Common use of U.S. Securities Law Exemption Clause in Contracts

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties each agree that the Plan of Arrangement will be carried out with the intention that (i) all Pan American Shares and CVRs to be issued to Tahoe Shareholders in exchange for their Tahoe Shares pursuant to the Plan of Arrangement, as applicable, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Plan of Arrangement will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of the Effective Date, Pan American will register the CVRs under Section 12(g) of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders entitled to received Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Pan American Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all: (ia) all Pan American Consideration Shares and CVRs to be issued to Tahoe Company Shareholders in exchange for their Tahoe Shares pursuant to the Plan of Arrangement, as applicable, United States under the Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; and (iib) all Replacement Options to be issued to Tahoe Company Optionholders in the United States in exchange for their Tahoe Company Options outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement Arrangement, in each case, will be issued and exchanged in reliance upon on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” as defined in Rule 144 thereunder; applicable state securities laws, and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under terms, conditions and procedures set forth in the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legendArrangement Agreement. Pan American covenants that as of the Effective Date, Pan American will register the CVRs under Section 12(g) of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Company Optionholders entitled to received receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American the Purchaser in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises exercise of such Replacement Options; therefore, the underlying Pan American Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. United States in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.. SCHEDULE B ARRANGEMENT RESOLUTION

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Goldcorp and Newmont each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all (i) all Pan American Consideration Shares issued under the Arrangement will be issued by Newmont in exchange for Goldcorp Shares and CVRs (ii) Replacement RSUs to be issued to Tahoe Shareholders holders of Goldcorp RSUs in exchange for their Tahoe Shares Goldcorp RSUs outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, as applicablewhether in the United States, will be Canada or any other country, are issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act Act, as amended, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to . To the Plan of Arrangement will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act extent necessary, Newmont shall, on or as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” promptly as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of practicable following the Effective Date, Pan American will file one or more registration statements on Form S-8 with the SEC to register the CVRs issuance of Newmont Shares upon exercises of (i) the Replacement RSUs and (ii) the Goldcorp Options outstanding at the Effective Time (whether vested or unvested). Newmont shall use its commercially reasonable efforts ensure that the Consideration Shares shall, at the Effective Time, either be registered or qualified under Section 12(g) all applicable U.S. state securities laws, or exempt from such registration and qualification requirements. Holders of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders Goldcorp RSUs entitled to received receive Replacement Options RSUs will be advised that the Replacement Options RSUs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American Newmont in reliance on the exemption from registration under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Actthereof, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Optionssecurities; therefore, the underlying Pan American Newmont Shares issuable upon the exercise of the Replacement OptionsRSUs, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under provided by Section 3(a)(10) of the U.S. Securities Act and the Replacement Options RSUs may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. Holders of Goldcorp Options will be advised that Newmont Shares cannot be issued in the U.S. or to a person in the U.S. upon the exercises of the Goldcorp Options unless such shares are issued pursuant to an effective registration statement or a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. Newmont has agreed to apply for and use its reasonable best efforts to obtain approval of the listing for trading on the NYSE by the Effective Time of the Consideration Shares and the Newmont Shares issuable pursuant to the Arrangement upon exercise of (i) the Replacement RSUs and (ii) the Goldcorp Options, subject to official notice of issuance.

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Goldcorp and Newmont each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all (i) all Pan American Consideration Shares issued under the Arrangement will be issued by Newmont in exchange for Goldcorp Shares and CVRs (ii) Replacement RSUs to be issued to Tahoe Shareholders holders of Goldcorp RSUs in exchange for their Tahoe Shares Goldcorp RSUs outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, as applicablewhether in the United States, will be issued and exchanged Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act Act, as amended, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to . To the Plan of Arrangement will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act extent necessary, Newmont shall, on or as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” promptly as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of practicable following the Effective Date, Pan American will file a registration statement on Form S-8 with the SEC to register the CVRs under Section 12(g) issuance of Newmont Shares upon exercises of the Replacement RSUs. Newmont shall use its commercially reasonable efforts ensure that the Consideration Shares shall, at the Effective Time, either be registered or qualified under all applicable U.S. Exchange Actstate securities laws, Pan American or exempt from such registration and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number qualification requirements. Holders of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders Goldcorp RSUs entitled to received receive Replacement Options RSUs will be advised that the Replacement Options RSUs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American Newmont in reliance on the exemption from registration under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Actthereof, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Optionssecurities; therefore, the underlying Pan American Newmont Shares issuable upon the exercise of the Replacement OptionsRSUs, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under provided by Section 3(a)(10) of the U.S. Securities Act and the Replacement Options RSUs may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.. EXHIBIT 1 Remaining Life: The period from the Effective Date until the expiry date of the Goldcorp Option Annualized Volatility: Calculated on the Effective Date in accordance with International Financial Reporting Standards and consistent with Goldcorp’s past practice for the period of time prior to the Effective date that is equal to the Remaining Life. Annualized Rate of Quarterly Dividends: To be based on current quarterly dividend on Goldcorp Shares of $0.02 per share Risk Free Rate: To be calculated as of the Effective Date for the Remaining Life. SCHEDULE B FORM OF ARRANGEMENT RESOLUTION BE IT RESOLVED THAT:

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all: (ia) all Pan American Consideration Shares and CVRs to be issued to Tahoe Shareholders in exchange for their Tahoe Shares pursuant to under the Plan of Arrangement, as applicable, Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; and (iib) all Replacement Options to be issued to Tahoe Optionholders holders of Company Options in exchange for their Tahoe Company Options outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement Arrangement, whether in the United States, Canada or any other country, will be issued and exchanged in reliance upon on the exemption from the registration requirements of the U.S. Securities Act Act, as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” as defined in Rule 144 thereunder; applicable state securities laws, and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under terms, conditions and procedures set forth in the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legendArrangement Agreement. Pan American covenants that as of the Effective Date, Pan American will register the CVRs under Section 12(g) of the U.S. Exchange Act, Pan American and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Company Optionholders entitled to received receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American Purchaser in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Pan American Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.. SCHEDULE B ARRANGEMENT RESOLUTION BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

U.S. Securities Law Exemption. 8.1 Notwithstanding any provision herein to the contrary, the parties Goldcorp and Newmont each agree that the Plan of Arrangement will be carried out with the intention that that, and they will use their commercially reasonable best efforts to ensure that, all (i) all Pan American Consideration Shares issued under the Arrangement will be issued by Newmont in exchange for Goldcorp Shares and CVRs (ii) Replacement RSUs to be issued to Tahoe Shareholders holders of Goldcorp RSUs in exchange for their Tahoe Shares Goldcorp RSUs outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, as applicablewhether in the United States, will be issued and exchanged Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act Act, as amended, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; (ii) all Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to . To the Plan of Arrangement will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act extent necessary, Newmont shall, on or as provided by Section 3(a)(10) thereof; (iii) the Pan American Shares continue to be registered pursuant to Section 12(b) of the U.S. Exchange Act; (iv) the CVRs are being issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and will not be “restricted securities” promptly as defined in Rule 144 thereunder; and (v) the Pan American Shares issuable upon conversion of the CVRs will, if issued, be issued pursuant to the exemption from registration under the U.S. Securities Act provided by Section 3(a)(9) thereof, will not be “restricted securities” as defined in Rule 144 thereunder and shall not bear a U.S. restrictive legend. Pan American covenants that as of practicable following the Effective Date, Pan American will file a registration statement on Form S-8 with the SEC to register the CVRs under Section 12(g) issuance of Newmont Shares upon exercises of the Replacement RSUs. Newmont shall use its commercially reasonable efforts ensure that the Consideration Shares shall, at the Effective Time, either be registered or qualified under all applicable U.S. Exchange Actstate securities laws, Pan American or exempt from such registration and will comply with all reporting and other obligations relating to the Rights as required under the U.S. Exchange Act; provided, however, that no such filing or registration shall be required if it shall be determined that there are not the requisite number qualification requirements. Holders of holders of CVRs to require registration under Section 12(g) of the U.S. Exchange Act. Tahoe Optionholders Goldcorp RSUs entitled to received receive Replacement Options RSUs will be advised that the Replacement Options RSUs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American Newmont in reliance on the exemption from registration under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Actthereof, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Optionssecurities; therefore, the underlying Pan American Newmont Shares issuable upon the exercise of the Replacement OptionsRSUs, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under provided by Section 3(a)(10) of the U.S. Securities Act and the Replacement Options RSUs may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.