PAN AMERICAN SILVER CORP. AND TAHOE RESOURCES INC. AND 0799714 B.C. LTD. ARRANGEMENT AGREEMENT DATED NOVEMBER 14, 2018

Exhibit 99.2

EXECUTION VERSION

PAN AMERICAN SILVER CORP.

AND

TAHOE RESOURCES INC.

AND

0799714 B.C. LTD.

ARRANGEMENT AGREEMENT

DATED NOVEMBER 14, 2018


ARTICLE 1 INTERPRETATION			2

	1.1	Definitions	2
	1.2	Interpretation Not Affected by Headings	18
	1.3	Number and Gender	19
	1.4	Date for Any Action	19
	1.5	Statutory References	19
	1.6	Currency	19
	1.7	Accounting Matters	19
	1.8	Knowledge	19
	1.9	Disclosure Letters	19
	1.10	Schedules	20

ARTICLE 2 THE ARRANGEMENT			20

	2.1	Arrangement	20
	2.2	Interim Order	20
	2.3	U.S. Securities Law Matters	21
	2.4	Tahoe Meeting	23
	2.5	Pan American Meeting	24
	2.6	Tahoe Circular	25
	2.7	Pan American Circular	27
	2.8	Final Order	28
	2.9	Court Proceedings	29
	2.10	Effect of the Arrangement and Effective Date	29
	2.11	Payment of Consideration	30
	2.12	Preparation of Key Regulatory Approval Filings	30
	2.13	Preparation of Canadian Competition Approval Filings	30
	2.14	Announcement and Shareholder Communications	30
	2.15	Withholding Taxes	31
	2.16	U.S. Tax Matters	31

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF TAHOE			31

	3.1	Representations and Warranties	31
	3.2	Survival of Representations and Warranties	53

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PAN AMERICAN			53

	4.1	Representations and Warranties	53
	4.2	Survival of Representations and Warranties	70

ARTICLE 5 COVENANTS			71

	5.1	Covenants of Tahoe Regarding the Conduct of Business	71
	5.2	Additional Covenants of Tahoe	76
	5.3	Covenants of Tahoe Relating to the Arrangement	78
	5.4	Covenants of Pan American Regarding the Conduct of Business	79
	5.5	Covenants of Pan American Relating to the Arrangement	81
	5.6	Mutual Covenants	83
	5.7	Contemplated Reorganization Transaction	84
	5.8	Employment Agreements, Severance and Resignations	86
	5.9	Tax Rollover	86



ARTICLE 6 CONDITIONS			86

	6.1	Mutual Conditions Precedent	86
	6.2	Additional Conditions Precedent to the Obligations of Pan American	87
	6.3	Additional Conditions Precedent to the Obligations of Tahoe	88
	6.4	Satisfaction of Conditions	90

ARTICLE 7 ADDITIONAL AGREEMENTS			90

	7.1	Notice and Cure Provisions	90
	7.2	Tahoe Non-Solicitation	90
	7.3	Right to Match	94
	7.4	Expenses and Termination Fees	95
	7.5	Access to Information; Confidentiality	98
	7.6	Insurance and Indemnification	98
	7.7	Pan American Non-Solicitation	99

ARTICLE 8 TERM, TERMINATION, AMENDMENT AND WAIVER			102

	8.1	Term	102
	8.2	Termination	102
	8.3	Amendment	105
	8.4	Waiver	106

ARTICLE 9 GENERAL PROVISIONS			106

	9.1	Privacy	106
	9.2	Notices	107
	9.3	Governing Law	108
	9.4	Injunctive Relief	108
	9.5	Time of Essence	108
	9.6	Entire Agreement, Binding Effect and Assignment	108
	9.7	Severability	108
	9.8	Further Assurances	109
	9.9	No Third Party Beneficiaries	109
	9.10	Mutual Interest	109
	9.11	Counterparts, Execution	109

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SCHEDULE A – TO THE ARRANGEMENT AGREEMENT PLAN OF ARRANGEMENT		A-1

SCHEDULE B – TO THE ARRANGEMENT AGREEMENT TAHOE RESOLUTION		B-1

SCHEDULE C – TO THE ARRANGEMENT AGREEMENT PAN AMERICAN RESOLUTION		C-1

SCHEDULE D – TO THE ARRANGEMENT AGREEMENT KEY REGULATORY APPROVALS		D-1

SCHEDULE E – TO THE ARRANGEMENT AGREEMENT TAHOE LOCKED-UP SHAREHOLDERS		E-1

SCHEDULE F – TO THE ARRANGEMENT AGREEMENT PAN AMERICAN LOCKED-UP SHAREHOLDERS		F-1

SCHEDULE G – TO THE ARRANGEMENT AGREEMENT RIGHTS INDENTURE		G-1

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ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated November 14, 2018,

A M O N G :

PAN AMERICAN SILVER CORP., a company existing pursuant to the laws of the Province of British Columbia (“Pan American”)

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TAHOE RESOURCES INC., a company existing pursuant to the laws of the Province of British Columbia (“Tahoe”)

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0799714 B.C. LTD., a company existing pursuant to the laws of the Province of British Columbia and a wholly owned subsidiary of Pan American (“Subco”)

WHEREAS Pan American and Tahoe wish to enter into a transaction providing for the acquisition by Pan American of all of the Tahoe Shares;

AND WHEREAS Pan American and Tahoe intend to carry out the transactions contemplated by this Agreement by way of a plan of arrangement under the provisions of the BCBCA;

AND WHEREAS immediately prior, and as a condition precedent in favour of Pan American, to the execution and delivery of this Agreement, Pan American has entered into the Tahoe Voting Agreements with all of the directors and senior officers of Tahoe;

AND WHEREAS immediately prior, and as a condition precedent in favour of Tahoe, to the execution and delivery of this Agreement, Tahoe has entered into the Pan American Voting Agreements with all of the directors and senior officers of Pan American;

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1

Definitions

In this Agreement, unless the context otherwise requires:

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal, expression of interest or inquiry, or public announcement of an intention (orally or in writing) from any person (other than Pan American or any of its affiliates) after the date of this Agreement (including, for greater certainty, amendments or variations after the date of this Agreement to any offer, proposal, expression of interest or inquiry that was made before the date of this Agreement), relating to:

(a)

any joint venture, earn-in right, royalty grant, lease, license, acquisition, sale or transfer, direct or indirect, in a single transaction or a series of related transactions, of:

(i)

the assets of Tahoe or any of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Tahoe and its subsidiaries, taken as a whole, or contribute 20% or more of the consolidated revenue of Tahoe; or

(ii)

20% or more of the issued and outstanding voting or equity securities (and/or securities convertible into, or exchangeable or exercisable for voting or equity securities) of Tahoe or any of its subsidiaries; or

(b)

any take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such person beneficially owning, directly or indirectly, 20% or more of any class of the issued and outstanding voting or equity securities (and/or securities convertible into, or exchangeable or exercisable for voting or equity securities) of Tahoe or any of its subsidiaries;

(c)

a plan of arrangement, merger, amalgamation, consolidation, share exchange, share issuance, business combination, reorganization, recapitalization, liquidation, dissolution, share reclassification or other similar transaction involving Tahoe or any of its subsidiaries; or

(d)

any other transaction, the consummation of which could reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Arrangement or which could reasonably be expected to materially reduce the benefits to Pan American under this Agreement or the Arrangement;

“Advance Ruling Certificate” means an advance ruling certificate issued by the Commissioner pursuant to section 102 of the Competition Act with respect to the transactions contemplated by this Agreement;

“affiliate” means an “affiliated entity” within the meaning of MI 61-101;

“Agreement” means this Arrangement Agreement, including (unless the context requires otherwise) the Schedules hereto, together with the Pan American Disclosure Letter and the Tahoe Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

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“Alternative Transaction” means, other than the transactions contemplated by this Agreement, any written offer, proposal, expression of interest or inquiry from any person (other than Tahoe or any of its affiliates) after the date of this Agreement (including, for greater certainty, amendments or variations after the date of this Agreement to any offer, proposal, expression of interest or inquiry that was made before the date of this Agreement), relating to any transaction between Pan American and a party with whom Pan American deals at arm’s length, the consummation of which could reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Arrangement, or which could reasonably be expected to materially reduce the benefits to Tahoe under this Agreement or the Arrangement;

“Arrangement” means the arrangement proposed pursuant to Division 5 of Part 9 of the BCBCA with respect to, inter alia, Tahoe, Tahoe Securityholders, and Pan American on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.3 or the Plan of Arrangement or made at the direction of the Court in the Interim Order or Final Order with the consent of Pan American and Tahoe, each acting reasonably;

“BCBCA” means the Business Corporations Act (British Columbia);

“BCSC” means the British Columbia Securities Commission;

“Xxxx Creek Project” means Tahoe’s underground gold mine and processing facility located in Xxxxx Township, Porcupine Mining Division, approximately 00 xxxxxxxxxx xxxxxxxxx xx Xxxxxxx, Xxxxxxx;

“Business Day” means any day, other than a Saturday, a Sunday or any other day on which the principal chartered banks located in Vancouver, British Columbia or Xxxxxxx, Xxxxxxx, are not open for business during normal banking hours;

“Canadian Competition Approval” means either:

(a)

the issuance of an Advance Ruling Certificate; or

(b)

the applicable waiting period under section 123 of the Competition Act has expired, been terminated by the Commissioner or waived and a No Action Letter has been issued in accordance with subsection 123(2) of the Competition Act;

in each case on terms and conditions satisfactory to Pan American, acting reasonably;

“Code” means the U.S. Internal Revenue Code of 1986 as the same has been and hereinafter from time to time may be amended, including all rules and regulations promulgated thereunder;

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“Commissioner” means the Commissioner of Competition appointed under the Competition Act and includes any person duly authorized to exercise the powers and perform the duties on behalf of the Commissioner of Competition;

“Competition Act” means the Competition Act (Canada), and includes the regulations made thereunder;

“Confidentiality Agreement” means the confidentiality agreement between the Parties dated May 25, 2018, as amended from time to time;

“Consideration” means the consideration payable pursuant to the Plan of Arrangement to a person who is a Tahoe Securityholder other than Pan American;

“Contemplated Reorganization Transaction” has the meaning ascribed thereto in Section 5.7(a)(i);

“Contract” means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding or other right or obligation to which Tahoe or Pan American, respectively, or any of their respective subsidiaries is a party or by which Tahoe or Pan American, respectively, or any of their respective subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

“Corruption Acts” has the meaning ascribed thereto in Section 3.1(rr);

“Court” means the Supreme Court of British Columbia;

“Cultural Heritage Laws” means all applicable Laws relating to the protection, reconnaissance and preservation of archaeological, historical or cultural evidences, remains, sites, features or artifacts;

“CVR” means a contingent value right of Pan American, each entitling the holder thereof to 0.0497 of a Pan American Share on the terms and conditions governed by the Rights Indenture and issued to Tahoe Shareholders in accordance with the terms of the Plan of Arrangement;

“Data Room Information” means all information, books, maps, records, reports, files, data, models, papers or other records or documents relating to Tahoe or Pan American and their respective subsidiaries or their respective businesses, contained in the internet-based data room made available to the other Party as in effect at 11:59 p.m. (Vancouver time) on November 13, 2018, which are the Pan American data room, hosted by Pan American at the weblink: [data room weblink redacted] and the Tahoe data room, hosted by Tahoe at the weblink: [data room weblink redacted];

“Depositary” means Computershare Investor Services Inc., in its capacity as depositary for the Arrangement;

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

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“Dissenting Shareholder” means a registered Tahoe Shareholder that validly exercises Dissent Rights in respect of all Tahoe Shares held;

“XXXXX” means the Electronic Data Gathering and Retrieval System of the SEC;

“Effective Date” means the date upon which the Arrangement becomes effective, as provided in the Plan of Arrangement;

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as Tahoe and Pan American may agree upon in writing;

“Eligible Holder” means a beneficial owner of Tahoe Shares immediately prior to the Effective Time (other than a Dissenting Shareholder) who is: (a) a resident of Canada for purposes of the Tax Act (other than a Tax Exempt Person), (b) a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a Tax Exempt Person), or (c) an Eligible Non-Resident;

“Eligible Non-Resident” means a beneficial owner of Tahoe Shares immediately prior to the Effective Time who is not, and is not deemed to be, a resident of Canada for the purposes of the Tax Act and whose Tahoe Shares are “taxable Canadian property” and not “treaty-protected property”, in each case as defined in the Tax Act;

“Environmental Laws” means all applicable federal, provincial, state, regional, municipal, local or other Laws, imposing liability or standards of conduct for or relating to the regulation of activities, materials, substances or wastes in connection with or for or to the protection of human health, safety, the environment or natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation);

“Environmental Liabilities” means, with respect to any person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, consequential damages, treble damages, costs and expenses, fines, penalties and sanctions incurred as a result of or related to any Hazardous Substance or any claim, suit, action, administrative order, investigation, proceeding or demand by any person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, relating to any environmental matter arising under or related to any Environmental Laws, Environmental Permits, or in connection with any Release or threatened Release or presence of a Hazardous Substance whether on, at, in, under, from or about or in the vicinity of any real or personal property;

“Environmental Permits” means all Permits under any Environmental Laws;

“Escobal Project” means Tahoe’s underground silver-gold-lead-zinc mine located in southeast Guatemala, approximately 00 xxxxxxxxxx xxxx-xxxxxxxxx xx Xxxxxxxxx City, in the Department of Santa Xxxx;

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“Final Order” means the order made after the application to the Court pursuant to subsection 291(4) of the BCBCA, in form and substance acceptable to Tahoe, Pan American and Subco, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement as such order may be amended, affirmed, modified, supplemented or varied by the Court (with the consent of Tahoe, Pan American and Subco, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such affirmation, amendment, modification, supplement or variation is acceptable to Tahoe, Pan American and Subco, each acting reasonably) on appeal;

“First Nations” means any first nations, indigenous or aboriginal persons, tribe or Indian band of Canada, including Métis communities;

“Governmental Entity” means (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board or authority of any of the foregoing, (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange, including the TSX, Nasdaq and NYSE, but excludes the Commissioner;

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material or contaminant regulated or defined pursuant to any Environmental Law;

“IFRS” means the accounting principles so prescribed, recommended or promulgated from time to time as the International Financial Reporting Standards, as issued by the International Accounting Standards Board or any successor thereto, as such principles may be amended, varied or replaced from time to time and as accepted and adopted by the applicable Party, which are applicable as at the date on which any calculation made hereunder is to be effective or as at the date of any financial statements referred to herein;

“including”, “includes” or similar expressions are not intended to be limiting and are deemed to be followed by the expression “without limitation”;

“Interim Order” means the order made after the application to the Court pursuant to subsection 291(2) of the BCBCA after being informed of the intention to rely upon the Section 3(a)(10) Exemption from registration under the U.S. Securities Act with respect to the Pan American Shares, the CVRs and the Replacement Options issued pursuant to the Arrangement, in form and substance acceptable to Tahoe and Pan American, each acting reasonably, providing for, among other things, the calling and holding of the Tahoe Meeting, as the same may be amended, affirmed, modified, supplemented or varied by the Court with the consent of Tahoe, Pan American and Subco, each acting reasonably;

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

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“Key Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, Permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities in those jurisdictions where either Party conducts material operations or into which either Party sell a material amount of silver, xxxx, xxxx, concentrate or other metal bearing ore, including those set out in Schedule D hereto, but which for greater certainty excludes the Canadian Competition Approval;

“La Arena Project” means Tahoe’s open pit, heap xxxxx gold mine located in northern Peru approximately 000 xxxxxxxxxx xxxxx-xxxxxxxxx xx Xxxx, xx xxx Xxxxxxxxxx xx Xx Xxxxxxxx;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity or self-regulatory authority (including, where applicable, the TSX, Nasdaq and the NYSE), and the term “applicable” with respect to such Laws and in a context that refers to one or more persons, means such Laws as are applicable to such person or its business, undertaking, assets, property or securities and emanate from a person having jurisdiction over the person or persons or its or their business, undertaking, assets, property or securities;

“Liens” means any hypothec, mortgage, pledge, assignment, lien, charge, security interest, adverse right or claim, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Mailing Deadline” means thirty (30) days after the date of this Agreement or such other date as may be agreed between the Parties;

“material fact” has the meaning ascribed thereto in the Securities Act;

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

“Minerals” means all ores, and ores and concentrates derived therefrom, of precious, base and industrial minerals, including diamonds, which may be lawfully explored for, mined and sold;

“Money Laundering Laws” has the meaning ascribed thereto in Section 3.1(ss);

“Nasdaq” means the Nasdaq Global Select Market;

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

“NI 54-101” means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer;

“No Action Letter” means written confirmation from the Commissioner that he does not, at that time, intend to make an application under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement;

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“NYSE” means the New York Stock Exchange;

“ordinary course of business”, “ordinary course of business consistent with past practice”, or any similar reference, means, with respect to an action taken by a person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person; provided that in any event such action is not unreasonable or unusual;

“Outside Date” means February 28, 2019, or such later date as may be agreed to in writing by the Parties;

“Pan American Authorized Capital Resolution” means the special resolution of Pan American Shareholders approving the increase of Pan American’s authorized share capital, in the form of Schedule C to this Agreement, by an affirmative vote of at least 66²⁄₃% of the votes cast by Pan American Shareholders present in person or represented by proxy at the Pan American Meeting, with each Pan American Share entitling the Pan American Shareholder to one vote;

“Pan American Board” means the board of directors of Pan American as the same is constituted from time to time;

“Pan American Board Recommendation” has the meaning ascribed thereto in Section 4.1(a);

“Pan American Change in Recommendation” has the meaning ascribed thereto in Section 8.2.1(d)(i);

“Pan American Circular” means the notice of the Pan American Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to Pan American Shareholders in connection with the Pan American Meeting, as amended, supplemented or otherwise modified from time to time;

“Pan American Concessions” means those mining, mineral or exploration concession, claim, lease, license, Permit or other right to explore for, exploit, develop, mine or produce Minerals from the Pan American Mines or any interest therein which Pan American, any of its subsidiaries, owns or has a right or option to acquire or use;

“Pan American Disclosure Letter” means the disclosure letter executed by Pan American and delivered to Tahoe concurrently with the execution of this Agreement;

“Pan American Fairness Opinions” has the meaning ascribed thereto in Section 4.1(b);

“Pan American Financial Advisors” means CIBC World Markets Inc. and TD Securities Inc., financial advisors to the Pan American Board and the special committee thereof;

“Pan American Financial Statements” has the meaning ascribed thereto in Section 4.1(m);

“Pan American Lands” means any interests and rights in real and immoveable property interests, including property rights, fee lands, possession rights, licenses, leases, rights of way, rights to use, surface rights or easements with respect to the Pan American Mines (but excluding the Pan American Concessions and Pan American’s and its subsidiaries’ office leases) which Pan American or any of its subsidiaries has a right in or interest in or has an option or other right to acquire or use;

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“Pan American Locked-up Shareholders” means those Pan American Securityholders, listed in Schedule F hereto, who have entered into Pan American Voting Agreements with Tahoe pursuant to which they have agreed, among other things and subject to the terms of such Pan American Voting Agreement, to vote their Pan American Securities in favour of the Pan American Resolutions;

“Pan American Long Term Incentive Plan” means the Pan American Stock Option and Compensation Share Plan initially approved by the Pan American Shareholders at their annual general meeting held on May 11, 2015, included in the Data Room Information;

“Pan American Material Adverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that, individually or in the aggregate with other such changes, effects, events, occurrences or states of fact, is or would reasonably be expected to be material and adverse to the business, properties, assets, Permits, capital, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of Pan American and its subsidiaries, taken as a whole, other than any change, effect, event, occurrence or state of facts resulting from:

(a)

the public announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder;

(b)

any changes in general political, economic, financial or capital market conditions in Canada, the United States or globally;

(c)

any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Entity;

(d)

any generally applicable changes in IFRS;

(e)

any natural disaster, war, armed hostilities, or act of terrorism;

(f)

conditions generally affecting the mining industry;

(g)

any change in currency exchange, interest or inflation rates;

(h)

any change in precious or base metals prices; or

(i)

any decrease in the market price or any decline in the trading volume of Pan American Shares on the TSX or Nasdaq (it being understood that any cause underlying such change in market price or trading volume may be taken into account in determining whether a Pan American Material Adverse Effect has occurred);

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provided that, notwithstanding the foregoing, any change, effect, event, occurrence or state of facts described in clauses (b), (c),(d), (e), (f) and (g) of this definition shall constitute a Pan American Material Adverse Effect to the extent that any such change, effect, event, occurrence or state of facts has or would reasonably be expected to have, individually or in the aggregate, a disproportionate impact on the business, properties, assets, Permits, capital, liabilities, operations, results of operations or condition (financial or otherwise) of Pan American and its subsidiaries, taken as a whole, relative to other industry participants of similar size and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretive for purposes of determining whether a “Pan American Material Adverse Effect” has occurred;

“Pan American Material Contract” means any Contract of Pan American or any of its subsidiaries: (i) involving current and future aggregate actual or contingent obligations to pay (including advances) to or by Pan American or any of its subsidiaries of more than US$15,000,000 in any one year or US$25,000,000 during the entire term (including, if applicable, any renewals thereof); (ii) relating to current or future indebtedness for borrowed money of US$25,000,000 or more, other than accounts receivable and payable, excluding such Contracts entered into among Pan American and its subsidiaries; or (iii) the termination of which would reasonably be expected to have a Pan American Material Adverse Effect;

“Pan American Material Subsidiary” has the meaning ascribed thereto in Schedule 4.1(i) of the Pan American Disclosure Letter;

“Pan American Meeting” means the special meeting of Pan American Shareholders, including any adjournment or postponement thereof, to be called and held to consider the Pan American Resolutions;

“Pan American Mines” means those six mines operated by Pan American as set forth in Schedule 1.1 of the Pan American Disclosure Letter;

“Pan American Option” means an option to acquire Pan American Shares granted pursuant to the Pan American Long Term Incentive Plan;

“Pan American Public Disclosure Record” means all documents and information filed by Pan American under applicable Securities Laws since January 1, 2016 and publicly available on the System for Electronic Document Analysis Retrieval (SEDAR) website;

“Pan American Representatives” has the meaning ascribed thereto in Section 7.7.1;

“Pan American Resolutions” means, collectively, the Pan American Authorized Capital Resolution and the Pan American Share Issuance Resolution;

“Pan American RSU” means a notional share unit that entitles the holder to either cash or Pan American Shares at the discretion of the Pan American Board and vests over a two year period;

“Pan American Share” mean a common share in the authorized share structure of Pan American;

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“Pan American Share Issuance Resolution” means the ordinary resolutions of Pan American Shareholders approving the issuance of Pan American Shares and the Replacement Options under the terms of the Arrangement and the CVRs, in the form of Schedule C to this Agreement by an affirmative vote of at least the majority of the votes cast by Pan American Shareholders present in person or represented by proxy at the Pan American Meeting, with each Pan American Share entitling the Pan American Shareholder to one vote;

“Pan American Shareholder” means a holder of one or more Pan American Shares;

“Pan American Termination Fee Event” has the meaning ascribed thereto in Section 7.4.6;

“Pan American Voting Agreements” mean the voting agreements (including all amendments thereto) between Tahoe and the Pan American Locked-up Shareholders;

“Parties” means Pan American and Tahoe, and “Party” means, except as set forth in Section 8.4, any of them;

“Permit” means any license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of or from any Governmental Entity;

“person” includes an individual, sole proprietorship, partnership, association, body corporate, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, Governmental Entity or any other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Schedule A, and any amendments or variations thereto made in accordance with Section 8.3 hereof or the Plan of Arrangement or made at the direction of the Court in the Interim Order or the Final Order with the consent of Tahoe and Pan American, each acting reasonably;

“Proceeding” means any court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation or inquiry before or by any Governmental Entity, or any claims, actions, suits, arbitrations, charges, indictments, hearings or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding, including by any third party whatsoever;

“Records and Data” means all books, contracts, documents, technical information and data (in paper or electronic form), maps, surveys, drilling samples and assays in the possession or control of Tahoe relating to Tahoe, its subsidiaries or the Tahoe Concessions;

“Release” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of a Hazardous Substance in the indoor or outdoor environment, including the movement of a Hazardous Substance through or in the air, soil, surface water, ground water or property;

“Replacement Option” means an option or right to purchase Pan American Shares granted by Pan American in replacement of Tahoe Options pursuant to the Plan of Arrangement;

“Response Period” has the meaning ascribed thereto in Section 7.3.1(b);

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“Returns” means all reports, forms, elections, information statements and returns (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto relating to, or required to be filed or prepared by Law in connection with any Taxes;

“Review Period” has the meaning ascribed thereto in Section 7.3.2;

“Rights Indenture” means the rights indenture to be entered into between Pan American, Minera San Xxxxxx SA and Computershare Trust Company of Canada, as rights agent, setting out the terms and conditions of the CVRs to be issued in accordance with the terms of the Plan of Arrangement, in substantially the form set out in Schedule G attached hereto;

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

“Section 3(a)(10) Exemption” has the meaning ascribed thereto in Section 2.3;

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations, forms and published instruments, policies, bulletins and notices made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Authorities” means, collectively, the BCSC and the applicable securities commissions and other securities regulatory authorities in each of the other provinces of Canada;

“Securities Laws” means the Securities Act, the securities legislation of each other province of Canada and the rules, regulations, forms, published instruments, policies, bulletins and notices of the Securities Authorities made thereunder, the U.S. Exchange Act, the U.S. Securities Act and all other state and federal securities laws, rules, regulations and policies published thereunder, in each case as now in effect and as they may be promulgated or amended from time to time;

“Shahuindo Project” means Tahoe’s open pit, heap xxxxx gold mine located in northern Peru, 500 kilometers north-northwest of Lima and 30 kilometers north of Tahoe’s La Arena property, in the Department of Cajamarca;

“subsidiary” means a “subsidiary entity” within the meaning of MI 61-101 and includes each of the material subsidiaries;

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“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a person or persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with Tahoe, that is made after the date of this Agreement (and is not obtained in violation of this Agreement or any agreement between the person making such Acquisition Proposal and Tahoe) to acquire all of the outstanding Tahoe Shares (other than Tahoe Shares beneficially owned by the person or persons making such Acquisition Proposal) or all or substantially all of the assets of Tahoe and its subsidiaries on a consolidated basis, and (i) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the person or persons making such Acquisition Proposal; (ii) that, if it relates to the acquisition of Tahoe Shares, is made to all Tahoe Shareholders on the same terms and conditions; (iii) that is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the Tahoe Board, acting in good faith (after receiving the advice of its outside legal advisors and the Tahoe Financial Advisor), that adequate arrangements have been made in respect of any required funds to complete such Acquisition Proposal; (iv) that is not subject to any due diligence or access condition; (v) that complies with Securities Laws; (vi) in respect of which the Tahoe Board unanimously determines, in its good faith judgment, after receiving the advice of its outside legal advisors and the Tahoe Financial Advisor, that (A) failure to recommend such Acquisition Proposal to the Tahoe Shareholders would be inconsistent with its fiduciary duties under applicable Law; and (B) having regard for all of the terms and conditions of the Acquisition Proposal, including all financial, legal, regulatory and other aspects of such proposal and the person making such proposal, such Acquisition Proposal, will, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the Tahoe Shareholders from a financial point of view than the transactions contemplated by this Agreement, after taking into account any amendment to the terms of this Agreement and the Plan of Arrangement proposed by Pan American pursuant to Section 7.3;

“Tahoe Benefit Plans” has the meaning ascribed thereto in Section 3.1(dd)(i);

“Tahoe Board” means the board of directors of Tahoe as the same is constituted from time to time;

“Tahoe Board Recommendation” has the meaning ascribed thereto in Section 3.1(a);

“Tahoe Change in Recommendation” has the meaning ascribed thereto in Section 8.2.1(c)(i);

“Tahoe Circular” means the notice of the Tahoe Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to Tahoe Securityholders in connection with the Tahoe Meeting, as amended, supplemented or otherwise modified from time to time;

“Tahoe Concessions” means any mining, mineral or exploration concession, claim, lease, license, Permit or other right to explore for, exploit, develop, mine or produce Minerals or any interest therein which Tahoe, any of the Tahoe Material Subsidiaries, or any of their subsidiaries owns or has a right or option to acquire or use, including for greater certainty the Escobal Project, La Arena Project, Shahuindo Project, Xxxx Creek Project and Timmins West Project;

“Tahoe Credit Agreement” means the second amended and restated credit agreement dated as of February 16, 2018 among Tahoe as borrower, the lenders from time to time party thereto, The Bank of Nova Scotia, as administrative agent, joint bookrunner, co-lead arranger and issuing bank, and HSBC Securities (USA) Inc., as co-lead arranger and joint bookrunner, as may be further amended, restated, supplemented, modified, replaced or renewed from time to time.

“Tahoe Disclosure Letter” means the disclosure letter executed by Tahoe and delivered to Pan American concurrently with the execution of this Agreement;

“Tahoe DSA” means a right to receive a Tahoe Share that will be issued to a participant upon the passage of time, continued employment by Tahoe or upon such other terms and conditions as the Tahoe Board may determine in its discretion;

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“Tahoe Fairness Opinions” has the meaning ascribed thereto in Section 3.1(b);

“Tahoe Financial Advisors” means Trinity Advisors Corporation and BMO Xxxxxxx Xxxxx Inc., financial advisors to the Tahoe Board and the special committee thereof;

“Tahoe Financial Statements” has the meaning ascribed thereto in Section 3.1(m);

“Tahoe Lands” means any interests and rights in real and immoveable property interests, including property rights, fee lands, possession rights, licenses, leases, rights of way, rights to use, surface rights or easements (but excluding the Tahoe Concessions and the Tahoe Office Leases) which Tahoe or any of its subsidiaries have a right in or interest in or has an option or other right to acquire or use;

“Tahoe Locked-up Shareholders” means those Tahoe Securityholders, listed in Schedule E hereto, who have entered into Tahoe Voting Agreements with Pan American pursuant to which they have agreed, among other things and subject to the terms of such Tahoe Voting Agreement, to vote their Tahoe Securities in favour of the Tahoe Resolution;

“Tahoe Long Term Incentive Plan” means the Tahoe Amended and Restated Share Option and Incentive Share Plan approved by Tahoe Shareholders at their annual general meeting held on May 3, 2018, included in the Data Room Information;

“Tahoe Material Adverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that, individually or in the aggregate with other such changes, effects, events, occurrences or states of fact, is or would reasonably be expected to be material and adverse to the business, properties, assets, Permits, capital, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of Tahoe and its subsidiaries, taken as a whole, other than any change, effect, event, occurrence or state of facts resulting from:

(a)

the public announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder;

(b)

any changes in general political, economic, financial or capital markets conditions in Canada, the United States or globally;

(c)

any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Entity;

(d)

any generally applicable changes in IFRS;

(e)

any natural disaster, armed hostilities, war or act of terrorism;

(f)

conditions generally affecting the mining industry;

(g)

any change in currency exchange, interest or inflation rates;

(h)

any change in precious or base metals prices;

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(i)

any matters related to the ILO 169 consultation process ordered pursuant to the Guatemalan Constitutional Court’s October 8, 2018 final order and any supplemental judicial orders or directions relating to such order or any non-governmental legal challenges related to such order; or

(j)

any decrease in the market price or any decline in the trading volume of Tahoe Shares on the TSX or the NYSE (it being understood that any cause underlying such change in market price or trading volume may be taken into account in determining whether a Tahoe Material Adverse Effect has occurred);

provided that, notwithstanding the foregoing, any change, effect, event, occurrence or state of facts described in clauses (b), (c), (d), (e), (f) and (g) of this definition shall constitute a Tahoe Material Adverse Effect to the extent that any such change, effect, event, occurrence or state of facts has or would reasonably be expected to have, individually or in the aggregate, a disproportionate impact on the business, properties, assets, Permits, capital, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of Tahoe and its subsidiaries, taken as a whole, relative to other industry participants of similar size and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretive for purposes of determining whether a “Tahoe Material Adverse Effect” has occurred;

“Tahoe Material Contract” means any Contract of Tahoe or any of its subsidiaries (i) the Tahoe Office Leases; (ii) involving current and future aggregate actual or contingent obligations to pay (including advances) to or by Tahoe or any of its subsidiaries of more than US$2,500,000 in any one year or US$5,000,000 during the entire term (including, if applicable, any renewals thereof); (iii) relating to current or future indebtedness for borrowed money of US$5,000,000 or more, other than accounts receivable and payable, or pursuant to which any property or asset of Tahoe or any of its subsidiaries is subject to a Lien; (iv) relating to litigation or settlement thereof which gives rise to or could give rise to any actual or contingent obligations or entitlements of Tahoe or any of its subsidiaries which have not been fully satisfied prior to the date of this Agreement, other than obligations or entitlements, individually or together, of not more than US$5,000,000; (v) with any Governmental Entity; (vi) which limits or purports to limit the ability of Tahoe or any of its subsidiaries to engage in any line of business, compete with any person or in any geographic area or during any period of time; (vii) which relates to any pending lease, acquisition or disposition, directly or indirectly, of property, including Tahoe Concessions or Tahoe Lands; (viii) providing for any indemnification or any guarantee by Tahoe or any of its subsidiaries in excess of US$5,000,000 or which is not expressly capped or limited; (ix) in respect of any joint venture, partnership, strategic alliance or similar arrangement or any shareholders’ agreement; (x) involving a sharing of profits, losses, costs or liabilities by Tahoe or any of its subsidiaries with any third party that would result in one or more third parties being entitled to more than US$5,000,000 in the aggregate; (xi) the termination of which would reasonably be expected to have a Tahoe Material Adverse Effect; or (xii) for a royalty, metals, streaming, long term offtake or similar economic arrangement in respect of any Tahoe Concession; (xiii) any standstill or similar Contract currently restricting the ability of Tahoe or any of its subsidiaries to offer to purchase or purchase the assets or equity securities of another person; (xiv) with a term or commitment to or by a Tahoe or any of its subsidiaries that may reasonably extend beyond one year and which cannot be terminated without cost or penalty in excess of US$5,000,000 on less than sixty (60) days’ notice or which is outside the ordinary course of business;

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“Tahoe Material Subsidiaries” means:

(a)

Escobal Resources Holdings Limited;

(b)

Minera San Xxxxxx SA;

(c)

Lake Shore Gold Corp.;

(d)

Tahoe Resources ULC;

(e)

Mexican Silver Mines (Guernsey) Limited;

(f)

La Arena SA; and

(g)

Shahuindo SAC;

“Tahoe Meeting” means the special meeting of Tahoe Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Tahoe Resolution;

“Tahoe Office Leases” means the office leases listed in Schedule 3.1(u) of the Tahoe Disclosure Letter;

“Tahoe Option” means a right and option to purchase one or more Tahoe Shares granted pursuant to the Tahoe Long Term Incentive Plan or otherwise enforceable against Tahoe;

“Tahoe Optionholder” means a holder of one or more Tahoe Options;

“Tahoe Projects” means the Escobal Project, La Arena Project, Shahuindo Project, Timmins West Project and the Xxxx Creek Project;

“Tahoe PSA” means a unit credited by means of an entry on the books of Tahoe to a participant, representing the right to receive such a number of Tahoe Shares from treasury as determined in accordance with the Tahoe PSA Plan;

“Tahoe PSA Plan” means Tahoe’s Performance Share Award Plan approved by Tahoe Shareholders at their annual general meeting held on May 3, 2018, included in the Data Room Information;

“Tahoe Public Disclosure Record” means all documents and information filed by Tahoe under applicable Securities Laws since January 1, 2016 and publicly available on the System for Electronic Document Analysis Retrieval (SEDAR) web-site;

“Tahoe Representatives” has the meaning ascribed thereto in Section 7.2.1;

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“Tahoe Resolution” means the special resolution of Tahoe Shareholders approving the Plan of Arrangement, in the form of Schedule B to this Agreement, by an affirmative vote of at least the following majorities (by tabulating the vote in each of the following manners): (i) 66²⁄₃% of the votes cast on the Tahoe Resolution by Tahoe Shareholders present in person or represented by proxy at the Tahoe Meeting, with each Tahoe Share entitling a Tahoe Shareholder to one vote; and (ii) a simple majority of the votes cast on the Tahoe Resolution by Tahoe Shareholders present in person or represented by proxy at the Tahoe Meeting (excluding Tahoe Shares held by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101), which is to be considered at the Tahoe Meeting and is to be substantially in the form and content of Schedule B to the Arrangement Agreement;

“Tahoe RSA” means a Tahoe Share subject to a restricted share award that is issued but which will only be delivered to the participant upon the passage of time, continued employment of the participant by Tahoe or upon such other terms and conditions as the Tahoe Board may determine in its discretion;

“Tahoe SAR” means a Tahoe Share payment award which is settled in cash based on predetermined performance criteria determined by the Tahoe Board;

“Tahoe Security” means a Tahoe Share, Tahoe Option, Tahoe DSA, Tahoe RSA, Tahoe PSA or Tahoe SAR;

“Tahoe Securityholder” means a holder of one or more Tahoe Securities;

“Tahoe Share” means a common share in the authorized share structure of Tahoe;

“Tahoe Shareholder” means a holder of one or more Tahoe Shares;

“Tahoe Termination Fee Event” has the meaning ascribed thereto in Section 7.4.4;

“Tahoe Voting Agreements” mean the voting agreements (including all amendments thereto) between Pan American and the Tahoe Locked-up Shareholders;

“Tax Act” means the Income Tax Act (Canada);

“Tax Exempt Person” means a person who is exempt from tax under Part I of the Tax Act;

“Taxes” means (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments or advance payments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income, gains or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment or payroll taxes, employment insurance, disability taxes, social insurance taxes, social security contributions, sales and use taxes, consumption taxes, customs taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not, and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes by contract or otherwise;

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“Termination Fee” has the meaning ascribed thereto in Section 7.4.3;

“Timmins West Project” means Tahoe’s underground gold mine comprised of the Timmins deposit, the Thunder Creek deposit and the 144 Gap deposit (as described on Tahoe’s website), located approximately 00 xxxxxxxxxx xxxx xx Xxxxxxx, Xxxxxxx;

“TSX” means the Toronto Stock Exchange;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934 as the same has been and hereinafter from time to time may be amended and the rules and regulations promulgated thereunder;

“U.S. Investment Company Act” means the United States Investment Company Act of 1940 as the same has been and hereinafter from time to time may be amended and the rules and regulations promulgated thereunder;

“U.S. Securities Act” means the United States Securities Act of 1933 as the same has been and hereinafter from time to time may be amended and the rules and regulations promulgated thereunder; and

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“U.S. Treasury Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time.

1.2

Interpretation Not Affected by Headings

The division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

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1.3

Number and Gender

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4

Date for Any Action

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

1.5

Statutory References

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

1.6

Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of the United States and “US$” refers to US dollars and “C$” refers to Canadian dollars.

1.7

Accounting Matters

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

1.8

Knowledge

In this Agreement, (a) references to “the knowledge of Tahoe” mean the knowledge of Xxxxx XxXxxxxx (Executive Chair of Tahoe), Xxxxx Xxxxxxxx (President, Chief Executive Officer and Director of Tahoe), Xxxxxxxxx XxXxxxxx (Executive Vice President and Chief Financial Officer of Tahoe) and Xxxx Xxxxxxxxxx (Executive Vice President Corporate Affairs and General Counsel of Tahoe), after due enquiry within Tahoe and the Tahoe Material Subsidiaries, and (b) references to “the knowledge of Pan American” means the knowledge of Xxxxxxx Xxxxxxxxx (President and Chief Executive Officer of Pan American), Xxxxxx Xxxxx (Chief Financial Officer of Pan American), Xxxxx Xxxxx (Chief Operating Officer of Pan American), Xxxxxxxxxxx Xxxxx (General Counsel of Pan American) and Xxxx Xxxxx (Director and Chairman), after due enquiry within Pan American and the Pan American Material Subsidiaries.

1.9

Disclosure Letters

The Tahoe Disclosure Letter and the Pan American Disclosure Letter and all information contained in the Tahoe Disclosure Letter and the Pan American Disclosure Letter is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to applicable Law, unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes; or (ii) a Party needs to disclose it in order to enforce its rights under this Agreement.

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1.10 Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

Schedule A - Plan of Arrangement

Schedule B - Tahoe Resolution

Schedule C - Pan American Resolutions

Schedule D - Key Regulatory Approvals

Schedule E - Tahoe Locked-Up Shareholders

Schedule F - Pan American Locked-Up Shareholders

Schedule G - Right Indenture

ARTICLE 2

THE ARRANGEMENT

2.1

Arrangement

Tahoe and Pan American agree that the Arrangement shall be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

2.2

Interim Order

Tahoe shall, as soon as reasonably practicable and in any event in sufficient time to hold the Tahoe Meeting in accordance with Section 2.4, apply in a manner acceptable to Pan American, acting reasonably, pursuant to subsection 291(2) of the BCBCA and, in cooperation with Pan American, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things:

(a)

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

(b)

for confirmation of the record date for the Tahoe Meeting (which date shall be fixed and filed by Tahoe in consultation with Pan American, acting reasonably);

(c)

that the requisite approval for the Tahoe Resolution shall be (i) 66²⁄₃% of the votes cast on the Tahoe Resolution by Tahoe Shareholders present in person or represented by proxy at the Tahoe Meeting, with each Tahoe Share entitling a Tahoe Shareholder to one vote; and (ii) a simple majority of the votes cast on the Tahoe Resolution by Tahoe Shareholders present in person or represented by proxy at the Tahoe Meeting (excluding Tahoe Securities held by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101);

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(d)

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

(e)

for the grant of Dissent Rights to the Tahoe Shareholders who are registered holders of Tahoe Shares;

(f)

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

(g)

that the Tahoe Meeting may be adjourned or postponed from time to time by Tahoe without the need for additional approval of the Court;

(h)

that the record date for Tahoe Securityholders entitled to receive notice of and vote at the Tahoe Meeting will not change in respect of any adjourned Tahoe Meeting;

(i)

for the notice requirement with respect to the application to the Court for the Final Order;

(j)

that each Tahoe Securityholder entitled to Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order;

(k)

that it is the Parties’ intention to rely on the Section 3(a)(10) Exemption with respect to the issuance of Pan American Shares, Replacement Options and CVRs to Tahoe Shareholders and Tahoe Optionholders, as the case may be, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Tahoe Shareholders and Tahoe Optionholders, as the case may be, and based on the Court’s approval of the Arrangement; and

(l)

for such other matters as Pan American may reasonably require subject to obtaining the prior written consent of Tahoe, such consent not to be unreasonably withheld or delayed.

2.3

U.S. Securities Law Matters

The Parties agree that the 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 and (ii) Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options, pursuant to the Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

(a)

the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court;

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(b)

the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement;

(c)

the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Tahoe Shareholders and Tahoe Optionholders;

(d)

Tahoe will ensure that each Tahoe Shareholder and Tahoe Optionholder will be given adequate notice advising them of their right to attend the hearing of the Court to approve the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(e)

the Tahoe Shareholders and Tahoe Optionholders will be advised that the Pan American Shares, the Replacement Options and the CVRs 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 Section 3(a)(10) Exemption;

(f)

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 Section 3(a)(10) Exemption, 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 Section 3(a)(10) Exemption 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;

(g)

the Interim Order will specify that each Tahoe Shareholder and Tahoe Optionholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time in accordance with the procedures set out in the Interim Order and in accordance with the requirements of the Section 3(a)(10) Exemption;

(h)

the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; and

(i)

the Final Order will expressly state that the Arrangement is approved by the Court as being procedurally and substantively fair to the Tahoe Shareholders and Tahoe Optionholders, and the Parties will use commercially reasonable efforts to cause the Final Order to state that it serves as a basis of a claim to the Section 3(a)(10) Exemption from the registration requirements otherwise imposed by the U.S. Securities Act regarding the distribution of securities pursuant to the Arrangement.

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2.4

Tahoe Meeting

(a)

Subject to the terms of this Agreement, Tahoe shall convene and conduct the Tahoe Meeting in accordance with the Interim Order, Tahoe’s notice of articles and articles and applicable Law as soon as reasonably practicable, on the same day as, and following, the Pan American Meeting, and in any event on or before the sixtieth (60^th) day after the date of this Agreement (and, in that regard, Tahoe shall abridge, as necessary, any time periods that may be abridged under NI 54-101). Except as required by applicable Law, or with the prior written consent of Pan American, which shall not be unreasonably withheld or delayed, the Tahoe Resolution shall be the only matter of business transacted at the Tahoe Meeting.

(b)

Subject to the terms of this Agreement, Tahoe shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Tahoe Resolution and take all other action necessary or desirable to secure the approval of the Tahoe Resolution and all other matters to be brought before the Tahoe Meeting intended to facilitate and complete the transactions contemplated by this Agreement, including, if so requested by Pan American, using proxy solicitation services; provided that such solicitor shall be determined by Tahoe in consultation with Pan American, acting reasonably. Pan American shall bear all costs of any such proxy solicitation services requested by Pan American.

(c)

Tahoe shall give notice to Pan American of the Tahoe Meeting and allow Pan American’s representatives and legal counsel to attend the Tahoe Meeting.

(d)

Tahoe shall advise Pan American as Pan American may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Tahoe Meeting, as to the aggregate tally of the proxies received by Tahoe in respect of the Tahoe Resolution and any other matters properly brought before the Tahoe Meeting.

(e)

Tahoe will promptly advise Pan American of any communication (orally or in writing) from any Tahoe Shareholder in opposition to the Arrangement.

(f)

Tahoe will promptly advise Pan American of any written notice of dissent or purported exercise by any Tahoe Shareholder of Dissent Rights received by Tahoe in relation to the Tahoe Resolution and any withdrawal of Dissent Rights received by Tahoe and, subject to applicable Law, any written communications sent by or on behalf of Tahoe to any Tahoe Shareholder who is exercising or purporting to exercise Dissent Rights in relation to the Tahoe Resolution.

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(g)

Tahoe shall, upon the reasonable request from time to time by Pan American, deliver to Pan American (i) basic lists of all registered Tahoe Shareholders and other security holders of Tahoe, showing the name and address of each holder and the number of Tahoe Shares or other securities of Tahoe held by each such holder, all as shown on the records of Tahoe or its transfer agent, as of the most recent practicable date and a list of participants in book-based clearing systems, nominee-registered Tahoe Shareholders or other securities of Tahoe and non-registered beneficial owner lists that are available to Tahoe (provided that such list may only be used in the manner prescribed in section 7.1 of NI 54-101), and securities positions, and (ii) from time to time, at the request of Pan American, updated or supplemental lists setting out any changes from the list(s) referred to in clause (i) of this Section 2.4(g).

(h)

Tahoe shall not, except as required for quorum purposes, as required by Law or as otherwise permitted under this Agreement, adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation), or fail to call, the Tahoe Meeting without Pan American’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, other than as directed by Pan American in accordance with Section 7.3.3.

(i)

Tahoe shall promptly advise Pan American of any communication (written or oral) received by Tahoe from the TSX, the NYSE, the SEC, any of the Securities Authorities or any other Governmental Entity in connection with the Tahoe Meeting.

2.5

Pan American Meeting

(a)

Subject to the terms of this Agreement, Pan American shall convene and conduct the Pan American Meeting in accordance with Pan American’s notice of articles and articles and applicable Law as soon as reasonably practicable, on the same day as, and prior to the Tahoe Meeting, and in any event on or before the sixtieth (60^th) day after the date of this Agreement (and, in that regard, Pan American shall abridge, as necessary, any time periods that may be abridged under NI 54-101). Except as required by applicable Law, or with the prior written consent of Tahoe, which shall not be unreasonably withheld or delayed, the Pan American Resolutions shall be the only matter of business transacted at the Pan American Meeting.

(b)

Subject to the terms of this Agreement, Pan American shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Pan American Resolutions and take all other action necessary or desirable to secure the approval of the Pan American Resolutions and all other matters to be brought before the Pan American Meeting intended to facilitate and complete the transactions contemplated by this Agreement.

(c)

Pan American shall give notice to Tahoe of the Pan American Meeting and allow Tahoe’s representatives and legal counsel to attend the Pan American Meeting.

(d)

Pan American shall advise Tahoe as Tahoe may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Pan American Meeting, as to the aggregate tally of the proxies received by Pan American in respect of the Pan American Resolutions and any other matters properly brought before the Pan American Meeting.

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(e)

Pan American will promptly advise Tahoe of any communication (orally or in writing) from any Pan American Shareholder in opposition to the Pan American Resolutions.

(f)

Pan American shall not, except as required for quorum purposes, as required by law or as otherwise permitted under this Agreement, adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation), or fail to call, the Pan American Meeting without Tahoe’s prior written consent, which shall not be unreasonably withheld or delayed, other than as directed by Tahoe in accordance with Section 7.3.3.

(g)

Pan American shall promptly advise Tahoe of any communication (written or oral) received by Pan American from the TSX, Nasdaq, the SEC, any of the Securities Authorities or any other Governmental Entity in connection with the Pan American Meeting.

2.6

Tahoe Circular

(a)

Subject to Pan American complying with Section 2.6(c), Tahoe shall prepare the Tahoe Circular in compliance with all applicable Laws and file or furnish, as applicable, on a timely basis, and in any event prior to the close of business on the Mailing Deadline, the Tahoe Circular with respect to the Tahoe Meeting in all jurisdictions where the same is required to be filed or furnished and mail the same as required by the Interim Order and in accordance with all applicable Laws in all jurisdictions where the same is required to be mailed. If necessary, Tahoe shall, in consultation with Pan American abridge the timing contemplated by NI 54-101, as provided in section 2.20 thereof (provided, however, that for greater certainty, the foregoing obligation shall not extend to the making of an application for a waiver or exemption from the requirements of NI 54-101).

(b)

Tahoe shall ensure that the Tahoe Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Tahoe Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Pan American for inclusion in the Tahoe Circular, for which Tahoe shall not be responsible for the accuracy thereof) and shall provide Tahoe Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Tahoe Meeting. Subject to Section 7.2, the Tahoe Circular shall include (a) the Tahoe Board Recommendation and a statement that each director and senior officer of Tahoe intends to vote all of their Tahoe Shares (including any Tahoe Shares issued upon the exercise of any Tahoe Options or upon vesting of any Tahoe DSAs or Tahoe PSAs) in favour of the Tahoe Resolution and any other resolution presented at the Tahoe Meeting required to give effect to the Arrangement, and (b) a summary and copies of the Tahoe Fairness Opinion. The content of the Tahoe Circular shall comply with the terms of this Agreement.

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(c)

Pan American shall furnish to Tahoe on a timely basis such information regarding Pan American as may be required by Law or reasonably required by Tahoe in the preparation of the Tahoe Circular, and Pan American shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Tahoe Circular in order to make any information so furnished or any information concerning Pan American, as the case may be, not misleading in light of the circumstances in which it is disclosed.

(d)

Pan American shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Tahoe Circular and to the identification in the Tahoe Circular of each such advisor.

(e)

Pan American and its legal counsel shall be given a reasonable opportunity to review and comment on the Tahoe Circular, prior to the Tahoe Circular being printed, mailed to Tahoe Securityholders and filed with the Securities Authorities or furnished to the SEC, and reasonable consideration shall be given to any comments made by Pan American and its counsel, provided that all information relating solely to Pan American included in the Tahoe Circular, and any information describing the terms and conditions of this Agreement, the Tahoe Voting Agreements or the Plan of Arrangement, shall be in form and content satisfactory to Pan American, acting reasonably. Pan American and its legal counsel shall provide any comments with respect to the Tahoe Circular in a timely manner. Tahoe shall provide Pan American with a final copy of the Tahoe Circular prior to its mailing to the Tahoe Securityholders.

(f)

Each of the Parties shall each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of Pan American, only in respect of information relating to Pan American) that the Tahoe Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Tahoe Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Tahoe Circular, as required or appropriate, and Tahoe shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Tahoe Circular to Tahoe Securityholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities, and furnish the same to the SEC, and as otherwise required.

(g)

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2.7

Pan American Circular

(a)

Subject to Tahoe complying with Section 2.7(c), Pan American shall prepare the Pan American Circular in compliance with all applicable Laws and file or furnish, as applicable, on a timely basis, and in any event prior to the close of business on the Mailing Deadline, the Pan American Circular with respect to the Pan American Meeting in all jurisdictions where the same is required to be filed or furnished and mail the same in accordance with all applicable Laws, in all jurisdictions where the same is required to be mailed. If necessary, Pan American shall, in consultation with Tahoe abridge the timing contemplated by NI 54-101, as provided in section 2.20 thereof (provided, however, that for greater certainty, the foregoing obligation shall not extend to the making of an application for a waiver or exemption from the requirements of NI 54-101).

(b)

Pan American shall ensure that the Pan American Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Pan American Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Tahoe for inclusion in the Pan American Circular, for which Pan American shall not be responsible for the accuracy thereof) and shall provide Pan American Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Pan American Meeting. Subject to Section 7.2, the Pan American Circular shall include the Pan American Board Recommendation and a statement that each director and senior officer of Pan American intends to vote all of their Pan American securities (including any Pan American Shares issued upon the exercise of any Pan American Options or upon vesting of any Pan American RSUs) in favour of the Pan American Resolutions and any other resolution presented at the Pan American Meeting required to give effect to the Arrangement. The content of the Pan American Circular shall comply with the terms of this Agreement.

(c)

Tahoe shall furnish to Pan American on a timely basis such information regarding Tahoe as may be required by Law or reasonably required by Pan American in the preparation of the Pan American Circular, and Tahoe shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Pan American Circular in order to make any information so furnished or any information concerning Tahoe, as the case may be, not misleading in light of the circumstances in which it is disclosed.

(d)

Tahoe shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Pan American Circular and to the identification in the Pan American Circular of each such advisor.

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(e)

Tahoe and its legal counsel shall be given a reasonable opportunity to review and comment on the Pan American Circular, prior to the Pan American Circular being printed, mailed to Pan American Shareholders and filed with the Securities Authorities or furnished to the SEC, and reasonable consideration shall be given to any comments made by Tahoe and its counsel, provided that all information relating solely to Tahoe included in the Pan American Circular, and any information describing the terms and conditions of this Agreement, the Tahoe Voting Agreements or the Plan of Arrangement, shall be in form and content satisfactory to Tahoe, acting reasonably. Tahoe and its legal counsel shall provide any comments with respect to the Pan American Circular in a timely manner. Pan American shall provide Tahoe with a final copy of the Pan American Circular prior to its mailing to the Pan American Shareholders.

(f)

Each of the Parties shall each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of Tahoe, only in respect of information relating to Tahoe) that the Pan American Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Pan American Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Pan American Circular, as required or appropriate, and Pan American shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Pan American Circular to Pan American Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities, and furnish the same to the SEC, and as otherwise required.

(g)

2.8

Final Order

If:

(a)

the Interim Order is obtained;

(b)

the Tahoe Resolution is passed at the Tahoe Meeting by Tahoe Shareholders, as provided for in the Interim Order and as required by applicable Law;

(c)

the Pan American Resolutions are passed at the Pan American Meeting by Pan American Shareholders as required by applicable Law;

(d)

the Canadian Competition Approval is obtained; and

(e)

the Key Regulatory Approvals are obtained,

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Tahoe shall as soon as reasonably practicable thereafter and in any event within three (3) Business Days thereafter take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to subsection 291(4) of the BCBCA.

2.9

Court Proceedings

Subject to the terms of this Agreement, Pan American will cooperate with, assist and consent to Tahoe seeking the Interim Order and the Final Order, including by providing Tahoe on a timely basis any information required to be supplied by Pan American in connection therewith. Tahoe will provide legal counsel to Pan American with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Tahoe will also provide legal counsel to Pan American on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on Tahoe or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Tahoe will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except with Pan American’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Pan American to agree or consent to any increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pan American’s obligations set forth in any such filed or served materials or under this Agreement. In addition, Tahoe will not object to legal counsel to Pan American making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, that Tahoe is advised of the nature of any submissions prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Tahoe will also oppose any appearance, proposal or motion from any third party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, Tahoe is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with Pan American.

2.10

Effect of the Arrangement and Effective Date

Subject to the satisfaction or, where not prohibited and subject to applicable Law, the waiver of the conditions set forth in Article 6 by the applicable Party for whose benefit such conditions exist (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date by the applicable Party for whose benefit such conditions exist), upon the Tahoe Resolution having been approved and adopted by the Tahoe Shareholders at the Tahoe Meeting in accordance with the Interim Order and Tahoe obtaining the Final Order, the Arrangement shall be effective at the Effective Time on the Effective Date. From and after the Effective Time, the Plan of Arrangement shall have effect as provided by applicable Law, including the BCBCA. The closing of the transactions contemplated hereby shall take place at the offices of Xxxxxxx Xxxxx & Xxxxxxxxx LLP in Vancouver, or at such other location as may be agreed upon by the Parties.

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2.11

Payment of Consideration

Pan American shall, following receipt of the Final Order and no later than one (1) Business Day prior to the Effective Time, ensure that the Depositary has been provided with sufficient cash, Pan American Shares and CVRs in escrow to pay the aggregate Consideration to be paid to the Tahoe Shareholders pursuant to the Arrangement. For greater certainty, Pan American shall not be required pursuant to this Section 2.11 to provide or deposit in escrow with the Depositary prior to the Effective Date any cash, Pan American Shares or CVRs as Consideration for the Tahoe Shares held by Tahoe Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection.

2.12

Preparation of Key Regulatory Approval Filings

As soon as reasonably practicable after the date of this Agreement, Pan American and Tahoe shall co-operate in the preparation of any application for the Key Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Plan of Arrangement.

2.13

Preparation of Canadian Competition Approval Filings

As soon as reasonably practicable after the date of this Agreement, the Parties shall each make a premerger notification filing in respect of the transactions contemplated by this Agreement with the Commissioner in accordance with Part IX of the Competition Act unless mutually agreed otherwise, and Pan American shall submit a request to the Commissioner for an Advance Ruling Certificate and/or a No Action Letter in respect of the transactions contemplated by this Agreement.

2.14

Announcement and Shareholder Communications

Tahoe and Pan American shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by the Parties, the text and timing of such announcement to be approved by Tahoe and Pan American in advance, acting reasonably. Pan American and Tahoe agree to co-operate in the preparation of presentations, if any, to Tahoe Securityholders and Pan American Shareholders, respectively, regarding the Plan of Arrangement, and no Party shall:

(a)

issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld or delayed); or

(b)

make any filing with any Governmental Entity with respect thereto without prior consultation with the other Parties;

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provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, provided that the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

2.15

Withholding Taxes

Pan American, Tahoe and the Depositary (in this section, the “payor”), shall each be entitled to deduct and withhold from any Consideration or other amount payable (whether in cash or in kind) or otherwise deliverable to any holder or former holder of Tahoe Securities such amounts as the payor may be required to deduct and withhold therefrom under any applicable Law in respect of Taxes. To the extent that any amounts are so deducted, withheld and remitted to the appropriate Governmental Entity when required by Law, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. To the extent that the amount required to be deducted or withheld from any payment to any holder or former holder of Tahoe Shares exceeds the cash component, if any, of the Consideration otherwise payable to such holder, Pan American, Tahoe or the Depositary, as applicable, may sell or otherwise dispose of such portion of the Consideration or other amount otherwise payable to such holder or former holder in the form of Pan American Shares as is necessary to provide sufficient funds to enable the payor to comply with such deduction and/or withholding requirements.

2.16

U.S. Tax Matters

The Parties intend (a) that the Arrangement will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) and (a)(2)(D) of the Code and (b) that this Agreement and the Plan of Arrangement will constitute, and the Parties hereby adopt them as, a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated thereunder for purposes of Sections 354 and 361 of the Code. The Parties shall not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Parties shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code that such treatment if not correct.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF TAHOE

3.1

Representations and Warranties

Tahoe hereby represents and warrants to and in favour of Pan American as follows, except to the extent that such representations and warranties are qualified by the Tahoe Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), and acknowledges that Pan American is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a)

Board Recommendation. The Tahoe Board, after consultation with its financial and legal advisors, has determined unanimously that the Plan of Arrangement is fair to the Tahoe Shareholders and is in the best interests of Tahoe and has resolved unanimously to recommend to the Tahoe Shareholders that they vote in favour of the Tahoe Resolution (the “Tahoe Board Recommendation”).

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(b)

Fairness Opinions. The Tahoe Board has received oral opinions of the Tahoe Financial Advisors, which opinions have not been modified, amended, qualified or withdrawn, to the effect that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received pursuant to the Plan of Arrangement by the Tahoe Shareholders (other than Pan American and its affiliates) is fair, from a financial point of view, to such Tahoe Shareholders (the “Tahoe Fairness Opinions”).

(c)

Organization and Qualification. Tahoe and each of the Tahoe Material Subsidiaries is a corporation duly incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. Tahoe and each of the Tahoe Material Subsidiaries is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties and assets owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so registered or in good standing would not reasonably be expected to have a Tahoe Material Adverse Effect.

(d)

Authority Relative to this Agreement. Tahoe has the requisite corporate power and capacity to enter into this Agreement and (subject to obtaining the Interim Order, the Final Order and approval of the Tahoe Shareholders of the Tahoe Resolution) to perform its obligations hereunder. The execution and delivery of this Agreement by Tahoe and the performance by Tahoe of its obligations under this Agreement have been duly authorized by the Tahoe Board and no other corporate proceedings on the part of Tahoe are necessary to authorize the execution and delivery of this Agreement or the performance by Tahoe of its obligations under this Agreement or the Arrangement pursuant to the Plan of Arrangement, other than the Interim Order, the Final Order, approval of the Tahoe Board of the Tahoe Circular and approval of the Tahoe Resolution by Tahoe Shareholders. This Agreement has been duly executed and delivered by Tahoe and constitutes a legal, valid and binding obligation of Tahoe, enforceable against Tahoe in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, may be generated only in the discretion of a court of competent jurisdiction.

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(e)

No Violation. None of the execution and delivery of this Agreement by Tahoe, the performance by Tahoe of its obligations hereunder or the completion of the Arrangement pursuant to the Plan of Arrangement, or compliance by Tahoe or any of its subsidiaries with any of the provisions hereof will:

(i)

except as disclosed in Schedule 3.1(e) of the Tahoe Disclosure Letter, violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any provision of, or require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in a right of termination or acceleration under, or result in the creation of any Lien upon, any of the properties or assets of Tahoe or any of the Tahoe Material Subsidiaries, or result in any material restriction, hindrance, impairment or limitation on the ability of Tahoe or any of the Tahoe Material Subsidiaries to conduct their business as and where it is now being conducted or cause any payment or other obligation to be imposed on Tahoe or any of the Tahoe Material Subsidiaries under any of the terms, conditions or provisions of:

(A)

their respective notice of articles, articles or other comparable constating documents;

(B)

any note, bond, mortgage, indenture, loan agreement or deed of trust to which Tahoe or any of the Tahoe Material Subsidiaries is a party or any Tahoe Material Contract; or

(ii)

subject to obtaining the Key Regulatory Approvals and the Canadian Competition Approval:

(A)

result (with or without notice or the passage of time) in a violation or breach of, or constitute a default under, any provisions of any Law applicable to Tahoe or any of the Tahoe Material Subsidiaries or any of their respective properties or assets; or

(B)

cause the suspension or revocation of any Permit currently in effect in respect of Tahoe or any of the Tahoe Material Subsidiaries;

(iii)

give rise to any rights of first refusal or trigger any change in control provisions or any restrictions or limitation under any note, bond, mortgage, indenture, loan agreement or deed of trust to which Tahoe or any of the Tahoe Material Subsidiaries is a party or Tahoe Material Contract or under any Permit held by Tahoe or any of the Tahoe Material Subsidiaries; or

(iv)

result in the imposition of any Lien upon any property or assets of Tahoe or any of the Tahoe Material Subsidiaries,

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except for such violations, conflicts, breaches, defaults, terminations, accelerations, rights of first refusal, change in control provisions, restrictions, limitations or Liens, or any consents, approvals or notices (expressly excluding the Key Regulatory Approvals), which if not given or received, would not, individually or in the aggregate, result in a Tahoe Material Adverse Effect.

(f)

Capitalization. The authorized share capital of Tahoe consists of an unlimited number of Tahoe Shares. As of the close of business on November 13, 2018, there are issued and outstanding 313,319,685 Tahoe Shares. In addition, as of the close of business on November 13, 2018, an aggregate of 3,523,696 Tahoe Shares are issuable upon the exercise of Tahoe Options, 449,675 Tahoe Shares are issuable upon the vesting of outstanding Tahoe DSAs, 471,800 Tahoe Shares are issuable upon the vesting of outstanding Tahoe PSAs (assuming payout at the 100% achieved performance ratio level and before any required pro ration), and nil Tahoe Shares issuable upon the vesting of Tahoe RSAs. Except as disclosed above, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Tahoe of any securities of Tahoe (including Tahoe Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Tahoe (including Tahoe Shares) or any of the Tahoe Material Subsidiaries. All outstanding Tahoe Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Tahoe Shares issuable upon the exercise of the Tahoe Options or vesting of Tahoe DSAs and Tahoe PSAs in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable. Schedule 3.1(f) to the Tahoe Disclosure Letter sets forth, as of the date hereof, the holders of all Tahoe Options, Tahoe DSAs, and Tahoe PSAs and the number, exercise prices, and expiration dates of each grant to such holders. There are no securities of Tahoe or of any of its subsidiaries outstanding which have the right to vote generally (or, other than the Tahoe Options, Tahoe DSAs and Tahoe PSAs, are convertible into, or exchangeable or exercisable for, or may vest into, securities having the right to vote generally) with the Tahoe Shareholders on any matter. There are no outstanding contractual or other obligations of Tahoe to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of the Tahoe Material Subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of Tahoe or any of its subsidiaries having the right to vote with the Tahoe Shareholders on any matters.

(g)

Shareholder and Similar Agreements. Tahoe is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of Tahoe.

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(h)

Reporting Status and Securities Laws Matters. Tahoe is a “reporting issuer” and is not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws, in all of the provinces and territories of Canada. The Tahoe Shares are registered under Section 12(b) of the U.S. Exchange Act and Tahoe is in compliance in all material respects with applicable Securities Laws in the United States. No delisting, suspension of trading in or cease trading order with respect to any securities of Tahoe and, to the knowledge of Tahoe, no inquiry or investigation (formal or informal) of Tahoe or the Tahoe Public Disclosure Record by any Securities Authority or the SEC, is in effect or ongoing or, to the knowledge of Tahoe, threatened or expected to be implemented or undertaken. The Tahoe Shares are listed and posted for trading on the TSX and the NYSE. Tahoe is in compliance with applicable requirements of the TSX and the NYSE, except where non-compliance would not result in a Tahoe Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Arrangement.

(i)

Ownership of Subsidiaries. The only material subsidiaries of Tahoe are the Tahoe Material Subsidiaries. All of the issued and outstanding shares of capital stock and other ownership interests in each of the Tahoe Material Subsidiaries are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests are legally and beneficially owned, directly or indirectly, by Tahoe free and clear of all Liens and there are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into, or exchangeable or exercisable for, any such shares of capital stock or other ownership interests in or material assets or properties of a Tahoe Material Subsidiary. There are no contracts, commitments, agreements, understandings, arrangements or restrictions which require any of the Tahoe Material Subsidiaries to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into, or exchangeable or exercisable for, any shares of its share capital or other ownership interests. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) providing to any third party the right to acquire any shares or other ownership interests in any of the Tahoe Material Subsidiaries.

(j)

Key Regulatory Approvals. Other than the Key Regulatory Approvals listed in Schedule D, the Canadian Competition Approval, any approvals required by the Interim Order or Final Order and any filings with the Securities Authorities, the SEC, the TSX and the NYSE, there are no approvals required from, or notices required to be given to, any Governmental Entity which would prevent or materially delay consummation by Tahoe of the transactions contemplated by this Agreement and the Arrangement.

(k)

Consents. There are no consents or waivers required from any party under any Tahoe Material Contract to which Tahoe or its subsidiaries are a party in order for Tahoe to proceed with the completion of the transactions contemplated by this Agreement and the Arrangement.

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(l)

Public Filings. Tahoe has filed or furnished, as applicable, all documents in the Tahoe Public Disclosure Record required to be filed or furnished by it in accordance with applicable Securities Laws and the requirements of the TSX and the NYSE. All such documents and information comprising the Tahoe Public Disclosure Record, as of their respective dates (and the dates of any amendments thereto), (1) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (2) complied in all material respects with the requirements of applicable Securities Laws and the applicable policies of the TSX and the NYSE relating to continuous disclosure requirements. Tahoe has not filed any confidential material change report with any Securities Authorities that at the date of this Agreement, remains confidential. Since January 1, 2016, there has been no change in a material fact or a material change (as those terms are defined under the Securities Act) in relation to Tahoe, except for (i) changes in material facts or material changes that are reflected in a document included in the Tahoe Public Disclosure Record, and (ii) this Agreement and the transactions contemplated hereby.

(m)

Tahoe Financial Statements.

(i)

Tahoe’s audited financial statements as at and for the financial years ended December 31, 2017 and December 31, 2016 (including the notes thereto and the report of the auditors thereon) and Tahoe’s unaudited interim financial statements as at and for the three and nine month periods ended September 30, 2018 (including the notes thereto) (collectively, the “Tahoe Financial Statements”) were prepared in accordance with IFRS consistently applied and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Tahoe and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Tahoe and its subsidiaries on a consolidated basis. There has been no material change in Tahoe’s accounting policies since December 31, 2017, except as disclosed in the Tahoe Public Disclosure Record or as required by IFRS.

(ii)

The management of Tahoe has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Tahoe in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified in such Laws imposed by such Governmental Entities. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Tahoe in its annual filings, interim filings or other reports filed or submitted under the applicable Laws imposed by Governmental Entities is accumulated and communicated to Tahoe’s management, including its chief executive officer and chief financial officer (or persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure.

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(iii)

Tahoe maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Tahoe and its subsidiaries; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of Tahoe and its subsidiaries are being made only with authorizations of management and directors of Tahoe and its subsidiaries, as applicable; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Tahoe or its subsidiaries that could have a material effect on its financial statements.

(iv)

To the knowledge of Tahoe: (a) there are no material weaknesses in the design and implementation or maintenance of its internal control over financial reporting of Tahoe that are reasonably likely to adversely affect the ability of Tahoe to record, process, summarize and report financial information; and (b) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Tahoe.

(v)

Since December 31, 2017, neither Tahoe nor any of its subsidiaries nor, to Tahoe’s knowledge, any director, officer, employee, auditor, accountant or representative of Tahoe or any of its subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Tahoe or any of its subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Tahoe or any of its subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Tahoe Board.

(n)

Books and Records. The financial books, records and accounts of Tahoe and its subsidiaries, in all material respects: (i) have been maintained, in the case of Tahoe in accordance with IFRS, and in the case of its subsidiaries in accordance with generally accepted accounting principles of their respective governing jurisdictions, (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of Tahoe and its subsidiaries, and (iii) accurately and fairly reflect the basis for the Tahoe Financial Statements. The corporate records and minute books for each of Tahoe and its subsidiaries contain, in all material respects, complete and accurate minutes of all meetings and resolutions of the directors and shareholders of Tahoe and each of its subsidiaries held and/or passed, as applicable, since their incorporation or amalgamation, as the case may be.

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(o)

No Undisclosed Liabilities. Other than as disclosed in the most recent Tahoe Financial Statements filed, or furnished, as applicable, on SEDAR and XXXXX, as incurred in the ordinary course of business since the date of such financial statements, or as disclosed in this Agreement, Tahoe and its subsidiaries have no outstanding indebtedness or liabilities in excess of US$2,500,000 and are not party to or bound by any material suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the material obligations, liabilities or indebtedness of any person.

(p)

No Tahoe Material Adverse Effect. Since December 31, 2017, except as disclosed in the Tahoe Public Disclosure Record prior to the date of this Agreement, there has been no Tahoe Material Adverse Effect.

(q)

No Dividend or Distribution. Since December 31, 2017, there has been no dividend or distribution of any kind declared, paid or made by Tahoe on any Tahoe Shares.

(r)

Contracts. Schedule 3.1(r) of the Tahoe Disclosure Letter includes a complete and accurate list of all Tahoe Material Contracts. All Tahoe Material Contracts are in full force and effect, and Tahoe or its subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. Tahoe has made available in the Data Room Information true and complete copies of all Tahoe Material Contracts. All of the Tahoe Material Contracts are valid and binding obligations of Tahoe enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. Tahoe and its subsidiaries have complied in all material respects with all terms of such Tahoe Material Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no material default or breach exists in respect thereof on the part of Tahoe or any of its subsidiaries or, to the knowledge of Tahoe or any of its subsidiaries, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a material default or breach or trigger a right of termination of any of the Tahoe Material Contracts. As at the date of this Agreement, neither Tahoe nor any of its subsidiaries has received written notice that any party to a Tahoe Material Contract intends to cancel, terminate or otherwise modify or not renew such Tahoe Material Contract, and to the knowledge of Tahoe or any of its subsidiaries, no such action has been threatened. Neither Tahoe nor any of its subsidiaries is a party to any Tahoe Material Contract that contains any non-competition obligation or otherwise restricts in any material way the business of Tahoe or any of its subsidiaries.

(s)

Litigation. There are no claims, actions, suits, grievances, complaints or proceedings pending or, to the knowledge of Tahoe, threatened affecting Tahoe or any of its subsidiaries or affecting any of the Tahoe Concessions, property or assets at law or in equity before or by any Governmental Entity, including matters arising under Environmental Laws, which, if adversely determined, would, individually or in the aggregate, result in a Tahoe Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Arrangement. Neither Tahoe nor any of its subsidiaries nor their respective assets or properties is subject to any outstanding judgement, order, writ, injunction or decree which, individually or in the aggregate, would result in a Tahoe Material Adverse Effect or which would prevent or materially delay consummation of the transactions contemplated by this Agreement or the Arrangement.

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(t)

Taxes.

(i)

Tahoe and each of its subsidiaries has timely filed all material Returns required to be filed by them prior to the date of this Agreement, and all such Returns are complete and correct in all material respects;

(ii)

No material penalty has been imposed on Tahoe or any of its subsidiaries for failing to duly and timely comply with all permanent and transactional informational regimes and other formal duties required by Law;

(iii)

Tahoe and each of its subsidiaries has paid on a timely basis all Taxes which are due and payable, all assessments and reassessments of Taxes, and all other Taxes due and payable by them on or before the date of this Agreement, other than those which are not material or which are being or have been contested in good faith and in respect of which reserves have been provided in the Tahoe Financial Statements;

(iv)

None of Tahoe or any of its subsidiaries has been notified or has knowledge of any pending audits, examinations, investigations or other proceedings in respect of any material Taxes at any level of government (including federal, provincial, state, regional, municipal or local level);

(v)

No deficiencies, administrative or judicial litigation, proposed adjustments or matters in controversy exist or have been asserted with respect to Taxes of Tahoe or any of its subsidiaries which are material, and neither Tahoe nor any of its subsidiaries is a party to any action or proceeding for assessment or collection of Taxes which are material and no such event has been asserted or, to the knowledge of Tahoe, threatened against Tahoe or any of its subsidiaries or any of their respective assets;

(vi)

To the knowledge of Tahoe, no claim has been made by any Governmental Entity in a jurisdiction where Tahoe and any of its subsidiaries does not file Returns that Tahoe or any of its subsidiaries is or may be subject to Tax by that jurisdiction;

(vii)

To the knowledge of Tahoe, no tax enforcement proceedings are currently initiated against Tahoe or any of its subsidiaries for failing to timely pay Taxes reported in any Returns;

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(viii)

To the knowledge of Tahoe, there are no material Liens in respect of Taxes (other than in respect of Taxes not yet due and payable) upon any of the assets of Tahoe or any of its subsidiaries;

(ix)

Tahoe and each of its subsidiaries has withheld or collected all material amounts required to be withheld or collected by it on account of Taxes of their own or in respect of payments to third parties and has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so;

(x)

There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from Tahoe or any of its subsidiaries for any taxable period and no request for any such waiver or extension is currently pending;

(xi)

Tahoe and each of its subsidiaries has included in the Data Room Information correct and complete copies of all material Returns, and material ancillary documents, for which the applicable statutory periods of limitations have not expired;

(xii)

The tax attributes of the assets of Tahoe and each of its subsidiaries and the amount of the tax loss carry-forwards of Tahoe and each of its subsidiaries are accurately reflected in all material respects in the Returns of Tahoe and each of its subsidiaries, as applicable, and have not materially and adversely changed since the date of such Returns;

(xiii)

Except to the extent permissible by Law, none of Tahoe and any of its subsidiaries has been involved in any corporate, commercial or other arrangement or structure for the purpose of avoiding the payment of any material amount of Taxes, and has not taken advantage of any amnesty regarding Taxes;

(xiv)

No material payments are due or will become due by Tahoe or any of its subsidiaries pursuant to any Tax indemnification agreements made in connection with a sale of shares, sale transfer or swap of assets or any kind of past or future commercial or corporate transaction;

(xv)

Tahoe and each of its subsidiaries has duly and timely collected all amounts on account of any sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted in all material respects to the appropriate Governmental Entity any such amounts required by Law to be remitted by it;

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(xvi)

Tahoe and each of its subsidiaries carrying on business in Canada is duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to the goods and services tax and harmonized sales tax and any provincial sales tax equivalent;

(xvii)

Neither Tahoe nor any of its subsidiaries have ever, directly or indirectly, transferred any property to, or supplied any services to, or acquired any property or services from a non-resident of Canada (within the meaning of the Tax Act) with whom they were not dealing at arm’s length (within the meaning of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of transfer, supply or acquisition of the property or services;

(xviii)

There are no circumstances in which Tahoe or any of its subsidiaries could be liable under section 160 of the Tax Act for the Taxes of another person;

(xix)

There are no circumstances existing, to the knowledge of Tahoe, which would result in the application of section 78 or sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial Law, to Tahoe or any of its subsidiaries;

(xx)

All foreign accrual property income, as that term is defined in section 95 of the Tax Act, of any controlled foreign affiliate, as that term is defined in section 95 of the Tax Act, of Tahoe has been reported as required in the relevant Return of Tahoe and/or the relevant Canadian subsidiary of Tahoe; and

(xxi)

Schedule 3.1(t)(xxi) of the Tahoe Disclosure Letter includes a complete and accurate list of certain specific Tax attributes of Tahoe and its subsidiaries.

(u)

Property.

(i)

The Tahoe Concessions are the only mineral tenures that Tahoe or any of its subsidiaries have any legal or equitable interest in and that are required to conduct Tahoe’s or any of the Tahoe Material Subsidiaries’ business as now conducted or, in the case of the Escobal Project, as proposed to be conducted in the technical report entitled “NI 43-101 Feasibility Study Escobal Mine Guatemala” dated November 5, 2014 with an effective date of November 5, 2014 and prepared by Xxxxxx X. Xxxx, P.E., Xxxxxx X. Xxxxxxxx, P.E., Xxxxxx Xxxx, P.E., Xxxx Xxxxx, C.P.G., Xxxxxxx Xxxxxxxx, P.E. and Xxxx Xxxxxxxx, P.E.

(ii)

The Tahoe Lands are the only interests in real property (other than the Tahoe Concessions and the Tahoe Office Leases) that are required to conduct Tahoe’s or any of the Tahoe Material Subsidiaries’ business as now conducted.

(iii)

Each of the Tahoe Concessions and Tahoe Lands is in good standing in all material respects and is held by Tahoe or one of the Tahoe Material Subsidiaries free and clear of all material Liens, and no person has any agreement or right to acquire an interest in such assets.

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(iv)

Tahoe or one of the Tahoe Material Subsidiaries has exclusive possession of, and the exclusive right to deal with, the Tahoe Concessions and Tahoe Lands.

(v)

There are no mineral royalty obligations, metals streaming obligations or similar obligations affecting the Tahoe Concessions or the Tahoe Lands or the production or profits therefrom and no other person has any right to acquire any interest in such obligations.

(vi)

Each Tahoe Concession has been properly filed, located, granted and recorded in compliance with applicable Laws in all material respects and are comprised of valid and subsisting mining, mineral or exploration rights.

(vii)

Any and all assessment work required to have been performed and filed in respect of the Tahoe Concessions as of the date of this Agreement has been performed and filed in all material respects.

(viii)

All material mining fees, Taxes and other payments required to have been paid in respect of the Tahoe Concessions as of the date of this Agreement have been paid.

(ix)

Any and all material filings required to have been filed in respect of the Tahoe Concessions as of the date of this Agreement have been filed.

(x)

Tahoe or its Subsidiaries have all the surface rights from landowners or Governmental Entities permitting the entry and use of land by Tahoe and such subsidiaries over which the Tahoe Concessions are located and, to the knowledge of Tahoe, there is no illegal occupation of such Tahoe Lands by any person.

(xi)

No other person has any material interest in the Tahoe Concessions or the Tahoe Lands.

(xii)

There are no back-in rights, earn-in rights, rights of first refusal, rights of first offer, option rights, royalty rights, rights of participation or similar provisions which would materially affect Tahoe’s or the Tahoe Material Subsidiaries’ interests in the Tahoe Concessions.

(xiii)

There are no adverse claims, actions, suits or proceedings pending or, to the knowledge of Tahoe, that are threatened, affecting the Tahoe Concessions or the Tahoe Lands.

(xiv)

Neither Tahoe nor the Tahoe Material Subsidiaries have received any notice, whether written or oral from any Governmental Entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke Tahoe’s or any of the Tahoe Material Subsidiaries’ material interests in the Tahoe Concessions.

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(xv)

No material dispute exists or, to the knowledge of Tahoe, is pending or threatened in connection with the ownership, access to or use of any Tahoe Concessions or Tahoe Lands between Tahoe or any of the Tahoe Material Subsidiaries and: (i) any surface landowner; (ii) other mining companies; (iii) a concessionaire of hydrocarbon rights; or (iv) any Governmental Entity.

(v)

Operational Matters. Except as would not, individually or in the aggregate, have a Tahoe Material Adverse Effect:

(i)

All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect property or asset of Tahoe or any of its subsidiaries, including the Tahoe Concessions and Tahoe Lands, have been:

(A)

duly paid;

(B)

duly performed; or

(C)

provided for prior to the date hereof;

(ii)

All costs, expenses and liabilities payable on or prior to the date hereof under the terms of any contracts and agreements to which Tahoe or any of its subsidiaries is directly or indirectly bound, have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business;

(iii)

Any and all operations of Tahoe and each of the Tahoe Material Subsidiaries and, to the knowledge of Tahoe, any and all operations by third parties, on or in respect of the assets and properties of Tahoe or any of its subsidiaries, have been conducted in a good, workmanlike and efficient manner in accordance with sound mining and other applicable Canadian mining industry standards and practices and in material compliance with applicable Laws; and

(iv)

To the knowledge of Tahoe, are no operational, geotechnical or structural issues relating to the operations on the Tahoe Concessions or Tahoe Lands.

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(w)

Mineral Reserves and Resources. Tahoe is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby. The most recent estimated proven and probable mineral reserves and indicated, measured and inferred mineral resources disclosed in the Tahoe Public Disclosure Record prior to the date of this Agreement have been prepared in accordance with accepted mining, engineering, geoscience and other applicable industry standards and in all material respects in accordance with all applicable Laws, including NI 43-101. The information provided by Tahoe to the Qualified Persons (as defined in NI 43-101) in connection with the preparation of such estimates was complete and accurate at the time such information was furnished. There has been no material reduction in the aggregate amount of the most recently estimated mineral reserves and mineral resources of Tahoe and its subsidiaries from the amounts disclosed in the Tahoe Public Disclosure Record, other than depletion from ordinary course mining operations.

(x)

Technical Reports.

(i)

The Escobal Project, La Arena Project, Shahuindo Project, Timmins West Project and the Xxxx Creek Project are the only material properties of Tahoe for the purposes of NI 43-101;

(ii)

The following technical reports prepared by or for Tahoe or its subsidiaries:

(A)

Xxxxxx Xxxx, P. Eng., Art Ibrado, PhD., P.E., Xxxxx Xxxxxx, SME-RM and Xxxxxxx Xxxxxxxx, SME-RM, entitled “Technical Report on the La Arena Project, Peru” dated February 20, 2018, with an effective date of January 1, 2018;

(B)

Xxxx Xxxxxx, P. Xxx., Xxxx Xxxxxx, P.Xxx. and Xxxxxxx Vas, P. Eng., entitled “National Instrument 43-101 Technical Report Timmins Xxxx Xxxx, Xxxxxxx, Xxxxxxx, Xxxxxx” dated September 20, 2017, with an effective date of May 15, 2017;

(C)

Xxxx Xxxxxx, P. Xxx. and Xxxxxxx Vas, P. Eng., entitled “NI 43-101 Technical Report, Updated Mineral Reserve Estimate for Xxxx Xxxxx Xxxx Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx” dated March 27, 2018, with an effective date of December 31, 2014;

(D)

Xxxx X. Xxxxxxxxx, SME Registered Member, Xxxxxxx X. Xxxxxxxx, SME Registered Member and Xxx Xxxxxxxx, FAusIMM, entitled “Technical Report on the Shahuindo Mine, Cajabamba, Peru” dated January 25, 2016 with an effective date of January 1, 2016;

(E)

Xxxx X. Xxxxxxxxx, SME Registered Member, Xxxxxx X. Xxxx, P.E. and Xxxx Xxxxx, CPG, entitled “Technical Report on the Shahuindo Heap Xxxxx Project, Cajabamba, Peru” dated November 9, 2012 with an effective date of September 26, 2012; and

(F)

Xxxxxx X. Xxxx, P.E., Xxxxxx X. Xxxxxxxx, P.E., Xxxxxx Xxxx, P.E., Xxxx Xxxxx, C.P.G., Xxxxxxx Xxxxxxxx, P.E. and Xxxx Xxxxxxxx, P.E., entitled “NI 43-101 Feasibility Study Escobal Mine Guatemala” dated November 5, 2014 with an effective date of November 5, 2014.

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(collectively, the “Technical Reports”) at the respective time of filing thereof complied in all material respects with the requirements of NI 43-101, were prepared in accordance with accepted mining, engineering, geoscience and other applicable industry standards and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(iii)

Tahoe or its corporate predecessors made available to the authors of the Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. All of the material assumptions underlying the resource estimates in the Technical Reports are reasonable and appropriate.

(iv)

There has been no change, to Tahoe’s knowledge, in mineral resources, mineral reserves or economic analysis from the Technical Reports that constitutes a material change, in relation to Tahoe or that otherwise would require the filing of a new technical report under NI 43-101.

(y)

Health and Safety.

(i)

Neither Tahoe nor any of its subsidiaries has received any demand or notice with respect to a material breach of any applicable health and safety Laws, the effect of which would be reasonably expected to materially affect operations relating to the Tahoe Projects.

(ii)

There are no claims, investigations or inquiries pending against Tahoe or any of its subsidiaries (or naming Tahoe or any of its subsidiaries as a potentially responsible party) based on material non-compliance with any applicable health and safety Laws at any of the operations relating to the Tahoe Projects.

(z)

Cultural Heritage. None of the areas covered by the Tahoe Concessions (including any constructions, remains or similar elements located on them) have been declared as a “Protected Archaeological Site” by any Governmental Entity.

(aa)

Expropriation. No written notice or proceeding in respect of the taking, condemnation or expropriation by any Governmental Entity of any material part of the property or assets of Tahoe or any of its subsidiaries, including the Tahoe Concessions and Tahoe Lands has been given or commenced, nor, to the knowledge of Tahoe, is any such proceeding or notice threatened.

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(bb)

Permits. Tahoe and each of the Tahoe Material Subsidiaries has obtained, and is in compliance with, all Permits required by applicable Laws or necessary to conduct its current business as is now being conducted, other than where non-compliance would not result in a Tahoe Material Adverse Effect. To the knowledge of Tahoe, there are no facts, events or circumstances that would reasonably be expected to result in a revocation of, or failure to renew in the ordinary course, such Permits as are necessary to conduct Tahoe’s or any of the Tahoe Material Subsidiaries’ current business as is now being conducted, except for such revocations or failure to renew which, individually or in the aggregate, would not result in a Tahoe Material Adverse Effect.

(cc)

Environmental Matters. To the knowledge of Tahoe, each of Tahoe and its subsidiaries and their respective businesses, operations, and properties:

(i)

is in compliance in all material respects with all Environmental Laws and all terms and conditions of all Environmental Permits;

(ii)

has not received any order, request or notice from any person alleging a material violation of any Environmental Law;

(iii)

(A) is not a party to any material litigation or administrative proceeding, nor to Tahoe’s knowledge is any material litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, (B) has no knowledge of any conditions existing currently which could reasonably be expected to subject it to material damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other material response by it pursuant to applicable Environmental Laws; and (C) is not subject to any material judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a material matter arising under any Environmental Laws; and

(iv)

is not involved in operations and does not know of any facts, circumstances or conditions, including the release of any Hazardous Substance that would reasonably be expected to result in any material Environmental Liabilities.

(dd)

Employee Benefits.

(i)

Tahoe and each of its subsidiaries has complied, in all material respects, with the terms of all agreements, health, welfare, supplemental unemployment benefit, bonus, incentive, profit sharing, deferred compensation, stock purchase, stock compensation, stock option, share appreciation rights, disability, pension or retirement plans and other employee compensation or benefit plans, policies, arrangements, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, insured or uninsured which are maintained by or binding upon Tahoe or any of its subsidiaries or in respect of which Tahoe or any of its subsidiaries has any actual or potential liability (collectively, the “Tahoe Benefit Plans”) and with all applicable Laws and collective bargaining agreements relating thereto and neither Tahoe nor any of its subsidiaries has any material liability under the Tahoe Benefit Plans.

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(ii)

Schedule 3.1(dd) of the Tahoe Disclosure Letter sets forth a complete and correct list of the Tahoe Benefit Plans. Current and complete copies of all written Tahoe Benefit Plans as amended to date have been included in the Data Room Information.

(ee)

Labour and Employment.

(i)

Except for those (i) employment contracts with salaried employees of Tahoe or any of the Tahoe Material Subsidiaries and (ii) contracts with contractors of Tahoe and any of the Tahoe Material Subsidiaries identified in Schedule 3.1(ee) of the Tahoe Disclosure Letter, there are no written or oral contracts of employment entered into with any such employees or contractors. Except as identified in identified in Schedule 3.1(ee) of the Tahoe Disclosure Letter, no employee, contractor, officer or director of Tahoe or any of its subsidiaries is party to a change of control, severance, termination, golden parachute or similar agreement or provision or would receive under such agreement or provision as a result of the Arrangement:

(A)

any payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) or increase any benefits otherwise payable;

(B)

any increase in the rate of, or acceleration of the time of payment or vesting of, wages, salaries, commissions, bonuses, incentive compensation or other remuneration, severance entitlement, or benefits otherwise payable; or

(C)

result in the acceleration of the time of payment or vesting of any benefits or entitlements otherwise available pursuant to any Tahoe Benefit Plan.

(ii)

Except as disclosed in Schedule 3.1(ee) of the Tahoe Disclosure Letter, neither Tahoe nor any of its subsidiaries is subject to any collective agreement, either directly or by operation of law, with any trade union or association which may qualify as a trade union. There are no outstanding labour tribunal (administrative or judicial) proceedings of any kind related to any labour or employment obligation under any applicable Laws, including unfair labour practice proceedings or any proceedings which could result in certification of a trade union as bargaining agent for any employees of Tahoe or any of its subsidiaries. No material claim relating to termination of employment with Tahoe or its subsidiaries is pending or, to the knowledge of Tahoe, threatened. To the knowledge of Tahoe, there are no threatened or apparent union organizing activities involving employees of Tahoe or any of its subsidiaries nor is Tahoe or any of its subsidiaries currently negotiating any collective agreement.

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(iii)

No labour strike, lock-out, slowdown or work stoppage is pending against or directly affecting Tahoe or any of its facilities.

(iv)

All amounts due or accrued for all salary, wages, commissions, bonuses, vacation pay and benefits under the Tahoe Benefit Plans to the employees and contractors of Tahoe and its subsidiaries for the period up to September 30, 2018 have either been paid or are accurately reflected in Tahoe’s financial books and records.

(v)

Neither Tahoe nor any of its subsidiaries currently sponsors, maintains, contributes to or has any liability under, nor has ever sponsored, maintained, contributed to or incurred any liability under a “registered pension plan” or a “retirement compensation arrangement”, each as defined under the Tax Act, a “pension plan” as defined under applicable pension benefits standards legislation, or any other plan organized and administered to provide pensions for employees or former employees of Tahoe or any of its subsidiaries.

(vi)

Each of Tahoe and its subsidiaries is in compliance with all material terms and conditions of employment and all Laws respecting employment, including pay equity, wages, hours of work, overtime, occupational health and safety, workers compensation, human rights and privacy. To the knowledge of Tahoe, neither Tahoe nor any of its subsidiaries is subject to any outstanding or pending grievance, complaint, investigation, order, claim of wrongful dismissal, constructive dismissal, unfair labour practice, human rights violation or any other similar dispute relating to employment or termination of employment or relationships with employees, consultants or independent contractors and there is no basis for such grievance, complaint, investigation, order or claim. No event has occurred that, with the notice or lapse of time or both, would constitute a breach, violation or default of such terms and conditions of employment and Laws by Tahoe or any of its subsidiaries.

(vii)

Tahoe and its subsidiaries have withheld from each payment made to any of its present or former employees, contractors, officers or directors, or to other persons, all amounts required by Law to be withheld by it on account of income taxes, pension plan contributions, employment insurance premiums, employer health taxes, workers compensation and similar taxes and levies, and has remitted such withheld amounts within the required time to the appropriate Governmental Entity.

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(ff)

Compliance with Laws. Tahoe and its subsidiaries have complied in all material respects with and are not in violation in any material respect of any applicable Laws, other than non-compliance or violations which would not, individually or in the aggregate, result in a Tahoe Material Adverse Effect or which would prevent or materially delay consummation of the transactions contemplated by this Agreement or the Arrangement.

(gg)

Winding Up. No order has been made, petition presented or meeting convened for the purpose of winding up of Tahoe or any of its subsidiaries, or for the appointment of any provisional liquidator or in relation to any other process whereby the business is terminated and the assets of Tahoe or any of its subsidiaries are distributed amongst the creditors, shareholders or other contributors, and there are no proceedings under any applicable insolvency, bankruptcy, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable Laws, would be reasonably likely to justify any such cases or proceedings.

(hh)

Administration and Receivership. To the knowledge of Tahoe, no person has taken any step, legal proceeding or other procedure with a view to the appointment of an administrator, whether out of court or otherwise, in relation to Tahoe or any of its subsidiaries, and no receiver (including any administrative receiver) has been appointed in respect of the whole or any part of any of the property, assets or undertaking of Tahoe or any of its subsidiaries nor has any such order been made (including, in any relevant jurisdiction, any other order by which, during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed by any Governmental Entity).

(ii)

Voluntary Arrangement, Etc. Neither Tahoe nor any of the Tahoe Material Subsidiaries has made any voluntary arrangement with any of its creditors or is insolvent or unable to pay its debts as they fall due.

(jj)

Related Party Transactions. Other than among Tahoe and its subsidiaries, there are no Contracts or other transactions currently in place between Tahoe or any of its subsidiaries, on the one hand, and, on the other hand: (i) any Tahoe Shareholder of record or, to the knowledge of Tahoe, beneficial owner of five percent (5%) or more of the Tahoe Shares; (ii) any officer or director of Tahoe or any of its subsidiaries; or (iii) to the knowledge of Tahoe, any affiliate or associate of any such, officer, director, Tahoe Shareholder of record or beneficial owner.

(kk)

Registration Rights. No Tahoe Shareholder has any right to compel Tahoe to register or otherwise qualify the Tahoe Shares (or any of them) for public sale or distribution.

(ll)

Restrictions on Business Activities. There is no arbitral award, judgment, injunction, order or decree binding upon Tahoe or any of the Tahoe Material Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing in any material respect (i) any business practice, (ii) any acquisition or disposition of property, or (iii) the conduct of the business, as currently conducted.

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(mm)

Shareholder Rights Plan. There is no shareholder rights plan, “poison pill”, anti-takeover plan, or similar arrangement in effect to which Tahoe or any of its subsidiaries is subject, party to or otherwise bound.

(nn)

Relationships with Suppliers. Tahoe has not received any written (or to the knowledge of Tahoe other) notice that any supplier whose services, if discontinued or withheld, would be reasonably expected to materially affect operations relating to any of the Tahoe Projects, intends to cancel, terminate or otherwise modify or not renew its relationship with Tahoe or the Tahoe Material Subsidiaries.

(oo)

Brokers. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Tahoe, other than the Tahoe Financial Advisors, the fees and expenses of which are as set forth in their engagement letters (true and complete copies of which has been provided to Pan American).

(pp)

Insurance. Tahoe and its subsidiaries have in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development. All such policies of insurance as are listed in Schedule 3.1(mm) of the Tahoe Disclosure Letter. All insurance maintained by or in respect of Tahoe or any of its subsidiaries is in full force and effect and in good standing and Tahoe will use reasonable commercial efforts to keep them in full force and effect or renew them as appropriate through the Effective Date. Neither Tahoe nor any of its subsidiaries is in default, whether as to payment of premium or otherwise, under the terms of any such insurance nor has Tahoe or any of its subsidiaries failed to give any notice or present any material claim under any such insurance in a due and timely fashion or received notice or otherwise become aware of any intent of an insurer to either claim any default on the part of Tahoe or any of its subsidiaries or not to renew any policy of insurance on its expiry or to increase any deductible or cost.

(qq)

Data Room. All Data Room Information provided by Tahoe to Pan American was accurate and complete in all material respects as at its respective date as stated therein, or, if any Data Room Information is undated, as of the date of its delivery to the Data Room Information website. Additionally, all information provided to Pan American in relation to Pan American’s due diligence requests, including information not provided in the Data Room Information, is accurate and complete in all material respects as at its respective date as stated therein. There has been no change to the Data Room Information or any other information provided to Pan American since the date posted to the Data Room Information website or provided to Pan American, as the case may be, that is material to Tahoe, except as has been disclosed in the Tahoe Public Disclosure Record or in a more recently posted document in the Data Room Information or other information provided to Pan American.

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(rr)

Corrupt Practices Legislation.

(i)

Neither Tahoe nor any of its subsidiaries, nor, to Tahoe’s knowledge, any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Tahoe or any of its subsidiaries has offered or given, and Tahoe is not aware of or does not have any knowledge of any person that has offered or given on its behalf, anything of value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the purpose of any of the following:

(A)

influencing any action or decision of such person, in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage for Tahoe or any of its subsidiaries in the course of business;

(B)

inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist Tahoe or any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an advantage in the course of business; or

(C)

where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist Tahoe or the subsidiary in obtaining or retaining business for, with, or directing business to, any person.

(ii)

There have been no actions taken by Tahoe, any of its subsidiaries or, to the knowledge of Tahoe, by any persons on behalf of Tahoe or any of its subsidiaries, that would cause Tahoe or its subsidiaries or such persons to be in violation of the Corruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (United States) (collectively, the “Corruption Acts”) or any similar legislation in any jurisdiction in which Tahoe or any of its subsidiaries conduct their business and to which Tahoe or any of its subsidiaries may be subject.

(iii)

The financial records of Tahoe and its subsidiaries have at all times been maintained in compliance with the Corruption Acts.

(iv)

There are no proceedings or investigations under the Corruption Acts or any similar legislation in any jurisdiction in which Tahoe and its subsidiaries conduct their business pending against Tahoe or any of its subsidiaries, nor any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Tahoe or any of its subsidiaries, or to the knowledge of Tahoe, threatened against or affecting, Tahoe or any of its subsidiaries or any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Tahoe or any of its subsidiaries.

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(ss)

Anti-Money Laundering. The operations of Tahoe and its subsidiaries are in material compliance with the financial record-keeping and reporting requirements of the anti-money laundering and anti-terrorism statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entities to which Tahoe or the subsidiary is subject, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the “Money Laundering Laws”), and no action, suit, proceeding, investigation or notice by, before or from any Governmental Entity involving Tahoe or any of its subsidiaries with respect to the Money Laundering Laws is pending.

(tt)

NGOs and Community Groups. No material dispute between Tahoe or any of its subsidiaries and any non-governmental organization, community, community group, First Nations, aboriginal or indigenous peoples or aboriginal or indigenous group exists or, to the knowledge of Tahoe, is threatened with respect to any of Tahoe’s or any of its subsidiaries’ properties or operations. Tahoe has provided Pan American and Pan American’s representatives with full and complete access to all material correspondence received by Tahoe, its subsidiaries or their representatives from any non-governmental organization, community, community group, First Nations, aboriginal or indigenous peoples or aboriginal or indigenous group.

(uu)

Investment Canada Act. Tahoe and its subsidiaries do not carry on a “cultural business” as defined in the Investment Canada Act.

(vv)

Sufficient Funds Available. Tahoe has sufficient funds available, or has made adequate arrangements for financing to ensure that it will have sufficient funds to pay (i) prior to the Effective Time, all transaction costs, all payments required pursuant to change of control provisions, all of Tahoe’s remaining forecast commitments as set forth in the Tahoe Disclosure Letter, all additional remaining accounts payable and current liabilities of Tahoe and its subsidiaries, as determined in accordance with IFRS at the Effective Time; and (ii) prior to the Effective Time the capital expenditures set out in Schedule 3.1(ww) of the Tahoe Disclosure Letter.

(ww)

Foreign Private Issuer. Tahoe is a “foreign private issuer” within the meaning of Rule 3b-4 under the U.S. Exchange Act.

(xx)

Not an Investment Company. Tahoe is not registered or required to be registered as an “investment company” within the meaning of the U.S. Investment Company Act.

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(yy)

HSR. Tahoe (and all entities “controlled by” Tahoe for purposes of the U.S. Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended) does not hold assets located in the United States with a fair market value of greater than US$84.4 million and has not made aggregate sales in or into the United States of over US$84.4 million in its most recent fiscal year.

(zz)

Ownership of Pan American Shares or other Securities. Neither Tahoe nor any of its affiliates own any Pan American Shares or any other securities of Pan American.

3.2

Survival of Representations and Warranties

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

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PAN AMERICAN

4.1

Representations and Warranties

Pan American hereby represents and warrants to and in favour of Tahoe as follows, except to the extent that such representations and warranties are qualified by the Pan American Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), and acknowledges that Tahoe is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a)

Board Recommendation. The Pan American Board, after consultation with its financial and legal advisors, has determined unanimously that the Plan of Arrangement is fair to the Pan American Shareholders and is in the best interests of Pan American and has resolved unanimously to recommend to the Pan American Shareholders that they vote in favour of the Pan American Resolutions (the “Pan American Board Recommendation”).

(b)

Fairness Opinions. The Pan American Board has received oral opinions of the Pan American Financial Advisors, which opinions have not been modified, amended, qualified or withdrawn, to the effect that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be paid by Pan American pursuant to the Arrangement Agreement is fair, from a financial point of view, to Pan American (the “Pan American Fairness Opinions”).

(c)

Organization and Qualification. Pan American and each of the Pan American Material Subsidiaries is a corporation duly incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. Pan American and each of the Pan American Material Subsidiaries is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties and assets owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so registered or in good standing would not reasonably be expected to have a Tahoe Material Adverse Effect.

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(d)

Authority Relative to this Agreement. Pan American has the requisite corporate power and capacity to enter into this Agreement and the Rights Indenture and (subject to obtaining approval of the Pan American Shareholders to the Pan American Resolutions) to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Rights Indenture by Pan American and the performance by Pan American of its obligations under this Agreement and the Rights Indenture have been duly authorized by the Pan American Board and no other corporate proceedings on the part of Pan American are necessary to authorize the execution and delivery of this Agreement, the Rights Indenture, or the performance by Pan American of its obligations under this Agreement, the Rights Indenture or the Arrangement pursuant to the Plan of Arrangement, other than approval of the Pan American Board of the Pan American Circular and approval of the Pan American Resolutions by Pan American Shareholders. This Agreement has been duly executed and delivered by Pan American and constitutes a legal, valid and binding obligation of Pan American, enforceable against Pan American in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, may be granted only in the discretion of a court of competent jurisdiction.

(e)

No Violations. None of the execution and delivery of this Agreement or the Rights Indenture by Pan American, the completion of the Arrangement pursuant to the Plan of Arrangement, or compliance by Pan American or any of its subsidiaries with any of the provisions hereof will:

(i)

violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any provision of, or require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in a right of termination or acceleration under, or result in the creation of any Lien upon, any of the properties or assets of Pan American or any of the Pan American Material Subsidiaries, or result in any material restriction, hindrance, impairment or limitation on the ability of Pan American or any of the Pan American Material Subsidiaries to conduct their business as and where it is now being conducted, or cause any payment or other obligation to be imposed on Pan American or any of the Pan American Material Subsidiaries, under any of the terms, conditions or provisions of:

(A)

their respective notice of articles, articles or other comparable constating documents;

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(B)

any note, bond, mortgage, indenture, loan agreement or deed of trust to which Pan American or any of the Pan American Material Subsidiaries is a party or any Pan American Material Contract; or

(ii)

subject to obtaining the Key Regulatory Approvals and the Canadian Competition Approval:

(A)

result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Law applicable to Pan American or any of its subsidiaries or any of their respective properties or assets; or

(B)

cause the suspension or revocation of any Permit currently in effect in respect of Pan American or any of its subsidiaries;

(iii)

give rise to any rights of first refusal or trigger any change in control provisions or any restrictions or limitation under any such note, bond, mortgage, indenture, loan agreement, deed of trust to which Pan American or any of the Pan American Material Subsidiaries is a party, any Pan American Material Contract or under any Permit held by Pan American or any of the Pan American Material Subsidiaries, or

(iv)

result in the imposition of any Lien upon any property or assets of Pan American or any of its subsidiaries.

(f)

Capitalization. The authorized share capital of Pan American consists of 200,000,000 of Pan American Shares (of which Pan American Shareholders will be asked to approve an increase at the Pan American Meeting). As of the close of business on November 13, 2018, there are issued and outstanding 153,318,737 Pan American Shares. In addition, as of the close of business on November 13, 2018, an aggregate of 789,628 Pan American Shares are issuable upon the conversion of Pan American Options, and 240,565 Pan American RSUs were outstanding. Except as disclosed above, there are no options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Pan American of any securities of Pan American (including Pan American Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Pan American (including Pan American Shares) or subsidiaries of Pan American. All outstanding Pan American Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Pan American Shares issuable upon the exercise of Pan American Options or vesting of Pan American RSUs in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable. Other than Pan American Shares, there are no securities of Pan American or of any of its subsidiaries outstanding which have the right to vote generally (or, other than the Pan American Options and Pan American RSUs, are convertible into, or exchangeable or exercisable for, or may vest into, securities having the right to vote generally) with the Pan American Shareholders on any matter. There are no outstanding contractual or other obligations of Pan American to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of its material subsidiary. There are no outstanding bonds, debentures or other evidences of indebtedness of Pan American or any in its subsidiaries having the right to vote with the Pan American Shareholders on any matters.

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(g)

Shareholder and Similar Agreements. Pan American is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of Pan American.

(h)

Reporting Status and Securities Laws Matters. Pan American is a “reporting issuer” and is not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws in all of the provinces and territories of Canada. The Pan American Shares are registered under Section 12(b) of the U.S. Exchange Act and Pan American is in compliance in all material respects with applicable Securities Laws in the United States. No delisting, suspension of trading in or cease trading order with respect to any securities of Pan American and, to the knowledge of Pan American, no inquiry or investigation (formal or informal) of Pan American or the Pan American Disclosure Record by any Securities Authority or the SEC, is in effect or ongoing or, to the knowledge of Pan American, threatened or expected to be implemented or undertaken. The Pan American Shares are listed and posted for trading on the TSX and the Nasdaq. Pan American is in compliance with applicable requirements of the TSX and the Nasdaq, except where non-compliance would not result in a Pan American Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Arrangement.

(i)

Ownership of Subsidiaries. The only material subsidiaries of Pan American are the Pan American Material Subsidiaries. All of the issued and outstanding shares of capital stock and other ownership interests in each of the Pan American Material Subsidiaries are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests are legally and beneficially owned, directly or indirectly, by Pan American free and clear of all Liens, and, other than rights held by Pan American or other Pan American subsidiaries, there are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into, or exchangeable or exercisable for, any such shares of capital stock or other ownership interests in or material assets or properties of each of the Pan American Material Subsidiaries. There are no contracts, commitments, agreements, understandings, arrangements or restrictions which require any of the Pan American Material Subsidiaries to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into, or exchangeable or exercisable for, any shares of its share capital or other ownership interests. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) providing to any third party the right to acquire any shares or other ownership interests in any of the Pan American Material Subsidiaries.

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(j)

Key Regulatory Approvals. Other than the Key Regulatory Approvals and filings with the Securities Authorities, the SEC, the Canadian Competition Approval, the TSX and Nasdaq, there are no approvals required from, or notices required to be given to, any Governmental Entity which would prevent or materially delay consummation by Pan American of the transactions contemplated by this Agreement and the Arrangement.

(k)

Consents. There are no consents or waivers required from any party under any Pan American Material Contract to which Pan American or its subsidiaries are a party in order for Pan American to proceed with the completion of the transactions contemplated by this Agreement and the Arrangement.

(l)

Public Filings. Pan American has filed or furnished, as applicable, all documents in the Pan American Public Disclosure Record required to be filed or furnished by it in accordance with applicable Securities Laws or the requirements of the TSX and the Nasdaq. All such documents and information comprising the Pan American Public Disclosure Record, as of their respective dates (and the dates of any amendments thereto), (1) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (2) complied in all material respects with the requirements of applicable Securities Laws and the applicable policies of the TSX and the Nasdaq relating to continuous disclosure requirements. Pan American has not filed any confidential material change report with any Securities Authorities that at the date of this Agreement, remains confidential. Since January 1, 2016 there has been no change in a material fact or a material change (as those terms are defined under the Securities Act) in relation to Pan American, except for changes in material facts or material changes that are reflected in a subsequently filed document included in the Pan American Public Disclosure Record.

(m)

Pan American Financial Statements.

(i)

Pan American’s audited financial statements as at and for the financial years ended December 31, 2017 and December 31, 2016 (including the notes thereto and the report of the auditors thereon) and Pan American’s unaudited interim financial statements as at and for the three and nine month periods ended September 30, 2018 (including the notes thereto) (collectively the “Pan American Financial Statements”) were prepared in accordance with IFRS consistently applied and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Pan American and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period end adjustments) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Pan American and its subsidiaries on a consolidated basis. There has been no material change in Pan American’s accounting policies since December 31, 2017 except as disclosed in the Pan American Public Disclosure Record or as required by IFRS.

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(ii)

The management of Pan American has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Pan American in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified in such Laws imposed by such Governmental Entities. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Pan American in its annual filings, interim filings or other reports filed or submitted under the applicable Laws imposed by Governmental Entities is accumulated and communicated to Pan American’s management, including its chief executive officer and chief financial officer (or persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure.

(iii)

Pan American maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Pan American and its subsidiaries; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of Pan American and its subsidiaries are being made only with authorizations of management and directors of Pan American and its subsidiaries, as applicable; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Pan American or its subsidiaries that could have a material effect on its financial statements.

(iv)

To the knowledge of Pan American: (a) there are no material weaknesses in the design and implementation or maintenance of its internal control over financial reporting of Pan American that are reasonably likely to adversely affect the ability of Pan American to record, process, summarize and report financial information; and (b) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Pan American.

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(v)

Since December 31, 2017, neither Pan American nor any of its subsidiaries nor, to Pan American’s knowledge, any director, officer, employee, auditor, accountant or representative of Pan American or any of its subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Pan American or any of its subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Pan American or any of its subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Pan American Board.

(n)

Books and Records. The financial books, records and accounts of Pan American and its subsidiaries, in all material respects: (i) have been maintained, in the case of Pan American in accordance with IFRS, and in the case of its subsidiaries in accordance with generally accepted accounting principles of their respective governing jurisdictions, (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of Pan American and its subsidiaries and (iii) accurately and fairly reflect the basis for the Pan American Financial Statements. The corporate records and minute books for each of Pan American and its subsidiaries contain, in all material respects, complete and accurate minutes of all meetings and resolutions of the directors and shareholders of Pan American and each of its subsidiaries held and/or passed, as applicable, since their incorporation, amalgamation or acquisition by Pan American, as the case may be.

(o)

No Undisclosed Liabilities. Other than as disclosed in the most recent Pan American Financial Statements filed, or furnished, as applicable, on SEDAR and XXXXX, as incurred in the ordinary course of business since the date of such financial statements, as disclosed in this Agreement, or inter-company indebtedness, liabilities and guarantees among Pan American and its subsidiaries, Pan American and its subsidiaries have no outstanding material indebtedness or material liabilities and are not party to or bound by any material suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the material obligations, liabilities or indebtedness of any person.

(p)

No Pan American Material Adverse Effect. Since December 31, 2017, except as disclosed in the Pan American Public Disclosure Record prior to the date of this Agreement, there has been no Pan American Material Adverse Effect and no effect, change, development, event or occurrence that would, individually or in the aggregate, reasonably be expected to cause a Pan American Material Adverse Effect.

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(q)

Litigation. There are no Proceedings pending or, to the knowledge of Pan American, threatened affecting Pan American or any of its subsidiaries or affecting any of the Pan American Concessions, property or assets at law or in equity, including matters arising under Environmental Laws, which, if adversely determined, would, individually or in the aggregate, result in a Pan American Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Arrangement. Neither Pan American nor any of its subsidiaries nor their respective assets or properties is subject to any outstanding judgement, order, writ, injunction or decree which, individually or in the aggregate, would result in a Pan American Material Adverse Effect or which would prevent or materially delay consummation of the transactions contemplated by this Agreement or the Arrangement.

(r)

Taxes.

(i)

Pan American and each of its subsidiaries has timely filed all material Returns required to be filed by them prior to the date of this Agreement, and all such Returns are complete and correct in all material respects.

(ii)

No material penalty has been imposed on Pan American or any of its subsidiaries for failing to duly and timely comply with all permanent and transactional informational regimes and other formal duties required by Law.

(iii)

Pan American and each of its subsidiaries has paid on a timely basis all Taxes which are due and payable, all assessments and reassessments of Taxes, and all other Taxes due and payable by them on or before the date of this Agreement, other than those which are not material or which are being or have been contested in good faith and in respect of which reserves have been provided in the Pan American Financial Statements.

(iv)

None of Pan American or any of its subsidiaries has been notified or has knowledge of any pending audits, examinations, investigations or other proceedings in respect of any material Taxes at any level of government (including federal, provincial, state, regional, municipal or local level).

(v)

No deficiencies, administrative or judicial litigation, proposed adjustments or matters in controversy exist or have been asserted with respect to Taxes of Pan American or any of its subsidiaries which are material, and neither Pan American nor any of its subsidiaries is a party to any action or proceeding for assessment or collection of Taxes which are material and no such event has been asserted or, to the knowledge of Pan American, threatened against Pan American or any of its subsidiaries or any of their respective assets.

(vi)

To the knowledge of Pan American, no claim has been made by any Governmental Entity in a jurisdiction where Pan American and any of its subsidiaries does not file Returns that Pan American or any of its subsidiaries is or may be subject to Tax by that jurisdiction in any material respect.

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(vii)

To the knowledge of Pan American, no tax enforcement proceedings are currently initiated against Pan American or any of its subsidiaries for failing to timely pay Taxes reported in any Returns.

(viii)

To the knowledge of Pan American, there are no material Liens in respect of Taxes (other than in respect of Taxes not yet due and payable) upon any of the assets of Pan American or any of its subsidiaries.

(ix)

Pan American and each of its subsidiaries has withheld or collected all material amounts required to be withheld or collected by it on account of Taxes of their own or in respect of payments to third parties and has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so.

(x)

There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from Pan American or any of its subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.

(xi)

The tax attributes of the assets of Pan American and each of its subsidiaries and the amount of the tax loss carry-forwards of Pan American and each of its subsidiaries are accurately reflected in all material respects in the Returns of Pan American and each of its subsidiaries, as applicable, and have not materially and adversely changed since the date of such Returns.

(xii)

Except to the extent permissible by Law, none of Pan American and any of its subsidiaries has been involved in any corporate, commercial or other arrangement or structure for the purpose of avoiding the payment of any material amount Taxes, and has not taken advantage of any amnesty regarding Taxes.

(xiii)

No material payments are due or will become due by Pan American or any of its subsidiaries pursuant to any Tax indemnification agreements made in connection with a sale of shares, sale transfer or swap of assets or any kind of past or future commercial or corporate transaction.

(xiv)

Pan American and each of its subsidiaries has duly and timely collected all material amounts on account of any sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted in all material respects to the appropriate Governmental Entity any such amounts required by Law to be remitted by it.

(xv)

Pan American and each of its subsidiaries carrying on business in Canada is duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to the goods and services tax and harmonized sales tax and any provincial sales tax equivalent.

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(xvi)

Neither Pan American nor any of its subsidiaries have ever in any material respects, directly or indirectly, transferred any property to, or supplied any services to, or acquired any property or services from a non-resident of Canada (within the meaning of the Tax Act) with whom they were not dealing at arm’s length (within the meaning of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of transfer, supply or acquisition of the property or services.

(xvii)

There are no circumstances in which Pan American or any of its subsidiaries could be liable under section 160 of the Tax Act for the Taxes of another person.

(xviii)

There are no circumstances existing, to the knowledge of Pan American, which would result in the application of section 78 or sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial Law, to Pan American or any of its subsidiaries.

(s)

Property.

(i)

The Pan American Concessions are the only mineral tenures that Pan American or any of its subsidiaries have any legal or equitable interest in and that are required to conduct Pan American’s or any of the Pan American Material Subsidiaries’ business as now conducted.

(ii)

The Pan American Lands are the only interests in real property that are required to conduct Pan American’s or any of the Pan American Material Subsidiaries’ business as now conducted.

(iii)

Each of the Pan American Concessions and Pan American Lands is in good standing in all material respects and is held by Pan American or one of its subsidiaries free and clear of all material Liens, and no person has any agreement or right to acquire an interest in such assets.

(iv)

Pan American or its subsidiaries have the right in all material respects to enter upon the Pan American Lands over which the Pan American Concessions are located and, to the knowledge of Pan American, there is no illegal occupation of such Pan American Lands by any person.

(v)

There are no adverse claims, actions, suits or proceedings pending or, to the knowledge of Pan American, that are threatened, affecting or which could materially affect the title to or ownership by Pan American or its subsidiaries of, or the right to explore, the Pan American Concessions.

(vi)

Neither Pan American nor its subsidiaries have received any notice, whether written or oral from any Governmental Entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke Pan American’s or any of its subsidiaries’ material interests in the Pan American Concessions.

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(vii)

No material dispute exists or, to the knowledge of Pan American, is pending or threatened in connection with the ownership, access to or use of any Pan American Concession or Pan American Lands between Pan American or any of its subsidiaries and: (i) any surface landowner; (ii) other mining companies, or (iii) a concessionaire of hydrocarbon rights; or (iii) any Governmental Entity.

(t)

Operational Matters. Except as would not, individually or in the aggregate, be reasonably expected to result in a Pan American Material Adverse Effect:

(i)

Any and all operations of Pan American and each of the Pan American Material Subsidiaries and, to the knowledge of Pan American, any and all operations by third parties, on or in respect of the assets and properties of Pan American or any of its subsidiaries, have been conducted in a good, workmanlike and efficient manner in accordance with sound mining and other applicable Canadian mining industry standards and practices and in material compliance with applicable Laws; and

(ii)

To the knowledge of Pan American, are no operational, geotechnical or structural issues relating to the operations on the Pan American Concessions or Pan American Lands.

(u)

Mineral Reserves and Resources. Pan American is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby. The most recent estimated proven and probable mineral reserves and indicated, measured and inferred mineral resources disclosed in the Pan American Public Disclosure Record prior to the date of this Agreement, have been prepared in accordance with accepted mining, engineering, geoscience and other applicable industry standards and in all material respects in accordance with all applicable Laws, including NI 43-101. The information provided by Pan American to the Qualified Persons (as defined in NI 43-101) in connection with the preparation of such estimates was complete and accurate at the time such information was furnished. There has been no material reduction in the aggregate amount of the most recently estimated mineral reserves and mineral resources of Pan American and its subsidiaries from the amounts disclosed in the Pan American Public Disclosure Record, other than depletion from ordinary course mining operations.

(v)

Technical Reports.

(i)

The La Colorada project, Xxxxxxx project, Morococha project, Huaron project, San Xxxxxxxx project, Xxxxxxx project, Manantial-Xxxxxx project and the Navidad project are the only material properties of Pan American for the purposes of NI 43-101;

(ii)

The following technical reports prepared by or for Pan American:

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(A)

Xxxxxx Xxxxxxx, P. Eng., Xxxxxxxxxxx Xxxxxxx, FAusIMM., and Xxxxxxx Xxxxxxx, P. Eng., entitled “Technical Report for the Xxxxxxx Property, Santa Xxxx, Argentina—Pre-feasibility Study” dated January 31, 2018 with an effective date of November 30, 2017;

(B)

Xxxxxx Xxxxxxx, P. Eng., Xxxxxxxxxxx Xxxxxxx, FAusIMM., and Xxxxxxx Xxxxxxx, P. Eng., entitled “Technical Report for the Xxxxxxx Property, Chihuahua, Mexico” dated March 21, 2017 with an effective date of December 31, 2016;

(C)

Xxxxxx Xxxxxxx, P. Eng., Xxxxxxx Xxxxxxxxx, P. Geo., and Xxxxxxx Xxxxxxx, P. Eng., entitled “Technical Report for the San Xxxxxxx Property, Potosí, Bolivia” dated July 13, 2015 with an effective date of December 31, 2014;

(D)

Xxxxxx Xxxxxxx, P. Eng., Xxxxxxx Xxxxxxxxx, P. Geo., and Xxxxxxx Xxxxxxx, P. Eng., entitled “Technical Report for the Morococha Property, Yauli, Peru” dated November 12, 2014 with an effective date of June 30, 2014;

(E)

Xxxxxx Xxxxxxx, P. Eng., Xxxxxxx Xxxxxxxxx, P. Xxx., and Xxxxxxx Xxxxxxx, P. Eng., entitled “Technical Report for the Huaron Property, Pasco, Peru” dated October 29, 2014 with an effective date of June 30, 2014;

(F)

Xxxxxx Xxxxxxx, P. Eng. and Xxxxxxx Xxxxxxxxx, P. Xxx., entitled “Technical Report Preliminary Economic Analysis for the Expansion of the La Colorada Mina Zacatecas, Mexico” dated January 30, 2014 with an effective date of December 31, 2013;

(G)

Xxxxxxx X.X. Xxxxxx, P.E., P. Eng., Xxxxxx Xxxxxxx P.Eng., Xxxx Xxxxxxxx, M.M.S.A., Xxxxxxx Xxxxxxxxx, P. Geo., Xxxxxx X. Xxxxxxxx, P.E. and Xxxxxx De Xxxx, P.Xxx, entitled “Pan American Silver Corp.: Navidad Project, Chubut Province, Argentina: Preliminary Assessment” dated January 14, 2011; and

(H)

Xxxxxxx Xxxxxxxxx, P. Geo, entitled “Manantial-Xxxxxx Project Canadian Xxxxxxxx XX 00-000, Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxx” dated March 16, 2006,

(collectively, the “Pan American Technical Reports”) at the respective time of filing thereof complied in all material respects with the requirements of NI 43-101, were prepared in accordance with accepted mining, engineering, geoscience and other applicable industry standards and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

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(iii)

Pan American or its corporate predecessors made available to the authors of the Pan American Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none such information contained any misrepresentation at the time such information was so provided. All of the material assumptions underlying the resource estimates in the Pan American Technical Reports are reasonable and appropriate.

(iv)

There has been no change, to Pan American’s knowledge, in mineral resources, mineral reserves or economic analysis from the Pan American Technical Reports that constitutes a material change in relation to Pan American or that otherwise would require the filing of a new technical report under NI 43-101.

(w)

Expropriation. No written notice or proceeding in respect of the taking, condemnation or expropriation by any Governmental Entity of any material part of the property or assets of Pan American or any of its subsidiaries, including the Pan American Concessions and Pan American Lands, has been given or commenced, nor, to the knowledge of Pan American, is any such proceeding or notice threatened.

(x)

Permits. Each of Pan American and its subsidiaries has obtained, and is in compliance with, all Permits required by applicable Laws, other than Permits with which non-compliance with would not result in a Pan American Material Adverse Effect, or necessary to conduct its current business as is now being conducted, other than Permits which non-compliance with would not result in a Pan American Material Adverse Effect. To the knowledge of Pan American, there are no facts, events or circumstances that would reasonably be expected to result in a revocation of, or failure to renew in the ordinary course, such Permits as are necessary to conduct Pan American’s or its subsidiaries’ current business as is now being conducted, except for such revocations or failure to renew which, individually or in the aggregate, would not result in a Pan American Material Adverse Effect.

(y)

Environmental Matters. To the knowledge of Pan American, each of Pan American and its subsidiaries and their respective businesses, operations, and properties:

(i)

is in compliance in all material respects with all Environmental Laws and all terms and conditions of all Environmental Permits;

(ii)

has not received any order, request or notice from any person alleging a material violation of any Environmental Law;

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(iii)

(A) is not a party to any material litigation or administrative proceeding, nor to Pan American’s knowledge is any material litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, (B) has no knowledge of any conditions existing currently which could reasonably be expected to subject it to material damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other material response by it pursuant to applicable Environmental Laws; and (C) is not subject to any material judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a material matter arising under any Environmental Laws; and

(iv)

(z)

Health and Safety. There are no material claims, investigations or inquiries pending against Pan American or any of its subsidiaries (or naming Pan American or any of its subsidiaries as a potentially responsible party) based on non-compliance with any applicable health and safety Laws at any of the operations relating to the Pan American Mines.

(aa)

Cultural Heritage. None of the areas covered by the Pan American Mines (including any constructions, remains or similar elements located on them) have been declared as a “Protected Archaeological Site” by any Governmental Entity.

(bb)

Labour and Employment. No labour strike, lock-out, slowdown or work stoppage is pending against or directly affecting Pan American or any of its facilities.

(cc)

Compliance with Laws. Pan American and its subsidiaries have complied in all material respects with and are not in violation in any material respect of any applicable Laws, other than non-compliance or violations which would not, individually or in the aggregate, result in a Pan American Material Adverse Effect or which would prevent or materially delay consummation of the transactions contemplated by this Agreement or the Arrangement.

(dd)

Winding Up. No order has been made, petition presented or meeting convened for the purpose of winding up of Pan American or any of its subsidiaries, or for the appointment of any provisional liquidator or in relation to any other process whereby the business is terminated and the assets of Pan American or any of its subsidiaries are distributed amongst the creditors, shareholders or other contributors, and there are no proceedings under any applicable insolvency, bankruptcy, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable Laws, would be reasonably likely to justify any such cases or proceedings, that would, individually or in the aggregate, reasonably be expected to cause a Pan American Material Adverse Effect.

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(ee)

Administration and Receivership. To the knowledge of Pan American, no person has taken any step, legal proceeding or other procedure with a view to the appointment of an administrator, whether out of court or otherwise, in relation to Pan American or any of its subsidiaries, and no receiver (including any administrative receiver) has been appointed in respect of the whole or any part of any of the property, assets or undertaking of Pan American or any of its subsidiaries nor has any such order been made (including, in any relevant jurisdiction, any other order by which, during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed by any Governmental Entity).

(ff)

Voluntary Arrangement, Etc. Neither Pan American nor any of the Pan American Material Subsidiaries has made any voluntary arrangement with any of its creditors or is insolvent or unable to pay its debts as they fall due.

(gg)

Related Party Transactions. Other than among Pan American and its Subsidiaries, there are no Contracts or other transactions currently in place between Pan American or any of its subsidiaries, on the one hand, and, on the other hand: (i) any Pan American Shareholder of record or, to the knowledge of Pan American, beneficial owner of five percent (5%) or more of the Pan American Shares; (ii) any officer or director of Pan American or any of its subsidiaries; or (iii) to the knowledge of Pan American, any affiliate or associate of any such, officer, director, Pan American Shareholder of record or beneficial owner.

(hh)

Restrictions on Business Activities. There is no arbitral award, judgment, injunction, order or decree binding upon Pan American or any of the Pan American Material Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing in any material respect (i) any business practice, (ii) any acquisition or disposition of property, or (iii) the conduct of the business, as currently conducted.

(ii)

Sufficient Funds Available. Pan American has sufficient funds, or has made adequate arrangements for financing to ensure that it will have sufficient funds to pay (i) the cash portion of the aggregate Consideration to be paid pursuant to the Arrangement at the Effective Time; and (ii) the Termination Fee or expense reimbursement pursuant to section 7.4.9.

(jj)

Issuance of Pan American Shares and CVRs.

(i)

The Pan American Shares to be issued as part of the Consideration will, when issued pursuant to the Arrangement, be duly authorized and validly issued as fully paid and non-assessable common shares in the capital of Pan American, free and clear of all Liens (other than Liens created by the holders thereof), freely tradeable under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 Resale of Securities) and will be freely transferable securities under U.S. Securities Laws (other than to “affiliates” of Pan American and former “affiliates” of Tahoe, as such term is defined in Rule 144 under the U.S. Securities Act) and listed and posted for trading on the TSX and the Nasdaq and are not and will not be subject to or issued in violation of, any pre-emptive rights or back-in rights;

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(ii)

The CVRs to be issued as part of the Consideration will, when issued pursuant to the Arrangement, be duly and validly created free and clear of all Liens (other than Liens created by the holders thereof), freely tradeable under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 Resale of Securities) and will be freely transferable securities under U.S. Securities Laws (other than to “affiliates” of Pan American and former “affiliates” of Tahoe, as such term is defined in Rule 144 under the U.S. Securities Act); and

(iii)

The Pan American Shares to be issued upon the conversion of the CVRs pursuant to the Rights Indenture have been duly and validly reserved for issuance and will, when issued pursuant to the Rights Indenture, be duly authorized and validly issued as fully paid and non-assessable common shares in the capital of Pan American, free and clear of all Liens (other than Liens created by the holders thereof), freely tradeable under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 Resale of Securities) and will be freely transferable securities under U.S. Securities Laws (other than to “affiliates” of Pan American and former “affiliates” of Tahoe, as such term is defined in Rule 144 under the U.S. Securities Act) and listed and posted for trading on the TSX and Nasdaq and are not and will not be subject to or issued in violation of, any pre-emptive rights or back-in rights.

(kk)

Insurance. Pan American and its subsidiaries have in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development.

(ll)

Data Room. All Data Room Information provided by Pan American to Tahoe was accurate in all material respects as at its respective date as stated therein, or, if any such Data Room Information is undated, as of the date of its delivery to Pan American’s Data Room Information website. Additionally, all information provided to Tahoe in relation to Tahoe’s due diligence requests, including information not provided in the Data Room Information, is accurate and complete in all material respects as at its respective date as stated therein. There has been no change to the Data Room Information or any other information provided to Tahoe since the date posted to the Data Room Information website or provided to Tahoe, as the case may be that is material to Pan American, except has been disclosed in the Pan American Public Disclosure Record or in a more recently posted document in the Data Room Information or other information provided to Tahoe.

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(mm)

Corrupt Practices Legislation.

(i)

Neither Pan American nor any of its subsidiaries, nor, to Pan American’s knowledge, any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Pan American or any of its subsidiaries has offered or given, and Pan American is not aware of or does not have any knowledge of any person that has offered or given on its behalf, anything of value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the purpose of any of the following:

(A)

influencing any action or decision of such person, in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage for Pan American or any of its subsidiaries in the course of business;

(B)

inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist Pan American or any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an advantage in the course of business; or

(C)

where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist Pan American or the subsidiary in obtaining or retaining business for, with, or directing business to, any person.

(ii)

There have been no actions taken by Pan American, any of its subsidiaries or, to the knowledge of Pan American, by any persons on behalf of Pan American or any of its subsidiaries, that would cause Pan American or its subsidiaries or such persons to be in violation of the Corruption Acts or any similar legislation in any jurisdiction in which Pan American or any of its subsidiaries conduct their business and to which Pan American or any of its subsidiaries may be subject.

(iii)

The financial records of Pan American and its subsidiaries have at all times been maintained in compliance with the Corruption Acts.

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(iv)

There are no proceedings or investigations under the Corruption Acts or any similar legislation in any jurisdiction in which Pan American and its subsidiaries conduct their business pending against Pan American or any of its subsidiaries, nor any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Pan American or any of its subsidiaries, or to the knowledge of Pan American, threatened against or affecting, Pan American or any of its subsidiaries or any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Pan American or any of its subsidiaries.

(nn)

Anti-Money Laundering. The operations of Pan American and its subsidiaries are in material compliance with the financial record-keeping and reporting requirements of the anti-money laundering and anti-terrorism statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entities to which Pan American or the subsidiary is subject, including the Money Laundering Laws, and no action, suit, proceeding, investigation or notice by, before or from any Governmental Entity involving Pan American or any of its subsidiaries with respect to the Money Laundering Laws is pending.

(oo)

NGOs and Community Groups. No material dispute between Pan American or any of its subsidiaries and any non-governmental organization, community, community group, First Nations, aboriginal or indigenous peoples or aboriginal or indigenous group exists or, to the knowledge of Pan American, is threatened with respect to any of Pan American’s or any of its subsidiaries’ properties or operations.

(pp)

Not an Investment Company. Pan American is not registered or required to be registered as an “investment company” pursuant to the U.S. Investment Company Act.

(qq)

Foreign Private Issuer. Pan American is a “foreign private issuer” within the meaning of Rule 3b-4 under the U.S. Exchange Act.

(rr)

Ownership of Tahoe Shares or other Securities. Neither Pan American nor any of its affiliates own any Tahoe Shares or any other securities of Tahoe.

(ss)

Investment Canada Act. Pan American is not a state-owned enterprise and is a WTO Investor, as defined in the Investment Canada Act.

4.2

Survival of Representations and Warranties

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

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ARTICLE 5

COVENANTS

5.1

Covenants of Tahoe Regarding the Conduct of Business

Tahoe covenants and agrees that, during the period from the date of this Agreement, until the earlier of the Effective Time and the time at which this Agreement is terminated in accordance with its terms, except: (i) as expressly required by this Agreement; (ii) as provided in the Tahoe Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made); (iii) as required by applicable Law; or (iv) with the prior written consent of Pan American, such consent not to be unreasonably withheld, conditioned or delayed:

(a)

Tahoe shall and shall cause each of its subsidiaries to:

(i)

conduct their respective businesses only in, and not take any action except in, the ordinary course of business consistent with past practice;

(ii)

use commercially reasonable efforts to maintain and preserve intact its business organization, goodwill, properties and assets in all material respects, keep available the services of its officers, employees and contractors as a group and maintain satisfactory relationships with suppliers, customers, Governmental Entities and others having business relationships with them;

(iii)

fully cooperate and consult through meetings with Pan American, as Pan American may reasonably request, allow Pan American to monitor, and provide input with respect to Tahoe’s direction and control of,

(A)

activities relating to operations on the Tahoe Concessions and Tahoe Lands, including community relations; and

(B)

stakeholder engagement including Xinka and indigenous peoples, Xinka representative groups, local governments, church organizations, local communities, nearby landholders, and non-government organizations; and

(C)

(x) communications with and the provision of assistance to the Guatemalan Ministry of Environment, Ministry of Energy and Mines and any other Governmental Entity identified by the Guatemalan Constitutional Court in its October 8, 2018 final order to meet their legal obligations, including but not limited to, execution of an ILO 169 consultation process and preparation of studies required as a condition for reinstatement of permits for the Escobal Project; (y) obtaining a reinstatement of permits and export licenses for the Escobal Project; and (z) resolving the roadblock at the primary highway that connects Guatemala City to San Xxxxxx Las Xxxxxx and the Escobal Project (collectively, the “Escobal Matters”);

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(iv)

provide Pan American and its legal counsel with a reasonable opportunity to review and comment on any proposed public disclosure of results of operations, other technical information or the Escobal Matters prior to such disclosure, and give due and reasonable consideration to any comments made by Pan American and its legal counsel; and

(v)

use commercially reasonable efforts to acquire surface rights necessary for the 2018 life of mine plan for the Shahuindo Project; and

(b)

without limiting the generality of Section 5.1(a), Tahoe shall not, and shall cause each of its subsidiaries not to, directly or indirectly:

(i)

amend or propose to amend its notice of articles, articles or other comparable organizational documents;

(ii)

split, combine or reclassify any shares in the capital of Tahoe or any of its subsidiaries;

(iii)

without the consent of Pan American, declare, set aside or pay any dividend or other distribution or payment (whether in cash, securities or property or any combination thereof) in respect of any shares in the capital of Tahoe owned by any person or the securities of any of its subsidiaries, other than any dividends payable by a subsidiary to Tahoe or any wholly-owned subsidiary of Tahoe;

(iv)

issue, grant, award, deliver, sell, pledge, dispose of or otherwise encumber, or agree to issue, grant, award, deliver, sell, pledge, dispose of or otherwise encumber any shares in the capital of Tahoe or its subsidiaries, or any options, warrants, appreciation rights, convertible securities or similar rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares in the capital of, or other securities of, Tahoe or any of its subsidiaries, other than the issuance of Tahoe Shares upon the valid exercise of Tahoe Options or vesting of Tahoe DSAs, Tahoe RSAs and Tahoe PSAs outstanding on the date of this Agreement;

(v)

redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding shares in the capital of, or other securities of Tahoe or any of its subsidiaries;

(vi)

amend the terms of any of the shares in the capital of, or other securities of, Tahoe or any of its subsidiaries;

(vii)

reduce the stated capital of any shares in the capital of, or other securities of, Tahoe or any of its subsidiaries;

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(viii)

incorporate, acquire or create any new subsidiary;

(ix)

adopt or propose a plan of liquidation or resolution providing for the liquidation or dissolution of Tahoe or any of its subsidiaries;

(x)

materially amend its accounting methods, principles, policies or practices or adopt new accounting methods, principles, policies or practices, in each case except as required by applicable Laws or in accordance with IFRS;

(xi)

sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer, any assets, securities, properties, interests or businesses of Tahoe or any of its subsidiaries, including for these purposes mineral product from any Tahoe Concessions or Tahoe Lands, except: (A) sales of inventory or obsolete assets in the ordinary course of business consistent with past practice and (B) other sales of tangible assets in the ordinary course of business consistent with past practice subject to a maximum (in terms of value of such assets or interests therein) of US$1,000,000 (whether individually or in the aggregate);

(xii)

reorganize, amalgamate or merge Tahoe or any of its subsidiaries with any other person;

(xiii)

acquire (by merger, amalgamation, consolidation, acquisition of shares or assets or otherwise) or agree to acquire, directly or indirectly, any assets, properties, securities, interests or business of any other person, or make any investment or agree to make an investment, either by the purchase of securities of, or contributions of capital to, any other person (other than wholly-owned subsidiaries as of the date of this Agreement) in an amount in excess of US$5,000,000 (whether individually or in the aggregate);

(xiv)

other than as disclosed in the Tahoe Disclosure Letter, incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person or make any loans, capital contributions, investments or advances in an amount in excess of US$15,000,000 (whether individually or in the aggregate);

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(xv)

except as permitted in accordance with the terms of the Tahoe Long Term Incentive Plan, Tahoe PSA Plan or Tahoe Benefit Plans: (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer, employee or individual contractor or consultant of Tahoe or any of its subsidiaries; (B) grant, accelerate, or increase any payment, award (equity or otherwise), indemnification or other benefits payable to, or for the benefit of, any director, officer, employee or individual contractor or consultant of Tahoe or any of its subsidiaries, except in the ordinary course of business consistent with past practice; (C) increase the coverage, contributions, funding requirements or benefits available under the Tahoe Long Term Incentive Plan, Tahoe PSA Plan or Tahoe Benefit Plans or create any new Tahoe Benefit Plan; (D) increase compensation (in any form), bonus levels or other benefits payable to any director, officer, employee or individual contractor or consultant of Tahoe or any of its subsidiaries or grant any general increase in the rate of wages, salaries, bonuses or other remuneration, except in the ordinary course of business consistent with past practice; or (E) take or propose to take any action to effect any of the foregoing; provided that nothing in this Agreement shall be deemed to: (x) guarantee employment for any period of time for, or preclude the ability of Pan American to terminate the employment or engagement of, any director, officer, employee or individual contractor or consultant of Tahoe or any of its subsidiaries after the Effective Time; (y) require Pan American to continue any benefit plan or to prevent the amendment, modification or termination of any benefit plan after the Effective Date or prohibit Pan American from amending, modifying or terminating any benefit plan or arrangement covering any continuing director, officer, employee or individual contractor or consultant on or after the Effective Date; or (z) constitute an amendment to any benefit plan;

(xvi)

negotiate, enter into, extend, amend or terminate any employment, severance, consulting, termination or other similar agreement with any of its officers, directors, employees, agents or individual contractors or consultants, any collective bargaining agreement or any Tahoe Benefit Plan, in each case, other than: (A) in connection with terminating officers, directors, employees, agents or individual contractors or consultants for cause; (B) offer letters entered into in the ordinary course of business, consistent with past practice, that do not provide for severance (except as required by applicable Law) or change in control benefits; (C) consulting agreements entered into in the ordinary course of business consistent with past practice; (D) amendments required by Law; or (E) compensation arrangements that are generally consistent with past practice and entered into with employees hired after the date of this Agreement and who earn an annualized base salary or wage not greater than US$250,000 (or its equivalent);

(xvii)

make any bonus or profit sharing distribution or similar payment of any kind;

(xviii)

hire any person earning an annualized base salary or wage greater than US$250,000 (or its equivalent) or terminate, except for cause, the employment of any person earning an annualized base salary or wage greater than US$250,000 (or its equivalent);

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(xix)

settle, pay, discharge, satisfy, compromise, waive, assign or release: (A) any material action, claim or proceeding brought against Tahoe or any of its subsidiaries; (B) any claims, liabilities or obligations in an amount in excess of US$1,000,000 (whether individually or in the aggregate), except claims, liabilities or obligations reflected or reserved against in the Tahoe Financial Statements; or (C) any material rights, claims or benefits of Tahoe or any of its subsidiaries;

(xx)

enter into or extend any agreement or arrangement that provides for: (A) any material limitation or restriction on the ability of Tahoe or any of its subsidiaries or, following the Effective Time, the ability of any of Tahoe’s affiliates, to engage in any type of activity or business, (B) any material limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of Tahoe or any of its subsidiaries or, following the Effective Time, all or any portion of the business of any of Tahoe’s affiliates, is or would be conducted, or (C) any material limit or restriction on the ability of Tahoe or any of its subsidiaries or, following the Effective Time, the ability of any of Tahoe’s affiliates, to solicit suppliers, customers, employees, contractors or consultants;

(xxi)

negotiate, enter into, extend, amend or terminate, any agreement that has the effect of creating a joint venture, partnership, strategic alliance or similar relationship between Tahoe or any of its subsidiaries and another person, except in the ordinary course of business;

(xxii)

other than as is necessary to comply with applicable Laws, any written employment contract in effect on the date of this Agreement and disclosed in the Tahoe Data Room Information, the Tahoe Long Term Incentive Plan, Tahoe PSA Plan or Tahoe Benefit Plans, engage in any transaction with any related parties;

(xxiii)

(A) enter into any agreement that if entered into prior to the date of this Agreement, would be a Tahoe Material Contract; (B) modify, amend in any material respect, transfer or terminate any Tahoe Material Contract, or waive, release or assign any material rights or claims thereto or thereunder; or (C) fail to enforce any breach or threatened breach of any Tahoe Material Contract;

(xxiv)

initiate any material discussion, negotiations or filings with any Governmental Entity regarding any matter (including with respect to the Arrangement or the transactions contemplated by this Agreement) other than any matters related to the ILO 169 consultation process ordered pursuant to the Guatemalan Constitutional Court’s October 8, 2018 final order and any supplemental judicial orders or directions related to such order or any non-governmental legal challenges related to such order and otherwise in the ordinary course of business;

(xxv)

incur, or commit to, capital expenditures in excess of the amounts set out in Schedule 5.1(b)(xxv);

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(xxvi)

enter into, extend, amend or terminate any material interest rate, currency, equity or commodity swaps, xxxxxx, derivatives, forward sales contracts or other similar financial instruments, other than in the ordinary course of business consistent with past practice;

(xxvii)

(A) take any action inconsistent with past practice relating to the filing of any Return or the withholding, collecting, remitting and payment of any Tax; (B) amend any Return or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in the preparation of its income Tax return for the taxation year ended December 31, 2017, except as may be required pursuant to applicable Law; (C) make or revoke any material election relating to Taxes, other than any election that has yet to be made in respect of any event or circumstance occurring prior to the date of the Agreement; (D) enter into any Tax sharing, Tax allocation, Tax related waiver or Tax indemnification agreement; or (E) settle (or offer to settle) any Tax claim, audit, proceeding or re-assessment;

(xxviii)

(A) take any action or fail to take any action which action or failure to act would, or would reasonably be expected to, result in the loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of material rights under, any Permits necessary to conduct its businesses as now conducted; (B) or fail to prosecute in a commercially reasonable manner any pending applications to any Governmental Entities for material Permits;

(xxix)

take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Tahoe to consummate the Arrangement or the other transactions contemplated by this Agreement; and

(xxx)

agree, resolve or commit to do any of the foregoing;

For greater certainty, nothing in this Section 5.1 shall give Pan American, directly or indirectly, any right to control or direct the operations of Tahoe or any of its subsidiaries.

5.2

Additional Covenants of Tahoe

(a)

Tahoe shall use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by or for the benefit of Tahoe or any of its subsidiaries, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse prior to the Effective Time, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, subject to Section 7.6.1, none of Tahoe or any of its subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding twelve (12) months. Tahoe shall consult with Pan American on any renewals of insurance (or re-insurance) policies.

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(b)

Tahoe shall provide Pan American with prompt written notice of any change, effect, event or occurrence that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Tahoe Material Adverse Effect.

(c)

Tahoe shall promptly notify Pan American of: (i) any material communications (whether oral or written) from a Governmental Entity, including a copy of any written communication, and (ii) any opposition, concerns or threats raised or brought by non-governmental organizations, communities, community groups, First Nations, aboriginal or indigenous peoples or aboriginals or indigenous groups in respect of Tahoe’s or any of its subsidiaries’ current or planned operations that could reasonably be expected to materially impact such operations or title to any of the Tahoe Concessions.

(d)

The Parties acknowledge and agree that all Tahoe Options, Tahoe DSAs, Tahoe PSAs, Tahoe SARs and Tahoe RSAs that are not converted or exercised, whether conditionally or otherwise, prior to the Effective Time shall be treated in accordance with the provisions of the Plan of Arrangement, and Tahoe shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing.

(e)

Tahoe shall prepare, or shall cause to be prepared, and shall file prior to the Effective Date all sales and use Returns of Tahoe and its subsidiaries that are required by Law to be filed on or before the Effective Date or that have not been timely filed when due, and shall remit all sales and use Taxes that are required to be paid in respect of such Returns.

(f)

Tahoe shall keep Pan American reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than ordinary course communications which could not reasonably be expected to be material to Tahoe or any of its subsidiaries).

(g)

Tahoe shall use commercially reasonable efforts to assist Pan American to, immediately prior to, contemporaneously or concurrently with or, if permitted by the lenders and administrative agent under the Tahoe Credit Facility, following the Effective Time: (i) repay and discharge all of the indebtedness, obligations and liabilities of Tahoe owing under the Tahoe Credit Agreement; (ii) terminate the Tahoe Credit Agreement and each of the Loan Documents (as defined in the Tahoe Credit Agreement); and (iii) obtain releases and discharges of the security granted in connection with the Tahoe Credit Agreement.

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For greater certainty, nothing in this Section 5.2 shall give Pan American, directly or indirectly, any right to control or direct the operations of Tahoe or any of its subsidiaries.

5.3

Covenants of Tahoe Relating to the Arrangement

Subject to the terms and conditions of this Agreement Tahoe shall and shall cause its subsidiaries to perform all obligations required to be performed by Tahoe or any of its subsidiaries under this Agreement, co-operate with Pan American in connection therewith, and use its commercially reasonable efforts to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Tahoe shall and, where applicable, shall cause its subsidiaries to:

(a)

promptly, and in any event within five (5) Business Days following the date of this Agreement, provide to Pan American (unless prohibited by the terms of such agreement) a copy of each confidentiality or standstill agreement which has been entered into by Tahoe or any subsidiary of Tahoe and any third party which has not expired or terminated in accordance with its terms;

(b)

subject to obtaining confirmation that insurance coverage is maintained as contemplated in Section 7.6.1, and provided that the Effective Date has occurred, use commercially reasonable efforts to cause such members of the Tahoe Board to resign as Pan American may require, at the time and in the manner requested by Pan American, as of the Effective Date, with a nominee of Pan American to be appointed to the Tahoe Board immediately after each such resignation;

(c)

apply for and use commercially reasonable efforts to obtain Canadian Competition Approval and all Key Regulatory Approvals relating to Tahoe or any of its subsidiaries which are typically applied for by an acquiree and, in doing so, keep Pan American reasonably informed as to the status of the proceedings related to obtaining such Canadian Competition Approval and Key Regulatory Approvals, including providing Pan American with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to Pan American’s outside counsel on an “external counsel” basis) in order for Pan American to provide its comments thereon, which shall be given due and reasonable consideration. Pan American and its legal advisor shall provide any comments with respect to the materials related to the Canadian Competition Approval and Key Regulatory Approvals in a timely manner;

(d)

use commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any of the Tahoe Material Contracts to proceed with the transactions contemplated by this Agreement and the Plan of Arrangement relating to Tahoe or any of its subsidiaries;

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(e)

use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against Tahoe or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

(f)

provide such assistance as may be reasonably requested by Pan American for the purposes of convening and holding the Pan American Meeting;

(g)

make available or cause to be made available to Pan American and its agents and advisors, information reasonably requested by Pan American for the purpose of preparing, considering and implementing integration and strategic plans for the combined businesses of Pan American and Tahoe following completion of the Arrangement and confirming the representations and warranties of Tahoe set out in Section 3.1 of this Agreement;

(h)

use its commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption is available for the issuance of Pan American Shares and the CVRs to Tahoe Shareholders in exchange for their Tahoe Shares and the issuance of the Replacement Options to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Arrangement; and

(i)

notify Pan American prior to the Effective Time of two directors identified by the Tahoe Board to be appointed to the Pan American Board immediately after the Effective Time, provided that both individuals are members of the Tahoe Board as of the date of this Agreement and are eligible to be directors of Pan American pursuant to applicable Laws.

5.4

Covenants of Pan American Regarding the Conduct of Business

Pan American covenants and agrees that, during the period from the date of this Agreement, until the earlier of the Effective Time and the time at which this Agreement is terminated in accordance with its terms, except: (i) as expressly required by this Agreement; (ii) as provided in the Pan American Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made); (iii) as required by applicable Law; or (iv) with the prior written consent of Tahoe, such consent not to be unreasonably withheld, conditioned or delayed:

(a)

Pan American shall and shall cause each Pan American Material Subsidiary to:

(i)

conduct their respective businesses only in, and not take any action except in, the ordinary course of business consistent with past practice; and

(ii)

use commercially reasonable efforts to preserve intact their respective present business organization, goodwill, properties and assets in all material respects, keep available the services of its and their officers, employees and contractors as a group and maintain satisfactory relationships with suppliers, customers, Governmental Entities and others having business relationships with them;

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(b)

without limiting the generality of Section 5.4(a), Pan American shall not, and shall cause each Pan American Material Subsidiary not to, directly or indirectly:

(i)

amend or propose to amend its notice of articles, articles or other comparable organizational documents;

(ii)

split, combine or reclassify any shares in the capital of Pan American or any of its subsidiaries;

(iii)

declare, set aside or pay any dividend or other distribution or payment (whether in cash, securities or property or any combination thereof) in respect of any shares in the capital of Pan American owned by any person or the securities of any of its subsidiaries other than, in the case of Pan American, any dividends, distributions or payments paid in the ordinary course consistent with past practice, and in the case of any subsidiary of Pan American, any dividends, distributions or payments payable to Pan American or any wholly-owned subsidiary of Pan American or any of their respective shareholders;

(iv)

issue, grant, award, deliver, sell, pledge, dispose of or otherwise encumber, or agree to issue, grant, award, deliver, sell, pledge, dispose of or otherwise encumber any shares in the capital of Pan American or its subsidiaries (other than, in the case of subsidiaries, to affiliates), or any options, warrants, appreciation rights, convertible securities or similar rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares in the capital of, or other securities of, Pan American or any of its subsidiaries, other than upon the valid exercise of Pan American Options or vesting of Pan American RSUs outstanding on the date of this Agreement or the grant of Pan American Shares, Pan American Options or Pan American RSUs in the ordinary course under the Pan American Long Term Incentive Plan;

(v)

amend the terms of any of the shares in the capital of, or other securities of Pan American;

(vi)

adopt or propose a plan of liquidation or resolution providing for the liquidation or dissolution of Pan American or any Pan American Material Subsidiary;

(vii)

(viii)

reorganize, amalgamate or merge Pan American or any of its subsidiaries with any other person;

(ix)

reduce the stated capital of any shares in the capital of Pan American;

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(x)

take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Pan American to consummate the Arrangement or the other transactions contemplated by this Agreement; and

(xi)

agree, resolve or commit to do any of the foregoing.

(c)

Pan American shall provide Tahoe with prompt written notice of any change, effect, event or occurrence that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Pan American Material Adverse Effect.

For greater certainty, nothing in this Section 5.4 shall give Tahoe, directly or indirectly, any right to control or direct the operations of Pan American or any of its subsidiaries.

5.5

Covenants of Pan American Relating to the Arrangement

Subject to the terms and conditions of this Agreement, Pan American shall and shall cause its subsidiaries to perform all obligations required to be performed by Pan American or any of its subsidiaries under this Agreement, co-operate with Tahoe in connection therewith, and use its commercially reasonable efforts to do all such other acts and things as may be necessary or desirable in order to consummate and make, as soon as reasonably practicable, effective the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Pan American shall and, where applicable, shall cause its subsidiaries to:

(a)

apply for and use commercially reasonable efforts to obtain Canadian Competition Approval and all Key Regulatory Approvals relating to Pan American or any of its subsidiaries which are typically applied for by an acquirer and, in doing so, keep Tahoe reasonably informed as to the status of the proceedings related to obtaining such Canadian Competition Approval and Key Regulatory Approvals, including providing Tahoe with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to Tahoe’s outside counsel on an “external counsel” basis) in order for Tahoe to provide its comments thereon, which shall be given due and reasonable consideration. Tahoe and its legal advisors shall provide any comments with respect to the materials related to the Canadian Competition Approval and Key Regulatory Approvals in a timely manner;

(b)

use commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any of the Pan American Material Contracts to proceed with the transactions contemplated by this Agreement and the Plan of Arrangement relating to Pan American or any of its subsidiaries;

(c)

use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against Pan American or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

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(d)

subject to the terms and conditions of this Agreement and of the Plan of Arrangement and applicable Laws, pay the aggregate Consideration to be paid pursuant to the Arrangement;

(e)

provide such assistance as may be reasonably requested by Tahoe for the purposes of convening and holding the Tahoe Meeting;

(f)

(g)

apply for and use commercially reasonable efforts to obtain conditional approval of the listing and posting for trading on the TSX and the Nasdaq of the Pan American Shares to be issued in accordance with the terms of the Plan of Arrangement;

(h)

prior to the Effective Time, Pan American shall register the CVRs as a class of equity securities under Section 12(g) of the U.S. Exchange Act by filing the applicable form, which form shall comply in all material respects with the applicable provisions of the U.S. Exchange Act, within the time periods required by the U.S. Exchange Act; provided, however, that no such filing 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;

(i)

vote any Tahoe Shares held by it on the record date for the Tahoe Meeting in favour of the Tahoe Resolution;

(j)

take all actions to ensure that the Pan American Board immediately after the Effective Time shall include two directors identified by the Tahoe Board, provided that both individuals are members of the Tahoe Board as of the date of this Agreement and are eligible to be directors of Pan American pursuant to applicable Laws;

(k)

take all actions to enter into the Rights Indenture prior to the Effective Time; and

(l)

on the Effective Date, file one or more registration statements on Form S-8 with the SEC to register the issuance of Pan American Shares upon exercises of the Replacement Options.

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5.6

Mutual Covenants

Each of the Parties covenants and agrees that, subject to the terms of this Agreement, during the period from the date of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a)

it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary and commercially reasonable to complete the Plan of Arrangement, including using its commercially reasonable efforts to: (i) obtain all Key Regulatory Approvals and the Canadian Competition Approval required to be obtained by it; (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement; and (iv) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder;

(b)

it shall cooperate with the other Party in connection with obtaining the Canadian Competition Approval and Key Regulatory Approvals, including providing or submitting to the Commissioner or any other Governmental Entities on a timely basis, and as promptly as practicable, all documentation and information that is required, requested, or reasonably advisable, in connection with obtaining the Canadian Competition Approval and Key Regulatory Approvals;

(c)

it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Plan of Arrangement or to prevent, materially delay or materially impede the transactions contemplated hereby;

(d)

take all commercially reasonable actions within its control to ensure that the representations and warranties in Section 3.1, in the case of Tahoe, and Section 4.1, in the case of Pan American:

(i)

that are qualified by reference to a Tahoe Material Adverse Effect, Pan American Material Adverse Effect or materiality, remain true and correct in all respects; or

(ii)

that are not qualified by reference to a Tahoe Material Adverse Effect, Pan American Material Adverse Effect or materiality, remain true and correct in all material respects;

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as of the Effective Date as if such representations and warranties were made at and as of such date except to the extent such representations and warranties speak as of an earlier date; and

(e)

promptly notify the other Party of:

(i)

any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives);

(ii)

any material communication from any Governmental Entity in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); and

(iii)

any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement.

5.7

Contemplated Reorganization Transaction

(a)

Upon request by Pan American, Tahoe shall use its commercially reasonable efforts, and shall cause each of its subsidiaries to:

(i)

effect such reorganizations of Tahoe’s or its subsidiaries’ business, operations and assets as Pan American may reasonably request, including amalgamations, wind-ups, settling intercompany loans, capitalizing intercompany loans, and any other transaction (each a “Contemplated Reorganization Transaction”); and

(ii)

co-operate with Pan American and its advisors in order to determine the manner in which any such Contemplated Reorganization Transaction might most effectively be undertaken; provided that any Contemplated Reorganization Transaction: (A) is not, in the opinion of Tahoe or Tahoe’s counsel, acting reasonably, prejudicial to the affected Tahoe Securityholders; (B) does not require Tahoe to obtain the approval of any Tahoe Securityholders and does not require Pan American to obtain the approval of Pan American Shareholders; (C) does not impede, delay or prevent the satisfaction of any other conditions set forth in Article 6; (D) does not impair, impede or delay the consummation of the Arrangement; (E) does not result in any breach by Tahoe or any of its subsidiaries of any Material Contract or authorization or any breach by Tahoe of Tahoe’s constating documents or by any of its subsidiaries of their respective organizational documents or Law; (F) does not require the directors, officers, employees or agents of Tahoe or its subsidiaries to take any action in any capacity other than as a director, officer or employee; (G) does not result in any Taxes being imposed on, or any adverse Tax or other consequences to, any Tahoe Securityholders; (H) does not materially interfere with Tahoe’s operations prior to the Effective Time; and (I) shall become effective as close as reasonably practicable prior to the Effective Date.

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(b)

Pan American shall provide written notice to Tahoe of any proposed Contemplated Reorganization Transaction at least ten (10) Business Days prior to the Effective Date. Upon receipt of such notice, Pan American and Tahoe shall prepare all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Contemplated Reorganization Transaction prior to the time it is to be effected, including obtaining any documents or certificates required to effect such a transaction. If the Arrangement is not completed, Pan American shall: (i) forthwith reimburse Tahoe for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Contemplated Reorganization Transaction; and (ii) indemnify Tahoe, its subsidiaries and their respective directors, officers, employees, agents and representatives for any liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any Contemplated Reorganization Transaction, or to reverse or unwind any Contemplated Reorganization Transaction. The obligations of Pan American under this Section 5.7(b) shall survive termination of this Agreement. Pan American agrees that any Contemplated Reorganization Transaction will not be considered in determining whether a representation, warranty or covenant of Tahoe under this Agreement has been breached (including where any such Contemplated Reorganization Transaction requires the consent of any third party).

5.8

Employment Agreements, Severance and Resignations

(a)

The Parties acknowledge that the Arrangement will result in a “change of control” (or a term of similar import) for purposes of Tahoe’s employment agreements and under the Tahoe Benefit Plans (including the Tahoe Long Term Incentive Plan and the Tahoe PSA Plan). From and after the Effective Date, Pan American shall cause Tahoe to honour all of the obligations of Tahoe and any of its subsidiaries under those employment, retention bonus and fee agreements and severance arrangements of Tahoe which are disclosed in Schedule 5.8 of the Tahoe Disclosure Letter; provided that the provisions of this Section 5.8 shall not give any employees of Tahoe or any of its subsidiaries any right to continued employment or impair in any way the right of Pan American or any of its subsidiaries to terminate the employment of any employees in accordance with applicable Law and the provisions of such arrangements.

(b)

On or before the Effective Time, Tahoe shall use its commercially reasonable efforts to have those directors and officers of Tahoe and its subsidiaries as are specified by Pan American deliver to Pan American resignations and mutual releases in such form as is acceptable to Pan American, acting reasonably, in favour of Tahoe and its subsidiaries.

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(c)

If shares or other interests in Tahoe’s subsidiaries are held in trust by any third person, at the Effective Time Tahoe shall deliver or cause such shares or other interests to Pan American or Pan American’s nominee.

5.9

Tax Rollover

An Eligible Holder who is entitled to receive Pan American Shares pursuant to the Plan of Arrangement shall be entitled to make a joint income tax election, pursuant to Section 85 of the Tax Act (and any analogous provision of provincial income tax law), to have the Eligible Holder’s disposition of Tahoe Shares pursuant to the Plan of Arrangement occur on a full or partial rollover basis.

ARTICLE 6

CONDITIONS

6.1

Mutual Conditions Precedent

The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties:

(a)

the Tahoe Resolution shall have been approved and adopted by the Tahoe Shareholders at the Tahoe Meeting in accordance with the Interim Order;

(b)

the Pan American Resolutions shall have been approved and adopted by the Pan American Shareholders at the Pan American Meeting;

(c)

the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Tahoe and Pan American, acting reasonably, on appeal or otherwise;

(d)

there shall not exist any prohibition at Law, including a cease trade order, injunction or other restraining order, judgment or decree against Pan American or Tahoe which shall prevent the consummation of the Arrangement;

(e)

no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case that (i) makes consummation of the Arrangement illegal, (ii) enjoins or prohibits the Plan of Arrangement or the transactions contemplated by this Agreement, or (iii) renders this Agreement unenforceable or frustrates the purpose and intent hereof;

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(f)

the Pan American Shares and the CVRs to be issued to Tahoe Shareholders in exchange for their Tahoe Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption, (ii) shall be freely transferable under applicable U.S. Securities Laws (other than as applicable to “affiliates” of Pan American and former “affiliates” of Tahoe, as such term is defined in Rule 144 under the U.S. Securities Act), and (iii) shall be registered to the extent required by Section 12(g) of the U.S. Exchange Act; provided, however, that Tahoe shall not be entitled to rely on the provisions of this Section 6.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Tahoe fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption, that Pan American will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 2.3;

(g)

the Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Plan of Arrangement shall be exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption;

(h)

the Canadian Competition Approval;

(i)

the Key Regulatory Approvals shall have been obtained;

(j)

this Agreement shall not have been terminated in accordance with its terms; and

(k)

the distribution of the Pan American Shares and CVRs (and the Pan American Shares issuable pursuant to the CVRs) pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 Resale of Securities).

6.2

Additional Conditions Precedent to the Obligations of Pan American

The obligations of Pan American to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of Pan American and may be waived by Pan American at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Pan American may have):

(a)

all other covenants of Tahoe under this Agreement to be performed on or before the Effective Time shall have been duly performed by Tahoe in all material respects, and Pan American shall have received a certificate from Tahoe addressed to Pan American and dated the Effective Date, signed on behalf of Tahoe by two of its senior executive officers (without personal liability), confirming the same as at the Effective Date;

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(b)

all representations and warranties of Tahoe set forth in this Agreement shall be true and correct (disregarding for this purpose all materiality or Tahoe Material Adverse Effect qualifications contained therein) as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date) except (1) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement, or (2) where any failure or failures of such representations or warranties to be so true and correct would not individually or in the aggregate result in a Tahoe Material Adverse Effect, and Pan American shall have received a certificate from Tahoe addressed to Pan American and dated the Effective Date, signed on behalf of Tahoe by two of its senior executive officers (without personal liability), confirming the same as at the Effective Date;

(c)

other than any matters related to the ILO 169 consultation process ordered by the Guatemalan Constitutional Court’s October 8, 2018 final order and any supplemental judicial orders or directions relating to such order or any non-governmental legal challenges related to such order, no action, suit, proceeding or Tax reassessment, shall have been taken, threatened or pending under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case that (i) results, or could reasonably be expected to result, in any judgment or assessment of damages, directly or indirect, which, individually or in the aggregate, would result in a Tahoe Material Adverse Effect, (ii) if the Arrangement were consummated, would result in a Pan American Material Adverse Effect, or (iii) prohibits or limits the ownership or operation by Pan American or any of its affiliates of any material portion of the business or assets of Tahoe or compels Pan American or any of its affiliates to dispose of or hold separate any material portion of the business or assets of Tahoe as a result of the Arrangement;

(d)

since the date of this Agreement, there shall not have been any Tahoe Material Adverse Effect and Pan American shall have received a certificate from Tahoe addressed to Pan American and dated the Effective Date, signed on behalf of Tahoe by two of its senior executive officers (without personal liability), confirming the same as at the Effective Date; and

(e)

Dissent Rights shall not have been exercised by holders of more than five percent (5%) of the Tahoe Shares.

6.3

Additional Conditions Precedent to the Obligations of Tahoe

The obligations of Tahoe to complete the transactions contemplated by this Agreement shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of Tahoe and may be waived by Tahoe at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Tahoe may have):

(a)

all covenants of Pan American under this Agreement to be performed on or before the Effective Time shall have been duly performed by Pan American in all material respects, and Tahoe shall have received a certificate from Pan American, addressed to Tahoe and dated the Effective Date, signed on behalf of Pan American, by two of their senior executive officers (without personal liability), confirming the same as at the Effective Date;

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(b)

all representations and warranties of Pan American set forth in this Agreement shall be true and correct (disregarding for this purpose all materiality or Pan American Material Adverse Effect qualifications contained therein) as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement, or (ii) where any failure or failures of such representations or warranties to be so true and correct would not individually or in the aggregate result in Pan American Material Adverse Effect, and Tahoe shall have received a certificate from Pan American, addressed to Tahoe and dated the Effective Date, signed on behalf of Pan American by two of their senior executive officers (without personal liability), confirming the same as at the Effective Date;

(c)

no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case that (i) results in any judgment or assessment of damages, directly or indirect, which, individually or in the aggregate, has had or would be reasonably expected to have a Pan American Material Adverse Effect, or (ii) if the Arrangement were consummated, would result in a Pan American Material Adverse Effect;

(d)

since the date of this Agreement, there shall not have been any Pan American Material Adverse Effect and Tahoe shall have received a certificate from Pan American, addressed to Tahoe and dated the Effective Date, signed on behalf of Pan American, as applicable, by two of its senior executive officers (without personal liability), confirming the same as at the Effective Date;

(e)

Pan American shall have complied with its obligations under Section 2.11 and the Depositary shall have confirmed receipt of the Consideration contemplated thereby;

(f)

Pan American shall have delivered evidence satisfactory to Tahoe of the conditional approval of the listing and posting for trading on the TSX and the Nasdaq, as applicable, of the Pan American Shares to be issued as Consideration pursuant to the Plan of Arrangement and the Pan American Shares issuable on conversion of the CVRs, subject only to conditions that are customary for the TSX and the Nasdaq in such transactions;

(g)

Pan American, Minera San Xxxxxx SA and Computershare Trust Company of Canada, as rights agent, shall have entered into the Rights Indenture.

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6.4

Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released upon delivery by the Parties of written confirmation of the Effective Date. For greater certainty and notwithstanding anything else in this Agreement, the conditions set forth in this Article 6 for the benefit of a Party are the only conditions to such Party’s obligations to complete the Arrangement.

ARTICLE 7

ADDITIONAL AGREEMENTS

7.1

Notice and Cure Provisions

Each Party shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date of this Agreement, until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:

(a)

cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any respect on the date of this Agreement, or at the Effective Time;

(b)

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to the Effective Time; or

(c)

result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 6.1, Section 6.2 or Section 6.3, as the case may be.

Pan American may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(c)(iv) and Tahoe may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(v) unless the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of ten (10) Business Days from such notice, and then only if such matter has not been cured by such date. If such written notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein without a Tahoe Material Adverse Effect or a Pan American Material Adverse Effect, this Agreement may not be terminated as a result of the cured breach.

7.2

Tahoe Non-Solicitation

7.2.1 Except as otherwise expressly provided in this Section 7.2, Tahoe shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Tahoe or any of its subsidiaries (collectively, the “Tahoe Representatives”) or any subsidiary (and Tahoe shall cause the Tahoe Representatives and its subsidiaries not to):

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(a)

make, solicit, initiate, encourage or otherwise facilitate (including by way of furnishing information (including any site visit) or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement in accordance with Section 7.2.3)) any offer, proposal, expression of interest or inquiry that constitutes, or that could reasonably be expected to lead to, an Acquisition Proposal;

(b)

enter into or otherwise engage or participate in any discussions or negotiations with any person (other than Pan American or any of its affiliates) regarding an Acquisition Proposal or that reasonably could be expected to constitute or lead to an Acquisition Proposal or any offer, proposal, expression of interest or inquiry that constitutes or that could reasonably be expected to lead to an Acquisition Proposal; provided that Tahoe or its Representatives shall be permitted to: (i) communicate with any person solely for the purposes of clarifying the terms of any offer, proposal, expression of interest or inquiry made by such person, and (ii) advise any person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal if the Pan American Board has so determined in compliance with the terms of this Article 7;

(c)

remain neutral with respect to, or agree to, approve, accept, endorse or recommend, or propose publicly to agree to, approve, accept, endorse or recommend any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period exceeding three (3) Business Days after such Acquisition Proposal has been publicly announced will be deemed to constitute a violation of this Section 7.2.1(c);

(d)

accept or enter into or publicly propose to accept or enter into, any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement in accordance with Section 7.2.3);

(e)

make a Tahoe Change in Recommendation; or

(f)

make any public announcement or take any other action inconsistent with, or that could reasonably be likely to be regarded as detracting from, the approval, recommendation or declaration of advisability of the Tahoe Board of the transactions contemplated hereby.

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7.2.2 Except as otherwise provided in this Section 7.2, Tahoe shall, and shall cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any solicitation, knowing encouragement, discussion or negotiation with any persons conducted heretofore by Tahoe, its subsidiaries or any Tahoe Representatives with respect to any Acquisition Proposal, and, in connection therewith, Tahoe shall discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible, and in any event no later than two (2) Business Days following the date of this Agreement, request, to the extent that it is entitled to do so (and use its commercially reasonable efforts to ensure that such requests are observed) the return or destruction of all confidential information regarding Tahoe and its subsidiaries previously provided to any such person or any other person and shall request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any confidential information regarding Tahoe and its subsidiaries. Tahoe agrees that neither it nor any of its subsidiaries, shall terminate, waive, amend, modify or release any person from any provision of any existing confidentiality agreement or any standstill agreement to which Tahoe or any of its subsidiaries is a party (it being acknowledged and agreed that the automatic termination of any standstill provisions thereof, or permission to make a take-over bid for the Tahoe Shares, pursuant to the express terms of any such agreement, or any standstill provisions thereof as a result of the entering into, or the announcement of, this Agreement by Tahoe shall not be a violation of this Section 7.2.2). Tahoe shall promptly and diligently enforce all standstill, non-disclosure, non-disturbance, non-solicitation, use, business purpose and similar covenants to which it or any of its subsidiaries is party.

7.2.3 Notwithstanding Sections 7.2.1 and 7.2.2 and any other provision of this Agreement, if at any time following the date of this Agreement, and prior to the approval by the Tahoe Shareholders of the Tahoe Resolution, provided that Tahoe is then in compliance with all of its obligations under this Agreement (including under Sections 7.2.1 and 7.2.2), Tahoe receives a bona fide unsolicited written Acquisition Proposal that:

(a)

the Tahoe Board determines in good faith, after consultation with the Tahoe Financial Advisors and outside legal counsel, constitutes or could reasonably be expected to result in a Superior Proposal; and

(b)

the Tahoe Board determines in good faith, after consultation with outside legal counsel that failure to furnish information with respect to Tahoe and its subsidiaries to the person making such Acquisition Proposal or participate in discussions or negotiations with such person would be inconsistent with its fiduciary duties under applicable Law,

then Tahoe may, provided it has first complied with Section 7.2.4 and has first entered into, and provided to Pan American an executed copy of, a confidentiality and standstill agreement with such person (the terms of which shall no more favourable to such person than the Confidentiality Agreement):

(c)

furnish information with respect to Tahoe and its subsidiaries to the person making such Acquisition Proposal; or

(d)

participate in discussions or negotiations with the person making such Acquisition Proposal,

provided that Tahoe shall not, and shall not allow its Tahoe Representatives to, disclose any non-public information to such person if such non-public information has not been previously provided to, or is not concurrently provided to, Pan American.

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7.2.4 Tahoe shall promptly (and in any event within twenty-four (24) hours of receipt by Tahoe, any of its subsidiaries or any Tahoe Representative) notify Pan American, at first orally and then in writing, of: (i) any offer, proposal, expression of interest or inquiry (orally or in writing) relating to, that constitutes or that could reasonably be expected to lead to an Acquisition Proposal, (ii) any request for discussions or negotiations relating to, that constitutes or that could reasonably be expected to lead to an Acquisition Proposal, and (iii) any request for non-public information relating to Tahoe or any of its subsidiaries or for access to the properties, books or records of Tahoe or any of its subsidiaries in connection with any actual or potential Acquisition Proposal, in each case received on or after the date of this Agreement, of which Tahoe or any of its subsidiaries, or any of its or their Representatives, is or becomes aware, or any changes, amendments or modifications to any of the foregoing. Such notice shall include a description of the terms and conditions of any such Acquisition Proposal or offer, proposal, expression of interest, inquiry or request, the identity of the person making such Acquisition Proposal or such offer, proposal, expression of interest, inquiry or request, a copy of such offer, proposal, expression of interest, inquiry or request and all material written communications related thereto and provide such other material details of such Acquisition Proposal or offer, proposal, expression of interest, inquiry or request which are known to Tahoe. Tahoe shall keep Pan American fully informed on a prompt basis of the status of, including any change, amendment or modification to the terms, and details of any discussion or negotiations with respect to, any such Acquisition Proposal or offer, proposal, expression of interest, inquiry or request and Tahoe shall respond promptly to all inquiries by Pan American with respect thereto.

7.2.5 Notwithstanding anything in this Agreement to the contrary, but subject to Section 7.3, if at any time following the date of this Agreement, and prior to the approval of the Tahoe Shareholders of the Tahoe Resolution, provided that Tahoe is then in compliance with all of its obligations under this Agreement (including under this Section 7.2), Tahoe receives a bona fide unsolicited written Acquisition Proposal that the Tahoe Board determines in good faith, after consultation with the Tahoe Financial Advisors and its outside legal counsel, constitutes a Superior Proposal, the Tahoe Board may, subject to compliance with the procedures set forth in Section 7.3 and Section 8.2 (including without limitation the payment of the Tahoe Termination Fee), terminate this Agreement in order to enter into a binding written agreement with respect to such Superior Proposal.

7.2.6 Tahoe will not become a party to any Contract with any person subsequent to the date hereof that limits or prohibits Tahoe from (x) providing or making available to Pan American and its affiliates and Representatives any information provided or made available to such person or its officers, directors, employees, consultants, advisors, agents or other representatives (including solicitors, accountants, investment bankers and financial advisors) pursuant to any confidentiality agreement described in this Section 7.2 or (y) providing Pan American and its affiliates and Representatives with any other information required to be given to it by Tahoe under this Section 5.1.

7.2.7 Subject to the provisions of Sections 7.2 and 7.3, nothing contained in this Agreement shall prevent Tahoe or the Tahoe Board from calling and holding a meeting of Tahoe Shareholders, or any of them, requisitioned by Tahoe Shareholders, or any of them, in accordance with the BCBCA or ordered to be held by a court in accordance with applicable Laws.

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7.3

Right to Match

7.3.1 Tahoe covenants that it shall not approve, accept, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 7.2.3) unless:

(a)

Tahoe has complied with its obligations under Section 7.2 and Section 7.3 and has provided Pan American with a copy of the Superior Proposal (and, if the consideration proposed under the Superior Proposal includes non-cash consideration, a written notice from the Tahoe Board setting out the value or range of values in financial terms that the Tahoe Board, in consultation with the Tahoe Financial Advisor, determined in good faith should be ascribed to such non-cash consideration);

(b)

a period (the “Response Period”) of five (5) Business Days has elapsed from the date that is the later of (i) the date on which Pan American receives written notice from the Tahoe Board that the Tahoe Board has determined, subject only to compliance with this Section 7.3, to approve, accept, endorse, recommend or enter into a binding written agreement with respect to the Superior Proposal, and (ii) the date Pan American receives a copy of the Superior Proposal (and, if the consideration proposed under the Superior Proposal includes non-cash consideration, a written notice from the Tahoe Board setting out the value or range of values in financial terms that the Tahoe Board, in consultation with the Tahoe Financial Advisor, determined in good faith should be ascribed to such non-cash consideration) from Tahoe that the Tahoe Board determined, subject only to compliance with this Section 7.3, to approve, accept, endorse, recommend or enter into a binding written agreement with respect to the Superior Proposal;

(c)

if Pan American has proposed to amend the terms of this Agreement in accordance with Section 7.3.2, then, as required by Section 7.3.2, the Tahoe Board shall have determined in good faith, after consultation with the Tahoe Financial Advisor and outside counsel, that the Acquisition Proposal continues to constitute a Superior Proposal after taking into account such amendments;

(d)

Tahoe shall have terminated this Agreement pursuant to Section 8.2.1(d)(ii); and

(e)

Tahoe shall have previously paid or caused to be paid, or concurrently pays or causes to be paid, to Pan American (or as Pan American may direct by notice in writing) the Termination Fee.

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7.3.2 During the Response Period, Pan American shall have the right, but not the obligation, to offer to amend the terms of this Agreement and the Plan of Arrangement. During the Response Period, Tahoe shall negotiate in good faith with Pan American to enable Pan American to make such amendments to the terms of this Agreement and the Plan of Arrangement as would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal. Within five (5) Business Days (the “Review Period”) of any such offer by Pan American to amend the terms of this Agreement and the Plan of Arrangement, including an increase in, or modification of, the aggregate Consideration, the Tahoe Board shall review and determine whether the Acquisition Proposal to which Pan American is responding would continue to be a Superior Proposal when assessed against this Agreement and against the Plan of Arrangement as they are proposed by Pan American to be amended. Such determination to be made by the Tahoe Board shall be communicated to Pan American by the end of the Review Period. If the Tahoe Board determines that the Acquisition Proposal to which Pan American is responding would not continue to be a Superior Proposal when assessed against this Agreement and the Plan of Arrangement as they are proposed by Pan American to be amended, Tahoe shall enter into an amendment to this Agreement to give effect to such amendments and the Tahoe Board shall promptly reaffirm its recommendation of the Plan of Arrangement on the same basis as described in Section 2.6(b) by the prompt issuance of a press release to that effect.

7.3.3 Where Tahoe has provided Pan American notice pursuant to Section 7.3.1(b) less than seven (7) calendar days prior to the Tahoe Meeting, if requested to do so by Pan American, Tahoe shall postpone or adjourn the Tahoe Meeting to a date that is not less than seven (7) calendar days and not more than ten (10) calendar days after the date of such notice; provided, however, that in the event that the Tahoe Meeting is so adjourned, the Mailing Deadline and the Outside Date shall be extended by the same number of days as the Tahoe Meeting has been adjourned.

7.3.4 Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 7.3 and Pan American shall be afforded a new Response Period and the rights afforded in paragraph 7.3.2 in respect of each such Acquisition Proposal.

7.3.5 Notwithstanding any of the provisions of Section 7.2 and 7.3, the Tahoe Board shall have the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid or tender or exchange offer made for the Tahoe Shares that it determines is not a Superior Proposal; provided that:

(a)

Pan American and its counsel have been provided with a reasonable opportunity to review and comment on any such response and the Tahoe Board shall give reasonable consideration to such comments; and

(b)

notwithstanding that the Tahoe Board may be permitted to respond in the manner set out herein to a take-over bid, the Tahoe Board shall not be permitted to make a Tahoe Change in Recommendation unless the provisions of Section 7.2 and 7.3 are met.

7.4

Expenses and Termination Fees

7.4.1 Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.

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7.4.2 If a Tahoe Termination Fee Event occurs, Tahoe shall pay, or cause to be paid, to Pan American or as Pan American shall direct (by wire transfer of immediately available funds) the Termination Fee in accordance with Section 7.4.5.

7.4.3 For the purposes of this Agreement, “Termination Fee” means US$38 million.

7.4.4 For the purposes of this Agreement, “Tahoe Termination Fee Event” means the termination of this Agreement:

(a)

by Pan American pursuant to Section 8.2.1(c)(i) (Tahoe Change in Recommendation);

(b)

by Tahoe pursuant to Section 8.2.1(d)(ii) (Superior Proposal); or

(c)

by either Party pursuant to Section 8.2.1(b)(i) (Effective Time has not occurred before Outside Date) or 8.2.1(b)(iii) (Tahoe Resolution not approved at Tahoe Meeting), but only if, in the case of this paragraph (c), prior to the termination of this Agreement, an Acquisition Proposal, or the intention to make an Acquisition Proposal, with respect to Tahoe shall have been made or publicly announced by any person (other than Pan American or any of its affiliates) and has not expired or been withdrawn prior to the Tahoe Meeting; and:

(i)

within nine (9) months following the date of such termination any Acquisition Proposal is consummated; or

(ii)

within nine (9) months following the date of such termination Tahoe or one or more of its subsidiaries enters into a binding written agreement in respect of, or the Tahoe Board approves or recommends, such transaction contemplated by (i) above and that transaction is subsequently consummated at any time thereafter;

provided that for purposes of this Section 7.4.4(c), the term “Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that each reference to “20%” therein shall be deemed to be a reference to “50%”.

7.4.5 If a Tahoe Termination Fee Event occurs pursuant to Section 7.4.4(a), the Termination Fee shall be payable by Tahoe to Pan American within two (2) Business Days following such Tahoe Termination Fee Event. If a Tahoe Termination Fee Event occurs pursuant to Section 7.4.4(b), the Termination Fee shall be paid by Tahoe to Pan American in accordance with Section 7.3.1(e). If a Tahoe Termination Fee Event occurs in the circumstances set out in 7.4.4(c), the Termination Fee shall be payable by Tahoe to Pan American within two (2) Business Days following the closing of the applicable transaction referred to therein.

7.4.6 For the purposes of this Agreement, “Pan American Termination Fee Event” means the termination of this Agreement by Tahoe pursuant to Section 8.2.1(d)(i) (Pan American Change in Recommendation) or termination of this Agreement by Pan American pursuant to Section 8.2.1(c)(ii) (Alternative Transaction).

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7.4.7 If a Pan American Termination Fee Event occurs pursuant to Section 7.4.6, the Termination Fee shall be payable by Pan American to Tahoe within two (2) Business Days following such Pan American Termination Fee Event.

7.4.8 If a Pan American Termination Fee Event occurs, Pan American shall pay, or cause to be paid, to Tahoe or as Tahoe shall direct (by wire transfer of immediately available funds) the Termination Fee in accordance with Section 7.4.7.

7.4.9 If this Agreement is terminated by Tahoe or Pan American pursuant to Section 8.2.1(b)(iv), Pan American shall pay, or cause to be paid, to Tahoe or as Tahoe shall direct (by wire transfer of immediately available funds), within two (2) Business Days following such termination, an amount in respect of the fees, costs and expenses incurred by Tahoe in connection with this Agreement and the Plan of Arrangement of US$5 million (the “Pan American Expense Reimbursement”). In the event such termination leads to a Pan American Termination Fee Event under Section 7.4.6, the Termination Fee will be payable under Section 7.4.7 and the amount of Pan American Expense Reimbursement will be credited against the Termination Fee.

7.4.10 Each of the Parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that all of the payment amounts set out in this Section 7.4 are payments of liquidated damages which are a genuine pre-estimate of the damages which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such damages and the resultant termination of this Agreement and are not penalties. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon any termination of this Agreement under circumstances where a Party is entitled to a Termination Fee and such Termination Fee is paid in full, the Party receiving the Termination Fee shall be precluded from any other remedy against the other Party at law or in equity or otherwise (including an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby.

7.4.11 Nothing in this Section 7.4 shall relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of an intentional or wilful breach of this Agreement.

7.4.12 Nothing in this Section 7.4 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreements, without the necessity of posting bond or security in connection therewith.

7.4.13 For greater certainty, except as provided in Section 7.4.9, a Party shall not be obligated to make more than one payment pursuant to this Section 7.4.

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7.5

Access to Information; Confidentiality

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with applicable Law and the terms of any existing Contracts, each Party shall, and shall cause its subsidiaries and their respective officers, directors, employees, contractors, consultants, independent auditors, accounting advisers and agents to, afford to each other Party and to the officers, employees, agents and representatives of each other Party such access as such other Party may reasonably require at all reasonable times, including, in the case of Tahoe, for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and Contracts, and shall furnish such other Party with all data and information as such other Party may reasonably request. In addition, and without limiting the foregoing, each Party shall continue to maintain and update the information in its virtual data room, and shall provide such other Party with access to such data room, up until the Effective Time in respect of any new information that arises after the date of this Agreement that otherwise would have been so disclosed in the virtual data room prior to the date hereof; provided, however, that the foregoing and any investigation or review by a Party and its respective advisors shall not mitigate, diminish or affect the representations, warranties or covenants of another Party contained in this Agreement. The Parties acknowledge and agree that information furnished pursuant to this Section 7.5 shall be “Information” as defined in the Confidentiality Agreement and shall be governed by the Confidentiality Agreement.

7.6

Insurance and Indemnification

7.6.1 Prior to the Effective Xxxx, Tahoe shall purchase (and fully pay a single premium for) customary “tail” policies of directors’ and officers’ liability insurance from an insurance carrier with the same or better credit rating as Tahoe’s current insurance carriers providing protection for a claims reporting or discovery period beginning at the Effective Time and continuing for not less than six years from and after the Effective Time and with terms and conditions (including retentions and limits of liability) no less favourable in the aggregate than the protection provided by the policies maintained by Tahoe which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Pan American will, or will cause Tahoe to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided such policy is available at a reasonable cost.

7.6.2 Pan American agrees that it shall cause Tahoe and its subsidiaries to honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of Tahoe and its subsidiaries to the extent that they are disclosed in Schedule 7.6.2 of the Tahoe Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Schedule 7.6.2 of the Tahoe Disclosure Letter, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less than six (6) years from the Effective Date.

7.6.3 If Tahoe or Pan American or any of their successors or assigns shall (i) amalgamate, consolidate with or merge or wind-up in any other person and shall not be the continuing or surviving corporation or entity, or (ii) transfer all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of Tahoe or Pan American, as the case may be, shall assume all of the obligations of Tahoe or Pan American, as applicable, set forth in this Section 7.6.

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7.6.4 The provisions of this Section 7.6 are intended for the benefit of, and shall be enforceable by, each insured or indemnified person, his or her heirs and his or her legal representatives and, for such purpose, Tahoe hereby confirms that it is acting as agent and trustee on their behalf. Furthermore, this Section 7.6 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six (6) years.

7.7

Pan American Non-Solicitation

7.7.1 Except as otherwise expressly provided in this Section 7.7, Pan American shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Pan American or any of its subsidiaries (collectively, the “Pan American Representatives”) or any subsidiary (and Pan American shall cause the Pan American Representatives and its subsidiaries not to):

(a)

make, solicit, initiate, encourage or otherwise facilitate (including by way of furnishing information (including any site visit) or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement in accordance with Section 7.7.3)) any offer, proposal, expression of interest or inquiry that constitutes, or that would reasonably be expected to lead to, an Alternative Transaction;

(b)

enter into or otherwise engage or participate in any discussions or negotiations with any person (other than Pan American or any of its affiliates) regarding an Alternative Transaction or that reasonably could be expected to constitute or lead to an Alternative Transaction or any offer, proposal, expression of interest or inquiry that constitutes or that could reasonably be expected to lead to an Alternative Transaction; provided that Pan American shall be permitted to communicate with any person solely for the purposes of clarifying the terms of any offer, proposal, expression of interest or inquiry made by such person;

(c)

remain neutral with respect to, or agree to, approve, accept, endorse or recommend, or propose publicly to agree to, approve, accept, endorse or recommend any Alternative Transaction (it being understood that publicly taking no position or a neutral position with respect to an Alternative Transaction for a period exceeding three (3) Business Days after such Acquisition Proposal has been publicly announced will be deemed to constitute a violation of this Section 7.7.1(c);

(d)

accept or enter into or publicly propose to accept or enter into, any agreement, understanding or arrangement in respect of an Alternative Transaction (other than a confidentiality agreement in accordance with Section 7.7.3);

(e)

make a Pan American Change in Recommendation; or

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(f)

make any public announcement or take any other action inconsistent with, or that could reasonably be likely to be regarded as detracting from, the approval, recommendation or declaration of advisability of the Pan American Board of the transactions contemplated hereby.

7.7.2 Except as otherwise provided in this Section 7.7, Pan American shall, and shall cause its subsidiaries and Pan American Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore by Pan American, its subsidiaries or any Pan American Representatives with respect to any Alternative Transaction, and, in connection therewith, Pan American shall discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible, and in any event no later than two (2) Business Days following the date of this Agreement, request, to the extent that it is entitled to do so (and use its commercially reasonable efforts to ensure that such requests are observed) the return or destruction of all confidential information regarding Pan American and its subsidiaries previously provided to any person who could reasonably be expected to propose an Alternative Transaction or any other person and shall request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any confidential information regarding Pan American and its subsidiaries. Pan American agrees that neither it nor any of its subsidiaries, shall terminate, waive, amend, modify or release any person from any provision of any existing confidentiality agreement or any standstill agreement to which Pan American or any of its subsidiaries is a party. Pan American shall promptly and diligently enforce all standstill, non-disclosure, non-disturbance, non-solicitation, use, business purpose and similar covenants to which it or any of its subsidiaries is party.

7.7.3 Notwithstanding Sections 7.7.1 and 7.7.2 and any other provision of this Agreement, if at any time following the date of this Agreement, and prior to the approval of the Pan American Shareholders of the Pan American Resolutions, provided that Pan American is then in compliance with all of its obligations under this Agreement (including under Sections 7.7.1 and 7.7.2), Pan American receives a bona fide unsolicited written Alternative Transaction that:

(a)

the Pan American Board determines in good faith, after consultation with the Pan American Financial Advisors and outside legal counsel, constitutes or could reasonably be expected to, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the Pan American Shareholders from a financial point of view than the transactions contemplated by this Agreement; and

(b)

the Pan American Board determines in good faith, after consultation with outside legal counsel that failure to furnish information with respect to Pan American and its subsidiaries to the person making such Alternative Transaction or participate in discussions or negotiations with such person would be inconsistent with its fiduciary duties under applicable Law,

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then Pan American may, provided it has first complied with Section 7.7.4 and has first entered into, and provided to Pan American an executed copy of, a confidentiality agreement with such person (the terms of which shall be no more favourable to such person than the Confidentiality Agreement):

(c)

furnish information with respect to Pan American and its subsidiaries to the person making such Alternative Transaction; or

(d)

participate in discussions or negotiations with the person making such Alternative Transaction.

7.7.4 Pan American shall promptly (and in any event within twenty-four (24) hours of receipt by Pan American, any of its subsidiaries or any Pan American Representative) notify Tahoe, at first orally and then in writing, of: (i) any offer, proposal, expression of interest or inquiry (orally or in writing) relating to, that constitutes or that would reasonably be expected to lead to an Alternative Transaction, (ii) any request for discussions or negotiations relating to, that constitutes or that would reasonably be expected to lead to an Alternative Transaction, and (iii) any request for non-public information relating to Pan American or any of its subsidiaries or for access to the properties, books or records of Pan American or any of its subsidiaries in connection with any actual or potential Alternative Transaction, in each case received on or after the date of this Agreement, of which Tahoe or any of its subsidiaries, or any of its or their Representatives, is or becomes aware, or any changes, amendments or modifications to any of the foregoing. Such notice shall include a description of the terms and conditions of any such Alternative Transaction or offer, proposal, expression of interest, inquiry or request, the identity of the person proposing such Alternative Transaction or such offer, proposal, expression of interest, inquiry or request, a copy of such offer, proposal, expression of interest, inquiry or request and all material written communication relating thereto and provide such other material details of such Alternative Transaction or offer, proposal, expression of interest, inquiry or request which are known to Pan American. Pan American shall keep Tahoe fully informed on a reasonably current basis of the status of, including any change, amendment or modification to the terms, and details of any discussion or negotiations with respect to, any such Alternative Transaction or offer, proposal, expression of interest, inquiry or request and Tahoe shall respond to all inquiries by Pan American with respect thereto.

7.7.5 Notwithstanding anything in this Agreement to the contrary, if at any time following the date of this Agreement and prior to the approval of the Pan American Shareholders of the Pan American Resolutions, provided that Pan American is then in compliance with all of its obligations under this Agreement (including under this Section 7.7), Pan American receives a bona fide unsolicited written Alternative Transaction and the Pan American Board determines in good faith, after consultation with the Pan American Financial Advisors and its outside legal counsel (a) that such Alternative Transaction, will, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the Pan American Shareholders from a financial point of view than the transactions contemplated by this Agreement, and (b) failure to enter into a binding written agreement with respect to such Alternative Transaction would be inconsistent with its fiduciary duties under applicable Law, the Pan American Board may, subject to compliance with the procedures set forth in Section 8.2 (including without limitation, the payment of the Pan American Termination Fee), terminate this Agreement in order to enter into a binding written agreement to implement such Alternative Transaction.

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7.7.6 Subject to the provisions of Section 7.7, nothing contained in this Agreement shall prevent Pan American or the Pan American Board from calling and holding a meeting of Pan American Shareholders, or any of them, requisitioned by Pan American Shareholders, or any of them, in accordance with the BCBCA or ordered to be held by a court in accordance with applicable Laws.

ARTICLE 8

TERM, TERMINATION, AMENDMENT AND WAIVER

8.1

Term

This Agreement shall be effective from the date of this Agreement, until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

8.2

Termination

8.2.1 This Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement or the Tahoe Resolution by the Tahoe Shareholders or the Arrangement by the Court):

(a)

by mutual written agreement of Tahoe and Pan American; or

(b)

by either Tahoe or Pan American, if:

(i)

the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 8.2.1(b)(i) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by such Outside Date;

(ii)

after the date of this Agreement, there shall be enacted or made any applicable Law that makes consummation of the Arrangement illegal or otherwise prohibited or enjoins Tahoe or Pan American from consummating the Arrangement and such applicable Law or enjoinment shall have become final and non-appealable shall not be available to any Party unless such Party has used commercially reasonable efforts to, as applicable, appeal or overturn or otherwise have it lifted or rendererd non-applicable in respect of the Arrangement;

(iii)

the Tahoe Resolution shall have failed to receive the requisite vote for approval from Tahoe Shareholders at the Tahoe Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 8.2.1(b)(iii) if the failure to receive the approval from Tahoe Shareholders 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 agreements under this Agreement; or

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(iv)

the Pan American Resolutions shall have failed to receive the requisite vote for approval from Pan American Shareholders at the Pan American Meeting (including any adjournment or postponement thereof) provided that a Party may not terminate this Agreement pursuant to this Section 8.2.1(b)(iv) if the failure to receive the approval from Pan American Shareholders 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 agreements under this Agreement.

(c)

by Pan American, if:

(i)

the Tahoe Board (A) fails to provide the Tahoe Board Recommendation, (B) withdraws, withholds, amends, modifies or qualifies, or proposes publicly to withdraw, withhold, amend, modify or qualify the Tahoe Board Recommendation, (C) approves, accepts, endorses, or recommends or proposes publicly to approve, accept, endorse or recommend, any Acquisition Proposal, or (D) fails to reaffirm the Tahoe Board Recommendation within five (5) Business Days (and in any case prior to the Tahoe Meeting) after having been requested in writing by Pan American to do so (it being understood that the taking of a neutral position or no position with respect to an Acquisition Proposal beyond a period of three (3) Business Days (or beyond the time of the Tahoe Meeting, if sooner) shall be considered a failure of the Tahoe Board to reaffirm its recommendation within the requisite time period) (each of the foregoing being referred to as a “Tahoe Change in Recommendation”);

(ii)

the Pan American Board authorizes Pan American, subject to complying with the terms of this Agreement, to enter into a binding written agreement relating to an Alternative Transaction; provided that concurrent with such termination, Pan American pays, or causes to be paid, the Termination Fee payable pursuant to Section 7.7.5;

(iii)

any of the conditions set forth in Section 6.1 or Section 6.2 is not satisfied, and such condition is incapable of being satisfied by the Outside Date;

(iv)

subject to Section 7.1, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Tahoe set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or Section 6.2 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date; provided that Pan American is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1 or Section 6.3 not to be satisfied;

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(v)

without limiting the provisions of subparagraph (iv) above, Tahoe wilfully or materially breaches any of its obligations or covenants set forth in Section 7.2; or

(vi)

the Tahoe Meeting has not occurred on or before the seventy-fifth (75^th) day after the date of this Agreement; provided that the right to terminate this Agreement pursuant to this Section 8.2.1(c)(vi) shall not be available to Pan American if the failure by Pan American to fulfil any obligation hereunder is the cause of, or results in, the failure of the Tahoe Meeting to occur on or before such date.

(d)

by Tahoe, if:

(i)

the Pan American Board (A) fails to provide the Pan American Board Recommendation, (B) withdraws, withholds, amends, modifies or qualifies, or proposes publicly to withdraw, withhold, amend, modify or qualify the Pan American Board Recommendation, (C) approves, accepts, endorses, or recommends or proposes publicly to approve, accept, endorse or recommend, any Alternative Transaction, or (D) fails to reaffirm the Pan American Board Recommendation within five (5) Business Days (and in any case prior to the Pan American Meeting) after having been requested in writing by Tahoe to do so (it being understood that the taking of a neutral position or no position with respect to an Alternative Transaction beyond a period of three (3) Business Days (or beyond the time of the Pan American Meeting, if sooner) shall be considered a failure of the Pan American Board to reaffirm its recommendation within the requisite time period) (each of the foregoing being referred to as a “Pan American Change in Recommendation”);

(ii)

the Tahoe Board authorizes Tahoe, subject to complying with the terms of this Agreement, to enter into a binding written agreement relating to a Superior Proposal; provided that concurrent with such termination, Tahoe pays, or causes to be paid, the Termination Fee payable pursuant to Section 7.4;

(iii)

any of the conditions set forth in Section 6.1 or Section 6.3 is not satisfied, and such condition is incapable of being satisfied by the Outside Date; or

(iv)

without limiting the provisions of subparagraph (iii) above, Pan American wilfully or materially breaches any of its obligations or covenants set forth in Section 7.2;

(v)

subject to Section 7.1, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Pan American set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or Section 6.3 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date; provided that Tahoe is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1 or Section 6.2 not to be satisfied;

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(vi)

Pan American does not provide or cause to be provided to the Depositary, the Consideration in the manner and at the time contemplated by Section 2.11 hereof; or

(vii)

the Pan American Meeting has not occurred on or before the seventy-fifth (75^th) day after the date of this Agreement; provided that the right to terminate this Agreement pursuant to this Section 8.2(d)(vii) shall not be available to Tahoe if the failure by Tahoe to fulfil any obligation hereunder is the cause of, or results in, the failure of the Pan American Meeting to occur on or before such date.

8.2.2 The Party desiring to terminate this Agreement pursuant to this Section 8.2 (other than pursuant to Section 8.2.1(a)) shall give written notice of such termination to the other Parties.

8.2.3 If this Agreement is terminated pursuant to this Section 8.2, this Agreement shall become void and of no effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except as otherwise expressly contemplated hereby, and provided that the provisions of this Section 8.2.3 and Sections 7.4, 9.2(a), 9.4, 9.6, 9.7, as well as the confidentiality provisions of Section 7.5 and the provisions of the Confidentiality Agreement (other than any standstill provisions contained therein), shall survive any termination hereof pursuant to Section 8.2.1; provided further that neither the termination of this Agreement nor anything contained in this Section 8.2 shall relieve a Party from any liability arising prior to such termination.

8.3

Amendment

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Tahoe Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties and any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

(a)

change the time for performance of any of the obligations or acts of the Parties;

(b)

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

(c)

waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and/or

(d)

waive compliance with or modify any mutual conditions precedent herein contained.

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8.4

Waiver

Either Party may (i) extend the time for the performance of any of the obligations or acts of the other Party, (ii) waive compliance, except as provided herein, with any of the other Party’s agreements, covenants or obligations, or the fulfilment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

ARTICLE 9

GENERAL PROVISIONS

9.1

Privacy

Each Party shall comply with applicable privacy Laws in the course of collecting, using and disclosing personal information about identifiable individuals in connection with the transactions contemplated hereby (the “Transaction Personal Information”). Neither Party shall disclose Transaction Personal Information originally collected by the other Party to any person other than to its advisors who are evaluating and advising on the transactions contemplated by this Agreement. If Pan American completes the transactions contemplated by this Agreement, Pan American shall not, following the Effective Date, without the consent of the individuals to whom such Transaction Personal Information relates or as permitted or required by applicable Law, use or disclose Transaction Personal Information originally collected by Tahoe:

(a)

for purposes other than those for which such Transaction Personal Information was collected by Tahoe prior to the Effective Date; and

(b)

which does not relate directly to the carrying on of the business of Tahoe or to the carrying out of the purposes for which the transactions contemplated by this Agreement were implemented.

The Parties shall protect and safeguard the Transaction Personal Information against unauthorized collection, use or disclosure. Pan American shall cause its advisors to observe the terms of this Section 9.1 and to protect and safeguard all Transaction Personal Information in their possession. If this Agreement shall be terminated, each Party shall promptly deliver to the other Party all Transaction Personal Information originally collected by such other Party in its possession or in the possession of any of its advisors, including all copies, reproductions, summaries or extracts thereof, except, unless prohibited by applicable Law, for electronic backup copies made automatically in accordance with the usual backup procedures of the Party returning such Transaction Personal Information.

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9.2

Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail or as of the following Business Day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):


(a) if to Pan American:

Suite 1440 – 000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0

Attention:		Xxxxxxxxxxx Xxxxx, General Counsel
E-mail:		[email redacted]

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

Xxxxxx Xxxxxx Gervais LLP
1200 Waterfront Centre
000 Xxxxxxx Xx, X.X. Xxx 00000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

Attention:		Xxxx X. Xxxxxxxx
E-mail:		[email redacted]

(b) if to Tahoe:

Suite 1500 – 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0

Attention:		Xxxxxxxxx Xxxxxx, Associate General Counsel
E-mail:		[email redacted]

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

Xxxxxx Lawyers & Business Strategists
0000-0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

Attention:		Xxxxxxxx Xxxxxx
E-mail:		[email redacted]

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

Xxxxxxx Xxxxx & Xxxxxxxxx LLP
2100 Scotia Plaza, 00 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0

Attention:		Xxxx Xxxxx
E-mail:		[email redacted]

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9.3

Governing Law

This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and the Arrangement.

9.4

Injunctive Relief

Subject to Section 7.4, the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions and other equitable relief (including specific performance) to prevent breaches of this Agreement, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief (including specific performance) hereby being waived.

9.5

Time of Essence

Time shall be of the essence in this Agreement.

9.6

Entire Agreement, Binding Effect and Assignment

Pan American may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliate of Pan American, provided that if such assignment and/or assumption takes place, Pan American shall continue to be liable jointly and severally with such affiliate for all of its obligations hereunder. Pan American shall provide Tahoe with written notice of such assignment on or before 5:00 p.m. (Vancouver time) on the Business Day following such assignment. This Agreement shall be binding on and shall enure to the benefit of the Parties and their respective successors and permitted assigns.

This Agreement (including the exhibits and schedules hereto and the Tahoe Disclosure Letter and Pan American Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the Parties any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the Parties without the prior written consent of the other Party.

9.7

Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

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9.8

Further Assurances

Each Party shall use all commercially reasonable efforts do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments as reasonably required by any other Party as necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the Effective Date.

9.9

No Third Party Beneficiaries

Except as provided in Section 7.6, this Agreement is not intended to confer any rights or remedies upon any person other than the Parties to this Agreement.

9.10

Mutual Interest

Notwithstanding the fact that any part of this Agreement has been drafted or prepared by or on behalf of one of the Parties, the Parties confirm that they and their respective counsel have reviewed and negotiated this Agreement and that the Parties have adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties waive the application of any Laws or rule or construction providing that ambiguities in any agreement or other document will be construed against the Party drafting such agreement or other document and agree that no rule of construction providing that a provision is to be interpreted in favour of the person who contracted the obligation and against the person who stipulated it will be applied against any Party.

9.11

Counterparts, Execution

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGE FOLLOWS.]

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


PAN AMERICAN SILVER CORP.

Per:		(signed) Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		President, Chief Executive Officer and Director


0799714 B.C. LTD.

Per:		(signed) Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		Director


TAHOE RESOURCES INC.

Per:		(signed) Xxxxxxx X. Jeannes
Name:		Xxxxxxx X. Jeannes
Title:		Director

Signature page to the Arrangement Agreement

SCHEDULE A

TO THE ARRANGEMENT AGREEMENT

PLAN OF ARRANGEMENT

UNDER SECTION 288 OF THE

BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

(a)

“Aggregate Cash Consideration” means US$275,000,000;

(b)

“Arrangement” means the arrangement under section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.3 of the Arrangement Agreement or this Plan of Arrangement or made at the direction of the Court in the Interim Order or Final Order with the consent of Pan American, Subco and Tahoe, each acting reasonably;

(c)

“Arrangement Agreement” means the arrangement agreement dated November 14, 2018, between Pan American, Subco and Tahoe, including (unless the context otherwise requires) the Schedules thereto, together with the Tahoe Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

(d)

“Arrangement Resolution” means the special resolution of the Tahoe Shareholders approving this Plan of Arrangement, to be substantially in the form and content of Schedule B to the Arrangement Agreement, to be considered, and if deemed advisable, passed with or without variation, by the Tahoe Shareholders at the Tahoe Meeting;

(e)

“BCBCA” means the Business Corporations Act (British Columbia);

(f)

“Business Day” means any day, other than a Saturday, a Sunday or any other day on which the principal chartered banks located in Vancouver, British Columbia are not open for business during normal banking hours;

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Table of Contents

PAN AMERICAN SILVER CORP. AND TAHOE RESOURCES INC. AND 0799714 B.C. LTD. ARRANGEMENT AGREEMENT DATED NOVEMBER 14, 2018