0001144204-10-040968 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2010 • Brigus Gold Corp. • Gold and silver ores • Colorado

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July ●, 2010 by and among Brigus Gold Corp., a Yukon Territory corporation (the "Company"), the Subscribers (as defined below) and Haywood Securities Inc., Cormark Securities Inc. and Brant Securities Limited (the "Agents"). In order to induce the Subscribers under the Subscription Agreements to enter into the Subscription Agreements, the Company has agreed to provide the registration rights set forth in this Agreement.

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SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH SHARES BRIGUS GOLD CORP. THE FLOW- THROUGH SHARES BEING OFFERED FOR SALE MAY ONLY BE PURCHASED PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION
Subscription Agreement • August 3rd, 2010 • Brigus Gold Corp. • Gold and silver ores • Ontario

A completed and originally executed copy of this Subscription Agreement, including the items required to be completed as set out above, must be delivered, by no later than 1:00 p.m. (Vancouver time) on July 26, 2010, to Haywood Securities Inc. at Suite 2000 - 400 Burrard Street, Vancouver, B.C. V6C 3A6, Attention: Michelle Jankovich (Tel: 604-697-7126, Facsimile: 604-697-7498).

UNDERWRITING AGREEMENT
Underwriting Agreement • August 3rd, 2010 • Brigus Gold Corp. • Gold and silver ores • Ontario
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