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UNDERWRITING AGREEMENT

December 9, 2010

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., Credit Suisse Securities (Canada), Inc.,
Dahlman Rose & Company, LLC (Dahlman), GMP Securities L.P. and
Salman Partners Inc. (collectively, the Underwriters and each
individually an Underwriter) understand that Pretium Resources Inc.
(the Company) proposes to issue and sell 33,503,400 common shares of
the Company (the Purchased Shares) and up to 10,666,600 common shares
of the Company (the Offered Shares), which Purchased Shares and Offered
Shares shall have the material attributes described in and contemplated by the
Final Prospectus (as defined below) dated December 9, 2010 and executed
concurrently with the execution of this Agreement.

Upon and subject to the terms and conditions set forth herein,
the Underwriters hereby severally, and not jointly, offer to purchase from the
Company in the respective percentages set forth in section 18 hereof, and the
Company agrees to sell to the Underwriters, all but not less than all of the
Purchased Shares on an underwritten basis at a price of $6.00 per Purchased
Share (the Purchase Price) for gross proceeds of $201,020,400, provided
that the Underwriters may distribute the Purchased Shares: (i) in each of the
provinces and territories of Canada, other than Québec, pursuant to the Final
Prospectus; (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 provided by Section
4(2) of the 1933 Act (as defined below) 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 the Company and the
Underwriters (together, the Offering). The number of Purchased Shares
to be purchased by the Underwriters hereunder shall be reduced as a result of
any sales of Purchased Shares to Substituted Purchasers.

Upon and subject to the terms and conditions set forth herein,
the Company hereby appoints the Underwriters to act as the sole and exclusive
agents of the Company to solicit, on a best efforts basis, offers to purchase
the Offered Shares at the Purchase Price and the Underwriters herebyagree to act as such agents. It is understood and agreed that the
Underwriters are under no obligation to purchase any of the Offered Shares, although any
of them may subscribe for and purchase Offered Shares if they so desire.

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- 2 -

By acceptance of this Agreement, the Company grants to the
Underwriters an unassignable right to purchase, severally and not jointly, up to
6,625,500 additional common shares (the Additional Shares) on the same
basis as the purchase of the Purchased Shares to cover over-allotments made in
connection with the Offering of the Purchased Shares, if any, and the Company
covenants and agrees 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 the Company in writing, which
notice shall specify the number of Additional Shares to be purchased by the
Underwriters and the date on which such Additional Shares 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. Such date
shall not be earlier than three Business Days (as defined below) nor later than
five Business Days after the date of such notice. If any Additional Shares are
purchased, each Underwriter agrees, severally and not jointly, to purchase that
number of Additional Shares (subject to such adjustments to eliminate fractional
shares as the Lead Underwriters may determine) equal to the total number of
Additional Shares to be purchased multiplied by the percentage set out in
section 18 of this Agreement opposite the name of such Underwriter.

The Purchased Shares and the Additional Shares are hereinafter
collectively referred to as the Shares.

DEFINITIONS

In this Agreement:

0890693 means 0890693 B.C.
Ltd.;

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;

777666 means 0777666 B.C.
Ltd.;

Acquisition means the
acquisition by the Company from the Vendor of the Purchased Assets pursuant to
the Acquisition Agreement;

Acquisition Agreement means
the share purchase and sale agreement between the Company and the Vendor made as
of October 28, 2010, as amended by the amending agreement between the Company
and the Vendor made as of November 4, 2010;

Additional Shares has the
meaning given to it above;

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

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Agency Fee has the meaning
given to it in section 10;

Agreement means the agreement
resulting from the acceptance by the Company of the offer made by the
Underwriters herein;

Amended Preliminary Prospectus
means the amended and restated preliminary long form prospectus dated November
4, 2010 prepared by the Company relating to the distribution of the Shares;

Amended Preliminary U.S. Placement
Memorandum for Institutions means the amended and restated preliminary U.S.
private placement memorandum of the Company dated November 4, 2010 for the
placement of the Shares in the United States to institutional accredited
investors in accordance with Regulation D;

Amended Preliminary U.S. Placement
Memorandum for Non-Institutions means the amended and restated preliminary
U.S. private placement memorandum of the Company dated November 4, 2010 for the
placement of the Shares in the United States to non-institutional accredited
investors, and a subset of institutional accredited investors, in accordance
with Regulation D;

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 Acquisition Agreement;

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 by the Company of the Purchased Shares and the Offered
Shares pursuant to this Agreement;

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Closing Date means
December 21, 2010 or such other date as the Company and the Underwriters may
agree upon in writing or as may be changed pursuant to section 7 but in any
event such other date shall not be later than January 6, 2011;

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

Company has the meaning given
to it above;

Conversion means the
conversion at the closing of the Acquisition, of the series A preferred share of
the Company issued to Robert A. Quartermain into that number of common shares of
the Company that is equal to 2.5% of the issued and outstanding common shares of
the Company, on a fully-diluted basis, immediately after such closing and such
conversion and after any exercise of the Over-Allotment Option and any
conversion of the Convertible Note, but before the issuance of any options to
acquire any equity securities of the Company;

Convertible Note has the
meaning ascribed to such term in the Acquisition Agreement;

Directors means the directors
of the Company, elected or appointed from time to time;

Final Prospectus means
the final long form prospectus dated December 9, 2010 prepared by the Company
and relating to the distribution of the Shares and the Offered Shares;

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 Information means:
(a) the audited carve-out financial statements for the Snowfield Project and the
Brucejack Project as at December 31, 2009 and 2008, together with the notes
thereto and the report of PWC thereon, as contained in the Prospectus (the
Carve-out Financial Statements); (b) unaudited carve-out financial
statements for the Snowfield Project and the Brucejack Project as at September
30, 2010, together with the notes thereto, as contained in the Prospectus (the
Interim Financial Statements); (c) the audited financial statements of
the Company for the period from October 22, 2010 to October 26, 2010, together
with the notes thereto and the report of PWC thereon, as contained in the
Prospectus (the Company Balance Sheet); and (d) the pro forma financial
statements of the Company, together with the notes thereto as contained in the
Prospectus (the Company Pro Forma Financial Information);

GAAP means Canadian generally
accepted accounting principles;

Indemnified Party has
the meaning given to it in section 14(a);

Indemnifier has the
meaning given to it in section 14(a) ;

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Investor Rights Agreement
means the investor rights agreement to be entered into by the Company and the
Vendor on the Closing Date, in the form attached as Schedule 7.2(j) to the
Acquisition Agreement;

Lead Underwriters has
the meaning given to it above;

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 Snowfield/Brucejack
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 Snowfield/Brucejack 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 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 11-102Passport Systemadopted 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;

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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;

notice has the meaning given
to it in section 22;

Offered Shares has the
meaning given to it above;

Option Closing means
completion of the issue and sale by the Company of the Additional Shares
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 the
Company or on such other date as the Underwriters and the Company 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 the Company and the
Underwriters;

Over-Allotment Option means
the option granted by the Company to the Underwriters to purchase up to
6,625,500 Additional Shares, exercisable for a period of 30 days following the
Closing Date;

Permitted Encumbrances has the
meaning ascribed to such term in the Acquisition Agreement;

Pre-Closing Reorganization has
the meaning ascribed to such term in the Acquisition Agreement;

Preliminary Prospectus
means the preliminary long form prospectus dated October 28, 2010 prepared by
the Company relating to the distribution of the Shares;

Preliminary U.S.
Placement Memorandum for Institutions means the preliminary U.S.
private placement memorandum of the Company dated October 28, 2010 for the
placement of the Purchased Shares in the United States to institutional
accredited investors in accordance with Regulation D;

Preliminary U.S.
Placement Memorandum for Non-Institutions means the preliminary
U.S. private placement memorandum of the Company dated October 28, 2010 for the
placement of the Purchased Shares in the United States to non-institutional
accredited investors, and a subset of institutional accredited investors, in
accordance with Regulation D;

Prospectus means,
collectively, the Preliminary Prospectus, the Amended Preliminary Prospectus and
the Final Prospectus;

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- 7 -

Prospectus Amendment
means any amendment to the Preliminary Prospectus or the Final Prospectus;

Purchase and Sale Agreement
means the agreement to be entered into between 777666 and 0890693 pursuant to
which 777666 will sell to 0890693 and 0890693 will purchase all of 777666s
right, title and interest in and to the Snowfield/Brucejack Assets and 0890693
will assume certain liabilities;

Purchase Price has the
meaning given to it above;

Purchased Assets means the
shares of 0890693, which, immediately following the completion of the
transactions contemplated by the Purchase and Sale Agreement, will own the
Snowfield Project and the Brucejack Project, together with the
Snowfield/Brucejack Assets, all to be acquired by the Company from the Vendor
pursuant to the Acquisition upon Closing;

Purchased Shares has the
meaning given to it above;

PWC means
PricewaterhouseCoopers LLP, Chartered Accountants, as auditor of the Company;

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 Shares 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 Acquisition Agreement;            
| |     |                                       
| | (c) | the Transition Services Agreement; and
| |     |                                       
| | (d) | the Investor Rights Agreement;        

Relevant Security means common
shares of the Company, any other equity security of the Company or any of its
subsidiaries and any security convertible into or exercisable or exchangeable
for, any Shares, any Offered Shares or any other equity security of the Company;

Representation Letter means
any representation letter delivered by a purchaser of Offered Shares to the
Company and the Underwriters;

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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;

Snowfield Project has the
meaning ascribed to such term in the Acquisition Agreement;

Snowfield/Brucejack Assets has
the meaning ascribed to such term in the Acquisition Agreement;

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.;

Transition Services
Agreement means the transition services agreement to be entered into by
the Company and the Vendor on the Closing Date, in the form attached as Schedule
7.2(i) to the Acquisition Agreement;

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;

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 Shares in the United States;

U.S. Placement
Memorandum for Institutions means the private placement memorandum of
the Company dated December 9, 2010 for the placement of the Purchased Shares 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 the Company dated December 9, 2010 for the placement of the Purchased Shares
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 Shares 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; and

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Vendor means Silver Standard
Resources Inc.

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

All references to dollars or $ are to Canadian dollars unless
otherwise expressed.

TERMS AND CONDITIONS

|1. | Compliance With Securities Laws
|-- | -------------------------------

The Company represents and warrants to, and covenants and
agrees with, the Underwriters that the Company has prepared and filed the
Preliminary Prospectus and the Amended Preliminary Prospectus and has obtained
pursuant to MI 11-102 and NP 11-202 receipts 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 and the Amended Preliminary Prospectus, respectively. The
Company will promptly and, in any event no later than the Business Day after the
execution and delivery of this Agreement, prepare and file a Final Prospectus
and, prior to 11:00 a.m. (Vancouver time) on such Business Day, will obtain the
Final Receipt. The Company 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 the Company to enable the Shares
and the Offered Shares 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 and the
Amended Preliminary Prospectus, the Company has, and prior to the filing of the
Final Prospectus the Company shall, permit the Underwriters to review each of
the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final
Prospectus and 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 Amended Preliminary Prospectus and the Final
Prospectus 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 Shares and the Offered Shares, the Company
shall allow each of the Underwriters to conduct any due diligence investigations
which any of them reasonably requires.

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|3. | Distribution and Certain Obligations of the
      Underwriters
|-- | --------------------------------------------------------------
|   |                                                               
|   | (a)                                                           
|   |                                                               
|   | (b)                                                           
|   |                                                               
|   | (c)                                                           
|   |                                                               
|   | (d)                                                           
|   |                                                               
|   | (e)                                                           

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| | (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,
the Company shall deliver to each of the Underwriters:

| | (i)   | a copy of each of the Preliminary Prospectus, the Amended
      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 the Company under the Canadian Securities
    Laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii) | a copy of the Preliminary U.S. Placement Memorandum for
      Institutions, the Preliminary U.S. Placement Memorandum for
      Non-Institutions, the Amended Preliminary U.S. Placement Memorandum for
      Institutions, the Amended Preliminary U.S. Placement Memorandum for
      Non-Institutions, 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 and the Company
      in form and substance satisfactory to the Underwriters, with respect to
      certain financial and accounting information relating to the Company 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 the Company is required by Canadian
Securities Laws to prepare and file a Prospectus Amendment, the Company 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, the
Company 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 Shares from the Underwriters and to each actual or prospective
purchaser of Offered Shares from the Company.

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- 12 -

In addition to the matters set forth above in this section 4
and in section 9, the Company 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
| | --- | -----------------

The Company 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 the Company 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 Shares and the Offered Shares in the Qualifying Provinces; and (ii) the
Purchased Shares in the Qualifying States, in compliance with the provisions of
this Agreement, Canadian Securities Laws and U.S. Securities Laws. The Company
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.

| | (d) | Press Releases
| | --- | --------------

During the period commencing on the date hereof and until
completion of the distribution of the Shares, each of the Company and the Vendor
will (i) promptly provide the Underwriters with drafts of any press releases of
the Company or the Vendor, as the case may be, for review by the Underwriters
and their counsel prior to issuance (provided that, in the case of the Vendor,
such obligation shall only apply to press releases relating to the Snowfield
Project, the Brucejack Project or the Snowfield/Brucejack Assets), and (ii) if
requested by the Lead Underwriters, include a reference to the Underwriters and
their role in the Offering in any press releases of the Company with respect to
the Offering.

|5. | Representations and Warranties
|-- | ------------------------------
|   |                               
|   | (a)                           

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

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- 13 -

| |     | (i)                                               | 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 Amended Preliminary Prospectus, Final Prospectus or any
      Prospectus Amendment) contained in the Preliminary Prospectus, the Amended
      Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment
      are true and correct and contain no misrepresentation and constitute full,
      true and plain disclosure of all material facts relating to the Company,
      its business, the Snowfield Project, the Brucejack Project, the
      Snowfield/Brucejack Assets, the Shares and the Offered Shares;
| | --- | ------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (ii)                                              | 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                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (iii)                                             | such documents comply with the requirements of Canadian
      Securities Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | Representations and Warranties of the
    Company
| |     |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (i)                                               | The Company represents, warrants and covenants to and
      with the Underwriters as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                   | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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- 14 -

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

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- 15 -

| | 1) | is in accordance with the books, records and accounts of
      the Company;                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                             
| | 2) | is complete and correct in all material respects and
      presents fairly the assets, liabilities and financial position of the
      Company as at the date indicated; and
| |    |                                                                                                                                                                             
| | 3) | has been prepared in accordance with GAAP consistently
      applied.                                                                                                       

| | (II)  | Company Pro Forma Financial Information. The
      Company Pro Forma Financial Information is complete in all material
      respects, has been properly compiled to give effect to the proposed
      transactions and assumptions described in the notes thereto, and has been
      prepared in accordance with Canadian Securities Laws and GAAP. The
      assumptions described in the notes thereto are reasonable, and the Company
      is not aware of any fact or circumstance presently existing which would
      render such compilation or assumptions materially incorrect.                                                                                                                                                                                                                                                
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (III) | Liabilities. Neither the Company nor, to the
      Companys knowledge, 0890693 has, or will have, following the Pre- Closing
      Reorganization, any material liabilities, obligations, indebtedness or
      commitments, whether accrued, absolute, contingent or otherwise required
      to be disclosed under GAAP, which are not disclosed or referred to in the
      Financial Information.                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (IV)  | Significant Acquisitions and Significant
      Dispositions. Other than as disclosed in the Prospectus, no
      acquisitions or dispositions have been made by the Company in the three
      most recently completed fiscal years that are significant acquisitions
      or significant dispositions and the Company is not 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 the Company completing the
      acquisition is high and that, if completed by the Company 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.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (V)   | Auditors. PWC are independent with respect to the
      Company as required by Canadian Securities
Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

- 16 -

| | (E) | Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (I)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (II)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (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 Offered Shares.                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (G) | Exchange Approval. TSX has conditionally approved
      the listing of the Shares and the Offered Shares and, subject only to the
      Company fulfilling the customary post-closing conditions of TSX by March
      7, 2011, the whole as set forth in the letter (the Exchange
      Letter) from TSX to the Company dated December 7, 2010, the Shares
      and the Offered Shares will be listed and posted for trading on
  TSX.                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (H) | 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 the Company of the Related Agreements to which
      it is or will be a party, the sale of the Shares, the sale of the Offered
      Shares and the consummation by the Company of the transactions
      contemplated therein.

---

- 17 -

| | (I) | No Material Change in Company. Except as disclosed
      in the Prospectus, subsequent to the date of the Company Balance Sheet,
      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 the Company and no event has occurred or
      circumstance exists which could reasonably be expected to result in such a
      material change.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (J) | Capitalization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (I)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (II)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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- 18 -

| | (K) | Issuance of Shares by the Company.All the
      Purchased Shares and the Offered Shares to be issued by the Company
      hereunder have been duly authorized for issuance and will at the Closing
      Time be duly and validly created and issued and will be fully paid and
      non- assessable, will 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 the Company any common
      shares of the Company or other security of the Company or any security
      convertible into, or exercisable for, common shares of the Company or any
      other such security and will conform to the description thereof contained
      in the Prospectus. If applicable, all the Additional Shares to be issued
      by the Company to the Underwriters hereunder will have been duly
      authorized for issuance and will at the Option Closing Time be duly and
      validly created and issued and will be fully paid and non- assessable,
      will 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 the Company any common shares of the Company or
      other security of the Company or any security convertible into, or
      exercisable for, common shares of the Company or any other such security
      and will conform to the description thereof contained in the Prospectus.
      The form of the definitive certificate representing the Shares and the
      Offered Shares has been duly approved and adopted by the Company and
      complies with all legal requirements (including any applicable
      requirements of TSX) relating thereto.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (L) | Books and Records. The minute books and corporate
      records of the Company 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 the Company 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 the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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- 19 -

| | (M) | Voting Agreement. Other than the Investor Rights
      Agreement, the Company is not and will not be a party to any agreement,
      nor is the Company aware of any agreement which affects the voting control
      of any of the securities of the Company or 0890693.                                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (N) | Options. Except in connection with the
      Over-Allotment Option, the Acquisition Agreement, the Conversion, the
      grant of stock options on Closing as described in the Prospectus and the
      Pre-Closing Reorganization, 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 the Company.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (O) | Registration Rights. Except as set out in or 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 the
      Company.                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (P) | No Defaults. The execution and delivery of this
      Agreement and the other Related Agreements, the fulfilment of the terms
      hereof and thereof by the Company, and the issuance, sale and delivery of
      the Shares and the Offered Shares as contemplated by this Agreement do not
      and will not:                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (I)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (II)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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- 20 -

| | 2) | any indenture, agreement or other instrument to which the
      Company is a party or by which it is contractually bound;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 3) | any statute, rule, regulation or law applicable to the
      Company 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 the Company; 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 the Company 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 the Company 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 the Company 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,

which individually or in the aggregate
would (1) have or result in a Material Adverse Effect on the Company, (2)
materially impair the Company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.

| | (Q) | No Previous Business. Prior to the date hereof,
      except for the preparation and filing of the Preliminary Prospectus, the
      Amended Preliminary Prospectus and the Final Prospectus and the
      preparation and entering into of the Related Agreements to which it is a
      party and other matters ancillary thereto, the Company has not previously
      carried on any business, entered into any material contract or arrangement
      or incurred any material liability, contingent or
  otherwise.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 21 -

| | (R) | Marketable Title to Assets. As at the Closing
      Time,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (I)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (II)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (III)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (S) | Mining Claims. All interests in material mining
      claims, concessions, exploitation or extraction rights or similar rights
      (Mining Claims) that will be held by the Company or 0890693 as at
      the Closing Time will be 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 the Companys
      business as described therein and there are no material restrictions on
      the ability of the Company and 0890693 to use, transfer or otherwise
      exploit any such property rights. The Mining Claims to be acquired by the
      Company pursuant to the Acquisition Agreement cover the properties required by the Company
      for the purposes described in the Prospectus, other than as stated in
      section 5(b)(i)(R)(I) with respect to the proposed process plant and
      tailings storage facility sites, and no other property rights are
      necessary for the conduct of the Companys business as described in the
      Prospectus. No dispute between the Company and any local, native or
      indigenous group exists or to the knowledge of the Company is threatened
      or imminent with respect to the Snowfield Project, the Brucejack Project
      or the Companys exploration activities that could reasonably be expected
  to have a Material Adverse Effect.

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- 22 -

| | (T) | Mineral Resource Disclosure. The information
      relating to estimates by the Company 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. The Company believes that all of the
      assumptions underlying such resource estimates are reasonable and
      appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (U) | 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. The Company has filed with the Canadian
      Securities Regulators all technical reports required to be filed by it
      pursuant to NI 43-101.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (V) | 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 the Company (or, to the Companys
      knowledge, any other entity for whose acts or omissions the Company is or
      may be liable) upon any property now or previously owned, operated, used
      or leased by the Company, 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 the
      Company 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 the Companys knowledge, threatened
      administrative, regulatory or judicial action, claim or notice of
      noncompliance or violation, investigation or proceedings relating to any
      Environmental Law against the Company, except as could not, individually
      or in the aggregate, reasonably be expected to have a Material Adverse
      Effect. No property of the Company is subject to any Lien under any
      Environmental Law, other than Permitted Encumbrances. The Company is not
      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.

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- 23 -

| | (W) | Permits. The Company and 0890693 hold, or will
      hold at the Closing Time, 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 currently conducted, the lack of
      which would have a Material Adverse Effect on the Company and 0890693
      (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 or will be in full force and effect in all material respects at
      the Closing Time, and with no default thereunder.                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (X) | Compliance with other Laws. The Company 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (Y) | No Claims. There is no claim, action, suit,
      proceeding or investigation (whether or not purportedly on behalf of the
      Company) commenced or, to the knowledge of the Company, threatened
      against, or affecting the Company or any of its properties, or to which
      the Company is a party or to which any property of the Company (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 the
      Company pursuant to or in connection with, any of the Related Agreements
      or any other transaction or agreement contemplated in the
    Prospectus.

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- 24 -

| | (Z)  | No Cease Trade Orders. No order, ruling or
      determination having the effect of suspending the sale or ceasing the
      trading of the Shares, the Offered Shares or any other securities of the
      Company 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 the Company are
      contemplated or threatened by any such authority or under any Securities
      Laws.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (AA) | Reporting Issuer and Compliance with Canadian
      Securities Laws. Upon filing of the Prospectus and at the Closing
      Time, the Company will be a reporting issuer or the equivalent thereof in
      each Qualifying Jurisdiction where such concept exists and will not be in
      default of any requirement under the Canadian Securities Laws.                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (BB) | Insurance. The Company currently does not maintain
      any insurance. The Company reasonably believes that it will be able to
      obtain insurance covering such risks as the Company 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 at a cost that would not have a Material Adverse
  Effect.                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (CC) | Material Transactions. Except as disclosed in the
      Prospectus or any Prospectus Amendment, none of the directors, officers or
      employees of the Company, any known holder or proposed holder of more than
      10% of any class of shares of the Company, 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 the
      Company which, as the case may be, materially affected, is material to or
      will materially affect the Company.                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (DD) | Brokerage Fees. Other than the Underwriting Fee
      and the Agency Fee payable to the Underwriters pursuant to this Agreement
      and the finders fee payable to New Margin Ventures in
      connection with the offer and sale of the Offered Shares, there is no
      person acting or purporting to act at the request of the Company, who is
      entitled to any brokerage or finders fees by the Company in connection
      with the transactions contemplated by this Agreement.                                                                                                                          

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- 25 -

| | (EE) | 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 the Company in connection with the execution and delivery of this
      Agreement or the issuance by the Company or sale by the Company of the
      Shares or the Offered Shares. 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
      creation, issuance, sale and delivery to the Underwriters of the Shares or
      the authorization, execution, delivery and performance of this Agreement
      or the offer and sale of Purchased Shares by an Underwriter to U.S.
      residents or the offer and sale of Offered Shares by an
  Underwriter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (FF) | No Corrupt Practices. None of the Company or, to
      the knowledge of the Company, 0890693 or any director, officer, agent,
      employee, affiliate or other person acting on behalf of the Company or
      0890693 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 the
      Company and, to the knowledge of the Company, its affiliates 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.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (GG) | Forwardlooking Information. All statements in the
      Prospectus and any Prospectus Amendment which contain forward-looking
      information have been made by the Company in good faith and on a
      reasonable basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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- 26 -

| | (HH) | Terms of Related Agreements. At or before the
      Closing Time or the completion of the Acquisition, as the case may be, the
      Company 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (II) | U.S. Selling Restrictions. The Company represents,
      warrants and agrees that (i) none of the Company, its subsidiaries, any
      persons acting on its or their behalf, including the Vendor, has engaged
      or will engage in any directed selling effort (within the meaning of
      Regulation S) with respect to the Shares; (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 the Company, its
      subsidiaries, any person acting on its or their behalf, including the
      Vendor, has offered or will offer to sell any of the Shares 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 Shares of the
      Company (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 the
  Vendor
| | --- | ----------------------------------------------
| |     |                                               
| |     | (i)                                           
| |     |                                               
| |     |                                               
| |     |                                               
| |     |                                               
| |     |                                               
| |     |                                               

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- 27 -

| | (B) | Authority of the Vendor. All necessary action has
      been taken by the Vendor to authorize the execution and delivery by the
      Vendor of the Related Agreements to which the Vendor is currently a party
      and the performance by the Vendor of its obligations thereunder, and each
      of the Related Agreements to which the Vendor is currently a party has
      been duly executed and delivered and constitutes a valid and legally
      binding obligation of the Vendor enforceable against it in accordance with
      its terms. At the time of execution of all Related Agreements to be
      entered into by the Vendor, all necessary action will have been taken by
      the Vendor to authorize the execution and delivery by the Vendor of such
      Related Agreements and the performance by the Vendor of its obligations
      thereunder, and each such Related Agreement to which the Vendor will be a
      party will have been duly executed and delivered and will constitute a
      valid and legally binding obligation of the Vendor enforceable against it
      in accordance with its terms.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (C) | Financial Information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (I)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (II)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (D) | 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 the Vendor of the Related
      Agreements to which it is or will be a party and the consummation by the
  Vendor of the transactions contemplated therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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- 28 -

| | (E) | No Material Change in Vendor. Except as disclosed
      in the Prospectus, subsequent to the date of the Interim 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 the Vendor as it relates to the
      Snowfield Project, the Brucejack Project or the Snowfield/Brucejack Assets
      and no event has occurred or circumstance exists which could reasonably be
      expected to result in such a material change.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (F) | Capitalization of 0890693.0890693 is authorized
      to issue an unlimited number of common shares, of which one common share
      is issued and outstanding as at the date hereof. The Vendor beneficially
      owns, directly or indirectly, all of the issued and outstanding shares in
      the capital of 0890693 free and clear of any Lien, all of the outstanding
      equity interests in 0890693 have been duly authorized and validly issued,
      none of the outstanding equity interests of 0890693 was issued in
      violation of pre-emptive or similar rights of any security holder of
      0890693 and all of such equity interests are outstanding as fully paid and
      non-assessable shares. All of the issued and outstanding shares of 0890693
      are fully paid and non-assessable and have been issued in compliance with
      applicable laws. Upon completion of the Pre-Closing Reorganization, three
      common shares of 0890693 will be issued and outstanding. Upon completion
      of the Acquisition, the Company will beneficially own, directly or
      indirectly, all of the issued and outstanding shares in the capital of
      0890693. Other than in connection with the Acquisition Agreement, there
      exist no options, warrants, purchase rights, or other contracts or
      commitments that would require the Company to sell, transfer or otherwise
      dispose of any equity interests of 0890693 or for the issue or allotment
      of any unissued shares in the capital of 0890693 or any other security
      convertible into or exchangeable for any such shares.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (G) | Books and Records. The minute books and corporate
      records of 777666 and 0890693 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
      777666 and 0890693, respectively, 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 777666 and 0890693, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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- 29 -

| | (H) | Voting Agreement. The Vendor is not a party to any
      agreement, nor is the Vendor aware of any agreement which affects the
      voting control of any of the securities of 0890693.                                                                                                                                                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (I) | Options. Except as contemplated in the Acquisition
      Agreement, 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 securities of 0890693.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (J) | No Defaults. The execution and delivery of this
      Agreement and the other Related Agreements, the fulfilment of the terms
      hereof and thereof by the Vendor do not and will not:                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (I)                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (II)                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            

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- 30 -

which individually or in the aggregate
would (1) have or result in a Material Adverse Effect on the Vendor, (2)
materially impair the Vendors ability to perform the obligations contemplated
in this Agreement or (3) materially affect or impair the consummation of the
transactions contemplated in the Related Agreements.

| | (K) | Marketable Title to Assets. As at the date
      hereof,
| | --- | --------------------------------------------------------
| |     |                                                         
| |     | (I)                                                     
| |     |                                                         
| |     | (II)                                                    

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- 31 -

| |     | (III)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | none of the Vendor, 777666 or 0890693 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 the Vendor,
      777666 or 0890693, in each such case to the extent that such real or
      personal property is related to the Snowfield Project, the Brucejack
      Project or the Snowfield/Brucejack Assets.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (L) | Mining Claims. All interests in material mining
      claims, concessions, exploitation or extraction rights or similar rights
      (Mining Claims) that will be held by 0890693 immediately
      following the completion of the transactions contemplated by the Purchase
      and Sale Agreement, will then be 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 the 0890693s business as described therein, and there are no material
      restrictions on the ability of 0890693 to use, transfer or otherwise
      exploit any such property rights. The Mining Claims to be held by 0890693
      immediately following the completion of the transactions contemplated by
      the Purchase and Sale Agreement cover the properties required by the
      Company for the purposes described in the Prospectus and no other property
      rights are necessary for the conduct of the Companys business as
      described in the Prospectus other than as stated in section 5(c)(i)(K)(I)
      with respect to the proposed process plant and tailings storage facility
      sites. No dispute between the Vendor, 777666 or 0890693 and any local,
      native or indigenous group exists or is threatened or imminent with
      respect to the Snowfield Project, the Brucejack Project or the Companys
      exploration activities that could reasonably be expected to have a
      Material Adverse Effect.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (M) | Mineral Resource Disclosure. The information
      relating to estimates of the measured, indicated and inferred resources
      associated with the Snowfield Project and the Brucejack Project in the
      Prospectus has been prepared in all material respects by a qualified
      person in accordance with NI 43-101. The Vendor believes that all of the
      assumptions underlying such resource estimates are reasonable and
      appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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- 32 -

| | (N) | 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 Substances by, due to, on
      behalf of, or caused by the Vendor, 777666 or 0890693 (or, to the Vendors
      knowledge, any other entity for whose acts or omissions the Vendor is or
      may be liable) upon any property now or previously owned, operated, used
      or leased by 777666 or 0890693, or upon any other property adjacent to any
      property now or previously owned, operated, used or leased by 777666 or
      0890693, which would be a violation of or give rise to any liability under
      any 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 the Vendor 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 the Vendors knowledge, threatened administrative, regulatory or
      judicial action, claim or notice of noncompliance or violation,
      investigation or proceedings relating to any Environmental Law against the
      Vendor, 777666 or 0890693, except as could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect. No
      property of 777666 or 0890693 is subject to any Lien under any
      Environmental Law, other than Permitted Encumbrances. None of the Vendor,
      777666 or 0890693 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (O) | Permits. Immediately following the completion of
      the transactions contemplated by the Purchase and Sale Agreement, 0890693
      will 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 then conducted, the lack of which would have a Material
      Adverse Effect on the Company and 0890693 (taken together as a whole), and
      all such permits, by-laws, licences, waivers, exemptions, consents,
      certificates, registrations, authorizations, approvals, rights, rights of
      way and entitlements and the like will be in full force and effect in all
      material respects at the Closing Time, and with no default
    thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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- 33 -

| | (P) | Compliance with other Laws. Each of 777666 and
      0890693 has conducted and is conducting its activities or business in
      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, except
      for non-compliance that could not reasonably be expected to have a
      Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (Q) | No Claims. There is no claim, action, suit,
      proceeding or investigation (whether or not purportedly on behalf of the
      Vendor) commenced or, to the knowledge of the Vendor, threatened against,
      or affecting the Vendor, 777666 or 0890693 or any of their respective
      properties, or to which the Vendor is a party or to which any property of
      the Vendor, 777666 or 0890693 (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 the Vendor pursuant to or in connection with, any
      of the Related Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (R) | Insurance. In respect of the Snowfield Project,
      the Brucejack Project and the Snowfield/Brucejack Assets, the Vendor
      maintains insurance in such amounts and covering such risks as the Vendor
      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 the Vendor under any such policy or instrument
      as to which any insurance company is denying liability or defending under
      a reservation of rights clause.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (S) | No Corrupt Practices. None of the Vendor, 777666,
      0890693 or, to the knowledge of the Vendor, any director, officer, agent,
      employee, affiliate or other person acting on behalf of the Vendor, 777666
      or 0890693 is aware of or has taken any action, directly or indirectly, in
      connection with the Snowfield Project, the Brucejack Project or the
      Snowfield/Brucejack Assets 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 the
      Vendor, 777666 and 0890693 have conducted their businesses with respect to
      the Snowfield Project, the Brucejack Project and the Snowfield/Brucejack
      Assets 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, such continued compliance
  therewith.

---

- 34 -

| | (T) | Terms of Related Agreements. At or before the
      Closing Time or the completion of the Acquisition, as the case may be, the
      Vendor and 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Survival of Representations and
      Warranties
| | --- | ------------------------------------------------

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

|6. | Covenants
|-- | ---------
|   |          
|   | (a)      
|   |          
|   |          
|   |          
|   |          

---

- 35 -

| | (iii) | for the period ending 180 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; and the Company
      will obtain an undertaking in substantially the form of Schedule B hereto
      of each of Robert A. Quartermain, Peter de Visser and the Directors, not
      to engage in any of the aforementioned transactions on their own behalf,
      other than (i) the sale of Shares or Offered Shares as contemplated by
      this Agreement; (ii) in connection with the Conversion; (iii) pursuant to
      the Acquisition Agreement; or (iv) the issuance by the Company of stock
      options issued pursuant to the Companys stock option plan, or the
      issuance of common shares of the Company pursuant to the exercise of such
      options, as described and contemplated in the Final Prospectus or any
      Prospectus Amendment;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iv)  | it will apply the proceeds from the issue and sale of the
      Shares and the Offered Shares to complete the Acquisition pursuant to the
      terms and conditions of the Acquisition Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (v)   | concurrently with the completion of the Acquisition, it
      will enter into the Related Agreements it is not currently a party to and
      comply with all the terms, conditions and covenants contained therein;
      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (vi)  | if the Over-Allotment Option is exercised in full or in
      part by the Underwriters, the Company will irrevocably direct payment at
      the Option Closing Time by the Underwriters of the aggregate of the
      Purchase Price of the Additional Shares to the
Vendor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | (b) | The Vendor covenants and agrees with the
      Underwriters that:
| | --- | -----------------------------------------------------------------

---

- 36 -

| | (i)   | for the period ending 180 days after the Closing Date,
      without the prior written consent of the Lead Underwriters, such consent
      not to be unreasonably withheld, the Vendor (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;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ii)  | subject to the conditions set out in the Purchase and
      Sale Agreement with respect to the completion of the transactions set out
      therein, it will and will cause each of 777666 and 0890693 to complete the
      transactions contemplated by the Pre-Closing Reorganization;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iii) | subject to the conditions set out in the Acquisition
      Agreement with respect to the completion of the transactions set therein,
      it will complete the Acquisition pursuant to the terms of the Acquisition
      Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iv)  | concurrently with the completion of the Acquisition, it
      will enter into the Related Agreements it is not currently a party to and
      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 the Company 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 the Company 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).                                                                                                                                                                                                                                                                    

---

- 37 -

|8. | Completion of Distribution
|-- | --------------------------

The Underwriters shall after the Closing Time and, if
applicable, the Option Closing Time, give prompt written notice to the Company
when, in the opinion of the Underwriters, they have completed distribution of
the Purchased Shares, the Offered Shares or the Additional Shares, as the case
may be, 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)    

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 Shares and the Offered Shares, the Company 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 Snowfield/Brucejack
      Assets) of the Company or 0890693;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (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 Shares and the
      Offered Shares.

The Company 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 the
Company 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. The Company 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).

---

- 38 -

| | (b) | Change in Canadian Securities Laws
| | --- | ----------------------------------

If during the period of distribution of the Shares and the
Offered Shares 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, the Company 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.

|10. | Underwriting Fee and Agency Fee
|--- | -------------------------------

The Underwriters will be paid a fee of $0.345 per Share (the
Underwriting Fee) sold pursuant to this Agreement. Such Underwriting
Fee shall be due and payable, as to $2,180,717.12 by the Company and as to
$9,377,955.88 by the Vendor, at the Closing Time (as defined below) against
payment for the Purchased Shares and, if applicable, as to $0.345 per Additional
Share by the Vendor, at the Option Closing Time (as defined below), against
payment for the Additional Shares, as the case may be. The Underwriting Fee
shall be payable as provided for in section 11(a).

The Underwriters will also be paid a fee of $0.105 per Offered
Share (the Agency Fee) sold pursuant to this Agreement. Such
Agency Fee shall be due and payable, as to $211,303.49 by the Company and as to
$908,689.51 by the Vendor, at the Closing Time (as defined below). The Agency
Fee shall be payable as provided for in section 11(b).

|11. | Delivery of Purchase Price, Underwriting
      Fee, Agency Fee and Certificates
|--- | -------------------------------------------------------------------------------

The purchase and sale of the Purchased Shares, the Offered
Shares and, if applicable, the Additional Shares 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 and the Company may agree
upon.

At the Closing Time or the Option Closing Time, as the case may
be, the Company shall duly and validly deliver to:

| | (a) | the Underwriters, one or more definitive global share
      certificates representing the Purchased Shares or the Additional Shares,
      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
      the Company in writing not less than 24 hours prior to the Closing Time or
      the Option Closing Time, as the case may be, and one or more individual
      share certificates for certain Substituted Purchasers, against payment by
      the Underwriters, as directed by the Company, of the Purchase Price for
      the Purchased Shares or the Additional Shares, 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; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 39 -

| | (b) | to the subscribers of the Offered Shares, share
      certificates representing the Offered Shares, registered as specified in
      each Representation Letter, against payment of the Purchase Price for the
      Offered Shares, by release of the funds received from such subscribers to
      the Company, in each case together with a receipt signed by the Lead
      Underwriters for receipt of the Agency Fee.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 the Company or its counsel representing the
Purchase Price for the Purchased Shares or the Additional Shares, 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, the Company agrees that such transfer of funds to
the Company 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, the Company 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 the Company 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 Shares
at the Closing Time and the obligation of those subscribers who are party to the
Representation Letters to purchase the Offered Shares at the Closing Time shall
be subject to the accuracy of the representations and warranties of each of the
Company and the Vendor contained in this Agreement as of the date of this
Agreement and as of the Closing Date, the performance by each of the Company and
the Vendor of their respective obligations under this Agreement and the
following conditions:

| | (a) | Delivery of Opinions
| | --- | --------------------
| |     |                     
| |     | (i)                 

---

- 40 -

| | (A) | as to the valid existence of each of the Company and
      0890693 under the laws of their respective jurisdiction of organization or
      incorporation, as applicable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (B) | as to the authorized and issued capital of each of the
      Company and 0890693;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (C) | that the Company is the registered owner of all of the
      issued and outstanding common shares or other securities of
  0890693;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (D) | that each of the Company and 0890693 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (II)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (III)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (IV)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (V)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (E) | that all necessary action has been taken by the Company
      to authorize, as applicable: (I) the execution and delivery of this
      Agreement and the performance of its obligations hereunder, (lI) the
      execution and delivery of each of the Preliminary Prospectus, the Amended
      Preliminary Prospectus and the Final Prospectus and, if applicable, any
      Prospectus Amendments, (III) the filing of each of the Preliminary
      Prospectus, the Amended Preliminary Prospectus and the Final Prospectus
      and, if applicable, any Prospectus Amendments under the Canadian
      Securities Laws in each of the Qualifying Provinces, and (IV) the
      execution and delivery of each of the Related Agreements to which it is a
      party and the performance of its obligations
thereunder;

---

- 41 -

| | (F) | that the Shares and the Offered Shares have been duly
      authorized and, when issued and delivered, will be validly issued by the
      Company and outstanding as fully paid and non-assessable shares;                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (G) | that the description of the attributes of the Shares, the
      Offered Shares and the preferred shares 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;                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (H) | that the Company is a reporting issuer or the
      equivalent thereof in each Qualifying Province where such concept
      exists;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (I) | that the execution and delivery of this Agreement by the
      Company, the fulfilment of the terms of this Agreement, the issue and sale
      of the Shares and the Offered Shares and, the consummation of the
      transactions contemplated by this Agreement, do not and will not result in
      a breach (whether after notice or lapse of time or both) of any statute,
      by law or regulation, or of the terms, conditions or provisions of the
      constating documents of such parties or any resolutions of directors or
      shareholders of the Company or the Related Agreements to which the Company
      is bound;           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (J) | that this Agreement has been duly authorized and executed
      by the Company and constitutes a legal, valid and binding obligation of
      the Company and is enforceable against the Company in accordance with its
      terms, subject to reasonable opinion qualifications;                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (K) | 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 the Company or any
      resolutions of directors or shareholders of the Company or any other
      Related Agreement;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (L) | that each of the Related Agreements to which the Company
      is a party has been duly authorized and executed by the Company and
      constitutes a legal, valid and binding obligation of the Company and is
      enforceable against the Company in accordance with its terms, subject to
      customary enforceability qualifications;                                                                                                                                                                                                                                                                                                          

---

- 42 -

| | (M) | that the form and terms of the certificates representing
      the Shares and the Offered Shares meet all legal requirements under the
      rules of TSX (if any) and have been duly approved by the
Company;                                                                                                                                                                                                                                                                                                                                                     
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (N) | 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
      Offered Shares of the Company, which appointment has not been revoked and
      amended;                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (O) | that all necessary documents have been filed, all
      requisite proceedings have been taken and all other legal requirements
      have been fulfilled by the Company under the laws of each of the
      Qualifying Provinces in order to qualify the distribution of the Shares
      and the Offered Shares to the public in each of the Qualifying Provinces
      through investment dealers or brokers registered under the applicable laws
      of the Qualifying Provinces who have complied with the relevant provisions
      of such applicable laws;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (P) | that, subject only to the filing of documents in
      accordance with the requirements of the TSX, the TSX has conditionally
      approved the listing of the Shares and the Offered Shares;                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (Q) | 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;                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (R) | that the form and terms of the certificates representing
      the common shares of the Company have been duly approved by the Company
      and comply with the provisions of the notice of articles and articles of
      the Company and the requirements of the BCBCA; and                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (S) | as to all other legal matters reasonably requested by
      counsel to the Underwriters relating to the distribution of the Shares or
      the Offered Shares.                                                                                                                                                                                                                                                                                                                                                                                                    

| | (ii) | If any of the Shares 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 the Company to
      the effect that no registration of the Shares is required under the 1933
      Act in connection with the offer and sale of the Shares 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.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 43 -

| | (iii) | 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 local counsel in
      each jurisdiction (other than Canada or the United States) where a
      purchaser of Offered Shares pursuant to a Representation Letter is
      resident, to the effect that no prospectus or similar document is required
      to be filed in the local jurisdiction in connection with the offer and
      sale of the Offered Shares, that the offer and sale of the Offered Shares
      has been effected in compliance with applicable securities laws and such
      other opinions as the Underwriters may request.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (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
      Purchased Shares and the Offered Shares, it being understood that
      Underwriters Counsel may rely, to the extent appropriate in the
      circumstances, on certificates of officers of the Company 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)                     
| |     |                         
| |     | (ii)                    

---

- 44 -

| | (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 (including the Snowfield Project, the Brucejack
      Project and the Snowfield/Brucejack Assets) of the Company or 0890693, and
      (B) no transaction has been entered into by any of the Company which is
      material to the Company, 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 Shares, the Offered
      Shares or any other securities of the Company 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) | the Company 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 the Company
      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 the Vendor dated the Closing Date, addressed to the
      Underwriters and counsel to the Underwriters and signed on behalf of the
      Vendor by the President and Chief Executive Officer and the Chief
      Financial Officer of the Vendor or other officers of the
Vendor acceptable to the Underwriters, certifying for and on behalf of the
Vendor, after having made due inquiry and after having carefully examined the
Prospectus and any Prospectus Amendments, that:
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 45 -

| | (A) | the Vendor 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 the Vendor
      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) | Completion of the Pre-Closing Reorganization
      and the Acquisition
| | --- | ----------------------------------------------------------------------

The Pre-Closing Reorganization shall have been completed at
least one (1) Business Day prior to the Closing Date and all of the conditions
to completion of the Acquisition shall have been satisfied or waived to allow
for the completion of the Acquisition immediately following completion of the
sale of the Purchased Shares and the Offered Shares pursuant to this Agreement,
on the terms disclosed in the Prospectus.

| | (e) | Listing Approval
| | --- | ----------------

The Shares and the Offered Shares 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.

| | (f) | Lock-up Agreements with Certain Persons
| | --- | ---------------------------------------

The Underwriters shall have received, prior to the Closing
Time, an executed lock-up agreement, substantially in the form of Schedule B,
from each of the persons listed in section 6(a)(iii) of this Agreement.

| | (g) | Necessary Actions Taken
| | --- | -----------------------

All actions required to be taken by or on behalf of the
Company, including, without limitation, the passing of all requisite resolutions
of the Directors and the shareholders of the Company and resolutions of the
directors and shareholders of 0890693, 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 and issue the Shares and the Offered
Shares having the attributes contemplated by the Prospectus.

---

- 46 -

| | (h) | Receipt of Additional Documents
| | --- | -------------------------------

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

| | (i) | Sale of the Offered Shares
| | --- | --------------------------

The completion of the purchase of the Purchased Shares by the
Underwriters is subject to the condition that the aggregate gross proceeds from
the sale of the Purchased Shares and the Offered Shares is no less than
$265,020,000.

| | (j) | Purchase of the Purchased Shares
| | --- | --------------------------------

In respect of the completion of the purchase of the Offered
Shares by purchasers party to the Representation Letters only, all of the
conditions to completion of the purchase of the Purchased Shares by the
Underwriters shall have been satisfied or waived to allow for the completion of
the purchase of the Purchased Shares to occur concurrently with the completion
of the sale of the Offered Shares pursuant to this Agreement.

| | (k) | Underwriters Obligation to Purchase of
      Additional Shares
| | --- | ---------------------------------------------------------------

The Underwriters obligation to purchase the Additional Shares
at the Option Closing Time shall be subject to:

| | (i)   | The accuracy of the representations and warranties of
      each of the Company and the Vendor contained in this Agreement as of the
      Option Closing Date, or in the case of any representations and warranties
      with respect of the Vendor, as of immediately prior to the Acquisition,
      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 the Company and the Vendor of
      their respective obligations under this Agreement; and                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii) | the delivery by the Company 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 the Company
      of the Additional Shares.                                                                                                                                 

|13. | Rights of Termination
|--- | ---------------------
|    |                      
|    | (a)                  

---

- 47 -

| | (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 the Company, 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 Shares or the
      Additional Shares, by giving written notice to the Company at any time at
      or prior to the Closing Time or the Option Closing Time, as the case may
      be:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

- 48 -

| |     | (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 Shares for sale; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | if the Company is in material breach of any term,
      condition or covenant of this Underwriting Agreement, or any
      representation or warranty given by the Company 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 the Company of the same;
      or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any order to cease trading in securities of the Company
      is made or threatened by a Canadian Securities Regulator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | In the event of any termination pursuant to section
      13(b), there shall be no further liability on the part of the Underwriters
      to the Company or on the part of the Company or the Vendor to the
      Underwriters, including in all cases in respect of any Offered Shares,
      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.

|14. | Indemnity
|--- | ---------
|    |          
|    | (a)      

The Company 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 the Company delivered pursuant to this
      Agreement which contains or is alleged to contain a
  misrepresentation;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 49 -

| | (ii)  | any omission or alleged omission to state in the
      Prospectus, any Prospectus Amendment or any certificate of the Company
      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 Shares or the Offered Shares
      in any of the Qualifying Provinces;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iv)  | the non-compliance or alleged non-compliance by the
      Company with any of the Canadian Securities Laws or the 1933 Act,
      including the Companys non-compliance with any statutory requirement to
      make any document available for inspection; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (v)   | any breach by the Company of its representations,
      warranties, covenants or obligations to be complied with under this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| | (b) | Rights of Indemnity by the Vendor
| | --- | ---------------------------------

The Vendor (together with the Company, 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 provided by such Vendor
      specifically for use in the Prospectus or any Prospectus Amendment or in
      any certificate of such Vendor delivered pursuant to this Agreement which
      at the time and in light of the circumstances under which it was made
      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 such Vendor
      delivered pursuant to this Agreement any material fact relating
      solely to such Vendor 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; and

---

- 50 -

| | (iii) | any breach by such Vendor of its representations,
      warranties, covenants or obligations to be complied with under this
      Agreement.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------

| | (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.

---

- 51 -

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.

| | (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)         

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, the Company, the Vendor 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 the
Company, the Vendor and the Underwriters, the relative fault of the Company, the
Vendor and the Underwriters; and (ii) as among the Vendor, the Company and the
Underwriters the cash proceeds ultimately received by the Vendor or the Company
from this Agreement and the Related Agreements and the Underwriting Fee and
Agency 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. The Company, the Vendor
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 and Agency
Fee or any portion of the Underwriting Fee and the Agency 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.

---

- 52 -

| | (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 and the Agency 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 and the Agency Fee
      actually received under this Agreement.

---

- 53 -

| | (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.

|17. | Expenses
|--- | --------

If the transactions contemplated by this Agreement shall be
completed or this Agreement is terminated by reason of a breach of this
Agreement or the Acquisition Agreement by the Company, the Company will be
responsible for all expenses relating to the issue, sale and delivery of the
Shares and the Offered Shares 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
the Company. In addition,the Company 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 the Companys written consent. Such
reimbursements will be payable upon a request for payment thereof by the Lead
Underwriters.

If the transactions contemplated by this Agreement shall not be
completed, other than by reason of a termination of this Agreement due to a
breach of this Agreement or the Acquisition Agreement by the Company, the Vendor
will be responsible for all expenses relating to the issue, sale and delivery of
the Shares and the Offered Shares 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
the Company. In addition,the Vendor 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 the Vendors
written consent. Such reimbursements will be payable upon a request for payment
thereof by the Lead Underwriters.

---

- 54 -

|18. | Rights to Purchase
|--- | ------------------
|    |                   
|    | (a)               

The obligation of the Underwriters to purchase the Purchased
Shares or the Additional Shares, 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 Shares or the Additional
Shares, as the case may be, set out opposite the name of the Underwriters
respectively below:

CIBC World Markets Inc.
    33%Citigroup Global Markets Canada Inc.
    21%UBS Securities Canada Inc.
    21%BMO Nesbitt Burns Inc.
    8%Credit Suisse Securities (Canada),
      Inc.
    5%Dahlman Rose & Company, LLC
    5%GMP Securities L.P.
    5%Salman Partners Inc.
    2%


The foregoing is also the applicable percentage of the total
number of Offered Shares which each of the Underwriters may offer on a best
efforts agency basis. Subject to section 18(c), in the event that any of the
Underwriters shall fail to purchase its applicable percentage of the Purchased
Shares or the Additional Shares, 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 Shares or the Additional Shares, 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
Shares or Additional Shares, as the case may be, which the defaulting
Underwriter(s) has failed to purchase exceeds 10% of the total number of
Purchased Shares or Additional Shares, 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 Shares or Additional Shares, 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 the Company
shall have the right to terminate its 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 the Company in respect of the defaulting Underwriters Shares. Nothing in
this section 18(a) shall oblige the Company to sell to the Underwriters less
than all of the Purchased Shares or the Additional Shares, as the case may be,
or relieve from liability to the Company any Underwriter which shall be so in
default. In the event of a termination by the Company of its obligations under
this Agreement pursuant to this section 18, there shall be no further liability
on the part of the Company or the Vendor to the Underwriters except in respect
of any liability which may have arisen or may arise under sections 14, 15 and
17.

---

- 55 -

| | (b) | Purchases by Other Underwriters
| | --- | -------------------------------

If the amount of the Purchased Shares or the Additional Shares,
as the case may be, which the remaining Underwriters wish to purchase pursuant
to section 18(a) exceeds the amount of the Purchased Shares or the Additional
Shares, as the case may be, which would otherwise have been purchased by an
Underwriter which is in default, such Purchased Shares or the Additional Shares,
as the case may be, shall be divided pro rata among the Underwriters desiring to
purchase such Purchased Shares or the Additional Shares, as the case may be, in
proportion to the percentage of Purchased Shares or the Additional Shares, 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 Shares or the Additional Shares, 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
Shares or the Additional Shares, as the case may be, which the remaining
Underwriters wish, but are not obliged, to purchase exceeds the amount of such
Purchased Shares or the Additional Shares, as the case may be, which remain
available for purchase, such Purchased Shares or the Additional Shares, as the
case may be, shall be divided pro rata among the Underwriters desiring to
purchase such Purchased Shares or the Additional Shares, as the case may be, in
proportion to the percentage of Purchased Shares or the Additional Shares, 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 Shares and the
Offered Shares, 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 Shares and the Offered Shares 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.

---

- 56 -

|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 the Company, addressed and sent to:Pretium Resources Inc.2300  1066 West HastingsVancouver, B.C.V6E 3X2Attention: Robert A. QuartermainFacsimile: (604) 632-4853with a copy to:Fasken Martineau DuMoulin LLP2900  550 Burrard StreetVancouver, British ColumbiaV6C 0A3Attention:
    Josh LewisFacsimile:
    (604) 632-4853If to the Vendor, addressed and sent to:Silver Standard Resources Inc.1400  999 West Hastings StreetVancouver, B.C.V6C 2W2


---

- 57 -

Attention:
      John SmithFacsimile:
      (604) 689-3847with
      a copy to:Lawson
      Lundell LLPCathedral
      Place1600
       925 West Georgia StreetVancouver, BCV6C 3L2Attention:
    Jerry SchrammFacsimile:
    (604) 694-2940If to the Lead Underwriters, addressed and sent
      to:CIBC
      World Markets Inc.400
      Burrard Street, 12thFloorVancouver,
      British ColumbiaV6C
      3A6Attention:
      Sam LeeFacsimile:
      (604) 891-6330andCitigroup
      Global Markets Canada Inc.Citigroup
      Place123
      Front Street West, Suite 1100Toronto,
      OntarioM5J
      2M3Attention:
    David SpivakFacsimile:
    (416) 947-5802andUBS
      Securities Canada Inc.Brookfield
      Place161
      Bay StreetSuite
      4100, P.O. Box 617Toronto
      OntarioM5J
      2S1Attention:
    David ShaverFacsimile:
    (416) 364-9296with
      a copy to:


---

- 58 -

Blake,
      Cassels & Graydon LLPSuite
      2600, Three Bentall Centre595
      Burrard StreetVancouver,
      British ColumbiaV7X
      1L3Attention:
    Bob WooderFacsimile:
    (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:

| | (a) | 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
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                      
| | (b) | 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 the Company 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
|--- | -------------------------

The Company hereby acknowledges that the Underwriters are
acting solely as underwriters in connection with the purchase and sale of the
Companys Shares contemplated hereby. The Company 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 the
Company, its 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 Companys Shares,
either before or after the date hereof. The Underwriters hereby expressly
disclaim any fiduciary or similar obligations to the Company, either in
connection with the transactions contemplated by this Agreement or any matters
leading up to such transactions, and the Company hereby confirms its
understanding and agreement to that effect. The Company 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 the Company regarding such transactions, including, but not limited to, any
opinions or views with respect to the price or market for the Companys Shares,
do not constitute advice or recommendations to the Company. The Company and the
Underwriters agree that the Underwriters are acting as principal and not the
agent or fiduciary of the Company and no Underwriter has assumed, and no
Underwriter will assume, any advisory responsibility in favour of the Company
with respect to the transactions contemplated hereby or the process leading
thereto (irrespective of whether any Underwriter has advised or is currently
advising the Company on other matters). The Company hereby waives and releases,
to the fullest extent permitted by law, any claims that the Company may have
against the Underwriters with respect to any breach or alleged breach of any
fiduciary, advisory or similar duty to the Company in connection with the
transactions contemplated by this Agreement or any matters leading up to such
transactions.

---

- 59 -

|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]

---

- 60 -

Yours very truly,

CIBC WORLD MARKETS
    CITIGROUP GLOBAL
    UBS SECURITIESINC.
    MARKETS CANADA INC.
    CANADA INC.By: (signed) Rick McCreary
    By: (signed) David Spivak
    By: (signed) David ShaverName: Rick
      McCreary
    Name: David
      Spivak
    Name: David
      ShaverTitle:
      Managing Director
    Title: Managing
      Director
    Title: Managing
      DirectorBy: (signed) E.T.N. LarkinName: E.T.N.
      LarkinTitle: Managing
      DirectorBMO NESBITT BURNS INC.By: (signed) Carter HohmannName:
      Carter HohmannTitle:
      DirectorCREDIT SUISSE
    DAHLMAN ROSE &
    GMP SECURITIES L.P.SECURITIES (CANADA),
    COMPANY, LLCINC.By: (signed) Steven A. Latimer
    By: (signed) Keith Phillips
    By: (signed) Mark WellingsName:
      Steven A. Latimer
    Name: Keith
      Phillips
    Name: Mark
      WellingsTitle:
      Director
    Title: Managing
      Director
    Title: Managing
      Director,Investment
      BankingSALMAN PARTNERS INC.By: (signed) Terrance SalmanName:
      Terrance K. SalmanTitle:
      President and ChiefExecutive
      Officer


---

- 61 -

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
      VisserTitle:
      President and Chief Executive Officer
    Title: Chief
      Financial OfficerSILVER STANDARD RESOURCES INC.By: (signed) John SmithName: John
      SmithTitle:
      President and Chief Executive Officer


---

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
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.

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 the Company.

---

- 3 -

2. Each Underwriter severally and
not jointly represents, warrants and covenants to the Company 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.

This Certificate relates to the offer and sale of common shares
(the Common Shares) of Pretium Resources Inc. (the Company)
made in reliance on Rule 904 of Regulation S under the U.S. Securities Act of
1933, as amended (the Securities Act). 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 Securities
      Act), (ii) an affiliate (as that term is defined in Rule 144(a)(1) under
      the Securities Act) of the Company, (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 the Company
      solely by virtue of being an officer or director of the Company, and no
      selling concession, fee or other remuneration was paid in connection with
      the offer or sale of the Common Shares 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 offer of such Common Shares 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 offer and sale of the Common Shares,                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 Common Shares 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 Common
      Shares 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 offer and
      sale of the Common Shares were made after the date that was 40 days after
      the closing of the private placement pursuant to which the Common Shares
      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 Common Shares; 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
Common Shares sold in such sale may be removed.

|Dated:____________________________ |               
|---------------------------------- | --------------
|                                   | Name of Seller
|                                   |               
|By:                                |               
|                                   | Name:         
|                                   | Title:        

---

SCHEDULE B

Form of Lock-Up Agreement

December •, 2010

|CIBC World Markets Inc.                
|---------------------------------------
|Citigroup Global Markets Canada Inc.   
|UBS Securities Canada Inc.             
|BMO Nesbitt Burns Inc.                 
|Credit Suisse Securities (Canada), Inc.
|Dahlman Rose & Company, LLC            
|GMP Securities L.P.                    
|Salman Partners Inc.                   
|                                       
|(collectively, the Underwriters)     
|                                       
|Silver Standard Resources Inc.         
|Pretium Resources Inc.                 

Pretium Resources Inc. Lock-Up Agreement

Ladies and Gentlemen:

This letter agreement (this
Agreement) relates to the proposed initial public offering (the
Offering) by Pretium Resources Inc., a British Columbia corporation
(the Company), of its common shares, without par value (the
Shares).

In order to induce the
Underwriters to underwrite the Offering, the undersigned hereby agrees that,
without the prior written consent of CIBC World Markets Inc., Citigroup Global
Markets Canada Inc. and UBS Securities Canada Inc. (collectively, the Lead
Underwriters), during the period from the date hereof until 180 days from
the date hereof (the Lock-Up Period), the undersigned (a) will not,
directly or indirectly, offer, sell, agree to offer or sell, solicit offers to
purchase, grant any call option or purchase any put option with respect to,
pledge, borrow or otherwise dispose of any Relevant Security (as defined below),
and (b) will not establish or increase any put equivalent position or
liquidate or decrease any call equivalent position with respect to any
Relevant Security (in each case within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder), or 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. As used herein Relevant
Security means the common shares of the Company, any other equity security
of the Company or any of its subsidiaries and any security convertible into, or
exercisable or exchangeable for, any common shares of the Company or other such
equity security. Notwithstanding the foregoing, (i) the undersigned may transfer
Relevant Securities by bona fide gift, will or intestate succession, (ii) the
undersigned may transfer Relevant Securities to any corporate entity or partnership controlled by the undersigned, and (iii) the
undersigned may transfer Relevant Securities to any trust duly created for the
sole direct or indirect benefit of the undersigned and/or the family of the
undersigned, provided as to (i), (ii) and (iii) above, each resulting transferee
of Relevant Securities executes and delivers to the Lead Underwriters an
agreement satisfactory to the Lead Underwriters certifying that such transferee
is bound by the terms of this Agreement and has been in compliance with the
terms hereof since the date first above written as if it had been an original
party hereto.

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This Agreement shall not apply to
the exercise of an option to purchase common shares of the Company pursuant to
the stock option plan to be established by the Company.

The undersigned hereby authorizes
the Company during the Lock-Up Period to cause any transfer agent for the
Relevant Securities to decline to transfer, and to note stop transfer
restrictions on the central securities register and other records relating to,
Relevant Securities for which the undersigned is the record holder and, in the
case of Relevant Securities for which the undersigned is the beneficial but not
the record holder, agrees during the Lock-Up Period to cause the record holder
to cause the relevant transfer agent to decline to transfer, and to note stop
transfer restrictions on the share register and other records relating to, such
Relevant Securities. The undersigned hereby further agrees that, without the
prior written consent of the Lead Underwriters, during the Lock-up Period the
undersigned (x) will not file or participate in the filing with any Canadian
Securities Regulator or the Securities and Exchange Commission of any
preliminary prospectus, final prospectus or registration statement, or circulate
or participate in the circulation of any preliminary or final prospectus or
other disclosure document with respect to any proposed offering or sale of a
Relevant Security and (y) will not exercise any rights the undersigned may have
to require registration with any Canadian Securities Regulator or the Securities
and Exchange Commission of any proposed offering or sale of a Relevant Security.

The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into
this Agreement and that this Agreement constitutes the legal, valid and binding
obligation of the undersigned, enforceable in accordance with its terms. Upon
request, the undersigned will execute any additional documents necessary in
connection with enforcement hereof. Any obligations of the undersigned shall be
binding upon the successors and assigns of the undersigned from the date first
above written.

This Agreement shall be governed
by and construed in accordance with the laws of the province of British
Columbia. Delivery of a signed copy of this letter by facsimile transmission
shall be effective as delivery of the original hereof.

[signature page follows]

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| | Very truly yours,               
| | --------------------------------
| |                                 
| |                                 
| | By: __________________________  
| |                                 
| | Print Name:
____________________

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