BRIGUS GOLD CORP.



ANNUAL INFORMATION FORM



FOR THE YEAR ENDED
DECEMBER 31, 2011



DATED MARCH 28, 2012











TABLE OF CONTENTS



|preliminary notes                                                                                       | 1 
|------------------------------------------------------------------------------------------------------- | --
|financial statements                                                                                    | 1 
|currency                                                                                                | 1 
|CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION                                                     | 1 
|CAUTIONARY NOTE TO UNITED STATES
    INVESTORS CONCERNING ESTIMATES OF INDICATED AND INFERRED RESOURCES | 3 
|GLOSSARY OF TECHNICAL INFORMATION                                                                       | 3 
|INFORMATION INCORPORATED BY REFERENCE                                                                   | 4 
|CORPORATE STRUCTURE                                                                                     | 4 
|DEVELOPMENT OF THE BUSINESS                                                                             | 6 
|General                                                                                                 | 6 
|Three Year History and Significant Acquisitions                                                         | 6 
|DESCRIPTION OF THE BUSINESS                                                                             | 15
|DESCRIPTION OF CAPITAL STRUCTURE                                                                        | 38
|Dividends                                                                                               | 38
|Shareholder Rights Plan                                                                                 | 39
|MARKET FOR SECURITIES                                                                                   | 44
|OFFICERS AND DIRECTORS OF BRIGUS GOLD                                                                   | 47
|Name, Address, Occupation and Security Holding                                                          | 47
|Corporate Cease Trade Orders or Bankruptcies                                                            | 51
|Penalties or Sanctions                                                                                  | 51
|Personal Bankruptcies                                                                                   | 51
|Conflicts of Interest                                                                                   | 51
|Corporate Governance                                                                                    | 52
|Risk Factors                                                                                            | 54
|LEGAL PROCEEDINGS                                                                                       | 65
|INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS                                              | 65
|TRANSFER AGENT AND REGISTRAR                                                                            | 65
|MATERIAL CONTRACTS                                                                                      | 65
|INTERESTS OF EXPERTS                                                                                    | 66
|ADDITIONAL INFORMATION                                                                                  | 67
|GLOSSARY OF NON-TECHNICAL TERMS                                                                         | 67
|GLOSSARY OF TECHNICAL TERMS                                                                             | 68











preliminary
notes



In this Annual Information
Form ("AIF"), Brigus Gold Corp. is referred to as "Brigus"orthe “Company”orthe“Corporation”. Unless otherwise noted, the information given herein is as of December
31, 2011.



financial
statements



This AIF should be
read in conjunction with the Company's audited Consolidated Financial Statements and Management's Discussion and Analysis for the
year ended December 31, 2011. The financial statements and management's discussion and analysis are available under the Company's
profile on the SEDAR website at www.sedar.com and on the Company's website at www.brigusgold.com.
All financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”)
as issued by the International Accountants Standards Board (“IASB”).



currency



All currency references
in this AIF are to United States dollars unless otherwise indicated.



CAUTIONARY
STATEMENT ON FORWARD-LOOKING INFORMATION



This AIF contains “forward-looking
information”, as such term is defined in applicable Canadian securities legislation, and “forward-looking statements”
within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements and information
are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and
competitive uncertainties and contingencies. All statements other than statements which are reporting results as well as statements
of historical fact set forth or incorporated herein by reference, are forward-looking statements and information that may involve
a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to control
or predict. Forward-looking statements and information can be identified by the use of words such as “may,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“intends,” “continue,” or the negative of such terms, or other comparable terminology. These statements
include, but are not limited to comments regarding:



| | · | plans for the development of and production
at the Black Fox mine including, without limitation, the timing of the development of, and future production from, the underground
mine and open pit at Black Fox;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | estimates from the Black Fox technical
report dated January 6, 2011, the Goldfields technical report dated October 6, 2011 and the 147 and Contact Zones technical report
dated December 15, 2011, including mine life, processing rate, recovery rate, average annual production, cash operating costs,
capital costs, net present value and discounted cash flow value of Black Fox;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | timing of delivery of ore from underground
mining to the Black Fox mill;
| | - | ------------------------------------------------------------------------

| | · | timing and costs associated with the completion
of capital projects, including the Company’s development of the Black Fox underground mine and the optimization of the Black
Fox mill;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | repayments of indebtedness and the Company’s
ability to meet its obligations in connection with the 6.5% senior unsecured Convertible Debentures due March 23, 2016;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the Company’s exploration and development
plans, including such plans and financing of such plans for the Company’s Grey Fox, Pike River, Stock Mine, and Goldfields
projects;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the sale of the Huizopa, Ixhaután
and Dominican Republic projects;
| | - | ------------------------------------------------------------------



Page 1Brigus Annual Information Form 2011







| | · | liquidity to support operations and debt
repayment;
| | - | ---------------------------------------------------

| | · | completion of a Canadian National Instrument
43-101 report for any of the Company’s exploration properties;
| | - | -----------------------------------------------------------------------------------------------------------

| | · | the establishment and estimates of mineral
reserves and resources;
| | - | ------------------------------------------------------------------

| | · | future production, mineral recovery rates
and costs, strip ratios and mill throughput rates;
| | - | --------------------------------------------------------------------------------------------

| | · | projected total production costs, cash
operating costs and total cash costs;
| | - | ----------------------------------------------------------------------------

| | · | grade of ore mined and milled from Black
Fox and cash flows derived therefrom;
| | - | ------------------------------------------------------------------------------

| | · | anticipated expenditures for development,
exploration, and corporate overhead, including expenditures for surface drilling at Black Fox and Goldfields;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | timing and issuance of permits;
| | - | -------------------------------

| | · | estimates of closure costs and reclamation
liabilities;
| | - | -------------------------------------------------------

| | · | the Company’s ability to obtain
financing to fund the Company’s estimated expenditure and capital requirements; and
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | the impact of adoption of new accounting
standards.
| | - | ---------------------------------------------------



Although the Company
believes that the plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company
cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could
differ materially from those contemplated, expressed or implied by the forward-looking statements and information contained in
this report. Disclosure of important factors that could cause actual results to differ materially from the Company’s plans,
intentions or expectations are included under the heading “Risk Factors” in this report.



Forward-looking statements
inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements
and information. Factors that could cause or contribute to such differences include, but are not limited to: unexpected changes
in business and economic conditions, including the global financial and capital markets; significant increases or decreases in
gold prices; changes in interest and currency exchange rates; timing and amount of production; unanticipated changes in grade of
ore; unanticipated recovery or production problems; changes in operating costs; operational problems at the Company’s mining
properties; metallurgy, processing, access, availability of materials, equipment, supplies and water; determination of reserves;
costs and timing of development of new reserves; results of current and future exploration and development activities; results
of future feasibility studies; joint venture relationships; political or economic instability, either globally or in the countries
in which the Company operates; local and community impacts and issues; timing of receipt of government approvals; accidents and
labour disputes; environmental costs and risks; competitive factors, including competition for property acquisitions; availability
of external financing at reasonable rates or at all; and the factors discussed in this report under the heading “Risk Factors”;
and other risks and uncertainties set forth the Company’s periodic report filings with Canadian securities authorities and
the SEC.



Many of these factors
are beyond the Company’s ability to control or predict. These factors are not intended to represent a complete list of the
general or specific factors that may affect the Company. The Company may note additional factors elsewhere in this report. All
forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable
to the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary
statements. Except as required by law, the Company undertakes no obligation to update any forward-looking statement or information.



Page 2Brigus Annual Information Form 2011









CAUTIONARY
NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF INDICATED AND INFERRED RESOURCES



This AIF uses the terms
"Measured", "Indicated" and "Inferred" Mineral Resources. United States investors are advised that
while such terms are recognized and required by Canadian securities regulations, the United States Securities and Exchange Commission
does not recognize them. "Inferred Resources" have a great amount of uncertainty as to their existence, and as to their
economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded
to a higher category of Mineral Resources or converted into Mineral Reserves. United States investors are cautioned not to assume
that all or any part of Inferred Mineral Resources exists, or is economically or legally mineable.



GLOSSARY
OF TECHNICAL INFORMATION



The estimated Mineral
Reserves and Mineral Resources discussed herein have been calculated in accordance with the Canadian Institute of Mining, Metallurgy
and Petroleum ("CIM") – Definitions Adopted by CIM Council on November 27, 2010 (the "CIM Standards")
which were adopted by the Canadian Securities Administrators' National Instrument 43-101 Standards of Disclosure for Mineral Projects
("NI 43-101"). The following definitions are reproduced from the CIM Standards:



The term "Mineral
Reserves" means the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a
Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economics and
other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve
includes diluting materials and allowances for losses that may occur when the material is mined. A "Proven Mineral Reserve"
is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This
Study must include adequate information on mining, processing, metallurgical, economics and other relevant factors that demonstrate,
at the time of reporting, that economic extraction is justified. A "Probable Mineral Reserve" is the economically
mineable part of an Indicated, and in some circumstances a Measured Mineral Resource, demonstrated by at least a Preliminary Feasibility
Study. This Study must include adequate information on mining, processing, metallurgical, economics and other relevant factors
that demonstrate, at the time of reporting, that economic extraction can be justified.



The term "Mineral
Resources" means a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the
earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction.
The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted
from specific geological evidence and knowledge. A "Measured Mineral Resource" is that part of a mineral resource
for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated
with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning
and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and
testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill
holes that are spaced closely enough to confirm both geological and grade continuity. An "Indicated Mineral Resource"
is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated
with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine
planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and
test information gathered through appropriate techniques from location such as outcrops, trenches, pits, workings and drill holes
that are spaced closely enough for geological and grade continuity to be reasonably assumed. An "Inferred Mineral Resource"
is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence
and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited
information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and
drill holes.



Page 3Brigus Annual Information Form 2011







A glossary of defined
and technical terms used herein is located towards the end of the AIF.



INFORMATION
INCORPORATED BY REFERENCE



The technical report
entitled "Brigus Gold Corp. Black Fox Project National Instrument 43-101 Technical Report" dated January 6, 2011 prepared
by Wardrop Engineering Inc., A Tetra Tech Company, Toronto, Ontario and filed on SEDAR on January 7, 2011 (the "2011 Black
Fox Technical Report"), is incorporated herein by reference.



The technical report
entitled "Technical Report and Resource Estimate on the 147 and Contact Zones of the Black Fox Complex, Ontario, Canada"
dated December 15, 2011 prepared by Wardrop Engineering Inc., A Tetra Tech Company, Toronto, Ontario and filed on SEDAR on January
27, 2012 (the "147 and Contact Zones 2011 Technical Report"), is incorporated herein by reference.



CORPORATE
STRUCTURE



Name, Address and Incorporation



Brigus was formed pursuant
to Articles of Arrangement dated June 25, 2002 under the Business Corporations Act(Ontario) (the "OBCA'') as
the result of a plan of arrangement (the "Plan of Arrangement'') in accordance with the terms of an arrangement agreement
(the "Arrangement Agreement'') dated June 24, 2002 between International Pursuit Corporation ("Pursuit'')
and Nevoro Gold Corporation ("Nevoro''). The Plan of Arrangement provided for, among other things, the amalgamation
of Pursuit and Nevoro to continue as Apollo Gold Corporation (“Apollo”). Apollo was continued under the Business
Corporations Act(Yukon) pursuant to articles of continuance dated May 28, 2003. Pursuant to articles of amendment date June
25, 2010, and following an acquisition of Linear Gold Corp. (“Linear”), the Corporation changed its name from
Apollo Gold Corporation to Brigus Gold Corp. and consolidated its issued and outstanding common shares on the basis of one new
common share for each four old common shares. Brigus was continued under the Canada Business Corporations Actpursuant to
articles of continuance dated June 9, 2011. The head office of the Company is located at Suite 2001, 1969 Upper Water Street, Purdy's
Wharf Tower II, Halifax, Nova Scotia, B3J 3R7 and its registered office is located at Purdy’s Wharf Tower 1, 1100-1959 Upper
Water Street, Halifax, NS, B3J 3E5.



Pursuit was incorporated
under the laws of the Province of Ontario under the name Brownlee Mines (1936) Limited on June 30, 1936. By Supplementary Letters
Patent dated January 7, 1939, July 5, 1944 and June 5, 1946, it changed its name to Joliet-Québec Mines, Limited and subsequently
made certain increases to its authorized capital. Under Articles of Amendment dated July 20, 1972, November 28, 1975, August 14,
1978, July 15, 1983, July 7, 1986 and August 6, 1987, it made various further changes to its capital and corporate governance structure
and ultimately changed its name to "International Pursuit Corporation''.



Nevoro was a private
company incorporated under the Canada Business Corporations Acton February 1, 2002 and continued under the OBCA pursuant
to articles of continuance dated May 30, 2002.



Page 4Brigus Annual Information Form 2011







Inter-Corporate Relationships



Black
Fox Complex



The Company owns a
100% interest in the Black Fox Complex (“Black Fox Complex”), an open pit and underground mine and associated
exploration property, and the Black Fox Mill. Both the Black Fox Complex and Black Fox Mill properties are located in the Timmins
Mining District in the Province of Ontario. The Black Fox Mine site is situated 11 kilometres (“km”) east of
Matheson, Ontario and the Black Fox Mill is 20 km west of Matheson, Ontario. The open pit mine and the Black Fox Mill have been
in operation since May 2009 and commercial production from the underground mine commenced in October 2011.



Brigus owns two exploration
properties adjacent to the Black Fox Mine site: (a) Grey Fox; and (b) Pike River, which together with the Black Fox property, comprise
the Black Fox Complex. The Mine land package is 18 square km which extends over a 6.5 km strike of the Destor-Porcupine Fault Zone.
The Black Fox Mill property covers 24.7 square km.



In 2011, the Company conducted an extensive
surface exploration project on the Grey Fox property and released a National Instrument 43-101 Technical Report and Resource Estimate
on the 147 and Contact zones in December 2011. A summary of the report findings can be found in Schedule B. Exploration efforts
will continue on the Grey Fox property and other high potential areas on the complex in 2012.



Other Properties



The Company holds a
100% interest in the Goldfields development project in the Lake Athabasca region of Saskatchewan, Canada, which includes a 100%
interest in the Box and Athona gold deposits, subject to certain royalties and other interests.



In Mexico, the Company
has completed a transaction with Cangold to sell a 75% interest in the Ixhuatán Property located in the state of Chiapas.
In the Dominican Republic, Brigus and Everton Resources Inc. have signed an agreement to sell Brigus’ remaining interest
in three mineral exploration projects (Ampliacion Pueblo Viejo (“APV”), Ponton and La Cueva).



The following chart
shows the subsidiaries of the Company, their jurisdiction of incorporation and the Company's direct or indirect percentage ownership
interest in each corporation.



Page 5Brigus Annual Information Form 2011











general
DEvelopment OF THE BUSINESS



Three
Year History and Significant Acquisitions



Year Ended December 31, 2009 ("Fiscal 2009"
or "2009")



On February 20, 2009,
the Company entered into a Project Facility Agreement (the “Facility Agreement”) with the RMB Australia Holdings Limited,
an Australian corporation (“RMBAH”), RMB Resources Inc., a Delaware corporation (“RMBR”), and Macquarie
Bank Limited, an Australian corporation (“Macquarie” and together with RMBAH, the “Financiers”). The Facility
Agreement refinanced the bridge facility agreement which Brigus had entered into with the Financiers in December 2008 to borrow
up to $15 million to be used towards development of the Black Fox mine. Under the Facility Agreement, the Company could borrow
up to $70,000,000 (the “Project Facility”).Borrowings under the Facility Agreement
were secured by a first lien on substantially all of the Company’s assets, including the Black Fox project, and the shares
of the Company’s subsidiaries. Under the terms of the Facility Agreement, all cash proceeds generated from the Black Fox
project were required to be deposited into a proceeds account and could only be withdrawn and used by the Company in accordance
with the terms set forth in the Facility Agreement. In connection with the Facility Agreement, the Company issued approximately
34,836,111 warrants to the Financiers as partial consideration for financing services provided in connection with the Facility
Agreement. Each Warrant entitled the holder to purchase one Common Share for a period of 48 months from their date of issuance
at an exercise price of Cdn$0.252 per Common Share, subject to customary anti-dilution adjustments. The warrants issued in connection
with the Facility Agreement were in addition to the 42,614,254 warrants issued to the Financiers in connection with the Bridge
Facility Agreement.



Page 6Brigus Annual Information Form 2011







On June 2, 2009, the
Company announced that the first gold bars produced at Black Fox were poured during the last week of May 2009.



On July 15, 2009, the
Company completed a private placement of 12,221,640 Common Shares issued to U.S. and Canadian purchasers at Cdn$0.45 per share
and 13,889,390 Common Shares issued to Canadian purchasers at Cdn$0.54 per share on a “flow through” basis pursuant
to the Income Tax Act(Canada) for total gross proceeds equal to approximately $13 million.



On July 28, 2009, the
Company announced results of production and mill throughput at its Black Fox mine and mill. The Company reported that, during the
two month period of May and June 2009, the Black Fox mill processed 78,000 tonnes of ore at an average grade of 5.1 grams of gold
per tonne of ore, which resulted in production of 11,860 ounces of gold and a recovery rate of approximately 92.5%. The average
mill throughput rate during this period was approximately 1,280 tonnes per day. Brigus also announced that, due to a few mechanical
challenges, it was unable to achieve the anticipated steady state throughput at the Black Fox mill of 1,500 tonnes per day during
the first half of June 2009, but was able to achieve that throughput rate throughout the second half of June 2009 and that, for
the first 26 days of July 2009, the Black Fox mill throughput averaged 1,800 tonnes per day. Brigus also announced that it had
commissioned the previously announced new crushing circuit during the first week of July 2009.



On September 9, 2009,
the Company completed the acquisition of certain mineral properties (the “Pike River Property”) located in the
Township of Hislop, Ontario, which are contiguous to the south-east boundary of the Company’s Black Fox mine and the northwest
boundary of the Company’s Grey Fox property. The Pike River Property was acquired from Newmont Canada Corporation (“Newmont”)
and consists of the surface and mineral rights to approximately 463.4 hectares consisting of parcels 1735 LC, 1726 LC, 23687 SEC,
23777 SEC, 3852 SEC and 11125 SEC. The purchase of the Pike River Property was made pursuant to a Purchase and Sale Agreement,
dated March 12, 2009, between Newmont and the Company (the “Purchase Agreement”). Pursuant to the terms of the
Purchase Agreement, in consideration for the Pike River Property, the Company paid Cdn$100,000 to Newmont and granted a perpetual
2.5% net smelter production royalty to Newmont from the sale or other disposition of all materials produced from the Pike River
Property (the “Royalty”) pursuant to a Royalty Agreement, dated March 25, 2009, between Newmont and the Corporation
(the “Royalty Agreement”). In addition, as further consideration, within 30 days following the earlier of (i)
the date that at least 500,000 ounces of gold equivalent minerals sufficient to be reported pursuant to NI 43-101 combined reserves
(proven and probable) and resources (measured, indicated and inferred) are determined to exist within the Pike River Property,
or (ii) the commencement of commercial production from any portion of the Pike River Property, the Company shall pay an additional
sum of Cdn$1 million to Newmont. The Royalty Agreement also contains a first right to negotiate in favour of Newmont pursuant to
which, if the Corporation wishes to option, joint venture, assign, transfer, convey or otherwise dispose of its rights or interests
in and to its Black Fox property (but excluding a corporate merger transaction), it must first notify Newmont of its intentions
so that Newmont may consider a possible acquisition from the Corporation of a portion or all of the Company’s interest in
its Black Fox property.



Page 7Brigus Annual Information Form 2011







On September 28, 2009,
the Company entered into an agreement with RMBR and the Financiers, pursuant to which the Financiers agreed, subject to the condition
that the Company provide a new resource model and life of mine plan to the Financiers prior to November 15, 2009, to defer (i)
the first scheduled repayment of $9,300,000 due on September 30, 2009 (the “Deferred Payment”) under the Facility
Agreement and (ii) the requirement to fund the debt service reserve account also due on September 30, 2009 (the “Deferred
Funding Obligation”), which, in accordance with the terms of the Project Facility, required a reserve amount equal to,
at all times after initial funding, the greater of $5,000,000 or the aggregate repayment amount due on the next repayment date.
In addition, as part of the deferral, the Financiers agreed to conduct a technical review of the Black Fox project and extend the
date by which the project completion test under the Facility Agreement must be satisfied to March 31, 2010. The project completion
test was originally required to be successfully completed by October 31, 2009 and required the Company to demonstrate to RMBR,
acting on behalf of the Financiers, that the Black Fox mine satisfies certain general and operational criteria during a predetermined
test period. As a result of the deferral, the Deferred Payment and the Deferred Funding Obligation were to be satisfied on the
earlier to occur of (i) the completion of the Financiers’ technical review process of the Black Fox mine and (ii) December
31, 2009.



On September 30, 2009,
the Company entered into a letter of intent with Elkhorn Goldfields Inc. (“Elkhorn Goldfields”) pursuant to
which Elkhorn Goldfields agreed to purchase all of the outstanding capital stock of Montana Tunnels Mining, Inc., an indirect wholly
owned subsidiary of the Company (“Montana Tunnels”). Montana Tunnels was the owner of the Montana Tunnels open
pit mine and mill (a 50/50 joint venture with Elkhorn Tunnels, an affiliate of Elkhorn Goldfields), the Diamond Hill mine and mill
and assets ancillary thereto. The Montana Tunnels mine had been on care and maintenance since May 1, 2009.



On December 9, 2009,
the Company entered into a replacement letter of intent (the “New LOI”) with Elkhorn Goldfields pursuant to
which Elkhorn Goldfields agreed to purchase all the outstanding capital stock in Montana Tunnels. The Company agreed to sell all
of the capital stock of Montana Tunnels in exchange for (i) promissory notes held by Elkhorn Goldfields and certain investors in
Elkhorn Goldfields or its affiliates (the “Lenders”) from Calais Resources, Inc. (“Calais”)
and Aardvark Agencies, Inc. (“Aardvark”) with an outstanding balance of approximately $7,700,000 (the “Original
Notes”), (ii) Elkhorn’s and the Lenders’ rights with respect to an additional amount of approximately $1,382,091
loaned to Calais, (the “Additional Caribou Loan”) and (iii) a promissory note held by Elkhorn Goldfields and
the Lenders from Calais with an outstanding balance of approximately $380,000 (the “Congo Chief Note” and, together
with the Original Notes and the Additional Caribou Loan, the “Notes”). The Original Notes are secured by certain
deeds of trust registered against the Cross-Caribou Mine property (the “Caribou Property”) located in Caribou,
Colorado (portions of which are owned by Calais and portions of which are owned by Aardvark).



On December 30, 2009,
the Company entered into an agreement with the Financiers pursuant to which the Financiers agreed to further defer the Deferred
Payment and the Deferred Funding Obligation, and to defer the second scheduled repayment of $6,000,000 due on December 31, 2009,
in each case, until the earlier to occur of (i) the completion of the Financiers’ technical review process of the Black Fox
mine and (ii) February 28, 2010.



Year Ended December 31, 2010 (“Fiscal 2010”
or “2010”)



On February 1, 2010,
Apollo Gold, Inc. (now Brigus Gold, Inc.), a direct wholly owned subsidiary of the Company and the sole shareholder of Montana
Tunnels (the “Seller”), Elkhorn Goldfields and Calais entered into a definitive purchase agreement (the “Purchase
Agreement”).  Pursuant to terms of the Purchase Agreement, the Seller sold all of the capital stock of Montana Tunnels
in exchange for the Notes.  The Elkhorn Goldfields’ and the Lenders’ security interests in the properties against
which the Original Notes and the Congo Chief Note are secured were transferred to the Seller as part of the transaction. 
The Original Notes matured on July 31, 2005 (although they were never repaid) and bear interest at the rate of 12.9% per annum. 
The Congo Chief Note matured on February 21, 2006 (although it was never repaid) and bears interest at the rate of 12% per annum. 
Pursuant to the Purchase Agreement, the Seller agreed to forebear on the Original Notes and the Congo Chief Note (each of which,
as noted above, is past due) until February 1, 2011.  In connection with the Purchase Agreement, Calais agreed to execute
and deliver a promissory note to the Company evidencing the Additional Caribou Loan (the “Additional Unsecured Note”). 
The Additional Unsecured Note bears interest at the rate of eight percent per annum and has a maturity date of February 1, 2011. 
In January 2011, the Company extended the forbearance period of the Notes from February 1, 2011 to the earlier of June 30, 2011
or the occurrence of certain events, including insolvency or bankruptcy of the Calais, the borrower.  During this extended
forbearance period, the Notes will accrue interest at 8% per annum.



Page 8Brigus Annual Information Form 2011







On March 9, 2010, the
Company and Linear Gold Corp. (“Linear”) entered into a binding letter of intent (the “Letter of Intent”)
pursuant to which (i) the businesses of the Company and Linear would be combined by way of a court-approved plan of arrangement
(the “Arrangement”) and (ii) Linear would subscribe for approximately 62,500,000 Common Shares at a price of
$0.40 per common share for aggregate proceeds of Cdn$25,000,000. Pursuant to the Arrangement: each outstanding Linear common share
would be exchanged for 5.4742 Common Shares (the “Exchange Ratio”); each outstanding Common Share purchase warrant
of Linear would be exchanged for Common Share purchase warrants of the Company on the basis of the Exchange Ratio and the exercise
price of the Linear warrants would be adjusted as provided for in the certificates representing the Linear warrants; each outstanding
option to purchase a Linear common share granted under Linear’s Stock Option Plan would be exchanged for options of the Company
granted under the Stock Option Plan on the basis of the Exchange Ratio and the exercise price of the Linear options would be adjusted
on the same basis as the exercise price of the Linear warrants. Upon consummation of the Arrangement, Linear would become a wholly
owned subsidiary of the Company and the shareholders of Linear immediately prior to the Arrangement were expected to own approximately
42.9% of the outstanding Common Shares of the Corporation (calculated on a fully-diluted basis). The Letter of Intent contemplated
that Linear and the Company would enter into a definitive arrangement agreement (the “Definitive Agreement”)
governing the Arrangement on or before March 31, 2010 to implement the Arrangement to provide for the business combination of Linear
and the Company.



On March 19, 2010,
the Company and Linear announced the closing of the private placement whereby Linear acquired 62,500,000 common shares of the Company
at a price of Cdn$0.40 per share for gross proceeds of Cdn$25,000,000. The common shares
of the Company were issued from treasury under the terms of a subscription agreement between Linear and the Company dated March
9, 2010. Ten million dollars of the proceeds from the private placement was used to reduce
the Corporation Project Facility debt from $70,000,000 down to $60,000,000.



On March 31, 2010,
Linear and the Company entered into the Definitive Agreement as per the Letter of Intent.



On April 23, 2010,
the Company announced that it unwound its Canadian dollar currency hedges that were originally entered into in connection with
the Facility Agreement. As a result of this action, the Corporation received gross proceeds of approximately $8.2 million, which
was used to reduce the debt outstanding under the Facility Agreement from $60,000,000 down to $51,800,000.



On May 18, 2010, the
Company issued a press release announcing a proposed new corporate identity and name, Brigus Gold Corp., which was to take effect
following shareholder approval of the same and the closing of the Arrangement with Linear.



Page 9Brigus Annual Information Form 2011







On June 25, 2010, the
Company announced that the Arrangement had closed and the new combined company began operating as Brigus effective June 25, 2010.
On June 25, 2010, the Corporation filed articles of amendment which, among other things, changed the name of the Company to Brigus
Gold Corp., consolidated the Common Shares, including those issued to Linear shareholders, on the basis of one (1) post-consolidation
Brigus share for every four (4) Brigus shares outstanding immediately prior to such consolidation. The business combination was
structured as a court-approved plan of arrangement under the Business Corporations Act(Alberta) pursuant to which the Company
acquired all of the issued and outstanding Linear shares and Linear amalgamated with 1526753 Alberta ULC. Under the terms of the
Arrangement, former shareholders of Linear received, after giving effect to the share consolidation described above, 1.37 Brigus
Gold shares for each common share of Linear, subject to adjustment for fractional shares. Brigus also announced that its new headquarters
would be located in Halifax, Nova Scotia.



On June 26, 2010 the
Company further reduced the debt outstanding under the Facility Agreement from $51,800,000 down to $41,800,000.



On July 29, 2010, Brigus
completed a private placement of 10,000,000 Common Shares at Cdn$1.40 per share on a “flow through” basis pursuant
to the Income Tax Act(Canada) for total gross proceeds equal to Cdn$14,000,000.



On August 24, 2010,
Brigus announced that it retired its outstanding, unsecured convertible debentures by paying $4.68 million in principal and interest
on August 23, 2010.



On October 19, 2010,
Brigus announced that it had completed an offering of 34,500,000 units and 3,382,353 Common Shares designated as flow-through common
shares for purposes of the Income Tax Act(Canada) at a price of Cdn$1.50 per unit and Cdn$1.70 per flow-through share,
for gross proceeds to the Corporation of Cdn$57,500,000.



On October 20, 2010,
the Company used $20.7 million of the proceeds raised from the Cdn$57.5 million financing completed on October 19, 2010 to reduce
the principal outstanding on the Project Facility from $41.8 million down to $21.1 million, $14.1 million of which was owed to
Macquarie and $7.0 million was owed to RMBAH. On November 21, 2010 the Company consolidated its Project Facility debt by increasing
the debt owed to RMBAH from $7.0 million to $22.0 million, repaying the full amount owed to Macquarie Bank of $14.1 million, thus
leaving RMBAH as the one remaining lender.



On November 2, 2010,
The Company used a portion of the proceeds raised from the Cdn$57.5 million financing completed on October 19, 2010 to reduce its
forward gold sales contract obligations (the “Hedge”) by 43,276 ounces, representing 79% of the sales contracts
deliverable in 2011, at a cost of $21.0 million.



On November 9, 2010,
Brigus Gold announced that it had entered into a gold stream agreement with Sandstorm Resources Ltd. (“Sandstorm”)
pursuant to which Sandstorm agreed to purchase 12% of the gold production from the Black Fox mine beginning in January 2011 and
10% of future production from the Black Fox extension covering a portion of the adjoining Pike River property (the “Gold
Stream”). Sandstorm made an upfront payment of $56.3 million and will also pay Brigus ongoing per ounce payments of $500
subject to an inflationary adjustment beginning in 2013, not to exceed 2% per annum. Brigus Gold has the option, for a 24 month
period, to reduce the Gold Stream to 6% of production from the Black Fox mine and 4.5% of production from the Black Fox extension
for a payment of $36.6 million. Brigus Gold also announced that it intended to eliminate 100% of the Hedge effective January 2011
and used some of the proceeds received from the Sandstorm Gold Stream agreement to unwind the balance of its gold forward gold
sales contracts eliminating the obligation to deliver 99,409 ounces from October 2011 to March 2013. This transaction left only
1,518 ounces of gold to be delivered into the gold forward contracts for December 2010 following which the Corporation had no remaining
gold forward sales contracts.



On December 21, 2010,
Brigus closed a private placement of 2,727,000 Common Shares designated as flow-through shares for purposes of the Income Tax
Act(Canada) at a price of Cdn$2.07 per flow-through share for total gross proceeds to the Corporation of Cdn$5,644,890.



Page 10Brigus Annual Information Form 2011







On December 23, 2010,
the Company entered into a settlement agreement in connection with its Huizopa exploration project (the “Huizopa Project”),
which is located in the Sierra Madre Occidental mountains in Chihuahua, Mexico. The settlement related to a dispute over a joint
venture relationship that the Company’s Mexican subsidiary, Minera Sol de Oro, S.A. de C.V. (“MSO”), had
covering the Huizopa Project. In connection with the settlement agreement, the Company entered into a related acquisition agreement
pursuant to which the Company sold its 100% interest in MSO to Cormack Capital Group, LLC (“Cormack”) for proceeds
of $3.5 million, payable over a five-year term, while retaining a 3% net smelter return royalty (“NSR”) over
future production from the Huizopa Project. If Cormack fails to make any of these payments, the Company may elect to re-acquire
MSO from Cormack (and any amount of the $3.5 million already paid to the Company would be repayable by the Company to Cormack from
20% of the net proceeds from the Huizopa Project). Cormack can reduce the Company’s NSR to 2% by making a $1.0 million payment
to the Company and may also elect to pay up to 40% of the purchase price through the issuance of common shares in a publicly traded
company listed on a recognized U.S. or Canadian national stock exchange. In addition, the Company will receive a production bonus
payment of $5.0 million within one year of the commencement of commercial production at the Huizopa Project. Cormack may elect
to terminate the acquisition agreement any time prior to December 31, 2011 if, prior to such time, it has not entered into a binding
agreement with a third party by which that third party agrees to (i) acquire all or a portion of MSO or its wholly owned subsidiary,
Minas de Argonautas S. de R.L. de C.V. or (ii) provide funding for activities at the Huizopa Project. If Cormack makes such
an election to terminate, it will be obligated to convey all of the shares of capital stock of MSO to the Company or its designee
for no additional consideration.



Year Ended December 31, 2011 (“Fiscal 2011”
or “2011”)



On January 6, 2011,
Brigus Gold announced the results from the 2011 Black Fox Technical Report, which was based on the mine operations and reserves
as of October 31, 2010 and included a Net Present Value of $359.4 million for the Black Fox mine using a 5% discount rate and a
gold price of $1,200 per ounce. Highlights from the 2011 Black Fox Technical Report include:



| | · | Mine life of 8.6 years based on existing
reserves of 906,375 ounces of gold within 6.5 million tonnes at an average gold grade of 4.4 grams per tonne (“gpt”).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Processing rate of 730,000 tonnes per
annum (2,000 tonnes per day (“tpd”)) and a recovery rate of 94%.
| | - | ------------------------------------------------------------------------------------------------------

| | · | Average cash operating costs of $502 per
ounce ($66.94 per tonne milled) with a break even gold price of $602 per ounce.
| | - | ------------------------------------------------------------------------------------------------------------------------

| | · | Capital costs, including sustaining capital,
of $74.8 million.
| | - | --------------------------------------------------------------

| | · | The Net Present Value of Black Fox, at
a 5% discount rate, is $359.4 million with pretax undiscounted cash flow of the project of $439.0 million from revenues of $932.1
million based on a gold price of $1,200 per ounce for 88% of the ounces produced and $500 per ounce for the remaining 12% of production
ounces (in accordance with the gold stream agreement with Sandstorm).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Average annual production of 104,000 ounces
of gold over the next five years of production.
| | - | -------------------------------------------------------------------------------------------



The2011 Black Fox Technical Reportcontains the expression of the professional opinions of
the Qualified Person based upon information available at the time of preparation of the2011 Black Fox Technical Report.
The foregoing summary, which is derived from the2011 Black Fox Technical Report,
is subject to the assumptions and qualifications contained in the2011 Black Fox Technical Report.
Readers are directed to the2011 Black Fox Technical Reportwhich can be reviewed in its
entirety by accessing the SEDAR database at www.sedar.com and which qualifies the disclosure above.



Page 11Brigus Annual Information Form 2011







On January 27, 2011,
the Company and GLR Resources Inc. (“GLR”) announced that they had reached an agreement regarding the reimbursement
by the Company to GLR in connection with certain equipment originally ordered by GLR. This equipment was related to the Company’s
wholly owned Goldfields Project in Saskatchewan, Canada. Linear had acquired the Goldfields Project from GLR. Pursuant to the agreement,
the Company issued to GLR 1,396,134 common shares of the Company valued at Cdn$2,443,235 based on a deemed price of Cdn$1.75 per
share and will make cash payments aggregating US$60,000.



On February 9, 2011,
Brigus Gold announced the appointment of Dana Hatfield to Chief Financial Officer following the retirement of Melvyn Williams,
the Company’s now former Senior Vice President and Chief Financial Officer. Mr. Hatfield joined Brigus’ senior management
team in March 2011 and initially worked alongside Mr. Williams, who remained with the Company through a transition period ending
on June 30, 2011. Mr. Hatfield joined the Company after serving as Senior Vice President, Finance, at Gammon Gold Inc.



On March 9, 2011
the Company entered into an underwriting agreement with a syndicate of underwriters led by BMO Capital Markets, including
Haywood Securities Inc., CIBC World Markets Inc., Cormark Securities Inc. and Paradigm Capital Inc., collectively (the
“Underwriters”).  Pursuant to the Underwriting Agreement, the Company agreed to sell and the
Underwriters agreed to purchase $50,000,000 principal amount of senior unsecured convertible debentures (the
“Convertible Debentures”). The main features of the unsecured convertible debenture are (1) an
interest rate of 6.5% per year, payable semi-annually in arrears on the last day of March and September commencing September
30, 2011 (2) a maturity date: March 31, 2016 (five years) (3) redemption right after three  years (4) a conversion price of
$2.45 per Brigus common share, and (5) an Issue price of $1,000 per Convertible Debenture.



On March 16, 2011,
the Company announced that it had filed a final short form prospectus in respect of the previously announced bought deal offering
for the $50,000,000 principal amount of Convertible Debentures.



On March 23, 2011 the
Company announced the closing of the unsecured convertible debenture bought deal for $50.0 million. The net proceeds were used
to completely repay the existing Project Facility debt of $22.0 million held by RMB Australia Holdings Limited with the balance
to be used to accelerate exploration drilling at the Company’s Black Fox Complex, for continuing development of the Black
Fox Complex, to undertake an engineering study on the expansion of the Black Fox Mill, and for general working capital purposes.
On March 23, 2011, the Convertible Debentures were listed for trading on the Toronto Stock Exchange under the symbol “BRD.DB.U”.



On April 26, 2011,
the Company announced that it had signed a letter of intent with Cangold Limited (“Cangold”) whereby Cangold, can acquire
a 75% interest in Brigus’ Mexican subsidiary that owns the advanced exploration stage Ixhuatán gold project in Chiapas, Mexico.



On May 25, 2011, the
Company announced that it had signed a letter of intent with Everton Resources Inc. (“Everton”) whereby Everton
can acquire the Company’s remaining interest in the Ampliación Pueblo Viejo, Ponton and La Cueva concessions in the
Dominican Republic (the “Concessions”).



Page 12Brigus Annual Information Form 2011







On September 29, 2011,
the Company announced that it agreed to revised terms with Everton whereby Everton can acquire the Company’s remaining interest
in the Concessions. The agreement requires Everton to issue 15.0 million treasury common shares to Brigus to acquire the option.
Pursuant to the option, Everton can acquire Brigus’ remaining interest in the Concessions by paying Brigus Cdn$0.5 million
in four installments and an additional Cdn$0.5 million in cash or common shares with a value of $0.5 million by May 31, 2012. Brigus
will also receive a sliding Net Smelter Return royalty on the Concessions equal to 1.0% when the price of gold is less than US$1,000
per ounce, 1.5% when the price of gold is between US$1,000 and US$1,400 per ounce and 2% when the price of gold is above US$1,400
per ounce. Everton will also issue Brigus a promissory note equal to the greater of Cdn$5.0 million or 5.0 million common shares
of Everton. The promissory note will be subject to the completion of a NI 43-101 compliant measured and indicated resource estimate
on the Concessions of a minimum of one million ounces of gold equivalent (at an average grade of 2.5 gpt or higher for Ampliación
Pueblo Viejo and 1.5 gpt or higher for Ponton and La Cueva) or actual gold production from the Concessions plus a NI 43-101 compliant
measured and indicated resource estimate on the Concessions (at an average grade of 2.5 gpt gold equivalent for APV and 1.5 gpt
gold equivalent or higher for Ponton and La Cueva) exceeding one million ounces of gold equivalent.



On October 5,
2011, Brigus reported results from an independent Technical Report on its wholly owned Goldfields development project. The
pre-feasibility study indicates a Net Present Value of $144.3 million at a 5% discount rate with an internal rate of return
of 19.6% assuming a gold price of $1,250 per ounce. Report highlights include:



| | · | Mine life of 13 years (including both
Box and Athona deposits) based on existing reserves of 1,020,000 ounces of gold at an average gold grade of 1.97 grams per tonne
(gpt) over the first 7 years and 1.42 gpt over the life of the mine.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Processing rate of 1,825,000 tonnes per
year (5,000 tonnes per day (tpd)) and a recovery rate of 91% for the Box deposit and 89% for the Athona deposit.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Average cash operating costs of $601 per
ounce with a break-even gold price of approximately $1,000 per ounce.
| | - | --------------------------------------------------------------------------------------------------------------

| | · | Capital costs of approximately $160 million
(leased mining fleet not included).
| | - | -------------------------------------------------------------------------------

| | · | NPV of $144.3 million at a 5% discount
rate with an IRR of 19.6% and a payback period of 5 years assuming a gold price of $1,250 per ounce.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| | · | At $1,500 per ounce of gold, the NPV for
the project increases to $300 million with an IRR of 32%.
| | - | --------------------------------------------------------------------------------------------------

| | · | Average annual production of approximately
100,000 ounces per year during the first seven years.
| | - | ------------------------------------------------------------------------------------------------

| | · | The Environmental Impact Statement (EIS)
has been submitted and approved. Therefore no permitting delays are anticipated.
| | - | -------------------------------------------------------------------------------------------------------------------------



The 2011 Goldfields
Technical Report contains the expression of the professional opinions of the Qualified Person based upon information available
at the time of preparation of the 2011 Goldfields Technical Report. The foregoing summary, which is derived from the 2011 Goldfields
Technical Report, is subject to the assumptions and qualifications contained in the 2011 Goldfields Technical Report. Readers are
directed to the 2011 Goldfields Technical Report which can be reviewed in its entirety by accessing the SEDAR database at www.sedar.com
and which qualifies the disclosure above.



On October 18, 2011,
the Company announced that it had received regulatory approval and completed its previously announced transaction with Cangold
Limited. The terms of the transaction provide Cangold with the option to acquire a 75% interest in Brigus’ Mexican subsidiary
that owns the Ixhuatán gold project. Pursuant to the terms of the transaction, Cangold paid Brigus Cdn$1.0 million and issued
the Company 6.0 million Cangold shares when regulatory approval was received. Cangold is also required to pay Brigus Cdn$1.0 million
and issue 6.0 million Cangold shares 12 months after the agreement is signed and pay an additional Cdn$3.0 million and issue 4.0
million Cangold shares 24 months after the agreement is signed. To exercise its option and acquire a 75% interest in the Ixhuatán
project, Cangold is required to pay Brigus Cdn$5.0 million and issue 4.0 million Cangold shares as well as complete an independent
third-party feasibility study on the Campamento Deposit within 36 months. Following Cangold’s exercise of the purchase option,
Cangold and Brigus will hold 75% and 25% interests, respectively, and will be responsible for their pro-rata costs in jointly developing
the Ixhuatán deposit. Brigus will retain a 2% Net Smelter Return royalty over the project and upon commencement of commercial
production will receive a payment of Cdn$5.00 per ounce of gold in the Proven and Probable category included in the feasibility
study.



Page 13Brigus Annual Information Form 2011







On December 8, 2011,
Brigus closed a private placement of 4,805,833 Common Shares designated as flow-through shares for purposes of the Income Tax Act
(Canada) at a price of Cdn$1.70 per flow-through share for total gross proceeds to the Corporation of Cdn$8,170,000.



On December 13, 2011,
the Company announced the Board of Directors’ adopted a new Shareholder Rights Plan that takes effect immediately following
the expiry of the existing shareholder rights plan on January 18, 2012. The Rights Plan’s purpose is to ensure the fair treatment
of all shareholders in connection with any take-over bid for Brigus common shares. It is also intended to provide the Board of
Directors (the “Board”) with more time to fully consider an unsolicited take-over bid and, if applicable, to
explore other alternatives to maximize shareholder value.



On December 15, 2011,
Brigus announced an initial National Instrument 43-101 compliant, independent mineral resource estimate for the 147 and Contact
zones on the Black Fox Complex. The report concluded that the 147 and Contacts zones host 116,710 Indicated ounces and 459,420
Inferred ounces. There are another 95 drill holes, with assays pending, that have not been included in the initial resource calculation
and will increase the resource area drill hole data by 37% upon receipt of final assays. The results from these holes are expected
to expand the resource and convert Inferred ounces to Indicated ounces in 2012.



The
147 and Contact Zones2011 Technical Reportcontains the expression of the professional
opinions of the Qualified Person based upon information available at the time of preparation of the 147 and Contact Zones2011
Technical Report. The foregoing summary, which is derived
from the 147 and Contact Zones2011 Technical Report, is subject to the assumptions and
qualifications contained in the 147 and Contact Zones2011 Technical Report. Readers are
directed to the 147 and Contact Zones2011 Technical Reportwhich can be reviewed in its
entirety by accessing the SEDAR database at www.sedar.com and which qualifies the disclosure above.



Subsequent Events



On March 15, 2012,
Brigus Gold and a syndicate of underwriters led by Cormark Securities Inc. and including Haywood Securities Inc., BMO Capital Markets,
Fraser Mackenzie Limited, Casimir Capital Ltd., and Global Hunter Securities (collectively, the “Underwriters”)
bought and sold to the public 15,790,000 common shares of the Company at a price of $0.95 per Common Share for gross proceeds to
the Company of approximately $15 million.



Page 14Brigus Annual Information Form 2011







DESCRIPTION
OF THE BUSINESS



General



Brigus is a Canadian-based
mining company which is principally engaged in the extraction, processing, and refining of gold deposits as well as related activities
including the acquisition, exploration and development of mineral properties principally located in North America. Brigus’
current sole mining operation is the Black Fox Mine.



The Company is also
evaluating the Goldfields Project, which hosts the Box and Athona gold deposits. In Mexico, Brigus has completed a transaction
with Cangold to sell a 75% interest in the Ixhuatán gold-silver advanced exploration project. In the Dominican Republic,
Brigus and Everton Resources have signed an agreement to sell Brigus’ remaining interest in three mineral exploration projects
(Ampliacion Pueblo Viejo (“APV”), Ponton and La Cueva).



Page 15Brigus Annual Information Form 2011







Map of the Properties







Page 16Brigus Annual Information Form 2011







| | 1. | Principal Property
| | -- | ------------------



The Black Fox Complex and Mill



The technical report entitled "Brigus
Gold Corp. Black Fox Project National Instrument 43-101 Technical Report" dated January 6, 2011 and “Technical Report
and Resource Estimate on the 147 and Contact Zones on the Black Fox Complex, Ontario, Canada” dated December 15, 2011 were
prepared by Wardrop Engineering Inc., (“Wardrop”) a Tetra Tech Company, Toronto, Ontario and filed on SEDAR
on January 7, 2011 (the "2011 Black Fox Technical Report") and January 27, 2012 (the “147 and Contact Zones
2011 Technical Report”), are incorporated herein by reference. For the purposes of the disclosure required under section 5.4
of Form 51-102F2 – Annual Information Form, the summary from the 2011 Black Fox Technical Report is reproduced in the attached
Schedule A and the 147 and Contact Zones 2011 Technical Report in Schedule B, and the Company incorporates by reference into this
AIF the detailed disclosure contained in the 2011 Black Fox Technical Report and the 147 and Contact Zones 2011 Technical Report.



The
technical information contained in Schedules A and B is summarized or extracted from some of the main conclusions reached in the2011 Black Fox Technical Report and the 147 and Contact Zones 2011 Technical Report. Readers
are directed to the2011 Black Fox Technical Reportand the 147 and Contact Zones
2011 Technical Report which can be reviewed in their entirety by accessing the SEDAR database
at www.sedar.com and which qualifies the disclosure contained in Schedules A and B. The summary in Schedules A and B are not exhaustive.
The2011 Black Fox Technical Report and the 147 and Contact Zones 2011 Technical Reportare intended to be read as a whole and sections should not be read or relied upon out of context. The2011 Black Fox Technical
Reportand the 147 and Contact Zones 2011 Technical Report contain
the expression of the professional opinions of the Qualified Person based upon information available at the time of preparation
of the2011 Black Fox Technical Report and the 147 and Contact Zones 2011 Technical Report.
The disclosure contained in Schedule A and B, which is derived from the2011 Black
Fox Technical Report and the 147 and Contact Zones 2011 Technical Report, is subject to the assumptions
and qualifications contained in the2011 Black Fox Technical Report and the 147 and Contact Zones 2011 Technical Report.



Map of the Black Fox Complex and Mill





Black Fox Complex – Property Description
and Location



The Company wholly
owns and operates the Black Fox Mine, an open pit and underground mining operation located in the Timmins Mining District in the
Province of Ontario. The Black Fox mine site is situated 11 kilometres (“km”) east of Matheson, Ontario and
the Black Fox Mill is 20 km west of Matheson, Ontario. The Black Fox open pit mine and the Black Fox Mill have been in operation
since May 2009 and commercial production from the underground mine commenced in October 2011.



Page 17Brigus Annual Information Form 2011







Brigus is an unhedged
gold producer with no gold derivative positions. Beginning January 1, 2011, the Company sold 88% of its Black Fox production at
the spot gold price and 12% at a current price of $500 per ounce under a gold stream agreement (“Gold Stream Agreement”).
The Company entered in the Gold Stream Agreement and received $56.3 million as an upfront payment in November 2010. (See “Sandstorm
Gold Stream Agreement” below.)



Brigus owns two exploration
properties adjacent to the Black Fox mine site: (a) Grey Fox; and (b) Pike River, which together with the Black Fox mine site,
comprise the Black Fox Complex. The Black Fox Complex has a contiguous land package of 18 square km extending over a 6.5 km strike
of the Destor-Porcupine Fault Zone. The Black Fox Mill property, which hosts the historic Stock Mine deposit, covers 24.7 square
km and is located 31 km west of the Black Fox Mine. The mill property extends over 6.0 km of the Destor-Porcupine Fault Zone.



Brigus’ exploration
program continues to confirm the potential for new gold discoveries within the Black Fox Complex. In December 2011 the Company
released a National Instrument 43-101 Technical Report and Resource Estimate on the 147 and Contact Zones. The report concluded
that the zones hosted 116,710 Indicated gold ounces and 459,420 Inferred gold ounces. These resource ounces represent near-term
production opportunities given their proximity to the Black Fox infrastructure including the Black Fox mill.



The Destor-Porcupine
Fault Zone is the known host structure of the Black Fox deposit, the historic Stock Mine deposit and many other occurrences of
gold and gold mines in the Timmins Mining District. The Destor-Porcupine Fault Zone is a deep break in the Precambrian rocks of
the Abitibi Greenstone Belt. The system regionally strikes east-west and dips variably to the south. Black Fox lies on the southern
limb of a large scale fold on a flexure in the Destor-Porcupine Fault where the strike changes from east-west to southeast. Folded
and altered ultra mafic and mafic are the host rocks for mineralization. Gold occurs as free gold in quartz veining and stockworks
in altered ultra mafics and in gold associated with pyrite in altered tholeiitic basalts. The Timmins Mining District was first
discovered in the early 1900s and has been a prolific producer of gold and other metals.



The Black Fox Complex,
including the Grey Fox-Pike River properties, consists of 1,761.4 hectares of which: 356.4 hectares are leasehold patents, 733.6
hectares are owned by the Brigus, 129.2 hectares are leased by Brigus, 360.8 hectares where Brigus has surface rights only and
123.3 hectares where Brigus has mineral rights but no surface rights.



None of the currently
defined reserves are subject to production royalties (although a portion of future production was sold pursuant to the Gold Stream
Agreement). However, the Company owns properties within the Black Fox Complex totalling 890.5 hectares that are subject to net
smelter return royalties, ranging from 2.0% to 3.25%, if there is production in the future from any reserves found on that property.



Access to both the
Black Fox Complex and the Mill is via Highway 101 East. The Black Fox Complex and its facilities are located on the south side
of Highway 101 East 11km east of Matheson and the Black Fox Mill is located on the North side of Highway 101, 20 km west of Matheson.
Supplies and services are available in Matheson or Timmins and can be delivered with a 12-hour turnaround. The primary industries
are forestry and mining, and Black Fox is located in a well established mining camp. Because of this, mining and exploration personnel
as well as equipment can be found locally for projects in the area. The historic Glimmer underground mine, formerly operated by
Exall Resources Ltd, (“Exall”), is located within the property boundaries. From 1997 until 2001, the Glimmer
mine produced approximately 210,000 ounces of gold from underground workings.



Page 18Brigus Annual Information Form 2011







Much of the old mine
infrastructure was upgraded in 2010 to facilitate mine development. New infrastructure to support open pit and underground mine
operations include buildings and structures, truck shop, laboratory, administration building, the firewater/ freshwater pump house,
and ancillary buildings.



The Black Fox Mill
is fed from an existing 27 kilovolt (kV) power line to the mill site. Power is distributed at the plant site from this 27 kV power
line, a 5 mega volt ampere (MVA), 4,160 volt (V), 3 phase, 60 hertz (Hz) distribution transformer.



Fresh water at the
Black Fox Complex is being supplied from a fresh water well. Water from dewatering of the complex mine is channelled to the mine
holding pond for recycling and or discharge through the Black Fox water treatment facility. Excess water is treated during the
spring and summer months for discharge to the environment through the water treatment system.



Black Fox – History



The Black Fox Complex
was first explored by Dominion Gulf in 1952 and then by Hollinger in 1962. In 1988, Glimmer Mine Inc. put together the property
package using a combination of crown (i.e. lands owned by the Canadian government) and private lands. In 1989, Noranda Exploration
Company Ltd. (“Noranda”) entered into a joint venture agreement with Glimmer. As a result of this agreement,
Noranda held a 60% interest in the property. During their ownership, Noranda merged with Hemlo Gold Mines Inc. (“Hemlo”).
Exall purchased the property from Hemlo in April 1996, obtaining an approximately 60% interest in the property with Glimmer retaining
40%.



In September 2002,
the Company purchased all of the real estate and related assets of the mine, which ceased operations in May 2001, from Exall and
Glimmer Resource Inc. (“Glimmer”) and renamed it “Black Fox”. The Company paid Exall and Glimmer
an aggregate purchase price consisting of Cdn$3.0 million in cash and an aggregate of 520,000 Common Shares (adjusted from the
former Apollo common shares). Pursuant to the terms of the acquisition, an additional Cdn$3.0 million was paid to Exall and Glimmer
on January 6, 2006.



On July 28, 2008, the
Company completed the acquisition from St Andrew of the former Stock Mine and Mill and related equipment, infrastructure, property
rights, laboratory and tailings facilities, located near Timmins, Ontario for a purchase price of Cdn$20.0 million and the refund
to St Andrew of its bonding commitment at the mill complex in the amount of approximately Cdn$1.2 million.



On November 6, 2007,
the Company leased from the Frederick William Schumacher estate the surface and mining rights to lease parcels 16262, 16265 and
16266 all in the township of Hislop. The properties were renamed Grey Fox. The terms of the lease are as follows:

| | i) | Term of 20 years, with extensions of 20 year period at the discretion of the Company
| | -- | ------------------------------------------------------------------------------------

| | ii) | Work commitment in the first 2 years of Cdn$1,000,000, which was fulfilled
| | --- | --------------------------------------------------------------------------

| | iii) | Annual lease payments of Cdn$100,000, until commercial production royalties exceed Cdn$100,000
per annum
| | ---- | --------------------------------------------------------------------------------------------------------

| | iv) | The royalty is a 3% net smelter return
| | --- | --------------------------------------



Page 19Brigus Annual Information Form 2011







On September 9, 2009,
the Company completed the acquisition of the Pike River property, contiguous to the southeast boundary of the Black Fox Mine and
the northwest boundary of the Grey Fox property.  The Pike River property was acquired from Newmont Canada Corporation
(“Newmont”).   Brigus paid Cdn$100,000 to Newmont and granted a perpetual 2.5% net smelter production
royalty to Newmont from the sale or other disposition of all materials produced from the Pike River property pursuant to a royalty
agreement, dated March 25, 2009, between Newmont and Brigus.  In addition, as further consideration, within 30 days following
the earlier of (i) the date that at least 500,000 ounces of gold equivalent minerals sufficient to be reported pursuant to Canadian
National Instrument 43-101 combined reserves (proven and probable) and resources (measured, indicated and inferred) are determined
to exist within the Pike River property, or (ii) the commencement of commercial production from any portion of the Pike River property,
Brigus shall pay an additional sum of Cdn$1 million to Newmont.  The royalty agreement also contains a first right to
negotiate in favour of Newmont pursuant to which, if Brigus wishes to option, joint venture, assign, transfer, convey or otherwise
dispose of its rights or interests in and to its Black Fox property (but excluding a corporate merger transaction), Brigus must
first notify Newmont of its intentions so that Newmont may consider a possible acquisition from Brigus of a portion or all of its
interest in the Black Fox property.



Map of the Black Fox Complex







Page 20Brigus Annual Information Form 2011







Black Fox – Mine and Mill Operations



Open Pit:

Open pit mining of
ore and waste at Black Fox is conducted 24 hours per day 7 days per week, subject to weather conditions, construction closures
and scheduled maintenance. Mining of ore and removal of overburden is performed by three excavators, six CAT 777 90-tonne haul
trucks and three drills in addition to ancillary equipment. This mining fleet averages approximately 30,000 tonnes per day (“tpd”)
ore and waste. The mining of ore is only done during daylight hours. Ore is crushed to -150 mm at the mine site and is transported
to the Black Fox mill by a fleet of contract road trucks.



The mine plan for Phase
2 of the open pit required the existing ventilation and services raise to be moved and replaced with a larger capacity facility.
In order to gain access to the open pit Phase 2 ore, Black Fox was required to remove 3,500,000 tonnes of alluvial overburden.
This task commenced in July 2010 and was completed in March 2011.



Underground:

In April 2011,
the Company terminated the underground development contract with Cementation Inc., and signed a contract with JSRedpath Ltd.
During 2012, 5,419.5 metres (“m”) of ramp and lateral development and 1,048.7 m of ore access development were
completed totalling 6,468.2 m for the year.



In July 2010, construction
of a new ventilation and services raise from surface down to the 235 m level commenced. The new ventilation and services raise,
which includes the secondary egress manway, was commissioned on March 1, 2011. The associated underground services, including fans,
heaters, compressed air and power supply enable efficient underground operations. Construction also included a new ramp of 494.7
m from the 235 m level to surface. This new infrastructure is capable of supporting future mine production.



Commercial production
from underground began in October 2011. A total of $25.9 million of capital expenditures were incurred in 2011. This spending related
to the development of the underground mine at Black Fox including new mining infrastructure and underground mining equipment.



Underground mining
is expected to reach a production rate of 800 tpd of ore by the end of the third quarter of 2012. The underground production rate
is expected to continue to ramp up to 1,000 tpd of ore by the end of 2012. Mining of underground ore is performed by the Company
using its own equipment and employees including four LHD units, two 50-tonne haul trucks, three production drills, three ground
support units, a grader and several pieces of support equipment.



Underground ore will
be produced using the cut and fill, long hole and narrow vein mining methods, accessed from a series of declines and five m by
five m ramps from the main ramp to surface. The underground portion of the Black Fox Mine is expected to extend from below the
existing open pit mine (near 200 m depth below surface) to approximately 500 m depth below surface. Ore access drifts were initially
developed at four m wide by four m high with stopes up to six m wide and four m high as development advances. As the Brigus management
team gains better understanding of the characteristics of the ore body, ore access drifts have been reduced in size to 3.5 m wide
by 3.5 m high. Where the ore width is more than six m, the mining method selected is a sill drift (six m wide by four m high) using
cemented rock fill. The secondary overhead cuts will be mined in a similar method but using uncemented rockfill when multiple pass
drift and fill is not required.



Ore Haulage:

Ore from the open pit
and underground mine is crushed to -150 mm at the mine site and is transported to the Black Fox Mill by a fleet of contract road
trucks.



Page 21Brigus Annual Information Form 2011







Mill:

The ore is stockpiled
at the mill site and fed via a conveyor system to the crushing circuit, with a crushing capacity to a maximum of 160 tonnes per
hour, where it is reduced from -150mm through three stages of crushing to -10mm. This crushed product is transferred to a 1,500
tonne fine ore surge bin. The ore is then fed into a grinding circuit at a planned rate of 2,000 tonnes per operating day through
two stages of closed circuit ball milling. Soluble gold is recovered by absorption upon granular activated carbon in CIC, CIL,
and CIP trains at an efficiency of 90% to 95%. Gold is removed from the carbon in a high temperature strip tank in a closed circuit
with electro-winning deposition. Gold plate is further refined by induction smelting and cast in 1,000 ounce moulds before shipment
to the refiner. After extraction of the gold, the ore is discharged into the tailing impoundment area.



Property, plant and
equipment at the mine consists of an administration office, change house facilities, workshop facilities, core sheds and surface
infrastructure for the underground mine (pumps, heating, etc). Property, plant and equipment at the Black Fox Mill consists of
an administrative office, electrical and mechanical shops, laboratory and a 2,000 tonnes per day mill for processing the Black
Fox ore.



All mill facilities
and equipment are in good working order. Within the mill property, there is also a permitted tailings compound. Both the Black
Fox Mine and Mill use power supplied by Hydro One. Currently the Mill is progressing on the optimization of the Mill, which is
on schedule to be completed in the second half of 2012.



The work being
done includes a Riffle table system installation which will assist with the collection of coarse gold and a new containment
area for leach tanks, two new 11 m x 14 m leach tanks, new loaded carbon screen, new sizing carbon screen, new MCC, and a
carbon fines recovery system.



Safety and Environment:

Brigus is committed
to providing a safe work environment for its employees, and the responsible stewardship of its environment. During 2011, the Black
Fox Mine and Mill reached 1,000,000 man-hours without a lost time injury.



In 2010 and 2011, Black
Fox was recognized by the Porcupine Northern Ontario Mines Safety Group with the Angus D. Campbell Trophy for the member mining
company with the lowest lost time accident frequency record.



Black Fox – Gold Sales and Production



Gold ounces sold during
the year ended December 31, 2011 were 57,001 ounces, including 50,897 being sold into the spot market at an average gold price
of $1,589 per ounce with the balance of 6,104 ounces delivered against the Sandstorm Gold Stream agreement at a realized price
of $1,072 per ounce, resulting in an average realized gold price for the year of $1,533 per ounce. This compares to sales of 69,922
ounces, including 52,729 ounces delivered into forward hedge contracts at an average realized gold price of $876 per ounce and
17,193 ounces sold at spot rates, at an average of $1,228 per ounce during 2010. All outstanding forward sales contracts were settled
at the end of 2010 and no new forward contracts were entered into by the Company during 2011. The total cash cost per ounce of
gold sold for the twelve months ended December 31, 2011 was $958 per ounce compared to $518 per ounce for the twelve months ended
December 31, 2010.



Page 22Brigus Annual Information Form 2011







During April 2011,
Phase 2 of the open pit reached commercial production. During the twelve months ended December 31, 2011, 10,220,532 tonnes of material
was mined from Phase 2 of the open pit of which 433,267 tonnes were ore tonnes, 4,849,506 tonnes were waste rock, 4,644,079 tonnes
were related to production stripping costs and 293,680 tonnes were related to Phase 2 overburden removal. This resulted in an operating
strip ratio of 10.4:1 compared to the year ended December 31, 2010 when 9,553,849 tonnes were mined from Phase 1, of which 792,482
tonnes was ore, resulting in a strip ratio of 7.0:1. In addition to the Phase 1 tonnes mined during 2010, an additional 3,199,435
tonnes of overburden material was removed in preparation for the mining of Phase 2 of the open pit. During 2011, as a result of
the adoption of IFRS, all costs associated with overburden removal and capital stripping related to the open pit were capitalized
to the mining property rather than expensed as incurred. In 2011, $16.3 million of production stripping costs were capitalized.



During the twelve months
ended December 31, 2011, the Black Fox mill processed 725,541 tonnes of ore (1,988 tonnes per day), at an average grade of 2.54
grams of gold per tonne and a recovery rate of 94%, achieving total gold production of 55,756 ounces, compared to 67,499 ounces
produced, during the twelve months ended December 31, 2010. The 17% decrease in gold production is a result of processing lower
grade development ore from the underground as well as low grade stockpiled ore to ensure 2,000 tpd mill throughput. The low grade
stockpiled ore was processed as ramp up of the underground mining operations was slower than expected during the year and only
reached commercial production in October 2011.



Black Fox – Sandstorm Gold Stream
Agreement



On November 9,
2010, Brigus entered into the Gold Stream Agreement with Sandstorm Resources Ltd. (“Sandstorm”) pursuant
to which Sandstorm agreed to purchase 12% of the gold production from the Black Fox Mine beginning in January 2011 and 10% of
future production from the Black Fox Extension covering a portion of the adjoining Pike River property (the “Gold
Stream”). Sandstorm made an upfront payment of $56.3 million of which Brigus used a portion to effectively settle
the balance of its forward gold sales contracts eliminating the obligation to deliver 99,409 ounces from October 2011 to
March 2013. As a result Brigus is an unhedged gold producer with no gold derivative contracts.



Sandstorm will also
pay Brigus ongoing per ounce payments of $500 subject to an inflationary adjustment beginning in 2013, not to exceed 2% per annum.
Brigus has the option, for a 24 month period, to reduce the Gold Stream Agreement to 6% of production from the Black Fox Mine and
4.5% of production from the Black Fox Extension for a payment of US$36.6 million.



Black
Fox – Mineral Reserves and Resources



The 2011 Black Fox
Technical Report also included the estimated reserves and resources statement for Black Fox at October 31, 2010, which was since
updated to reflect depletion from production from the end of October to December 31, 2010 and from December 31, 2010 to December
31, 2011. The year-end 2011 reserves and resources for Black Fox and consolidated totals are shown in the tables below.



At December 31, 2011,
Black Fox had approximately 0.8 million ounces of gold contained within 5.7 million tonnes at an average gold grade of 5.5 gpt
in Proven and Probable Reserves. The Company’s consolidated total Proven and Probable Reserves, including Black Fox and the
Goldfields Project, total 1.9 million ounces of gold contained within 28.0 million tonnes at an average gold grade of 2.2 gpt.



The Qualified Person
who reviewed the Reserve tables and footnotes for the Black Fox Mine is Andrew Mackenzie, P.Eng. of Wardrop, A Tetra Tech Company.
Tim Maunula, P.Geo. of Wardrop, A Tetra Tech Company is the Qualified Person for the Black Fox Mine Resource, Goldfields Box and
Athona Resources and the Grey Fox Resource tables and footnotes. Kyle Krushelniski, P. Eng. of March Consulting Associates is the
Qualified Person for the Goldfields Box Reserve tables and footnotes.



Page 23Brigus Annual Information Form 2011







Estimated Gold Mineral Proven and Probable
Reserves, as of December 31, 2011



|                  |  | Proven Reserves |           |  | Probable Reserves  |  |     | Proven & Probable Reserves | 
|----------------- |  | --------------- | --------- |  | ------------------ |  | --- | -------------------------- | 
|Property          |  | Tonnes          |           |  | Gold 
Grade
 (gpt) |  |     | Gold  (oz)5                | 
|Black Fox Mine1,2
|Open Pit          |  |                 |           |  |                    |  |     |                            | 
|Underground       |  |                 |           |  |                    |  |     |                            | 
|Stockpile         |  |                 | 164,000   |  |                    |  | 1.3 |                            | 
|Goldfields1,3    
|Box               |  |                 | 1,228,000 |  |                    |  | 1.9 |                            | 
|Athona            |  |                 |           |  |                    |  |     |                            | 
|Total             |  |                 | 1,392,000 |  |                    |  | 1.8 |                            | 



Estimated Gold Mineral Measured and Indicated
Resources, Including Reserves, as of December 31, 2011



|                  |  | Measured Resource |           |  | Indicated Resource |  |     | Measured & Indicated Resource | 
|----------------- |  | ----------------- | --------- |  | ------------------ |  | --- | ----------------------------- | 
|Property          |  | Tonnes            |           |  | Gold
Grade
(gpt)   |  |     | Gold  (oz)5                   | 
|Black Fox Mine1,2
|Open Pit          |  |                   |           |  |                    |  |     |                               | 
|Underground       |  |                   |           |  |                    |  |     |                               | 
|Stockpile         |  |                   | 164,000   |  |                    |  | 1.3 |                               | 
|Grey Fox1,4      
|147 Zone          |  |                   |           |  |                    |  |     |                               | 
|Contact Zone      |  |                   |           |  |                    |  |     |                               | 
|Goldfields1,3    
|Box               |  |                   | 858,000   |  |                    |  | 2.0 |                               | 
|Athona            |  |                   |           |  |                    |  |     |                               | 
|Total             |  |                   | 1,022,000 |  |                    |  | 1.9 |                               | 



Estimated Gold Mineral Resource as of December
31, 2011



|                |  | Inferred Resource |           
|--------------- |  | ----------------- | ----------
|Property        |  | Tonnes            |           
|Black Fox Mine2
|Open Pit        |  |                   | 638,000   
|Underground     |  |                   | 115,000   
|Grey Fox4      
|147 Zone        |  |                   | 4,898,800 
|Contact Zone    |  |                   | 565,700   
|Goldfields3    
|Box             |  |                   | 3,158,000 
|Athona          |  |                   | 1,406,400 
|Total           |  |                   | 10,781,900



1. The average gold grade for Proven and Probable Reserves
is adjusted for dilution while Measured and Indicated Resources is not. Contained metal in estimated reserves remains subject to
metallurgical recovery losses.



Page 24Brigus Annual Information Form 2011







2. Black Fox reserves and resources are based on US$1,150/oz
Au for 88% of production and US$500/oz Au for gold sold through the gold stream agreement from the NI 43-101 Technical Report prepared
by Wardrop, A Tetra Tech Company (Tetra Tech) January 2011. The Black Fox open pit reserves and resources are reported at a 0.88
gpt cut-off and the underground reserves and resources are reported at a 2.54 gpt cut-off. Estimated Black Fox reserves and resources
are shown as at December 31, 2011, net of mining depletion from the October 31, 2010 independent Technical Report.



3. Goldfields reserves and resources are based on CAD$1,250/oz
Au and 2% NSR. Goldfields' Box deposit's resources reflect a gold cut-off grade (COG) of 0.50 gpt and reserves reflect a COG of
0.72 gpt with a marginal COG of 0.33 gpt. Goldfields' Athona deposit’s resources reflect a COG of 0.50 gpt and reserves reflect
a COG of 0.72 gpt with a marginal COG of 0.33 gpt. The NI 43-101 Technical Reports for the Box and Athona deposits, which comprise
the Goldfields Project, were prepared by March Consulting Associates Inc., October 2011.



4. A gold price of US$1,250/oz and an exchange rate of US$1.00=C$1.00
was utilized in the gold cut-off grade calculations of 2.63 g/t for potential underground at the Contact Zone and 0.65 g/t for
potential open-pit 147 Zone mineral resources. Underground and open-pit mining costs, process costs and G&A costs were estimated
using experience gained from Brigus’ Black Fox mine. Process recovery was assumed at 95%.



5. Disclosure of "contained ounces" is permitted
under Canadian Regulations; however, the SEC permits resources to be reported only as in place tonnage and grade.



Black
Fox – Geology



The Black Fox deposit
sits astride the Destor-Porcupine Fault Zone and is open at depth and along strike to the southeast. Black Fox is being mined as
an open pit and underground mining operation. Black Fox commenced mining from the open pit in May 2009 and achieved commercial
production from the underground operations in October 2011.



The former Glimmer
underground gold mine operated on the Black Fox property over the period 1997-2001, and produced approximately 211,000 oz of gold
by contract milling. Underground mining extended to depths of approximately 200 m to 215 m below the surface before operations
were suspended due to low gold prices in May of 2001.



The Black Fox mineralization
is subdivided into three main domains based on the continuity and style of the mineralization. The first is called the “Main
Zone” and is delineated by the primary domain of shearing and mineralization. It is broader near surface reaching a maximum
true width of 150 m normal to strike and dip and narrows at depth. It averages approximately 80 m normal to strike and dip and
has currently been drill tested to 600 m below surface. Within the “Main Zone”, the mineralization occurs along both
a foliated fabric cut by discrete shear zones and as stockwork carbonate veining.



The second mineralization
domain is called the “Flow Zones”. This mineralization occurs as numerous sigmoid and lens shaped bodies completely
hosted within or adjacent to the “Main Zone”. The gold mineralization within these bodies has good geologic and grade
continuity. The rock is distinctive with strong foliation, pervasive shearing and can be correlated reasonably well between adjacent
drill holes.



The third mineralization
domain is High Grade (“HG”) Indicator Zone. This was a probabilistic approach to define the zones of mineralization
over an average gold grade of 2 grams per tonne (“gpt”). This HG Indicator Zone was constrained within the Main
Zone and overlapped at times on the Flow Zone. Each of the three mineralization domains was modeled independently.



Black Fox – Exploration



Beyond the known mineral
reserves and resources, upside potential exists for resource additions from ongoing exploration drilling at the Black Fox Complex
and Black Fox Mill property. The Black Fox ore body remains open at depth and along strike. Further potential is demonstrated by
ongoing drilling success at the Contact Zone gold deposit and the Gibson Zone, each located within the Black Fox Complex, within
3.5 km to the southeast of the mine.



Page 25Brigus Annual Information Form 2011







The Company began exploration
of the Black Fox mine site in 2003. The exploration drilling programs intersected significant gold mineralization in both near
surface and down-dip of the former Glimmer mine as well as along strike.



From 2003 to 2007,
the Company conducted a drilling program during which 504 surface core drill holes totalling 149,548 m and 396 underground holes
totalling 78,644 m were completed. The Company’s drilling supplemented the data from the 286 surface and 707 underground
drill holes drilled by the previous owners. In 2008 and 2009, the Company drilled 69 holes for a total of 13,651 m on the Grey
Fox and Pike River properties, which are adjacent to the Black Fox mine site.



The 2008 drilling program
of 16 core holes was successful in intersecting gold mineralization in rocks similar to the host rocks of the Black Fox ore on
the Destor-Porcupine Fault Zone. The Company called this north-south mineral structure the Contact Zone. The 2008 drilling program
also hit very high grade gold mineralization in a silicified breccia within the Contact Zone.



The 2009 drilling program
completed 53 holes at the Contact Zone and the Grey Fox and Pike River properties. Drilling results continued to show gold mineralization
continuity in multiple shallow, mineralized zones.



In December 2010, Brigus
discovered the 147 gold zone located approximately 400 m to the south of the Contact Zone on the Grey Fox property. The 2010 exploration
drilling program completed 69 drill holes (26,805 m) at the Grey Fox and Pike River properties that included 34 drill holes (12,703
m) on the Contact Zone, 14 drill holes (5,123 m) on the Gibson deposit/shear, 3 drill holes (1,503 m) on the Grey Fox South Zone,
11 drill holes (4,336 m) on the Hislop North target and 7 drill holes (3,139 m) on the 147 Zone. Drilling results continued to
show gold mineralization continuity in multiple mineralized zones on the Contact Zone and the newly discovered 147 Zone. A helicopter,
high-resolution, magnetic geophysical survey was completed during September 2010 covering the 17-square km Black Fox Complex. In
addition, line cutting at the Black Fox Complex was completed in September, 2010 in preparation for the advanced Quantec Titan
24 IP geophysical system survey. The Titan survey was completed in October 2010.  The purpose of the two surveys is to detect
conductive mineralization, disseminated mineralization, alteration, structure and geology resulting in the identification of prospective
drill targets. Final geophysical survey reports were delivered in December 2010.



The 2011 exploration
drilling program completed 247 drill holes (92,273 m) at the Grey Fox and Pike River properties that included 79 drill holes (27,881
m) on the Contact Zone, 28 drill holes (8,798 m) on the Gibson deposit/shear, 2 drill holes (883 m) on the Grey Fox South Zone
and 138 drill holes (54,710 m) on the 147 Zone. Drilling results continued to show gold mineralization continuity in multiple shallow,
mineralized zones on the Contact Zone and the newly discovered 147 Zone.



Apart from the Black
Fox mine deposit mineralization, the majority of known gold mineralization defined to date at the Black Fox Complex occurs within
the Contact Zone and 147 Zone on the Grey Fox-Pike River properties located about 3.5 km southeast of the Black Fox Mine. Drilling
by Brigus in 2008, 2009, 2010 and 2011 on the Contact Zone highlighted the potential for significant gold resources with the possibility
of underground mining. The Contact Zone consists of a steeply dipping mineralized fault contact between the north-south trending
metasediments and mafic volcanic rocks, and two other parallel mineralized zones. Following drilling completed in 2011, the Contact
Zone has been extended for at least 1,200 m, however the core zone of gold mineralization of interest is approximately 450 m in
strike length and remains open to north and at depth. The general dip of the feature is 78 degrees to the east with horizontal
widths varying from 3.5 m to 35 m. Most of the 2009 to 2011 drilling was relatively shallow, concentrated within 200 m of bedrock.
Drilling by Brigus in 2010 and 2011 on the 147 Zone highlighted the potential for significant gold resources with the possibility
of open pit and underground mining scenarios. The 147 Gold Zone is hosted by a north trending, steeply east dipping variolitic
basalt (Tisdale assemblage). The core zone of gold mineralization occurs over an approximate 275 m north-south direction strike
and dips at approximately 75 degrees to the east. (figure 7). The mineralized zone has been traced from the top of the bedrock
to a drilled vertical depth of at least 400 meters. The mineralization occurs in association with breccia veins, crustiform veining
and thin quartz-carbonate matrix cataclastic-hydrothermal breccias. Overall mineralization style is brittle compared to other deposits
in the region, and the crustiform textures are reminiscent of high level epithermal mineralization



Page 26Brigus Annual Information Form 2011







On December 15, 2011,
the Company released an initial National Instrument 43-101 (“NI 43-101”) compliant, independent mineral resource estimate
prepared by Tetra Tech Wardrop of Toronto for the 147 and Contact zones on the Black Fox Complex. Highlights of the initial resource
estimate include:



|Zone    |  | Indicated ounces |         |  | Inferred ounces |  |         | Total ounces | 
|------- |  | ---------------- | ------- |  | --------------- |  | ------- | ------------ | 
|147     |  |                  | 43,820  |  |                 |  | 351,910 |              | 
|Contact |  |                  | 72,890  |  |                 |  | 107,510 |              | 
|TOTAL   |  |                  | 116,710 |  |                 |  | 459,420 |              | 



The reported mineral
resource estimates reflect resource values which include calculated cut-off grades of 2.63 grams per tonne (“g/t”)
of gold for a potential underground mine at the Contact Zone and 0.65 g/t of gold for an initial open pit mine at the 147 Zone.



147 Zone (0.65 g/t Au cut-off) and
Contact Zone (2.63 g/t Au cut-off)

NI 43-101 Mineral Resource Estimate



|RESOURCE       |  |                       |  | Cut-Off      |  |  |         |  | Gold Grade |        |       |  | 
|-------------- |  | --------------------- |  | ------------ |  |  | ------- |  | ---------- | ------ | ----- |  | 
|CLASSIFICATION |  | GRADEGROUP            |  | Tonnes       |  |  | g/t     |  |            | Ounces |      
|Indicated      |  | Potential Underground |  | >2.63 g/t Au |  |  | 323,800 |  |            |        | 6.991 |  | 
|               |  | Potential Open Pit    |  | >0.65 gt/Au  |  |  | 543,300 |  |            |        | 2.505 |  | 
|               |  |                       |  | TOTAL        |  |  | 867,100 |  |            |        | 4.180 |  | 



|RESOURCE       |  |                       |  | Cut-Off      |  |  |           |  | Gold Grade |        |       |  | 
|-------------- |  | --------------------- |  | ------------ |  |  | --------- |  | ---------- | ------ | ----- |  | 
|CLASSIFICATION |  | GRADEGROUP            |  | Tonnes       |  |  | g/t       |  |            | Ounces |      
|Inferred       |  | Potential Underground |  | >2.63 g/t Au |  |  | 565,700   |  |            |        | 5.902 |  | 
|               |  | Potential Open Pit    |  | >0.65 gt/Au  |  |  | 4,898,800 |  |            |        | 2.231 |  | 
|               |  |                       |  | TOTAL        |  |  | 5,464,500 |  |            |        | 2.611 |  | 



1) Mineral resources, which are not
mineral reserves, do not have demonstrated economic viability.

2) The quantity and grade of reported
Inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred
resources as an Indicated or Measured mineral resource and it is uncertain if further exploration will result in upgrading
them to an Indicated or Measured mineral resource category.

3) CIM definitions and guidelines were
followed for mineral resources.

4) The resource was estimated using
Gemcom version GEMS 6.3.1. The database used for the estimate comprised diamond drill core composites and assays. All samples
were collected by Company personnel. A top cut of 100 g/t was applied to assay grades prior to compositing grades for interpolation
into model blocks using Inverse Distance Weighting Squared and was based on 1.5 m composites within a 3m long x 3m wide x 3m
high block model. Ordinary kriging and nearest neighbor interpolation were also used for grade estimation and validation. The
inverse distance grade model was felt to best represent the continuity and distribution of the gold grade based on the
current geological model.

5) A bulk density of 2.90 t/m3 was used
for all tonnage calculations.

6) A gold price of US$1,250/oz and
an exchange rate of US$1.00=C$1.00 was utilized in the gold cut-off grade calculations of 2.63 g/t for potential underground
and 0.65 g/t for potential open-pit mineral resources. Underground and open-pit mining costs, process costs and G&A costs
were estimated using experience gained from Brigus’ Black Fox mine. Process recovery was assumed at 95%.

7) See “Cautionary Note to U.S.
Investors Concerning Estimates of Mineral Indicated and Inferred Resources” at the beginning of this document.



Page 27Brigus Annual Information Form 2011







Senior Exploration
Project Manager John A. Dixon, P. Geo., reviewed the above technical exploration information as the Qualified Person for the Company.



Black Fox – Environmental and
Regulatory Considerations



Brigus’ mining,
exploration, development and production activities are subject to extensive regulation at the federal, provincial and local levels
in the countries in which the Company operates. These regulations relate to, among other things, prospecting, development, mining,
production, exports, taxes, labour standards, occupational health, waste disposal, protection of the environment, mine safety,
hazardous substances and other matters. These laws are continually changing and, in general, are becoming more restrictive.



The Company has made,
and expects to make in the future, significant expenditures to comply with such laws and regulations. Changes to current local,
state or federal laws and regulations in the jurisdictions where the Company operates could require additional capital expenditures
and result in an increase in the Company’s operating and/or reclamation and closure costs. Although the Company is unable
to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the
economics of our projects.



At the Black Fox Mine
and Mill, the primary enabling environmental permits necessary for the continuing development and operation of the mine and mill
include:



| | · | Permit to Take Water – for the withdrawal
of surface or ground water quantities in excess of 50 m3/day – including mine underground or open pit dewatering.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Certificate of Approval/Air – for
treatment and discharge of emissions to air, including management of dust and noise in emissions.
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| | · | Certificate of Approval/Industrial Sewage
Works – for collection, treatment, and discharge of wastewaters.
| | - | ----------------------------------------------------------------------------------------------------------

| | · | Approved Closure Plan including posting
of financial assurance for closure.
| | - | ---------------------------------------------------------------------------



The Black Fox operations
are fully permitted. The mine and mill were previously under separate ownership and, therefore, the facilities were permitted separately.
The permits for these facilities were acquired with the properties and have been amended as the operations have evolved, maintaining
the separate permitting for the sites.



Applicable regulatory
authorities have approved closure plans for the Black Fox Mine and Mill. The closure plan at the mill includes provision for five
years water treatment following the completion of mining activities. To the best knowledge of the Company, neither the Black Fox
mine nor the mill has any known legacy environmental liabilities.



Black Fox – First Nations Considerations



Brigus is committed
and works diligently to maintain positive, cooperative and a mutually beneficial relationship with the local First Nations community
and all of its neighbours in the community around the Black Fox Complex and mill. The local First Nations community comprise the
Wahgoshig First Nations of Ontario (“Wahgoshig”).



The Company recognizes
the unique cultural, developmental, educational, training and employment needs, land use and environmental interests of the Wahgoshig.
On June 3, 2011 the Company signed an Impact Benefit Agreement (“IBA”) with the Wahgoshig. The IBA provides
a framework for how the parties work together during the construction, development and operations of the Black Fox Complex and
mill.



Page 28Brigus Annual Information Form 2011









| | 2. | Other Properties
| | -- | ----------------



Goldfields Project, Saskatchewan



Goldfields – Property Description
and Location



The Company owns a
100% interest in the Goldfields Project located on the north shore of Lake Athabasca in the northwestern portion of Saskatchewan,
Canada.



Location Map of the Goldfields Project,
Saskatchewan







The Goldfields property
is situated approximately 55 km south of the Saskatchewan and Northwest Territory boundary and approximately 75 km east of the
Saskatchewan and Alberta boundary. The property forms a rough triangle approximately 23.3 km southwest, 17.6 km northeast and 23.3
km southeast of Uranium City, Saskatchewan.



Page 29Brigus Annual Information Form 2011







Both the Box and Athona
deposits are envisioned as large tonnage, open pit mining operations, using a central 5,000 tpd mill processing facility. The two
deposits are approximately two km apart. The Box deposit is located on a peninsula west of Neiman Bay on Lake Athabasca. The Athona
deposit is located approximately 0.6 km southeast of Neiman Bay.



The Goldfields property
consists of 31 contiguous mining claims plus five mining leases, covering 25,685 hectares in the Beaverlodge Lake area in the Northern
Mining District of Saskatchewan.



Franco-Nevada Corporation
has a 2% NSR for the Box and Athona deposits. The royalty covers an area of interest of 16 kms extending inward from the external
property boundaries of the Box property, Athona property, Fish Hook Bay property and the Nicholson Bay property.



The Box area is also
subject to a 1.5% NSR on all production beneath 50 m below the mean sea level on the original Cominco mining claims. This royalty
does not apply to the current Box mine plan since it is above the minus 50 m below sea level elevation.



Access to the Goldfields
project site is via a network of gravel and dirt roads from Uranium City with one branch leading to the former Box mine site. Uranium
City is serviced by regular scheduled flights originating from Saskatoon. Charter air service is also available from the northern
communities of Prince Albert, La Ronge and Stony Rapids. Heavy equipment and supplies may be transported by barge service operating
from Stony Rapids, Saskatchewan to the communities along the shore of Lake Athabasca from mid-May to early October.



Proposed mine development
and future mill processing would use water from surrounding bodies of water.



Electric power for
the Goldfields site will be supplied by SaskPower via an existing power line and right of way.



Goldfields – History



The Goldfields property
derived its name from the former mining town of Goldfields located between the historic Box gold mine to the west and the historic
Athona gold mine to the southeast. Gold was first discovered in Saskatchewan in the North Saskatchewan River near Prince Albert
in 1859. Saskatchewan began producing gold in small quantities in the early 1900s and possibly earlier from panning and dredging
operations on the North Saskatchewan River and its tributaries.



On June 27, 1939, the
historic Box mine went into production at a low tonnage after reported expenditures of Cdn$4,000,000. The milling rate stepped
up to over 1,200 tpd in December 1939. The first gold brick (then worth Cdn$30,000) was poured on August 15, 1939. A total of 8,000
ounces of gold (then valued at Cdn$288,000) was produced at an operating cost of $1.81 per tonne in 1939. During 1940, the milling
rate averaged 1,400 tpd and it is believed that the mine was only marginally profitable. The historic Box mine shut down in 1942.
During its life, the historic Box mine produced 64,066 ounces of gold from 1.29 million tonnes of ore at an average grade of 1.54
gpt.



In the late 1980s, there was significant
gold exploration in the province. In 1987, Lenora Exploration Ltd. and Mary Ellen Resources Ltd. (later to become GLR), jointly
optioned the Box and Athona properties. Between 1987 and 1994, additional drilling was completed by GLR.



Page 30Brigus Annual Information Form 2011







On August 20, 2009,
the Company completed the acquisition of a 100% interest in the Goldfields Project from GLR. The Company paid GLR Cdn$5.0 million
in cash and issued 727,272 common shares of a predecessor company, Linear, then valued at Cdn$1.95 per Linear share, as consideration
for a 100% interest in the Goldfields Project assets. In addition to the cash payment and shares issued, the Company assumed equipment
construction contracts previously entered into by GLR.



On January 25, 2011,
Brigus and GLR reached an agreement regarding the reimbursement by Brigus to GLR in connection with certain equipment originally
ordered by GLR for the Company’s Goldfields Project. Pursuant to the agreement, the Company issued 1,396,134 common shares
of Brigus to GLR and made three $20,000 cash payments in 2011.



Goldfields – Technical Reports



In September 2009,
Bikerman Engineering & Technology Associates, Inc. (“Bikerman”) completed an updated NI 43-101 Technical
Report for the Box deposit, initially dated June 2007 and revised on May 12, 2008 (“Box-Goldfields Technical Report”).
Bikerman also completed a pre-feasibility study in a NI 43-101 Technical Report of the Athona deposit dated September 25, 2009
(“Athona-Goldfields Technical Report”). Bikerman had previously produced NI 43-101 technical reports for the
previous owner of the project.



Subsequently, the Company
has completed a further review of the capital and operating cost estimates included in the Box-Goldfields Technical Report, adjusting
for increased industry costs, potential changes in scope, and changes to the currency exchange rates, which while not conclusive,
indicate that costs may exceed the estimates provided in the reports and accordingly could impact the value of the project.



In
the fourth quarter of 2010, the Company retained March Consulting Associates Inc. and Wardrop to complete additional engineering
and design work and an updated resource model. The work was completed in the fourth quarter of 2011 and compiled in the technical
report entitled "Brigus Gold Corp. Goldfields Project National Instrument 43-101 Technical Report Pre-feasibility Study"
(2011 Goldfields Technical Report) dated October 6, 2011.



2011 Goldfields Technical Report Highlights



| | · | Mine life of 13 years (including both
Box and Athona deposits) based on existing reserves of 1,020,000 ounces of gold at an average gold grade of 1.97 grams per tonne
(gpt) over the first 7 years and 1.42 gpt over the life of the mine.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Processing rate of 1,825,000 tonnes per
year (5,000 tonnes per day (tpd)) and a recovery rate of 91% for the Box deposit and 89% for the Athona deposit.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Average cash operating costs of $601 per
ounce with a break-even gold price of approximately $1,000 per ounce.
| | - | --------------------------------------------------------------------------------------------------------------



| | · | Capital costs of approximately $160 million
(leased mining fleet not included).
| | - | -------------------------------------------------------------------------------



| | · | NPV of $144.3 million at a 5% discount
rate with an IRR of 19.6% and a payback period of 5 years assuming a gold price of $1,250 per ounce.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | · | At $1,500 per ounce of gold, the NPV for
the project increases to $300 million with an IRR of 32%.
| | - | --------------------------------------------------------------------------------------------------



Page 31Brigus Annual Information Form 2011







| | · | Average annual production of approximately
100,000 ounces per year during the first seven years.
| | - | ------------------------------------------------------------------------------------------------



| | · | The Environmental Impact Statement (EIS)
has been submitted and approved. Therefore no permitting delays are anticipated.
| | - | -------------------------------------------------------------------------------------------------------------------------



Goldfields – Mineral Reserves
and Resources



The Goldfields Project’s
estimated gold mineral reserves and resources from the Box-Goldfields Technical Report and Athona-Goldfields Technical Report are
summarized in the table below.



|2011 Goldfields Technical Report Estimated Gold Mineral Reserves and Resources |  | Ore (t) |            |  | Grade (gpt) |  |       | Gold (oz) | 
|------------------------------------------------------------------------------ |  | ------- | ---------- |  | ----------- |  | ----- | --------- | 
|Box Mine Proven + Probable                                                     |  |         | 16,502,247 |  |             |  | 1.508 |           | 
|Athona Deposit Proven + Probable                                               |  |         | 5,830,798  |  |             |  | 1.172 |           | 
|Total                                                                          |  |         | 22,333,045 |  |             |  | 1.420 |           | 

The average gold grade
for Proven and Probable Reserves is adjusted for dilution while Measured and Indicated Resources is not. Contained metal in estimated
reserves remains subject to metallurgical recovery losses. Goldfields reserves and resources are based on CAD$1,250/oz Au and 2%
NSR. Goldfields' Box deposit's resources reflect a gold cut off grade (COG) of 0.50 gpt and reserves reflect a COG of 0.72 gpt
with a marginal COG of 0.33 gpt. Goldfields' Athona deposit’s resources reflect a COG of 0.50 gpt and reserves reflect a
COG of 0.72 gpt with a marginal COG of 0.33 gpt. The NI 43-101 Technical Reports for the Box and Athona deposits, which comprise
the Goldfields Project, were prepared by March Consulting Associates Inc., October 2011.



The Goldfields Project
includes 22,333,045 tonnes of ore at an average gold grade of 1.420 gpt for a total of 1,020,000 ounces of gold. Total waste rock
moved from the project is 81,651,910 tonnes over the 13 year life of mine (LOM) resulting in a strip ratio of 4.56 at Box and 1.10
at Athona.



Mill feed is planned
at 1,825,000 tonnes per year for a 5,000 tonne per day average throughput. During the first seven years, gold production will average
100,000 ounces per year with an overall gold recovery of 91% for the Box deposit and 89% for the Athona deposit.



Goldfields – Geology



The Goldfields property
lies within the Western Craton Tectonic Zone of the Churchill Structural Province. The Western Craton mainly consists of Archean
basement, Lower Proterozoic granite plutons and migmatites, and remnants of both Archean and Early Proterozoic supracrustal belts.
The project area falls within the Nevins Lake Block, a geological terrane represented mostly by supracrustal rocks that host a
number of discrete granite plutons. The Box deposit is hosted by a granitic sill-like body, the Box Mine Granite (BMG) contained
within a series of meta-sedimentary lithologies. These rocks have undergone two metamorphic and deformational events. In the first,
metamorphism reached amphibolite facies and deformation produced a dominant regional fabric, sub-parallel to original bedding.
Partial melting occurred in certain units, producing migmatites with associated growth of feldspar-quartz porphyroblasts. Later,
regressive, greenschist facies metamorphism corresponded with deformation of the earlier foliation. The deposit lies on the north
western limb of a major syncline (the Goldfields syncline) which, together with associated minor folds, was produced during this
later deformational event. The area that immediately surrounds the Box deposit, referred to as the Greater Beaverlodge area, hosts
a wide variety of mineralization that supported one former gold mine, 14 former uranium mines, and contains a large number of gold,
platinum group, and uranium deposits and occurrences. Most of the gold occurrences in this region are located within the Nevins
Lake Block granites; the most favourable intrusives appear to be smaller, highly fractured, sill-like bodies.



Page 32Brigus Annual Information Form 2011







Box Deposit



The Box deposit is
a complex of auriferous quartz vein sets infilling fractures caused by several shearing and faulting events.  The host rock
is composed of a suite of metasedimentary lithological units, which has been subjected to various alteration processes common to
hydrothermal fluid migration.



The Box ore body is
contained in a predominantly red granitic sill-like body 760 m long and averaging 55 m wide. This body and enclosing rocks strike
northeast and dip 42° to the southeast and is located on the northwestern limb of the Goldfields syncline.



The ore minerals occur
in the vein quartz and, to a much lesser extent, in the granite. Native gold is comparatively rare. It is not uniformly distributed
through the granitic body but forms higher grade ore along the hanging wall. Gold occasionally occurs along chlorite-lined fractures
in the granite and is locally conspicuous along similar fractures in the albitite pipe. Sulphide minerals form approximately 3
percent of the ore. Pyrite is the most predominant sulphide.



Athona Deposit



The gold bearing zones
at the Athona Mine are from west to east: the eastern portion of the West Mine Granite, the Athona Mine Granite, the Pond Zone
and in a prominent en echelon and bouginage quartz vein system of the East Zone.  The historical underground mine development
was concentrated in the western portion of the Athona Mine Granite and the eastern quartz vein systems (H, I, J, K veins) on the
125 and 250 foot levels.  The Athona West Granite (AWG) is a medium to coarse grained, reddish hematitic altered granite,
dipping moderately westwards, containing fracture filling quartz veining within the footwall sheared contact or mylonite zone. 
The unit is underlain by the central gabbroic to amphibolitic intrusive which separates the AWG from the Athona Mine Granite (AMG).
The AMG is porphyroblastic with similar amounts of potassium feldspars and plagioclase.  This unit may represent a complex
multi-intrusive with variable composition or a metamorphosed sequence of sedimentary lithologies. The auriferous sulphides
are contained within the AMG and in the fracture/shear zone filled with quartz veins trending N020oE and dipping 80o west. 
The sulphides are less than 1% fine grained pyrite, trace amounts of galena and sphalerite with minor amounts of pyrrhotite. This
zone appears to be shallow dipping to the west and is underlain by a thin gabbroic sill, which separates a deeper, coarse-grained
granite locally termed "Tombstone granite".  The Pond Zone appears very similar to that of the Athona Mine
Granite. The major quartz vein systems containing the H, I, J and K veins are located at or near the eastern extent of the AMG. 
The veining has been traced from surface to below the second level and for a strike length of approximately 100 m.  The vein
set is a combination of en echelon and boudinage veins trending approximately N010°E and dipping 72° east.  Further to the
southeast, a parallel to sub-parallel vein sets, L and M veins, appear to be contained within a north-northeast shear/fault zone.



Goldfields – Exploration



The Box and Athona
Deposits are both large multi-million tonne open pit type of deposits, located on the western flank and near the nose of the Goldfields
syncline. Both deposits have potential for increased open pit gold resources and there is good potential for higher grade gold
mineralization, which may be suitable for underground mining methods, below the proposed open pit designs.



Page 33Brigus Annual Information Form 2011







The
principle objective of the Box mine drilling program in 2010 wasto test the continuity and gold mineralization of
the Box ore zone below the bottom level of the proposed design of the open pit. Drill holes, B10-303, 304, 305, 306 and 307 (five
holes totalling 1,300 m drilled), were targeted to intersect the down dip extension of the Box Deposit ore zone at approximately
50 to 60 m down dip from the bottom level of the proposed open pit. Historical high-interest gold results were returned from limited
drilling, as reported by GLR Resources Inc. (“GLR”) during 2007, which include:



| | · | Hole B07-292, which returned 2.13 gpt over an estimated true width of 47.81 m, including 8.37
                                                                                                               gpt over 8.60 m (zone intersected about 130 m down dip from the bottom level of the proposed open pit); and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Hole B07-294, which returned 6.32 gpt over an estimated true width of 16.72 m, including 11.47
gpt over 8.80 m (zone intersected about 130 m down dip from the bottom level of the proposed open pit); and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Hole B07-296, which returned 2.54 gpt over an estimated true width of 23.76 m, including 5.57 gpt
over 7.90 m (zone intersected about 60 m down dip from the bottom level of the proposed open pit).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The 2010 Box holes
drilled to test for gold mineralization below the limits of the proposed open pit returned significant gold values over wide widths
from sampling of the Box Mine Granite (BMG) and the hanging wall gneiss returned significant gold values. These are summarized
below:



| | · | Hole B10-303, which returned 2.28 gpt
over an estimated true width of 29.1 m, including 3.87 gpt over 14.1 m; and
| | - | -----------------------------------------------------------------------------------------------------------------

| | · | Hole B10-304, which
returned2.52 gpt over an estimated true width of 41.7 m, including 6.84 gpt over 13.9 m; and
| | - | ----------------------------------------------------------------------------------------------------------------

| | · | Hole B10-305, 1.68 gpt over an estimated
true width of 6.0 m, and 0.51 gpt over 6.0 m; and
| | - | ------------------------------------------------------------------------------------------

| | · | Hole B10-306, 1.16 gpt over an estimated
true width of 45.1 m, including 2.61 gpt over 16.0 m; and
| | - | --------------------------------------------------------------------------------------------------

| | · | Hole B10-307, 0.72 gpt over a width of
21.0 m, including 2.62 gpt over 4.0 m.
| | - | -----------------------------------------------------------------------------



The five hole drilling
program at Box was successful in upgrading the possibility of significantly adding ounces to the resource base which with further
confirmation drilling may be brought into the mine plan by deepening the current proposed depth of the open pit.



A 56 line-km Induced
Polarization (IP) and Resistivity (DCIP) survey using the advanced Quantec Geoscience Titan 24 geophysical system was completed
on February 19, 2010. The Titan 24 geophysical system acquires high-resolution results to depths of approximately 700 m. Brigus’
program was designed to identify new gold mineralized systems near the Box and Athona gold deposits. The survey covered an area
of 13 square km and final data processing and modeling results were delivered in March, 2010. The results identified a number of
target anomalies including the Box deposit showing chargeability and/or resistivity anomalies.



In 2010 a total of
11 drill holes, for a total of 2,371 m drilled, tested IP geophysical targets and geological structures. Results from the drill
holes are:



| | · | Hole F10-001, which returned 0.47 gpt
over a width of 4.0 m, including 1.22 gpt over 1.0 m; and
| | - | -----------------------------------------------------------------------------------------------

| | · | Hole A10-212, which returned 0.43 gpt
over a width of 25.4 m, including 0.73 gpt over 9.4 m; and
| | - | ------------------------------------------------------------------------------------------------

| | · | Hole B10-314 which returned 0.55 gpt over
a width of 12.0 m; and
| | - | ----------------------------------------------------------------

| | · | No interesting gold results were returned
from IP target drill holes A10-213, FR10-002 and B10-308 to B10-313.
| | - | --------------------------------------------------------------------------------------------------------------



Page 34Brigus Annual Information Form 2011







In 2011 a total of
23 drill holes, for a total of 4,441 m drilled, were completed. The drilling was designed to test the continuity of the Box Mine
Deposit (BMG) below the proposed pit as well as to recover core within the proposed BMG pit for further metallurgical testing.
Four of the holes were drilled for geotechnical pit wall studies at Box and four of the holes were drilled into the Athona deposit
for further metallurgical testing. Gold assay highlights include:



| | · | Hole F1-315, which returned 2.29 gpt over
a width of 29.0 m below the proposed pit; and
| | - | ---------------------------------------------------------------------------------------

| | · | Hole B11-316, which returned 1.24 gpt
over a width of 82.3 m, including 3.33 gpt over 24.0 m below the proposed pit; and
| | - | ------------------------------------------------------------------------------------------------------------------------

| | · | Hole B11-321 which returned 1.07 gpt over
a width of 40.5 m within the proposed pit; and
| | - | ----------------------------------------------------------------------------------------

| | · | Hole B11-322 which returned 5.81 gpt over
a width of 37.8 m within the proposed pit; and
| | - | ----------------------------------------------------------------------------------------

| | · | Hole B11-324 which returned 2.41 gpt over
a width of 46.6 m within the proposed pit.
| | - | ------------------------------------------------------------------------------------



Map of Drill Targets from
Known Gold Occurrences at the Goldfields Project







In addition to the
known Box and Athona deposits, there are several attractive targets for follow up. The Frontier Adit gold occurrence, located about
one km north of the Box deposit, is a narrow vein, higher grade style of gold mineralization. The Golden Pond gold occurrence,
located three km to the northeast of the Box deposit, includes 1988 and 1995 drill hole results reported by the previous owner
of up to 5.07 gpt over 15.0 m and 16.5 gpt over 13.6 m.



Page 35Brigus Annual Information Form 2011







These and other gold
occurrences line up in distinct northerly and north-easterly trends related to and controlled by complex structural events. All
gold deposits and occurrences discovered to date are outcrops and were discovered through historical, rudimentary surface prospecting.
There is potential for continued discovery of new mineralized systems near the Box and Athona Gold Deposits and within the greater
Goldfields Project area.



Senior Exploration
Project Manager John A. Dixon, P. Geo., reviewed the above technical exploration information as the Qualified Person for the Company.



Goldfields – Environmental and
Regulatory Considerations



The Company has an
approved Environmental Impact Statement and has been working closely with regulatory agencies. Should the Company make a positive
development decision on the Goldfields Project, the Company will need to acquire a number of construction and road building permits
to proceed.



The Goldfields Project
is under the jurisdiction of both Canadian federal and provincial regulatory agencies. The Environmental Assessment Branch of the
Saskatchewan Environment & Resource Management (SERM) ministry is empowered to regulate the operation of this project under
the terms of “The Environmental Assessment Act”. Additionally, the Department of Fisheries and Oceans (DFO), under
the terms of the Aquatic Habitat Protection Permit, maintains jurisdiction as a regulatory agency.



The Company anticipates
that water quality parameters, as defined by the “Metal Mining Effluent Regulations” (MMER), of the Federal Fisheries
Act, will define the discharge parameters for effluents generated by the future operations.



In order to simplify
and facilitate the environmental review process, under the terms of Canada- Saskatchewan Agreement on Environmental Assessment
Cooperation, the Ministry of Environment (Saskatchewan) is designated as the Coordinating Regulatory Agency. In its role as coordinator,
the Ministry of Environment (Saskatchewan) assesses the applicant’s potential impacts on the environment and subsequently
solicits the participation of the appropriate regulatory agencies in the review process.



| | 3. | Exploration Joint Venture and Royalty Interest
| | -- | ----------------------------------------------



Ixhuatán Project, Mexico



On October 18, 2011,
the Company announced that it had received regulatory approval and completed its previously announced transaction with Cangold
Limited. The terms of the transaction provide Cangold with the option to acquire a 75% interest in Brigus’ Mexican subsidiary
that owns the Ixhuatán gold project, an advanced exploration stage project located in Chiapas, Mexico. Pursuant to the terms
of the transaction, Cangold paid Brigus Cdn$1.0 million and issued the Company 6.0 million Cangold shares when regulatory approval
was received. Cangold is required to pay Brigus Cdn$1.0 million and issue 6.0 million Cangold shares by October 18, 2012 and an
additional Cdn$3.0 million and issue 4.0 million Cangold shares by October 18, 2013.



To exercise its option
and acquire a 75% interest in the Ixhuatán project, Cangold is required to pay Brigus Cdn$5.0 million and issue 4.0 million
Cangold shares and complete an independent third-party feasibility study on the Campamento Deposit within 36 months. Following
Cangold’s exercise of the purchase option, Cangold and Brigus will hold 75% and 25% interests, respectively, and will be
responsible for their pro-rata costs in jointly developing the Ixhuatán deposit. Brigus will retain a 2% Net Smelter Return
royalty over the project and upon commencement of commercial production will receive a payment of Cdn$5.00 per ounce of gold in
the Proven and Probable category included in the feasibility study.



Page 36Brigus Annual Information Form 2011







Dominican Republic Projects



On May 25, 2011, the
Company announced that it had signed a letter of intent with Everton whereby Everton can acquire the Company’s remaining
interest in the Ampliación Pueblo Viejo, Ponton and La Cueva concessions in the Dominican Republic. On September 29, 2011
the option agreement for the sale was signed by both parties. On December 23, 2011, Brigus and Everton revised the option agreement.



The revised agreement
requires Everton to issue 15.0 million treasury common shares to Brigus to acquire the option. Pursuant to the option, Everton
can acquire Brigus’ remaining interest in the Concessions by paying Brigus Cdn$0.5 million in four installments and an additional
Cdn$0.5 million in cash or common shares with a value of $0.5 million by May 31, 2012. Brigus will also receive a sliding Net Smelter
Return royalty on the Concessions equal to 1.0% when the price of gold is less than US$1,000 per ounce, 1.5% when the price of
gold is between US$1,000 and US$1,400 per ounce and 2% when the price of gold is above US$1,400 per ounce.



Everton will also issue
Brigus a promissory note equal to the greater of Cdn$5.0 million or 5.0 million common shares of Everton. The promissory note will
be subject to the completion of a NI 43-101 compliant measured and indicated resource estimate on the Concessions of a minimum
of one million ounces of gold equivalent (at an average grade of 2.5 gpt or higher for Ampliación Pueblo Viejo and 1.5 gpt
or higher for Ponton and La Cueva) or actual gold production from the Concessions plus a NI 43-101 compliant measured and indicated
resource estimate on the Concessions (at an average grade of 2.5 gpt gold equivalent for APV and 1.5 gpt gold equivalent or higher
for Ponton and La Cueva) exceeding one million ounces of gold equivalent.



As of March 28, 2012,
the transaction has not received regulatory approval. The approval of this transaction is expected in the second quarter of 2012.



Huizopa Project, Mexico



On December 23, 2010,
the Company entered into an agreement to sell 100% of Minera Sol de Oro and Minas de Argonautas, including the joint venture in
the Huizopa Project (collectively, “Huizopa”) to Cormack Capital Group, LLC (“Cormack”). The agreement
provided Cormack with an option until December 31, 2011 to return the Huizopa Project to the Company and retain a 20% carried interest
in the property. As the sales agreement was not binding on Cormack, the Company did not record this transaction as a sale in 2010.
The Company did recognize a $2.4 million impairment of the property in 2010.



In December 2011, the
Company revised the terms of the agreement. Based on the revised terms, Cormack is required to pay $3.0 million, payable in eight
escalating annual installments of $0.05 million, $0.08 million, $0.1 million, $0.3 million, $0.4 million, $0.6 million, $0.7 million
and $0.8 million (“the Annual Payments”) commencing in June 2012 with the final installment due in June 2019. The Company
retains a 2% Net Smelter Royalty (“NSR”) over future production from the Huizopa Project which Cormack can reduce to
1% by making a US$1.0 million payment to the Company. Cormack may also elect to pay up to 50% of the purchase price through the
issuance of common shares in a publicly traded company listed on a recognized U.S. or Canadian national stock exchange. In addition,
Brigus is entitled to receive a production bonus payment of $4.0 million within one year of the commencement of commercial production
at the Huizopa Project. Voting control of the Company will not pass until June 15, 2013 and therefore the Company did not record
a sale of the Huizopa property as of December 31, 2011.



Page 37Brigus Annual Information Form 2011







Competitive Conditions



The Company competes
with many companies possessing greater financial resources and technical facilities for the acquisition of mineral concessions,
claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees. For the Company
and at the Black Fox Mine, competition for qualified employees has increased. While the Company has been able to hire experienced
workers during its ramp up of underground mining, there is a tight labour market in the Timmins Mining District and surrounding
areas, as many operators are expanding or bringing new projects online. The ability of the Company to attract new employees and
retain existing employees will remain a challenge and this could result in higher employee turnover and higher labour costs. (See
"Risk Factors" below).



Employees



The Company had 350
employees as at December 31, 2011. Its entire workforce is non-union.



DESCRIPTION
OF CAPITAL STRUCTURE



The Company is authorized
to issue an unlimited number of Common Shares. As at December 31, 2011, there were 201,519,178 Common Shares issued and outstanding.
As of March28, 2012, 217,309,182 Common Shares were issued and outstanding and 286,624,825 on a fully diluted basis.



The holders of the
Common Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Company and each
Common Share confers the right to one vote in person or by proxy at all meetings of the shareholders of the Corporation. The holders
of the Common Shares, subject to the prior rights, if any, of any other class of shares of the Company, are entitled to receive
such dividends in any financial year as the Corporation's board of directors (the "Board") may by resolution determine.
In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the
Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the
Company, the remaining property and assets of the Company.



At December 31, 2011,
there were 12,745,410 stock options outstanding at a weighted average exercise price of $1.46 pursuant to the Stock Option Plan,
each of which is exercisable into one Common Share. As at March 28, 2012 there were 17,294,655 stock options outstanding.



The Corporation also
has 31,612,825 Common Share purchase warrants outstanding that are exercisable for one Common Share at an exercise price between
Cdn$0.884 to Cdn$2.40 expiring at various dates between July 24, 2012 and November 19, 2014.



The Company has a Convertible Debenture
of $50 million which is convertible at $2.45 on March 31, 2016 which would result in 20,408,163 shares being issued.



Dividends



No dividends have been
paid by the Corporation since incorporation. The future payment of dividends will be dependent upon the financial requirements
to fund future growth, the financial condition of the Corporation and other factors the Board may consider appropriate in the circumstances.



Page 38Brigus Annual Information Form 2011







Shareholder Rights Plan



At the Corporation's
upcoming annual meeting of shareholders scheduled for May 23, 2012, shareholders of the Corporation will be asked to ratify and
confirm the adoption of the shareholder rights plan adopted by the Corporation on January 17, 2012 (the "Shareholder Rights
Plan"). The Shareholder Rights Plan is intended to provide for the fair treatment of shareholders in connection with any take-over
bid for the Corporation and is designed to provide the Board and the shareholders with more time to fully consider any unsolicited
take-over bid for the Corporation without undue pressure. Furthermore, the Shareholder Rights Plan will allow the Board to pursue,
if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge. The
following is a brief summary of the Shareholder Rights Plan which is qualified in its entirety by reference to the text of the
Shareholder Rights Plan Agreement, which is available for review under the Corporation’s profile at www.sedar.com
where it was filed on January 18, 2012.



Purpose of the Plan



The objectives of the
Shareholder Rights Plan are to ensure, to the extent possible, that all shareholders are treated equally and fairly in connection
with any take-over bid for the Corporation. Take-over bids may be structured to be coercive or may be initiated at a time when
the Board will have a difficult time preparing an adequate response to the offer. Accordingly, such offers do not always result
in shareholders receiving equal or fair treatment or full or maximum value for their investment. Under current Canadian securities
legislation, a take-over bid is required to remain open for 35 days, a period of time which may be insufficient for the directors
to: (i) evaluate a take-over bid (particularly if it includes share or trust unit consideration); (ii) explore, develop and pursue
alternatives which are superior to the take-over bid and which could maximize shareholder value; and (iii) make reasoned recommendations
to the shareholders.



The Shareholder Rights
Plan discourages discriminatory, coercive or unfair take-overs of the Corporation and gives the Board time if, under the circumstances,
the Board determines it is appropriate to take such time, to pursue alternatives to maximize shareholder value in the event an
unsolicited take-over bid is made for all or a portion of the outstanding Common Shares. As set forth in detail below, the Shareholder
Rights Plan discourages coercive hostile takeover bids by creating the potential that any Common Shares which may be acquired or
held by such a bidder will be significantly diluted. The potential for significant dilution to the holdings of such a bidder can
occur as the Shareholder Rights Plan provides that all holders of Common Shares who are not related to the bidder will be entitled
to exercise rights issued to them under the Shareholder Rights Plan and to acquire Common Shares at a substantial discount to prevailing
market prices. The bidder or the persons related to the bidder will not be entitled to exercise any Rights (defined below) under
the Shareholder Rights Plan. Accordingly, the Shareholder Rights Plan will encourage potential bidders to make take-over bids by
means of a Permitted Bid (as defined below) or to approach the Board to negotiate a mutually acceptable transaction. The Permitted
Bid provisions of the Shareholder Rights Plan are designed to ensure that in any take-over bid for outstanding Common Shares of
the shareholders, all shareholders are treated equally and are given adequate time to properly assess such take-over bid on a fully
informed basis.



The Shareholder Rights
Plan is not being proposed to prevent a take-over of the Corporation, to secure the continuance of management or the directors
of the Corporation in their respective offices or to deter fair offers for the Common Shares.



Term



Provided the Shareholder
Rights Plan is approved at the upcoming shareholder meeting, the Shareholder Rights Plan (unless terminated earlier) will remain
in effect until the close of business on the day immediately following the date of the Corporation's annual meeting of shareholders
in 2015 unless the term of the Shareholder Rights Plan is extended beyond such date by resolution of shareholders at such meeting.



Page 39Brigus Annual Information Form 2011







Issuance of Rights



The Rights Plan provides
that one right (a "Right") will be issued by the Corporation pursuant to the Shareholder Rights Plan in respect of each
Voting Share outstanding as of the close of business (Toronto time) (the "Record Time") on the Effective Date. "Voting
Shares" include the Common Shares and any other shares of the Corporation entitled to vote generally in the election of all
directors. One Right will also be issued for each additional Voting Share issued after the Record Time and prior to the earlier
of the Separation Time and the Expiration Time, subject to the earlier termination or expiration of the Rights as set out in the
Shareholder Rights Plan. As of the Effective Date, the only Voting Shares outstanding will be the Common Shares. The issuance of
the Rights is not dilutive and will not affect reported earnings or cash flow per share until the Rights separate from the underlying
Common Shares and become exercisable or until the exercise of the Rights. The issuance of the Rights will not change the manner
in which shareholders trade their Common Shares.



Certificates and Transferability



Prior to the Separation
Time, the Rights will be evidenced by a legend imprinted on certificates for Common Shares issued after the Record Time. Rights
are also attached to Common Shares outstanding on the Effective Date, although share certificates issued prior to the Effective
Date will not bear such a legend. Shareholders are not required to return their certificates in order to have the benefit of the
Rights. Prior to the Separation Time, Rights will trade together with the Common Shares and will not be exercisable or transferable
separately from the Common Shares. From and after the Separation Time, the Rights will become exercisable, will be evidenced by
Rights Certificates and will be transferable separately from the Common Shares.



Separation of Rights



The Rights will become
exercisable and begin to trade separately from the associated Common Shares at the "Separation Time" which is generally
(subject to the ability of the Board to defer the Separation Time) the close of business on the tenth trading day after the earliest
to occur of:



| | 1. | the first date of public announcement that a person or group of affiliated or associated persons
or persons acting jointly or in concert has become an "Acquiring Person", meaning that such person or group has acquired
Beneficial Ownership (as defined in the Rights Plan) of 20% or more of the outstanding Voting Shares other than as a result of:
(i) a reduction in the number of Voting Shares outstanding; (ii) a "Permitted Bid" or "Competing Permitted
Bid" (as defined below); (iii) acquisitions of Voting Shares in respect of which the Board has waived the application
of the Shareholder Rights Plan; or (iv) other specified exempt acquisitions and pro rata acquisitions in which shareholders participate
on a pro rata basis;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | the date of commencement of, or the first public announcement of an intention of any person (other
than the Corporation or any of its subsidiaries) to commence a take-over bid (other than a Permitted Bid or a Competing Permitted
Bid) where the Voting Shares subject to the bid owned by that person (including affiliates, associates and others acting jointly
or in concert therewith) would constitute 20% or more of the outstanding Voting Shares; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | the date upon which a Permitted Bid or Competing Permitted Bid
ceases to qualify as such.
| | -- | -----------------------------------------------------------------------------------------



Promptly following
the Separation Time, separate certificates evidencing rights ("Rights Certificates") will be mailed to the holders
of record of the Voting Shares as of the Separation Time and the Rights Certificates alone will evidence the Rights.



Page 40Brigus Annual Information Form 2011







Rights Exercise Privilege



After the Separation
Time, each Right entitles the holder thereof to purchase one Common Share at an initial "Exercise Price" equal to three
times the "Market Price" at the Separation Time. The Market Price is defined as the average of the daily closing prices
per share of such securities on each of the 20 consecutive trading days through and including the trading day immediately preceding
the Separation Time. Following a transaction which results in a person become an Acquiring Person (a "Flip-In Event"),
the Rights entitle the holder thereof to receive, upon exercise, such number of Common Shares which have an aggregate Market Price
(as of the date of the Flip-In Event) equal to twice the then Exercise Price of the Rights for an amount in cash equal to the Exercise
Price. In such event, however, any Rights beneficially owned by an Acquiring Person (including affiliates, associates and other
acting jointly or in concert therewith), or a transferee of any such person, will be null and void. A Flip-In Event does not include
acquisitions approved by the Board or acquisitions pursuant to a Permitted Bid or Competing Permitted Bid.



Permitted Bid Requirements



A bidder can make a
take-over bid and acquire Voting Shares without triggering a Flip-In Event under the Rights Plan if the take-over bid qualifies
as a Permitted Bid.



The requirements of
a "Permitted Bid" include the following:



| | · | the take-over bid must be made by means
of a take-over bid circular;
| | - | --------------------------------------------------------------------

| | · | the take-over bid is made to all holders
of Voting Shares on the books of the Corporation, other than the offeror;
| | - | ------------------------------------------------------------------------------------------------------------------

| | · | no Voting Shares are taken up or paid
for pursuant to the take-over bid unless more than 50% of the Voting Shares held by Independent Shareholders: (i) shall have been
deposited or tendered pursuant to the takeover bid and not withdrawn; and (ii) have previously been or are taken up at the same
time;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | no Voting Shares are taken up or paid
for pursuant to the take-over bid prior to the close of business on the date that is no earlier than the later of: (i) 35 days
after the date of the take-over bid (the minimum period required under securities law); and (ii) 60 days following the date of
the take-over bid;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Voting Shares may be deposited pursuant
to such take-over bid at any time during the period of time between the date of the take-over bid and the date on which Voting
Shares may be taken up and paid for and any Voting Shares deposited pursuant to the take-over bid may be withdrawn until taken
up and paid for; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | if on the date on which Voting Shares
may be taken up and paid for under the take-over bid, more than 50% of the Voting Shares held by Independent Shareholders have
been deposited or tendered pursuant to the take-over bid and not withdrawn, the offeror makes a public announcement of that fact
and the takeover bid is extended to remain open for deposits and tenders of Voting Shares for not less than 10 business days from
the date of such public announcement.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Rights Plan also
allows for a competing Permitted Bid (a "Competing Permitted Bid") to be made while a Permitted Bid is in existence.
A Competing Permitted Bid must satisfy all of the requirements of a Permitted Bid except that it may expire on the same date as
the Permitted Bid, subject to the requirement that it be outstanding for a minimum period of 35 days (the minimum period required
under Canadian securities laws).



Page 41Brigus Annual Information Form 2011







Permitted Lock-Up Agreements



A person will not become
an Acquiring Person by virtue of having entered into an agreement (a "Permitted Lock-Up Agreement") with a shareholder
whereby the shareholder agrees to deposit or tender Voting Shares to a take-over bid (the "Lock-Up Bid") made
by such person, provided that the agreement meets certain requirements including:



| | 1. | the terms of the agreement are publicly disclosed and a copy of the agreement is publicly available
not later than the date of the Lock-Up Bid or, if the Lock-Up Bid has not been made prior to the date on which such agreement is
entered into, not later than the date of such agreement;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | the shareholder who has agreed to tender Voting Shares to the Lock-Up Bid made by the other party
to the agreement is permitted to terminate its obligation under the agreement, and to terminate any obligation with respect to
the voting of such Voting Shares, in order to tender Voting Shares to another take-over bid or transaction where: (i) the offer
price or value of the consideration payable under the other take-over bid or transaction is greater than the price or value of
the consideration per unit at which the shareholder has agreed to deposit or tender Voting Shares to the Lock-Up Bid, or is greater
than a specified minimum which is not more than 7% higher than the price or value of the consideration per unit at which the shareholder
has agreed to deposit or tender Voting Shares under the Lock-Up Bid; and (ii) if the number of Voting Shares offered to be purchased
under the Lock-Up Bid is less than all of the Voting Shares held by shareholders (excluding Voting Shares held by the offeror),
the other take-over bid or transaction would, if successful, result in all of the shareholder's Voting Shares being purchased under
the other take-over bid or transaction;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | no break-up fees, top-up fees, or other penalties that exceed in the aggregate the greater of 2.5%
of the price or value of the consideration payable under the Lock-Up Bid and 50% of the increase in consideration resulting from
another take-over bid or transaction shall be payable by the shareholder if the shareholder fails to deposit or tender Voting Shares
to the Lock-Up Bid; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | any right to match or period of delay to give the person who made the Lock-up Bid an opportunity
to match a higher price contained in another take-over bid or transaction, or other similar limitation on a shareholder's right
to withdraw Voting Shares from the agreement, must not preclude the shareholder from withdrawing Voting Shares from the Lock-up
Bid in order to tender Voting Shares to another take-over bid or to support another transaction that in either case will provide
greater value to the shareholder than the Lock-up Bid or which would result in all of the shareholder's Voting Shares being purchased.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Waiver and Redemption



If a potential offeror
does not desire to make a Permitted Bid, it can negotiate with, and obtain the prior approval of, the Board to make a take-over
bid by way of a take-over bid circular sent to all holders of Voting Shares on terms which the Board considers fair to all shareholders.
In such circumstances, the Board may waive the application of the Rights Plan thereby allowing such bid to proceed without dilution
to the offeror. Any waiver of the application of the Rights Plan in respect of a particular take-over bid shall also constitute
a waiver of any other take-over bid which is made by means of a take-over bid circular to all holders of Voting Shares while the
initial take-over bid is outstanding. The Board may also waive the application of the Rights Plan in respect of a particular Flip-in
Event that has occurred through inadvertence. With the prior consent of the holders of Voting Shares, the Board may, prior to the
occurrence of a Flip-in Event that would occur by reason of an acquisition of Voting Shares otherwise than pursuant to the foregoing,
waive the application of the Rights Plan to such Flip-in Event.



Page 42Brigus Annual Information Form 2011







The Board may, with
the prior consent of the holders of Voting Shares, at any time prior to the occurrence of a Flip-in Event, elect to redeem all
but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right. Rights are deemed to be redeemed
following completion of a Permitted Bid, a Competing Permitted Bid or a take-over bid in respect of which the Board has waived
the application of the Rights Plan.



Protection Against Dilution



The Exercise Price,
the number and nature of securities which may be purchased upon the exercise of Rights and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution in the event of dividends, subdivisions, consolidations, reclassifications
or other changes in the outstanding Common Shares, pro rata distributions to holders of Common Shares and other circumstances where
adjustments are requirement to appropriately protect the interests of the holders of Rights.



Exemptions for Investment Managers



Investment managers
(for client accounts), trust companies (acting in their capacity as trustees or administrators), statutory bodies whose business
includes the management of funds (for employee benefit plans, pension plans, or insurance plans of various public bodies) and administrators
or trustees of registered pension plans or funds acquiring greater than 20% of the Voting Shares are exempted from triggering a
Flip-in Event, provided they are not making, either alone or jointly or in concert with any other person, a take-over bid.



Duties of the Board



The adoption of the
Shareholder Rights Plan will not in any way lessen or affect the duty of the Board to act honestly and in good faith with a view
to the best interests of the Corporation. The Board, when a take-over bid or similar offer is made, will continue to have the duty
and power to take such actions and make such recommendations to shareholders as are considered appropriate.



Amendment



The Corporation may
make amendments to the Shareholder Rights Plan at any time to correct any clerical or typographical error and may make amendments
which are required to maintain the validity of the Shareholder Rights Plan due to changes in any applicable legislation, regulations
or rules. The Corporation may, with the prior approval of shareholders (or the holders of Rights if the Separation Time has occurred),
supplement, amend, vary, rescind or delete any of the provisions of the Shareholder Rights Plan.



Page 43Brigus Annual Information Form 2011







MARKET FOR SECURITIES



The Corporation's common
shares are listed and posted for trading on the TSX under the trading symbol "BRD". The following tables set forth
the reported high, low and closing sale prices and the aggregate volume of trading of the Corporation's common shares on the TSX
during the year ending December 31, 2011.



|Period    |  | High ($) |      |  | Low ($) |  |      | Close ($) |  |  | Volume (#) | 
|--------- |  | -------- | ---- |  | ------- |  | ---- | --------- |  |  | ---------- | 
|January   |  |          | 2.15 |  |         |  | 1.58 |           |  |  | 1.59       | 
|February  |  |          | 1.72 |  |         |  | 1.46 |           |  |  | 1.58       | 
|March     |  |          | 1.84 |  |         |  | 1.39 |           |  |  | 1.49       | 
|April     |  |          | 1.61 |  |         |  | 1.43 |           |  |  | 1.52       | 
|May       |  |          | 1.53 |  |         |  | 1.32 |           |  |  | 1.47       | 
|June      |  |          | 1.68 |  |         |  | 1.39 |           |  |  | 1.59       | 
|July      |  |          | 1.89 |  |         |  | 1.56 |           |  |  | 1.60       | 
|August    |  |          | 1.70 |  |         |  | 1.39 |           |  |  | 1.54       | 
|September |  |          | 1.79 |  |         |  | 1.22 |           |  |  | 1.28       | 
|October   |  |          | 1.40 |  |         |  | 1.04 |           |  |  | 1.31       | 
|November  |  |          | 1.55 |  |         |  | 1.21 |           |  |  | 1.4        | 
|December  |  |          | 1.39 |  |         |  | 0.93 |           |  |  | 1.00       | 



Certain of the Corporation's
outstanding common share purchase warrants are listed and posted for trading on the TSX under the trading symbols "BRD.WT"
and "BRD.WT.A" and the Company’s Convertible Debentures trading on the TSX under the trading symbol “BRD.DB.U”.
The following table sets forth the market price ranges and the aggregate volume of trading of such warrants and debentures on the
TSX for the periods indicated:



Page 44Brigus Annual Information Form 2011







BRD.WT



|Period    |  | High ($) |      |  | Low ($) |  |      | Close ($) |  |  | Volume (warrants) | 
|--------- |  | -------- | ---- |  | ------- |  | ---- | --------- |  |  | ----------------- | 
|January   |  |          | 1.05 |  |         |  | 0.80 |           |  |  | 0.80              | 
|February  |  |          | 0.85 |  |         |  | 0.70 |           |  |  | 0.84              | 
|March     |  |          | 0.89 |  |         |  | 0.66 |           |  |  | 0.75              | 
|April     |  |          | 0.84 |  |         |  | 0.55 |           |  |  | 0.84              | 
|May       |  |          | Nil  |  |         |  | Nil  |           |  |  | 0.84              | 
|June      |  |          | 0.85 |  |         |  | 0.64 |           |  |  | 0.85              | 
|July      |  |          | 0.90 |  |         |  | 0.65 |           |  |  | 0.65              | 
|August    |  |          | 0.70 |  |         |  | 0.49 |           |  |  | 0.54              | 
|September |  |          | 0.70 |  |         |  | 0.40 |           |  |  | 0.48              | 
|October   |  |          | 0.60 |  |         |  | 0.30 |           |  |  | 0.58              | 
|November  |  |          | 0.55 |  |         |  | 0.40 |           |  |  | 0.55              | 
|December  |  |          | 0.60 |  |         |  | 0.38 |           |  |  | 0.50              | 



BRD.WT.A



|Period    |  | High ($) |      |  | Low ($) |  |      | Close ($) |  |  | Volume (warrants) | 
|--------- |  | -------- | ---- |  | ------- |  | ---- | --------- |  |  | ----------------- | 
|January   |  |          | 0.75 |  |         |  | 0.58 |           |  |  | 0.58              | 
|February  |  |          | 0.82 |  |         |  | 0.55 |           |  |  | 0.82              | 
|March     |  |          | 0.85 |  |         |  | 0.60 |           |  |  | 0.80              | 
|April     |  |          | 0.65 |  |         |  | 0.55 |           |  |  | 0.63              | 
|May       |  |          | 0.59 |  |         |  | 0.42 |           |  |  | 0.50              | 
|June      |  |          | 0.78 |  |         |  | 0.42 |           |  |  | 0.75              | 
|July      |  |          | 0.85 |  |         |  | 0.80 |           |  |  | 0.85              | 
|August    |  |          | 0.70 |  |         |  | 0.60 |           |  |  | 0.69              | 
|September |  |          | 0.72 |  |         |  | 0.56 |           |  |  | 0.68              | 
|October   |  |          | 0.65 |  |         |  | 0.38 |           |  |  | 0.42              | 
|November  |  |          | 0.45 |  |         |  | 0.38 |           |  |  | 0.41              | 
|December  |  |          | 0.40 |  |         |  | 0.28 |           |  |  | 0.40              | 



Page 45Brigus Annual Information Form 2011







BRD.DB.U



|Period    |  | High (US$) |        |  | Low (US$) |  |        | Volume (debentures) | 
|--------- |  | ---------- | ------ |  | --------- |  | ------ | ------------------- | 
|April     |  |            | 101.50 |  |           |  | 99.55  |                     | 
|May       |  |            | 101.80 |  |           |  | 100.75 |                     | 
|June      |  |            | 101.25 |  |           |  | 100.00 |                     | 
|July      |  |            | 103.00 |  |           |  | 101.00 |                     | 
|August    |  |            | 101.00 |  |           |  | 95.50  |                     | 
|September |  |            | 99.50  |  |           |  | 91.00  |                     | 
|October   |  |            | 90.00  |  |           |  | 80.00  |                     | 
|November  |  |            | 93.50  |  |           |  | 89.00  |                     | 
|December  |  |            | 89.00  |  |           |  | 85.50  |                     | 



Page 46Brigus Annual Information Form 2011









During the year ending December 31, 2011,
the Corporation has issued the following securities:





|Date of Issuance  |  | Aggregate Number and  Type of Securities Issued |  |  | Price per Security ($) |      
|----------------- |  | ----------------------------------------------- |  |  | ---------------------- | -----
|December 8, 2011  |  | 4,995,543common shares (1)                      |  |  | Cdn$                   | 1.70 
|July 25, 2011     |  | 2,000,000 common shares (2)                     |  |  | Cdn$                   | 1.008
|July 18, 2011     |  | 1,326,782 common shares (2)                     |  |  | Cdn$                   | 0.884
|July 6, 2011      |  | 175,000 common shares (2)                       |  |  | Cdn$                   | 2.60 
|June 24, 2011     |  | 2,000,000common shares (2)                      |  |  | Cdn$                   | 0.884
|March 18, 2011    |  | 1,351,754common shares(2)                       |  |  | Cdn$                   | 1.096
|March 18, 2011    |  | 68,427 common shares(2)                         |  |  | Cdn$                   | 1.096
|March 18, 2011    |  | 1,758,586 common shares(2)                      |  |  | Cdn$                   | 1.096
|March 10, 2011    |  | 2,000,000common shares(2)                       |  |  | Cdn$                   | 0.884
|March 1, 2011     |  | 1,396,134common shares (3)                      |  |  | Cdn$                   | 1.75 
|February 15, 2011 |  | 117,160 common shares (2)                       |  |  | Cdn$                   | 1.024
|January 24, 2011  |  | 462,315 common shares (2)                       |  |  | Cdn$                   | 1.024
|January 21, 2011  |  | 70,000 common shares (2)                        |  |  | Cdn$                   | 1.40 
|January 21, 2011  |  | 558,900 common shares (2)                       |  |  | Cdn$                   | 1.50 



| | 1) | On December 8, 2011, the Company sold 4,805,883 common shares designated as flow through shares
for purposes of the Income Tax Act (Canada) at a price of $1.70 per share for total gross proceeds of $8,170,000. In connection
with this offering, 189,660 common shares were issued to the underwriters as compensation at a value of $1.40 per share.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2) | Common shares were issued upon exercise of common share warrants.
| | -- | -----------------------------------------------------------------

| | 3) | Common shares were issued to GLR Resources valued at Cdn$2,443,235 based on a deemed price of
Cdn$1.75 per share as reimbursement for certain equipment originally ordered by GLR. This equipment was related to Brigus' wholly
owned Goldfields Project in Saskatchewan.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



OFFICERS
AND DIRECTORS OF BRIGUS GOLD



Name,
Address, Occupation and Security Holding



The following table
sets forth the names, the municipalities of residence, the positions held with and the principal occupations of each of the Corporation’s
current directors and executive officers. Each director holds office until the next annual general meeting of shareholders or until
a successor is elected or appointed.



On March 21, 2011,
Dana Hatfield joined Brigus to become the new Chief Financial Officer, effective in the second quarter of 2011, following the retirement
of Melvyn Williams, the Company’s former Senior Vice President and Chief Financial Officer.



Page 47Brigus Annual Information Form 2011







|Name, Province/State and
        Country of Residence and
        Position with Brigus |  | Principal Occupation
        for the Past Five Years                                                                                                                                                                                                                                                |  | Director
        /Officer
        Since |  | Common Shares
        Beneficially Owned
        Directly or Indirectly or
        Controlled
|-------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- |  | ---------------------------------------------------------------------------------------------
|                                                                                       |  |                                                                                                                                                                                                                                                                                                     |  |                                         |  |                                                                                              
|Dawe, Wade K.
        Halifax, Nova Scotia, Canada
        Chairman, CEO & President   |  | Chairman, CEO & President, Brigus, Halifax, Nova Scotia,
        June 2010 to present.
        Previously, Chairman, CEO & President of predecessor company
        Linear, from October 2003 to June 2010.
        Chairman, Linear Metals Corporation, Halifax, Nova
Scotia, May 2006 to present. |  | 2010                                    |  | 2,798,144                                                                                    
|                                                                                       |  |                                                                                                                                                                                                                                                                                                     |  |                                         |  |                                                                                              
|Burgess, Harry 3
        Toronto, Ontario, Canada
        Director                     |  | Founder, Micon International Ltd., Toronto, Ontario, from 1988.                                                                                                                                                                                                                                     |  | 2010                                    |  | 10,000                                                                                       
|                                                                                       |  |                                                                                                                                                                                                                                                                                                     |  |                                         |  |                                                                                              
|Gill, Derrick 1, 2
        St John’s, Newfoundland, Canada
        Director            |  | Executive VP & Director, Vale Inco Newfoundland Ltd.,
         until December 2009. Director of predecessor company Linear, since 2004.                                                                                                                                                             |  | 2010                                    |  | 20,000                                                                                       



Page 48Brigus Annual Information Form 2011







|Name, Province/State and
        Country of Residence and
        Position with Brigus |  | Principal Occupation
        for the Past Five Years                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Director
        /Officer
        Since |  | Common Shares
        Beneficially Owned
        Directly or Indirectly or
        Controlled
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- |  | ---------------------------------------------------------------------------------------------
|                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                         |  |                                                                                              
|Gross, Michael 2,3
        Halifax, Nova Scotia, Canada
        Director               |  | Professor of Surgery, Dalhousie University, Halifax, Nova Scotia,
        since 1987.
        Self employed consultant since 1987; consults in design and
        implantation techniques with the orthopaedic manufacturing industry.
        Founder & Chairman of the board of NWest Energy prior to
        2008 and CEO of LNB Oil, a private company holding a Petroleum Exploration license in the United Kingdom. Director of predecessor
        company Linear, since 2002. |  | 2010                                    |  | 1,578,085                                                                                    
|                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                         |  |                                                                                              
|Kaiser, Marvin 1
        Mayfield, Kentucky, USA
        Director                      |  | Consultant, since 2006. Director of predecessor company Apollo since 2006.                                                                                                                                                                                                                                                                                                                                                                                                            |  | 2006                                    |  | 6,250                                                                                        
|                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                         |  |                                                                                              
|Legatto, Jon                                                                           |  | Vice President Finance for Brigus, since April 2011.
        Senior Manager Compliance and Performance Improvement for Homburg
        Canada REIT, from November 2010 to April 2011.
        Senior Manager for Ernst & Young LLP, from September 1997
        to November 2010.                                                                                                                                                                                                     |  | 2011                                    |  | 21,900                                                                                       
|                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                         |  |                                                                                              
|Peat, David W. 1
        Fernandina Beach, Florida, USA
        Director               |  | Financial Consultant, since March 2009.
        Frontera Copper Corporation - Vice President and Chief Financial
        Officer, from June 2006 to February 2009. Director of predecessor company Apollo since 2006.                                                                                                                                                                                                                                                                 |  | 2006                                    |  | 6,250                                                                                        



Page 49Brigus Annual Information Form 2011







|Name, Province/State and
        Country of Residence and
        Position with Brigus   |  | Principal Occupation
        for the Past Five Years                                                                                                                                                                                                              |  | Director
        /Officer
        Since |  | Common Shares
        Beneficially Owned
        Directly or Indirectly or
        Controlled
|---------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- |  | ---------------------------------------------------------------------------------------------
|                                                                                         |  |                                                                                                                                                                                                                                                                   |  |                                         |  |                                                                                              
|Stott, Charles E. 2,3
        Evergreen, CO, USA
        Director                        |  | Mineral Consultant, since 1995.  Director and Chairman of the Board of predecessor company Apollo, since 2002.                                                                                                                                                    |  | 2002                                    |  | 41,450                                                                                       
|                                                                                         |  |                                                                                                                                                                                                                                                                   |  |                                         |  |                                                                                              
|Hatfield, Dana
        Halifax, Nova Scotia, Canada
        Chief Financial Officer      |  | CFO for Brigus, since March 2011.
        Sr Vice President of Finance for Gammon Gold, from October 2007
        to February 2011.
        Director of Finance for Sysco Corp., from October 2004 to September
        2007.                                     |  | 2011                                    |  | 30,000                                                                                       
|                                                                                         |  |                                                                                                                                                                                                                                                                   |  |                                         |  |                                                                                              
|Bird, Howard
        Toronto, Ontario, Canada
        Vice President, Exploration        |  | Vice President, Exploration, Brigus, since June 2010.
        Vice President, Exploration of predecessor company Linear, from
        2008 to 2010;
        Vice President, Exploration, SouthernEra Diamonds, from 2002
        to 2007                          |  | 2010                                    |  | 13,686                                                                                       
|                                                                                         |  |                                                                                                                                                                                                                                                                   |  |                                         |  |                                                                                              
|Jennifer Nicholson
        Halifax, Nova Scotia, Canada
        Executive Vice President |  | Executive Vice President for Brigus, since January 2012.
        Vice President of Investor Relations for Brigus, from March
        2011 to December 2011.
        Senior Director of Stakeholder Relations for Emera, from March
        2006 to February 2011. |  | 2011                                    |  | 104,300                                                                                      



| | (1) | Member of the Audit Committee
| | --- | -----------------------------

| | (2) | Member of the Corporate Governance, Nominating & Compensation Committee
| | --- | -----------------------------------------------------------------------

| | (3) | Member of the Health, Safety & Environment Committee
| | --- | ----------------------------------------------------



The aggregate number
of Common Shares which the directors and executive officers of the Corporation beneficially own, directly or indirectly, or over
which control or direction is exercised, is 4,630,065 Common Shares, which is approximately 2.13% of the Common Shares issued and
outstanding as of the date of this AIF.



Page 50Brigus Annual Information Form 2011







Corporate Cease Trade Orders or Bankruptcies



To the best of the
Corporation’s knowledge, during the past ten years, none of the directors, executive officers or shareholders holding a sufficient
number of securities to affect materially the control of the Corporation is or has been a director or executive officer of any
other company that while such person was acting in that capacity:

| | (a) | was the subject of a cease trade order
or similar order or an order that denied such company access to any exemption under securities legislation for a period of more
than 30 consecutive days,
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | was subject to an event that resulted,
after the director or executive officer ceased to be a director or executive officer, in such company being the subject of a cease
trade or similar order or an order that denied such company access to any exemption under securities legislation, for a period
of more than 30 consecutive days, or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | within a year of that person ceasing to
act in that capacity, such company became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency
or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold its assets.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Penalties or Sanctions



To the best of the
Corporation’s knowledge, none of the directors, executive officers or shareholders holding a sufficient number of securities
to affect materially the control of the Corporation has been subject to (a) any penalties or sanctions by a court relating to securities
legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority
or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable
investor in making an investment decision.



Personal Bankruptcies



To the best of the
Corporation’s knowledge, during the past ten years, none of the directors, executive officers or shareholders holding a sufficient
number of securities to materially affect the control of the Corporation has become bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors,
or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.



Conflicts of Interest



The directors are required
by law to act honestly and in good faith with a view to the best interests of the Corporation and to disclose any interests that
they may have in any project or opportunity of the Corporation. If a conflict of interest arises at a meeting of the Board, any
director in a conflict will disclose his interest and abstain from voting on such matter.



To the best of the
Corporation's knowledge, and other than disclosed herein, there are no known existing or potential conflicts of interest among
the Corporation, its promoters, directors and officers or other members of management of the Corporation or of any proposed promoter,
director, officer or other member of management as a result of their outside business interests, except that certain of the directors
and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between
their duties to the Corporation and their duties as a director or officer of such other companies.



Page 51Brigus Annual Information Form 2011







Corporate Governance



The Corporation has
established three committees of the board of directors as follows: the Audit Committee, the Corporate Governance & Compensation
Committee, and the Health, Safety & Environment Committee. The Audit Committee Mandate is appended hereto as Schedule C. The
mandates of the Board and its other committees are available by contacting the Corporation at its head office address noted herein.



Audit Committee



The purpose of the
Corporation's Audit Committee is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect
to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Corporation.
It is the objective of the Audit Committee to maintain free and open communications among the Board, the independent auditors and
the financial and senior management of the Corporation. The full text of the Audit Committee's charter and mandate is included
as Schedule C to this AIF.



Composition of the Audit Committee



The Audit Committee
is comprised of the Chairman David W. Peat, Marvin Kaiser and Derrick Gill. Each member is financially literate as defined under
Section 1.5 of Multilateral Instrument 52-110 Audit Committees ("MI 52-110"). All members are independent
as such term is defined under Section 1.4 of MI 52-110.



Relevant Education and Experience



The education and experience
of each audit committee member relevant to the performance of his responsibilities as an audit committee member is outlined below:



David
W. Peat–Mr. Peathas over 25 years of executive experience in financial leadership in support of mining corporations.
Mr. Peat has held multiple executive positions including as Vice President and Chief Financial Officer of Frontera Copper from
2006 through 2009; Vice President and Global Controller of Newmont Mining from 2002 through 2004; and Vice President of Finance
and Chief Financial Officer of Homestake Mining from 1999 through 2002. Mr. Peat began his career at Price Waterhouse in Toronto
and he has been a member of the Institute of Chartered Accountants of Ontario since 1978. He is currently a director and chairman
of the Audit Committee of Gabriel Resources and a director and chairman of the Audit Committee of the Sunshine Silver Mines Corporation,
a privately held silver exploration and development company. Mr. Peat received his bachelor's degree in economics from the University
of Western Ontario, and a bachelor's degree in commerce, with honours in business administration, from the University of Windsor,
Ontario.



Marvin Kaiser
– Mr. Kaiser has over 40 years of experience in the mining industry and is a Certified Public Accountant. At the time of
his retirement in 2006, he was Executive Vice President and Chief Administrative Officer of The Doe Run Company, an international
natural resource company focused on the mining, smelting, recycling and fabrication of metals. Prior to joining Doe Run, Mr. Kaiser
was the Chief Financial Officer of Amax Gold Inc from 1989 to 1993. He serves as a director of Gryphon Gold, Inc. and Uranium Resources,
Inc. as well as two privately held exploration companies. Mr. Kaiser received his bachelor's degree in accounting from Southern
Illinois University and serves as a director of the Southern Illinois University Foundation.



Page 52Brigus Annual Information Form 2011







Derrick Gill
- Mr. Gill is co-founder and a director of Strategic Concepts and SCI Software, which provide strategic planning, financial modeling
and business development consultation to major mining and oil and gas projects in Canada. He is also a member of the advisory board
of the Atlantic Canada Opportunities Agency’s Atlantic Innovation Fund. Mr. Gill’s 30-year career has included executive
roles at Voisey's Bay Nickel, Diamond Fields Resources and Bristol Communications. He is also a director of Crosshair Exploration.
Mr. Gill received his undergraduate degree in business administration from Memorial University.



Pre-Approval Policies
and Procedures



Under
its mandate, the Audit Committee is required to review and pre-approve the objectives and scope of the audit work to be performed
by the Corporation's external auditors and their proposed fees. In addition, the Audit Committee is required to review and pre-approve
all non-audit services which the Corporation's external auditors are to perform.



Pursuant
to these procedures since their implementation, all of the services provided by the Corporation's external auditors relating to
the fees reported as audit, audit-related, tax and all other services have been approved by the Audit Committee.



Audit Fees



The
aggregate fees billed by the external auditors in the years ending December 31, 2011 and December 31, 2010 for audit services were
Cdn$691,000 and Cdn$697,000 respectively.



Audit Related Fees



The
aggregate fees billed by the external auditors in the years ending December 31, 2011 and December 31, 2010 for audit related services
were Cdn$274,000 and Cdn$27,000 respectively.



Tax Fees



The
aggregate fees billed by the external auditors in the year ended December 31, 2011 and December 31, 2010, for tax compliance, tax
advice and tax planning services were nil and nil respectively.



All Other Fees



The aggregate feesbilled by the external auditors in the years ending December 31, 2011 and December 31, 2010, for all other services other than
as described above under Audit Fees, Audit-Related Fees, and Tax Fees were nil and Cdn$58,000, respectively. These fees relate
to IFRS conversion services and prospectus filings.





Page 53Brigus Annual Information Form 2011







Risk Factors



An investment in
the Corporation's securities involves a high degree of risk. You should consider the risk factors set forth below before purchasing
any of the Corporation's securities. In addition to historical information, the information in this AIF contains "forward-looking"
statements about the Corporation's future business and performance. The Corporation's actual operating results and financial performance
may be very different from what the Corporation expects as of the date of this AIF. These risk factors list some, but not all,
of the risks and uncertainties that may have a material adverse effect on the Corporation's business, results of operations, financial
condition, cash flows and the market price of the Corporation's common shares. Additional risks and uncertainties not currently
known to the Corporation or that it currently deems to be immaterial may also impair the Corporation's business operations. If
the Corporation is unable to prevent events that have a negative effect from occurring, then the Corporation's business, and the
Corporation's results of operations, financial condition, cash flows and the market price of the Corporation's common shares could
be materially and adversely affected.



In addition to the
other information set forth in this report, you should carefully consider the risk factors below and those discussed in “Risk
Factors” in the Corporation's Management Discussion and Analysis for the year ended December 31, 2011, which could materially
affect our business, financial condition and/or future results. These risks are not the only risks facing the Corporation. Additional
risks and uncertainties not currently known to Brigus or that the Company currently deem to be immaterial also may materially adversely
affect the business, financial condition and/or operating results.



The Company will require significant
additional capital to continue its exploration and development activities, and, if warranted, to develop mining operations.



Substantial expenditures
will be required to continue with exploration at the Grey Fox and Pike River properties in order to explore and, if exploration
is successful, develop these projects and properties, the Company will be required to expend significant amounts for, among other
things, geological and geochemical analysis, assaying, and, if warranted, feasibility studies with regard to the results of exploration.
The Company may not benefit from these investments if the Company is unable to identify commercially exploitable mineralized material.
If the Company is successful in identifying reserves, it will require significant additional capital to construct facilities necessary
to extract those reserves.



Substantial expenditures
will also be required to develop the Goldfields Project located in Saskatchewan, Canada. The Company may not be able to obtain
final permits for the project and there may be significant variances relative to the feasibility study with respect to capital
and operating costs as well as production estimates and related revenues, any of which could have a significant impact on the overall
economics of the project.



The Company’s
ability to obtain the funding necessary to explore and develop its properties and projects depends upon a number of factors, including
the state of the North American and worldwide economy and the price of gold. The Company may not be successful in obtaining the
required financing for these or other purposes on terms that are favourable to the Company or at all, in which case the Company’s
ability to continue operating would be adversely affected. Failure to obtain such additional financing could result in delay or
indefinite postponement of further exploration or potential development of some or all of its exploration and /or development properties.



Page 54Brigus Annual Information Form 2011







The Company’s earnings may be
affected by the volatility of gold prices.



Historically the Company
primarily has derived all of its revenues from the sale of gold, and its current development and exploration activities are focused
on gold. As a result, the Company’s future earnings are directly related to the price of gold. Gold prices are affected by
various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the political and
economic conditions of major gold producing countries. The profitability of the Company is directly related to the market price
of gold.



The current demand
for, and supply of, gold also affects gold prices. The supply of gold consists of a combination of new production from mining and
existing shares of bullion held by government central banks, public and private financial institutions, industrial organizations
and private individuals. As the amounts produced by all producers in any single year constitute a small portion of the total potential
supply of gold, normal variations in current production do not usually have a significant impact on the supply of gold or on its
price. Mobilization of gold held by central banks through lending and official sales may have a significant adverse impact on the
gold price.



All of the above factors
are beyond the Company’s control and are impossible for the Company to predict. If the market price for gold falls below
the Company’s costs to produce gold for a sustained period of time, that will make it more difficult to obtain financing
for its projects. Furthermore, any such reduction in the market price for gold could cause the Company to experience significant
losses and could require the Company to discontinue exploration, development and/or mining at one or more of its properties.



The Company is also
a significant consumer of electricity, mining equipment, fuels and mining-related raw materials, all of which the Company purchases
from outside sources. Increases in prices of electricity, equipment, fuel and raw materials could adversely affect the Company’s
operating expenses and profitability.



Operational problems may disrupt mining
and milling operations at Black Fox.



Mining and milling
operations, including the Company’s Black Fox mine and mill, inherently involve risks and hazards and could be prevented,
delayed or disrupted by, among other things:



| | · | unanticipated changes in grade and tonnage of material to be mined and processed;
| | - | ---------------------------------------------------------------------------------



| | · | unanticipated adverse geotechnical conditions;
| | - | ----------------------------------------------



| | · | adverse weather conditions;
| | - | ---------------------------



| | · | incorrect data on which engineering assumptions are made;
| | - | ---------------------------------------------------------



| | · | availability and cost of labor and other supplies and equipment;
| | - | ----------------------------------------------------------------



| | · | availability of economic sources of power;
| | - | ------------------------------------------



| | · | adequacy of access to the site;
| | - | -------------------------------



| | · | unanticipated transportation costs;
| | - | -----------------------------------



Page 55Brigus Annual Information Form 2011







| | · | government regulations (including regulations relating to prices, royalties, duties, taxes, restrictions
on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands);
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | lower than expected ore grades;
| | - | -------------------------------



| | · | the physical or metallurgical characteristics of the ore are less amenable to mining or treatment
than expected;
| | - | ----------------------------------------------------------------------------------------------------------------



| | · | delivery and installation of equipment necessary to continue operations as planned; or
| | - | --------------------------------------------------------------------------------------



| | · | failure of the Company’s equipment, processes or facilities to operate properly or as expected.
| | - | -----------------------------------------------------------------------------------------------



Production delays or
stoppages will adversely affect the Company’s sales and operating results, and could prevent the Company from meeting its
obligations under the indenture that governs the Convertible Debentures.



Brigus’s exploration and development
properties are highly speculative in nature and may not be successful.



Certain of Brigus’s
activities are directed toward the development of mineral deposits and the exploration for and the future development of mineral
deposits. The exploration for, and development of, precious metal deposits involves significant risks which even a combination
of careful evaluation, experience and knowledge cannot eliminate. While the discovery of a precious metal deposit may result in
substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required
to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities
at a particular site. Whether a precious metal deposit will be commercially viable depends on a number of factors, some of which
are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly
cyclical and unpredictable; and government regulations, including regulations relating to prices, taxes, royalties, land tenure,
land use, importing and exporting of precious metals and environmental protection. The exact effect of these factors cannot be
accurately predicted, but the combination of these factors may result in Brigus not receiving an adequate return on invested capital
or abandoning or delaying the development of a mineral project.



There is no certainty
that the expenditures made by the Company towards the search and evaluation of precious metal deposits will result in discoveries
of commercial quantities of such metals.



The development of the Goldfields Project
is subject to a number of risks and its development into a commercially viable mine cannot be assured.



The Goldfields Project
is currently at the pre-development stage. Construction and development of the project is subject to numerous risks, including,
but not limited to, delays in obtaining equipment, material, permits and services essential to completing construction of the project
in a timely manner; changes in environmental or other government regulations; currency exchange rates; financing risks; labor shortages;
and fluctuation in metal prices, as well as the continued support of the local community. There can be no assurance that the construction
will commence or continue in accordance with current expectations or at all.



Page 56Brigus Annual Information Form 2011







In addition, the Goldfields
Project has no recent operating history upon which to base estimates of future commercial viability. Estimates of mineral resources
and mineral reserves are, to a large extent, based on the interpretation of geological data obtained from drill holes and other
sampling techniques and feasibility studies. This information is used to calculate estimates of the capital cost and operating
costs based upon anticipated tonnage and grades of gold to be mined and processed, the configuration of the mineral resource, expected
recovery rates, comparable facility and equipment operating costs, anticipated climatic conditions and other factors. As a result,
it is possible that difference in such estimates could have a material adverse effect on the Company’s business, financial
condition, results of operations and prospects. There can be no assurance that the Company will be able to complete development
of its mineral projects, or any of them, at all or on schedule or within budget due to, among other things, and in addition to
those factors described above, changes in the economics of the mineral projects, the delivery and installation of plant and equipment
and cost overruns, or that the current personnel, systems, procedures and controls will be adequate to support operations. Should
any of these events occur, it would have a material adverse effect on the Company’s business, financial condition, results
of operations and prospects.



The Company faces strong competition
from other mining companies for the acquisition of new properties.



Mines have limited
lives and as a result, the Company may seek to replace and expand its reserves through the acquisition of new properties, interests
or companies. In addition, there is a limited supply of desirable mineral lands available in the United States, Canada and Mexico
and other areas where the Company would consider conducting exploration and/or production activities. Because the Company faces
strong competition for new properties from other mining companies, most of which have greater financial resources than the Company
does, it may be unable to acquire attractive new mining properties.



The Company’s estimates of reserves
and resources are potentially inaccurate.



The Company estimates
its reserves and resources on its properties as “proven reserves”, “probable reserves” or in accordance
with applicable Canadian standards, as “measured resources”, “indicated resources” or “inferred resources”.
The Company’s ore reserve and resource figures and costs are primarily estimates and are not guarantees that the Company
will recover the indicated quantities of these metals. The Company estimates proven reserve quantities based on sampling and testing
of sites conducted by the Company and by independent companies hired by the Company. Probable reserves are based on information
similar to that used for proven reserves, but the sites for sampling are less extensive, and the degree of certainty is less. Reserve
estimation is an interpretive process based upon available geological data and statistical inferences and is inherently imprecise
and may prove to be unreliable. In addition, resources have a great amount of uncertainty as to their existence, and great uncertainty
as to their economic and legal feasibility.



The Company’s
reserves are reduced as existing reserves are depleted through production. Reserves may be reduced due to lower than anticipated
volume and grade of reserves mined and processed and recovery rates.



Reserve estimates are
calculated using assumptions regarding metals prices. Gold prices have fluctuated widely in the past. Declines in the market price
of metals, as well as increased production costs, capital costs and reduced recovery rates, may render reserves uneconomic to exploit,
and lead to a reduction in reserves. Any material reduction in the Company’s reserves may lead to lower earnings or higher
losses, reduced cash flow, asset write-downs and other adverse effects on the Company’s results of operations and financial
condition, including difficulty in obtaining financing and a decrease in the Company’s stock price. Reserves should not be
interpreted as assurances of mine life or of the profitability of current or future operations. No assurance can be given that
the amount of metal estimated will be produced or the indicated level of recovery of these metals will be realized.



Page 57Brigus Annual Information Form 2011







The Company may not achieve its production
estimates.



The Company prepares
estimates of future production for its operations. The Company develops its estimates based on, among other things, mining experience,
reserve estimates, assumptions regarding ground conditions and physical characteristics of ores (such as hardness and presence
or absence of certain metallurgical characteristics) and estimated rates and costs of mining and processing. In the past, the Company’s
actual production from time to time has been lower than its production estimates and this may be the case in the future. In particular,
the Company’s estimate of 2009 gold production was lower than originally predicted as a direct result of encountering lower
grade ore than its reserve model predicted.



Each of these factors
also applies to future development properties not yet in production. In the case of mines the Company may develop in the future,
the Company does not have the benefit of actual experience in its estimates, and there is a greater likelihood that the actual
results will vary from the estimates. In addition, development and expansion projects are subject to financing contingencies, unexpected
construction and start-up problems and delays.



The Company’s future profitability
depends in part on actual economic returns and actual costs of developing mines, which may differ significantly from the Company’s
estimates and involve unexpected problems, costs and delays.



The Company is engaged
in the development of new ore bodies. The Company’s ability to sustain or increase its present level of production is dependent
in part on the successful exploration and development of new ore bodies and/or expansion of existing mining operations.



Decisions regarding
future projects, including Grey Fox, Pike River, and Goldfields, are subject to the successful completion of feasibility studies,
issuance of necessary governmental permits and receipt of adequate financing.



Development projects
have no operating history upon which to base estimates of future cash flow. The Company’s estimates of proven and probable
ore reserves and cash operating costs are, to a large extent, based upon detailed geologic and engineering analysis. The Company
also conducts feasibility studies that derive estimates of capital and operating costs based upon many factors.



It is possible that
actual costs and economic returns may differ materially from the Company’s best estimates. It is not unusual in the mining
industry for new mining operations to experience unexpected problems during the start-up phase and to require more capital than
anticipated. There can be no assurance that any future exploration or development efforts, including the planned expansion at Black
Fox, will be profitable.



Disruptions in the supply of critical
equipment and increases in prices of raw materials could adversely impact the Company’s operations.



The Company is a significant
consumer of electricity, mining equipment, fuels and mining-related raw materials, all of which the Company purchases from outside
sources. Increases in prices of electricity, equipment, fuel and raw materials could adversely affect the Company’s operating
expenses and profitability. Furthermore, failure to receive raw materials in a timely manner from third party suppliers could impair
the Company’s ability to meet production schedules or its contractual commitments and thus adversely impact its revenues.
From time to time, the Company obtains critical mining equipment from outside North America. Factors that can cause delays in the
arrival of such equipment include weather, political unrest in countries from which equipment is sourced or through which it is
delivered, terrorist attacks or related events in such countries or in the U.S., and work stoppages by suppliers or shippers. Prolonged
disruptions in the supply of any of the Company’s equipment or other key raw materials, implementing use of replacement equipment
or new sources of supply, or a continuing increase in the prices of raw materials and energy could have a material adverse effect
on the Company’s operating results, financial condition or cash flows.





Page 58Brigus Annual Information Form 2011









The Company’s operations may be
adversely affected by risks and hazards associated with the mining industry.



The Company’s
business is subject to a number of risks and hazards including adverse environmental effects, technical difficulties due to unusual
or unexpected geologic formations, and pit wall failures as well as the risks associated with underground mining.



Such risks could result
in personal injury, environmental damage, damage to and destruction of production facilities, delays in mining and liability. For
some of these risks, the Company maintains insurance to protect against these losses at levels consistent with its historical experience
and industry practice. However, the Company may not be able to maintain current levels of insurance, particularly if there is a
significant increase in the cost of premiums. Insurance against environmental risks is generally too expensive or not available
for the Company and other companies in the industry, and, therefore, the Company does not maintain environmental insurance. To
the extent the Company is subject to environmental liabilities, it would have to pay for these liabilities. Moreover, in the event
that the Company is unable to fully pay for the cost of remediating an environmental problem, the Company might be required to
suspend or significantly curtail operations or enter into other interim compliance measures.



The titles to some of the Company’s
properties may be uncertain or defective.



While the Company has
no reason to believe that its rights to mine on any of its properties are in doubt, title to mining properties are subject to potential
claims by third parties claiming an interest in them.



If there are title
defects with respect to any of the Company’s properties, it might be required to compensate other persons or perhaps reduce
the Company’s interest in the affected property. Also, in any such case, the investigation and resolution of title issues
would divert management's time from ongoing exploration and development programs. Furthermore, if the Company loses its rights
in and to any of its properties, the Company could incur substantial and protracted losses.



The Company may lose rights to properties
if it fails to meet payment requirements or development or production schedules.



The Company derives
the rights to most of its mineral properties from unpatented mining claims, leaseholds, joint ventures or purchase option agreements
which require the payment of maintenance fees, rents, purchase price instalments, exploration expenditures, or other fees. If the
Company fails to make these payments when they are due, its rights to the property may lapse. There can be no assurance that the
Company will always make payments by the requisite payment dates. In addition, some contracts with respect to the Company’s
mineral properties require development or production schedules. There can be no assurance that the Company will be able to meet
any or all of the development or production schedules. The Company’s ability to transfer or sell its rights to some of its
mineral properties requires government approvals or third party consents, which may not be granted.



Page 59Brigus Annual Information Form 2011







The market price of the Company’s
common shares has experienced volatility and could decline significantly.



The Company’s
common shares are listed on the NYSE Amex Equities Exchange and the Toronto Stock Exchange. The Company’s share price has
declined significantly since 2004, and over the last year the closing price on the Toronto Stock Exchange of the Company’s
common shares has fluctuated from a low of $0.96 per share to a high of $2.01 per share. Securities of small-cap companies have
experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the
companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the
attractiveness of particular industries. The Company’s share price is also likely to be significantly affected by global
economic issues, as well as short-term changes in gold prices or in the Company’s financial condition or liquidity.



As a result of any
of these factors, the market price of the Company’s common shares at any given point in time might not accurately reflect
its long-term value. Securities class action litigation often has been brought against companies following periods of volatility
in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation
could result in substantial costs and damages and divert management’s attention and resources.



The existence of outstanding rights
to purchase common shares may impair the Company’s share price and its ability to raise capital.



Approximately 48.2
million of the Company’s common shares are issuable on exercise of warrants and options to purchase common shares at prices
ranging from approximately $0.88 to $2.60 and $0.60 to $8.96 at a weighted average price of $1.67 and $1.46, respectively.



In addition, each $1,000
principal amount of the Convertible Debentures are convertible into common shares of the Company at the option of the holder at
a conversion price of $2.45 per common share. Further, common shares of the Company are potentially issuable in connection with
the Convertible Debentures in the following circumstances: (i) at the Company’s election in lieu of payment of principal
upon redemption or maturity of the Convertible Debentures, (ii) upon a change of control of the Company (as defined in the Indenture)
and (iii) at the Company’s election to pay interest on the Convertible Debentures in common shares.



During the term of
the warrants, options, Convertible Debentures and other rights, the holders are given an opportunity to profit from a rise in the
market price of the Company’s common shares with a resulting dilution in the interest of the other shareholders. The Company’s
ability to obtain additional equity financing during the period such rights are outstanding may be adversely affected, and the
existence of the rights may have an adverse effect on the price of the Company’s common shares. The holders of the warrants,
options, Convertible Debentures and other rights can be expected to exercise or convert them at a time when the Company would,
in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favorable to the Company
than those provided by the outstanding rights.



Past and future equity issuances could
impair the Company’s share price.



If the Company’s
shareholders sell substantial amounts of its common shares, the market price of its common shares could decrease.



The Company has 217,309,182
common shares outstanding as at March 28, 2012. In addition, the Company may sell additional common shares in subsequent offerings
and issue additional common shares to finance future acquisitions or as compensation in financing transactions.



Page 60Brigus Annual Information Form 2011







The Company cannot
predict the size of future issuances of common shares or the effect, if any, that future issuances and sales of common shares will
have on the market price of the Company’s common shares. Sales or issuances of large numbers of the Company’s common
shares, or the perception that such sales might occur, may adversely affect prevailing market prices for the Company’s common
shares. With any additional issuance of common shares, investors will suffer dilution and the Company may experience dilution in
its earnings per share.



The Company faces substantial governmental
regulation.



The Company’s
Black Fox mining operations and its exploration activities are subject to regulations promulgated by various Canadian government
agencies governing the environment, agricultural zoning, prospecting, development, production, exports, taxes, labour standards,
occupational health, waste disposal, toxic substances, mine safety and other matters. Currently, the Company’s Canadian properties
are subject to the jurisdiction of the federal laws of Canada, the provincial laws of Ontario, as well as local laws where they
are located. Any changes in current regulations, the adoption of new regulations or shifts in political conditions are beyond the
Company’s control and may adversely affect its business.



Companies that engage
in exploration and development activities often experience increased costs and delays in production and other schedules as a result
of the need to comply with applicable laws, regulations and permits. Issuance of permits for the Company’s exploration and
mining activities is subject to the discretion of government authorities, and the Company may be unable to obtain or maintain such
permits. Permits required for future exploration or development may not be obtainable on reasonable terms or on a timely basis.
Existing and possible future laws, regulations and permits governing operations and activities of mining companies, or more stringent
implementation thereof, could have a material adverse impact on the Company and cause increases in its capital expenditures or
require abandonment or delays in the exploration or development of its properties. Moreover, these laws and regulations may allow
governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from
the environmental, health and safety impacts of the Company’s past and current operations, or possibly even those actions
of parties from whom the Company acquired its mines or properties, and could lead to the imposition of substantial fines, penalties
or other civil or criminal sanctions.



It is difficult to
strictly comply with all regulations imposed on the Company. The Company retains competent and well trained individuals and consultants
in jurisdictions in which it does business, however, even with the application of considerable skill the Company may inadvertently
fail to comply with certain laws. Such events can lead to financial restatements, fines, penalties, and other material negative
impacts on the Company.



The Canadian mining
industry is subject to federal and provincial environmental protection legislation. This legislation imposes strict standards on
the mining industry in order to reduce or eliminate the effects of waste generated by extraction and processing operations and
subsequently emitted into the air or water. Consequently, drilling, refining, extracting and milling are all subject to the restrictions
imposed by this legislation. In addition, the construction and commercial operation of a mine typically entail compliance with
applicable environmental legislation and review processes, as well as the obtaining of permits, particularly for the use of the
land, permits for the use of water, and similar authorizations from various government bodies. Canadian federal, provincial, and
local laws and regulations relating to the exploration for and development, production and marketing of mineral production, as
well as environmental and safety matters have generally become more stringent in recent years, often imposing greater liability
on a larger number of potentially responsible parties. Because the requirements imposed by such laws and regulations are frequently
changed, the Company is unable to predict the ultimate cost of compliance with such requirements. There is no assurance that environmental
laws and regulations enacted in the future will not adversely affect the Company’s financial condition and results of operations.



Page 61Brigus Annual Information Form 2011







The Company is subject to environmental
risks.



Environmental Liability.The Company is subject to potential risks and liabilities associated with environmental compliance and the disposal of waste
rock and materials that could occur as a result of the Company’s mineral exploration and production. In certain circumstances,
the potential liabilities can include liability for costs of remediation and clean up of mines which the Company owned or operated
in the past, but no longer own or operate. To the extent that the Company is subject to environmental liabilities, the payment
of such liabilities or the costs that the Company may incur to remedy any non-compliance with environmental laws would reduce funds
otherwise available to it and could have a material adverse effect on the Company’s financial condition or results of operations.
If the Company is unable to fully remedy an environmental problem, it might be required to suspend operations or enter into interim
compliance measures pending completion of the required remedy.



The potential exposure
may be significant and could have a material adverse effect on the Company. The Company has not purchased insurance for environmental
risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from
exploration and production) because it is not generally available at a reasonable price or at all.



Environmental Permits.All of the Company’s exploration, development and production activities are subject to regulation under one or more of
the various state, federal and provincial environmental laws and regulations in Canada. Many of the regulations require the Company
to obtain permits for its activities. The Company must update and review its permits from time to time, and is subject to environmental
impact analyses and public review processes prior to approval of the additional activities. It is possible that future changes
in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have a significant
impact on some portion of its business, causing those activities to be economically reevaluated at that time. Those risks include,
but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond the Company’s financial
capabilities.



The posting of bonds
in accordance with regulatory determinations is a condition to the right to operate under all material operating permits, and therefore
increases in bonding requirements could prevent the Company’s operations from continuing even if the Company was in full
compliance with all substantive environmental laws.



Because the Company is a foreign private
issuer within the meaning of the rules under the U.S. Exchange Act, the Company is exempt from certain rules and regulations applicable
to United States domestic public companies, and the Company is not required to provide its investors with the same level of disclosure
that domestic public companies are required to provide.



The Company is a foreign
private issuer within the meaning of the rules under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange
Act”) and intends to file reports required under the U.S. Exchange Act as applicable to foreign private issuers. As a
foreign private issuer, the Company is exempt from certain provisions applicable to United States domestic public companies. For
example:



| | · | the Company is not required to provide as many U.S. Exchange Act reports, or as frequently, as
a domestic public company;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | the Company is not required to provide the same level of disclosure on certain issues, such as
executive compensation;
| | - | ----------------------------------------------------------------------------------------------------------------------



Page 62Brigus Annual Information Form 2011







| | · | for interim reporting, the Company is permitted to comply solely with requirements in Canada, which
may be less rigorous than the rules that apply to domestic public companies; the Company is not required to comply with the sections
of the U.S. Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered
under the U.S. Exchange Act; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the Company is not required to comply with Section 16 of the U.S. Exchange Act requiring insiders
to file public reports of their share ownership and trading activities and establishing insider liability for profits realized
from any “short swing” trading transaction.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As a result, shareholders
may not have access to information they may deem important and the Company will not be under any obligation to provide such information.



Certain of the corporate
governance rules promulgated by the NYSE Amex Equities Exchange will not apply to the Company so long as it qualifies as a foreign
private issuer, and there may be significant differences between the Company’s corporate governance practices and the corporate
governance standards applicable to U.S. domestic companies listed on the NYSE Amex Equities Exchange.



As a foreign private
issuer, the Company will be permitted to follow corporate governance practices in accordance with Canadian law in lieu of certain
of the NYSE Amex Equities Exchange corporate governance rules in the NYSE Amex Company Guide (“NYSE Amex Standards”).
While the Company is generally in compliance with the NYSE Amex Standards applicable to U.S. domestic issuers, the Company may
in the future rely on exemptions to the NYSE Amex Standards applicable to foreign private issuers and, under such circumstances,
shareholders may not have the same protections afforded to shareholders of U.S. domestic issuers that are subject to all of the
NYSE Amex Standards.



The Company discloses
certain technical information in Canada relating to the Company’s properties under Canadian standards, which differs significantly
from standards in the United States.



The Company files reports
in Canada that are prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements
of United States securities laws. Technical disclosure regarding the Company’s properties included or incorporated by reference
in the Company’s Canadian filings on SEDAR (“Technical Disclosure”) has been prepared in accordance with
the requirements of securities laws in effect in Canada, which differ from the requirements of the United States securities laws.
The Technical Disclosure uses terms that comply with reporting standards in Canada and certain estimates are made in accordance
with National Instrument 43-101 of the Canadian Securities Administrators (“NI 43-101”). NI 43-101 is a rule
developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific
and technical information concerning mineral projects. Unless otherwise indicated, all mineral reserve and mineral resource estimates
contained in the Technical Disclosure have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy
and Petroleum Classification System. These standards differ significantly from the requirements of the SEC, and resource information
contained in the Technical Disclosure may not be comparable to similar information disclosed by U.S. companies. For example, use
of the terms “probable mineral reserves,” “measured mineral resources,” “indicated mineral resources”
and “inferred mineral resources” comply with the reporting standards in Canada but are not recognized by the SEC.



Under United States
standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization
could be economically and legally produced or extracted at the time the reserve determination is made.



Page 63Brigus Annual Information Form 2011







You should not assume
that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. These terms have
a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In accordance
with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. It
cannot be assumed that all or any part of measured mineral resources, indicated mineral resources, or inferred mineral resources
will ever be upgraded to a higher category or that such resources are economically or legally mineable. The SEC generally only
permits issuers to report mineralization that does not constitute “reserves” as in place tonnage and grade without
reference to unit measures. In addition, the definitions of proven and probable mineral reserves used in NI 43-101 differ from
the definitions in the SEC Industry Guide 7. Accordingly, information contained in the Technical Disclosure may not be comparable
to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States
federal securities laws and the rules and regulations thereunder.



There may be certain tax risks associated
with investments in the Company’s common shares.



U.S.
persons who are potentialholders of the Company’s common shares should be aware that the
Company could constitute a “passive foreign investment company” (“PFIC”) for U.S. federal income
tax purposes.The tests for determining PFIC status for a taxable year depend upon the relative
values of certain categories of assets and the relative amounts of certain kinds of income. The application of these factors depends
upon the Company’s financial results for the year, which is beyond the Company’s ability to predict or control, and
may be subject to legal and factual uncertainties. While the Company does not expect to be a PFIC in 2012, the Company is unable
to predict whether it will be a PFIC in 2012 or in later years. The Company undertakes no obligation to advise investors as to
the Company’s PFIC status for any year.



If
the Company is a PFIC for any year,any holder of the Company’s common shares who
is a U.S. person for U.S. federal income tax purposes (“U.S. holder”) and whose holding period for such common
stock includes any portion of a year in which the Company is a PFIC generally would be subject to a special adverse tax regime
in respect of “excess distributions.” Excess distributions would include certain distributions received with respect
to the Company’s common shares. Gain recognized by a U.S. holder on a sale or other transfer of the Company’s common
shares also would be treated as an excess distribution. Under the PFIC rules,excess distributions
would be allocated ratably to a U.S. holder’s holding period.



The portion of any
excess distributions (including gains treated as excess distributions) allocated to the current year and to prior years before
the Company became a PFIC would be includible as ordinary income in the current year. The portion of any excess distributions allocated
to prior PFIC years would be taxed at the highest marginal rate applicable to ordinary income for each year (regardless of the
taxpayer’s actual marginal rate for that year and without reduction by any losses or loss carryforwards) and would be subject
to interest charges to reflect the value of the U.S. federal income tax deferral.



In addition, dividends
received from a company that is a PFIC in the year in which the dividend is paid or in the preceding calendar year are not “qualified
dividend income” and are subject to taxation at ordinary income rates.



Elections may be available
to mitigate the adverse tax rules that apply to PFICs (the so-called “QEF” and “mark-to-market” elections),
but these elections may accelerate the recognition of taxable income and may result in the recognition of ordinary income. The
Company has not decided whether it will provide the U.S. holders of the Company’s common shares with the annual information
required to make a QEF election.



Additional special
adverse rules could apply to the Company’s common shares if the Company is a PFIC and has a non-U.S. subsidiary that is also
a PFIC. Special adverse rules that impact certain estate planning goals could apply to the Company’s common shares if the
Company is a PFIC.



Page 64Brigus Annual Information Form 2011







The PFIC rules are
extremely complex, and shareholders are urged to consult their own tax advisers regarding the potential consequences to them of
the Company being classified as a PFIC.



Shareholders residing in the United
States could have difficulty or be unable to enforce certain civil liabilities on the Company, certain of the Company’s directors
and the Company’s experts.



The Company is a corporation
existing under the Canada Business Corporations Act. Many of the Company’s assets are located outside of the United
States. Additionally, a number of the Company’s officers, directors and the experts are residents of Canada. It might not
be possible for shareholders in the United States to collect judgments obtained in United States courts predicated on the civil
liability provisions of U.S. securities legislation. It could also be difficult for shareholders to effect service of process in
connection with any action brought in the United States upon such directors and experts. Execution by United States courts of any
judgment obtained against the Company, or any of directors, executive officers or experts of the Company, in United States courts
would be limited to the assets, or the assets of such persons or corporations, as the case might be, in the United States. The
enforceability in Canada of United States judgments or liabilities in original actions in Canadian courts predicated solely upon
the civil liability provisions of the federal securities laws of the United States is doubtful.



LEGAL PROCEEDINGS



On
November 10, 2010 GLR Resources Inc. (“GLR”), announced that it was going to commence legal proceedings against the
Company for alleged amounts owed related to certain equipment contracts for the Goldfields Project. Brigus had acquired the Goldfields
Project from GLR in 2009.



On January 25,
2011, Brigus and GLR reached an agreement regarding the reimbursement by Brigus to GLR whereby Brigus issued 1,396,134 common shares
of Brigus to GLR and has made the three cash payments of $20,000.



INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS



There are no material
interests, direct or indirect, of any director, executive officer, or any shareholder who beneficially owns, directly or indirectly,
more than 10% of the outstanding Common Shares or any known associate or affiliate of such persons, in any transaction during the
three most recently completed financial years or during the current financial year which has materially affected or would materially
affect the Corporation or a subsidiary of the Corporation.



TRANSFER
AGENT AND REGISTRAR



CIBC Mellon Trust Company,
through its office in Toronto, Ontario, is the transfer agent and registrar for the Common Shares. Computershare Trust Company
of Canada, through its office in Halifax, Nova Scotia, is the transfer agent and registrar for the listed Common Share purchase
warrants and the indenture trustee and registrar for the Convertible Debentures.



MATERIAL
CONTRACTS



Except for contracts
made in the ordinary course of business, the following are the only material contracts entered into by the Corporation within
the most recently completed financial year prior to the date hereof, or which were entered into prior to such date and are currently
in effect and considered to be currently material:



| | (a) | Purchase Agreement dated November 9, 2010
between the Corporation and Sandstorm Resources Ltd. referred to under "Description of the Business";
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------



Page 65Brigus Annual Information Form 2011









| | (b) | Warrant Indenture relating to the Common
Share purchase warrants of the Corporation issued on October 19, 2010;
| | --- | ---------------------------------------------------------------------------------------------------------------

| | (c) | Warrant Indenture relating to the Common
Share purchase warrants of the Corporation issued on November 19, 2009, as amended by a Supplemental Warrant Indenture dated June
25, 2010; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | the Convertible Debenture Indenture dated
March 23, 2011 relating to the Convertible Debentures.
| | --- | ------------------------------------------------------------------------------------------------





Each of these agreements has been filed
and can be accessed online at www.sedar.com.



INTERESTS
OF EXPERTS



The auditors of the
Corporation, Deloitte & Touche LLP, prepared the Independent Auditor’s Report to shareholders with respect to the consolidated
Statement of Financial Position of the Corporation as at December 31, 2011, December 31, 2010 and December 31, 2009 and the consolidated
Statements of Operations and Comprehensive Income (Loss), changes in shareholder equity and cash flows for the two year period
ended December 31, 2011. Deloitte & Touche LLP is independent with respect to the Corporation within the meaning of the Rules
of Professional Conduct of the Institute of Chartered Accountants of Nova Scotia.



The 2011 Black Fox
Technical Report was prepared by Tim Maunula, P. Geo., of Tetra Tech WEI Inc. (“Tetra Tech”), and included contributions
by the following persons, all of whom are representatives of Tetra Tech:



| | 1. | Karlis Jansons, P.Eng;
| | -- | ----------------------

| | 2. | Andrew Mackenzie, P.Eng;
| | -- | ------------------------

| | 3. | Charles Tkaczuk, P.Eng;
| | -- | -----------------------

| | 4. | Douglas Ramsey, R.P. Bio;
| | -- | -------------------------

| | 5. | Richard Hope, C.Eng;
| | -- | --------------------

| | 6. | Marvin Silva, Ph.D., P.Eng;
| | -- | ---------------------------

| | 7. | Peter Broad, P.Eng;
| | -- | -------------------

| | 8. | Pacifico Coruz, P.Eng;
| | -- | ----------------------

| | 9. | Phillip Bridson, P.Eng;
| | -- | -----------------------

| | 10. | Michael Gabora, P. Geo;
| | --- | -----------------------

| | 11. | Timothy Maunula, P.Geo.
| | --- | -----------------------



The preceding authors
of the 2011 Black Fox Technical Report are each a “qualified person” and were "independent" of the Corporation
as those terms are defined in NI 43-101 at the time the report was filed. The author and their firm do not own any Common Shares.



The 2011 Goldfields
Technical Report was prepared by Tim Maunula, P. Geo., of Tetra Tech, and included contributions by the following persons, all
of whom are representatives of Tetra Tech:



| | 1. | Cliff Lusby, P.Eng.
| | -- | -------------------

| | 2. | Kyle Krushelniski, P.Eng.
| | -- | -------------------------

| | 3. | Dan A.Mackie, P.Eng.
| | -- | --------------------

| | 4. | Al Hayden, P.Eng.
| | -- | -----------------

| | 5. | Tim Maunula, P.Geo.
| | -- | -------------------

| | 6. | Paul Daigle, P.Geo.
| | -- | -------------------



Page 66Brigus Annual Information Form 2011







The preceding authors of the 2011 Black
Fox Technical Report are each a “qualified person” and were "independent" of the Corporation as those terms
are defined in NI 43-101 at the time the report was filed. The author and their firm do not own any Common Shares.



The 147 and Contact Zones 2011 Technical
Report was prepared by Tim Maunula, P. Geo., and Laura Karrie, P.Geo. of Tetra Tech. Both Authors of the 147 and Contact Zones
2011 Technical Report are each a “qualified person” and were "independent" of the Corporation as those terms
are defined in NI 43-101 at the time the report was filed. The author and their firm do not own any Common Shares.



ADDITIONAL
INFORMATION



Additional information
relating to the Corporation may be found under the Corporation’s profile on the System for Electronic Document Analysis and
Retrieval (SEDAR) at www.sedar.com.



Additional information,
including regarding directors' and officers' remuneration and indebtedness, principal holders of the Corporation's securities and
securities authorized for issuance under equity compensation plans, is contained in the Corporation's management information circular
dated April 15, 2011 and filed on SEDAR on May 3, 2011, in respect of the annual general meeting of shareholders of the Corporation
held on May 27, 2011. Additional financial information is also provided in the Corporation's Financial Statements and Management's
Discussion & Analysis for its most recently completed financial year.



GLOSSARY OF NON-TECHNICAL TERMS



"147 and Contact Zones 2011 Technical
Report" means the report entitled "Technical Report and Resource Estimate on the 147 and Contact Zones of the Black
Fox Complex, Ontario, Canada" dated December 15, 2011 prepared by Wardrop Engineering Inc., A Tetra Tech Company, Toronto,
Ontario and filed on SEDAR on January 27, 2012;

"2011 Black Fox Technical Report"
means the report entitled "Brigus Gold Corp. Black Fox Project National Instrument 43-101 Technical Report" dated January
6, 2011 prepared by Wardrop Engineering Inc., A Tetra Tech Company, Toronto, Ontario and filed on SEDAR on January 7, 2011 pursuant
to the provisions of National Instrument 43-101 in respect of the Black Fox Project;

"Brigus" means Brigus
Gold Corp.;

"Common Share" means a
common share in the capital of the Corporation;

“Company” means Brigus
Gold Corp.;

"Corporation" means Brigus
Gold Corp.;

"Financial Statements"
means the Corporation's audited financial statements as at December 31, 2011, together with the notes thereto;

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

“SEC Industry Guide 7”
meansU.S. reporting guidelines that apply to registrants engaged or to be engaged in significant mining operations; and

"Stock Option Plan" means
the Corporation's stock option plan providing for the granting of incentive options to the Corporation's directors, officers, employees
and consultants in accordance with the rules and policies of the Exchange.



Page 67Brigus Annual Information Form 2011







GLOSSARY OF TECHNICAL TERMS



This glossary comprises
a general list of common technical terms that are typically used by geologists. The list has been edited to conform in general
to actual usage in the body of the AIF. Readers should refer to more comprehensive dictionaries of geology in printed form or available
on the internet for a complete glossary.



brecciarock consisting of angular
fragments of other rocks held together by mineral cement or a fine grained matrix;



doréunrefined gold bullion
bars containing various impurities such as silver, copper and mercury, which will be further refined to near pure gold;



faulta rock fracture along which
there has been displacement;



feasibility studya definitive engineering
and economic study addressing the viability of a mineral deposit taking into consideration all associated technical factors, costs,
revenues, and risks;



folda curve or bend of a planar
structure such as rock strata, bedding planes, foliation, or cleavage;



formationa distinct layer of sedimentary
rock of similar composition;



gradequantity of metal per unit
weight of host rock;



host rockthe rock containing a
mineral or an ore body;



hydrothermalthe products of the
actions of heated water, such as a mineral deposit precipitated from a hot solution;



induced polarizationan exploration
method which uses either the decay of an excitation voltage (time-domain method) or variations in the Earth's resistivity at two
different but low frequencies (frequency-domain method);



maficpertaining to or composed
dominantly of the ferromagnesian rock-forming silicates; said of some igneous rocks and their constituent minerals;



mapping or geologic mappingthe
recording of geologic information such as the distribution and nature of rock units and the occurrence of structural features,
mineral deposits, and fossil localities;



metamorphismthe process by which
rocks are altered in composition, texture, or internal structure by extreme heat, pressure, and the introduction of new chemical
substances;



metasedimentsediment or sedimentary
rock that shows evidence of having been subjected to metamorphism;



minerala naturally formed chemical
element or compound having a definite chemical composition and, usually, a characteristic crystal form;



mineralizationa natural occurrence
in rocks or soil of one or more metal yielding minerals;



miningthe process of extraction
and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining
process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of
the deposit is realized;



Page 68Brigus Annual Information Form 2011







open pitsurface mining in which
the ore is extracted from a pit or quarry, the geometry of the pit may vary with the characteristics of the ore body;



oremineral bearing rock that can
be mined and treated profitably under current or immediately foreseeable economic conditions;



ore bodya mostly solid and fairly
continuous mass of mineralization estimated to be economically mineable;



outcropthat part of a geologic
formation or structure that appears at the surface of the earth;



pyritecommon sulfide of iron;



quartza mineral composed of silicon
dioxide, SiO2 (silica);



reclamationthe process by which
lands disturbed as a result of mining activity are modified to support beneficial land use. Reclamation activity may include the
removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings storage facilities, leach
pads and other mine features, and contouring, covering and revegetation of waste rock and other disturbed areas;



reclamation and closure coststhe
cost of reclamation plus other costs, including without limitation certain personnel costs, insurance, property holding costs such
as taxes, rental and claim fees, and community programs associated with closing an operating mine;



recovery ratea term used in process
metallurgy to indicate the proportion of valuable material physically recovered in the processing of ore, generally stated as a
percentage of the material recovered compared to the total material originally present;



sedimentary rockrock formed at
the earth’s surface from solid particles, whether mineral or organic, which have been moved from their position of origin
and redeposited;



stockworka complex system of structurally
controlled or randomly oriented veins;



strikethe direction or trend that
a structural surface, e.g. a bedding or fault plane, takes as it intersects the horizontal;



stripto remove overburden in order
to expose ore;



sulfidea mineral including sulphur
(S) and iron (Fe) as well as other elements; metallic sulphur-bearing mineral often associated with gold mineralization;



veina thin, sheet-like crosscutting
body of hydrothermal mineralization, principally quartz; and



volcanic rockoriginally molten
rocks, generally fine grained, that have reached or nearly reached the earth’s surface before solidifying.



Page 69Brigus Annual Information Form 2011







SCHEDULE A

SUMMARY OF 2011 BLACK FOX TECHNICAL REPORT



1.1         Introduction



Wardrop, A Tetra Tech
Company (Wardrop) was commissioned by Brigus to prepare a Mineral Resource and Mineral Reserve Estimate and Feasibility Study,
compliant with National Instrument 43-101 (NI 43-101), of the Black Fox open pit and underground gold project (Black Fox) in Timmins,
Ontario, Canada. Black Fox is located approximately 10 kilometres (km) east of the town of Matheson, Ontario, Canada along the
east-west trending 200 km Destor-Porcupine Fault Zone (DPFZ).



This Feasibility Study
is intended for the use of Brigus for the further development and expansion of Black Fox open pit and underground mine operation.
This report meets the requirements for NI 43-101 and the Resource and Reserves definitions as set forth in the Appendix to Companion
Policy 43-101CP, Canadian Institute of Mining, Metallurgy and Petroleum (CIM) – Definitions Adopted by CIM Council, November
2005.



1.2         Geology



The Black Fox deposit
is described by Prenn (2006) as follows:

“Gold mineralization at the Black
Fox deposit occurs in several different geological environments within the main ankerite alteration zone, which has an indicated
strike length of over 1000 m and a variable true width ranging from 20 to over 100 m. This mineralized envelope occurs primarily
within komatiitic ultramafics and lesser mafic volcanics within the outer boundaries of the Destor-Porcupine Fault Zone. The auriferous
zones have several modes of occurrence; from concordant zones which follow lithological contacts and which have been subsequently
deformed, to slightly discordant ones which are associated with syenitic sills and quartz veins or stockworks.”



For this study, the
mineralization is subdivided into three main domains based on the continuity and style of the mineralization. The first is called
the “Main Zone” and is delineated by the primary domain of shearing and mineralization. It is broader near surface
reaching a maximum true width of 150 metres (“m”) normal to strike and dip and narrows at depth. It averages approximately
80 m normal to strike and dip and has currently been drill tested to 600 m below surface. Within the “Main Zone”,
the mineralization occurs along both a foliated fabric cut by discrete shear zones and as stockwork carbonate veining. The second
mineralization domain is called the “Flow Zones”. This mineralization occurs as numerous sigmoid and lens shaped
bodies completely hosted within or adjacent to the “Main Zone”. The gold mineralization within these bodies
has good geologic and grade continuity. The rock is distinctive with strong foliation, pervasive shearing and can be correlated
reasonably well between adjacent drill holes. The third mineralization domain is High Grade (HG) Indicator Zone. This was a probabilistic
approach to define the zones of mineralization over 2 grams per tonne (g/t) gold (Au). This HG Indicator Zone was constrained within
the Main Zone and overlapped at times on the Flow Zone. Each of the three mineralization domains was modeled independently.



1.3         Mineral Resource

1.3.1      Estimation Methods



The Black Fox deposit
has been estimated using current block modeling techniques in Gemcom© GEMS 6.2.4. This included proper geologic input, appropriate
block model cell sizes, grade capping, assay compositing and reasonable interpolation parameters. The results have been verified
by visual review and statistical comparisons between the estimated block grades and the composites used to assign them. The ordinary
kriging models have also been validated with alternate estimation methods: Nearest Neighbour and Inverse Distance Weighting. No
biases have been identified in the model.



Page A-1Brigus Annual Information Form 2011







1.3.2      Resource Classification



The Mineral Resources
are classified under the categories of Measured, Indicated and Inferred Mineral Resources according to CIM guidelines. Classification
of the Resources reflects the relative confidence of the grade estimates, as a function of many factors including primarily; assay
data quality, QA/QC procedures, quality of density data, and sample spacing relative to geological and geo-statistical observations
regarding the continuity of mineralization.



No environmental, permitting,
legal, title, taxation, socio-economic, marketing or other relevant issues are known to the author that may affect the estimate
of mineral resources.



The resource model
blocks were classified into Indicated and Inferred categories based on the level of confidence in the grade estimate for each block.
This was accomplished with a combination of two main criteria: the number of drill holes (which in part reflects the number of
samples used) and the distance to the nearest of the sample points.



Indicated Resources
were categorized based on a minimum of three drill holes when the nearest sample point was less than or equal to 20 m. The remaining
blocks were classified as Inferred Resources. No blocks were categorized as Measured.



1.3.3      Resource Statement



The mineralization
of the Black Fox Mine as of October 31, 2010 is classified as Indicated and Inferred resources. The classified mineral resources
are shown in Table 1.1. The mineral resource is reported at a 0.88 g/t Au cut-off grade for the open pit and at 2.54 g/t Au cut-off
grade for the underground. These cut-offs have been developed by mine engineering as outlined in Section 19.



All blocks historically
mined underground were depleted and not included in the reported resource. The open pit survey provided by Brigus as of October
31, 2010 has been depleted from the resource statement.



Table 1          Resource Statement,
Black Fox Mine



|Mining Potential |  | Block Model |           | Cutoff (g/t Au) |  | Resource Class |       | Tonnes |           |  | Capped Au (g/t) |  |       | Contained Au (koz) | 
|---------------- |  | ----------- | --------- | --------------- |  | -------------- | ----- | ------ | --------- |  | --------------- |  | ----- | ------------------ | 
|Open Pit         |  | 2009A       |           | >= 0.88         |  | Indicated      |       |        | 3,164,200 |  |                 |  | 4.445 |                    | 
|                 |  |             |           | >= 0.88         |  | Inferred       |       |        | 667,100   |  |                 |  | 2.61  |                    | 
|Underground      |  | 2009A_4M    |           | >= 2.54         |  | Indicated      |       |        | 2,504,800 |  |                 |  | 7.182 |                    | 
|                 |  |             |           | >= 2.54         |  | Inferred       |       |        | 115,200   |  |                 |  | 5.816 |                    | 
|Total Indicated  |  |             | 5,669,000 |                 |  |                | 5.654 |        |           |  | 1,031           | 
|Total Inferred   |  |             | 782,300   |                 |  |                | 3.082 |        |           |  | 78              | 



The resource contains an Indicated Resource
of 1,031.4 koz and Inferred Resource of 77.5 koz of gold.



Page A-2Brigus Annual Information Form 2011









Table 2          Reserve
Statement, Black Fox Mine (at Oct 31, 2010)

|Zone      |  | Classification  |  | Recovery % |    |   | Tonnes |  |           | Au g/t |  |  | Au oz | 
|--------- |  | --------------- |  | ---------- | -- | - | ------ |  | --------- | ------ |  |  | ----- | 
|Pit       |  | Probable        |  |            | 95 | % |        |  | 3,159,800 |        |  |  | 3.228 | 
|U/G       |  | Probable        |  |            | 95 | % |        |  | 2,936,000 |        |  |  | 5.933 | 
|Stockpile |  | Proven          |  |            |    |   |        |  | 352,068   |        |  |  | 1.630 | 
|Total     |  | Proven/Probable |  |            |    |   |        |  | 6,447,868 |        |  |  | 4.372 | 



The Proven/Probable reserve contains 906,375
oz of gold as of October 31, 2010 (Table 1.2).



1.4          Mineral Processing and Metallurgical
Testing



The Mill is currently
treating 2,000 t/d of Black Fox ore (the range of daily mill feed is between 1,500 and 2,200 tonnes), with gold recoveries around
94%. This is confirmed by the gold shipment receipts from Johnson Matthey.



On occasions when the
Mill is operated above 2,200 t/d there is a significant drop in recovery, and it has been confirmed using Metsim® (a commercial
Computer simulation program) that this decline in recovery could be prevented by replacing the present primary mill with a Semi-autogenous
grinding unit.



A review of limited
grinding data, also suggests that crowding of the cyclones is causing some fine material to pass the underflow in the secondary
grinding circuit. A more thorough review of the grinding and leach circuit to determine the optimum leach size, may improve throughput
sufficiently to treat as much ore as the mine produces, without custom milling or new equipment purchases.



The Mill currently includes:

| | · | Primary and secondary crushing
| | - | ------------------------------

| | · | Two stage ball milling, with one primary
mill and two secondary mills, all in closed circuit
| | - | --------------------------------------------------------------------------------------------

| | · | A pre-leach thickener and two parallel
lines of three carbon columns in each
| | - | ----------------------------------------------------------------------------

| | · | A leach and carbon in leach circuit providing
24 hours of residence time
| | - | ------------------------------------------------------------------------

| | · | A carbon in pulp circuit extracting 3
tonnes of carbon per day
| | - | --------------------------------------------------------------

| | · | Two carbon strip and regeneration circuits
(one of 1 t/d capacity and the other of 3 t/d)
| | - | -----------------------------------------------------------------------------------------

| | · | A electro-winning circuit and gold bullion
(dore) furnace.
| | - | ----------------------------------------------------------



1.5         Mining Operations

1.5.1      Support Services



Black Fox mining operations
will be supported by various infrastructure systems. Electrical power being supplied by Hydro One will serve as the principle source
of energy. Propane will provide mine air heating and liquid fuels will be used primarily for mobile equipment. Compressed air,
mine de-watering and electrical power distribution as well as communications have been incorporated into the overall plant design.
Modifications and upgrades will be made to support the expansion of mining activities as required.



A sufficient number
of quality facilities including change houses, offices, warehousing, security, etc. are available to meet the needs of daily mine
operations and support personnel.



Underground refuge
stations have been outfitted in accordance with provincial and national requirements. A sufficiently staffed and trained mine rescue
team will be in place to support mining activities. Evacuation signalling will be primarily by Stench gas (methyl mercaptine) injecting
into the ventilation fresh air streams.



Page A-3Brigus Annual Information Form 2011







1.5.2      Hydrogeology



Extensive hydrogeologic
studies have been completed at the site to evaluate groundwater seepage into the proposed open pit and underground mine workings.
From the available information, it can be concluded that:

| | · | The bedrock associated with the open pit
is largely (if not completely) dewatered already as a result of underground mine dewatering operations.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Groundwater seepage may develop along
the western and southern walls of the pit at the contact between the more-permeable overburden/weathered upper bedrock and the
underlying less-permeable, competent bedrock.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | These groundwater inflows are anticipated
to be within or close to the predicted values, but greater than what has been experienced to date.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------

| | · | Existing monitoring data suggest that
Froome Lake has not been measurably impacted by mine dewatering.
| | - | ------------------------------------------------------------------------------------------------------

| | · | Existing hydrogeologic data support the
conclusion that seepage from Froome Lake to the groundwater system is small and that low permeability lake bed materials are limiting
the flow to the groundwater system.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Regardless, seepage from Froome Lake to
the groundwater system could increase as mining progresses and groundwater level lowering in the overburden increases hydraulic
gradients between the lake and the overburden groundwater system.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The magnitude of the change in seepage
will be limited by the low permeability lake bed materials.
| | - | --------------------------------------------------------------------------------------------------

| | · | Groundwater level and lake level monitoring
programs will continue to monitor for potential impacts to the shallow groundwater system and nearby lakes.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The current water management strategy
for the open pit is effective and should continue to be effective and consistent with operational cost projections.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Future pit phases may require use of the
designed sumps and pumping systems.
| | - | ----------------------------------------------------------------------------



1.6         Environmental Considerations



The environmental permits necessary for
development/operation of the mine and mill include:

| | · | Permit to Take Water (PTTW) – for
the withdrawal of surface or ground water quantities in excess of 50 cubic metres (m3) per day – including mine
underground or open pit dewatering.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Certificate of Approval/Air (CofA/Air)
– for treatment and discharge of emissions to air, including management of dust and noise in emissions.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| | · | Certificate of Approval/Industrial Sewage
Works (CofA/ISW) – for collection, treatment, and discharge of wastewaters.
| | - | ---------------------------------------------------------------------------------------------------------------------

| | · | Approved Closure Plan including posting
of financial assurance for closure.
| | - | ---------------------------------------------------------------------------



The Black Fox operation
is fully permitted and maintains separate PTTW’s, CofA/ISW, and CofA/Air for the mine and the mill. The mine and mill were
previously under separate ownership and the facilities were permitted separately. The permits for these facilities were acquired
with the properties and have been amended as the operations have evolved, maintaining the separate permitting for the sites.



1.7        Financial Analysis



Project economics have
been evaluated as of Jan. 1, 2011, and have been reconciled against reserves reported as of Oct 31, 2010. Refer to Section 19,
Table 19.1.



Page A-4Brigus Annual Information Form 2011







Black Fox Life of Mine
(LOM) capital costs totalling US$74.8million are summarized in Table 1.3. Details supporting the Black Fox budgeted capital costs
are discussed in Section 23. Capital costs for 2011 are US$34.9million. Ongoing capital accounts for the remaining mine life. Capital
cost estimates are in 2011 US constant dollar terms.



Table 3          LOM Capital Costs (US$000s)

|Description       |  | 2011 Capital (US$000s) |          |  | Ongoing Capital (US$000s) |   |          | LOM Total (US$000s) | 
|----------------- |  | ---------------------- | -------- |  | ------------------------- | - | -------- | ------------------- | 
|Open Pit Mine     |  | $                      | 6,233.1  |  |                           | $ | 5,514.3  |                     | 
|Underground Mine  |  | $                      | 28,156.9 |  |                           | $ | 33,980.3 |                     | 
|Environment       |  | $                      | 91.4     |  |                           | $ | 114.3    |                     | 
|Mill              |  | $                      | 441.9    |  |                           | $ | 285.7    |                     | 
|Total LOM Capital |  | $                      | 34,923.3 |  |                           | $ | 39,894.6 |                     | 



Black Fox LOM operating costs are summarized
in Table 1.4. Operating cost estimates are in 2011 US constant dollar terms.



Table 4          Cash
Operating Cost Summary

|Description        |  | Unit Cost (US$/tonne milled) |       |  | Unit Cost (US$/tonne mined/milled) |   |      | Unit Cost (US$/tonne ore mined) |  |   | LOM Average (US$/tonne milled) |  |  | LOM Total (US$000s) |          
|------------------ |  | ---------------------------- | ----- |  | ---------------------------------- | - | ---- | ------------------------------- |  | - | ------------------------------ |  |  | ------------------- | ---------
|Open Pit Mining    |  |                              |       |  |                                    |   |      |                                 |  | $ | 2.60                           |  |  | $                   | 14.50    
|Underground Mining |  |                              |       |  |                                    |   |      |                                 |  | $ | 56.48                          |  |  | $                   | 26.47    
|Ore Handling       |  | $                            | 5.31  |  |                                    |   |      |                                 |  |   |                                |  |  | $                   | 5.31     
|Mill               |  | $                            | 13.83 |  |                                    |   |      |                                 |  |   |                                |  |  | $                   | 13.83    
|Assay Lab          |  |                              |       |  |                                    | $ | 0.98 |                                 |  |   |                                |  |  | $                   | 1.93     
|Site G&A           |  |                              |       |  |                                    | $ | 2.50 |                                 |  |   |                                |  |  | $                   | 4.91     
|Total              |  |                              |       |  |                                    |   |      |                                 |  |   |                                |  |  | $                   | 66.94/t  
|                   |  |                              |       |  |                                    |   |      |                                 |  |   |                                |  |  | $                   | 502/Au oz

*Mined/Milled is the total tonnes of the
pit plus underground mined plus the total milled.



Page A-5Brigus Annual Information Form 2011







1.7.1       Technical-Economic Results



The technical-economic
results are based upon work performed by Brigus Black Fox engineers and consultants and has been audited by Wardrop. All costs
are in 2011 US constant dollars. The economic model developed by Wardrop is pre-tax and assumes 100% equity to provide a clear
picture of the technical merits of the project.



The Wardrop LOM plan and economics are
based on the following:

| | · | A gold price of US$1200/oz for 88% of
accountable ounces and US$500/oz for 12% of accountable ounces (Sandstorm Agreement).
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | Probable reserves, no resources are included.
| | - | ---------------------------------------------

| | · | A mine life of 8.55 years, at a designed
rate of 730,000 t/a milled.
| | - | --------------------------------------------------------------------

| | · | An overall average metallurgical recovery
rate of 94% Au, over the LOM.
| | - | -----------------------------------------------------------------------

| | · | A cash operating cost of US$66.94/t milled,
US$502/oz Au.
| | - | ---------------------------------------------------------

| | · | LOM capital costs are budgeted to be US$74.8
million being comprised of US$11.7 million for the open pit, US$62.1 million for the underground mine, US$0.2million for environmental
and US$0.7 million for the mill.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | No salvage value is modeled.
| | - | ----------------------------



The base case economic
analysis results, shown in Table 1.5, indicate a pre-tax undiscounted cash flow of US$439.0 million and Net Present Value (NPV)
of US$359.4million at a 5% discount rate.



Table 5          Technical
Economic Results ($000s) (at Jan 1, 2011)

|Description                       |  | Technical Input or Result |               
|--------------------------------- |  | ------------------------- | --------------
|Ore                               |  |                           |               
|Open Pit                          |  |                           |               
|Waste                             |  |                           | 31,742,315 t  
|Ore                               |  |                           | 3,101,515 t   
|Total                             |  |                           | 34,843,830 t  
|Grade                             |  |                           | 3.213 g/t Au  
|Contained Gold                    |  |                           | 320,370 oz    
|Underground                       |  |                           |               
|Total Development                 |  |                           | 10,166 m      
|Ore                               |  |                           | 2,928,318 t   
|Grade                             |  |                           | 5.936 g/t Au  
|Contained Gold                    |  |                           | 558,849 oz    
|Mill                              |  |                           |               
|Ore Treated                       |  |                           |               
|Mill tonnes                       |  |                           | 6,248,669 t   
|Ore Grade                         |  |                           | 4.419 g/t Au  
|Contained Gold                    |  |                           | 887,754 oz    
|Recovered Gold @ 94%              |  |                           | 834,488 oz    
|Revenue ($000s)                   |  |                           |               
|Gross Revenue                     |  | $                         | 933,241       
|Refining & Transportation Charges |  | $                         | (1,097        
|Net Smelter Return                |  | $                         | 932,144       
|Royalty                           |  | $                         | 0             
|Gross Income From Mining          |  | $                         | 932,144       
|Realized Price (Gold)             |  | US$                       | 1118/oz Au    
|Operating Cost ($000s)            |  |                           |               
|Open Pit Mine                     |  | $                         | (90,594       
|Underground Mine                  |  | $                         | (165,391      
|Ore Handling                      |  | $                         | (33,180       
|Mill                              |  | $                         | (86,419       
|Assay Lab                         |  | $                         | (12,033       
|G&A                               |  | $                         | (30,696       
|Operating Costs                   |  | $                         | (418,314      
|                                  |  | US$                       | 502/oz Au     
|                                  |  | US$                       | 66.94/t milled
|Cash Operating Margin             |  | $                         | 513,829       
|                                  |  | US$                       | 616/oz Au     
|                                  |  | US$                       | 82.23/t milled
|Capital Cost                      |  |                           |               
|Open Pit                          |  | $                         | (11,747       
|Underground Mine                  |  | $                         | (62,137       
|Environment                       |  | $                         | (206          
|Mill                              |  | $                         | (728          
|Total Capital                     |  | $                         | (74,818       
|Cash Flow                         |  | $                         | 439,012       
|(NPV5%)                           |  | $                         | 359,386       



Page A-6Brigus Annual Information Form 2011







A sensitivity analysis
was performed for key economic parameters, which are shown below in Table 1.6. This analysis suggests that the project is most
sensitive to gold price. Operating costs are slightly more sensitive than capital costs due to the many operating functions associated
with the project.



Table 6          Project
Sensitivity (NPV5%, US$000’s)

|Description     |  |   | -20%    |  |  |   | -10%    |  |  |   | Base Case |  |  |   | +10%    |  |  |   | +20%    | 
|--------------- |  | - | ------- |  |  | - | ------- |  |  | - | --------- |  |  | - | ------- |  |  | - | ------- | 
|Gold Price      |  | $ | 210,506 |  |  | $ | 284,946 |  |  | $ | 359,386   |  |  | $ | 433,826 |  |  | $ | 508,265 | 
|Operating Costs |  | $ | 431,395 |  |  | $ | 395,391 |  |  | $ | 359,386   |  |  | $ | 323,381 |  |  | $ | 287,376 | 
|Capital Costs   |  | $ | 373,181 |  |  | $ | 366,283 |  |  | $ | 359,386   |  |  | $ | 352,488 |  |  | $ | 345,591 | 



The breakeven gold price was determined
to be US$602/oz.



1.8     Recommendations



Black Fox should continue to be developed.
The following are Wardrop’s recommendations.



1.8.1     Mineral Resource



The work by Brigus has been found to follow
industry accepted practices. Two areas were identified as opportunities to refine the mineral resource:



| | · | Wardrop recommends further specific gravity
analysis by rock types and mineralization styles to confirm that one value is appropriate for the whole model.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Pitard (2005) conclusions on sampling
identified that the drillhole data is likely biased and will likely underestimate the contained gold within the deposit. Wardrop
agrees with Pitard’s work and recommends that a comprehensive grade control procedure be prepared to address the sampling
issues be established for the Black Fox Mine. This will facilitate the delineation of ore and waste and the reconciliation between
the resource, reserve and milled grade.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page A-7Brigus Annual Information Form 2011







1.8.2      Geotechnical



Pro-active geotechnical
monitoring is recommended for all stages of pit and underground development. The monitoring program should be implemented as a
staged approach and include detailed geotechnical and tension crack mapping, as well as a suitable combination of surface displacement
monitoring (surface prisms) and piezometers.



Sufficient staffing
resources should be allocated to collect, process and interpret the geotechnical monitoring data on a weekly basis or as frequently
as required. The timely identification of accelerated movements from surface displacement monitoring and tension cracks will be
critical.



Up-to-date reports
on the status of highwall stability should be compiled and discussed regularly with operations personnel. These reports will also
assist mine engineering staff with their efforts to optimize final pit slopes and improve the effectiveness of the controlled blasting
program.



All seeps and springs
should be inspected, mapped and photographed. Large-scale structures should be characterized and monitored as they have the potential
to develop into tension cracks.



1.8.3      Mineral Processing and Metallurgical
Testing



One option to reduce
the mean particle size entering the leach circuit has been presented by DMA. This is to replace the current “primary”
mill with a Semi-Autogenous (SAG) mill, with a wrap-around motor.



This is a viable option,
but could incur significant costs, and the plant would need to operate on reduced tonnage while new foundations were installed.
Wardrop suggests a more thorough review of the existing circuit.



Mill data collected
on Sept 17th suggests that too much of the fines are misdirected to the secondary mills, and that minor changes to the
cyclones may be an effective solution.



If this is insufficient
then there remains the option of re-drilling the primary mill shell bolt holes, This would permit the installation of heavier liners
using larger fastening bolts, and would permit the mill to operate using larger (heavier) grinding balls.



Although the mill site
tailings facility has been designed for future expansion, it is recommended that the expansion design be reviewed based upon increased
ore milling and tails loading to the structure. This should include a detailed evaluation of facility volumetrics and dam structural
design capacity. Furthermore, the Phase 5 water management pond design should be evaluated for stability as well as discharge pumping
requirements under peak storm/snow melt events. Based upon these analyses recommendations will be provided to upgrade the facility
for the additional loading, if needed.



As discussed in Section
25 of this report, Brigus should consider placing a low permeable liner system below the ore stockpile area at the mill site. A
costing analysis should be conducted to evaluate increased gold yield from contact water vs. liner installation cost.



Page A-8Brigus Annual Information Form 2011







1.8.4     Mining Operations



Given that the surface
mining operations are underway and procedures well established there are no major recommendations to improve the operations. It
will be important, however, to monitor the procedure for the safe working of the underground old workings to ensure the risks are
minimized. This also has an impact on the dilution and recovery of the ore, so close monitoring and reconciliation of tonnages
and grade between mine and mill is particularly important.



Presently, the rock
stockpiles and soil overburden stockpile appear stable. However, it should be expected that the rock stockpiles will experience
additional load due to the underground mine development. Analyses should be conducted to evaluate the stockpile remaining design
capacity and required additional capacity if needed based upon projected waste rock generation. In addition, stability analyses
will need to be updated based upon added stockpile tonnage. Best management surface water and erosion controls also will also require
re-evaluation and updating if stockpile expansions are required. Unless Brigus plans future expansion of the pit, it is expected
that the present overburden stockpile configuration will not be significantly altered and therefore should not require any design
or operational changes.



Underground Mine Design

Wardrop recommends
a review to optimize the underground design, specifically the migration of main accesses – from the hanging wall (in the
current design) to the footwall. A trade-off study should be carried out to identify the advantages and disadvantages of either
location, plus optimization of the location of a single ramp access to serve both the East and West Zones.



1.8.5     Environmental Considerations



The dirty waste rock
stockpile may need to be expanded due to planned underground mining development. This will result in increased contact water inflow
to the holding pond. The holding pond capacity should therefore be reviewed, and based upon future peak load conditions expanded
if required. Also, the structural capacity of perimeter dams should be evaluated based upon the additional load profile.



Page A-9Brigus Annual Information Form 2011







SCHEDULE B



SUMMARY OF 147 AND CONTACT ZONES 2011
TECHNICAL REPORT



1.0          Introduction



Wardrop, a Tetra Tech
Company (Tetra Tech) was retained by Brigus Gold Corp.(Brigus) to estimate a mineral resource in accordance with CIM Best Practices
for the Contact and 147 zones of the Black Fox Complex (the Project), and disclose that estimate in a technical report, prepared
in accordance with National Instrument 43-101 (NI 43-101) and Form 43-101F1.



1.1          Property Description



The Project includes
approximately 2,425 ha of land. The project has a complicated land tenure combination, described in Figure 1.1 while Figure 4.1
lists the current land position for the Project.



1.2          Geology and Mineralization



The Project is located
within a district-wide, north-northwest trending, down-dropped block located in the north end of the Timiskaming Graben Structure.
The down dropping accommodated thicker accumulations of Proterozoic and Paleozoic sediments thereby significantly reducing the
exposure of Archean strata to erosion. This has resulted in the preservation of an unusually greater vertical extent of an Archean
lode gold depositional system than normally encountered in the majority of Shield areas worldwide, and there are very few examples
of these high-level gold deposits. The Contact and 147 Zones have characteristics of high-level, brittle-style mineralization,
and similar geological features have also been noted at the former Ross Gold Mine nearby. The best documentation of mineralization
classified as high-level, brittle-style elsewhere in an Archean Shield area, are the Wiluna deposits in the Norseman-Wiluna belt,
Yilgarn block of Western Australia.



1.2.1       Contact Zone Mineralization



The gold mineralization
of the Contact Zone occurs dominantly in the brecciated zones above the sediment contacts. The higher grade appears as “free
gold” in the silica and albite altered sections with late stage reddish-white calcite/ankerite veinlets containing 0.5 mm
pyrite stringers (Di Prisco 1996). Metallic mineralization of the Contact Zone is mainly pyrite. Di Prisco, in 1996 analyzed seven
samples as thin sections and noted that minor amounts of arsenopyrite, chalcopyrite and pyrrhotite were intergrown with the pyrite.
He also noted the pyrite formed as disseminated grains of subhedral to euhedral crystals along hairline fractures



Page B-1Brigus Annual Information Form 2010







Figure 1.1	 Black Fox Complex
Mineral Claims







The brecciated quartz
cement and veinlets were noted to be “peppered” with finegrain flakes and “rosettes” of molybdenite. One
other note was that molybdenite was normally associated with the pyrite and observed to be locally overgrown by pyrite. Di Prisco
concluded that there was a direct correlation between the gold precipitation and molybdenite occurrence, with or without pyrite.



1.2.2        147 Zone Mineralization



The gold mineralization
known as the 147 Zone is located principally in areas of intense fracturing, microbrecciation, and brecciation, and where the fractures
and breccia interstices are filled and cemented by bluish-gray, cherty, zoned, pyrite quartz stringers veinlets.



Veinlet frequency and
particularly orientation is difficult to accurately determine in the drill core, however a limited number of oriented drillholes
suggest networks or arrays of sub-parallel veinlets in the core area of the 147 Zone with a frequency of approximately two to four
of the more wider veinlets per true width of one meter of core. The intervening rocks are intensely brecciated, and generally mineralized
with finely disseminated and fracture pyrite within an assortment of variably altered fragments.



Page B-2Brigus Annual Information Form 2010







1.3          Status of Exploration



Brigus has performed
aeromagnetic gradient surveys and Titan 24-Deep induced polarization (IP) geophysical surveys on the Project property. The majority
of the work performed is in the form of drilling, a total of 247 drillholes were completed in 2011. Diamond drilling is ongoing
at this time, the cut-off date for drillholes included in this resource estimate was November 24, 2011.



1.4          Resource Estimate



Tetra Tech completed
the mineral resource estimation using Gemcom GEMSTM 6.3.1 Desktop software for the Project. Tim Maunula, P.Geo. of Tetra Tech
was the QP responsible for the resource estimation of the 147 and Contact Zone deposits in the Black Fox Complex.



The resource database
contained information from 327 complete drillholes totalling 107,343.9 m of drilling. A total of 34,304 records were contained
in the assay table. The Contact Zone and 147 Zone mineralization of the Black Fox Complex, as of November 30, 2011 is classified
as Indicated and Inferred Resources. The classified mineral resources are shown in Table 1.1. The total Indicated Resource is 867,100
t at a capped grade of 4.180 g/t gold (Au). The total Inferred Resource is 5,464,500 t at a capped grade of 2.611 g/t Au.



Table 1.1          Resource Statement, Contact
and 147 Zones, Black Fox Complex



|Resource Class |  | Cut-off
Grade (g/t Au) |                                                                                                      |  | Potential Material |             | Tonnes |  |           | Capped Au (g/t) |  |  | Contained Au (oz) |        
|-------------- |  | ---------------------- | ---------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | ------ |  | --------- | --------------- |  |  | ----------------- | -------
|Indicated      |  |                        | 2.63                                                                                                 |  |                    | Underground |        |  | 323,800   |                 |  |  | 6.991             |        
|               |  |                        | 0.65                                                                                                 |  |                    | Open Pit    |        |  | 543,300   |                 |  |  | 2.505             |        
|               |  |                        | Total Indicated                                                                                      |  |                    | 867,100     |        |  |           | 4.180           |  |  |                   | 116,710
|Inferred       |  |                        | 2.63                                                                                                 |  |                    | Underground |        |  | 565,700   |                 |  |  | 5.902             |        
|               |  |                        | 0.65                                                                                                 |  |                    | Open Pit    |        |  | 4,898,800 |                 |  |  | 2.231             |        
|               |  |                        | Total
                                                                                      Inferred |  |                    | 5,464,500   |        |  |           | 2.611           |  |  |                   | 459,429



The mineral resource
is reported at a 0.65 g/t Au cut-off grade for potential open pit material and at 2.63 g/t Au cut-off grade for the potential underground
material. These cut-offs have been developed based on current costs experienced at the Black Fox Mine.



1.5        Conclusions and Recommendations



1.5.1     Phase I Recommendations



Phase I recommendations
include:

| | · | conduct metallurgical test work on the various
types of mineralization within the Contact and 147 Zones
| | - | -------------------------------------------------------------------------------------------------------



| | · | conduct infill drilling to upgrade resource
classification from Inferred to Indicated
| | - | -------------------------------------------------------------------------------------



Page B-3Brigus Annual Information Form 2010







| | · | conduct bulk density testing on the various
types of mineralization within the Contact and 147 Zones
| | - | ----------------------------------------------------------------------------------------------------



| | · | conduct structural geological review.
| | - | -------------------------------------



1.5.2        Phase II Recommendations



Phase II recommendations
include:

| | · | develop an underground advanced exploration
program to facilitate the assessment of the Contact Zone mineralization
| | - | -------------------------------------------------------------------------------------------------------------------



| | · | conduct a preliminary economic assessment
to assess the Project economics
| | - | -------------------------------------------------------------------------



| | · | update the resource estimation as drilling
is completed on the Contact and 147 Zones.
| | - | -------------------------------------------------------------------------------------



1.5.3       Other Recommendations



Other recommendations
include:



| | · | diamond drill tables:
| | - | ---------------------



| | o | insert magnetic field readings into database when using magnetic Reflex instruments for downhole surveys
to assist in later identification of questionable azimuth readings
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | do not average assay grades in database
| | - | ---------------------------------------



| | o | record lower detection limits based on assaying methodology
| | - | -----------------------------------------------------------



| | · | conduct assay checks for high-grade gold
intersections
| | - | ------------------------------------------------------



| | · | improve the QA/QC program and make it more
effective through:
| | - | -------------------------------------------------------------



| | o | timely monitoring of control samples
| | - | ------------------------------------



| | o | review of assay methodologies
| | - | -----------------------------



| | o | consider use of second laboratory for pulp duplicates.
| | - | ------------------------------------------------------



1.5.4        Budget



A preliminary budget
for the recommended work is calculated in Table 1.2



Table 1.2          Preliminary Budget

|Phase    |  | Description                     |  | Budget
        ($)
|-------- |  | ------------------------------- |  | ------------------
|Phase I  |  | Metallurgical Test Work         |  | 75,000            
|         |  | Infill Drilling                 |  | 4,500,000         
|         |  | Bulk Density Test Work          |  | 5,000             
|         |  | Structural Geology Review       |  | 20,000            
|         |  | Total Phase I                   |  | 4,600,000         
|Phase II |  | Advanced Exploration Program    |  | 3,000,000         
|         |  | Preliminary Economic Assessment |  | 150,000           
|         |  | Update Resource Estimate        |  | 50,000            
|         |  | Total Phase II                  |  | 3,200,000         



Page B-4Brigus Annual Information Form 2010







Phase I is designed
to reduce project risk:



| | · | Infill Drilling upgrades resource classification
from Inferred to Indicated Resource
| | - | ------------------------------------------------------------------------------------



| | · | the metallurgical test work addresses recovery,
| | - | -----------------------------------------------



| | · | the bulk density test work addresses tonnage
of ore and waste
| | - | -------------------------------------------------------------



| | · | the structural geology review addresses the
geological interpretation.
| | - | ----------------------------------------------------------------------



Based on the results from Phase I, Phase
II will be initiated to provide confirmation of mineability through the Advanced Exploration Program and to confirm project economics
by the Preliminary Economic Assessment.





Page B-5Brigus Annual Information Form 2010







SCHEDULE C



BRIGUS GOLD CORP.

AUDIT COMMITTEE CHARTER



A new Charter of the Audit Committee was
adopted by the Brigus Board of Directors on March 29, 2011, superseding the previous April 2007 charter.



Audit Committee Charter



Purpose



| | 1. | The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) is to
assist the Board in its oversight of:
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------



| | i. | the financial reporting process and the quality, transparency and integrity of the Company’s financial statements and
other related public disclosures;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii. | the Company’s internal controls over financial reporting;
| | --- | ---------------------------------------------------------



| | iii. | the Company’s compliance with legal and regulatory requirements relevant to the financial statements and financial reporting;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------



| | iv. | the external auditors’ qualifications and independence; and
| | --- | -----------------------------------------------------------



| | v. | the performance of the external auditors.
| | -- | -----------------------------------------



| | 2. | The function of the Committee is oversight. The Company’s management is responsible for the preparation of the Company’s
financial statements in accordance with applicable accounting standards and applicable laws and regulations. The Company’s
external auditors are responsible for the audit or review, as applicable, of the Company’s financial statements in accordance
with applicable auditing standards and laws and regulations.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Committee Responsibilities



| | 3. | The Committee’s responsibilities shall include:
| | -- | -----------------------------------------------

External Auditors



| | a. | retaining and terminating, and/or making recommendations to the Board of Directors and the shareholders with respect to the
retention or termination of, an external auditing firm to conduct review engagements on a quarterly basis and an annual audit of
the Company’s financial statements;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | overseeing the work of the external auditor engaged (including resolution of disagreements between management and the auditor
regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest
services for the Company;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | communicating to the external auditors that they are ultimately accountable and must report directly to the Board and the Committee
as representatives of the shareholders;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page C-1Brigus Annual Information Form 2011







| | d. | evaluating the independence of and taking, or recommending that the Board take, appropriate action to oversee the independence
of the external auditor and any potential conflicts of interest and (to assess the external auditor’s independence) all relationships
between the external auditor and the Company;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e. | ensuring receipt from the external auditor, if required, of a formal written statement delineating all relationships between
the external auditor and the Company, consistent with Independence Standards Board Standard 1, and engaging in a dialogue with
the external auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of
the external auditor;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f. | approving, or recommending to the Board of Directors for approval, all audit engagement fees and terms, as well as all non-audit
engagements of the external auditors prior to the commencement of the engagement;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | g. | reviewing with the external auditors the plan and scope of the quarterly review and annual audit engagements;
| | -- | -------------------------------------------------------------------------------------------------------------



| | h. | setting hiring policies with respect to the employment of current or former employees of the external auditors;
| | -- | ---------------------------------------------------------------------------------------------------------------

Financial Reporting



| | a. | reviewing, discussing and recommending to the Board for approval the annual audited financial statements and related “management’s
discussion and analysis of financial and operating results” prior to filing with securities regulatory authorities and delivery
to shareholders;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | reviewing and discussing with the external auditors the results of their reviews and audit, any issues arising and management’s
response, including any restrictions on the scope of the external auditors’ activities or requested information and any significant
disagreements with management, and resolving any disputes;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | reviewing, discussing and approving, or recommending to the Board for approval, the quarterly financial statements and quarterly
“management’s discussion and analysis of financial and operating results” prior to filing with securities regulatory
authorities and delivery to shareholders;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | reviewing and discussing with management and the external auditors the Company’s critical accounting policies and practices,
material alternative accounting treatments, significant accounting and reporting judgments, material written communications between
the external auditor and management (including management representation letters and any schedule of unadjusted differences) and
significant adjustments resulting from the audit or review;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e. | reviewing and discussing with management the Company’s earnings press releases;
| | -- | -------------------------------------------------------------------------------



| | f. | reviewing and discussing such other relevant public disclosures containing financial information as the Committee may consider
necessary or appropriate;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | g. | reviewing and discussing with management the disclosure controls relating to the Company’s public disclosure of financial
information, including information extracted or derived from the financial statements, and periodically assess the adequacy of
such procedures;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Internal Controls Over Financial Reporting



| | a. | reviewing and discussing with management, the external auditors the effectiveness of the Company’s internal controls
over financial reporting, including reviewing and discussing any significant deficiencies in the design or operation of internal
controls, and any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company’s internal controls over financial reporting;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page C-2Brigus Annual Information Form 2011







| | b. | discussing the Company’s process with respect to risk assessment (including fraud risk), risk management and the Company’s
major financial risks and financial reporting exposures, all as they relate to internal controls over financial reporting, and
the steps management has taken to monitor and control such risks;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | establishing procedures for:
| | -- | ----------------------------



| | i. | the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters;
| | -- | ---------------------------------------------------------------------------------------------------------------



| | ii. | the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, internal
controls or auditing matters;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii. | the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing
matters; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------



| | iv. | the confidential anonymous submission by employees of the Company of concerns regarding safety, health and environment matters
or matters relating to harassment, abuse or other unacceptable conduct.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Related Party Transactions



Review any transaction involving
the Company and a related party at least once a year or upon any significant change in the transaction or relationship.  For
these purposes, a “related party transaction” includes any transaction required to be disclosed in accordance Canadian
Generally Accepted Accounting Principles and/or International Financial Reporting Standards.



Other



| | a. | meeting separately, periodically, with each of management and the external auditors;
| | -- | ------------------------------------------------------------------------------------



| | b. | reporting regularly to the Board;
| | -- | ---------------------------------



| | c. | reviewing and assessing its mandate and recommending any proposed changes to the Corporate Governance and Compensation Committee
of the Board on an annual basis; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | evaluating the functioning of the Committee on an annual basis, including with reference to the discharge of its mandate, with
the results to be reported to the Corporate Governance and Compensation Committee, which shall report to the Board.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Responsibilities of the Committee Chair



| | 4. | The fundamental responsibility of the Committee Chair is to be responsible for the management and effective performance of
the Committee and provide leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board.
To that end, the Committee Chair’s responsibilities shall include:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. | working with the Chairman of the Board, the Chief Executive Officer and the Secretary to establish the frequency of Committee
meetings and the agendas for meetings;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | providing leadership to the Committee and presiding over Committee meetings;
| | -- | ----------------------------------------------------------------------------



| | c. | facilitating the flow of information to and from the Committee and fostering an environment in which Committee members may
ask questions and express their viewpoints;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee;
| | -- | ----------------------------------------------------------------------------------------------------------------------------



| | e. | leading the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling
its mandate; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | f. | taking such other steps as are reasonably required to ensure that the Committee carries out its mandate.
| | -- | --------------------------------------------------------------------------------------------------------



Page C-3Brigus Annual Information Form 2011







Powers



| | 5. | The Committee shall have the authority, including approval of fees and other retention terms, to obtain advice and assistance
from outside legal, accounting or other advisors in its sole discretion, at the expense of the Company, which shall provide adequate
funding for such purposes. The Company shall also provide the Committee with adequate funding for the ordinary administrative expenses
of the Committee. The Committee shall have unrestricted access to information, management and the external auditors including private
meetings, as it considers necessary or appropriate to discharge its duties and responsibilities. The Committee may, in its discretion,
delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Composition



| | 6. | The Committee shall be appointed by the Board annually and shall be comprised of a minimum of three directors. If an appointment
of members of the Committee is not made as prescribed, the members shall continue as such until their successors are appointed.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | All of the members of the Committee shall be directors whom the Board has determined are independent, taking into account the
applicable rules and regulations of securities regulatory authorities and/or stock exchanges.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | Each member of the Committee shall be “financially literate” and at least one member of the Committee shall have
“accounting or related financial management expertise”1. At least one member of the Committee shall be an
“audit committee financial expert”, as defined in the applicable rules and regulations of securities regulatory authorities
and/or stock exchanges.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | If a Committee member simultaneously serves on the audit committee of more than three public companies, the Board shall make
a determination as to whether such service impairs the ability of such member to serve effectively on the Committee and disclose
such determination in the Company’s annual proxy statement.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Meetings



| | 10. | The Committee shall have a minimum of four meetings per year, to coincide with the Company’s financial reporting cycle.
Additional meetings will be scheduled as considered necessary or appropriate, including to consider specific matters at the request
of the external auditors.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 11. | The time and place of the meetings of the Committee, the calling of meetings and the procedure in all things at such meetings
shall be determined by the Chairman of the Committee.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








1 For purposes of this mandate, “financially
literate” means the ability to read and understand a balance sheet, an income statement, a cash flow statement and the related
notes that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity
of issues that can reasonably be expected to be raised by the Company's financial statements, and “accounting or related
financial management expertise” means the ability to analyze and interpret a full set of financial statements, including
the related notes that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth
and complexity of issues that can reasonably be expected to be raised by the Company's financial statements.



Page C-4Brigus Annual Information Form 2011