ASSET PURCHASE AGREEMENT -BETWEEN- MCEWEN MINING INC. -AND- PRIMERO MINING CORP. ___________________________________ AUGUST 25, 2017

Defined Terms

the reservations, limitations, provisos and conditions expressed in any original grant from a Governmental Entity and any statutory exceptions to title;

agreements with any Governmental Entity and any public utilities or private suppliers of services that are identified in the Disclosure Letter or that in each case do not materially detract from the value or materially interfere with the use of the real or immovable property subject thereto;

any Aboriginal Claims;

Encumbrances for Taxes that are inchoate or not delinquent;

the royalties set out in Schedule "G"; and

all Encumbrances described in Schedule "K";

the Acquired Properties;

all Authorizations which are held by Primero and required for the conduct of the Acquired Properties as currently conducted or for the ownership and use of the Purchased Assets that are transferrable under Law;

all improvements, buildings, mill sites, mill, facilities, plant, offices, laboratories, fixtures, tunnels, adits, drifts, power lines, roads and other similar facilities;

all Tangible Property;

the Acquired Equipment;

the Acquired Fixed Assets;

all tailings, dams and similar property and structures on the Acquired Properties;

the Acquired Intellectual Property;

any and all goodwill and any other intangibles associated with the business and operations relating to the Purchased Assets;

all Closing Date Assets;

all Inventory derived from the exploitation and mining of the Acquired Properties;

all rights, benefits and entitlements of Primero under the Assumed Contracts;

all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees, rights under warranties, indemnities and similar rights against third parties, in each case, to the extent that such assets are not Excluded Assets or the Purchaser did not assume the Liabilities relating thereto;

all proceeds of insurance received by, or payable to, Primero on account of loss of or damage to the Purchased Assets occurring during the period commencing on July 14, 2017 and ending on the Closing Date, to the extent that such proceeds are not included in any adjustments to the Purchase Price made pursuant to the Statement of Adjustments; and

the Books and Records;

Certain Rules of Interpretation

Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles, Sections, Schedules and an Exhibit and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.

Currency. All references to dollars or to $ are references to United States dollars, unless specified otherwise.

Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa .

Certain Phrases, etc. The words: (i) "including", "includes" and "include" mean "including (or includes or include) without limitation"; (ii) "the aggregate of", "the total of", "the sum of" or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of"; and (iii) unless stated otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term "made available" means: (i) copies of the subject materials were included in the Data Room Materials; or (ii) the subject materials were listed in the Disclosure Letter and copies were provided to ▇▇▇▇▇▇ by Primero.

Capitalized Terms. Unless expressly indicated otherwise, all capitalized terms used in any Schedule or in the Disclosure Letter have the meanings ascribed to them in this Agreement.

Knowledge. For purposes of this Agreement or any representation or warranty, where a statement is expressly qualified by reference to the knowledge of Primero, it is deemed to refer to the actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. For purposes of this Agreement or where any representation or warranty, where a statement is expressly qualified by reference to the knowledge of ▇▇▇▇▇▇, it is deemed to refer to the actual knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of Primero required to be made shall be made in a manner consistent with IFRS.

Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended, restated or re-enacted, unless stated otherwise.

Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

Time References. References to time are to local time in Toronto, Ontario.

Approvals and Consents. If any provision requires approval or consent of a Person and such approval or consent is not delivered within the specified time limit, the Person whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

Schedules and Exhibits. The following schedules and exhibits are attached to this Agreement and form an integral part of this Agreement for all purposes of it:

Purchase and Sale of Assets

Excluded Assets

all cash and cash equivalents, bank accounts and securities of Primero, including any Primero Cash Collateral;

all Mineral Products produced on or before the Adjustment Date and shipped prior to the Closing Date;

all Primero Benefit Plans and trusts or other assets attributable thereto;

the corporate seals, organizational documents, minute books, Tax Returns, Books and Records having to do with the corporate organization of Primero;

the assets, properties and rights specifically set forth in Schedule "C";

the rights that accrue or will accrue to Primero under the Transaction Documents; and

all other assets, property and undertakings of Primero that do not relate to the Acquired Properties.

Assumed Liabilities

all Reclamation obligations relating to the Acquired Properties, whether arising before or after the Closing Time;

all Liabilities in respect of the streams and royalties set forth in Schedule "G" due or accruing due or arising after the Adjustment Date in all cases;

all Liabilities relating to the Purchased Assets (including Assumed Contracts) due or accruing due or arising after the Adjustment Date in all cases;

all Employee Obligations relating to the Transferred Employees due or accruing due or arising on or after the Adjustment Date and all ▇▇▇▇▇▇ Severance Obligations in all cases;

all Closing Date Liabilities;

any Liabilities of ▇▇▇▇▇▇ arising or incurred in connection with the negotiation, preparation, investigation and performance of the Transaction Documents, including fees and expenses of counsel, accountants, consultants, advisers and others; and

all other Liabilities relating to the Purchased Assets or Transferred Employees that are not Excluded Liabilities.

corporate income Taxes of ▇▇▇▇▇▇ (or any affiliate of ▇▇▇▇▇▇); or

Taxes that arise out of the Closing that are the responsibility of ▇▇▇▇▇▇ under applicable Law, except as otherwise set forth in this Agreement,

Excluded Liabilities

any Liabilities of Primero arising or incurred in connection with the negotiation, preparation, investigation and performance of the Transaction Documents, including fees and expenses of counsel, accountants, consultants, advisers and others;

any Liability for: (i) corporate income Taxes of Primero (or any affiliate of Primero); or (ii) Taxes that arise out of the Closing that are the responsibility of Primero under applicable Law, except as otherwise set forth in this Agreement;

any Liabilities relating to or arising out of the Excluded Assets;

any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the acquisition, ownership or operation of the Purchased Assets to the extent such Action relates to such acquisition, ownership or operation on or prior to the Closing;

any Liabilities of Primero arising under or in connection with any Primero Benefit Plans;

any Environmental Liabilities relating to the Purchased Assets, but only to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Time (other than with respect to Reclamation obligations relating to the Purchased Assets);

any Liabilities of Primero or its affiliates not relating to the Purchased Assets;

any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, retiree, employee, independent contractor or consultant of Primero existing on or prior to the Closing Time (including with respect to any breach of fiduciary obligations by any of such Persons), except for any indemnification of any Primero Indemnitees pursuant to Article 9;

all Employee Obligations due or accruing due prior to the Adjustment Date that are not included in the Statement of Adjustments and all Primero Severance Obligations;

any Liabilities under any Contracts: (i) which are not capable of being assigned to ▇▇▇▇▇▇ for any reason; or (ii) to the extent such Liabilities arise out of or relate to a breach by Primero of such Contracts prior to the Closing Time;

any fees, expenses or other payments incurred or owed by or on behalf of Primero or any of its affiliates to any brokers, financial advisors or comparable other Persons;

any Liabilities associated with debt, loans or credit facilities of Primero owing to any Person; and

any Liabilities arising out of, in respect of or in connection with the failure by Primero or any of its affiliates to comply with any Law, including any Environmental Law, or Governmental Order.

Purchase Price

Allocation of Purchase Price

Assignment of Rights to the Purchased Assets

Amounts Received Post-Closing

Unless otherwise expressly agreed in this Agreement, if, following the Closing, Primero receives any monies or other amounts under or in respect of the Purchased Assets (for greater certainty, excluding any amounts received from ▇▇▇▇▇▇ in accordance with this Agreement) that relate to the period commencing at the Closing Time, Primero shall promptly provide ▇▇▇▇▇▇ with: (i) a statement of all such amounts received; (ii) a wire transfer of immediately available funds equal to such amounts; and (iii) a certificate signed by an officer or equivalent of Primero certifying that Primero has complied with the provisions of this Section 2.8(a).

Unless otherwise expressly agreed in this Agreement, if, following the Closing, ▇▇▇▇▇▇ receives any monies or other amounts under or in respect of Excluded Assets or Excluded Liabilities, or that relate to the Purchased Assets prior to the Closing Time, ▇▇▇▇▇▇ shall promptly provide Primero with: (i) a statement of all such amounts received; (ii) a wire transfer of immediately available funds equal to such amounts; and (iii) a certificate signed by an officer or director of ▇▇▇▇▇▇ certifying that ▇▇▇▇▇▇ has complied with this Section 2.8(b).

In the event of any dispute between ▇▇▇▇▇▇ or Primero with respect to any such amounts arising under this Section 2.8, each shall provide the other reasonable access to its books and records relating to such amounts and shall endeavour in good faith to resolve such dispute.

Neither Party is required to compensate the other Party in respect of any amount to the extent that such amount was previously reflected by an adjustment in the Statement of Adjustments in favour of such other Party.

Purchase Price Adjustment

Adjustments shall be made to the Purchase Price on the Closing for all Closing Date Liabilities and Closing Date Assets by: (i) reducing the amount of the Purchase Price by the amount of the Closing Date Liabilities; and (ii) increasing the amount of the Purchase Price by the amount of the Closing Date Assets.

No later than five (5) Business Days prior to the Adjustment Date, Primero and ▇▇▇▇▇▇, acting reasonably, shall jointly prepare a statement of adjustments setting out the Closing Date Assets and the Closing Date Liabilities, itemizing the balance of each component of the Closing Date Assets and the Closing Date Liabilities included in such statement and allocating such amounts between the Parties, as appropriate (the “Statement of Adjustments”).

Representations and Warranties of Primero

Representations and Warranties of ▇▇▇▇▇▇

Conduct of Business of the Purchased Assets Prior to the Closing

preserve and maintain all Authorizations required for the conduct of the Acquired Properties or the ownership and use of the Purchased Assets in all material respects;

pay the Liabilities relating to the Purchased Assets when due in accordance with past practice;

maintain the Acquired Properties and other assets included in the Purchased Assets in the same condition, in all material respects, as they were on the date of this Agreement, subject to reasonable wear and tear;

continue in full force and effect without modification all insurance policies relating to the Purchased Assets, except as required by applicable Law;

defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation;

maintain the Books and Records in accordance with past practice in all material respects;

comply in all material respects with all Laws applicable to the business and operations relating to the Purchased Assets or the ownership and use of the Purchased Assets;

not hedge any minerals produced from or located on the Acquired Properties; and

not take any action (or permit any action to be taken) or fail to take any action (or permit any action to fail to be taken) that would cause a material breach of any covenant in this Agreement, including any of the foregoing in (a) to (h), inclusive, above.

Covenants of Primero Relating to the Transaction

Primero shall perform all obligations required or desirable to be performed by Primero under this Agreement, co-operate with ▇▇▇▇▇▇ in connection therewith and do all such other acts and things as may be reasonably necessary or desirable in order to consummate and make effective the Transaction and, without limiting the generality of the foregoing, Primero shall:

use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Transaction;

use commercially reasonable efforts to obtain on terms acceptable to Primero and ▇▇▇▇▇▇, each acting reasonably, and maintain, all third party consents (including from Governmental Entities), waivers, Authorizations, exemptions, orders, approvals, agreements, amendments or confirmations, including the Required Consents and Approvals, that are (A) necessary in connection with the Transaction, (B) required to be obtained in relation to any of the Purchased Assets, or (C) required in order to maintain any Assumed Contracts, leases, Authorizations, licenses or other authorizations in respect of the Purchased Assets in full force and effect immediately following the Closing, in each case, on terms that are reasonably satisfactory to ▇▇▇▇▇▇, and without committing ▇▇▇▇▇▇ or Primero to pay any additional consideration or incur any additional Liability other than the existing Liabilities relating to such Purchased Assets or make the Purchased Assets subject to any additional Liability as a condition precedent to the granting of any such consent, authorization, exemption, order, approval, agreement, amendment or confirmation, in each case without the prior written consent of ▇▇▇▇▇▇ or Primero, as the case may be. For greater certainty, Primero shall: (A) prior to the Closing, prepare all requisite notification letters (and provide copies to ▇▇▇▇▇▇) to be submitted to each applicable Governmental Entity, including to the Ministry of the Environment and Climate Change (Ontario), confirming the Transaction and, where applicable, requesting approval for the transfer to ▇▇▇▇▇▇ or issuance, as applicable of all transferrable Authorizations relating to the Purchased Assets; and (B) provide ▇▇▇▇▇▇ with all material correspondence made by Primero or received by Primero with respect to the Required Consents and Approvals, other than as relating to any Required Consent and Approval to be obtained from BMO or Wheaton;

use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities prior to the Closing in respect of Primero or the Purchased Assets and coordinating and cooperating with ▇▇▇▇▇▇ with respect thereto;

use commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the Closing and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Transaction or this Agreement;

use commercially reasonable efforts to obtain, at the sole expense of ▇▇▇▇▇▇, the reliance letters for the technical reports, closure plans and site conditions requested by ▇▇▇▇▇▇, acting reasonably, which reliance letters shall be in form and substance acceptable to ▇▇▇▇▇▇, acting reasonably, and consistent with industry practice; and

not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the Closing.

Primero shall promptly notify ▇▇▇▇▇▇ (and, if it becomes aware, ▇▇▇▇▇▇ shall promptly notify Primero) in writing of:

any Primero Material Adverse Effect, or any fact or state of facts, circumstance, change, effect, occurrence or event which could reasonably be expected to have a Primero Material Adverse Effect;

any notice or other communications from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Transaction;

any notice or other communication from any Governmental Entity in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to ▇▇▇▇▇▇); or

any filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise materially affecting Primero, the Purchased Assets or that relate to this Agreement or the Transaction.

Covenants of ▇▇▇▇▇▇ Relating to the Transaction

▇▇▇▇▇▇ shall perform all obligations required or desirable to be performed by ▇▇▇▇▇▇ under this Agreement, co-operate with Primero in connection therewith and do all such other acts and things as may be reasonably necessary or desirable in order to consummate and make effective the Transaction and, without limiting the generality of the foregoing, ▇▇▇▇▇▇ shall:

use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Transaction;

use commercially reasonable efforts to obtain, on terms acceptable to ▇▇▇▇▇▇ and Primero, each acting reasonably, and maintain, all third party consents (including from Governmental Entities), waivers, Authorizations, exemptions, orders, approvals, agreements, amendments or confirmations, including the Required Consents and Approvals, that are (A) necessary in connection with the Transaction, (B) required to be obtained in relation to any of the Purchased Assets, or (C) required in order to maintain any Assumed Contracts, leases, Authorizations, licenses or other authorizations in respect of the Purchased Assets in full force and effect immediately following the Closing, in each case, without committing ▇▇▇▇▇▇ or Primero to pay any additional consideration or incur any additional Liability other than the existing Liabilities relating to such Purchased Assets, or make the Purchased Assets subject to any additional Liability, in each case without the prior written consent of Primero or ▇▇▇▇▇▇, as the case may be;

use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities prior to the Closing in respect of the Transaction or ▇▇▇▇▇▇ and cooperating with Primero with respect thereto;

use commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the Closing and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Transaction or this Agreement;

reimburse Primero for all fees paid by Primero in connection with the assignment by Primero to ▇▇▇▇▇▇ of any Authorizations; and

not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the Closing.

▇▇▇▇▇▇ shall promptly notify Primero (and, if it becomes aware, Primero shall promptly notify ▇▇▇▇▇▇) in writing of:

any ▇▇▇▇▇▇ Material Adverse Effect, or any fact or state of facts, circumstance, change, effect, occurrence or event which could reasonably be expected to have a ▇▇▇▇▇▇ Material Adverse Effect;

any notice or other communications from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Transaction;

any notice or other communication from any Governmental Entity in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to Primero); or

any filing, action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise materially affecting ▇▇▇▇▇▇, the Purchased Assets or that relate to this Agreement or the Transaction.

Required Consents and Approvals

Access to Information and Access for Due Diligence

Public Communications

Surety Arrangements

▇▇▇▇▇▇ will assume responsibility for providing financial assurance for the Closure Plans with regard to the Acquired Properties from and after the Closing Time.

▇▇▇▇▇▇ shall secure substitute Financial Assurance to replace the Primero Financial Assurance (the "▇▇▇▇▇▇ Financial Assurance") at the Closing Time; provided that, if the MNDM has not provided the Required Consent and Approval to the replacement of the Primero Financial Assurance with the ▇▇▇▇▇▇ Financial Assurance at the Closing Time, the Primero Financial Assurance shall continue after the Closing Time at the sole expense of ▇▇▇▇▇▇ and subject to the terms of the Transition Services Agreement, until such Required Consent and Approval from the MNDM is obtained.

Tax Matters

The Parties agree and acknowledge that the acquisition of the Purchased Assets hereunder involves the acquisition by ▇▇▇▇▇▇ of all or substantially all of the Canadian resource properties of Primero. ▇▇▇▇▇▇ and Primero covenant and agree to execute and file a joint election in the prescribed form contemplated under paragraph 66.7(7)(e) of the Tax Act, within the time limits prescribed by the Tax Act, in respect of the transfer of the Purchased Assets in order to have the "successor corporation" rules in the Tax Act apply in a manner that transfers from Primero to ▇▇▇▇▇▇ the maximum amount of Transferred Tax Pools allowable for such purposes. Primero shall prepare and execute such election and provide a copy of such election for ▇▇▇▇▇▇'▇ review at least 15 Business Days prior to the filing deadline. Primero shall accept any reasonable comments from ▇▇▇▇▇▇ in respect of such election prior to filing.

If ▇▇▇▇▇▇ assigns its rights and obligations under this Agreement to a direct or indirect subsidiary (the "Assignee Purchaser") pursuant to Section 10.12, Primero represents that it is, and ▇▇▇▇▇▇ represents (on its own behalf and on behalf of the Assignee Purchaser, if any) that the Assignee Purchaser will be duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) and shall provide its registration number to the other Party promptly upon request by such other Party. Primero and ▇▇▇▇▇▇ (on its own behalf and on behalf of any Assignee Purchaser) acknowledge and agree that Primero is selling, and ▇▇▇▇▇▇ or the Assignee Purchaser, as applicable, is acquiring, all or substantially all of the assets used in the business currently being conducted by Primero with respect to the Purchased Assets and, if ▇▇▇▇▇▇ assigns its rights and obligations under this Agreement to an Assignee Purchaser pursuant to Section 10.12, Primero and ▇▇▇▇▇▇ (on behalf of the Assignee Purchaser) each agree to jointly prepare and execute an election pursuant to section 167 of the Excise Tax Act (Canada). ▇▇▇▇▇▇ represents (on its own behalf and on behalf of the Assignee Purchaser) that it shall file such election in prescribed form and within the time limits contained in the Excise Tax Act (Canada) with the appropriate Governmental Entity. Any goods and services tax, harmonized sales tax and/or any other sales or similar tax incurred in connection with the Transaction, including, for greater certainty, where an election pursuant to section 167 of the Excise Tax Act (Canada) is not or cannot be validly made in respect of the Purchased Assets, shall be borne by ▇▇▇▇▇▇ or the Assignee Purchaser, as the case may be. ▇▇▇▇▇▇ shall indemnify Primero from any and all claims, liabilities, actions, proceedings, demands, losses, costs, penalties, goods and services taxes payable, fines, damages, interest and expenses suffered by or sustained by Primero pertaining to such election pursuant to section 167 of the Excise Tax Act (Canada), including in the event that such election is not accepted by the Canada Revenue Agency. For greater certainty, the Parties agree that, if ▇▇▇▇▇▇ assigns its rights and obligations under this Agreement to an Assignee Purchaser, Primero will not charge or collect any amount from the Assignee Purchaser on Closing on account of goods and services tax or harmonized sales tax on the basis that the Parties have covenanted in this Section 4.8 to complete and timely file an election under section 167 of the Excise Tax Act (Canada).

▇▇▇▇▇▇ shall pay (and indemnify Primero for) any and all land transfer taxes, levies and other Taxes which are paid by Primero in connection with the purchase and sale of the Purchased Assets.

Primero and ▇▇▇▇▇▇ (on its own behalf or on behalf of any Assignee Purchaser) will jointly elect, within the prescribed time and manner, under subsection 20(24) of the Tax Act with respect to any obligations of Primero assumed by ▇▇▇▇▇▇ .

Employment Matters

Prior to the Closing Time, Primero shall continue to employ all of the Employees on the same terms and conditions as are in effect on the date hereof and shall not make any changes to such terms and conditions except for normal salary and wage increases made in the Ordinary Course, and will not hire other individuals whose base salary exceeds $80,000 to be Employees (except as are required to replace departed Employees) without ▇▇▇▇▇▇'▇ prior written consent, except for any Employees who prior to the Closing Time: (i) are terminated for cause in the Ordinary Course; (ii) are terminated with ▇▇▇▇▇▇'▇ consent, which consent shall not be unreasonably withheld; (iii) voluntarily resign; or (iv) retire.

Not less than 15 days prior to the Closing, Primero agrees to provide ▇▇▇▇▇▇ with an updated listing of all Employees as of such date specifying, on an individual basis, the Employee's age, length of service, remuneration, position (including full-time, part-time, temporary, casual, seasonal or co -op student), and specifying if the Employee is on leave, the type of leave and the Employee's anticipated return to work date, which update describes the changes that have occurred from the date of this Agreement.

Within five (5) days after receipt of the Employee list delivered pursuant to Section 4.9(b), ▇▇▇▇▇▇ shall offer employment to each Employee (each, a "Prospective Employee") and shall make each such offer of employment, effective as of the Closing Time, to each Prospective Employee in accordance with Section 4.9(d) . ▇▇▇▇▇▇ will provide notice to Primero on the Closing Date of the names of those Prospective Employees who accept employment with ▇▇▇▇▇▇ (such Prospective Employees, together with all Inactive Employees, who commence employment with ▇▇▇▇▇▇ are collectively referred to herein as the "Transferred Employees"). Notwithstanding the foregoing, if any Prospective Employee to whom ▇▇▇▇▇▇ is required to make an offer of employment pursuant to this Section 4.9(c) is on an approved leave of absence from work with Primero at the time offers of employment by ▇▇▇▇▇▇ are to be made (each, an "Inactive Employee"), ▇▇▇▇▇▇ shall offer employment to such Inactive Employee on the earliest practicable date following the return of such Inactive Employee to work with Primero and otherwise on terms and conditions consistent with this Section 4.9(c) and Section 4.9(d), provided that such Inactive Employee returns to active employment within eighteen (18) months following the Closing Date or such later time as required by applicable Law. Primero shall promptly notify ▇▇▇▇▇▇ of the occurrence and end of any such leave of absence. Any Inactive Employee who accepts the offer of employment by ▇▇▇▇▇▇ upon the end of any leave of absence shall be a Transferred Employee, and all references in this Agreement to: (i) the Closing Date shall be deemed to be references to the date on which such individual becomes a Transferred Employee; and (ii) the Closing Time shall be deemed to be references to 12:01 a.m. local time on the date such individual becomes a Transferred Employee. For greater certainty, ▇▇▇▇▇▇ shall not be liable for any Employee Obligations paid by Primero to an Inactive Employee prior to the date upon which the Inactive Employee becomes a Transferred Employee.

The offer letters to be delivered to Prospective Employees and Inactive Employees, as applicable, by ▇▇▇▇▇▇ under Section 4.9(c) shall be on the basis of the following terms and conditions:

the base compensation and bonus plan entitlements shall be substantially identical to such Prospective Employees’ entitlements immediately prior to the Closing or, in the case of any Inactive Employee, immediately prior to the date on which such Inactive Employee’s leave of absence commenced, subject to any accommodation required or permitted under applicable employment Law if such Inactive Employee returns to a different or modified role, in which case such Inactive Employee’s base compensation and bonus pay entitlements shall be commensurate with the different or modified role;

shall exclude any stock option plan or other equity based incentive plan compensation to which the Prospective Employees or Inactive Employees were entitled immediately prior to the Closing;

the benefit entitlements shall be comparable to such Prospective Employees’ entitlements immediately prior to the Closing or, in the case of any Inactive Employee, immediately prior to the date on which such Inactive Employee’s leave of absence commenced; and

the written employment agreements to be entered into between ▇▇▇▇▇▇ and each Prospective Employee or Inactive Employee, as applicable, shall give full recognition for such Prospective Employee's or Inactive Employee’s length of service with Primero prior to the Closing Date, and otherwise shall define, at ▇▇▇▇▇▇'▇ discretion, the termination entitlement owed to such Prospective Employee or Inactive Employee, as applicable, if such Prospective Employee's or Inactive Employee’s employment with ▇▇▇▇▇▇ is terminated following such Prospective Employee's or Inactive Employee’s acceptance of the offer of employment by ▇▇▇▇▇▇.

▇▇▇▇▇▇ shall deliver to Primero the form of offer letters referred to in Section 4.9(d) for Prospective Employees, upon receipt by ▇▇▇▇▇▇ of the Employee list referred to in Section 4.9(b) and, with respect to any Inactive Employee, upon receipt of notice that such Inactive Employee has returned to work with Primero.

Primero shall be solely responsible for all Employee Obligations and Primero Severance Obligations relating to all Employees, including Inactive Employees, who are not Transferred Employees.

In respect of Transferred Employees:

Primero shall be solely responsible for all Employee Obligations which are payable to, receivable by or accrued in favour of the Transferred Employees prior to the Adjustment Date even if not then due and payable, except in respect of Employee Obligations that are included in the Statement of Adjustments, and for all Primero Severance Obligations; and

▇▇▇▇▇▇ shall assume all Employee Obligations relating to the Transferred Employees that arise on or after the Adjustment Date and all ▇▇▇▇▇▇ Severance Obligations.

▇▇▇▇▇▇ will have all obligations and liabilities with respect to any Governmental Entity for any Taxes which are payable to, receivable by or accrued on or after the Adjustment Date.

Assistance with Financial Statements

Prior to the Closing and as soon as reasonably practicable after the date hereof, Primero shall cause to be prepared in accordance with IFRS, at the sole expense of ▇▇▇▇▇▇, all unaudited carve-out financial statements relating to the Purchased Assets as may be reasonably required by ▇▇▇▇▇▇ pursuant to applicable Securities Laws. In addition, Primero shall use reasonable commercial efforts to cause to be prepared in accordance with IFRS, at the sole expense of ▇▇▇▇▇▇, as soon as reasonably practicable after the date hereof, all audited carve-out financial statements relating to the Purchased Assets as may be reasonably required by ▇▇▇▇▇▇ in accordance with applicable Securities Laws in connection with the Transaction.

This Section 4.10 shall survive the Closing for a period of 90 days.

Transition Services Agreement

Schedules to this Agreement

Non-Solicitation

Mutual Conditions Precedent

Illegality. No Law is in effect that makes the Closing illegal or otherwise prohibits or enjoins Primero or ▇▇▇▇▇▇ from completing the Closing;

Governmental Approvals. Each of ▇▇▇▇▇▇ and Primero shall have received all Authorizations required for the Closing; and

Required Consents and Approvals. The Required Consents and Approvals shall have been obtained in form and substance satisfactory to the Parties, acting reasonably.

Additional Conditions Precedent to the Obligations of ▇▇▇▇▇▇

Representations and Warranties. (i) The representations and warranties of Primero set forth in this Agreement that are qualified by materiality or Primero Material Adverse Effect qualifications shall be true and correct in all respects and all other representations and warranties of Primero set forth in this Agreement shall be true and correct in all material respects, in each case, as of the Closing 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 accordingly true and correct as of such earlier date; and (ii) Primero shall have delivered a certificate confirming paragraph (i) above to ▇▇▇▇▇▇, executed by a senior officer of Primero (without personal liability), addressed to ▇▇▇▇▇▇ and dated the Closing Date.

Performance of Covenants. (i) Primero shall have fulfilled or complied in all material respects with each of the covenants and obligations of Primero contained in this Agreement to be fulfilled or complied with by Primero on or prior to the Closing Date; and (ii) Primero shall have delivered a certificate confirming paragraph (i) above to ▇▇▇▇▇▇, executed by a senior officer of Primero (without personal liability), addressed to ▇▇▇▇▇▇ and dated the Closing Date.

No Material Adverse Effect. (i) There shall not have occurred a Primero Material Adverse Effect on or prior to the Closing Time; and (ii) Primero shall have delivered a certificate confirming paragraph (i) above to ▇▇▇▇▇▇, executed by a senior officer of Primero (without personal liability), addressed to ▇▇▇▇▇▇ and dated the Closing Date.

No Legal Action. There is no action or proceeding pending to prohibit or restrict the Transaction or the Closing or to materially adversely affect the ownership or operation by ▇▇▇▇▇▇ of the Purchased Assets after the Closing Time.

Damage or Destruction. The Purchased Assets shall not in any material respect have been damaged or destroyed, in whole or in part, by fire, theft or any other hazard.

Title Insurance. Primero shall own and control all right, title and interest in and to the Purchased Assets, subject only to Permitted Encumbrances, as evidenced by the Title Insurance Policy (the “Title Insurance Policy”) and a favourable legal opinion from legal counsel for Primero in relation to the title to the mining claims included in the Acquired Properties to the extent such mining claims are not covered by the Title Insurance Policy (the "Title Opinion"), in each case, addressed to ▇▇▇▇▇▇ and which are delivered by Primero to ▇▇▇▇▇▇, at Primero's expense, in form and substance acceptable to ▇▇▇▇▇▇ and ▇▇▇▇▇▇'▇ legal counsel, each acting reasonably.

Deliveries. Primero shall deliver or cause to be delivered to ▇▇▇▇▇▇ the following in form and substance satisfactory to ▇▇▇▇▇▇, acting reasonably:

the certificates referred to in Section 6.2(a), Section 6.2(b) and Section 6.2(c);

certified copies of: (i) the articles of Primero; and (ii) the resolutions of Primero Board approving the entering into of this Agreement and the Transaction;

a certificate of status, compliance, good standing or like certificate with respect to Primero issued by an appropriate Governmental Entity of its jurisdiction of incorporation or formation;

a direction to ▇▇▇▇▇▇ regarding the payment of the Purchase Price;

a ▇▇▇▇ of sale, assignment and assumption, substantially in the form of Exhibit B, executed by Primero;

the Transition Services Agreement, executed by Primero;

all conveyances, transfers, assignments, consents and other documents as may be required to convey to ▇▇▇▇▇▇ the Purchased Assets with good and marketable title, free and clear of all Encumbrances, other than the Permitted Encumbrances;

the Title Insurance Policy;

the Title Opinion;

an opinion dated the Closing Date from legal counsel for Primero, in a form customarily provided in transactions of this nature, including in respect of the due authorization, execution, delivery and enforceability of this Agreement;

evidence of discharge of any security granted pursuant to the BMO Credit Agreement with respect to the Purchased Assets, and a consent from the Administrative Agent and the Lenders (each as defined in the BMO Credit Agreement);

a consent from Sandstorm pursuant to the Sandstorm Gold Stream Agreement;

a valid Workers Compensation and Insurance Board ("WSIB") Purchase Certificate verifying that there are no outstanding debts on Primero's WSIB account;

a draft copy of the tax election under section 167 of the Excise Tax Act (Canada), described in Section 4.8 of this Agreement;

all documents as may be required to discharge and remove from title any Encumbrance that is not a Permitted Encumbrance;

reliance letters provided pursuant to Section 4.2(a)(v); and

copies or originals of such other documents, instruments, agreements or certificates necessary or advisable for the Closing or for the operation and use of the Purchased Assets by ▇▇▇▇▇▇ after the Closing, as ▇▇▇▇▇▇ shall reasonably request.

Additional Conditions Precedent to the Obligations of Primero

Representations and Warranties. (i) The representations and warranties of ▇▇▇▇▇▇ set forth in this Agreement that are qualified by materiality or ▇▇▇▇▇▇ Material Adverse Effect qualifications shall be true and correct in all respects and all other representations and warranties of ▇▇▇▇▇▇ set forth in this Agreement shall be true and correct in all material respects, in each case as of the Closing 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 accordingly true and correct as of such earlier date; and (ii) ▇▇▇▇▇▇ shall have delivered a certificate confirming paragraph (i) above to Primero, executed by a senior officer of ▇▇▇▇▇▇ (without personal liability), addressed to Primero and dated the Closing Date;

Performance of Covenants. (i) ▇▇▇▇▇▇ shall have fulfilled or complied in all respects with each of the covenants and obligations of ▇▇▇▇▇▇ contained in this Agreement to be fulfilled or complied with by ▇▇▇▇▇▇ on or prior to the Closing Date; and (ii) ▇▇▇▇▇▇ shall have delivered a certificate confirming paragraph (i) above to Primero, executed by a senior officer of ▇▇▇▇▇▇ (without personal liability), addressed to Primero and dated the Closing Date;

No Legal Action. There is no action or proceeding pending to prohibit or restrict the Transaction or the Closing;

Deliveries. ▇▇▇▇▇▇ shall deliver or cause to be delivered to Primero the following in form and substance satisfactory to Primero, acting reasonably:

the certificates referred to in Section 6.3(a) and Section 6.3(b);

certified copies of (i) the articles and by-laws of ▇▇▇▇▇▇; and (ii) the resolutions of the ▇▇▇▇▇▇ Board approving the entering into of this Agreement and the Transaction;

a certificate of status, compliance, good standing or like certificate with respect to ▇▇▇▇▇▇ issued by appropriate government officials of its jurisdiction of incorporation or formation;

a wire transfer representing payment of the Purchase Price in accordance with Section 2.2, sent in accordance with the direction delivered by Primero to ▇▇▇▇▇▇ under Section 6.2(g)(iv);

a ▇▇▇▇ of sale, assignment and assumption, substantially in the form of Exhibit B, executed by ▇▇▇▇▇▇;

the Transition Services Agreement, executed by ▇▇▇▇▇▇;

an opinion dated the Closing Date from legal counsel for ▇▇▇▇▇▇, in respect of the due authorization, execution, delivery and enforceability of this Agreement, in a form customarily provided in a transaction of this nature;

subject to Section 4.7, evidence satisfactory to Primero, acting reasonably, that the Primero Financial Assurance has been replaced or will be replaced with the ▇▇▇▇▇▇ Financial Assurance on or after Closing;

agreement by ▇▇▇▇▇▇ in writing with Newmont Canada Corporation to observe and be bound by the terms of the royalty in respect of the 2.5% NSR royalty pursuant to a royalty agreement dated March 25, 2009 between Apollo Gold Corporation, as grantor, and Newmont Canada Corporation, as royalty holder, relating to certain parcels comprising the Properties, accepted by Newmont Canada Corporation; and

copies or originals of such other documents, instruments, agreements or certificates necessary or advisable to consummate the Transaction, as Primero shall reasonably request.

Termination

This Agreement may be terminated prior to the Closing Date:

by the mutual written agreement of the Parties;

by either Primero or ▇▇▇▇▇▇ if:

the closing of the Transaction does not occur on or prior to the end of the day on the Outside Date; provided that a Party may not terminate this Agreement pursuant to this Section 7.1(a)(ii)(A) if the failure of the closing of the Transaction to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or obligations under this Agreement; or

after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the Closing illegal or otherwise permanently prohibits or enjoins Primero or ▇▇▇▇▇▇ from completing the Closing, and such Law has, if applicable, become final and non- appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 7.1(a)(ii)(B) has used its commercially reasonable efforts to appeal such Law (provided such Law is an order, injunction, judgment, decree or ruling) or otherwise have it lifted or rendered non-applicable in respect of the Transaction;

by Primero if a breach of any representation or warranty or failure to perform any covenant on the part of ▇▇▇▇▇▇ under this Agreement occurs that would cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied in any material respect, and such breach or failure is incapable of being cured or is not cured by the Outside Date, provided that any Wilful Breach shall be deemed to be incurable; or

by ▇▇▇▇▇▇:

if a breach of any representation or warranty or failure to perform any covenant on the part of Primero under this Agreement occurs that would cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied in any material respect, and such breach or failure is incapable of being cured or is not cured by the Outside Date; provided that any Wilful Breach shall be deemed to be incurable; or

after the date of this Agreement and prior to the Closing, there has occurred a Primero Material Adverse Effect.

The Party desiring to terminate this Agreement pursuant to Section 7.1(a) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

Effect of Termination

Date, Time and Place of Closing

Survival

Indemnification By Primero

any inaccuracy in or breach of: (i) any of the representations or warranties of Primero contained in this Agreement or in any Transaction Document delivered by or on behalf of Primero pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (ii) any certificate or instrument delivered by or on behalf of Primero pursuant to this Agreement;

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Primero pursuant to this Agreement;

any Excluded Asset or any Excluded Liability; or

any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Primero or any of its affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification By ▇▇▇▇▇▇

any inaccuracy in or breach of: (i) any of the representations or warranties of ▇▇▇▇▇▇ contained in this Agreement or in any Transaction Document delivered by or on behalf of ▇▇▇▇▇▇ pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (ii) any certificate or instrument delivered by or on behalf of ▇▇▇▇▇▇ pursuant to this Agreement;

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by ▇▇▇▇▇▇ pursuant to this Agreement; or

any Purchased Asset or any Assumed Liability.

Certain Limitations

Primero shall not be liable to the ▇▇▇▇▇▇ Indemnitees for indemnification under Section 9.2 until the aggregate amount of all Losses in respect of indemnification under Section 9.2 exceeds $350,000 (the "Basket"), in which event Primero shall be required to pay or be liable for all such Losses from the first dollar.

Primero shall not be liable to the ▇▇▇▇▇▇ Indemnitees for indemnification under Section 9.2 in an aggregate amount in excess of: (i) in respect of indemnification relating to an inaccuracy or breach by Primero of a Fundamental Representation, the Purchase Price; (ii) in respect of indemnification relating to an inaccuracy or breach by Primero of any other representation or warranty, 25% of the Purchase Price; and (iii) in respect of indemnification pursuant to Section 9.2(b), Section 9.2(c) or Section 9.2(d), the Purchase Price.

▇▇▇▇▇▇ shall not be liable to the Primero Indemnitees for indemnification under Section 9.3 until the aggregate amount of all Losses in respect of indemnification under Section 9.3 exceeds the Basket, in which event ▇▇▇▇▇▇ shall be required to pay or be liable for all such Losses from the first dollar.

▇▇▇▇▇▇ shall not be liable to the Primero Indemnitees for indemnification under Section 9.3 in an aggregate amount in excess of: (i) in respect of indemnification relating to an inaccuracy or breach by ▇▇▇▇▇▇ of a Fundamental Representation, the Purchase Price; (ii) in respect of indemnification relating to an inaccuracy or breach by ▇▇▇▇▇▇ of any other representation or warranty, 25% of the Purchase Price; and (iii) in respect of indemnification pursuant to Section 9.3(b) or Section 9.3(c), the Purchase Price.

Neither Primero nor ▇▇▇▇▇▇ has any liability or obligation with respect to any single claim for indemnification or otherwise with respect to the matters described in Section 9.2 or Section 9.3 unless the actual amount of the Losses suffered with respect to such claim is greater than $10,000. The amount of Losses with respect to any claim that is $10,000 or less shall be taken into account in determining whether or not the actual total amount of all Losses suffered exceeds the Basket.

Notwithstanding the foregoing, the limitations set forth in Section 9.4(a), Section 9.4(b), Section 9.4(c) and Section 9.4(d) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representations or in respect of fraud, criminal activity or willful misconduct.

Indemnification Procedures

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an affiliate of a Party or a Representative of the foregoing (a "Third Party Claim") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof (including any statement of claim or demand notice) and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of, any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own legal counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that the Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that: (i) is asserted directly by or on behalf of a Person that is a supplier or customer relating to the Purchased Assets (if the Indemnifying Party is Primero); or (ii) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 9.5(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with legal counsel selected by it, subject to the Indemnifying Party's right to control the defense thereof. The fees and disbursements of such legal counsel shall be at the expense of the Indemnified Party; provided that, if in the reasonable opinion of legal counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of legal counsel to the Indemnified Party in each jurisdiction in which the Indemnified Party determines legal counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 9.5(b), pay, compromise (acting reasonably) or defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Primero and ▇▇▇▇▇▇ shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and making available, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, such then existing management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 9.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may assume carriage of such matter, and continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense of the Third Party Claim pursuant to Section 9.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Direct Claims. Any Action by an Indemnified Party on account of Losses that do not result from a Third Party Claim (a "Direct Claim") shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, but in any event not later than ten (10) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof (including any statement of claim or demand notice) and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its legal counsel to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or its legal counsel may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such Direct Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Payments

Tax Treatment of Indemnification Payments

One Recovery

Duty to Mitigate

Effect of Investigation

Exclusive Remedies

Trusts

Amendments

Expenses

Injunctive Relief and Remedies

Privacy Matters

The Disclosing Party acknowledges and confirms that the disclosure of Transaction Personal Information is necessary for the purposes of determining if the Parties will proceed with the Transaction, and that the disclosure of Transaction Personal Information relates solely to the carrying on of the business and the review of the Purchased Assets and the Closing.

The Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of all documented purposes for which the Transaction Personal Information was initially collected from or in respect of the individual to which such Transaction Personal Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Law, obtained the consent of such individual to such use or disclosure.

Prior to the Closing, the Recipient covenants and agrees to:

collect, use and disclose the Transaction Personal Information solely for the purpose of reviewing and completing the Transaction, including for the purpose of determining whether to complete the Transaction; and

not disclose the Transaction Personal Information to any person other than its Representatives who are evaluating and advising in relation to the Transaction; and

to protect and safeguard the Transaction Personal Information as required by Law.

After the Closing, the Recipient and the Disclosing Party each covenants and agrees to:

use and disclose the Transaction Personal Information only for those purposes for which the Transaction Personal Information was initially collected from or in respect of the individual to which such Transaction Personal Information relates or for the Closing, unless (A) the Disclosing Party or the Recipient have first notified such individual of such additional purpose, and where required by Law, obtained the consent of such individual to such additional purpose, or (B) such use or disclosure is permitted or authorized by Law, without notice to, or consent from, such individual;

to protect and safeguard the Transaction Personal Information as required by Law; and

give effect to any withdrawal of consent made by an individual to whom the Transaction Personal Information relates.

Where required by Law, the Disclosing Party agrees to promptly notify the individuals to whom the Transaction Personal Information relates that the Transaction has taken place and that the Transaction Personal Information has been disclosed to the Recipient.

If this Agreement is terminated prior to the Closing, the Recipient shall, at the Disclosing Party's election: (i) promptly deliver to the Disclosing Party all Transaction Personal Information in its possession or in the possession of any of its Representatives, including all copies, reproductions, summaries or extracts thereof; or (ii) promptly destroy all such Transaction Personal Information.

In this Agreement, "Transaction Personal Information" means personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual as a representative of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its Representatives (a "Recipient") by or on behalf of another Party (a "Disclosing Party") as a result of or in conjunction with the Transaction, and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement.

Further Assurances

Notices

Time of the Essence

Third Party Beneficiaries

Brokerage and Finder's Fees

Waiver

Entire Agreement

Successors and Assigns

This Agreement becomes effective only when executed by Primero and ▇▇▇▇▇▇. After that time, it will be binding upon and enure to the benefit of Primero and ▇▇▇▇▇▇ and their respective successors and permitted assigns.

Subject to Section 10.12(c), neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party.

Notwithstanding Section 10.12(b), ▇▇▇▇▇▇ may assign all or any part of its rights and obligations under this Agreement to a wholly-owned direct or indirect subsidiary of ▇▇▇▇▇▇ without the consent of Primero, provided that ▇▇▇▇▇▇ shall provide Primero with no less than five (5) Business Days' prior written notice of such assignment.

Severability

Governing Law

This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Rules of Construction

Counterparts

Name

Title:

Custom Milling Agreement dated November 17, 2016 between Primero and Sage Gold Inc.

Purchase Agreement dated November 9, 2010 between Brigus Gold Corp. and Sandstorm Resources Ltd.

Crushing Agreement dated October 4, 2013 between 1685300 Ontario Inc. O/A LPL Contracting with Wahgoshig Limited Partnership; term expired on March 21, 2017. A new Crushing Agreement dated April 1, 2017 remains pending signatures. Services continue in the interim.

Highway Ore Haul Transportation Agreement dated March 22, 2016 between Primero and 1685300 Ontario Inc. O/A LPL Contracting with Wahgoshig Limited Partnership.

Impact and Benefit Agreement dated June 3, 2011 between Wahgoshig First Nation and Brigus Gold Corp.

Lease agreement dated May 20, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. dba Sandvik Customer Finance Canada and Primero.

Lease agreement dated December 10, 2015 between Sandvik Canada, Inc. dba Sandvik Customer Finance Canada and Primero.

Refining Agreement No. BC-2015/09/18 dated December 31, 2015 between Asahi Refining Canada Ltd. And Primero Mining Corp.

Supply of Goods and Services Agreement, dated May 7, 2015 between Fountain Tire (Timmins) Ltd., and Primero Mining Corp., and Wahgoshig First Nation.

Product Supply Agreement, dated February 1, 2015 between Suncor Energy Products Partnership and Primero Mining Corp.

Fuel Supply and Equipment Agreement, dated July 14, 2014, between Superior Propane, a division of Superior Plus LP and Primero Gold Canada Inc.

Loaned Equipment Contract, dated February 15, 2015, between Petro-Canada Lubricants Inc., and Primero Mining Corp.

Sales Contract, dated February 1, 2015, between Petro-Canada Lubricants Inc., and Primero Mining Corp.

Outstanding Purchase Orders and Ordinary Course Terms and Conditions.

Assets previously sold by Primero which remain at the Acquired Properties including:

Personal Property owned by suppliers or contractors and located at the Acquired Properties including:

Norex Drilling: UG drills and vehicles (6 core rigs: 3 Atlas Copco, 2 ▇▇▇▇▇▇, 1 ▇▇▇▇▇▇▇▇; 2 Toyota Landcruisers, 2 Mine Cat tractors, 1 Mine Cat man carrier, 1 Lift King fork lift)

LPL: crusher and its components, loaders, vehicles, tools, trailers, stacker, excavator, skid steer and boom

Custom Concrete: batch plant, trucks, tools and trailers

Primero Licensed Software

Personal property of Employees, including those who may be tenants or periodically occupy buildings on the Acquired Properties