EXTORRE
GOLD MINES LIMITED

    


    STOCK
OPTION PLAN

    


    February
5, 2010

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

    


    
      
        
          
            
              	 
      	 
      	 	
                      Page

                    
	 	 	 	 
	
                      ARTICLE
      1 DEFINITIONS AND INTERPRETATION

                    	 	
                      3

                    
	
                      1.1

                    	
                      Definitions

                    	 	
                      3

                    
	
                      1.2

                    	
                      Choice
      of Law

                    	 	
                      6

                    
	
                      1.3

                    	
                      Headings

                    	 	
                      6

                    
	 
      	 
      	 	 
      
	
                      ARTICLE
      2 PURPOSE AND PARTICIPATION

                    	 	
                      7

                    
	
                      2.1

                    	
                      Purpose

                    	 	
                      7

                    
	
                      2.2

                    	
                      Participation

                    	 	
                      7

                    
	
                      2.3

                    	
                      Notification
      of Award

                    	 	
                      7

                    
	
                      2.4

                    	
                      Copy
      of Plan

                    	 	
                      7

                    
	
                      2.5

                    	
                      Limitation

                    	 	
                      7

                    
	 
      	 
      	 	 
      
	
                      ARTICLE
      3 TERMS AND CONDITIONS OF OPTIONS

                    	 	
                      7

                    
	
                      3.1

                    	
                      Board
      to Issue Common Shares

                    	 	
                      7

                    
	
                      3.2

                    	
                      Number
      of Common Shares

                    	 	
                      7

                    
	
                      3.3

                    	
                      Term
      of Option

                    	 	
                      8

                    
	
                      3.4

                    	
                      Termination

                    	 	
                      8

                    
	
                      3.5

                    	
                      Exercise
      Price

                    	 	
                      9

                    
	
                      3.6

                    	
                      Additional
      Terms

                    	 	
                      10

                    
	
                      3.7

                    	
                      Assignment
      of Options

                    	 	
                      10

                    
	
                      3.8

                    	
                      Adjustments

                    	 	
                      10

                    
	
                      3.9

                    	
                      Vesting

                    	 	
                      10

                    
	
                      3.10
       

                    	
                      Personal
      Information Form

                    	 	
                      11

                    
	 
      	 
      	 	 
      
	
                      ARTICLE
      4 EXERCISE OF OPTION

                    	 	
                      11

                    
	
                      4.1

                    	
                      Exercise
      of Option

                    	 	
                      11

                    
	
                      4.2

                    	
                      Issue
      of Share Certificates

                    	 	
                      11

                    
	
                      4.3

                    	
                      Condition
      of Issue

                    	 	
                      11

                    
	
                      4.4

                    	
                      Taxes

                    	 	
                      12

                    
	 
      	 
      	 	 
      
	
                      ARTICLE
      5 ADMINISTRATION

                    	 	
                      12

                    
	
                      5.1

                    	
                      Administration

                    	 	
                      12

                    
	
                      5.2

                    	
                      Interpretation

                    	 	
                      12

                    
	 
      	 
      	 	 
      
	
                      ARTICLE
      6 AMENDMENT, TERMINATION AND NOTICE

                    	 	
                      12

                    
	
                      6.1

                    	
                      Amendments

                    	 	
                      12

                    
	
                      6.2

                    	
                      Approvals

                    	 	
                      13

                    
	
                      6.3

                    	
                      Termination

                    	 	
                      13

                    
	
                      6.4

                    	
                      Agreement

                    	 	
                      13

                    
	
                      6.5

                    	
                      Notice

                    	 	
                      13

                    


            

          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    STOCK OPTION
PLAN

     

    ARTICLE
1

    DEFINITIONS
AND INTERPRETATION

    


    
      	
              1.1

            	
              Definitions

            


    

     

    As used
herein, unless there is something in the subject matter or context inconsistent
therewith, the following terms shall have the meanings set forth
below:

     

    
      	 	
              (a)

            	
              “Addendum”
      means the addendum attached to and forming part of this
    Plan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Administrator”
      means, initially, the Secretary of the Company and thereafter shall mean
      such director or other senior officer or employee of the Company as may be
      designated as Administrator by the Board from time to
  time.

            


    

     

    
      	 	
              (c)

            	
              “Award
      Date” means the date on which the Board awards a particular
      Option.

            


    

     

    
      	
               
      

            	
              (d)

            	
              “Board”
      means the board of directors of the Company, or any committee thereof to
      which the board of directors of the Company has delegated the power to
      administer and grant Options under the
Plan.

            


    

     

    
      	 	
              (e)

            	
              “Cause”
      means:

            


    

     

    
      
        	 	
                (i)

              	
                in
      the case of an Employee (1) cause as such term is defined in the written
      employment agreement with the Employee or if there is no written
      employment agreement or cause is not defined therein, the usual meaning of
      just cause under the common law or the laws of the jurisdiction in which
      the employee is employed; or (2) the termination of employment as a result
      of an order made by any Regulatory Authority having jurisdiction to so
      order;

              


      

    

     

    
      
        	 	
                (ii)

              	
                in
      the case of a Consultant (1) the occurrence of any event which, under the
      written consulting contract with the Consultant or the common law or the
      laws of the jurisdiction in which the consultant provides services, gives
      the Company or any of its affiliates the right to immediately terminate
      the consulting contract; or (2) the termination of the consulting contract
      as a result of an order made by any Regulatory Authority having
      jurisdiction to so order;

              


      

    

     

    
      	 	
              (iii)

            	
              in
      the case of a Director, ceasing to be a Director as a result of (1)
      ceasing to be qualified to act as a director of a company under section
      128 of theBusiness
      Corporations Act (British Columbia) or equivalent provisions in any
      replacement legislation; (2) a resolution having been passed under section
      128 (3) of the Business
      Corporations Act (British Columbia) or equivalent provisions in any
      replacement legislation; or (3) an order made by any Regulatory Authority
      having jurisdiction to so order;
  or

            


    

     

    
      
        	 	
                (iv)

              	
                in
      the case of an Officer, ceasing to be an Officer as a result of an order
      made by any Regulatory Authority having jurisdiction to so
      order.

              


      

    

     

    
      
        	 	
                (e)

              	
                “Change
      of Control” means and shall be deemed to have occurred if one of the
      following events takes place:

              


      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      
        	
              	
                (i)

              	
                the
      Company sells, leases or otherwise disposes of all or substantially all of
      its assets and undertaking to a Person or a combination of Persons at
      arm’s length to the Company and its affiliates, whether pursuant to one or
      more transactions;

              


      

    

    


    
      
        	
              	
                (ii)

              	
                the
      Company amalgamates or enters into a plan of arrangement with another
      company at arm’s length to the Company and its affiliates, other than an
      amalgamation or plan of arrangement that would result in the voting
      securities of the Company outstanding immediately prior thereto continuing
      to represent (either by remaining outstanding or by being converted into
      voting securities of the surviving or resulting entity) more than 50% of
      the combined voting power of the surviving or resulting entity outstanding
      immediately after such amalgamation or plan of
  arrangement;

              


      

    

    


    
      	
            	
              (iii)

            	
              any
      Person or combination of Persons at arm’s length to the Company and its
      affiliates acquires or becomes the beneficial owner of, directly or
      indirectly, more than 50% of the voting securities of the Company, whether
      through the acquisition of previously issued and outstanding voting
      securities, or of voting securities that have not been previously issued,
      or any combination thereof, or any other transaction having a similar
      effect; or

            


    

    


    
      
        	 	
                (iv)

              	
                any
      resolution is passed or any action or proceeding is taken with respect to
      the liquidation, dissolution or winding-up of the
  Company.

              


      

    

    


    
      	
               
      

            	
              (f)

            	
              “Common
      Share” or “Common Shares” means, as the case may be, one or more common
      shares without par value in the capital of the
  Company.

            


    

     

    
      	
               
      

            	
              (g)

            	
              “Company”
      means Extorre Gold Mines Limited, a company existing under the laws of
      Canada.

            


    

     

    
      	 	
              (h)

            	
              “Consultant”
      means an individual or Consultant Company, other than an Employee, Officer
      or a Director of the Company, that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              is
      engaged to provide ongoing consulting, technical, management or other
      services to the Company or its affiliates under a written contract with
      the Company or such affiliate,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              possesses
      technical, business or management expertise of value to the Company or its
      affiliates,

            


    

    


    
      	
               
      

            	
              (iii)

            	
              in
      the opinion of the Company, spends or will spend a reasonable amount of
      time and attention on the business and affairs of the Company or its
      affiliates, and

            


    

     

    
      	 	
              (iv)

            	
              has
      a relationship with the Company or its affiliates that enables the
      Consultant to be knowledgeable about the business and affairs of the
      Company or such affiliates.

            


    

     

    
      
        	 	
                (i)

              	
                “Consultant Company” means for an
      individual consultant, a company of which the individual is an employee or
      shareholder.

              


      

    

     

    
      	 	
              (j)

            	
              “Director”
      has the meaning given to that term in the Securities
      Act (British Columbia), and for the purposes of the Plan includes
      directors of the Company and any of its
      affiliates.

            


    

     

    
      
        	 	
                (k)

              	
                “Disinterested
      Shareholder Approval” means approval by a majority of the votes cast by
      all shareholders entitled to vote at a meeting of shareholders of the
      Company excluding votes attached to shares beneficially owned by Insiders
      to whom options may be granted under this Plan and their
      associates.

              


      

    

    


    
      	 	
              (k)

            	
              “Eligible
      Persons” means Directors, Officers, Employees and
    Consultants.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	 	
              (l)

            	
              “Employee”
      means (i) an individual considered an employee of the Company or a
      subsidiary under the Income
      Tax Act (Canada) (i.e. for whom income tax and other deductions are
      made by the Company); (ii) an individual who works full-time for the
      Company or a subsidiary providing services normally provided by an
      employee but for whom income tax and other deductions are not made; (iii)
      an individual who works for the Company or a subsidiary on a continuing
      and regular basis for a minimum amount of time per week, but for whom
      income tax and other deductions are not made; and (iv) other persons who
      are providing, have provided, or have agreed to provide a service of value
      to the Company or a subsidiary;

            


    

     

    
      	 	
              (m)

            	
              “Exercise
      Notice” means the notice respecting the exercise of an Option, in the form
      set out as Schedule “B” hereto, duly executed by the Option
      Holder.

            


    

     

    
      
        	 	
                (o)

              	
                “Exercise
      Period” means the period during which a particular Option may be exercised
      and is the period from and including the Award Date through to and
      including the Expiry Date.

              


      

    

     

    
      	 	
              (p)

            	
              “Exercise
      Price” means the price at which an Option may be exercised as determined
      in accordance with paragraph 3.5.

            


    

     

    
      	 	
              (q)

            	
              “Expiry
      Date” means the date determined in accordance with paragraph 3.4 and after
      which a particular Option cannot be
exercised.

            


    

     

    
      	 	
              (r)

            	
              “Fixed
      Expiry Date” has the meaning given to that term under paragraph
      3.4.

            


    

     

    
      	 	
              
                (s)

              

            	
              
                “Insider”
      has the same meaning as found in the Securities
      Act (British Columbia) and also includes associates of an
      Insider.

              

            


    

     

    
      	 	
              (t)

            	
              “Market
      Price” of the Common Shares for a particular Award Date shall be
      determined as follows:

            


    

    
       

      
        	 	
                (i)

              	
                if
      the Common Shares are then listed on the TSX, then the Market Price shall
      be the last daily closing price per Common Share on the TSX on the trading
      day immediately preceding the Award Date and if there was no sale on the
      TSX on such date, then the last sale prior thereto;
  and

              


      

    

     

    
      
        	 	
                (ii)

              	
                if
      the Common Shares are not listed on the TSX, then the Market Price shall
      be, subject to the necessary approvals of the applicable Regulatory
      Authorities, the fair market value of the Common Shares on the Award Date
      as determined by the Board in its
discretion.

              


      

    

     

    
      	 	
              (u)

            	
              “Officer”
      means a senior officer as such term is defined in the Securities
      Act (British Columbia), and for the purposes of the Plan includes
      senior officers of the Company and any of its
  affiliates.

            


    

     

    
      	 	
              (v)

            	
              “Option”
      means an option to acquire Common Shares, awarded to an Eligible Person
      pursuant to the Plan.

            


    

     

    
      	 	
              (w)

            	
              “Option
      Certificate” means the certificate, in the form set out as Schedule “A”
      hereto, evidencing an Option.

            


    

     

    
      
        	 	
                (x)

              	
                “Option
      Holder” means a person (or, where applicable, a Consultant Company) who
      holds an unexercised and unexpired Option or, where applicable, the
      Personal Representative of such
person.

              


      

    

     

    
      	 	
              (y)

            	
              “Person”
      means any individual, partnership, limited partnership, joint venture,
      syndicate, sole proprietorship, company or corporation with or without
      share capital, unincorporated association, trust, trustee, executor,
      administrator or other legal personal representative, regulatory body or
      agency, government or governmental agency or entity however designated or
      constituted.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    
 

    
      	 	
              (z)

            	
              “Personal
      Representative” means:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of a deceased Option Holder, the executor or administrator of the
      deceased duly appointed by a court or public authority having jurisdiction
      to do so; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the case of an Option Holder who for any reason is unable to manage his or
      her affairs, the person entitled by law to act on behalf of such Option
      Holder.

            


    

    


    
      	
            	
              (aa)

            	
              “Plan”
      means this stock option plan.

            


    

    


    
      
        	
              	
                (bb)

              	
                “Regulatory
      Authorities” means all stock exchanges, inter-dealer quotation networks
      and other organized trading facilities on which the Company’s Shares are
      listed and all securities commissions or similar securities regulatory
      bodies having jurisdiction over the
Company.

              


      

    

    


    
      
        	
              	
                (cc)

              	
                “Securities
      Laws” means securities legislation, securities regulations and securities
      rules, as amended, and the instruments, forms, notices and policy
      documents in force from time to time that are applicable to the
      Company.

              


      

    

    


    
      	
               
      

            	
              (dd)

            	
              “Share”
      or “Shares” means, as the case may be, one or more shares of any class in
      the share capital of the Company from time to
  time.

            


    

    


    
      	 	
              (ee)

            	
              “Termination
      Date” means:

            


    

    


    
      
        	 	
                (i)

              	
                in
      the case of the Option Holder’s resignation from employment or the
      termination of the Option Holder’s consulting contract by the Option
      Holder, the date that the Option Holder provides notice of such
      resignation or termination to the Company or any of its affiliates;
      or

              


      

    

     

    
      	 	
              
                (ii)

              

            	
              
                in
      the case of the termination of the Option Holder’s employment or
      consulting contract by the Company or any of its affiliates for any reason
      (whether such termination is lawful or unlawful) other than death, the
      date that the Company or any of its affiliates delivers written notice of
      such lawful or unlawful termination of the Option Holder’s employment or
      consulting contract to the Option Holder;
  or

              

            


    

     

    
      	 	
              
                (iii)

              

            	
              
                in
      the case of the expiry of a fixed-term employment agreement or consulting
      contract that is not renewed or extended, the last day of the
      term.

              

            


    

     

    
      	 	
              (ff)

            	
              “TSX”
      means the Toronto Stock Exchange.

            


    

     

    
      	
              1.2

            	
              Choice of
      Law

            


    

    


    The Plan
is established under, and the provisions of the Plan shall be subject to and
interpreted and construed in accordance with, the laws of the Province of
British Columbia.

    


    
      	
              1.3

            	
              Headings

            


    

    


    The
headings used herein are for convenience only and are not to affect the
interpretation of the Plan.
 

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    ARTICLE
2 

    PURPOSE
AND PARTICIPATION

     

    
      	
              2.1

            	
              Purpose

            


    

    


    The
purpose of the Plan is to provide the Company with a share-related mechanism to
attract, retain and motivate qualified Directors, Officers, Consultants and
Employees, to reward such of those Directors, Officers, Consultants and
Employees as may be awarded Options under the Plan by the Board from time to
time for their contributions toward the long term goals of the Company and to
enable and encourage such Directors, Officers, Consultants and Employees to
acquire Common Shares as long term investments.

    


    
      	
              2.2

            	
              Participation

            


    

    


    The Board
shall, from time to time and in its sole discretion, determine which of the
Eligible Persons, if any, shall be awarded Options. The Board shall only award
an Option to a Consultant or an Employee if the Consultant or Employee is a bona
fide Consultant or Employee of the Company or an affiliate of the Company, and
the Board shall make such a representation if required by the Regulatory
Authorities. The Board may, in its sole discretion, grant the majority of the
Options to insiders of the Company.

    


    
      	
              2.3

            	
              Notification of
      Award

            


    

    


    Following
the award of an Option by the Board, the Administrator shall notify the Option
Holder in writing of the award and shall enclose with such notice the Option
Certificate representing the Option so awarded.

    


    
      	
              2.4

            	
              Copy of
      Plan

            


    

    


    Each
Option Holder, concurrently with the notice of the award of the Option, shall be
provided with a copy of the Plan. A copy of any amendment to the Plan shall be
promptly provided by the Administrator to each Option Holder.

    


    
      	
              2.5

            	
              Limitation

            


    

    


    The Plan
does not give any Option Holder that is a Director or Officer the right to serve
or continue to serve as a Director or Officer of the Company or any of its
affiliates nor does it give any Option Holder that is an Employee or Consultant
the right to be or to continue to be employed with or have a consulting contract
with the Company or any of its affiliates.

    


    ARTICLE
3

    TERMS
AND CONDITIONS OF OPTIONS

    


    
      	
              3.1

            	
              Board to Issue Common
      Shares

            


    

    


    The
Common Shares to be issued to Option Holders upon the exercise of Options shall
be authorized and unissued Common Shares the issuance of which shall have been
authorized by the Board.

    


    
      	
              3.2

            	
              Number of Common
      Shares

            


    

    


    Subject
to adjustment as provided for in paragraph 3.9 of the Plan, the number of Common
Shares that shall be available for Eligible Persons to acquire pursuant to
options awarded by the Board shall not exceed 15% of the outstanding Common
Shares at the time of the granting of an Option. If any Option is exercised or
if an Option expires or otherwise terminates for any reason without having been
exercised in full, the number of Common Shares in respect of such Option shall
be available for new Options granted under this Plan.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              3.3

            	
              Term of
      Option

            


    

    


    Subject
to such other terms or conditions that may be attached to an Option granted
hereunder, an Option Holder may exercise any vested portion or portions of an
Option in whole or in part at any time or from time to time during the Exercise
Period. Any Option or part thereof not exercised within the Exercise Period
shall terminate and become null, void and of no effect as of 5:00 p.m. local
time in Vancouver, British Columbia on the Expiry Date.

    


    
      	
              3.4

            	
              Termination

            


    

    


    Subject
to subparagraphs (a) to (e) below and subject to paragraph 3.7, the Expiry Date
of an Option shall be the date fixed by the Board at the time the particular
Option is awarded (the “Fixed Expiry Date”) provided that the Expiry Date shall
be no later than the tenth anniversary of the Award Date of such
Option:

    


    
      	 	
              (a)

            	
              Death

            


    

    


    If the
Option Holder dies while his or her Option is outstanding, then unless otherwise
provided for in the Option Certificate, the following shall apply. The Expiry
Date for any vested portion or portions of the Option shall be the earlier of
the Fixed Expiry Date and the date that is six months after the date of the
Option Holder’s death. The Expiry Date for any unvested portion of the Option
shall be the date of the Option Holder’s death. The right to purchase Common
Shares under an Option shall not vest after the date of the Option Holder’s
death.

    


    
      	 	
              (b)

            	
              Ceasing to be a
      Director

            


    

    


    If the
Option Holder holds an Option as a Director and the Option Holder ceases to be a
Director (other than by reason of death), then unless otherwise provided for in
the Option Certificate, the following shall apply. The Expiry Date for any
vested portion or portions of the Option shall be the earlier of the Fixed
Expiry Date and the 90th day following the date that the Option Holder ceases to
be a Director unless the Option Holder ceases to be a Director for Cause, in
which case the Expiry Date shall be the date that the Option Holder ceases to be
a Director. The Expiry Date for any unvested portion of the Option shall be the
date that the Option Holder ceases to be a Director. The right to purchase
Common Shares under an Option shall not vest after the date that the Option
Holder ceases to be a Director.

    


    
      	 	
              (c)

            	
              Ceasing to be an
      Employee or Consultant

            


    

    


    If the
Option Holder holds an Option as an Employee or Consultant and the Option Holder
ceases to be an Employee or Consultant (other than by reason of death), then
unless otherwise provided for in the Option Certificate, the following shall
apply. The Expiry Date for any vested portion or portions of the Option shall be
the earlier of the Fixed Expiry Date and the 90th day following the Termination
Date unless the Option Holder ceases to be an Employee or Consultant as a result
of Cause, in which case the Expiry Date shall be the Termination Date. The
Expiry Date for any unvested portion of the Option shall be the Termination
Date. The right to purchase Common Shares under an Option shall not vest after
the Termination Date. For greater certainty, if the Company gives an Employee or
Consultant working notice of termination of employment or the consulting
contract or payment in lieu of notice or if the Company wrongfully or
constructively dismisses the Employee or Consultant, no vesting shall occur
during the working notice period or deemed notice period that the Employee or
Consultant receives or should have received. The 90 days shall commence on the
first day of such working notice period or deemed notice period.

     

    
      	 	
              (d)

            	
              Ceasing to be an
      Officer

            


    

     

    If the
Option Holder holds an Option as an Officer and the Option Holder ceases to be
an Officer (other than by reason of death), then unless otherwise provided for
in the Option Certificate, the following
shall apply. The Expiry Date for any vested portion or portions of the Option
shall be the earlier of the Fixed Expiry Date and the 90th day following the
date that the Option Holder ceases to be an Officer unless the Option Holder
ceases to be an Officer for Cause, in which case the Expiry Date shall be the
date that the Option Holder ceases to be an Officer. The Expiry Date for any
unvested portion of the Option shall be the date that the Option Holder ceases
to be an Officer. The right to purchase Common Shares under an Option shall not
vest after the date that the Option Holder ceases to be an Officer.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Change of
      Control

            


    

     

    In the
event of a Change of Control or impending Change of Control, the Board may, in
its sole discretion, deal with outstanding Options in the manner it deems fair
and reasonable in light of the circumstances. Without limiting the generality of
the foregoing, the Board may, without any action or consent required on the part
of any Option Holder:

    


    
      
        	 	
                (i)

              	
                subject
      to TSX approval, deliver a notice to the Option Holder advising the Option
      Holder that the unvested portion of the Option held by the Option Holder,
      if any, shall immediately
vest;

              


      

    

     

    
      
        	 	
                (ii)

              	
                deliver
      a notice to an Option Holder advising the Option Holder that the Expiry
      Date for any vested portion or portions of the Option shall be the earlier
      of the Fixed Expiry Date and the 10th
      day following the date of the notice and the Expiry Date for any unvested
      portion of the Option shall be the date of the notice;
      or

              


      

    

     

    
      
        	 	
                (iii)

              	
                take
      such other actions, and combinations of the foregoing actions, as it deems
      fair and reasonable under the
circumstances.

              


      

    

    


    The
foregoing subparagraphs (b) through (d) shall only apply once an Option Holder
ceases to fall into any of the categories of Eligible Persons. The Board and the
Administrator shall look to which of the definitions of Employee, Director,
Officer or Consultant the Option Holder met immediately prior to the Option
Holder ceasing to be an Eligible Person to determine which of subparagraphs (b)
through (d) shall apply. If the Option Holder met more than one definition, then
the following shall apply. If the Option Holder was an Employee or Consultant,
then the Option Holder shall be deemed to hold his or her Option as an Employee
or Consultant regardless of whether the Option Holder was also a Director or
Officer. If the Option Holder was a Director but not an Employee or Consultant,
then the Option Holder shall be deemed to hold his or her Option as a Director
regardless of whether the Option Holder was also an Officer.

    


    
      	
              3.5

            	
              Exercise
      Price

            


    

    


    The price
at which an Option Holder may purchase a Common Share upon the exercise of an
Option shall be as set forth in the Option Certificate issued in respect of such
Option and in any event shall not be less than the Market Price of the Common
Shares as of the Award Date. Notwithstanding anything else contained herein, in
no case shall the Exercise Price be less than the minimum prescribed by the
organized trading facilities as would apply to the Award Date in
question.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              3.6

            	
              Additional
      Terms

            


    

    


    
      
        	
              	
                (a)

              	
                Subject
      to all applicable Securities Laws and the rules and policies of all
      applicable Regulatory Authorities, the Board may attach other terms and
      conditions to the award of a particular Option, such terms and conditions
      to be referred to in a schedule attached to the Option Certificate. These
      terms and conditions may include, but are not necessarily limited to,
      providing that an Option or a portion or portions of an Option expire on a
      certain date, after certain periods of time or upon the occurrence of
      certain events other than as provided for herein, provided that no Option
      shall expire more than ten years after the Award
  Date.

              


      

    

    


    
      
        	
              	
                (b)

              	
                Unless
      the Company has received Disinterested Shareholder Approval to do so, the
      aggregate number of Common Shares number of common shares (i) issued to
      Insiders within any twelve month period and (ii) issuable to Insiders at
      any time, under the Plan or when combined with all of the Company’s other
      security-based compensation arrangements, cannot exceed 10% of issued and
      outstanding Common Shares.

              


      

    

    


    
      	
              3.7

            	
              Blackout
      Periods

            


    

     

    If the
Expiry Date of an Option falls during, or within 10 days of the end of a
Black-Out Period then, notwithstanding any other provision of this Plan, the
Option shall expire 10 business days after the Black-Out Period is lifted by the
Company.

    


    "Black-Out
Period" means that period during which a trading black-out is imposed by the
Company to restrict trades in the Company’s securities.

    


    
      	
              3.8 

            	
              Assignment of
      Options

            


    

    


    Options
may not be assigned or transferred, provided however that the Personal
Representative of an Option Holder may, to the extent permitted by paragraph
4.1, exercise the Option within the Exercise Period.

    


    
      	
              3.9

            	
              Adjustments

            


    

     

    If:
 

    
      
        	 	
                (a)

              	
                the
      Common Shares are changed into or exchanged for a different number or kind
      of Shares of the Company or securities of another corporation, whether
      through an arrangement, amalgamation or other similar procedure or
      otherwise, or a share recapitalization, subdivision or
      consolidation;

              


      

    

     

    
      	 	
              
                (b)

              

            	
              
                a
      dividend is declared upon the Common Shares, payable in Common Shares
      (other than in lieu of dividends paid in the ordinary
      course);

              

            


    

     

    
      	 	
              
                (c)

              

            	
              
                the
      Company distributes by way of a dividend, or otherwise, to all or
      substantially all holders of Common Shares, property, evidences of
      indebtedness or Shares or other securities of the Company (other than
      Common Shares) or rights, options or warrants to acquire Common Shares or
      securities convertible into or exchangeable for Common Shares or other
      securities or property of the Company, other than as a dividend in the
      ordinary course; or

              

            


    

     

    
      	 	
              
                (d)

              

            	
              
                there
      is any other change that the Board, in its sole discretion, determines
      equitably requires an adjustment to be
  made,

              

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    then,
subject to any required action by the shareholders of the Company and any
necessary approval of the Regulatory Authorities, any term that the Board
determines requires adjustment (including the number of Common Shares subject to
each outstanding Option and the number of Common Shares that have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or that have again become available for the purposes
of the Plan, the Exercise Price of each outstanding Option, as well as any other
terms that the Board determines require adjustment) shall be adjusted by the
Board in an appropriate and proportionate manner, and its determination shall be
final, binding and conclusive. Except as the Board determines, no issuance by
the Company of Shares of any class, or securities convertible into Shares of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or Exercise Price of Common Shares subject to an Option.
No fractional shares shall be issued upon the exercise of an Option and
accordingly, if as a result of the adjustment, an Option Holder would become
entitled to a fractional Common Share, such Option Holder shall have the right
to purchase only the next lowest whole number of Common Shares and no payment or
other adjustment shall be made with respect to the fractional interest so
disregarded.

    
       

      
        	
                3.10

              	
                Vesting

              


      

       

      
        	 	
                (a)

              	
                The
      Board may determine when any Option will become exercisable and may
      determine that theOption
      will be exercisable in instalments or pursuant to a vesting
      schedule.

              


      

       

      
        	 	
                (b)

              	
                Option
      Certificates will disclose any vesting conditions prescribed by the Board
      pursuant to paragraph
      3.10(a).

              


      

    

    
      
         

      

    

    
      
        	
                3.11

              	
                Personal
      Information Form

              


      

    

     

    An Option
Holder who becomes a new Insider of the Company must file a Personal Information
Form or such other documents as may be required by the Regulatory
Authorities.

    


    ARTICLE
4

    EXERCISE
OF OPTION

    


    
      	
              4.1

            	
              Exercise of
      Option

            


    

    


    An Option
may be exercised only by the Option Holder or the Personal Representative of the
Option Holder. An Option Holder or the Personal Representative of the Option
Holder may exercise the vested portion or portions of an Option in whole or in
part at any time or from time to time during the Exercise Period up to 5:00 p.m.
local time in Vancouver, British Columbia on the Expiry Date by delivering to
the Administrator an Exercise Notice, the applicable Option Certificate and a
certified cheque or bank draft payable to the Company in an amount equal to the
aggregate Exercise Price of the Common Shares to be purchased pursuant to the
exercise of the Option.

    


    
      	
              4.2

            	
              Issue of Share
      Certificates

            


    

    


    As soon
as practicable following the receipt of the Exercise Notice, the Administrator
shall cause to be delivered to the Option Holder a certificate for the Common
Shares purchased by the Option Holder. If the number of Common Shares in respect
of which the Option was exercised is less than the number of Common Shares
subject to the Option Certificate surrendered, the Administrator shall forward a
new Option Certificate to the Option Holder concurrently with delivery of the
share certificate for the balance of the Common Shares available under the
Option.

    


    
      	
              4.3

            	
              Condition of
      Issue

            


    

    


    The
Options and the issue of Common Shares by the Company pursuant to the exercise
of Options are subject to the terms and conditions of the Plan and compliance
with the rules and policies of all applicable Regulatory Authorities with
respect to the granting of such Options and the issuance and distribution of
such Common Shares, and to all applicable Securities Laws. The Option Holder
agrees to comply with all such laws, regulations, rules and policies and agrees
to furnish to the Company any information, reports or undertakings required to
comply with, and to fully cooperate with, the Company in complying with such
laws, regulations, rules and policies.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
              4.4

            	
              Taxes

            


    

    


    The Board
and the Company may take all such measures as they deem appropriate to ensure
that the Company’s obligations under the withholding provisions under income tax
laws applicable to the Company and other provisions of applicable laws are
satisfied with respect to the issuance of Common Shares pursuant to the Plan or
the grant or exercise of Options under the Plan. Issuance of Common Shares or
delivery of share certificates for Common Shares purchased pursuant to the Plan
may be delayed, at the discretion of the Board, until the Board is satisfied
that the applicable requirements of income tax laws and other applicable laws
have been met.

    


    ARTICLE
5

    ADMINISTRATION

    


    
      	
              5.1

            	
              Administration

            


    

    


    The Plan
shall be administered by the Board. The Board may make, amend and repeal at any
time and from time to time such regulations not inconsistent with the Plan as it
may deem necessary or advisable for the proper administration and operation of
the Plan and such regulations shall form part of the Plan. The Board may
delegate to the Administrator or any director, officer or employee of the
Company such administrative duties and powers as it may see fit.

    


    
      	
              5.2

            	
              Interpretation

            


    

    


    The
interpretation by the Board of any of the provisions of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not
be subject to any dispute by any Option Holder. No member of the Board or any
person acting pursuant to authority delegated by it hereunder shall be liable
for any action or determination in connection with the Plan made or taken in
good faith and each member of the Board and each such person shall be entitled
to indemnification with respect to any such action or determination in the
manner provided for by the Company.

    


    ARTICLE
6

    AMENDMENT,
TERMINATION AND NOTICE

    


    
      	
              6.1 

            	
              Amendments

            


    

    


    The Board
may, subject to the approval of any regulatory authority whose approval is
required and the approval of shareholders where required by such regulatory
authority, amend the Plan or any Option at any time. Without limiting the
generality of the foregoing, the Board is specifically authorized to amend the
terms of the Plan or any Option without obtaining the approval of shareholders
in the following circumstances, subject to any limitations that may be
prescribed by the policies of the TSX from time to time:

    


    
      	
               
      

            	
              (a)

            	
              amendments
      of a “housekeeping” nature including, but not limited to, of a clerical,
      grammatical or typographical
nature;

            


    

    


    
      
        	 	
                (b)

              	
                to
      correct any defect, supply any information or reconcile any inconsistency
      in the Plan in such manner and to such extent as shall be deemed necessary
      or advisable to carry out the purposes of the
  Plan;

              


      

    

     

    
      	 	
              (c)

            	
              a
      change to the vesting provisions of any Option or the
  Plan;

            


    

    


    
      	
               
      

            	
              (d)

            	
              amendments
      to reflect any changes in requirements of any regulator or stock exchange
      to which the Company is subject;

            


    

    


    
      	
               
      

            	
              (e)

            	
              a
      change to the termination provisions of an Option which does not result in
      an extension beyond the original term of the
  Option;

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	 	
              (f)

            	
              in
      the case of any Option, the substitutions and/or adjustments contemplated
      under paragraph 3.9 of this Plan;

            


    

     

    
      	 	
              (g)

            	
              the
      addition of a cashless exercise feature, payable in cash or securities of
      the Company; and

            


    

     

    
      	 	
              (h)

            	
              a
      change to the class of Eligible Persons that may participate under the
      Plan,

            


    

    


    provided
that, in the case of any Option, no such amendment may, without the consent of
the Option Holder, materially decrease the rights or benefits accruing to such
Option Holder or materially increase the obligations of such Option Holder and
Disinterested Shareholder Approval is required for any reduction in the exercise
price of any Option or any extension of the term of an Option if the Option
Holder is an Insider at the time of the proposed amendment.

    


    
      	
              6.2 

            	
              Approvals

            


    

    


    The Plan
and any amendments hereto are subject to all necessary approvals of the
applicable Regulatory Authorities and shareholders.

    


    
      	
              6.3 

            	
              Termination

            


    

    


    The Board
may terminate the Plan at any time provided that such termination shall not
alter the terms or conditions of any Option or impair any right of any Option
Holder pursuant to any Option awarded prior to the date of such termination
which shall continue to be governed by the provisions of the Plan.

    


    
      	
              6.4 

            	
              Agreement

            


    

    


    The
Company and every Option awarded hereunder shall be bound by and subject to the
terms and conditions of the Plan. By accepting an Option granted hereunder, the
Option Holder has expressly agreed with the Company to be bound by the terms and
conditions of the Plan.

    


    
      	
              6.5 

            	
              Notice

            


    

    


    Any
notice or other communication contemplated under the Plan to be given by the
Company to an Option Holder shall be given by the Company delivering or faxing
the notice to the Option Holder at the last address for the Option Holder in the
Company’s records. Any such notice shall be deemed to have been given on the
date on which it was delivered, or in the case of fax, the next business day
after transmission. An Option Holder may, at any time, advise the Company of a
change in the Option Holder’s address or fax number.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    ADDENDUM
TO INCENTIVE STOCK OPTION PLAN

    OF
EXTORRE GOLD MINES LIMITED

    


    This
Addendum shall apply to any grant of Options made on the effective date of the
plan of arrangement with Exeter Resource Corporation (“Exeter”) to any holder
(“Exeter Optionholder”) of options of Exeter under its incentive stock option
plan, which is issued is made in accordance with the arrangement agreement dated
February 5, 2010 between the Company and Exeter (the “Arrangement
Agreement”).

    


    Notwithstanding
the terms of the Plan, the Option Price, Option Period and other terms
applicable to Options issued to each Exeter Optionholder in accordance with and
pursuant to the Arrangement Agreement, shall be modified as required to comply
with the terms of the Arrangement Agreement. In addition, the Board of Directors
of the Company may, in their sole discretion, waive the application of paragraph
3.4 (b), 3.4 (c) and 3.4 (d) to the extent that these provisions result in the
termination of any Options to which this Addendum applies.

    


    The Plan
shall apply to a grant of Options to which this Addendum applies except insofar
as the Plan is inconsistent with this Addendum. The Plan and this Addendum shall
be read and construed as one document for the purposes of a grant of Options to
which this Addendum applies.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    SCHEDULE
“A”

     

    EXTORRE
GOLD MINES LIMITED

    STOCK
OPTION PLAN

     

    OPTION
CERTIFICATE

     

    This
Certificate is issued pursuant to the provisions of the Extorre Gold Mines
Limited (the “Company”) Stock Option
Plan (the “Plan”) and evidences that ●
is the holder (the “Option Holder”) of an option (the “Option”) to
purchase up to ●
Common shares (the “Common Shares”) in the capital stock of the Company
at a purchase price of Cdn. $● per Common
Share.

    


    Subject
to the provisions of the Plan:

    


    
      	
              (a) 

            	
              the
      Award Date of the Option is●;

            


    

    


    
      	
              (b) 

            	
              the
      Fixed Expiry Date of the Option is●;

            


    

    


    
      	
              (c)

            	
              the
      vesting schedule of the Option is as
follows

            


    

     

    
      	 	
              (i)

            	
              ●;

            


    

    


    The
vested portion or portions of the Option may be exercised at any time and from
time to time from and including the Award Date through to 5:00 p.m. local time
in Vancouver, British Columbia on the Expiry Date by delivering to the
Administrator of the Plan an Exercise Notice, in the form attached, together
with this Certificate and a certified cheque or bank draft payable to the
Company in an amount equal to the aggregate of the Exercise Price of the Common
Shares in respect of which the Option is being exercised.

    


    This
Certificate and the Option evidenced hereby is not assignable, transferable or
negotiable and is subject to the detailed terms and conditions contained in the
Plan, the terms and conditions of which the Option Holder hereby expressly
agrees with the Company to be bound by. This Certificate is issued for
convenience only and in the case of any dispute with regard to any matter in
respect hereof, the provisions of the Plan and the records of the Company shall
prevail.

    


    The
Option is also subject to the terms and conditions contained in the schedules,
if any, attached hereto. All terms not otherwise defined in this Certificate
shall have the meanings given to them under the Plan.

    


    Dated
this ●
day of ●.

     

    ●

    Per:

     

      
        

      

    

    
      Administrator,
Stock Option Plan

        

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      OPTION
CERTIFICATE -
SCHEDULE

    

     

    The
additional terms and conditions attached to the Option represented by this
Option Certificate are as follows:

     

    
      
        	
                1.

              	
                ●;
      and

              


      

    

     

    
      	
              2.

            	
              ●.

            


    

     

    ●

     

    Per:

    
       

        
          

        

      

      
        Administrator,
Stock Option Plan

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

      

    

     

    SCHEDULE
“B”

     

    EXTORRE
GOLD MINES LIMITED

    STOCK
OPTION PLAN

     

    EXERCISE
NOTICE

     

    
      	
              TO:

            	
              The
      Administrator, Stock Option Plan

            


    

    Extorre
Gold Mines Limited (the “Company”)

    Suite
1260 – 999 West Hastings Street

    Vancouver,
British Columbia, V6C 2W2

    


    The
undersigned hereby irrevocably gives notice, pursuant to the Company’s Stock
Option Plan (the “Plan”), of the exercise of the Option to acquire and hereby
subscribes for (cross out inapplicable
item):

    


    
      	
              (a)

            	
              all
      of the Common Shares; or

            


    

     

    
      	
              (b)

            	
              _________________
      of the Common Shares;

            


    

     

    which are the subject of
the Option Certificate attached hereto.

     

    The
undersigned tenders herewith a certified cheque or bank draft (circle one) payable to the Company in an
amount equal to the aggregate Exercise Price of the aforesaid Common Shares
exercised and directs the Company to issue the certificate evidencing said
Common Shares in the name of the undersigned to be mailed to the undersigned at
the following address:

    
       

      
        

      

       

      
        
 

      
        
 

        

      

       

    

    By
executing this Exercise Notice, the undersigned hereby confirms that the
undersigned has read the Plan and agrees to be bound by the provisions of the
Plan. All terms not otherwise defined in this Exercise Notice shall have the
meanings given to them under the Plan or the attached Option
Certificate.

     

    DATED the
______ day of ____________________, ________.

     

    
      
        
          
            	 	 
      
	 	
                    Signature
      of Option Holder

                  


          

        

      

    

    
    

    
      
        
        

      

      
        17