exv10w1






Exhibit 10.1




STILLWATER MINING COMPANY

(“Stillwater”)




and



MARATHON PGM CORPORATION

(“Marathon”)



and



MARATHON GOLD CORPORATION

(“Marathon Gold”)



ARRANGEMENT AGREEMENT



Dated September 7, 2010



 









 





SCHEDULES




	 	 	 	 	 

	SCHEDULE A

	 	—
	 	Plan of Arrangement under Section 192 of the Business Corporations Act
(Canada)
	 
	SCHEDULE B

	 	—
	 	Stillwater Subsidiary
	 
	SCHEDULE C

	 	—
	 	Marathon Subsidiaries
	 
	SCHEDULE D

	 	—
	 	Acquired Properties
	 
	SCHEDULE E

	 	—
	 	Marathon Gold Assets and
Marathon Gold Properties
	 
	SCHEDULE F

	 	—
	 	Directors and Officers of
Marathon






 









 






TABLE OF CONTENTS




	 	 	 	 	 

	Article 1 INTERPRETATION
	 	 	5	 
	 
	 	 	 	 
	Definitions
	 	 	5	 
	Number and Gender
	 	 	15	 
	Interpretation Not Affected by Headings
	 	 	16	 
	Date of Any Action
	 	 	16	 
	References to Statutes
	 	 	16	 
	References to Persons
	 	 	16	 
	Accounting Matters
	 	 	16	 
	Knowledge
	 	 	16	 
	Currency
	 	 	16	 
	Schedules
	 	 	17	 
	 
	 	 	 	 
	Article 2 THE ARRANGEMENT
	 	 	17	 
	 
	 	 	 	 
	Plan of Arrangement
	 	 	17	 
	Effective Date
	 	 	17	 
	Interim Order
	 	 	17	 
	Final Order
	 	 	18	 
	1933 Act Exemption
	 	 	18	 
	Closing
	 	 	19	 
	Articles of Arrangement
	 	 	19	 
	 
	 	 	 	 
	Article 3 REPRESENTATIONS AND WARRANTIES
	 	 	19	 
	 
	 	 	 	 
	Representations and Warranties of Stillwater
	 	 	19	 
	Representations and Warranties of Marathon and Marathon Gold
	 	 	22	 
	Survival of Representations and Warranties
	 	 	36	 
	 
	 	 	 	 
	Article 4 COVENANTS
	 	 	36	 
	 
	 	 	 	 
	Covenants of Marathon and Marathon Gold
	 	 	36	 
	Covenants of Marathon and Marathon Gold Regarding Non-Solicitation
	 	 	43	 
	Right to Accept a Superior Proposal
	 	 	46	 
	Covenants of Marathon and Marathon Gold Regarding Reorganization
	 	 	48	 
	Covenants of Stillwater
	 	 	49	 
	 
	 	 	 	 
	Article 5 CONDITIONS PRECEDENT
	 	 	50	 
	 
	 	 	 	 
	Mutual
Conditions Precedent of Marathon, Marathon Gold and Stillwater
	 	 	50	 
	Conditions Precedent to Obligations of Marathon and Marathon Gold
	 	 	52	 
	Conditions Precedent to Obligations of Stillwater
	 	 	53	 
	Co-operation
	 	 	54	 
	Notice and Cure Provisions
	 	 	55	 
	Merger of Conditions
	 	 	56	 
	Resignations
	 	 	56	 
	 
	 	 	 	 
	Article 6 TRANSITION PERIOD AND INSURANCE
	 	 	56	 
	 
	 	 	 	 
	Transition Period
	 	 	56	 
	Insurance
	 	 	57	 
	 
	 	 	 	 
	Article 7 TERMINATION AND AMENDMENT
	 	 	57	 
	 
	 	 	 	 
	Rights of Termination
	 	 	57	 






 









 






	 	 	 	 	 

	Termination Deadline
	 	 	58	 
	Termination Fee
	 	 	58	 
	Amendment
	 	 	59	 
	Waiver
	 	 	59	 
	 
	 	 	 	 
	Article 8 ADDITIONAL COVENANTS AND INDEMNIFICATION
	 	 	59	 
	 
	 	 	 	 
	Other Business
	 	 	59	 
	Right to Purchase Marathon Gold Shares
	 	 	60	 
	Post-Closing Adjustments
	 	 	60	 
	Indemnification by Marathon Gold
	 	 	60	 
	Remedies
	 	 	61	 
	 
	 	 	 	 
	Article 9 PRIVATE PLACEMENT
	 	 	62	 
	 
	 	 	 	 
	Subscription
	 	 	62	 
	Representations, Warranties, Covenants and Acknowledgements of Stillwater
	 	 	62	 
	Representations and Warranties of Marathon
	 	 	66	 
	Survival of Representations
	 	 	66	 
	Covenants of Marathon
	 	 	66	 
	Conditions to Closing the Private Placement
	 	 	67	 
	Payment of Subscription Price
	 	 	67	 
	 
	 	 	 	 
	Article 10 GENERAL
	 	 	67	 
	 
	 	 	 	 
	Notice
	 	 	67	 
	Binding Effect
	 	 	69	 
	No Assignment
	 	 	69	 
	Public Statements
	 	 	69	 
	Entire Agreement
	 	 	69	 
	Time of Essence
	 	 	70	 
	Severability
	 	 	70	 
	Counterpart Executions and Facsimile Transmissions
	 	 	70	 
	Fees and Expenses
	 	 	70	 
	Investigation
	 	 	70	 
	Further Assurances
	 	 	70	 
	Waiver
	 	 	70	 
	Governing Law
	 	 	70	 







4.











 





ARRANGEMENT AGREEMENT



THIS
ARRANGEMENT AGREEMENT is dated the
7th day of September, 2010.




	 	 	 

	AMONG:

	 	STILLWATER MINING COMPANY, a corporation existing under the laws of Delaware;
	 
	 	 
	 

	 	(“Stillwater”)
	 
	 	 
	AND:

	 	MARATHON PGM CORPORATION, a corporation existing under the laws of Canada;
	 
	 	 
	 

	 	(“Marathon”)
	 
	 	 
	AND:

	 	MARATHON GOLD CORPORATION, a corporation existing under the laws of Canada;
	 
	 	 
	 

	 	(“Marathon Gold”)





WHEREAS:





	(A)	 	Marathon Gold is a wholly-owned Subsidiary of Marathon.
	 
	(B)	 	Stillwater, Marathon Gold and Marathon agree to proceed with a business combination transaction
providing for the transfer of part of the business of Marathon to Marathon Gold, the distribution
of the Marathon Gold Shares to Marathon Shareholders and the acquisition by Stillwater of all of
the Marathon Shares.
	 
	(C)	 	The Parties hereto intend to carry out the proposed business combination transaction by way of
a plan of arrangement under the provisions of the Canada Business
Corporations Act.




NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the respective covenants and
agreements hereinafter contained and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the Parties hereto agree as follows:




ARTICLE 1

INTERPRETATION



Definitions





	1.1	 	In this Agreement and in the recitals hereto, unless there is something in the context or
subject matter inconsistent therewith, the following words and terms shall have the meanings
hereinafter set out:






	 	(a)	 	“AcquireCo” has the meaning ascribed to such term in subsection 4.5(h) hereof;




 









 












	 	(b)	 	“Acquired Assets” means all of the assets and liabilities of Marathon that remain in Marathon
following the Marathon Gold Transfer;
	 
	 	(c)	 	“Acquired Properties” means the Marathon PGM-Cu Project, the Geordie Lake PGM-Cu Project, the
Coubran Lake Project, the Bird River Sill Project and the Freehold Properties, all as more
particularly described in schedule D attached hereto;
	 
	 	(d)	 	“Acquisition Proposal” means, other than from or with Stillwater or the Stillwater Subsidiary,
any merger, amalgamation, statutory arrangement, recapitalization,
take-over bid, sale of material
properties or assets (including, without limitation, the sale of all or any part of the Acquired
Assets or the Acquired Properties), any lease, long-term supply agreement or other arrangement
having the same economic effect as a sale of any such material properties or assets, any sale or
grant of a royalty or similar type transaction with respect to the Acquired Properties, any
liquidation, winding-up, sale or redemption of a material number of shares or rights or interests
therein or thereto or any similar transaction involving Marathon or any of the Marathon
Subsidiaries, or any other similar transaction which would, or could, impede the completion of the
Arrangement or any of the other transactions contemplated in this Agreement or a written inquiry or
proposal to do so, excluding the Arrangement, the Private Placement and the other transactions
contemplated hereby;
	 
	 	(e)	 	“Agreement” means this agreement among Stillwater, Marathon and Marathon Gold entered into for
the purpose of effecting the Arrangement, including the schedules attached hereto, as the same may
be supplemented or amended from time to time;
	 
	 	(f)	 	“Applicable Laws” means any domestic or foreign statute, law, ordinance, rule, regulation,
restriction, published and legally binding regulatory policy or guideline, by-law (zoning or
otherwise), or order or any consent, exemption, approval or licence of any domestic or foreign
Governmental Entity that applies in whole or in part to the Parties hereto, as the context
requires, or to their respective businesses, undertakings, properties or securities including,
without limitation, Applicable Securities Laws;
	 
	 	(g)	 	“Applicable Securities Laws” means Canadian Securities Laws and United States Securities Laws
as applicable in the circumstances;
	 
	 	(h)	 	“Arrangement” means the arrangement under the provisions of section 192 of the CBCA, on the
terms and conditions set forth in the Plan of Arrangement, subject to any
amendment or supplement thereto made in accordance with this Agreement and the Plan of Arrangement
or made at the direction of the Court in the Final Order;
	 
	 	(i)	 	“Arrangement Resolution” means the Special Resolution of Marathon Shareholders approving the
Arrangement;
	 
	 	(j)	 	“Articles of Arrangement” means the articles of arrangement of Marathon in respect of the
Arrangement required by the CBCA to be filed with the Director after the Final Order is made;





6.




 









 









	 	(k)	 	“Business Day” means a day which is not a Saturday, Sunday or a civic or statutory holiday in
Toronto, Ontario;
	 
	 	(l)	 	“Canadian GAAP” means accounting principles generally accepted in Canada;
	 
	 	(m)	 	“Canadian Securities Laws” means the Securities Act (Ontario) and the equivalent legislation in
the other provinces and in the territories of Canada, as amended from time to time, the rules,
regulations and forms made or promulgated under any such statute and the published national
instruments, multilateral instruments, policies, bulletins and notices of the securities
commissions and similar regulatory authorities of each of the provinces and territories of Canada
and the published rules and policies of the TSX;
	 
	 	(n)	 	“Cash Consideration” has the meaning ascribed thereto in the Plan of Arrangement;
	 
	 	(o)	 	“CBCA” means the Canada Business Corporations Act, as amended;
	 
	 	(p)	 	“Claim” has the meaning ascribed to such term in section 8.4 of this Agreement;
	 
	 	(q)	 	“Closing Date” means the Business Day that is three Business Days after the granting of the
Final Order or such other date as the Parties hereto may agree;
	 
	 	(r)	 	“Code” means the Internal Revenue Code of 1986 (United States), as amended;
	 
	 	(s)	 	“Competition Act” means the Competition Act (Canada);
	 
	 	(t)	 	“Confidentiality Agreement” means the confidentiality agreement dated May 6, 2010 between
Stillwater and Marathon, as amended;
	 
	 	(u)	 	“Court” means the Ontario Superior Court of Justice (Commercial List);
	 
	 	(v)	 	“Depositary” means any trust company, bank or financial institution agreed to in writing
between Stillwater and Marathon for the purpose of, among other things,
exchanging certificates representing Marathon Shares for certificates representing Share
Consideration and disbursing the Cash Consideration;
	 
	 	(w)	 	“Director” means the Director appointed pursuant to section 260 the CBCA;
	 
	 	(x)	 	“Dissent Rights” means the rights of dissent of Marathon Shareholders in respect of the
Arrangement Resolution described in the Plan of Arrangement;
	 
	 	(y)	 	“Dissenting Marathon Shareholder” has the meaning ascribed thereto in the Plan of Arrangement;
	 
	 	(z)	 	“Effective Date” means the date shown in the certificate of arrangement issued in accordance
with section 262 of the CBCA in respect of the Arrangement, being the Closing Date, or such other
date as may be agreed to by the Parties hereto;
	 
	 	(aa)	 	“Effective Time” means the time when the Arrangement will be deemed to have been completed,
which shall be 12:01 a.m., Toronto time, on the Effective Date;





7.




 









 









	 	(bb)	 	“Encumbrance” means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security
interest, adverse interest, 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;
	 
	 	(cc)	 	“Environmental Approvals” means all permits, certificates, licences, authorizations, consents,
instructions, registrations, directions or approvals issued or required by any Governmental Entity
pursuant to any Environmental Law;
	 
	 	(dd)	 	“Environmental Laws” means all Applicable Laws relating to pollution, the protection of the
environment or public health and safety including all Environmental Approvals;
	 
	 	(ee)	 	“Exchange Ratio” has the meaning ascribed thereto in the Plan of Arrangement;
	 
	 	(ff)	 	“Fairness Opinion” means the verbal and the subsequent written opinion of the Financial
Advisor that the consideration to be received by Marathon Shareholders, other than Stillwater,
pursuant to the Arrangement is fair, from a financial point of view, to the Marathon Shareholders,
subject to the limitations and qualifications set out in the Fairness Opinion;
	 
	 	(gg)	 	“Final Order” means the final order of the Court approving the Arrangement, as such order may
be amended by the Court (with the consent of Stillwater and Marathon) at any
time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied,
as affirmed or as amended on appeal;
	 
	 	(hh)	 	“Financial Advisor” means Haywood Securities Inc.;
	 
	 	(ii)	 	“Freehold Properties” means the real property as more particularly described in schedule D
attached hereto;
	 
	 	(jj)	 	“Governmental Entity” means any applicable (i) multinational, federal, provincial, state,
regional, municipal, local or other government, governmental or public department, central bank,
court, tribunal, arbitral body, commission, board, bureau, agency, domestic or foreign, (ii) any
subdivision, agent, commission, board or authority of any of the foregoing, or (iii) any
quasi-governmental or private body exercising any regulatory, expropriation or taxing authority
under or for the account of any of the foregoing;
	 
	 	(kk)	 	“Hazardous Substance” means any chemical, material or substance in any form, whether solid,
liquid, gaseous, semisolid or any combination thereof, whether waste material, raw material,
finished product, intermediate product, by-product or any other material or article, that is listed
or regulated under any Environmental Laws as a hazardous substance, toxic substance, waste or
contaminant or is otherwise listed or regulated under any Environmental Laws because it poses a
hazard to human health or the environment, including petroleum products, asbestos, PCBs, urea
formaldehyde foam insulation and lead-containing paints or coatings;
	 
	 	(ll)	 	“ICA” means the Investment Canada Act, as amended, and the regulations issued thereunder;





8.




 









 









	 	(mm)	 	“IFRS” means International Financial Reporting Standards;
	 
	 	(nn)	 	“Indemnified Liability” means a liability or obligation accruing or becoming payable by
Marathon, which was incurred or accrued prior to the Effective Time and that relates principally to
one of the Marathon Gold Properties (including the operations or activities in connection
therewith) of Marathon or the Marathon Subsidiaries (prior to the Effective Time), but provided
that any such liability or obligation disclosed in the Marathon Disclosure Letter or that relates
to operations or activities on the Acquired Properties prior to the Effective Time shall not be an
Indemnified Liability;
	 
	 	(oo)	 	“Indemnified Taxes” means (i) the amount of any Tax which is payable to any Governmental
Entity by Marathon, Marathon Gold or any of the Marathon Subsidiaries, as the case may be, in
respect of the Marathon Gold Transfer and any Pre-Acquisition
Reorganization; and (ii) the amount of any Taxes assessed or reassessed by any Governmental Entity
against Marathon, Marathon Gold or any of the Marathon Subsidiaries, as the case may be, for any
period ending at or before the Effective Time;
	 
	 	(pp)	 	“Indemnity Notice” has the meaning ascribed to such term in section 8.4 hereof;
	 
	 	(qq)	 	“Interim Order” means the interim order of the Court providing for, among other things, the
calling and holding of the Marathon Meeting, as such order may be amended, supplemented or varied
by the Court;
	 
	 	(rr)	 	“Losses”, in respect of any matter, means all claims, demands, proceedings, losses, damages,
liabilities, deficiencies, costs and expenses (including all interest, penalties, amounts paid in
settlement and reasonable out-of-pocket legal and other professional fees and disbursements)
arising directly or indirectly as a consequence of such matter less in all cases any insurance
and/or tax benefits received or receivable in respect thereof;
	 
	 	(ss)	 	“Marathon” means Marathon PGM Corporation, a corporation existing under the laws of Canada;
	 
	 	(tt)	 	“Marathon Board” means the board of directors of Marathon;
	 
	 	(uu)	 	“Marathon Convertible Securities” means, other than the Marathon Options, the outstanding
warrants, including the Marathon Warrants, convertible securities and other rights to acquire
Marathon Shares as listed in the Marathon Disclosure Letter;
	 
	 	(vv)	 	“Marathon Disclosure Documents” means:






	 	(i)	 	the annual information form of Marathon dated March 26, 2010 for the year ended December 31,
2009;
	 
	 	(ii)	 	the management information circular of Marathon dated May 13, 2010;
	 
	 	(iii)	 	the annual audited consolidated financial statements of Marathon for the years ended December
31, 2009 and December 31, 2008;





9.




 









 









	 	(iv)	 	the unaudited interim consolidated financial statements of Marathon for the three and six
months ended June 30, 2010 and 2009;
	 
	 	(v)	 	the management discussion and analysis of Marathon for the year ended December 31, 2009, and
the period ended June 30, 2010;
	 
	 	(vi)	 	all material change reports filed by Marathon on SEDAR after December 31, 2009; and
	 
	 	(vii)	 	all press releases filed by Marathon on SEDAR after December 31, 2009;






	 	(ww)	 	“Marathon Disclosure Letter” means the letter dated the date hereof delivered by Marathon to
Stillwater in the form accepted by Stillwater;
	 
	 	(xx)	 	“Marathon Gold” means Marathon Gold Corporation, a corporation existing under the laws of
Canada;
	 
	 	(yy)	 	“Marathon Gold Assets” means the assets and liabilities of Marathon to be transferred to
Marathon Gold, including the Marathon Gold Properties, as part of the Marathon Gold Transfer, all
as more particularly described in schedule E attached hereto;
	 
	 	(zz)	 	“Marathon Gold Cash Contribution” means the contribution by Marathon to Marathon Gold of an
amount equal to:






	 	(i)	 	the difference between the current assets less the current liabilities of Marathon as at June
30, 2010; plus
	 
	 	(ii)	 	the proceeds of the Private Placement and all amounts received upon the exercise of Marathon
Options, Marathon Warrants or other Marathon Convertible Securities; less
	 
	 	(iii)	 	the liabilities incurred in the ordinary course of business of Marathon (but not including
liabilities to be assumed by Marathon Gold) between July 1, 2010 and the Effective Date;






	 	 	 	provided, however, that the amount of the contribution shall not be greater than
$6,000,000;
	 
	 	(aaa)	 	“Marathon Gold Properties” means the Valentine Lake Project, the Dorset Project, the Finger
Pond Project, the Steel Mountain Complex Project and the Molly B Project, all as more particularly
described in schedule E attached hereto;
	 
	 	(bbb)	 	“Marathon Gold Shares” means the common shares which Marathon Gold is authorized to issue as
presently constituted;
	 
	 	(ccc)	 	“Marathon Gold Transfer” has the meaning
ascribed to such term in subsection 4.4(a)(i) hereof;
	 
	 	(ddd)	 	“Marathon Information Circular” means the management information circular (including all
appendices attached thereto), notice of meeting and proxy form to be





10.




 









 









	 	 	 	sent by Marathon to Marathon Shareholders soliciting the approval of the Arrangement Resolution;
	 
	 	(eee)	 	“Marathon Meeting” means the special meeting of Marathon Shareholders, including any
adjournment or adjournments or postponement or postponements thereof, to be held for the purposes
of obtaining approval by Marathon Shareholders of the Arrangement Resolution;
	 
	 	(fff)	 	“Marathon Options” means the outstanding options to acquire Marathon Shares listed in the
Marathon Disclosure Letter and which have been issued pursuant to the Marathon Stock Option Plan;
	 
	 	(ggg)	 	“Marathon Rights Plan” means the shareholder rights plan of Marathon created pursuant to the
shareholder rights plan agreement dated April 21, 2005, as amended, between Marathon and CIBC
Mellon Trust Company;
	 
	 	(hhh)	 	“Marathon Shareholder Approval” shall have the meaning ascribed to such term in subsection
2.3(b) hereof;
	 
	 	(iii)	 	“Marathon Shareholders” means holders of Marathon Shares;
	 
	 	(jjj)	 	“Marathon Shares” means the common shares which Marathon is authorized to issue as presently
constituted;
	 
	 	(kkk)	 	“Marathon Stock Option Plan” means the stock option plan of Marathon as approved by the
Marathon Board and by the Marathon Shareholders on June 15,
2010;
	 
	 	(lll)	 	“Marathon Subsidiaries” means the subsidiaries of Marathon, excluding Marathon Gold following
the Effective Time, which are set out in schedule C attached hereto
and “Marathon Subsidiary”
refers to any one of them;
	 
	 	(mmm)	 	“Marathon Warrants” means the outstanding warrants to purchase up to 58,540 Marathon Shares
issued by Marathon as disclosed in the Marathon Disclosure Letter;
	 
	 	(nnn)	 	“Material Adverse Change” means, in respect of Stillwater and the Stillwater Subsidiary,
Marathon Gold, Marathon and the Marathon Subsidiaries, or the Acquired Properties, any one or more
changes, events or occurrences, and “Material Adverse Effect” means, in respect of Stillwater and
the Stillwater Subsidiary, Marathon Gold, Marathon and the Marathon Subsidiaries or the Acquired
Properties, any state of facts, which, in either case, either individually or in the aggregate,
are, or would reasonably be expected to be, material and adverse to the business, operations,
results of operations,
prospects, properties, assets, liabilities or financial condition of Stillwater and the Stillwater
Subsidiary on a consolidated basis, or of Marathon Gold, or of Marathon and the Marathon
Subsidiaries on a consolidated basis, or the Acquired Properties or the right to explore, develop
or exploit the Acquired Properties, respectively, other than any change, effect, event or
occurrence (i) relating to the global economy or securities markets in general, (ii) affecting the
worldwide mining industry in general and which does not have a materially disproportionate effect
on Marathon Gold or on





11.




 









 









	 	 	 	Stillwater and the Stillwater Subsidiary on a consolidated basis, or on Marathon, Marathon Gold,
and the Marathon Subsidiaries on a consolidated basis, or the Acquired Properties, respectively,
(iii) resulting from changes in the price of palladium, platinum, copper or associated metals, (iv)
relating to the rate at which Canadian dollars can be exchanged for
United States dollars or vice
versa, or (v) a change in the trading price of the Stillwater Shares or the Marathon Shares
following and reasonably attributable to the disclosure of the Arrangement and the other
transactions contemplated herein;
	 
	 	(ooo)	 	“Material Fact” has the meaning ascribed to such term in the Securities Act (Ontario), as
amended;
	 
	 	(ppp)	 	“Misrepresentation” has the meaning ascribed thereto in the Applicable Securities Laws;
	 
	 	(qqq)	 	“NYSE” means the New York Stock Exchange, Inc.;
	 
	 	(rrr)	 	“Party” means any one of Stillwater,
Marathon and Marathon Gold, and “Parties” means more
than one of them as the context requires;
	 
	 	(sss)	 	“PCMLTFA” has the meaning ascribed thereto in subsection 9.2(o) hereof;
	 
	 	(ttt)	 	“Person” means any individual, corporation, firm, partnership (including, without limitation,
a limited partnership), sole proprietorship, syndicate, joint venture, trustee, trust, any
unincorporated organization or association, any government or instrumentality thereof and any
tribunal;
	 
	 	(uuu)	 	“Plan” or “Plan of Arrangement” means the plan of arrangement to be substantially in the form
and content of schedule A attached hereto as amended or varied pursuant to the terms hereof and
thereof;
	 
	 	(vvv)	 	“Pre-Acquisition Reorganization” has the meaning ascribed to such term in subsection 4.4(c)
hereof;
	 
	 	(www)	 	“Private Placement” has the meaning ascribed to such term in section 9.1 hereof;
	 
	 	(xxx)	 	“Record Date” means the date set by Marathon at which holders of Marathon Shares entitled to
vote at the Marathon Meeting shall be determined;
	 
	 	(yyy)	 	“Records and Data” means all books, contracts, documents, technical information and data (in
paper or electronic form), maps, surveys, drill core samples and assays owned by Marathon;
	 
	 	(zzz)	 	“Regulation D” means Regulation D under the 1933 Act;
	 
	 	(aaaa)	 	“Regulation S” means Regulation
S under the 1933 Act;
	 
	 	(bbbb)	 	“Revised Termination Deadline” has the meaning ascribed to such term in section 7.2 hereof;
	 
	 	(cccc)	 	“SEC” means the United States Securities and Exchange Commission;





12.





 









 









	 	(dddd)	 	“Securities Authority” means the appropriate securities commissions or similar regulatory
authorities in the United States (including the SEC) and in each of the provinces of Canada;
	 
	 	(eeee)	 	“SEDAR” means the System for Electronic Document Analysis and Retrieval described in
National Instrument 13-101 of the Canadian Securities Administrators and available for public view
at www.sedar.com;
	 
	 	(ffff)	 	“Share Consideration” has the meaning ascribed thereto in the Plan of Arrangement;
	 
	 	(gggg)	 	“Stillwater” means Stillwater Mining Company, a corporation existing under the
laws of Delaware;
	 
	 	(hhhh)	 	“Stillwater Board” means the board of directors of Stillwater;
	 
	 	(iiii)	 	“Stillwater Disclosure
Documents” means






	 	 (i)	 	Annual Report on Form 10-K for the year ended December 31, 2009;
	 
	 	 (ii)	 	Quarterly Reports on Form 10-Q for the three months ended March 31, 2010 and six months ended
June 30, 2010; and
	 
	 	 (iii)	 	Current Reports on Form 8-K filed on May 4, 2010, May 5, 2010, May 7, 2010, May 27, 2010,
July 28, 2010 and August 5, 2010;






	 	(jjjj)	 	“Stillwater Disclosure Letter” means the letter dated the date hereof delivered by Stillwater
to Marathon in the form accepted by Marathon;
	 
	 	(kkkk)	 	“Stillwater Replacement Options” has the meaning ascribed to such term in subsection 3.2(d)
hereof;
	 
	 	(llll)	 	“Stillwater Shares” means the common stock which Stillwater is authorized to issue as
presently constituted;
	 
	 	(mmmm)	 	“Stillwater Subsidiary” means the subsidiary of Stillwater set out in schedule B attached
hereto;
	 
	 	(nnnn)	 	“Subscription Closing Date” means the date on which the closing of the Private Placement
shall occur at the offices of counsel to Marathon in Toronto, Ontario currently anticipated to be
September 16, 2010, or such later date as the Parties hereto may agree, and in any event no later
than September 30, 2010, subject to the receipt of all necessary approvals under Applicable Laws;
	 
	 	(oooo)	 	“Subscription Price” has the meaning ascribed to such term in section 9.1 hereof;
	 
	 	(pppp)	 	“Subscription Shares” has the meaning ascribed to such term in section 9.1 hereof;
	 
	 	(qqqq)	 	“Subsidiary” means, with respect to a specified body corporate, any body corporate of which
the specified body corporate is entitled to elect a majority of the directors thereof and shall
include any body corporate, partnership, joint venture or other entity over which such specified
body corporate exercises direction or control or





13.





 









 









	 	 	 	which is in a like relation to such a body corporate, excluding any body corporate in respect of
which such direction or control is not exercised by the specified body corporate as a result of any
existing contract, agreement or commitment;
	 
	 	(rrrr)	 	“Special Resolution” has the meaning ascribed to such term in the CBCA;
	 
	 	(ssss)	 	“Superior Proposal” means any bona fide written Acquisition Proposal, other than the
Arrangement, that the Marathon Board unanimously determines in good faith (based upon the written
advice of the Financial Advisor and after consultation with outside legal counsel) (i) is
reasonably capable of being completed without undue delay, taking into
account all legal, financial, regulatory and other aspects of such proposal and the Person making
such proposal, (ii) is not subject to a due diligence condition, (iii) is for the acquisition of
100% of the outstanding Marathon Shares (other than Marathon Shares owned by the Person making the
Acquisition Proposal together with its Affiliates) or is for all or substantially all of the
consolidated assets of Marathon and the Marathon Subsidiaries, (iv) is not conditional on obtaining
financing, and (v) would, if completed in accordance with its terms, result in a transaction more
favourable to Marathon Shareholders, from a financial point of view, than the Arrangement;
	 
	 	(tttt)	 	“Superior Proposal Notice” has the meaning ascribed to such term in subsection 4.3(a)
hereof;
	 
	 	(uuuu)	 	“Support Agreements” means the support agreements dated the Record Date and made between
Stillwater and the Support Shareholders;
	 
	 	(vvvv)	 	“Support Shareholders” means all of the directors and officers of Marathon listed in
schedule F attached hereto;
	 
	 	(wwww)	 	“Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees imposts,
levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental
Entity, including all income taxes (including any tax on or based upon net income, gross income,
income as specially defined, earnings, profits or selected items of income, earnings or profits)
and all capital taxes, gross receipts taxes, environmental taxes and charges, sales taxes, use
taxes, ad valorem taxes, value added taxes, subsoil use or extraction taxes and ownership fees,
transfer taxes (including, without limitation, taxes relating to the transfer of interests in real
property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes,
health taxes, payroll taxes, employment taxes, Canada or Quebec Pension Plan premiums, excise,
severance, social security, workers’ compensation, employment insurance or compensation taxes,
mandatory pension and other social fund taxes or premium, stamp taxes, occupation taxes, premium
taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and
services tax, harmonized sales tax, customs duties or other taxes, fees, imports, assessments or
charges or any kind whatsoever, and any instalments in respect thereof, together with any interest
and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on
such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect
to the foregoing;





14.




 









 









	 	(xxxx)	 	“Tax Act” means the Income Tax Act (Canada), as amended and the regulations thereunder, as
amended;
	 
	 	(yyyy)	 	“Tax Return” means any return, election, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or attachment thereto,
and including any amendment thereof;
	 
	 	(zzzz)	 	“Termination Deadline” means December 21, 2010 or such other date as the Parties hereto may
otherwise agree upon in writing;
	 
	 	(aaaaa)	 	“Termination Fee” has the meaning ascribed to such term in section 7.3 hereof;
	 
	 	(bbbbb)	 	“Transition Period” has the meaning ascribed
to such term in section 6.1 hereof;
	 
	 	(ccccc)	 	“Treasury Regulation” means the Income Tax Regulations, including Temporary Regulations,
promulgated under the Code, as such regulations may be amended, modified or supplemented from time
to time (or any corresponding provisions of succeeding regulations);
	 
	 	(ddddd)	 	“TSX” means the Toronto Stock Exchange;
	 
	 	(eeeee)	 	“U.S. Accredited Investor” means an “accredited investor” as such term is defined
in Rule 501(a) of Regulation D;
	 
	 	(fffff)	 	“United States” means the United States of America, its territories and possessions, any
state of the United States and the District of Columbia;
	 
	 	(ggggg)	 	“United States Securities Laws” means the 1933 Act, the 1934 Act, together with the
applicable blue sky or securities legislation in the states of the United States, and the published
rules and policies of the NYSE;
	 
	 	(hhhhh)	 	“1933 Act” means the Securities Act of 1933, as amended, of the United States of America,
and the rules and regulations promulgated from time to time thereunder;
	 
	 	(iiiii)	 	“1934 Act” means the Securities Exchange Act of 1934, as amended, of the United States of
America, and the rules and regulations promulgated from time to time thereunder; and
	 
	 	(jjjjj)	 	“1940 Act” means the Investment Company Act of 1940, as amended, of the United States of
America, and the rules and regulations promulgated from time to time thereunder.






In addition, words and terms used but not defined herein that are defined in the CBCA shall have
the same meaning herein as in the CBCA unless the context otherwise requires.


Number and Gender





	1.2	 	In this Agreement, unless the context otherwise requires, words importing the singular include
the plural and vice versa and words importing gender include all genders and neuter.





15.




 









 







Interpretation Not Affected by Headings





	1.3	 	The division of this Agreement into articles, sections, subsections, paragraphs and
subparagraphs and the insertion of headings herein are for convenience of reference only and shall
not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”,
“hereof‘, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the
schedules attached hereto and not to any particular article, section or other portion hereof and
include any agreement, schedule or instrument supplementary or ancillary hereto or thereto. The
word “including”, when following a general statement or term, is not to be construed as limiting
the general statement or term to any specific item or matter set forth or to similar items or
matters, but rather as permitting the general statement or term to refer also to all other items or
matters that could reasonably fall within its broadest possible scope.




Date of Any Action





	1.4	 	If the date on which any action is required to be taken hereunder by any Party hereto is not a
business day in the place where the action is required to be taken, that action will be required to
be taken on the next succeeding day which is a business day in that place.




References to Statutes





	1.5	 	A reference to a statute includes all regulations made thereunder, all amendments to the
statute or regulations in force from time to time, and every statute or regulation that supplements
or supersedes such statute or regulations.




References to Persons





	1.6	 	A reference to a Person includes any successor to that Person.




Accounting Matters





	1.7	 	Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings
attributed thereto under Canadian GAAP and all determinations of an accounting nature required to
be made shall be made in a manner consistent with Canadian GAAP.




Knowledge





	1.8	 	Each reference herein to the knowledge of a Party hereto means, unless otherwise specified, the
actual knowledge of the officers and directors of such Party hereto.




Currency





	1.9	 	Unless otherwise stated in this Plan of Arrangement, all references herein to amounts of money
are expressed in lawful money of Canada.





16.




 









 







Schedules





	1.10	 	The following are the schedules attached to and incorporated in this Agreement by reference
and deemed to be part hereof:





	 	 	 	 	 

	 	Schedule A

	—
	 	Plan of Arrangement under Section 192 of the Business Corporations
Act (Canada)
	 
	 	 	 	 
	 	Schedule B

	—
	 	Stillwater Subsidiary
	 
	 	 	 	 
	 	Schedule C

	—
	 	Marathon Subsidiaries
	 
	 	 	 	 
	 	Schedule D

	—
	 	Acquired Properties
	 
	 	 	 	 
	 	Schedule E

	—
	 	Marathon Gold Assets and Marathon Gold Properties
	 
	 	 	 	 
	 	Schedule F

	—
	 	Directors and Officers of Marathon






ARTICLE 2

THE ARRANGEMENT



Plan of Arrangement





	2.1	 	The Parties hereto agree to effect the Arrangement under the CBCA pursuant to the terms and
conditions set out in this Agreement and the Plan of Arrangement.




Effective Date





	2.2	 	The Arrangement shall become effective at the Effective Time on the Effective Date.




Interim Order





	2.3	 	As soon as is reasonably practicable after the date of execution of this Agreement, Marathon
and Marathon Gold shall file, proceed with and diligently prosecute an application to the Court for
the Interim Order which shall request that the Interim Order provide:






	 	(a)	 	for the class of Persons to whom notice is to be provided in respect of the Arrangement and for
the Marathon Meeting and for the manner in which such notice is to be provided;
	 
	 	(b)	 	that the only requisite approval required for the Arrangement Resolution shall be 66
2/3% of the votes cast, in person or by proxy, on the Arrangement Resolution by
Marathon Shareholders at the Marathon Meeting (the “Marathon Shareholder
Approval”);
	 
	 	(c)	 	for the grant of Dissent Rights as contemplated in the Plan of Arrangement;
	 
	 	(d)	 	that, in all other respects, the terms, restrictions and conditions of the articles and by-laws
of Marathon, including the quorum requirement and other matters, shall apply in respect of the
Marathon Meeting;
	 
	 	(e)	 	for notice requirements with respect to the presentation of the application to the Court for
the Final Order;





17.





 









 









	 	(f)	 	that the Marathon Meeting may be adjourned or postponed from time to time by Marathon without
the need for any additional approval of the Court; and
	 
	 	(g)	 	that the record date for Marathon Shareholders entitled to notice of, and to vote at, the
Marathon Meeting will not change in respect of any adjournment of the Marathon Meeting.




Final Order





	2.4	 	Subject to obtaining the approvals as contemplated by the Interim Order and as may be directed
by the Court in the Interim Order, Marathon shall forthwith take all actions necessary or desirable
to submit the Arrangement to the Court and to apply to the Court for the Final Order in form and
substance satisfactory to Stillwater, acting reasonably.
The notice of motion for the approval of the Final Order shall be included in the Marathon
Information Circular.




1933 Act Exemption





	2.5	 	The Parties agree that the Arrangement will be carried out with the intention that all
Stillwater Shares, Stillwater Replacement Options and Marathon Gold Shares issued on completion of
the Arrangement will be issued by Stillwater and Marathon Gold, as applicable, in reliance on the
exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the
1933 Act. In order to ensure the availability of the exemption from registration, the parties agree
that the Arrangement will be carried out on the following basis:






	 	(a)	 	the Arrangement will be subject to the approval of the Court;
	 
	 	(b)	 	the Court will be advised prior to the hearing for the Final Order of the intention of the
parties to rely on the exemption in section 3(a)(10) of the 1933 Act;
	 
	 	(c)	 	Marathon will file evidence with the Court and make argument regarding the fairness of the
Arrangement, in order to satisfy the test for approval by the Court;
	 
	 	(d)	 	Marathon will seek a declaration from or a finding of the Court that the Arrangement is
procedurally and substantively fair to all those Persons to whom securities will be issued;
	 
	 	(e)	 	Marathon will, in accordance with the provisions of the Interim Order, ensure that Marathon
Shareholders, holders of Marathon Options and holders of Marathon Warrants entitled to receive
securities on completion of the Arrangement will be given adequate notice advising them of their
right to attend the hearing of the Court to give approval of the Arrangement and providing them
with sufficient information necessary for them to exercise that right; and
	 
	 	(f)	 	the Interim Order that is sought by Marathon to approve the meeting of Marathon Shareholders to
approve the Arrangement will state that each Marathon Shareholder (as well as holders of Marathon
Options and Marathon Warrants) will have the right to appear before the Court so long as they enter
an appearance within a reasonable time.





18.




 









 







Closing





	2.6	 	Unless this Agreement is terminated pursuant to the provisions hereof, Stillwater, Marathon and
Marathon Gold shall meet at the offices of Fraser Milner Casgrain LLP, Suite 3900, 1 First
Canadian Place, 100 King Street West, Toronto, Ontario at 8:00 a.m., Toronto time, on the
Closing Date or at such other time or on such other date as they may mutually agree upon and
each of them shall deliver to the other Parties hereto:






	 	(a)	 	the documents required or contemplated to be delivered by it hereunder in order to complete, or
necessary or reasonably requested to be delivered by it by one of the other Parties hereto in order
to effect, the Arrangement and the other transactions contemplated herein, excluding the Private
Placement, provided that each such document required to be dated the Effective Date shall be dated
as of, or become effective on, the Effective Date and shall be held in escrow to be released upon
the Arrangement becoming effective; and
	 
	 	(b)	 	written confirmation as to the satisfaction or waiver of all of the conditions in its
favour contained in Article 5 hereof.




Articles of Arrangement





	2.7	 	Subject to the rights of termination contained in Article 7 hereof, upon the Marathon
Shareholders approving the Arrangement in accordance with the Interim Order, Marathon and Marathon
Gold obtaining the Final Order and the other conditions contained in Article 5 hereof being
complied with or waived, Marathon and Marathon Gold shall on the Effective Date jointly file the
Articles of Arrangement, in duplicate, with the Director together with such other documents as may
be required in order to effect the Arrangement.





ARTICLE 3

REPRESENTATIONS AND WARRANTIES



Representations and Warranties of Stillwater





	3.1	 	Each of the representations and warranties of Stillwater set forth in this section 3.1 is
qualified and made subject to the disclosures made in the Stillwater Disclosure Letter. Stillwater
hereby represents and warrants to Marathon and Marathon Gold as of the date hereof and acknowledges
that Marathon and Marathon Gold are relying upon these
representations and warranties in connection with the Arrangement and the other transactions
contemplated herein and in entering into this Agreement:






	 	(a)	 	Organization. Each of Stillwater and the Stillwater Subsidiary has been incorporated, is
validly subsisting and has full corporate and legal power and authority to own its property and
assets and to conduct its business as currently owned and conducted. Stillwater is registered,
licensed or otherwise qualified as an extra-provincial corporation or a foreign corporation in each
jurisdiction where the nature of the business or the location or character of the property and
assets owned or leased by it requires it to be so registered, licensed or otherwise qualified,
other than those jurisdictions where the failure to be so registered, licensed or otherwise
qualified would not have a Material Adverse Effect on Stillwater.





19.





 









 









	 	(b)	 	Authority. Stillwater has all necessary power, authority and capacity to enter into this
Agreement and all other agreements and instruments to be executed by Stillwater as contemplated by
this Agreement, and to perform its obligations hereunder and under such other agreements and
instruments. The execution and delivery of this Agreement by Stillwater and the completion by
Stillwater of the transactions contemplated by this Agreement have been authorized by the
Stillwater Board and no other corporate proceedings on the part of Stillwater are necessary to
authorize this Agreement or to complete the transactions contemplated hereby. This Agreement has
been executed and delivered by Stillwater and constitutes a legal, valid and binding obligation of
Stillwater, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other Applicable Laws relating to or affecting
creditors’ rights generally, and to general principles of equity.
	 
	 	(c)	 	Capitalization. Stillwater is authorized to issue 200,000,000 Stillwater Shares and 1,000,000
of preferred stock, $0.01 par value. As of September 1, 2010, there were
(i) 97,807,176 Stillwater Shares outstanding; (ii) an aggregate of 9,583,702 Stillwater Shares
reserved for issue pursuant to outstanding options, warrants, convertible securities and other
rights to acquire Stillwater Shares; and (iii) nil preferred stock. All outstanding Stillwater
Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable
shares, free of pre-emptive rights.
	 
	 	(d)	 	Listing. The outstanding Stillwater Shares are listed on the NYSE.
	 
	 	(e)	 	Disclosure Filings. (i) the Stillwater Shares are registered under Section 12 of the 1934 Act,
(ii) Stillwater is not subject to any cease trade order under Applicable Securities Laws and (iii)
Stillwater is current with all material filings required to be made under United States Securities
Laws and has filed or furnished all reports or other documents required to be filed or furnished
under United States Securities Laws.
	 
	 	(f)	 	Stillwater Disclosure Documents. The information and statements contained in the Stillwater
Disclosure Documents at the respective dates of such information and statements (i) did not contain
a Misrepresentation and did not contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading, and (ii) complied, in all material respects, with United
States Securities Laws, except where such non-compliance has not had, and would not reasonably be
expected to have, a Material Adverse Effect on Stillwater. Stillwater has not filed any
confidential material change or other report or other document with any Securities Authority or
stock exchange which at the date hereof remains confidential.
	 
	 	(g)	 	Absence of Certain Changes or Events. Since December 31, 2009, through to the date hereof,
there has not occurred a Material Adverse Change with respect to Stillwater.
	 
	 	(h)	 	Financial Statements. The financial statements of Stillwater forming part of the Stillwater
Disclosure Documents have been prepared in accordance with United States Generally Accepted
Accounting Principles consistently applied and fairly





20.




 











 







	 	 	 	present in all material respects the consolidated financial condition of Stillwater at the
respective dates indicated therein and the results of operations of Stillwater for the periods
covered therein on a consolidated basis.






	 	(i)	 	No Conflict or Violation. Subject to receipt of the approvals set out in subsection 3.1(n)
hereof, the execution and delivery of this Agreement and the completion of the Arrangement do not,
and will not, result in a violation, contravention or breach of, require any consent to be obtained
under or give rise to any termination rights under any provision of:






	 	(i)	 	the certificate of incorporation of Stillwater;
	 
	 	(ii)	 	any Applicable Law; or
	 
	 	(iii)	 	any contract, agreement, license or permit to which Stillwater is bound or is subject to or
of which Stillwater is the beneficiary;






	 	 	 	which would, individually or in the aggregate, have a Material Adverse Effect on Stillwater.






	 	(j)	 	Compliance with Laws. Stillwater and the Stillwater Subsidiary have complied with all
Applicable Laws, orders, judgments and decrees other than any non-compliance which would,
individually or in the aggregate, not have a Material Adverse Effect on Stillwater.
	 
	 	(k)	 	Litigation. There are no claims, actions, suits, proceedings or investigations commenced or, to
the knowledge of Stillwater, threatened or contemplated, against or affecting Stillwater or the
Stillwater Subsidiary or affecting any of their respective properties or assets before any
Governmental Entity or before or by any Person or before any arbitrator of any kind which,
individually or in the aggregate, would prevent or hinder the consummation of the Arrangement or
other transactions contemplated herein or which, individually or in the aggregate, involve the
possibility of any judgement or liability which could be reasonably expected to have a Material
Adverse Effect on Stillwater.
	 
	 	(l)	 	No Insolvency. Neither Stillwater nor the Stillwater Subsidiary is insolvent within the meaning
of applicable bankruptcy, insolvency or fraudulent conveyance laws. No act or proceeding has been
taken by or against Stillwater or the Stillwater Subsidiary in connection with the dissolution,
liquidation, winding up, bankruptcy or reorganization of Stillwater or the Stillwater Subsidiary or
the appointment of a trustee, receiver, manager or other administrator of Stillwater or the
Stillwater Subsidiary or any of their respective properties or assets. None of Stillwater or the
Stillwater Subsidiary has sought protection under Title 11 of the United States Code.
	 
	 	(m)	 	Books and Records. The corporate records and minute books of each of Stillwater and the
Stillwater Subsidiary have been maintained in accordance with all Applicable Laws and are complete and accurate in all material respects, except where such
incompleteness or inaccuracy would not have a Material Adverse Effect on Stillwater. Financial
books and records and accounts of each of Stillwater and the Stillwater Subsidiary in all material
respects (i) have been maintained in accordance with good business practices on a basis consistent
with prior years and




21.









 












	 	 	 	past practice, (ii) are stated in reasonable detail and accurately and fairly reflect the
transactions and acquisitions and dispositions of property or assets of each of Stillwater and the
Stillwater Subsidiary, and (iii) accurately and fairly reflect the basis for the consolidated
financial statements of Stillwater.






	 	(n)	 	Consents. No consent, approval, order or authorization of, or declaration or filing with, any
Governmental Entity is required to be obtained by Stillwater in connection with the execution and
delivery of this Agreement or the consummation by Stillwater of the Arrangement other than:






	 	(i)	 	any approvals required by the Interim Order;
	 
	 	(ii)	 	the approval of the NYSE to list the Stillwater Shares issuable to Marathon Shareholders
pursuant to the Plan of Arrangement or issuable upon the exercise or conversion of Marathon
Convertible Securities or Marathon Options (or other Stillwater securities issued in exchange
therefor) and any filings or approvals required under the CBCA or under Applicable Securities Laws;
	 
	 	(iii)	 	any approvals required by the Final Order;
	 
	 	(iv)	 	compliance with, and any approvals or clearances required or deemed desirable by Stillwater,
acting reasonably, under the Competition Act and the ICA; and
	 
	 	(v)	 	any other consents, approvals, orders, authorizations, declarations or filings of or with a
Governmental Entity which, if not obtained, individually or in the aggregate, would not, and either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect on Stillwater or a material impact on the ability of Stillwater to complete the Arrangement
and other transactions contemplated herein.






	 	(o)	 	Stillwater Shares. The Stillwater Shares to be issued to Marathon Shareholders pursuant to the
Plan of Arrangement will, upon issue, be issued as fully paid and non-assessable shares of
Stillwater.
	 
	 	(p)	 	Marathon Shares. Stillwater owns, directly or indirectly, or exercises control or direction
over nil Marathon Shares.
	 
	 	(q)	 	Investment Company. To the knowledge of Stillwater, Stillwater is not an “investment company”,
as defined under the 1940 Act.
	 
	 	(r)	 	Shareholder Approval. No vote or approval of the holders of Stillwater Shares or the holder of
any other securities of Stillwater is necessary to approve this Agreement, the Arrangement or the
other transactions contemplated herein.





Representations and Warranties of Marathon and Marathon Gold





	3.2	 	Each of the representations and warranties of Marathon and Marathon Gold set forth in this
section 3.2 is qualified and made subject to the disclosures made in the Marathon Disclosure




22.









 












	 	 	Letter. Marathon and Marathon Gold hereby jointly and severally represent and warrant to Stillwater
as follows as of the date hereof and acknowledge that Stillwater is relying upon such
representations and warranties in connection with the Arrangement and the other transactions
contemplated herein and in entering into this Agreement:






	 	(a)	 	Organization of Marathon. Each of Marathon, Marathon Gold and the Marathon Subsidiaries has
been incorporated, is subsisting and has full corporate and legal power and authority to own its
property and assets and to conduct its business as currently owned and conducted. Each of Marathon,
Marathon Gold and the Marathon Subsidiaries is registered, licensed or otherwise qualified as an
extra-provincial corporation or a foreign corporation in each jurisdiction where the nature of the
business or the location or character of the property and assets
owned or leased by it requires it
to be so registered, licensed or otherwise qualified, other than those jurisdictions where the
failure to be so registered, licensed or otherwise qualified would not have a Material Adverse
Effect on Marathon or on the Acquired Properties. All of the outstanding shares of Marathon Gold
and the Marathon Subsidiaries are owned, directly or indirectly, by Marathon. Except pursuant to
restrictions on transfer contained in the articles or by-laws (or their equivalent) of Marathon
Gold or the Marathon Subsidiaries, the outstanding shares of Marathon Gold and the Marathon
Subsidiaries are owned by Marathon free and clear of any Encumbrance and all such outstanding
shares are outstanding as fully paid and non-assessable shares. Except pursuant to this Agreement
and the transactions contemplated hereby, there are no outstanding options, rights, entitlements,
understandings or commitments (contingent or otherwise) regarding the right to acquire any issued
or unissued securities of, or interest in, Marathon Gold or the Marathon Subsidiaries from
Marathon.
	 
	 	(b)	 	Authority. Each of Marathon and Marathon Gold has all necessary power, authority and capacity
to enter into this Agreement and all other agreements and instruments to be executed by Marathon
and Marathon Gold as contemplated by this Agreement, and to perform its respective obligations
hereunder and under such other agreements and instruments. The execution and delivery of this
Agreement by each of Marathon and Marathon Gold and the completion by each of Marathon and Marathon
Gold of the transactions contemplated by this Agreement have been authorized by the directors of
each of Marathon and Marathon Gold and no other corporate proceedings on the part of Marathon or
Marathon Gold are necessary to authorize this Agreement or to complete the transactions
contemplated hereby. This Agreement has been executed and delivered by each of Marathon and
Marathon Gold and constitutes a legal, valid and binding obligation of each of Marathon and
Marathon Gold, enforceable against each in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium and other Applicable Laws relating to
or affecting creditors’ rights generally, and to general principles of equity.
	 
	 	(c)	 	Capitalization. Marathon is authorized to issue an unlimited number of Marathon Shares. As of
the date of this Agreement, there were (i) 31,724,880 Marathon Shares outstanding, (ii) Marathon
Options to acquire an aggregate of 2,978,500 Marathon Shares outstanding, and (iii) 58,450 Marathon Shares reserved for issue under the outstanding Marathon
Convertible Securities. All outstanding Marathon Shares have been authorized and are issued and
outstanding as fully paid and non-assessable shares, free of pre-emptive rights. Marathon does not
have a shareholder




23.









 












	 	 	 	rights plan. Marathon Gold is authorized to issue an unlimited number of Marathon Gold Shares. As
of the date of this Agreement (i) there were 1,000,000 Marathon Gold Shares outstanding, and (ii)
there were no Marathon Gold Shares reserved for issue pursuant to any convertible securities of
Marathon Gold or any other rights to acquire Marathon Gold Shares. All outstanding Marathon Gold
Shares have been authorized and are issued and outstanding as fully paid and non-assessable shares,
free of pre-emptive rights.






	 	(d)	 	Options to Purchase Shares. Except as disclosed in the Marathon Disclosure Letter or as
contemplated in this Agreement, there are no options, warrants, conversion privileges or other
rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating
Marathon or the Marathon Subsidiaries to issue or sell any shares of Marathon or the Marathon
Subsidiaries or any securities or obligations of any kind convertible into or exchangeable or
exercisable for any shares of Marathon or the Marathon Subsidiaries. As of the date hereof, there
are no outstanding bonds, debentures or other evidences of indebtedness of Marathon or the Marathon
Subsidiaries having the right to vote with the Marathon Shareholders on any matter. There are no
outstanding contractual obligations of Marathon or the Marathon Subsidiaries to repurchase, redeem
or otherwise acquire any outstanding Marathon Shares or with respect to the voting or disposition
of any outstanding Marathon Shares. On the Effective Date:






	 	(i)	 	Each Marathon Option outstanding immediately prior to the Effective Time, whether vested or
not, will be exchanged for a fully-vested option granted by Stillwater (each a “Stillwater
Replacement Option” and collectively the “Stillwater Replacement Options”) to acquire the number of
Stillwater Shares equal to the product of (A) the number of Marathon Shares subject to the Marathon
Option immediately before the Effective Time and (B) the Exchange Ratio, and the exercise price per
Stillwater Share subject to any Stillwater Replacement Option shall be equal to the quotient of (A)
the exercise price per Marathon Share subject to such Marathon Option immediately before the
Effective Time divided by (B) the Exchange Ratio. Except as set out above, the terms of each
Stillwater Replacement Option will be the same as the Marathon Option exchanged therefor, , but the
expiry date shall be the same as if the holder of the Marathon Options had not ceased to be
employed by Marathon.
	 
	 	(ii)	 	The Marathon Warrants, if outstanding immediately prior to the Effective Time, will remain
outstanding in accordance with their terms and will entitle the holder thereof to receive, upon
exercise in accordance with the terms thereof, in lieu of the number of Marathon Shares otherwise
issuable upon exercise thereof, the number of Stillwater Shares and Marathon Gold Shares which the
holder would have been entitled to receive as a result of the Arrangement and the other
transactions contemplated herein if, immediately prior to the Effective Time, such holder had been
the registered holder of the number of Marathon Shares to which such holder was entitled upon such
exercise.




24.









 












	 	(e)	 	Listing. The outstanding Marathon Shares are listed on the TSX.
	 
	 	(f)	 	Disclosure Filings. Marathon (i) is a reporting issuer in each of British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince
Edward Island and Newfoundland, (ii) is not subject to any cease trade order under
Applicable Securities Laws and (iii) is current with all material filings required to be
made under Applicable Securities Laws.
	 
	 	(g)	 	Marathon Disclosure Documents. The information and statements contained in the Marathon
Disclosure Documents at the respective dates of such information and statements (i) did not contain
a Misrepresentation and did not contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading, and (ii) complied, in all material respects, with Applicable
Securities Laws, except where such non-compliance has not had, and would not reasonably be expected
to have, a Material Adverse Effect on Marathon. Marathon has not filed any confidential material
change, confidential treatment requests or other report or other document with any Securities
Authority or stock exchange which at the date hereof remains confidential. None of the Marathon
Subsidiaries is required to file any reports or other documents with any of the Securities
Authorities or the TSX.
	 
	 	(h)	 	Absence of Certain Changes or Events. Since December 31, 2009:






	 	(i)	 	each of Marathon, Marathon Gold and the Marathon Subsidiaries has conducted its business only
in the ordinary and regular course of business consistent with past practice;
	 
	 	(ii)	 	Marathon, on a consolidated basis, has not incurred or suffered a Material Adverse Change;
	 
	 	(iii)	 	there has not been any acquisition or sale by Marathon of any interest in any of the Marathon
Subsidiaries or any material property or assets;
	 
	 	(iv)	 	there has not been any incurrence, assumption or guarantee by Marathon, Marathon Gold or the
Marathon Subsidiaries of any debt for borrowed money, any creation or assumption by Marathon,
Marathon Gold or any of the Marathon Subsidiaries of any Encumbrance, any making by Marathon,
Marathon Gold or any of the Marathon Subsidiaries of any loan, advance or capital contribution to
or investment in any other Person;
	 
	 	(v)	 	Marathon has not effected any material change in its accounting methods, principles or
practices;
	 
	 	(vi)	 	Marathon has not declared or paid any dividends or made any other distributions on any of the
Marathon Shares;
	 
	 	(vii)	 	Marathon has not effected or passed any resolution to approve a split, consolidation or
reclassification of any of the outstanding Marathon Shares;




25.









 












	 	(viii)	 	other than in the ordinary and regular course of business consistent with past practice,
there has not been any material increase in or modification of the compensation payable to or to
become payable by Marathon, Marathon Gold or any of the Marathon Subsidiaries to any of their
respective directors, officers, employees or consultants or any grant to any such director,
officer, employee or consultant of any increase in severance or termination pay or any increase or
modification of any bonus, pension, insurance or benefit arrangement (including, without
limitation, the granting of Marathon Options pursuant to the Marathon Stock Option Plan) to, for or
with any of such directors, officers, employees or consultants; and
	 
	 	(ix)	 	none of Marathon, Marathon Gold or the Marathon Subsidiaries has adopted any, or materially
amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock
option or other benefit plan.






	 	(i)	 	Financial Statements. The financial statements of Marathon forming part of the Marathon
Disclosure Documents have been prepared in accordance with Canadian GAAP consistently applied and
fairly present in all material respects the consolidated financial condition of Marathon at the
respective dates indicated therein and the results of operations of Marathon for the periods
covered therein on a consolidated basis. Marathon does not have any liability or obligation
(including, without limitation, liabilities or obligations to fund any operations or work or
exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or
otherwise, not reflected in the unaudited consolidated financial statements of Marathon for the
period ended June 30, 2010, except liabilities and obligations incurred in the ordinary and regular
course of business or which liabilities or obligations do not in the aggregate exceed $250,000.
There are reasonable grounds for believing that (i) Marathon is able to pay its liabilities as they
become due and (ii) the realizable value of the property and assets of Marathon are not less than
the aggregate of the liabilities thereof and the stated capital of all classes of shares thereof.
	 
	 	(j)	 	No Conflict or Violation. Subject to receipt of the approvals set out in subsection 3.2(z)
hereof, the execution and delivery of this Agreement and the completion of the Arrangement and the
other transactions contemplated herein do not and will not:






	 	(i)	 	result in a violation, contravention or breach of, require any consent to be obtained under or
give rise to any termination rights under any provision of:






	 	A.	 	the articles or by-laws of Marathon, Marathon Gold or any of the Marathon Subsidiaries,
	 
	 	B.	 	any Applicable Law, or
	 
	 	C.	 	any contract, agreement, license or permit to which Marathon, Marathon Gold or any of the
Marathon Subsidiaries is bound or is subject to or of which Marathon, Marathon Gold or any of the
Marathon Subsidiaries is the beneficiary;




26.









 












	 	 	 	that would, individually or in the aggregate, have a Material Adverse Effect on Marathon on a
consolidated basis,






	 	(ii)	 	give rise to any right of termination or acceleration of indebtedness, or cause any
indebtedness owing by Marathon, Marathon Gold or any of the Marathon Subsidiaries to come due
before its stated maturity or cause any available credit to cease to be available which would,
individually or in the aggregate, have a Material Adverse Effect on Marathon;
	 
	 	(iii)	 	result in the imposition of any Encumbrance upon any of the property or assets of Marathon,
Marathon Gold or any of the Marathon Subsidiaries or restrict, hinder, impair or limit the ability
of Marathon, Marathon Gold or any of the Marathon Subsidiaries to conduct the business of Marathon,
Marathon Gold or the Marathon Subsidiaries as and where it is now being conducted which would,
individually or in the aggregate, have a Material Adverse Effect on Marathon; or
	 
	 	(iv)	 	result in any material, individually or in the aggregate, payment (including severance,
unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any director,
officer or employee of Marathon, Marathon Gold or any of the Marathon Subsidiaries or increase any
benefits otherwise payable under any pension or benefits plan of Marathon, Marathon Gold or any of
the Marathon Subsidiaries or result in the acceleration of the time of payment or vesting of any
such benefits.






	 	(k)	 	No Contracts or Commitments. There are no agreements, covenants, undertakings or other
commitments of or on behalf of Marathon, Marathon Gold or any of the Marathon Subsidiaries under
which the completion of the Arrangement or other transactions contemplated herein would:






	 	(i)	 	have the effect of imposing restrictions or obligations on Marathon, Marathon Gold of any of
the Marathon Subsidiaries;
	 
	 	(ii)	 	give a third party a right to terminate any permit with respect to the Acquired Properties; or
	 
	 	(iii)	 	impose restrictions on the ability of Marathon or any of the Marathon Subsidiaries to pay any
dividends or make other distributions to its shareholders.






	 	(l)	 	No Brokers. Neither Marathon nor Marathon Gold has agreed to pay any brokerage fees, finder’s
fees, financial advisory fees, agent’s commissions or other similar forms of compensation in
connection with this Agreement or the Arrangement or the other transactions contemplated herein.
	 
	 	(m)	 	Compliance with Laws. Each of Marathon, Marathon Gold and the Marathon Subsidiaries has
complied with all Applicable Laws, orders, judgments and decrees other than any non-compliance
which would, individually or in the aggregate, not have a Material Adverse Effect on Marathon. Without limiting the generality of the foregoing, all
outstanding securities of Marathon, Marathon Gold and each of the




27.









 












	 	 	 	Marathon Subsidiaries (including the Marathon Shares, the Marathon Convertible Securities, the
Marathon Options and the Marathon Gold Shares) have been issued in compliance, in all material
respects, with all Applicable Securities Laws and all securities of Marathon or Marathon Gold to be
issued upon exercise of any Marathon Convertible Securities or Marathon Options will be issued in
compliance with all Applicable Securities Laws.






	 	(n)	 	Litigation. There are no claims, actions, suits, proceedings or investigations commenced or, to
the knowledge of Marathon, threatened or contemplated, against or affecting Marathon, Marathon Gold
or any of the Marathon Subsidiaries or affecting any of their respective properties or assets
before any Governmental Entity or before or by any Person or before any arbitrator of any kind
which, individually or in the aggregate, would prevent or hinder the consummation of the
Arrangement or other transactions contemplated herein or which, individually or in the aggregate,
involve the possibility of any judgement or liability which could be reasonably expected to have a
Material Adverse Effect on Marathon. To the knowledge of Marathon, there is no pending or
threatened claim against Marathon or any of the Marathon Subsidiaries which affects the Acquired
Properties. None of Marathon, Marathon Gold nor any of the Marathon Subsidiaries nor any of their
respective properties or assets is subject to any outstanding judgment, order, writ, injunction or
decree that involves or may involve, or restricts or may restrict, the right or ability of
Marathon, Marathon Gold or any of the Marathon Subsidiaries to conduct its business in all material
respects as it has been carried on prior to the date hereof, or that would or could materially
impede the completion of the Arrangement or other transactions contemplated by this Agreement,
except to the extent any such matter would not have a Material Adverse Effect on Marathon.
	 
	 	(o)	 	No Insolvency. No act or proceeding has been taken by or against Marathon, Marathon Gold or any
of the Marathon Subsidiaries in connection with the dissolution, liquidation, winding up,
bankruptcy or reorganization of Marathon, Marathon Gold or any of the Marathon Subsidiaries nor, to
the knowledge of Marathon, is any threatened, or the appointment of a trustee, receiver, manager or
other administrator of Marathon, Marathon Gold or any of the Marathon Subsidiaries or any of their
respective properties or assets. None of Marathon, Marathon Gold or any of the Marathon
Subsidiaries has sought protection under the Bankruptcy and Insolvency Act (Canada) or the Company
Creditors Arrangement Act (Canada).
	 
	 	(p)	 	Books and Records. The corporate records and minute books of each of Marathon, Marathon Gold
and the Marathon Subsidiaries have been maintained in accordance with all Applicable Laws and are
complete and accurate in all material respects, except where such incompleteness or inaccuracy
would not have a Material Adverse Effect on Marathon or the Marathon Subsidiaries. Financial books
and records and accounts of each of Marathon, Marathon Gold and the Marathon Subsidiaries in all
material respects (i) have been maintained in accordance with good business practices on a basis
consistent with prior years and past practice, (ii) are stated in reasonable detail and accurately
and fairly reflect the transactions and acquisitions and dispositions of property or assets of each
of Marathon, Marathon Gold and the Marathon Subsidiaries, and (iii) accurately and
fairly reflect the basis for the consolidated financial statements of Marathon. All of the
directors and officers of Marathon are listed in schedule F attached hereto.




28.









 












	 	(q)	 	Acquired Properties. With respect to the Acquired Properties:






	 	(i)	 	the Acquired Properties are accurately described in schedule D attached hereto, there are no
mineral claims or other rights comprising the Acquired Properties or any portion thereof which are
not set out in schedule D attached hereto and each of the permits set out in schedule D hereto are
in good standing and in full force and effect;
	 
	 	(ii)	 	no Person has any agreement, option, right of first refusal or right, title or interest or
right capable of becoming an agreement, option, right of first refusal or right, title or interest,
in or to the Acquired Properties;
	 
	 	(iii)	 	Marathon has all necessary corporate power to own the Acquired Properties and is in
compliance with all Applicable Laws and licenses, registrations, permits, consents and
qualifications to which the Acquired Properties are subject;
	 
	 	(iv)	 	Marathon has a 100% legal and beneficial good, valid and exclusive ownership right, title and
interest in and to the Acquired Properties and Acquired Assets and a 100% legal and beneficial
good, valid and exclusive freehold interest in and to the Freehold Properties, and actual and
exclusive possession of, the permits relating to the Acquired Properties and the Acquired Assets,
free and clear of all Encumbrances save and except as registered on title to the Freehold
Properties and save and except for any unregistered encumbrances in favour of utility companies;
	 
	 	(v)	 	neither the Acquired Properties nor any minerals or product derived from the Acquired
Properties are subject to or bound by any royalty, royalty interest or similar payment or interest,
whether registered or unregistered, and neither Marathon nor any of the Marathon Subsidiaries has
granted any royalty, royalty interest or similar payment or interest in or affecting any of the
Acquired Properties;
	 
	 	(vi)	 	neither Marathon nor any of the Marathon Subsidiaries has received notice of any breach of any
Applicable Law in respect of its conduct on or under the Acquired Properties which could have a
Material Adverse Effect on the Acquired Properties; and
	 
	 	(vii)	 	Marathon owns, possesses or has obtained, and is in compliance with, all necessary licenses,
permits, certificates, mining conventions, consents, orders, grants and other qualifications and
authorizations necessary to conduct its business on the Acquired Properties, including, but not
limited to, for the exploration, development and construction of the Acquired Properties, except
where such non-compliance, either individually or in the aggregate, does not, and will not, have a
Material Adverse Effect on Marathon.






	 	(r)	 	Records and Data. Marathon has delivered to Stillwater, or provided Stillwater with access to,
all Records and Data and material information in its possession or the possession of the Marathon
Subsidiaries or under the control of Marathon or any




29.









 












	 	 	 	of the Marathon Subsidiaries relating to the Acquired Properties and its mineral potential and
relating to access rights to the Acquired Properties.






	 	(s)	 	Mineral Reserves and Resources. The most recent estimated proven and probable mineral reserves
and the estimated, measured, indicated and inferred mineral resources of Marathon disclosed in the
Marathon Disclosure Documents have been prepared and disclosed in all material respects in
accordance with all Applicable Laws. There has been no material reduction in the aggregate amount
of estimated mineral reserves and estimated mineral resources of Marathon and the Marathon
Subsidiaries from the amounts disclosed publicly by Marathon.
	 
	 	(t)	 	Operational Matters. Except as would not have a Material Adverse Effect on Marathon:






	 	(i)	 	all rentals, payments and obligations (including maintenance for unpatented mining claims),
royalties, overriding royalty interests, production payments, net profits, interest burdens and
other payments due or payable on or prior to the date hereof under or with respect to the direct or
indirect assets of Marathon and the Marathon Subsidiaries have been properly and timely paid;
	 
	 	(ii)	 	the ore bodies and minerals located in the Acquired Properties are under valid, subsisting and
enforceable title documents or other recognized and enforceable agreements or instruments,
sufficient to permit Marathon to explore the minerals relating thereto, all such property, leases
or claims and all property, leases or claims in which Marathon or any of the Marathon Subsidiaries
has any interest or right have been validly located and recorded in accordance with all Applicable
Laws and are valid and subsisting, Marathon has all necessary surface rights, access rights and
other necessary rights and interests relating to the Acquired Properties granting Marathon the
right and ability to explore for minerals, ore and metals for development purposes, with only such
exceptions as do not materially interfere with the use made by Marathon of the rights or interests
so held and each of the proprietary interests or rights and each of the documents, agreements and
instruments and obligations relating thereto referred to above is currently in good standing in the
name of Marathon; and
	 
	 	(iii)	 	all exploration and development activities have been undertaken in accordance with good
exploration and development practices and in compliance with all Applicable Laws.






	 	(u)	 	Freehold Properties.






	 	(i)	 	There are no leases, licenses, agreements to lease or other tenancy agreements with respect to
the Freehold Properties which are currently in effect and Marathon has not (nor has the registered
owner of any Freehold Property if not registered in Marathon’s name) granted any mineral rights or
claims or any surface rights to any Person in respect of any of the Freehold Properties;




30.









 












	 	(ii)	 	Marathon is not aware of any pending or threatened expropriation proceedings relating to any
part of any of the Freehold Properties;
	 
	 	(iii)	 	to the best of Marathon’s knowledge and belief, none of the Freehold Properties have ever
been used as a waste disposal site;
	 
	 	(iv)	 	to the best of Marathon’s knowledge and belief all accounts for work and services performed or
materials placed or furnished upon or in respect of the construction on the Freehold Properties
will have been fully paid at the Effective Date and to the best of Marathon’s knowledge and belief
no one is entitled to claim a lien under the Construction Lien Act (Ontario) for work performed on
any of the Freehold Properties; and
	 
	 	(v)	 	to the best of the knowledge and belief of Marathon, no written notice has been received which,
remains outstanding from any governmental or quasi-governmental authority advising of any defects
in the construction of any building or any installations or relating to any deficiency or
non-compliance with any building restriction, zoning by-laws, fire codes, environmental protection
legislation, or other regulation nor is Marathon aware of any such deficiency or noncompliance.






	 	(v)	 	Environmental. Except for any matters that, individually or in the aggregate, would not have a
Material Adverse Effect on Marathon:






	 	(i)	 	all facilities and operations of Marathon and the Marathon Subsidiaries have been conducted,
and are now, in compliance with all Environmental Laws;
	 
	 	(ii)	 	the Acquired Properties have not been used to generate, manufacture, refine, treat, recycle,
transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in
compliance in all material respects with all Environmental Laws, neither Marathon nor any of the
Marathon Subsidiaries has caused or permitted the release of any Hazardous Substances at, in, on,
under or from the Acquired Properties, except in compliance with all Environmental Laws; all
Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the
Acquired Properties have been handled, recycled, disposed of, treated and stored in material
compliance with all Environmental Laws and to the knowledge of Marathon, there are no Hazardous
Substances at, in, on, under or migrating from the Acquired Properties except in material
compliance with all Environmental Laws;
	 
	 	(iii)	 	Marathon is in possession of all Environmental Approvals (all of which are being complied
with in all material respects) required to own, lease, operate, develop and exploit the Acquired
Properties and to conduct its business as it is now being conducted;
	 
	 	(iv)	 	no environmental, reclamation or abandonment obligation or work orders or clean up or
remediation orders or other liabilities presently exist with




31.









 












	 	 	 	respect to any portion of the Acquired Properties and, to the knowledge of Marathon and the
Marathon Subsidiaries, there is no basis for any such obligations or liabilities to arise in the
future as a result of any activity on the Acquired Properties;
	 
	 	(v)	 	to the knowledge of Marathon and the Marathon Subsidiaries, there are no actual changes in the
status, terms or conditions of any Environmental Approvals now held by Marathon or any of the
Marathon Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer
or amendment of any such Environmental Approval, or any review by, or approval of, any Governmental
Entity of such Environmental Approvals that are required in connection with the execution or
delivery of this Agreement, the completion of the Arrangement or the other transactions
contemplated herein or the continuation of the business of Marathon and the Marathon Subsidiaries
following the Effective Date; and
	 
	 	(vi)	 	neither Marathon nor any of the Marathon Subsidiaries has received from any Person or
Governmental Entity any notice, formal or informal, of any proceeding, action or other claim,
liability or potential liability arising under any Environmental Law that is pending.






	 	(w)	 	Tax Matters.






	 	(i)	 	Each of Marathon and the Marathon Subsidiaries has filed or caused to be filed, and will
continue to file and cause to be filed, in a timely manner all Tax Returns required to be filed by
it (all of which Tax Returns were correct and complete in all material respects and no material
fact has been omitted therefrom) and have paid, collected, withheld or remitted, or caused to be
paid, collected, withheld or remitted, all Taxes that are due and payable, collectible and
remittable. No extension of time in which to file any Tax Returns is in effect. Marathon has
provided adequate accruals in accordance with Canadian GAAP in all published consolidated financial
statements for any Taxes for the period covered by such financial statements which have not been
paid, whether or not shown as being due on any Tax Returns. Since such publication date, no
material liability for Taxes not reflected in such consolidated financial statements has been
incurred or accrued by Marathon or any of the Marathon Subsidiaries other than in the ordinary and
regular course of business. No lien for Taxes has been filed or exists other than for Taxes not yet
due and payable.
	 
	 	(ii)	 	All Taxes, local improvements, utilities and any and all other payments to or assessments of
any Governmental Entity having jurisdiction in respect of the Acquired Properties have been paid or
made by Marathon or an Marathon Subsidiary in respect of the Acquired Properties. Except as
disclosed in the Marathon Disclosure Letter, there are no reassessments of Taxes in respect of
Marathon or any of the Marathon Subsidiaries that are outstanding and there are no outstanding
issues which have been raised and communicated to Marathon or any of the Marathon Subsidiaries by
any Governmental Entity for any taxation year in respect of which a Tax Return of Marathon or any
of the Marathon




32.









 












	 	 	 	Subsidiaries has been audited. No Governmental Entity has challenged, disputed or questioned
Marathon or any of the Marathon Subsidiaries in respect of any Taxes or Tax Returns. Neither
Marathon nor any of the Marathon Subsidiaries is negotiating any draft assessment or reassessment
with any Governmental Entity. Marathon is not aware of any contingent liabilities for Taxes or any
grounds for an assessment or reassessment of Marathon or any of the Marathon Subsidiaries,
including, without limitation, unreported benefits conferred on any shareholder, aggressive
treatment of income, expenses, credits or other claims for deduction under any return or notice
other than as disclosed in the consolidated financial statements of Marathon. Neither Marathon nor
any of the Marathon Subsidiaries has received any indication from any Governmental Entity that an
assessment or reassessment of Marathon or any of the Marathon Subsidiaries is proposed in respect
of any Taxes, regardless of its merits. Neither Marathon nor any of the Marathon Subsidiaries has
executed or filed with any Governmental Entity any agreement or waiver extending the period for the
assessment, reassessment or collection of any Taxes.
	 
	 	(iii)	 	Marathon and each of the Marathon Subsidiaries has withheld from each payment made to any of
its present or former employees, officers and directors, and to all other Persons, all amounts
required by Applicable Law to be withheld, and furthermore, has remitted such withheld amounts
within the prescribed periods to the appropriate Governmental Entity. Marathon and each of the
Marathon Subsidiaries has remitted all Canada Pension Plan contributions, provincial pension plan
contributions, employment insurance premiums, employer health taxes and other Taxes payable by it
in respect of its employees, agents and consultants, as applicable, and has remitted such amounts
to the proper Governmental Entity within the time required under Applicable Laws. Marathon and each
of the Marathon Subsidiaries has charged, collected and remitted on a timely basis all Taxes
required under Applicable Laws on any sale, supply or delivery whatsoever, made by them.
	 
	 	(iv)	 	Marathon and each of the Marathon Subsidiaries will not at any time be deemed to have a
capital gain pursuant to subsection 80.03(2) of the Tax Act or any analogous provincial legislative
provision as a result of any transaction or event taking place in any taxation year ending on or
before the Effective Date. There are no circumstances existing which could result in the
application of section 78 or 160 of the Tax Act or any equivalent provincial provision to Marathon
or any of the Marathon Subsidiaries.
	 
	 	(v)	 	Neither Marathon nor any Marathon Subsidiary is currently, or has been during the five-year
period ending on the Effective Date, a “controlled foreign corporation,” as such term is defined in
Section 957 of the Code or the Treasury Regulations thereunder.






	 	(x)	 	Pension and Employee Benefits. Marathon and the Marathon Subsidiaries have
complied, in all material respects, with all of the terms of the pension and other
employee compensation and benefit obligations of Marathon and the Marathon




33.









 













	 	 	 	Subsidiaries including, without limitation, the provisions of any collective agreement, funding and
investment contract or obligation applicable thereto, arising under or relating to each of the
pension or retirement income plans or other employee compensation or benefit plans, agreements,
policies, programs, arrangements or practices, whether written or oral, which are maintained by or
binding upon Marathon or any of the Marathon Subsidiaries other than
such non-compliance that would
not reasonably be expected to have a Material Adverse Effect on Marathon.






	 	(y)	 	Marathon Board Approval. The Marathon Board has:






	 	(i)	 	unanimously approved the Arrangement and the other transactions contemplated herein and
authorized the entering into of this Agreement, the execution thereof, and the performance of its
provisions by Marathon;
	 
	 	(ii)	 	determined, based in part on the Fairness Opinion, that the Arrangement is fair to the
Marathon Shareholders and that the Arrangement is in the best interests of Marathon; and
	 
	 	(iii)	 	recommended that the Marathon Shareholders vote in favour of the Arrangement Resolution.






	 	(z)	 	Consents. No consent, approval, order or authorization of, or declaration or filing with, any
Governmental Entity or other Person is required to be obtained or made by Marathon, Marathon Gold
or any of the Marathon Subsidiaries in connection with the execution and delivery of this Agreement
or the completion of the Arrangement and the other transactions contemplated herein other than:






	 	(i)	 	any approvals required by the Interim Order;
	 
	 	(ii)	 	any approvals required by the Final Order;
	 
	 	(iii)	 	any filings or approvals required under the CBCA or under Applicable Securities Laws;
	 
	 	(iv)	 	compliance with and any approvals or clearances required under the Competition Act; and
	 
	 	(v)	 	any other consents, approvals, orders, authorizations, declarations or filings of or with a
Governmental Entity which, if not obtained, either individually or in the aggregate would not, and
either individually or in the aggregate, could not reasonably be expected to, have a Material
Adverse Effect on Marathon or a material impact on the ability of Marathon to complete the
Arrangement and other transactions contemplated herein.






	 	(aa)	 	Material Contracts. All material contracts of Marathon or any of the Marathon Subsidiaries are
valid and binding obligations of Marathon or a Marathon Subsidiary and, to the knowledge of
Marathon, the valid and binding obligation of each other party thereto, none of Marathon or any of
the Marathon subsidiaries or, to




34.









 












	 	 	 	the knowledge of Marathon, any of the other parties thereto, is in breach or violation of, or
default (in each case, with or without notice or lapse of time or both) under, any material
contract and none of Marathon or any Marathon Subsidiary has received or given any notice of a
material default under any such material contract which remains uncured and, to the knowledge of
Marathon, there exists no state of facts which after notice or lapse of time or both would
constitute a default or breach of a material contract or entitle any party to terminate,
accelerate, modify or call a default under, or trigger any pre-emptive rights or rights of first
refusal and all material contracts have been provided to and disclosed to Stillwater.
	 
	 	(bb)	 	Insurance. Marathon maintains policies of insurance in force as of the date hereof naming
Marathon and the Marathon Subsidiaries as an insured, in amounts and in respect of such risks as
are normal and usual for companies of a similar size operating in the mining industry and such
policies are in full force and effect as of the date hereof.
	 
	 	(cc)	 	First Nations and Native Issues. None of Marathon or any of the Marathon Subsidiaries:






	 	(i)	 	is a party to any arrangement or understanding with local or First Nations or tribal or native
authorities or communities in relation to the environment or development of communities in the
vicinity of the Acquired Properties; or
	 
	 	(ii)	 	has received notice of any claim with respect to any of the Acquired
Properties for which any of Marathon or any of the Marathon
Subsidiaries have been served, either from First Nations or any
Governmental Entity, indicating that the Acquired Properties infringes
upon or has an adverse effect on aboriginal rights or interests of such
First Nations or tribal or native authorities.






	 	(dd)	 	Residency. Neither Marathon nor Marathon Gold is a non-resident of Canada for purposes of the
Tax Act.
	 
	 	(ee)	 	Stillwater Shares. Marathon does not and will not immediately before the Effective Time
beneficially own, directly or indirectly, or exercise control or direction over any Stillwater
Shares.
	 
	 	(ff)	 	No Encumbrances. The Marathon Gold Shares to be issued to Marathon and distributed to Marathon
Shareholders pursuant to the Plan of Arrangement will be issued as fully paid and non-assessable
shares, free and clear of any Encumbrances.
	 
	 	(gg)	 	No Option on Assets. No Person has any agreement or option or any right or privilege capable
of becoming an agreement or option for the purchase from Marathon or any of the Marathon
Subsidiaries of any of the material properties or assets of Marathon or the Marathon Subsidiaries
(including, without limitation, any of the Acquired Assets or the Acquired Properties) other than
as described or contemplated herein.
	 
	 	(hh)	 	Place of Principal Offices. The principal offices of Marathon are not located within the
United States.






35.











 






	 	(ii)	 	Location of Assets and U.S. Sales. The property and assets of Marathon are located
outside the United States and did not generate sales in or into the United States exceeding
U.S.$63,400,000 during the most recently completed financial year of Marathon.
	 
	 	(jj)	 	Foreign Private Issuer. As of the date hereof,
Marathon is a “foreign private issuer” within
the meaning of Rule 405 under the 1933 Act.
	 
	 	(kk)	 	Investment Company. To the knowledge of Marathon, it is not an “investment company” within the
meaning of the 1940 Act.
	 
	 	(ll)	 	Vote Required. The only vote or approval of the holders of the Marathon Shares, Marathon
Options or Marathon Convertible Securities or the holder of any other securities of Marathon
necessary to approve the Arrangement Resolution is, subject to the Interim Order, the Marathon
Shareholder Approval.





Survival of Representations and Warranties





	3.3	 	The representations and warranties contained in this Agreement shall survive the execution and
delivery of this Agreement and shall expire and be terminated and extinguished on the Effective
Date. Any investigation by Stillwater, Marathon or Marathon Gold and their respective advisors
shall not mitigate, diminish or affect the representations and warranties contained in this
Agreement.





ARTICLE 4

COVENANTS




Covenants of Marathon and Marathon Gold





	4.1	 	Marathon and Marathon Gold hereby covenant and agree with
Stillwater that, prior to the
Effective Date, except with the prior written consent of Stillwater or other than as expressly
contemplated or permitted by this Agreement:






	 	(a)	 	As soon as is reasonably practicable after the date of execution of this Agreement, Marathon
and Marathon Gold shall file, proceed with and diligently prosecute an application to the Court for
the Interim Order on terms and conditions acceptable to Stillwater, acting reasonably. Marathon and
Marathon Gold shall permit Stillwater to review and comment upon drafts of all material to be filed
by Marathon and Marathon Gold with the Court, the Director, or any securities regulatory authority
in connection with the Arrangement (including the Proxy Circular) prior to the service (if
applicable) and/or filing of that material and give reasonable consideration to such comments.
Marathon and Marathon Gold shall name Stillwater as a respondent to the application and the motion
for the Interim order and shall also provide to Stillwater on a timely basis copies of any court
documents served on Marathon and Marathon Gold or their counsel in respect of the application for
the Final Order or any appeal therefrom and of any notice, whether written or oral, received by
Marathon or Marathon Gold indicating any intention to appeal the Final Order.
	 
	 	(b)	 	In a timely and expeditious manner, Marathon shall:




36.









 












	 	(i)	 	forthwith carry out such terms of the Interim Order as are required thereby to be carried out
by Marathon and Marathon Gold;
	 
	 	(ii)	 	prepare, with the assistance of Stillwater, and file the Marathon Information Circular (which
shall be in a form satisfactory to Stillwater, acting reasonably), together with any other
documents required by Applicable Laws, in all jurisdictions where the Marathon Information Circular
is required to be filed and mail the Marathon Information Circular, as ordered by the Interim Order
and in accordance with all Applicable Laws, in and to all jurisdictions where the Marathon
Information Circular is required to be mailed, complying in all material respects with all
Applicable Laws on the date of the mailing thereof and in the form and containing the information
required by all Applicable Laws, including all applicable corporate and securities legislation and
requirements, and not containing any Misrepresentation, provided that Marathon assumes no
responsibility for the accuracy or completeness of any information relating to and provided by
Stillwater;
	 
	 	(iii)	 	subject to the terms of this Agreement, Marathon shall (A) take all commercially reasonable
lawful action to solicit proxies in favour of the Arrangement Resolution including, without
limitation, retaining a proxy solicitation agent acceptable to Stillwater to solicit proxies in
favour of the Arrangement Resolution, (B) recommend to holders of Marathon Shares that they vote in
favour of the Arrangement Resolution, (C) not withdraw, modify, qualify or change in a manner
adverse to Stillwater, or publicly state that it intends to withdraw, modify, qualify or change in
a manner adverse to Stillwater such recommendation except, in each case, as expressly permitted by
this Agreement;
	 
	 	(iv)	 	use reasonable best efforts to convene the Marathon Meeting by Monday, November 15, 2010, but
in any event hold the Marathon Meeting no later than Wednesday, December 15, 2010, in the manner
provided in the Interim Order;
	 
	 	(v)	 	provide notice to Stillwater of the Marathon Meeting and allow representatives of Stillwater to
attend the Marathon Meeting;
	 
	 	(vi)	 	conduct the Marathon Meeting in accordance with the Interim Order; and
	 
	 	(vii)	 	take all such actions as may be required under the CBCA in connection with the Arrangement
and, to the extent required to be approved by the Marathon Shareholders, the other transactions
contemplated by this Agreement.






	 	(c)	 	Marathon will use all commercially reasonable efforts to advise Stillwater, at least on a daily
basis on each of the seven Business Days prior to the date of the Marathon Meeting, as to the
aggregate tally of the proxies received by Marathon in respect of the Arrangement Resolution.
	 
	 	(d)	 	Except as permitted in this Agreement, Marathon shall not adjourn, postpone or cancel the
Marathon Meeting (or propose to do so), except (i) if a quorum is not




37.









 






	 	 	 	present at the Marathon Meeting, (ii) if required by Applicable Laws, (iii) if required by the
Marathon Shareholders, or (iv) if otherwise agreed upon with Stillwater in writing.
	 
	 	(e)	 	Marathon shall provide Stillwater with a copy of any purported exercise of the Dissent Rights
and written communications with any Marathon Shareholder purportedly exercising such Dissent Rights
and shall not settle or compromise any action brought by any present, former or purported holder of
any of its securities in connection with the Arrangement or the other transactions contemplated by
this Agreement, without the prior consent of Stillwater.
	 
	 	(f)	 	In a timely and expeditious manner, Marathon shall prepare, (in consultation with Stillwater),
and file any mutually agreed (or as otherwise required by Applicable Laws) amendments or
supplements to the Marathon Information Circular (which amendments or supplements shall be in a
form satisfactory to Stillwater, acting reasonably) with respect to the Marathon Meeting and mail
such amendments or supplements, as required by the Interim Order and in accordance with all
Applicable Laws, in and to all jurisdictions where such amendments or supplements are required to
be mailed, complying in all material respects with all Applicable Laws on the date of the mailing
thereof.
	 
	 	(g)	 	Upon the request of Stillwater, Marathon will use commercially reasonable efforts to prepare or
cause to be prepared and provide to Stillwater lists of holders of all classes and series of
securities of Marathon, including a list of the Marathon Shareholders, the holders of Marathon
Options and the holders of Marathon Convertible Securities as well as a security position listing
from each depositary of its securities, including The Canadian Depositary for Securities Limited
and The Depositary Trust Company, to the extent reasonably practicable, within five Business Days
after the date on which Stillwater requests such lists and will obtain and deliver to Stillwater
thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be
in printed form and, if available, in computer-readable format.
	 
	 	(h)	 	Subject to the approval of the Arrangement Resolution in accordance with the provisions of the
Interim Order, Marathon shall forthwith file, proceed with and diligently prosecute an application
for the Final Order (and in any event within seven Business Days after such approval of the
Arrangement Resolution) which application shall be in form and substance satisfactory to the
Parties hereto, acting reasonably.
	 
	 	(i)	 	Marathon and Marathon Gold shall forthwith carry out the terms of the Final Order.
	 
	 	(j)	 	Except for proxies and other non-substantive communications, Marathon shall furnish promptly to
Stillwater a copy of each notice, report, schedule or other document or communication delivered,
filed or received by Marathon in connection with this Agreement, the Arrangement and the other
transactions contemplated in this Agreement, the Interim Order or the Marathon Meeting or any other
meeting at which all Marathon Shareholders are entitled to attend relating to special business, any
filings made under any Applicable Law and any dealings or communications with any Governmental
Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the
transactions contemplated by this Agreement.




38.









 






	 	(k)	 	Marathon shall amend the Confidentiality Agreement to allow for the completion of the Private
Placement and to provide Stillwater with the ability to acquire up to 5% of the issued and
outstanding Marathon Shares by way of purchases in the market prior to the Effective Date.
	 
	 	(l)	 	Except as otherwise provided in this Agreement, each of Marathon and the Marathon Subsidiaries
shall conduct its business only in, not take any action except in, and maintain its facilities in,
the ordinary and regular course of business consistent with past practice and it shall use its best
efforts to maintain and preserve its business organization and assets.
	 
	 	(m)	 	Marathon shall keep Stillwater fully informed as to all material decisions or actions required
or required to be made with respect to the operations of the business of Marathon, and will allow
representatives of Stillwater to participate in any material decision making process with respect
to any decision regarding the Acquired Assets or the Acquired Properties. Marathon shall grant the
representatives of Stillwater access to the Acquired Assets and the Acquired Properties as
Stillwater may reasonably request.
	 
	 	(n)	 	Except in connection with any Pre-Acquisition Reorganization, the Arrangement or the Private
Placement, Marathon shall not and shall cause the Marathon Subsidiaries not to directly or
indirectly, do or permit to occur any of the following:






	 	(i)	 	issue, sell, or agree to issue or sell, any Marathon Shares or any options, warrants, calls,
conversion privileges or rights of any kind to acquire any Marathon Shares, create any Encumbrance
on any of the shares of the Marathon Subsidiaries, or permit the Marathon Subsidiaries to issue,
sell, or agree to issue, sell, pledge, lease or dispose of, any shares of, or any options,
warrants, calls, conversion privileges or rights of any kind to acquire any shares of, the Marathon
Subsidiaries, other than the issue of Marathon Shares pursuant to the exercise of Marathon Options
and the conversion of Marathon Convertible Securities outstanding on the date hereof in accordance
with their terms as of the date hereof;
	 
	 	(ii)	 	amend or propose to amend its constating documents or, except as agreed to with Stillwater,
any of the terms of the Marathon Options or the Marathon Convertible Securities as they exist on
the date hereof;
	 
	 	(iii)	 	split, combine or reclassify any of the shares of Marathon or any of the Marathon
Subsidiaries or declare, set aside or pay any dividend or other distribution payable in cash,
securities, property or otherwise with respect to the shares of Marathon or any of the Marathon
Subsidiaries;
	 
	 	(iv)	 	redeem, purchase or offer to purchase any Marathon Shares and, other than pursuant to the
Marathon Stock Option Plan, any options or obligations or rights under contracts, agreements and
commitments existing as of the date hereof;
	 
	 	(v)	 	adopt any resolution or enter into any agreement providing for an amalgamation, merger,
consolidation, reorganization, liquidation,





39.









 






	 	 	 	dissolution or other extraordinary transaction, adopt any plan of liquidation or reorganize,
amalgamate or merge with any other Person;
	 
	 	(vi)	 	sell, pledge, lease, encumber or otherwise dispose of the Acquired Assets or the Acquired
Properties or any interest therein and, except as contemplated herein, sell, pledge, encumber,
lease or otherwise dispose of any other material properties or assets;
	 
	 	(vii)	 	grant or enter into any agreement, written or verbal, with respect to any royalty or similar
arrangement or issue any instrument having the same economic effect as a royalty on the Acquired
Properties;
	 
	 	(viii)	 	except in the ordinary and regular course of business (up to an amount not to exceed, in the
aggregate, $100,000) or as required by Applicable Laws, enter into or modify in any material
respect any contract, agreement, licence, franchise, Environmental Approval, lease transaction,
commitment or other right or obligation or arrangement attributable to the Acquired Properties;
	 
	 	(ix)	 	abandon or fail to diligently pursue any application to renew any existing licence, permit,
order, claim, authorization, consent, approval (including Environmental Approvals) or registration
related to the Acquired Properties;
	 
	 	(x)	 	make any investment in any Person except in the ordinary and regular course of business, or
acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise)
any Person or any material properties or assets;
	 
	 	(xi)	 	incur any indebtedness for borrowed money or any other material liability or obligation or
issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become
responsible for, the obligations of any other Person, or make any loans or advances;
	 
	 	(xii)	 	authorize, recommend, propose or agree to any release or relinquishment of any standstill
agreement or of any other material contractual right;
	 
	 	(xiii)	 	enter into any hedges, swaps or other similar financial instruments or transactions;
	 
	 	(xiv)	 	enter into any agreements with its directors or officers or their respective affiliates or
associates;
	 
	 	(xv)	 	change any accounting method, principle or practice except for any changes as a result of
transition to IFRS or changes as required by Applicable Laws;
	 
	 	(xvi)	 	make or change any tax election, change an annual tax accounting period, adopt or change any
tax accounting method, enter into any closing agreement, surrender any right to claim a refund of
Taxes, consent to any extension or waiver of the statute of limitations period





40.









 






	 	 	 	applicable to any Tax claim or assessment, (other than in the ordinary and regular course of
business or as required by Applicable Laws); or
	 
	 	(xvii)	 	authorize, propose, permit or agree to any of the foregoing.






	 	(o)	 	Marathon shall not, and shall cause the Marathon Subsidiaries not to, directly or indirectly,
insofar as it relates to the Acquired Assets or the Acquired Properties, enter into new commitments
of a capital expenditure nature or incur any new contingent liabilities other than (i) ordinary
course expenditures including those contemplated as part of the mine development plan (up to an
amount not to exceed, in the aggregate, $100,000), (ii) expenditures required by Applicable Law,
(iii) expenditures made in connection with the Arrangement and the other transactions contemplated
in this Agreement, and (iv) capital expenditures required to prevent the occurrence of a Material
Adverse Effect on Marathon or the Marathon Subsidiaries.
	 
	 	(p)	 	Marathon shall not create any new obligations or liabilities or modify or in any manner amend
any existing obligations and liabilities to pay any amount, including loan amounts, to officers,
directors, employees or consultants of Marathon or any of the Marathon Subsidiaries, other than for
salary, bonuses and directors’ fees in the ordinary course, in each case in amounts consistent with
past practice, or obligations or liabilities arising in the ordinary and regular course of business
prior to the Effective Time.
	 
	 	(q)	 	Marathon shall not adopt or amend or make any contribution to any profit sharing, option,
deferred compensation, insurance, incentive compensation, other compensation or other similar plan,
agreement, trust, fund or arrangements for the benefit of employees except in the ordinary course.
	 
	 	(r)	 	Neither Marathon nor any of the Marathon Subsidiaries shall otherwise take any action that
could reasonably be expected to interfere with or be inconsistent with the completion of the
Arrangement or the transactions contemplate in this Agreement.
	 
	 	(s)	 	Marathon shall use reasonable best efforts, and shall cause each of the Marathon Subsidiaries
to use reasonable best efforts, to cause their respective current
insurance (or re-insurance)
policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless
simultaneously with such termination, cancellation or lapse, replacement policies underwritten by
insurance and reinsurance companies of internationally recognized standing 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.
	 
	 	(t)	 	Marathon shall use reasonable best efforts, and shall cause each of the Marathon Subsidiaries
to use reasonable best efforts, (i) to preserve intact its business organizations, (ii) to not do
anything or fail to do anything which could lead to a breach under any material contract, (iii) to
keep available the services of its officers, employees, agents and consultants as a group, (iv) to
maintain satisfactory relationships with suppliers, distributors, customers and others having
business relationships with it, (v) to not take any action which could reasonably be expected to be
prejudicial to the Acquired Properties and (vi) to not take any action which would render, or which
reasonably may be expected to render, any representation or




41.









 












	 	 	 	warranty made by it in this Agreement untrue at any time prior to the Effective Date if then made.
	 
	 	(u)	 	Marathon will not engage in any business, enterprise or other activity different from that
carried on by it at the date of this Agreement that could reasonably be expected to have a Material
Adverse Effect on Marathon or the Marathon Subsidiaries, or enter into any transaction or incur
(except in respect of obligations or liabilities to which it is already legally subject) any
material obligation, expenditure or liability other than in the ordinary and regular course of
business as presently conducted.
	 
	 	(v)	 	Marathon will furnish to Stillwater such information, in addition to the information contained
in this Agreement, relating to Marathon, Marathon Gold, the Marathon Subsidiaries, the Acquired
Assets and the Acquired Properties as may reasonably be requested by Stillwater, and such
information and any other information relating to Marathon, Marathon Gold and the Marathon
Subsidiaries provided by Marathon to Stillwater will be true and complete in all material respects
and will not contain a Misrepresentation.
	 
	 	(w)	 	Marathon shall not take any action, or refrain from taking any action (subject to reasonable
best efforts), or permit any action to be taken or not taken, inconsistent with the provisions of
this Agreement or that would reasonably be expected to materially impede the completion of the
Arrangement or the other transactions contemplated herein or would render, or that could reasonably
be expected to render, any representation or warranty made by Marathon or Marathon Gold in this
Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if
then made, or that would or could have a Material Adverse Effect on Marathon.
	 
	 	(x)	 	Marathon will promptly notify Stillwater in writing if:






	 	(i)	 	Marathon becomes aware that any of the representations and warranties of Marathon or Marathon
Gold in this Agreement are untrue or inaccurate in any material respect;
	 
	 	(ii)	 	there has been, or is reasonably expected to be, any breach of any covenant or agreement of
Marathon or Marathon Gold contained in this Agreement; or
	 
	 	(iii)	 	there has been any Material Adverse Change in respect of Marathon.






	 	(y)	 	Marathon and Marathon Gold shall use reasonable best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary to consummate and make effective as
promptly as is practicable the Arrangement and the other transactions contemplated in this
Agreement, including the execution and delivery of such documents as Stillwater may reasonably
request, and shall use reasonable best efforts to obtain all necessary waivers, consents and
approvals and to effect all necessary registrations and filings, including, but not limited to,
approvals and filings under Applicable Securities Laws and submissions of information requested by
Governmental Entities.




42.









 












	 	(z)	 	Each of Marathon, Marathon Gold and the Marathon Subsidiaries shall cooperate, and shall cause
their respective affiliates, officers, employees, agents, auditors and representatives reasonably
to cooperate, in preparing and filing all Tax Returns, resolving all disputes and audits with
respect to all taxable periods relating to Taxes, and in any other matters relating to Taxes,
including by maintaining and making available to Stillwater all books, records and other
information of Marathon, Marathon Gold and the Marathon Subsidiaries related to Taxes and shall
timely pay all Taxes arising before the Effective Date.
	 
	 	(aa)	 	Each of Marathon and Marathon Gold shall execute and deliver, or cause to be executed and
delivered, such customary agreements, certificates, resolutions and other documents and instruments
as may be requested by the other Parties hereto, all in form satisfactory to the other Parties
hereto, acting reasonably, necessary or required in order to complete the Arrangement and the other
transactions contemplated herein, including any Pre-Acquisition Reorganization, and, in the case of
any such Pre-Acquisition Reorganization, such opinions as are required or are customary for such
Pre-Acquisition Reorganization.
	 
	 	(bb)	 	Marathon will take all necessary action, if any, prior to the
Effective Date to (i) render the
Marathon Rights Plan inapplicable to the Arrangement and the other transactions contemplated by
this Agreement and (ii) ensure that (x) neither Stillwater nor any of its Affiliates is an
Acquiring Person or an Affiliate or Associate of an Acquiring Person or Person acting jointly or in
concert with an Acquiring Person or any Associate or Affiliate thereof (each capitalized term used
in this clause (ii) as defined in the Marathon Rights Plan), (y) none of the Separation Time or
Flip-in Event shall occur by reason of the approval, execution or delivery of this Agreement, the
announcement or consummation of the Arrangement or the consummation of any other transaction
contemplated by this Agreement and (z) the application of any of the relevant provisions of the
Marathon Rights Plan to the Arrangement or any of the transactions contemplated hereby shall be
waived or the Marathon Rights shall be redeemed or terminate immediately prior to the Effective
Date.





Covenants of Marathon and Marathon Gold Regarding Non-Solicitation





	4.2 	(a) 	 	Marathon and Marathon Gold shall, and Marathon shall direct and cause its representatives
and the Marathon Subsidiaries and their respective representatives to, immediately cease and cause
to be terminated any solicitation, encouragement, activity, discussion, negotiation or process with
any Person that may be ongoing with respect to any proposal that constitutes, or may reasonably be
expected to constitute, an Acquisition Proposal whether or not initiated by Marathon, Marathon Gold
or any of the Marathon Subsidiaries and in connection therewith, Marathon shall request the return
of all confidential information regarding Marathon, Marathon Gold and the Marathon Subsidiaries
previously provided to any Person (other than Stillwater). Marathon and Marathon Gold further agree
not to release any such Person from any standstill or confidentiality agreement or provision to
which such Person is a party with Marathon, Marathon Gold or any of the Marathon Subsidiaries and
to take all required actions to enforce such standstill and confidentiality agreements and
provisions.




43.









 












	 	(b)	 	Subject to subsection 4.2(c) hereof and section 4.3 hereof, Marathon and Marathon Gold hereby
covenant and agree that neither shall, and Marathon shall not authorize or permit any of the
Marathon Subsidiaries, and neither Marathon nor Marathon Gold shall authorize or permit any of the
representatives of Marathon, Marathon Gold or of any of the Marathon Subsidiaries, directly or
indirectly, to:






	 	(i)	 	make, solicit, initiate, encourage, entertain, promote or facilitate, including by way of
furnishing information, permitting any visit to facilities or properties of Marathon, Marathon Gold
or any of the Marathon Subsidiaries or entering into any form of agreement, written or verbal, any
inquiries or the making of any proposal which does or could constitute an Acquisition Proposal or
potential Acquisition Proposal;
	 
	 	(ii)	 	participate, directly or indirectly, in any discussions or negotiations regarding any
Acquisition Proposal or potential Acquisition Proposal;
	 
	 	(iii)	 	withdraw, modify, qualify or change in a manner adverse to Stillwater, or publicly state that
it intends to withdraw, modify, qualify or change in a manner adverse to Stillwater, the approval
or recommendation of the Marathon Board of the Arrangement (it being understood that failing to
affirm the approval or recommendation of the Marathon Board of the Arrangement after an Acquisition
Proposal has been publicly announced shall be considered a modification which is adverse to
Stillwater for the purposes of this subsection if the Marathon Board has not affirmed the approval
or recommendation of the Arrangement on the date which is the earlier of (A) 10 calendar days after
the date on which the Acquisition Proposal has been publicly announced and (B) five Business Days
prior to the Marathon Meeting);
	 
	 	(iv)	 	approve or recommend any Acquisition Proposal; or
	 
	 	(v)	 	enter into any agreement, written or verbal, related to any Acquisition Proposal or requiring
Marathon or Marathon Gold to abandon, terminate or fail to consummate the Arrangement or any other
transaction contemplated herein or providing for the payment of any break, termination or other fee
or expense to any Person in the event that Marathon, Marathon Gold or any of the Marathon
Subsidiaries completes the Arrangement and the other transactions contemplated herein or any other
transaction with Stillwater or the Stillwater Subsidiary agreed to prior to the termination of this
Agreement.






	 	 	 	None of Marathon, Marathon Gold or any Marathon Subsidiary shall, directly or indirectly, consider,
discuss, negotiate, accept, approve or recommend an Acquisition Proposal or provide information to
any Person proposing an Acquisition Proposal, in each case after the date of the approval of the
Arrangement by the Marathon Shareholders.
	 
	 	(c)	 	Notwithstanding subsection 4.2(b) hereof or any other
provision of this Agreement, the Marathon
Board may, prior to the approval of the Arrangement Resolution by the Marathon Shareholders,
consider and participate, directly or indirectly, in any discussions or negotiations with, or
provide information to, or permit any visit to the





44.









 






	 	 	 	properties or facilities of Marathon, Marathon Gold or any of the Marathon Subsidiaries by, any
Person who has delivered a bona fide written Acquisition Proposal:






	 	(i)	 	which was not solicited or encouraged after the date of this Agreement;
	 
	 	(ii)	 	did not otherwise result from a breach of this section 4.2; and
	 
	 	(iii)	 	that the Marathon Board determines in good faith, after consultation with the Financial
Advisor and outside legal counsel, is or would, if completed, reasonably be expected to constitute,
a Superior Proposal;






	 	 	 	provided, however, that prior to taking any such action, Marathon must;






	 	(iv)	 	give notice to Stillwater of such Acquisition Proposal as provided in subsection 4.2(d)
hereof; and
	 
	 	(v)	 	obtain a confidentiality agreement from the Person making such Acquisition Proposal that is
substantively the same as the Confidentiality Agreement, and containing terms no more favourable to
such Person than the Confidentiality Agreement including a standstill provision at least as
stringent as that contained in the Confidentiality Agreement.






	 	 	 	If Marathon, Marathon Gold or any of the Marathon Subsidiaries receives a request for material
non-public information from a Person who has made an unsolicited bona fide written Acquisition
Proposal and Marathon is permitted, as contemplated under this subsection 4.2(c), to consider and
participate, directly or indirectly, in any discussions or negotiations with, or provide
information to, or permit any visit to the properties or facilities of Marathon, Marathon Gold or
any of the Marathon Subsidiaries, subject to the execution by such Person of the confidentiality
agreement as described above, provide such Person with such information and access; provided that
Marathon sends a copy of any such confidentiality agreement to Stillwater promptly upon its
execution and Stillwater is provided with a list of, and a copy of, the information provided to
such Person (if not previously provided with such information) and is immediately provided with
access to similar information to which such Person is provided (if not previously provided with
such access).






	 	(d)	 	From and after the date of this Agreement, Marathon shall promptly (and in any event within 24
hours) notify Stillwater, at first orally and then in writing, of any inquiry, proposal or offer
relating to or constituting an Acquisition Proposal, or any request for non-public information
relating to Marathon, Marathon Gold or any of the Marathon Subsidiaries. Such notice shall include
a description of the terms and conditions of any such proposal, inquiry or offer, the identity of
the Person making such proposal, inquiry or offer and provide such other details of the proposal,
inquiry or offer as Stillwater may reasonably request. Marathon shall keep Stillwater fully
informed on a prompt basis of the status, including any change to the material terms, of any such
inquiry, proposal or offer.




45.









 






	 	(e)	 	Nothing contained in subsection 4.2(b) above shall prohibit the Marathon Board from taking any
action prohibited by subsection 4.2(b)(iii), if the Marathon Board determines, in good faith (after
consultation with outside legal counsel) that such action or inaction is necessary for the Marathon
Board to act in a manner consistent with its fiduciary duties or Applicable Laws, provided that
Marathon may not proceed with the announcement of such decision before giving written notice of
such decision to Stillwater. The foregoing shall not relieve Marathon from its obligation to
proceed to call and hold the Marathon Meeting and to hold a vote of the Marathon Shareholders on
the Arrangement Resolution, except in circumstances where this Agreement is terminated in
accordance with the terms hereof prior to the date of the Marathon Meeting.
	 
	 	(f) 	 	 Marathon and Marathon Gold shall ensure that each of its respective officers and directors and
the Marathon Subsidiaries and their respective officers and directors and all advisors and
representatives retained by any of them are aware of the provisions of this section 4.2, and it
shall be responsible for any breach of this section 4.2 by such officers, directors, advisors or
representatives.





Right to Accept a Superior Proposal





	4.3 	(a) 	 	If Marathon, Marathon Gold and the Marathon Subsidiaries have complied with section 4.2 of
this Agreement with respect thereto, Marathon may accept, approve, recommend or enter into any
agreement, understanding or arrangement in respect of a Superior Proposal prior to the approval of
the Arrangement Resolution by the Marathon Shareholders and terminate this Agreement if, and only
if (with the exception of a confidentiality agreement which complies with section 4.2 hereof the
execution of which shall not be subject to the conditions of this section 4.3):






	 	(i)	 	Marathon has provided Stillwater with a copy of the document containing the Superior Proposal;
	 
	 	(ii)	 	five Business Days have elapsed from the later of (A) the date Stillwater received written
notice (a “Superior Proposal Notice”) advising Stillwater that the Marathon Board has resolved,
subject only to compliance with this section 4.3, to accept, approve, recommend or enter into an
agreement in respect of such Superior Proposal, specifying the terms and conditions of such
Superior Proposal and identifying the Person making such Superior Proposal, and (B) the date
Stillwater received a copy of the document containing such Superior Proposal;
	 
	 	(iii)	 	the Marathon Board has determined in good faith (after consultation with outside legal
counsel) that it is necessary for the Marathon Board to take such action in order to discharge
properly its fiduciary duties;
	 
	 	(iv)	 	such Superior Proposal does not provide for the payment of any break, termination or other fee
or expense to the Person making the Superior Proposal in the event that Marathon, Marathon Gold or
any of the Marathon Subsidiaries completes the Arrangement and the other transactions contemplated
in this Agreement or any other transaction





46.









 






	 	 	 	with Stillwater or the Stillwater Subsidiary agreed to prior to the termination of this Agreement,
	 
	 	(v)	 	taking into account any revised proposal made by Stillwater since receipt of the Superior
Proposal Notice, such Superior Proposal remains a Superior Proposal and the Marathon Board has
again made the determinations referred to in this subsection 4.3(a); and
	 
	 	(vi)	 	Marathon has previously or concurrently paid or caused to be paid to Stillwater the
Termination Fee payable under section 7.3 of this Agreement.






	 	 	 	In the event that Marathon provides Stillwater with a Superior Proposal Notice on a date that is
less than five Business Days prior to the Marathon Meeting, Marathon shall adjourn the Marathon
Meeting to a date that is not less than five Business Days and not more than 10 Business Days after
the date of receipt by Stillwater of the Superior Proposal Notice.
	 
	 	(b)	 	During the five Business Day period referred to in paragraph 4.3(a)(ii) above, Stillwater shall
have the right, but not the obligation, to offer to amend the terms of this Agreement. The Marathon
Board will review any proposal by Stillwater to amend the terms of
this Agreement in good faith in
order to determine whether Stillwater’s amended proposal upon acceptance by Marathon would result
in such Superior Proposal ceasing to be a Superior Proposal. If the Marathon Board so determines,
Marathon shall enter into an amended agreement with Stillwater reflecting Stillwater’s amended
proposal. If the Marathon Board continues to believe, in good faith and after consultation with the
Financial Advisor and outside legal counsel, that such Superior Proposal remains a Superior
Proposal and therefore rejects Stillwater’s amended proposal, Marathon may, on termination of this
Agreement in accordance with section 7.1 hereof and payment of the Termination Fee as required
pursuant to section 7.3 hereof, accept, approve, recommend or enter into an agreement,
understanding or arrangement in respect of such Superior Proposal.
	 
	 	(c)	 	Marathon and Marathon Gold hereby acknowledge and agree that each successive material
modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes
of section 4.2 hereof and the requirement under paragraph 4.3(a)(ii) hereof to initiate an
additional five Business Day notice period.
	 
	 	(d)	 	If the Marathon Information Circular has been sent to the Marathon Shareholders prior to the
expiry of the five Business Day period set forth in subsection 4.3(a) hereof and, during such
period, Stillwater requests in writing that the Marathon Meeting proceed, unless otherwise ordered
by the Court, Marathon shall continue to take all reasonable actions necessary to hold the Marathon
Meeting and to cause the Arrangement to be voted on at the Marathon Meeting provided that such
obligation shall cease to apply upon termination of this Agreement in accordance with section
7.1 hereof and payment of the Termination Fee, if applicable, pursuant to section 7.3 hereof.




47.









 











Covenants of Marathon and Marathon Gold Regarding Reorganization





	4.4	 	Marathon and Marathon Gold shall, and Marathon shall cause each of the Marathon Subsidiaries:






	 	(a)	 	at the expense of Marathon, to take all action to do, or cause to be done, all things
necessary, proper or advisable to and to prepare all documentation necessary to complete following
the Marathon Meeting and within one Business Day prior to the Effective Date:






	 	(i)	 	the transfer by Marathon to Marathon Gold of the Marathon Gold Assets, the Marathon Gold
Properties and all associated liabilities (collectively the
“Marathon Gold Transfer”); and
	 
	 	(ii)	 	the Marathon Gold Cash Contribution;






	 	 	 	in each case in form and substance satisfactory to Stillwater;






	 	(b)	 	at the expense of Marathon, on the Effective Date provide Stillwater with a statement verified
by an officer of Marathon and Marathon Gold setting forth a detailed calculation and accounting of
the Marathon Gold Cash Contribution, in form and substance satisfactory to Stillwater;
	 
	 	(c)	 	at the expense of Marathon, to take all action to do, or cause to be done, all things
necessary, proper or advisable and prepare all documentation necessary to complete such other
reorganizations of Marathon, Marathon Gold or the Marathon Subsidiaries and their respective
businesses, operations and assets prior to the Effective Date as Stillwater may request, acting
reasonably in order to give effect to the transactions contemplated
herein (each a “Pre-Acquisition
Reorganization” and which term shall include the Marathon Gold Cash Contribution) and the Plan of
Arrangement, if required, shall be modified accordingly, in each case in form and substance
acceptable to Stillwater; and
	 
	 	(d)	 	cooperate fully with Stillwater and its advisors in connection with structuring, planning and
implementing any Pre-Acquisition Reorganization that might be undertaken.






	 	 	The obligations of Marathon pursuant to subsection 4.4(c) hereof shall be conditional on the
understanding that any Pre-Acquisition Reorganization shall not be prejudicial to Marathon, any of
the Marathon Subsidiaries or any of the securityholders of Marathon and shall not require Marathon,
Marathon Gold or any the of the Marathon Subsidiaries to contravene any Applicable Laws or their
respective organizational documents. Marathon shall its use its best efforts to obtain all
necessary consents, approvals or waivers from any Person to effect each Pre-Acquisition
Reorganization.






	 	 	The Parties hereto will seek to have any Pre-Acquisition Reorganization made effective as of the
last minute of the day preceding the Effective Date, and in any event after Stillwater has
confirmed that the conditions in section 5.1 and subsections 5.3(d), 5.3(e) and 5.3(g) have been
met or waived.




48.









 











Covenants of Stillwater





	4.5	 	Stillwater hereby covenants and agrees with Marathon and Marathon Gold that, prior to the
Effective Date:






	 	(a)	 	Stillwater shall not take any action, or refrain from taking any action (subject to reasonable
best efforts), or permit any action to be taken or not taken, inconsistent with the provisions of
this Agreement or that would reasonably be expected to materially impede the completion of the
Arrangement or the other transactions contemplated herein or would render, or that could reasonably
be expected to render, any representation or warranty made by Stillwater in this Agreement untrue
or inaccurate in any material respect at any time prior to the Effective Time if then made or that
would or could have a Material Adverse Effect on Stillwater.
	 
	 	(b)	 	Stillwater will promptly notify Marathon and Marathon Gold in writing if:






	 	(i)	 	Stillwater becomes aware that any of the representations and warranties of Stillwater in this
Agreement is untrue or inaccurate in any material respect;
	 
	 	(ii)	 	there has been, or is reasonably expected to be, any breach of any covenant or agreement of
Stillwater contained in this Agreement; or
	 
	 	(iii)	 	there has been a Material Adverse Change in respect of Stillwater.






	 	(c)	 	Stillwater shall use all reasonable best efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary, proper or advisable to consummate and make
effective as promptly as is practicable the Arrangement and the other transactions contemplated in
this Agreement, including the execution and delivery of such documents as Marathon may reasonably
request, and to use reasonable best efforts to obtain all necessary waivers, consents and approvals
and to effect all necessary registrations and filings, including, but
not limited to, approvals and
filings under United States Securities Laws and submissions of information requested by
Governmental Entities.
	 
	 	(d)	 	In a timely and expeditious manner, Stillwater shall provide to Marathon all information as may
be reasonably requested by Marathon or as required by the Interim Order or Applicable Laws with
respect to Stillwater and its businesses and properties for inclusion in the Marathon Information
Circular or in any amendment or supplement to the Marathon Information Circular that complies in
all material respects with all Applicable Laws on the date of the mailing thereof and containing
all Material Facts relating to Stillwater required to be disclosed in the Marathon Information
Circular and not containing any Misrepresentation with respect
thereto. Stillwater shall fully
cooperate with Marathon in the preparation of the Marathon Information Circular and shall provide
such assistance as Marathon may reasonably request in connection therewith.
	 
	 	(e)	 	Stillwater shall not split, combine or reclassify any of the Stillwater Shares or, other than
in accordance with past practice, declare, set aside or pay any dividend or other distribution
payable in cash, securities, property or otherwise with respect to the Stillwater Shares.




49.









 






	 	(f)	 	Stillwater shall use reasonable best efforts to preserve intact its business organizations.
	 
	 	(g)	 	Stillwater shall prepare and file with the applicable Governmental Authorities and the NYSE all
necessary applications required in order to permit the issue of Stillwater Shares upon the
conversion of Marathon Convertible Securities and the exercise of Marathon Options in accordance
with the terms thereof.
	 
	 	(h)	 	Stillwater shall incorporate a direct wholly-owned subsidiary
(“AcquireCo”) of Stillwater as
required in order to effect the Arrangement and the requirements specified in the Plan of
Arrangement.
	 
	 	(i)	 	Stillwater shall, upon the Effective Date, cause to be paid to those individuals specified in
the Marathon Disclosure Letter, such severance payments as outlined in the Marathon Disclosure
Letter, in an aggregate amount not to exceed $2.5 million.
	 
	 	(j)	 	Stillwater shall take all necessary actions to cause to be deposited with the Depositary, in
accordance with the Arrangement, that amount of cash that is required to be paid to the Marathon
Shareholders pursuant to the Plan of Arrangement.





ARTICLE 5

CONDITIONS PRECEDENT




Mutual Conditions Precedent of Marathon, Marathon Gold and Stillwater





	5.1	 	The respective obligations of Marathon, Marathon Gold and Stillwater to complete the
Arrangement shall be subject to the satisfaction, at or before the Effective Time, of the following
conditions precedent, each of which may only be waived, in whole or in part, by mutual consent of
Marathon, Marathon Gold and Stillwater:






	 	(a)	 	the Interim Order shall have been granted in form and substance satisfactory to the Parties
hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable
to the Parties hereto, acting reasonably, on appeal or otherwise;
	 
	 	(b)	 	the Arrangement Resolution shall have been approved by the Marathon Shareholders at the
Marathon Meeting in accordance with the provisions of the Interim Order;
	 
	 	(c)	 	the Court shall have determined that the terms and conditions of the exchange pursuant to the
Arrangement are procedurally and substantively fair to all those Persons to whom securities will be
issued and the Final Order shall have been granted in form and substance satisfactory to the
Parties hereto, acting reasonably, and shall not have been set aside or modified in a manner
unacceptable to the Parties hereto, acting reasonably, on appeal or otherwise;
	 
	 	(d)	 	any Pre-Acquisition Reorganization including, without limitation, the Marathon Gold Transfer
and the Marathon Gold Cash Contribution, shall have been completed;






50.












 






	 	(e)	 	Marathon Gold shall be deemed to be a reporting issuer under the Securities Laws of
the Province of Ontario on the Effective Date;
	 
	 	(f)	 	the Marathon Gold Shares shall have been conditionally approved to be listed on either the
TSX or the TSX Venture Exchange;
	 
	 	(g)	 	the NYSE shall have authorized the listing thereon, subject to official
notice of issuance, of the Stillwater Shares to be issued pursuant to the Arrangement
as of the Effective Date, or as soon as possible thereafter;
	 
	 	(h)	 	the distribution of the Stillwater Shares and Marathon Gold Shares and any
other securities of Stillwater issued in exchange for securities of Marathon in the
United States pursuant to the Arrangement shall be exempt from registration
requirements under the 1933 Act and, except with respect to Persons deemed
“affiliates” of Stillwater or Marathon Gold, as the case may be, under the 1933 Act,
the Stillwater Shares and Marathon Gold Shares and any other securities of Stillwater
issued in exchange for securities of Marathon to be distributed in the United States
pursuant to the Arrangement shall not be subject to resale restrictions in the United
States under the 1933 Act, provided however, that the Stillwater Replacement Options
and the Marathon Convertible Securities or any Stillwater securities issued in
exchange therefor may not be exercised in the United States on behalf or for the
benefit of, a U.S. person (as such term is defined in Regulation S), unless registered
under the 1933 Act or an exemption is available from the registration requirements of
the
1933 Act and any applicable state securities laws, and the holder furnishes to
Stillwater an opinion of counsel or other documentation satisfactory to Stillwater to such
effect;
	 
	 	(i)	 	in relation to any notification requirement under Part IX of the Competition
Act or any filing under the Competition Act deemed necessary by Stillwater, acting
reasonably, (a) the Commissioner of Competition (the “Commissioner”) shall have issued
an advance ruling certificate pursuant to subsection 102(1) of the Competition Act
with respect to the transactions contemplated by this Agreement, and such certificate
shall not have been rescinded; OR (b) both of (A) any applicable waiting period,
including any extension thereof, under section 123 of the Competition Act shall have
expired or been terminated or waived by the Commissioner, or any applicable obligation
to provide a pre-merger notification in accordance with Part IX of the Competition Act
shall have been waived in accordance with subsection 113(c) of the Competition Act,
and (B) the Commissioner shall have advised Stillwater in writing that she 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 and such advice is
satisfactory to Stillwater, acting reasonably, and has not been rescinded;
	 
	 	(j)	 	if the transactions contemplated by this Agreement are subject to review
under the ICA, Stillwater shall have received notice from the responsible Minister
under the ICA that he is satisfied, or is deemed to be satisfied, that the
transactions contemplated by this Agreement are of net benefit to Canada, on terms and
conditions satisfactory to Stillwater, acting reasonably; and
	 
	 	(k)	 	this Agreement shall not have been terminated pursuant to Article 7 hereof.




51.









 











Conditions Precedent to Obligations of Marathon and Marathon Gold





	5.2	 	The obligation of Marathon and Marathon Gold to complete the Arrangement is subject to the
satisfaction, on or before the Effective Time, of each of the following conditions, which
conditions are for the sole benefit of Marathon and Marathon Gold and may be waived by
Marathon and Marathon Gold in whole or in part by notice in writing to Stillwater without
prejudice to the rights of Marathon and Marathon Gold to rely on any other condition:






	 	(a)	 	there shall not have been any event, change, occurrence or
state of facts that, either individually or in the aggregate, have or could
reasonably be expected to have a Material Adverse Effect on Stillwater;
	 
	 	(b)	 	the representations and warranties made by Stillwater in this
Agreement that are qualified by the expression “Material Adverse Change” or
“Material Adverse Effect” shall be true and correct as of the Effective Time
as if made on and as of such date (except to the extent that such
representations and warranties speak as of an earlier date, in which event
such representations and warranties shall be true and correct as of such
earlier date), and all other representations and warranties made by Stillwater
in this Agreement shall be true and correct in all material respects as of the
Effective Time as if made on and as of such date (except to the extent that
such representations and warranties speak as of an earlier date, in which
event such representations and warranties shall be true and correct as of such
earlier date), in either case, except where any failures or breaches of
representations and warranties would not, either individually or in the
aggregate, in the reasonable judgment of Marathon or Marathon Gold, have a
Material Adverse Effect on, or constitute a Material Adverse Change in respect
of, Stillwater, and Stillwater shall have provided to Marathon and Marathon
Gold a certificate of two officers thereof certifying such accuracy or lack of
Material Adverse Effect or Material Adverse Change on the Effective Date. No
representation or warranty made by Stillwater hereunder shall be deemed not to
be true and correct if the facts or circumstances which make such
representation or warranty untrue or incorrect are disclosed or referred to in
the Stillwater Disclosure Letter, or provided for or stated to be exceptions
under this Agreement;
	 
	 	(c)	 	Stillwater shall have complied in all material respects with
its covenants herein and Stillwater shall have provided to Marathon and
Marathon Gold a certificate of two officers thereof, certifying that, as of
the Effective Time, it has so complied with such covenants herein;
	 
	 	(d)	 	(i) all consents, waivers, permits, exemptions, orders and
approvals of, and any registrations and filings with, any Governmental Entity
and the expiry of any waiting periods, in connection with, or required to
permit, the completion of the Arrangement, and (ii) all third person and other
consents, waivers, permits, exemptions, orders, approvals, agreements and
amendments and modifications to agreements, indentures or arrangements, the
failure of which to obtain or the non-expiry of which, either individually or
in the aggregate would, or could reasonably be expected to have, a Material
Adverse Effect on Stillwater or materially impede the completion of the
Arrangement, shall have been obtained or received on terms that are reasonably
satisfactory to each of Marathon and Marathon Gold;




52.









 












	 	(e)	 	there shall have been no action taken under any Applicable
Law or by any Governmental Entity which (i) makes it illegal or otherwise
directly or indirectly restrains, enjoins or prohibits the completion of the
Arrangement, or (ii) results or could reasonably be expected to result in a
judgment, order, decree or assessment of damages, directly or indirectly,
relating to the Arrangement which has, or could have, a Material Adverse
Effect on Stillwater, or Marathon or on Marathon Gold subsequent to the
Effective Date;
	 
	 	(f)	 	the Stillwater Board shall have adopted all necessary
resolutions and all other necessary corporate action shall have been taken by
Stillwater to permit the consummation of the Arrangement.





Conditions Precedent to Obligations of Stillwater





	5.3	 	The obligation of Stillwater to complete the Arrangement is subject to the satisfaction of
each of the following conditions on or before the Effective Time, which conditions are for the
sole benefit of Stillwater and may be waived by it in whole or in part by notice in writing to
Marathon and Marathon Gold without prejudice to the rights of Stillwater to rely on any other
condition:






	 	(a)	 	there shall not have been any event, change, occurrence or
state of facts that, either individually or in the aggregate, have or could
reasonably be expected to have a Material Adverse Effect on Marathon;
	 
	 	(b)	 	the representations and warranties made by Marathon and
Marathon Gold in this Agreement and with respect to the Acquired Properties
that are qualified by the expression “Material Adverse Change” or “Material
Adverse Effect” shall be true and correct as of the Effective Time as if made
on and as of such date (except to the extent that such representations and
warranties speak as of an earlier date, in which event such representations
and warranties shall be true and correct as of such earlier date), and all
other representations and warranties made by Marathon and Marathon Gold in
this Agreement that are not so qualified shall be true and correct in all
material respects as of the Effective Date as if made on and as of such date
(except to the extent that such representations and warranties speak as of an
earlier date, in which event such representations and warranties shall be true
and correct as of such earlier date), in either case, except where any
failures or breaches of representations and warranties would not, either
individually or in the aggregate, in the reasonable judgment of Stillwater,
have a Material Adverse Effect on, or constitute a Material Adverse Change in
respect of, Marathon or Marathon Gold, and each of Marathon and Marathon Gold
shall have provided to Stillwater a certificate of two officers thereof
certifying such accuracy or lack of Material Adverse Effect or Material
Adverse Change as at the Effective Time. No representation or warranty made by
Marathon or Marathon Gold hereunder shall be deemed not to be true and correct
if the facts or circumstances that make such representation or warranty untrue
or incorrect are disclosed or referred to in the Marathon Disclosure Letter,
or provided for or stated to be exceptions under this Agreement;
	 
	 	(c)	 	Marathon and Marathon Gold shall have complied in all
material respects with their respective covenants herein and Marathon and
Marathon Gold shall have provided to Stillwater a certificate of two officers
thereof certifying that, as of the Effective Time, Marathon and Marathon Gold
has so complied with their respective covenants herein;




53.









 












	 	(d)	 	Marathon Shareholders holding no more than 5% of the
outstanding Marathon Shares shall have exercised their Dissent Rights (and not
withdrawn such exercise) and Stillwater shall have received a certificate
dated the day immediately preceding the Effective Time of two officers of
Marathon to such effect;
	 
	 	(e)	 	the Support Agreements shall not have been terminated;
	 
	 	(f)	 	the Private Placement shall have been completed in accordance
with the provisions of Article 9 hereof;
	 
	 	(g)	 	Marathon shall have obtained title opinions, in form and
substance satisfactory to Stillwater, acting reasonably, addressed to
Stillwater relating to the Acquired Properties;
	 
	 	(h)	 	(i) all consents, waivers, permits, exemptions, orders and
approvals of, and any registrations and filings with, any Governmental Entity
and the expiry of any waiting periods, in connection with, or required to
permit, the completion of the Arrangement, and (ii) all third person and other
consents, waivers, permits, exemptions, orders, approvals, agreements and
amendments, supplements and modifications to agreements, indentures or
arrangements, in each case considered necessary or desirable by Stillwater,
acting reasonably, shall have been obtained or received on terms that are
reasonably satisfactory to Stillwater;
	 
	 	(i)	 	there shall have been no action taken under any Applicable Law or by
any Governmental Entity which (i) makes it illegal or otherwise directly
or indirectly restrains, enjoins or prohibits the completion of the
Arrangement, or (ii) results or could reasonably be expected to result in
a judgment, order, decree or assessment of damages, directly or
indirectly, relating to the Arrangement which has, or could have, a
Material Adverse Effect on Stillwater, the Acquired Properties or on
Marathon Gold, subsequent to the Effective Date;
	 
	 	(j)	 	the Marathon Board and the directors of each of the Marathon
Subsidiaries shall have adopted all necessary resolutions and all other
necessary corporate action shall have been taken by Marathon and the Marathon
Subsidiaries to permit, or required in connection with, the completion of the
Arrangement;
	 
	 	(k)	 	each of the officers and directors of Marathon shall have
provided their written resignation as a director or officer of Marathon (or
both) effective on or before the Effective Date together with a mutual release
(in form satisfactory to Stillwater acting reasonably); and
	 
	 	(l)	 	subject to the terms of this Agreement, the Marathon Board
shall not have withdrawn, modified, qualified or changed in a manner adverse
to Stillwater, or publicly stated that it intends to withdraw, modify, qualify
or change in a manner adverse to Stillwater its recommendation to Marathon
Shareholders that they vote in favour of the Arrangement Resolution.





Co-operation





	5.4	 	Each of the Parties hereto will use all reasonable best efforts to satisfy each of the
conditions precedent to be satisfied by it and take, or cause to be taken, all other actions and
do, or cause to




54.









 












	 	 	be done, all other things necessary, proper or advisable under Applicable Laws (including,
for greater certainty, the Competition Act and the ICA, if applicable), to permit the
completion of the Arrangement and the other transactions contemplated in this Agreement in
accordance with the provisions of this Agreement and to complete and make effective the
Arrangement and the other transactions contemplated in this Agreement and to co-operate
with each other in connection with the foregoing.
	 
	5.5	 	In relation to any Competition Act filings, the Parties shall submit as promptly as
practicable any filings required or deemed advisable by Stillwater, acting reasonably, in
connection with the consummation of the transactions contemplated by this Agreement (with the
form of any required Competition Act filing to be agreed upon by the Parties) and shall as
promptly as practicable furnish any supplementary information that may be requested in
connection therewith.
	 
	 	 	Each Party shall bear its own costs and expenses incurred in connection with any
Competition Act filing and the provision of information, and Marathon and Stillwater shall
each bear one-half of the costs of any filing fee under the Competition Act. Subject to
Applicable Laws, the Parties (or, with respect to competitively sensitive information, each
of their respective outside counsel) shall have the right to review in advance all
characterizations of the information relating to this Agreement and the transactions
contemplated hereby that appear in any Competition Act filing. The Parties agree to respond
promptly to any inquiries from the Competition Bureau concerning such filings and to comply
in all material respects with the filing requirements of the Competition Act. The Parties
shall consult and cooperate with each other in connection with any investigation, review or
other inquiry concerning the transactions contemplated by this Agreement commenced by the
Competition Bureau and shall promptly furnish all information to the other Party that is
necessary in connection with the Parties’ compliance with the Competition Act. The Parties
shall keep each other fully apprised with respect to any requests from or communications
with the Competition Bureau concerning such filings and shall consult in advance with each
other with respect to all responses thereto and consider any comments of the other Party in
good faith. Each of the Parties shall use their reasonable best efforts to take all actions
reasonably necessary and appropriate in connection with any Competition Act filing to
consummate the transactions contemplated hereby as soon as practicable; provided, however,
that in no event will Stillwater be required to agree to any divestiture, transfer or
licensing of its or Marathon or Marathon Gold’s properties, assets or businesses, or to the
imposition of any limitation on the ability to conduct its businesses following closing of
the transactions contemplated by this Agreement or to own or exercise control of their
assets and properties following closing of the transactions contemplated by this Agreement.





Notice and Cure Provisions





	5.6	 	Each Party hereto shall give prompt notice to the other Parties hereto of the occurrence, or
failure to occur, at any time from the date hereof until the Effective Date, of any event or
state of facts which occurrence or failure would be likely to or could:






	 	(a)	 	cause any of the representations or warranties of such Party
hereto contained herein to be untrue or inaccurate in any material respect
between the date hereof and the Effective Date;
	 
	 	(b)	 	result in the failure to comply with or satisfy any covenant
or agreement to be complied with or satisfied by such Party hereto prior to
the Effective Date; or




55.









 












	 	(c)	 	result in the failure to satisfy any of the conditions precedent in favour of the other Parties
hereto contained in section 5.1, 5.2 or 5.3 hereof, as the case may be.






Subject as herein provided, a Party hereto may elect not to complete the Arrangement pursuant
to the conditions contained in section 5.1, 5.2 or 5.3 hereof in favour of such Party hereto or
exercise any termination right arising therefrom; provided, however, that:




	 	(d)	 	promptly and in any event prior to the Effective Date, the Party hereto intending to rely
thereon has delivered a written notice to the other Parties hereto specifying in reasonable detail
the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or
other matters which the Party hereto delivering such notice is asserting as the basis for the
exercise of the termination right, as the case may be; and
	 
	 	(e)	 	if any such notice is delivered, and a Party hereto is proceeding diligently, at its own
expense, to cure such matter, if such matter is susceptible to being cured, the Party hereto which
has delivered such notice may not terminate this Agreement until the earlier of the Termination
Deadline and the expiration of a period of 14 days from the date of delivery of such notice,
provided that, if such notice has been delivered prior to the date of the Marathon Meeting, the
Marathon Meeting shall be adjourned or postponed until the expiry of such period.





Merger of Conditions





	5.7	 	The conditions set out in sections 5.1, 5.2 or 5.3 hereof shall be conclusively deemed to have
been satisfied, fulfilled or waived upon the issue of a certificate of arrangement by the Director
for the Arrangement. Marathon and Marathon Gold hereby acknowledge and agree that they have no
right to file the Articles of Arrangement with the Director unless such conditions have been
satisfied, fulfilled or waived and Stillwater has consented in writing to such filing of the
Articles of Arrangement.





Resignations





	5.8	 	Marathon shall obtain and deliver to Stillwater at the Effective Time evidence reasonably
satisfactory to Stillwater of the resignations effective as of the Effective Time, of all of the
directors and officers of Marathon requested by Stillwater.





ARTICLE 6

TRANSITION PERIOD AND INSURANCE




Transition Period





	6.1	 	For a period of six months after the Effective Date (the “Transition Period”), each of
Stillwater and Marathon Gold shall provide the other of them with such reasonable assistance with
respect to the transition of operations at the Acquired Properties, including using reasonable
efforts to cause employees, agents and consultants of the other of them to provide reasonable
assistance at market rates to give effect to the foregoing. At the Effective Time, Stillwater may
designate such reasonable number of employees, agents and consultants of Marathon Gold to give
effect to the foregoing, and Marathon Gold shall use reasonable efforts to cause such persons to
provide transitional assistance to Stillwater with respect to the operations at the Acquired
Properties, but provided such assistance does not result in undue prejudice or cost to Marathon
Gold.




56.









 











Insurance





	6.2	 	Stillwater hereby covenants and agrees that in order to maintain all current rights to
indemnification or exculpation in favour of the current and former directors and officers of
Marathon provided in the articles or by-laws of Marathon, or any agreement and any directors and
officers insurance now existing in favour of the directors or officers of Marathon, prior to the
Effective Date, Marathon may, at its expense, take all action deemed appropriate or necessary,
prior to the Effective Date for the continuance (or replacement with substantially equivalent
coverage from another provider) of such rights (either directly or via run-off insurance or
insurance provided by an alternative provider) for a period of not less than six years after the
Effective Date.





ARTICLE 7

TERMINATION AND AMENDMENT




Rights of Termination





	7.1	 	This Agreement may be terminated at any time prior to the Effective Date:






	 	(a)	 	by the mutual written consent and agreement of Marathon, Marathon Gold and Stillwater;
	 
	 	(b)	 	by Stillwater if (i) the Marathon Board shall have withdrawn or modified in a manner adverse to
Stillwater its approval or recommendation of the Arrangement (including as contemplated by sections
4.2 and 4.3 hereof) or (ii) the Marathon Board shall have approved or recommended an Acquisition
Proposal;
	 
	 	(c)	 	by Marathon if the Private Placement has not been completed by the Subscription Closing Date,
through no default by Marathon;
	 
	 	(d)	 	by Marathon in order to enter into a definitive written agreement with respect to a Superior
Proposal, subject to compliance with section 4.3 hereof;
	 
	 	(e)	 	by Marathon, Marathon Gold or Stillwater if the Marathon Shareholder Approval shall not have
been obtained at the Marathon Meeting;
	 
	 	(f)	 	by Stillwater if Marathon shall have failed to hold the Marathon Meeting on or before December
15, 2010, unless such failure results from (i) delays in obtaining all required regulatory
approvals that are beyond the control of Marathon, or (ii) an adjournment or postponement of the
Marathon Meeting for not more than ten Business Days in the circumstances described in subsection
4.3(a) hereof;
	 
	 	(g)	 	by Stillwater if there is a breach by Marathon, Marathon Gold or any of the Marathon
Subsidiaries or any of their respective directors, officers, agents or any other representative
thereof of any of the covenants provided in sections 4.1, 4.2 or 4.3 hereof, in each case, prior to
the Effective Date;
	 
	 	(h)	 	by Marathon if there is a breach by Stillwater or the
Stillwater Subsidiary or any of their
respective directors, officers, agents or any other representative thereof of any of the covenants
provided in section 4.5; or




57.









 












	 	(i)	 	if any of the conditions in sections 5.1, 5.2 or 5.3 hereof for the benefit of the
terminating Party is not satisfied or waived in accordance with those sections.





Termination Deadline





	7.2	 	If the Effective Date does not occur on or before the Termination Deadline, this Agreement will
terminate on notice by a Party hereto to the other Parties hereto. The right to terminate this
Agreement under this section 7.2 shall not be available to any Party hereto whose action or failure
to act has been a principal cause of or resulted in the failure of the Effective Date to occur on
or before the Termination Deadline and such action or failure to act constitutes a breach of this
Agreement. Provided that Stillwater’s action or failure to act, in either case in breach of this
Agreement, has not been a principal cause nor resulted in the failure of the Effective Date to
occur on or before the Termination Deadline, Stillwater shall have the right, in its sole
discretion, upon written notice to Marathon and Marathon Gold three Business Days prior to the
Termination Deadline, to extend the Termination Deadline for a period of 30 days beyond the
Termination Deadline (the “Revised Termination Deadline”) and neither Marathon nor Marathon Gold
shall be entitled to terminate this Agreement under this section 7.2 until the expiration of such
Revised Termination Deadline.





Termination Fee





	7.3	 	If:






	 	(a)	 	Stillwater shall terminate this Agreement pursuant to subsection 7.1(b) hereof;
	 
	 	(b)	 	Marathon shall terminate this Agreement pursuant to subsection 7.1(d) hereof;
	 
	 	(c)	 	either Marathon or Stillwater shall terminate this Agreement pursuant to subsection 7.1(e)
hereof in circumstances where the Arrangement Resolution has not received the required Marathon
Shareholders Approval at the Marathon Meeting and (i) a bona fide Acquisition Proposal has been
publicly announced or made by any Person other than Stillwater prior to the Marathon Meeting and
not publicly withdrawn more than five Business Days prior to the Marathon Meeting, and (ii)
Marathon enters into an agreement with respect to such Acquisition Proposal, or such Acquisition
Proposal is completed, after the date of this Agreement and prior to the expiration of 12 months
following the termination of this Agreement;
	 
	 	(d)	 	Stillwater shall terminate this Agreement pursuant to
subsection 7.1(f) hereof; or
	 
	 	(e)	 	Stillwater shall terminate this Agreement pursuant to subsection 7.1(g) hereof;






	 	 	then in any such case Marathon shall pay or cause to be paid to Stillwater a termination fee (the
“Termination Fee”) of $3,000,000, in immediately
available funds to an account designated by
Stillwater. In the circumstances set forth in subsection 7.3(a), (b), (d) or (e) above, the
Termination Fee shall be payable at the time of termination and, in the circumstances set forth in
subsection 7.3(c) above, the Termination Fee shall be payable within three Business Days following
the earlier of the date on which Marathon enters into an agreement in respect of an Acquisition
Proposal or the date on which Marathon consummates an Acquisition Proposal. Marathon shall not be
obligated to make more than one payment pursuant to this section 7.3. Marathon hereby acknowledges
that the payment amount set out in this section 7.3 is a payment of liquidated damages which are a
genuine pre-estimate of the damages which Stillwater will




58.









 













	 	 	suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and is not a penalty. Marathon hereby irrevocably waives any right it
may have to raise as a defence that any such liquidated damages are excessive or punitive.





Amendment





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






	 	(a)	 	change the time for the performance of any of the obligations or acts of any of the Parties
hereto;
	 
	 	(b)	 	waive any inaccuracies or modify any representations 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 the
performance of any of the obligations of any of the Parties hereto; or
	 
	 	(d)	 	waive compliance with or modify any mutual conditions precedent herein contained.





Waiver





	7.5	 	At any time prior to the Effective Date, any Party hereto may:






	 	(a)	 	extend the time for the performance of any of the obligations or other acts of the other
Parties hereto; or
	 
	 	(b)	 	waive compliance with any of the covenants or agreements of the other Parties hereto or with
any conditions to its own obligations, but in each case only to the extent such obligations,
agreements and conditions are intended for its benefit.





ARTICLE 8

ADDITIONAL COVENANTS AND INDEMNIFICATION




Other Business





	8.1	 	Following the Effective Date, Marathon Gold and Stillwater shall have the right without
consulting or notifying the other to engage in and receive full benefits from other and independent
business activities, whether or not competitive or in conflict with the transactions contemplated
in this Agreement. The doctrine of “corporate opportunity” or “business opportunity” shall not be
applied to any other transaction, activity, venture or operation of Marathon Gold or Stillwater not
within the boundaries or in respect of the Acquired Properties and, except as otherwise expressly
provided in other agreements between Marathon Gold and Stillwater, if any, neither of Marathon Gold
or Stillwater shall have any duty to the other with respect to any opportunity to acquire property
outside of the boundaries of the Acquired Properties.




59.









 











Right to Purchase Marathon Gold Shares





	8.2	 	Marathon Gold covenants with Stillwater that from and after the Effective Date, in connection
with an initial equity offering which Marathon Gold may undertake following the Effective Date,
Stillwater shall have the right but not the obligation to purchase from Marathon Gold at the
offering price per Marathon Gold Share under such offering, that number of Marathon Gold Shares
equal to 15% of the total Marathon Gold Shares outstanding following the completion of the equity
offering, which covenant shall be set forth in an agreement from Marathon Gold to be delivered to
Stillwater on the Effective Date. Such agreement shall also contain covenants from Stillwater to
provide 5 business days prior written notice of any intention to acquire, directly or indirectly,
securities that would cause Stillwater to beneficially own more than 15% of any class of voting
securities of Marathon Gold and to give Marathon Gold 60 days to exercise a right of first refusal
to find purchasers of any Marathon Gold securities that Stillwater intends to sell.





Post-Closing Adjustments





	8.3	 	For a period of two years following the Effective Date, to the extent that Stillwater and
Marathon Gold determine, after the Effective Date, that the occurrence of any circumstance or event
which requires a post-closing adjustment by the Parties hereto, the Parties hereto will work
together to determine a mutually acceptable tax-efficient manner to effect, to the greatest extent
possible, the necessary transfers and will, in any event, effect the necessary transfers and make
any payments or reimbursements related thereon, as the case may be within 15 calendar days after
the determination of any such adjustments by cheque or wire transfer to the Party hereto to whom
such payments or reimbursements are payable or owed.





Indemnification by Marathon Gold





	8.4	 	From the Effective Time, Marathon Gold hereby agrees to indemnify and save harmless Stillwater,
Marathon and the Marathon Subsidiaries from all Losses suffered or incurred by Stillwater, Marathon
or the Marathon Subsidiaries as a result of or arising directly or indirectly out of or in
connection with (a) any Indemnified Liability; or (b) any Indemnified Taxes, unless they are the
result of actions taken at the request of Stillwater or after the Effective Date.
	 
	 	 	If any claim, proceeding or other matter resulting from the occurrence of any of the events
contemplated by subsection 8.4 above (a “Claim”) is made against Stillwater, Marathon or the
Marathon Subsidiaries by a third party for which Stillwater, Marathon or the Marathon Subsidiaries
may be entitled to indemnification, Stillwater or Marathon or the Marathon Subsidiaries, as
applicable, shall give notice (the “Indemnity Notice”) to Marathon Gold specifying the particulars
of such Claim within 60 days after it receives notification of the Claim. Marathon Gold shall have
the right to participate in any negotiations or proceedings with respect to such Claim. Stillwater,
Marathon or the Marathon Subsidiaries, as applicable shall not settle or compromise any such Claim
without the prior written consent of Marathon Gold, unless Marathon Gold has not, within five
Business Days after the giving of the Indemnity Notice, given notice to Stillwater, Marathon or the
Marathon Subsidiaries, as applicable, that it wishes to dispute such Claim. If Marathon Gold does
give such a notice, it shall have the right to assume the defence of such Claim and to defend such
Claim in the name of Stillwater, Marathon or the Marathon Subsidiaries, as applicable. Stillwater,
Marathon and the Marathon Subsidiaries shall provide to Marathon Gold all files, books, records and
other information in its possession or control which may be relevant to the defence of such Claim.
Stillwater and Marathon shall co-operate in all reasonable respects in the defence of such Claim. If
Marathon Gold fails after the giving of such notice, diligently and reasonably to defend such Claim
throughout the period that




60.









 












	 	 	such Claim exists, its right to defend the Claim shall terminate and Stillwater, Marathon or the
Marathon Subsidiaries may assume the defence of such Claim. In such event, Stillwater, Marathon or
the Marathon Subsidiaries may compromise or settle such Claim without the consent of Marathon Gold.
	 
	 	 	Notwithstanding anything to the contrary, in the event that the Claim relates to Indemnified Taxes,
Marathon Gold’s indemnity hereunder shall be limited to the amount by which the aggregate sum of
all such Claims exceeds the aggregate sum of unexpired non-capital losses, cumulative Canadian
development expense and cumulative Canadian exploration expense of Marathon existing as at the end
of the taxation year which is deemed to end immediately before the
Effective Time (the “Tax
Indemnity Limit”). To the extent that the aggregate sum of all Claims relating to Indemnified Taxes
exceeds the Tax Indemnity Limit, Marathon Gold shall pay to Stillwater, Marathon or the Marathon
Subsidiaries, as the case may be, such excess upon the amount of Indemnified Taxes being finally
determined whether by assessment, reassessment or agreement with the Governmental Entity or by
judicial determination. If Stillwater, Marathon or the Marathon Subsidiaries, as the case may be,
shall receive a refund of any Indemnified Taxes in respect of which a payment was made by Marathon
Gold pursuant to this section 8.4 the amount of such refund shall forthwith be paid to Marathon
Gold, together with interest, if any, paid by the applicable Governmental Entity on such refund
(net of any taxes thereon).
	 
	 	 	If the amount of Indemnified Taxes imposed on or suffered by Stillwater, Marathon or the Marathon
Subsidiaries, as the case may be, as finally determined, is greater than the amount which was paid
by Marathon Gold to Stillwater, Marathon or the Marathon Subsidiaries, as the case may be, or to
any Governmental Entity on account of Indemnified Taxes, Marathon Gold shall, forthwith following
such final determination, pay the amount of such difference to Stillwater, Marathon or the Marathon
Subsidiaries, as the case may be, together with any interest which may be payable to a Governmental
Entity in respect of such amount.
	 
	 	 	For certainty, the Parties hereto acknowledge that a Claim in respect of Indemnified Taxes can be
made by Stillwater until the day which is 90 days immediately
following the later of: (1) the last
date on which an assessment can be made against Marathon in respect of any Indemnified Taxes, and
(2) the date on which the period for an appeal from an assessment or other determination of such
Tax liability, or decision of a court or other competent tribunal in respect thereof may be filed
has expired and that appeal has not been filed.





Remedies





	8.5	 	The Parties hereto acknowledge and agree that an award of money damages may be inadequate for
any breach of this Agreement by any Party hereto or its representatives and advisors and that such
breach may cause the non-breaching Party hereto irreparable harm. Accordingly, the Parties hereto
agree that, in the event of any such breach or threatened breach of this Agreement by one of the
Parties hereto, Stillwater (if either Marathon or Marathon Gold is the breaching Party) or Marathon
and Marathon Gold (if Stillwater is the breaching Party) will be entitled, without the requirement
of posting a bond or other security, to seek equitable relief, including injunctive relief and
specific performance. Subject to any other provision hereof including, without limitation, section
7.3 hereof, such remedies will not be the exclusive remedies for any breach of this Agreement but
will be in addition to all other remedies available hereunder or at law or in equity to each of the
Parties hereto.




61.









 











ARTICLE 9

PRIVATE PLACEMENT




Subscription





	9.1	 	Stillwater hereby irrevocably agrees with Marathon to subscribe for and purchase $3,000,000 of
Marathon Shares (the “Subscription Shares”) from Marathon and Marathon hereby agrees to sell and
issue to Stillwater the Subscription Shares at a subscription price equal to the 5 day volume
weighted average trading price per Subscription Share as quoted on the TSX, subject to a 15%
discount, determined based on the closing price of the Marathon Shares on September 7,2010 up to
and including the closing price of the Marathon Shares on September 13, 2010 (the “Subscription
Price”) on the terms and conditions set out in this Article 9 (the “Private Placement”) such
Private Placement to be completed on the Subscription Closing Date. Completion of the Private
Placement shall not be conditional upon the completion of the Arrangement.





Representations, Warranties, Covenants and Acknowledgements of Stillwater





	9.2	 	In connection with the subscription for the Subscription Shares under this Article 9,
Stillwater hereby represents and warrants to Marathon on the date hereof and on the Subscription
Closing Date, hereby covenants and agrees with Marathon and acknowledges that Marathon is relying
thereon, as the case may be, that:






	 	(a)	 	Stillwater is subscribing for the Subscription Shares for its own account and not for the
account or benefit of any other Person, for investment purposes only, and not with a view to resell
or otherwise distribute the Subscription Shares in violation of Applicable Securities Laws and the
subscription hereunder constitutes a legal and binding obligation of Stillwater;
	 
	 	(b)	 	neither Stillwater nor any of its affiliates is the beneficial owner of, or exercises control
or direction over, any Marathon Shares or Marathon Convertible Securities, in each case excluding
the Subscription Shares to be purchased by Stillwater;
	 
	 	(c)	 	Stillwater has been advised to consult its own legal advisors with respect to trading in the
Subscription Shares when issued and with respect to the resale restrictions imposed by Applicable
Securities Laws and hereby acknowledges that no representation or warranty has been made respecting
the applicable hold period imposed by Applicable Securities Laws or other resale restrictions
applicable to the Subscription Shares which restrict the ability of Stillwater to resell the
Subscription Shares, that Stillwater is solely responsible to
determine what these restrictions are
and that Stillwater is solely responsible (and Marathon is in no way responsible) for compliance
with applicable resale restrictions;
	 
	 	(d)	 	Stillwater hereby acknowledges that the Subscription Shares have not been and will not be
registered under the 1933 Act, or any state securities laws, and the Subscription Shares may not be
offered or sold in the United States unless registered or in compliance with the requirements of an
applicable exemption from registration under the 1933 Act;




62.









 












	 	(e)	 	Stillwater hereby acknowledges and consents to the placement of the following Canadian legend
on the certificate evidencing the Subscription Shares issued to Stillwater:






“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE <INSERT THE
DATE THAT IS FOUR MONTHS AND A DAY AFTER
THE DISTRIBUTION DATE.>




THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE LISTED ON THE TORONTO STOCK EXCHANGE
(“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE
TRADED THROUGH THE FACILITIES OF THE TSX SINCE
THEY ARE NOT FREELY TRANSFERABLE, AND
CONSEQUENTLY ANY CERTIFICATE REPRESENTING
SUCH SECURITIES IS NOT “GOOD DELIVERY” IN
SETTLEMENT OF TRANSACTIONS ON THE TSX.”;




	 	 	 	in addition, the certificates representing the Subscription Shares (and any certificates issued in
exchange therefor or in substitution thereof) shall bear the following legend until such time as it
is no longer required under the 1933 Act and applicable state securities laws:






“THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE
BENEFIT OF MARATHON PGM CORPORATION (THE
“CORPORATION”) THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE CANADIAN LOCAL LAWS AND
REGULATIONS, OR (C) (1) IN ACCORDANCE WITH RULE
144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND
IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS OR (2) PURSUANT TO ANOTHER
TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS AND THE
SELLER HAS FURNISHED AN OPINION OF COUNSEL OF
RECOGNIZED STANDING IN FACT AND SUBSTANCE
REASONABLY SATISFACTORY TO THE CORPORATION
TO SUCH EFFECT.



63.









 






	 	 	 	provided, that if such securities are being sold in compliance with the requirements of Rule 903 or
904 of Regulation S, and provided that Marathon is a
“foreign issuer” within the meaning of
Regulation S at the time of sale, then unless Marathon or its transfer agent requires a legal
opinion in form and substance reasonably satisfactory to it, the legend may be removed by providing
a declaration to Marathon as Marathon or its transfer agent may prescribe from time to time,
provided further, that if the Subscription Shares are being sold under Rule 144, the legend may be
removed by delivery to Marathon of an opinion of counsel of recognized standing reasonably
satisfactory to Marathon to the effect that such legend is no longer required under the 1933 Act or
state securities laws;
	 
	 	(f)	 	Stillwater agrees that if it decides to offer, sell, pledge or otherwise transfer any
of the Subscription Shares it will not offer, sell, pledge or otherwise transfer any such
securities, directly or indirectly, unless: (i) the transfer is to Marathon, (ii) the transfer is
made outside the United States in accordance with the requirements of Rule 903 or 904 of Regulation
S and in compliance with applicable Canadian local laws and regulations, or (iii)(A) in accordance
with Rule 144 under the 1933 Act, if available, and in compliance with any applicable state
securities laws or (B) pursuant to another transaction that does not require registration under the
1933 Act or applicable state securities laws and the seller has furnished an opinion of counsel of
recognized standing in form and substance reasonably satisfactory to Marathon to such effect;
	 
	 	(g)	 	Stillwater understands and acknowledges that Marathon is not obligated to file and has no
present intention of filing with the United States Securities and Exchange Commission or with any
state securities commission any registration statement in respect of resales of the Subscription
Shares in the United States;
	 
	 	(h)	 	Stillwater is a U.S. Accredited Investor and is eligible to purchase the Subscription Shares
pursuant to an exemption from the prospectus and registration requirements of Applicable Securities
Law in Canada and pursuant to an exemption from the registration requirements under the 1933 Act
available under Rule 506 of Regulation D and pursuant to similar exemptions under applicable state
securities laws;
	 
	 	(i)	 	Stillwater has not engaged, consented to or authorized any broker, finder or intermediary to
act on its behalf, directly or indirectly, as a broker, finder or intermediary in connection with
the subscription for the Subscription Shares and if any Person establishes a claim that any fee or
other compensation is payable in connection with this subscription for the Subscription Shares,
Stillwater hereby covenants and agrees to indemnify and hold harmless Marathon with respect thereto
and with respect to all costs reasonably incurred in the defence thereof;
	 
	 	(j)	 	the subscription by Stillwater under this Article 9, the performance and compliance
with this Article 9 and the completion of the transaction described in this Article 9 by Stillwater
will not result in any material breach of, or be in conflict with or constitute a material default
under, or create a state of facts which, after notice or lapse of time, or both, would constitute a
material default under any provision of the articles, by-laws or resolutions of Stillwater,
Applicable Securities Laws or any other law applicable to Stillwater, any agreement to which
Stillwater is a party or any judgment, decree, order, statute, rule or regulation applicable to
Stillwater;




64.









 












	 	(k)	 	if required by Applicable Securities Laws or Marathon, Stillwater will execute, deliver and
file or assist Marathon in filing such reports, undertakings and other documents with respect to
the issue and sale of the Subscription Shares as may be required by Securities Authorities;
	 
	 	(l)	 	Stillwater has not received or been provided with a prospectus or an offering memorandum,
within the meaning of Applicable Securities Laws, or any sales or advertising literature in
connection with the subscription for the Subscription Shares;
	 
	 	(m)	 	the subscription for the Subscription Shares has not been made through or as a result
of, and the distribution thereof is not being accompanied by, any advertisement, including without
limitation, printed public media, radio, televisions or telecommunications, including electronic
display, or as part of a general solicitation;
	 
	 	(n)	 	there are risks associated with the purchase of and investment in the Subscription
Shares and Stillwater is knowledgeable and/or experienced in business and financial
matters and is capable of evaluating the merits and risks of an investment in the
Subscription Shares and fully understands the restrictions on the resale of the
Subscription Shares and is capable of bearing the economic risk of the investment;
	 
	 	(o)	 	the funds representing the Subscription Price which will be advanced by Stillwater to Marathon
under this Article 9, as applicable, will not represent proceeds of crime for the purposes of the
PCMLTFA and Stillwater hereby acknowledges that Marathon may in the future be required by
Applicable Securities Law to disclose the name of Stillwater and other information relating to this
subscription and that subscription of Stillwater under this Article 9, on a confidential basis,
pursuant to the PCMLTFA and, to the best of the knowledge of Stillwater (a) none of the
subscription funds to be provided by Stillwater (i) have been or will be derived from or related to
any activity that is deemed criminal under the laws of Canada, the United States or any other
jurisdiction, or (ii) are being tendered on behalf of a Person who has not been identified to
Stillwater, and (b) Stillwater shall promptly notify Marathon if Stillwater discovers that any of
such statements ceases to be true, and to provide Marathon with appropriate information in
connection therewith; and
	 
	 	(p)	 	Stillwater hereby acknowledges that the subscription under this Article 9 requires Stillwater
to provide certain personal information to Marathon, that such information is being collected by
Marathon for the purposes of completing the sale and issue of the Subscription Shares, which
includes, without limitation, determining the eligibility of Stillwater to purchase the
Subscription Shares under Applicable Securities Laws, preparing and registering a certificate
representing the Subscription Shares to be issued to Stillwater and completing filings required by
any stock exchange or securities regulatory authority, that such personal information may be
disclosed by Marathon to (a) Securities Authorities, (b) the Canada Revenue Agency, and (c) any of
the other Persons involved in the issue and sale of the Subscription Shares, including legal
counsel, and may be included in record books in connection with the subscription and that by
executing this Agreement Stillwater is deemed to be consenting to the foregoing collection, use and
disclose of such personal information.




65.









 











Representations and Warranties of Marathon





	9.3	 	In connection with the subscription for the Subscription Shares under this Article 9 by
Stillwater, Marathon hereby represents and warrants to Stillwater on the date hereof and on the Subscription
Closing Date, hereby covenants and agrees with Stillwater and hereby acknowledges that
Stillwater is relying upon such representations and warranties that:






	 	(a)	 	the representations and warranties of Marathon in section 3.2 of this Agreement are true and
correct;
	 
	 	(b)	 	the Subscription Shares subscribed for herein will be issued as outstanding Marathon Shares
registered in the name of Stillwater (or as it may direct in writing) on the Subscription Closing
Date and, upon receipt of the aggregate Subscription Price by Marathon, such Subscription Shares
will be fully paid and non-assessable;
	 
	 	(c)	 	the issue of the Subscription Shares by Marathon hereunder does not and will not contravene,
conflict with or result in a violation of the articles, by-laws or resolutions of Marathon or the
terms of any agreement or instrument to which Marathon is a party or result in the triggering of
any registration rights, rights to acquire Marathon Shares or consent obligations on Marathon
pursuant to any agreement or instrument to which Marathon is a party; and
	 
	 	(d)	 	no order ceasing or suspending trading in securities of Marathon nor prohibiting the sale of
any such securities has been issued and is outstanding against Marathon or its directors, officers
or promoters.





Survival of Representations





	9.4	 	The representations and warranties of Stillwater and Marathon contained in sections 9.2 and 9.3
hereof respectively shall survive the closing of the transaction contemplated in this Article 9 for
a period ending on the earlier of (i) the Effective Time and (ii) one year after the Subscription
Closing Date.





Covenants of Marathon





	9.5	 	In connection with the issue of the Subscription Shares hereunder, and until the Effective
Time, Marathon hereby covenants and agrees with Stillwater that:






	 	(a)	 	Marathon will file all such reports, statements or other documents as may be necessary or
desirable, and otherwise use best efforts to maintain in good standing the status of Marathon under
Applicable Securities Laws as a “reporting issuer” and the listing of the Marathon Shares on the
TSX;
	 
	 	(b)	 	Marathon has obtained, or by the Subscription Closing Date will have obtained, the approval of
the TSX for the listing and trading of the Subscription Shares on such exchange effective from the
Subscription Closing Date; and
	 
	 	(c)	 	on the Subscription Closing Date and before the time of closing of the purchase of the
Subscription Shares, Marathon shall deliver:






	 	(i)	 	a certificate of two officers of Marathon confirming that:




66.









 












	 	A.	 	the representations and warranties of Marathon set forth in section 9.3 hereof are true and
accurate in all material respects;
and
	 
	 	B.	 	Marathon has performed all obligations and covenants under this Article 9 in all material
respects; and






	 	(ii)	 	a legal opinion from Canadian counsel to Marathon in form acceptable to Stillwater, acting
reasonably, in respect of the issue of the Subscription Shares.





Conditions to Closing the Private Placement





	9.6	 	The obligation of Stillwater to complete the Private Placement is subject to the satisfaction
of each of the following conditions on or before the Subscription Closing Date, which conditions
are for the sole benefit of Stillwater and may be waived by it in whole or in part by notice in
writing to Marathon and Marathon Gold without prejudice to the rights of Stillwater to rely on any
other condition:






	 	(a)	 	there shall be no prohibition at law in Canada against the completion of the issue of the
Subscription Shares;
	 
	 	(b)	 	the conditional approval of the TSX for the additional listing of the Subscription Shares shall
have been obtained by Marathon;
	 
	 	(c)	 	(i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations
and filings with, any Governmental Entity and the expiry of any waiting periods, in connection
with, or required to permit, the completion of the Private Placement, and (ii) all third person and
other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments,
supplements and modifications to agreements, indentures or arrangements, in each case considered
necessary or desirable by Stillwater, acting reasonably, shall have been obtained or received on
terms that are reasonably satisfactory to Stillwater; and
	 
	 	(d)	 	the Support Agreements shall not have been terminated.





Payment of Subscription Price





	9.7	 	Stillwater shall cause to be wire transferred to the bank account of Marathon in Canada the
Subscription Price for the Subscription Shares on the Subscription Closing Date against receipt by
Stillwater of a certificate representing the Subscription Shares.





ARTICLE 10

GENERAL




Notice





	10.1	 	All notices, requests, demands and other communications hereunder shall be deemed to have been
given and made if in writing and if served by personal delivery upon the Party hereto for whom it
is intended, or if sent by facsimile transmission, upon receipt of confirmation that such




67.









 












	 	 	transmission has been received, to the Person at the address set forth below, or such other address
as may be designated in writing hereafter, in the same manner, by such Person.




To Stillwater:



1321 Discovery Drive

Billings, MT 59102



Attention:      Chief Executive Officer



Telephone:    (406) 373-8730

Fax:               (406) 373-8752



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



Fraser Milner Casgrain LLP

1 First Canadian Place

100 King Street West

Toronto, ON M5X 1B2



Attention:      John Sabine



Telephone:    (416) 863-4374

Fax:               (416) 863-4592



To Marathon (prior to the Effective Date):



330 Bay Street

Suite 1505

Toronto, ON M5H 2S8



Attention:      Chief Executive Officer



Telephone:    (416) 861-0851

Fax:               (416) 861-1925



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



Fogler, Rubinoff LLP

95 Wellington Street West

Suite 1200, Toronto-Dominion Centre

Toronto ON M5J 2Z9



Attention:      Monique Rabideau



Telephone:    (416) 367-3727

Fax:               (416)941-8852



To Marathon Gold:



330 Bay Street

Suite 1505

Toronto, ON M5H 2S8




68.









 







Attention:      Chief Executive Officer



Telephone:    (416) 861-0851

Fax:               (416) 861-1925



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



Fogler, Rubinoff LLP

95 Wellington Street West

Suite 1200, Toronto-Dominion Centre

Toronto ON M5J 2Z9



Attention:
     Monique Rabideau



Telephone:    (416) 367-3727

Fax:               (416) 941-8852





	 	 	Any such notice, direction or other instrument, whether personally delivered or transmitted by
facsimile transmission, shall be deemed to have been given and received at the time and on the date
on which it was personally delivered to or received in the office of the addressee, as the case may
be, if personally delivered or transmitted prior to 5:00 p.m. (at the place of the addressee) on a
Business Day or, if personally delivered or transmitted later than that time, at 9:00 a.m. (at the
place of the addressee) on the subsequent Business Day. Any Party hereto may change its address for
service from time to time by notice given to the other Parties hereto in accordance with the
foregoing. Any notice, direction or other instrument personally delivered or transmitted under this
Agreement shall be signed by one or more officers of the Party delivering it.





Binding Effect





	10.2	 	This Agreement shall be binding upon and enure to the benefit of the Parties hereto and their
respective successors.





No Assignment





	10.3	 	This Agreement may not be assigned by any Party hereto without the prior written consent of
the other Parties hereto.





Public Statements





	10.4	 	No Party hereto shall make any announcement regarding the Arrangement, the Private Placement
or the other transactions contemplated herein which has not been previously reviewed and commented
on by the other Parties hereto, except that any Party hereto may issue a press release or make a
filing with a regulatory authority if counsel for such Party hereto advises that such press release
or filing is necessary in order to comply with Applicable Laws or the rules and policies of any
stock exchange, in which case such Party hereto will first make a reasonable effort to obtain the
approval of the other Parties hereto.





Entire Agreement





	10.5	 	This Agreement together with the Confidentiality Agreement constitutes the entire agreement
between the Parties hereto and supersedes all other prior agreements, negotiations, discussions,




69.









 












	 	 	understandings and undertakings, both written and oral, between the Parties hereto relating to the
subject matter hereof.





Time of Essence





	10.6	 	Time shall be of the essence of this Agreement.





Severability





	10.7	 	If any provision of this Agreement, or the application thereof, is determined for any reason
and to any extent to be invalid or unenforceable, the remainder of this Agreement and the
application of such provision to other Persons and circumstances shall remain in full force and
effect, provided that the legal or economic substance of the transactions contemplated hereby is
not thereby affected in a manner adverse to any of the Parties hereto.





Counterpart Executions and Facsimile Transmissions





	10.8	 	This Agreement may be executed in counterparts, each of which when delivered (whether in
originally executed form or by facsimile or other electronic transmission) shall be deemed to be an
original and all of which together shall constitute one and the same document.





Fees and Expenses





	10.9	 	Subject to sections 5.5 and 7.3 hereof, each Party hereto shall be responsible for its own
fees and expenses relating to the Arrangement, the Private Placement and the other transactions
contemplated herein including, without limitation, regulatory fees and fees of professional
advisers, including legal counsel and auditors.





Investigation





	10.10	 	Any investigation by a Party hereto and its advisers shall not mitigate, diminish or affect
the representations and warranties of the other Parties hereto contained in this Agreement or any
document or certificate given pursuant thereto.





Further Assurances





	10.11	 	The Parties hereto will do all such further acts and things and will execute such further
documents and agreements as may be necessary to give effect to the terms and conditions of this
Agreement.





Waiver





	10.12	 	Any waiver or release of any of the provisions of this Agreement, to be effective, must be in
writing executed by the Party hereto granting such waiver or release.





Governing Law





	10.13	 	This Agreement will be governed by and construed in accordance with the laws of the Province
of Ontario and the laws of Canada applicable therein. Each of the Parties hereto irrevocably
attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.






70.











 




IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above
written.




					
	 	

STILLWATER MINING COMPANY

 	 
	 	Per:  	“John R. Stark”
 	 
	 	 	John R. Stark 	 
	 	 	Executive Vice President 	 
	 



					
	 	


MARATHON PGM CORPORATION

 	 
	 	Per:  	“Phillip C. Walford”
 	 
	 	 	Phillip C. Walford 	 
	 	 	President and Chief Executive Officer 	 
	 



					
	 	


MARATHON GOLD CORPORATION

 	 
	 	Per:  	“Phillip C. Walford”
 	 
	 	 	Phillip C. Walford 	 
	 	 	President and Chief Executive Officer 	 



 









 






	 	 	 	 	 



SCHEDULE A




PLAN OF ARRANGEMENT UNDER SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT




	1.	 	INTERPRETATION






	 	(a)	 	Definitions: In this Plan of Arrangement, unless the context otherwise requires, the following
words and terms shall have the meaning hereinafter set out:






	 	(i)	 	“AcquireCo” means a wholly-owned subsidiary of Stillwater existing under the laws of Canada;
	 
	 	(ii)	 	“Arrangement” means the arrangement under the provisions of section 192 of the CBCA, on the
terms and conditions set forth in this Plan of Arrangement, subject to any amendment or supplement
hereto made in accordance with the Arrangement Agreement and the provisions hereof or made at the
direction of the Court in the Final Order;
	 
	 	(iii)	 	“Arrangement Agreement” means the Arrangement Agreement dated September 7, 2010 to which this
Plan of Arrangement is attached as schedule A;
	 
	 	(iv)	 	“Arrangement Resolution” means the Special Resolution of Marathon Shareholders approving the
Arrangement;
	 
	 	(v)	 	“Business Day” means a day which is not a Saturday, Sunday or a civic or statutory holiday in
Toronto, Ontario;
	 
	 	(vi)	 	“Cash Consideration” means $1.775 for each one (1) Marathon Share outstanding immediately
prior to the Effective Time, up to an aggregate amount equal to the Maximum Cash;
	 
	 	(vii)	 	“CBCA” means the Canada Business Corporations Act, as amended;
	 
	 	(viii)	 	“Class A Shares” means the class A common shares of Marathon which are to be created in
accordance with this Plan of Arrangement and which shall have attached thereto the right to vote at
all meetings of Marathon Shareholders, the right to dividends as and when declared by the directors
of Marathon, subject to the preferential right of the holders of Class B Shares to dividends and
the right to participate in the remaining assets of Marathon upon a winding up of Marathon;
	 
	 	(ix)	 	“Class B Shares” means the Marathon Shares following their re-designation as Class B Shares in
accordance with this Plan of Arrangement, such Class B Shares to bear the same rights and
privileges as the Marathon Shares provided that such Class B Shares shall be entitled to dividends
as and when declared by the directors of Marathon in preference to dividends to be paid on the
Class A Shares;




 









 












	 	(x)	 	“Closing Date” means the Business Day that is three Business Days after the granting of the
Final Order or such other date as the parties to the Arrangement Agreement may agree;
	 
	 	(xi)	 	“Court” means the Ontario Superior Court of Justice (Commercial List);
	 
	 	(xii)	 	“Depositary” means any trust company, bank or financial institution agreed to in writing
between Stillwater and Marathon for the purpose of, among other things, exchanging certificates
representing Marathon Shares for Marathon Gold Shares and the Class A Shares and, subsequently, for
the Cash Consideration and/or the Share Consideration, as the case may be, in connection with and
in conformity to the Arrangement;
	 
	 	(xiii)	 	“Director” means the Director appointed pursuant to section 260 of the CBCA;
	 
	 	(xiv)	 	“Dissent Procedures” means the procedures set forth in section 190 of the CBCA, as may be
modified by the Interim Order, which are required to be taken by an Marathon Shareholder to
exercise the right of dissent in respect of Marathon Shares in connection with the Arrangement;
	 
	 	(xv)	 	“Dissent Rights” means the rights of dissent of Marathon Shareholders in respect of the
Arrangement Resolution as defined in section 4 hereof;
	 
	 	(xvi)	 	“Dissenting Marathon Shareholder” means an Marathon Shareholder who has duly exercised a
Dissent Right in strict compliance with the Dissent Procedures;
	 
	 	(xvii)	 	“Effective Date” means the date shown in the certificate of arrangement issued in accordance
with section 262 of the CBCA in respect of the Arrangement, being the Closing Date, or such other
date as may be agreed to by the parties to the Arrangement Agreement;
	 
	 	(xviii)	 	“Effective Time” means the time when the Arrangement will be deemed to have been completed,
which shall be 12:01 a.m., Toronto time, on the Effective Date;
	 
	 	(xix)	 	“Encumbrance” means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security
interest, adverse interest, 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;
	 
	 	(xx)	 	“Exchange Ratio” means 0.224 of a Stillwater Share for each one (1) Marathon Share outstanding
immediately prior to the Effective Time;
	 
	 	(xxi)	 	“Final Order” means the final order of the Court approving the Arrangement, as such order may
be amended by the Court (with the consent of Stillwater and Marathon) at any time prior to the
Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as
amended on appeal;
	 
	 	(xxii)	 	“Former Marathon Shareholders” means the holders of Marathon Shares immediately prior to the
Effective Time;




73.









 












	 	(xxiii)	 	“Interim Order” means the interim order of the Court providing for, among other things, the
calling and holding of the Marathon Meeting, as such order may be amended, supplemented or varied
by the Court (with the consent of Stillwater and Marathon);
	 
	 	(xxiv)	 	“Letter of Transmittal” means the letter of transmittal to be delivered by Marathon to the
Marathon Shareholders providing for the delivery of Marathon Shares to the Depositary;
	 
	 	(xxv)	 	“Marathon” means Marathon PGM Corporation, a corporation existing under the laws of Canada;
	 
	 	(xxvi)	 	“Marathon Disclosure Letter” means the letter dated the date hereof delivered by Marathon to
Stillwater in the form accepted by Stillwater;
	 
	 	(xxvii)	 	“Marathon Gold” means Marathon Gold Corporation, a corporation existing under the laws of
Canada;
	 
	 	(xxviii)	 	“Marathon Gold Shares” means the common shares which Marathon Gold is authorized to issue
as presently constituted;
	 
	 	(xxix)	 	“Marathon Meeting” means the special meeting of Marathon Shareholders, including any
adjournment or adjournments or postponement or postponements thereof, to be held for the purpose of
obtaining approval by Marathon Shareholders of the Arrangement Resolution;
	 
	 	(xxx)	 	“Marathon Options” means the outstanding options to acquire Marathon Shares and which have
been issued pursuant to the Marathon Stock Option Plan;
	 
	 	(xxxi)	 	“Marathon Shareholder” means a Person who is a registered holder of Marathon Shares as shown
on the share register of Marathon and for the purposes of the Marathon Meeting, is a registered
holder of Marathon Shares as of the record date therefor, and for the purposes of the Arrangement,
is a registered holder of Marathon Shares immediately prior to the Effective Time;
	 
	 	(xxxii)	 	“Marathon Shares” means the common shares which Marathon is authorized to issue as
presently constituted and following the re-designation of such common shares to Class B Shares in
accordance with this Plan of Arrangement, means the Class B Shares which Marathon will be
authorized to issue and, following the exchange of the Class B Shares for Class A Shares and
Marathon Gold Shares in accordance with this Plan of Arrangement, means the Class A Shares which
Marathon is authorized to issue;
	 
	 	(xxxiii)	 	“Marathon Stock Option Plan” means the stock option plan of Marathon as approved by the
Marathon Board and by the Marathon Shareholders on June 15, 2010;
	 
	 	(xxxiv)	 	“Marathon Warrants” means the outstanding warrants to purchase up to 58,540 Marathon Shares
issued by Marathon as disclosed in the Marathon Disclosure Letter;




74.









 












	 	(xxxv)	 	“Maximum Cash” means $61,775,707;
	 
	 	(xxxvi)	 	“Maximum Shares” means 3,893,325 Stillwater Shares;
	 
	 	(xxxvii)	 	“Person” means any individual, corporation, firm, partnership (including, without
limitation, a limited partnership), sole proprietorship, syndicate, joint venture, trustee, trust,
any unincorporated organization or association, any government or instrumentality thereof and any
tribunal;
	 
	 	(xxxviii)	 	“Share Consideration” means 0.112 of a Stillwater Share for each one (1) Marathon Share
outstanding immediately prior to the Effective Time, up to an aggregate amount equal to the Maximum
Shares;
	 
	 	(xxxix)	 	“Special Resolution” has the meaning ascribed to such term in the CBCA;
	 
	 	(xl)	 	“Stillwater” means Stillwater Mining Corporation, a corporation existing under the laws of
Delaware;
	 
	 	(xli)	 	“Stillwater Replacement Options” has the meaning given to such term in paragraph 3(a)(v)
hereof;
	 
	 	(xlii)	 	“Stillwater Shares” means the common shares which Stillwater is authorized to issue as
presently constituted;
	 
	 	(xliii)	 	“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder as amended from
time to time.






	 	(b)	 	Interpretation Not Affected by Headings. The headings contained in this Plan of
Arrangement are for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Plan of Arrangement. The terms “this
Plan of Arrangement”, “hereof”,
“herein”, “hereto”,
“hereunder” and similar expressions refer to this Plan of Arrangement and not
to any particular article, section, subsection, paragraph, subparagraph, clause or sub-clause
hereof and include any agreement or instrument supplementary or ancillary hereto.
	 
	 	(c)	 	Date for any Action. If the date on which any action is required to be taken hereunder
is not a Business Day, such action shall be required to be taken on the next succeeding day which
is a Business Day.
	 
	 	(d)	 	Number and Gender. In this Plan of Arrangement, unless the context otherwise requires,
words importing the singular include the plural and vice versa and words importing gender include
all genders and neuter.
	 
	 	(e)	 	References to Persons. A reference to a Person includes any successor to that Person. A
reference to any statute includes all regulations made pursuant to such statute and the
provisions of any statute or regulation which amends, supplements or supersedes any such statute or
regulation.
	 
	 	(f)	 	Currency. Unless otherwise stated in this Plan of Arrangement, all references herein to
amounts of money are expressed in lawful money of Canada.




75.









 











2. ARRANGEMENT AGREEMENT




This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement
Agreement. At the Effective Time, the Arrangement shall be binding upon Stillwater, AcquireCo,
Marathon, Marathon Gold and the Marathon Shareholders.




3. THE ARRANGEMENT





	 	(a)	 	The Arrangement. At the Effective Time, the following shall occur and shall be deemed
to have occurred in the following order without any further act or formality:






	 	(i)	 	The holders of the Marathon Options shall cease to be entitled to receive Marathon Shares upon
the exercise thereof.
	 
	 	(ii)	 	The Marathon Warrants, if outstanding immediately prior to the Effective Time, shall remain
outstanding in accordance with their terms.
	 
	 	(iii)	 	Marathon shall undertake a reorganization of capital within the meaning of section 86 of the
Tax Act as follows, and in the following order:






	 	A.	 	The authorized capital of Marathon will be amended by:






	 	I.	 	re-designating the Marathon Shares as Class B Shares and each certificate representing such an
outstanding Marathon Share shall, as and from the time such re-designation is effective, represent
a Class B Share; and
	 
	 	II.	 	the creation of an unlimited number of Class A Shares;


and the articles of Marathon shall be deemed to be amended accordingly.






	 	B.	 	Each issued Class B Share held by a Dissenting Marathon Shareholder (for greater certainty,
being a Marathon Shareholder who has complied with the Dissent Rights and is ultimately entitled to
be paid for its Class B Shares) will be acquired by AquireCo in consideration for a debt claim
against Stillwater to be paid fair value of such Class B Shares pursuant to the Dissent Procedures.
	 
	 	C.	 	Each issued Class B Share, other than those held by Dissenting Marathon Shareholders, will be
exchanged with Marathon for one Class A Share and 0.50 Marathon Gold Shares.
	 
	 	D.	 	The stated capital of Marathon for the outstanding Class A Shares will be an amount equal to the
stated capital of Marathon for the Class B Shares, less the fair market value of the Marathon Gold
Shares distributed to Marathon Shareholders, other than Dissenting Marathon Shareholders pursuant
to section 4 hereof and the paid-up capital of the Class A Shares of Marathon will be reduced
accordingly.




76.









 












	 	E.	 	The Class B Shares (including the Class B Shares held by Dissenting Marathon Shareholders and
acquired by Stillwater pursuant to paragraph 3(a)(iii)(B) hereof) will be cancelled.






	 	(ii)	 	Each Class A Share (other than Class A Shares held by Stillwater and its Affiliates and the
Dissenting Shareholders) shall be transferred by the holder thereof to AquireCo (free and clear of
any liens, charges or encumbrances of whatsoever nature), and each Former Marathon Shareholder
(other than Stillwater and its Affiliates and the Dissenting Shareholders) shall be entitled to
receive, in exchange therefor and subject to the following provisions of this Section 3, the Cash
Consideration and the Share Consideration;
	 
	 	(iv)	 	Each Marathon Option outstanding immediately prior to the Effective Time, whether vested or
not, shall be exchanged for a fully-vested option granted by
Stillwater (each a “Stillwater
Replacement Option” and collectively the “Stillwater
Replacement Options”) to acquire that number
of Stillwater Shares equal to the product of (A) the number of Marathon Shares subject to the
Marathon Option immediately before the Effective Time and (B) the Exchange Ratio. The exercise
price per Stillwater Share subject to any Stillwater Replacement Option shall be equal to the
quotient of (A) the exercise price per Marathon Share subject to such Marathon Option immediately
before the Effective Time divided by (B) the Exchange Ratio. Except as set out above, the terms of
each Stillwater Replacement Option shall be the same as the Marathon Option exchanged therefor, but
the expiry date shall be the same as if the holder of the Marathon Options had not ceased to be
employed by Marathon.
	 
	 	(v)	 	With respect to each Class A Share:






	 	A.	 	each such Marathon Shareholder, other than Stillwater, shall cease to be the holder of such
Class A Share on the Effective Date and such holder’s name shall be removed from the share register
of Marathon as at the Effective Time; and
	 
	 	B.	 	AcquireCo shall be deemed to be the transferee of such Class A Share (free and clear of any
Encumbrance) on the Effective Date and AcquireCo shall be entered in the share register of Marathon
as the holder thereof as at the Effective Time.






	 	(b)	 	No Fractional Shares. Following the Effective Time, if the aggregate number of
Stillwater Shares or Marathon Gold Shares to which an Marathon Shareholder would otherwise be
entitled, or to which a holder of Stillwater Replacement Options or
the Marathon Warrants is
entitled on exercise or conversion (as the case may be) of Stillwater Replacement Options or the
Marathon Warrants is not a whole number, then the number of Stillwater Shares or Marathon Gold
Shares, as the case may be, shall be rounded down to the next whole number and no compensation will
be paid to the Marathon Shareholder in respect of such fractional Stillwater Share or Marathon Gold
Share, as the case may be.
	 
	 	(c)	 	Fractional Cash Consideration. Any cash consideration owing to a Former Marathon
Shareholder shall be rounded up to the next whole cent.




77.









 












	4.	 	RIGHTS OF DISSENT




Marathon
Shareholders shall be entitled to exercise dissent rights (“Dissent Rights”) with respect
to the Marathon Shares pursuant to and in the manner set forth in section 190 of the CBCA as
modified by the Interim Order and this section 4. Notwithstanding subsection 190(a) of the CBCA,
any Marathon Shareholder seeking to exercise Dissent Rights must deliver to Marathon a written
objection to the Arrangement by 5:00 p.m. (Toronto time) on the Business Day immediately prior to
the date of the Marathon Meeting and must strictly with all other provisions of section 190 of the
CBCA as modified by the Interim Order (the “Dissent
Procedures”).



If the Arrangement is concluded, a Marathon Shareholder who exercises Dissent Rights in strict
compliance with the Dissent Procedures shall be entitled to be paid by Marathon the fair value of
the Marathon Shares held by such Dissenting Marathon Shareholder in respect of which such
Dissenting Marathon Shareholder dissents, determined as provided for in the CBCA, as modified by
the Interim Order and this section 4. Any such Dissenting Marathon Shareholder who exercises
Dissent Rights and who:





	 	(a)	 	is ultimately entitled to be paid fair value for its Marathon Shares shall be deemed to have
transferred its Marathon Shares to Stillwater in consideration for a debt claim against Stillwater
to be paid fair value of such shares pursuant to the Dissent Procedures, and shall not be entitled
to any other payment or consideration, including any payment under the Arrangement had such holders
not exercised their Dissent Rights; or
	 
	 	(b)	 	is for any reason ultimately not entitled to be paid for fair value for its Marathon Shares,
shall be deemed to have participated in the Arrangement as of the Effective Time at the same terms
and at the same time as a non-dissenting Marathon Shareholder and shall be issued only the same
consideration which a Marathon Shareholder is entitled to receive under the Arrangement as if such
Dissenting Marathon Shareholder would not have exercised Dissent Rights.






	 	 	In no case shall Stillwater, AquireCo, Marathon or Marathon Gold be required to recognize
Dissenting Marathon Shareholders or a Dissenting Marathon Shareholder at and after the Effective
Time as a legal or beneficial holder of Marathon Shares for any purpose, and the names of such
Dissenting Marathon Shareholders shall be removed from the share register of Marathon at the
Effective Time.






	5.	 	DELIVERY OF STILLWATER SHARES AND CASH AND MARATHON GOLD SHARES






	 	(a)	 	Deposit. At or prior to the Effective Time:






	 	(i)	 	Marathon shall deposit with the Depositary, for the benefit of the Former Marathon
Shareholders, certificate(s) representing the Marathon Gold Shares;
	 
	 	(ii)	 	AquireCo shall deposit with the Depositary, for the benefit of the Former
Marathon Shareholders, cash in an amount equal to the Maximum Cash; and
	 
	 	(iii)	 	Stillwater shall deposit with the Depositary, for the benefit of the Former Marathon
Shareholders, certificate(s) representing the Maximum Shares.




78.









 












	 	(b)	 	Letter of Transmittal. The Depositary will forward to each Marathon Shareholder, at the address
of such Marathon Shareholder as it appears on the register for Marathon Shares, a Letter of
Transmittal and instructions for obtaining delivery of the certificates representing the Marathon
Gold Shares and the Stillwater Shares allotted and issued to such Marathon Shareholder pursuant to
the Arrangement.
	 
	 	(c)	 	Entitlement to Marathon Gold Certificates and Stillwater Certificates and cash.






	 	(i)	 	Stillwater, AcquireCo and Marathon shall cause the Depositary, as soon as
practicable following the later of the Effective Date and the date of deposit with the Depositary
of a duly completed Letter of Transmittal and the certificates representing the Marathon Shares
or other documentation as provided in the Letter of Transmittal, to:






	 	A.	 	forward or cause to be forwarded by first class mail (postage prepaid) to the Former Marathon
Shareholders at the address specified in the Letter of Transmittal; or
	 
	 	B.	 	if requested by the Former Marathon Shareholders in the Letter of Transmittal, make available at
the Depositary for pick-up by the Former Marathon Shareholders; or
	 
	 	C.	 	if the Letter of Transmittal neither specifies an address nor contains a request as described in
(ii), forward or cause to be forwarded by first class mail (postage prepaid) to the Former Marathon
Shareholders at the address of such Former Marathon Shareholders as shown on the share register
maintained by Marathon as at the Effective Time,






	 	 	 	certificates representing the Marathon Gold Shares issuable to such Former Marathon Shareholders
and a cheque representing the cash payment, if any, payable to such Former Marathon Shareholders
and/or certificates representing the number of Stillwater Shares, if any, issuable to such Former
Marathon Shareholders as determined in accordance with the provisions hereof.






	 	(ii)	 	No Former Marathon Shareholder shall be entitled to receive any consideration with respect to
the Class A Shares other than the cash payment, if any, and certificates representing the
Stillwater Shares, if any, which they are entitled to receive in accordance herewith of this Plan
of Arrangement and, for greater certainty, no Former Marathon Shareholder will be entitled to
receive any interest, dividends, premium or other payment in connection therewith.
	 
	 	(iii)	 	After the Effective Time and until surrendered as contemplated by paragraph 5(c)(i) hereof,
each certificate which immediately prior to the Effective Time represented one or more Marathon
Shares shall be deemed at all times to represent only the right to receive in exchange therefor a
certificate representing the Stillwater Shares and the Marathon Gold Shares and the Cash
Consideration to which the holder of such certificate is entitled to receive in accordance with
paragraph 5(c)(i) hereof.






	 	(d)	 	Lost Certificates. In the event that any certificate which immediately prior to the
Effective Time represented one or more Marathon Shares which were exchanged for




79.









 












	 	 	 	Stillwater Shares and Marathon Gold Shares in accordance with section 3 hereof shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such
certificate to be lost, stolen or destroyed, the Depositary shall
deliver in exchange for such lost,
stolen or destroyed certificate, certificates representing the Stillwater Shares and the Marathon
Gold Shares which such Marathon Shareholder is entitled to receive in accordance with section 3
hereof. When authorizing such delivery of certificates representing the Stillwater Shares and the
Marathon Gold Shares which such Marathon Shareholder is entitled to receive in exchange for such
lost, stolen or destroyed certificate, the Marathon Shareholder to whom certificates representing
such Stillwater Shares and Marathon Gold Shares are to be delivered shall, as a condition precedent
to the delivery of such Stillwater Shares and Marathon Gold Shares, give a bond satisfactory to
Stillwater, AcquireCo, Marathon, Marathon Gold and the Depositary in such amount as Stillwater,
AcquireCo, Marathon, Marathon Gold and the Depositary may direct, or otherwise indemnify
Stillwater, AcquireCo, Marathon, Marathon Gold and the Depositary in a manner satisfactory to
Stillwater, AcquireCo, Marathon, Marathon Gold and the Depositary, against any claim that may be
made against Stillwater, AcquireCo, Marathon, Marathon Gold or the Depositary with respect to the
certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as
may be required by the by-laws of Stillwater, AcquireCo, Marathon and Marathon Gold as the case may
be.
	 
	 	(e)	 	Dividends or other Distributions. No dividends or distributions declared or made after
the Effective Date with respect to Stillwater Shares with a record date after the Effective Date
will be payable or paid to the holder of any unsurrendered certificate or certificates which,
immediately prior to the Effective Date, represented outstanding Marathon Shares unless and until
the holder of such certificate shall have complied with the provisions of this section 5. Subject
to Applicable Law and to section 5 hereof, at the time of such compliance, there shall, in addition
to the delivery of a certificate representing the Stillwater Shares and the Marathon Gold Shares to
which such holder is thereby entitled, be delivered to such holder, without interest, the amount of
the dividend or other distribution with a record date after the Effective Time theretofore paid
with respect such Stillwater Shares and Marathon Gold Shares.
	 
	 	(f)	 	Termination of Rights. Any certificate formerly representing Marathon Shares that is
not deposited, with all other documents as provided in this section 5 on or before the sixth
anniversary of the Effective Date, shall cease to represent any claim or interest of any kind or
nature (including, without limitation dividends or distributions set out in section 5(d) hereof)
against Stillwater, AcquireCo, Marathon, Marathon Gold or the Depositary.
	 
	 	(g)	 	Withholding Rights. Stillwater, AcquireCo, Marathon, Marathon Gold and the Depositary
shall be entitled to deduct and withhold from all dividends or other distributions otherwise
payable to any Marathon Shareholder such amounts as Stillwater, Marathon, Marathon Gold or the
Depositary is required or permitted to deduct and withhold with respect to such payment under the
Tax Act, the United States Internal Revenue Code of 1986 or any provision of any applicable
federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that
amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Marathon
Shareholder in respect of which such deduction and withholding was made, provided that such
withheld amounts are actually remitted to the appropriate taxing authority.




80.









 












	6.	 	AMENDMENT






	 	(a)	 	Amendment.






	 	(i)	 	Stillwater, AcquireCo, Marathon and Marathon Gold reserve the right to amend, modify and/or
supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date,
provided that any amendment, modification or supplement must be approved by Stillwater and Marathon
in a written document which is filed with the Court and, if made following the Marathon Meeting,
then approved by the Court, and communicated to the Marathon Shareholders in the manner required by
the Court (if so required).
	 
	 	(ii)	 	Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by
Marathon and Stillwater, may be made at any time prior to or at the Marathon Meeting, with or
without any other prior notice or communication and, if so proposed and accepted by Persons voting
at the Marathon Meeting (other than as may be required under the Interim Order) shall become part
of this Plan of Arrangement for all purposes.
	 
	 	(iii)	 	Any amendment, modification or supplement to this Plan of Arrangement that is approved or
directed by the Court following the Marathon Meeting will be effective only if it is consented to
by Marathon and Stillwater and, if required by the Court, by the Marathon Shareholders.
	 
	 	(iv)	 	Notwithstanding the foregoing provisions of this section 6, no amendment, modification or
supplement of this Plan of Arrangement may be made prior to the Effective Time except in accordance
with the terms of the Arrangement Agreement.




81.









 











SCHEDULE
B




STILLWATER SUBSIDIARY



	 	 	 	 	 	 	 	 	 
	Company	 	Jurisdiction	 	 	Percentage (%)	 
	Stillwater Metals Company
	 	Montana	 	 	100	 






 









 






SCHEDULE
C




MARATHON SUBSIDIARIES



	 	 	 	 	 	 	 	 	 
	Company	 	Jurisdiction	 	 	Percentage (%)	 
	Marathon Gold Corporation
	 	Canada	 	 	100	 
	 
	 	 	 	 	 	 	 	 
	Discovery PGM Exploration Ltd.
	 	British Columbia	 	 	100	 







 











 





SCHEDULE D




ACQUIRED PROPERTIES



Acquired Properties are comprised of the following




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Lease	 	Claim	 	Township	 	Recorded	 	Expire / Assess. Date	 	Hectares	 	 	Total Reserve	 
	Marathon,
	 	106736	 	G4040128	 	Pic	 	0l-Jun-93	 	31-May-14	 	 	71.7	 	 	$	522,333.00	 
	Ontario
	 	106737	 	 	 	Pic	 	0l-Jun-93	 	31-May-14	 	 	19.39	 	 	 	 	 
	 
	 	107112	 	G4040009	 	Seeley Lk	 	0l-Nov-97	 	31-Oct-18	 	 	1110.55	 	 	$	4,429,365.00	 
	 
	 	107323	 	 	 	Seeley Lk	 	01-Aug-00	 	31-Jul-21	 	 	65.39	 	 	 	 	 
	 
	 	107094	 	G4040129	 	Seeley Lk	 	0l-Mar-97	 	28-Feb-18	 	 	216.74	 	 	$	1,849,388.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Subtotal	 	 	1,483.77	 	 	$	6,801,086.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	4208437	 	McCoy	 	28-Sep-07	 	11-Apr-11	 	 	160	 	 	 	 	 
	 
	 	 	 	3012177	 	O’Neill	 	26-May-04	 	26-May-12	 	 	96	 	 	 	 	 
	 
	 	 	 	3015164	 	O’Neill	 	24-Aug-06	 	24-Aug-12	 	 	64	 	 	 	 	 
	 
	 	 	 	3015168	 	O’Neill	 	13-Oct-06	 	13-Oct-13	 	 	80	 	 	 	 	 
	 
	 	 	 	1247007	 	Pic	 	21-Sep-00	 	17-Jan-12	 	 	128	 	 	 	 	 
	 
	 	 	 	1247010	 	Pic	 	21-Sep-00	 	17-Jan-12	 	 	192	 	 	$	2,417.00	 
	 
	 	 	 	1247011	 	Pic	 	21-Sep-00	 	17-Jan-12	 	 	192	 	 	$	41.00	 
	 
	 	 	 	3006862	 	Pic	 	13-Apr-04	 	13-Apr-11	 	 	240	 	 	 	 	 
	 
	 	 	 	3012173	 	Pic	 	31-Mar-04	 	31-Mar-11	 	 	176	 	 	 	 	 
	 
	 	 	 	3015160	 	Pic	 	14-Jul-05	 	14-Jul-11	 	 	176	 	 	 	 	 
	 
	 	 	 	3015161	 	Pic	 	14-Jul-05	 	14-Jul-12	 	 	128	 	 	 	 	 
	 
	 	 	 	3015162	 	Pic	 	14-Jul-05	 	14-Jul-11	 	 	240	 	 	 	 	 
	 
	 	 	 	3015167	 	Pic	 	13-Oct-06	 	13-Oct-12	 	 	32	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Lease	 	Claim	 	Township	 	Recorded	 	Expire / Assess. Date	 	Hectares	 	 	Total Reserve	 
	 
	 	 	 	3015208	 	Pic	 	23-Mar-06	 	23-Mar-12	 	 	128	 	 	 	 	 
	 
	 	 	 	1205330	 	Seeley Lk	 	15-Nov-00	 	15-Nov-12	 	 	32	 	 	 	 	 
	 
	 	 	 	1240016	 	Seeley Lk	 	11-Apr-00	 	11-Apr-15	 	 	112	 	 	 	 	 
	 
	 	 	 	1245837	 	Seeley Lk	 	02-Mar-01	 	02-Mar-11	 	 	32	 	 	 	 	 
	 
	 	 	 	1245838	 	Seeley Lk	 	02-Mar-01	 	02-Mar-13	 	 	224	 	 	 	 	 
	 
	 	 	 	1246695	 	Seeley Lk	 	30-Mar-01	 	30-Mar-11	 	 	224	 	 	 	 	 
	 
	 	 	 	3014935	 	Seeley Lk	 	26-Oct-05	 	26-Oct-12	 	 	192	 	 	 	 	 
	 
	 	 	 	3015140	 	Seeley Lk	 	25-Jul-07	 	25-Jul-14	 	 	16	 	 	 	 	 
	 
	 	 	 	3015141	 	Seeley Lk	 	25-Jul-07	 	25-Jul-14	 	 	16	 	 	 	 	 
	 
	 	 	 	3015163	 	Seeley Lk	 	24-Aug-06	 	24-Aug-12	 	 	80	 	 	 	 	 
	 
	 	 	 	3015165	 	Seeley Lk	 	24-Aug-06	 	24-Aug-12	 	 	64	 	 	 	 	 
	 
	 	 	 	3015166	 	Seeley Lk	 	24-Aug-06	 	24-Aug-12	 	 	48	 	 	 	 	 
	 
	 	 	 	3019790	 	Seeley Lk	 	03-May-04	 	03-May-11	 	 	192	 	 	 	 	 
	 
	 	 	 	3019958	 	Seeley Lk	 	10-Nov-04	 	10-Nov-11	 	 	224	 	 	 	 	 
	 
	 	 	 	3019959	 	Seeley Lk	 	10-Nov-04	 	10-Nov-11	 	 	208	 	 	 	 	 
	 
	 	 	 	4204047	 	Seeley Lk	 	10-Feb-05	 	10-Feb-12	 	 	112	 	 	 	 	 
	 
	 	 	 	4204048	 	Seeley Lk	 	10-Feb-05	 	10-Feb-11	 	 	64	 	 	 	 	 
	 
	 	 	 	4204049	 	Seeley Lk	 	10-Feb-05	 	10-Feb-11	 	 	160	 	 	 	 	 
	 
	 	 	 	4208442	 	Seeley Lk	 	06-Feb-07	 	06-Feb-11	 	 	224	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Subtotal	 	 	4,256	 	 	$	2,458.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	TOTAL	 	 	5,739.77	 	 	$	6,803,544.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Lease	 	 	Claim	 	 	Township	 	 	Recorded	 	 	Expire / Assess. Date	 	 	Hectares	 	 	Total Reserve	 
	Coubran Lake,
	 	 	 	 	 	 	3015131	 	 	Seeley Lk	 	01-Mar-07	 	01-Mar-11	 	 	240	 	 	$	3,751.00	 






85.









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Lease	 	 	Claim	 	 	Township	 	 	Recorded	 	 	Expire / Assess. Date	 	 	Hectares	 	 	Total Reserve	 
	Ontario
	 	 	 	 	 	 	3015132	 	 	Seeley Lk	 	01-Mar-07	 	01-Mar-11	 	 	256	 	 	$	6,890.00	 
	 
	 	 	 	 	 	 	3015133	 	 	Seeley Lk	 	01-Mar-07	 	01-Mar-11	 	 	256	 	 	$	913.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TOTAL	 	 	752	 	 	$	11,554.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Lease	 	Claim	 	 	Township	 	Recorded	 	Expire / Assess. Date	 	Hectares	 	 	Total Reserve	 
	Geordie Lake,
	 	 	 	 	1184283	 	 	Seeley Lk	 	31-Jul-95	 	31-Jul-12	 	 	96	 	 	$	335,118.00	 
	Ontario
	 	 	 	 	1184297	 	 	Seeley Lk	 	14-Jun-95	 	14-Jun-12	 	 	64	 	 	$	51,051.00	 
	 
	 	 	 	 	1209682	 	 	Seeley Lk	 	21-Aug-95	 	21-Aug-12	 	 	192	 	 	$	41,005.00	 
	 
	 	 	 	 	1209683	 	 	Seeley Lk	 	21-Aug-95	 	21-Aug-11	 	 	192	 	 	$	28,472.00	 
	 
	 	 	 	 	1209684	 	 	Seeley Lk	 	21-Aug-95	 	21-Aug-12	 	 	240	 	 	 	 	 
	 
	 	 	 	 	1237697	 	 	Seeley Lk	 	06-Aug-99	 	06-Aug-12	 	 	256	 	 	 	 	 
	 
	 	 	 	 	1237698	 	 	Seeley Lk	 	06-Aug-99	 	06-Aug-11	 	 	240	 	 	 	 	 
	 
	 	 	 	 	1237699	 	 	Seeley Lk	 	16-Aug-99	 	16-Aug-12	 	 	240	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	TOTAL	 	 	1520	 	 	$	455,646.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Claim Name	 	Number	 	NTS Area	 	Recorded	 	Expire / Assess. Date	 	Hectares	 	Total Reserve
	Bird
River Sill,

	 	TARA 24
	 	MB7779
	 	52L05NE/52L06NW
	 	2007/11/16
	 	2012/01/15
	 	 	216	 	 	$	—	 
	Manitoba

	 	TARA 25
	 	MB8175
	 	52L05NE/52L06NW
	 	2007/11/16
	 	2012/01/15
	 	 	222	 	 	$	—	 
	 

	 	TARA 6
	 	MB5832
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	128	 	 	$	—	 
	 

	 	TARA 26
	 	MB8176
	 	52L05NE/52L06NW
	 	2007/12/20
	 	2012/02/18
	 	 	256	 	 	$	—	 
	 

	 	TARA 18
	 	MB5833
	 	52L05NE/52L06NW
	 	2005/02/22
	 	2012/04/22
	 	 	256	 	 	$	—	 
	 

	 	TARA 17
	 	MB5838
	 	52L05NE/52L06NW
	 	2005/02/22
	 	2012/04/22
	 	 	188	 	 	$	—	 
	 

	 	TARA 16
	 	MB5867
	 	52L05NE/52L06NW
	 	2005/02/22
	 	2012/04/22
	 	 	192	 	 	$	—	 






86.









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Claim Name	 	Number	 	NTS Area	 	Recorded	 	Expire / Assess. Date	 	Hectares	 	Total Reserve
	 

	 	TARA 14
	 	MB5872
	 	52L05NE/52L06NW
	 	2005/02/22
	 	2012/04/22
	 	 	192	 	 	$	—	 
	 

	 	PLAT 3
	 	MB5044
	 	52L05NE/52L06NW
	 	2005/03/21
	 	2012/05/20
	 	 	64	 	 	$	—	 
	 

	 	PLAT 8
	 	MB5909
	 	52L05NE/52L06NW
	 	2005/03/21
	 	2012/05/20
	 	 	256	 	 	$	—	 
	 

	 	TARA 21
	 	MB5868
	 	52L05NE/52L06NW
	 	2005/03/23
	 	2012/05/22
	 	 	67	 	 	$	242.50	 
	 

	 	PLAT 4
	 	MB5910
	 	52L05NE/52L06NW
	 	2005/03/29
	 	2012/05/28
	 	 	192	 	 	$	—	 
	 

	 	PLAT 1
	 	MB5042
	 	52L05NE/52L06NW
	 	2004/04/19
	 	2012/06/18
	 	 	256	 	 	$	126,930.37	 
	 

	 	PLAT 2
	 	MB5043
	 	52L05NE/52L06NW
	 	2004/04/19
	 	2012/06/18
	 	 	256	 	 	$	—	 
	 

	 	TARA 23
	 	MB7777
	 	52L05NE/52L06NW
	 	2007/08/14
	 	2012/10/13
	 	 	168	 	 	$	—	 
	 

	 	TARA 22
	 	MB7778
	 	52L05NE/52L06NW
	 	2007/08/14
	 	2012/10/13
	 	 	96	 	 	$	—	 
	 

	 	BEAR 1
	 	MB1275
	 	52L05NE/52L06NW
	 	2001/11/26
	 	2012/01/25
	 	 	32	 	 	$	45,443.36	 
	 

	 	TIE33
	 	MB2036
	 	52L05NE/52L06NW
	 	1999/11/29
	 	2012/01/28
	 	 	240	 	 	$	10,217.00	 
	 

	 	SMELTER 10
	 	W10476
	 	52L05NE/52L06NW
	 	1941/12/22
	 	2012/02/20
	 	 	10	 	 	$	3,062.41	 
	 

	 	BUHR
	 	W8683
	 	52L05NE/52L06NW
	 	1937/12/23
	 	2012/02/21
	 	 	20	 	 	$	-43,425.81	 
	 

	 	PAGE
	 	W8691
	 	52L05NE/52L06NW
	 	1937/12/31
	 	2012/02/29
	 	 	20	 	 	$	25,199.41	 
	 

	 	PAGE 1
	 	W8692
	 	52L05NE/52L06NW
	 	1937/12/31
	 	2012/02/29
	 	 	26	 	 	$	174,836.76	 
	 

	 	LOTUS F
	 	MB5869
	 	52L05NE/52L06NW
	 	2005/02/22
	 	2012/04/22
	 	 	1	 	 	$	157.50	 
	 

	 	TARA 20
	 	MB5873
	 	52L05NE/52L06NW
	 	2005/02/22
	 	2012/04/22
	 	 	94	 	 	$	2,899.00	 
	 

	 	TARA 12
	 	MB5874
	 	52L05NE/52L06NW
	 	2005/02/22
	 	2012/04/22
	 	 	100	 	 	$	—	 
	 

	 	TARA 13
	 	MB5875
	 	52L05NE/52L06NW
	 	2005/02/22
	 	2012/04/22
	 	 	100	 	 	$	—	 
	 

	 	PAGE 54879
	 	W54879
	 	52L05NE/52L06NW
	 	1997/02/28
	 	2012/04/28
	 	 	134	 	 	$	4,617.86	 
	 

	 	PAGE 54880
	 	W54880
	 	52L05NE/52L06NW
	 	1997/02/28
	 	2012/04/28
	 	 	12	 	 	$	18,920.09	 
	 

	 	TIE 42
	 	MB3371
	 	52L05NE/52L06NW
	 	2002/03/05
	 	2012/05/04
	 	 	224	 	 	$	59,106.00	 
	 

	 	ORE FAULT NO. 20
	 	W41378
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	8,539.90	 
	 

	 	ORE FAULT NO. 21
	 	W41379
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	13,321.15	 






87.









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Claim Name	 	Number	 	NTS Area	 	Recorded	 	Expire / Assess. Date	 	Hectares	 	Total Reserve
	 

	 	ORE FAULT NO. 22
	 	W41380
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	3,758.65	 
	 

	 	ORE FAULT NO. 23
	 	W41381
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	3,758.65	 
	 

	 	ORE FAULT NO. 24
	 	W41382
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	13,321.15	 
	 

	 	ORE FAULT NO. 25
	 	W41383
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	13,321.15	 
	 

	 	ORE FAULT NO. 26
	 	W41384
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	3,758.65	 
	 

	 	ORE FAULT NO. 27
	 	W41385
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	405,009.94	 
	 

	 	ORE FAULT NO. 28
	 	W41386
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	15	 	 	$	2,375.78	 
	 

	 	ORE FAULT NO. 29
	 	W41387
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	15	 	 	$	2,375.78	 
	 

	 	ORE FAULT NO. 30
	 	W41388
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	1,775.78	 
	 

	 	ORE FAULT NO. 31
	 	W41389
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	25	 	 	$	1,375.78	 
	 

	 	ORE FAULT NO. 32
	 	W41390
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	2,987.48	 
	 

	 	ORE FAULT NO. 33
	 	W41391
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	3,758.65	 
	 

	 	ORE FAULT NO. 34
	 	W41392
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	21	 	 	$	3,758.65	 
	 

	 	ORE FAULT NO. 35
	 	W41393
	 	52L05NE/52L06NW
	 	1968/03/12
	 	2012/05/11
	 	 	15	 	 	$	356.28	 
	 

	 	TARA 19
	 	MB5871
	 	52L05NE/52L06NW
	 	2005/03/16
	 	2012/05/15
	 	 	90	 	 	$	—	 
	 

	 	PAGE FR
	 	MB5876
	 	52L05NE/52L06NW
	 	2005/03/16
	 	2012/05/15
	 	 	2	 	 	$	111.00	 
	 

	 	TIE 16
	 	W53725
	 	52L05NE/52L06NW
	 	1995/03/23
	 	2012/05/22
	 	 	232	 	 	$	84,574.98	 
	 

	 	TIE 13 FR
	 	W53728
	 	52L05NE/52L06NW
	 	1995/03/23
	 	2012/05/22
	 	 	9	 	 	$	—	 






88.









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Claim Name	 	Number	 	NTS Area	 	Recorded	 	Expire / Assess. Date	 	Hectares	 	Total Reserve
	 

	 	TIE 43
	 	MB1276
	 	52L05NE/52L06NW
	 	2003/04/03
	 	2012/06/02
	 	 	160	 	 	$	—	 
	 

	 	TIE 44
	 	MB1277
	 	52L05NE/52L06NW
	 	2003/04/03
	 	2012/06/02
	 	 	160	 	 	$	—	 
	 

	 	LOTUS 2
	 	W52086
	 	52L05NE/52L06NW
	 	1987/05/11
	 	2012/07/10
	 	 	6	 	 	$	2,858.58	 
	 

	 	LOTUS
	 	W52087
	 	52L05NE/52L06NW
	 	1987/05/11
	 	2012/07/10
	 	 	39	 	 	$	—	 
	 

	 	PAGE 2154 F
	 	MB2154
	 	52L05NE/52L06NW
	 	2000/05/30
	 	2012/07/29
	 	 	14	 	 	$	3,671.90	 
	 

	 	FROG 1
	 	MB1283
	 	52L05NE/52L06NW
	 	2003/06/03
	 	2012/08/02
	 	 	32	 	 	$	3,552.19	 
	 

	 	PAGE 1413
	 	MB1413
	 	52L05NE/52L06NW
	 	1997/06/12
	 	2012/08/11
	 	 	85	 	 	$	88,712.97	 
	 

	 	TIE 98
	 	W53359
	 	52L05NE/52L06NW
	 	1998/07/08
	 	2012/09/06
	 	 	80	 	 	$	—	 
	 

	 	TIE 20
	 	W53774
	 	52L05NE/52L06NW
	 	1995/07/18
	 	2012/09/16
	 	 	16	 	 	$	—	 
	 

	 	TIE 30
	 	MB1857
	 	52L05NE/52L06NW
	 	1998/07/28
	 	2012/09/26
	 	 	32	 	 	$	115,069.75	 
	 

	 	TIE 34
	 	MB2858
	 	52L05NE/52L06NW
	 	2000/07/31
	 	2012/09/29
	 	 	23	 	 	$	130,567.37	 
	 

	 	LOTUS 4
	 	W53613
	 	52L05NE/52L06NW
	 	1994/08/09
	 	2012/10/08
	 	 	79	 	 	$	—	 
	 

	 	TIE 31
	 	MB2066
	 	52L05NE/52L06NW
	 	1999/08/10
	 	2012/10/09
	 	 	186	 	 	$	117,135.60	 
	 

	 	TIE 45
	 	MB5911
	 	52L05NE/52L06NW
	 	2007/08/14
	 	2012/10/13
	 	 	188	 	 	$	—	 
	 

	 	TARA 21
	 	MB7780
	 	52L05NE/52L06NW
	 	2007/08/14
	 	2012/10/13
	 	 	106	 	 	$	—	 
	 

	 	TARA 14
	 	MB7781
	 	52L05NE/52L06NW
	 	2007/08/14
	 	2012/10/13
	 	 	50	 	 	$	—	 
	 

	 	BASE 3
	 	W10928
	 	52L05NE/52L06NW
	 	1942/10/14
	 	2012/12/13
	 	 	22	 	 	$	2,841.50	 
	 

	 	TIE 21 FR
	 	W53804
	 	52L05NE/52L06NW
	 	1995/10/24
	 	2012/12/23
	 	 	10	 	 	$	—	 
	 

	 	TIE
	 	W53320
	 	52L05NE/52L06NW
	 	1992/07/03
	 	2014/09/01
	 	 	128	 	 	$	3,436.48	 
	 

	 	TARA 1
	 	MB5827
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	256	 	 	$	2,075.00	 
	 

	 	TARA 2
	 	MB5828
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	256	 	 	$	—	 
	 

	 	TARA 3
	 	MB5829
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	256	 	 	$	—	 
	 

	 	TARA 4
	 	MB5830
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	256	 	 	$	—	 
	 

	 	TARA 5
	 	MB5831
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	112	 	 	$	—	 
	 

	 	TARA 8
	 	MB5834
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	64	 	 	$	600.00	 






89.









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Claim Name	 	Number	 	NTS Area	 	Recorded	 	Expire / Assess. Date	 	Hectares	 	Total Reserve
	 

	 	TARA 9
	 	MB5835
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	224	 	 	$	—	 
	 

	 	TARA 10
	 	MB5836
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	256	 	 	$	—	 
	 

	 	TARA 11
	 	MB5837
	 	52L05NE/52L06NW
	 	2004/11/26
	 	2012/01/25
	 	 	256	 	 	$	—	 
	 

	 	UFO
	 	MB1852
	 	52L05NE/52L06NW
	 	2001/02/19
	 	2012/04/19
	 	 	159	 	 	$	—	 
	 

	 	TARA FR
	 	MB8561
	 	52L05NE/52L06NW
	 	2008/04/18
	 	2012/06/17
	 	 	7	 	 	$	—	 
	 

	 	TARA 19
	 	MB8562
	 	52L05NE/52L06NW
	 	2008/04/18
	 	2012/06/17
	 	 	171	 	 	$	—	 
	 

	 	PLAT 5
	 	MB5584
	 	52L05NE/52L06NW
	 	2004/04/29
	 	2012/06/28
	 	 	256	 	 	$	—	 
	 

	 	PLAT 6
	 	MB5586
	 	52L05NE/52L06NW
	 	2004/05/05
	 	2012/07/04
	 	 	256	 	 	$	—	 
	 

	 	GALAXY
	 	MB1851
	 	52L05NE/52L06NW
	 	1999/05/11
	 	2012/07/10
	 	 	128	 	 	$	136,144.82	 
	 

	 	QUASAR
	 	W53653
	 	52L05NE/52L06NW
	 	2002/05/16
	 	2012/07/15
	 	 	144	 	 	$	7,706.19	 
	 

	 	PLAT 7
	 	MB5585
	 	52L05NE/52L06NW
	 	2004/05/25
	 	2012/07/24
	 	 	81	 	 	$	—	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	TOTAL
	 	 	9227	 	 	$	1,697,669.82	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Freehold Properties




Real Property Owned by or Real Property Interest of Marathon PGM
Corporation:




Non-Mineral Properties



Parcel 24310, Section TBF; Pt Lot 20 Con 10, PIC, Pt 18 Plan 55R5740, Marathon — PIN:
62448 — 0486 (LT) (Referred to as 92 McKenzie Street, Marathon, ON)



Parcel 23125 Part of Lot 20, Concession 10, PIC designated as Part 9 on Reference
Plan 55R-5740, Section TBF, Township of Marathon, Land Titles Division of Thunder Bay
(No. 55) PIN 62448-0539 (LT) (Referred to as Peninsula Road 55, Marathon, ON)



Parcel 20922 SEC TBF: PT MINING CLAIM TB 7226 PIC, PT 16 55R5144; Marathon, District
of Thunder Bay PIN 62448-0521 (Referred to as 90 Peninsula Road, Marathon, ON)



PCL 129-1, Sec 55M467, Lot 129, Plan 55M467, PIC S/T LT196888 The Corporation of the
Town of Marathon, District of Thunder Bay, PIN 62448-0337(LT) (Referred to as 10
Laverendrye Crescent, Marathon, ON).



SE 1⁄4 26-15-11 EPM, Lac du Bonnet, Manitoba (Referred to by Marathon as Highway 313
Commercial Property)




90.









 










Mineral Leases



PIN 62448-1822 (LT) (Leasehold) Parcel 2177 Section TBL; Mining Claim TB 104122 PIC composed of
land and land under the waters of Pt of Three Finger Lake, a small unnamed pond, parts of two small
unnamed ponds and parts of two small unnamed lakes MRO as in 56R729; District of Thunder Bay



PIN 62448-1781 (LT) (Leasehold) — Parcel 2178 Section TBL; Firstly: Mining Claim TB104118 PIC
composed of land and land under the waters of part of a small unnamed lake within the limits of the
said Mining Claim; Secondly: Mining Claim TB 104119 PIC; Thirdly: Mining Claim TB 104120 PIC saving
and excepting thereout and therefrom the SRO on and over the ROW of the power transmission line of
the Hydro-Electric Power Commission of Ontario crossing the said lands; Fourthly: Mining Claim TB
104121 PIC composed of land and lands under the waters of part of two small unnamed lakes within
the limits of the said mining claim as in LT96337; saving and excepting thereout and therefrom the
SRO on and over the ROW of the power transmission line of the Hydro-Electric Power Commission of
Ontario crossing the said lands; Marathon



PIN 62503-0652 (LT) (Leasehold) Parcel 2664, Section TBL, the mines, ores, minerals and mining
rights only in, upon and under; mining claim TB112788 unsurveyed territory; mining claim TB112789
unsurveyed territory; mining claim TB 112787 unsurveyed territory, Part 1, 2 &3, 55R3741; District
of Thunder Bay



PIN 62503-0650 (LT) (Leasehold) PCL 2452 SEC TBL; FIRSTLY MINING CLAIM TB101583

 UNSURVEYED TERRITORY PT 1, 55R1953; SECONDLY MINING CLAIM TB103657 

UNSURVEYED TERRITORY PT 2, 55R1953; THIRDLY
MINING CLAIM TB101581 

UNSURVEYED TERRITORY PT 3, 55R1953, FOURTHLY MINING CLAIM TB101580 

UNSURVEYED
TERRITORY PT 4, 55R1953, FIFTHLY MINING CLAIM TB106983 

UNSURVEYED TERRITORY PT 5, 55R1953; SIXTHLY
MINING CLAIM TB101578 

UNSURVEYED TERRITORY PT 6, 55R1953, SEVENTHLY MINING CLAIM TB101579


UNSURVEYED TERRITORY PT 7, 5551953; EIGHTHLY MINING CLAIM TB 107641 

UNSURVEYED TERRITORY PT 8,
55R1953, NINTHLY MINING CLAIM TB101224 

UNSURVEYED TERRITORY PT 9, 55R1953; TENTHLY MINING CLAIM
TB101225 

UNSURVEYED TERRITORY PT 10, 55R1953, ELEVENTHLY MINING CLAIM TB103575 

UNSURVEYED TERRITORY
PT 11, 55R1953; TWELFTHLY MINING CLAIM TB103574 

UNSURVEYED TERRITORY PT 12, 55R1953, THIRTEENTHLY
MINING CLAIM TB103573 

UNSURVEYED TERRITORY PT 13, 55R1953; FOURTEENTHLY MINING CLAM TB103572


UNSURVEYED TERRITORY PT 14, 55R1953; FIFTEENTHLY MINING CLAIM TB103583 

UNSURVEYED TERRITORY PT 15,
55R1953; SIXTEENTHLY MINING CLAIM TB103584 
UNSURVEYED TERRITORY PT 16, 55R1953; MINING RIGHTS ONLY;
DISTRICT OF THUNDER BAY



PIN 62450-0010 (LT) (Leasehold) Parcel 2492, Section TBL — see copy of Parcel 2492 attached hereto
as Exhibit “A”





91.










 








Exhibit “A”

















 










	PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER




	Ontario Ministry of Government services            LAND REGISTRY OFFICE 159 PAGE 1 OF 2 PREPARED FOR
SUBJECT TO RESERVATIONS IN CROWN GRANT            ON 2008/04/16 AT 09:08:16




	PROPERTY DESCRIPTION:




	PROPERTY REMARKS:




	ESTATE/QUALIFIER: RECENTLY: PIN CREATION DATE:
LEASEHOLD            FIRST CONVERSION FROM BOOK 2004/09/27
ABSOLUTE




	NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES. IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY.
NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEN ALL UP.





 









 










	PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER




	Ontario Ministry of Government services            LAND REGISTRY OFFICE 159 PAGE 2 OF 2 PREPARED FOR
SUBJECT TO RESERVATIONS IN CROWN GRANT            ON 2008/04/16 AT 09:08:16




	NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES. IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY.
NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEN ALL UP.






 











 





SCHEDULE E




MARATHON GOLD ASSETS AND MARATHON GOLD PROPERTIES




The Marathon Gold Assets are as follows:




	 	 	 	 	 	 	 
	ASSET	 	SERIAL NUMBER	 	MODEL NUMBER	 	LICENSE PLATE#
	2004 GREY 3/4 TON

CHEV. SILVERADO

	 	1GCHK29U34E174460
	 	SILVERADO
	 	6328RS
	 
	 	 	 	 	 	 
	2009 Red 3/4 TON

GMC SIERRA

	 	1GTHK49K39E102420
	 	SIERRA
	 	NA
	 
	 	 	 	 	 	 
	2004 DARK GREY 

1/2 TON CHEVY 

SILVERADO

	 	2GCEK19V941352489
	 	SILVERADO
	 	4625VZ
	 
	 	 	 	 	 	 
	2006 HONDA QUAD- 

RUNNER (GREEN)

	 	1HFTE252064501188
	 	TRX 350 FM
	 	72 LAO
	 
	 	 	 	 	 	 
	2008 TUNDRA 

SKIDOO

	 	2BPSGA8B18V000193
	 	TUNDRA II
	 	REG#981705 

(STICKER# 

1908120Z-2008)
	 
	 	 	 	 	 	 
	2 seats of GoCad 

Software
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	5 seats of MapInfo 

Software
	 	 	 	 	 	 





Office lease and contents of office at 330 Bay Street, Suite 1505, Toronto, Ontario including all
investor relations contracts and contracts for services and utilities relating to such office but
not including all records, documents and contracts relating to the Acquired Properties.




The Marathon Gold Properties are as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project Name	 	Licence Holder	 	Licence	 	Area / NTS	 	# Claims	 	# of Ha
	Valentine Lake,

	 	MOA(30%)RMI(70%)
	 	010899M
	 	12A/06 & 12A/07
	 	 	246	 	 	 	6150	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Newfoundland

	 	MOA(30%)RMI(70%)
	 	010943M
	 	12A/06 & 12A/08
	 	 	256	 	 	 	6400	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	RMI(100%)
	 	013809M
	 	12A/06 & 12A/09
	 	 	18	 	 	 	450	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	RMI(100%)
	 	013810M
	 	12A/06 & 12A/10
	 	 	19	 	 	 	475	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project Name	 	Licence Holder	 	Licence	 	Area / NTS	 	# Claims	 	# of Ha
	 

	 	MPGM
	 	017230M
	 	12A/06 & 12A/11
	 	 	256	 	 	 	6400	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	017231M
	 	12A/06 & 12A/12
	 	 	2	 	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	TOTAL 
	 	 	797	 	 	 	19,925	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Dorset

	 	MPGM
	 	016584M*
	 	12H/16 

(Flatwater Pond)
	 	 	74	 	 	 	1850	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	015761M
	 	12H/16 

(Flatwater Pond)
	 	 	30	 	 	 	750	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	016902M
	 	12H/16 

(Flatwater Pond)
	 	 	19	 	 	 	475	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	TOTAL 
	 	 	123	 	 	 	3075	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Finger Pond

	 	MPGM
	 	017492M
	 	12A/04, 12B/01,

11P/13, 11O/16
	 	 	256	 	 	 	6400	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	017860M
	 	12A/04, 12B/01,

11P/13, 11O/17
	 	 	256	 	 	 	6400	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	017861M
	 	12A/04, 12B/01,

11P/13, 11O/18
	 	 	212	 	 	 	5300	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	017862M
	 	12A/04, 12B/01,

11P/13, 11O/19
	 	 	50	 	 	 	1250	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	TOTAL 
	 	 	774	 	 	 	19350	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Steel 

Mountain

	 	MPGM
	 	011126M
	 	12B/08 (Main Gut)
	 	 	6	 	 	 	150	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Complex,

	 	MPGM
	 	011238M
	 	12B/08 (Main Gut)
	 	 	14	 	 	 	350	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Newfoundland

	 	MPGM
	 	013365M
	 	12B/08 (Main Gut)
	 	 	30	 	 	 	750	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	013364M
	 	12B/08 (Main Gut)
	 	 	30	 	 	 	750	 






96.









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 

	 	MPGM
	 	013544M
	 	12B/08 (Main Gut)
	 	 	25	 	 	 	625	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	013545M
	 	12B/08 (Main Gut)
	 	 	5	 	 	 	125	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	013557M
	 	12B/08 (Main Gut)
	 	 	23	 	 	 	575	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	013558M
	 	12B/08 (Main Gut)
	 	 	14	 	 	 	350	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	013774M
	 	12B/08 (Main Gut)
	 	 	57	 	 	 	1425	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	013972M
	 	12B/08 (Main Gut)
	 	 	35	 	 	 	875	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	MPGM
	 	015877M
	 	12B/08 (Main Gut)
	 	 	65	 	 	 	1625	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	TOTAL 
	 	 	304	 	 	 	26,675	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Project	 	Crown Grant	 	Claim	 	 	 	 	 	 	 	District	 	Parcel
	Name	 	holder	 	Number	 	District	 	# Claims	 	Lot	 	Identifier
	Molly B,

	 	MPGM
	 	 	545106	 	 	Cassiar
	 	 	1	 	 	 	4498	 	 	015-583-121
	Stewart, B.C.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






97.









 






SCHEDULE F 




DIRECTORS AND OFFICERS OF MARATHON


The following are all of the directors and officers of Marathon:





	 	(a)	 	Robert Page Chilcott, Director
	 
	 	(b)	 	James D. Frank, Non-Executive Chairman and Director
	 
	 	(c)	 	George D. Faught, Director
	 
	 	(d)	 	Joseph G. Spiteri, Director
	 
	 	(e)	 	Phillip C. Walford, President, Chief Executive Officer and Director
	 
	 	(f)	 	James Kirke, Vice-President, Finance, Chief Financial Officer,
Treasurer and Secretary
	 
	 	(g)	 	David J. Good, Vice-President of Exploration
	 
	 	(h)	 	Raymond J. Mason, Vice-President of Operations






98.