Rio Alto Mining LTD Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT MADE AS OF AUGUST 26, 2010 BETWEEN RIO ALTO MINING LIMITED AND OLYMPIA TRUST COMPANY AS RIGHTS AGENT
Shareholder Rights Plan Agreement • December 19th, 2012 • Rio Alto Mining LTD • Alberta

RIO ALTO MINING LIMITED, a corporation incorporated under the Business Corporations Act (Alberta) (hereinafter referred to as the "Corporation")

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ARRANGEMENT AGREEMENT TAHOE RESOURCES INC. - and – 1860927 ALBERTA LTD. - and- RIO ALTO MINING LIMITED
Arrangement Agreement • February 19th, 2015 • Rio Alto Mining LTD • Gold and silver ores • British Columbia

WHEREAS Tahoe proposes to acquire all of the outstanding securities of Rio Alto pursuant to the Arrangement, as provided in this Agreement;

AMENDED AND RESTATED CONTRACT FOR SALE & PURCHASE OF GOLD BETWEEN LA ARENA S.A. AND EXP T1 LTD. AND RIO ALTO MINING LIMITED AND MEXICAN SILVER MINES (GUERNSEY) LIMITED
Rio Alto Mining LTD • December 19th, 2012 • British Columbia

THIS AMENDED AND RESTATED CONTRACT FOR SALE & PURCHASE OF GOLD is made as at May 30, 2012 to have effect as of and from the 15th day of April, 2011 (the “Agreement Date”),

SECOND AMENDMENT TO ARRANGEMENT AGREEMENT Dated as of July 29, 2014
Arrangement Agreement • July 30th, 2014 • Rio Alto Mining LTD • Gold and silver ores • Ontario

This second amending agreement (the “Second Amending Agreement”) is dated as of July 29, 2014, between Rio Alto Mining Limited (“Rio Alto”), Sulliden Gold Corporation Ltd. (“Sulliden”) and Sulliden Mining Capital Inc. (formerly 2422222 Ontario Inc.) (“SpinCo”).

ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT
Assignment, Assumption and Novation Agreement • December 19th, 2012 • Rio Alto Mining LTD • Alberta

COMPUTERSHARE INVESTOR SERVICES INC., a trust company with an office in the City of Vancouver, in the Province of British Columbia

AMENDED AND RESTATED GOLD PREPAYMENT AGREEMENT
Gold Prepayment Agreement • December 19th, 2012 • Rio Alto Mining LTD • British Columbia

THIS AMENDED AND RESTATED GOLD PREPAYMENT AGREEMENT (the “Agreement”), made as at May 30, 2012 to have effect as of and from October 14, 2010, is an amendment and restatement of an agreement dated as of October 14, 2010, as amended and restated on October 20, 2011, and made among Rio Alto Mining Limited, a corporation incorporated pursuant to the laws of Alberta, Canada (“Rio Alto”), La Arena S.A., a corporation incorporated pursuant to the laws of Peru (“Projectco”), Mexican Silver Mines (Guernsey) Limited (“Guernseyco”), a corporation incorporated pursuant to the laws of Guernsey, Rio Alto S.A.C. (“Subco”), a corporation incorporated pursuant to the laws of Peru and [Redacted: subsidiary of Red Kite Explorer Trust and jurisdiction of organization] (“ABC”).

ARRANGEMENT AGREEMENT June 13, 2014
Arrangement Agreement • June 20th, 2014 • Rio Alto Mining LTD • Gold and silver ores • Ontario

This letter constitutes the “Rio Alto Disclosure Letter” (the “Rio Alto Disclosure Letter”) as referred to in the Arrangement Agreement. This Rio Alto Disclosure Letter sets forth, in writing, certain additional disclosures, exceptions and exclusions contemplated or permitted by the Arrangement Agreement. Any capitalized terms used herein but not defined in this Rio Alto Disclosure Letter shall have the respective meanings attributed to such terms in the Arrangement Agreement.

AMENDMENT TO ARRANGEMENT AGREEMENT Dated as of June 26, 2014
Arrangement Agreement • July 7th, 2014 • Rio Alto Mining LTD • Gold and silver ores • Ontario

This amending agreement (the “Amending Agreement”) is dated as of June 26, 2014, between Rio Alto Mining Limited (“Rio Alto”), Sulliden Gold Corporation Ltd. (“Sulliden”) and 2422222 Ontario Inc. (“SpinCo”).

AUTHORIZING AND AMENDMENT AGREEMENT
Authorizing and Amendment Agreement • December 19th, 2012 • Rio Alto Mining LTD • Ontario
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