Primero Mining Corp.: Exhibit 4.5 - Filed by newsfilecorp.com






EXECUTION COPY 

ASSET PURCHASE AGREEMENT 

-BETWEEN- 

MCEWEN MINING INC. 

-AND- 

PRIMERO MINING CORP. 

___________________________________

AUGUST 25, 2017





TABLE OF CONTENTS 

	ARTICLE
      1
      INTERPRETATION 	1
    
	 	 
	1.1 	Defined Terms 	1 
	1.2 	Certain Rules of Interpretation 	12
    
	 	 	 
	ARTICLE
      2 PURCHASED ASSETS AND PURCHASE PRICE 	14
    
	 	 
	2.1 	Purchase and Sale of Assets 	14
    
	2.2 	Excluded Assets 	14
    
	2.3 	Assumed Liabilities 	14
    
	2.4 	Excluded Liabilities 	15
    
	2.5 	Purchase Price 	16
    
	2.6 	Allocation of Purchase Price
	16
    
	2.7 	Assignment of Rights to the Purchased Assets
	17
    
	2.8 	Amounts Received Post-Closing
    	17
    
	2.9 	Purchase Price Adjustment 	17
    
	 	 	 
	ARTICLE
      3 REPRESENTATIONS AND WARRANTIES 	18
    
	 	 
	3.1 	Representations and Warranties of Primero 	18
    
	3.2 	Representations and Warranties
      of McEwen 	18
    
	 	 	 
	ARTICLE
      4 COVENANTS 	18
    
	 	 
	4.1 	Conduct of Business of the
      Purchased Assets Prior to the Closing 	18
    
	4.2 	Covenants of Primero Relating to the
      Transaction 	19
    
	4.3 	Covenants of McEwen Relating to
      the Transaction 	20
    
	4.4 	Required Consents and Approvals 	21
    
	4.5 	Access to Information and
      Access for Due Diligence 	22
    
	4.6 	Public Communications 	22
    
	4.7 	Surety Arrangements 	22
    
	4.8 	Tax Matters 	23
    
	4.9 	Employment Matters 	24
    
	4.10 	Assistance with Financial Statements 	25
    
	4.11 	Transition Services Agreement
    	26
    
	4.12 	Schedules to this Agreement 	26
    
	 	 	 
	ARTICLE 5 NON-SOLICITATION
    	26
    
	 	 
	5.1 	Non-Solicitation
    	26
    
	 	 	 
	ARTICLE
      6 CONDITIONS 	27
    
	 	 
	6.1 	Mutual Conditions Precedent 	27
    
	6.2 	Additional Conditions Precedent
      to the Obligations of McEwen 	27
    
	6.3 	Additional Conditions Precedent to the
      Obligations of Primero 	29
    
	 	 	 
	ARTICLE
      7 TERM AND TERMINATION 	30
    
	 	 
	7.1 	Termination 	30
    
	7.2 	Effect of Termination 	31
    


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	ARTICLE
      8 CLOSING 	31
    
	 	 
	8.1 	Date, Time and Place of Closing
    	31
    
	 	 	 
	ARTICLE
      9 INDEMNIFICATION 	31
    
	 	 
	9.1 	Survival 	31
    
	9.2 	Indemnification By Primero 	32
    
	9.3 	Indemnification By McEwen 	32
    
	9.4 	Certain Limitations 	33
    
	9.5 	Indemnification Procedures 	33
    
	9.6 	Payments 	35
    
	9.7 	Tax Treatment of
      Indemnification Payments 	36
    
	9.8 	One Recovery 	36
    
	9.9 	Duty to Mitigate 	36
    
	9.10 	Effect of Investigation 	36
    
	9.11 	Exclusive Remedies 	36
    
	9.12 	Trusts 	36
    
	 	 	 
	ARTICLE
      10 GENERAL PROVISIONS 	37
    
	 	 
	10.1 	Amendments 	37
    
	10.2 	Expenses 	37
    
	10.3 	Injunctive Relief and Remedies 	37
    
	10.4 	Privacy Matters 	37
    
	10.5 	Further Assurances 	38
    
	10.6 	Notices 	39
    
	10.7 	Time of the Essence 	40
    
	10.8 	Third Party Beneficiaries 	40
    
	10.9 	Brokerage and Finder's Fees 	40
    
	10.10 	Waiver 	40
    
	10.11 	Entire Agreement 	40
    
	10.12 	Successors and Assigns 	40
    
	10.13 	Severability 	41
    
	10.14 	Governing Law 	41
    
	10.15 	Rules of Construction 	41
    
	10.16 	Counterparts 	41
    



	SCHEDULES 	DESCRIPTION 
	  	  
	Schedule "A" 	Assumed Contracts 
	Schedule "B" 	Acquired Equipment 
	Schedule "C" 	Excluded Assets 
	Schedule "D" 	Acquired Fixed Assets 
	Schedule "E" 	Acquired Intellectual Property
    
	Schedule "F" 	Acquired Properties 
	Schedule "G" 	Acquired Royalties 
	Schedule "H" 	Required Consents and Approvals 
	Schedule "I" 	Representations and Warranties
      of Primero 
	Schedule "J" 	Representations and Warranties of McEwen 
	Schedule "K" 	Permitted Encumbrances 
	Exhibit A 	Form of Bill of Sale
  


-ii- 




-iii- 




ASSET PURCHASE AGREEMENT 

THIS AGREEMENT is made as of August 25, 2017,

BETWEEN: 

MCEWEN MINING
INC., a corporation existing under the laws the State of Colorado 

("McEwen") 

- and - 

PRIMERO MINING
CORP., a corporation existing under the laws of the Province of British
Columbia 

("Primero") 

WHEREAS Primero is the
beneficial and registered owner of the Purchased Assets (as defined herein);


AND WHEREAS Primero
desires to sell and assign or transfer, and McEwen desires to purchase and
assume, the Purchased Assets and the Assumed Liabilities (as defined herein)
upon and subject to the terms and conditions set out in this Agreement; 

NOW THEREFORE, in
consideration of the covenants and agreements herein contained and other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Parties (as defined herein) agree as follows: 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      Defined Terms



As used in this Agreement, the following terms have the
following meanings: 

"Aboriginal Claims" means any and all claims, whether
proven or unproven, by any person to or in respect of: (i) rights, title or
interests of any Aboriginal Group by virtue of its status as an Aboriginal
Group; (ii) treaty rights; (iii) Métis rights, title or interests; or (iv)
specific or comprehensive claims being considered by the Government of Canada;
and includes any alleged or proven failure of the Crown to satisfy any of its
duties to any claimant of any of the foregoing, whether such failure is in
respect of matters before, on or after the Closing Date; 

"Aboriginal Group" means any First Nation, Métis, Inuit,
community, aboriginal group or person, Indian Act band, tribal council, band
council or other aboriginal organization in Canada; 

"Acquired Equipment" means the equipment of
Primero described in Schedule "B"; 

"Acquired Fixed Assets" means the fixed assets of
Primero described in Schedule "D"; 

"Acquired Intellectual Property" means: all Intellectual
Property and IP Licenses, including that Intellectual Property described in Schedule "E", together with: (i) all copies and tangible
embodiments of the foregoing (in whatever form or medium); and (ii) all
improvements, modifications, translations, adaptations, refinements,
derivations, and combinations thereof acquired, created, developed or conceived
by or on behalf of Primero as of the Closing Date; 




-2- 

"Acquired Properties" means, collectively, the
Black Fox Complex and the Grey Fox Property, each as described in Schedule "F", and "Acquired Property" means
either one of them; 

"Action" means any claim, action, cause of action,
demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding,
litigation, citation, summons, subpoena or investigation of any nature, civil,
criminal, administrative, regulatory or otherwise, whether at law or in equity;


"Adjustment Date" means September 30, 2017, or such
other date as is agreed upon in writing by the Parties that is not more than
five (5) Business Days prior to the Closing Date; 

"affiliate" has the meaning specified in National
Instrument 45-106 – Prospectus Exemptions; 

"Agreement" means this asset purchase agreement,
including the schedules attached hereto; 

"Assignee Purchaser" has the meaning ascribed thereto in
Section 4.8(a); 

"Assumed Contracts" means the Contracts listed in Schedule "A"; 

"Assumed Liabilities" has the meaning ascribed thereto
in Section 2.3(b); 

"Authorization" means, with respect to any Person, any
order, permit, Environmental Permit, approval, certificate, grant, agreement,
classification, restriction, consent, waiver, licence, registration or similar
authorization of, from or required by any Governmental Entity having
jurisdiction over the Person; 

"Basket" has the meaning ascribed thereto in Section 9.4; 

"Black Fox Complex" means the mine, mill, mining
operations, group of mining claims and permits and related assets located in the
Township of Black River - Matheson, Ontario and owned and operated by Primero,
as more particularly described in Schedule "F"; 

"BMO" means the Bank of Montreal; 

"BMO Credit Agreement" means the credit agreement dated
as of May 23, 2014 between, inter alia, Primero as borrower, BMO as the
administrative agent and the lenders party thereto, as amended by a first
amending agreement dated as of December 22, 2014, a second amending agreement
dated as of February 5, 2014, a third amending agreement dated as of December
31, 2015, a fourth amending agreement dated as of December 28, 2016, a fifth
amending agreement dated as of March 30, 2017, and as further amended, restated,
modified or supplemented from time to time; 

"Books and Records" means all information in any form
primarily relating to the Purchased Assets and the Assumed Liabilities,
including books of account, personnel records, sales and purchase records,
customer and supplier lists, lists of potential customers, referral sources,
research and development reports and records, production reports and records,
business reports, plans and projections, marketing and advertising materials,
corporate seals, equipment logs, operating guides and manuals, business reports,
plans and projections and all other documents, files, correspondence, e-mails,
Authorizations, environmental management systems (including data collected for
the purpose of compliance with Environmental Laws and the preparation of reports
to Governmental Entities), all geological, geophysical, geochemical and test
data and all other information (including internal and external studies,
analyses and other work products) in relation to the Acquired Properties
acquired, proved, gained or developed heretofore in the possession or under the
control of Primero; (in each case, whether in written, printed, electronic or
computer printout form, or stored on computer discs or other data and software
storage and media devices); 




-3- 

"Business Day" means any day of the year, other than a
Saturday, Sunday or any day on which major banks are closed for business in
Toronto, Ontario; 

"CDE" means Canadian development expense or cumulative
Canadian development expense, as the context requires, as defined in the Tax
Act; 

"CEE" means Canadian exploration expense or cumulative
Canadian exploration expense, as the context requires, as defined in the Tax
Act; 

"Closing" means the consummation of the Transaction;


"Closing Date" means October 2, 2017, or such other date
as the Parties may agree in writing; 

"Closing Date Assets" means, in relation to the
Purchased Assets: (i) any prepaid expenses; (ii) any receivables of Primero; and
(iii) such other assets that were acquired and paid for by Primero prior to the
Adjustment Date and that will be for the benefit of McEwen after the Closing
Date; in each case that exist as at the Adjustment Date and that are agreed upon
by Primero and McEwen in accordance with Section 2.9(b);


"Closing Date Liabilities" means, in relation to the
Purchased Assets: (i) any realty taxes and local improvement rates; (ii) any
utility and water charges; (iii) any assessment rates; (iv) any mining rents and
mining taxes; and (v) trade payables and accruals related to the conversion of
ore into Mineral Product that is an Excluded Asset or that provides Primero
economic benefit as the Parties may reasonably agree; in each case that are
accrued and unpaid as at the Adjustment Date and that are agreed upon by Primero
and McEwen in accordance with Section 2.9(b); 

"Closing Time" means 12:01 a.m. or such other time as
the Parties may agree in writing on the Closing Date; 

"Closure Plans" means the following certified closure
plans that have been approved by the MNDM pursuant to the Mining Act in
connection with the Purchased Assets: (i) Mine Closure Plan Amendment Plan
(Apollo Gold Corporation) for the Black Fox Mining Site dated June, 2010 and
approved by the MNDM on October 5, 2010; (ii) the Closure Plan Amendment
prepared for the Black Fox Milling Site (Apollo Gold Corporation) dated
November, 2008 and approved by the MNDM in November, 2008, as amended by the
Closure Plan Amendment for the Black Fox Milling Site (Apollo Gold Corporation)
dated March, 2010 and approved by the MNDM on July 7, 2010; and (iii) the
Advanced Exploration Closure Plan (Brigus Gold Corporation) for the Grey Fox
Project dated March 27, 2013 and approved by the MNDM on June 14, 2013; 

"Competing Transaction" has the meaning ascribed thereto
in Section 5.1; 

"Completed Schedules" has the meaning ascribed thereto
in Section 4.12; 

"Contract" means any written agreement, commitment,
engagement, contract, franchise, licence, lease, obligation, undertaking or
joint venture relating to the Purchased Assets and to which Primero is a party
or by which Primero is bound or affected; 

"Data Room Materials" means the materials contained in
the virtual data room (established by Primero) as at 12:01 a.m. on August 25,
2017 and listed or described on the index thereof to be attached to the
Disclosure Letter on or before the Schedule Delivery Deadline; 

"Direct Claim" has the meaning ascribed thereto in
Section 9.5(c); 




-4- 

"Disclosing Party" has the meaning ascribed thereto in
Section 10.4(g); 

"Disclosure Letter" means the disclosure letter dated
the date of this Agreement and delivered by Primero to McEwen with this
Agreement; 

"Employee Obligations" means all accrued wages,
salaries, commissions, vacation pay, overtime pay, incentive compensation,
expenses, sick leave benefits, obligations under stock option plans, other
employee benefits and all premiums for employment insurance, employer health
tax, worker’s compensation, and Canada Pension Plan; 

"Employees" means the employees who are presently
employed by Primero whose employment relates primarily to the Purchased Assets,
including contract employees and employees currently on sick leave, disability,
maternity leave, workers' compensation leave or any other authorized leave of
absence or layoff; 

"Encumbrance" means any encumbrance of any kind
whatsoever on property, including any privilege, mortgage, hypothec, lien,
charge, pledge, security interest, lease, sublease, adverse claim, right of
first offer or refusal, right of way, royalty, easement, encroachment or any
other option, right or claim of others of any kind whatever, whether
contractual, statutory or otherwise, arising; 

"Environmental Laws" means all Laws imposing
obligations, responsibilities, liabilities or standards of conduct for or
relating to the protection of the environment and mine site operation, closure
or Reclamation, and includes: (i) the regulation or control of pollution,
contamination, activities, materials, substances or wastes in connection with or
for the protection of the environment or natural resources (including climate,
air, surface water, groundwater, wetlands, land surface, subsurface strata,
wildlife, aquatic species and vegetation); or (ii) the use, generation,
disposal, treatment, processing, recycling, handling, transport, distribution,
destruction, transfer, import, export or sale of Hazardous Substances; and (iii)
Environmental Permits; 

"Environmental Liabilities" means all liabilities,
obligations, responsibilities, losses, damages, costs (including control,
remedial and removal costs, investigation costs, capital costs, operation and
maintenance costs), expenses, fines, penalties and sanctions whether or not a
proceeding is commenced, a judgment obtained or order issued, incurred as a
result of, arising under or related to any: (i) Release or presence of a
Hazardous Substance; (ii) use, generation, disposal, treatment, processing,
recycling, handling, transport, transfer, import, export or sale of a Hazardous
Substance; (iii) environmental cleanup, Reclamation, remediation or closure
obligations resulting from the operations or activities conducted in connection
with the Purchased Assets ; and (iv) non-compliance with Environmental Law; 

"Environmental Permits" means all permits, certificates,
approvals, consents, authorizations, registrations, licenses or program
participation requirements with or from any Governmental Entity under any
Environmental Laws; 

"Excluded Assets" has the meaning ascribed thereto in
Section 2.2; 

"Excluded Liabilities" has the meaning ascribed thereto
in Section 2.4; 

"Financial Assurance" means bonds, letters of credit,
guarantees and other instruments or arrangements securing or guarantying
performance of obligations with respect to the operation, closure, Reclamation
or remediation of the Acquired Properties; 

"Fundamental Representations" means the representations
and warranties set forth in Sections (1) Organization and Qualification,
(2) Authority Relative to this Agreement and (8)(a), (g) and (k)
Acquired Properties and Mineral Rights of Schedule "I" and Sections (1) Organization and
Qualification, (2) Authority Relative to this Agreement of Schedule "J" and (4) Financing; 




-5-

"Governmental Entity" means: (i) any international,
  multinational, national, federal, provincial, territorial, state, regional,
  municipal, local or other government, governmental or public department, central
  bank, court, tribunal, arbitral body, commission, board, bureau, ministry,
  agency or instrumentality, whether domestic or foreign; (ii) any subdivision or
  authority of any of the above; (iii) any quasi-governmental or private body
  exercising any regulatory, expropriation or taxing authority under or for the
account of any of the foregoing; or (iv) any stock exchange; 

"Governmental Order" means any order, writ, judgment,
injunction, decree, stipulation, determination or award entered by or with any
Governmental Entity; 

"Grey Fox Property" means the exploration property owned
by Primero and located approximately four (4) kilometers south-east of the Black
Fox Complex, as more particularly described in Schedule
"F"; 

"Hazardous Substance" means any pollutant, contaminant,
waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or
otherwise hazardous or deleterious substance, waste or material, including
cyanide, sulphuric acid, hydrogen sulphide, arsenic, cadmium, copper, lead,
mercury, petroleum substance, polychlorinated biphenyls, asbestos and
urea-formaldehyde insulation, and any other material, substance, pollutant or
contaminant regulated or defined pursuant to, or that could result in liability
under, any Environmental Law, and includes any tailings and waste rock; 

"IFRS" means generally accepted accounting principles as
set out in the CPA Canada Handbook – Accounting for an entity that prepares its
financial statements in accordance with International Financial Reporting
Standards, at the relevant time, applied on a consistent basis with past
practice as they relate to the Purchased Assets, Assumed Liabilities, Excluded
Assets and Excluded Liabilities; 

"Inactive Employees" has the meaning ascribed thereto in
Section 4.9(c); 

"Indemnified Party" has the meaning ascribed thereto in
Section 9.5; 

"Indemnifying Party" has the meaning ascribed thereto in
Section 9.5; 

"Intellectual Property" means any and all industrial or
intellectual property and any right or protection associated therewith (whether
foreign or domestic, registered or unregistered) owned by Primero and used
exclusively in the operation, conduct or maintenance of the Purchased Assets, as
it is currently and has historically been operated, conducted or maintained,
including: (i) all inventions (whether patentable or unpatentable and whether or
not reduced to practice), and all patents, patent applications and patent
disclosures, together with all reissuances, continuations, divisions,
continuations-in-part, revisions, extensions and re-examinations thereof; (ii)
all trade names, trade dress and all goodwill associated therewith in connection
with the Acquired Properties; (iii) all copyrightable works, all copyrights and
all applications, registrations and renewals in connection therewith; (iv) all
industrial designs and all applications, registrations and renewals in
connection therewith; (v) all computer software (including all source code,
object code and related documentation), all comments and notes, flow charts,
diagrams, tools, development environments, utilities and any other materials
necessary or useful for the modification, support and/or maintenance of such
software; (vi) any and all rights in respect of any industrial or intellectual
property rights obtained and used by Primero exclusively in connection with the
Purchased Assets under any consents, licenses, permissions or authorizations of
any third parties; 

"Inventory" means ore stockpiles, ore on leach pads or
in leach circuits, loaded carbon on site or other minerals in process, but not
including Mineral Products;




-6- 

“IP Licenses” means all consents, licenses, permissions
and authorizations in favour of Primero for the use of any intellectual property
of third parties by Primero exclusively in the operation, conduct or maintenance
of the Purchased Assets; 

"Law" means, with respect to any Person, any and all
applicable law (statutory, common law or otherwise), constitution, treaty,
convention, ordinance, code, rule, regulation, order, injunction, judgment,
decree, ruling or other similar requirement, whether domestic or foreign,
enacted, adopted, promulgated or applied by a Governmental Entity that is
binding upon or applicable to such Person or its business, undertaking, property
or securities, and to the extent that they have the force of law, policies,
guidelines, notices and protocols of any Governmental Entity, as amended unless
expressly specified otherwise; 

"Liabilities" means liabilities, obligations or
commitments of any nature whatsoever, asserted or unasserted, known or unknown,
absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise;


"Losses" means losses, damages, Liabilities,
deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or
expenses of whatever kind, including reasonable attorneys' fees and the cost of
enforcing any right to indemnification hereunder and the cost of pursuing any
insurance providers; provided, however, that "Losses" shall not include
any special, indirect, consequential, punitive or aggravated damages, except in
the case of fraud, criminal activity or willful misconduct or to the extent
actually awarded in respect of a Third Party Claim; 

"Material Contract" means any Contract (or amendment
thereto) that: (i) is material to the operational activities relating to the
Purchased Assets; (ii) if terminated by the other party, would reasonably be
expected to result in a Primero Material Adverse Effect; (iii) that contains any
non-competition obligations restricting in any material way the business
conducted on the Acquired Properties or using the Purchased Assets; or (iv)
where the amount to be paid and/or the amount to be received by Primero exceeds
$350,000; 

"McEwen" means McEwen Mining Inc., a corporation
existing under the laws of the State of Colorado; 

"McEwen Board" means the board of directors of McEwen;


"McEwen Financial Assurance" has the meaning ascribed
thereto in Section 4.7; 

"McEwen Indemnitees" has the meaning ascribed thereto in
Section 9.2; 

"McEwen Material Adverse Effect" means any event,
occurrence, fact, condition or change that is, or could reasonably be expected
to be, individually or in the aggregate, materially adverse to: (i) the
business, results of operations, condition (financial or otherwise) or assets
related to or associated with McEwen; or (ii) the ability of McEwen to
consummate the Transaction by the Outside Date; provided, however, that any
event, occurrence, fact, condition or change that is primarily caused by (A)
conditions affecting the Canadian, United States, Mexican or Argentinian economy
generally (except to the extent any such event, occurrence, fact, condition or
change has a disproportionate adverse impact on McEwen relative to other gold
mining companies of similar size in the relevant jurisdiction), (B) conditions
affecting the mining industry or gold mining industry generally (except to the
extent any such event, occurrence, fact, condition or change has a
disproportionate adverse impact on McEwen relative to other gold mining
companies of similar size in the relevant jurisdiction), (C) the execution,
announcement, pendency or performance of this Agreement or the consummation of
the Transaction or any public statements made by third parties in response to
the announcement, pendency or performance of the Transaction, (D) any act of
terrorism, war (whether or not declared), armed hostilities, riots,
insurrection, civil disorder, military conflicts, political instability or other
armed conflict, national calamity, national crisis or national emergency, or any
governmental response to any of the foregoing, (E) any climatic or other natural events or conditions (including any natural
disaster), (F) any change or proposed change in law or accounting rules or the
interpretation thereof applicable to the industry or markets in which Primero or
McEwen operates (and any changes resulting therefrom), (G) any change, effect,
event or development generally affecting the industry or markets in which
Primero or McEwen operates, (H) the failure of McEwen to meet any internal,
published or public projections, forecasts, guidance or estimates, including in
relation to production, revenues, earnings or cash flows (it being understood
that the causes underlying such failure may be taken into account in determining
whether a McEwen Material Adverse Effect has occurred), (I) any change in the
market price or trading volume of any securities of McEwen (it being understood
that the causes underlying such change in market price or trading volume may be
taken into account in determining whether a McEwen Material Adverse Effect has
occurred), or (J) the failure of McEwen to complete a financing to raise
sufficient funds to cover the Purchase Price; in the case of each of (A) to (J),
inclusive, above shall not be deemed to constitute a McEwen Material Adverse
Effect; 




-7-

"McEwen Severance Obligations" means all
  severance and termination payment obligations owing by McEwen to Transferred
  Employees as a result of the termination of such Transferred Employees’
  employment, including notice of termination, termination pay, severance pay,
  damages for wrongful dismissal and other obligations and Liabilities arising
  from the cessation of employment, whether arising in respect of such employment
prior to or after the Closing Time; 

"Mineral Products" means all gold doré, refined gold and
bullion derived from operating any Acquired Property; 

"Mineral Rights" means the rights to prospect and
explore for, to develop and to mine minerals on, in or under any lands
comprising the Acquired Properties; 

"Mining Act" means the Mining Act (Ontario); 

"MNDM" means the Ontario Ministry of Northern
Development and Mines or any successor department or agency; 

"Money Laundering Laws" has the meaning ascribed thereto
in Section (23) of Schedule "I";


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

"NYSE" means the New York Stock Exchange; 

"officer" has the meaning ascribed thereto in the
Securities Act; 

"Ordinary Course" means, with respect to an action taken
by Primero, that such action is consistent with the past practices of Primero,
is taken in the ordinary course of the normal day-to-day operations of the
business of Primero and is in the ordinary course of the mining business,
consistent with industry standards and not in violation of applicable Laws,
including Environmental Laws; 

"Outside Date" means October 31, 2017; 

"Parties" means McEwen and Primero and "Party"
means either of them; 

"Permitted Encumbrance" means, in respect of the
Purchased Assets: 

	 	(a) 	
      the reservations, limitations, provisos and conditions
      expressed in any original grant from a Governmental Entity and any
      statutory exceptions to title;







-8- 

	 	(b) 	
      agreements with any Governmental Entity and any public
      utilities or private suppliers of services that are identified in the
      Disclosure Letter or that in each case do not materially detract from the
      value or materially interfere with the use of the real or immovable
      property subject thereto;

	 	 	 
	 	(c) 	
      any Aboriginal Claims;

	 	 	 
	 	(d) 	
      Encumbrances for Taxes that are inchoate or not
      delinquent;

	 	 	 
	 	(e) 	
      the royalties set out in Schedule
      "G"; and

	 	 	 
	 	(f) 	
      all Encumbrances described in Schedule
      "K";



"Person" includes any individual, partnership,
association, body corporate, organization, trust, estate, trustee, executor,
administrator, legal representative, government (including Governmental Entity),
syndicate or other entity, whether or not having legal status; 

"Prime Rate" means the annual rate of interest announced
by BMO (or its successor), or any other Canadian chartered bank agreed to by the
Parties, from time to time as its reference rate then in effect for determining
interest rates on Canadian dollar commercial loans made by it in Canada; 

"Primero" means Primero Mining Corp., a corporation
existing under the laws of the Province of British Columbia; 

"Primero Benefit Plans" means any pension plans or other
employee compensation, or benefit plans, agreements, policies, programs,
arrangements or practices, whether written or oral, which are maintained by or
binding upon Primero or for which Primero could have any liability and which
relate to Employees; 

"Primero Board" means the board of directors of Primero;


"Primero Cash Collateral" means any cash collateral in
relation to the Primero Financial Assurance; 

"Primero Financial Assurance" means, collectively: (i)
the closure plan performance bond #BDTO-430011-015 dated March 27, 2015, issued
by Liberty Mutual Insurance Company in an amount equal to C$15,090,108 in favour
of MNDM; (ii) the closure plan performance bond #BDTO-430010-015 dated March 27,
2015, issued by Liberty Mutual Insurance Company in an amount equal to
C$5,179,100 in favour of MNDM; (iii) the closure plan performance bond
#BDTO-430012-015 dated March 27, 2015, issued by Liberty Mutual Insurance
Company in an amount equal to C$215,675 in favour of MNDM; 

"Primero Indemnitees" has the meaning ascribed thereto
in Section 9.3; 

"Primero Licensed Software” means licenses by third
parties to Primero in respect of software used generally by Primero for
corporate and operational purposes, including but not exclusively for the
benefit of the Purchased Assets, including Deswik mine planning, CAE EPS and CAE
Datamine; 

"Primero Material Adverse Effect" means any event,
occurrence, fact, condition or change that is, or could reasonably be expected
to be, individually or in the aggregate, materially adverse to: (i) the
business, results of operations, condition (financial or otherwise) or assets
related to or associated with the Purchased Assets; (ii) the value of the
Purchased Assets; or (iii) the ability of Primero to consummate the Transaction
by the Outside Date; provided, however, that any event, occurrence, fact,
condition or change that is primarily caused by (A) conditions affecting the
Canadian or United States economy generally (except to the extent any such
event, occurrence, fact, condition or change has a disproportionate adverse
impact on the Purchased Assets relative to other similarly situated gold
exploration, development or production projects), (B) conditions affecting the mining
industry or gold mining industry generally (except to the extent any such event,
occurrence, fact, condition or change has a disproportionate adverse impact on
the Purchased Assets relative to other similarly situated gold exploration,
development or production projects), (C) the execution, announcement, pendency
or performance of this Agreement or consummation of the Transaction or any
public statements made by third parties in response to the announcement,
pendency or performance of the Transaction, (D) any act of terrorism, war
(whether or not declared), armed hostilities, riots, insurrection, civil
disorder, military conflicts, political instability or other armed conflict,
national calamity, national crisis or national emergency, or any governmental
response to any of the foregoing, (E) any climatic or other natural events or
conditions (including any natural disaster), (F) any change or proposed change
in law or accounting rules or the interpretation thereof applicable to the
industry or markets in which Primero or McEwen operates (and any changes
resulting therefrom), (G) any change, effect, event or development generally
affecting the industry or markets in which Primero or McEwen operates, (H) the
failure of Primero to meet any internal, published or public projections,
forecasts, guidance or estimates, including in relation to production, revenues,
earnings or cash flows (it being understood that the causes underlying such
failure may be taken into account in determining whether a Primero Material
Adverse Effect has occurred), (I) any change in the market price or trading
volume of any securities of Primero (it being understood that the causes
underlying such change in market price or trading volume may be taken into
account in determining whether a Primero Material Adverse Effect has occurred),
(J) any action taken (or omitted to be taken) by Primero or any of its
subsidiaries which is required to be taken (or omitted to be taken) pursuant to
this Agreement or that is requested or consented to by McEwen in writing, (K)
any matter which has been disclosed by Primero in the Disclosure Letter, or (L)
the delisting of the common shares of Primero from the NYSE; in the case of each
of (A) to (L), inclusive, above shall not be deemed to constitute a Primero
Material Adverse Effect; 




-9-

"Primero Public Documents" means all documents or
  information filed on SEDAR or EDGAR by Primero under applicable Securities Laws
since and including January 1, 2015 to and including the date hereof; 

"Primero Severance Obligations" means all
severance and termination payment obligations owing by Primero to Employees,
other than Transferred Employees, as a result of the termination of such
Employees’ employment, including notice of termination, termination pay,
severance pay, damages for wrongful dismissal and other obligations and
Liabilities arising from the cessation of employment; 

"Prospective Employees" has the meaning ascribed thereto
in Section 4.9(c); 

"Purchase Price" has the meaning ascribed thereto in
Section 2.5; 

"Purchased Assets" means all of Primero's rights, title
and interest in, to and under all of the assets, properties and rights of every
kind and nature, whether real, personal or mixed, tangible or intangible
(including goodwill), wherever located and whether now existing or hereafter
acquired (other than the Excluded Assets), in each case which relate to, or are
used or held for use in connection with, the Acquired Properties as of the
Closing Time, including the following:

	 	(a) 	
      the Acquired Properties;

	 	 	 
	 	(b) 	
      all Authorizations which are held by Primero and required
      for the conduct of the Acquired Properties as currently conducted or for
      the ownership and use of the Purchased Assets that are transferrable under
      Law;

	 	 	 
	 	(c) 	
      all improvements, buildings, mill sites, mill,
      facilities, plant, offices, laboratories, fixtures, tunnels, adits,
      drifts, power lines, roads and other similar
facilities;







-10- 

	 	(d) 	
      all Tangible Property;

	 	 	 
	 	(e) 	
      the Acquired Equipment;

	 	 	 
	 	(f) 	
      the Acquired Fixed Assets;

	 	 	 
	 	(g) 	
      all tailings, dams and similar property and structures on
      the Acquired Properties;

	 	 	 
	 	(h) 	
      the Acquired Intellectual Property;

	 	 	 
	 	(i) 	
      any and all goodwill and any other intangibles associated
      with the business and operations relating to the Purchased
  Assets;

	 	 	 
	 	(j) 	
      all Closing Date Assets;

	 	 	 
	 	(k) 	
      all Inventory derived from the exploitation and mining of
      the Acquired Properties;

	 	 	 
	 	(l) 	
      all rights, benefits and entitlements of Primero under
      the Assumed Contracts;

	 	 	 
	 	(m) 	
      all prepaid expenses, credits, advance payments, claims,
      security, refunds, rights of recovery, rights of set-off, rights of
      recoupment, deposits, charges, sums and fees, rights under warranties,
      indemnities and similar rights against third parties, in each case, to the
      extent that such assets are not Excluded Assets or the Purchaser did not
      assume the Liabilities relating thereto;

	 	 	 
	 	(n) 	
      all proceeds of insurance received by, or payable to,
      Primero on account of loss of or damage to the Purchased Assets occurring
      during the period commencing on July 14, 2017 and ending on the Closing
      Date, to the extent that such proceeds are not included in any adjustments
      to the Purchase Price made pursuant to the Statement of Adjustments;
      and

	 	 	 
	 	(o) 	
      the Books and Records;



"Recipient" has the meaning ascribed thereto in Section
10.4(g); 

"Reclamation" means the reclamation, restoration or
closure of any facility or land after it has been utilized in any exploration,
mining or processing operation required by any Law or any franchises, approvals,
authorizations, permits, licenses, easements, registrations, qualifications,
leases, variances and similar rights obtained from any Governmental Authority,
including those required under Environmental Laws, including the Mining Act;


"Release" means any release, spill, emission, leaking,
pumping, pouring, emitting, emptying, escape, injection, deposit, disposal,
discharge, dispersal, dumping, leaching or migration of any Hazardous Substance
in the natural environment, including the movement of Hazardous Substance
through or in the air, soil, surface water, ground water or property; 

"Representatives" means the officers, directors,
employees, representatives and agents of a Party or any of its affiliates; 

"Required Consents and Approvals" means those consents
and approvals listed in Schedule "H"; 

"Sandstorm" means Sandstorm Resources Ltd.; 




-11- 

"Sandstorm Gold Stream Agreement" means the gold stream
agreement dated November 9, 2010 between Brigus Gold Corp. and Sandstorm; 

"Schedule Delivery Deadline" means August 31, 2017; 

"Securities Act" means the Securities Act
(Ontario); 

"Securities Laws" means the Securities Act and all
rules, regulations, published notices and instruments thereunder, and all
comparable securities Laws in each of the provinces of Canada and in the United
States of America; 

"Statement of Adjustments" means the statement of
adjustments to be delivered by Primero to McEwen in accordance with Section
2.9(b); 

"Subsidiary" means, with respect to any Person, any body
corporate of which more than 50% of the outstanding shares ordinarily entitled
to elect a majority of the board of directors thereof (whether or not shares of
any other class shall or might be entitled to vote upon the happening of any
event or contingency) are at the time owned directly or indirectly by such
Person and shall include any body corporate, partnership, joint venture or other
entity over which it exercises direction or control or which it is in a
relationship like a subsidiary; 

"Tangible Property" means all equipment and machinery
(whether mobile or otherwise), drill samples and drill cores, rolling stock,
materials, consumables, supplies and warehouse inventory, maintenance supplies,
furniture, fixtures, improvements, tooling, office equipment, computers and
other tangible property owned by Primero located on and used for purposes of the
business of the Acquired Properties, excluding Inventory; 

"Tax Act" means the Income Tax Act (Canada); 

"Tax Returns" means any and all returns, reports,
declarations, elections, notices, forms, designations, filings and statements
(including estimated tax returns and reports, withholding tax returns and
reports, and information returns and reports) filed or required to be filed in
respect of Taxes; 

"Taxes" means: (i) any and all taxes, duties, fees,
excises, premiums, assessments, imposts, levies and other charges or assessments
of any kind whatsoever imposed by any Governmental Entity, whether computed on a
separate, consolidated, unitary, combined or other basis, including those levied
on, or measured by, or described with respect to, income, gross receipts,
profits, gains, windfalls, capital, capital stock, production, recapture,
transfer, land transfer, license, gift, occupation, wealth, environment, net
worth, indebtedness, surplus, sales, goods and services, harmonized sales, use,
value-added, excise, special assessment, stamp, withholding, business,
franchising, real or personal property, health, employee health, payroll,
workers' compensation, employment or unemployment, severance, social services,
social security, education, utility, surtaxes, customs, unclaimed property,
import or export, and including all license and registration fees and all
employment insurance, health insurance and government pension plan premiums or
contributions; (ii) all interest, penalties, fines, additions to tax or other
additional amounts imposed by any Governmental Entity on or in respect of or in
lieu of amounts of the type described in clause (i) above or this clause (ii);
and (iii) any liability for the payment of any amounts of the type described in
clauses (i) or (ii) above as a result of being a member of an affiliated,
consolidated, combined or unitary group for any period; 

“Termination Date” means the date on which
this Agreement is terminated in accordance with Section 7.1. 

"Third Party Claim" has the meaning ascribed thereto in
Section 9.5(a); 




-12- 

"Title Insurance Policy" means the title insurance
policy relating to the properties comprising the Purchased Assets provided by
First Canadian Title that is in form and substance acceptable to McEwen, acting
reasonably; 

"Title Opinion" has the meaning ascribed thereto in
Section 6.2(f); 

"Transaction" means, collectively, the transactions
contemplated by this Agreement, including the purchase of the Purchased Assets
by McEwen and the sale of the Purchased Assets by Primero as contemplated herein
but excluding any transaction relating to any Excluded Asset; 

"Transaction Documents" means this Agreement and the
agreements, instruments and documents required to be delivered at the Closing;


"Transaction Personal Information" has the meaning
ascribed thereto in Section 10.4(g); 

"Transferred Employees" has the meaning ascribed thereto
in Section 4.9(c); 

"Transferred Tax Pools" means the CDE and CEE balances
of Primero that will be transferred by Primero to McEwen as described in Section
4.8; and 

"Transition Services Agreement" means a transition
services agreement (with costing included therein) to be executed by Primero and
McEwen pursuant to Section 4.11 with a minimum three (3) month term or such
other longer term as McEwen may reasonably require with the consent of Primero,
each acting reasonably, relating to the provision of certain transition services
by Primero or its affiliates to McEwen, with a view to assisting McEwen with the
integration of the operations and administration of the Purchased Assets,
including: (i) accounting, administration and information technology; (ii) the
terms on which the Primero Financial Assurance may remain in place after the
Closing Date (including the replacement or the prompt release of the Primero
Cash Collateral); and (iii) transitional support in connection with the Primero
Licensed Software to enable McEwen to secure replacement software for its own
purposes; 

"Wheaton" means Wheaton Precious Metals Corp.; 

"Wilful Breach" means a breach of this Agreement that is
a consequence of an act undertaken by the breaching Party with the actual
knowledge that the taking of such act would, or would be reasonably expected to,
cause a breach of this Agreement; and 

"WSIB" has the meaning ascribed thereto in Section
6.2(g)(xiii) . 

	1.2 	
      Certain Rules of
Interpretation



In this Agreement, unless otherwise specified: 

	 	(a) 	
      Headings, etc. The provision of a Table of
      Contents, the division of this Agreement into Articles, Sections,
      Schedules and an Exhibit and the insertion of headings are for convenient
      reference only and do not affect the construction or interpretation of
      this Agreement.

	 	 	 
	 	(b) 	
      Currency. All references to dollars or to $ are
      references to United States dollars, unless specified otherwise.

	 	 	 
	 	(c) 	
      Gender and Number. Any reference to gender
      includes all genders. Words importing the singular number only include the
      plural and vice versa .







-13- 

	 	(d) 	
      Certain Phrases, etc. The words: (i) "including",
      "includes" and "include" mean "including (or includes or include) without
      limitation"; (ii) "the aggregate of", "the total of", "the sum of" or a
      phrase of similar meaning means "the aggregate (or total or sum), without
      duplication, of"; and (iii) unless stated otherwise, "Article", "Section",
      and "Schedule" followed by a number or letter mean and refer to the
      specified Article or Section of or Schedule to this Agreement. The term
      "made available" means: (i) copies of the subject materials were included
      in the Data Room Materials; or (ii) the subject materials were listed in
      the Disclosure Letter and copies were provided to McEwen by
  Primero.

	 	 	 
	 	(e) 	
      Capitalized Terms. Unless expressly indicated
      otherwise, all capitalized terms used in any Schedule or in the Disclosure
      Letter have the meanings ascribed to them in this Agreement.

	 	 	 
	 	(f) 	
      Knowledge. For purposes of this Agreement or any
      representation or warranty, where a statement is expressly qualified by
      reference to the knowledge of Primero, it is deemed to refer to the actual
      knowledge of Joseph Conway or Kevin Jennings. For purposes of this
      Agreement or where any representation or warranty, where a statement is
      expressly qualified by reference to the knowledge of McEwen, it is deemed
      to refer to the actual knowledge of Robert R. McEwen or Andrew
      Elinesky.

	 	 	 
	 	(g) 	
      Accounting Terms. All accounting terms are to be
      interpreted in accordance with IFRS and all determinations of an
      accounting nature in respect of Primero required to be made shall be made
      in a manner consistent with IFRS.

	 	 	 
	 	(h) 	
      Statutes. Any reference to a statute refers to
      such statute and all rules, resolutions and regulations made under it, as
      it or they may have been or may from time to time be amended, restated or
      re-enacted, unless stated otherwise.

	 	 	 
	 	(i) 	
      Computation of Time. A period of time is to be
      computed as beginning on the day following the event that began the period
      and ending at 4:30 p.m. on the last day of the period if the last day of
      the period is a Business Day, or at 4:30 p.m. on the next Business Day if
      the last day of the period is not a Business Day.

	 	 	 
	 	(j) 	
      Time References. References to time are to local
      time in Toronto, Ontario.

	 	 	 
	 	(k) 	
      Approvals and Consents. If any provision requires
      approval or consent of a Person and such approval or consent is not
      delivered within the specified time limit, the Person whose consent or
      approval is required shall be conclusively deemed to have withheld its
      approval or consent.

	 	 	 
	 	(l) 	
      Schedules and Exhibits. The following schedules
      and exhibits are attached to this Agreement and form an integral part of
      this Agreement for all purposes of it:




	 	SCHEDULES 	DESCRIPTION 
	 	  	  
	 	Schedule "A" 	Assumed Contracts 
	 	Schedule "B" 	Acquired Equipment 
	 	Schedule "C" 	Excluded Assets 
	 	Schedule "D" 	Acquired Fixed Assets 
	 	Schedule "E" 	Acquired Intellectual Property 
	 	Schedule "F" 	Acquired Properties 
	 	Schedule "G" 	Acquired Royalties 






-14- 

	 	SCHEDULES 	DESCRIPTION 
	 	  	  
	 	Schedule "H" 	Required Consents and Approvals 
	 	Schedule "I" 	Representations and Warranties of Primero

	 	Schedule "J" 	Representations and Warranties of McEwen 
	 	Schedule "K" 	Permitted Encumbrances 
	 	Exhibit A 	Form of Bill of Sale
  


ARTICLE 2 
PURCHASED ASSETS AND PURCHASE PRICE


	2.1 	
      Purchase and Sale of
Assets



On and subject to the terms and conditions of this Agreement,
including the representations, warranties and covenants contained herein,
Primero agrees to sell, assign, transfer and convey to McEwen, and McEwen agrees
to purchase from Primero, the Purchased Assets free and clear of all
Encumbrances, other than Permitted Encumbrances. 

	2.2 	
      Excluded Assets



Other than the Purchased Assets, McEwen expressly acknowledges
and agrees that it is not purchasing or acquiring, and Primero and its
affiliates are not selling or assigning, any other assets or properties of
Primero or its affiliates, or of any third parties which may, from time to time
be located on or at the Acquired Properties, and all such other assets and
properties shall be excluded from the Purchased Assets (collectively, the
"Excluded Assets"). For greater certainty, Excluded Assets include the
following assets and properties: 

	 	(a) 	
      all cash and cash equivalents, bank accounts and
      securities of Primero, including any Primero Cash Collateral;

	 	 	 
	 	(b) 	
      all Mineral Products produced on or before the Adjustment
      Date and shipped prior to the Closing Date;

	 	 	 
	 	(c) 	
      all Primero Benefit Plans and trusts or other assets
      attributable thereto;

	 	 	 
	 	(d) 	
      the corporate seals, organizational documents, minute
      books, Tax Returns, Books and Records having to do with the corporate
      organization of Primero;

	 	 	 
	 	(e) 	
      the assets, properties and rights specifically set forth
      in Schedule "C";

	 	 	 
	 	(f) 	
      the rights that accrue or will accrue to Primero under
      the Transaction Documents; and

	 	 	 
	 	(g) 	
      all other assets, property and undertakings of Primero
      that do not relate to the Acquired Properties.




	2.3 	
      Assumed Liabilities



On and subject to the terms and conditions of this Agreement,
McEwen shall assume and agree to pay, perform and discharge all Liabilities,
other than Excluded Liabilities (collectively, the “Assumed
Liabilities”), consisting of: 

	 	(a) 	
      all Reclamation obligations relating to the Acquired
      Properties, whether arising before or after the Closing
  Time;







-15- 

	 	(b) 	
      all Liabilities in respect of the streams and royalties
      set forth in Schedule "G" due or accruing due or
      arising after the Adjustment Date in all cases;

	 	 	 
	 	(c) 	
      all Liabilities relating to the Purchased Assets
      (including Assumed Contracts) due or accruing due or arising after the
      Adjustment Date in all cases;

	 	 	 
	 	(d) 	
      all Employee Obligations relating to the Transferred
      Employees due or accruing due or arising on or after the Adjustment Date
      and all McEwen Severance Obligations in all cases;

	 	 	 
	 	(e) 	
      all Closing Date Liabilities;

	 	 	 
	 	(f) 	
      any Liabilities of McEwen arising or incurred in
      connection with the negotiation, preparation, investigation and
      performance of the Transaction Documents, including fees and expenses of
      counsel, accountants, consultants, advisers and others; and

	 	 	 
	 	(g) 	
      all other Liabilities relating to the Purchased Assets or
      Transferred Employees that are not Excluded
Liabilities.



For greater certainty, any Liability for: 

	 	(a) 	
      corporate income Taxes of McEwen (or any affiliate of
      McEwen); or

	 	 	 
	 	(b) 	
      Taxes that arise out of the Closing that are the
      responsibility of McEwen under applicable Law, except as otherwise set
      forth in this Agreement,



shall be the sole responsibility of McEwen. 

	2.4 	
      Excluded Liabilities



Notwithstanding any other provision in this Agreement to the
contrary, neither McEwen nor any of its affiliates shall assume or be
responsible to pay, perform or discharge the following Liabilities (the
"Excluded Liabilities"): 

	 	(a) 	
      any Liabilities of Primero arising or incurred in
      connection with the negotiation, preparation, investigation and
      performance of the Transaction Documents, including fees and expenses of
      counsel, accountants, consultants, advisers and others;

	 	 	 
	 	(b) 	
      any Liability for: (i) corporate income Taxes of Primero
      (or any affiliate of Primero); or (ii) Taxes that arise out of the Closing
      that are the responsibility of Primero under applicable Law, except as
      otherwise set forth in this Agreement;

	 	 	 
	 	(c) 	
      any Liabilities relating to or arising out of the
      Excluded Assets;

	 	 	 
	 	(d) 	
      any Liabilities in respect of any pending or threatened
      Action arising out of, relating to or otherwise in respect of the
      acquisition, ownership or operation of the Purchased Assets to the extent
      such Action relates to such acquisition, ownership or operation on or
      prior to the Closing;

	 	 	 
	 	(e) 	
      any Liabilities of Primero arising under or in connection
      with any Primero Benefit Plans;

	 	 	 
	 	(f) 	
      any Environmental Liabilities relating to the Purchased
      Assets, but only to the extent arising out of or relating to facts,
      circumstances or conditions existing on or prior to
the Closing Time (other than with respect to Reclamation
  obligations relating to the Purchased Assets);







-16- 

	 	(g) 	
      any Liabilities of Primero or its affiliates not relating
      to the Purchased Assets;

	 	 	 
	 	(h) 	
      any Liabilities to indemnify, reimburse or advance
      amounts to any present or former officer, director, retiree, employee,
      independent contractor or consultant of Primero existing on or prior to
      the Closing Time (including with respect to any breach of fiduciary
      obligations by any of such Persons), except for any indemnification of any
      Primero Indemnitees pursuant to Article
9;

	 	 	 
	 	(i) 	
      all Employee Obligations due or accruing due prior to the
      Adjustment Date that are not included in the Statement of Adjustments and
      all Primero Severance Obligations;

	 	 	 
	 	(j) 	
      any Liabilities under any Contracts: (i) which are not
      capable of being assigned to McEwen for any reason; or (ii) to the extent
      such Liabilities arise out of or relate to a breach by Primero of such
      Contracts prior to the Closing Time;

	 	 	 
	 	(k) 	
      any fees, expenses or other payments incurred or owed by
      or on behalf of Primero or any of its affiliates to any brokers, financial
      advisors or comparable other Persons;

	 	 	 
	 	(l) 	
      any Liabilities associated with debt, loans or credit
      facilities of Primero owing to any Person; and

	 	 	 
	 	(m) 	
      any Liabilities arising out of, in respect of or in
      connection with the failure by Primero or any of its affiliates to comply
      with any Law, including any Environmental Law, or Governmental
    Order.



For greater certainty, any and all Liabilities that arise after
the Adjustment Date that are not set forth in the preceding clauses (a) through
(m) shall not be Excluded Liabilities, and shall be Liabilities of McEwen after
the Closing Time. Primero shall, and shall cause each of its affiliates to, pay
and satisfy in due course all Excluded Liabilities that Primero and its
affiliates are obligated to pay and satisfy. 

	2.5 	
      Purchase Price



The purchase price payable by McEwen to Primero for the
Purchased Assets shall be fully paid and satisfied by the payment by McEwen of
an amount in cash equal to $35 million less the amount of the Primero Cash
Collateral (the "Purchase Price"), subject to adjustment in accordance
with Section 2.9, and the assumption of the Assumed
Liabilities, which Purchase Price shall be paid on the Closing Date by wire
transfer in immediately available United States funds, in accordance with wire
payment instructions to be provided by Primero to McEwen at least five (5)
Business Days prior to the Closing Date. 

	2.6 	
      Allocation of Purchase
Price



McEwen shall prepare and deliver to Primero, on or before the
day that is ten (10) Business Days prior to the Adjustment Date, a draft
statement of the Purchase Price allocation, and McEwen and Primero shall work in
good faith to finally settle such allocation of the Purchase Price (including
the amount of the Assumed Liabilities) at least five (5) Business Days prior to
the Adjustment Date. The allocation of the Purchase Price (including the Assumed
Liabilities) shall be final and binding upon the Parties for all purposes,
including the filing of all Tax or other returns and the preparation of all
financial statements and other documents and records, unless changes to such
allocation are required by the Canada Revenue Agency. 




-17- 

	2.7 	
      Assignment of Rights to the Purchased
  Assets



Upon receipt by Primero of the Purchase Price, all right, title
and interest in and to the Purchased Assets shall, as between the Parties, be
deemed to be transferred to, and held by, or on behalf of, McEwen
notwithstanding that further actions may be taken by the Parties to effectively
transfer title to McEwen after the Closing Time. 

	2.8 	
      Amounts Received
Post-Closing




	 	(a) 	
      Unless otherwise expressly agreed in this Agreement, if,
      following the Closing, Primero receives any monies or other amounts under
      or in respect of the Purchased Assets (for greater certainty, excluding
      any amounts received from McEwen in accordance with this Agreement) that
      relate to the period commencing at the Closing Time, Primero shall
      promptly provide McEwen with: (i) a statement of all such amounts
      received; (ii) a wire transfer of immediately available funds equal to
      such amounts; and (iii) a certificate signed by an officer or equivalent
      of Primero certifying that Primero has complied with the provisions of
      this Section 2.8(a).

	 	 	 
	 	(b) 	
      Unless otherwise expressly agreed in this Agreement, if,
      following the Closing, McEwen receives any monies or other amounts under
      or in respect of Excluded Assets or Excluded Liabilities, or that relate
      to the Purchased Assets prior to the Closing Time, McEwen shall promptly
      provide Primero with: (i) a statement of all such amounts received; (ii) a
      wire transfer of immediately available funds equal to such amounts; and
      (iii) a certificate signed by an officer or director of McEwen certifying
      that McEwen has complied with this Section 2.8(b).

	 	 	 
	 	(c) 	
      In the event of any dispute between McEwen or Primero
      with respect to any such amounts arising under this Section 2.8, each shall provide the other reasonable access to
      its books and records relating to such amounts and shall endeavour in good
      faith to resolve such dispute.

	 	 	 
	 	(d) 	
      Neither Party is required to compensate the other Party
      in respect of any amount to the extent that such amount was previously
      reflected by an adjustment in the Statement of Adjustments in favour of
      such other Party.




	2.9 	
      Purchase Price
Adjustment




	 	(a) 	
      Adjustments shall be made to the Purchase Price on the
      Closing for all Closing Date Liabilities and Closing Date Assets by: (i)
      reducing the amount of the Purchase Price by the amount of the Closing
      Date Liabilities; and (ii) increasing the amount of the Purchase Price by
      the amount of the Closing Date Assets.

	 	 	 
	 	(b) 	
      No later than five (5) Business Days prior to the
      Adjustment Date, Primero and McEwen, acting reasonably, shall jointly
      prepare a statement of adjustments setting out the Closing Date Assets and
      the Closing Date Liabilities, itemizing the balance of each component of
      the Closing Date Assets and the Closing Date Liabilities included in such
      statement and allocating such amounts between the Parties, as appropriate
      (the “Statement of Adjustments”).







-18- 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

	3.1 	
      Representations and Warranties of
  Primero



Except as set forth in the Disclosure Letter (it being
expressly understood and agreed that the disclosure of any fact or item in the
Disclosure Letter shall also be deemed to be an exception to (or, as applicable,
disclosure for the purposes of) all applicable representations and warranties of
Primero), Primero represents and warrants to McEwen as set forth in Schedule "I" and acknowledges and agrees that McEwen is
relying upon such representations and warranties in connection with the entering
into of this Agreement. 

	3.2 	
      Representations and Warranties of
  McEwen



McEwen represents and warrants to Primero as set forth in Schedule "J" and acknowledges and agrees that Primero is
relying upon such representations and warranties in connection with the entering
into of this Agreement.

ARTICLE 4 
COVENANTS 

	4.1 	
      Conduct of Business of the Purchased Assets Prior to
      the Closing



From the date hereof until the Closing, except as otherwise
provided in this Agreement or consented to in writing by McEwen (which consent
shall not be unreasonably withheld or delayed), Primero shall: (i) conduct the
business and operations relating to the Purchased Assets in the Ordinary Course;
and (ii) use commercially reasonable efforts to maintain and preserve intact its
current organization relating to the Purchased Assets, operations and franchise
and to preserve the rights, franchises, goodwill and relationships of its
employees, customers, lenders, suppliers, regulators and others having
relationships with the Purchased Assets. Without limiting the foregoing, from
the date hereof until the Closing, Primero shall:

	 	(a) 	
      preserve and maintain all Authorizations required for the
      conduct of the Acquired Properties or the ownership and use of the
      Purchased Assets in all material respects;

	 	 	 
	 	(b) 	
      pay the Liabilities relating to the Purchased Assets when
      due in accordance with past practice;

	 	 	 
	 	(c) 	
      maintain the Acquired Properties and other assets
      included in the Purchased Assets in the same condition, in all material
      respects, as they were on the date of this Agreement, subject to
      reasonable wear and tear;

	 	 	 
	 	(d) 	
      continue in full force and effect without modification
      all insurance policies relating to the Purchased Assets, except as
      required by applicable Law;

	 	 	 
	 	(e) 	
      defend and protect the properties and assets included in
      the Purchased Assets from infringement or usurpation;

	 	 	 
	 	(f) 	
      maintain the Books and Records in accordance with past
      practice in all material respects;

	 	 	 
	 	(g) 	
      comply in all material respects with all Laws applicable
      to the business and operations relating to the Purchased Assets or the
      ownership and use of the Purchased Assets;







-19- 

	 	(h) 	
      not hedge any minerals produced from or located on the
      Acquired Properties; and

	 	 	 
	 	(i) 	
      not take any action (or permit any action to be taken) or
      fail to take any action (or permit any action to fail to be taken) that
      would cause a material breach of any covenant in this Agreement, including
      any of the foregoing in (a) to (h), inclusive,
above.




	4.2 	
      Covenants of Primero Relating to the
      Transaction




	 	(a) 	
      Primero shall perform all obligations required or
      desirable to be performed by Primero under this Agreement, co-operate with
      McEwen in connection therewith and do all such other acts and things as
      may be reasonably necessary or desirable in order to consummate and make
      effective the Transaction and, without limiting the generality of the
      foregoing, Primero shall:




	 	(i) 	
      use commercially reasonable efforts to satisfy all
      conditions precedent in this Agreement and comply promptly with all
      requirements imposed by Law on it with respect to this Agreement or the
      Transaction;

	 	 	 
	 	(ii) 	
      use commercially reasonable efforts to obtain on terms
      acceptable to Primero and McEwen, each acting reasonably, and maintain,
      all third party consents (including from Governmental Entities), waivers,
      Authorizations, exemptions, orders, approvals, agreements, amendments or
      confirmations, including the Required Consents and Approvals, that are (A)
      necessary in connection with the Transaction, (B) required to be obtained
      in relation to any of the Purchased Assets, or (C) required in order to
      maintain any Assumed Contracts, leases, Authorizations, licenses or other
      authorizations in respect of the Purchased Assets in full force and effect
      immediately following the Closing, in each case, on terms that are
      reasonably satisfactory to McEwen, and without committing McEwen or
      Primero to pay any additional consideration or incur any additional
      Liability other than the existing Liabilities relating to such Purchased
      Assets or make the Purchased Assets subject to any additional Liability as
      a condition precedent to the granting of any such consent, authorization,
      exemption, order, approval, agreement, amendment or confirmation, in each
      case without the prior written consent of McEwen or Primero, as the case
      may be. For greater certainty, Primero shall: (A) prior to the Closing,
      prepare all requisite notification letters (and provide copies to McEwen)
      to be submitted to each applicable Governmental Entity, including to the
      Ministry of the Environment and Climate Change (Ontario), confirming the
      Transaction and, where applicable, requesting approval for the transfer to
      McEwen or issuance, as applicable of all transferrable Authorizations
      relating to the Purchased Assets; and (B) provide McEwen with all material
      correspondence made by Primero or received by Primero with respect to the
      Required Consents and Approvals, other than as relating to any Required
      Consent and Approval to be obtained from BMO or Wheaton;

	 	 	 
	 	(iii) 	
      use commercially reasonable efforts to effect all
      necessary registrations, filings and submissions of information required
      by Governmental Entities prior to the Closing in respect of Primero or the
      Purchased Assets and coordinating and cooperating with McEwen with respect
      thereto;

	 	 	 
	 	(iv) 	
      use commercially reasonable efforts to oppose, lift or
      rescind any injunction, restraining or other order, decree or ruling
      seeking to restrain, enjoin or otherwise prohibit or adversely affect the
      Closing and defend, or cause to be defended,
any proceedings to which it is a party or brought against it
      or its directors or officers challenging the Transaction or this
  Agreement;







-20- 

	 	(v) 	
      use commercially reasonable efforts to obtain, at the
      sole expense of McEwen, the reliance letters for the technical reports,
      closure plans and site conditions requested by McEwen, acting reasonably,
      which reliance letters shall be in form and substance acceptable to
      McEwen, acting reasonably, and consistent with industry practice;
    and

	 	 	 
	 	(vi) 	
      not take any action, or refrain from taking any
      commercially reasonable action, or permitting any action to be taken or
      not taken, which is inconsistent with this Agreement or which would
      reasonably be expected to prevent, delay or otherwise impede the
      Closing.




	 	(b) 	
      Primero shall promptly notify McEwen (and, if it becomes
      aware, McEwen shall promptly notify Primero) in writing
  of:




	 	(i) 	
      any Primero Material Adverse Effect, or any fact or state
      of facts, circumstance, change, effect, occurrence or event which could
      reasonably be expected to have a Primero Material Adverse
Effect;

	 	 	 
	 	(ii) 	
      any notice or other communications from any Person
      alleging that the consent (or waiver, permit, exemption, order, approval,
      agreement, amendment or confirmation) of such Person (or another Person)
      is or may be required in connection with this Agreement or the
      Transaction;

	 	 	 
	 	(iii) 	
      any notice or other communication from any Governmental
      Entity in connection with this Agreement or the Transaction (and
      contemporaneously provide a copy of any such notice or communication to
      McEwen); or

	 	 	 
	 	(iv) 	
      any filing, action, suit, claim, investigation or
      proceeding commenced or, to its knowledge, threatened against, relating to
      or involving or otherwise materially affecting Primero, the Purchased
      Assets or that relate to this Agreement or the
  Transaction.




	4.3 	
      Covenants of McEwen Relating to the
    Transaction




	 	(a) 	
      McEwen shall perform all obligations required or
      desirable to be performed by McEwen under this Agreement, co-operate with
      Primero in connection therewith and do all such other acts and things as
      may be reasonably necessary or desirable in order to consummate and make
      effective the Transaction and, without limiting the generality of the
      foregoing, McEwen shall:




	 	(i) 	
      use commercially reasonable efforts to satisfy all
      conditions precedent in this Agreement and comply promptly with all
      requirements imposed by Law on it with respect to this Agreement or the
      Transaction;

	 	 	 
	 	(ii) 	
      use commercially reasonable efforts to obtain, on terms
      acceptable to McEwen and Primero, each acting reasonably, and maintain,
      all third party consents (including from Governmental Entities), waivers,
      Authorizations, exemptions, orders, approvals, agreements, amendments or
      confirmations, including the Required Consents and Approvals, that are (A)
      necessary in connection with the Transaction, (B) required to be obtained
      in relation to any of the Purchased Assets, or (C) required in order to maintain any Assumed
      Contracts, leases, Authorizations, licenses or other authorizations in
      respect of the Purchased Assets in full force and effect immediately
      following the Closing, in each case, without committing McEwen or Primero
      to pay any additional consideration or incur any additional Liability
      other than the existing Liabilities relating to such Purchased Assets, or
      make the Purchased Assets subject to any additional Liability, in each
      case without the prior written consent of Primero or McEwen, as the case
  may be;







-21- 

	 	(iii) 	
      use commercially reasonable efforts to effect all
      necessary registrations, filings and submissions of information required
      by Governmental Entities prior to the Closing in respect of the
      Transaction or McEwen and cooperating with Primero with respect
      thereto;

	 	 	 
	 	(iv) 	
      use commercially reasonable efforts to oppose, lift or
      rescind any injunction, restraining or other order, decree or ruling
      seeking to restrain, enjoin or otherwise prohibit or adversely affect the
      Closing and defend, or cause to be defended, any proceedings to which it
      is a party or brought against it or its directors or officers challenging
      the Transaction or this Agreement;

	 	 	 
	 	(v) 	
      reimburse Primero for all fees paid by Primero in
      connection with the assignment by Primero to McEwen of any Authorizations;
      and

	 	 	 
	 	(vi) 	
      not take any action, or refrain from taking any
      commercially reasonable action, or permitting any action to be taken or
      not taken, which is inconsistent with this Agreement or which would
      reasonably be expected to prevent, delay or otherwise impede the
      Closing.




	 	(b) 	
      McEwen shall promptly notify Primero (and, if it becomes
      aware, Primero shall promptly notify McEwen) in writing
  of:




	 	(i) 	
      any McEwen Material Adverse Effect, or any fact or state
      of facts, circumstance, change, effect, occurrence or event which could
      reasonably be expected to have a McEwen Material Adverse Effect;

	 	 	 
	 	(ii) 	
      any notice or other communications from any Person
      alleging that the consent (or waiver, permit, exemption, order, approval,
      agreement, amendment or confirmation) of such Person (or another Person)
      is or may be required in connection with this Agreement or the
      Transaction;

	 	 	 
	 	(iii) 	
      any notice or other communication from any Governmental
      Entity in connection with this Agreement or the Transaction (and
      contemporaneously provide a copy of any such notice or communication to
      Primero); or

	 	 	 
	 	(iv) 	
      any filing, action, suit, claim, investigation or
      proceeding commenced or, to its knowledge, threatened against, relating to
      or involving or otherwise materially affecting McEwen, the Purchased
      Assets or that relate to this Agreement or the
  Transaction.




	4.4 	
      Required Consents and
Approvals



To the extent applicable, on and after the Closing Date, until
such time as the Required Consents and Approvals have been obtained, to the
extent permitted by Law, Primero shall hold any Assumed Contract, Authorization or Closure Plan which relates to the Required
Consents and Approvals in trust for the benefit of McEwen and the covenants and
obligations thereunder shall be fully performed by Primero at the sole expense
of McEwen (and Primero shall not terminate or amend any such Assumed Contract,
Authorization or Closure Plan or grant a waiver of any breach of such Assumed
Contract or fail to enforce same without the prior written consent of McEwen)
and all, from and after the Closing Time, benefits and obligations existing
thereunder shall be for the account of McEwen and all costs (if any) in respect
thereof shall also be for the account of McEwen. 




-22-

	4.5 	
      Access to Information and Access for Due
      Diligence



From the date hereof, unless this Agreement is terminated in
accordance with its terms, subject to Law, Primero shall, and shall cause its
officers, directors, employees, auditors, advisors and agents to, in respect of
the business, operations, assets, properties and related rights comprising and
relating solely to the Purchased Assets, afford McEwen and the officers,
employees, agents and representatives of McEwen or any of its affiliates such
access as McEwen may reasonably request, without disrupting the business and
operations of Primero, during regular business hours of Primero, including for
the purpose of confirmatory due diligence, Transition Services Agreement
development, environmental site assessments, environmental compliance audits and
health and safety audits, facilitating post-closing business planning and
indemnification purposes, to the officers, employees, agents, properties, Books
and Records and Contracts of Primero, and shall make available to McEwen all
data and information as McEwen may reasonably request with respect thereto.
Without limiting the foregoing, Primero shall, upon McEwen's reasonable request,
facilitate discussions between McEwen and any Person from whom a Required
Consent and Approval must be obtained; provided that McEwen shall not contact,
directly or indirectly, BMO or Wheaton without the prior written consent of
Primero, which may be withheld in its sole discretion.

	4.6 	
      Public Communications



Primero and McEwen shall agree on the text of any press
releases by which Primero and/or McEwen will announce: (i) the execution of this
Agreement; and (ii) the Closing. A Party must not issue any press release or
make any other public statement or disclosure with respect to this Agreement or
the Transaction without the prior consent of the other Party (which consent
shall not be unreasonably withheld or delayed), and Primero must not make any
filing with any Governmental Entity with respect to this Agreement or the
Transaction without the prior written consent of McEwen (which consent shall not
be unreasonably withheld or delayed); provided that any Party that, in the
opinion of its outside legal counsel, is required to make disclosure by Law
shall use its commercially reasonable efforts to give the other Party prior oral
or written notice and a reasonable opportunity to review or comment on the
disclosure, and if such prior notice is not possible, shall give such notice
immediately following the making of such disclosure. The Party making such
disclosure shall give reasonable consideration to any comments made by the other
Party or its legal counsel. 

	4.7 	
      Surety Arrangements




	 	(a) 	
      McEwen will assume responsibility for providing financial
      assurance for the Closure Plans with regard to the Acquired Properties
      from and after the Closing Time.

	 	 	 
	 	(b) 	
      McEwen shall secure substitute Financial Assurance to
      replace the Primero Financial Assurance (the "McEwen Financial
      Assurance") at the Closing Time; provided that, if the MNDM has not
      provided the Required Consent and Approval to the replacement of the
      Primero Financial Assurance with the McEwen Financial Assurance at the
      Closing Time, the Primero Financial Assurance shall continue after the
      Closing Time at the sole expense of McEwen and subject to the terms of the
      Transition Services Agreement, until such Required Consent and Approval
      from the MNDM is obtained.







-23- 

	4.8 	
      Tax Matters




	 	(a) 	
      The Parties agree and acknowledge that the acquisition of
      the Purchased Assets hereunder involves the acquisition by McEwen of all
      or substantially all of the Canadian resource properties of Primero.
      McEwen and Primero covenant and agree to execute and file a joint election
      in the prescribed form contemplated under paragraph 66.7(7)(e) of the Tax
      Act, within the time limits prescribed by the Tax Act, in respect of the
      transfer of the Purchased Assets in order to have the "successor
      corporation" rules in the Tax Act apply in a manner that transfers from
      Primero to McEwen the maximum amount of Transferred Tax Pools allowable
      for such purposes. Primero shall prepare and execute such election and
      provide a copy of such election for McEwen's review at least 15 Business
      Days prior to the filing deadline. Primero shall accept any reasonable
      comments from McEwen in respect of such election prior to
filing.

	 	 	 
	 	(b) 	
      If McEwen assigns its rights and obligations under this
      Agreement to a direct or indirect subsidiary (the "Assignee
      Purchaser") pursuant to Section 10.12, Primero
      represents that it is, and McEwen represents (on its own behalf and on
      behalf of the Assignee Purchaser, if any) that the Assignee Purchaser will
      be duly registered under subdivision (d) of Division V of Part IX of the
      Excise Tax Act (Canada) and shall provide its registration number
      to the other Party promptly upon request by such other Party. Primero and
      McEwen (on its own behalf and on behalf of any Assignee Purchaser)
      acknowledge and agree that Primero is selling, and McEwen or the Assignee
      Purchaser, as applicable, is acquiring, all or substantially all of the
      assets used in the business currently being conducted by Primero with
      respect to the Purchased Assets and, if McEwen assigns its rights and
      obligations under this Agreement to an Assignee Purchaser pursuant to
      Section 10.12, Primero and McEwen (on behalf of the
      Assignee Purchaser) each agree to jointly prepare and execute an election
      pursuant to section 167 of the Excise Tax Act (Canada). McEwen
      represents (on its own behalf and on behalf of the Assignee Purchaser)
      that it shall file such election in prescribed form and within the time
      limits contained in the Excise Tax Act (Canada) with the
      appropriate Governmental Entity. Any goods and services tax, harmonized
      sales tax and/or any other sales or similar tax incurred in connection
      with the Transaction, including, for greater certainty, where an election
      pursuant to section 167 of the Excise Tax Act (Canada) is not or
      cannot be validly made in respect of the Purchased Assets, shall be borne
      by McEwen or the Assignee Purchaser, as the case may be. McEwen shall
      indemnify Primero from any and all claims, liabilities, actions,
      proceedings, demands, losses, costs, penalties, goods and services taxes
      payable, fines, damages, interest and expenses suffered by or sustained by
      Primero pertaining to such election pursuant to section 167 of the
      Excise Tax Act (Canada), including in the event that such election
      is not accepted by the Canada Revenue Agency. For greater certainty, the
      Parties agree that, if McEwen assigns its rights and obligations under
      this Agreement to an Assignee Purchaser, Primero will not charge or
      collect any amount from the Assignee Purchaser on Closing on account of
      goods and services tax or harmonized sales tax on the basis that the
      Parties have covenanted in this Section 4.8 to complete and timely file an
      election under section 167 of the Excise Tax Act
(Canada).

	 	 	 
	 	(c) 	
      McEwen shall pay (and indemnify Primero for) any and all
      land transfer taxes, levies and other Taxes which are paid by Primero in
      connection with the purchase and sale of the Purchased Assets.

	 	 	 
	 	(d) 	
      Primero and McEwen (on its own behalf or on behalf of any
      Assignee Purchaser) will jointly elect, within the prescribed time and
      manner, under subsection 20(24) of the Tax Act with respect to any
      obligations of Primero assumed by McEwen .







-24- 

	4.9 	
      Employment Matters




	 	(a) 	
      Prior to the Closing Time, Primero shall continue to
      employ all of the Employees on the same terms and conditions as are in
      effect on the date hereof and shall not make any changes to such terms and
      conditions except for normal salary and wage increases made in the
      Ordinary Course, and will not hire other individuals whose base salary
      exceeds $80,000 to be Employees (except as are required to replace
      departed Employees) without McEwen's prior written consent, except for any
      Employees who prior to the Closing Time: (i) are terminated for cause in
      the Ordinary Course; (ii) are terminated with McEwen's consent, which
      consent shall not be unreasonably withheld; (iii) voluntarily resign; or
      (iv) retire.

	 	 	 
	 	(b) 	
      Not less than 15 days prior to the Closing, Primero
      agrees to provide McEwen with an updated listing of all Employees as of
      such date specifying, on an individual basis, the Employee's age, length
      of service, remuneration, position (including full-time, part-time,
      temporary, casual, seasonal or co -op student), and specifying if the
      Employee is on leave, the type of leave and the Employee's anticipated
      return to work date, which update describes the changes that have occurred
      from the date of this Agreement.

	 	 	 
	 	(c) 	
      Within five (5) days after receipt of the Employee list
      delivered pursuant to Section 4.9(b), McEwen shall
      offer employment to each Employee (each, a "Prospective Employee")
      and shall make each such offer of employment, effective as of the Closing
      Time, to each Prospective Employee in accordance with Section 4.9(d) .
      McEwen will provide notice to Primero on the Closing Date of the names of
      those Prospective Employees who accept employment with McEwen (such
      Prospective Employees, together with all Inactive Employees, who commence
      employment with McEwen are collectively referred to herein as the
      "Transferred Employees"). Notwithstanding the foregoing, if any
      Prospective Employee to whom McEwen is required to make an offer of
      employment pursuant to this Section 4.9(c) is on an
      approved leave of absence from work with Primero at the time offers of
      employment by McEwen are to be made (each, an "Inactive Employee"),
      McEwen shall offer employment to such Inactive Employee on the earliest
      practicable date following the return of such Inactive Employee to work
      with Primero and otherwise on terms and conditions consistent with this
      Section 4.9(c) and Section 4.9(d), provided that
      such Inactive Employee returns to active employment within eighteen (18)
      months following the Closing Date or such later time as required by
      applicable Law. Primero shall promptly notify McEwen of the occurrence and
      end of any such leave of absence. Any Inactive Employee who accepts the
      offer of employment by McEwen upon the end of any leave of absence shall
      be a Transferred Employee, and all references in this Agreement to: (i)
      the Closing Date shall be deemed to be references to the date on which
      such individual becomes a Transferred Employee; and (ii) the Closing Time
      shall be deemed to be references to 12:01 a.m. local time on the date such
      individual becomes a Transferred Employee. For greater certainty, McEwen
      shall not be liable for any Employee Obligations paid by Primero to an
      Inactive Employee prior to the date upon which the Inactive Employee
      becomes a Transferred Employee.

	 	 	 
	 	(d) 	
      The offer letters to be delivered to Prospective
      Employees and Inactive Employees, as applicable, by McEwen under Section
      4.9(c) shall be on the basis of the following terms
      and conditions:




	 	(i) 	
      the base compensation and bonus plan entitlements shall
      be substantially identical to such Prospective Employees’ entitlements
      immediately prior to the Closing or, in the case of any Inactive Employee,
      immediately prior to the date on which such Inactive Employee’s leave of
      absence commenced, subject to any accommodation required or permitted under applicable
      employment Law if such Inactive Employee returns to a different or
      modified role, in which case such Inactive Employee’s base compensation
      and bonus pay entitlements shall be commensurate with the different or
  modified role;







-25- 

	 	(ii) 	
      shall exclude any stock option plan or other equity based
      incentive plan compensation to which the Prospective Employees or Inactive
      Employees were entitled immediately prior to the Closing;

	 	 	 
	 	(iii) 	
      the benefit entitlements shall be comparable to such
      Prospective Employees’ entitlements immediately prior to the Closing or,
      in the case of any Inactive Employee, immediately prior to the date on
      which such Inactive Employee’s leave of absence commenced; and

	 	 	 
	 	(iv) 	
      the written employment agreements to be entered into
      between McEwen and each Prospective Employee or Inactive Employee, as
      applicable, shall give full recognition for such Prospective Employee's or
      Inactive Employee’s length of service with Primero prior to the Closing
      Date, and otherwise shall define, at McEwen's discretion, the termination
      entitlement owed to such Prospective Employee or Inactive Employee, as
      applicable, if such Prospective Employee's or Inactive Employee’s
      employment with McEwen is terminated following such Prospective Employee's
      or Inactive Employee’s acceptance of the offer of employment by
    McEwen.




	 	(e) 	
      McEwen shall deliver to Primero the form of offer letters
      referred to in Section 4.9(d) for Prospective
      Employees, upon receipt by McEwen of the Employee list referred to in
      Section 4.9(b) and, with respect to any Inactive
      Employee, upon receipt of notice that such Inactive Employee has returned
      to work with Primero.

	 	 	 
	 	(f) 	
      Primero shall be solely responsible for all Employee
      Obligations and Primero Severance Obligations relating to all Employees,
      including Inactive Employees, who are not Transferred Employees.

	 	 	 
	 	(g) 	
      In respect of Transferred
Employees:




	 	(i) 	
      Primero shall be solely responsible for all Employee
      Obligations which are payable to, receivable by or accrued in favour of
      the Transferred Employees prior to the Adjustment Date even if not then
      due and payable, except in respect of Employee Obligations that are
      included in the Statement of Adjustments, and for all Primero Severance
      Obligations; and

	 	 	 
	 	(ii) 	
      McEwen shall assume all Employee Obligations relating to
      the Transferred Employees that arise on or after the Adjustment Date and
      all McEwen Severance Obligations.




	 	(h) 	
      McEwen will have all obligations and liabilities with
      respect to any Governmental Entity for any Taxes which are payable to,
      receivable by or accrued on or after the Adjustment
Date.




	4.10 	
      Assistance with Financial
  Statements




	 	(a) 	
      Prior to the Closing and as soon as reasonably
      practicable after the date hereof, Primero shall cause to be prepared in
      accordance with IFRS, at the sole expense of McEwen,
all unaudited carve-out financial statements relating to the
Purchased Assets as may be reasonably required by McEwen pursuant to applicable
Securities Laws. In addition, Primero shall use reasonable commercial efforts to
cause to be prepared in accordance with IFRS, at the sole expense of McEwen, as
soon as reasonably practicable after the date hereof, all audited carve-out
financial statements relating to the Purchased Assets as may be reasonably
required by McEwen in accordance with applicable Securities Laws in connection
with the Transaction. 







-26-

	 	(b) 	
      This Section 4.10 shall survive
      the Closing for a period of 90 days.




	4.11 	
      Transition Services
Agreement



Primero and McEwen agree to use their commercially reasonable
efforts to negotiate and settle the Transition Services Agreement on terms that
are acceptable to each of the Parties, each acting reasonably. 

	4.12 	
      Schedules to this
Agreement



On or before the Schedule Delivery Deadline, Primero may make
non-material adjustments to the Schedules identified below and Primero shall
provide to McEwen completed copies (the “Completed Schedules”) of the
following schedules, in form and substance acceptable to McEwen, acting
reasonably, which Completed Schedules shall form an integral part of this
Agreement: 

	SCHEDULE 	DESCRIPTION 
	  	  
	Schedule "A" 	Assumed Contracts 
	Schedule "B" 	Acquired Equipment 
	Schedule "C" 	Excluded Assets 
	Schedule "D" 	Acquired Fixed Assets 
	Schedule "E" 	Acquired Intellectual Property 
	Schedule "F" 	Acquired Properties 
	Schedule "G" 	Acquired Royalties 
	Schedule "K" 	Permitted Encumbrances 


ARTICLE 5 
NON-SOLICITATION 

	5.1 	
      Non-Solicitation



Commencing on the date hereof and until 5:00 p.m. on the
earliest of the Closing Date, the Termination Date and the Outside Date: (i)
Primero shall not, directly or indirectly, and shall not permit any of its
affiliates or any of the Representatives of Primero to (A) encourage, solicit,
initiate discussions with or engage in negotiations with any Person (whether
such negotiations are initiated by a Representative or otherwise), other than
McEwen, relating in any way to the acquisition of all or any portion of the
Purchased Assets (a "Competing Transaction"), (B) enter into any letter
of intent, contract or other agreement with any person or entity, other than
McEwen, providing for any Competing Transaction, or (C) encourage, solicit or
initiate discussions with any Person, other than McEwen, relating in any way to
a Competing Transaction; (ii) Primero shall, and shall cause the Representatives
to, suspend all discussions with third parties regarding any Competing
Transaction; and (iii) to the extent permissible under applicable laws, Primero
shall, and shall cause the Representatives to, promptly notify McEwen, within 24
hours of receipt of a proposal, inquiry or other written communication relating
in any way to a Competing Transaction, of the terms and conditions thereof, and
the identity of the Person or Persons making such proposal, inquiry or other
written communication. For greater certainty, any receipt by Primero of a
proposal in respect of a Competing Transaction shall not affect McEwen’s rights
under this Agreement or relieve Primero of its obligations to complete the
Transaction. None of the foregoing shall apply to any Excluded Asset or any
other assets of Primero other than the Purchased Assets. 




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ARTICLE 6 
CONDITIONS 

	6.1 	
      Mutual Conditions
Precedent



The Parties are not required to complete the Transaction unless
each of the following conditions is satisfied on or as of the Closing Date,
which conditions may only be waived, in whole or in part, by the mutual consent
of each of the Parties: 

	 	(a) 	
      Illegality. No Law is in effect that makes the
      Closing illegal or otherwise prohibits or enjoins Primero or McEwen from
      completing the Closing;

	 	 	 
	 	(b) 	
      Governmental Approvals. Each of McEwen and Primero
      shall have received all Authorizations required for the Closing;
  and

	 	 	 
	 	(c) 	
      Required Consents and Approvals. The Required
      Consents and Approvals shall have been obtained in form and substance
      satisfactory to the Parties, acting
reasonably.




	6.2 	
      Additional Conditions Precedent to the Obligations of
      McEwen



McEwen is not required to complete the Transaction unless each
of the following conditions is satisfied on or as of the Closing Date, which
conditions are for the exclusive benefit of McEwen and may only be waived, in
whole or in part, by McEwen in its sole discretion: 

	 	(a) 	
      Representations and Warranties. (i) The
      representations and warranties of Primero set forth in this Agreement that
      are qualified by materiality or Primero Material Adverse Effect
      qualifications shall be true and correct in all respects and all other
      representations and warranties of Primero set forth in this Agreement
      shall be true and correct in all material respects, in each case, as of
      the Closing Date as if made on and as of such date except to the extent
      that such representations and warranties speak as of an earlier date, in
      which event such representations and warranties shall be accordingly true
      and correct as of such earlier date; and (ii) Primero shall have delivered
      a certificate confirming paragraph (i) above to McEwen, executed by a
      senior officer of Primero (without personal liability), addressed to
      McEwen and dated the Closing Date.

	 	 	 
	 	(b) 	
      Performance of Covenants. (i) Primero shall have
      fulfilled or complied in all material respects with each of the covenants
      and obligations of Primero contained in this Agreement to be fulfilled or
      complied with by Primero on or prior to the Closing Date; and (ii) Primero
      shall have delivered a certificate confirming paragraph (i) above to
      McEwen, executed by a senior officer of Primero (without personal
      liability), addressed to McEwen and dated the Closing Date.

	 	 	 
	 	(c) 	
      No Material Adverse Effect. (i) There shall not
      have occurred a Primero Material Adverse Effect on or prior to the Closing
      Time; and (ii) Primero shall have delivered a certificate confirming
      paragraph (i) above to McEwen, executed by a senior officer of Primero
      (without personal liability), addressed to McEwen and dated the Closing
      Date.

	 	 	 
	 	(d) 	
      No Legal Action. There is no action or proceeding
      pending to prohibit or restrict the Transaction or the Closing or to
      materially adversely affect the ownership or operation by McEwen of the
      Purchased Assets after the Closing Time.







-28- 

	 	(e) 	
      Damage or Destruction. The Purchased Assets shall
      not in any material respect have been damaged or destroyed, in whole or in
      part, by fire, theft or any other hazard.

	 	 	 
	 	(f) 	
      Title Insurance. Primero shall own and control all
      right, title and interest in and to the Purchased Assets, subject only to
      Permitted Encumbrances, as evidenced by the Title Insurance Policy (the
      “Title Insurance Policy”) and a favourable legal opinion from legal
      counsel for Primero in relation to the title to the mining claims included
      in the Acquired Properties to the extent such mining claims are not
      covered by the Title Insurance Policy (the "Title Opinion"), in
      each case, addressed to McEwen and which are delivered by Primero to
      McEwen, at Primero's expense, in form and substance acceptable to McEwen
      and McEwen's legal counsel, each acting reasonably.

	 	 	 
	 	(g) 	
      Deliveries. Primero shall deliver or cause to be
      delivered to McEwen the following in form and substance satisfactory to
      McEwen, acting reasonably:




	 	(i) 	
      the certificates referred to in Section 6.2(a), Section 6.2(b) and
      Section 6.2(c);

	 	 	 
	 	(ii) 	
      certified copies of: (i) the articles of Primero; and
      (ii) the resolutions of Primero Board approving the entering into of this
      Agreement and the Transaction;

	 	 	 
	 	(iii) 	
      a certificate of status, compliance, good standing or
      like certificate with respect to Primero issued by an appropriate
      Governmental Entity of its jurisdiction of incorporation or
    formation;

	 	 	 
	 	(iv) 	
      a direction to McEwen regarding the payment of the
      Purchase Price;

	 	 	 
	 	(v) 	
      a bill of sale, assignment and assumption, substantially
      in the form of Exhibit B, executed by Primero;

	 	 	 
	 	(vi) 	
      the Transition Services Agreement, executed by
      Primero;

	 	 	 
	 	(vii) 	
      all conveyances, transfers, assignments, consents and
      other documents as may be required to convey to McEwen the Purchased
      Assets with good and marketable title, free and clear of all Encumbrances,
      other than the Permitted Encumbrances;

	 	 	 
	 	(viii) 	
      the Title Insurance Policy;

	 	 	 
	 	(ix) 	
      the Title Opinion;

	 	 	 
	 	(x) 	
      an opinion dated the Closing Date from legal counsel for
      Primero, in a form customarily provided in transactions of this nature,
      including in respect of the due authorization, execution, delivery and
      enforceability of this Agreement;

	 	 	 
	 	(xi) 	
      evidence of discharge of any security granted pursuant to
      the BMO Credit Agreement with respect to the Purchased Assets, and a
      consent from the Administrative Agent and the Lenders (each as defined in
      the BMO Credit Agreement);

	 	 	 
	 	(xii) 	
      a consent from Sandstorm pursuant to the Sandstorm Gold
      Stream Agreement;

	 	 	 
	 	(xiii) 	
      a valid Workers Compensation and Insurance Board
      ("WSIB") Purchase Certificate verifying that there are no
      outstanding debts on Primero's WSIB account;







-29- 

	 	(xiv) 	
      a draft copy of the tax election under section 167 of the
      Excise Tax Act (Canada), described in Section 4.8
      of this Agreement;

	 	 	 
	 	(xv) 	
      all documents as may be required to discharge and remove
      from title any Encumbrance that is not a Permitted Encumbrance;

	 	 	 
	 	(xvi) 	
      reliance letters provided pursuant to Section 4.2(a)(v); and

	 	 	 
	 	(xvii) 	
      copies or originals of such other documents, instruments,
      agreements or certificates necessary or advisable for the Closing or for
      the operation and use of the Purchased Assets by McEwen after the Closing,
      as McEwen shall reasonably request.




	6.3 	
      Additional Conditions Precedent to the Obligations of
      Primero



Primero is not required to complete the Transaction unless each
of the following conditions is satisfied on or as of the Closing Date, which
conditions are for the exclusive benefit of Primero and may only be waived, in
whole or in part, by Primero in its sole discretion: 

	 	(a) 	
      Representations and Warranties. (i) The
      representations and warranties of McEwen set forth in this Agreement that
      are qualified by materiality or McEwen Material Adverse Effect
      qualifications shall be true and correct in all respects and all other
      representations and warranties of McEwen set forth in this Agreement shall
      be true and correct in all material respects, in each case as of the
      Closing Date as if made on and as of such date except to the extent that
      such representations and warranties speak as of an earlier date, in which
      event such representations and warranties shall be accordingly true and
      correct as of such earlier date; and (ii) McEwen shall have delivered a
      certificate confirming paragraph (i) above to Primero, executed by a
      senior officer of McEwen (without personal liability), addressed to
      Primero and dated the Closing Date;

	 	 	 
	 	(b) 	
      Performance of Covenants. (i) McEwen shall have
      fulfilled or complied in all respects with each of the covenants and
      obligations of McEwen contained in this Agreement to be fulfilled or
      complied with by McEwen on or prior to the Closing Date; and (ii) McEwen
      shall have delivered a certificate confirming paragraph (i) above to
      Primero, executed by a senior officer of McEwen (without personal
      liability), addressed to Primero and dated the Closing Date;

	 	 	 
	 	(c) 	
      No Legal Action. There is no action or proceeding
      pending to prohibit or restrict the Transaction or the Closing;

	 	 	 
	 	(d) 	
      Deliveries. McEwen shall deliver or cause to be
      delivered to Primero the following in form and substance satisfactory to
      Primero, acting reasonably:




	 	(i) 	
      the certificates referred to in Section 6.3(a) and Section 6.3(b);

	 	 	 
	 	(ii) 	
      certified copies of (i) the articles and by-laws of
      McEwen; and (ii) the resolutions of the McEwen Board approving the
      entering into of this Agreement and the Transaction;

	 	 	 
	 	(iii) 	
      a certificate of status, compliance, good standing or
      like certificate with respect to McEwen issued by appropriate government
      officials of its jurisdiction of incorporation or
  formation;







-30- 

	 	(iv) 	
      a wire transfer representing payment of the Purchase
      Price in accordance with Section 2.2, sent in
      accordance with the direction delivered by Primero to McEwen under Section
      6.2(g)(iv);

	 	 	 
	 	(v) 	
      a bill of sale, assignment and assumption, substantially
      in the form of Exhibit B, executed by McEwen;

	 	 	 
	 	(vi) 	
      the Transition Services Agreement, executed by
    McEwen;

	 	 	 
	 	(vii) 	
      an opinion dated the Closing Date from legal counsel for
      McEwen, in respect of the due authorization, execution, delivery and
      enforceability of this Agreement, in a form customarily provided in a
      transaction of this nature;

	 	 	 
	 	(viii) 	
      subject to Section 4.7, evidence
      satisfactory to Primero, acting reasonably, that the Primero Financial
      Assurance has been replaced or will be replaced with the McEwen Financial
      Assurance on or after Closing;

	 	 	 
	 	(ix) 	
      agreement by McEwen in writing with Newmont Canada
      Corporation to observe and be bound by the terms of the royalty in respect
      of the 2.5% NSR royalty pursuant to a royalty agreement dated March 25,
      2009 between Apollo Gold Corporation, as grantor, and Newmont Canada
      Corporation, as royalty holder, relating to certain parcels comprising the
      Properties, accepted by Newmont Canada Corporation; and

	 	 	 
	 	(x) 	
      copies or originals of such other documents, instruments,
      agreements or certificates necessary or advisable to consummate the
      Transaction, as Primero shall reasonably request.



ARTICLE 7 
TERM AND TERMINATION 

	7.1 	
      Termination




	 	(a) 	
      This Agreement may be terminated prior to the Closing
      Date:




	 	(i) 	
      by the mutual written agreement of the Parties;

	 	 	 
	 	(ii) 	
      by either Primero or McEwen
if:




	 	(A) 	
      the closing of the Transaction does not occur on or prior
      to the end of the day on the Outside Date; provided that a Party may not
      terminate this Agreement pursuant to this Section 7.1(a)(ii)(A) if the failure of the closing of the
      Transaction to so occur has been caused by, or is a result of, a breach by
      such Party of any of its representations or warranties or the failure of
      such Party to perform any of its covenants or obligations under this
      Agreement; or

	 	 	 
	 	(B) 	
      after the date of this Agreement, any Law is enacted,
      made, enforced or amended, as applicable, that makes the Closing illegal
      or otherwise permanently prohibits or enjoins Primero or McEwen from
      completing the Closing, and such Law has, if applicable, become final and
      non- appealable, provided the Party seeking to terminate this Agreement
      pursuant to this Section 7.1(a)(ii)(B) has used its
      commercially reasonable efforts to appeal such Law (provided such Law is an
order, injunction, judgment, decree or ruling) or otherwise have it lifted or
rendered non-applicable in respect of the Transaction; 







-31-

	 	(iii) 	
      by Primero if a breach of any representation or warranty
      or failure to perform any covenant on the part of McEwen under this
      Agreement occurs that would cause any condition in Section 6.3(a) or Section 6.3(b) not to
      be satisfied in any material respect, and such breach or failure is
      incapable of being cured or is not cured by the Outside Date, provided
      that any Wilful Breach shall be deemed to be incurable; or

	 	 	 
	 	(iv) 	
      by McEwen:




	 	(A) 	
      if a breach of any representation or warranty or failure
      to perform any covenant on the part of Primero under this Agreement occurs
      that would cause any condition in Section 6.2(a) or
      Section 6.2(b) not to be satisfied in any material
      respect, and such breach or failure is incapable of being cured or is not
      cured by the Outside Date; provided that any Wilful Breach shall be deemed
      to be incurable; or

	 	 	 
	 	(B) 	
      after the date of this Agreement and prior to the
      Closing, there has occurred a Primero Material Adverse
  Effect.




	 	(b) 	
      The Party desiring to terminate this Agreement pursuant
      to Section 7.1(a) shall give notice of such
      termination to the other Party, specifying in reasonable detail the basis
      for such Party's exercise of its termination
right.




	7.2 	
      Effect of Termination



If this Agreement is terminated pursuant to Section 7.1, this Agreement shall become void and of no further
force or effect without liability of either Party to the other Party to this
Agreement, except that no Party shall be relieved of any liability for any
Wilful Breach by it of this Agreement. 

ARTICLE 8 
CLOSING 

	8.1 	
      Date, Time and Place of
Closing



The Closing will take place at the offices of Bennett Jones
LLP, Suite 3400, One First Canadian Place, Toronto, Ontario, at 10:00 a.m. on
the Closing Date or at such other place, on such other date and at such other
time was may be agreed upon in writing between McEwen and Primero. 

ARTICLE 9 
INDEMNIFICATION 

	9.1 	
      Survival



Subject to the limitations and other provisions of this
Agreement, the representations and warranties contained herein shall survive the
Closing and shall remain in full force and effect until the date that is 24
months from the Closing Date; provided that: (i) the Fundamental Representations
and the representations and warranties set forth in Section (19)
Environmental of Schedule "I" shall survive the
Closing and shall remain in full force and effect until the fifth
(5th) anniversary following the Closing Date; and (ii) the
representations and warranties set forth in Section (16) Tax of Schedule "I" shall survive for the full period of all applicable statutes of limitations (giving effect
to any waiver, mitigation or extension thereof) plus 60 days. All covenants and
agreements of the Parties contained herein shall survive the Closing
indefinitely or for the period explicitly specified therein. Notwithstanding the
foregoing, any claims asserted in good faith with reasonable specificity (to the
extent known at such time) and in writing by notice from the non-breaching Party
to the breaching Party prior to the expiration date of the applicable survival
period shall not thereafter be barred by the expiration of the relevant
representation or warranty and such claims shall survive until finally resolved.




-32-

	9.2 	
      Indemnification By Primero



Subject to the other terms and conditions of this Article 9, Primero shall indemnify and defend McEwen and its
affiliates and their respective Representatives (collectively, the "McEwen
Indemnitees") against, and shall hold each of them harmless from and
against, and shall pay and reimburse each of them for, any and all Losses
incurred or sustained by, or imposed upon, the McEwen Indemnitees based upon,
arising out of, with respect to or by reason of: 

	 	(a) 	
      any inaccuracy in or breach of: (i) any of the
      representations or warranties of Primero contained in this Agreement or in
      any Transaction Document delivered by or on behalf of Primero pursuant to
      this Agreement, as of the date such representation or warranty was made or
      as if such representation or warranty was made on and as of the Closing
      Date (except for representations and warranties that expressly relate to a
      specified date, the inaccuracy in or breach of which will be determined
      with reference to such specified date); or (ii) any certificate or
      instrument delivered by or on behalf of Primero pursuant to this
      Agreement;

	 	 	 
	 	(b) 	
      any breach or non-fulfillment of any covenant, agreement
      or obligation to be performed by Primero pursuant to this
  Agreement;

	 	 	 
	 	(c) 	
      any Excluded Asset or any Excluded Liability;
or

	 	 	 
	 	(d) 	
      any Third Party Claim based upon, resulting from or
      arising out of the business, operations, properties, assets or obligations
      of Primero or any of its affiliates (other than the Purchased Assets or
      Assumed Liabilities) conducted, existing or arising on or prior to the
      Closing Date.




	9.3 	
      Indemnification By McEwen



Subject to the other terms and conditions of this Article 9, McEwen shall indemnify and defend Primero and its
affiliates and their respective Representatives (collectively, the "Primero
Indemnitees") against, and shall hold each of them harmless from and
against, and shall pay and reimburse each of them for, any and all Losses
incurred or sustained by, or imposed upon, the Primero Indemnitees based upon,
arising out of, with respect to or by reason of: 

	 	(a) 	
      any inaccuracy in or breach of: (i) any of the
      representations or warranties of McEwen contained in this Agreement or in
      any Transaction Document delivered by or on behalf of McEwen pursuant to
      this Agreement, as of the date such representation or warranty was made or
      as if such representation or warranty was made on and as of the Closing
      Date (except for representations and warranties that expressly relate to a
      specified date, the inaccuracy in or breach of which will be determined
      with reference to such specified date); or (ii) any certificate or
      instrument delivered by or on behalf of McEwen pursuant to this
      Agreement;







-33- 

	 	(b) 	
      any breach or non-fulfillment of any covenant, agreement
      or obligation to be performed by McEwen pursuant to this Agreement;
    or

	 	 	 
	 	(c) 	
      any Purchased Asset or any Assumed
  Liability.




	9.4 	
      Certain Limitations



The indemnifications provided for in Section 9.2 and Section 9.3 shall be subject
to the following limitations: 

	 	(a) 	
      Primero shall not be liable to the McEwen Indemnitees for
      indemnification under Section 9.2
      until the aggregate amount of all Losses in respect of indemnification
      under Section 9.2
      exceeds $350,000 (the "Basket"), in which event Primero shall be
      required to pay or be liable for all such Losses from the first
    dollar.

	 	 	
       

	 	(b) 	
      Primero shall not be liable to the McEwen Indemnitees for
      indemnification under Section 9.2 in an aggregate amount in excess of: (i)
      in respect of indemnification relating to an inaccuracy or breach by
      Primero of a Fundamental Representation, the Purchase Price; (ii) in
      respect of indemnification relating to an inaccuracy or breach by Primero
      of any other representation or warranty, 25% of the Purchase Price; and
      (iii) in respect of indemnification pursuant to Section 9.2(b),
      Section 9.2(c)
      or Section 9.2(d),
      the Purchase Price.

	 	 	
       

	 	(c) 	
      McEwen shall not be liable to the Primero Indemnitees for
      indemnification under Section 9.3
      until the aggregate amount of all Losses in respect of indemnification
      under Section 9.3 exceeds
      the Basket, in which event McEwen shall be required to pay or be liable
      for all such Losses from the first dollar.

	 	 	
       

	 	(d) 	
      McEwen shall not be liable to the Primero Indemnitees for
      indemnification under Section 9.3 in an aggregate amount in excess of: (i)
      in respect of indemnification relating to an inaccuracy or breach by
      McEwen of a Fundamental Representation, the Purchase Price; (ii) in
      respect of indemnification relating to an inaccuracy or breach by McEwen
      of any other representation or warranty, 25% of the Purchase Price; and
      (iii) in respect of indemnification pursuant to Section 9.3(b)
      or Section 9.3(c),
      the Purchase Price.

	 	 	
       

	 	(e) 	
      Neither Primero nor McEwen has any liability or
      obligation with respect to any single claim for indemnification or
      otherwise with respect to the matters described in Section 9.2 or Section
      9.3 unless the actual amount of the Losses suffered with respect to such
      claim is greater than $10,000. The amount of Losses with respect to any
      claim that is $10,000 or less shall be taken into account in determining
      whether or not the actual total amount of all Losses suffered exceeds the
      Basket.

	 	 	
       

	 	(f) 	
      Notwithstanding the foregoing, the limitations set forth
      in Section 9.4(a),
      Section 9.4(b),
      Section 9.4(c)
      and Section 9.4(d)
      shall not apply to Losses based upon, arising out of, with respect to or
      by reason of any inaccuracy in or breach of any Fundamental
      Representations or in respect of fraud, criminal activity or willful
      misconduct.




	9.5 	
      Indemnification Procedures



The Party making a claim under this Article
9 is referred to as the "Indemnified Party", and the Party against
whom such claims are asserted under this Article 9 is
referred to as the "Indemnifying Party." 




-34- 

	 	(a) 	
      Third Party Claims. If any Indemnified Party
      receives notice of the assertion or commencement of any Action made or
      brought by any Person who is not a party to this Agreement or an affiliate
      of a Party or a Representative of the foregoing (a "Third Party
      Claim") against such Indemnified Party with respect to which the
      Indemnifying Party is obligated to provide indemnification under this
      Agreement, the Indemnified Party shall give the Indemnifying Party prompt
      written notice thereof, but in any event not later than ten (10) calendar
      days after receipt of such notice of such Third Party Claim. The failure
      to give such prompt written notice shall not, however, relieve the
      Indemnifying Party of its indemnification obligations, except and only to
      the extent that the Indemnifying Party forfeits rights or defenses or is
      otherwise materially prejudiced by reason of such failure. Such notice by
      the Indemnified Party shall describe the Third Party Claim in reasonable
      detail, shall include copies of all material written evidence thereof
      (including any statement of claim or demand notice) and shall indicate the
      estimated amount, if reasonably practicable, of the Losses that have been
      or may be sustained by the Indemnified Party. The Indemnifying Party shall
      have the right to participate in, or by giving written notice to the
      Indemnified Party, to assume the defense of, any Third Party Claim at the
      Indemnifying Party's expense and by the Indemnifying Party's own legal
      counsel, and the Indemnified Party shall cooperate in good faith in such
      defense; provided, that the Indemnifying Party shall not have the right to
      defend or direct the defense of any such Third Party Claim that: (i) is
      asserted directly by or on behalf of a Person that is a supplier or
      customer relating to the Purchased Assets (if the Indemnifying Party is
      Primero); or (ii) seeks an injunction or other equitable relief against
      the Indemnified Party. In the event that the Indemnifying Party assumes
      the defense of any Third Party Claim, subject to Section 9.5(b), it shall have the right to take such action as
      it deems necessary to avoid, dispute, defend, appeal or make counterclaims
      pertaining to any such Third Party Claim in the name and on behalf of the
      Indemnified Party. The Indemnified Party shall have the right to
      participate in the defense of any Third Party Claim with legal counsel
      selected by it, subject to the Indemnifying Party's right to control the
      defense thereof. The fees and disbursements of such legal counsel shall be
      at the expense of the Indemnified Party; provided that, if in the
      reasonable opinion of legal counsel to the Indemnified Party, (A) there
      are legal defenses available to an Indemnified Party that are different
      from or additional to those available to the Indemnifying Party, or (B)
      there exists a conflict of interest between the Indemnifying Party and the
      Indemnified Party that cannot be waived, the Indemnifying Party shall be
      liable for the reasonable fees and expenses of legal counsel to the
      Indemnified Party in each jurisdiction in which the Indemnified Party
      determines legal counsel is required. If the Indemnifying Party elects not
      to compromise or defend such Third Party Claim, fails to promptly notify
      the Indemnified Party in writing of its election to defend as provided in
      this Agreement, or fails to diligently prosecute the defense of such Third
      Party Claim, the Indemnified Party may, subject to Section 9.5(b), pay, compromise (acting reasonably) or defend
      such Third Party Claim and seek indemnification for any and all Losses
      based upon, arising from or relating to such Third Party Claim. Primero
      and McEwen shall cooperate with each other in all reasonable respects in
      connection with the defense of any Third Party Claim, including making
      available records relating to such Third Party Claim and making available,
      without expense (other than reimbursement of actual out-of-pocket
      expenses) to the defending party, such then existing management employees
      of the non-defending party as may be reasonably necessary for the
      preparation of the defense of such Third Party Claim.

	 	 	 
	 	(b) 	
      Settlement of Third Party Claims. Notwithstanding
      any other provision of this Agreement, the Indemnifying Party shall not
      enter into a settlement of any Third Party Claim without the prior written
      consent of the Indemnified Party, except as provided in this Section 9.5(b). If a firm offer is made to settle a Third
      Party Claim without leading to liability or the creation of a financial or other
      obligation on the part of the Indemnified Party and provides, in customary
      form, for the unconditional release of each Indemnified Party from all
      liabilities and obligations in connection with such Third Party Claim and
      the Indemnifying Party desires to accept and agree to such offer, the
      Indemnifying Party shall give written notice to that effect to the
      Indemnified Party. If the Indemnified Party fails to consent to such firm
      offer within ten (10) days after its receipt of such notice, the
      Indemnified Party may assume carriage of such matter, and continue to
      contest or defend such Third Party Claim and in such event, the maximum
      liability of the Indemnifying Party as to such Third Party Claim shall not
      exceed the amount of such settlement offer. If the Indemnified Party fails
      to consent to such firm offer and also fails to assume defense of such
      Third Party Claim, the Indemnifying Party may settle the Third Party Claim
      upon the terms set forth in such firm offer to settle such Third Party
      Claim. If the Indemnified Party has assumed the defense of the Third Party
      Claim pursuant to Section 9.5(a), it shall not
      agree to any settlement without the written consent of the Indemnifying
      Party (which consent shall not be unreasonably withheld or
  delayed).







-35- 

	 	(c) 	
      Direct Claims. Any Action by an Indemnified Party
      on account of Losses that do not result from a Third Party Claim (a
      "Direct Claim") shall be asserted by the Indemnified Party giving
      the Indemnifying Party prompt written notice thereof, but in any event not
      later than ten (10) days after the Indemnified Party becomes aware of such
      Direct Claim. The failure to give such prompt written notice shall not,
      however, relieve the Indemnifying Party of its indemnification
      obligations, except and only to the extent that the Indemnifying Party
      forfeits rights or defenses or is otherwise materially prejudiced by
      reason of such failure. Such notice by the Indemnified Party shall
      describe the Direct Claim in reasonable detail, shall include copies of
      all material written evidence thereof (including any statement of claim or
      demand notice) and shall indicate the estimated amount, if reasonably
      practicable, of the Losses that have been or may be sustained by the
      Indemnified Party. The Indemnifying Party shall have 30 days after its
      receipt of such notice to respond in writing to such Direct Claim. The
      Indemnified Party shall allow the Indemnifying Party and its legal counsel
      to investigate the matter or circumstance alleged to give rise to the
      Direct Claim, and whether and to what extent any amount is payable in
      respect of the Direct Claim and the Indemnified Party shall assist the
      Indemnifying Party's investigation by giving such information and
      assistance (including access to the Indemnified Party's premises and
      personnel and the right to examine and copy any accounts, documents or
      records) as the Indemnifying Party or its legal counsel may reasonably
      request. If the Indemnifying Party does not so respond within such 30 day
      period, the Indemnifying Party shall be deemed to have rejected such
      Direct Claim, in which case the Indemnified Party shall be free to pursue
      such remedies as may be available to the Indemnified Party on the terms
      and subject to the provisions of this
Agreement.




	9.6 	
      Payments



Once any Losses are agreed to by the Indemnifying Party or
finally adjudicated to be payable pursuant to this Article
9, the Indemnifying Party shall satisfy its obligations within fifteen (15)
days of such final, non-appealable adjudication by wire transfer of immediately
available funds. The Parties agree that should an Indemnifying Party not make
full payment of any such obligations within such fifteen (15) day period, any
amount payable shall accrue interest from and including the date of agreement of
the Indemnifying Party or final, non-appealable adjudication to, but excluding,
the date such payment has been made in full, at a rate per annum equal to the
Prime Rate plus 5%. Such interest shall be calculated daily on the basis of a
365 day year and the actual number of days elapsed. 




-36- 

	9.7 	
      Tax Treatment of Indemnification
  Payments



All indemnification payments made under this Agreement shall be
treated by the Parties as an adjustment to the Purchase Price for Tax purposes,
unless otherwise required by Law, and shall be allocated as among the Purchased
Assets by the Parties, each acting reasonably. 

	9.8 	
      One Recovery



An Indemnified Party is not entitled to double recovery for any
Losses even though they may have resulted from the breach, inaccuracy or failure
to perform of more than one of the representations, warranties, covenants and
obligations of the Indemnifying Party in this Agreement. No Party has any
liability or obligation with respect to any Losses subject to indemnification
under Section 9.2 or Section 9.3
to the extent that such Losses were reflected as an adjustment to the Purchase
Price in Section 2.9. 

	9.9 	
      Duty to Mitigate



Nothing in this Agreement in any way restricts or limits the
general obligation at Law of an Indemnified Party to mitigate any Losses which
it may suffer or incur by reason of the breach, inaccuracy or failure to perform
of any representation, warranty, covenant or obligation of the Indemnifying
Party under this Agreement. If any Losses can be reduced by any recovery,
settlement, payment or otherwise under or pursuant to any insurance coverage, or
pursuant to any claim, recovery, settlement or payment by or against any other
Person, the Indemnified Party shall take all appropriate steps to enforce such
recovery, settlement or payment and the amount of any Losses of the Indemnified
Party will be reduced by the amount of insurance proceeds actually recovered by
the Indemnified Party. 

	9.10 	
      Effect of Investigation



A Party shall have no obligation or liability for
indemnification under Section 9.2, Section 9.3 or otherwise with respect to any breach or inaccuracy of
any representation or warranty in this Agreement or any failure to perform or
fulfill any covenants or obligations, if the Party making the claim had
knowledge of the breach, inaccuracy or failure to perform on or prior to the
Closing.

	9.11 	
      Exclusive Remedies



Subject to Section 10.3, the Parties
acknowledge and agree that their sole and exclusive remedy with respect to any
and all claims (other than claims arising from fraud, criminal activity or
willful misconduct on the part of a Party in connection with the Transaction)
for any breach of any representation, warranty, covenant, agreement or
obligation set forth herein or otherwise relating to the subject matter of this
Agreement, shall be pursuant to the indemnification provisions set forth in this
Article 9. In furtherance of the foregoing, each Party
hereby waives, to the fullest extent permitted under Law, any and all rights,
claims and causes of action for any breach of any representation, warranty,
covenant, agreement or obligation set forth herein or otherwise relating to the
subject matter of this Agreement it may have against the other Party and its
affiliates and each of their respective Representatives arising under or based
upon any Law, except pursuant to the indemnification provisions set forth in
this Article 9. Nothing in this Section 9.11 shall limit
any Person's right to seek and obtain any equitable relief to which any Person
shall be entitled or to seek any remedy on account of any party's fraudulent,
criminal or intentional misconduct. 

	9.12 	
      Trusts



It is the intention of: (i) Primero to constitute McEwen as a
trustee for McEwen Indemnitees that are not parties to this Agreement of the
covenants of Primero contained in this Article 9 and
McEwen agrees to accept such trust and to hold and enforce such covenants on
behalf of each such McEwen Indemnitee; and (ii) McEwen to constitute Primero as a trustee for the Primero
Indemnitees that are not parties to this Agreement of the covenants of McEwen
contained in this Article 9 and Primero agrees to accept
such trust and to hold and enforce such covenants on behalf of each such Primero
Indemnitee. 




-37-

ARTICLE 10 
GENERAL PROVISIONS 

	10.1 	
      Amendments



This Agreement may only be amended by mutual written agreement
of the Parties. 

	10.2 	
      Expenses



Primero will be responsible for the costs relating to the Title
Insurance Policy and the Title Opinion. Subject to the foregoing or as otherwise
expressly agreed between the Parties, all out-of-pocket third party transaction
expenses incurred in connection with this Agreement and the Transaction,
including all costs, expenses and fees of Primero and McEwen incurred prior to
or after the Closing Date in connection with, or incidental to, the Transaction,
shall be paid by the Party incurring such expenses, whether or not the
Transaction is completed, except as expressly provided in this Agreement. 

	10.3 	
      Injunctive Relief and
Remedies



The Parties agree that irreparable harm would occur for which
money damages would not be an adequate remedy at Law in the event that any of
the provisions of this Agreement were not performed by Primero or McEwen in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that each Party shall be entitled to injunctive and other
equitable relief to prevent breaches or threatened breaches of this Agreement by
the other Party, and to enforce compliance with the terms of this Agreement by
the other Party without any requirement for the securing or posting of any bond
in connection with the obtaining of any such injunctive or other equitable
relief, this being in addition to any other remedy to which a Party may be
entitled at Law or in equity. 

	10.4 	
      Privacy Matters




	 	(a) 	
      The Disclosing Party acknowledges and confirms that the
      disclosure of Transaction Personal Information is necessary for the
      purposes of determining if the Parties will proceed with the Transaction,
      and that the disclosure of Transaction Personal Information relates solely
      to the carrying on of the business and the review of the Purchased Assets
      and the Closing.

	 	 	 
	 	(b) 	
      The Disclosing Party covenants and agrees to, upon
      request, use reasonable efforts to advise the Recipient of all documented
      purposes for which the Transaction Personal Information was initially
      collected from or in respect of the individual to which such Transaction
      Personal Information relates and all additional documented purposes where
      the Disclosing Party has notified the individual of such additional
      purpose, and where required by Law, obtained the consent of such
      individual to such use or disclosure.

	 	 	 
	 	(c) 	
      Prior to the Closing, the Recipient covenants and agrees
      to:




	 	(i) 	
      collect, use and disclose the Transaction Personal
      Information solely for the purpose of reviewing and completing the
      Transaction, including for the purpose of determining whether to complete
      the Transaction; and







-38- 

	 	(ii) 	
      not disclose the Transaction Personal Information to any
      person other than its Representatives who are evaluating and advising in
      relation to the Transaction; and

	 	 	 
	 	(iii) 	
      to protect and safeguard the Transaction Personal
      Information as required by Law.




	 	(d) 	
      After the Closing, the Recipient and the Disclosing Party
      each covenants and agrees to:




	 	(i) 	
      use and disclose the Transaction Personal Information
      only for those purposes for which the Transaction Personal Information was
      initially collected from or in respect of the individual to which such
      Transaction Personal Information relates or for the Closing, unless (A)
      the Disclosing Party or the Recipient have first notified such individual
      of such additional purpose, and where required by Law, obtained the
      consent of such individual to such additional purpose, or (B) such use or
      disclosure is permitted or authorized by Law, without notice to, or
      consent from, such individual;

	 	 	 
	 	(ii) 	
      to protect and safeguard the Transaction Personal
      Information as required by Law; and

	 	 	 
	 	(iii) 	
      give effect to any withdrawal of consent made by an
      individual to whom the Transaction Personal Information
  relates.




	 	(e) 	
      Where required by Law, the Disclosing Party agrees to
      promptly notify the individuals to whom the Transaction Personal
      Information relates that the Transaction has taken place and that the
      Transaction Personal Information has been disclosed to the
    Recipient.

	 	 	 
	 	(f) 	
      If this Agreement is terminated prior to the Closing, the
      Recipient shall, at the Disclosing Party's election: (i) promptly deliver
      to the Disclosing Party all Transaction Personal Information in its
      possession or in the possession of any of its Representatives, including
      all copies, reproductions, summaries or extracts thereof; or (ii) promptly
      destroy all such Transaction Personal Information.

	 	 	 
	 	(g) 	
      In this Agreement, "Transaction Personal
      Information" means personal information (namely, information about an
      identifiable individual other than their business contact information when
      used or disclosed for the purpose of contacting such individual as a
      representative of an organization and for no other purpose) to be
      disclosed or conveyed to one Party or any of its Representatives (a
      "Recipient") by or on behalf of another Party (a "Disclosing
      Party") as a result of or in conjunction with the Transaction, and
      includes all such personal information disclosed to the Recipient prior to
      the execution of this Agreement.




	10.5 	
      Further Assurances



From time to time after the Closing Date, a Party shall, at the
request of the other Party, execute and deliver such additional conveyances,
transfers and other assurances as may be reasonably required to effectively
complete the Transaction and to carry out the intent of this Agreement. Without
limiting the generality of the foregoing, to the extent that any Purchased Asset
is not transferred to McEwen, upon the written request of McEwen, Primero shall
use its best efforts to transfer, or to cause the transfer of, such asset to
McEwen or take other appropriate steps to allow McEwen to enjoy the benefit of
such Purchased Asset. 




-39- 

	10.6 	
      Notices



Any notice or other communication given regarding the matters
contemplated by this Agreement must be in writing, sent by personal delivery,
courier or electronic mail and addressed to: 

	 	(a) 	McEwen at: 	  
	 	  	  	  
	 	  	McEwen Mining Inc. 
	 	  	150 King Street West 
	 	  	Suite 2800 	  
	 	  	Toronto, Ontario M5H 1J9 
	 	  	  	  
	 	  	Attention: 	Robert R. McEwen and Carmen Diges 
	 	  	Email: 	rob@mcewenmining.com and
      cdiges@mcewenmining.com 
	 	  	  	  
	 	  	with a copy to: 	  
	 	  	  	  
	 	  	Bennett Jones LLP 
	 	  	3400 One First Canadian Place 
	 	  	Toronto, ON M5X 1A4 
	 	  	  	  
	 	  	Attention: 	Michael N. Melanson 
	 	  	Email: 	melansonm@bennettjones.com 
	 	  	  	  
	 	(b) 	Primero at: 	  
	 	  	  	  
	 	  	Primero Mining Corp. 
	 	  	79 Wellington St. West, Suite 2100
  
	 	  	Toronto, ON M5K 1H1 
	 	  	  	  
	 	  	Attention: 	Joseph Conway and H. Maura Lendon 
	 	  	Email: 	jconway@primeromining.com and
      mlendon@primeromining.com 
	 	  	  	  
	 	  	with a copy to: 	  
	 	  	  	  
	 	  	Stikeman Elliott LLP 
	 	  	5300 Commerce Court West 
	 	  	199 Bay Street 	  
	 	  	Toronto, ON M5L 1B9 
	 	  	  	  
	 	  	Attention: 	Elizabeth Breen 
	 	  	Email: 	ebreen@stikeman.com 


Any notice or other communication is deemed to be given and
received: (i) if sent by personal delivery or same day courier, on the date of
delivery if it is a Business Day and the delivery was made prior to 4:00 p.m.
and otherwise on the next Business Day; (ii) if sent by overnight courier, on
the next Business Day; or (iii) if sent by electronic mail, on the next Business
Day. Sending a copy of a notice or other communication to a Party's legal
counsel as contemplated above is for information purposes only and does not
constitute delivery of the notice or other communication to that Party. The
failure to send a copy of a notice or other communication to legal counsel does
not invalidate delivery of that notice or other communication to a Party. 




-40- 

	10.7 	
      Time of the Essence



Time is of the essence in this Agreement. 

	10.8 	
      Third Party Beneficiaries



The Parties intend that this Agreement will not benefit or
create any right or cause of action in favour of any other Person, other than
the Parties and, except as provided in Article 9, that no
Person, other than the Parties, shall be entitled to rely on the provisions of
this Agreement in any action, suit, proceeding, hearing or other forum. 

	10.9 	
      Brokerage and Finder's
Fees



It is understood and agreed that, other than Scotia Capital
Inc., no broker, agent or other intermediary acted for either Primero or McEwen
in connection with the sale or purchase of the Purchased Assets and: (i) Primero
agrees to indemnify McEwen and hold it harmless in respect of any claim for
brokerage or other commissions relating to this Agreement or the Transaction
which is caused by any action of Primero or any of its affiliates; and (ii)
McEwen agrees to indemnify Primero and hold it harmless in respect of any claim
for brokerage or other commissions relating to this Agreement or to the
Transaction which is caused by any action of McEwen or any of its affiliates.


	10.10 	
      Waiver



No waiver of any of the provisions of this Agreement will
constitute a waiver of any other provision (whether or not similar). No waiver
will be binding unless executed in writing by the Party to be bound by the
waiver. A Party's failure or delay in exercising any right under this Agreement
will not operate as a waiver of that right. A single or partial exercise of any
right will not preclude a Party from any other or further exercise of that right
or the exercise of any other right. 

	10.11 	
      Entire Agreement



This Agreement constitutes the entire agreement between the
Parties with respect to the Transaction and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties. There are no representations, warranties, covenants, conditions or
other agreements, express or implied, collateral, statutory or otherwise,
between the Parties in connection with the subject matter of this Agreement,
except as specifically set forth in this Agreement. The Parties have not relied
and are not relying on any other information, discussion or understanding in
entering into and completing the Transaction. 

	10.12 	
      Successors and Assigns




	 	(a) 	
      This Agreement becomes effective only when executed by
      Primero and McEwen. After that time, it will be binding upon and enure to
      the benefit of Primero and McEwen and their respective successors and
      permitted assigns.

	 	 	 
	 	(b) 	
      Subject to Section 10.12(c),
      neither this Agreement nor any of the rights or obligations under this
      Agreement are assignable or transferable by any Party without the prior
      written consent of the other Party.

	 	 	 
	 	(c) 	
      Notwithstanding Section 10.12(b),
      McEwen may assign all or any part of its rights and obligations under this
      Agreement to a wholly-owned direct or indirect subsidiary of McEwen
      without the consent of Primero, provided that McEwen shall provide Primero
      with no less than five (5) Business Days' prior written notice of such
      assignment.







-41- 

	10.13 	
      Severability



If any provision of this Agreement is determined to be illegal,
invalid or unenforceable by any court of competent jurisdiction, that provision
will be severed from this Agreement and the remaining provisions shall remain in
full force and effect. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the Parties shall negotiate
in good faith to modify this Agreement so as to give effect the original intent
of the Parties as closely as possible in an acceptable manner to allow the
Transaction to be completed to the fullest extent possible. 

	10.14 	
      Governing Law




	 	(a) 	
      This Agreement will be governed by and interpreted and
      enforced in accordance with the Laws of the Province of Ontario and the
      federal Laws of Canada applicable therein.

	 	 	 
	 	(b) 	
      Each Party irrevocably attorns and submits to the
      non-exclusive jurisdiction of the Ontario courts situated in the City of
      Toronto and waives objection to the venue of any proceeding in such court
      or that such court provides an inconvenient
forum.




	10.15 	
      Rules of Construction



The Parties waive the application of any Law or rule of
construction providing that ambiguities in any agreement or other document shall
be construed against the Party drafting such agreement or other document. 

	10.16 	
      Counterparts



This Agreement may be executed in any number of counterparts
(including counterparts by facsimile) and all such counterparts taken together
shall be deemed to constitute one and the same instrument. The Parties shall be
entitled to rely upon delivery of an executed facsimile or similar executed
electronic copy of this Agreement, and such facsimile or similar executed
electronic copy shall be legally effective to create a valid and binding
agreement between the Parties. 

[Remainder of page intentionally left blank. Signature
page follows.] 





 




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

	 	MCEWEN MINING INC. 
	 	 	  
	 	 	  
	 	By: 	 
	 	 	
      Name

	 	 	
      Title: 

	 	 	  




	 	PRIMERO MINING CORP.
    
	 	 
	 	 	 
	 	By:
	 	 	        
	 	 	Name:     Joseph Conway
  
		 	Title:      
      Interim President and Chief Executive Officer 






SCHEDULE "A" 
ASSUMED CONTRACTS 

	1. 	
      Custom Milling Agreement dated November 17, 2016 between
      Primero and Sage Gold Inc.

	 	 
	2. 	
      Purchase Agreement dated November 9, 2010 between Brigus
      Gold Corp. and Sandstorm Resources Ltd.

	 	 
	3. 	
      Crushing Agreement dated October 4, 2013 between 1685300
      Ontario Inc. O/A LPL Contracting with Wahgoshig Limited Partnership; term
      expired on March 21, 2017. A new Crushing Agreement dated April 1, 2017
      remains pending signatures. Services continue in the interim.

	 	 
	4. 	
      Highway Ore Haul Transportation Agreement dated March 22,
      2016 between Primero and 1685300 Ontario Inc. O/A LPL Contracting with
      Wahgoshig Limited Partnership.

	 	 
	5. 	
      Impact and Benefit Agreement dated June 3, 2011 between
      Wahgoshig First Nation and Brigus Gold Corp.

	 	 
	6. 	
      Lease agreement dated May 20, 2016 between Sandvik
      Canada, Inc. dba Sandvik Customer Finance Canada and Primero.

	 	 
	7. 	
      Lease agreement dated December 10, 2015 between Sandvik
      Canada, Inc. dba Sandvik Customer Finance Canada and Primero.

	 	 
	8. 	
      Refining Agreement No. BC-2015/09/18 dated December 31,
      2015 between Asahi Refining Canada Ltd. And Primero Mining Corp.

	 	 
	9. 	
      Supply of Goods and Services Agreement, dated May 7, 2015
      between Fountain Tire (Timmins) Ltd., and Primero Mining Corp., and
      Wahgoshig First Nation.

	 	 
	10. 	
      Product Supply Agreement, dated February 1, 2015 between
      Suncor Energy Products Partnership and Primero Mining Corp.

	 	 
	11. 	
      Fuel Supply and Equipment Agreement, dated July 14, 2014,
      between Superior Propane, a division of Superior Plus LP and Primero Gold
      Canada Inc.

	 	 
	12. 	
      Loaned Equipment Contract, dated February 15, 2015,
      between Petro-Canada Lubricants Inc., and Primero Mining Corp.

	 	 
	13. 	
      Sales Contract, dated February 1, 2015, between
      Petro-Canada Lubricants Inc., and Primero Mining Corp.

	 	 
	14. 	
      Outstanding Purchase Orders and Ordinary Course Terms and
      Conditions.



A - 1 




SCHEDULE "B" 

ACQUIRED EQUIPMENT 

(1)    Underground Equipment 

	Item 	Supplier/Vendor 	Serial/VIN 	Asset# 
	Bolter 
	Maclean Bolter 	Total Equipment 	SN 1036148-928-138 	334301 
	(Remanufactured) 	Services 	  	  
	  	  	  	  
	Compressors 
	UG Compressor 	Comairco 	201611280042 	  
	  	  	  	  
	Comairco Sullair Screw 	Comairco 	SN 201505190083 	  
	Compressor 	  	  	  
	  	  	  	  
	Comairco Compressor 	Comairco 	  	  
	  	  	  	  
	Drills 
	UG Drill - Long Hole Drill 	Walden 	T-18 	  
	  	  	  	  
	UG Drill - Longhole Buggy 	UPC 	  	339905 
	  	  	  	  
	UG Drill - Long Hole Drill 	  	  	  
	  	  	  	  
	UG Drill - Blockholer Drill 	RDH 	SN 06-919 	333105 
	  	  	  	  
	UG Drill - Bazooka 	Parts HeadQuarters 	  	  
	  	Inc. 	  	  
	Jumbo 
	UG Drill - 1 Boom Jumbo - 	Sandvik 	SN 116D36416-1 	334205 
	DD211 	  	  	  
	  	  	  	  
	UG Drill - DD420 40C - SN 	Sandvik 	SN 111D18816-1 	334204 
	111D18816- 1 	  	  	  
	  	  	  	  
	UG Drill - 410 - SN 	Sandvik 	SN L110D613 	330605 
	L110D613 	  	  	  
	  	  	  	  
	UG Drill - 1 Boom Jumbo - 	Sandvik 	SN L10D5246 	334203 
	DD310 	  	  	  
	  	  	  	  
	UG Drill - 2 Boom Jumbo - 	Sandvik 	SN 108D14052-1 	334202 
	DD420-60C - 2 	  	  	  
	  	  	  	  
	UG Drill - 2 Boom Jumbo - 	Sandvik 	SN 108D15693-1 	334201 
	DD420-60C - 1 	  	  	  
	  	  	  	  
	Electrical



B - 1 






	2.5MVA Electrical 	  	  	  
	Transformer Move 	  	  	  
	UG Fibre & Camera's 	Noront 	  	  
	  	Communication 	  	  
	UG 3 Starters & Pressure 	  	  	  
	switch 	  	  	  
	Fuel Truck 
	UG Fuel Lube Truck - 	Getman 	SN 024004 	332203 
	Sandvik 	  	  	  
	Grader 
	135H Cat Motor Grader 	CAT 	SN CBC00267 	331605 
	Lube Truck 
	Lube Tech Truck - Toyota 	Toyota 	  	  
	Land Cruiser 	  	  	  
	Pumps 
	UG Dewatering Pump 	  	SN PAC-PRJ13-0131-A-B 	  
	UG METSO 100 HP pumps 	Metso 	  	  
	Winch and Pump 	  	  	  
	Mill 10' Discharge Pump 	  	  	  
	Scissorlift 
	Scissorlift 	Marcotte 	SN M2351 	333104 
	Scissor Lift - SLX5000 	Walden 	SN 884199 	333103 
	Scissor Lift - SLX5000 	Walden 	SN 01350000DF 	333102 
	Scissor Lift - SLX5000 	Walden 	SN 0125000DR 	333101 
	Scoop Buckets 
	Scoop Bucket - 6 YD - 	Sandvik 	7706 	7706 
	LH410 	  	  	  
	Scoops 
	Sccop - LH410 	Sandvik 	SN LS10D1010 	  
	Scoop - LH410 	Sandvik 	SN L410D831 	330606 
	Scoop - LH410 	Sandvik 	SN L810D488 	330614 
	Scoop - 6 YD - LHD410 	Sandvik 	SN T0700U420 	330613









	Nautilus Remote Control 	  	  	  
	Systems for Wagner Scoops 	  	  	  
	Scoop - 2 YD - Wagner ST 	Wagner 	SN NAN090095 	330211 
	2D - NAN090095 	  	  	  
	Scoop - 2 YD - Wagner ST 	Wagner 	SN NAN1000689726 	330210 
	2D - NAN10000689726 	  	  	  
	Scoop - 2 YD - Wagner ST 	Wagner 	SN AXA100094 	330208 
	2D - AXA100094 	  	  	  
	UG Loader - LH307 - SN 	Sandvik 	SN L107D386 	330412 
	L107D386 - BUL 12 	  	  	  
	UG Loader - LH307 - SN 	Sandvik 	SN L107D374 	330407 
	L107D374 	  	  	  
	UG Loader - LH410 	Sandvik 	SN C110D627 	330604 
	Scoop - 8 YD - LHD514 - 	Sandvik 	SN L014D403 	330803 
	SN L014D403 	  	  	  
	Support Equipment 
	UG Drum Slushers - 30HP 	  	  	  
	(2) 	  	  	  
	UG Alimak C/W Rescue 	CMAC 	  	  
	Unit - 9 ft Platform 	  	  	  
	UG Shotcrete Machine & 	Kubota 	SN 21226 	  
	Robotic Arm - Minemaster 	  	  	  
	R520S with shotcrete boom 	  	  	  
	UG Kubota Backhoe - 	Kubota 	SN 21228 	330528 
	Minemaster 520S 	  	  	  
	UG Marcotte Boom Truck - 	Marcotte 	SN 3046 	332210 
	SN 3046 - 2008 	  	  	  
	UG Boom Truck - BTX5000 	Walden 	SN 1-06-528 	332211 
	UG Shotcrete Machine 	  	Aliva 252 	113003 
	UG Getman Crane Truck 	Getman 	SN D21-010 	332202 
	UG Shotcrete Machine 	KUBOTA 	  	113002 
	Support Equipment -
      Mancarriers 
	UG Toyota Truck Cab & 	Mobile Parts 	MPI-1261 	  







	Chassis 	  	  	  
	UG Toyota Man Carrier - 	Mobile Parts 	SN JTEL871J50434265 	337916 
	Electrical 	  	  	  
	UG Toyota Troop Carrier 	Mobile Parts 	SN MPI-1222 	  
	UG Toyota Truck Cab & 	Mobile Parts 	SN MPI-1224 	  
	Chassis 	  	  	  
	UG Tractor - 7 Man 	Minecat 	SN IFIMC100F6467 	337565 
	Personnel Carrier MC100F 	  	  	  
	7Man LPC RMB R/F 	  	  	  
	UG Toyota Troop 	Mobile Parts 	SN MPI-1223 	  
	Mancarrier 	  	  	  
	UG Service Vehicle 	Toyota 	JTELB71J89708209 	337904 
	UG Service Vehicle 	Toyota 	JTELB71J49708541 	337905 
	UG Toyota Truck 	Toyota 	JTELB71J607103692 	337909 
	UG Toyota Land Cruiser - 	Toyota 	JTELB71J907100589 	337910 
	4WD 	  	  	  
	UG Toyota Man Carrier 	Toyota 	SN JTELB71J197081833 	337906 
	UG Toyota Man Carrier 	Toyota 	SN JTELB71J197079329 	337907 
	UG GMC Man Carrier 	GMC 	SN 1GT322C83DF176144 	222534 
	UG Toyota Man Carrier - 	Toyota 	SN JTELB71J7876515 	337911 
	Engineering 	  	  	  
	UG Ambulance 	UPC 	  	339913 
	UG UPC - Man Carrier 	UPC 	  	337908 
	UG Toyota Landcruiser - 1 	Toyota 	No longer in use – parts 	337903 
	TON - Man Carrier 	  	only 	  
	UG Toyota Jeeps - Access 	Access 	JTELB71J097077734 	  
	(2) 	  	  	  
	UG Toyota Jeeps - Access 	Access 	JTELB71J877066719 	  
	(2) 	  	  	  
	UG Tractor - Pickup - 	UPC 	Parked – not in use 	  
	Universal (2) 	  	  	  
	UG Tractor - Pickup - 	UPC 	  	  







	Universal (2) 	  	  	  
	UG Mine Cat - UT99 Unit 	Mine Cat 	SN 1F1UT99B7324 	337507 
	7324 	  	  	  
	UG Mine Cat - BUS61 	Mine Cat 	SN IFIMC100E6210 	337561 
	UG Mine Cat - BUS62 	Mine Cat 	SN IFIMC100E6200 	337562 
	Technical Equipment 
	Wifi Camera System for 	Fountain Tire 	  	  
	Remote Scoops 	  	  	  
	UG Tire Monitoring Systems 	Fountain Tire 	  	  
	UG Mine Scanner 	  	  	  
	Transmixer 
	UG Transmixer 	Marcotte 	SN B50-569 	331901 
	Trucks 
	UG Truck Engine 	Glencore 	06RE133376 	335002 
	UG Truck - 50T - TH540 	Sandvik 	SN T440D545 	334006 
	UG Truck - 50T - TH540 	Sandvik 	SN T440D576 	334007 
	UG Truck - TH430 	Sandvik 	SN T230D033 	333005 
	UG Truck - 30T - 2 	Sandvic 	SN T130D013 	333004 
	UG Truck - 30T - 1 	Sandvik 	SN 4672 	333003 
	UG Truck - 50T -1 	Sandvik 	SN T9050406 	335002 
	UG Truck - 50T-2 	Sandvik 	SN T7050359 	335001 


(2)    Surface Equipment 

	Pick-up Trucks 
	2016 RAM 2500 - Single Cab 	 	3C6MR5AL5GG319596 	P-41 
	- Electrical Dept. 	 	  	  
	  	 	  	  
	2016 RAM 2500 - Crewcab 	 	3C6UR5CL3GG310943 	P-40 
	  	 	  	  
	2005 GMC Sierra 15 - Blue - 	 	2GTEK13T451139362 	P-36 
	Surface Pickup Truck 	 	  	  







	 	 	 	 
	2006 Ford F150 - Blue - 	  	1FTPW14576KB81135 	P-30 
	Surface Pickup Truck 	  	  	  
	  	  	  	  
	2006 Ford F150 - Blue - 	  	1FTRF14W56NB32600 	P-14 
	Driller Pickup Truck 	  	  	  
	  	  	  	  
	2006 Ford F150 - Blue - 	  	Parked 	P-31 
	Driller Pickup Truck 	  	  	  
	  	  	  	  
	Ram 2500 - VIN 206384 	  	3C6UD5CL9CG206384 	P-32 
	  	  	  	  
	Ram 2500 - VIN 217915 	  	3C6UD5CL3CG217915 	P-33 
	  	  	  	  
	2013 GMC Sierra 4x4 - VIN 	  	1GT02ZC8XDZ269852 	P-35 
	269852 	  	  	  
	  	  	  	  
	Toyota Truck - UG 	  	JTELB71J207113121 	337912 
	2007 Ford - F150 - FB71098 	  	1FTPW14V77FB71098 	P-37 
	  	  	  	  
	2008 Ford - F150 - FC28447 	  	1FTRW14W38FC28447 	P-38 
	  	  	  	  
	2010 Ford - F150 - White - 	  	1FTFW1E81AFD34514 	P-39 
	Environmental Pickup Truck 	  	  	  
	  	  	  	  
	2006 Chev Silverado - Grey - 	  	2GCEK198361113366 	P-12 
	Shifter Pickup Truck 	  	  	  
	Toyota Truck 	  	JTGRB71JFX7020079 	337914 
	  	  	  	  
	777 Truck Boxes 
	777 Truck Box 	Toromont 	No sn# 	  
	777 Trucks 
	777F truck (#01) - Toromont - 	Toromont 	SN 	  
	SN CAT0777FKJRP01309 	  	CAT0777FKJRP01309 	  
	  	  	  	  
	777F truck (#05) - Toromont - 	Toromont 	CAT0777 ...JRP02008 	  
	CAT0777 ...JRP02008 	  	  	  
	  	  	  	  
	Compressors 
	Comairco Portable 	Comairco 	  	  
	Compressor 	  	  	  
	Critical Spares 
	Surface Fan Critical Spare 	  	  	  
	Dozers 
	CAT Tracker - D6TLGP - 1 	Caterpillar 	CAT00D6TVKJL01104 	605 
	  	Financial 	  	  
	Cat 9DT 	Caterpillar 	RJS00507 	  
	  	Financial 	  	  
	D8T Dozer - 01 	  	1LPZ03058 	601 








	Excavators 
	Doosan Excavator - DX340 - 	Ready Quip 	DHKHECC0V60005354 	  
	Ready Quip 	  	  	  
	320 CL Excavator - 	  	CAT0320CKPAB02631 	  
	Rockbreaker 	  	  	  
	KOMATSU Excavator - 	Digolot 	A90445 	405 
	PC300 - Digolot - 2 	  	  	  
	385CL CAT Excavator 	  	EDA00507 	400 
	 	  	  	  
	385CL CAT Excavator - 	  	DA00475 	401 
	DA00475 	  	  	  
	Forklift 
	Warehouse Forklift 	Caterpillar 	SN#AT19C80763 	  
	Gen Sets 
	Trailer for Mitsubishi Gen Set 	Canadian 	  	  
	at Mine 	Bearing Ltd 	  	  
	Mitsubish Gen Set for Mine 	Canadian 	  	  
	  	Bearing Ltd 	  	  
	Gen Set - Cat C27 	  	CAT00C27JDWB01414 	  
	Grader 
	CAT Wheel Grader - 16H 	  	ATS00306 	  
	  	  	  	  
	Loaders 
	Loader - CAT Wheel 930G 	  	TWR01115 	  
	  	  	  	  
	Loader - JD Skid Steer - 320 	John Deere 	  	  
	  	  	  	  
	Loader - Toromont Wheel 992 	Toromont 	SN 	  
	- SN CAT0992KKH4C00358 	  	CAT0992KKH4C00358 	  
	  	  	  	  
	Loader - CAT 988 H - 02 	  	SN BXY02588 	  
	  	  	  	  
	Loader - Caterpillar IT28G 	  	8CR03408 	  
	  	  	  	  
	Loader - 320 JD Skid Steer #2 	John Deere 	  	  
	  	  	  	  
	Loader - Bobcat S70 Skid 	  	SN A3W61384 	  
	Loader 	  	  	  
	Other Trucks 
	28 Ton Boom Truck - Exact 	  	SN 293147 	  
	Crane - SN293147 	  	  	  
	  	  	  	  
	Freightliner 	Idaho-Excel 	Welding truck 	224405 
	  	  	  	  
	KOMATSU Articulating 	Digolot 	  	A-1 
	Truck - HM300-2 - Digolot 	  	  	  
	  	  	  	  
	2000 Peterbilt - 357 Tandem 	HAMILTON 	VIN 	  
	Axle PM Lube Truck - VIN 	EQUIPMENT 	1NPALAEX3YD523808 	  
	1NPALAEX3YD523808 	COMPANY 	  	 










	 	 	 	 
	2010 Kenworth - T370 - 	  	SN 	  
	Mechanics Truck - SN 	  	2NKHHN7X5AM262398 	  
	2NKHHN7X5AM262398 	  	  	  
	 	  	  	  
	CAT Water Truck - 769C - 	  	SN 01X2972 	  
	Chassis - SN 01X2972 	  	  	  
	 	  	  	  
	Freightliner - Dep 	  	Fuel truck 	224403 
	Truck/Tractor - 1998 	  	  	  
	 	  	  	  
	Surface Drills 
	Atlas Copco CM785 Crawler 	Atlas Copco 	SN 78396 	  
	Drill 	  	  	  
	 	  	  	  
	Atlas Copco CM785 Surf Drill 	Atlas Copco 	  	 








SCHEDULE "C" 

EXCLUDED ASSETS 

	1. 	
      Assets previously sold by Primero which remain at the
      Acquired Properties including:




	Items 	Supplier 	Serial/VIN 	Asset# 
	Scoop - 2 YD - Wagner ST 	Wagner 	SN NAN090161 	330209 
	2D - NAN090161 	  	  	  
	 
    	  	  	  
	Komatsu PC2000 	  	20177 	  
	Excavator/Shovel 	  	  	  
	Scoop - 3 YD - LHD203 	Sandvik 	SN L003D702 	330201 



	2. 	
      Personal Property owned by suppliers or contractors and
      located at the Acquired Properties including:




	 	(a) 	
      Norex Drilling: UG drills and vehicles (6 core rigs: 3
      Atlas Copco, 2 Boyles, 1 Marcotte; 2 Toyota Landcruisers, 2 Mine Cat
      tractors, 1 Mine Cat man carrier, 1 Lift King fork lift)

	 	 	 
	 	(b) 	
      LPL: crusher and its components, loaders, vehicles,
      tools, trailers, stacker, excavator, skid steer and boom

	 	 	 
	 	(c) 	
      Custom Concrete: batch plant, trucks, tools and
      trailers




	3. 	
      Primero Licensed Software

	 	 
	4. 	
      Personal property of Employees, including those who may
      be tenants or periodically occupy buildings on the Acquired
    Properties



C - 1 




SCHEDULE "D" 

ACQUIRED FIXED ASSETS 

All buildings and fixed structures including installed
‘portables’ located on the Acquired Properties including: 

	 	• 	Surface Buildings, Hydro Lines and Transformers
      and Storage 
	 	• 	Administration Complex and Mine Office Trailers
      including Mine Dry Trailers (2) and Wicket 
	 	• 	Mine Warehouse Huts 
	 	• 	Storage Building 
	 	• 	Mine Shop Complex including Truck Shop 
	 	• 	Vent Facilities including shaft, fan and all
      associated fittings 
	 	• 	Core Shed and Core Logging Building 
		• 	Processing Plan buildings including Assay Lab,
      workshop and all related structures and installed equipment 
	 	• 	All ductwork, ventilation, pipeline systems in
      the UG 
	 	• 	All wells, holding ponds and related
      infrastructure 
	 	• 	Tailings pond and associated pumps and
      pipelines 
	 	• 	Water and waste management infrastructure and
      systems including all pumps and pump houses 
	 	• 	Tamarack Exploration Facilities



Installed equipment in the buildings and other structures of
the Acquired Properties including: 

	 	• 	Dust collection and vacuum systems 
	 	• 	Air cannons and compressed air system in the
      processing plant and mine 
	 	• 	Fire Protection System including stench gas, UG
      workshop and fire water systems 
	 	• 	Monitoring and security systems including all
      cameras and remote sensor systems 


D - 1 




SCHEDULE "E" 

ACQUIRED INTELLECTUAL PROPERTY 

IP Licenses 


	Third
      Party Software Licenses 	# of Licences 	Comments 
	Microsoft
      Licensing 	 
    	 
    
	Microsoft Office
      Enterprise 2007 	1 	 
    
	Microsoft Office
      Professional Hybrid 2007 	1 	 
    
	Microsoft Office
      Home and Business 2010 	64 	 
    
	Microsoft Office
      Standard 2010 	0 	 
    
	Microsoft Office
      Professional Plus 2010 	1 	 
    
	Microsoft Office
      Standard 2013 	1 	 
    
	Microsoft Office
      Home and Business 2013 - en-us 	20 	 
    
	Microsoft Office
      Home and Business 2016 - en-us 	10 	 
    
	Microsoft Office
      Professional 2016 - en-us 	3 	 
    
	Microsoft Office
      Project Professional 2007 	1 	 
    
	Microsoft Project
      Standard 2010 	4 	 
    
	Microsoft Project
      Professional 2010 	1 	 
    
	Microsoft Visio
      Premium 2010 	0 	 
    
	Microsoft Visio
      Standard 2010 	2 	 
    
	Microsoft Windows
      Server 2012 R2 Standard 	4 	 
    
	SQL Server
      Standard Core 2014 	4 	 
    
	Windows CAL'S 	130
	 
    
	Remote Desktop
      CAL'S 	25 	 
    



Adobe Licensing 


	Adobe
      Acrobat DC 	1 
	Adobe Acrobat X
      Pro - English, FranÃ§ais, Deutsch 	1
  
	Adobe Acrobat XI
      Standard 	2
  



Technical Services 


	Autocad 	11 	License server on site 
	GEMCOM 	20 	License server on site 
	Amine 	1 	Site License Unlimited users




Cyber Security Suite 


	Proofpoint 	115 	email antispam/anti- 
phishing - expires
      July 
18 



E - 1 




-2- 


	OpenDNS 	95 	web filtering - expires July 18 
	Webroot 	95 	antivirus - expires Dec 17




Enterprise Resource Planning (ERP) System 


	Sage AccPac 300 Premium 2016 ERP 	15 	Maintenance fee is paid monthly




Other 


	Cisco Meraki Wireless Access Points Licenses 	22 	Expires September 16, 2019 
	Fortinet Fortigaurd 100D 	2 	1 year - Mine Serial #
FG100D3G16816443
      
Expires Sept 21, 2018 
Mill Serial # 
FG100D3G16816059
      
Expires November 11, 
2017 
	Datto Cloud Backup
    	1 	Expires April 2018 
	VmWare 	1 	Expires June 16, 2018 







SCHEDULE "F" 

ACQUIRED PROPERTIES 

See attached. 




SCHEDULE “F” 
ACQUIRED PROPERTIES 

	Property 
Rights 	Pin # 	Lease 	Expiry 	Hectares 	Parcel 	Lot & Concession 	Address 	Claim 	Rights 	Parcel Type 	Twnp 	Associated 
Pins
    
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface 	 	 	 	 	 	 	 	 	 	 	 	65363- 
	Rights Only 	65363-0026 	 	 	32 	12080 	S1/2 Lot 7 con 1 	 	 	SRO 	Fee Simple 	Stock 	0204 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	65363-0027 	 	 	32 	18786 	Pt S1/2 Lot 7 con 1 	 	 	SMR 	Fee Simple 	Stock 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	N 1/2 of N1/2 Lot 9 	 	 	 	 	 	 
	Mining Rights 	65363-0060 	108205 	February 28, 2029 	30.35 	270 	con 1 	 	L70548, L70549 	SMR 	Leasehold 	Stock 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	 	 	L70550, 	 	 	 	 
	Mining Rights 	65363-0061 	108204 	February 28, 2029 	56.65 	271 	N Pt Lot 8 con 1 	 	L70551, 	SMR 	Leasehold 	Stock 	 
	 	 	 	 	 	 	 	 	L70552, L70553 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	65363-0062 	 	 	32 	5714 	N 1/2 Lot 7 con 1 	5300 Hwy 101 W 	 	SMR 	Fee Simple 	Stock 	
	Mining Rights 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	 	 	L70554, 	 	 	 	 
	Mining Rights 	65363-0064 	108203 	February 28, 2029 	61.92 	272 	N1/2 Lot 5 con 1 	 	L70555, 	SMR 	Leasehold 	Stock 	
		 	 	 	 	 	 	 	L70556, L70557 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	65363-0065 	 	 	32 	7130 	N 1/2 Lot 4 con 1 	1495 Caribou Rd W 	 	SMR 	Fee Simple 	Stock 	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	 	 	L70542, 	 	 	 	 
	Mining Rights 	65363-0085 	108208 	February 28, 2029 	68.8 	269 	S Pt Lot 6 con 2 	 	L70543, 	SMR 	Leasehold 	Stock 	
		 	 	 	 	 	 	 	L70546, L70547 	 	 	 	 
	 	 	 	 	 	 	 	 	L70540, 	 	 	 	 
	Surface and 	65363-0086 	108206 	February 28, 2029 	67.58 	268 	S Pt Lot 7 con 2 	 	L70541, 	SMR 	Leasehold 	Stock 	
	Mining Rights 	 	 	 	 	 	 	 	L70544, L70545 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	S1/2 S1/2 Lot 8 con 	 	 	 	 	 	 
	Mining Rights 	65363-0087 	108207 	February 28, 2029 	30.76 	267 	2	 	L70538, L70539 	SMR 	Leasehold 	Stock 	
		 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	S1/2 S1/2 Lot 9 con 	 	 	 	 	 	 
	Mining Rights 	65363-0088 	108209 	February 28, 2029 	33.08 	266 	2  	 	L70536, L70537 	SMR 	Leasehold 	Stock 	
		 	 	 	 	 		 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface 	 	 	 	 	 	 	 	 	 	 	 	65363- 
	Rights Only 	65363-0091 	 	 	64 	14573 	N Pt Lot 7 con 2 	 	 	SRO 	Fee Simple 	Stock 	
		 	 	 	 	 	 	 	 	 	 	 	0231 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	 	 	 	 	 	 	 	 	 	 	 	65363- 
	Only
    	65363-0204 	 	 	32 	19217 	S 1/2 Lot 7 con 1 	 	 	MRO 	Fee Simple 	Stock 	
		 	 	 	 	 	 	 	 	 	 	 	0026 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	 	 	 	 	 	 	 	 	 	 	 	65363- 
	Only
    	65363-0210 	 	 	64 	14806 	S Pt Lot 6 con 1 	 	 	MRO 	Fee Simple 	Stock 	
		 	 	 	 	 	 	 	 	 	 	 	0025 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	 	 	 	 	 	 	 	 	 	 	 	65363- 
	Only
    	65363-0219 	 	 	64 	8458 	S Pt Lot 8 con 1 	 	 	MRO 	Fee Simple 	Stock 	
		 	 	 	 	 	 	 	 	 	 	 	0028 
	Mining Rights 	 	 	 	 	 	S Pt Broken Lot 10 	 	 	 	 	 	65363- 
	Only
    	65363-0225 	 	 	64 	5183 	con 1	 	 	MRO 	Fee Simple 	Stock 	
		 	 	 	 	 	 	 	 	 	 	 	0030 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Pt Lot 8 con 2 (N1/2 	 	P1226419, 	 	 	 	 
	 	 	 	 	 	 	& N1/2 of S1/2) & Pt
	 	P1226420, 	 	 	 	 
	 	 	 	 	 	 	Lot 8 con 3 (S1/2 of 	 	P1226421, 	 	 	 	 
	Surface and 	 	 	 	 	 	S1/2) & Pt Lot 9 con	 	P1226656, 	 	 	 	 
	Mining Rights 	65363-0232 	107376 	October 31, 2022 	257.08 	1871 	2 (N1/2 & N1/2 of 	 	P1226657, 	SMR 	Leasehold 	Stock 	
		 	 	 	 	 	S1/2) & Lot 9 con 3 	 	P1226658, 	 	 	 	 
	 	 	 	 	 	 	(s1/2 of S1/2) 	 	P1226659, 	 	 	 	 
	 	 	 	 	 	 	 	 		 	 	 	 






SCHEDULE “F” 
ACQUIRED PROPERTIES 

	Property 
Rights 	Pin # 	Lease 	Expiry 	Hectares 	Parcel 	Lot & Concession 	Address 	Claim 	Rights 	Parcel Type 	Twnp 	Associated 
Pins
    
	  	  	  	  	  	  	  	  	P1226661, 	  	  	  	  
	  	  	  	  	  	  	  	  	P1226662, 	  	  	  	  
	  	  	  	  	  	  	  	  	P1226663, 	  	  	  	  
	  	  	  	  	  	  	  	  	P122664, 	  	  	  	  
	  	  	  	  	  	  	  	  	P1226665, 	  	  	  	  
	  	  	  	  	  	  	  	  	P1226666, 	  	  	  	  
	  	  	  	  	  	  	  	  	P12266667 	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	  	  	  	  	  	Pt Broken Lot 10 	  	P525654, 	  	  	  	65363- 
	Only
    	65363-0233 	109009 	February 28, 2033 	33.99 	1657 	con 1 	  	P567927 	MRO 	Leasehold 	Stock 	0056-0057 
		  	  	  	  	  		  		  	  	  	
	  	  	  	  	  	  	  	  	P516672, 	  	  	  	  
	  	  	  	  	  	  	  	  	P516673, 	  	  	  	  
	  	  	  	  	  	  	  	  	P522387, 	  	  	  	  
	Mining Rights 	  	  	  	  	  	  	  	P522388, 	  	  	  	Land under 
	Only
    	65363-0234 	109008 	February 28, 2033 	109.72 	1658 	Pt Lot 11 con 1 	  	P522389, 	MRO 	Leasehold 	Stock 	water 
		  	  	  	  	  	  	  	P522390, 	  	  	  	
	  	  	  	  	  	  	  	  	P522391, 	  	  	  	  
	  	  	  	  	  	  	  	  	P522392 	  	  	  	  
	  	  	  	  	  	  	  	  		  	  	  	  
	  	  	  	  	  	  	  	  	P354552, 	  	  	  	  
	Mining Rights 	  	  	  	  	  	  	  	P354553, 	  	  	  	65363- 
	Only
    	65363-0235 	107319 	July 31, 2021 	139.82 	1195 	N Pt Lot 3 con 1 	  	P354554, 	MRO 	Leasehold 	Stock 	0066 
		  	  	  	  	  	  	  	P354555 	  	  	  	
	  	  	  	  	  	  	  	  		  	  	  	  
	  	  	  	  	  	  	  	  	P354605, 	  	  	  	  
	Mining Rights 	  	  	  	  	  	  	  	P354606, 	  	  	  	65363- 
	Only
    	65363-0236 	107319 	July 31, 2021 	  	1195 	S Pt Lot 4 con 2 	  	P354607,	MRO 	Leasehold 	Stock 	0080 
		  	  	  	  	  	  	  	P354608 	  	  	  	
	  	  	  	  	  	  	  	  		  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	  	  	  	  	  	SE1/4 N1/2 Lot 9 	  	  	  	  	  	65636- 
	Only
    	65363-0237 	107319 	July 31, 2021 	  	1195 	  	  	P342351 	MRO 	Leasehold 	Stock 	0059 
		  	  	  	  	  	con 1 	  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	  	  	  	  	  	  	L76082, 	  	  	  	65363- 
	Mining Rights 	65363-0238 	107198 	February 28, 2019 	64.75 	1131 	S1/2 Lot 5 con 2 	  	L76083, 	MRO 	Leasehold 	Stock 	0084-0083- 
	Only 	  	  	  	  	  	  	  	L76084, L76087 	  	  	  	0082-0081 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	  	  	  	  	  	Lot 10 con 1 	  	  	  	  	  	Land under 
	Only
    	65363-0239 	109464 	July 31, 2034 	23.07 	475 	(Underwater) 	  	L73709, L73710 	MRO 	Leasehold 	Stock 	water 
		  	  	  	  	  		  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	  	  	  	  	  	SW1/4 of N1/2 Lot 9 	  	  	  	  	  	65363- 
	Only
    	65363-0240 	108584 	September 30, 2031 	15.18 	376 	con 1 	  	L76079 	MRO 	Leasehold 	Stock 	0059
		  	  	  	  	  		  	  	  	  	  	 
	  	  	  	  	  	  	  	  	L76080, 	  	  	  	  
	Mining Rights 	  	  	  	  	  	  	  	L76081, 	  	  	  	65363- 
	Only
    	65363-0241 	109389 	May 31, 2034 	64.75 	471 	N Pt Lot 6 con 1 	  	L76085, L76086 	MRO 	Leasehold 	Stock 	0063 
	  	  	  	  	  	  	  	  		  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	Surface and 	65366-0126 	  	  	58.75 	24577 	S1/2 Lot 5 con 1 	  	  	SMR 	Fee Simple 	Beatty 	  
	Mining Rights 	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	  	  	  	  	  	  	  	  	  	  	  
	Surface and 	65366-0127 	  	  	61.43 	14572 	Pt Lot 6 con 1 	  	  	SMR 	Fee Simple 	Beatty 	  
	Mining Rights 	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	  	  	  	  	  	  	  	  	  	  	  	65366- 
	Only
    	65366-0129 	  	  	123.27 	23874 	Pt Lot 7 con 1 	  	  	MRO 	Fee Simple 	Beatty 	0128-0024- 0186
		  	  	  	  	  	  	  	  	  	  	  	






SCHEDULE “F” 
ACQUIRED PROPERTIES 

	Property 
Rights 	Pin # 	Lease 	Expiry 	Hectares 	Parcel 	Lot & Concession 	Address 	Claim 	Rights 	Parcel Type 	Twnp 	Associated 
Pins
    
	  	  	  	  	  	  	  	  	  	  	  	  	  
	Surface and 	65366-0143 	  	  	63.18 	4150 	S Pt Lot 8 con 1 	  	  	SMR 	Fee Simple 	Beatty 	  
	Mining Rights 	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	  	  	  	  	  	  	  	  	  	  	  
	Surface and 	65366-0186 	  	  	1.94 	13005 	S Pt Lot 7 con 1 	2649 Hwy 101 E. 	  	SMR 	Fee Simple 	Beatty 	  
	Mining Rights 	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	  	  	  	  	S Pt Broken Lot 7 	  	  	  	  	  	65366- 
	  	65366-0188 	  	  	  	13006 	Con 1 	2617 Hwy 101 E. 	  	SRO 	Fee Simple 	Beatty 	0187 
	  	  	  	  	  	  		  	  	  	  	  	
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	  
	Mining Rights 	65366-0199 	108180 	April 30, 2029 	16.22 	  	Pt Lot 6 con 1 	  	L1115059 	SMR 	Leasehold 	Beatty 	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	  
	Mining 	  	  	  	  	  	  	  	  	  	  	  	  
	Rights- 	65380-0489 	  	  	64.19 	16262 	N1/2 Lot 3 con 4 	  	  	SMR 	Schumacher 	Hislop 	  
	Schumacher 	  	  	  	  	  	  	  	  	  	  	  	  
	Lease 	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	  
	Mining 	  	  	  	  	  	  	  	  	  	  	  	  
	Rights- 	65380-0490 	  	  	32.5 	16265 	NW Pt Lot 2 con 4 	  	  	SMR 	Schumacher 	Hislop 	  
	Schumacher 	  	  	  	  	  	  	  	  	  	  	  	  
	Lease 	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	  
	Mining 	  	  	  	  	  	  	  	  	  	  	  	  
	Rights- 	65380-0491 	  	  	32.5 	16266 	NE Pt Lot 2 con 4 	  	  	SMR 	Schumacher 	Hislop 	  
	Schumacher 	  	  	  	  	  	  	  	  	  	  	  	  
	Lease 	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	S Pt Broken Lot 3 	  	  	  	  	  	65380- 
	Mining Rights 	65380-0495 	  	  	2.1 	21256 	con 5 	  	  	SRO 	Fee Simple 	Hislop 	0498 
		  	  	  	  	  		  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	Pt S Pt Broken Lot 3 	  	  	  	  	  	65380- 
	Mining Rights 	65380-0496 	  	  	2.1 	21255 	con 5 	1624 Tamarack Rd. 	  	SRO 	Fee Simple 	Hislop 	0498 
		  	  	  	  	  		  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	65380- 
	Mining Rights 	65380-0497 	  	  	2.2 	21254 	Pt S Pt Lot 3 con 5 	1572 Tamarack Rd. 	  	SRO 	Fee Simple 	Hislop 	0498  
		  	  	  	  	  	  	  	  	  	  	  	
	  	  	  	  	  	  	  	  	  	  	  	  	  
	Surface and 	  	  	  	  	  	S Pt Broken Lot 3 	  	  	  	  	  	65380- 
	Mining Rights 	65380-0498 	  	  	58.08 	3852 	con 5 	  	  	SMR 	Fee Simple 	Hislop 	0497-0496- 
		  	  	  	  	  		  	  	  	  	  	0495 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	E1/2 of S1/2 Lot 4 	  	  	  	  	  	65380- 
	Mining Rights 	65380-0499 	  	  	32.1 	11125 	con 5	  	  	SRO 	Fee Simple 	Hislop 	0636 
		  	  	  	  	  	 	  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	W1/2 of N1/2 Lot 4 	  	  	  	  	  	65380- 
	Mining Rights 	65380-0520 	  	  	118.25 	23687 	con 5  	1169 Pine Rd. 	  	SMR 	Fee Simple 	Hislop 	0636 
		  	  	  	  	  		  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	65380- 
	Mining Rights 	65380-0521 	  	  	3.15 	24023 	N1/2 Lot 4 con 5 	  	  	SRO 	Fee Simple 	Hislop 	0636 
		  	  	  	  	  	  	  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	Pt of N1/2 Lot 4 con 	  	  	  	  	  	65380- 
	Mining Rights 	65380-0522 	  	  	4.66 	16736 	5  	1093 Pine Rd. 	  	SRO 	Fee Simple 	Hislop 	0636 
		  	  	  	  	  		  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	65380- 
	Mining Rights 	65380-0523 	  	  	3.15 	24024 	Pt Lot 4 con 5 	  	  	SRO 	Fee Simple 	Hislop 	0636  
		  	  	  	  	  	  	  	  	  	  	  	






SCHEDULE “F” 
ACQUIRED PROPERTIES 

	Property 
Rights 	Pin # 	Lease 	Expiry 	Hectares 	Parcel 	Lot &
    Concession 	Address 	Claim 	Rights 	Parcel Type 	Twnp 	Associated
      
Pins 
	  	  	  	  	  	  	  	  	  	  	  	  	  
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	65380- 
	Mining Rights 	65380-0524 	  	  	0.68 	19093 	Pt Lot 4 con 5 	1011 Pine Rd. 	  	SRO 	Fee Simple 	Hislop 	0636 
		  	  	  	  	  	  	  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	N1/2 of N1/2 Lot 3 	  	  	  	  	  	65380- 
	Mining Rights 	65380-0525 	  	  	32.6 	10255 	con 5 	  	  	SRO 	Fee Simple 	Hislop 	0636  
		  	  	  	  	  		  	  	  	  	  	
	  	  	  	  	  	  	  	  	  	  	  	  	  
	Surface and 	65380-0526 	  	  	65 	2563 	N 1/2 lot 2 con 5 	  	  	SMR 	Fee Simple 	Hislop 	  
	Mining Rights 	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	65380-0530 	  	  	65.81 	3310 	S 1/2 Lot 3 con 6 	1296 Tamarack Rd. 	  	SMR 	Fee Simple 	Hislop 	  
	Mining Rights 	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	  
	Mining Rights 	65380-0531 	  	  	68.04 	10706 	S 1/2 Lot 4 con 6 	1074 Pine Rd. 	  	SMR 	Fee Simple 	Hislop 	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	  
	Mining Rights 	65380-0532 	  	  	32.6 	6413 	SW 1/4 Lot 6 con 6 	  	  	SMR 	Fee Simple 	Hislop 	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	Pt Broken Lot 7 con 	  	  	  	  	  	  
	Mining Rights 	65380-0534 	  	  	59.33 	388 	6 	1604 Pine Rd. 	  	SMR 	Fee Simple 	Hislop 	  
		  	  	  	  	  		  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	  
	Mining Rights 	65380-0552 	  	  	66.83 	7745 	N 1/2 Lot 8 con 6 	  	  	SMR 	Fee Simple 	Hislop 	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	  
	Mining Rights 	65380-0553 	  	  	18.63 	4707 	Pt N Pt Lot 7 con 6 	  	  	SMR 	Fee Simple 	Hislop 	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	65380- 
	Mining Rights 	65380-0555 	  	  	39.95 	15466 	Pt N Lot 7 con 6 	  	  	SRO 	Fee Simple 	Hislop 	0556 
		  	  	  	  	  	  	  	  	  	  	  	
		  	  	  	  	  		  	  	  	  	  	65380- 
	Surface and 	  	  	  	  	  	N 1/2 Lot 6 con 6 & 	  	  	  	  	  	0557 & 
	Mining Rights	65380-0556 	  	  	39.89 	23876 	Pt N Pt Broken Lot 7 	  	  	MRO 	Fee Simple 	Hislop 	65380- 
		  	  	  	  	  	con 6 	  	  	  	  	  	0555 
	  	  	  	  	  	  		  	  	  	  	  	
	Surface and 	  	  	  	  	  	  	  	  	  	  	  	
	Mining Rights 	65380-0557 	  	  	62.95 	2582 	N1/2 Lot 6 con 6 	2839 Hwy 101 E. 	  	SRO 	Fee Simple 	Hislop 	65380- 
		  	  	  	  	  	  	  	  	  	  	  	0556 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	  	  	  	  	  	Pt NE 1/4 Lot 5 con 	  	  	  	  	  	  
	Mining Rights 	65380-0558 	  	  	32.62 	11511 	6  	  	  	SMR 	Fee Simple 	Hislop 	  
		  	  	  	  	  		  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	Surface and 	65380-0559 	  	  	62.87 	3393 	N1/2 Lot 4 con 6 	  	  	SMR 	Fee Simple 	Hislop 	  
	Mining Rights 	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	  	  	  	  	  	  	  	  	  	  	  
	Surface and 	65380-0566 	  	  	64.6 	23777 	N 1/2 Lot 4 con 4 	  	  	SMR 	Fee Simple 	Hislop 	  
	Mining Rights 	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	  	  	  	  		  	  	  	  	  	65380- 
	Mining Rights 	  	  	  	  	  	N1/2 of N1/2 Lot 4 	  	L512572, 	  	  	  	0499-0520- 
	Only
    	65380-0636 	108420 	November 30, 2030 	32.4 	1735 	con 5 & E 1/2 of S 	  	L512573 	MRO 	Leasehold 	Hislop 	0521-0522- 
		  	  	  	  	  	1/2 & 	  		  	  	  	0523-0524- 
	  	  	  	  	  	  		  	  	  	  	  	0525 
	  	  	  	  	  	  	  	  	  	  	  	  	
	  	  	  	  	  	  	  	  		  	  	  	  
	  	  	  	  	  	  	  	  	L512568, 	  	  	  	  
	  	  	  	  	  	  	E1/2 of S1/2 Lot 4 	  	L512569, 	  	  	  	65380- 
	Mining Rights 	  	  	  	  	  	con 5 & S 1/2 of N 	  	L512571, 	  	  	  	0499-0520- 
	Only	65380-0636 	108421 	November 30, 2030 	129.6 	1735 	1/2 Lt 4 con 5 & 	  	L512574, 	MRO 	Leasehold 	Hislop 	0521-0522- 
	 	  	  	  	  	  	N1/2 Lot 3 con 5 	  	L512575, 	  	  	  	0523-0524- 
	  	  	  	  	  	  		  	L512576, 	  	  	  	0525 
	  	  	  	  	  	  	  	  	L512577 	  	  	  	
	  	  	  	  	  	  	  	  		  	  	  	  







SCHEDULE “F” 
ACQUIRED PROPERTIES 

	Property 
Rights 	Pin # 	Lease 	Expiry 	Hectares 	Parcel 	Lot & Concession 	Address 	Claim 	Rights 	Parcel Type 	Twnp 	Associated 
Pins
    
		 	 	 	 	 		 		 	 	 	 
	Mining Rights 	65380-0637 	109227 	May 31, 2033 	33.76 	1726 	W1/2 of S1/2 Lot 5 	 	L547989, 	MRO 	Leasehold 	Hislop 	Crown Land 
	Only 	 	 	 	 	 	con5 	 	L547990 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 	 	 
	Mining Rights 	 	 	 	 	 	S1/2 Lot 5 con 6, 	 	L531728, 	 	 	 	65380- 
	Only  	65380-0638 	109227 	May 31, 2033 	84.68 	1726 	SE1/4 S 1/2 Lot 6 	 	L531729, 	MRO 	Leasehold 	Hislop 	0681  
		 	 	 	 	 	con 6 	 	L531730, 	 	 	 	
	 	 	 	 	 	 		 	L531731 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	65380-0670 	108179 	April 30, 2029 	33.26 	 	Pt Lot 5 con 6 	 	L1048334 	SMR 	Leasehold 	Hislop 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surface and 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	65380-0670 	108179 	April 30, 2029 	 	 	Pt Lot 6 Con 6 	 	L1048335 	SMR 	Leasehold 	Hislop 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	 	 	 	 	 	 	 	 	 	 	 	Land under 
	Only
    	65380-0671 	108181 	April 30, 2029 	9.85 	 	Pt Lot 7 con 6 	 	L1113087 	MRO 	Leasehold 	Hislop 	water 
		 	 	 	 	 	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mining Rights 	 	 	 	 	 	 	 	 	 	 	 	 
	Only 	65380-0676 	108264 	September 30, 2029 	16.89 	 	Pt Lot 5 con 6 	 	L1048333 	SMR 	Leasehold 	Hislop 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 		 	 	 	 
	 	 	 	 	 	 	S1/2 Lot 5 con 6, 	 	L531728, 	 	 	 	 
	Surface and 	 	 	 	 	 	SE1/4 S 1/2 Lot 6 	 	L531729, 	 	 	 	65380- 
	Mining Rights 	65380-0681 	109416 	May 31, 2033 	84.68 	 	con 6	 	L531730, 	SRO 	Leasehold 	Hislop 	0638 
		 	 	 	 	 	 	 	L531731, 	 	 	 	
	 	 	 	 	 	 	 	 	L547915 	 	 	 	 
	 	 	 	 	 	 	 	 		 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	OTHER 	 	 	 	 	 	Description 	 	Claims 	 	 	Twnp 	 
	 	 	 	 	 	 	
      N1/2 LOT 9 CON
    6      
	 	 	 	 	 	 
	 	 	 	 	 	 	
      E1/2 OF N1/2 L-10    
	 	 	 	 	 	 
	 	 	 	 	 	 	
      C-6 
	 	P 1206783 	 	 	Bond 	 
	 	 	 	 	 	 	
      ALL OF LOT 5, CON. 
	 	 	 	 	 	 
	 	 	 	 	 	 	
      VI 
	 	P 1207243 	 	 	Bond 	 
	 	 	 	 	 	 	
      N1⁄2 OF LOT 3, CON.  
	 	 	 	 	 	 
	 	 	 	 	 	 	
      VI 
	 	P 1207249 	 	 	Bond 	 
	 	 	 	 	 	 	
      S1⁄2 OF LOT 4, CON.     
	 	 	 	 	 	 
	 	 	 	 	 	 	
      VI 
	 	P 1207250 	 	 	Bond 	 
	 	 	 	 	 	 	
      S1⁄2 LOT 7 CON VI &    
	 	 	 	 	 	 
	 	 	 	 	 	 	
      N1⁄2 OF N1⁄2, LOT 7,    
	 	 	 	 	 	 
	 	 	 	 	 	 	
      CON V 
	 	P 1207251 	 	 	Bond 	 
	 	 	 	 	 	 	
      S1⁄2 OF LOTS 8 &
    9,       
	 	 	 	 	 	 
	 	 	 	 	 	 	
      CON. VI 
	 	P 1207254 	 	 	Bond 	 
	 	 	 	 	 	 	
      W1/2 OF S1/2 LOT 3 
	 	 	 	 	 	 
	 	 	 	 	 	 	
      CON 6 
	 	P 1227930 	 	 	Bond 	 
	 	 	 	 	 	 	
      S 1/2 Lot 6, Con 6 
	 	P 3003093 	 	 	Bond 	 
	 	 	 	 	 	 	
      n1/2 L6, C6 
	 	P 4240516 	 	 	Bond 	 
	 	 	 	 	 	 	
      NW1/2 of N1/2 Lot    
	 	 	 	 	 	 
	 	 	 	 	 	 	
      5, Con 2 
	 	P 1213713 	 	 	Stock 	 
	 	 	 	 	 	 	
      ALL OF S1/2 LOT 5,    
	 	 	 	 	 	 
	 	 	 	 	 	 	
      CON 1 
	 	P 1219102 	 	 	Stock 	 






SCHEDULE “F” 
ACQUIRED PROPERTIES 

	Property 
Rights 	Pin # 	Lease 	Expiry 	Hectares 	Parcel 	Lot &
    Concession 	Address 	Claim 	Rights 	Parcel Type 	Twnp 	Associated
      
Pins 
	  	 	  	  	  	  	
      SE 1/4 OF S1/2 LOT 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      12 CON 2 
	  	P 1226669 	  	  	 Stock 	
	  	 	  	  	  	  	
      SW1/4 OF S1/2 LOT 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      11 CON 2 
	  	P 1226670 	  	  	 Stock 	
	  	 	  	  	  	  	
      NW 1/4 of S 1/2 LOT 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      11, CON. 2 
	  	P 1226677 	  	  	 Stock 	
	  	 	  	  	  	  	
      NE 1/4 OF S1/2 LOT 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      12 CON 2 
	  	P 1226678 	  	  	 Stock 	
	        	 	 	 	 	 	
      NE1/4 OF S1/2 OF    
	 	 	 	 	 	 
	  	 	  	  	  	  	
      LOT 11, CON II 
	  	P 1227487 	  	  	 Stock 	
	  	 	  	  	  	  	
      NW1/4 OF S1/2 LOT 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      10, CON II 
	  	P 1227488 	  	  	 Stock 	
	         	 	 	 	 	 	
      NE1/4 OF S1/2 OF   
	 	 	 	 	 	 
	  	 	  	  	  	  	
      LOT 10, CON II 
	  	P 1227489 	  	  	 Stock 	
	         	 	 	 	 	 	
      SE1/4 OF S1/2 OF   
	 	 	 	 	 	 
	  	 	  	  	  	  	
      LOT 11, CON II 
	  	P 1227493 	  	  	 Stock 	
	  	 	  	  	  	  	
      SW1/4 S1/2 LOT 10 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      CON 2 
	  	P 1227494 	  	  	 Stock 	
	       	 	 	 	 	 	
      SE1/4 OF S1/2 OF   
	 	 	 	 	 	 
	  	 	  	  	  	  	
      LOT 10, CON II 
	  	P 1227495 	  	  	 Stock 	
	     	 	 	 	 	 	
      S1/2 L7, OPEN PT    
	 	 	 	 	 	 
	        	 	 	 	 	 	
       N1/2 L7, OPEN PT   
	 	 	 	 	 	 
	  	 	  	  	  	  	
      L6, CON 4 
	  	L 4254503 	  	  	 Beatty 	
	  	 	  	  	  	  	
      PT S1/2 LOT 5 & LOT 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      4, CON 4 
	  	L 4254504 	  	  	 Beatty 	
	         	 	 	 	 	 	
      N 1/2 OF LOT 5,   
	 	 	 	 	 	 
	  	 	  	  	  	  	
      CON 3 
	  	L 4254528 	  	  	 Beatty 	
	  	 	  	  	  	  	
      SW1/4 N1/2 L3 C3, 
	  	  	  	  	 	  
	        	 	 	 	 	 	
      S1/2 L3 C3, NE1/4    
	 	 	 	 	 	 
	  	 	  	  	  	  	
      N1/2 L3 C2 
	  	L 4254532 	  	  	Beatty  	
	        	 	 	 	 	 	
      N1/2 LOT 7, E1/2    
	 	 	 	 	 	 
	  	 	  	  	  	  	
      S1/2 LOT 7, LOT 6, 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      CON 3 
	  	L 4254535 	  	  	 Beatty 	
	  	 	  	  	  	  	
      S1/2 N1/2 L4, W1/2 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      S1/2 L4, SE1/4 S1/2 
	  	  	  	  	 	  
	  	 	  	  	  	  	
      L4, CON 3 
	  	L 4254537 	  	  	 Beatty 	






SCHEDULE "G" 
ACQUIRED ROYALTIES 


	Date 	Description 	Instrument
      
Number 	Properties
      Affected 
	Black Fox Royalties 
	July 11, 
2007 	Net Smelter Royalty Agreement
      between Lisa Steinman (Royalty Holder) and Apollo Gold Corporation. 	CB31855 	65366 − 0143 LT 
	March 25, 
2009 	Royalty Agreement between Apollo Gold
      Corporation and Newmont Canada Corporation. 	CB56624 	PIN 65380 − 0498 LT; 65380 − 0499 LT;
      65380 − 0520 LT; 65380 − 0566 LT; 65380 − 0636 LT; 65380 − 0637 LT; 65380
      − 0638 LT 
	October 31, 
1989 	Agreements between A. Peter
      Ginn, G.E. Parsons Ltd., Goldpost Resources Inc. and Mining Corporation of
      Canada Limited 	C390836 	65380 – 0498 LT; 65380-0520 LT;
      65380-0566 LT; 65380- 0636 LT; 65380-0637 LT; 65380-0638 
	February 10, 
2003 	Net Smelter Royalty Agreement
      between Ray Durham (Royalty Holder) and Apollo Gold Corporation. 	CB64500 	65380 − 0553 LT 
	September 20, 
2011 	Net Smelter Royalty Agreement
      among Thomas Macfarlane and Sheila Macfarlane (Collectively Royalty
      Holders) and Brigus Gold Corp. 	CB64501 	65380 − 0530 LT 
	January 26, 
2012 	Net Smelter Royalty Agreement
      among David Ross Riehl, Helen Bernadette and Dale Richard Stere, Russel
      Rae Stere, Trevor Verle Stere (collectively Royalty Holders) and Brigus
      Gold Corp. 	CB81771 	65380 − 0526 LT 
	August 24, 
2004 	Net Smelter Royalty Agreement
      among Apollo Gold Corporation and Timmins Forest Productions Ltd. 	CB1793 	65366-0126




G - 1 




-2- 


	September 14, 
1998 	Acknowledgment of Agreement between Shirley
      Alyman, Raphael Alyman (Owners) and Exall Resources Limited (Exall) 	C488166 	65380-0532 LT; 65380-0534 LT 
	August 30, 
2002 	Royalty Agreement between Apollo Gold
      Corporation and Shirley Maud Alyman and Raphael Thomas Alyman 	C524197 	65380-0532 LT; 65380-0534 LT 
	July 29, 
2002 	Assignment, Assumption and Consent Agreement
      between Apollo Gold Corporation (Assignee), Exall Resources Limited
      (Assignor), and Donald Plouffe (Plouffe) 	C523971 	65380-0552 
	November 20, 
2003 	Net Smelter Royalty Agreement between Apollo
      Gold Corporation and Mildred Elizabeth Ewen 		65380-0558; 65380-0559 
	July 27, 
2011 	Purchase Agreement between 1074127 Ontario Ltd.
      (Guidoccio), and Brigus Gold Corp. 		L4254503; L4254504; L454528; L42537; F4254532;
      L4254535 
	Grey Fox Royalties 
	November 6, 
2007 	Indenture between The Canada
      Trust Company as surviving Trustee of the Canadian Estate of Frederick
      William Schumacher (Lessor) and Apollo Gold Corporation as Lessee for a
      term of 20 years. 	CB66026 	65380-0489 LT; 65380-0490 LT;
      65380-0491 LT 
	September 25, 
2012 	Net Smelter Royalty Agreement
      among Brent George Gray and Tracy Edwin Gray (collectively Royalty
      Holders) and Brigus Gold Corp. 	CB88555 	65380 − 0498 LT








-3- 


	August 
1998 	
      Royalty Agreement between Glimmer Resources Inc. and
      Joachim Joseph DeCarlo 
	
      C485344 
	
      Parcel 145722, in the Register for South East Cochrane,
      situate in the township of Beatty, in the district of Cochrane and
      Province of Ontario, namely: the South Part of Lot 6, in the First
      Concession of the said Township of Beatty, containing by admeasurement One
      Hundred and Fifty- One (151) Acres, more or less. 

	MILL 
	December 
20, 2007 	
      Assignment and Assumption Agreement between Newmont
      Canada Limited (Assignor) and Franco- Nevada Corporation (Assignee)

	
      CB25242 
	
      65363-0062 LT 

	January 20, 
1997 	
      Agreement between Ulysses Levinson and St. Andrew
      Goldfields Ltd. 
		
      65363-0210 

	CLAIMS 
	June 4, 
1996 	
      Agreement between George Fournier and St. Andrew
      Goldfields Ltd. 
		
      All of the North half of Lot 9, Concession 6 and all of
      the east half of the North half of Lot 10, Concession 6, Township of Bond
      

	February 
28, 1997 	
      Agreement between Patrick Gryba and St. Andrew Goldfields
      Ltd. 
		
      P-1213713 
P-1219102 

	June 8, 
1998 	
      Agreement between Mr. Jack Roberts, Mr. Mike Tremblay and
      St. Andrew Goldfields Ltd. 
		
      P-1227487 – NE 1/4, S1/2, Lot 11, Concession 2
      
P-1227488 – NW 1/4, S1/2, Lot 10, Concession 2 
P-1227493 – SE 1/4,
      S1/2, Lot 11, Concession 2 
P-1227494 – SW 1/4, S1/2, Lot 10,
      Concession 2 
P-1227495 – SE 1/4, S1/2, Lot 10, Concession 2 

	May 31, 
1996 	
      Agreement between Mike Caron, Robert Robitaille, Dennis
      Chevrefils and St. Andrew Goldfields Ltd. 
		
	OTHER 
		
      Mr. Michael Crites 
		
      65363-0025 LT . Company pays Mr. Crites a nominal annual
      fee to run a pipe over his land. 








SCHEDULE "H" 

REQUIRED CONSENTS AND APPROVALS 

	1. 	
      Lenders' consent pursuant to the BMO Credit
    Agreement.

	 	 
	2. 	
      Sandstorm's consent pursuant to the Sandstorm Gold Stream
      Agreement.

	 	 
	3. 	
      Consent of the Minister of Northern Development and Mines
      (Ontario) in respect of the transfer of the mineral leases comprising the
      Acquired Properties.

	 	 
	4. 	
      Consent of the Minister of Northern Development and Mines
      (Ontario) in respect of the assignment of the Closure Plans to
    McEwen.

	 	 
	5. 	
      Issuance to McEwen of new Permits To Take Water to
      replace permit #6377-88UJE5 issued to Brigus Gold Corp. and permit
      #6824-9VCNXB issued to Primero.

	 	 
	6. 	
      Estoppel letter from Goldcorp Inc. in relation to: (i)
      the PPSA registration in favour of Goldcorp Inc. against Primero and
      Primero Gold Canada Inc. in Ontario under PPSA reference file #695468052;
      (ii) the PPSA registration in favour of Goldcorp Inc. against Primero and
      Primero Gold Canada Inc. in British Columbia under PPSA base registration
      #688343F; and (iii) the PPSA registration in favour of Goldcorp Inc.
      against Primero and Primero Gold Canada Inc. in British Columbia under
      PPSA base registration #719870F, in each case, confirming that such
      registration does not encumber the Purchased Assets or that, if it does
      encumber the Purchased Assets, the Purchased Assets are released from the
      security delivered in connection with such registration so that such
      registration no longer encumbers the Purchased Assets.

	 	 
	7. 	
      Estoppel letter from International Mineral Finance
      S.A.R.L. ("IMF") in relation to the PPSA registration in favour of IMF
      against Primero and Primero Gold Canada Inc. in British Columbia under
      PPSA base registration #689918F confirming that the registration does not
      encumber the Purchased Assets or that, if it does encumber the Purchased
      Assets, the Purchased Assets are released from the security delivered in
      connection with such registration so that such registration no longer
      encumbers the Purchased Assets.

	 	 
	8. 	
      Estoppel letter from HSBC Bank Canada in relation to the
      PPSA registration in favour of HSBC Bank Canada against Primero Gold
      Canada Inc. in Ontario under PPSA reference file #677187783.

	 	 
	9. 	
      Estoppel letter from the Canada Trust Company, as the
      surviving trustee without security of the Canadian Estate of Frederick
      William Schumacher (the “Landlord”) pursuant to the lease dated November
      6, 2007 between Apollo Gold Corporation and the Landlord.

	 	 
	10. 	
      Consent of Wheaton pursuant to a letter agreement between
      Primero and Wheaton dated March 30, 2017.

	 	 
	11. 	
      Sandvik’s consent to assign Equipment Lease Agreements #
      47200016 and 47200038 to McEwen.



H - 1 




SCHEDULE "I" 

REPRESENTATIONS AND WARRANTIES OF PRIMERO 

Except as set forth in the correspondingly numbered paragraph
of the Disclosure Letter, Primero hereby makes the following representations and
warranties to McEwen, and acknowledges and agrees that McEwen is relying upon
such representations and warranties in connection with the entering into of this
Agreement. The Parties agree that inclusion of an item in any schedule of the
Disclosure Letter or in any Schedule attached hereto is deemed to be disclosure
for all purposes for which disclosure is required under this Agreement,
including in the following representations and warranties. 

	(1) 	
      Organization and Qualification. Primero was duly
      continued and is validly existing and in good standing under the
      Business Corporations Act (British Columbia) and has full corporate
      power and authority to own, lease and operate its assets and conduct its
      business as now owned, leased, operated and conducted. Primero is duly
      qualified to carry on business and is in good standing in each
      jurisdiction in which the character of its properties or the nature of its
      activities makes such qualification necessary, except where the failure to
      be so qualified will not, individually or in the aggregate, have a Primero
      Material Adverse Effect. True and complete copies of the constating
      documents of Primero have been delivered or made available to McEwen, and
      Primero has not taken any action to amend or supersede such constating
      documents.

	 	 
	(2) 	
      Authority Relative to this Agreement. Primero has
      the requisite power and authority to enter into this Agreement, to perform
      its obligations hereunder and to complete the Transaction. The execution
      and delivery of this Agreement by Primero and the completion of the
      Transaction have been duly authorized by the Primero Board, and no other
      corporate proceedings on the part of Primero, including any shareholder
      approval, are necessary to authorize this Agreement. This Agreement has
      been duly executed and delivered by Primero and constitutes a valid and
      binding obligation of Primero, enforceable by McEwen against Primero in
      accordance with its terms, except as the enforcement thereof may be
      limited by bankruptcy, insolvency and other applicable Laws affecting the
      enforcement of creditors' rights generally and subject to the
      qualification that equitable remedies may be granted only in the
      discretion of a court of competent jurisdiction.

	 	 
	(3) 	
      No Conflict; Required Filings and Consent. The
      execution and delivery by Primero of this Agreement and the performance by
      it of its covenants hereunder and the completion of the Transaction will
      not violate, conflict with or result in a breach of any provision of the
      constating documents of Primero, and except for Required Consents and
      Approvals or as would not, individually or in the aggregate, have or
      reasonably be expected to have a Primero Material Adverse Effect will not:
      (i) violate, conflict with or result in a breach of (A) any agreement,
      contract, indenture, deed of trust, mortgage, bond, instrument,
      Authorization, licence or permit to which Primero is a party, or by which
      it is bound or (B) any Law to which Primero is subject or by which it is
      bound; (ii) give rise to any right of termination, or the acceleration of
      any indebtedness, under any such agreement, contract, indenture,
      Authorization, deed of trust, mortgage, bond, instrument, licence or
      permit that relates to any of the Purchased Assets; or (iii) give rise to
      any rights of first refusal or rights of first offer, trigger any change
      in control or influence provisions or any restriction or limitation under
      any such agreement, Contract, indenture, Authorization, deed of trust,
      mortgage, bond, instrument, licence or permit, or result in the imposition
      of any encumbrance, charge or lien upon any of the Purchased Assets. Other
      than Required Consents and Approvals disclosed in Schedule H, no
      Authorization, consent or approval of, or filing with, any Governmental
      Entity or other authority is necessary on the part of Primero for the
      completion by it of its obligations under this Agreement or for the
      completion of the Transaction that would cause or result in any loss of
      any rights or assets or any interest therein held by Primero, except for such Authorizations,
      consents, approvals and filings as to which the failure to obtain or make
      would not, individually or in the aggregate, prevent or materially delay
  completion of the Transaction.



I - 1 





	(4) 	
      Regulatory Filings. The Primero Public Documents
      relating to the Purchased Assets have complied in all material respects
      with Securities Laws. None of the Primero Public Documents, at the time
      filed or as subsequently amended, contained any misrepresentation relating
      to the Purchased Assets. Primero has not filed any confidential material
      change report relating to the Purchased Assets with any securities
      authority or Governmental Entity which at the date hereof remains
      confidential. There are no outstanding or unresolved comments in a comment
      letter from any securities authority or Governmental Entity with respect
      to any of Primero Public Documents that relate to the Purchased Assets
      and, to the knowledge of Primero, neither Primero nor any of the Primero
      Public Documents is subject to an ongoing audit, review, comment or
      investigation by any securities authority or Governmental Entity, the TSX
      or the NYSE.

	 	 
	(5) 	
      Compliance with Laws.




	 	(a) 	
      The operations of Primero in relation to the Purchased
      Assets have been and are now conducted in compliance with all Laws of each
      jurisdiction, the Laws of which have been and are now applicable to the
      Purchased Assets, and Primero has not received any notice of any alleged
      violation of any such Laws.

	 	 	 
	 	(b) 	
      Primero is not in conflict with, or in default (including
      cross defaults) under or in violation of: (i) its constating documents or,
      as applicable, equivalent organizational documents; or (ii) any agreement
      or understanding to which Primero or by which any of the Purchased Assets
      is bound or affected.




	(6) 	
      Company Authorizations. Primero has obtained all
      material Authorizations necessary for the ownership, operation,
      development, maintenance, or use of the Purchased Assets, and such
      authorizations are in full force and effect in all material respects.
      Primero has fully complied with, and is in compliance, in all material
      respects with all material Authorizations relating to the Purchased
      Assets. There is no action, investigation or proceeding pending or, to the
      knowledge of Primero, threatened regarding any of the material
      Authorizations relating to the Purchased Assets. Primero has not received
      any notice, whether written or oral, of revocation or non-renewal of any
      material Authorizations relating to the Purchased Assets, or of any
      intention of any Person to revoke or refuse to renew any of such
      Authorizations relating to the Purchased Assets, and to the knowledge of
      Primero, all such Authorizations relating to the Purchased Assets continue
      to be effective in order for Primero to continue to conduct its business
      relating to the Purchased Assets as currently conducted.

	 	 
	(7) 	
      Financial Statements.




	 	(a) 	
      The audited consolidated financial statements for Primero
      as at and for each of the fiscal years ended on December 31, 2016 and
      December 31, 2015, including the notes thereto and the reports by
      Primero's auditors thereon, have been, and all financial statements of
      Primero which are publicly disseminated by Primero in respect of any
      subsequent periods prior to the Closing Date will be, prepared in
      accordance with IFRS applied on a basis consistent with prior periods and
      all applicable Laws and present fairly, in all material respects, the
      financial position and results of operations relating to the Purchased
      Assets as of the respective dates thereof and their financial performance
      and their cash flows for the respective periods covered thereby (except as may be
  indicated expressly in the notes thereto).



I - 2 





	 	(b) 	
      Neither Primero nor any of its Subsidiaries is a party
      to, or has any commitment to become a party to, any joint venture,
      off-balance sheet partnership or any similar Contract (including any
      Contract relating to any transaction or relationship between or among
      Primero or any of its Subsidiaries and affiliates, on the one hand, and
      any unconsolidated affiliate, including any structure finance, special
      purpose or limited purpose entity or Person, on the other hand) where the
      result, purpose or effect of such contract is to avoid disclosure of any
      material transaction involving, or material liabilities of, Primero or any
      of its Subsidiaries and affiliates in relation to the Purchased Assets, in
      the published financial statements of Primero or the Primero Public
      Documents.

	 	 	 
	 	(c) 	
      Since December 31, 2016, neither Primero nor any of its
      Subsidiaries nor, to Primero's knowledge, any director, officer, employee,
      auditor, accountant or representative of Primero or any of its
      Subsidiaries has received or otherwise had or obtained knowledge of any
      complaint, allegation, assertion or claim, whether written or oral,
      regarding the accounting or auditing practices, procedures, methodologies,
      methods or internal accounting controls of Primero or any of its
      Subsidiaries, including any complaint, allegation, assertion or claim that
      Primero or any of its Subsidiaries has engaged in questionable accounting
      or auditing practices, which has not been resolved to the satisfaction of
      the audit committee of the Primero Board.




	(8) 	
      Acquired Properties and Mineral
  Rights.




	 	(a) 	
      Primero is the sole legal and beneficial owner of all
      right, title and interest in and to the Acquired Properties and the
      Mineral Rights and has good and marketable title thereto, free and clear
      of any Encumbrances other than Permitted Encumbrances.

	 	 	 
	 	(b) 	
      All of the Acquired Properties and Mineral Rights have
      been properly located and recorded in compliance in all material respects
      with applicable Law and are comprised of valid and subsisting mineral
      claims.

	 	 	 
	 	(c) 	
      The Acquired Properties and the Mineral Rights are in
      good standing under applicable Law and, to the knowledge of Primero, all
      work required to be performed and filed in respect thereof has been
      performed and filed, all Taxes, rentals, fees, expenditures and other
      payments in respect thereof have been paid or incurred and all filings in
      respect thereof have been made, in each case in all material
    respects.

	 	 	 
	 	(d) 	
      To the knowledge of Primero, there is no material adverse
      claim against or challenge to the title to or ownership of the Acquired
      Properties or any of the Mineral Rights.

	 	 	 
	 	(e) 	
      Primero has the exclusive right to deal with the Acquired
      Properties and the Mineral Rights. Primero has the exclusive right to
      possess, use, occupy and dispose of the Acquired Properties and the
      Mineral Rights.

	 	 	 
	 	(f) 	
      No Person other than Primero has any interest in the
      Acquired Properties or any of the Mineral Rights or the production or
      profits therefrom or any royalty in respect thereof or any right to
      acquire any such interest.



I - 3 





	 	(g) 	
      There are no back-in rights, earn-in rights, rights of
      first refusal or similar provisions or rights which would affect Primero's
      interest in the Acquired Properties or any of the Mineral
Rights.

	 	 	 
	 	(h) 	
      There are no material restrictions on the ability of
      Primero and its Subsidiaries and affiliates to use, transfer or exploit
      the Acquired Properties or any of the Mineral Rights, except pursuant to
      applicable Law.

	 	 	 
	 	(i) 	
      Primero has not received any notice, whether written or
      oral, from any Governmental Entity of any revocation or intention to
      revoke any interest of Primero in any of the Acquired Properties or the
      Mineral Rights.

	 	 	 
	 	(j) 	
      Primero has all surface rights, including fee simple
      estates, leases, easements, rights of way and permits or licences from
      landowners or Governmental Entities, permitting the use of land by
      Primero, and mineral interests that are required to exploit, develop or
      explore the Acquired Properties and the Mineral Rights as currently
      carried on, and no third party or group holds any such rights that would
      be required by Primero to explore, develop or exploit any of the Acquired
      Properties or the Mineral Rights.

	 	 	 
	 	(k) 	
      There are no agreements, options or other rights pursuant
      to which Primero is, or may become, obligated to sell all or any portion
      of the Purchased Assets to any Person other than McEwen.

	 	 	 
	 	(l) 	
      There are no outstanding work orders or notices advising
      of any defects in the construction or state of repair of the Purchased
      Assets, or any notice or directive requiring or recommending any
      alterations, repairs, improvements or other work to be done with respect
      to the Purchased Assets or relating to any non-compliance with any
      building permits, building restriction, by-law, requirement, agreement,
      regulation or ordinance from any Governmental Authority.

	 	 	 
	 	(m) 	
      There are no construction liens registered against the
      Purchased Assets or any lien periods under the Construction Lien Act
      (Ontario) with respect to any repairs or construction work conducted on or
      in connection with the Purchased Assets have expired.

	 	 	 
	 	(n) 	
      The buildings and improvements on the Purchased Assets,
      the operation, maintenance and management thereof, as now operated and
      maintained, comply with all applicable Laws. No portion of any such
      buildings or improvements encroach upon any land not owned by Primero.
      There are no restrictive covenants, municipal by-laws or other laws or
      regulations which restrict or prohibit in any material respect the use of
      any Purchased Asset for the purposes for which it is presently being used,
      other than the Permitted Encumbrances, and Primero has received no notice
      and is not aware of any proposed changes to any official plan or zoning
      by-laws which could materially and adversely affect or prohibit such
      uses.




	(9) 	
      Mineral Reserves and Resources. The mineral
      reserves and mineral resources for the Acquired Properties and the Mineral
      Rights were prepared in all material respects in accordance with sound
      mining, engineering, geoscience and other applicable industry standards
      and practices, and in all material respects in accordance with all
      applicable Laws, including the requirements of NI 43- 101. There has been
      no material reduction in the aggregate amount of estimated mineral
      resources or mineral reserves in relation to the Purchased Assets, taken
      as a whole, from the most recent amounts disclosed in the Primero Public Documents,
  subject to Ordinary Course depletion due to mining activities.



I - 4 





	(10) 	
      Residential Leases. All leases of residential
      premises on the Acquired Properties are leased to employees of Primero and
      are exempt from application of the Residential Tenancies Act
      (Ontario) by virtue of section 5(h) of that Act.

	 	 
	(11) 	
      Operational Matters. Except as would not,
      individually or in the aggregate, be reasonably expected to be material
      and adverse:




	 	(a) 	
      all rentals, royalties, overriding royalty interests,
      production payments, net profits, interest burdens, payments and
      obligations due and payable, or performable, as the case may be, on or
      prior to the date hereof under, with respect to, or on account of, any of
      the Purchased Assets, have been: (i) duly paid; (ii) duly performed; or
      (iii) provided for in accordance with applicable Laws prior to the date
      hereof; and

	 	 	 
	 	(b) 	
      all material costs, expenses, and Liabilities payable on
      or prior to the date hereof under the terms of any material contracts and
      agreements to which Primero or any of its Subsidiaries and affiliates is
      directly or indirectly bound and which relate to the Purchased Assets have
      been timely paid.




	(12) 	
      Employment Matters.




	 	(a) 	
      Except as disclosed in Schedule 12(a) of the Disclosure
      Letter, Primero has not entered into any written or oral agreement or
      understanding providing for severance or termination payments to any
      Employee in connection with the termination of his or her employment as a
      direct result of a change in control of the Purchased Assets (including as
      a result of the Transaction).

	 	 	 
	 	(b) 	
      Primero: (i) is not a party to or bound by any collective
      bargaining agreement relating to any of the Employees; (ii) is not subject
      to any application by any trade union or employee bargaining agency for
      certification as the bargaining agent of any of the Employees; (iii) is
      not subject to any application to have Primero declared to be a related or
      successor employer with respect to any Employees pursuant to applicable
      labour Laws; and (iv) is not subject to, to the knowledge of Primero,
      threatened or apparent union- organizing campaigns with respect to any
      Employees.

	 	 	 
	 	(c) 	
      All Employee Obligations have been paid by Primero when
      due, or, if not yet due, have been accrued by Primero in accordance with
      IFRS.

	 	 	 
	 	(d) 	
      Current and complete copies of all written Primero
      Benefit Plans (other than those pertaining to equity-based compensation)
      relating to the Employees have been provided or made available to McEwen,
      and if any Primero Benefit Plan is oral, correct and complete written
      summaries of its material terms have been provided to McEwen.

	 	 	 
	 	(e) 	
      Neither the execution of this Agreement nor the Closing
      will:




	 	(i) 	
      result in any payment (including bonus, golden parachute,
      retirement, severance, retiring allowance or similar payment, or any other
      benefit or enhanced benefit) becoming due or payable to any Employee;
      or



I - 5 





	 	(ii) 	
      increase the rate of wages, salaries, commissions,
      bonuses, incentive compensation or other remuneration, severance
      entitlements, or benefits otherwise payable to any
  Employee.




	 	(f) 	
      Primero does not currently sponsor, maintain, contribute
      to or have any liability under, nor has it ever sponsored, maintained,
      contributed to or incurred any liability under a "retirement compensation
      arrangement", each as defined under the Tax Act, a "pension plan" as
      defined under applicable pension benefits standards Laws, or any other
      plan organized and administered to provide pensions for
  Employees.

	 	 	 
	 	(g) 	
      Schedule (12)(g) of the Disclosure
      Letter contains a correct and complete list of each Employee whether
      actively at work or not, showing without names or employee numbers, their:
      (i) job titles; (ii) annual remuneration, including a breakdown of (A)
      salary or wage rates, and (B) bonus or other incentive compensation; (iii)
      hire dates; (iv) status (including, full-time, part-time, temporary,
      casual, seasonal or co-op student); (v) age; (vi) other terms and
      conditions of employment, including benefit plan participation; (vii)
      whether they are on an approved or statutory leave of absence and, if so,
      the reason for such absence and the expected date of return, if known; and
      (viii) whether they are subject to a written employment agreement. True
      and complete copies of all written employment agreements to which Primero
      and any Employee are parties or bound have been provided or made available
      to McEwen. Except for these written employment agreements, Primero is not
      a party to or bound by any oral or written contract or commitment for the
      employment of any Employee, other than for contracts of indefinite hire
      terminable by Primero without cause on reasonable notice. The Data Room
      Materials include annual vacation entitlement in days (or a reference to
      the vacation policy of Primero applicable to each Employee) and his or her
      accrued and unused vacation days as of the date referenced
  therein.

	 	 	 
	 	(h) 	
      Primero is in compliance in all material respects with
      all terms and conditions of any written employment agreement or consulting
      agreement with any Employee or any consultant, as the case may be, to
      which Primero is a party or bound, and is in material compliance with all
      Laws respecting labour and employment, including minimum employment
      standards, pay equity, wages, hours of work, overtime, human rights,
      occupational health and safety and workers compensation with respect to
      the Employees. Except as disclosed in Schedule (12)(h) of the Disclosure Letter, Primero is not
      subject to any outstanding or, to Primero's knowledge, threatened
      grievance, complaint, investigation, order, claim, litigation or other
      labour-related or employment-related dispute or proceeding under such Laws
      relating to labour and employment, with respect to any Employee or
      independent contractor or consultant providing services relating to the
      Purchased Assets. No event has occurred that, with the notice or lapse of
      time or both, would constitute a material breach, violation or default of
      such terms and conditions of any written employment agreement or
      consulting agreement with any Employee or consultant to which Primero is a
      party or bound. Primero does not have any prior convictions or pending
      charges under the Occupational Health and Safety Act (Ontario) or
      any other applicable occupational health and safety
  legislation.




	(13) 	
      Intellectual Property




	 	(a) 	
      Schedule "E" contains a complete list of all material
      Acquired Intellectual Property.



I - 6 





	 	(b) 	
      To the knowledge of Primero, all material Acquired
      Intellectual Property is valid and subsisting, and in good standing in all
      material respects, and enforceable against third parties.

	 	 	 
	 	(c) 	
      Primero owns or licenses, as applicable, the Acquired
      Intellectual Property free and clear of any Encumbrances other than
      Permitted Encumbrances.

	 	 	 
	 	(d) 	
      Primero has not received any notice, complaint, threat or
      claim alleging: (i) the material infringement, misappropriation, misuse or
      violation of any intellectual property rights of any third party; or (ii)
      that Primero does not own or is not entitled to use, as applicable, the
      material Acquired Intellectual Property.




	(14) 	
      Absence of Certain Changes or Events. Since
      December 31, 2016:




	 	(a) 	
      Primero has conducted its business relating to the
      Purchased Assets only in the Ordinary Course;

	 	 	 
	 	(b) 	
      no liability or obligation of any nature (whether
      absolute, accrued, contingent or otherwise) which has had or is reasonably
      likely to have a Primero Material Adverse Effect has been
  incurred;

	 	 	 
	 	(c) 	
      there has not been any event, circumstance or occurrence
      which has had or is reasonably likely to give rise to a Primero Material
      Adverse Effect;

	 	 	 
	 	(d) 	
      there has not been any entering into, or an amendment of,
      any hedging arrangement in respect of any minerals produced from or
      located on the Acquired Properties;

	 	 	 
	 	(e) 	
      there has not been any entering into, or an amendment of,
      any material Contract that relates to the Purchased Assets other than in
      the Ordinary Course; and

	 	 	 
	 	(f) 	
      there has not been any satisfaction or settlement of any
      material claims or material liabilities relating to the Purchased Assets
      that were not reflected in Primero's audited financial statements covering
      as at and for the period ended December 31, 2016, other than the
      settlement of claims or liabilities incurred in the ordinary course of
      business consistent with past practice.




	(15) 	
      Litigation. There is no claim, action, proceeding
      or investigation pending or, to the knowledge of Primero, threatened
      against or relating to the Purchased Assets, before or by any Governmental
      Entity which, if adversely determined, would have, or reasonably could be
      expected to have, a Primero Material Adverse Effect or prevent or
      materially delay the Closing, nor to the knowledge of Primero are there
      any events or circumstances which could reasonably be expected to give
      rise to any such claim, action, proceeding or investigation; provided that
      this representation and warranty shall not apply to any claims, actions,
      proceedings or investigations which may arise after the date of this
      Agreement and which do not have a reasonable prospect of succeeding or, if
      successful, would not give rise to, nor reasonably be expected to give
      rise to, a Primero Material Adverse Effect. Primero is not subject to any
      outstanding order, writ, injunction or decree which has had, or could
      reasonably be expected to have, a Primero Material Adverse Effect or which
      would prevent or materially delay the Closing.



I - 7 





	(16) 	
      Tax.




	 	(a) 	
      No failure, if any, of Primero to duly and timely pay all
      Taxes, including all instalments on account of Taxes for the current year,
      that are due and payable will result in an Encumbrance on the Purchased
      Assets.

	 	 	 
	 	(b) 	
      There are no Encumbrances (other than Permitted
      Encumbrances) with respect to Taxes upon any of the Purchased
    Assets.

	 	 	 
	 	(c) 	
      Primero is not a non-resident of Canada within the
      meaning of the Tax Act.




	(17) 	
      Books and Records. The Books and Records have been
      maintained in all material respects in accordance with all applicable
      Laws. The financial Books and Records have been maintained in all material
      respects in accordance with good business practices and in accordance with
      IFRS.

	 	 
	(18) 	
      Insurance.




	 	(a) 	
      Primero has in place reasonable and prudent insurance
      policies in respect of the Purchased Assets appropriate for their nature
      and stage of development. All premiums payable prior to the date hereof
      under such policies of insurance have been paid and Primero has not failed
      to make a claim thereunder on a timely basis.

	 	 	 
	 	(b) 	
      Each of such policies and other forms of insurance is in
      full force and effect on the date hereof and Primero will use reasonable
      commercial efforts to keep them in full force and effect or renew them as
      appropriate through the Closing Date. No written (or to the knowledge of
      Primero other) notice of cancellation or termination has been received by
      Primero with respect to any such policy.




	(19) 	
      Environmental.




	 	(a) 	
      All facilities, equipment, improvements, properties and
      operations comprising the Purchased Assets are in material compliance with
      all Environmental Laws and Environmental Permits.

	 	 	 
	 	(b) 	
      Primero is in possession of, and in compliance with, all
      Environmental Permits that are required to own, lease and operate the
      Purchased Assets, and to conduct its business as it is now being
      conducted. Schedule (19)(b) of the Disclosure
      Letter contains a complete list of all such material Environmental
      Permits, which to the knowledge of Primero, are valid and in full force
      and effect, and, except as noted therein to the knowledge of Primero,
      there are no proceedings in progress, pending, or threatened that may
      result in the cancellation, revocation, suspension, recession or amendment
      of any Environmental Permit.

	 	 	 
	 	(c) 	
      To the knowledge of Primero, there are no known or
      reasonably anticipated Environmental Liabilities associated with the
      Purchased Assets as at the Closing Date that could reasonably be expected
      to have a Primero Material Adverse Effect.

	 	 	 
	 	(d) 	
      To the knowledge of Primero, there are no polychlorinated
      byphenyls, asbestos, asbestos- containing materials, urea formaldehyde or
      underground storage tanks present in the Purchased
  Assets.



I - 8 





	 	(e) 	
      Primero has not received from any Person or Government
      Entity, and, other than with respect to environmental matters that are or
      have been subject to a closure plan, has no knowledge of any facts,
      conditions or circumstances that could reasonably be expected to result
      in, any notice, formal or informal, of any proceeding, application, order,
      demand, directive, claim or any other demand whatsoever, which relates to
      Environmental Laws or Environmental Liabilities, and which could
      reasonably be expected to have a Primero Material Adverse
Effect.

	 	 	 
	 	(f) 	
      Primero has made available to McEwen all audits,
      assessments, investigation reports, inspection reports, studies, plans,
      material regulatory correspondence and material information and data, in
      each case with respect to environmental matters relating to the Purchased
      Assets that are in the possession of Primero.

	 	 	 
	 	(g) 	
      For greater certainty, Primero has made available to
      McEwen all communications, whether oral or written, received from any
      Person or Government Entity, which relate to the closure plan submitted by
      Primero to the MNDM on September 30, 2016 for the Black Fox Mine or any
      other closure plan submitted to the MNDM since the date of such Closure
      Plan.

	 	 	 
	 	(h) 	
      The Primero Financial Assurance represents a complete
      list of all Financial Assurance that has been posted or provided by
      Primero to a Governmental Entity as required by Environmental Laws in
      connection with the Purchased Assets.




	(20) 	
      Aboriginal Matters.




	 	(a) 	
      Except as disclosed in Schedule (20) of the Disclosure
      Letter, Primero is not a party to any material arrangement or
      understanding with any Aboriginal Group in relation to the environment or
      the development of communities in the vicinity of, or in connection with,
      the Purchased Assets.

	 	 	 
	 	(b) 	
      Primero is not currently engaged or involved in any
      disputes, discussions or negotiations with any Aboriginal Group or
      Governmental Entity in relation to Aboriginal Claims.

	 	 	 
	 	(c) 	
      Primero is not aware of any existing, potential or
      threatened Aboriginal Claims which relate to any of the Purchased
      Assets.




	(21) 	
      Restrictions on Conduct of Business. Primero is
      not a party to or bound by any non-competition agreement, any
      non-solicitation agreement, or any other agreement, obligation, judgment,
      injunction, order or decree which purports to limit in any material
      respect the manner or the localities in which all or any portion of the
      business or operations contemplated to be carried on in respect of the
      Purchased Assets may be conducted.

	 	 
	(22) 	
      Material Contracts. Primero has performed in all
      material respects all obligations required to be performed by it to date
      under the Material Contracts. Primero is not in breach or default under
      any Material Contract to which it is a party or bound, nor does Primero
      have knowledge of any condition that with the passage of time or the
      giving of notice or both would result in such a breach or default, except
      in each case where any such breaches or defaults would not, individually
      or in the aggregate, reasonably be expected to result in, or result in, a
      Primero Material Adverse Effect. Primero does not know of and has not
      received written notice of, any breach or default under (or, to the
      knowledge of Primero, there does not exist any condition which with the
      passage of time or the giving of notice or both would result in such a
      breach or default under) any such Material Contract by any other
      party thereto except where any such violation or default would not,
      individually or in the aggregate, reasonably be expected to result in, or
      result in, a Primero Material Adverse Effect. Prior to the date hereof,
      Primero has made available to McEwen true and complete copies of all of
      the Material Contracts. All Material Contracts are legal, valid, binding
      and in full force and effect and are enforceable by Primero in accordance
      with their respective terms (subject to bankruptcy, insolvency and other
      applicable Laws affecting creditors' rights generally, and to general
  principles of equity).



I - 9 





	(23) 	
      Money Laundering Laws. The operations of Primero
      are and have been conducted at all times in compliance with applicable
      financial record-keeping and reporting requirements of the money
      laundering statutes of all applicable jurisdictions, the rules and
      regulations thereunder and any related or similar rules, regulations or
      guidelines, issued, administered or enforced by any governmental authority
      (collectively, the "Money Laundering Laws") and no action, suit or
      proceeding by or before any court or Governmental Authority or any
      arbitrator non- Governmental Authority involving Primero with respect to
      the Money Laundering Laws is pending or threatened.

	 	 
	(24) 	
      Anti-Corruption. To the knowledge of Primero,
      Primero, directly or through its Representatives, directors, executives,
      officers or employees, has not: (i) used or is using any corporate funds
      for any illegal contributions, gifts, entertainment or other expenses
      relating to political activity that would be illegal; (ii) used or is
      using any corporate funds for any direct or indirect illegal payments to
      any foreign or domestic governmental officials or employees; (iii)
      violated or is violating any provision of the United States Foreign
      Corrupt Practices Act of 1977, the Corruption of Foreign Public
      Officials Act (Canada) or any applicable Law of similar effect; (iv)
      has established or maintained, or is maintaining, any illegal fund of
      corporate monies or other properties; or (v) made any bribe, illegal
      rebate, illegal payoff, influence payment, kickback or other illegal
      payment of any nature.

	 	 
	(25) 	
      Relationships with Customers, Suppliers, Distributors
      and Sales Representatives. Primero has not received any written (or,
      to the knowledge of Primero, other) notice relating to the Purchased
      Assets that any customer, supplier, distributor or sales representative
      intends to cancel, terminate or otherwise modify or not renew its
      relationship with Primero, and, to the knowledge of Primero, no such
      action has been threatened, which, in either case, individually or in the
      aggregate, would reasonably be expected to have a Primero Material Adverse
      Effect.

	 	 
	(26) 	
      No Expropriation. No property or asset among the
      Purchased Assets (including the Acquired Properties and the Mineral
      Rights) has been taken or expropriated by any Governmental Entity nor has
      any notice or proceeding in respect thereof been given or commenced nor,
      to the knowledge of Primero, is there any intent or proposal to give any
      such notice or to commence any such proceeding.

	 	 
	(27) 	
      NGOs and Community Groups. No material dispute
      between Primero or any of its Subsidiaries and any non-governmental
      organization, community or community group exists or, to the best of
      Primero's knowledge, is threatened or imminent with respect to any the
      Acquired Properties or any exploration, development or production
      activities relating to the Purchased Assets.

	 	 
	(28) 	
      Data Room Materials. Primero certifies that the
      Data Room Materials contain all materials that are reasonably necessary
      for McEwen to conduct a complete and accurate investigation in all
      material respects of the business, operations, assets, liabilities and
      financial condition relating to the Purchased
Assets.



I - 10 





	(29) 	
      Breach, Non-Performance and Non-Compliance.
      Primero has not formulated the opinion as of the date hereof that any of
      the representations and warranties in Schedule "J" is incorrect in any
      material respect.



I - 11 




SCHEDULE "J" 

REPRESENTATIONS AND WARRANTIES OF MCEWEN 

McEwen hereby represents and warrants to Primero as follows,
and acknowledges and agrees that Primero is relying upon such representations
and warranties in connection with the entering into of this Agreement: 

	(1) 	
      Organization and Qualification. McEwen was duly
      continued and is validly existing and in good standing under the
      Business Corporations Act (Colorado). True and complete copies of
      the constating documents of McEwen have been delivered or made available
      to Primero, and McEwen has not taken any action to amend or supersede such
      constating documents.

	 	 
	(2) 	
      Authority Relative to this Agreement. McEwen has
      the requisite power and authority to enter into this Agreement, to perform
      its obligations hereunder and to complete the Transaction. The execution
      and delivery of this Agreement by McEwen and the completion of the
      Transaction have been duly authorized by the McEwen Board, and no other
      corporate proceedings on the part of McEwen are necessary to authorize
      this Agreement. This Agreement has been duly executed and delivered by
      McEwen and constitutes a valid and binding obligation of McEwen,
      enforceable by Primero against it in accordance with its terms, except as
      the enforcement thereof may be limited by bankruptcy, insolvency and other
      applicable Laws affecting the enforcement of creditors' rights generally
      and subject to the qualification that equitable remedies may be granted
      only in the discretion of a court of competent jurisdiction.

	 	 
	(3) 	
      No Conflict; Required Filings and Consent. The
      execution and delivery by McEwen of this Agreement and the performance of
      its covenants hereunder and the completion of the Transaction will not
      violate, conflict with or result in a breach of any provision of the
      constating documents of McEwen, and except as would not, individually or
      in the aggregate, have or reasonably be expected to have a Material
      Adverse Effect with respect to McEwen, will not violate, conflict with or
      result in a breach of: (i) any agreement, contract, indenture, deed of
      trust, mortgage, bond, instrument, Authorization, licence or permit to
      which McEwen is a party, or by which it is bound; or (ii) any Law to which
      McEwen is subject or by which it is bound. No Authorization, consent or
      approval of, or filing with, any Governmental Entity or other authority is
      necessary on the part of McEwen for the completion of its obligations in
      connection with the Transaction under this Agreement, except for such
      Authorizations, consents, approvals and filings as to which the failure to
      obtain or make would not, individually or in the aggregate, prevent or
      materially delay completion of the Transaction.

	 	 
	(4) 	
      Financing. McEwen will have at the Closing all
      funds on hand necessary to pay the Purchase Price.

	 	 
	(5) 	
      Litigation. There is no claim, action, proceeding
      or investigation pending or, to the knowledge of McEwen, threatened,
      before or by any Governmental Entity which, if adversely determined, would
      have, or reasonably could be expected to have, a McEwen Material Adverse
      Effect or prevent or materially delay the Closing, nor to the knowledge of
      McEwen are there any events or circumstances which could reasonably be
      expected to give rise to any such claim, action, proceeding or
      investigation; provided that this representation and warranty shall not
      apply to any claims, actions, proceedings or investigations which may
      arise after the date of this Agreement and which do not have a reasonable
      prospect of succeeding or, if successful, would not give rise to, nor
      reasonably be expected to give rise to, a McEwen Material Adverse Effect.
      McEwen is not subject to any outstanding order, writ, injunction or decree
      which has had or could reasonably be expected to have, a McEwen Material Adverse Effect or
  which would prevent or materially delay the Closing.



J - 1 





	(6) 	
      Due Diligence by McEwen. McEwen acknowledges that
      it has conducted to its satisfaction an independent investigation of the
      business, operations, assets, liabilities and financial condition of the
      Purchased Assets in reliance on the Data Room Materials and, in making the
      determination to proceed with the transactions contemplated by this
      Agreement, has relied solely on the results of its own independent
      investigation and the representations and warranties in Schedule "I".

	 	 
	(7) 	
      Breach, Non-Performance and Non-Compliance. McEwen
      has not formulated the opinion that any of the representations and
      warranties in Schedule "I" are incorrect in any
      material respect.



J - 2 




 SCHEDULE "K" 

PERMITTED ENCUMBRANCES 

	1. 	
      All Encumbrances disclosed in the Title Opinion and all
      Encumbrances disclosed in or covered by the Title Insurance
  Policy.

	 	 
	2. 	
      Carriers’, warehousemen’s, landlords’, vendors’,
      mechanics’, materialmen’s, repairers’, craftsmen’s, workers’, builders’,
      contractors’ suppliers of materials’, architects’, engineers’ or
      subcontractors’ and other like Liens imposed by Law or relating to the
      construction or renovation of any property, provided that such Liens are
      related to obligations not due or delinquent, are not provided against
      title to any property and in respect of which adequate holdbacks are being
      maintained as required by applicable Law.

	 	 
	3. 	
      The right reserved to or vested in any Governmental
      Entity by the terms of any lease, licence, franchise, grant or permit of
      Primero, to terminate any such lease, licence, franchise, grant or permit,
      or to require annual or other payments as a condition of their
      continuance.

	 	 
	4. 	
      Easements, rights-of-way or other similar rights for the
      supply of utilities to the Acquired Properties.

	 	 
	5. 	
      Title defects or irregularities which are of a minor
      nature and which do not reduce the value of the asset or property so
      affected or materially interfere with its use in the business and
      activities of the Acquired Properties.

	 	 
	6. 	
      Applicable municipal and other governmental restrictions,
      including municipal by-laws and regulations, affecting the use of land or
      the nature of any structures which may be erected on the land, provided
      such restrictions have been complied with and do not in McEwen’s opinion,
      reduce the value of the asset or property so affected or materially
      interfere with its use in the business and activities of the Acquired
      Properties.



K - 1 




Exhibit A 

FORM OF BILL OF SALE 

BILL OF SALE 

This Bill of Sale is made effective as of this [ • ] day of
September, 2017, 

BETWEEN:

PRIMERO MINING CORP., a
corporation existing under the laws of the Province of British Columbia (the
"Vendor") 

- and - 

MCEWEN MINING INC., a
corporation existing under the laws of the State of Colorado (the
"Purchaser") 

WHEREAS pursuant to an
asset purchase agreement dated August 25, 2017 (the "Asset Purchase
Agreement") between the Purchaser and the Vendor, the Vendor agreed to sell
to the Purchaser, and the Purchaser agreed to purchase all right, title and
interest of the Vendor in and to the assets set out in Schedule "A" hereto
(collectively, the "Transferred Assets"); 

NOW THEREFORE in
consideration of the payment of the Purchase Price (as defined in the Asset
Purchase Agreement) and for other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), the Vendor and the Purchaser
hereby agree and covenant as follows: 

	1. 	
      Capitalized terms used in this Bill of Sale and not
      otherwise defined herein shall have the meanings ascribed thereto in the
      Asset Purchase Agreement.

	 	 
	2. 	
      The Vendor hereby sells, assigns, transfers, conveys and
      delivers to the Purchaser, and the Purchaser hereby purchases and accepts,
      all of the right, title and interest of the Vendor in, and to the
      Transferred Assets, to have and to hold the same, together with all
      benefit and advantage to be derived therefrom, absolutely.

	 	 
	3. 	
      This Bill of Sale is made pursuant and subject to the
      terms and conditions of the Asset Purchase Agreement and is not in
      derogation of any of the rights or obligations of the Vendor or the
      Purchaser under the Asset Purchase Agreement. In the event of any conflict
      or inconsistency between this Bill of Sale and the Asset Purchase
      Agreement, the Asset Purchase Agreement shall govern and
prevail.

	 	 
	4. 	
      Each of the Parties shall, from time to time, without any
      further consideration, do all such further acts and things and execute and
      deliver all such further transfers, assignments, conveyances, instruments
      and other documents as the other Party may reasonably request to carry out
      the intent of this Bill of Sale.

	 	 
	5. 	
      This Bill of Sale shall enure to the benefit of and be
      binding upon the Parties and their respective successors and permitted
      assigns.

	 	 
	6. 	
      This Bill of Sale shall be governed by and interpreted
      and enforced in accordance with the laws of the Province of Ontario and
      the federal laws of Canada applicable therein.

	 	 
	7. 	
      This Bill of Sale may be executed in any number of
      counterparts and by each of the Parties on separate counterparts, each of
      which, when executed and delivered, shall constitute an
  original and all of which, when taken together, shall constitute one and
the same instrument. Delivery of an executed counterpart of this Bill of Sale by
facsimile, PDF or other electronic means shall constitute delivery of an
executed counterpart of this instrument. 







2

[The remainder of this page intentionally left blank.
Signature page follows.]




IN WITNESS WHEREOF the Parties have executed this Bill of Sale.


	 	PRIMERO MINING CORP. 
	 	  
	 	  
	 	Per:            
      ______________________________________
	 	           
             Name: 
	 	           
             Title: 
	 	  
	 	  
	 	MCEWEN MINING INC. 
	 	  
	 	  
	 	Per:           
      _______________________________________
	 	           
             Name: 
	 	           
             Title: 






SCHEDULE "A" 
TRANSFERRED ASSETS 

[Transferred Assets to be listed in the Bill of Sale delivered
at Closing.]