which a Corporation Optionholder has executed an applicable exercise form and in respect of which the Corporation Optionholder has, prior to the Effective Time, paid to Corporation the aggregate of the exercise price of such Corporation Option;

“Final Order” means the order of the Court pursuant to Section 192 of the CBCA approving the Arrangement, as such order may be amended 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 Corporation Optionholders” means the holders of Corporation Options immediately prior to the Effective Time;

“Former Corporation Shareholders” means the holders of Corporation Common Shares immediately prior to the Effective Time together with holders of the Exercised Corporation Options who receive Corporation Common Shares pursuant to Section 3.3(e);

“Funding Agreement” means the agreement to be entered between Yamana (or a wholly-owned subsidiary thereof) and Agnico Eagle (or a wholly-owned subsidiary thereof) with respect to the funding of Aquisitionco with the aggregate Transaction Consideration to be delivered to the Depositary on behalf of Acquisitionco in accordance with Section 3.4;

“Governmental Entity” means any applicable (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, whether domestic or foreign, (b) any subdivision, agency, commission, board or authority of any of the foregoing, or (c) any quasi governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“holders” means, when used with reference to the Corporation Common Shares, the holders of Corporation Common Shares shown from time to time in the register maintained by or on behalf of Corporation in respect of the Corporation Common Shares;

“Individual Out-of-the-Money Amount” has the meaning given to such term in Section 3.3(f);

“Interim Order” has the meaning given to such term in the Arrangement Agreement;

“Laws” means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, instruments, policies, notices, directions and judgments or other requirements of any Governmental Entity;

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“Letter of Transmittal” means the letter of transmittal sent by Corporation to holders of Corporation Common Shares for use in connection with the Arrangement, providing for the delivery of certificates representing Corporation Common Shares to the Depositary;

“Meeting” has the meaning given to such term in the Arrangement Agreement;

“New Osisko” has the meaning given to such term in the Arrangement Agreement;

“New Osisko Assets” has the meaning given to such term in the Arrangement Agreement;

“New Osisko Common Shares” means common shares in the capital of New Osisko;

“New Osisko Contribution Agreement” means the agreement between the Corporation and New Osisko in a form agreeable to Yamana and Agnico Eagle, acting reasonably, by which the New Osisko Assets are transferred to, and the New Osisko Liabilities are assumed by, New Osisko;

“New Osisko Liabilities” has the meaning given to such term in the Arrangement Agreement;

“Nominee Agreement” means the agreement between Corporation and Canadian Malartic GP pursuant to which, effective as of the transfer of the Canadian Malartic Assets from Corporation to Canadian Malartic GP as contemplated in Section 3.3(b), Corporation shall hold title to the Canadian Malartic Property as agent and nominee for Canadian Malartic GP;

“Non-Resident” means a “non-resident” within the meaning of the Tax Act;

“Non-Resident Shareholder” means a Corporation Shareholder that is (i) a Non-Resident, or (ii) a partnership of which a Non-Resident is a member;

“OBCA” means Business Corporations Act (Ontario);

“Out-of-the-Money Corporation Option” means a Corporation Option having an exercise price equal to or greater than $8.15;

“Out-of-the-Money Option Consideration Amount” has the meaning given to such term in Section 3.3(f);

“Parties” means Yamana, Agnico Eagle and Corporation, and “Party” means either of them;

“person” means an individual, partnership, association, body corporate, joint venture, business organization, trustee, executor, administrative legal representative, Governmental Entity or any other entity, whether or not having legal status;

“Plan of Arrangement” means this plan of arrangement and any amendments or variations thereto made in accordance with Article 6, the Arrangement Agreement or made at the direction of the Court in the Final Order;

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“Ressources Québec Debenture” means the Senior Unsecured Convertible Debenture dated December 10, 2013 between Corporation and Ressources Québec Inc.;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as may be amended from time to time;

“Transaction Cash Consideration” means $2.09 per Corporation Common Share or Class A Share, as applicable (being the sum of the Agnico Eagle Cash Consideration and the Yamana Cash Consideration);

“Transaction Consideration” means, collectively:

(a)                                 the Transaction Cash Consideration;

(b)                                 the Yamana Share Consideration; and

(c)                                  the Agnico Eagle Share Consideration;

“Yamana” means Yamana Gold Inc., a corporation existing under the CBCA;

“Yamana Common Shares” means the common shares in the capital of Yamana;

“Yamana Cash Consideration” means $1.045 per Corporation Common Share or Class A Share, as applicable;

“Yamana Share Consideration” means 0.26471 of a Yamana Common Share per Corporation Common Share or Class A Share, as applicable;

“Yamana Subco” means a wholly-owned subsidiary of Yamana incorporated under the CBCA, which at the Effective Date shall hold Corporation Common Shares; and

“Yamana Total Share Consideration” means the aggregate number of Yamana Common Shares issuable pursuant to Section 3.3 and Section 4.1(b), including, for the avoidance of doubt, the Yamana Common Shares issuable upon exercise of the Corporation Convertible Securities.

1.2          Construction

In this Plan of Arrangement, unless otherwise expressly stated or the context otherwise requires:

(a)                                 references to “herein”, “hereby”, “hereunder”, “hereof” and similar expressions are references to this Plan of Arrangement and not to any particular Section, Article or clause to this Plan of Arrangement;

(b)                                 references to an “Article”, “Section”, or “subsection” are references to an Article,  Section, or subsection of this Plan of Arrangement;

(c)                                  words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders;

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(d)                                 the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof;

(e)                                  if the date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day;

(f)                                   a period of Business Days is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. (Montreal time) on the last day of the period if the period is a Business Day or at 4:30 p.m. on the next Business Day if the last day of the period does not fall on a Business Day;

(g)                                  references to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislation provision substituted therefor and all regulations, rules and interpretations issued thereunder or pursuant thereto;

(h)                                 references to any agreement or document shall be to such agreement or document (together with the schedules and exhibits attached thereto), as it may have been or may hereafter be amended, modified, supplemented, waived or restated from time to time; and

(i)                                     wherever the term “includes” or “including” is used, it shall be deemed to mean “includes, without limitation” or “including, without limitation”, respectively.

1.3          Currency

Unless otherwise indicated, all dollar amounts referred to in this Plan of Arrangement are expressed in Canadian dollars.

1.4          Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are local time (Montreal, Quebec) unless otherwise stipulated herein.

ARTICLE 2
BINDING EFFECT

2.1          Binding Effect

This Plan of Arrangement shall become effective at the Effective Time and, at and after the Effective Time, shall be binding on: (a) Corporation; (b) Yamana; (c) Agnico Eagle; (d) Acquisitionco; (e) New Osisko; (f) Canadian Malartic GP; (g) the Corporation Shareholders (including all Dissenting Shareholders) and beneficial owners of Corporation Common Shares; (h) the Corporation Optionholders; (i) the Depositary; and (j) the registrar and transfer agent in respect of the Corporation Common Shares, in each case without any further authorization, act or formality on the part of any person, except as expressly provided herein.

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ARTICLE 3
THE ARRANGEMENT

3.1          Arrangement Agreement

This Plan of Arrangement is made pursuant to the provisions of the Arrangement Agreement and constitutes an arrangement as referred to in section 192 of the CBCA.

3.2          Preliminary Steps Prior to the Arrangement

The following preliminary steps shall occur prior to, and shall be conditions precedent to, the implementation of the Plan of Arrangement:

(a)                                 Corporation shall have incorporated Canadian Malartic Partner Co. pursuant to the CBCA;

(b)                                 Corporation and Corporation Malartic Partner Co. shall have (i) entered into the Canadian Malartic Partnership Agreement, and (ii) each subscribed for ten (10) units in Canadian Malartic GP for the amount of $1,000 per unit;

(c)                                  Corporation and Canadian Malartic GP shall have entered into the Nominee Agreement to be effective on the occurrence of the transaction described in Section 3.3(b) hereof;

(d)                                 Corporation and Canadian Malartic GP shall have entered into the Canadian Malartic Contribution Agreement to be effective on the occurrence of the transaction described in Section 3.3(b) hereof;

(e)                                  Yamana (or a wholly-owned subsidiary thereof) and Agnico Eagle (or a wholly-owned subsidiary thereof) shall have incorporated Acquisitionco, with each of Yamana and Agnico Eagle (or such subsidiary or subsidiaries) holding 50% of the issued and outstanding common shares of Acquisitionco;

(f)                                   Corporation shall have incorporated New Osisko; and

(g)                                  Yamana (or a wholly-owned subsidiary thereof) and Agnico Eagle (or a wholly-owned subsidiary thereof) shall have entered into the Funding Agreement and shall have funded Acquisitionco in accordance with the Funding Agreement and Section 3.4 hereof.

3.3          The Arrangement

Commencing at the Effective Time, the following shall occur and shall be deemed to occur, in the following order (unless expressly stated otherwise), without any further authorization, act or formality on the part of any person:

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(a)                                 the Corporation Rights Plan shall be terminated (and all rights thereunder shall expire) and shall be of no further force or effect;

(b)                                 Corporation shall transfer its right and interest in and to the Canadian Malartic Assets (excluding, for the avoidance of doubt, the Canadian Malartic NSR, which shall be retained by Corporation and transferred by Corporation to New Osisko as part of the New Osisko Assets pursuant to Section 3.3(c)) to Canadian Malartic GP in consideration for (i) the assumption by Canadian Malartic GP of the Assumed Liabilities; and (ii) the issuance to Corporation by Canadian Malartic GP of the Canadian Malartic Additional Units, all in accordance with the terms of the Canadian Malartic Contribution Agreement;

(c)                                  Corporation shall transfer to New Osisko all of its entire legal and beneficial right, title and interest in and to the New Osisko Assets in consideration for (i) the issuance by New Osisko to Corporation of that number of fully paid and non-assessable New Osisko Common Shares equal to the sum of (A) the number of Corporation Common Shares issued and outstanding immediately prior to the Effective Time, (B) the number of Corporation Common Shares issuable upon exercise of the Corporation Convertible Securities, and (C) the number of Corporation Common Shares issuable pursuant to Section 3.3(e), and (ii) the assumption by New Osisko of the New Osisko Liabilities, all in accordance with the terms of the New Osisko Contribution Agreement;

(d)                                 each Corporation Common Share held by a Dissenting Shareholder shall be, and shall be deemed to be, surrendered to Corporation by the holder thereof, without any further act or formality by or on behalf of the Dissenting Shareholder, free and clear of any Encumbrances, and each such Corporation Common Share so surrendered shall be cancelled and thereupon each Dissenting Shareholder shall cease to have any rights as holders of such Corporation Common Shares other than the rights set out in Article 4 hereof and the name of such Dissenting Shareholder shall be removed from the register of holders of Corporation Common Shares;

(e)                                  each of the Exercised Corporation Options shall be, and shall be deemed to be, exercised and Corporation shall, and shall be deemed to, issue to the holder of such Exercised Corporation Options that number of Corporation Common Shares issuable pursuant to the terms of such Exercised Corporation Options, and the name of each such holder shall be added to the securities register maintained by or on behalf of Corporation in respect of Corporation Common Shares showing such holder as the legal and beneficial owner of the Corporation Common Shares acquired pursuant to the terms of such Exercised Corporation Options;

(f)                                   each holder of an Out-of-the-Money Corporation Option shall receive a cash payment equal to the fair value of such Out-of-the-Money Corporation Option determined using the “Black-Scholes” valuation model calculated as of the date of the Arrangement Agreement as per standard industry practice (the “Individual

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Out-of-the-Money Amount”), provided that the aggregate of the Individual Out-of-the-Money Amounts (the “Out-of-the-Money Option Consideration Amount”) shall not exceed $3 million. If the Out-of-the-Money Option Consideration Amount would otherwise exceed $3 million, each Individual Out-of-the-Money Amount shall be proportionately reduced such that the Out-of-the-Money Option Consideration Amount equals $3 million;

(g)                                  all remaining outstanding Corporation Options shall be terminated without payment or compensation therefor, and neither Corporation, New Osisko nor Acquisitionco shall have any further liabilities or obligations to the Former Corporation Optionholders thereof with respect thereto;

(h)                                 each Corporation Common Share held by a Non-Resident Shareholder and each Corporation Common Share acquired on the exercise of an Exercised Corporation Option pursuant to Section 3.3(e) shall be, and shall be deemed to be, transferred to Acquisitionco (free and clear of any Encumbrances) by such Non-Resident Shareholders and Former Corporation Optionholders in exchange for:

(i)                                     the Transaction Consideration, and

(ii)                                  a right to receive one New Osisko Common Share (which New Osisko Common Share shall be delivered by Acquisitionco to such Non-Resident Shareholders and Former Corporation Optionholders pursuant to Section 3.3(j));

(i)                                     in the course of a reorganization of Corporation’s authorized and issued share capital:

(i)                                     the articles of Corporation shall be amended to add a class of shares designated as “Class A Shares”, having the following rights, privileges, restrictions and conditions attaching thereto:

(A)                               Dividends: The holders of the Class A Shares are entitled to receive dividends, if, as and when declared by the board of directors of Corporation out of the assets of Corporation properly applicable to the payment of dividends in such amounts and payable at such times and at such place or places in Canada as the board of directors of Corporation may from time-to-time determine. Subject to the rights of the holders of any other class of shares of Corporation entitled to receive dividends in priority to or rateably with the Class A shares, the board of directors of Corporation may in its sole discretion declare dividends on the Class A Shares to the exclusion of any other class of shares of Corporation;

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(B)                               Voting Rights: The holders of the Class A Shares are entitled to receive notice of and to attend all annual and special meetings of the shareholders of Corporation, and to two votes at all such meetings in respect of each Class A Share held;

(C)                               Participation upon Liquidation, Dissolution or Winding-Up: In the event of the liquidation, dissolution or winding-up of Corporation or other distribution of assets of Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the Class A Shares shall, subject to the rights of the holders of any other class of shares of Corporation upon such a distribution in priority to the Class A Shares, be entitled to participate rateably in any distribution of the assets of Corporation; and

(D)                               Modification of Rights: The rights and restrictions attached to the Class A Shares shall not be modified unless the holders of the Class A Shares consent thereto by separate resolution. Such consent may be obtained in writing signed by the holders of all of the issued and outstanding Class A Shares or by a resolution passed by at least 75% of the votes cast at a separate meeting of the holders of Class A Shares who are present in person or represented by proxy at such meeting;

(ii)                                  each issued and outstanding Corporation Common Share (including, for the avoidance of doubt, Corporation Common Shares held by Acquisitionco, Yamana, Yamana Subco and Agnico Eagle) shall be exchanged with Corporation (free and clear of any Encumbrances) for one Class A Share and one New Osisko Common Share and each such exchanged Corporation Common Share shall thereupon be cancelled; and

(iii)                               the stated capital account in respect of the Corporation Common Shares shall be reduced, in respect of the Corporation Common Shares exchanged pursuant to Section 3.3(i)(ii), by an amount equal to the stated capital of such Corporation Common Shares immediately prior to the step in Section 3.3(i), and there shall be added to the stated capital account of the Class A Shares issued pursuant to Section 3.3(i)(ii) the amount by which (A) the amount the stated capital account of the Corporation Common Shares is reduced pursuant to this Section 3.3(i)(iii) exceeds (B) the fair market value of the New Osisko Common Shares transferred to former holders of Corporation Common Shares pursuant to Section 3.3(i)(ii);

(j)                                    Acquisitionco shall deliver to each Corporation Shareholder whose Corporation Common Shares were transferred to Acquisitionco pursuant to Section 3.3(h) such number of New Osisko Common Shares as are deliverable to such Corporation Shareholder pursuant to Section 3.3(h);

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(k)                                 each issued and outstanding Class A Share (other than Class A Shares already held by Acquisitionco) shall be, and shall be deemed to be, transferred to Acquisitionco (free and clear of any Encumbrances) in exchange for the Transaction Consideration;

(l)                                     the aggregate stated capital of the Class A Shares shall be reduced to $1.00;

(m)                             with respect to each Corporation Common Share and Class A Share, each Former Corporation Shareholder shall cease to be a registered or beneficial holder of Corporation Common Shares and Class A Shares and the name of such holder shall be removed from the securities register maintained by or on behalf of Corporation;

(n)                                 each Former Corporation Shareholder that was the registered holder of Corporation Common Shares or Class A Shares, as applicable, shall, immediately prior to the assignment and transfer of such Corporation Common Shares or Class A Shares pursuant to this Section 3.3, be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Corporation Common Shares to Corporation and such Class A Shares to Acquisitionco;

(o)                                 for greater certainty, each Corporation Convertible Security outstanding immediately prior to the Effective Time shall entitle the Corporation Convertible Holder thereof to receive from Corporation, upon the exercise of such Corporation Convertible Security following the Effective Time in accordance with the terms thereof and upon payment to Corporation of the exercise price that would have been payable upon exercise of such Corporation Convertible Security immediately prior to the Effective Time, the Transaction Consideration and one New Osisko Common Share for each Corporation Common Share that would have been issuable upon the exercise of such Corporation Convertible Security prior to the Effective Time (and in lieu of receiving such Corporation Common Shares);

(p)                                 Acquisitionco shall be added to the securities register maintained by or on behalf of Corporation in respect of Class A Shares showing Acquisitionco as the sole legal and beneficial owner of Class A Shares free and clear of all Encumbrances;

(q)                                 recipients of New Osisko Common Shares hereunder shall be added to the securities register maintained by or on behalf of New Osisko in respect of New Osisko Common Shares as legal and beneficial owners of New Osisko Common Shares free and clear of all Encumbrances;

(r)                                    Yamana Subco shall be wound up, liquidated and dissolved into Yamana pursuant to Section 211 of the CBCA and shall distribute to Yamana all of its assets, and Yamana shall assume all of the liabilities of Yamana Subco; and

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(s)                                   the Yamana Common Shares distributed to Yamana pursuant to Section 3.3(r) shall be cancelled for no consideration.

3.4          Delivery of Transaction Consideration to Depositary

(a)                                 Pursuant to the Funding Agreement, on or immediately prior to the Effective Date, Yamana shall deliver or arrange to be delivered to the Depositary, on behalf of Acquisitionco:

(i)                                     cash equal to the aggregate Yamana Cash Consideration payable pursuant to Section 3.3 and Section 4.1(b); and

(ii)                                  share certificates representing the Yamana Total Share Consideration,

which cash and share certificates shall be held by the Depositary as agent and nominee for Former Corporation Shareholders and Corporation Convertible Holders for distribution to such Former Corporation Shareholders in accordance with the provisions of Article 5 and to Corporation Convertible Holders in accordance with Section 3.3(o).

(b)                                 Pursuant to the Funding Agreement, on or immediately prior to the Effective Date, Agnico Eagle shall deliver or arrange to be delivered to the Depositary, on behalf of Acquisitionco:

(i)                                     cash equal to the aggregate Agnico Eagle Cash Consideration payable pursuant to Section 3.3 and Section 4.1(b); and

(ii)                                  share certificates representing the Agnico Eagle Total Share Consideration,

which cash and share certificates shall be held by the Depositary as agent and nominee for Former Corporation Shareholders and Corporation Convertible Holders for distribution to such Former Corporation Shareholders in accordance with the provisions of Article 5 and to Corporation Convertible Holders in accordance with Section 3.3(o).

(c)                                  Former Corporation Shareholders shall be entitled to receive delivery of the Transaction Consideration and New Osisko Common Shares to which they are entitled pursuant to Section 3.3 hereof in accordance with the provisions of Article 5.

(d)                                 New Osisko Common Shares issued to the Corporation pursuant to Section 3.3(c) in respect of Corporation Convertible Holders shall be transferred by Corporation to the Depositary as agent and nominee for Corporation for distribution to such Corporation Convertible Holders in accordance with Section 3.3(o).

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(e)                                  Pursuant to the Funding Agreement, on or immediately prior to the Effective Date, Yamana and Agnico Eagle shall each deliver or arrange to be delivered to the Depositary, on behalf of Acquisitionco cash equal to 50% of the Out-of-the-Money Option Consideration Amount for distribution to the holders of Out-of-the-Money Corporation Options.

(f)                                   In the event a Corporation Convertible Security is not exercised or converted in accordance with its respective terms by a Corporation Convertible Holder prior to its respective expiry time, then:

(i)                                     the cash consideration that such Corporation Convertible Holder would have been entitled to receive upon exercise of the Corporation Convertible Security shall be deemed to be owned by Acquisitionco;

(ii)                                  the New Osisko Common Shares that such Corporation Convertible Holder would have been entitled to receive upon exercise of the Corporation Convertible Security and the certificates representing such New Osisko Common Shares shall be delivered to New Osisko by the Depositary for cancellation;

(iii)                               the Yamana Common Shares that such Corporation Convertible Holder would have been entitled to receive upon exercise of the Corporation Convertible Security and the certificates representing such Yamana Common Shares shall be delivered to Yamana by the Depositary for cancellation; and

(iv)                              the Agnico Eagle Common Shares that such Corporation Convertible Holder would have been entitled to receive upon exercise of the Corporation Convertible Security and the certificates representing such Agnico Eagle Common Shares shall be delivered to Agnico Eagle by the Depositary for cancellation.

3.5          No Fractional Shares

(a)                                 No fractional New Osisko Common Shares shall be issued to Former Corporation Shareholders or Corporation Convertible Holders in connection with this Plan of Arrangement. The number of New Osisko Common Shares to be delivered to Former Corporation Shareholders and Corporation Convertible Holders shall, without additional compensation, be rounded down to the nearest whole New Osisko Common Share in the event that a Former Corporation Shareholder or Corporation Convertible Holder is entitled to a fractional New Osisko Common Share.

(b)                                 No fractional Yamana Common Shares shall be delivered to Former Corporation Shareholders or Corporation Convertible Holders in connection with this Plan of Arrangement. The number of Yamana Common Shares to be delivered to Former

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Corporation Shareholders and Corporation Convertible Holders shall, without additional compensation, be rounded down to the nearest whole Yamana Common Share in the event that a Former Corporation Shareholder or Corporation Convertible Holder is entitled to a fractional Yamana Common Share.

(c)                                  No fractional Agnico Eagle Common Shares shall be delivered to Former Corporation Shareholders or Corporation Convertible Holders in connection with this Plan of Arrangement. The number of Agnico Eagle Common Shares to be delivered to Former Corporation Shareholders and Corporation Convertible Holders shall, without additional compensation, be rounded down to the nearest whole Agnico Eagle Common Share in the event that a Former Corporation Shareholder or Corporation Convertible Holder is entitled to a fractional Agnico Eagle Common Share.

3.6          Entitlement to Cash Consideration

In any case where the aggregate cash consideration payable to a particular Former Corporation Shareholder or Corporation Convertible Holders under the Arrangement would, but for this provision, include a fraction of a cent, the consideration payable shall be rounded down to the nearest whole cent.

3.7          Transfers Free and Clear

Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Encumbrances.

ARTICLE 4
RIGHTS OF DISSENT

4.1          Rights of Dissent

A holder of Corporation Common Shares immediately prior to the Effective Time may exercise rights of dissent (“Dissent Rights”) in accordance with the procedures set out in Section 190 of the CBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to such Corporation Common Shares in connection with the Arrangement, provided that notwithstanding Section 190(5) of the CBCA, the written objection to the Arrangement Resolution contemplated by Section 190(5) of the CBCA must be received by Corporation by 5:00 pm (Montreal time) on the second Business Day immediately prior to the date of the Meeting. Each Dissenting Shareholder who is:

(a)                                 ultimately entitled to be paid fair value for such holder’s Corporation Common Shares, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the day before the Final Order becomes effective, shall be deemed to have transferred such holder’s Corporation Common Shares to Corporation as of the Effective Time as set out in Section 3.3 hereof, and will not be entitled to any other

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payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Shareholder not exercised Dissent Rights in respect of such Corporation Common Shares; or

(b)                                 ultimately not entitled, for any reason, to be paid such fair value for such Corporation Common Shares, shall be deemed to have participated in the Arrangement with respect to such Corporation Common Shares, as of the Effective Time, on the same basis as a holder of Corporation Common Shares to which Section 3.3 hereof applies.

4.2          Recognition of Dissenting Shareholders

(a)                                 In no circumstances shall Corporation, Acquisitionco or any other person be required to recognize a Dissenting Shareholder as the holder of any Corporation Common Share in respect of which Dissent Rights have been validly exercised at and after the Effective Time, and the names of such Dissenting Shareholders shall be removed from the register of Corporation Common Shares maintained by or on behalf of Corporation as provided in Section 3.3.

(b)                                 In addition to any other restrictions under Section 190 of the CBCA, (i) holders of securities convertible for Corporation Common Shares (including the Corporation Options); and (ii) Corporation Shareholders who voted (or have instructed a proxyholder to vote) in favour of the Arrangement Resolution, shall not be entitled to exercise Dissent Rights.

ARTICLE 5
DELIVERY OF CONSIDERATION

5.1          Exchange of Certificates for Consideration

Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Corporation Common Shares that were exchanged in accordance with Section 3.3, together with the Letter of Transmittal and such other documents and instruments as would have been required to effect the transfer of the Corporation Common Shares or Class A Shares, as applicable, formerly represented by such certificate under the CBCA and the by-laws of Corporation and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the New Osisko Common Shares, a certificate representing the Yamana Common Shares, a certificate representing the Agnico Eagle Common Shares and a cheque for the cash consideration to which such holder is entitled to receive in accordance with Section 3.3.

5.2          Lost Certificates

In the event any certificate that immediately prior to the Effective Time represented one or more outstanding Corporation Common Shares that were exchanged or transferred pursuant to the Plan

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of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and upon such person otherwise complying with the provisions of Section 5.1, such person shall be entitled to receive, in accordance with the provisions of this Article 5, the consideration to which such person is entitled pursuant to Section 5.1, less any amount required to be withheld pursuant to Section 5.4; provided that, as a condition precedent to any such issuance or payment, such person shall have provided a bond satisfactory to Corporation, in such amount as Corporation may direct, or otherwise indemnify Corporation and the Depositary in a manner satisfactory to Corporation and the Depositary against any claim that may be made against Corporation or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

5.3          Extinction of Rights

(a)                                 To the extent that a Former Corporation Shareholder that was otherwise entitled to receive the Transaction Consideration shall not have complied with the provisions of Section 5.1 or Section 5.2 hereof on or before the date which is six years after the Effective Date (the “final proscription date”), then:

(i)                                     such Former Corporation Shareholder’s interest in the cash consideration which such Former Corporation Shareholder was entitled to receive shall be terminated as of such final proscription date and such cash consideration shall be deemed to be owned by Acquisitionco;

(ii)                                  the New Osisko Common Shares which such Former Corporation Shareholder was entitled to receive shall be automatically transferred to New Osisko and the certificates representing such New Osisko Common Shares shall be delivered to New Osisko by the Depositary for cancellation, and the interest of the Former Corporation Shareholder in such New Osisko Common Shares to which it was entitled shall be terminated as of such final proscription date;

(iii)                               the Yamana Common Shares which such Former Corporation Shareholder was entitled to receive shall be automatically transferred to Yamana and the certificates representing such Yamana Common Shares shall be delivered to Yamana by the Depositary for cancellation, and the interest of the Former Corporation Shareholder in such Yamana Common Shares to which it was entitled shall be terminated as of such final proscription date; and

(iv)                              the Agnico Eagle Common Shares which such Former Corporation Shareholder was entitled to receive shall be automatically transferred to Agnico Eagle and the certificates representing such Agnico Eagle Common Shares shall be delivered to Agnico Eagle by the Depositary for cancellation, and the interest of the Former Corporation Shareholder in such Agnico Eagle Common Shares to which it was entitled shall be terminated as of such final proscription date.

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5.4                               Withholding Rights

The Corporation and the Depositary shall be entitled to deduct and withhold from any consideration, dividend or other distribution otherwise payable to any holder of Corporation Common Shares, Corporation Options, New Osisko Common Shares, Yamana Common Shares or Agnico Eagle Common Shares, such amounts as Corporation or the Depositary determines, acting reasonably, are required or permitted to be deducted and withheld with respect to such payment under Canadian or United States tax laws or any other applicable law. To the extent that the withheld amount may be reduced, Corporation and the Depositary, as the case may be, acting reasonably, shall withhold on such lower amount.  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 agency.

5.5                               Interest

Under no circumstances shall interest accrue or be paid by Corporation or the Depositary to persons depositing certificates pursuant to Section 5.1, regardless of any delay making any payment contemplated by this Article 5.

5.6                               Distributions with Respect to Unsurrendered Certificates.

No dividend or other distribution declared or made after the Effective Time with respect to New Osisko Common Shares, Yamana Common Shares or Agnico Eagle Common Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Time, represented outstanding Corporation Common Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2. Subject to applicable law and to Section 5.4 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the New Osisko Common Shares, Yamana Common Shares or Agnico Eagle Common Shares, as the case may be, 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 New Osisko Common Shares, Yamana Common Shares or Agnico Eagle Common Shares, as the case may be.

ARTICLE 6
AMENDMENTS

6.1                               Amendments to Plan of Arrangement

(a)                                 Corporation, Yamana and Agnico Eagle may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) agreed to in writing by Corporation, Yamana and Agnico Eagle, (iii) filed with the Court and, if made following the Meeting,

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approved by the Court, and (iv) communicated to Corporation Shareholders if and as required by the Court.

(b)                                 Any amendment, modification or supplement to the Plan of Arrangement may be proposed by Corporation at any time prior to the Meeting (provided that Yamana and Agnico Eagle shall have consented thereto in writing) with or without any other prior notice or communication, and, if so proposed and approved at the Meeting in the manner required by the Interim Order, shall become part of this Plan of Arrangement for all purposes.

(c)                                  Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Meeting shall be effective only if (i) it is consented to by each of Yamana, Agnico Eagle and Corporation, and (ii) if required by the Court, it is approved by the Corporation Shareholders voting in the manner directed by the Court.

(d)                                 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Time by the mutual consent of Corporation, Yamana and Agnico Eagle, provided that it concerns a matter that in the opinion of Corporation, Yamana and Agnico Eagle, each acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interests of any person that, immediately prior to the Effective Time, was a holder of Corporation Common Shares or Corporation Options.

(e)                                  This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the provisions of the Arrangement Agreement.

ARTICLE 7
FURTHER ASSURANCES

Notwithstanding that the transactions contemplated in this Plan of Arrangement shall occur and be deemed to occur in the order set out in Section 3.3 and shall become effective without any further act or formality, each of Corporation, New Osisko, Yamana and Agnico Eagle shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

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SCHEDULE B

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

1.              The arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) involving Osisko Mining Corporation (the “Corporation”), pursuant to the arrangement agreement (the “Arrangement Agreement”) between the Corporation, Agnico Eagle Mines Limited and Yamana Gold Inc. dated April 16, 2014, all as more particularly described and set forth in the management information circular of the Corporation dated ·, 2014 (the “Circular”), accompanying the notice of this meeting (as the Arrangement may be modified, amended or supplemented in accordance with its terms) is hereby authorized, approved and adopted.

2.              The plan of arrangement of the Corporation, as it has been or may be modified, amended or supplemented in accordance with the Arrangement Agreement and its terms, involving the Corporation (the “Plan of Arrangement”), the full text of which is set out as Schedule “A” to the Arrangement Agreement, is hereby authorized, approved and adopted.

3.              The Arrangement Agreement and related transactions, the actions of the directors of the Corporation in approving the Arrangement, and the actions of the officers or directors of the Corporation in executing and delivering the Arrangement Agreement, and any modifications, amendments or supplements thereto, are hereby ratified and approved.

4.              Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the Osisko Shareholders and the holders of Options to acquire Osisko Shares (as those terms are defined in the Arrangement Agreement) or that the Arrangement has been approved by the Superior Court of Québec (the “Court”), the directors of the Corporation are hereby authorized and empowered, at their discretion, without further notice to or approval of the Osisko Shareholders: (a) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

5.              Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, for filing with the Director under the CBCA, articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the

Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.

6.              Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

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SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF AGNICO EAGLE

(a)                                 Organization.  Agnico Eagle has been incorporated, is validly subsisting under the laws of its jurisdiction of incorporation, and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Agnico Eagle is registered, licensed or otherwise qualified as an extra-provincial corporation or a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on Agnico Eagle.

(b)                                 Capitalization of Agnico Eagle.  Agnico Eagle is authorized to issue an unlimited number of Agnico Eagle Shares. As at the date of this Agreement, there were: (i) 174,449,937 Agnico Eagle Shares outstanding; and (ii) no more than an aggregate of 3,477,026 Agnico Eagle Shares reserved for issuance pursuant to outstanding options, warrants, convertible securities and other rights to acquire Agnico Eagle Shares. All outstanding Agnico Eagle Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre- emptive rights.

(c)                                  Authority.  Agnico Eagle has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Agnico Eagle as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Agnico Eagle and the completion by Agnico Eagle of the transactions contemplated by this Agreement have been authorized by the directors of Agnico Eagle and no other corporate proceedings on the part of Agnico Eagle are necessary to authorize this Agreement or to complete the transactions contemplated hereby. This Agreement has been executed and delivered by Agnico Eagle and constitutes a legal, valid and binding obligation of Agnico Eagle, enforceable against Agnico Eagle in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Agnico Eagle of this Agreement and the performance of its obligations hereunder and the completion of the transactions contemplated hereby do not and will not result in a violation, contravention or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of,

(i)                  the articles or by-laws (or their equivalent) of Agnico Eagle;

(ii)               any Law, other than under the Competition Act and any other applicable merger control laws; or

(iii)            any contract, agreement, licence or permit to which Agnico Eagle is bound or is subject to or of which a Purchaser Party is the beneficiary;

which would, individually or in the aggregate, have a Material Adverse Effect on Agnico Eagle;

No consent, approval, order or authorization of, or declaration or filing with, any Regulatory Authority or other person is required to be obtained by Agnico Eagle in connection with the execution and delivery of this Agreement or the consummation by Agnico Eagle of the transactions contemplated hereby other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order and any approvals required by the Final Order; (iii) filings with and approvals required under the CBCA and filings and approvals by Securities Authorities having jurisdiction and stock exchanges; (iv) compliance with and approvals required by the Competition Act or other applicable merger control laws; and (vi) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Agnico Eagle.

(d)                                 No Defaults.  Neither Agnico Eagle, nor Agnico Eagle Material Subsidiary is in default under, and, to the knowledge of Agnico Eagle, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Agnico Eagle or Agnico Eagle Material Subsidiary under any contract, agreement or licence that is material to the conduct of the business of Agnico Eagle or Agnico Eagle Material Subsidiary to which any of them is a party or by which either of them is bound that would, individually or in the aggregate, have a Material Adverse Effect on Agnico Eagle.

(e)                                  Absence of Changes.  Since December 31, 2013:

(i)                       each of Agnico Eagle and the Agnico Eagle Material Subsidiaries have conducted their business only in the ordinary and regular course of business consistent with past practice;

(ii)                    none of Agnico Eagle or Agnico Eagle Material Subsidiary has incurred or suffered a Material Adverse Change;

(iii)                 there has not been any acquisition or sale by Agnico Eagle or Agnico Eagle Material Subsidiary of any property or assets material to Agnico Eagle and the Agnico Eagle Material Subsidiary, taken as a whole;

(iv)                other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Agnico Eagle or Agnico Eagle Material Subsidiary of any debt for borrowed money, or any making by Agnico Eagle or Agnico Eagle Material Subsidiary of any loan, advance or capital contribution to or investment in any other person;

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(v)                   Agnico Eagle has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Agnico Eagle Shares;

(vi)                other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or material modification of the compensation payable to or to become payable by Agnico Eagle or Agnico Eagle Material Subsidiary 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, without limitation, the granting of Agnico Eagle Options pursuant to the Agnico Eagle Stock Option Plan) made to, for or with any of such directors or officers;

(vii)             except as disclosed in its February 12, 2014 press release, Agnico Eagle has not effected any material change in its accounting methods, principles or practices; and

(viii)          except for amendments disclosed in Agnico Eagle’s management information circular dated March 11, 2014, Agnico Eagle has not adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

(f)                                   Title to Properties.  Applying customary standards in the mining industry, Agnico Eagle and each of the Agnico Eagle Material Subsidiaries has sufficient title, free and clear of any title defect or Encumbrance, to its properties (other than property as to which it is a lessee, in which case it has a valid leasehold interest) except for such defects in title or Encumbrances that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Agnico Eagle.

(g)                                  Financial Matters.  The audited consolidated balance sheets, audited consolidated statements of changes in equity, audited consolidated statements of operations and comprehensive income and audited consolidated statements of cash flows of Agnico Eagle for the financial years ended December 31, 2013 and 2012 and the notes thereto and the report of Agnico Eagle’s auditors thereon (the “Agnico Eagle Financial Statements”), were prepared in accordance with United States GAAP and fairly present in all material respects the consolidated financial condition of Agnico Eagle at the respective dates indicated and the results of operations of Agnico Eagle for the periods covered on a consolidated basis. None of Agnico Eagle or the Agnico Eagle Subsidiaries has any liability or obligation (including, without limitation, 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, not reflected in the Agnico Eagle

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Financial Statements, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle.

(h)                                 Tax Matters.

(i)                       Each of Agnico Eagle and the Agnico Eagle Material Subsidiaries have duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed in the prescribed form all Tax Returns required to be filed by it with the appropriate Regulatory Authority and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon.

(ii)                    Each of Agnico Eagle and the Agnico Eagle Material Subsidiaries have (A) duly and timely paid all Taxes due and payable by it other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published financial statements of Agnico Eagle, (B) duly and timely withheld all Taxes and other amounts required by Law to be withheld by it and has duly and timely remitted to the appropriate Regulatory Authority such Taxes and other amounts required by Law to be remitted by it, and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Regulatory Authority any such amounts required by Law to be remitted by it.

(iii)                 The charges, accruals and reserves for Taxes reflected on Agnico Eagle Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of Agnico Eagle, adequate under United States GAAP to cover Taxes with respect to Agnico Eagle and the Agnico Eagle Subsidiaries accruing through the date hereof.

(iv)                Except as disclosed in the Agnico Eagle Financial Statements, there are no disputes, proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Agnico Eagle, threatened against either Agnico Eagle or a Agnico Eagle Material Subsidiary that propose to assess material Taxes in addition to those reported in the Tax Returns. There are no liens for Taxes upon any of the assets or properties that have not been paid by Agnico Eagle or an Agnico Eagle Material Subsidiary.

(i)                                     Litigation.  Except as set out in the Agnico Eagle Financial Statements there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Osisko, threatened against or relating to Agnico Eagle or Agnico Eagle Material Subsidiary or affecting any of their respective properties or assets

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before any Regulatory Authority which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Agnico Eagle. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Agnico Eagle, threatened against or relating to Agnico Eagle or Agnico Eagle Material Subsidiary before any Regulatory Authority. Neither of Agnico Eagle nor Agnico Eagle Material Subsidiary nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Agnico Eagle or Agnico Eagle Material Subsidiary as the case may be, to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not have a Material Adverse Effect on Agnico Eagle.

(j)                                    Mineral Reserves and Resources.  The most recent estimated, proven and probable mineral reserves and the estimated measured, indicated and inferred mineral resources of Agnico Eagle disclosed in Agnico Eagle Documents have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material reduction (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral reserves and estimated mineral resources of Agnico Eagle on a consolidated basis from the amounts disclosed publicly by Agnico Eagle.

(k)                                 Operational Matters.  Except as would not have a Material Adverse Effect on Agnico Eagle:

(i)                       all rentals, payments and obligations (including maintenance for unpatented mining claims), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the direct or indirect assets of Agnico Eagle and a Agnico Eagle Material Subsidiary have been properly and timely paid and no claim is due to lapse within 90 days of the date hereof;

(ii)                    (A) all mines and mining-related activities where Agnico Eagle or a Agnico Eagle Material Subsidiary is operator at the relevant time have been developed and operated in accordance with good mining practices and in compliance with all applicable Laws; and (B) all mines located in or on the lands of Agnico Eagle or a Agnico Eagle Material Subsidiary or lands pooled or unitized therewith, which have been abandoned by Agnico Eagle or a Agnico Eagle Material Subsidiary have been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable Laws;

(iii)                 the ore bodies and minerals located in the Agnico Eagle Properties are under valid, subsisting and enforceable title documents or other

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recognized and enforceable agreements or instruments, sufficient to permit Agnico Eagle to explore the minerals relating thereto, all such property leases or claims and all property, leases or claims in which Agnico Eagle or a Agnico Eagle Material Subsidiary have any interest or right have been validly located and recorded in accordance with all applicable Laws and are valid and subsisting, Agnico Eagle or a Agnico Eagle Material Subsidiary have all necessary surface rights, access rights and other necessary rights and interests relating to the Agnico Eagle Properties granting Agnico Eagle or a Agnico Eagle Material Subsidiary the rights and ability to explore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by Agnico Eagle or a Agnico Eagle Material Subsidiary of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of Agnico Eagle or a Agnico Eagle Material Subsidiary;

(iv)                all exploration activities have been undertaken in accordance with good exploration practices and in compliance with all applicable Laws, except where the failure to so comply would not have a Material Adverse Effect on Osisko; and

(v)                   each of Agnico Eagle and the Agnico Eagle Material Subsidiaries has all necessary permits required for it to carry on its business as currently conducted, all of which are in full force and effect, and each of them is in compliance with such permits. None of Agnico Eagle or the Agnico Eagle Material Subsidiaries has received oral or written notice relating to the revocation, cancellation expropriation or modification of any such permit.

(l)                                     Environmental.

(i)                       Each of Agnico Eagle and the Agnico Eagle Material Subsidiaries has carried on its operations in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle.

(ii)                    (A) To Agnico Eagle’s knowledge, the Agnico Eagle Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on Osisko; (B) none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Agnico Eagle Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be

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in such compliance would not be reasonably likely to have a Material Adverse Effect on Agnico Eagle; (C) all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Agnico Eagle Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Agnico Eagle; and (D) to the knowledge of Agnico Eagle, there are no Hazardous Substances at, in, on, under or migrating from any Agnico Eagle Property, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle.

(iii)            To the knowledge of Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Regulatory Authority; (B) proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Regulatory Authority that creates the reasonable potential for any proceeding, action, or other claim against Agnico Eagle or a Agnico Eagle Material Subsidiary. To the knowledge of Agnico Eagle, no site or facility now or previously owned, operated or leased by Agnico Eagle or a Agnico Eagle Material Subsidiary is listed or, to the knowledge of Agnico Eagle, is proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.

(iv)           Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Agnico Eagle Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Agnico Eagle; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Agnico Eagle Properties or the assets of Agnico Eagle or a Agnico Eagle Material Subsidiary.

(v)              Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has received from any person or Regulatory Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.

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(m)                             Reporting Status.  (i) Agnico Eagle is a reporting issuer or its equivalent in each of the provinces of Canada and the Agnico Eagle Shares are listed on the TSX and the NYSE; and (ii) the Agnico Eagle Shares are registered under Section 12(b) of the 1934 Act and Agnico Eagle is subject to the reporting requirements of ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.

(▇)                                 Compliance with Laws.  Agnico Eagle and Agnico Eagle Material Subsidiary have complied with and are not in violation of any applicable Law other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Agnico Eagle.

(o)                                 No Cease Trade.  Agnico Eagle is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of Agnico Eagle, no investigation or other proceedings involving Agnico Eagle which may operate to prevent or restrict trading of any securities of Agnico Eagle are currently in progress or pending before any applicable stock exchange or Securities Authority.

(p)                                 Foreign Private Issuer.  As of the date hereof, Agnico Eagle is a “foreign private issuer” as defined in Rule 405 under the 1933 Act, eligible to file annual reports on Form 40-F pursuant to Rule 13a-1 under the 1934 Act.

(q)                                 Investment Company Status.  Agnico Eagle is not, and following the consummation of the Arrangement will not be, required to be registered as an “investment company” under the 1940 Act.

(r)                                    Consideration Shares.  Agnico Eagle Shares to be issued pursuant to the Arrangement will: (i) have been duly authorized and, upon issue, will be validly issued as fully paid and non-assessable shares in the capital of Agnico Eagle; and (ii) will not be issued in violation of the articles, charter, by-laws or other constating document of Agnico Eagle or any agreement, contract, covenant, undertaking or commitment to which Agnico Eagle is bound.

(s)                                   Canadian Corporation.  Agnico Eagle is a “Canadian corporation” for purposes of the Tax Act.

(t)                                    Investment Canada Act.  Agnico Eagle is Canadian-controlled for purposes of the Investment Canada Act.

(u)                                 Reports.  Since December 31, 2013, Agnico Eagle has filed with the Securities Authorities, the TSX, the NYSE and all applicable self-regulatory authorities a true and complete copy of all material forms, reports, schedules, statements, certifications, news releases, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any financial statements or other documents, including any schedules included therein, are referred to in this subsection as the “Agnico Eagle Documents”). Agnico Eagle Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain an untrue

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statement of a material fact or omit to state a material fact required in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the requirements of applicable securities legislation and the rules, policies and instruments of all Securities Authorities having jurisdiction over Agnico Eagle, except where such non-compliance has not had and would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle. Agnico Eagle has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential.

(v)                                 Business Practices.  Since December 31, 2011, neither Agnico Eagle nor Agnico Eagle Material Subsidiary, nor to the knowledge of Agnico Eagle, any of its or their respective directors, executives, officers, representatives, agents or employees has: (i) used or is using any corporate funds for any illegal contributions, gifts, entertainment or other expenses relating to political activity that would be illegal; (ii) used or is using any corporate funds for any direct or indirect illegal payments to any foreign or domestic governmental officials or employees; (iii) violated or is violating any provision of the Corruption of Foreign Public Officials Act (Canada) or the United States Foreign Corrupt Practices Act of 1977; (iv) has established or maintained, or is maintaining, any illegal fund of corporate monies or other properties; or (v) made any bribe, illegal rebate, illegal payoff, influence payment, kickback or other illegal payment of any nature.

(w)                               Ownership of Corporation Shares.  Neither Agnico Eagle nor its “affiliates” (as such term is defined in the CBCA) beneficially owns any Osisko Shares or any securities exercisable or convertible into Osisko Shares.

(x)                                 Agnico Eagle Shares.  The Agnico Eagle Shares to be issued pursuant to the Arrangement will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities, and will not be subject to any contractual or other restrictions on transferability (other than as may be prescribed by Rule 144 and Rule 145 under the ▇▇▇▇ ▇▇▇) or voting.

(y)                                 Certain Securities Law Matters.  The Agnico Eagle Shares to be issued in connection with the transactions contemplated herein will not be subject to any statutory hold or restricted period under the securities legislation of any province or territory of Canada and, subject to restrictions contained in Section 2.6(3) of National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators, will be freely tradable within Canada by the holders thereof. In addition, assuming the compliance of Osisko with the terms of this Agreement, the Agnico Eagle Shares to be issued in connection with the transactions contemplated herein shall be exempt from registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof, and the Agnico Eagle Shares to be distributed in the United States pursuant to the Arrangement shall not be subject

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to resale restrictions in the United States under the 1933 Act (other than as may be prescribed by rule 144 and Rule 145 under the 1933 Act).

(z)                                  Agnico Eagle Cash Consideration.  Agnico Eagle’s cash currently on hand, together with the proceeds of borrowings contemplated by any credit facility, the terms of which have been shown to Osisko, are sufficient to provide all the cash that Agnico Eagle shall need at the Effective Time to consummate the transactions contemplated by this Agreement and the Arrangement.

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SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF YAMANA

(a)                                 Organization.  Yamana has been incorporated, is validly subsisting under the laws of its jurisdiction of incorporation, and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Yamana is registered, licensed or otherwise qualified as an extra-provincial corporation or a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on Yamana.

(b)                                 Capitalization.  Yamana is authorized to issue an unlimited number of Yamana Shares and 8,000,000 first preference shares, Series 1. As at March 28, 2014, there were: (i) 753,391,214 Yamana Shares and no preference shares outstanding; (ii) Yamana Options to acquire an aggregate of 1,866,541 Yamana Shares outstanding; and (iii) 20,088,047 restricted share units issued under the Yamana Restricted Share Unit Plan outstanding. All outstanding Yamana Shares have been authorized and are validly issued and outstanding as fully paid and non- assessable shares, free of pre-emptive rights.

(c)                                  Authority.  Yamana has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Yamana as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Yamana and the completion by Yamana of the transactions contemplated by this Agreement have been authorized by the directors of Yamana and no other corporate proceedings on the part of Yamana are necessary to authorize this Agreement or to complete the transactions contemplated hereby. This Agreement has been executed and delivered by Yamana and constitutes a legal, valid and binding obligation of Yamana, enforceable against Yamana in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Yamana of this Agreement and the performance of its obligations hereunder and the completion of the transactions contemplated hereby do not and will not result in a violation, contravention or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of,

(i)                           the articles or by-laws (or their equivalent) of Yamana;

(ii)                        any Law, other than under the Competition Act and any other applicable merger control laws; or

(iii)                     any contract, agreement, licence or permit to which Yamana is bound or is subject to or of which Yamana is the beneficiary;

which would, individually or in the aggregate, have a Material Adverse Effect on Yamana;

No consent, approval, order or authorization of, or declaration or filing with, any Regulatory Authority or other person is required to be obtained by Yamana in connection with the execution and delivery of this Agreement or the consummation by Yamana of the transactions contemplated hereby other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order and any approvals required by the Final Order; (iii) filings with and approvals required under the CBCA and filings and approvals by Securities Authorities having jurisdiction and stock exchanges; (iv) compliance with and approvals required by the Competition Act or other applicable merger control laws; and (vi) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Yamana.

(d)                                 No Defaults.  Neither Yamana, nor Yamana Material Subsidiary is in default under, and, to the knowledge of Yamana, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Yamana or Yamana Material Subsidiary under any contract, agreement or licence that is material to the conduct of the business of Yamana or Yamana Material Subsidiary to which any of them is a party or by which either of them is bound that would, individually or in the aggregate, have a Material Adverse Effect on Yamana.

(e)                                  Absence of Changes.  Since December 31, 2013:

(i)                           each of Yamana and the Yamana Material Subsidiaries have conducted their business only in the ordinary and regular course of business consistent with past practice;

(ii)                        none of Yamana or Yamana Material Subsidiary has incurred or suffered a Material Adverse Change;

(iii)                     there has not been any acquisition or sale by Yamana or Yamana Material Subsidiary of any property or assets material to Yamana and the Yamana Material Subsidiary, taken as a whole;

(iv)                    other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Yamana or Yamana Material Subsidiary of any debt for borrowed money, or any making by Yamana or Yamana Material Subsidiary of any loan, advance or capital contribution to or investment in any other person;

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(v)                       Yamana has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Yamana Shares;

(vi)                    other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or material modification of the compensation payable to or to become payable by Yamana or Yamana Material Subsidiary 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, without limitation, the granting of Yamana Options pursuant to the Yamana Stock Option Plan) made to, for or with any of such directors or officers;

(vii)                 Yamana has not effected any material change in its accounting methods, principles or practices; and

(viii)              Yamana has not adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

(f)                                   Title to Properties.  Applying customary standards in the mining industry, Yamana and each of the Yamana Material Subsidiaries has sufficient title, free and clear of any title defect or Encumbrance, to its properties (other than property as to which it is a lessee, in which case it has a valid leasehold interest) except for such defects in title or Encumbrances that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Yamana.

(g)                                  Financial Matters.  The audited consolidated balance sheets, audited consolidated statements of changes in equity, audited consolidated statements of operations and comprehensive income and audited consolidated statements of cash flows of Yamana for the financial years ended December 31, 2013 and 2012 and the notes thereto and the report of Yamana’s auditors thereon (the “Yamana Financial Statements”), were prepared in accordance with IFRS and fairly present in all material respects the consolidated financial condition of Yamana at the respective dates indicated and the results of operations of Yamana for the periods covered on a consolidated basis. None of Yamana or the Yamana Subsidiaries has any liability or obligation (including, without limitation, 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, not reflected in the Yamana Financial Statements, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Yamana.

(h)                                 Tax Matters.

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(i)                           Each of Yamana and the Yamana Material Subsidiaries have duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed in the prescribed form all Tax Returns required to be filed by it with the appropriate Regulatory Authority and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon.

(ii)                        Each of Yamana and the Yamana Material Subsidiaries have (A) duly and timely paid all Taxes due and payable by it other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published financial statements of Yamana, (B) duly and timely withheld all Taxes and other amounts required by Law to be withheld by it and has duly and timely remitted to the appropriate Regulatory Authority such Taxes and other amounts required by Law to be remitted by it, and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Regulatory Authority any such amounts required by Law to be remitted by it.

(iii)                     The charges, accruals and reserves for Taxes reflected on Yamana Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of Yamana, adequate under IFRS to cover Taxes with respect to Yamana and the Yamana Subsidiaries accruing through the date hereof.

(iv)                    Except as disclosed in the Yamana Financial Statements, there are no disputes, proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Yamana, threatened against either Yamana or a Yamana Material Subsidiary that propose to assess material Taxes in addition to those reported in the Tax Returns. There are no liens for Taxes upon any of the assets or properties that have not been paid by Yamana or a Yamana Material Subsidiary.

(i)                                     Litigation.  Except as set out in the Yamana Financial Statements there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Osisko, threatened against or relating to Yamana or Yamana Material Subsidiary or affecting any of their respective properties or assets before any Regulatory Authority which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Yamana. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Yamana, threatened against or relating to Yamana or Yamana Material Subsidiary before any Regulatory Authority. Neither of Yamana nor Yamana Material Subsidiary nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree

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that involves or may involve, or restricts or may restrict the right or ability of Yamana or Yamana Material Subsidiary as the case may be, to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not have a Material Adverse Effect on Yamana.

(j)                                    Mineral Reserves and Resources.  The most recent estimated, proven and probable mineral reserves and the estimated measured, indicated and inferred mineral resources of Yamana disclosed in Yamana Documents have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material reduction (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral reserves and estimated mineral resources of Yamana on a consolidated basis from the amounts disclosed publicly by Yamana.

(k)                                 Operational Matters.  Except as would not have a Material Adverse Effect on Yamana:

(i)                           all rentals, payments and obligations (including maintenance for unpatented mining claims), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the direct or indirect assets of Yamana and a Yamana Material Subsidiary have been properly and timely paid and no claim is due to lapse within 90 days of the date hereof;

(ii)                        (A) all mines and mining-related activities where Yamana or a Yamana Material Subsidiary is operator at the relevant time have been developed and operated in accordance with good mining practices and in compliance with all applicable Laws; and (B) all mines located in or on the lands of Yamana or a Yamana Material Subsidiary or lands pooled or unitized therewith, which have been abandoned by Yamana or a Yamana Material Subsidiary have been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable Laws;

(iii)                     the ore bodies and minerals located in the Yamana Properties are under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Yamana to explore the minerals relating thereto, all such property leases or claims and all property, leases or claims in which Yamana or a Yamana Material Subsidiary have any interest or right have been validly located and recorded in accordance with all applicable Laws and are valid and subsisting, Yamana or a Yamana Material Subsidiary have all necessary surface rights, access rights and other necessary rights and interests relating to the Yamana Properties granting Yamana or a Yamana Material Subsidiary the rights and ability to explore for minerals, ore and metals for

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development purposes, with only such exceptions as do not materially interfere with the use made by Yamana or a Yamana Material Subsidiary of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of Yamana or a Yamana Material Subsidiary;

(iv)                    all exploration activities have been undertaken in accordance with good exploration practices and in compliance with all applicable Laws, except where the failure to so comply would not have a Material Adverse Effect on Osisko; and

(v)                       each of Yamana and the Yamana Material Subsidiaries has all necessary permits required for it to carry on its business as currently conducted, all of which are in full force and effect, and each of them is in compliance with such permits. None of Yamana or the Yamana Material Subsidiaries has received oral or written notice relating to the revocation, cancellation expropriation or modification of any such permit.

(l)                                     Environmental.

(i)                           Each of Yamana and the Yamana Material Subsidiaries has carried on its operations in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Yamana.

(ii)                        (A) To Yamana’s knowledge, the Yamana Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on Osisko; (B) none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Yamana Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; (C) all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Yamana Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; and (D) to the knowledge of Yamana, there are no Hazardous Substances at, in, on, under or migrating from any Yamana Property, except in material compliance with all Environmental Laws and except to the extent that any failures to be in

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compliance would not reasonably be expected to have a Material Adverse Effect on Yamana.

(iii)                     To the knowledge of Yamana, none of Yamana or the Yamana Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Regulatory Authority; (B) proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Regulatory Authority that creates the reasonable potential for any proceeding, action, or other claim against Yamana or a Yamana Material Subsidiary. To the knowledge of Yamana, no site or facility now or previously owned, operated or leased by Yamana or a Yamana Material Subsidiary is listed or, to the knowledge of Yamana, is proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.

(iv)                    Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Yamana, none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Yamana Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Yamana; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Yamana Properties or the assets of Yamana or a Yamana Material Subsidiary.

(v)                       Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Yamana, none of Yamana or the Yamana Material Subsidiaries has received from any person or Regulatory Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.

(m)                             Reporting Status.  (i) Yamana is a reporting issuer or its equivalent in each of the provinces of Canada and the Yamana Shares are listed on the TSX and the NYSE; and (ii) the Yamana Shares are registered under Section 12(b) of the 1934 Act and Yamana is subject to the reporting requirements of ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.

(▇)                                 Compliance with Laws.  Yamana and Yamana Material Subsidiary have complied with and are not in violation of any applicable Law other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Yamana.

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(o)                                 No Cease Trade.  Yamana is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of Yamana, no investigation or other proceedings involving Yamana which may operate to prevent or restrict trading of any securities of Yamana are currently in progress or pending before any applicable stock exchange or Securities Authority.

(p)                                 Foreign Private Issuer.  As of the date hereof, Yamana is a “foreign private issuer” as defined in Rule 405 under the 1933 Act, eligible to file annual reports on Form 40-F pursuant to Rule 13a-1 under the 1934 Act.

(q)                                 Investment Company Status.  Yamana is not, and following the consummation of the Arrangement will not be, required to be registered as an “investment company” under the 1940 Act.

(r)                                    Consideration Shares.  Yamana Shares to be issued pursuant to the Arrangement will: (i) have been duly authorized and, upon issue, will be validly issued as fully paid and non-assessable shares in the capital of Yamana; and (ii) will not be issued in violation of the articles, charter, by-laws or other constating document of Yamana or any agreement, contract, covenant, undertaking or commitment to which Yamana is bound.

(s)                                   Canadian Corporation.  Yamana is a “Canadian corporation” for purposes of the Tax Act.

(t)                                    Investment Canada Act.  Yamana is Canadian-controlled for purposes of the Investment Canada Act.