ARRANGEMENT AGREEMENT between YAMANA GOLD INC. and OSISKO MINING CORPORATION Dated April 2, 2014

Exhibit 99.2

ARRANGEMENT AGREEMENT

between

YAMANA GOLD INC.

and

OSISKO MINING CORPORATION

Dated April 2, 2014

TABLE OF CONTENTS

ii

ARRANGEMENT AGREEMENT

THIS AGREEMENT dated the 2nd day of April, 2014

BETWEEN:

YAMANA GOLD INC.,

a corporation existing under the
Canada Business Corporations Act,

(hereinafter referred to as “Yamana”)

- and -

OSISKO MINING CORPORATION,

a corporation existing under the
Canada Business Corporations Act,

(hereinafter referred to as “Corporation”)

RECITALS:

WHEREAS the Corporation is a mining company that operates the 100% owned Canadian Malartic Gold Mine in Malartic, Quebec and is pursuing exploration on a number of properties in Ontario and Mexico;

WHEREAS Yamana is a Canadian-based gold producer with significant gold production, gold development stage properties, exploration properties, and land positions throughout the Americas including Brazil, Argentina, Chile and Mexico;

WHEREAS the Corporation shall incorporate a wholly-owned subsidiary pursuant to the CBCA (“Osisko Partner Co.”) and the Corporation and Osisko Partner Co. shall form a general partnership (“Canadian Malartic GP”) in accordance with the terms and conditions of the Canadian Malartic Partnership Agreement (as hereinafter defined);

WHEREAS the Corporation and Yamana propose to effect a transaction by way of a Plan of Arrangement under the provisions of the Canada Business Corporations Act, pursuant to which, inter alia:

A.                                    the Corporation will transfer 100% of its beneficial interest in the Canadian Malartic Assets (including, for the avoidance of doubt, its beneficial interest in the Canadian Malartic Property (as hereinafter defined)) to Canadian Malartic GP in consideration for the assumption by Canadian Malartic GP of the Assumed Liabilities (as hereinafter defined) and the issuance by Canadian Malartic GP to the Corporation of units in Canadian Malartic GP and a promissory note, pursuant to the Osisko Contribution Agreement (as hereinafter defined);

B.                                    the Corporation will transfer, subject to the retention of a net smelter return royalty of 2% in favour of the Corporation (the “NSR Royalty”), 100% of its interest to each of the

Corporation Exploration Properties (as hereinafter defined) to, respectively, a newly formed and created entity (as may be mutually agreed to by the Corporation and Yamana) with respect to the ▇▇▇▇▇▇▇▇ Properties (the “▇▇▇▇▇▇▇▇ Entity”), a newly formed and created entity (as may be mutually agreed to by the Corporation and Yamana) with respect to the ▇▇▇▇▇▇▇ Reef Properties (the “▇▇▇▇▇▇▇ Reef Entity”) and a newly formed and created entity (as may be mutually agreed to by the Corporation and Yamana) with respect to the Mexican Properties (the “Mexican Entity”), pursuant to the Exploration Purchase and Sale Agreements (as hereinafter defined);

C.                                    Yamana, or one or more wholly-owned subsidiaries of Yamana, will acquire directly from Corporation:

(a)                                 50% of the issued and outstanding units in Canadian Malartic GP; and

(b)                                 a 50% ownership interest in each of ▇▇▇▇▇▇▇▇ Entity, ▇▇▇▇▇▇▇ Reef Entity, Mexican Entity,

for consideration equal to (i) $441,500,000 in cash (the “Yamana Cash Consideration”) and 95,739,235 Yamana Common Shares (as hereinafter defined) (the “Yamana Share Consideration”), subject to the terms and conditions of the Purchase and Sale Agreements;

D.                                    the holder of each issued and outstanding common share of the Corporation (the “Corporation Common Shares”) shall be entitled to receive, in exchange for each Corporation Common Share held in accordance with the terms of the Plan of Arrangement, consideration comprised of the following, which assumes that on the Effective Date the Corporation Common Shares will be comprised of the existing issued and outstanding Corporation Common Shares as of March 28, 2014, as well as the Corporation Common Shares issuable upon the exercise of the Caisse Debenture and the Ressources Quebec Debenture (such shares collectively referred to as the “Assumed Outstanding Corporation Common Shares”):

(a)                                 $2.194 in cash, to be funded out of

(A)                               $0.977 in cash from the Yamana Cash Consideration (the “Yamana Transaction Cash Consideration”),

(B)                               $0.609 in cash from the Streaming Transaction (as hereinafter defined) (the “Streaming Cash Consideration”) and

(C)                               $0.609 in cash from the Loan Transaction (as hereinafter defined) (the “Loan Cash Consideration” and together with the Yamana Transaction Cash Consideration and the Streaming Cash Consideration, the “Transaction Cash Consideration”)

(b)           0.2119 of a Yamana Common Share out of the Yamana Share Consideration (the “Yamana Transaction Share Consideration”); and

(c)                                  One (1) New Osisko Common Share (the “New Osisko Share Consideration”),

2

collectively, the Transaction Cash Consideration, Yamana Transaction Share Consideration and the New Osisko Share Consideration shall be referred to as the “Transaction Consideration”;

WHEREAS Corporation shall enter into a binding commitment agreement (the “Stream Commitment Agreement”) with the Stream Partner (as hereinafter defined) with respect to the Streaming Transaction (as hereinafter defined) concurrently with the execution of this Agreement;

WHEREAS Corporation will cause Canadian Malartic GP to enter into a $275 million gold streaming agreement (the “Streaming Agreement”) with Caisse de dépôt et placement du Québec (the “Stream Partner”) with respect to the Canadian Malartic Assets, pursuant to which the Stream Partner will provide Canadian Malartic GP with a deposit of $275 million and Canadian Malartic GP will agree to deliver 37,500 ounces of the projected annual gold production from the Canadian Malartic Assets (the “Streaming Transaction”), all in accordance with the terms of the Stream Commitment Agreement attached hereto as Schedule “E”;

WHEREAS Corporation shall enter into a binding commitment agreement (the “Loan Commitment Agreement”) with the Lender (as hereinafter defined) with respect to the Lending Transaction (as hereinafter defined) concurrently with the execution of this Agreement;

WHEREAS Corporation and Canadian Malartic GP shall enter into a Nominee Agreement pursuant to which Corporation shall hold title to the Canadian Malartic Property as agent and nominee for Canadian Malartic GP;

WHEREAS Corporation will cause Canadian Malartic GP to enter into a loan agreement (the “Loan Agreement”) with CPPIB Credit Investments Inc. (the “Lender”), pursuant to which the existing $150 million loan by the Lender to Corporation will be restated and assumed by Canadian Malartic GP and the Lender will advance to Canadian Malartic GP an additional $275 million loan, secured by a first lien pledge (pari passu with the Streaming Transaction) of all current and future assets of Canadian Malartic GP, Canadian Malartic Nominee, ▇▇▇▇▇▇▇▇ Entity, ▇▇▇▇▇▇▇ Reef Entity and Mexican Entity and the equity and intercompany debt interests therein and the NSR Royalty (the “Loan Transaction”), all in accordance with the terms of the Loan Commitment Agreement attached hereto as Schedule “F”;

WHEREAS the Parties wish to record in this Agreement, the Canadian Malartic Partnership Agreement and the Exploration Agreements their understandings and undertakings with respect to the relationships among the Parties, the organization and management of the Corporation Properties and other matters; and

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

ARTICLE 1
DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1          Definitions

In this Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

3

“Acquisition Proposal” means, in respect of Corporation, any bona fide proposal or offer, made by any Person other than Yamana for (a) a merger, reorganization, share exchange, consolidation, business combination, arrangement, recapitalization, dissolution, liquidation or similar transaction involving Corporation, (b) the direct or indirect acquisition by any Person (including by any asset acquisition, joint venture or similar transaction) of more than twenty percent (20%) of the fair market value of the assets of Corporation and the Corporation Subsidiaries, on a consolidated basis, (c) the direct or indirect acquisition by any Person of more than twenty percent (20%) of the voting power of the outstanding Corporation Common Shares, including any tender offer or exchange offer that, if consummated, would result in any Person beneficially owning Corporation Common Shares with twenty percent (20%) or more of the voting power of the outstanding Corporation Common Shares, or (d) any combination of the foregoing, in each case of subclauses (a) through (c) whether in a single transaction or a series of related transactions;

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

“Arrangement” means an arrangement 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, herewith or made at the direction of the Court in the Final Order;

“Arrangement Resolution” means the special resolution of the Corporation Shareholders and Corporation Optionholders voting as a single class at the Corporation Meeting, approving the Arrangement, the Plan of Arrangement and this Agreement, substantially in the form set out in Schedule “D”;

“Assumed Liabilities” means (i) the $150 million loan agreement between CPPIB Credit Investments Inc., as lender, and the Corporation, as borrower, dated October 1, 2013; (ii) the Caterpillar Financial Leases in the amount of $77,869,966; (iii) the CAT commercial loan in the amount of $6,104,422.92; and (iv) the ▇▇▇▇▇▇ finance lease in the amount of $227,962.65;

“Assumed Outstanding Corporation Common Shares” shall have the meaning ascribed to such term in the Recitals;

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

“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 Assets” shall have the same meaning as ascribed to such term in the Canadian Malartic Partnership Agreement;

“Canadian Malartic GP” shall have the meaning ascribed to such term in the Recitals;

“Canadian Malartic Nominee” shall have the meaning ascribed to such term in subsection 4.1(d)(ii);

“Canadian Malartic Partnership Agreement” means the partnership agreement in substantially the form attached hereto as Schedule “G”;

4

“Canadian Malartic Property” shall have the same meaning as ascribed to such term in the Canadian Malartic Partnership Agreement;

“Canadian Malartic Purchase and Sale Agreement” means the agreement to be entered into between Corporation and Yamana (or one or more wholly-owned subsidiaries of Yamana) with respect to the acquisition of units of Canadian Malartic GP by Yamana from Corporation;

“Caterpillar Financial Leases” means certain leases relating to equipment entered into by the Corporation as per the terms of the Amended and Restated Master Funding and Lease Agreement entered into on August 9, 2011 between Caterpillar Financial Services Limited and the Corporation, as amended on June 20th, 2012;

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

“Change in Corporation Recommendation” shall have the meaning ascribed thereto in subsection 4.1(h)(iii);

“Competition Act” means the Competition Act (Canada);

“Competition Act Approval” means (i) the issuance of an Advance Ruling Certificate and such Advance Ruling Certificate has not been rescinded prior to Closing or (ii) Yamana and Corporation have given the notice required under section 114 of the Competition Act with respect to the transaction contemplated by this Agreement and the applicable waiting period under section 123 of the Competition Act shall have expired or been terminated in accordance with the Competition Act or (iii) the obligation to give the requisite notice has been waived pursuant to section 113(c) of the Competition Act and, in case of (ii) or (iii) Yamana has been advised in writing by the Commissioner that the Commissioner, at that time, does not intend to make an application under section 92 of the Competition Act in respect of the transaction contemplated by this Agreement (“no action letter”) and such advice has not been rescinded prior to Closing.

“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 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 either Section 5.1(j) or Section 5.3(i), 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 5.1(j) or Section 5.3(i) is primarily the  result of such Party’s failure to comply with its covenants herein.

“Confidentiality Agreement” means the confidentiality agreement dated January 29, 2014 between Yamana and the Corporation;

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

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

5

“Corporation Convertible Securities” means the Corporation Warrants, the Caisse Debenture, the FSTQ Convertible Loan and the Ressources Québec Debenture;

“Corporation Disclosure Letter” means the letter dated of even date herewith and delivered by Corporation to Yamana in the form accepted by and initialled on behalf of Yamana with respect to certain matters in this Agreement;

“Corporation Documents” shall have the meaning ascribed thereto in subsection 3.1(s);

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

“Corporation Exploration Properties” means collectively, the ▇▇▇▇▇▇▇▇ Properties, the ▇▇▇▇▇▇▇ Reef Properties and the Mexican Properties;

“Corporation Financial Statements” shall have the meaning ascribed thereto in subsection 3.1(i);

“Corporation Meeting” means the special meeting, including any adjournments or postponements thereof, of the Corporation Securityholders to be held, among other things, to consider and, if deemed advisable, to approve the Arrangement Resolution;

“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 and detailed in the Corporation Disclosure Letter;

“Corporation Properties” means the interests of Corporation and each Corporation Subsidiary in all material properties of the Corporation, including those described in Schedule “C” hereto;

“Corporation Rights Plan” means the Shareholders Rights Plan Agreement dated as of May 17, 2010, between the 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 Restricted Share Unit Plan” means the Corporation’s restricted share unit plan, adopted by the Corporation on August 11, 2011;

“Corporation Securityholder Approval” shall have the meaning ascribed to such term in section 2.2(a)(ii) hereof;

“Corporation Securityholders” means collectively, the Corporation Shareholders and the Corporation Optionholders;

“Corporation Share Purchase Plan” means the Corporation’s share purchase plan, originally approved by the Corporation Shareholders on May 8, 2008;

“Corporation Shareholders” means, at any time, 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;

6

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

“Corporation Termination Payment” shall have the meaning ascribed thereto in subsection 6.3;

“Corporation Warrants” means all warrants issued by Corporation to purchase Corporation Common Shares outstanding immediately prior to the Effective Time as described in the Corporation Disclosure Letter;

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

“Depositary” means any trust company, bank or financial institution agreed to in writing between Yamana and Corporation for the purpose of, among other things, exchanging certificates representing Corporation Common Shares for certificates representing the Yamana Share Consideration or the New Osisko Share Consideration and paying the cash consideration to the Corporation Securityholders;

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

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

“Effective Date” means the Effective Date as defined in the Plan of Arrangement;

“Effective Time” means the Effective Time as defined in the Plan of Arrangement;

“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;

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

“Environmental Laws” means all applicable Laws, including applicable common law, relating to the protection of the environment and public health and safety, and includes Environmental Approvals;

“Expense Fee” shall have the meaning ascribed thereto in subsection 6.3;

“Exploration Agreements” means, collectively, the ▇▇▇▇▇▇▇▇ Agreement, the ▇▇▇▇▇▇▇ Reef Agreement and the Mexican Agreement;

“Exploration Purchase and Sale Agreements” means the agreements to be entered into between Corporation and Yamana (or one or more wholly-owned subsidiaries of Yamana) with respect to the acquisition of securities in each of ▇▇▇▇▇▇▇▇ Entity, ▇▇▇▇▇▇▇ Reef Entity and Mexican Entity by Yamana;

7

“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;

“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 Corporation;

“Goldcorp” means Goldcorp Inc.;

“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 Entity” shall have the meaning ascribed to such term in the Recitals;

“▇▇▇▇▇▇▇ Reef Agreement” means the agreement to be entered into between Corporation and Yamana (or a wholly-owned subsidiary of Yamana) with respect to the transfer of the ▇▇▇▇▇▇▇ Reef Properties, on terms and conditions acceptable to both parties, acting reasonably;

“▇▇▇▇▇▇▇ Reef Properties” means all infrastructure, equipment, permits, and rights related to the exploration of minerals at the ▇▇▇▇▇▇▇ Reef project, including but not limited to, mining and surface rights, as described in Schedule “C” of the Agreement;

“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 or contaminant or is otherwise listed or regulated under any Environmental Laws because it poses a hazard to human health or the environment;

“IFRS” means International Financial Reporting Standards formulated by the International Accounting Standards Board, as updated and amended from time to time;

“Interim Order” means the interim order of the Court pursuant to  Section 192(4) of the CBCA, made in connection with the Arrangement, as such order may be amended, supplemented or varied by the Court with the consent of the Parties, each acting reasonably;

“Investment Canada Act” means the Investment Canada Act (Canada);

“▇▇▇▇▇▇▇▇ Agreement” means the agreement to be entered into between Corporation and Yamana (or a wholly-owned subsidiary of Yamana) with respect to the transfer of the ▇▇▇▇▇▇▇▇ Properties, on terms and conditions acceptable to both parties, acting reasonably;

“▇▇▇▇▇▇▇▇ Entity” shall have the meaning ascribed to such term in the Recitals;

8

“▇▇▇▇▇▇▇▇ Properties” means all infrastructure, equipment, permits, and rights related to the exploration of minerals at the ▇▇▇▇▇▇▇▇ Lake project, including but not limited to, mining and surface rights, as described in Schedule “C” of the 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;

“Lender” shall have the meaning ascribed to such term in the Recitals;

“Liability” of any Person shall mean and include: (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);

“Loan Agreement” shall have the meaning ascribed to such term in the Recitals;

“Loan Cash Consideration” shall have the meaning ascribed to such term in the Recitals;

“Loan Commitment Agreement” shall have the meaning ascribed to such term in the Recitals;

“Loan Transaction” shall have the meaning ascribed to such term in the Recitals;

“Lock-Up Agreements” means the voting and support agreements dated the date hereof and made between Osisko, Yamana and the Locked-Up Shareholders substantially in the form of Schedule “B” hereto;

“Locked-Up Shareholders” means the persons who are party to the Lock-Up Agreements, as specified in the Corporation Disclosure Letter;

“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, IFRS or regulatory accounting requirements; (iv) in or relating to any change in Laws or any interpretation, application or non-application thereof by any Governmental Entity; (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;

9

“Mexican Entity” shall have the meaning ascribed to such term in the Recitals;

“Mexican Agreement” means the agreement to be entered into between Corporation and Yamana (or a wholly-owned subsidiary of Yamana) with respect to the transfer of the Mexican Properties, on terms and conditions acceptable to both parties, acting reasonably;

“Mexican Properties” means all infrastructure, equipment, permits, and rights related to the exploration of minerals at the Mexican project, including but not limited to, mining and surface rights, as described in Schedule “C” of the Agreement;

“New Osisko Common Shares” means the Class A common shares in the capital of Osisko to be created in accordance with the Plan of Arrangement;

“New Osisko Share Consideration” shall have the meaning ascribed to such term in the Recitals;

“NSR Royalty” shall have the meaning ascribed to such term in the Recitals;

“Nominee Agreement” shall have the meaning ascribed thereto in the Plan of Arrangement;

“NYSE” means the New York Stock Exchange;

“Osisko Contribution Agreement” means the contribution agreement made between Osisko and Canadian Malartic GP;

“Osisko Partner Co.” shall have the meaning ascribed to such term in the Recitals;

“Parties” means Yamana 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 a plan of arrangement substantially in the form and content of Schedule “A” attached hereto and any amendment or variation thereto made in accordance with section 6.1 of the Plan of Arrangement or section 7.1 hereof;

“Proxy Circular” means the management information circular to be prepared by the Corporation in respect of the Corporation Meeting;

“Purchase and Sale Agreements” means, collectively, the Canadian Malartic Purchase and Sale Agreement and Exploration Purchase and Sale Agreements;

“Reclamation Bond” means the $46,440,000 deposited with the government of Québec in the form of bond, representing 100% of the total expected guarantee required to cover the entire future costs of rehabilitating the Canadian Malartic mine site, as per the current approved closure plan;

“Release” shall mean 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

10

the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers;

“Remedial Action” shall mean 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;

“Replacement Option” shall have the meaning ascribed to such term in the Plan of Arrangement;

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

“Retention Agreements” means agreements to compensate certain senior officers of the Corporation for service continuing to a date not less than 18 months after the Effective Date;

“Securities Act” means the Securities Act (Quebec) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or 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;

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

“SEDAR” means the System for Electronic Analysis and Retrieval;

“Stream Commitment Agreement” shall have the meaning ascribed to such term in the Recitals;

“Stream Partner” shall have the meaning ascribed to such term in the Recitals;

“Streaming Agreement” shall have the meaning ascribed to such term in the Recitals;

“Streaming Transaction” shall have the meaning ascribed to such term in the Recitals;

“Subsidiary” means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate, excluding any body corporate in respect of which such direction or control is not exercised by the specified body corporate as a result of any existing contract, agreement or commitment;

“Superior Proposal” means a written Acquisition Proposal, substituting “fifty percent (50%)” for each reference to “twenty percent (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, (b) the board of directors of Corporation has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the proposal (x) 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 (y) would, if consummated in accordance with its terms (but not assuming away any risk of non-completion) result in a

11

transaction that is more favourable to the Corporation and the Corporation Shareholders than the transactions contemplated by this Agreement, (c) 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” 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 Governmental Entity, 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 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;

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

“Tax Returns” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any taxing authority or required to be made, prepared or filed with any Governmental Entity relating to Taxes;

“Transaction Cash Consideration” shall have the meaning ascribed to such term in the Recitals;

“Transaction Consideration” shall have the meaning ascribed to such term in the Recitals;

“TSX” means the Toronto Stock Exchange;

“U.S. Securities Administrators” means, collectively, the SEC and any state securities commission or similar regulatory authority of any state of the United States;

“U.S. Securities Law” means all applicable securities legislation in the United States, including without limitation, the 1933 Act and the 1934 Act, and the rules and regulations promulgated thereunder, including judicial and administrative interpretations thereof, and the securities laws of the states of the United States;

12

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

“Yamana Cash Consideration” shall have the meaning ascribed to such term in the Recitals;

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

“Yamana Documents” shall have the meaning ascribed thereto in section 3.2(r);

“Yamana Financial Statements” shall have the meaning ascribed thereto in subsection 3.2(g);

“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;

“Yamana Options” means options to purchase Yamana Common Shares issued pursuant to the Yamana Stock Option Plan, of which there are an aggregate of 1,886,541 outstanding as of March 28, 2014;

“Yamana Properties” means the material properties of Yamana and the Yamana Material Subsidiaries, 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 ascribed to such term in the Recitals;

“Yamana Stock Option Plan” means the stock option plan of Yamana approved by the Yamana Shareholders on May 6, 2006 and described in the most recent Management Information Circular filed on SEDAR;

“Yamana Shareholders” means, at any time, the holders of the Yamana Common Shares;

“Yamana Transaction Cash Consideration” shall have the meaning ascribed to such term in the Recitals;

“Yamana Transaction Share Consideration” shall have the meaning ascribed to such term in the Recitals;

“1933 Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder;

“1934 Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated from time to time thereunder; and

“1940 Act” means the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated from time to time thereunder.

1.2                               Interpretation Not Affected by Headings

The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in

13

any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3                               Number, Gender and Persons

In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter, and the word Person and all words importing Persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any Governmental Entity, political subdivision or instrumentality thereof) and any other entity of any kind or nature whatsoever.

1.4                               Date for any Action

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

1.5                               Statutory References

Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.6                               Currency

Unless otherwise stated, all references in this Agreement to amounts of money are expressed in lawful money of Canada.

1.7                               Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Law, the Parties waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

1.8                               Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

14

1.9                               Knowledge

Where the phrases “to the knowledge of Yamana” or “to Yamana’s knowledge” or “to the knowledge of Corporation” or “to Corporation’s knowledge” are used in respect of Yamana, Corporation or the Corporation Subsidiaries, such phrase shall mean, 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 General Counsel and Corporate Secretary; and (b) in the case of Corporation and Corporation 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.

1.10                        Meaning of Certain Phrase

In this Agreement the phrase “in the ordinary and regular course of business” shall mean and refer to those activities that are normally conducted by corporations engaged in the exploration and development of precious and base metals deposits and in the construction and operation of precious and base metal mines and with respect to the Parties consistent with past practice of such party, provided that in any event such action is not unreasonable.

1.11                        Schedules

The following schedules are attached to, and are deemed to be incorporated into and form part of, this Agreement:

ARTICLE 2
TRANSACTION IMPLEMENTATION

2.1                               The Arrangement

Corporation and Yamana agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

2.2                               Court Proceedings

Corporation shall apply to the Court pursuant to the CBCA for the Interim Order and Final Order as follows:

(a)                                 As soon as is reasonably practicable after the date of execution of this Agreement and subject to Section 4.1(d), Corporation shall file, proceed with and diligently prosecute an

15

application to the Court for the Interim Order which shall request that the Interim Order shall provide, among other things:

(i)                                     for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged;

(ii)                                  for confirmation of the record date for the Corporation Meeting;

(iii)                               that the requisite approval for the Arrangement Resolution (the “Corporation Securityholder Approval”) shall be (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Corporation Shareholders and the Corporation Optionholders, voting as a single class, present in person or by proxy at the Corporation Meeting; and (ii) 66 2/3% of the votes cast on the Arrangement Resolution by the Corporation Shareholders present in person or by proxy at the Corporation Meeting;

(iv)                              that, in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting;

(v)                                 that Yamana and Corporation intend to rely upon the exemption from registration provided by Section 3(a)(10) of the 1933 Act in connection with: (A) the issuance of Yamana Common Shares pursuant to the Yamana Share Consideration; (B) the issuance of New Osisko Common Shares pursuant to the New Osisko Share Consideration; and (C) the issuance of Replacement Options in exchange for Corporation Options, 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 Corporation Securityholders;

(vi)                              for the grant of Dissent Rights to the registered holders of Corporation Common Shares;

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

(viii)                        that the Corporation Meeting may be adjourned or postponed from time to time by management of Corporation without the need for additional approval of the Court;

(ix)                              that the record date for Corporation Securityholders entitled to notice of and to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting;

(x)                                 for such other matter as Yamana may reasonably require, subject to obtaining the prior consent of Corporation, such consent not to be unreasonably withheld or delayed; and

16

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

The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Yamana, each acting reasonably.

2.3                               Effecting the Arrangement

Subject to the rights of termination contained in Article 7 hereof, upon the Corporation Securityholders providing the Corporation Securityholder Approval in accordance with the Interim Order, Corporation obtaining the Final Order and the other conditions contained in Article 5 hereof being complied with or waived, to the extent required under the CBCA, Corporation shall file with the Director the Final Order and such other documents as may be required in order to effect the Arrangement.

2.4                               Consultation

Yamana and Corporation will consult with each other in issuing any press release or otherwise making any public statement with respect to this Agreement or the Arrangement and in making any filing with the Court or the Director, any Governmental Entity, Securities Authority, U.S. Securities Administrators or stock exchange with respect thereto. Each of Yamana and Corporation shall use its commercially reasonable efforts to enable each of the other of them to review and comment on all such press release and filings prior to the release or filing, respectively, thereof.

2.5                               U.S. Securities Law Matters

(a)                                 The Parties agree that: (A) the issuance of Yamana Common Shares comprising the Yamana Share Consideration; (B) the issuance of New Osisko Common Shares comprising the New Osisko Share Consideration; and (C) the issuance of Replacement Options, issued on completion of the Arrangement to the Corporation Securityholders, will be issued in reliance on the exemption from the registration requirements of the 1933 Act provided by the 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(a)(v) 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 Corporation Shares comprising the Yamana Share Consideration and the New Osisko Common Shares comprising the New Osisko Share Consideration and the Replacement Options, 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 as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Corporation Securityholders;

17

(iii)                               Corporation will ensure that each Corporation Securityholder entitled to receive Yamana Common Shares, New Osisko Common Shares or the Replacement Options 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 Corporation Securityholders will be advised that the Yamana Common Shares comprising the Yamana Share Consideration and the New Osisko Common Shares comprising the New Osisko Share Consideration and the Replacement Options, to be issued in the Arrangement, have not been registered under the 1933 Act and will be issued by Yamana or Corporation, as applicable, in reliance on the exemption from registration provided by Section 3(a)(10) of the 1933 Act;

(v)                                 the Interim Order approving the Corporation Meeting will specify that each Corporation Securityholder will have the right to appear before the Court at the hearing so long as they enter an appearance within a reasonable time; and

(vi)                              the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being procedurally and substantively fair to the Corporation Securityholders.

2.6                               Closing

The closing of the Arrangement will take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, 3400 One First Canadian Place, P.O. Box 130, in Toronto, Ontario, at 8:00 a.m. (Toronto time) on the Effective Date.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1                               Representations and Warranties of Corporation

Corporation hereby represents and warrants to Yamana and hereby acknowledges that Yamana is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement, as follows:

(a)                                 Organization.  Corporation and each Corporation Subsidiary has been incorporated, are validly subsisting and have full corporate or legal power and authority to own their respective properties and assets and to conduct their respective businesses as currently owned and conducted. Corporation and each Corporation Subsidiary are 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 Corporation.  All of the outstanding shares of each Corporation Subsidiary are validly issued, fully paid and non-assessable. Except as disclosed by Corporation in the Corporation Disclosure Letter, all of the outstanding shares of each Corporation Subsidiary are owned, directly, by Corporation. Except as disclosed by Corporation in the Corporation Disclosure Letter

18

or pursuant to restrictions on transfer contained in the articles or by-laws (or their equivalent) of the respective Corporation Subsidiary, the outstanding shares of each Corporation Subsidiary are owned by Corporation free and clear of all Encumbrances and Corporation is not liable to any creditor in respect thereof.  Except pursuant to this Agreement and the transactions contemplated hereby and as disclosed in the Corporation Disclosure Letter, there are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any issued or unissued securities of, or interest in either Corporation Subsidiary from Corporation.

(b)                                 Capitalization.  Corporation is authorized to issue an unlimited number of Corporation Common Shares. As at March 28, 2014, there were: (i) 439,813,283 Corporation Common Shares outstanding; (ii) Corporation Options to acquire an aggregate of 20,442,905 Corporation Common Shares outstanding; and (iii) an aggregate of 25,407,314 Corporation Common Shares reserved for issuance under the outstanding Corporation Convertible Securities. The exercise prices and expiry dates of the Corporation Options and the outstanding Corporation Convertible Securities are set out in the Corporation Disclosure Letter. Except as disclosed in the Corporation Disclosure Letter and pursuant to this Agreement and the transactions contemplated hereby, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Corporation or a Corporation Subsidiary to issue or sell any shares of Corporation, a Corporation Subsidiary or any securities or obligations of any kind convertible into or exchangeable for any shares of Corporation or a Corporation Subsidiary. All outstanding Corporation Common Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Corporation or a Corporation Subsidiary having the right to vote with the Corporation Shareholders on any matter. There are no outstanding contractual obligations of Corporation or a Corporation Subsidiary to repurchase, redeem or otherwise acquire any outstanding Corporation Common Shares or with respect to the voting or disposition of any outstanding Corporation Common Shares.

(c)                                  Authority.  Corporation has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Corporation 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 Corporation and the completion by Corporation of the transactions contemplated by this Agreement have been authorized by the directors of Corporation and, subject to obtaining the Corporation Securityholder Approval, the Interim Order and any approvals required by the Interim Order and the Final Order, and providing to the Director any records, information or other documents required in connection with the Arrangement, no other corporate proceedings on the part of Corporation are necessary to authorize this Agreement or to complete the transactions contemplated hereby other than in connection with the approval by the directors of Corporation of the Proxy Circular. This Agreement has been executed and delivered by Corporation and constitutes a legal, valid and binding obligation of Corporation, enforceable against Corporation 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. Except as disclosed by Corporation in the Corporation Disclosure Letter, the execution and delivery by Corporation of this Agreement and the performance by Corporation of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:

19

(i)                                     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:

(A)                               the articles or by-laws (or their equivalent) of Corporation or a Corporation Subsidiary;

(B)                               assuming the Corporation has obtained the Corporation Securityholder Approval, the Interim Order and any approvals required by the Interim Order and the Final Order, any Law, other than under the Competition Act and any other applicable merger control law; or

(C)                               any material contract, agreement, licence or permit to which Corporation or a Corporation Subsidiary is bound or is subject to or of which Corporation or a Corporation Subsidiary is the beneficiary;

(D)                               in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Corporation, and

(E)                                give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness owing by Corporation or a Corporation Subsidiary to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on Corporation;

(ii)                                  result in the imposition of any Encumbrance upon any of the property or assets of Corporation or a Corporation Subsidiary or restrict, hinder, impair or limit the ability of Corporation or a Corporation Subsidiary to conduct the business of Corporation or a Corporation Subsidiary as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on Corporation; or

(iii)                               except as disclosed by Corporation in the Corporation Disclosure Letter, result in any material payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any director or officer of Corporation or a Corporation Subsidiary or increase any benefits otherwise payable under any pension or benefits plan of Corporation or a Corporation Subsidiary or result in the acceleration of the time of payment or vesting of any such benefits.

No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by Corporation or a Corporation Subsidiary in connection with the execution and delivery of this Agreement or the consummation by Corporation 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 required under the CBCA and filings with and approvals required by Securities Authorities and stock exchanges; (iv) any other consents, waivers, permits, orders or approvals referred to in the Corporation Disclosure Letter; (v) 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 Corporation.

20

(d)                                 Directors’ Approvals.  The board of directors of Corporation has received an opinion from each of BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and Maxit Capital LP, the financial advisors to the board of directors of Corporation, that, as of the date hereof, the consideration payable to the Corporation Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Corporation Shareholders and the directors of Corporation have unanimously:

(i)                                     determined that the Arrangement is in the best interests of Corporation;

(ii)                                  resolved to recommend that the Corporation Shareholders vote in favour of the Arrangement Resolution; and

(iii)                               authorized the entering into of this Agreement, and the performance of its provisions, by Corporation.

(e)                                  Corporation Subsidiaries. The only material Subsidiaries of Corporation are the Corporation Subsidiaries.

(f)                                   No Defaults.  None of Corporation or the Corporation Subsidiaries is in default under, and, to the knowledge of Corporation, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Corporation or a Corporation Subsidiary under any contract, agreement or licence that is material to the conduct of the business of Corporation or a Corporation 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 Corporation.

(g)                                  Absence of Changes.  Since December 31, 2013, except as disclosed by Corporation in the Corporation Disclosure Letter and this Agreement:

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

(ii)                                  none of Corporation or the Corporation Subsidiaries has incurred or suffered a Material Adverse Change;

(iii)                               there has not been any acquisition or sale by Corporation or a Corporation Subsidiary of any property or assets material to Corporation and the Corporation Subsidiaries, 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 Corporation or a Corporation Subsidiary of any debt for borrowed money, or any making by Corporation or a Corporation Subsidiary of any loan, advance or capital contribution to or investment in any other person;

(v)                                 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 Corporation or a Corporation Subsidiary to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of

21

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 Corporation Options pursuant to the Corporation Stock Option Plan and the granting of awards pursuant to the Corporation Deferred Share Unit Plan or the Corporation Restricted Share Unit Plan) made to, for or with any of such directors or officers;

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

(vii)                           Corporation 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.

(h)                                 Employment Agreements.  Other than as disclosed by Corporation in the Corporation Disclosure Letter:

(i)                                     none of Corporation or the Corporation Subsidiaries is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of Corporation or Corporation Subsidiary that cannot be terminated without payment of a maximum of 12 times such individual’s monthly salary;

(ii)                                  none of Corporation or the Corporation Subsidiaries has any employee or consultant whose employment or contract with Corporation or Corporation Subsidiary cannot be terminated without payment upon a maximum of 12 months’ notice, except as required by applicable Laws; and

(iii)                               none of Corporation or the Corporation Subsidiaries (A) is a party to any collective bargaining agreement; (B) is, to the knowledge of Corporation, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement, or (C) is subject to any current or, to the knowledge of Corporation, pending or threatened strike or lockout.

(i)                                     Financial Matters.  The audited statements of financial position, audited consolidated statements of loss and comprehensive loss, audited consolidated statements of changes in equity and audited consolidated statements of cash flows of Corporation for the financial years ended December 31, 2013 and 2012, and the notes thereto and the report by the Corporation’s auditors thereon (the “Corporation Financial Statements”), were prepared in accordance with IFRS and fairly present in all material respects the consolidated financial condition of Corporation at the respective dates indicated its financial performance and its cash flows for the years ended December 31, 2013 and 2012. Except as disclosed by Corporation in the Corporation Disclosure Letter, none of Corporation or the Corporation 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 Corporation Financial Statements, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Corporation.

22

(j)                                    Books and Records.  The corporate records and minute books of Corporation and each Corporation Subsidiary have been maintained in material compliance with all applicable Laws and are complete and accurate in all material respects.  Financial books and records and accounts of Corporation and each Corporation Subsidiary (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and acquisitions and dispositions of assets of Corporation and each Corporation Subsidiary; and (iii) accurately and fairly reflect the basis for the Corporation Financial Statements.

(k)                                 Litigation.  Except as disclosed by Corporation in the Corporation Disclosure Letter, there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Corporation, threatened against or relating to Corporation or a Corporation Subsidiary or affecting any of their respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Corporation.  There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Corporation, threatened against or relating to Corporation or a Corporation Subsidiary before any Governmental Entity. None of Corporation or the Corporation Subsidiaries nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Corporation or a Corporation 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 Corporation.

(l)                                     Corporation Properties.  Except as disclosed in the Corporation Disclosure Letter:

(i)                                     the Corporation Properties are fully described in Schedule “C” attached hereto, there are no mineral claims or other rights comprising the Corporation Properties or any portion thereof which are not set out in Schedule “C” attached hereto and each of the permits set out in Schedule “C” hereto are in full force and effect;

(ii)                                  to the knowledge of Corporation, all of the mineral claims or other rights comprising the Corporation Properties have been validly located and recorded in compliance with applicable Laws and are comprised of valid and subsisting mineral claims, which are in good standing under applicable Laws;

(iii)                               no Person has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Corporation Properties;

(iv)                              Corporation or a Corporation Subsidiary has all necessary corporate power to own the Corporation Properties and is in material compliance with all applicable Laws, permits, consents and qualifications to which the Corporation Properties are subject;

(v)                                 applying customary standards in the mining industry, Corporation and/or a Corporation Subsidiary have a 100% legal and beneficial good, valid and exclusive ownership right, title and interest in and to, and actual and exclusive

23

possession of, the permits relating to the Corporation Properties, free and clear of all title defect or Encumbrance, other than property as to which it is a lessee, in which case it has a valid leasehold interest;

(vi)                              all taxes which are due and payable, local improvements, assessment rates, utilities and any and all other payments to or assessments of any Governmental Entity having jurisdiction in respect of the Corporation Properties have been made by Corporation in respect of the Corporation Properties;

(vii)                           neither the Corporation Properties nor any minerals or product derived from the Corporation Properties are subject to or bound by any royalty or royalty interest, whether registered or unregistered, and Corporation has not granted any royalty interest in or affecting the foregoing;

(viii)                        there is no action, suit, order, work order, petition, prosecution or other similar proceeding of which process initiating the same has been served on Corporation or to the knowledge of Corporation, threatened against Corporation and affecting any of the Corporation Properties at law or in equity or before or by any Governmental Entity;

(ix)                              Corporation has not received notice of any breach of any applicable Law in respect of its conduct on or under the Corporation Properties which could have a Material Adverse Effect on the Corporation Properties; and

(x)                                 the assets to be transferred hereunder to the Canadian Malartic GP are all the assets required to conduct the business of the Canadian Malartic Gold Mine in all material respects as it is currently being conducted.

(m)                             Mineral Resources and Mineral Reserves. The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves of Corporation disclosed in the Corporation 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 resources and proven and probable reserves of Corporation and the Corporation Subsidiaries, from the amounts disclosed publicly by Corporation.

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

(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 Corporation and a Corporation 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 Corporation or a Corporation 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 Corporation or a Corporation Subsidiary or lands pooled or unitized therewith, which have been

24

abandoned by Corporation or a Corporation 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 Corporation Properties are under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation to explore the minerals relating thereto, all such property leases or claims and all property, leases or claims in which Corporation or a Corporation Subsidiary have any interest or right have been validly located and recorded in accordance with all applicable Laws and are valid and subsisting, Corporation or a Corporation Subsidiary have all necessary surface rights, access rights and other necessary rights and interests relating to the Corporation Properties granting Corporation or a Corporation 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 Corporation or a Corporation 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 Corporation or a Corporation 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 the Corporation; and

(v)                                 each of the Corporation and the Corporation 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 Corporation or the Corporation Subsidiaries has received oral or written notice relating to the revocation, cancellation expropriation or modification of any such permit.

(o)                                 Insurance. Corporation and each Corporation Subsidiary maintain policies of insurance that are reasonable, prudent and appropriate for the size and nature of the business of Corporation and the respective Corporation Subsidiary, and such policies are in full force and effect as of the date hereof.

(p)                                 Environmental.

(i)                                     Each of Corporation and the Corporation 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 Corporation.

(ii)                                  (A) To Corporation’s knowledge, the Corporation 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

25

Effect on Corporation; (B) none of Corporation or the Corporation Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Corporation 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 Corporation; (C) all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Corporation 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 Corporation; and (D) to the knowledge of Corporation, there are no Hazardous Substances at, in, on, under or migrating from any Corporation 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 Corporation.

(iii)                               To the knowledge of Corporation, none of Corporation or the Corporation 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 Governmental Entity; (B) proposed for listing on any list issued by any Governmental Entity 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 Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Corporation or a Corporation Subsidiary.  To the knowledge of Corporation, no site or facility now or previously owned, operated or leased by Corporation or a Corporation Subsidiary is listed or, to the knowledge of Corporation, is proposed for listing on any list issued by any Governmental Entity 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 Corporation, none of Corporation or the Corporation Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Corporation 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 Corporation; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Corporation Properties or the assets of  Corporation or a Corporation Subsidiary.

(v)                                 Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Corporation and except as disclosed by Corporation in the Corporation Disclosure Letter, none of Corporation or the Corporation Subsidiaries has received from any person or Governmental Entity 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.

26

(q)                                 Tax Matters.

(i)                                     Each of Corporation and the Corporation 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 Governmental Entity 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 Corporation and the Corporation 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 the Corporation, (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 Governmental Entity 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 Governmental Entity any such amounts required by Law to be remitted by it.

(iii)                               The charges, accruals and reserves for Taxes reflected on the Corporation 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 Corporation, adequate under IFRS to cover Taxes with respect to Corporation and the Corporation Subsidiaries accruing through the date hereof.

(iv)                              There are no disputes, proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Corporation, threatened against either Corporation or a Corporation 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 of the Corporation or a Corporation Subsidiary.

(r)                                    Pension and Employee Benefits. Corporation and each Corporation Subsidiary have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Corporation and each Corporation Subsidiary including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Corporation or a Corporation Subsidiary as the case may be  other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on Corporation.

(s)                                   Reports.  Since December 31, 2013, Corporation has filed with all applicable Securities Authorities, the TSX and all applicable self-regulatory authorities a true and complete copy of all material forms, reports, schedules, statements, certifications, 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 herein as the “Corporation Documents”). The Corporation Documents, at the time filed or, if

27

amended, as of the date of such amendment (i) did not contain any misrepresentation (as defined by the Securities Act) and did not contain an untrue statement of a material fact or omit to state a material fact necessary 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 Corporation except where such non-compliance has not had or would not reasonably be expected to have a Material Adverse Effect on Corporation. Corporation has not filed any confidential material change or other report or other document with any Securities Authority or the TSX or other self-regulatory authority which at the date hereof remains confidential.  Corporation Subsidiary is not required to file any reports or other documents with any of the Securities Authorities or the TSX.

(t)                                    Compliance with Laws.  Corporation and each Corporation 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 Corporation.

(u)                                 No Option on Assets.  Except as disclosed by Corporation in the Corporation Disclosure Letter no Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Corporation or a Corporation Subsidiary of any of the material assets of Corporation or a Corporation Subsidiary other than as contemplated for the purposes of this Agreement.

(v)                                 Certain Contracts.  Except as disclosed by Corporation in the Corporation Disclosure Letter, none of Corporation or the Corporation Subsidiaries is a party to or bound by any non-competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to (i) limit the manner or the localities in which all or any material portion of their business is conducted, (ii) limit any business practice of Corporation or a Corporation Subsidiary in any material respect, or (iii) restrict any acquisition or disposition of any property by Corporation or a Corporation Subsidiary in any material respect.

(w)                               Investment Company Status.  Corporation is not, and following the consummation of the Arrangement will not be, required to be registered as an “investment company” under the ▇▇▇▇ ▇▇▇.

(x)                                 Business Practices.  Since December 31, 2011, none of Corporation or the Corporation Subsidiaries nor, to the knowledge of Corporation, 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.

(y)                                 HSR Act.  Corporation (and all entities “controlled” by Corporation for purposes of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended) does not hold assets

28

located in the United States with a fair market value of greater than US$75.9 million and has not made aggregate sales in or into the United States of over US$75.9 million in its most recent fiscal year.

3.2                               Representations and Warranties of Yamana

Yamana hereby represents and warrants to Corporation, and hereby acknowledges that Corporation is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement, as follows:

(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 Common Shares and 8,000,000 first preference shares, Series 1. As at March 28, 2014, there were: (i) 753,391,214 Yamana Common Shares and no preference shares outstanding; (ii) Yamana Options to acquire an aggregate of 1,866,541 Yamana Common Shares outstanding; and (iii) 20,088,047 restricted share units issued under the Yamana Restricted Share Unit Plan outstanding. All outstanding Yamana Common 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

29

(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 Governmental Entity 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;

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

30

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 Corporation.

(h)                                 Tax Matters.

(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 Governmental Entity 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

31

and has duly and timely remitted to the appropriate Governmental Entity 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 Governmental Entity 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 Corporation, 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 Corporation, threatened against or relating to Yamana or Yamana Material Subsidiary or affecting any of their respective properties or assets before any Governmental Entity 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 Governmental Entity. 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 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

32

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 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 the Corporation; 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.

33

(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 Corporation; (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 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 Governmental Entity; (B) proposed for listing on any list issued by any Governmental Entity 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 Governmental Entity 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 Governmental Entity 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

34

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 Governmental Entity 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 Common Shares are listed on the TSX and the NYSE; and (ii) the Yamana Common 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.

(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 Common 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.

(u)                                 Reports. Since December 31, 2013, Yamana 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,

35

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 “Yamana Documents”). Yamana Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain an untrue 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 Yamana, except where such non-compliance has not had and would not reasonably be expected to have a Material Adverse Effect on Yamana. Yamana 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 Yamana nor Yamana Material Subsidiary, nor to the knowledge of Yamana, 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 Yamana nor its “affiliates” (as such term is defined in the CBCA) beneficially owns any Corporation Shares or any securities exercisable or convertible into Corporation Shares.

(x)                                 Yamana Shares.  The Yamana 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, will be listed for trading on the TSX and NYSE, 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 Yamana Common 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 Corporation with the terms of this Agreement, the Yamana Common 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 Yamana Common Shares to be distributed in the United States pursuant to the Arrangement shall not be subject 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)                                  Yamana Cash Consideration.  Yamana’s cash currently on hand, together with the proceeds of borrowings contemplated by any credit facility, the terms of which have been

36

shown to Osisko, are sufficient to provide all the cash that Yamana shall need at the Effective Time to consummate the transactions contemplated by this Agreement and the Arrangement.

3.3                               Survival of Representations and Warranties

The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.  Any investigation by Yamana or Corporation and their respective advisors shall not mitigate, diminish or affect the representations and warranties contained in this Agreement.

ARTICLE 4
COVENANTS

4.1                               Covenants of Corporation

Subject to the terms of this Agreement (including Sections 6.1 and 6.2), Corporation hereby covenants and agrees with Yamana as follows:

(a)                                 Streaming Agreement.  Corporation shall cause Canadian Malartic GP to use its commercially reasonable best efforts to negotiate, execute and deliver the Streaming Agreement on substantially similar terms to those contained in the Stream Commitment Agreement and otherwise, on terms and conditions acceptable to Yamana, acting reasonably, no later than the Effective Time.

(b)                                 Loan Agreement.  Corporation shall cause Canadian Malartic GP to use its commercially reasonable best efforts to negotiate, execute and deliver the Loan Agreement on substantially similar terms to those contained in the Loan Commitment Agreement and otherwise, on terms and conditions acceptable to Yamana, acting reasonably, no later than the Effective Time.

(c)                                  Formation of Canadian Malartic GP.  Corporation 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 Osisko Partner Co. pursuant to the CBCA.  In addition:

(i)                                     the Corporation shall, and shall cause Osisko Partner Co. to each subscribe for ten (10) unit in Canadian Malartic GP for the amount of $1,000 per unit; and

(ii)                                  Corporation and Osisko Partner Co. shall enter into the Canadian Malartic Partnership Agreement.

(d)                                Nominee Arrangements.

(i)                                     Prior to the Effective Time, Corporation shall enter into the Nominee Agreement, on terms acceptable to Yamana, acting reasonably, with Canadian Malartic GP pursuant to which Corporation shall agree to hold title to the Canadian Malartic Property as agent and nominee of Canadian Malartic GP, such agreement to become effective as of the Effective Time;

37

(ii)                                  Prior to the Effective Time, Corporation shall, have incorporated a wholly-owned subsidiary pursuant to the CBCA (“Canadian Malartic Nominee”) and shall, after the Effective Time and as and when directed by Canadian Malartic GP, transfer title of Canadian Malartic Property to Canadian Malartic Nominee such that Canadian Malartic Nominee succeeds Corporation as agent and nominee with respect to the title to Canadian Malartic Property (such transfer to Canadian Malartic Nominee to be registered on title to the Canadian Malartic Property); and.

(iii)                            Corporation shall, not later than two (2) days after Canadian Malartic Nominee succeeds Corporation as agent and nominee of Canadian Malartic GP with respect to title to the Canadian Malartic Property, transfer 50% of the shares of Canadian Malartic Nominee to Canadian Malartic Purchaser for cash consideration of $10.

(e)                                  Exploration Agreements.  Corporation shall use its commercially reasonable best efforts to negotiate, execute and deliver the ▇▇▇▇▇▇▇▇ Agreement, the ▇▇▇▇▇▇▇ Reef Agreement and the Mexican Agreement.

(f)                                   Retention Agreements.  Corporation shall use its commercially reasonable efforts to negotiate, execute and deliver the Retention Agreements.

(g)                                  Interim Order.  As soon as reasonably practicable, and in any event no later than April 11, 2014, Corporation shall file, proceed with and diligently prosecute an application to the Court for the Interim Order on terms and conditions acceptable to Yamana, acting reasonably, and in such a manner as to preserve for Yamana the availability of the exemption from the registration requirements provided by Section 3(a)(10) of the 1933 Act.

(h)                                 Corporation Meeting.  The Corporation shall:

(i)                                     forthwith carry out such terms of the Interim Order as are required under the terms thereof to be carried out by Corporation;

(ii)                                  as promptly as reasonably practicable, prepare and file the Proxy Circular (on which the Corporation shall have given Yamana and its legal counsel a reasonable opportunity to review and comment on the drafts of the Proxy Circular and other related documents and reasonable consideration shall be given to any comments made by them), together with any other documents required by applicable Laws, in all jurisdictions where the Proxy Circular is required to be filed and mail the Proxy Circular, as ordered by the Interim Order and in accordance with all applicable Laws, in and to all jurisdictions where the Proxy Circular is required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and in the form and containing the information required by all applicable Laws, including all applicable corporate and securities legislation and requirements, and not containing any misrepresentation (as defined under applicable securities legislation and requirements) with respect thereto, other than with respect to any information relating to and provided by Yamana;

38

(iii)                            Corporation shall: (A) take all commercially reasonable lawful action to solicit in favour of the Arrangement Resolution and the Corporation Securityholder Approval including, without limitation, retaining a proxy solicitation agent to solicit proxies in favour of the Arrangement Resolution; (B) recommend to all holders of Corporation Common Shares that they vote in favour of the Arrangement Resolution, with a unanimous recommendation of the board of directors of Corporation 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 Yamana such recommendation (a “Change in Corporation Recommendation”) except as expressly permitted by sections 6.1 and 6.2 hereof;

(iv)                              use its commercially reasonable efforts to convene the Corporation Meeting as soon as reasonably practicable after the Interim Order has been obtained, and in any event before May 20, 2014, in the manner provided in the Interim Order;

(v)                                 provide notice to Yamana of the Corporation Meeting and all steps in the application before the Court and allow representatives of Yamana to attend the Corporation Meeting;

(vi)                              conduct the Corporation Meeting in accordance with the Interim Order, the CBCA, the articles of Corporation and applicable Laws; and

(vii)                        take all such actions as may be required under the CBCA in connection with the transactions contemplated by this Agreement and the Plan of Arrangement.

(i)                                     Status of Voting.  Corporation will use its reasonable best efforts to advise Yamana, at least on a daily basis on each of the ten (10) Business Days prior to the date of the Corporation Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution.

(j)                                    Adjournment.  Subject to the terms of this Agreement, Corporation shall not adjourn, postpone or cancel the Corporation Meeting (or propose to do so), except (i) if quorum is not present at the Corporation Meeting; (ii) if required by applicable Laws or a ruling order or decree of a court having jurisdiction, Governmental Entity or other regulatory authority; or (iii) if otherwise agreed with Yamana.

(k)                                 Dissent Rights.  Corporation shall provide Yamana with a copy of any purported exercise of the Dissent Rights and written communications with any Corporation Shareholder purportedly exercising such Dissent Rights.

(l)                                     Amendments.  In a timely and expeditious manner, Corporation shall prepare, (in consultation with Yamana), and file any mutually agreed (or as otherwise required by applicable Laws) amendments or supplements to the Proxy Circular (on which the Corporation shall have given Yamana and its legal counsel a reasonable opportunity to review and comment on the drafts of the Proxy Circular and other related documents and reasonable consideration shall be given to any comments made by them) with respect to the Corporation Meeting and mail such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof.

39

(m)                             Final Order.  Subject to the approval of the Arrangement Resolution in accordance with the provisions of the Interim Order, Corporation shall forthwith file, proceed with and diligently prosecute an application for the Final Order, which application shall be in form and substance satisfactory to the Parties, acting reasonably.

(n)                                 Compliance with Orders.  Corporation shall forthwith carry out the terms of the Interim Order and the Final Order.

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

(p)                                 Usual Business.  Except as contemplated herein, Corporation shall, and shall cause each Corporation Subsidiary to, conduct business only in, and not take any action except in, the ordinary course of business and consistent with past practice provided, however, that:

(i)                                     Corporation shall and shall cause each Corporation Subsidiary to consult with Yamana with respect to any material decisions concerning any of the Corporation Properties, other than decisions in the normal course of business consistent with past practice, and no material decisions, other than decisions made in the normal course of business, consistent with past practice, shall be made with respect to the Corporation Properties without first having obtained the prior written authorization of Yamana; and

(ii)                               Corporation shall and shall cause each Corporation Subsidiary to continue current social and permit programs subject to planning, review and reporting in relation to such social and permit programs with Yamana.

(q)                                 Certain Actions Prohibited.  Other than as disclosed by Corporation in the Corporation Disclosure Letter or except as contemplated herein, Corporation shall not, without the prior written consent of Yamana, which consent shall not be unreasonably withheld, conditioned or delayed, directly or indirectly do or permit to occur any of the following except where to do so would be in the ordinary course of business and consistent with past practice:

(i)                                     other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other persons or pursuant to the transfer of the Canadian Malartic Assets to Canadian Malartic GP or the transfer of the Exploration Properties pursuant to the Exploration Purchase and Sale Agreements), sell, lease or otherwise dispose of, or permit a Corporation Subsidiary to sell, lease or otherwise dispose of, any Corporation Properties or assets having a value greater than $1,000,000 or enter into any agreement or commitment in respect of any of the foregoing;

40

(ii)                                other than the Streaming Agreement, 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 on the Corporation Properties;

(iii)                            abandon or fail to diligently pursue any application to renew any existing licence, permit, order, claim, authorization, consent, approval (including Environmental Approvals) or registration related to the Corporation Properties;

(iv)                              (A) satisfy or settle any claim or dispute, except such as have been included in the Corporation Financial Statements and which are, individually or in the aggregate, in an amount in excess of $1,000,000 or which constitutes a claim between Corporation and a Corporation Subsidiary; (B) relinquish any contractual rights that are, individually or in the aggregate, in an amount in excess of $3,000,000; or (C) enter into any interest rate, currency or commodity swaps, ▇▇▇▇▇▇, caps, collars, forward sales or other similar financial instruments other than in the ordinary and regular course of business and not for speculative purposes;

(v)                                 except as required by IFRS or any applicable Law, make any changes to the existing accounting practices of Corporation or make any material tax election inconsistent with past practice;

(vi)                              approve any plan, program or budget for the Corporation or amend or revise any existing plan, program or budget for the Corporation including, but not limited to, the current budget, the social and permitting program or the drill program.

(vii)                        except for expenditures under the Corporation’s current program, incur or commit to incur any expenditure for an amount in excess of $5,000,000;

(viii)                     enter into, or cause a Corporation Subsidiary to enter into, new commitments of a capital expenditure nature or incur any new contingent liabilities other than (A) ordinary course expenditures; (B) expenditures required by Law; and (C) expenditures made in connection with transactions contemplated in this Agreement; or

(ix)                              make any material Tax election, materially change any method of Tax accounting or settle or compromise any Tax liability of Corporation or a Corporation Subsidiary; provided, however, that notwithstanding the foregoing, (A) Corporation and Canadian Malartic GP shall be entitled to make an election under subsection 97(2) of the Tax Act and section 167 of the Excise Tax Act (Canada) (and any similar elections under the corresponding provisions of any provincial tax legislation) in connection with the transfer of the Canadian Malartic Assets as contemplated by the Osisko Contribution Agreement provided that, in the case of such election under subsection 97(2) of the Tax Act, the aggregate agreed amount in respect of all of the Canadian Malartic Assets so transferred is not less than $800,000,000, and (B) Corporation and ▇▇▇▇▇▇▇ Reef Entity or ▇▇▇▇▇▇▇▇ Entity, as applicable, shall,  to the extent available, be entitled to make elections under subsection 97(2) of the Tax Act and section 167 of the Excise Tax Act (Canada) (and any similar elections under the corresponding provisions of any provincial tax legislation) with respect to the

41

transfer of the Exploration Properties as more specifically provided for in the Exploration Purchase and Sale Agreements.

(r)                                    Insurance.  Corporation shall use its commercially reasonable efforts, and shall cause each Corporation Subsidiary to use their commercially reasonable efforts, to cause their respective current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of internationally 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.

(s)                                   Certain Actions.  Corporation shall:

(i)                                     not take any action, or permit any action to be taken or not taken by Corporation, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transactions contemplated hereby; and

(ii)                                  promptly notify Yamana 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 Corporation, (B) any Governmental Entity 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 Corporation 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 Corporation 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 5.3(e) would not be satisfied.

(t)                                    No Compromise.  Corporation shall not, and shall cause each Corporation Subsidiary not to, settle or compromise any claim brought by any present, former or purported holder of any securities of Corporation in connection with the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of Yamana, which consent shall not be unreasonably withheld, conditioned or delayed.

(u)                                 Contractual Obligations.  Except with the prior written consent of Yamana, which consent shall not be unreasonably withheld, conditioned or delayed, Corporation shall not, and shall cause each Corporation Subsidiary not to, enter into, renew or modify in any respect any material contract, agreement, lease, commitment or arrangement with respect to the Corporation Properties, to which Corporation or a Corporation Subsidiary is a party or by which either of them is bound, except insofar as may be necessary to permit or provide for the completion of the Arrangement.

(v)                                 Satisfaction of Conditions.  Subject to the terms of this Agreement, Corporation shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things

42

necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i)                                     obtain the approval of Corporation Securityholders of the Arrangement in accordance with the provisions of the CBCA, the Interim Order and the requirements of any applicable regulatory authority;

(ii)                                obtain all other consents, approvals and authorizations as are required to be obtained by Corporation or the Corporation Subsidiaries under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Corporation;

(iii)                            effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement;

(iv)                              oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the parties hereto to consummate, the transactions contemplated hereby;

(v)                                 fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Corporation;

(vi)                              obtain Competition Act Approval; and

(vii)                        cooperate with Yamana in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Corporation to pay or cause to be paid any monies to cause such performance to occur.

(w)                               Competition Act.  Unless otherwise agreed with Yamana, Corporation shall file notice under Section 114 of the Competition Act as soon as reasonably practicable and in any event within fifteen (15) Business Days from the date hereof.

(x)                                 Cooperation.  Corporation shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws, including any filings, reports, documents or applications as may be required to be filed by Yamana with the SEC. In addition, Corporation shall cooperate with and assist Yamana in communicating with Corporation Securityholders regarding support of the Plan of Arrangement and the entering into of Lock-up Agreements.

(y)                                 Access and Confirmatory Review.  Corporation shall, and shall cause each Corporation Subsidiary to, afford officers, employees, counsel, accountants and other authorized representatives and advisors of Yamana reasonable access, during normal business hours from the date hereof until the earlier of the Effective Time or the termination of this Agreement, to the properties, books, contracts and records (including all technical and operational data including, without limitation, drilling results) as well as to the senior

43

management personnel (and such other personnel as Corporation authorizes on request, such authorization not to be unreasonably withheld or delayed) of Corporation and the Corporation Subsidiaries, and, during such period, Corporation shall, and shall cause each Corporation Subsidiary to, furnish promptly to Yamana all information concerning the business, properties and personnel of Corporation and the Corporation Subsidiaries as Yamana may reasonably request. Subject to applicable Laws, Corporation shall continue to make available and cause to be made available to Yamana and the agents and advisors thereto all documents, agreements, corporate records and minute books as may be necessary to enable Yamana to effect a thorough examination of Corporation and the Corporation Subsidiaries and the business, properties and financial status thereof, including the provision of unaudited monthly consolidated financial statements of Corporation together with the consolidation therefor, and shall cooperate with Yamana in securing access for Yamana to any documents, agreements, corporate records or minute books not in the possession or under the control of Corporation.

(z)                                  Closing Documents.  Corporation shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by Yamana, all in form satisfactory to Yamana, acting reasonably.

(aa)                          Lock-Up Agreements.  Corporation shall, concurrently with the execution and delivery to Yamana of this Agreement, deliver to Yamana duly executed Lock-Up Agreements, in a form acceptable to Yamana, acting reasonably, from each of the directors and officers of Corporation.  Corporation 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.

(bb)                          Streaming Commitment Agreement.  Corporation shall, concurrently with the execution and delivery to Yamana of this Agreement, enter into the Stream Commitment Agreement and deliver a copy of same to Yamana.

(cc)                            Loan Commitment Agreement.  Corporation shall, concurrently with the execution and delivery to Yamana of this Agreement, enter into the Loan Commitment Agreement and deliver a copy of same to Yamana.

(dd)                          Shareholder Rights Plan.  Corporation shall have taken and continue to take all actions necessary to render the rights issued pursuant to the Corporation shareholder rights plan inapplicable to the transactions which are the subject of this Agreement.

4.2                               Covenants of Yamana

Yamana hereby covenants and agrees with Corporation as follows:

(a)                                 Proceedings.  In a timely and expeditious manner, Yamana shall take all such actions and do all such acts and things as are specified in the Interim Order, the Plan of Arrangement (including issuing Yamana Common Shares contemplated pursuant to Section 3.1 of the Plan of Arrangement) and the Final Order to be taken or done by Yamana.

(b)                                 Information for Proxy Circular.  In a timely and expeditious manner, Yamana shall provide to Corporation all information as may be reasonably requested by Corporation or as required by the Interim Order or applicable Laws with respect to Yamana and its

44

businesses and properties for inclusion in the Proxy Circular or in any amendment or supplement to the Proxy Circular that complies in all material respects with all applicable Laws on the date of the mailing thereof and containing all material facts relating to Yamana required to be disclosed in the Proxy Circular and not containing any misrepresentation (as defined under applicable securities legislation) with respect thereto.  Yamana shall fully cooperate with Corporation in the preparation of the Proxy Circular and shall provide such assistance as Corporation may reasonably request in connection therewith.  Yamana agrees to indemnify Corporation for any loss or other liability suffered by Corporation for any misrepresentation contained in any information provided by Yamana for inclusion in the Proxy Circular pursuant to this Section 4.2(b).

(c)                                  Amendments.  In a timely and expeditious manner, Yamana shall provide Corporation with information as requested by Corporation in order to prepare any amendments or supplements to the Proxy Circular (which amendments or supplements shall be in a form satisfactory to Yamana, acting reasonably) with respect to the Corporation Meeting in accordance with the Interim Order of the Court.

(d)                                 Certain Actions Prohibited.  Other than in contemplation of or as required to give effect to the transactions contemplated by this Agreement, Yamana shall not, without the prior written consent of Corporation, which consent shall not be unreasonably withheld or delayed: (i) 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 Yamana Common Shares to be issued pursuant to the Arrangement; (ii) split, combine or reclassify any of the shares of Yamana or, other than in accordance with past practices, declare, set aside or pay any dividend or other distribution payable in cash, securities, property or otherwise with respect to the shares of Yamana; (iii) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Yamana; or (iv) 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.

(e)                                  Certain Actions.

(i)                                     Yamana shall not take any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby.

(ii)                                  promptly notify Corporation 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 Yamana, (B) any Governmental Entity 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 Yamana 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 Yamana 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 5.2(a) would not be satisfied.

45

(f)                                   Satisfaction of Conditions.  Yamana shall satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i)                                     obtain Competition Act Approval;

(ii)                               obtain all consents, approvals, authorizations as are required to be obtained by Yamana under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated hereby or have a Material Adverse Effect on Yamana;

(iii)                            as soon as reasonably practicable, and in any event within ten (10) Business Days from the date hereof, file a request for an Advance Ruling Certificate under the Competition Act and, unless otherwise agreed with Corporation, file notice under section 114 of the Competition Act, as soon as reasonably practicable, and in any event within fifteen (15) Business Days from the date hereof;

(iv)                           effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party before any Governmental Entity in connection with the transactions contemplated by this Agreement;

(v)                                 oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, including by entering into a consent agreement if necessary;

(vi)                           fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by it; and

(vii)                        cooperate with Corporation in connection with the performance by Corporation of its obligations hereunder.

(g)                                  Cooperation.  Yamana shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

(h)                                 Stock Exchange Listing.  Prior to the Effective Time, Yamana shall prepare and file with the TSX and NYSE, all necessary applications or other documents and pay all fees required in order to obtain the conditional listing approval of the TSX and the listing approval of the NYSE in respect of the Yamana Common Shares to be issued pursuant to this Agreement.

(i)                                     Closing Documents.  Yamana shall execute and deliver, or cause to be executed and delivered at the closing of the transactions contemplated hereby such customary

46

agreements, certificates, resolutions, opinions and other closing documents as may be required by Corporation, all in form satisfactory to Corporation, acting reasonably.

(j)                                    Parties in Concert. In connection with the transactions set out in this Agreement and the Arrangement, Yamana is not acting as agent for any other person or acting in concert with any other person and will not cooperate with or offer to any third party any portion (debt, equity, co-investor, joint venture or otherwise) or any other form of direct or indirect participation in any possible transaction involving the Corporation or the Corporation Subsidiaries.

(k)                                 Standstill. If the Arrangement is completed, Yamana will not, during the period ending three years following the Closing Date, without the consent of Corporation: (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 Corporation 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 Corporation; (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 Corporation; (iii) otherwise seek to control or influence the management, directors or corporate policies of Corporation or to obtain representation on Corporation’s board of directors; or 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 Corporation; or (iv) 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.

(l)                                     Canadian Malartic Partnership Agreement.  Yamana (or a wholly-owned subsidiary of Yamana) shall execute and deliver, upon the Plan of Arrangement becoming effective, the Canadian Malartic Partnership Agreement.

(m)                             Reclamation Bond.  Yamana will, on or before the Effective Date, arrange with Corporation and the Government of Québec for the assumption of 50% of the Reclamation Bond, and a release of Corporation from its liabilities and obligations in respect of such portion of the Reclamation Bond.

(n)                                 Streaming Commitment Agreement.  Yamana shall, concurrently with the execution and delivery to Corporation of this Agreement, enter into the Stream Commitment Agreement and deliver a copy of same to Corporation.

(o)                                 Loan Commitment Agreement.  Yamana shall, concurrently with the execution and delivery to Corporation of this Agreement, enter into the Loan Commitment Agreement and deliver a copy of same to Corporation.

4.3                               Mutual Covenants

In addition to the obligation of Yamana to file an Advance Ruling Certificate under section 4.1 and the obligations of Yamana and Corporation to file pre-notification filings under sections 4.1 and 4.2, Yamana and Corporation shall as soon as reasonably practicable, shall file comparable merger notification forms required by the merger notification or control Laws of any other

47

applicable jurisdiction, which Yamana and Corporation reasonably determine to be necessary. Yamana and Corporation each shall promptly: (a) supply the other with any information which may be required in order to effectuate such filings; and (b) supply any additional information which reasonably may be required by applicable merger control authorities of any jurisdiction. Yamana shall pay the applicable filing fee under the Competition Act.

ARTICLE 5
CONDITIONS

5.1                               Mutual Conditions

The respective obligations of Corporation and Yamana to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below:

(a)                                 Yamana (or a wholly-owned subsidiary of Yamana) shall have delivered an acknowledgement and other documents required under the Canadian Malartic Partnership Agreement for the admission of a new partner, including pursuant to section 17.5 of the Canadian Malartic Partnership Agreement;

(b)                                 the Corporation and Yamana (or one or more wholly-owned subsidiaries of Yamana) shall have entered into the Exploration Purchase and Sale Agreements;

(c)                                  Canadian Malartic GP and the Stream Partner shall have entered into the Streaming Agreement on substantially similar terms to those contained in the Stream Commitment Agreement and otherwise, on terms and conditions acceptable to Yamana, acting reasonably and the Stream Partner shall have deposited the upfront stream payment in escrow and waived all conditions relating to its release to Canadian Malartic GP, apart from the filing of the Articles of Arrangement with the Director pursuant to the CBCA;

(d)                                 Canadian Malartic GP and the Lender shall have entered into the Loan Agreement on substantially similar terms to those contained in the Loan Commitment Agreement and otherwise, on terms and conditions acceptable to Yamana, acting reasonably.

(e)                                  Competition Act Approval shall have been obtained;

(f)                                   the Interim Order shall have been granted 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;

(g)                                  the Corporation Securityholder Approval shall have been obtained at the Corporation Meeting by the Corporation Securityholders in accordance with the provisions of the CBCA and the Interim Order;

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

(i)                                     there shall not be in force any Law, or final, binding, non-appealable ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that is final, binding or non-

48

appealable that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof;

(j)                                    (i) the TSX shall have conditionally approved the listing thereon, subject to official notice of issuance, and the NYSE shall have approved the listing theron, of Yamana Common 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 Common 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 Corporation and Yamana contemplated herein or necessary to complete the Arrangement, subject only to compliance with the usual requirements of the TSX and NYSE;

(k)                                 (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement; and (ii) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Corporation Disclosure Letter), in each case, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Corporation or Yamana or materially impede the completion of the Arrangement, shall have been obtained or received;

(l)                                     Yamana Common Shares , New Osisko Common Shares and the Replacement Options to be issued pursuant to the Arrangement shall be exempt from registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and Yamana Common Shares and New Osisko Common Shares to be distributed in the United States pursuant to the Arrangement shall not be subject 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 ▇▇▇▇ ▇▇▇); and

(m)                             this Agreement shall not have been terminated pursuant to Article 7 hereof.

The foregoing conditions are for the mutual benefit of the Parties and may be waived by mutual consent of Yamana and Corporation in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 5.4 hereof, any Party may terminate this Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding Party.

5.2                               Corporation Conditions

The obligation of Corporation to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Date or such other time as is specified below:

(a)                                 the representations and warranties made by Yamana in this Agreement that are qualified by materiality or the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the Effective Date as if made on and

49

as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Yamana in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), 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 Yamana, and Yamana shall have provided to Corporation a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date. No representation or warranty made by Yamana hereunder shall be deemed not to be true and correct if the facts or circumstances which make such representation or warranty untrue or incorrect are provided for or stated to be exceptions under this Agreement;

(b)                                 from the date of this Agreement to the Effective Date, there shall not have occurred, and neither Yamana nor Yamana Material Subsidiary shall have incurred or suffered, any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect on Yamana;

(c)                                  Yamana shall have complied in all material respects with its covenants herein and Yamana shall have provided to Corporation a certificate of the Chief Executive Officer and Chief Financial Officer thereof, certifying that, as of the Effective Date, it has so complied with their covenants herein;

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

(e)                                  Corporation Shareholders holding no more than 10% of the outstanding Corporation Common Shares shall have exercised their Dissent Rights (and not withdrawn such exercise) and Yamana shall have received a certificate dated the day immediately preceding the Effective Date of a certificate of the Chief Executive Officer and the Chief Financial Officer of the Corporation to such effect;

(f)                                   Yamana shall have guaranteed the performance of the obligations of any Yamana Subsidiaries hereunder and under the Canadian Malartic Partnership Agreement and the Exploration Agreements;

(g)                                  Yamana shall have deposited with the Depositary the Yamana Cash Consideration and the Yamana Share Consideration; and

(h)                                the NSR Royalty shall have been granted over each of the Exploration Properties.

The foregoing conditions are for the benefit of Corporation and may be waived, in whole or in part, by Corporation in writing at any time. If any of such conditions shall not be complied with or waived by Corporation on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 5.4 hereof, Corporation may terminate this Agreement by written notice to Yamana in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Corporation.

50

5.3          Yamana Conditions

The obligation of Yamana to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Date or such other time as is specified below:

(a)                                 the Corporation and Canadian Malartic GP shall have entered into the Osisko Contribution Agreement;

(b)                                 the representations and warranties made by Corporation in this Agreement that are qualified by materiality or the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Corporation in this Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), 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 Corporation, and Corporation shall have provided to Yamana a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date. No representation or warranty made by Corporation hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the Corporation Disclosure Letter, or provided for or stated to be exceptions under this Agreement;

(c)                                  from the date of this Agreement to the Effective Date, there shall not have occurred, and none of Corporation or the Corporation Subsidiaries shall have incurred or suffered, any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect on Corporation;

(d)                                 Corporation shall have complied in all material respects with its covenants herein and Corporation shall have provided to Yamana a certificate of the Chief Executive Officer and the Chief Financial Officer thereof certifying that, as of the Effective Date, Corporation has so complied with its covenants herein;

(e)                                  Locked-Up Shareholders holding not less than 0.93% of the aggregate number of Corporation Shares shall have entered into Lock-Up Agreements and such agreements shall not have been terminated;

(f)                                   the directors of Corporation and each Corporation Subsidiary shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Corporation and each Corporation Subsidiary to permit the consummation of the Arrangement;

(g)                                  the directors of Corporation shall not have effected a Change of Corporation Recommendation;

51

(h)                                 the debt transferred to Canadian Malartic GP shall consist solely of the Assumed Liabilities;

(i)                                     the Caisse Debenture and the Ressources Québec Debenture shall have been converted into Corporation Shares in accordance with their terms; and

(j)                                    Corporation shall have obtained all third party consents under the Corporation Convertible Securities necessary to effect the transactions contemplated herein.

The foregoing conditions are for the benefit of Yamana and may be waived, in whole or in part, by Yamana in writing at any time. If any of such conditions shall not be complied with or waived by Yamana on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 5.4 hereof, Yamana may terminate this Agreement by written notice to Corporation in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Yamana.

5.4          Notice and Cure Provisions

Each Party shall give prompt notice to the other 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 which occurrence or failure would, would be likely to or could:

(a)                                 result in the failure to comply with or satisfy any material covenant or agreement to be complied with or satisfied by such Party prior to the Effective Date; or

(b)                                 result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in sections 5.1, 5.2, or 5.3 hereof, as the case may be.

Subject as herein provided, a Party may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions for its benefit contained in sections 5.1, 5.2, or 5.3 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the Party intending to rely thereon has delivered a written notice to the other Parties specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the Party that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of ten (10) days from date of delivery of such notice. If such notice has been delivered prior to the date of the Corporation Meeting, the Corporation Meeting shall be adjourned or postponed until the expiry of such period.

5.5          Merger of Conditions

The conditions set out in sections 5.1, 5.2, or 5.3 hereof shall be conclusively deemed to have been satisfied, fulfilled or waived as of the Effective Time.

52

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 Yamana has consented in writing, Corporation shall not, directly or indirectly, through any officer, director, employee, representative, advisor or agent of Corporation or a Corporation 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 Corporation or a Corporation 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;

(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 Corporation Recommendation;

(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 Corporation to approve the transactions contemplated herein;

provided, however, that, notwithstanding the preceding part of this subsection 6.1(a), the directors of Corporation and on the direction of any of the directors of Corporation, any officer, employee, representative, agent or advisor of Corporation may, prior to the approval of the Arrangement by Corporation Securityholders, 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 the Corporation have determined in good faith after consultation with Corporation’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 Corporation.

53

(b)                                 except as otherwise provided herein, Corporation shall, and shall cause the officers, directors, employees, consultants, representatives and agents of Corporation and each Corporation Subsidiary to, immediately terminate and cease any discussions or negotiations on behalf of Corporation with any parties (other than Yamana) with respect to any proposal that constitutes, or could reasonably be expected to result in, an Acquisition Proposal. Corporation 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. Corporation 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 and 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. Corporation shall, as 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 Corporation 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)                                  Corporation shall promptly provide notice to Yamana and, in any event, within 24 hours of the receipt by any director or officer of Corporation of any Acquisition Proposal, or any amendment to an Acquisition Proposal, or any request for non-public information relating to Corporation or a Corporation Subsidiary in connection with any potential Acquisition Proposal or for access to the properties, books or records of Corporation or a Corporation Subsidiary by any person that Corporation reasonably believes could make, or has made, any Acquisition Proposal, Corporation shall notify Yamana 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 Yamana may reasonably request.  Corporation shall provide copies of all letters, agreements and other documentation exchanged by or on behalf of Corporation and the third party.  Corporation shall keep Yamana reasonably informed by way of further notices of the status, including any change to the material terms, of any such Acquisition Proposal.

(d)                                 If Corporation 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 Yamana), that did not result from a breach of this Article 6, and the directors of Corporation determine 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 Corporation has complied with section 6.1(c), and only in such case, the directors of Corporation 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 the Corporation; provided, however, that Yamana is provided with a list of or a copy of the information, if any, provided to such person that was not previously provided to Yamana and Yamana is immediately provided with access to similar information.

54

(e)                                  Corporation shall ensure that its officers, directors, consultants and employees and any financial advisors or other advisors or representatives retained by Corporation are aware of the provisions of this section 6.1, and Corporation shall be responsible for any 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 Yamana under Section 6.2(b), Corporation and the directors of the Corporation may make a Change of Corporation Recommendation or terminate this Agreement in accordance with Section 7.3 only if:

(i)                                     Corporation has complied with its obligations under this Article 6 with respect to the Superior Proposal, including by providing Yamana 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 Corporation which governs the Superior Proposal);

(ii)                                  the board of directors of Corporation has determined that the Acquisition Proposal constitutes a Superior Proposal, and of the intention of the board of directors to authorize Corporation to enter into such definitive agreement, undertaking or arrangement, or make a Change in Corporation Recommendation, and such written determination and written notice have been provided as soon as possible to Yamana;

(iii)                               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 Yamana received written notice from Corporation 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 Corporation Recommendation in respect of, a Superior Proposal and setting out the information required under subsection 6.2(a)(ii), and (y) the date Yamana received a copy of the Superior Proposal as provided in Section 6.2(a), has elapsed;

(iv)                              the board of directors of Corporation has considered any amendment to the terms of this Agreement proposed in writing by Yamana (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 Yamana before the end of the Response Period); and

(v)                                 subject to Yamana not being in breach of or having failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, where such breach or failure would render Yamana incapable of consummating the Arrangement, Corporation has paid (or caused to be paid) to Yamana the Corporation Termination Payment in accordance with Section 6.3.

(b)                                 During the five (5) Business Days referred to in subsection 6.2(a) hereof, Yamana shall have the opportunity, but not the obligation, to offer in writing to amend the terms of this Agreement and the Arrangement. The directors of Corporation shall review any offer by Yamana to amend the terms of this Agreement and the Arrangement in order to

55

determine in good faith, as of the later of the dates referred to in subsection 6.2(a)(iv) hereof, whether the offer of Yamana to so amend the terms of this Agreement would, upon acceptance by Corporation, result in the Acquisition Proposal, for which notice has been provided pursuant to subsection 6.2(a)(iv) hereof, not being a Superior Proposal. If the directors of Corporation so determine, Corporation shall enter into an amended agreement with Yamana reflecting the amended proposal of Yamana and will thereafter, if requested in writing by Yamana, as promptly as possible (but in any event within five (5) Business Days) after receipt of such written request by Yamana, reaffirm its recommendation of the Arrangement as amended.  If the board of directors of Corporation does not so determine, then the Corporation 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 board of directors of Corporation take any action prior to the end of the Response Period that may obligate Corporation 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 Corporation or any of the Corporation Subsidiaries, property or assets.

(c)                                  Corporation acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under subsection 6.2(a)(iii) hereof and shall initiate an additional five (5) Business Day period.

(d)                                 Where at any time before the Corporation Meeting, Corporation has provided Yamana 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, Corporation may, or, at Yamana’s request will, postpone or adjourn the Corporation Meeting at the Corporation Meeting to a date acceptable to Yamana and Corporation, 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 that Yamana and Corporation amend the terms of this Agreement pursuant to subsection 6.2(b), ensure that the details of such amended Agreement are communicated to the Corporation Securityholders prior to the resumption of the adjourned Corporation Meeting.

(e)                                  Nothing in this Agreement shall prevent the board of directors of Corporation 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 Yamana having suffered a Material Adverse Effect. Further, nothing in this Agreement shall prevent the Board of Directors from making any disclosure to the Corporation Securityholders if the board of directors of Corporation, 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 board of directors of Corporation. Yamana and its 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 the Corporation, acting reasonably.

6.3          Termination Payment Event

In the event that:

56

(a)                                 this Agreement is terminated by Yamana pursuant to subsection 7.3(c) or (f) hereof (except in respect of a Change in Recommendation because of a Material Adverse Effect on Yamana); or

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

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

(ii)                                  this Agreement is terminated by Yamana 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 Corporation 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 shall not constitute an “Acquisition Proposal” unless the terms of such take-over bid are amended to increase the consideration payable to Corporation Shareholders thereunder; or

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

(d)                                 this Agreement is terminated by Yamana pursuant to subsection 7.3(j);

then Corporation shall pay to Yamana (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 Yamana’s disposition of rights under this Agreement, an amount in cash equal to $70,000,000 (the “Corporation 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 $10,000,000 (the “Expense Fee”) as full and final reimbursement of Yamana’s fees, costs and expenses incurred in connection with the Arrangement, in immediately available funds.  Corporation shall not be obligated to make more than one payment pursuant to this section 6.3. Corporation hereby acknowledges that the Corporation Termination Payment and/or Expense Fee, as applicable, is a payment of liquidated damages which are a genuine pre-estimate of the damages which Yamana 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. Corporation 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 Corporation Termination Payment and/or Expense Fee, as applicable, by Yamana (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 Yamana net of the Expense Fee), Yamana shall have no further claim against Corporation in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude Yamana from seeking injunctive relief to restrain any breach or threatened breach by Corporation of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith.

57

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 Corporation 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 Corporation Securityholders and any such amendment may, without limitation:

(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 Corporation Meeting, the consideration payable hereunder to the Corporation Securityholders shall not be amended without the approval of the Corporation Securityholders 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 5.1, 5.2, 5.3, 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 Corporation, the Corporation Securityholders, the Corporation Subsidiaries and Yamana 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, Corporation on the one hand, and Yamana 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 Corporation Securityholders.

(c)                                  At any time prior to the Corporation Meeting: (i) Corporation and Yamana shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of Corporation, Yamana and the Corporation Securityholders; and (ii) Corporation shall be entitled to propose to Yamana

58

modifications to the manner in which the Corporation Options are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities, provided, in each case that:  (A) any such proposal is not likely to materially prejudice the other party or the Corporation Securityholders, (B) would not impede or materially delay the completion of the 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 Meeting Date and (D) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement.

Each of Corporation and Yamana 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.

Corporation and Yamana 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 Corporation and Yamana shall each use its respective commercially reasonable efforts to communicate any such modifications to the Corporation Securityholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Corporation Securityholders 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)                                 by Yamana or Corporation if any of the conditions in sections 5.1, 5.2 or 5.3 hereof for the benefit of the terminating Party 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 terminating Party is in material compliance with the terms and conditions of this Agreement;

(c)                                  by Yamana if an Acquisition Proposal in respect of Corporation has been made or proposed and the directors of Corporation: (i) makes a Change in Corporation Recommendation, or (ii) except as permitted under subsection 6.1(a)(iii), shall have failed, after being requested by Yamana 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 (but in any event within six (6) Business Days) after receipt of such written request from Yamana, or (iii) approves, recommends, endorses, accepts or authorizes Corporation 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 Yamana or by Corporation if the Corporation Securityholder Approval shall not have been obtained at the Corporation Meeting;

(e)                                  by either Yamana or Corporation if the Arrangement shall not have been completed by the Completion Deadline provided however, if the Arrangement has not been completed

59

by such date because the Corporation Meeting has not been held due to the fault of Corporation (the parties acknowledging that Corporation is not at fault in the event that the Corporation Meeting has not been held due to an order of a Governmental Entity), then Corporation shall not be entitled to terminate this Agreement;

(f)                                   by Yamana if the directors of Corporation shall have made a Change in Corporation Recommendation;

(g)                                  by Corporation if Corporation 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, Corporation pays the Corporation Termination Payment to Yamana;

(h)                                 by either Yamana or Corporation if any Law makes the completion of the Arrangement illegal or otherwise prohibited;

(i)                                     at any time by Yamana if Corporation 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 Corporation, or

(j)                                    by Yamana if any person shall have acquired 20% or more of the Corporation Common 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, 8.3, and 8.10 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.

ARTICLE 8
GENERAL

8.1          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 shall be delivered by hand to the Party to which the notice is to be given at the following address or sent by facsimile to the following numbers or to such other address or facsimile number as shall be specified by a Party by like notice. 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 or, if not, then the next succeeding Business Day) and if sent by facsimile be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 4:00 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 of each of the Parties shall be as follows:

(a)                                 if to Corporation:

60

Osisko Mining Corporation

▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, Bureau 300

Montréal, QC H3B 2S2

Attention:              Andre Le Bel

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP

3400 One First Canadian Place, P.O. Box 130

Toronto, ON M5X 1A4

Attention:              ▇▇▇▇▇▇ ▇▇▇▇▇▇

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

(b)                                 if to Yamana:

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇ ▇▇

▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇

Attention:              ▇▇▇▇▇ ▇▇▇▇▇▇

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

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

Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention:              ▇▇▇▇▇ ▇▇▇▇▇▇

Facsimile.:             (▇▇▇) ▇▇▇-▇▇▇▇

8.2          Remedies

The Parties acknowledge and agree that an award of money damages may be inadequate for any breach of this Agreement by any Party or its representatives and advisors and that such breach may cause the non-breaching Party irreparable harm. Accordingly, the Parties agree that, in the event of any such breach or threatened breach of this Agreement by one of the Parties, Corporation (if Yamana is the breaching party) or Yamana (if Corporation is the breaching party) will be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief and specific performance. Subject to any other provision hereof including, without limitation, section 6.3 hereof, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available hereunder or at law or in equity to each of the Parties.

61

8.3          Expenses

The Parties agree that all out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby, the Corporation Meeting, and the preparation and mailing of the Proxy Circular, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors, shall be paid by the Party incurring such expense and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses. The provisions of this section 8.3 shall survive the termination of this Agreement.

8.4          Time of the Essence

Time shall be of the essence in this Agreement.

8.5          Entire Agreement

This Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof.  There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

8.6          Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Plan of Arrangement.

8.7          Governing Law

This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario.

8.8          Execution in Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering an executed counterpart of the signature page to this Agreement by facsimile to any other Party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other Party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

62

8.9          Waiver

No waiver or release by any Party hereto shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in section 7.1 hereof.

8.10        No Personal Liability

(a)                                 No director or officer of Corporation shall have any personal liability whatsoever to Yamana under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of Corporation.

(b)                                 No director or officer of Yamana shall have any personal liability whatsoever to Corporation under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of Yamana.

8.11        Enurement and Assignment

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

8.12        Withholding

Yamana, Corporation and the Depositary shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any person hereunder and from all dividends or other distributions otherwise payable to any former Corporation Securityholder such amounts as Yamana, Corporation or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the relevant person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity.

[The remainder of this page is left blank intentionally]

63

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

64

SCHEDULE “A”

FORM OF PLAN OF ARRANGEMENT

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:

“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 2, 2014 between Corporation and Yamana, 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 E to the Arrangement Agreement;

“Assumed Liabilities” means (i) the $150 million loan agreement between CPPIB Credit Investments Inc., as lender, and the Corporation, as borrower, dated October 1, 2013; (ii) the Caterpillar Financial Leases in the amount of $77,869,966; (iii) the CAT commercial loan in the amount of $6,104,422.92; and (iv) the ▇▇▇▇▇▇ finance lease in the amount of $227,962.65;

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

“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” means:

(a)                                 Osisko’s right, title and interest in the Canadian Malartic Property (but excluding the legal title thereto); and

(b)                                 Osisko’s right, title and interest in all assets (tangible and intangible), property and undertaking (other than the Canadian Malartic Property) owned or leased or used or held by Osisko for use in the operation of the mine on the Canadian Malartic Property,

but excluding the Excluded Assets;

“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 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” means the mining property described as the “Canadian Malartic Property” in the Canadian Malartic Partnership Agreement;

“Canadian Malartic Purchase and Sale Agreement” means the purchase and sale agreement to be entered into between Corporation and Canadian Malartic Purchaser in respect of the transfer of the Canadian Malartic Purchased Units by Corporation to Canadian Malartic Purchaser, in the form agreed to by the Parties;

“Canadian Malartic Purchased Units” means 50% of the issued and outstanding units of Canadian Malartic GP immediately prior to the transfer contemplated in Section 3.3(j)(i);

“Canadian Malartic Purchaser means [·], a wholly-owned subsidiary of Yamana, incorporated pursuant to the Business Corporations Act (Ontario);

“Caterpillar Financial Leases” means certain leases relating to equipment entered into by the Corporation as per the terms of the Amended and Restated Master Funding and Lease Agreement entered into on August 9, 2011 between Caterpillar Financial Services Limited and the Corporation, as amended on June 20th, 2012;

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

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

“Corporation Meeting” means the special meeting, including any adjournments or postponements thereof, of the Corporation Shareholders to be held, among other things, to consider and, if deemed advisable, to approve the Arrangement;

“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;

“Corporation Optionholders” means the holders of Corporation Options;

“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;

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

“Depositary” means [·], as depositary;

“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;

A-2

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

“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;

“Exchange Ratio” means [·];

“Excluded Assets” means those assets identified as “Excluded Assets” in the Osisko Contribution Agreement;

“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 Shareholders” means the holders of Corporation Common Shares immediately prior to the Effective Time;

“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 Contribution Agreement” means the agreement to be entered into between Corporation and ▇▇▇▇▇▇▇ Reef Owner in respect of the transfer of the ▇▇▇▇▇▇▇ Reef Properties by Corporation to ▇▇▇▇▇▇▇ Reef Owner, in the form agreed to by the Parties;

“▇▇▇▇▇▇▇ Reef Owner” means the entity to be formed by the Corporation prior to the Effective Date to acquire the ▇▇▇▇▇▇▇ Reef Properties;

“▇▇▇▇▇▇▇ Reef Properties” means all infrastructure, equipment, permits, and rights related to the exploration of minerals at the ▇▇▇▇▇▇▇ Reef project, including but not limited to, mining and surface rights, as described in Schedule “C” to the Arrangement Agreement;

“▇▇▇▇▇▇▇ Reef Purchase and Sale Agreement” means the purchase and sale agreement to be entered into between Corporation and ▇▇▇▇▇▇▇ Reef Purchaser in respect of the transfer of the ▇▇▇▇▇▇▇ Reef Purchased Interest by Corporation to ▇▇▇▇▇▇▇ Reef Purchaser, in the form agreed to by the Parties;

“▇▇▇▇▇▇▇ Reef Purchased Interest” means 50% of the ownership interest in ▇▇▇▇▇▇▇ Reef Owner immediately prior to the transfer contemplated in Section 3.3(j)(i);

“▇▇▇▇▇▇▇ Reef Purchaser” means [·], a wholly-owned subsidiary of Yamana, to be incorporated pursuant to the CBCA;

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

“▇▇▇▇▇▇▇▇ Contribution Agreement” means the agreement to be entered into between Corporation and ▇▇▇▇▇▇▇▇ Owner in respect of the transfer of the ▇▇▇▇▇▇▇▇ Properties by Corporation to ▇▇▇▇▇▇▇▇ Owner, in the form agreed to by the Parties;

“▇▇▇▇▇▇▇▇ Owner” means the entity to be formed by the Corporation prior to the Effective Date to acquire the ▇▇▇▇▇▇▇▇ Properties;

A-3

“▇▇▇▇▇▇▇▇ Properties” means all infrastructure, equipment, permits, and rights related to the exploration of minerals at the ▇▇▇▇▇▇▇▇ Lake project, including but not limited to, mining and surface rights, as described in Schedule “C” to the Arrangement Agreement;

“▇▇▇▇▇▇▇▇ Purchase and Sale Agreement” means the purchase and sale agreement to be entered into between Corporation and ▇▇▇▇▇▇▇▇ Purchaser in respect of the transfer of the ▇▇▇▇▇▇▇▇ Purchased Interest by Corporation to ▇▇▇▇▇▇▇▇ Purchaser, in the form agreed to by the Parties;

“▇▇▇▇▇▇▇▇ Purchased Interest” means 50% of the ownership interest in ▇▇▇▇▇▇▇▇ Owner immediately prior to the transfer contemplated in Section 3.3(j)(i);

“▇▇▇▇▇▇▇▇ Purchaser” means [·], a wholly-owned subsidiary of Yamana, to be incorporated pursuant to the CBCA;

“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;

“Lender” means CPPIB Credit Investments Inc.;

“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;

“Loan” means a loan in the principal amount of $275,000,000 to be made by Lender to Canadian Malartic GP in accordance with the terms of the Loan Agreement;

“Loan Agreement” means the loan agreement to be entered into between Corporation and Canadian Malartic GP whereby the Lender agrees to make the Loan to Canadian Malartic GP;

“Loan Cash Consideration” means $275,000,000;

“Mexican Properties” means all infrastructure, equipment, permits, and rights related to the exploration of minerals at the Mexican project, including but not limited to, mining and surface rights, as described in Schedule “C” to the Arrangement Agreement;

“Mexican Purchaser” means the entity to be formed by Yamana prior to the Effective Date to acquire a direct or indirect 50% ownership interest in the Mexican Properties;

“Mexican Purchase and Sale Agreement” means the purchase and sale agreement to be entered into between Corporation or a subsidiary of Corporation and Mexican Purchaser in respect of the transfer by Corporation of a direct or indirect 50% ownership interest in the Mexican Properties to Mexican Purchaser, in the form agreed to by the Parties;

“New Corporation Common Shares” has the meaning ascribed thereto in Section 3.3(a)(i);

“New Corporation Share Consideration” means [·] New Corporation Common Shares;

“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;

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

“Partnership Promissory Note” means the demand promissory note to be issued by Canadian Malartic GP in favour of Corporation in accordance with the Canadian Malartic Contribution Agreement, in an aggregate principal amount equal to $550,000,000;

A-4

“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;

“Purchasers” means, collectively, Canadian Malartic Purchaser, ▇▇▇▇▇▇▇ Reef Purchaser, ▇▇▇▇▇▇▇▇ Purchaser and Mexican Purchaser;

“Purchase and Sale Agreements” means, collectively, the Canadian Malartic Purchase and Sale Agreement, the ▇▇▇▇▇▇▇ Reef Purchase and Sale Agreement, the ▇▇▇▇▇▇▇▇ Purchase and Sale Agreement and the Mexican Purchase and Sale Agreement, and “Purchase and Sale Agreement” means any one of them as applicable;

“Replacement Option” means an option or right to purchase New Corporation Common Shares granted by Corporation in replacement of Corporation Options on the basis set forth in Section 3.3(q);

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

“Streaming Agreement” means the gold streaming agreement to be entered into between Canadian Malartic GP and Streaming Party with respect to the Canadian Malartic Gold Mine;

“Streaming Cash Consideration” means $275,000,000;

“Streaming Escrow Agent” means [·], as escrow agent;

“Streaming Escrow Agreement” means the escrow agreement to be entered into between the Streaming Party and the Streaming Escrow Agent, pursuant to which Streaming Party shall be required to deposit the Streaming Escrow Amount in escrow with the Streaming Escrow Agent prior to the Effective Date;

“Streaming Escrow Amount” means $275,000,000;

“Streaming Party” means Caisse de dépôt et placement du Québec;

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

“Transaction Cash Consideration” means $2.194 per Corporation Common Share, being the amount of the Transaction Total Cash Consideration divided by the number of Corporation Common Shares issued and outstanding immediately prior to the step in Section 3.3(n), rounded to the nearest [·];

“Transaction Consideration” means, collectively:

(a)                                 the Transaction Cash Consideration;

(b)                                 the Yamana Share Consideration; and

(c)                                  the New Corporation Share Consideration,

for each Corporation Common Share, which assumes that on the Effective Date the Corporation Common Shares will be comprised of the existing issued and outstanding Corporation Common Shares as of March 28, 2014, as well as the Corporation Common Shares issuable upon the exercise of the Caisse Debenture and the Ressources Quebec Debenture;

“Transaction Total Cash Consideration” means $991,500,000, being the sum of the Loan Cash Consideration, the Streaming Cash Consideration and the Yamana Cash Consideration;

A-5

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

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

“Yamana Cash Consideration” means $441,500,000;

“Yamana Share Consideration” means 95,739,235 Yamana Common Shares, being the number of Yamana Common Shares comprising the Yamana Total Share Consideration divided by the number of Corporation Common Shares issued and outstanding immediately prior to the step in Section 3.3(n), rounded to the nearest [·]; and

“Yamana Total Share Consideration” means 95,739,235 Yamana Common Shares with an aggregate fair market value of $929,630,000.

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;

(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.

A-6

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) Canadian Malartic Purchaser; (d) ▇▇▇▇▇▇▇ Reef Purchaser; (e) ▇▇▇▇▇▇▇▇ Purchaser; (f) Canadian Malartic GP; (g) ▇▇▇▇▇▇▇ Reef Owner; (h) ▇▇▇▇▇▇▇▇ Owner; (i) the Mexican Purchaser; (j) the Corporation Shareholders (including all Dissenting Shareholders) and beneficial owners of Corporation Common Shares; (k) the Corporation Optionholders; (l) the Depositary; and (m) 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.

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;

(d)                                 Corporation shall have formed Canadian Malartic Owner, ▇▇▇▇▇▇▇ Reef Owner and ▇▇▇▇▇▇▇▇ Owner;

(e)                                  Yamana shall have incorporated Canadian Malartic Purchaser, ▇▇▇▇▇▇▇ Reef Purchaser and ▇▇▇▇▇▇▇▇ Purchaser and have formed Mexican Purchaser;

A-7

(f)                                   Corporation and Canadian Malartic GP shall have entered into the Canadian Malartic Contribution Agreement;

(g)                                  Corporation and ▇▇▇▇▇▇▇ Reef Owner shall have entered into the ▇▇▇▇▇▇▇ Reef Contribution Agreement;

(h)                                 Corporation and ▇▇▇▇▇▇▇▇ Owner shall have entered into the ▇▇▇▇▇▇▇▇ Contribution Agreement;

(i)                                     Corporation and Canadian Malartic Purchaser shall have entered into the Canadian Malartic Purchase and Sale Agreement;

(j)                                    Corporation and ▇▇▇▇▇▇▇ Reef Purchaser shall have entered into the ▇▇▇▇▇▇▇ Reef Purchase and Sale Agreement;

(k)                                 Corporation and ▇▇▇▇▇▇▇▇ Purchaser shall have entered into the ▇▇▇▇▇▇▇▇ Purchase and Sale Agreement;

(l)                                     Corporation and Mexican Purchaser shall have entered into the Mexican Purchase and Sale Agreement;

(m)                             Streaming Party and Canadian Malartic GP shall have entered into the Streaming Agreement, and Streaming Party shall have deposited, and the Streaming Escrow Agent shall hold, the Streaming Escrow Amount pursuant to the Streaming Escrow Agreement;

(n)                                 Lender and Canadian Malartic GP shall have entered into the Loan Agreement, and Lender shall have waived all conditions to advancing the Loan to Canadian Malartic GP (other than any condition relating to the filing of articles of arrangement implementing the Plan of Arrangement).

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:

(a)                                 The articles of incorporation of the Corporation, as amended, shall be amended:

(i)                                     to create a new class of shares consisting of an unlimited number of shares to be designated as “Class A Common Shares” (the “New Corporation Common Shares”) and having the following rights, privileges, restrictions and conditions:

(A)                   the right to one (1) vote per New Corporation Common Share at any meeting of shareholders of Corporation, except meetings at which only holders of a specified class of shares are entitled to vote;

(B)                   subject to the rights, privileges, restrictions and conditions attaching to shares of any other class or series of shares of Corporation, the right to receive the remaining property of Corporation upon dissolution pro rata; and

A-8

(C)                   subject to the rights, privileges, restrictions and conditions attaching to shares of any other class or series of shares of Corporation, the right to receive any dividend declared by the directors of Corporation and payable on the New Corporation Common Shares; and

(ii)                                to designate the Corporation Common Shares as “Class B Common Shares” and to remove the right of the holders of the Corporation Common Shares to participate in a liquidation or winding up of Corporation;

(b)                                 Corporation shall transfer its right, title and interest in the Canadian Malartic Assets to Canadian Malartic GP in consideration for (i) the assumption by Canadian Malartic GP of the Assumed Liabilities; (ii) the issuance to Corporation by Canadian Malartic GP of the Partnership Promissory Note; and (iii) 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 its right, title and interest in the ▇▇▇▇▇▇▇ Reef Properties to ▇▇▇▇▇▇▇ Reef Owner in consideration for an additional ownership interest in ▇▇▇▇▇▇▇ Reef Owner, all in accordance with the terms of the ▇▇▇▇▇▇▇ Reef Contribution Agreement;

(d)                                 Corporation shall transfer its right, title and interest in the ▇▇▇▇▇▇▇▇ Properties to ▇▇▇▇▇▇▇▇ Owner in consideration for an additional ownership interest in ▇▇▇▇▇▇▇▇ Owner, all in accordance with the terms of the ▇▇▇▇▇▇▇▇ Contribution Agreement;

(e)                                  All of the conditions to the Streaming Agreement shall be deemed to be satisfied and the Streaming Escrow Agent shall release the Streaming Escrow Amount to Canadian Malartic GP;

(f)                                   All of the conditions to the Loan Agreement shall be deemed to be satisfied and Lender shall advance the Loan to Canadian Malartic GP;

(g)                                  Canadian Malartic GP shall repay in full the principal amount owing by it to Corporation pursuant to the Partnership Promissory Note, such payment to be made out of the Streaming Escrow Amount received by Canadian Malartic GP pursuant to the step in Section 3.3(e) and the Loan proceeds received by Canadian Malartic GP pursuant to the step in Section 3.3(f), and the Partnership Promissory Note shall be cancelled;

(h)                                 Yamana shall lend an amount equal to the Yamana Cash Consideration, less the purchase price of the ▇▇▇▇▇▇▇ Reef Purchased Interest, ▇▇▇▇▇▇▇▇ Purchased Interest and Mexican Purchased Interest, to Canadian Malartic Purchaser in exchange for an interest-bearing promissory note in an aggregate principal amount equal to the Yamana Cash Consideration less the purchase price of the ▇▇▇▇▇▇▇ Reef Purchased Interest, ▇▇▇▇▇▇▇▇ Purchased Interest and Mexican Purchased Interest;

(i)                                     Canadian Malartic Purchaser shall subscribe for Yamana Common Shares in an aggregate amount equal to the Yamana Total Share Consideration, and in consideration shall issue to Yamana Class A Preferred Shares of Canadian Malartic Purchaser (having a fair market value equal to the fair market value of the Yamana Total Share Consideration).  Canadian Malartic Purchaser shall direct Yamana to deliver the Yamana

A-9

Common Shares to Corporation in partial satisfaction of the purchase price for the Canadian Malartic Purchased Units as described in Section 3.3(j)

(j)                                    Corporation shall simultaneously transfer:

(i)                                     the Canadian Malartic Purchased Units to Canadian Malartic Purchaser;

(ii)                                  the ▇▇▇▇▇▇▇ Reef Interest to ▇▇▇▇▇▇▇ Reef Purchaser;

(iii)                               the ▇▇▇▇▇▇▇▇ Interest to ▇▇▇▇▇▇▇▇ Purchaser; and

(iv)                              a direct or indirect 50% ownership interest in the Mexican Properties to Mexican Purchaser,

in each case pursuant to the applicable Purchase and Sale Agreement, in consideration for the payment by the Purchasers to Corporation of (A) cash in an aggregate amount equal to the Yamana Cash Consideration, and (B) the Yamana Total Share Consideration;

(k)                                 Simultaneously with the transfer in Section 3.3(j)(i), Canadian Malartic Purchaser shall be admitted as a partner to Canadian Malartic GP;

(l)                                     Each Corporation Common Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Encumbrances, to Corporation, in consideration for a debt claim against Corporation in an amount determined and payable in accordance with ARTICLE 4 hereof, and the name of such holder shall be removed from the register of holders of Corporation Common Shares;

(m)                             Concurrently:

(i)                                     each Corporation Common Share transferred to the Corporation pursuant to Section  3.3(l) shall be cancelled; and

(ii)                                  the stated capital account in respect of the Corporation Common Shares shall be reduced, in respect of the Corporation Common Shares cancelled pursuant to Section 3.3(m)(i), by an amount equal to the product obtained when (A) the stated capital of all of the issued and outstanding Corporation Common Shares immediately prior to the step in Section   3.3(l), is multiplied by (B) a fraction, the numerator of which is the number of Corporation Common Shares transferred to the Corporation pursuant to Section  3.3(l), and the denominator of which is the number of issued and outstanding Corporation Common Shares immediately prior to the step in Section 3.3(l);

(n)                                 Each Corporation Common Share outstanding immediately prior to the Effective Time (other than any Corporation Common Share held by a Dissenting Shareholder that is deemed to have been transferred to the Corporation and cancelled) shall be transferred by the holder thereof to Corporation in exchange for the Transaction Consideration and the name of such holder shall:

(i)                                     in respect of the Corporation Common Shares so transferred, be removed from the register of holders of Corporation Common Shares;

A-10

(ii)                                in respect of the New Corporation Common Shares issued to such holder, be entered in the register of holders of New Corporation Common Shares; and

(iii)                             in respect of the Yamana Common Shares transferred to such holder, be entered in the register of holders of Yamana Common Shares;

(o)                                 Concurrently with the exchange in Section 3.3(n):

(i)                                   the stated capital account in respect of the Corporation Common Shares shall be reduced, in respect of the Corporation Common Shares transferred to the Corporation pursuant to Section 3.3(n), by an amount equal to the stated capital of the issued and outstanding Corporation Common Shares immediately prior to the exchange in Section 3.3(n); and

(ii)                                there shall be added to the stated capital account of the New Corporation Common Shares, in respect of the aggregate New Corporation Common Shares issued pursuant to Section 3.3(n), the greater of:  (A) the amount, if any, by which (I) the amount by which the stated capital account of the Corporation Common Shares is reduced pursuant to Section 3.3(o)(i), exceeds (II) the aggregate amount of the Transaction Total Cash Consideration and the Yamana Total Share Consideration; and (B) one dollar;

(p)                                 Each Corporation Common Share transferred to the Corporation pursuant to Section 3.3(n) shall be cancelled; and

(q)                                 Concurrently with the exchange in Section 3.3(n), each Corporation Option outstanding at the Effective Time (whether vested or unvested) will be exchanged for a Replacement Option: (1) to acquire such number of New Corporation Common Shares as is equal to (A) that number of Corporation Common Shares that were issuable upon exercise of such Corporation Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of New Corporation Common Shares; (2) at an exercise price per New Corporation Common Share equal to the greater of the quotient determined by dividing: (X) the exercise price per Corporation Common Share at which such Corporation Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent, and such minimum amount that meets the requirements of paragraph 7(1.4)(c) of the Tax Act. All terms and conditions of a Replacement Option, including the term to expiry, vesting, conditions to and manner of exercising, shall be the same as the Corporation Option for which it was exchanged, and any certificate or option agreement previously evidencing the Corporation Option shall thereafter evidence and be deemed to evidence such Replacement Option.

3.4                               Effective Time Procedures

(a)                                 On or immediately prior to the Effective Date, Yamana shall, upon the direction of Corporation, deliver or arrange to be delivered to the Depositary

(i)                                     cash equal to the Yamana Cash Consideration; and

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

A-11

which cash and share certificates shall be held by the Depositary as agent and nominee for Former Corporation Shareholders for distribution to such Former Corporation Shareholders in accordance with the provisions of ARTICLE 5.

(b)                                 On or immediately prior to the Effective Date, Corporation shall deliver or arrange to be delivered to the Depositary certificates representing the aggregate New Corporation Share Consideration to be issued in accordance with the provisions of Section 3.3, which share certificates shall be held by the Depositary as agent and nominee for Former Corporation Shareholders for distribution to such Former Corporation Shareholders in accordance with the provisions of ARTICLE 5.

(c)                                  Former Corporation Shareholders shall be entitled to receive delivery of the cash consideration, share certificates representing Yamana Common Shares and share certificates representing New Corporation Common Shares to which they are entitled pursuant to Section 3.3 in accordance with the provisions of ARTICLE 5,

3.5                               No Fractional Shares

(a)                                 No fractional Yamana Common Shares shall be delivered to Former Corporation Shareholders in connection with this Plan of Arrangement. The number of Yamana Common Shares to be delivered to Former Corporation Shareholders shall be rounded down to the nearest whole Yamana Common Share in the event that a Former Corporation Shareholder is entitled to a fractional Yamana Common Share. In lieu of any such fractional Yamana Common Share, each Corporation Shareholder otherwise entitled to a fractional interest in Yamana Common Shares will be entitled to receive a cash payment equal to such Corporation Shareholder’s pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional interests in Yamana Common Shares to which all such Corporation Shareholders would otherwise be entitled. The Depositary will sell such Yamana Common Shares by private sale (including by way sale through the facilities of any stock exchange upon which the Yamana Common Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Corporation Shareholders otherwise entitled to receive fractional interests in Yamana Common Shares.

(b)                                 No fractional New Corporation Common Shares shall be issued to Former Corporation Shareholders in connection with this Plan of Arrangement. The number of New Corporation Common Shares to be issued to Former Corporation Shareholders shall be rounded down to the nearest whole New Corporation Common Share in the event that a Former Corporation Shareholder is entitled to a fractional New Corporation Common Share. In lieu of any such fractional New Corporation Common Share, each Corporation Shareholder otherwise entitled to a fractional interest in New Corporation Common Shares will be entitled to receive a cash payment equal to such Corporation Shareholder’s pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional interests in New Corporation Common Shares to which all such Corporation Shareholders would otherwise be entitled. The Depositary will sell such New Corporation Common Shares by private sale (including by way sale through the facilities of any stock exchange upon which the New Corporation Common Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of

A-12

such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Corporation Shareholders otherwise entitled to receive fractional interests in New Corporation Common Shares.

3.6                               Entitlement to Cash Consideration

In any case where the aggregate cash consideration payable to a particular Corporation Shareholder 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 Corporation 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(l), and will not be entitled to any other 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(n) applies.

4.2                               Recognition of Dissenting Shareholders

(a)                                 In no circumstances shall Corporation, Yamana 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(l);

A-13

(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

(a)                                 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 which were exchanged for Transaction Consideration in accordance with Section 3.3(n), 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 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 Yamana Common Shares, a certificate representing the New Corporation Common Shares and a cheque for the cash consideration to which such holder is entitled to receive in accordance with Section 3.3(n).

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 transferred to Corporation pursuant to the Plan 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 Corporation;

(ii)                                  the Yamana Common Shares which such Former Corporation Shareholder was entitled to receive shall be automatically transferred to the Corporation and the

A-14

certificates representing such Yamana Common Shares shall be delivered to Corporation by the Depositary together with the cash consideration to which such Former Corporation Shareholder was entitled to receive, 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 such Yamana Common Shares shall be deemed to be owned by Corporation; and

(iii)                             the New Corporation Common Shares which such Former Corporation Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such New Corporation Common Shares shall be delivered to Corporation by the Depositary for cancellation and shall be cancelled by Corporation and the interest of the Former Corporation Shareholder in such New Corporation Common Shares and to which it was entitled shall be terminated as of such final proscription date.

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, Yamana Common Shares or New Corporation 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 Yamana Common Shares or New Corporation 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 Yamana Common Shares or New Corporation 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 Yamana Common Shares or New Corporation Common Shares, as the case may be.

A-15

ARTICLE 6
AMENDMENTS

6.1                               Amendments to Plan of Arrangement

(a)                                 Corporation and Yamana 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 and Yamana, (iii) filed with the Court and, if made following the Corporation Meeting, approved by the Court, and (iv) communicated to Former 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 Corporation Meeting (provided that Yamana shall have consented thereto in writing) with or without any other prior notice or communication, and, if so proposed and approved at the Corporation 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 Corporation Meeting shall be effective only if (i) it is consented to by each of Yamana 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 and Yamana, provided that it concerns a matter that in the opinion of Corporation and Yamana, 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 and Yamana 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.

A-16

SCHEDULE “B”

FORM OF LOCK-UP AGREEMENT

Dear Securityholder:

Re:                                                     Arrangement Agreement between Osisko Mining Corporation and Yamana Gold Inc.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned securityholder (the “Securityholder”) and in consideration of the entering into by Yamana Gold Inc. (the “Yamana”), and Osisko Mining Corporation (the “Corporation”, and together with the other parties hereto, the “Parties”) of an arrangement agreement on the date hereof (the “Arrangement Agreement”), a copy of which is attached hereto as Exhibit A, relating to, among other things, the transaction (the “Proposed Transaction”) to be effected by way of a plan of arrangement under section 192 of the Canada Business Corporations Act, the Securityholder agrees as follows:

1.                                      INTERPRETATION

Capitalized terms used in this voting and support agreement (“Agreement”) and not otherwise defined herein that are defined in the Arrangement Agreement shall have the respective meanings ascribed thereto in the Arrangement Agreement.

2.                                      OWNERSHIP OF SHARES, OPTIONS AND WARRANTS

Yamana understands that the Securityholder is the beneficial owner, directly or indirectly, of, or has direction or control over, the number of common shares of the Corporation (the “Shares”) and, if any, the number of options exercisable for common shares of the Corporation (the “Options”), and, if any, the number of warrants exercisable for common shares of the Corporation (“Warrants”) set forth in the Securityholders’ acceptance (the “Acceptance”) at the end of this Agreement.

3.                                      COVENANTS OF THE SECURITYHOLDER

The Securityholder covenants and agrees that, until the earlier of: (i) the Effective Time and (ii) the date this Agreement is terminated (such earlier date being the “Release Date”), the Securityholder shall:

(a)                                 attend (either in person or by proxy) any meeting (including the Corporation Meeting) of the securityholders of the Corporation convened for the purposes of considering the Proposed Transaction (including any adjournments and postponements thereof), and at such meeting, vote or cause to be voted all of the Shares, (including any shares issued upon the exercise of the Options and Warrants or acquired by the Securityholder on or following the date hereof and prior to the record date for voting at such meeting) (the “Subject Securities”) in favour of the Proposed Transaction and all matters related thereto, as contemplated by the Arrangement Agreement;

(b)                                 vote or cause to be voted (in person or by proxy) any Subject Securities against, and in the case of clause (i) below, not tender or cause to be tendered any Subject Securities to:

(i)                                     any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization or liquidation or take-over bid or similar transaction involving the Corporation or common shares of the Corporation other than the Proposed Transaction;

(ii)                                other than the Proposed Transaction, a sale or transfer of a material amount of assets of the Corporation or any of its Subsidiaries or the issuance of any securities of the Corporation; or

(iii)                            any action that is reasonably likely to impede, interfere with, delay, postpone, or adversely affect in any material respect the Proposed Transaction including, without limitation, any Acquisition Proposal;

(c)                                  not, without the prior written consent of Yamana, sell, transfer, assign, pledge, or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment or other disposition of the Subject Securities (other than as contemplated herein) or permit any affiliate of the Securityholder to do any of the foregoing, provided that the Securityholder may sell, transfer, assign, pledge, or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment or other disposition of Shares issued following the date hereof upon the exercise of Options and Warrants which expire on a date when this Agreement remains in effect;

(d)                                 not, except as required pursuant to this Agreement, grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement; and

(e)                                  not exercise any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction or any aspect thereof or matter related thereto, and not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation or take any action that is reasonably likely to in any manner delay, hinder, prevent, interfere with or challenge the Proposed Transaction.

4.                                      GRANT OF PROXY

The Securityholder hereby covenants and agrees in favour of Yamana that (i) no later than 5 business days prior to the scheduled date of any Corporation Meeting the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities to be validly delivered as required to cause the Subject Securities to be voted in favour of the Proposed Transaction and (ii) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless prior written consent from Yamana has been obtained or this Agreement is terminated pursuant to Section 9(a).

5.                                      REPRESENTATIONS AND WARRANTIES OF THE SECURITYHOLDER

The Securityholder hereby represents and warrants to Yamana as follows and acknowledges that Yamana is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a)                                 the Securityholder is the sole beneficial owner of, or exercises control or direction over, the Shares, Options and Warrants, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute and no person has any agreement, option, or any right or privilege

B-2

capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Shares, Options and Warrants from the Securityholder or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement;

(b)                                 (i) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder are those listed on the Acceptance, and (ii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of the Corporation or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Corporation or any interest therein;

(c)                                  other than pursuant to the covenants set out in this Agreement, the Securityholder has the sole right to sell (or cause to be sold) all of its Shares, Options and Warrants now held (other than with respect to securities that have not vested);

(d)                                 the Securityholder has the sole right to vote (or cause to vote) all of its Shares now held and will have the right to vote (or cause to vote) all shares of the Corporation hereafter acquired by it;

(e)                                  if the Securityholder is a corporation or other entity, it is duly organized under the laws of its jurisdiction of incorporation or formation and is validly existing and has the necessary corporate or other power and authority to enter into this Agreement and to perform its obligations hereunder; and

(f)                                   the Securityholder is duly authorized to execute and deliver this Agreement and this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of  its obligations hereunder will not constitute a violation or breach of or default under, or conflict with (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation, (ii) to its knowledge, any applicable Laws, and (iii) if the Securityholder is a corporation or other entity, its constating documents.

6.                                      REPRESENTATIONS AND WARRANTIES OF YAMANA

Yamana hereby represents and warrants to the Securityholder that the execution and delivery of this Agreement by Yamana and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Yamana, and acknowledges that the Securityholder is relying on such representation and warranty in connection with entering into this Agreement.

7.                                     COVENANTS OF YAMANA

(a)                                 Subject to Section 7(b), Yamana hereby agrees and confirms to Securityholder that Yamana shall take all steps required of it to cause the Arrangement to occur in accordance with the terms and subject to the conditions set forth in the Arrangement Agreement.

B-3

(b)                                 The obligations of Yamana to complete the Arrangement are subject only to the conditions set forth in Section 5.1 and 5.3 of the Arrangement Agreement.

8.                                      DIRECTORS OR OFFICERS OF THE CORPORATION

Yamana acknowledges and agrees that the Securityholder is bound hereunder solely in its capacity as a securityholder and that the provisions hereof shall not be deemed or interpreted to bind the Securityholder in his or her capacity as a director, officer or employee of the Corporation or its affiliates. For the avoidance of doubt, nothing in this Agreement shall limit any person from fulfilling his or her fiduciary duties as a director or officer of the Corporation and nothing in this Agreement shall prevent a Securityholder who is a member of the board of directors or an officer of the Company from engaging, in such Securityholder’s capacity as a director or officer of the Corporation, in discussions or negotiations with a person in response to any bona fide Acquisition Proposal in accordance with the terms of the Arrangement Agreement.

9.                                      TERMINATION

(a)                                 The obligations hereunder of the Securityholder shall automatically terminate (i) upon the mutual written agreement of the Securityholder and Yamana; or (ii) upon the termination of the Arrangement Agreement in accordance with its terms; or (iii) on the Effective Date, whichever is the earliest to occur.

(b)                                 This Agreement may be terminated by notice in writing:

(i)                                     by Yamana if the Securityholder breaches or is in default of any of the covenants or obligations of the Securityholder under this Agreement and such breach or such default has or may have an adverse effect on the consummation of the Proposed Transaction or if any of the representations or warranties of the Securityholder under this Agreement shall have been at the date hereof, or subsequently become, untrue or incorrect in any material respect; provided that Yamana has notified the Securityholder in writing of any of the foregoing events and the same has not been cured within 15 business days of the date such notice was received by the Securityholder;

(ii)                                by the Securityholder if Yamana breaches or is in default of any of the covenants or obligations of Yamana under this Agreement or the Arrangement Agreement and such breach or such default has or may have an adverse effect on the consummation of the Proposed Transaction or if any of the representations or warranties of Yamana under this Agreement or the Arrangement Agreement shall have been at the date hereof, or subsequently become, untrue or incorrect in any material respect; provided that the Securityholder has notified Yamana in writing of any of the foregoing events and the same has not been cured within 15 business days of the date such notice was received by Yamana;

(iii)                             by the Securityholder if the Effective Date has not occurred by June 30, 2014;

(c)                                  If this Agreement is terminated as provided in this Section 9, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability on the part of any Party, provided that the foregoing shall not relieve any Party from any liability for any breach of this Agreement arising prior to such termination.  The Securityholder shall be entitled to withdraw any form of proxy delivered pursuant to this

B-4

Agreement in respect of the Arrangement in the event this Agreement is terminated in accordance with this Section 9.

10.                               AMENDMENT

Except as expressly set forth herein, this Agreement (together with all other documents and instruments referred to herein) constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by each of the Parties.

11.                               ASSIGNMENT

No Party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.

12.                               FURTHER ASSURANCES

The Securityholder shall, from time to time and at all times hereafter at the request of Yamana but without further consideration, do and perform all such further acts, matters and things and execute and deliver all such further documents, deeds, assignments, agreements, notices and writings and give such further assurances as shall be reasonably required for the purpose of giving effect to this Agreement.

13.                               SUCCESSORS; NO THIRD PARTY BENEFICIARIES

This Agreement shall be binding upon, enure to the benefit of and be enforceable by Yamana and the Securityholder and their respective executors, administrators, successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Parties or the Parties’ respective successors or permits assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

14.                               TIME OF THE ESSENCE

Time is of the essence of this Agreement.

15.                               UNENFORCEABLE TERMS

If any provision of this Agreement or the application thereof to any Party or circumstance is invalid or unenforceable to any extent then the remainder of this Agreement or application of such provision to a Party or circumstance (other than those to which it is held invalid or unenforceable) is not affected thereby and each remaining provision of this Agreement is valid and is enforceable to the fullest extent permitted by law.

16.                              APPLICABLE LAW

(a)                                 This Agreement is to be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to any conflicts of law provisions, and each of the Parties irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

(b)                                 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

B-5

conflicting terms or provisions should be construed against the Party that (or counsel of which) prepared the executed agreement or any earlier draft of the same.

17.                               NOTICE

Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if delivered:

(a)                                 in the case of the Securityholder, to the address appearing on the acceptance page of this Agreement, with a copy to its legal counsel; and

(b)                                 in the case of Yamana, to:

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇ ▇▇

▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇

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

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

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

Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇

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

Facsimile.:                                      (▇▇▇) ▇▇▇-▇▇▇▇

or to such other address as the Party to which such notice or other communication is to be given has last notified the Party giving the same in the manner provided in this paragraph. Any notice or other communication given or made is deemed to have been duly given or made as at the date delivered or sent if delivered personally or sent by fax transmission at the address for service provided herein during normal business hours on a business day, or otherwise on the next business day.

18.                               ENFORCEMENT

The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such Party is entitled at law or in equity.

19.                               EXPENSES

The Parties agree to pay their own respective expenses incurred in connection with this Agreement. This section shall survive the termination of this Agreement pursuant to Section 9.

B-6

20.                               DISCLOSURE

The Parties hereby consent to the disclosure of the substance of this Agreement in any press release required by applicable Laws or any circular relating to the Corporation Meeting and to the filing of this Agreement as may be required pursuant to applicable Laws. A copy of this Agreement may be provided to the Corporation.

21.                               COUNTERPART EXECUTION

This letter may be signed by fax or email and in counterparts, which, together, are deemed to constitute one valid and binding agreement and delivery of such counterparts may be effected by means of fax or email.

OSISKO MINING CORPORATION

B-7

Acceptance by Securityholder

The foregoing is hereby accepted as of and with effect from the          day of                           , 2014 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over, the Shares and Options indicated below and no other securities of the Corporation:

B-8

EXHIBIT A

ARRANGEMENT AGREEMENT

B-9

SCHEDULE “C”

CORPORATION PROPERTIES

MINING TITLES