Silver Standard Resources Inc.: Exhibit 4.5 - Filed by newsfilecorp.com






UNDERWRITING AGREEMENT

	March 31, 2011 
	  
	Pretium Resources Inc. 
	2300 – 1066 West Hastings Street 
	Vancouver, B.C. 
	V6E 3X2 
	  
	and 
	  
	Silver Standard Resources Inc. 
	1400 - 999 West Hastings Street 
	Vancouver, B.C. 
	V6C 2W2 


The undersigned, CIBC World Markets Inc. (“CIBC”),
Citigroup Global Markets Canada Inc. (“Citi”), UBS Securities Canada Inc.
(“UBS”), BMO Nesbitt Burns Inc., Dahlman Rose & Company, LLC
(“Dahlman”), GMP Securities L.P., Credit Suisse Securities (Canada), Inc.
and Salman Partners Inc. (collectively, the “Underwriters” and each
individually an “Underwriter”) understand that Silver Standard Resources
Inc. (the “Silver Standard”) and Pretium Resources Inc.
(“Pretivm”) propose to sell to the Underwriters an aggregate of
10,000,000 units (the “Purchased Units”), each Purchased Unit to consist
of a common share of Pretivm (a “Purchased Share”) owned by Silver
Standard and one-half of one common share purchase warrant (each whole common
share purchase warrant, a “Purchased Warrant”), each full Purchased
Warrant being exercisable to purchase one common share of Pretivm at a price of
$12.50 (the “Warrant Exercise Price”) at any time prior to the date that
is 12 months after Closing (the “Expiry Date”). The Warrants shall be
issued pursuant to, and the exercise thereof shall be governed by, the
provisions of a warrant indenture (the “Warrant Indenture”), to be
entered into between Pretivm and Computershare Trust Company of Canada, as
warrant agent (the “Warrant Agent”). Each Unit (as hereinafter defined)
shall be separated into one Common Share and one-half Warrant at the Closing
Time (as hereinafter defined).

Upon and subject to the terms and conditions set forth herein,
the Underwriters hereby severally, and not jointly, offer to purchase from
Silver Standard in the respective percentages set forth in section 18 hereof,
Silver Standard agrees to sell to the Underwriters on an underwritten basis, all
but not less than all of the Purchased Shares at a price of $9.60 per Purchased
Share and Pretivm agrees to sell to the Underwriters on an underwritten basis,
all but not less than all of the Purchased Warrants at a price of $0.40 per
one-half Purchased Warrant, representing an aggregate purchase price per Unit of
$10.00 (the “Purchase Price”) for gross proceeds of $100,000,000 payable
to Silver Standard as provided in section 11(a), provided that the Underwriters
may distribute the Units: (i) in each of the provinces and territories of
Canada, other than Québec, pursuant to the Final Prospectus (as hereinafter
defined); (ii) in the United States on a substituted purchaser (“Substituted
Purchaser”) basis, through the U.S. Placement Agent(s) (as defined below)
pursuant to the exemptions from registration requirements of the 1933 Act (as
defined below) in accordance with Schedule “A” attached and Rule 506 of
Regulation D in accordance with Schedule “A” attached hereto; and (iii) in
accordance with the local laws of such other jurisdictions as may be agreed by
Silver Standard, Pretivm and the Underwriters (together, the “Offering”).
The number of Units to be purchased by the Underwriters hereunder shall be
reduced as a result of any sales of Units to Substituted Purchasers.




- 2 -

By acceptance of this Agreement, Pretivm grants to the
Underwriters an unassignable right to purchase, severally and not jointly, up to
1,500,000 additional Units (the “Additional Units”), at a price per
Additional Unit equal to the Purchase Price, for the purposes of covering
over-allotments, if any, and for market stabilization purposes in connection
with the Offering. The Over-Allotment Option may be exercisable by the
Underwriters in respect of: (i) Additional Units at the Offering Price; or (ii)
additional common shares of Pretivm owned by Silver Standard (the “Additional
Shares”) at a price of $9.60 per Additional Share; or (iii) additional
Warrants (the “Additional Warrants”) at a price of $0.40 per one-half
Additional Warrant; or (iv) any combination of Additional Units and/or
Additional Shares and/or Additional Warrants, so long as the aggregate number of
Additional Shares and Additional Warrants which may be issued under the
Over-Allotment Option does not exceed 1,500,000 Additional Shares and 750,000
Additional Warrants. In the event that the Over-Allotment Option is exercised,
any Additional Units and/or Additional Shares and/or Additional Warrants issued
thereunder shall be deemed to form part of the Offering for the purposes hereof
and all of the terms and conditions relating to the Closing shall apply to the
Over-Allotment Closing (as defined herein). Silver Standard and Pretivm covenant
and agree to do all such acts and things as may be required or advisable in
order for such right to be exercisable in the manner described in the Prospectus
(defined below). If CIBC, Citi and UBS (collectively, the “Lead
Underwriters”), on behalf of the Underwriters, elect to exercise such right,
the Lead Underwriters shall notify Silver Standard and Pretivm in writing, which
notice (the “Over-Allotment Notice”) shall specify the number of
Additional Units and/or Additional Shares and/or Additional Warrants to be
purchased by the Underwriters and the date on which such Additional Units,
and/or Additional Shares and/or Additional Warrants are to be purchased, which
date may be the same as the Closing Date but not earlier than the Closing Date
and shall not be later than 30 days following the Closing Date. The Option
Closing Date shall not be earlier than three Business Days (as defined below)
nor later than five Business Days after the date of the Over-Allotment Notice.
If any Additional Units and/or Additional Shares and/or Additional Warrants are
purchased, each Underwriter agrees, severally and not jointly, to purchase that
number of Additional Units and/or Additional Shares and/or Additional Warrants
(subject to such adjustments to eliminate fractional shares and/or warrants as
the Lead Underwriters may determine) equal to the total number of Additional
Units, and/or Additional Shares and/or Additional Warrants to be purchased
multiplied by the percentage set out in section 18 of this Agreement opposite
the name of such Underwriter.

The Purchased Units and the Additional Units are hereinafter
collectively referred to as the “Units”. The Purchased Shares and the
Additional Shares are hereinafter collectively referred to as the
“Shares”. The Purchased Warrants and the Additional Warrants are
hereinafter collectively referred to as the “Warrants”.




- 3 -

DEFINITIONS

In this Agreement:

“1933 Act” means the United
States Securities Act of 1933, as amended;

“1934 Act” means the United
States Securities Exchange Act of 1934, as amended;

“Acquisition Agreement” means
the share purchase and sale agreement between Pretivm and Silver Standard made
as of October 28, 2010, as amended by the amending agreement between Pretivm and
Silver Standard made as of November 4, 2010;

“Additional Shares” has the
meaning given to it above; 

“Additional Units” has the
meaning given to it above; 

“Additional Warrants” has the
meaning given to it above;

“Affiliate” or
“affiliate” has the meaning given to it in the Securities Act
(British Columbia);

“Agreement” means this agreement
among Silver Standard, Pretivm and the Underwriters relating to the
Offering;

“BCBCA” means the Business
Corporations Act (British Columbia), as amended, including the regulations
promulgated thereunder;

“BCSC” means the British
Columbia Securities Commission;

“Brucejack Project” has the
meaning ascribed to such term in the Prospectus;

“Business Day” means any day,
other than a Saturday or Sunday, on which banks in Vancouver, British Columbia
are open for commercial banking business during normal banking hours;

“Canadian Securities Laws” means
all applicable securities laws in each of the Qualifying Provinces and the
respective rules, regulations, blanket orders and blanket rulings under such
laws together with applicable published policies, policy statements and notices
of the securities regulatory authorities in the Qualifying Provinces;

“Canadian Securities Regulators”
means, collectively, the applicable securities commission or securities
regulatory authority in each of the Qualifying Provinces;

“CDS” means The Canadian
Depository for Securities Limited;

“Claim” has the meaning given to
it in section 14(a);

“Closing” means the completion
of the issue and sale of the Purchased Units pursuant to this Agreement;




- 4 -

“Closing Date” means April 8,
2011 or such other date as Pretivm, Silver Standard and the Underwriters may
agree upon in writing or as may be changed pursuant to section 7;

“Closing Time” means 5:30 a.m.
(Vancouver time) on the Closing Date;

“Combined Project Assets” has
the meaning ascribed to that term in the Prospectus;

“Delivery Agreement” means the
agreement between Silver Standard, Pretivm and the Delivery Agreement Agent
providing for the delivery by Silver Standard to the Delivery Agreement Agent of
all of the common shares of Pretivm that may, from time to time, be deliverable
upon the exercise of the Warrants;

“Delivery Agreement Agent” means
Computershare Trust Company of Canada; 

“Directors” means the directors
of Pretivm, elected or appointed from time to time;

“Documents Incorporated by
Reference” means all notices, financial statements, management information
circulars, annual information forms, material change reports, business
acquisition reports or other documents issued by Pretivm, whether before or
after the date of this Agreement, that are required by applicable Securities
Laws to be incorporated by reference into the Preliminary Prospectus, the Final
Prospectus and any Prospectus Amendment;

“Final Prospectus” means the
final short form prospectus, including all Documents Incorporated by Reference,
to prepared and filed by Pretivm relating to the distribution of the Units;

“Final Receipt” means the
receipt for the Final Prospectus issued by the BCSC, as principal regulator, and
deemed to be issued by the other Canadian Securities Regulators, in accordance
with MI 11-102 and NP 11-202;

“Financial Statements” means the
audited financial statements of Pretivm for the fiscal year ended December 31,
2010, together with the notes thereto and the report of PWC thereon, as
contained in the Prospectus;

“IFRS” means international
financial reporting standards from time to time approved by the International
Accounting Standards Board, or any successor body; 

“Indemnified Party” has the
meaning given to it in section 14(a);

“Indemnifier” has the meaning
given to it in section 14(a) ;

“Investor Rights Agreement”
means the investor rights agreement between Pretivm and Silver Standard dated
December 21, 2010;

“Lead Underwriters” has the
meaning given to it above;




- 5 -

“Liens” means any encumbrance or
title defect of whatever kind or nature, regardless of form, whether or not
registered or registrable and whether or not consensual or arising by law
(statutory or otherwise), including any mortgage, lien, charge, pledge or
security interest, whether fixed or floating, or any assignment, lease, option,
right of pre-emption, privilege, encumbrance, easement, servitude, right of way,
restrictive covenant, right of use or any other right or claim of any kind or
nature whatever which affects ownership or possession of, or title to, any
interest in, or the right to use or occupy such property or assets (including
the Snowfield Project, the Brucejack Project and the Combined Project
Assets);

“Material Adverse Effect” means
any change, event, violation, circumstance or effect which is or is reasonably
likely to (i) have a material adverse effect on a person’s business, affairs,
liabilities (absolute, accrued, contingent or otherwise), capital, operations,
financial condition, properties, prospects or assets (including the Snowfield
Project, the Brucejack Project and the Combined Project Assets), in all cases,
whether or not arising in the ordinary course of business and considered on a
consolidated basis or (ii) result in the Prospectus or any Prospectus Amendment
containing a misrepresentation;

“material change” means a
material change for the purposes of Canadian Securities Laws or, where undefined
under applicable Canadian Securities Laws, means a change in the business,
operations or capital of a person that would reasonably be expected to have a
significant effect on the market price or value of its securities and includes a
decision to implement such a change made by the board of directors of such
person, or, alternatively, by senior management of such person, where they
believe that confirmation of the decision by the board of directors of such
person, is probable;

“Material Contracts” has the
meaning set out in section 5(b)(i)(KK); 

“material fact” means a material
fact for the purposes of Canadian Securities Laws or, where undefined under
applicable Canadian Securities Laws, means a fact that would reasonably be
expected to have a significant effect on the market price or value of a person’s
securities;

“MI 11-102” means Multilateral
Instrument 11-102 Passport System adopted by the Canadian Securities
Regulators other than the Ontario Securities Commission;

“misrepresentation” means a
misrepresentation for the purposes of Canadian Securities Laws or, where
undefined under applicable Canadian Securities Laws, means any untrue statement
of a material fact or an omission to state a material fact that is required to
be stated or that is necessary to prevent a statement that is made from being
false or misleading in the circumstances in which it was made;

“NI 43-101” means National
Instrument 43-101 Standards of Disclosure for Mineral Projects adopted by
the Canadian Securities Regulators;

“NP 11-202” means National
Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions
adopted by the Canadian Securities Regulators;




- 6 -

“notice” has the meaning given
to it in section 22;

“Offering” has the meaning given
to it above;

“Option Closing” means
completion of the issue and sale by Silver Standard of the Additional Units
and/or Additional Shares and/or Additional Warrants, as the case may be,
pursuant to this Agreement;

“Option Closing Date” means the
date for the Option Closing set out in the notice of exercise of the
Over-Allotment Option provided by the Lead Underwriters to Silver Standard and
Pretivm or on such other date as the Underwriters, Silver Standard and Pretivm
may agree;

“Option Closing Time” means 5:30
a.m. (Vancouver time) on the Option Closing Date or such other time on the
Option Closing Date as may be agreed to by Silver Standard, Pretivm and the
Underwriters;

“Over-Allotment Option” means
the option granted by Silver Standard to the Underwriters to purchase up to
1,500,000 Additional Units on the terms set out herein;

“Permitted Encumbrances” has the
meaning ascribed to such term in the Acquisition Agreement;

“Preliminary Prospectus” means
the preliminary short form prospectus including all Documents Incorporated by
Reference dated March 22, 2011 prepared by Pretivm and Silver Standard relating
to the distribution of the Units;

“Preliminary U.S. Placement
Memorandum” means the preliminary U.S. private placement memorandum of
Pretivm dated March 2011 for the placement of the Units in the United States to
accredited investors in accordance with Regulation D;

“Pretivm” means Pretium
Resources Inc.;

“Pretivm Exploration” means
Pretivm Exploration Inc.; 

“Pretivm Underlying Shares”
means, in the event of a default by Silver Standard of its obligations under the
Delivery Agreement to deliver the Silver Standard Underlying Shares to the
Warrant Agent, the common shares of Pretivm to be issued by Pretivm upon the
exercise of the Warrants in accordance with the Warrant Indenture;

“Prospectus” means,
collectively, the Preliminary Prospectus and the Final Prospectus;

“Prospectus Amendment” means any
amendment to the Preliminary Prospectus or the Final Prospectus;

“Purchase Price” has the meaning
given to it above;

“Purchased Shares” has the
meaning given to it above;




- 7 -

“Purchased Units” has the
meaning given to it above;

“Purchased Warrants” has the
meaning given to it above;

“PWC” means
PricewaterhouseCoopers LLP, Chartered Accountants, as auditor of Pretivm;

“Qualifying Provinces” means all
of the provinces and the territories of Canada, other than Québec;

“Qualifying States” means each
of the U.S. States into which the Purchased Units are offered or sold;

“Regulation D” means Regulation
D under the 1933 Act; 

“Regulation S” means Regulation
S under the 1933 Act; 

“Related Agreements” means: 

	 	(a) 	
      this Agreement;

	 	 	 
	 	(b) 	
      the Delivery Agreement; and

	 	 	 
	 	(c) 	
      the Warrant Indenture;



“Relevant Security” means common
shares of Pretivm, any other equity security of Pretivm or any of its
subsidiaries and any security convertible into or exercisable or exchangeable
for, any common shares of Pretivm or any other equity security of Pretivm;

“Rules and Regulations” means
the rules and regulations of the SEC; 

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

“Selling Firm” has the meaning
given to it in section 3; 

“Shares” has the meaning given
to it above; 

“Silver Standard” means Silver
Standard Resources Inc.;

“Silver Standard Matters” means
any information contained in, or required by law to be contained in, the
Prospectus, including any Document Incorporated by Reference therein, relating
solely to Silver Standard and/or Silver Standard’s interest in common shares of
Pretivm;

“Silver Standard Underlying
Shares” means the common shares of Pretivm owned by Silver Standard which
are to be delivered by Silver Standard to the Warrant Agent pursuant to the
Delivery Agreement and delivered by Pretivm, or the Warrant Agent on behalf of
Pretivm, to the holders of Warrants upon the exercise of the Warrants in
accordance with the Warrant Indenture; 




- 8 -

“Snowfield Project” has the
meaning ascribed to such term in the Prospectus; 

“subsidiary” has the meaning
given to it in the Securities Act (British Columbia); 

“Substituted Purchasers” has the
meaning given to it above; 

“Tax Act” means the Income
Tax Act (Canada) and the regulations thereunder; 

“Transfer Agent” means
Computershare Investor Services Inc.; 

“TSX” means the Toronto Stock
Exchange; 

“Underwriter” and
“Underwriters” have the respective meanings given to them above; 

“Underwriting Fee” has the
meaning given to it in section 10; 

“Units” has the meaning given to
it above;

“U.S. Placement Agent” means the
U.S. broker-dealer affiliate of an Underwriter, or an Underwriter in accordance
with applicable United States broker-dealer requirements, that makes offers of
Purchased Units in the United States;

“U.S. Placement Memorandum
for Institutions” means the private placement memorandum of Pretivm to be
prepared in connection with the placement of the Purchased Units in the United
States to institutional accredited investors in accordance with Regulation D;


“U.S. Placement Memorandum
for Non-Institutions” means the private placement memorandum of Pretivm to
be prepared in connection with the placement of the Purchased Units in the
United States to non-institutional accredited investors, and a subset of
institutional accredited investors, in accordance with Regulation D; 

“U.S. Securities Laws” means all
applicable securities laws of the United States including, but not limited to,
the 1933 Act and the 1934 Act and including the state securities laws of each of
the U.S. States in which the Units are offered and the respective rules,
regulations, orders and rulings under such laws, together with applicable
published policies, policy statements and notices of the securities regulatory
authorities in the United States and in each of the U.S. States;

“Warrant Agent” means
Computershare Trust Company of Canada; 

“Warrant Certificates” means the
certificates evidencing the Warrants substantially in the form set forth in the
Warrant Indenture;

“Warrant Indenture” means the
agreement to be dated as of the Closing Date between Pretivm and the Warrant
Agent pursuant to which the Warrants are to be issued; and

“Warrants” has the meaning given
to it above.




- 9 -

Unless otherwise expressly provided in this Agreement, words
importing only the singular number include the plural and vice versa and words
importing gender include all genders. Reference to “Sections” or “Clauses” are
to the appropriate section or clause of this Agreement.

Where any representation or warranty in this Agreement is
expressly qualified by reference to the knowledge of Pretivm, it is deemed to
refer to the actual knowledge (after due inquiry) of Robert Quartermain, Joseph
Ovsenek, Kenneth McNaughton and Peter de Visser. Where any representation or
warranty in this Agreement is expressly qualified by reference to the knowledge
of Silver Standard, it is deemed to refer to the actual knowledge (after due
inquiry) of John Smith and Tom Yip.

All references to dollars or “$” are to Canadian dollars unless
otherwise expressed.

TERMS AND CONDITIONS

	1. 	
      Compliance With Securities
Laws



Pretivm represents and warrants to, and covenants and agrees
with, the Underwriters that it has prepared and filed the Preliminary Prospectus
and has obtained pursuant to MI 11-102 and NP 11-202 a receipt evidencing the
issuance by the Canadian Securities Regulators of a receipt, in the case of the
BCSC, and a deemed receipt, in the case of the other Canadian Securities
Regulators for the Preliminary Prospectus. Pretivm will promptly and, in any
event no later April 4, 2011 prepare and file a Final Prospectus and prior to
5:00 p.m. (Vancouver time) on April 4, 2011 will obtain the Final Receipt. Each
of Pretivm and Silver Standard will promptly fulfil and comply with, to the
reasonable satisfaction of the Underwriters, the Canadian Securities Laws
required to be fulfilled or complied with by them to enable the Units to be
lawfully distributed to the public in the Qualifying Provinces through the
Underwriters or any other investment dealers or brokers registered as such in
the Qualifying Provinces.

	2. 	
      Due Diligence



Prior to the filing of the Preliminary Prospectus, Pretivm has,
and prior to the filing of the Final Prospectus and any Prospectus Amendment,
Pretivm shall, permit the Underwriters to review each of the Preliminary
Prospectus, the Final Prospectus and any Prospectus Amendment and each of
Pretivm and Silver Standard shall allow each of the Underwriters to conduct any
due diligence investigations which any of them reasonably requires in order to
fulfil its obligations as an underwriter under the Canadian Securities Laws and
U.S. Securities Laws and in order to enable it to responsibly execute the
certificate in the Preliminary Prospectus, the Final Prospectus and any
Prospectus Amendment required to be executed by it. Following the filing of the
Final Prospectus and up to the later of the Option Closing Date and the date of
completion of the distribution of the Units, each of Pretivm and Silver Standard
shall allow each of the Underwriters to conduct any due diligence investigations
which any of them reasonably requires.

	3. 	
      Distribution and Certain Obligations of the
      Underwriters

	 	 	 
		(a) 	
      Each of the Underwriters shall, and shall require any
      investment dealer or broker, other than the Underwriters, with which it
      has a contractual relationship in respect of the distribution of the Units
      (a “Selling Firm”) to, comply with the
Canadian Securities Laws in connection with the distribution of
      the Units in Canada and shall offer the Units for sale to the public in
      Canada directly and through Selling Firms upon the terms and conditions
      set out in the Prospectus or any Prospectus Amendment and this Agreement.
      Each of the Underwriters shall, and shall require any Selling Firm to,
      offer for sale to the public and sell the Units only in those
      jurisdictions where they may be lawfully offered for sale or
  sold.







- 10 -

	 	(b) 	
      Each of the Underwriters shall, and shall require any
      Selling Firm to agree to, distribute the Units in Canada and in the United
      States in a manner which complies with and observe all applicable laws and
      regulations (including Regulation D and Regulation S) in each jurisdiction
      into and from which they may offer to sell the Units or distribute the
      Prospectus or any Prospectus Amendment in connection with the distribution
      of the Units and will not, directly or indirectly, offer, sell or deliver
      any Shares or deliver the Prospectus or any Prospectus Amendment to any
      person in any jurisdiction other than in the Qualifying Provinces and the
      Qualifying States except in a manner which will not require Pretivm to
      violate any law or comply with the registration, prospectus, filing or
      other similar requirements under the applicable securities laws of such
      other jurisdictions.

	 	 	 
	 	(c) 	
      For the purposes of this section 3, each of the
      Underwriters shall be entitled to assume that the distribution of the
      Units is qualified under the Canadian Securities Laws in any Qualifying
      Province where a receipt or similar document for the Prospectus shall have
      been obtained from the applicable Canadian Securities Regulator following
      the filing of the Prospectus, and none of the Underwriters shall be liable
      in respect of or in relation to any of the other Underwriters’ performance
      of their obligations pursuant to this section 3 or Schedule A.

	 	 	 
	 	(d) 	
      Pretivm, Silver Standard and the Underwriters agree that
      Schedule A to this Agreement, entitled “U.S. Selling Restrictions”, is
      incorporated by reference in and shall form part of this
  Agreement.

	 	 	 
	 	(e) 	
      Dahlman shall only distribute the Units in the United
      States.

	 	 	 
	 	(f) 	
      The obligations of the Underwriters under this Section 3
      are several and not joint or joint and several. No Underwriter will be
      liable for any act, omission, default or conduct by any other Underwriter
      or any Selling Firm appointed by any other
Underwriter.





	4. 	
      Delivery of Documents 

	 	 
	 	(a) 	Deliveries on Filing


On or prior to the day of the filing of the Final Prospectus,
Pretivm shall deliver to each of the Underwriters:




- 11 -

	 	(i) 	
      a copy of each of the Preliminary Prospectus and the
      Final Prospectus in the English language signed and certified as required
      by the Canadian Securities Laws in the Qualifying Provinces;

	 	 	 
	 	(ii) 	
      a copy of any other document required to be filed along
      with the Prospectus by Pretivm under the Canadian Securities
  Laws;

	 	 	 
	 	(iii) 	
      a copy of the Preliminary U.S. Placement Memorandum, the
      U.S. Placement Memorandum for Institutions and the U.S. Placement
      Memorandum for Non-Institutions;

	 	 	 
	 	(iv) 	
      a “long form” comfort letter from PWC, dated the date of
      the Final Prospectus (with the requisite procedures to be completed by
      such auditors within two Business Days of the date of the Final
      Prospectus), addressed to the Underwriters, the Directors, Pretivm and
      Silver Standard and its directors in form and substance satisfactory to
      the Underwriters, with respect to certain financial and accounting
      information relating to Pretivm in the Final Prospectus, which letters
      shall be in addition to the auditors’ reports contained in the Final
      Prospectus and any auditors’ comfort letters addressed to the Canadian
      Securities Regulators.




	 	(b) 	
      Prospectus Amendments



In the event that Pretivm or Silver Standard is required by
Canadian Securities Laws to prepare and file a Prospectus Amendment, Pretivm and
Silver Standard shall prepare and deliver promptly to the Underwriters signed
and certified copies of such Prospectus Amendment in the English language. Any
Prospectus Amendments shall be in form and substance satisfactory to the
Underwriters and their counsel. Concurrently with the delivery of any Prospectus
Amendments, Pretivm shall deliver to the Underwriters, with respect to such
Prospectus Amendment, documents similar to those referred to in section 4(a).
Subject to their rights under section 13, the Underwriters agree to deliver a
copy of any Prospectus Amendment to each actual or prospective purchaser of
Units from the Underwriters.

In addition to the matters set forth above in this section 4
and in section 9, each of Pretivm and Silver Standard shall, in good faith,
discuss with the Underwriters any change, event or fact contemplated in those
sections that is of a nature that there may be reasonable doubt as to whether
notice should be given to the Underwriters under section 9 and shall consult
with the Underwriters with respect to the form and content of any Prospectus
Amendment, it being understood and agreed that no such Prospectus Amendment
shall be filed with any Canadian Securities Regulator prior to being reviewed by
the Underwriters and their counsel.

	 	(c) 	
      Commercial Copies



Pretivm shall cause commercial copies of the Final Prospectus
in the English language, the U.S. Placement Memorandum for Institutions and the
U.S. Placement Memorandum for Non-Institutions to be delivered to the
Underwriters without charge, in such quantities and in such cities as the
Underwriters may reasonably request to the printer of such documents. Such
delivery of the Final Prospectus shall be effected as soon as possible after
filing thereof with, and receipt of the Final Receipt therefor from, the Canadian
Securities Regulators but, in any event, on or before 12:00 p.m. (Eastern time)
on the Business Day after the date of the Final Receipt. Such deliveries shall
constitute the consent of Pretivm to the Underwriters’ use of the Final
Prospectus, the U.S. Placement Memorandum for Institutions and the U.S.
Placement Memorandum for Non-Institutions for the distribution of: (i) the Units
in the Qualifying Provinces; and (ii) the Purchased Units in the Qualifying
States, in compliance with the provisions of this Agreement, Canadian Securities
Laws and U.S. Securities Laws. Pretivm shall similarly cause to be delivered
commercial copies of any Prospectus Amendments. The commercial copies of the
Final Prospectus and any Prospectus Amendment shall be identical in content to
the electronically transmitted versions thereof filed with Canadian Securities
Regulators pursuant to the System for Electronic Document Analysis and
Retrieval.




- 12 -

	 	(d) 	
      Press Releases



During the period commencing on the date hereof and until
completion of the distribution of the Units, each of Pretivm and Silver Standard
will (i) promptly provide the Underwriters with drafts of any press releases of
Pretivm or Silver Standard, as the case may be, for review by the Underwriters
and their counsel prior to issuance (provided that, in the case of Silver
Standard, such obligation shall only apply to press releases relating to the
Offering and the Delivery Agreement), and (ii) if requested by the Lead
Underwriters, subject to applicable laws, include a reference to the
Underwriters and their role in the Offering in any press releases of Pretivm or
Silver Standard with respect to the Offering.

	5. 	
      Representations and Warranties

	 	 	 	 	 
		(a) 	
      Representations as to Prospectus and Prospectus
      Amendments

	 	 	 	 	 
			(i) 	
      Filing of each of the Preliminary Prospectus, the Final
      Prospectus and any Prospectus Amendment shall constitute a representation
      and warranty by Pretivm to the Underwriters that as at their respective
      dates and as at the date of filing of each of the Preliminary Prospectus,
      the Final Prospectus and any Prospectus Amendment, as
applicable:

	 	 	 	 	 
				(A) 	
      all information and statements (other than information
      and statements relating solely to the Underwriters which were provided by
      the Underwriters in writing specifically for use in the Preliminary
      Prospectus, the Final Prospectus or any Prospectus Amendment) contained in
      the Preliminary Prospectus, the Final Prospectus and any Prospectus
      Amendment, including, for greater certainty, all Documents Incorporated by
      Reference therein, are true and correct and contain no misrepresentation
      and constitute full, true and plain disclosure of all material facts
      relating to Pretivm, its business, the Units, the Warrants and the
      Shares;

	 	 	 	 	 
				(B) 	
      no material fact (other than facts relating solely to the
      Underwriters) has been omitted from such disclosure that is required to be
      stated in such disclosure or is necessary to make
the statements contained in such disclosure not misleading
      in light of the circumstances under which they were provided or made;
  and







- 13 -

	 		(C) 	
      such documents comply with the requirements of Canadian
      Securities Laws.

	 	 	 	 
	 	(ii) 	
      Filing of each of the Preliminary Prospectus, the Final
      Prospectus and any Prospectus Amendment shall constitute a representation
      and warranty by Silver Standard to the Underwriters that as at their
      respective dates and as at the date of filing of each of the Preliminary
      Prospectus, the Final Prospectus and any Prospectus Amendment, as
      applicable:

	 	 	 	 
	 		(A) 	
      all information and statements contained in the
      Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment,
      including, for greater certainty, all Documents Incorporated by Reference
      therein, relating to Silver Standard Matters are true and correct and
      contain no misrepresentation;

	 	 	 	 
	 		(B) 	
      no material fact (other than facts relating solely to the
      Underwriters) has been omitted from the disclosure regarding the Silver
      Standard Matters that is required to be stated in such disclosure or is
      necessary to make the statements contained in such disclosure not
      misleading in light of the circumstances under which they were provided or
      made.





	 	(b) 	
      Representations and Warranties of
Pretivm

	 	 	 	 	 	 
	 		(i) 	
      Pretivm represents, warrants and covenants to and with
      the Underwriters as follows:

	 	 	 	 	 	 
	 			(A) 	
      Corporate Status

	 	 	 	 	 	 
	 				(I) 	
      Pretivm. Pretivm is a corporation duly
      incorporated, organized and subsisting under the BCBCA and has all
      requisite corporate power, capacity and authority to own its properties
      and assets and to carry on its business as presently conducted and as
      proposed to be conducted as contemplated in the Prospectus, and to enter
      into and deliver the Related Agreements to which it is or will be a party
      and to perform its obligations thereunder. No act or proceeding has been
      taken by or against Pretivm in connection with its liquidation, winding-up
      or bankruptcy.

	 	 	 	 	 	 
	 				(II) 	
      Subsidiary. Pretivm Exploration is a corporation
      duly incorporated, organized and subsisting under the BCBCA and has all
      requisite corporate power, capacity and authority to own its properties
      and assets and to carry on its business as presently conducted and as
      proposed to be conducted as contemplated in the Prospectus. No act or
      proceeding has been taken by or against Pretivm Exploration in connection
  with its liquidation, winding-up or bankruptcy.







- 14 -

	 	(B) 	
      Authority of Pretivm. All necessary action has
      been taken by Pretivm to authorize the execution and delivery by Pretivm
      of the Related Agreements to which Pretivm is currently a party and the
      performance by Pretivm of its obligations thereunder, and each of the
      Related Agreements to which Pretivm is currently a party has been duly
      executed and delivered and constitutes a valid and legally binding
      obligation of Pretivm enforceable against it in accordance with its terms.
      At the time of execution of all Related Agreements to be entered into by
      Pretivm, all necessary action will have been taken by Pretivm to authorize
      the execution and delivery by Pretivm of such Related Agreements and the
      performance by Pretivm of its obligations thereunder, and each such
      Related Agreement to which Pretivm will be a party will have been duly
      executed and delivered and will constitute a valid and legally binding
      obligation of Pretivm enforceable against it in accordance with its
      terms.

	 	 	 	 
	 	(C) 	
      Prospectus.

	 	 	 	 
	 		(I) 	
      Pretivm is eligible under National Instrument 44-101 to
      file a short form prospectus in each of the Qualifying
Provinces.

	 	 	 	 
	 		(II) 	
      Pretivm has all requisite power, capacity and authority
      to execute and deliver the Prospectus and any Prospectus Amendment and to
      file such documents with the Canadian Securities Regulators, and all
      necessary action has been taken by Pretivm to authorize the execution and
      delivery of the Prospectus and any Prospectus Amendment and the filing of
      such documents with the Canadian Securities Regulators.

	 	 	 	 
	 		(III) 	
      The description of each of the Related Agreements
      described in the Prospectus is in all material respects a true, complete
      and accurate description of the material terms and conditions of each such
      Related Agreement.

	 	 	 	 
	 		(IV) 	
      The description of the securities of Pretivm in the
      Prospectus is in all material respects a true, complete and accurate
      description of the rights, privileges, restrictions, terms and conditions
      attaching to such securities.








- 15 -

	 	(D) 	
      Financial Statements and Auditors.

	 	 	 	 	 
	 		(I) 	
      Company Statement of Financial Position. The
      Financial Statements:

	 	 	 	 	 
	 			1) 	
      are in accordance with the books, records and accounts of
      Pretivm and Pretivm Exploration;

	 	 	 	 	 
	 			2) 	
      are complete and correct in all material respects and
      presents fairly, on a consolidated basis, the assets, liabilities and
      financial position of Pretivm as at the date indicated; and

	 	 	 	 	 
	 			3) 	
      have been prepared in accordance with IFRS and the order
      dated March 17, 2011 issued by the securities commission in the Province
      of British Columbia, Canada;

	 	 	 	 	 
	 		(II) 	
      Liabilities. Neither Pretivm nor Pretivm
      Exploration has any material liabilities, obligations, indebtedness or
      commitments, whether accrued, absolute, contingent or otherwise required
      to be disclosed under IFRS, which are not disclosed or referred to in the
      Financial Statements.

	 	 	 	 	 
	 		(III) 	
      Significant Acquisitions and Significant
      Dispositions. Other than completion of the transactions contemplated
      in the Acquisition Agreement, including the exercise of the option
      described therein, no acquisitions or dispositions have been made by
      Pretivm or Pretivm Exploration in the three most recently completed fiscal
      years that are “significant acquisitions” or “significant dispositions”
      and neither Pretivm nor Pretivm Exploration is in discussions with another
      party in respect of any proposed acquisition of a business or related
      business that has progressed to a state where a reasonable person would
      believe that the likelihood of Pretivm or Pretivm Exploration completing
      the acquisition is high and that, if completed by Pretivm or Pretivm
      Exploration as at the date hereof, would be a “significant acquisition”,
      in each case which would require disclosure in the Prospectus pursuant to
      Canadian Securities Laws.

	 	 	 	 	 
	 		(IV) 	
      Auditors. PWC are independent with respect to
      Pretivm as required by Canadian Securities
Laws.







- 16 -

	 	(E) 	
      Internal Controls.

	 	 	 	 
	 		(I) 	
      Each of Pretivm and Pretivm Exploration maintains a
      system of internal accounting and other controls sufficient to provide
      reasonable assurances that (i) transactions are executed in accordance
      with management’s general or specific authorizations, (ii) transactions
      are recorded as necessary to permit preparation of financial statements in
      conformity with IFRS and to maintain accountability for assets, (iii)
      access to assets is permitted only in accordance with management’s general
      or specific authorization, and (iv) the recorded accounting for assets is
      compared with existing assets at reasonable intervals and appropriate
      action is taken with respect to any differences. Pretivm reasonably
      believes that Pretivm’s and Pretivm Exploration’s internal controls over
      financial reporting are effective and Pretivm is not aware of any material
      weakness in their respective internal controls over financial
      reporting.

	 	 	 	 
	 		(II) 	
      Since incorporation, there has been no change in
      Pretivm’s internal control over financial reporting that has materially
      affected, or is reasonably likely to materially affect, Pretivm’s internal
      control over financial reporting.

	 	 	 	 
	 	(F) 	
      Transfer Agent. Computershare Investor Services
      Inc., at its principal office in Vancouver and Toronto, has been duly
      appointed as the registrar and transfer agent in respect of the Shares and
      the Warrants.

	 	 	 	 
	 	(G) 	
      Warrant Agent. Computershare Trust Company of
      Canada, at its principal office in Vancouver, has been duly appointed as
      the Warrant Agent in respect of the Warrant Indenture.

	 	 	 	 
	 	(H) 	
      Delivery Agreement Agent. Computershare Investor
      Services Inc. is, or will be prior to the Closing Time, duly appointed as
      the Delivery Agreement Agent under the Delivery Agreement.

	 	 	 	 
	 	(I) 	
      Exchange Approval. The Shares are listed and
      posted for trading on the TSX and prior to the Closing Time, the TSX will
      have conditionally approved the listing of the Warrants and, subject only
      to Pretivm fulfilling the customary post-closing conditions of
  TSX.

	 	 	 	 
	 	(J) 	
      Consents. No consent, approval, authorization,
      order, filing, registration or qualification of or with any court,
      governmental agency or body or regulatory authority is required except
      such as shall have been made or obtained at or before the Closing
    Time from the Canadian Securities Regulators and the TSX, for
      the execution, delivery and performance by Pretivm of the Related
      Agreements to which it is or will be a party, the sale of the Units, the
      issuance of the Warrants, and the consummation by Pretivm of the
  transactions contemplated therein.







- 17 -

	 	(K) 	
      No Material Change in Company. Except as disclosed
      in the Prospectus, subsequent to the date of the Financial Statements,
      there has not been any material change (financial or otherwise) in the
      business, affairs, liabilities (absolute, accrued, contingent or
      otherwise), capital, operations, financial condition, properties,
      prospects or assets of Pretivm or Pretivm Exploration and no event has
      occurred or circumstance exists which could reasonably be expected to
      result in such a material change.

	 	 	 	 
	 	(L) 	
      Capitalization.

	 	 	 	 
	 		(I) 	
      Pretivm. Pretivm is authorized to issue an
      unlimited number of common shares, without par value, of which 85,470,086
      common shares are issued and outstanding as at the date hereof, and an
      unlimited number of preferred shares, none of which are issued and
      outstanding as at the date hereof. All of the issued and outstanding
      shares of Pretivm are fully paid and non-assessable and have been duly and
      validly authorized and issued, in compliance with applicable laws and not
      in violation of or subject to any pre-emptive or similar right that
      entitles any person to acquire from Pretivm any common shares of Pretivm
      or other security of Pretivm or any security convertible into, or
      exercisable for, common shares of Pretivm or any other such
    security.

	 	 	 	 
	 		(II) 	
      Subsidiary. Pretivm Exploration is authorized to
      issue an unlimited number of common shares, of which three common shares
      are issued and outstanding as at the date hereof, all of which are
      beneficially owned, directly or indirectly, by Pretivm free and clear of
      any Lien, all of the outstanding equity interests in Pretivm Exploration
      have been duly authorized and validly issued, none of the outstanding
      equity interests of Pretivm Exploration was issued in violation of
      pre-emptive or similar rights of any security holder of Pretivm
      Exploration and all of such equity interests are outstanding as fully paid
      and non- assessable shares. There exist no options, warrants, purchase
      rights, or other contracts or commitments that would require Pretivm or
      any other person to sell, transfer or otherwise dispose of any equity
      interests of Pretivm Exploration or for the issue or allotment of any
      unissued shares in the capital of Pretivm Exploration or any other
      security convertible into or exchangeable for any such shares.








- 18 -

	 	(M) 	
      Fully Paid Shares. All of the Shares and the
      Silver Standard Underlying Shares to be sold hereunder are duly and
      validly created and issued and are fully paid and non-assessable, have
      been issued in compliance with all applicable laws and not in violation of
      or subject to any pre-emptive or similar right that entitles any person to
      acquire from Pretivm any common shares of Pretivm or other security of
      Pretivm or any security convertible into, or exercisable for, common
      shares of Pretivm or any other such security and conform to the
      description thereof contained in the Prospectus. The form of the
      definitive certificate representing the Shares and the Silver Standard
      Underlying Shares has been duly approved and adopted by Pretivm and
      complies with all legal requirements (including any applicable
      requirements of TSX) relating thereto.

	 	 	 	 
	 	(N) 	
      Issuance Warrants and Pretivm Underlying Shares.
      All of the Warrants to be issued by Pretivm hereunder have been, or
      will by the Closing Time be duly and validly created, authorized and
      issued, have been issued in compliance with all applicable laws and not in
      violation of or subject to any pre-emptive or similar right that entitles
      any person to acquire from Pretivm any common shares of Pretivm or other
      security of Pretivm or any security convertible into, or exercisable for,
      common shares of Pretivm or any other such security and have attributes
      corresponding in all material respects to the description set forth in
      this Agreement and the Prospectus and, in the case of the Warrants, the
      Warrant Indenture and the Warrant Certificates. The Pretivm Underlying
      Shares to be issued by Pretivm in the event of a default by Silver
      Standard of its obligations under the Delivery Agreement, have been, or
      will by the Closing Time be duly and validly allotted and authorized and
      will, if issued by Pretivm upon the due exercise of the Warrants, be fully
      paid and non-assessable common shares of Pretivm.

	 	 	 	 
	 	(O) 	
      Books and Records.

	 	 	 	 
	 		(I) 	
      The minute books and corporate records of Pretivm are
      true and correct in all material respects and contain all minutes of all
      meetings and all resolutions of the Directors (and any committees of such
      Directors) and shareholders of Pretivm as at the date hereof and at the
      Closing Date will contain all minutes of all meetings and all resolutions
      of the Directors (and any committees of such Directors) and shareholders
      of Pretivm.








- 19 -

	 		(II) 	
      The minute books and corporate records of Pretivm
      Exploration are true and correct in all material respects and contain all
      minutes of all meetings and all resolutions of the directors (and any
      committees of such directors) and shareholders of Pretivm Exploration as
      at the date hereof and at the Closing Date will contain all minutes of all
      meetings and all resolutions of the directors (and any committees of such
      directors) and shareholders of Pretivm Exploration.

	 	 	 	 
	 	(P) 	
      Voting Agreements. Other than the Investor Rights
      Agreement, Pretivm is not and will not be a party to any agreement, nor is
      Pretivm aware of any agreement which affects the voting control of any of
      the securities of Pretivm or Pretivm Exploration.

	 	 	 	 
	 	(Q) 	
      Options. Except in connection with the
      Over-Allotment Option, the Warrants and stock options granted under
      Pretivm’s stock option plan, no person now has, or will immediately
      following the Closing Time have, any agreement or option, or right or
      privilege (whether pre-emptive or contractual) capable of becoming an
      agreement or option (including convertible or exchangeable securities or
      warrants) for the purchase, subscription for or issuance of common shares
      of Pretivm or Pretivm Exploration.

	 	 	 	 
	 	(R) 	
      Registration Rights. Except as set out in the
      Investor Rights Agreement, no person has, or will immediately following
      the Closing Time have, any rights to require qualification for
      distribution under Canadian Securities Laws its common shares of
      Pretivm.

	 	 	 	 
	 	(S) 	
      No Defaults. The execution and delivery of this
      Agreement and the other Related Agreements, the fulfilment of the terms
      hereof and thereof by Pretivm, and the sale and delivery of the Units, the
      issuance of the Warrants, and the delivery of the Shares and the Silver
      Standard Underlying Shares and the issuance of the Pretivm Underlying
      Shares as contemplated by this Agreement and the Related Agreements, as
      applicable, do not and will not:

	 	 	 	 
	 		(I) 	
      require the consent, approval, authorization,
      registration or qualification of or with any governmental authority,
      exchange, Canadian Securities Regulator or other regulatory commission or
      agency or third party, except those that are required under Canadian
      Securities Laws, U.S. Securities Laws, applicable exchange regulations,
      all of which have been obtained (or will be obtained prior to
      the Closing Time); or








- 20 -

	 	(II) 	
      result in a breach of or default under, and do not and
      will not create a state of facts which, after notice or lapse of time or
      both, will result in a breach of or default under, and do not and will not
      conflict with:

	 	 	 	 
	 		1) 	
      any of the provisions of the constating documents of
      Pretivm or of Pretivm Exploration or any resolutions of the directors or
      shareholders of Pretivm or of Pretivm Exploration or any committee of any
      of them;

	 	 	 	 
	 		2) 	
      any indenture, agreement or other instrument to which
      Pretivm or Pretivm Exploration is a party or by which it is contractually
      bound, other than the obligations of Pretivm under section 6(a)(iii) of
      the Underwriting Agreement dated December 9, 2010 with respect to which
      the Lead Underwriters consent by their execution of this
  Agreement;

	 	 	 	 
	 		3) 	
      any statute, rule, regulation or law applicable to
      Pretivm or Pretivm Exploration including, without limitation, the Canadian
      Securities Laws, or any judgment, order, decree or decision of any
      governmental or regulatory body, agency, commission, tribunal, court or
      exchange having jurisdiction over Pretivm or Pretivm Exploration;
  or

	 	 	 	 
	 		4) 	
      any of the terms or provisions of, or constitute a
      default (or an event which, with notice or lapse of time or both, would
      constitute a default) by Pretivm or Pretivm Exploration under, or give
      rise to any right to accelerate the maturity or require the prepayment of
      any indebtedness under, or result in the creation or imposition of any
      Lien upon any property or assets of Pretivm or Pretivm Exploration under,
      any contract, indenture, mortgage, hypothec, deed of trust, loan
      agreement, note, lease, license, franchise agreement, authorization,
      permit, certificate or other agreement or document to which Pretivm or
      Pretivm Exploration is a party or by which it is bound, or to which its
      assets or businesses is subject (each, for the purpose of this section
      5(b), a “Contract”), including any other Related Agreement and the
      Investor Rights Agreement, which individually or in the aggregate would (1) have or
      result in a Material Adverse Effect on Pretivm, (2) materially impair
      Pretivm’s ability to perform the obligations contemplated in this
      Agreement, the Prospectus and any Prospectus Amendment or (3) materially
      affect or impair the consummation of the transactions contemplated in the
      Related Agreements, the Prospectus and any Prospectus Amendment.








- 21 -

	 	(T) 	
      Marketable Title to Assets. As at the Closing
      Time,

	 	 	 	 
	 		(I) 	
      Pretivm and Pretivm Exploration own, hold or lease all
      such properties as are necessary to the conduct of their respective
      businesses as presently operated and as proposed to be operated as
      described in the Prospectus and any Prospectus Amendment;

	 	 	 	 
	 		(II) 	
      Pretivm and Pretivm Exploration have good and marketable
      title to all real property and good and marketable title to all personal
      property owned by them, in each case free and clear of any and all Liens
      other than Permitted Encumbrances; and any real property and buildings to
      be held under lease or sublease by Pretivm and Pretivm Exploration are
      held by them under valid, subsisting and enforceable leases with such
      exceptions as are not material to, and do not materially interfere with,
      the use made and proposed to be made of such property and buildings by
      Pretivm and Pretivm Exploration; and

	 	 	 	 
	 		(III) 	
      neither Pretivm nor, to the knowledge of Pretivm, Pretivm
      Exploration has received any notice of any claim adverse to its ownership
      of any real or personal property or of any claim against the continued
      possession of any real property, whether owned or held under lease or
      sublease by Pretivm or Pretivm Exploration.

	 	 	 	 
	 	(U) 	
      Mining Claims. All interests in material mining
      claims, concessions, exploitation or extraction rights or similar rights
      (“Mining Claims”) that are held by Pretivm or Pretivm Exploration
      are in good standing, free and clear of any material Liens, other than the
      Permitted Encumbrances, and except as disclosed in the Prospectus and any
      Prospectus Amendment, or as constitutes a Permitted Encumbrance, no
      royalty is payable in respect of any of them. Except as disclosed in the
      Prospectus and any Prospectus Amendment, no other material property
      rights are necessary for the conduct of Pretivm’s business as described
      therein and there are no material restrictions on the ability of Pretivm
      and Pretivm Exploration to use, transfer or otherwise exploit any such
      property rights. The Mining Claims by Pretivm or Pretivm Exploration cover
      the properties required by Pretivm for the purposes described in the
      Prospectus and no other property rights are necessary for the conduct of
      Pretivm’s business as described in the Prospectus. No dispute between
      Pretivm or Pretivm Exploration and any local, native or indigenous group
      exists or to the knowledge of Pretivm is threatened or imminent with
      respect to the Snowfield Project, the Brucejack Project or Pretivm’s
      exploration activities that could reasonably be expected to have a
      Material Adverse Effect.








- 22 -

	 	(V) 	
      Mineral Resource Disclosure. The information
      relating to estimates by Pretivm of the measured, indicated and inferred
      resources associated with the Snowfield Project and the Brucejack Project
      has been prepared in all material respects by a “qualified person” in
      accordance with NI 43-101. Pretivm believes that all of the assumptions
      underlying such resource estimates are reasonable and
  appropriate.

	 	 	 
	 	(W) 	
      Technical Information. All technical information
      set forth in the Prospectus has been reviewed by a “qualified person” as
      required by NI 43-101. All such information has been prepared in
      accordance with Canadian industry standards set forth in NI 43- 101 and
      there has been no material changes to such information since the date of
      delivery or preparation thereof. Pretivm has filed with the Canadian
      Securities Regulators all technical reports required to be filed by it
      pursuant to NI 43-101.

	 	 	 
	 	(X) 	
      Compliance with Environmental and Health Laws.
      There has been no storage, generation, transportation, handling, use,
      treatment, disposal, discharge, emission, contamination, release or other
      activity involving any kind of hazardous, toxic or other wastes,
      pollutants, contaminants, petroleum products or other hazardous or toxic
      substances, chemicals or materials (“Hazardous Substances”) by, due
      to, on behalf of, or caused by Pretivm or Pretivm Exploration (or, to
      Pretivm’s knowledge, any other entity for whose acts or omissions Pretivm
      is or may be liable) upon any property now or previously owned, operated,
      used or leased by Pretivm or Pretivm Exploration, or upon any other
      property, which would be a violation of or give rise to any liability
      under any applicable law, rule, regulation, order, judgment, decree or
      permit, common law provision or other legally binding standard relating to
      pollution or protection of human health and the
  environment (“Environmental Law”), except for violations and
      liabilities which, individually or in the aggregate, could not reasonably
      be expected to have a Material Adverse Effect. There has been no disposal,
      discharge, emission contamination or other release of any kind at, onto or
      from any such property or into the environment surrounding any such
      property of any Hazardous Substances with respect to which Pretivm has
      knowledge, except as could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect. There is no
      pending or, to the best of Pretivm’s knowledge, threatened administrative,
      regulatory or judicial action, claim or notice of noncompliance or
      violation, investigation or proceedings relating to any Environmental Law
      against Pretivm or Pretivm Exploration, except as could not, individually
      or in the aggregate, reasonably be expected to have a Material Adverse
      Effect. No property of Pretivm or Pretivm Exploration is subject to any
      Lien under any Environmental Law, other than Permitted Encumbrances.
      Neither Pretivm nor Pretivm Exploration is subject to any order, decree,
      agreement or other individualized legal requirement related to any
      Environmental Law, which, in any case (individually or in the aggregate),
  could reasonably be expected to have a Material Adverse Effect.








- 23 -

	 	(Y) 	
      Permits. Pretivm and Pretivm Exploration hold all
      permits, by- laws, licences, waivers, exemptions, consents, certificates,
      registrations, authorizations, approvals, rights, rights of way and
      entitlements and the like (including as required under Environmental Law)
      which are required from any governmental or regulatory authority or any
      other person necessary to conduct its business and activities as described
      in the Prospectus, the lack of which would have a Material Adverse Effect
      on Pretivm and Pretivm Exploration (taken together as a whole after the
      Closing Time), and all such permits, by-laws, licences, waivers,
      exemptions, consents, certificates, registrations, authorizations,
      approvals, rights, rights of way and entitlements and the like are in full
      force and effect in all material respects and will be in full force and
      effect in all material respects at the Closing Time, and with no default
      thereunder.

	 	 	 
	 	(Z) 	
      Compliance with other Laws. Each of Pretivm and
      Pretivm Exploration has conducted and is conducting its activities or
      business in material compliance with all applicable laws, rules and
      regulations, including without limitation those of the country, province
      and municipality in which such entity carries on business or conducts its
      activities.

	 	 	 
	 	(AA) 	
      No Claims. There is no claim, action, suit,
      proceeding or investigation (whether or not purportedly on behalf of
      Pretivm) commenced or, to the knowledge of Pretivm, threatened
      against, or affecting Pretivm or Pretivm Exploration or any of their
      respective properties, or to which Pretivm or Pretivm Exploration is a
      party or to which any property of Pretivm or Pretivm Exploration (whether
      currently owned or to be acquired as a result of the completion of the
      transactions contemplated in the Prospectus) is subject, at law or in
      equity, or before or by any federal, provincial, state, municipal or other
      governmental or regulatory department, commission, board or agency,
      domestic or foreign, which is, or could reasonably be expected to,
      individually or in aggregate, result in a Material Adverse Effect on, or
      which questions the validity of any action taken or to be taken by Pretivm
      pursuant to or in connection with, any of the Related Agreements or any
      other transaction or agreement contemplated in the Prospectus.








- 24 -

	 	(BB) 	
      No Cease Trade Orders. No order, ruling or
      determination having the effect of suspending the sale or ceasing the
      trading of the common shares or any other securities of Pretivm has been
      issued or made by any Canadian Securities Regulator or exchange or any
      other regulatory authority and is continuing in effect and no proceedings
      for that purpose have been instituted or are pending or, to the best of
      the knowledge, information and belief of Pretivm are contemplated or
      threatened by any such authority or under any Securities Laws.

	 	 	 
	 	(CC) 	
      Reporting Issuer and Compliance with Canadian
      Securities Laws. Pretivm is a reporting issuer or the equivalent
      thereof in each Qualifying Jurisdiction where such concept
  exists.

	 	 	 
	 	(DD) 	
      Insurance. Pretivm maintains insurance in such
      amounts and covering such risks as Pretivm reasonably considers adequate
      for the conduct of its business and the value of its properties and as is
      customary for companies engaged in similar businesses in similar
      industries, all of which insurance is in full force and effect, except
      where the failure to maintain such insurance could not reasonably be
      expected to have a Material Adverse Effect. There are no material claims
      by Pretivm or Pretivm Exploration under any such policy or instrument as
      to which any insurance company is denying liability or defending under a
      reservation of rights clause.

	 	 	 
	 	(EE) 	
      Material Transactions. Except as disclosed in the
      Prospectus or any Prospectus Amendment, none of the directors, officers or
      employees of Pretivm or Pretivm Exploration, any known holder or proposed
      holder of more than 10% of any class of shares of Pretivm, or any known
      associate or affiliate of any of the foregoing persons or companies has
      any material interest, direct or indirect, in any material transaction
      involving Pretivm or Pretivm Exploration which, as the case may be, materially
      affected, is material to or will materially affect Pretivm or Pretivm
      Exploration.








- 25 -

	 	(FF) 	
      Brokerage Fees. Other than the Underwriting Fee
      payable by Silver Standard to the Underwriters pursuant to this Agreement
      in connection with the offer and sale of the Units, there is no person
      acting or purporting to act at the request of Pretivm, who is entitled to
      any brokerage or finder’s fees by Pretivm in connection with the
      transactions contemplated by this Agreement.

	 	 	 
	 	(GG) 	
      No Taxes. There are no sales, goods and services,
      harmonized sales, use or transfer taxes or other similar taxes, fees or
      charges under Canadian or U.S. federal law or the laws of any state,
      province, territory or any political subdivision thereof, required to be
      paid by Pretivm in connection with the execution and delivery of this
      Agreement or the issuance of the Units or Warrants hereunder. No stamp
      duty, registration or documentary taxes, duties or similar charges are
      payable under the federal laws of Canada or the laws of any province or
      territory in connection with the sale and delivery to the Underwriters of
      the Units or the authorization, execution, delivery and performance of
      this Agreement or the offer and sale of Units by an Underwriter to U.S.
      residents.

	 	 	 
	 	(HH) 	
      No Corrupt Practices. None of Pretivm or Pretivm
      Exploration or any director, officer, agent, employee, affiliate or other
      person acting on behalf of Pretivm or Pretivm Exploration is aware of or
      has taken any action, directly or indirectly, that would result in a
      violation by such persons of the Foreign Corrupt Practices Act of 1977, as
      amended, and the rules and regulations thereunder (the “FCPA”) or
      the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”), including, without
      limitation, making use of the mails or any means or instrumentality of
      interstate commerce corruptly in furtherance of an offer, payment, promise
      to pay or authorization of the payment of any money, or other property,
      gift, promise to give, or authorization of the giving of anything of value
      to any “foreign official” (as such term is defined in the FCPA) or any
      foreign political party or official thereof or any candidate for foreign
      political office, in contravention of the FCPA or the CFPOA and each of
      Pretivm and Pretivm Exploration have conducted their businesses in
      compliance with the FCPA and the CFPOA and have instituted and maintain
      policies and procedures designed to ensure, and which are reasonably
      expected to continue to ensure, continued compliance
  therewith.








- 26 -

	 	(II) 	
      Forward–looking Information. All statements in the
      Prospectus and any Prospectus Amendment which contain forward-looking
      information have been made by Pretivm in good faith and on a reasonable
      basis.

	 	 	 	 
	 	(JJ) 	
      Terms of Related Agreements. At or before the
      Closing Time, Pretivm shall have complied with and fulfilled all of the
      terms and conditions of the Related Agreements to be complied with by it
      pursuant thereto at or before such time, and the representations and
      warranties of it therein will be true and correct as of such
  time.

	 	 	 	 
	 	(KK) 	
      Material Contracts. All contracts, agreements
      indentures, leases, policies, instruments and licenses of Pretivm and
      Pretivm Exploration that are material to Pretivm and Pretivm Exploration
      have been disclosed in the Prospectus (the “Material Contracts”)
      and there are no amendments to such contracts that have been, are proposed
      to be, or are required to be, made and all Material Contracts that are
      required to be filed on www.sedar.com pursuant to applicable
    securities laws have been so filed.

	 	 	 	 
		(LL) 	
      U.S. Selling Restrictions. Pretivm represents,
      warrants and agrees that (i) none of Pretivm, its subsidiaries, any
      persons acting on its or their behalf, has engaged or will engage in any
      directed selling effort (within the meaning of Regulation S) with respect
      to the Units, the Warrants or the common shares of Pretivm; (ii) it and
      they have complied and will comply with the requirements for an “offshore
      transaction”, as such term is defined in Regulation S; (iii) none of
      Pretivm, its subsidiaries or any person acting on its or their behalf has
      offered or will offer to sell any of the Units by means of any form of
      general solicitation or general advertising (as those terms are used in
      Regulation D) or in any manner involving a public offering within the
      meaning of Section 4(2) of the 1933 Act; (iv) it is a “foreign issuer”
      within the meaning of Regulation S and reasonably believes that there is
      no “substantial U.S. market interest” in the Units, the Warrants or the
      common shares of Pretivm (as such term is defined under Regulation S); and
      (v) it will notify Computershare Investor Services Inc. as soon as
      practicable upon it becoming a “domestic issuer”, as defined in Regulation
      S.




	 	(c) 	
      Representations and Warranties of Silver
      Standard

	 	 	 	 	 
	 		(i) 	
      Silver Standard represents, warrants and covenants to and
      with the Underwriters as follows:

	 	 	 	 	 
	 			(A) 	
      Corporate Status. Silver Standard is a corporation
      duly incorporated, organized and subsisting under the BCBCA and
  has all requisite corporate power, capacity and authority to
      own its properties and assets and to carry on its business as presently
      conducted, and to enter into and deliver the Related Agreements to which
  it is a party and to perform its obligations thereunder.







- 27 -

	 	(B) 	
      Authority of Silver Standard. All necessary action
      has been taken by Silver Standard to authorize the execution and delivery
      by Silver Standard of the Related Agreements to which Silver Standard is
      currently a party and the performance by Silver Standard of its
      obligations thereunder, and each of the Related Agreements to which Silver
      Standard is currently a party has been duly executed and delivered and
      constitutes a valid and legally binding obligation of Silver Standard
      enforceable against it in accordance with its terms. At the time of
      execution of all Related Agreements to be entered into by Silver Standard,
      all necessary action will have been taken by Silver Standard to authorize
      the execution and delivery by Silver Standard of such Related Agreements
      and the performance by Silver Standard of its obligations thereunder, and
      each such Related Agreement to which Silver Standard will be a party will
      have been duly executed and delivered and will constitute a valid and
      legally binding obligation of Silver Standard enforceable against it in
      accordance with its terms.

	 	 	 	 
	 	(C) 	
      Title to Purchased Shares, Additional Shares and
      Silver Standard Underlying Shares.

	 	 	 	 
	 		(I) 	
      Silver Standard will at the Closing Time beneficially own
      all of the Purchased Shares, Additional Shares and Silver Standard
      Underlying Shares and will have good and marketable title thereto, free
      and clear of all liens, charges, security interests and encumbrances of
      whatever nature and kind, and Silver Standard has full legal right, power
      and authority to sell, assign and transfer such Purchased Shares and
      Additional Shares to the Underwriters and to transfer the Silver Standard
      Underlying Shares to the Warrant Agent and to enter into and perform its
      obligations under the Delivery Agreement without any consent of any person
      which has not been obtained;

	 	 	 	 
	 		(II) 	
      none of the Purchased Shares, Additional Shares or Silver
      Standard Underlying Shares are the subject of any claim, dispute or
      proceeding and none of Silver Standard or its affiliates are named in any
      proceeding, and to the knowledge of Silver Standard there is no threatened
      or pending proceeding, with respect to Silver
Standard’s interest in the Purchased Shares, Additional Shares or
  Silver Standard Underlying Shares;








- 28 -

	 		(III) 	
      the Purchased Shares will be acquired by the Underwriters
      from Silver Standard at the Closing Time free and clear of all liens,
      charges, security interests and encumbrances of whatsoever nature and kind
      created or permitted to exist by Silver Standard;

	 	 	 	 
	 		(IV) 	
      the Additional Shares will be acquired by the
      Underwriters from Silver Standard at the Option Closing Time free and
      clear of all liens, charges, security interests and encumbrances of
      whatsoever nature and kind created or permitted to exist by Silver
      Standard;

	 	 	 	 
	 		(V) 	
      the Silver Standard Underlying Shares to be delivered to
      the holders of Warrants upon the due exercise of the Warrants are, at the
      date hereof, and will be at the time of delivery in accordance with the
      terms of the Delivery Agreement, free and clear of all liens, charges,
      security interests and encumbrances of whatsoever nature and kind created
      or permitted to exist by Silver Standard;

	 	 	 	 
	 		(VI) 	
      no person, firm or corporation (except the Underwriters)
      has any agreement, option, right or privilege (whether pre- emptive,
      contractual or otherwise) capable of becoming an agreement for the
      purchase from Silver Standard of any of the Purchased Shares, the
      Additional Shares or the Silver Standard Underlying Shares; and

	 	 	 	 
	 		(VII) 	
      other than as may be required under applicable securities
      laws, or as required to be obtained by Silver Standard, no filing with, or
      authorization, approval, consent, licence, order, registration,
      qualification or decree of, any court or governmental authority or agency
      is necessary or required for the performance by Silver Standard of its
      obligations hereunder, in connection with the offering or sale of the
      Purchased Shares, Additional Shares, the Purchased Warrants and the
      Additional Warrants hereunder or the consummation of the transactions
      contemplated by this Agreement or the Delivery Agreement, except such as
      have been obtained.

	 	 	 	 
	 	(D) 	
      Prospectus.

	 	 	 	 
	 		(I) 	
      The description of each of the Related Agreements
      described in the Prospectus to which Silver Standard is
a party or will be a party on or before the
      Closing Time is in all material respects a true, complete and accurate
      description of the material terms and conditions of each such Related
  Agreement.








- 29 -

	 		(II) 	
      The description of the Units, Shares and Warrants in the
      Prospectus is in all material respects a true, complete and accurate
      description of the rights, privileges, restrictions, terms and conditions
      attaching to such securities.

	 	 	 	 	 
	 	(E) 	
      Consents. No consent, approval, authorization,
      order, filing, registration or qualification of or with any court,
      governmental agency or body or regulatory authority is required for the
      execution, delivery and performance by Silver Standard of the Related
      Agreements to which it is or will be a party and the consummation by
      Silver Standard of the transactions contemplated therein.

	 	 	 	 	 
	 	(F) 	
      No Defaults. The execution and delivery of the
      Related Agreements to which it is party, or it will be a party on or
      before the Closing Time, and the fulfilment of the terms thereof by Silver
      Standard do not and will not:

	 	 	 	 	 
	 		(I) 	
      require the consent, approval, authorization,
      registration or qualification of or with any governmental authority,
      exchange, Canadian Securities Regulator or other regulatory commission or
      agency or third party; or

	 	 	 	 	 
	 		(II) 	
      result in a breach of or default under, and do not and
      will not create a state of facts which, after notice or lapse of time or
      both, will result in a breach of or default under, and do not and will not
      conflict with:

	 	 	 	 	 
	 			1) 	
      any of the provisions of the constating documents of
      Silver Standard or any resolutions of the directors or shareholders of
      Silver Standard or any committee of any of them;

	 	 	 	 	 
	 			2) 	
      any indenture, agreement or other instrument to which
      Silver Standard is a party or by which it is contractually bound, other
      than the obligations of Silver Standard under section 6(b)(i) of the
      Underwriting Agreement dated December 9, 2010 with respect to which the
      Lead Underwriters consent by their execution of this Agreement;

	 	 	 	 	 
	 			3) 	
      any statute, rule, regulation or law applicable to Silver
      Standard including, without limitation, the Canadian Securities Laws, or any judgment, order, decree
      or decision of any governmental or regulatory body, agency, commission,
      tribunal, court or exchange having jurisdiction over Silver Standard;
      or








- 30 -

	 	4) 	
      any of the terms or provisions of, or constitute a
      default (or an event which, with notice or lapse of time or both, would
      constitute a default) by Silver Standard under, or give rise to any right
      to accelerate the maturity or require the prepayment of any indebtedness
      under, or result in the creation or imposition of any Lien upon any
      property or assets of Silver Standard under, any contract, indenture,
      mortgage, hypothec, deed of trust, loan agreement, note, lease, license,
      franchise agreement, authorization, permit, certificate or other agreement
      or document to which Silver Standard is a party or by which it is bound,
      or to which its assets or businesses is subject, including any Related
      Agreement and the Investor Rights Agreement,





	 		
      which individually or in the aggregate would (1)
      materially impair Silver Standard’s ability to perform the obligations
      contemplated in this Agreement or (2) materially affect or impair the
      consummation of the transactions contemplated in the Related
      Agreements.

	 	 	 
	 	(G) 	
      No Claims. There is no claim, action, suit,
      proceeding or investigation (whether or not purportedly on behalf of
      Silver Standard) commenced or, to the knowledge of Silver Standard,
      threatened against, or affecting Silver Standard or any of its common
      shares of Pretivm, or to which Silver Standard is a party or to which any
      common shares of Pretivm held by Silver Standard is subject, at law or in
      equity, or before or by any federal, provincial, state, municipal or other
      governmental or regulatory department, commission, board or agency,
      domestic or foreign, which is, or could reasonably be expected to,
      individually or in aggregate, to materially impair Silver Standard’s
      ability to perform its obligations pursuant to or in connection with, any
      of the Related Agreements to which it is a party.

	 	 	 
	 	(H) 	
      No Cease Trade Order. No order or ruling or
      determination having the effect of suspending or ceasing any trading
      activity by Silver Standard has been issued or made by any Canadian
      Securities Regulatory or exchange or any other regulatory authority and is
      continuing in effect and no proceedings for that purpose have
  been instituted or are pending or, to the best of the
      knowledge, information and belief of Silver Standard are contemplated or
      threatened by any such authority or under any Securities Laws with respect
      to Silver Standard’s interest in the Shares, Silver Standard Underlying
Shares.







- 31 -

	 	(I) 	
      Terms of Related Agreements. At or before the
      Closing Time, Silver Standard shall have complied with and fulfilled in
      all material respects all of the terms and conditions of the Related
      Agreements to be complied with by it pursuant thereto at or before such
      time.

	 	 	 
	 	(J) 	
      Material Contracts. Silver Standard is in full
      compliance with its obligations under all agreements between it and
      Pretivm, including for greater certainty the Investor Rights Agreement
      dated December 21, 2010 and the Transition Services Agreement dated
      December 21, 2010 and such agreements are in full force and effect and
      unamended.

	 	 	 
	 	(K) 	
      U.S. Selling Restrictions. Silver Standard
      represents, warrants and agrees that (i) none of Silver Standard, its
      subsidiaries, any persons acting on its or their behalf, has engaged or
      will engage in any directed selling effort (within the meaning of
      Regulation S) with respect to the Units, the Warrants or the common shares
      of Pretivm; (ii) it and they have complied and will comply with the
      requirements for an “offshore transaction”, as such term is defined in
      Regulation S; (iii) none of Silver Standard, its subsidiaries, any person
      acting on its or their behalf has offered or will offer to sell any of the
      Units by means of any form of general solicitation or general advertising
      (as those terms are used in Regulation D) or in any manner involving a
      public offering within the meaning of Section 4(2) of the 1933 Act; and
      (iv) it reasonably believes that there is no “substantial U.S. market
      interest” in the Units, the Warrants or the common shares of Pretivm (as
      such term is defined under Regulation S).





	 	(d) 	
      Survival of Representations and
  Warranties



All representations, warranties, covenants, indemnities and
agreements of Pretivm and Silver Standard herein contained shall survive the
purchase and sale of the Units and shall continue in full force and effect for
the benefit of the Underwriters, regardless of any subsequent disposition of the
Units or any investigation by or on behalf of the Underwriters with respect
thereto, subject only to the applicable limitation period prescribed by law.




- 32 -

	6. 	
      Covenants

	 	 	 	 
		(a) 	
      Pretivm covenants and agrees with the Underwriters
      that:

	 	 	 	 
			(i) 	
      it will advise the Underwriters, promptly after receiving
      notice thereof, of the time when the Final Prospectus has been filed and
      when the Final Receipt in respect thereof and will provide evidence
      satisfactory to the Underwriters of each filing and the issuance of the
      Final Receipt;

	 	 	 	 
			(ii) 	
      it will advise the Underwriters, promptly after receiving
      notice or obtaining knowledge, of: (i) the issuance by any Canadian
      Securities Regulator of any order suspending or preventing the use of the
      Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment;
      (ii) the suspension of the qualification of the Units for distribution or
      sale in any of the Qualifying Provinces; (iii) the institution or
      threatening of any proceeding for any of those purposes; or (iv) any
      requests made by any Canadian Securities Regulator for amendments or
      supplements to the Prospectus, or for additional information, and will use
      its best efforts to prevent the issuance of any such order and, if any
      such order is issued, to obtain the withdrawal of the order
    promptly;

	 	 	 	 
			(iii) 	
      for the period ending 90 days after the Closing Date,
      without the prior written consent of the Lead Underwriters, such consent
      not to be unreasonably withheld, the Company (i) will not, directly or
      indirectly, issue, offer, sell, agree to issue, offer or sell, solicit
      offers to purchase, grant any call option, warrant or other right to
      purchase, purchase any put option or other right to sell, pledge, borrow
      or otherwise dispose of any Relevant Security, or make any public
      announcement of any of the foregoing; (ii) will not establish or increase
      any “put equivalent position” or liquidate or decrease any “call
      equivalent position” (in each case within the meaning of Section 16 of the
      1934 Act and the Rules and Regulations) with respect to any Relevant
      Security; and (iii) will not otherwise enter into any swap, derivative or
      other transaction or arrangement that transfers to another, in whole or in
      part, any economic consequence of ownership of a Relevant Security,
      whether or not such transaction is to be settled by delivery of Relevant
      Securities, other securities, cash or other consideration;

	 	 	 	 
			(iv) 	
      at or prior to the Closing Time, it will enter into the
      Related Agreements to which it is not currently a party and it will comply
      with all the terms, conditions and covenants contained therein to be
      complied with prior to or at such time.

	 	 	 	 
		(b) 	
      Silver Standard covenants and agrees with the
      Underwriters that:

	 	 	 	 
			(i) 	
      for the period ending 90 days after the Closing Date,
      without the prior written consent of the Lead Underwriters, such consent
      not to be unreasonably withheld, Silver Standard (i) will not,
      directly or indirectly, issue, offer, sell, agree to issue, offer or sell,
      solicit offers to purchase, grant any call option, warrant or other right
      to purchase, purchase any put option or other right to sell, pledge,
      borrow or otherwise dispose of any Relevant Security, or make any public
      announcement of any of the foregoing, (ii) will not establish or increase
      any “put equivalent position” or liquidate or decrease any “call
      equivalent position” (in each case within the meaning of Section 16 of the
      1934 Act and the Rules and Regulations) with respect to any Relevant
      Security, and (iii) will not otherwise enter into any swap, derivative or
      other transaction or arrangement that transfers to another, in whole or in
      part, any economic consequence of ownership of a Relevant Security,
      whether or not such transaction is to be settled by delivery of Relevant
Securities, other securities, cash or other consideration;







- 33 -

	 	(ii) 	
      at or prior to the Closing Time, it will enter into the
      Related Agreements to which it is not currently a party but is intended to
      be a party and it will comply with all the terms, conditions and covenants
      contained therein to be complied with prior to or at such
  time.





	7. 	
      Change of Closing Date



Subject to the termination provisions contained in section 13,
if a material change or a change in a material fact occurs or is discovered
prior to the Closing Date, the Closing Date shall be, unless Pretivm, Silver
Standard and the Underwriters otherwise agree in writing or unless otherwise
required under Canadian Securities Laws, the sixth Business Day following the
later of:

	 	(a) 	
      the date on which all applicable filings or other
      requirements of Canadian Securities Laws with respect to such material
      change or change in a material fact have been complied with in all
      Qualifying Provinces and any appropriate receipt obtained for such filings
      and notice of such filings from Pretivm or its counsel have been received
      by the Underwriters; and

	 	 	 
	 	(b) 	
      the date upon which the commercial copies of any
      Prospectus Amendments have been delivered in accordance with section
      4(c).




	8. 	
      Completion of Distribution



The Underwriters shall after the Closing Time and, if
applicable, the Option Closing Time, give prompt written notice to Pretivm when,
in the opinion of the Underwriters, they have completed distribution of the
Units and shall provide related details, including the total proceeds realized
in each of the Qualifying Provinces, the Qualifying States and any other
jurisdiction from such distribution.

	9. 	
      Changes

	 	 
		
      (a) 
	Material Change or Change in Material Fact
      During Distribution






- 34 -

During the period from the date of this Agreement to the later
of the Closing Date, the Option Closing Date and the date of completion of
distribution of the Units, each of Pretivm and Silver Standard shall promptly
notify the Underwriters in writing of:

	 	(i) 	
      any material change (actual, anticipated, contemplated or
      threatened, financial or otherwise) in the business, affairs, liabilities
      (absolute, accrued, contingent or otherwise), capital, operations,
      financial condition, properties, prospects or assets (including the
      Snowfield Project, the Brucejack Project and the Combined Project Assets)
      of Pretivm or Pretivm Exploration;

	 	 	 
	 	(ii) 	
      any material fact which has arisen or has been discovered
      and would have been required to have been stated in the Final Prospectus
      had the fact arisen or been discovered on, or prior to, the date of such
      document; and

	 	 	 
	 	(iii) 	
      any change in any material fact (which for the purposes
      of this Agreement shall be deemed to include the disclosure of any
      previously undisclosed material fact) contained in the Final Prospectus or
      any Prospectus Amendment, which fact or change is, or may be, of such a
      nature as to render any statement in the Final Prospectus or any
      Prospectus Amendment misleading or untrue in any material respect or which
      would result in a misrepresentation in the Final Prospectus or any
      Prospectus Amendment or which would result in the Final Prospectus or any
      Prospectus Amendment not complying (to the extent that such compliance is
      required) with Canadian Securities Laws, in each case, as at any time up
      to and including the later of the Closing Date, the Option Closing Date
      and the date of completion of the distribution of the
  Units,



provided, however, in the case of
Silver Standard, the obligations to notify the Underwriters in accordance with
Subsections 9(a)(i),(ii) and (iii) above, shall only apply to the extent that
any such changes, facts or changes in material facts relate to the Silver
Standard Matters,

Pretivm shall promptly, and in any event within any applicable
time limitation, comply, to the satisfaction of the Underwriters, acting
reasonably, with all applicable filings and other requirements under the
Canadian Securities Laws as a result of such fact or change; provided that
Pretivm shall not file any Prospectus Amendment or other document without first
obtaining from the Underwriters their approval, after consultation with the
Underwriters with respect to the form and content thereof, which approval will
not be unreasonably withheld or delayed. Pretivm shall in good faith discuss
with the Underwriters any fact or change in circumstances (actual, anticipated,
contemplated or threatened, financial or otherwise) which is of such a nature
that there is reasonable doubt whether written notice need be given under this
section 9(a).

	 	(b) 	
      Change in Canadian Securities
  Laws



If during the period of distribution of the Units there shall
be any change in Canadian Securities Laws that, in the opinion of the
Underwriters, acting reasonably, requires the filing of a Prospectus Amendment, Pretivm shall, to the satisfaction of the
Underwriters, acting reasonably, promptly prepare and file such Prospectus
Amendment with the appropriate Canadian Securities Regulator in each of the
Qualifying Provinces where such filing is required.




- 35 -

	10. 	
      Underwriting Fee



The Underwriters will be paid a fee of $0.50 per Purchased Unit
(the “Underwriting Fee”) sold pursuant to this Agreement. Such
Underwriting Fee shall be due and payable in full by Silver Standard at the
Closing Time (as defined below) against payment for the Purchased Units and, if
applicable, as to $0.50 per Additional Unit, $0.48 per Additional Share and/or
$0.04 per Additional Warrant, (as the case may be) by Silver Standard, at the
Option Closing Time, against payment for the Additional Units, Additional Shares
and/or Additional Warrants, as the case may be. The Underwriting Fee shall be
payable as provided for in section 11.

All fees, expenses and other payments under this Agreement
shall be paid without giving effect to any withholding or deduction of any tax
or similar governmental assessment. If Silver Standard is required by law to
deduct or withhold any amounts with respect to any such tax or assessment or if
any such tax or assessment is required to be paid by the Underwriters or any of
their affiliates as a result or arising out of this Agreement, Silver Standard
shall pay the Underwriters such additional amounts as shall be required so that
the net amount received by the Underwriters from Silver Standard after such
deduction, withholding or payment shall equal the amounts otherwise payable to
the Underwriters under this Agreement (provided that, for greater certainty,
Silver Standard shall have no obligations in respect of any income or other
similar taxes of the Underwriters). If any Goods and Services Tax, Harmonized
Sales Tax, and/or provincial sales taxes or other similar tax is payable with
respect to the fees paid or payable to the Underwriters under this engagement,
the Underwriters will add the amount of such tax to its invoice and Silver
Standard shall pay the Underwriters such tax.

	11. 	
      Delivery of Purchase Price, Underwriting Fee and
      Certificates



The purchase and sale of the Purchased Units and, if
applicable, the Additional Units and/or Additional Shares and/or Additional
Warrants shall be completed at the Closing Time and the Option Closing Time, as
the case may be, at the offices of Fasken Martineau DuMoulin LLP, 2900 – 550
Burrard Street, Vancouver, British Columbia, or at such other place as the
Underwriters, Pretivm and Silver Standard may agree upon.

At the Closing Time or the Option Closing Time, as the case may
be, the following certificates shall be duly and validly delivered to the
Underwriters, global certificates representing the Purchased Shares and
Purchased Warrants comprising the Purchased Units or the Additional Shares and
Additional Warrants issuable upon the exercise of the Over-Allotment Option, as
the case may be, registered in the name of CDS & Co. or in such other
nominee name or names for CDS as the Lead Underwriters may notify Pretivm in
writing not less than 24 hours prior to the Closing Time or the Option Closing
Time, as the case may be, and individual certificates for certain Substituted
Purchasers, against payment by the Underwriters, as directed by Silver Standard,
of the Purchase Price for the Purchased Units or the Additional Units (and/or
Additional Shares and/or Additional Warrants), as the case may be, by wire
transfer, in each case together with a receipt signed by the Lead Underwriters for
such definitive global certificates and for receipt of the Underwriting Fee.




- 36 -

In order to facilitate an efficient and timely closing at the
Closing Time and the Option Closing Time, the Underwriters may choose to
initiate a wire transfer of funds to Silver Standard or its counsel representing
the Purchase Price for the Purchased Units or the Additional Units (and/or
Additional Shares and/or Additional Warrants), as the case may be, prior to the
Closing Time or the Option Closing Time, as the case may be. If the Underwriters
do so, Silver Standard agrees that such transfer of funds to Silver Standard
prior to the Closing Time or the Option Closing Time does not constitute a
waiver by the Underwriters of any of the conditions of the Closing or the Option
Closing set out in this Agreement. Furthermore, Silver Standard agrees that any
such funds received from the Underwriters prior to the Closing Time or the
Option Closing Time, as the case may be, will be held in trust solely for the
benefit of the Underwriters until the Closing Time or the Option Closing Time,
as the case may be, and if the Closing or the Option Closing, as the case may
be, does not occur at the scheduled Closing Time or the Option Closing Time, as
the case may be, such funds shall be immediately returned by wire transfer to
the Lead Underwriters, on behalf of the Underwriters, without interest. Upon the
satisfaction of the conditions of the Closing or the Option Closing, as the case
may be, and the delivery to the Underwriters of the items set out in section 12,
the funds held in trust for the Underwriters shall be deemed to be delivered by
the Underwriters to Silver Standard in satisfaction of the obligation of the
Underwriters under this section 11 and upon such delivery the trust constituted
by this section 11 shall be terminated without further formality.

	12. 	
      Closing Conditions



The Underwriters’ obligation to purchase the Purchased Units at
the Closing Time shall be subject to the accuracy of the representations and
warranties of each of Pretivm and Silver Standard contained in this Agreement as
of the date of this Agreement and as of the Closing Date, the performance by
each of Pretivm and Silver Standard of their respective obligations under this
Agreement and the following conditions:

	 	(a) 	
      Delivery of Opinions

	 	 	 	 
	 		(i) 	
      The Underwriters shall have received at the Closing Time
      a favourable legal opinion dated the Closing Date, in form and substance
      satisfactory to the Underwriters, from Canadian counsel to Pretivm,
      addressed to the Underwriters and their counsel, as to the laws of Canada
      and the Qualifying Provinces, which counsel in turn may rely upon the
      opinions of local counsel where they deem such reliance proper as to the
      laws other than those of Canada and British Columbia, Alberta and Ontario
      and as to matters of fact, on certificates of the auditors of Pretivm, the
      Transfer Agent, government officials, public and stock exchange officials
      and officers of Pretivm and Pretivm Exploration, with respect to the
      following matters, assuming completion of the
Closing:







- 37 -

	 	(A) 	
      as to the valid existence of each of Pretivm and Pretivm
      Exploration under the laws of their respective jurisdiction of
      organization or incorporation, as applicable;

	 	 	 	 
	 	(B) 	
      as to the authorized and issued capital of each of
      Pretivm and Pretivm Exploration;

	 	 	 	 
	 	(C) 	
      that Pretivm is the registered owner of all of the issued
      and outstanding common shares or other securities of Pretivm
      Exploration;

	 	 	 	 
	 	(D) 	
      that each of Pretivm and Pretivm Exploration has all
      requisite corporate power, capacity and authority including under the laws
      of its respective jurisdiction of incorporation or organization, as
      applicable, and each is qualified to:

	 	 	 	 
	 		(I) 	
      carry on its businesses as presently carried on (as
      applicable);

	 	 	 	 
	 		(II) 	
      own its property;

	 	 	 	 
	 		(III) 	
      in the case of Pretivm, issue the Warrants; and

	 	 	 	 
	 		(IV) 	
      in the case of Pretivm solely, enter into each of the
      Related Agreements to which it is a party, and to carry out the
      transactions contemplated thereby;

	 	 	 	 
	 	(E) 	
      that all necessary action has been taken by Pretivm to
      authorize, as applicable: (I) the execution and delivery of each of the
      Preliminary Prospectus and the Final Prospectus and, if applicable, any
      Prospectus Amendments, (II) the filing of each of the Preliminary
      Prospectus and the Final Prospectus and, if applicable, any Prospectus
      Amendments under the Canadian Securities Laws in each of the Qualifying
      Provinces, and (III) the execution and delivery of each of the Related
      Agreements to which it is a party and the performance of its obligations
      thereunder;

	 	 	 	 
	 	(F) 	
      that the Shares have been duly authorized and are validly
      issued and outstanding as fully paid and non-assessable shares;

	 	 	 	 
	 	(G) 	
      the Warrants have been validly created and issued by
      Pretivm;

	 	 	 	 
	 	(H) 	
      the Silver Standard Underlying Shares have been duly
      authorized and are validly issued and outstanding as fully paid and non-
      assessable shares;

	 	 	 	 
	 	(I) 	
      the Pretivm Underlying Shares have been duly allotted and
      authorized for issuance and will, if issued upon due exercise of
  the Warrants in accordance with the terms of the Warrant
  Indenture, be issued as fully paid and non-assessable shares;







- 38 -

	 	(J) 	
      that the description of the attributes of the Units, the
      Shares, the Warrants and the preferred shares in the Prospectus are, in
      all material respects, a true, complete and accurate description of the
      rights, privileges, restrictions and conditions attaching to such
      securities;

	 	 	 
	 	(K) 	
      that Pretivm is a “reporting issuer” or the equivalent
      thereof in each Qualifying Province where such concept exists;

	 	 	 
	 	(L) 	
      that the execution and delivery by the Company of each of
      the Related Agreements to which it is a party, the fulfilment of the terms
      and the performance of its obligations thereunder, and consummation of the
      transactions contemplated thereby do not and will not result in a breach
      (whether after notice or lapse of time or both) of any statute, law, by
      law, regulation, or decree, judgement or order of which counsel is aware,
      or the terms of any of the constating documents of Pretivm or any
      resolutions of directors or shareholders of Pretivm or any other Related
      Agreement;

	 	 	 
	 	(M) 	
      that each of the Related Agreements to which the Company
      is a party has been duly authorized and executed by Pretivm and
      constitutes a legal, valid and binding obligation of Pretivm and is
      enforceable against Pretivm in accordance with its terms, subject to
      customary enforceability qualifications;

	 	 	 
	 	(N) 	
      that the form and terms of the certificates representing
      the Shares, the Silver Standard Underlying Shares and meet all legal
      requirements under the rules of TSX (if any) and have been duly approved
      by Pretivm;

	 	 	 
	 	(O) 	
      that the form and terms of the certificates representing
      the Warrants and meet all requirements under the Warrant Indenture and
      have been duly approved by Pretivm;

	 	 	 
	 	(P) 	
      that Computershare Investor Services Inc. at its
      principal office in the city of Vancouver and Toronto has been duly
      appointed as the transfer agent and registrar for the Shares and the
      Warrants of Pretivm, which appointment has not been revoked and
      amended;

	 	 	 
	 	(Q) 	
      that all necessary documents have been filed, all
      requisite proceedings have been taken and all other legal requirements
      have been fulfilled by Pretivm under the securities laws of each of the
      Qualifying Provinces in order to qualify the distribution of the Units to
      the public in each of the Qualifying Provinces through investment dealers
      or brokers registered under the applicable securities laws of the Qualifying Provinces who have
      complied with the relevant provisions of such applicable securities
    laws;








- 39 -

	 		(R) 	
      the delivery of the Pretivm Underlying Shares to be
      issued or the Silver Standard Underlying Shares to be delivered upon
      exercise of the Warrants is exempt from, or is not subject to, the
      prospectus and registration requirements of the securities laws of the
      Qualifying Provinces and no prospectus or other documents are required to
      be filed, proceedings taken, or approvals, permits, consents or
      authorizations obtained by Pretivm under the securities laws of the
      Qualifying Provinces in respect of such distribution;

	 	 	 	 
	 		(S) 	
      the first trade in, or resale of, the Pretivm Underlying
      Shares to be issued or the Silver Standard Underlying Shares to be
      delivered upon exercise of the Warrants is exempt from, or is not subject
      to, the prospectus requirements of the securities laws of the Qualifying
      Provinces and no prospectus or other documents are required to be filed,
      proceedings taken, or approvals, permits, consents or authorizations
      obtained under such securities laws in respect of such trade;

	 	 	 	 
	 		(T) 	
      the Shares are listed on the TSX and the Warrants have
      been conditionally approved for listing on the TSX subject to the filing
      of documents in accordance with the requirements of the TSX;

	 	 	 	 
	 		(U) 	
      that, subject to the assumptions, qualifications,
      limitations and restrictions set out therein, the statements under the
      heading in the Prospectus “Eligibility for Investment” are accurate in all
      material respects;

	 	 	 	 
	 		(V) 	
      that the form and terms of the certificates representing
      the common shares of Pretivm have been duly approved by Pretivm and comply
      with the provisions of the notice of articles and articles of Pretivm and
      the requirements of the BCBCA; and

	 	 	 	 
	 		(W) 	
      as to all other legal matters reasonably requested by
      counsel to the Underwriters relating to the distribution of the
    Units.

	 	 	 	 
	 	(ii) 	
      The Underwriters shall have received at the Closing Time
      a favourable legal opinion dated the Closing Date, in form and substance
      satisfactory to the Underwriters, from Canadian counsel to Silver
      Standard, addressed to the Underwriters and their counsel, as to the laws
      of Canada and British Columbia with respect to the following matters,
      assuming completion of the Closing:

	 	 	 	 
	 		(A) 	
      as to the valid existence of Silver Standard under the
      laws of its jurisdiction of organization or
  incorporation;








- 40 -

	 		(B) 	
      that all necessary action has been taken by Silver
      Standard to authorize, as applicable: (I) the execution and delivery of
      the Final Prospectus and, if applicable, any Prospectus Amendments, (II)
      the filing of each of the Preliminary Prospectus and the Final Prospectus
      and, if applicable, any Prospectus Amendments under the Canadian
      Securities Laws in each of the Qualifying Provinces, and (III) the
      execution and delivery of each of the Related Agreements to which it is a
      party and the performance of its obligations thereunder;

	 	 	 	 
	 		(C) 	
      that the description of the attributes of the Units, the
      Shares and the Warrants in the Prospectus is, in all material respects, a
      true, complete and accurate description of the rights, privileges,
      restrictions and conditions attaching to such securities;

	 	 	 	 
	 		(D) 	
      that the execution and delivery by Silver Standard of
      each of the Related Agreements to which it is a party, the fulfilment of
      the terms and the performance of its obligations thereunder, and
      consummation of the transactions contemplated thereby do not and will not
      result in a breach (whether after notice or lapse of time or both) of any
      statute, law, by law, regulation, or decree, judgement or order of which
      counsel is aware, or the terms of any of the constating documents of
      Silver Standard or any other Related Agreement to which Silver Standard is
      a party;

	 	 	 	 
	 		(E) 	
      that each of the Related Agreements to which Silver
      Standard is a party has been duly authorized and executed by Silver
      Standard and constitutes a legal, valid and binding obligation of Silver
      Standard and is enforceable against Silver Standard in accordance with its
      terms, subject to customary enforceability qualifications;

	 	 	 	 
	 		(F) 	
      other than documents filed, proceedings taken and other
      legal requirements fulfilled by Pretivm as contemplated by section
      12(a)(i)(Q), no documents are required to be filed, proceedings taken or
      other legal requirements fulfilled by Silver Standard under the securities
      laws of each of the Qualifying Provinces in order to qualify the
      distribution of the Shares to the public in the Qualifying Provinces
      through investment dealers or brokers registered under the applicable
      securities laws in the Qualifying Provinces who have complied with the
      relevant securities provisions of such applicable securities laws;
    and

	 	 	 	 
	 		(G) 	
      as to all other legal matters reasonably requested by
      counsel to the Underwriters relating to the distribution of the
    Units.

	 	 	 	 
	 	(iii) 	
      If any of the Units are distributed in the United States,
      the Underwriters shall have received at the Closing Time a legal opinion,
      in form and substance satisfactory to the Underwriters, addressed to
      the Underwriters and their counsel, from U.S. counsel to Pretivm to the
      effect that no registration of the Units is required under the 1933 Act in
      connection with the offer and sale of the Units under this Agreement,
      provided that in each case the offer and sale in the United States is made
      in accordance with Schedule A hereto and all other offers and sales of
      Shares are made in accordance with the provisions of this
  Agreement.







- 41 -

	 	(iv) 	
      The Underwriters shall have received at the Closing Time
      a legal opinion in form and substance satisfactory to the Underwriters,
      from Underwriters’ counsel, with respect to all such matters as the
      Underwriters may reasonably request relating to the distribution of the
      Units, the Shares and the Warrants, it being understood that Underwriters’
      Counsel may rely, to the extent appropriate in the circumstances, on
      certificates of officers of Pretivm with respect to factual matters not
      independently established.





	 	(b) 	
      Delivery of Comfort
Letters



The Underwriters shall have received at the Closing Time a
letter dated the Closing Date, in form and substance satisfactory to the
Underwriters, addressed to the Underwriters from PWC, confirming the continued
accuracy of the comfort letter to be delivered to the Underwriters pursuant to
section 4(a)(iv) with such changes as may be necessary to bring the information
in such letter forward to a date not more than two Business Days prior to the
Closing Date, which changes shall be acceptable to the Underwriters.

	 	(c) 	
      Delivery of Certificates

	 	 	 	 
	 		(i) 	
      The Underwriters shall have received at the Closing Time
      a certificate dated the Closing Date, addressed to the Underwriters and
      counsel to the Underwriters and signed by the President and Chief
      Executive Officer and the Chief Financial Officer of Pretivm or other
      officers of Pretivm acceptable to the Underwriters, with respect to the
      constating documents of Pretivm, all resolutions of Directors relating to
      this Agreement, the Prospectus and Related Agreements to which Pretivm is
      a party, the incumbency and specimen signatures of signing officers of
      Pretivm and such other matters as the Underwriters may reasonably
      request.

	 	 	 	 
	 		(ii) 	
      The Underwriters shall have received at the Closing Time
      a certificate of Pretivm dated the Closing Date, addressed to the
      Underwriters and counsel to the Underwriters and signed on behalf of
      Pretivm by the President and Chief Executive Officer and the Chief
      Financial Officer of Pretivm or other officers of Pretivm acceptable to
      the Underwriters, certifying for and on behalf of Pretivm, after having
      made due inquiry and after having carefully examined the Prospectus and
      any Prospectus Amendments, that:







- 42 -

	 		(A) 	
      since the respective dates as of which information is
      given in the Final Prospectus, as amended by any Prospectus Amendments,
      that (A) there has been no material change (actual, anticipated,
      contemplated or threatened, whether financial or otherwise) in the
      business, affairs, liabilities (absolute, accrued, contingent or
      otherwise), capital, operations, financial condition, properties,
      prospects or assets of Pretivm or Pretivm Exploration, and (B) no
      transaction has been entered into by any of Pretivm which is material to
      Pretivm, other than as disclosed in the Final Prospectus or the Prospectus
      Amendments, as the case may be;

	 	 	 	 
	 		(B) 	
      no order, ruling or determination having the effect of
      suspending the sale or ceasing the trading of the Units, or any other
      securities of Pretivm has been issued by any regulatory authority and is
      continuing in effect and no proceedings for that purpose have been
      instituted or are pending or, to the knowledge of such officers, after due
      inquiry, contemplated or threatened under any of the Canadian Securities
      Laws or by any other regulatory authority;

	 	 	 	 
	 		(C) 	
      Pretivm has complied with the terms and conditions of
      this Agreement on its part to be complied with up to and as of the Closing
      Time;

	 	 	 	 
	 		(D) 	
      the representations and warranties of Pretivm contained
      in this Agreement and in any certificate or other document delivered
      pursuant to or in connection with this Agreement are true and correct as
      of the Closing Time with the same force and effect as if made at and as of
      the Closing Time after giving effect to the transactions contemplated by
      this Agreement;

	 	 	 	 
	 		(E) 	
      none of the Related Agreements have been amended (and no
      amendments are contemplated) and no conditions therein have been waived or
      are unsatisfied by any of the parties thereto; and

	 	 	 	 
	 		(F) 	
      such other matters as the Underwriters may reasonably
      request.

	 	 	 	 
	 	(iii) 	
      The Underwriters shall have received at the Closing Time
      a certificate of Silver Standard dated the Closing Date, addressed to the
      Underwriters and counsel to the Underwriters and signed on behalf of
      Silver Standard by the President and Chief Executive Officer and the Chief
      Financial Officer of Silver Standard or other officers of Silver Standard
      acceptable to the Underwriters, certifying for and on behalf of Silver
      Standard, after having made due inquiry and after having carefully
      examined the Prospectus and any Prospectus Amendments,
  that:







- 43 -

	 	(A) 	
      Silver Standard has complied with the terms and
      conditions of this Agreement on its part to be complied with up to and as
      of the Closing Time; and

	 	 	 
	 	(B) 	
      the representations and warranties of Silver Standard
      contained in this Agreement and in any certificate or other document
      delivered pursuant to or in connection with this Agreement are true and
      correct as of the Closing Time with the same force and effect as if made
      at and as of the Closing Time after giving effect to the transactions
      contemplated by this Agreement.




	 	(d) 	
      Listing Approval



The Warrants will have been approved for listing and posted for
trading on the TSX prior to issuance, subject only to the filing of documents in
accordance with the requirements of the TSX.

	 	(e) 	
      Necessary Actions Taken



All actions required to be taken by or on behalf of Pretivm,
including, without limitation, the passing of all requisite resolutions of the
Directors and the shareholders of Pretivm and resolutions of the directors and
shareholders of Pretivm Exploration, and all requisite filings with any
securities regulatory authority will have occurred at or prior to the Closing
Time so as to validly authorize the execution and filing of the Prospectus and
any Prospectus Amendment and to create, issue and/or deliver the Units having
the attributes contemplated by the Prospectus.

	 	(f) 	
      Receipt of Additional
Documents



The Underwriters will have received such other certificates,
opinions, agreements, materials or documents as they may reasonably request.

	 	(g) 	
      Underwriters’ Obligation to Purchase of Additional
      Units



The Underwriters’ obligation to purchase the Additional Units
at the Option Closing Time shall be subject to:

	 	(i) 	
      the accuracy of the representations and warranties of
      each of Pretivm and Silver Standard contained in this Agreement as of the
      Option Closing Date and the delivery of certificates dated the Option
      Closing Date substantially similar to the certificates referred to in
      section 12(c);

	 	 	 
	 	(ii) 	
      the performance by each of Pretivm and Silver Standard of
      their respective obligations under this Agreement; and

	 	 	 
	 	(iii) 	
      the delivery by Pretivm or their professional advisors of
      such opinions, comfort letters and other certificates consistent with
      those delivered on the Closing Date, as the Underwriters may reasonably
      require in respect of the issuance and sale by Pretivm of the Additional
      Units.







- 44 -

	13. 	
      Rights of Termination

	 	 	 	 
		(a) 	
      It is understood that the Underwriters may at their sole
      discretion waive, in whole or in part, or extend the time for compliance
      with, any of the terms and conditions of this Agreement without prejudice
      to their rights in respect of any other of such terms and conditions or
      any other subsequent breach or non-compliance; provided, however, that to
      be binding on the Underwriters any such waiver or extension must be in
      writing and signed by all of the Underwriters. No act of the Underwriters
      in offering the Units or in preparing or joining in the execution of the
      Prospectus or any Prospectus Amendment shall constitute a waiver or
      estoppel against the Underwriters.

	 	 	 	 
		(b) 	
      In addition to any other remedies which may be available
      to the Underwriters in respect of any default, act or failure to act, or
      non-compliance with the terms of this Agreement by Pretivm or Silver
      Standard, any Underwriter shall be entitled, at its option, to terminate
      and cancel, without any liability on such Underwriter’s part, such
      Underwriter’s obligations under this Agreement, to purchase the Purchased
      Units or the Additional Units, by giving written notice to Pretivm and
      Silver Standard at any time at or prior to the Closing Time or the Option
      Closing Time, as the case may be:

	 	 	 	 
			(i) 	
      if, (A) any inquiry, investigation or other proceeding
      (whether formal or informal) is commenced, announced or threatened, or any
      order or ruling is issued by any exchange or market, or any other
      regulatory or governmental authority (other than an inquiry, investigation
      or other proceeding based solely on the activities of the Underwriters in
      connection with the Offering), or (B) if any law or regulation under or
      pursuant to any statute is promulgated or changed which moratorium,
      inquiry, investigation, proceeding, order, ruling, law or regulation, in
      the opinion of such Underwriter, operates to prevent or materially
      restrict the distribution of the Units, Shares or Warrants or the trading
      of the common shares of Pretivm or the Warrants, or which, in the opinion
      of such Underwriter, would reasonably be expected to have a Material
      Adverse Effect on Pretivm, including as to the market price or value of
      its common shares or Warrants, or which, in the opinion of such
      Underwriter, would reasonably be expected to materially impair Silver
      Standard’s ability to perform the obligations contemplated in this
      Agreement or materially affect or impair the consummation of the
      transactions contemplated in the Related Agreements.

	 	 	 	 
			(ii) 	
      if, in the opinion of such Underwriter, there occurs or
      is discovered a material change or a change in any material fact or a new
      material fact arises that would reasonably be expected to have a Material
      Adverse Effect on Pretivm, including as to the market price or value of
      its common shares, the Shares or the Warrants, or result in the purchasers
      of a material number of Units exercising their right under applicable
      legislation to withdraw from their purchase of, Units, or would reasonably
      be expected to materially impair Silver Standard’s ability to perform
      the obligations contemplated in this Agreement or materially affect or
      impair the consummation of the transactions contemplated in the Related
Agreements.







- 45 -

	 	(iii) 	
      if there should develop, occur or come into effect or
      existence any event, action, state, condition or major financial
      occurrence of national or international consequence, including without
      limiting the generality of the foregoing, any military conflict, civil
      insurrection, or any terrorist action (whether or not in connection with
      such conflict or insurrection), or any law or regulation which, in the
      opinion of such Underwriter, materially adversely affects or involves, or
      will materially adversely affect or involve, the Canadian or U.S.
      financial markets and/or prevent or materially restrict the trading of the
      common shares of Pretium or the Warrants or the distribution of the Units,
      Shares or Warrants or may result in a Material Adverse Effect on Pretivm
      or which could materially impair Silver Standard’s ability to perform the
      obligations contemplated in this Agreement or materially affect or impair
      the consummation of the transactions contemplated in the Related
      Agreements; or

	 	 	 
	 	(iv) 	
      if the state of the financial markets is such that in the
      opinion of such Underwriter, it would be unprofitable to offer or continue
      to offer the Units for sale; or

	 	 	 
	 	(v) 	
      if either of Pretivm or Silver Standard is in material
      breach of any term, condition or covenant of this Underwriting Agreement,
      or any representation or warranty given by Pretivm or Silver Standard in
      this Underwriting Agreement becomes, is discovered to be or is materially
      false, and such material breach or such materially false representation is
      (i) in the opinion of any Underwriter not capable of being cured prior to
      the Closing Time or Option Closing Time, as the case may be, (ii) would
      result in the failure of any condition precedent set out in section 12
      hereof, or (iii) has not been rectified to the satisfaction of any
      Underwriter within 48 hours of when such Underwriter provides notice to
      Pretivm or Silver Standard, as the case may be, of the same; or

	 	 	 
	 	(vi) 	
      any order to cease trading in securities of Pretivm is
      made or threatened by a Canadian Securities Regulator or is made or
      threatened against Silver Standard in respect of the common shares of
      Pretivm held by it.





	 	(c) 	
      In the event of any termination pursuant to section
      13(b), there shall be no further liability on the part of the terminating
      Underwriter to Pretivm or Silver Standard or on the part of Pretivm or
      Silver Standard to the terminating Underwriter, including in all cases in
      respect of any Units, Shares and Warrants, except in respect of any
      liability which may have arisen prior to or arise after such termination
      under sections 14, 15 and 17. A notice of termination given by an
      Underwriter under section 13(b), shall not be binding upon any other
      Underwriter.







- 46 -

	14. 	
      Indemnity




	 	(a) 	
      Rights of Indemnity by
Pretivm



Pretivm agrees to indemnify and save harmless each of the
Underwriters and each of their affiliates and each of their respective
directors, officers, employees, partners, agents, advisors and shareholders
(collectively, the “Indemnified Parties” and, individually, an
“Indemnified Party”) from and against any and all losses (except losses
of profit), expenses, claims, actions, suits, proceedings damages and
liabilities, joint or several, including the aggregate amount paid in settlement
of any actions, suits, proceedings, investigations, inquiries or claims and the
reasonable fees and expenses of their counsel that may be incurred in advising
with respect to and/or defending any action, suit, proceeding, investigation,
inquiry or claim that may be made or threatened against any Indemnified Party or
in enforcing this indemnity to which any Indemnified Party may become subject or
otherwise involved, in any capacity (collectively, “Claims” and each,
individually, a “Claim”), insofar as the Claims relate to, are caused by,
result from, arise out of or are based upon, directly or indirectly:

	 	(i) 	
      any information or statement (except any statement
      relating solely to the Underwriters which has been provided by the
      Underwriters in writing specifically for use in the Prospectus or any
      Prospectus Amendment) contained in the Prospectus or any Prospectus
      Amendment or in any certificate of Pretivm delivered pursuant to this
      Agreement which contains or is alleged to contain a
    misrepresentation;

	 	 	 
	 	(ii) 	
      any omission or alleged omission to state in the
      Prospectus, any Prospectus Amendment or any certificate of Pretivm
      delivered pursuant to this Agreement any material fact (except any fact
      relating solely to the Underwriters) required to be stated in such
      document or necessary to make any statement in such document not
      misleading in light of the circumstances under which it was
made;

	 	 	 
	 	(iii) 	
      any order made or inquiry, investigation or proceedings
      commenced or threatened by any securities commission or other competent
      authority based upon any untrue statement or omission or alleged untrue
      statement or alleged omission or any misrepresentation or alleged
      misrepresentation (except a statement which has been provided by the
      Underwriters in writing specifically for use in the Prospectus or any
      Prospectus Amendment or omission relating solely to the Underwriters or
      alleged untrue statement which has been provided by the Underwriters in
      writing specifically for use in the Prospectus or any Prospectus Amendment
      or alleged omission relating solely to the Underwriters) contained in the
      Prospectus or any Prospectus Amendments or based upon any failure to
      comply with Canadian Securities Laws (other than any failure or alleged
      failure to comply by the Underwriters), preventing or restricting the
      trading in or the sale or distribution of the Units in any of the
      Qualifying Provinces;







- 47 -

	 		(iv) 	
      the non-compliance or alleged non-compliance by Pretivm
      with any of the Canadian Securities Laws or the 1933 Act, including
      Pretivm’s non- compliance with any statutory requirement to make any
      document available for inspection; or

	 	 	 	 
	 		(v) 	
      any breach by Pretivm of its representations, warranties,
      covenants or obligations to be complied with under this
  Agreement.

	 	 	 	 
	 	(b) 	
      Rights of Indemnity by Silver
  Standard



Silver Standard (together with Pretivm, the
“Indemnifiers”) agrees to indemnify and save harmless each of the
Indemnified Parties from and against any and all Claims, insofar as the Claims
relate to, are caused by, result from, arise out of or are based upon, directly
or indirectly:

	 	(i) 	
      any information or statement contained in the Prospectus
      or any Prospectus Amendment or in any certificate of Silver Standard
      delivered pursuant to this Agreement relating to the Silver Standard
      Matters which contains or is alleged to contain a
  misrepresentation;

	 	 	 
	 	(ii) 	
      any omission or alleged omission to state in any
      certificate of Silver Standard delivered pursuant to this Agreement of any
      material fact relating to the Silver Standard Matters that is required to
      be stated in such document or necessary to make any statement in such
      document not misleading in light of the circumstances under which it was
      made;

	 	 	 
	 	(iii) 	
      any order made or inquiry, investigation or proceedings
      commenced or threatened by any securities commission or other competent
      authority based upon any untrue statement or omission or alleged untrue
      statement or alleged omission or any misrepresentation or alleged
      misrepresentation (except a statement which has been provided by the
      Underwriters in writing specifically for use in the Prospectus or any
      Prospectus Amendment or omission relating solely to the Underwriters or
      alleged untrue statement which has been provided by the Underwriters in
      writing specifically for use in the Prospectus or any Prospectus Amendment
      or alleged omission relating solely to the Underwriters) contained in the
      Prospectus or any Prospectus Amendments and relating to the Silver
      Standard Matters or based upon any failure by Silver Standard to comply
      with Canadian Securities Laws (other than any failure or alleged failure
      to comply by the Underwriters), preventing or restricting the trading in
      or the sale or distribution of the Units in any of the Qualifying
      Provinces;

	 	 	 
	 	(iv) 	
      the non-compliance or alleged non-compliance by Silver
      Standard with any of the Canadian Securities Laws or the 1933 Act,
      including Silver Standard’s non-compliance with any statutory requirement
      to make any document available for inspection; or

	 	 	 
	 	(v) 	
      any breach by Silver Standard of its representations,
      warranties, covenants or obligations to be complied with under this
      Agreement.







- 48 -

	 	(c) 	
      No Indemnity



If and to the extent that a court of competent jurisdiction in
a final non-appealable judgment from which no appeal can be made or a
governmental authority in a final ruling from which no appeal can be made
determines that a Claim resulted from the criminal fraud, gross negligence or
wilful misconduct of the Indemnified Party claiming indemnity in connection with
its obligations under this Agreement, such Indemnified Party shall promptly
reimburse to the Indemnifiers any funds advanced to such Indemnified Party in
respect of such Claim and thereafter the indemnity provided for in section 14
shall cease to apply to such Indemnified Party in respect of such Claim. For
greater certainty, the parties agree that they do not intend that any failure by
the Underwriters to conduct such reasonable investigation as necessary to
provide the Underwriters with reasonable grounds for believing the Prospectus
and any Prospectus Amendment contained no misrepresentation shall constitute
“criminal fraud”, “gross negligence” or “wilful misconduct” for purposes of
section 14.

	 	(d) 	
      Notification of Claims



If any Claim is asserted against any Indemnified Party in
respect of which indemnification is or might reasonably be considered to be
provided, such Indemnified Party will promptly after the date of the receipt by
the Indemnified Party of notice of, or of the Indemnified Party otherwise
becoming aware of, any such Claim (whether such Claim is asserted or
indemnification might be reasonably be considered to be provided) notify the
Indemnifiers of the nature of such Claim (the omission to so notify the
Indemnifiers of any potential Claim shall not relieve any Indemnifier from any
liability which it may have to any Indemnified Party and any omission to so
notify the Indemnifiers of any actual Claim shall affect the Indemnifiers’
liability only to the extent that the Indemnifiers are prejudiced by that
failure). The Indemnifiers shall assume the defence of any suit brought to
enforce such Claim provided, however, that:

	 	(i) 	
      the defence shall be conducted through legal counsel
      reasonably acceptable to the Indemnified Party, and

	 	 	 
	 	(ii) 	
      no settlement of any such Claim or admission of liability
      may be made by the Indemnifiers without the prior written consent (such
      consent not to be unreasonably withheld or delayed) of the Indemnified
      Party, acting reasonably, unless such settlement includes an unconditional
      release of each of the Indemnified Parties from all liability arising out
      of such action or claim and does not include a statement as to or an
      admission of fault, culpability or failure to act, by or on behalf of any
      Indemnified Party.



The Indemnified Party and the Indemnifiers shall each cooperate
fully with the other in the defence of any Claim pursuant to which
indemnification is provided hereunder. Without limiting the generality of the
foregoing, each such person shall furnish to the other person (at the expense of
the Indemnifiers) such documentary or other evidence as is then in its
possession as may reasonably be requested by the other person for the purpose of
defending against any such Claim.




- 49 -

	 	(e) 	Right of Indemnity in Favour of
      Others



The Indemnifiers acknowledge and agree that the Underwriters
  are contracting on their own behalf and as agents for their respective
  affiliates, directors, officers, employees, partners, agents, advisors and
  shareholders and accordingly hereby constitute the Underwriters as trustees for
  any other Indemnified Party for the covenants of the Indemnifiers contained in
  this section 14 and the Underwriters agree to accept such trust and to hold such
  covenants on behalf of such persons.

	 	(f) 	
      Retaining Counsel



In any such Claim, the Indemnified Party shall have the right
to retain other counsel to act on his or its behalf, provided that the fees and
disbursements of such counsel shall be paid by the Indemnified Party unless: (i)
the applicable Indemnifier and the Indemnified Party shall have mutually agreed
to the retention of the other counsel; (ii) the named parties to any such Claim
(including any added third or impleaded party) include both the Indemnified
Party and an Indemnifier and the representation of both parties by the same
counsel would be inappropriate due to the actual or potential differing
interests between them; or (iii) the applicable Indemnifier shall not have
retained counsel within seven (7) Business Days following receipt by such
Indemnifier of notice of any such Claim from the Indemnified Party.

	15. 	
      Contribution

	 	 
		
      (a) 
	Rights of
Contribution


In order to provide for a just and equitable contribution in
circumstances in which the indemnity provided in section 14 would otherwise be
available in accordance with its terms but is, for any reason, held to be
unavailable to or unenforceable by the Underwriters or enforceable otherwise
than in accordance with its terms, Pretivm, Silver Standard and the
Underwriters, severally and not jointly, shall contribute to the aggregate of
all claims, expenses, costs and liabilities and all losses of a nature
contemplated by section 14 in such proportions as is appropriate to reflect: (i)
as among Pretivm, Silver Standard and the Underwriters, the relative fault of
Pretivm, Silver Standard and the Underwriters; and (ii) as among Silver
Standard, Pretivm and the Underwriters the cash proceeds ultimately received by
Silver Standard or Pretivm from this Agreement and the Related Agreements and
the Underwriting Fee received by the Underwriters pursuant to this Agreement.
Relative fault shall be determined by reference to, among other things, the
intent of such parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. Pretivm,
Silver Standard and the Underwriters agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this section 15(a), (A) the
Underwriters shall not in any event be liable to contribute, in the aggregate,
any amounts in excess of the aggregate Underwriting Fee or any portion of the
Underwriting Fee actually received by each of them; and (B) no party who has
been determined by a court of competent jurisdiction, in a final non-appealable
judgment from which no appeal can be made or a governmental authority in a final
ruling from which no appeal can be made, to have engaged in any criminal fraud,
gross negligence, fraudulent misrepresentation, wilful misconduct, reckless
disregard or intentional fault in connection with its obligations under this
Agreement shall be entitled to claim contribution from any person who has not
also been determined by a court of competent jurisdiction, in a final
non-appealable judgment from which no appeal can be made or a governmental authority in a final ruling from which no appeal
can be made, to have engaged in such criminal fraud, gross negligence,
fraudulent misrepresentation, wilful misconduct, reckless disregard or
intentional fault. For greater certainty, the parties agree that they do not
intend that any failure by the Underwriters to conduct such reasonable
investigation as necessary to provide the Underwriters with reasonable grounds
for believing the Prospectus and any Prospectus Amendment contained no
misrepresentation shall constitute “criminal fraud”, “gross negligence”,
“fraudulent misrepresentation”, “wilful misconduct”, “reckless disregard” or
“intentional fault” for purposes of section 15. 




- 50 -

	 	(b) 	
      Rights of Contribution in Addition to Other
      Rights



The rights to contribution provided in this section 15 shall be
in addition to and not in derogation of any other right to contribution which
the Underwriters may have by statute or otherwise at law.

	 	(c) 	
      Calculation of
Contribution



In the event that an Indemnifier may be held to be entitled to
contribution from the Underwriters under the provisions of any statute or at
law, the Indemnifier shall be limited to contribution in an amount not exceeding
the lesser of:

	 	(i) 	
      the portion of the full amount of the loss or liability
      giving rise to such contribution for which the Underwriters are
      responsible, as determined in section 15(a), and

	 	 	 
	 	(ii) 	
      the amount of the Underwriting Fee actually received by
      the Underwriters under this Agreement, and an Underwriter shall in no
      event be liable to contribute any amount in excess of such Underwriter’s
      portion of the Underwriting Fee actually received under this
    Agreement.




	 	(d) 	
      Notice



If the Underwriters have reason to believe that a claim for
contribution may arise, they shall give the Indemnifier notice of such claim in
writing, as soon as reasonably possible, but failure to notify the Indemnifier
shall not relieve the Indemnifier of any obligation which he or it may have to
the Underwriters under this section. 

	 	(e) 	
      Right of Contribution in Favour of
  Others



The Indemnifiers acknowledge and agree that the Underwriters
are contracting on their own behalf and as agents for their respective
affiliates, directors, officers, employees, partners, agents, advisors and
shareholders.

	16. 	
      Severability



If any provision of this Agreement is determined to be void or
unenforceable in whole or in part, it shall be deemed not to affect or impair
the validity of any other provision of this Agreement and such void or
unenforceable provision shall be severable from this Agreement.




- 51 -

	17. 	
      Expenses



Silver Standard will be responsible for all expenses relating
to the issue, sale and delivery of the Units and all expenses of or incidental
to all other matters in connection with the transaction set out in this
Agreement, including the fees, taxes and disbursements of the legal counsel,
auditors, roadshow consultants, printers and other consultants and service
providers retained by Pretivm or Silver Standard. In addition, Silver Standard
will reimburse the Underwriters for all reasonable out-of-pocket expenses
incurred by the Underwriters in connection with the transactions contemplated by
this Agreement, including, but not limited to, the fees, taxes and disbursements
of Underwriters’ legal counsel, advertising, printing, courier,
telecommunications, data searches, travel, any other expenses and the fees,
taxes and disbursements of experts retained by the Underwriters, together with
any related Goods and Services Tax (“GST”) and provincial sales taxes or
Harmonized Sales Tax (“HST”), as applicable, provided, however, that any
individual expense greater than $10,000, excluding legal fees, shall be subject
to Silver Standard’s written consent. Such reimbursements will be payable upon a
request for payment thereof by the Lead Underwriters.

	18. 	
      Rights to Purchase

	 	 
		
      (a) 
	Obligation of Underwriters to
    Purchase


The obligation of the Underwriters to purchase the Purchased
Units or the Additional Units, as the case may be at the Closing Time or on the
Option Closing Date, as the case may be, shall be several and not joint and
shall be limited to the percentage of the Purchased Units or the Additional
Units, as the case may be, set out opposite the name of the Underwriters
respectively below:


	CIBC World Markets Inc. 	25% 
	Citigroup Global Markets Canada Inc. 	22% 
	UBS Securities Canada Inc. 	22% 
	BMO Nesbitt Burns Inc. 	10% 
	Dahlman Rose & Company, LLC 	7% 
	GMP Securities L.P. 	7% 
	Credit Suisse Securities (Canada),
      Inc. 	5% 
	Salman Partners Inc. 	2% 



Subject to section 18(c), in the event that any of the
Underwriters shall fail to purchase its applicable percentage of the Purchased
Units or the Additional Units, as the case may be, at the Closing Time or on the
Option Closing Date, as the case may be, the others shall be obligated,
severally (not jointly), to purchase on a pro rata basis all of the percentage
of the Purchased Units or the Additional Units, as the case may be, that would
otherwise have been purchased by the defaulting Underwriter(s); provided,
however, that in the event that the percentage of the total number of Purchased
Units or Additional Units, as the case may be, which the defaulting
Underwriter(s) has failed to purchase exceeds 10% of the total number of
Purchased Units or Additional Units, as the case may be, which the Underwriters
have agreed to purchase, the other Underwriters shall have the right, but shall
not be obligated, to purchase on a pro rata basis all of the percentage of the
total number of Purchased Units or Additional Units, as the case may be, that
would otherwise have been purchased by the defaulting Underwriter(s). In the
event that such right is not exercised, then Pretivm and Silver Standard shall
have the right to terminate their respective obligations hereunder without
liability except as set out below and the other Underwriters which are not in
default shall be relieved of all obligations to Pretivm and Silver Standard in
respect of the defaulting Underwriter’s Units. Nothing in this section 18(a)
shall oblige Pretivm or Silver Standard to sell to the Underwriters less than
all of the Purchased Units or the Additional Units, as the case may be, or
relieve from liability to Pretivm or Silver Standard any Underwriter which shall
be so in default. In the event of a termination by Pretivm or Silver Standard of
their respective obligations under this Agreement pursuant to this section 18,
there shall be no further liability on the part of Pretivm or Silver Standard to
the Underwriters except in respect of any liability which may have arisen or may
arise under sections 14, 15 and 17.




- 52 -

	 	(b) 	
      Purchases by Other
Underwriters



If the amount of the Purchased Units or the Additional Units,
as the case may be, which the remaining Underwriters wish to purchase pursuant
to section 18(a) exceeds the amount of the Purchased Units or the Additional
Units, as the case may be, which would otherwise have been purchased by an
Underwriter which is in default, such Purchased Units or the Additional Units,
as the case may be, shall be divided pro rata among the Underwriters desiring to
purchase such Purchased Units or the Additional Units, as the case may be, in
proportion to the percentage of Purchased Units or the Additional Units, as the
case may be, which such Underwriters have agreed to purchase as set out in
section 18(a).

	 	(c) 	
      Rights to Purchase of Other
  Underwriters



In the event that one or more but not all of the Underwriters
shall exercise their right of termination under section 13, the other
Underwriters shall have the right, but shall not be obligated, to purchase all
of the percentage of the Purchased Units or the Additional Units, as the case
may be, which would otherwise have been purchased by such Underwriters which
have so exercised their right of termination. If the amount of such Purchased
Units or the Additional Units, as the case may be, which the remaining
Underwriters wish, but are not obliged, to purchase exceeds the amount of such
Purchased Units or the Additional Units, as the case may be, which remain
available for purchase, such Purchased Units or the Additional Units, as the
case may be, shall be divided pro rata among the Underwriters desiring to
purchase such Purchased Units or the Additional Units, as the case may be, in
proportion to the percentage of Purchased Units or the Additional Units, as the
case may be, which such Underwriters have agreed to purchase as set out in
section 18(a).

	19. 	
      Stabilization



In connection with the distribution of the Units, the
Underwriters and members of their selling group (if any) may over allot or
effect transactions which stabilize or maintain the market price of the Units at
levels other than those which might otherwise prevail in the open market or engage in such other activities as are set out under the
heading “Price Stabilization, Short Positions and Passive Market Making” in the
Prospectus, in compliance with applicable securities laws and the rules and
regulations of applicable stock exchanges and regulators. Those stabilizing
transactions, if any, may be discontinued at any time at the sole discretion of
the Underwriters.




- 53 -

	20. 	
      Time



Time is of the essence in the performance of the parties’
respective obligations under this Agreement and the mere lapse of time shall
have the effects contemplated hereunder and by law.

	21. 	
      Governing Law



This Agreement shall be governed by and construed in accordance
with the laws of the Province of British Columbia and the laws of Canada
applicable in the Province of British Columbia. Any judicial proceeding brought
against any of the parties to this Agreement with respect to any dispute arising
out of this Agreement or any matter related hereto may be brought only in the
courts of British Columbia, in the City of Vancouver, and by execution and
delivery of this Agreement, each of the parties to this Agreement accepts for
itself the exclusive jurisdiction in the aforesaid courts and irrevocably agrees
to be bound by any judgment rendered thereby in connection with this Agreement.


	22. 	
      Notice



Unless otherwise expressly provided in this Agreement, any
notice or other communication to be given under this Agreement (a
“notice”) shall be in writing addressed as follows:

If to Pretivm, addressed and sent
to:

	 	Pretium Resources Inc. 
	 	570 Granville Street, Suite 1600 
	 	Vancouver, B.C. 
	 	V6C 3P1 
	 	 
	 	Attention: Robert A. Quartermain 
	 	Facsimile: (604) 558-4784 
	 	 
	 	with a copy to: 
	 	 
	 	Fasken Martineau DuMoulin LLP 
	 	2900 – 550 Burrard Street 
	 	Vancouver, British Columbia 
	 	V6C 0A3 
	 	 
	 	Attention: Josh Lewis 
	 	Facsimile: (604) 632-4853 


If to Silver Standard, addressed and
sent to:




- 54 -

	 	Silver Standard Resources Inc. 
	 	1400 – 999 West Hastings Street 
	 	Vancouver, B.C. 
	 	V6C 2W2 
	 	 
	 	Attention: John Smith 
	 	Facsimile: (604) 689-3847 
	 	 
	 	with a copy to: 
	 	 
	 	Lawson Lundell LLP 
	 	Cathedral Place 
	 	1600 – 925 West Georgia Street 
	 	Vancouver, BC 
	 	V6C 3L2 
	 	 
	 	Attention: Jerry Schramm 
	 	Facsimile: (604) 694-2940 


If to the Lead Underwriters, addressed
and sent to:

	 	CIBC World Markets Inc. 
	 	400 Burrard Street, 12th Floor

	 	Vancouver, British Columbia 
	 	V6C 3A6 
	 	 
	 	Attention: Sam Lee 
	 	Facsimile: (604) 891-6330 
	 	 
	 	and 
	 	 
	 	Citigroup Global Markets Canada Inc. 
	 	Citigroup Place 
	 	123 Front Street West, Suite 1100 
	 	Toronto, Ontario 
	 	M5J 2M3 
	 	 
	 	Attention: David Spivak 
	 	Facsimile: (416) 947-5802 
	 	 
	 	and 
	 	 
	 	UBS Securities Canada Inc. 
	 	Brookfield Place 
	 	161 Bay Street 
	 	Suite 4100, P.O. Box 617 
	 	Toronto Ontario 
	 	M5J 2S1 






- 55 -

	 	Attention: E.T.N. Larkin 
	 	Facsimile: (416) 364-9296 
	 	 
	 	with a copy to: 
	 	 
	 	Blake, Cassels & Graydon LLP 
	 	Suite 2600, Three Bentall Centre 
	 	595 Burrard Street 
	 	Vancouver, British Columbia 
	 	V7X 1L3 
	 	 
	 	Attention: Bob Wooder 
	 	Facsimile: (604) 631-3309 


or to such other address as any of the parties may designate by
giving notice to the others in accordance with this section 22.

Each notice shall be personally delivered to the addressee or
sent by fax to the addressee and:

	 	(i) 	
      a notice which is personally delivered shall, if
      delivered on a Business Day, be deemed to be given and received on that
      day and, in any other case, be deemed to be given and received on the
      first Business Day following the day on which it is delivered;
  and

	 	 	 
	 	(ii) 	
      a notice which is sent by fax shall be deemed to be given
      and received on the first Business Day following the day on which it is
      sent.




	23. 	
      Authority of Lead
Underwriters



The Lead Underwriters are hereby authorized by each of the
other Underwriters to act on its behalf and Pretivm and Silver Standard shall be
entitled to and shall act on any notice given in accordance with section 22 or
agreement entered into by or on behalf of the Underwriters by the Lead
Underwriters, each which represents and warrants that it has irrevocable
authority to bind the Underwriters, except in respect of any consent to a
settlement pursuant to section 14 and section 15, which indemnification and
contribution rights may be exercised by any of the Underwriters, a notice of
termination pursuant to section 13 which notice may be given by any of the
Underwriters, or any waiver pursuant to section 13(a), which waiver must be
signed by all of the Underwriters. The Lead Underwriters shall consult where
practical with the other Underwriters concerning any matter in respect of which
they act as representative of the Underwriters.

	24. 	
      No Fiduciary Relationship



Each of Pretivm and Silver Standard hereby acknowledges that
the Underwriters are acting solely as underwriters in connection with the
purchase and sale of the Units contemplated hereby. Each of Pretivm and Silver
Standard further acknowledges that the Underwriters are acting pursuant to a
contractual relationship created solely by this Agreement entered into on an
arm’s length basis, and in no event do the parties intend that
the Underwriters act or be responsible as a fiduciary to Pretivm or Silver
Standard, their respective management, shareholders or creditors or any other
person in connection with any activity that the Underwriters may undertake or
have undertaken in furtherance of such purchase and sale of the Units, either
before or after the date hereof. The Underwriters hereby expressly disclaim any
fiduciary or similar obligations to Pretivm or Silver Standard, either in
connection with the transactions contemplated by this Agreement or any matters
leading up to such transactions, and each of Pretivm and Silver Standard hereby
confirms its understanding and agreement to that effect. Pretivm and the
Underwriters agree and Silver Standard and the Underwriters agree that they are
each responsible for making their own independent judgments with respect to any
such transactions and that any opinions or views expressed by the Underwriters
to Pretivm or Silver Standard, as the case may be, regarding such transactions,
including, but not limited to, any opinions or views with respect to the price
or market for the Units, Shares or Warrants, do not constitute advice or
recommendations to Pretivm or Silver Standard. Pretivm, Silver Standard and the
Underwriters agree that the Underwriters are acting as principal and not the
agent or fiduciary of Pretivm or Silver Standard and no Underwriter has assumed,
and no Underwriter will assume, any advisory responsibility in favour of Pretivm
or Silver Standard with respect to the transactions contemplated hereby or the
process leading thereto (irrespective of whether any Underwriter has advised or
is currently advising Pretivm or Silver Standard on other matters). Each of
Pretivm and Silver Standard hereby waives and releases, to the fullest extent
permitted by law, any claims that Pretivm or Silver Standard, as the case may
be, may have against the Underwriters with respect to any breach or alleged
breach of any fiduciary, advisory or similar duty to Pretivm or Silver Standard,
as applicable, in connection with the transactions contemplated by this
Agreement or any matters leading up to such transactions. 




- 56 -

	25. 	
      Enurement



This Agreement shall enure to the benefit of and be binding
upon the parties and their respective successors (including any successor by
reason of amalgamation of any party).

	26. 	
      Counterparts



This Agreement may be executed by the parties to this Agreement
in counterpart and may be executed and delivered by facsimile and all such
counterparts and facsimiles shall together constitute one and the same
agreement.

If the foregoing is in accordance with your understanding and
is agreed to by you, please signify your acceptance by executing the enclosed
copies of this letter where indicated below and returning the same to the Lead
Underwriters upon which this letter as so accepted shall constitute an Agreement
among us.

[signature page follows]




- 57 -

Yours very truly,


	CIBC WORLD MARKETS 	CITIGROUP GLOBAL 	UBS SECURITIES 
	INC. 	MARKETS CANADA INC. 	CANADA INC. 
	  	  	 
	  	  	 
	By: (signed) “Sam Lee” 	By: (signed) “David Spivak” 	By: (signed) “E.T.N. Larkin” 
	        Name: Sam
      Lee 	         Name: David
      Spivak 	Name: E.T.N. Larkin 
	        Title:
      Executive Director 	         Title:
      Managing Director 	Title: Managing Director 
	  	  	 
	  	  	 
	  	  	 
	  	  	By: (signed) “Rob Magwood” 
	  	  	Name: Rob Magwood 
	  	  	Title: Executive Director 
	  	  	 
	  	  	 
	BMO NESBITT BURNS INC. 	  	 
	  	  	 
	  	  	 
	By: (signed) “Manprit S. Dhillon” 	  	 
	         Name: Manprit S. Dhillon
    	  	 
	         Title: Vice President 	  	 
	  	  	 
	  	  	 
	  	  	 
	DAHLMAN ROSE & 	GMP SECURITIES L.P. 	 
	COMPANY, LLC 	  	 
	  	  	 
	  	  	 
	By: (signed) “Robert Brinberg” 	By: (signed) “Kevin Reid” 	 
	         Name: Robert Brinberg 	         Name: Kevin
      Reid 	 
	         Title: Chief Operating
      Officer 	         Title:
      Managing Director 	 
	  	  	 
	  	  	 
	CREDIT SUISSE 	  	 
	SECURITIES (CANADA), 	  	 
	INC. 	  	 
	  	  	 
	  	  	 
	By: (signed) “Steven A. Latimer” 	  	 
	         Name: Steven A. Latimer
    	  	 
	         Title: Director 	  	 







- 58 -

SALMAN PARTNERS INC.

	By: (signed)“Terrance K. Salman” 
	         Name: Terrance K. Salman 
	         Title: President and Chief 
	                    Executive Officer 







- 59 -

The foregoing offer is accepted and agreed to as of the date
first above written.

PRETIUM RESOURCES INC.


	By: 	(signed) “Robert A. Quartermain” 	By: 	(signed) “Peter de Visser” 
	  	Name: Robert A. Quartermain 	  	Name: Peter de Visser 
	  	Title: President and Chief Executive 	  	Title: Chief Financial Officer 
	  	          Officer 	  	 
	  	 	  	 
	  	 	  	 
	SILVER STANDARD RESOURCES INC. 	  	 
	  	 	  	 
	  	 	  	 
	  	 	  	 
	By: 	(signed) “W. John DeCooman, Jr.” 	  	 
	  	Name: W. John DeCooman, Jr. 	  	 
	  	Title: Vice President, Business Development 	 	 







SCHEDULE A

U.S. Selling Restrictions

     As used in this Schedule A, the
following terms have the following meanings:

     “Accredited Investor”
means those “accredited investors” specified in Rule 501(a)(1), (2), (3), (4),
(5), (6) and (7) of Regulation D;

     “Directed Selling Efforts”
means directed selling efforts as that term is defined in Regulation S. Without
limiting the foregoing, but for greater clarity in this Schedule, it means,
subject to the exclusions from the definition of directed selling efforts
contained in Regulation S, any activity undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in
the United States for the Securities, and includes the placement of any
advertisement in a publication with a general circulation in the United States
that refers to the offering of the Securities;

     “Foreign Issuer” means a
foreign issuer as that term is defined in Regulation S. Without limiting the
foregoing, but for greater clarity in this Schedule, it means any issuer that is
a corporation or other organization incorporated under the laws of any country
other than the United States, except an issuer meeting the following conditions:
(a) more than 50 percent of the outstanding voting securities of such issuer are
directly or indirectly owned of record by residents of the United States; and
(b) any of the following: (i) the majority of the executive officers or
directors are United States citizens or residents, (ii) more than 50 percent of
the assets of the issuer are located in the United States, or (iii) the business
of the issuer is administered principally in the United States;

     “General Solicitation” and
“General Advertising” means “general solicitation” and “general
advertising”, respectively, as used in Rule 502(c) of Regulation D, including,
without limitation, advertisements, articles, notices or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, or any seminar or meeting whose attendees had been invited
by general solicitation or general advertising;

     “Institutional Accredited
Investor” means those institutional “accredited investors” specified in Rule
501(a)(1), (2), (3) and (7) of Regulation D;

     “Institutional Accredited
Investor U.S. Placement Agent” means the U.S. broker-dealer affiliate of an
Underwriter, or an Underwriter in accordance with applicable United States
broker-dealer requirements, that makes offers of Securities in the United
States; 

     “Non-Institutional Accredited
Investor” means those non-institutional “accredited investors” specified in
Rule 501(a)(4), (5) and (6) of Regulation D;




- 2 -

     “Non-Institutional Accredited
Investor U.S. Placement Agent” means an Institutional Accredited Investor
U.S. Placement Agent or Global Resource Investments Ltd.; 

     “Regulation D” means
Regulation D adopted by the SEC under the U.S. Securities Act;

     “Regulation S” means
Regulation S adopted by the SEC under the U.S. Securities Act;

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

     “Securities” means the
Units, the Warrants and common shares of Pretium Resources Inc.;

     “Selling Dealer Group”
means dealers or brokers other than the Underwriters and their U.S. affiliates
who participate in the offer and sale of Securities pursuant to the Underwriting
Agreement;

     “Substantial U.S. Market
Interest” means “substantial U.S. market interest” as that term is defined
in Regulation S;

     “United States” means the
United States of America, its territories and possessions, any state of the
United States, and the District of Columbia;

     “U.S. Exchange Act” means
the United States Securities Exchange Act of 1934, as amended;

     “U.S. person” means a
“U.S. person” as that term is defined in Regulation S; and

     “U.S. Securities Act”
means the United States Securities Act of 1933, as amended.

     1. Each Underwriter acknowledges
that the Securities have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons, except in
accordance with Regulation S or pursuant to an exemption from the registration
requirements of the U.S. Securities Act. Each Underwriter agrees that it, its
U.S. affiliates and each member of the Selling Dealer Group will offer and sell
the Securities only in accordance with Rule 903 of Regulation S or in accordance
with the restrictions set forth in paragraphs 2 and 3 of this Schedule A.
Accordingly, the Underwriters, their U.S. affiliates and any Selling Dealer
Group member have not engaged and will not engage in any Directed Selling
Efforts with respect to the Securities, and have complied and will comply with
the offering restriction requirements of Regulation S.




- 3 -

     Each Underwriter acknowledges
that it has not entered and will not enter into any contractual arrangement with
respect to the distribution of the Securities, except (a) with its affiliates,
(b) with members of the Selling Dealer Group in accordance with this paragraph 1
or (c) otherwise with the prior written consent of Pretivm.

     2. Each Underwriter severally and
not jointly represents, warrants and covenants to Pretivm that, in connection
with all sales of the Securities in the United States or to, or for the account
of, a U.S. person:

          (a) all
offers to Institutional Accredited Investors of the Securities in the United
States will be effected by an Institutional Accredited Investor U.S. Placement
Agent;

          (b) all
offers to Non-Institutional Accredited Investors of the Securities in the United
States will be effected only by the Non-Institutional Accredited Investor U.S.
Placement Agent;

          (c) all
offers of the Securities in the United States were made to Accredited
Investors;

          (d) it
has not used and will not use any written material other than the Prospectus
together with a U.S. covering memorandum and other notice of the offering of the
Securities in the United States (all such documents, the “Offering
Documents”), and each offeree of the Securities in the United States has
been sent a copy of the Offering Documents;

          (e)
immediately prior to transmitting the Offering Documents, it had reasonable
grounds to believe and did believe that each offeree was an Accredited Investor,
and, on the date hereof, it continues to believe that each purchaser of
Securities in the United States (each, a “U.S. Purchaser”), is an
Accredited Investor; and

          (f)
neither it nor its representatives have used, and none of such persons will use,
any form of General Solicitation or General Advertising in connection with the
offer or sale of the Securities in the United States or to U.S. persons.

     3. The Underwriters severally and not
jointly agree that prior to any sale of Securities in the United States, they
shall provide each U.S. Purchaser with a purchaser’s letter in the form set
forth as Exhibit I to the U.S. Placement Memorandum for Institutions or the U.S.
Placement Memorandum for Non-Institutions, as applicable.




Exhibit I

SELLER’S CERTIFICATE FOR REMOVAL OF LEGEND


	TO: 	COMPUTERSHARE INVESTOR SERVICES INC., as
      registrar and transfer 
	  	agent for Pretium Resources Inc. 
	  	 
	AND TO: 	PRETIUM RESOURCES INC.




The undersigned certifies that:

	1. 	
      check the appropriate box:

	 	 
		
      [ ] the undersigned is not (i) a distributor (as that
      term is defined in Rule 902 of Regulation S under the U.S. Securities Act
      of 1933, as amended (the “Securities Act”), (ii) an affiliate (as
      that term is defined in Rule 144(a)(1) under the Securities Act) of
      Pretivm, (iii) an affiliate of a distributor, or (iv) acting on behalf of
      any of the foregoing, or

	 	
       

		
      [ ] (A) the undersigned is an affiliate (as that term is
      defined in Rule 144(a)(1) under the Securities Act) of Pretivm solely by
      virtue of being an officer or director of Pretivm, and no selling
      concession, fee or other remuneration was paid in connection with the
      offer or sale of the securities of the Pretium to which this certificate
      relates (the “Securities”) other than a usual and customary
      broker’s commission that would be received by a person executing such
      transaction as agent and (B) the undersigned is neither (i) a distributor,
      (ii) an affiliate of a distributor, nor (iii) acting on behalf of any of
      the foregoing,

	 	 
	2. 	
      the sale of such Securities was not made to a person in
      the United States and either (A) at the time the buy order was originated,
      the buyer was outside the United States, or the undersigned and any person
      acting on its behalf reasonably believed that the buyer was outside the
      United States, or (B) the transaction was executed in, on or through the
      facilities of the Toronto Stock Exchange or any other designated offshore
      securities market, and neither the undersigned nor any person acting on
      its behalf knows that the transaction has been pre-arranged with a buyer
      in the United States,

	 	 
	3. 	
      neither the undersigned nor any affiliate of the
      undersigned nor any person acting on any of their behalf has engaged or
      will engage in any directed selling efforts (as that term is defined in
      Regulation S under the Securities Act) in the United States in connection
      with the sale of the Securities,

	 	 
	4. 	
      the sale is not a transaction, or part of a series of
      transactions that, although in technical compliance with Regulation S, is
      part of a plan or scheme to evade the registration provisions of the
      Securities Act,

	 	 
	5. 	
      the sale is bona fide and not for the purpose of “washing
      off” the resale restrictions imposed because the Securities are
      “restricted securities” (as such term is defined in Rule 144(a)(3) under
      the Securities Act),







- 2 -

	6. 	
      the undersigned does not intend to replace the Securities
      sold in reliance on Rule 904 of Regulation S with fungible unrestricted
      shares, and

	 	 
	7. 	
      one or more of the following is true: (i) the sale of the
      Securities were made after the date that was 40 days after the closing of
      the private placement pursuant to which the Securities were initially
      issued; (ii) the undersigned is not a dealer, as defined in Section
      2(a)(12) of the U.S. Securities Exchange Act of 1934, as amended, or a
      person receiving a selling concession, fee or other remuneration in
      respect of the Securities; or (iii) the undersigned has complied with the
      requirements of Rule 904(b)(1) of Regulation S under the U.S. Securities
      Act.



Except as set forth herein, terms used herein have the meanings
given to them by Regulation S under the Securities Act.

The undersigned understands that this Certificate will be
relied upon in determining that (i) the sale is exempt from the registration
requirements of the Securities Act and (ii) upon the sale, the United States
restrictive legend on each of the certificates evidencing that portion of the
Securities sold in such sale may be removed.

	 Dated: _________________________________	 	 	
	 	 	Name of Seller 
	 	 	 	  
	 	 	By: 	
	 	 	 	Name: 
	 	 	 	Title: