SUPPORT AGREEMENTArrangement Agreement • August 11th, 2011 • Primero Mining Corp • British Columbia
WHEREAS Northgate and Primero propose to effect a business combination by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia);
SECOND AMENDED AND RESTATED SILVER PURCHASE AGREEMENTSilver Purchase Agreement • August 11th, 2011 • Primero Mining Corp • Ontario
This Agreement originally dated as of the 15th day of October, 2004, restated as of the 30th day of March, 2006, and amended and restated as of this 6th day of August, 2010 (the “Reference Date”)
THIS PARTICIPATION AGREEMENT is made this 6th day of August, 2010. AMONG: DESARROLLOS MINEROS SAN LUIS, S.A. de C.V., a corporation existing under the laws of Mexico (“DMSL”)Participation Agreement • August 11th, 2011 • Primero Mining Corp • Ontario
WHEREAS, DMSL, Primero and Mala Noche Resources, S.A. de C.V. (the “Purchaser”) entered into an agreement dated the 6th day of July, 2010 (the “Asset Purchase Agreement”) for the purchase by the Purchaser and the sale by DMSL of all of the Purchased Assets, as defined therein;
COMMERCIAL AGREEMENTCommercial Agreement • August 11th, 2011 • Primero Mining Corp • Ontario
NORTHGATE MINERALS CORPORATION, a corporation existing under the laws of the Province of British Columbia (“Northgate”, together with DMSL, Goldcorp, IMF and Primero, the “Parties”)
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 11th, 2011 • Primero Mining Corp • Ontario
WHEREAS DMSL, Goldcorp Silver (Barbados) Ltd. (“GSBL”) and MLA entered into a letter agreement made the 1st day of June, 2010, wherein, among other things, the parties agreed that MLA, through a wholly-owned Mexican subsidiary, would acquire the Purchased Assets (as hereinafter defined);
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 11th, 2011 • Primero Mining Corp • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and the mutual agreements in this Agreement, and of other consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2011 • Primero Mining Corp • British Columbia
COMMON SHARE PURCHASE WARRANT INDENTURE MALA NOCHE RESOURCES CORP. (TO BE RENAMED “PRIMERO MINING CORP.”) - AND - COMPUTERSHARE TRUST COMPANY OF CANADA Providing for the issue of up to 23,000,000 Common Share Purchase Warrants July 20, 2010Common Share Purchase Warrant Indenture • August 11th, 2011 • Primero Mining Corp • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company registered under the laws of Canada and duly authorized to carry on the trust business in each province of Canada
MALA NOCHE RESOURCES CORP. - and - CANACCORD GENUITY CORP. - and - COMPUTERSHARE TRUST COMPANY OF CANADA SUBSCRIPTION RECEIPT INDENTURE Providing for the Issue of up to 57,500,000 Subscription Receipts Dated as of July 20, 2010Mala Noche Resources • August 11th, 2011 • Primero Mining Corp • British Columbia
WHEREAS the Corporation proposes to create and issue Subscription Receipts (as hereinafter defined) to be constituted and issued as herein provided;
DEED OF INDEMNITYDeed of Indemnity • August 11th, 2011 • Primero Mining Corp • British Columbia
WHEREAS STB (formerly called Goldcorp Trading (Barbados) Limited and Wheaton Trading (Caymans) Ltd.), Goldcorp, Silver Wheaton (Caymans) Ltd. (“SWC”) and Silver Wheaton Corp. (“SLW”) entered into a Restated Silver Purchase Agreement dated as October 15, 2004, amended and restated as of March 30, 2006 and further amended on December 4, 2006, January 31, 2007 and August 5, 2010 (the “2006 SPA”) pursuant to which STB had agreed to sell to SWC, and SWC had agreed to purchase from STB, an amount of Refined Silver equal to 100% of the silver mined and produced from the San Dimas, Los Filos and San Martin mining projects situated in Mexico;
VAT INDEMNITY AGREEMENTVat Indemnity Agreement • August 11th, 2011 • Primero Mining Corp • Ontario
WHEREAS Primero has entered into a credit agreement with The Bank of Nova Scotia (the “Lender”) dated the date hereof (the “Credit Agreement”);
