Primero Mining Corp.: Exhibit 4.2 - Filed by newsfilecorp.com






EXECUTION VERSION 

	ARRANGEMENT AGREEMENT 
	 
	FIRST MAJESTIC SILVER CORP. 
	 
	- and - 
	 
	PRIMERO MINING CORP. 


______________________________________


January 11, 2018 


______________________________________






	- 2- 
	 
	TABLE OF CONTENTS 



	ARTICLE 1 INTERPRETATION
    	1 
	 	 
	     1.1 	DEFINITIONS. 	1 
	     1.2 	INTERPRETATION NOT
      AFFECTED BY HEADINGS,
      ETC. 	16 
	     1.3 	CURRENCY.
    	16 
	     1.4 	NUMBER, ETC 	16 
	     1.5 	DATE
      FOR ANY ACTION. 	16 
	     1.6 	ENTIRE
      AGREEMENT. 	17 
	     1.7 	ACCOUNTING
      MATTERS. 	17 
	     1.8 	CONSTRUCTION. 	17 
	     1.9 	KNOWLEDGE.
    	17 
	     1.10 	COMMERCIALLY
      REASONABLE EFFORTS. 	18 
	     1.11 	ORDINARY COURSE OF
      BUSINESS. 	18 
	     1.12 	EXHIBITS. 	18 
	 	 	 
	ARTICLE 2 THE ARRANGEMENT 	18 
	 	 
	     2.1 	ARRANGEMENT. 	18 
	     2.2 	INTERIM
      ORDER. 	18 
	     2.3 	PRIMERO SHAREHOLDER
      MEETING. 	19 
	     2.4 	SHAREHOLDER
      CIRCULAR. 	20 
	     2.5 	FINAL ORDER.
    	22 
	     2.6 	COURT
      PROCEEDINGS. 	22 
	     2.7 	LISTS OF
      SECURITYHOLDERS. 	23 
	     2.8 	ANNOUNCEMENT AND
      SHAREHOLDER COMMUNICATIONS. 	23 
	     2.9 	PAYMENT OF
      CONSIDERATION. 	24 
	     2.10 	UNITED STATES SECURITIES
      LAW MATTERS. 	24 
	     2.11 	EFFECTIVE
      DATE MATTERS. 	24 
	 	 	 
	ARTICLE 3 REPRESENTATIONS AND WARRANTIES
    	24 
	 	 
	     3.1 	REPRESENTATIONS AND
      WARRANTIES OF PRIMERO. 	24 
	     3.2 	REPRESENTATIONS AND
      WARRANTIES OF FIRST
      MAJESTIC. 	49 
	     3.3 	NON-WAIVER.
    	59 
	     3.4 	SURVIVAL 	59 
	 	 	 
	ARTICLE 4 COVENANTS 	60 
	 	 
	     4.1 	COVENANTS OF
      PRIMERO. 	60 
	     4.2 	COVENANTS OF FIRST
      MAJESTIC. 	64 
	     4.3 	COVENANTS
      REGARDING
      NON-SOLICITATION. 	66 
	     4.4 	NOTICE BY PRIMERO OF
      SUPERIOR PROPOSAL
      DETERMINATION. 	68 
	     4.5 	ACCESS TO
      INFORMATION. 	71 
	     4.6 	COVENANT REGARDING
      REPRESENTATIONS AND WARRANTIES. 	71 
	     4.7 	INDEMNIFICATION, INSURANCE AND
      MUTUAL RELEASES. 	71 
	     4.8 	PRE-ACQUISITION
      REORGANIZATIONS. 	72 
	     4.9 	CONVERTIBLE
      DEBENTURES. 	73 
	     4.10 	ASSISTANCE WITH
      FIRST MAJESTIC
      FINANCING. 	74 






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	ARTICLE 5 CONDITIONS 	75 
	 	 
	     5.1 	MUTUAL
      CONDITIONS PRECEDENT. 	75 
	     5.2 	ADDITIONAL
      CONDITIONS PRECEDENT TO THE
      OBLIGATIONS OF FIRST
      MAJESTIC. 	75 
	     5.3 	ADDITIONAL
      CONDITIONS PRECEDENT TO THE
      OBLIGATIONS OF PRIMERO. 	77 
	     5.4 	NOTICE AND
      CURE PROVISIONS. 	78 
	     5.5 	SATISFACTION OF
      CONDITIONS. 	79 
	 	 	 
	ARTICLE 6 AMENDMENT AND
      TERMINATION 	79 
	 	 
	     6.1 	AMENDMENT.
    	79 
	     6.2 	TERMINATION. 	79 
	     6.3 	TERMINATION
      PAYMENT. 	81 
	     6.4 	LIQUIDATED
      DAMAGES. 	82 
	     6.5 	REMEDIES.
    	82 
	     6.6 	EFFECTS OF
      TERMINATION PAYMENT OR EXPENSE
      REIMBURSEMENT. 	82 
	 	 	 
	ARTICLE 7 GENERAL 	83 
	 	 
	     7.1 	PRIVACY.
    	83 
	     7.2 	NOTICES.
    	83 
	     7.3 	ASSIGNMENT. 	84 
	     7.4 	BINDING
      EFFECT. 	85 
	     7.5 	TIME OF
      ESSENCE. 	85 
	     7.6 	WAIVER AND
      MODIFICATION. 	85 
	     7.7 	THIRD
      PARTY BENEFICIARIES. 	85 
	     7.8 	SEVERABILITY. 	85 
	     7.9 	MUTUAL
      INTEREST 	85 
	     7.10 	FURTHER ASSURANCES. 	86 
	     7.11 	INJUNCTIVE RELIEF. 	86 
	     7.12 	NO PERSONAL
      LIABILITY. 	86 
	     7.13 	EXPENSES. 	86 
	     7.14 	GOVERNING LAW;
      ATTORNMENT; SERVICE OF PROCESS 	86 
	     7.15 	COUNTERPARTS. 	87 






EXECUTION VERSION 

ARRANGEMENT AGREEMENT 

ARRANGEMENT AGREEMENT made as of the 11th day of
January, 2018.

BETWEEN: 

	 	FIRST MAJESTIC SILVER CORP., a
      company existing under 
	 	the laws of the Province of British Columbia
  
	 	  
	 	(hereinafter referred to as “First
      Majestic”) 


AND: 

	 	PRIMERO MINING CORP., a company
      existing under the laws 
	 	of the Province of British Columbia 
	 	  
	 	(hereinafter referred to as “Primero)
  


THIS AGREEMENT WITNESSETH THAT in consideration of the
respective covenants and agreements herein contained and for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each Party), the Parties hereby covenant and agree as follows:


ARTICLE 1
INTERPRETATION

	1.1 	
      Definitions.



In this Agreement, unless there is something in the subject
matter or context inconsistent therewith, the following terms shall have the
following meanings respectively: 

“Aboriginal Group” includes any aboriginal person or
people, native person or people, indigenous person or people, or any person or
group asserting or otherwise claiming an aboriginal right (including aboriginal
title) or any other aboriginal interest, and any Person or group representing,
or purporting to represent, any of the foregoing but excluding an Ejido
Group;

“Acceptable Confidentiality Agreement” means any
confidentiality agreement between Primero and a third party other than First
Majestic that is entered into in accordance with Section 4.3 and contains
confidentiality and standstill restrictions that are no less favourable to
Primero than those set out in the Confidentiality Agreement and does not limit
or prohibit Primero from providing First Majestic and its affiliates and
Representatives with any other information required to be given to them by
Primero under Section 4.3 of this Agreement;

“AcquisitionProposal” means any proposal or offermade by
any Person or any group of Persons acting jointly or in concert, whether written
or oral, other than First Majestic (or any affiliate of First Majestic or any Person acting in concert
with First Majestic or any affiliate of First Majestic) with respect to:




- 2-

	 	(a) 	
      the acquisition or purchase of any shares or other voting
      securities, or securities convertible into or exercisable or exchangeable
      for any shares or other voting securities of Primero or any of its
      affiliates representing 20% or more of the outstanding voting securities
      of Primero or such affiliate, on a fully diluted basis;

	 	 	
       

	 	(b) 	
      the acquisition or purchase of any assets of Primero
      and/or one or more of its affiliates which assets individually or in the
      aggregate contribute 20% or more of the consolidated revenue or represent
      20% or more of the total asset value of Primero and its affiliates taken
      as a whole (in each case based on the most recent consolidated financial
      statements of Primero) (or any lease, license, royalty, long- term supply
      agreement or other arrangement having a similar economic
effect);

	 	 	
       

	 	(c) 	
      a merger, recapitalization, restructuring,
      reorganization, amalgamation, arrangement, joint venture or other business
      combination involving Primero or any of its affiliates that if
      consummated, would result in any Person or group of Persons beneficially
      owning, directly or indirectly, 20% or more of the voting or equity
      securities of Primero or any of its affiliates or of the surviving entity
      or the resulting direct or indirect parent of Primero or the surviving
      entity;

	 	 	
       

	 	(d) 	
      any other extraordinary business transaction involving or
      otherwise relating to Primero or any of its affiliates (including pursuant
      to bankruptcy or insolvency proceedings); or

	 	 	
       

	 	(e) 	
      any public announcement of an intention to do any of
      the foregoing;



“affiliate” has the meaning set out in the
Business Corporations Act; 

“Annual Financial Statements” means the audited
consolidated financial statements of Primero or First Majestic, as the case may
be, as at, and for the years ended, December 31, 2016 and December 31, 2015
including the notes thereto; 

“Anti-Corruption Laws” has the meaning set out in
Section 3.1.36; 

“Antitrust Clearance” means the issuance of an
authorization by COFECE to First Majestic and Primero to consummate, on terms
satisfactory to First Majestic and Primero, acting reasonably, the transactions
contemplated hereby; 

“Antitrust Filing” means the filing to be made
with COFECE in respect of the Antitrust Clearance; 

“Arrangement” means an arrangement under the
provisions of Division 5 of Part 9 of the Business Corporations Act, on the
terms set forth in the Plan of Arrangement, subject to any amendment or
supplement thereto in accordance with this Agreement and the Plan of Arrangement
or made at the direction of the Court in the Final Order; 




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“Arrangement Resolution” means the special resolution
approving the Arrangement, to be substantially in the form and content of
Exhibit B, to be considered, and if deemed advisable, passed with or without
variation, by the Primero Shareholders at the Primero Shareholder Meeting; 

“Black Fox Asset Purchase Agreement” means the asset
purchase agreement dated August 25, 2017 entered into by Primero and McEwen
Mining Inc. pursuant to which McEwen Mining Inc. acquired the Black Fox mine and
associated assets from Primero; 

“Black Fox Sale” means the disposition of the Black Fox
mine and associated assets located in Timmins, Ontario by Primero pursuant to
the Black Fox Asset Purchase Agreement; 

“Board Approved Budget” means the monthly budget for
Primero for the 12-month period ending December 31, 2018 that replaces the Draft
Budget, which shall be deemed to be effective when such budget has been approved
by the Primero Board and delivered to First Majestic, unless the aggregate cash
expenditures during the first four months of 2018 in such budget exceed the
aggregate cash expenditures for such period in the Draft Budget by more than
$4,000,000, in which event such budget shall only be effective when approved in
writing by First Majestic, acting reasonably; 

“Business” means the business of Primero and the Primero
Subsidiaries as it is currently conducted, including the exploration for and
exploitation of minerals in Mexico; 

“Business Corporations Act” means the Business
Corporations Act (British Columbia); 

“Business Day” means any day other than Saturday, Sunday
or any day on which major banks are closed for business in Vancouver, British
Columbia or in Toronto, Ontario; 

“Cerro del Gallo Sale” means the disposition of
outstanding shares of San Anton Resource Corporation (being the indirect owner
of the Cerro del Gallo project located in Mexico) by Primero pursuant to the
Cerro del Gallo Share Purchase Agreement;

“Cerro del Gallo Share Purchase Agreement” means the
share purchase agreement dated November 13, 2017 between Primero and Argonaut
Gold Inc. pursuant to which Argonaut Gold Inc. acquired all of the outstanding
shares of San Anton Resource Corporation from Primero;

“Change of Recommendation” means:

	 	(a) 	
      the Primero Board fails to publicly recommend or has
      withdrawn, qualified or modified or shall have changed its approval or
      recommendation of the Arrangement in a manner materially adverse to First
      Majestic;

	 	 	 
	 	(b) 	
      the Primero Board fails to publicly reaffirm its
      recommendation of the Arrangement within five Business Days after a public
      announcement of any Acquisition Proposal;

	 	 	 
	 	(c) 	
      the Primero Board, or any committee thereof, accepts,
      approves, endorses or recommends any Acquisition
  Proposal;







- 4- 

	 	(d) 	
      Primero accepts or enters into a letter of intent,
      memorandum of understanding, term sheet, agreement in principle,
      agreement, arrangement or understanding in respect of an Acquisition
      Proposal; or

	 	 	 
	 	(e) 	
      Primero, the Primero Board, or any committee thereof,
      publicly proposes or announces its intention to do any of the
      foregoing;



it being understood that publicly taking no position or a
neutral position by the Primero Board with respect to an Acquisition Proposal
for a period exceeding five Business Days after an Acquisition Proposal has been
publicly announced shall be deemed to constitute such a withdrawal,
qualification, modification or change; 

“COFECE” means the Comision Federal de Competencia
Económica (Mexico); 

“Confidentiality Agreement” means the
confidentiality agreement entered into between First Majestic and Primero dated
February 1, 2017; 

“Consideration” means the consideration to be
received pursuant to the Plan of Arrangement in respect of each Primero Share
that is issued and outstanding immediately prior to the Effective Time,
consisting of 0.03325 of a First Majestic Share; 

“Consideration Shares” means the aggregate number
of First Majestic Shares to be issued in exchange for Primero Shares pursuant to
the Arrangement; 

“Court” means the British Columbia Supreme Court;

“Debentureholder Circular”  means the
notice of the Primero Debentureholder Meeting and accompanying management proxy
circular, including all schedules, appendices and exhibits to, and information
incorporated by reference in, such circular, to be sent to the Primero
Debentureholders in connection with the Primero Debentureholder Meeting, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms of this Agreement; 

“Debentureholder Proposal” means the proposal to
amend the Primero Indenture such that the maturity date of the Primero
Debentures shall be accelerated to the next Business Day following the Effective
Date; 

“Debentureholders’ Resolution” means the
extraordinary resolution approving the Debentureholder Proposal, to be
substantially in the form and content of Exhibit C, to be considered, and if
deemed advisable, passed with or without variation, by the Primero
Debentureholders at the Primero Debentureholder Meeting; 

“Debt Instrument” means any bond, debenture,
mortgage, promissory note or other instrument evidencing indebtedness for
borrowed money; 

“Depositary” has the meaning set out in the Plan
of Arrangement; 




- 5- 

“Dissent Rights” means the rights of dissent in
respect of the Arrangement described in the Plan of Arrangement; 

“Draft Budget” means the draft monthly budget for
Primero for the 12-month period ending December 31, 2018, which has not been
approved by the Primero Board, a copy of which is attached as Appendix B to the
Primero Disclosure Letter; 

“EDGAR” means the Electronic Data Gathering and
Retrieval System of the SEC; 

“Effective Date” means the date the Arrangement
completes, as determined in accordance with Section 2.11; 

“Effective Time” means the time when the
transactions contemplated herein are deemed to have been completed, which shall
be 12:01 a.m. (Vancouver time) on the Effective Date or such other time as the
Parties agree to in writing before the Effective Date; 

“Ejido” means a communal property regime under
which the Ejido members individually possess specific parcels and as a group
hold common land, which are incorporated through an executive action of the
Mexican Federal Government and registered with the Mexican National Agrarian
Registry (Registro Agrario Nacional); 

“Ejido Group” means the Ejido members; 

“Employee Benefits” means: 

	 	(a) 	
      stock option plans, stock purchase plans, incentive
      plans, deferred compensation plans, profit-sharing plans and other similar
      benefits, plans or arrangements; and

	 	 	 
	 	(b) 	
      insurance, health, welfare, drug, disability, pension,
      retirement, travel, hospitalization, medical, dental, legal counseling,
      eye care and other similar benefits, plans or
  arrangements.



“Encumbrance” means any mortgage, charge,
easement, encroachment, lien, adverse claim, burden, payment and obligation due
and payable, or performable, as the case may be, rental, production payment,
assignment by way of security, security interest, servitude, pledge,
hypothecation, conditional sale agreement, security agreement, title retention
agreement, security trust (fideicomiso de garantía), financing statement,
option, right of pre-emption, right of first refusal or right of first offer,
privilege, obligation to assign, license, sublicense trust, royalty, carried,
working, participation or net profits interest or other third party interest or
other encumbrance or any agreement, option, right or privilege capable of
becoming any of the foregoing;

“Environmental Laws” means all
applicable Laws relating to pollution or the protection and preservation of the
environment or Hazardous Substances, including Laws relating to Releases or
threatened Releases of Hazardous Substances into the natural environment
(including ambient air, surface water, groundwater, land, surface and subsurface
strata) or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, Release, transport or handling of Hazardous Substances and
all laws and regulations with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous
Substances, and all laws relating to endangered or threatened species of fish,
wildlife and plants; 




- 6-

“EnvironmentalPermits” includes all
  permits, licenses, authorizations or program participation requirements with or
from any Governmental Entity under any Environmental Laws; 

“External Stream Agreement” means the Second
Amended and Restated Silver Purchase Agreement dated August 6, 2010 entered into
among Primero, Silver Trading (Barbados) Limited, Silver Wheaton (Caymans) Ltd.
(now Wheaton Precious Metals International Limited) and WPM; 

“Final Order” means the final order of the Court
approving the Arrangement as such order may be amended at any time prior to the
Effective Date or, if appealed, then, unless such appeal is abandoned or denied,
as affirmed; 

“Financial Statements” with respect to Primero or
First Majestic, as applicable, means the Annual Financial Statements and the
Interim Financial Statements of such Person; 

“First Majestic Credit Agreement” means the Credit
Agreement among First Majestic, Investec Bank PLC and the Bank of Nova Scotia,
and certain other lenders from time to time, dated February 8, 2016, as amended,
modified, restated or replaced from time to time; 

“First Majestic Disclosure Letter” means the
disclosure letter dated as of the date hereof executed by First Majestic and
delivered to, and acknowledged and accepted by, Primero concurrently with the
execution of this Agreement; 

“First Majestic Financing” means the proposed debt
or equity financing to be undertaken by First Majestic in connection with the
transactions contemplated by this Agreement (including the Debentureholder
Proposal, repayment of the Primero Credit Agreement and payment of other costs
and expenses in connection with such transactions); 

“First Majestic Information Record” means any
annual information form, press release, material change report, information
circular, financial statement, management's discussion and analysis or other
document of First Majestic which has been publicly filed by it on SEDAR or EDGAR
since December 31, 2015;

“First Majestic Material Agreements” means any legally binding agreement, commitment, contract, license,
indenture, obligation or undertaking to which First Majestic or any of the First
Majestic Subsidiaries is a party or by which it or any of the First Majestic
Subsidiaries is bound or affected or to which any of their respective properties
or assets is subject: (i) that if terminated or modified or if it ceased to be
in effect, would reasonably be expected to have a Material Adverse Effect on
First Majestic; (ii) relating directly or indirectly to the guarantee of any
liabilities or obligations or to indebtedness for borrowed money in excess of
$1,000,000 in the aggregate; (iii) restricting the incurrence of indebtedness by
First Majestic or any of the First Majestic Subsidiaries or restricting the
payment of dividends by First Majestic; (iv) under which First Majestic or any
of the First Majestic Subsidiaries is obligated to make or expects to receive
payments in excess of $1,000,000 over the remaining term of such agreement or
commitment; (v) that creates an exclusive dealing arrangement or right of first
offer or refusal that is material to First Majestic and the First Majestic Subsidiaries taken as
a whole; (vi) that materially limits or restricts (A) the ability of First
Majestic or any First Majestic Subsidiary to engage in any line of business or
carry on business in any geographic area, or (B) the scope of Persons to whom
First Majestic or any of the First Majestic Subsidiaries may sell products or
deliver services; or (vii) that is otherwise material to First Majestic and the
First Majestic Subsidiaries, taken as a whole; 




- 7-

“First Majestic Material Subsidiaries” means
  Corporación First Majestic S.A. de C.V., First Majestic Plata S.A. de C.V.,
  Minera El Pilon S.A. de C.V., Minera La Encantada S.A. de C.V., La Encantada
  Procesadora de Minerales, S.A. de C.V., First Majestic Del Toro, S.A. de C.V.,
  La Guitarra Compañia Minera, S.A. de C.V. and Nusantara de Mexico, S.A. de C.V.;

“First Majestic Shares” means the common shares in
the authorized share structure of First Majestic; 

“FSE” means the Regulated Unofficial Market of the
Frankfurt Stock Exchange; 

“Governmental Entity” means any 

	 	(a) 	
      international, multinational, federal, provincial, state,
      regional, municipal, local or other government, governmental or public
      department, central bank or Tribunal;

	 	 	 
	 	(b) 	
      subdivision, agent, commission, board, or authority of
      any of the foregoing; or

	 	 	 
	 	(c) 	
      quasi-governmental or private body exercising any
      regulatory, expropriation or taxing authority under or for the account of
      any of the foregoing;



“Guarantee” means any agreement, contract or
commitment providing for the guarantee, indemnification, assumption or
endorsement or any like commitment with respect to the obligations, liabilities
(contingent or otherwise) or indebtedness of any Person; 

“Hazardous Substance” means, collectively,
any contaminant, toxic substance, explosives or other dangerous goods or
pollutant or any other substance the Release of which to the natural environment
is likely to cause, at some immediate or future time, material harm or
degradation to the natural environment or material risk to human health,
including (a) any petroleum substances, radioactive materials, asbestos in any
form that is or could become friable, urea formaldehyde foam insulation,
transformers or other equipment that contains dielectric fluid containing
polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or
substances defined under Environmental Laws as or included in the definition of
“hazardous substances, “hazardous wastes, “hazardous materials, “restricted
hazardous materials, “extremely hazardous substances, “toxic substances,
“contaminants or “pollutants or words of similar meaning and regulatory effect;
or (c) any other chemical, material or substance, exposure to which is
prohibited, limited, or regulated by any Environmental Law; 

“IFRS” means International Financial Reporting
Standards as incorporated in the Handbook of the Canadian Institute of Chartered
Accountants and as issued by the International Accounting Standards Board, as at
the relevant time and applied on a consistent basis; 




- 8- 

“Interim Period” means the period from and
including the date hereof to and including the earlier of the Effective Time and
the date of termination of this Agreement pursuant to Article 6; 

“Interested Person” means any officer, director,
employee or consultant of Primero or any Primero Subsidiary or any Person which
Primero, any Primero Subsidiary or any of the foregoing does not deal at arm’s
length within the meaning of the ITA (including a spouse, parent, child or
sibling of any such Person); 

“Interim Financial Statements” means the unaudited
consolidated financial statements of Primero or First Majestic, as the case may
be, as at, and for the nine months ended September 30, 2017 and September 30,
2016, including the notes thereto; 

“InterimOrder” means the interim order of
the Court made in connection with the Arrangement, as such order may be amended,
supplemented or varied by the Court; 

“Internal Stream Agreement” means the Third
Amended and Restated Silver Purchase Agreement dated as of October 11, 2011
among PEM, Silver Trading (Barbados) Limited and Primero; 

“ITA” means the Income Tax Act (Canada);

“Laws” means any and all laws (statutory, common
or otherwise), statutes, regulations, statutory rules, regulatory instruments,
principles of law, orders, injunctions, judgments, published policies and
guidelines (to the extent that they have the force of law), standards (including
Normas Oficiales Mexicanas and Normas Mexicanas) and terms and
conditions of any grant of approval, permission, authority or license of any
Governmental Entity, statutory body or self-regulatory authority, and the term
“applicable with respect to such Laws and in the context that refers to one or
more Persons means that such Laws apply to such Person or Persons or its or
their business, undertaking, property or securities and emanate from a Person
having jurisdiction over the Person or Persons or its or their business,
undertaking, property or securities; 

“Leased Property” means all the right, title and
interest of Primero and the Primero Subsidiaries in and to the subject matter
(whether realty or personal property) of the Leases; 

“Leases” means the real or personal property
leases or subleases, or other rights of occupancy relating to real property
including with Ejidos, which Primero or any Primero Subsidiary is a party to or
bound by, including those set forth and described in Schedule 3.1.21 of the
Primero Disclosure Letter; 

“Licenses” has the meaning set out in Section
3.1.29; 

“Mailing Deadline” means, subject to Section
2.4(b), February 16, 2018 unless otherwise agreed by the Parties; 

“Match Period” has the meaning set out in in
Section 4.4(a)(vi); 

“Material Adverse Change”, when used in
connection with First Majestic or Primero, means: 




- 9- 

	 	(a) 	
      any change, effect, development, event or occurrence
      that, individually or in the aggregate, prevents, or would reasonably be
      expected to prevent such Party from performing its material obligations
      under this Agreement in any material respect prior to the Outside Date;
      or

	 	 	
       

	 	(b) 	
      any change, effect, development, event or occurrence
      that, individually or in the aggregate, is, or would reasonably be
      expected to be, material and adverse to the business, properties, assets,
      operations, condition, affairs, liabilities (contingent or otherwise), or
      obligations (whether absolute, conditional or otherwise) of such Party and
      its subsidiaries taken as a whole, other than any change, effect,
      development, event or occurrence:




	 	(i) 	
      relating to the announcement of the execution of this
      Agreement or relating to the Arrangement or other transactions
      contemplated by this Agreement;

	 	 	
       

	 	(ii) 	
      relating to a decrease in the market price of such Partys
      common shares on any stock exchange (it being understood that, if the
      cause or causes of any decrease, in and of itself or themselves, is
      otherwise a Material Adverse Change, then such decrease may be taken into
      consideration when determining whether a Material Adverse Change has
      occurred);

	 	 	
       

	 	(iii) 	
      relating to the Canadian or international economy or
      securities markets in general;

	 	 	
       

	 	(iv) 	
      affecting the worldwide silver or gold mining industries
      in general, including any changes in the market price of silver or
      gold;

	 	 	
       

	 	(v) 	
      relating to any effect resulting from an act of terrorism
      or any outbreak of hostilities or war (or any escalation or worsening
      thereof);

	 	 	
       

	 	(vi) 	
      relating to any natural disaster;

	 	 	
       

	 	(vii) 	
      relating to any enactment, adoption, proposal,
      implementation or any change in applicable Laws or in IFRS; or

	 	 	
       

	 	(viii) 	
      relating to any action taken by First Majestic or Primero
      at the request of the other or that is required or contemplated by this
      Agreement;





	 	
      provided, however, that the effect referred to in clauses
      (iii) through (vii) above does not primarily relate to (or have the effect
      of primarily relating to) the Party or the Partys subsidiaries, taken as a
      whole, or disproportionately adversely affect the Party and the Partys
      subsidiaries, taken as a whole, compared with other companies of a similar
      size operating in the industry and jurisdiction in which that Party and
      that Partys subsidiaries operate; 




“Material Adverse Effect”, when used in
connection with First Majestic or Primero, means any change, effect,
development, event or occurrence that has an effect that is, or would reasonably
be expected to cause, a Material Adverse Change with respect to
such Party and its subsidiaries taken as a whole; 




- 10-

“material factand” “material
changehave the meanings set out in the Securities Act; 

“Meeting Deadline” means, subject to terms of this
Agreement, March 21, 2018, unless otherwise agreed by the Parties; 

“Mineral Rights means all mineral title and rights, whether
under law, contractual or otherwise, for the exploration for or exploitation or
extraction of mineral resources and reserves, including all mining licenses,
mineral claims, concessions, exploration licenses, exploitation licenses,
prospecting licenses and mining leases, together with surface rights, water
rights, royalty interests, expenses and assessment works surplus interests, fee
interests, net profit interests, joint venture interests, carried interests and
other leases, rights of way and enurements related to any such rights; 

“MI 61-101” means Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions; 

“misrepresentation”  has the meaning set out in the
Securities Act; 

“NI 43-101” means National Instrument 43-101 -
Standards of Disclosure for Mineral Projects; 

“NI 52-109” means National Instrument 52-109 -
Certification of Disclosure in Issuers Annual and Interim Filings; 

“NYSE” means the New York Stock Exchange;


“Outside Date” means the latest date by which the
transactions contemplated by this Agreement are to be completed, which date,
subject to the terms of this Agreement, shall be April 30, 2018 or such later
date as may be agreed upon by the Parties; provided that, notwithstanding the
foregoing, if (a) any applicable Antitrust Clearance has not been obtained prior
to April 30, 2018, and (b) all of the other conditions set forth in Article 5
(other than the delivery of items to be delivered on the Effective Date and the
satisfaction of those conditions that, by their terms, cannot be satisfied until
immediately prior to the Effective Date) have been satisfied or waived, the
Outside Date shall be extended for an additional sixty days; 

“Parties” means First Majestic and Primero and
“Party” means either of them;

“PEM” means Primero Empresa Minera, S.A. de C.V.;

“Permitted Encumbrances” means the Encumbrances
created in connection with the Primero Credit Agreement and the External Stream
Agreement and all other Encumbrances described on Schedule 1.1 of the Primero
Disclosure Letter; 

“Person” includes any individual, firm,
partnership, joint venture, venture capital fund, association, trust, trustee,
executor, administrator, legal personal representative, estate, group, body corporate, corporation, company, unincorporated
association or organization, Governmental Entity, syndicate or other entity,
whether or not having legal status; 




- 11-

“Plan of Arrangement” means the plan of
  arrangement substantially in the form and content of Exhibit A hereto and any
  amendments or variations thereto made in accordance with this Agreement or the
  Plan of Arrangement or made at the direction of the Court in the Final Order and
acceptable to each of the Parties hereto, acting reasonably; 

“Primero Board” means the board of directors of
Primero; 

“Primero Budget” means the Draft Budget or the
Board Approved Budget, as applicable; 

“Primero Convertible Securities” means,
collectively, the Primero Debentures, Primero Options, Primero Warrants, Primero
PSUs and Primero DSUs; 

“Primero Convertible Securities Plans” means the
Primero Indenture, Primero Option Plan; Primero Warrant Indenture, Primero PSU
Plan and Primero DSU Plan; 

“Primero Credit Agreement” means the Credit
Agreement among Primero, the Bank of Montreal, as agent, and the Bank of
Montreal and The Bank of Nova Scotia, as lenders, dated May 23, 2014, as
amended, modified, restated or replaced prior to the Effective Date; 

“Primero Datasite Information” means the documents
made available to First Majestic in the electronic data site established by
Primero as in effect at 2:00 p.m. (Pacific time) on January 11, 2018, an index
of which is contained in the Primero Disclosure Letter; 

“Primero Debentureholder Approval” means the
requisite approval by Primero Debentureholders for the Debentureholders
Resolution as required pursuant to the Primero Indenture; 

“Primero Debentureholder Meeting” means the
special meeting of Primero Debentureholders, including any adjournment or
postponement thereof, to be called and held in accordance with the Primero
Indenture for the purpose of considering and, if thought fit, approving the
Debentureholders Resolution; 

“Primero Debentureholder” means any holder of one
or more Primero Debentures; 

“Primero Debentures” means the convertible
debentures issued pursuant to the Primero Indenture; 

“Primero Disclosure Letter” means the disclosure
letter dated the date hereof executed by Primero and delivered to, and
acknowledged and accepted by, First Majestic concurrently with the execution of
this Agreement;

“Primero DSU Plan” means Primeros Deferred Share
Unit Plan dated March 23, 2015; 

“Primero DSUs” means the deferred share units
granted pursuant to the Primero DSU Plan; 




- 12- 

“Primero Fairness Opinion” means the opinion of
Rothschild (Canada) Inc. to the effect that, as of the date of such opinion and
based upon and subject to the assumptions, limitations and qualifications set
forth therein, the Consideration is fair, from a financial point of view, to the
Primero Shareholders; 

“Primero Indenture” means the trust indenture
dated February 9, 2015 entered into between Primero and Computershare Trust
Company of Canada; 

“Primero Information Record” means any annual
information form, press release, material change report, information circular,
financial statement, management's discussion and analysis or other document of
Primero which has been publicly filed by Primero on SEDAR since December 31,
2015;

“Primero Material Agreements” means any
legally binding agreement, commitment, contract, license, indenture, obligation
or undertaking to which Primero or any of the Primero Subsidiaries is a party or
by which it or any of the Primero Subsidiaries is bound or affected or to which
any of their respective properties or assets is subject: (i) that if terminated
or modified or if it ceased to be in effect, would reasonably be expected to
have a Material Adverse Effect on Primero; (ii) relating directly or indirectly
to the guarantee of any liabilities or obligations or to indebtedness for
borrowed money in excess of $250,000 in the aggregate; (iii) restricting the
incurrence of indebtedness by Primero or any of the Primero Subsidiaries or
restricting the payment of dividends by Primero; (iv) under which Primero or any
of the Primero Subsidiaries is obligated to make or expects to receive payments
in excess of $250,000 over the remaining term of such agreement or commitment;
(v) that creates an exclusive dealing arrangement or right of first offer or
refusal that is material to Primero and the Primero Subsidiaries taken as a
whole; (vi) that materially limits or restricts (A) the ability of Primero or
any Primero Subsidiary to engage in any line of business or carry on business in
any geographic area, or (B) the scope of Persons to whom Primero or any of the
Primero Subsidiaries may sell products or deliver services; or (vii) that is
otherwise material to Primero and the Primero Subsidiaries, taken as a whole;
and (viii) in respect of Primero, includes each of the contracts listed in
Section 3.1.23 of the Primero Disclosure Letter; 

“Primero Meetings means the Primero Shareholder
Meeting and the Primero Debentureholder Meeting; 

“Primero Mineral Rights has the meaning set out
in Section 3.1.16(a);

 “Primero Option” means an option to purchase Primero
  Shares;

 “Primero Optionholder” means a holder of one or more Primero Options;  

“Primero Option Plan” means Primeros Stock Option Plan dated May 4, 2016; 

“Primero PSU Plan” means Primeros 2013 Phantom
Share Unit Plan dated April 18, 2016; 

“Primero PSUs” means the phantom share units
granted pursuant to the Primero PSU Plan; 




- 13- 

“Primero Securities” means, together, the Primero
Shares and the Primero Convertible Securities; 

“Primero Shareholder” means a holder of one or
more Primero Shares; 

“Primero Shareholder Approval” has the meaning set
out in Section 2.2(b); 

“Primero Shareholder Meeting” means the special
meeting of Primero Shareholders, including any adjournment or postponement
thereof, to be called and held in accordance with the Interim Order for the
purpose of considering and, if thought fit, approving the Arrangement
Resolution; 

“PrimeroShares” means the common shares in
the authorized share structure of Primero; 

“Primero Strategic Process” means the strategic
transaction process undertaken by Primero as disclosed in the news release
issued by Primero on February 27, 2017; 

“Primero Subsidiaries” means,collectively, Cerro
Resources Pty Ltd., Cerro San Anton Pty Ltd., Silver Trading (Barbados) Limited,
PEM, Primero Compania Minera, S.A. de C.V., Primero Servicios Mineros, S.A. de
C.V., Primero Transportes Aereos, S.A. de C.V., Primero Auxiliares de
Adminstracion S.A. de C.V., Primero Hidroelectrico S.A. de C.V. and Primero
Mining Luxembourg s.a.r.l.; 

“PrimeroTechnical Report” has the meaning
set out in Section 3.1.17(b);

“Primero Warrant Indenture” means the common share
purchase warrant indenture dated June 24, 2016 entered into between Primero and
Computershare Trust Company of Canada; 

“Primero Warrants” means the warrants issued
pursuant to the Primero Warrant Indenture; 

“Regulatory Approvals” means those sanctions,
rulings, consents, orders, exemptions, permits and other approvals (including
the waiver or lapse, without objection, of a prescribed time under a statute or
regulation that states that a transaction may be implemented if a prescribed
time lapses following the giving of a notice without an objection being made) of
Governmental Entities required in connection with the consummation of the
Arrangement or any of the transactions contemplated hereby, including the
Antitrust Clearance; 

“Release” means any release, spill, emission,
discharge, leaking, pumping, dumping, escape, injection, deposit, disposal,
discharge, dispersal, leaching or migration of Hazardous Substances into the
indoor or outdoor environment (including, ambient air, surface water, ground
water, and surface or subsurface strata) or into or out of any property,
including the movement of Hazardous Substances through or in the air, soil,
surface water, ground water or property; 

“Replacement Option” has the meaning set out in
the Plan of Arrangement; 

“Replacement Stream Agreement” means the Precious
Metals Purchase Agreement dated the date hereof and effective as of the
Effective Date entered into among First Majestic, FM Metal Trading (Barbados)
Inc. and Wheaton Precious Metals International Ltd.; 




- 14- 

“Representatives” means, collectively, with
respect to a Party, the officers, directors, employees, consultants, advisors,
agents or other representatives (including lawyers, accountants, investment
bankers and financial advisors) of that Party and its affiliates; 

“SEC” means the U.S. Securities and Exchange
Commission; 

“Section 3(a)(10) Exemption” means the exemption
from the registration requirements of the U.S. Securities Act provided by
Section 3(a)(10) thereof. 

“Securities Act” means the Securities Act
(British Columbia); 

“Securities Authority” means the British Columbia
Securities Commission and any other applicable securities commission or
securities regulatory authority of a province or territory of Canada;


“Securities Laws” means the securities Laws of
each of the provinces and territories of Canada, the policies and regulations of
any Canadian or U.S. stock exchange on which the applicable Partys securities
are listed and posted for trading, the U.S. Securities Act and the U.S. Exchange
Act and all other applicable state, federal and provincial securities Laws,
rules, regulations and published policies thereunder, as now in effect and as
they may be promulgated or amended from time to time; 

“SEDAR” means the System for Electronic Disclosure
Analysis and Retrieval; 

“ShareholderCircular” means the notice of
the Primero Shareholder Meeting and accompanying management proxy circular,
including all schedules, appendices and exhibits to, and information
incorporated by reference in, such circular, to be sent to the Primero
Shareholders in connection with the Primero Shareholder Meeting, as amended,
supplemented or otherwise modified from time to time in accordance with the
terms of this Agreement and the Interim Order; 

“subsidiary” has the meaning set out in the
Business Corporations Act and includes, for greater certainty, an indirect
subsidiary; 

“Superior Proposal” means an unsolicited bona
fide written Acquisition Proposal (provided, however, that for the purposes
of this definition, all references to “20% shall be changed to “100%) made by a
third party or parties acting jointly (other than First Majestic and its
affiliates) that complies with Securities Laws and did not result from a breach
of Section 4.3 and which: 

	 	(a) 	
      is not subject to any financing condition and in respect
      of which any required financing to complete such Acquisition Proposal has
      been obtained or demonstrated to the satisfaction of the Primero Board
      acting in good faith (after receipt of advice from its financial advisors
      and outside legal counsel) to be reasonably likely to be obtained without
      undue delay;

	 	 	
       

	 	(b) 	
      is not subject to a due diligence condition and/or access
      condition;







- 15- 

	 	(c) 	
      is made available to all Primero Shareholders on the same
      terms and conditions; and

	 	 	 
	 	(d) 	
      in the good faith determination of the Primero Board,
      after consultation with its financial advisors and outside legal
      counsel:




	 	(i) 	
      is reasonably capable of being completed in accordance
      with its terms and without undue delay, taking into account all legal,
      financial, regulatory and other aspects of such proposal and the Person
      making such proposal; and

	 	 	
       

	 	(ii) 	
      would, if consummated and taking into account all of the
      terms and conditions of such Acquisition Proposal (but not assuming away
      the risk of non-completion), result in a transaction more favourable to
      the Primero Shareholders from a financial point of view than the
      Arrangement (including any adjustment to the terms and conditions of the
      Arrangement proposed by First Majestic pursuant to Section
  4.4);



“Tax Returns” includes all returns, reports,
declarations, elections, notices, filings, forms, statements and other documents
(whether in tangible, electronic or other form) and including any amendments,
schedules, attachments, supplements, appendices and exhibits thereto and any
claims for refund, declarations of estimated Taxes and information returns,
made, prepared, filed or required by a Governmental Entity to be made, prepared
or filed by Law and conclusive agreements (acuerdos conclusivos) in
respect of Taxes;

“Taxes” means, with respect to any entity, all
income taxes (including any tax on or based upon net income, gross income,
income as specially defined, earnings, profits or selected items of income,
earnings or profits) and all capital taxes, gross receipts taxes, environmental
taxes, sales taxes, use taxes, ad valorem taxes, value added taxes,
transfer taxes, franchise taxes, license taxes, withholding taxes, payroll
taxes, employment taxes, Canada Pension Plan premiums, excise, severance, social
security premiums, workers compensation premiums, employment insurance or
compensation premiums, stamp taxes, occupation taxes, premium taxes, property
taxes, production taxes, severance taxes, windfall profits taxes, profit sharing
taxes, alternative or add-on minimum taxes, goods and services tax, customs
duties, mining duties (including under the Federal Duties Act (Mexico) (Ley
Federal de Derechos)) or other taxes, fees, governmental royalties, special
mining tax, imports, assessments or charges of any kind whatsoever, together
with any interest and any penalties or additional amounts imposed by any taxing
authority (domestic or foreign) on such entity, and any interest, penalties,
additional taxes and additions to tax imposed with respect to the foregoing;

“Termination Payment” means an amount equal to
$10,000,000 payable by Primero to First Majestic in certain circumstances in
accordance with Section 6.3; 

“Transaction Personal Information” has the meaning
set out in Section 7.1; 

“Tribunal” means: 

	 	(a) 	
      any court (including a court of
equity);







- 16- 

	 	(b) 	
      any federal, provincial, state, county, municipal or
      other government or governmental department, ministry, commission, board,
      bureau, agency or instrumentality;

	 	 	 
	 	(c) 	
      any securities commission, Canadian or U.S. stock
      exchange or other regulatory or self-regulatory body; and

	 	 	 
	 	(d) 	
      any arbitrator or arbitration
tribunal;



“TSX” means the Toronto Stock Exchange; 

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

“U.S. Securities Act” means the United States
Securities Act of 1933;

“U.S. Investment Company Act” means the United
States Investment Company Act of 1940;

“WPM” means Wheaton Precious Metals Corp.
(previously known as Silver Wheaton Corp.), a company existing under the laws of
British Columbia; and 

“WPM Guarantee” means the agreement dated March
30, 2017 between Silver Trading (Barbados) Limited, Silver Wheaton (Caymans)
Ltd. (now Wheaton Precious Metals International Ltd.), Primero and WPM.


	1.2 	
      Interpretation Not Affected by Headings,
    etc.



The division of this Agreement into sections and other portions
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation hereof. Unless otherwise
indicated, all references in this Agreement to a “Section followed by a number
and/or a letter refer to the specified section of this Agreement, and all
references in this Agreement to an Exhibit followed by a letter refer to the
specified Exhibit to this Agreement. Unless otherwise indicated, the terms “this
Agreement, “hereof, “herein, “hereunder and “hereby and similar expressions
refer to this Agreement (including the Exhibits hereto), as amended or
supplemented from time to time pursuant to the applicable provisions hereof, and
not to any particular section or other portion hereof. 

	1.3 	
      Currency.



All sums of money referred to in this Agreement are expressed
in lawful money of the United States of America and “$ refers to U.S. dollars,
unless indicated as Canadian dollars (Cdn$). 

	1.4 	
      Number, etc.



Unless the context otherwise requires, words importing the
singular shall include the plural and vice versa and words importing any gender
shall include all genders. 

	1.5 	
      Date For Any Action.







- 17- 

In the event that any date on which any action is required to
be taken hereunder by any of the Parties hereto is not a Business Day, such
action shall be required to be taken on the next succeeding day which is a
Business Day. 

	1.6 	
      Entire Agreement.



This Agreement constitutes, together with the Confidentiality
Agreement, the agreement relating to tax and certain other matters, dated the
date hereof, between the parties hereto and the Disclosure Letter, the entire
agreement among the Parties with respect to the Arrangement and other
transactions contemplated hereby and supersedes all other prior agreements,
understandings, negotiations and discussions, whether oral or written, among the
Parties with respect thereto, other than the Confidentiality Agreement. There
are no representations, warranties, terms, conditions, undertakings or
collateral agreements, express, implied or statutory, between the Parties with
respect thereto except as expressly set forth in this Agreement, the
Confidentiality Agreement and the agreement relating to tax and certain other
matters, dated the date hereof, between the parties hereto. 

	1.7 	
      Accounting Matters.



Unless otherwise indicated, all accounting terms used in this
Agreement shall have the meanings attributable thereto under IFRS and all
determinations of an accounting nature required to be made shall be made in a
manner consistent with IFRS and past practice.

	1.8 	
      Construction.



In this Agreement, unless otherwise indicated: 

	 	(a) 	
      the words “include, “including or “in particular, when
      following any general term or statement, shall not be construed as
      limiting the general term or statement to the specific items or matters
      set forth or to similar items or matters, but rather as permitting the
      general term or statement to refer to all other items or matters that
      could reasonably fall within the broadest possible scope of the general
      term or statement;

	 	 	
      

	 	(b) 	
      a reference to a statute means that statute, as amended
      and in effect as of the date of this Agreement, and includes each and
      every regulation and rule made thereunder and in effect as of the date
      hereof; and

	 	 	
      

	 	(c) 	
      where a word, term or phrase is defined, its derivatives
      or other grammatical forms have a corresponding
meaning.




	1.9 	
      Knowledge.



In this Agreement, the phrase “to the knowledge of any Person,
“to the best knowledge of any Person, “known to any Person, “of which it is
aware or any similar phrase means, unless otherwise indicated, (a) with respect
to any Person who is an individual, the actual knowledge of such Person, and (b)
with respect to any Person who is not an individual, the actual knowledge of the
chief executive officer and chief financial officer of such Person and its
affiliates after reasonable enquiry, and to the extent that such reasonable
enquiry was not conducted, includes the knowledge that a reasonable Person would
have had if such reasonable enquiry had been conducted. 




- 18-

	1.10 	
      Commercially Reasonable
  Efforts.



In this Agreement, the phrase “commercially reasonable efforts
with respect to any Party means the cooperation of such Party and the use by
such Party of its reasonable efforts consistent with reasonable commercial
practice without payment or incurrence of any liability or obligation, other
than reasonable expenses. 

	1.11 	
      Ordinary Course of
  Business.



In this Agreement the phrase “in the ordinary course of
business or “ordinary course and similar expressions shall, as applicable, mean
and refer to, with respect to an action taken by a Party, that such action is
consistent with the past practices of such Party and is taken in the ordinary
course of the normal day-to-day operations of the business of such Party. 

	1.12 	
      Exhibits.



The following Exhibits are annexed to this Agreement and are
hereby incorporated by reference into this Agreement and form an integral part
hereof: 

	Exhibit A 	- 	Plan of Arrangement 
	 	 	 
	Exhibit B 	- 	Arrangement Resolution 
	 	 	 
	Exhibit C 	- 	Debentureholders Resolution



ARTICLE 2
THE ARRANGEMENT

	2.1 	
      Arrangement.



The Parties agree that the Arrangement will be implemented in
accordance with and subject to the terms and conditions contained in this
Agreement and the Plan of Arrangement. 

	2.2 	
      Interim Order.



As soon as reasonably practicable following the execution of
this Agreement, and in any event in sufficient time to hold the Primero
Shareholder Meeting in accordance with Section 2.3, Primero shall apply to the
Court in a manner acceptable to First Majestic, acting reasonably, pursuant to
the Business Corporations Act and prepare, file and diligently pursue an
application for the Interim Order, which shall provide, among other things: 

	 	(a) 	
      for the class of Persons to whom notice is to be provided
      in respect of the Arrangement and the Primero Shareholder Meeting and for
      the manner in which such notice is to be
provided;







- 19- 

	 	(b) 	
      that the requisite approval for the Arrangement
      Resolution shall be two-thirds of the votes cast on the Arrangement
      Resolution by the Primero Shareholders present in person or represented by
      proxy at the Primero Shareholder Meeting and, if required by MI 61-101,
      minority approval in accordance with MI 61-101 (the “Primero
      Shareholder Approval);

	 	 	
       

	 	(c) 	
      that, in all other respects, the terms, restrictions and
      conditions of the articles of Primero, including quorum requirements and
      all other matters, shall apply in respect of the Primero Shareholder
      Meeting;

	 	 	
       

	 	(d) 	
      for the grant of the Dissent Rights;

	 	 	
       

	 	(e) 	
      for the notice requirements with respect to the
      presentation of the application to the Court for the Final
Order;

	 	 	
       

	 	(f) 	
      that the Primero Shareholder Meeting may be adjourned or
      postponed from time to time by the Primero Board, subject to the terms of
      this Agreement, without the need for additional approval of the Court;
      and

	 	 	
       

	 	(g) 	
      for such other matters as First Majestic or Primero may
      reasonably require, subject to obtaining the prior consent of the other
      Party, such consent not to be unreasonably withheld or
  delayed.




	2.3 	
      Primero Shareholder
  Meeting.



Subject to receipt of the Interim Order and the terms of this
Agreement: 

	 	(a) 	
      Primero agrees to convene and conduct the Primero
      Shareholder Meeting in accordance with Primeros articles, applicable Laws
      and the Interim Order, as soon as reasonably practicable, and in any event
      on or before the Meeting Deadline. Primero agrees that it shall, in
      consultation with First Majestic, fix and publish a record date for the
      purposes of determining the Primero Shareholders entitled to receive
      notice of and vote at the Primero Shareholder Meeting in accordance with
      the Interim Order;

	 	 	
       

	 	(b) 	
      Primero shall not, except as required for quorum
      purposes, as required by Law, or otherwise as permitted under this
      Agreement, adjourn, postpone or cancel (or propose or permit the
      adjournment, postponement or cancellation of) the Primero Shareholder
      Meeting without First Majestics prior written consent;

	 	 	
       

	 	(c) 	
      Primero shall advise First Majestic as First Majestic may
      reasonably request, and at least on a daily basis on each of the last ten
      Business Days prior to the date of the Primero Shareholder Meeting, as to
      the aggregate tally of the proxies received by Primero in respect of the
      Arrangement Resolution;

	 	 	
       

	 	(d) 	
      Primero shall promptly advise First Majestic of any
      written notice of dissent or purported exercise by any Primero Shareholder
      of Dissent Rights received by Primero in relation to the Arrangement and
      any withdrawal of Dissent Rights received by Primero and any written communications sent by or
on behalf of Primero to any Primero Shareholder exercising or purporting to
exercise Dissent Rights in relation to the Arrangement;







- 20-

	 	(e) 	
      Primero shall not make any payment or settlement offer,
      or agree to any payment or settlement prior to the Effective Time with
      respect to Dissent Rights without the prior written consent of First
      Majestic, acting reasonably; and

	 	 	 
	 	(f) 	
      Primero shall provide notice to First Majestic of the
      Primero Shareholder Meeting and shall allow Representatives of First
      Majestic to attend the Primero Shareholder
Meeting.




	2.4 	
      Shareholder
Circular.




	 	(a) 	
      As promptly as reasonably practicable following execution
      of this Agreement, Primero shall prepare the Shareholder Circular together
      with any other documents required by applicable Laws in connection with
      the Primero Shareholder Meeting.

	 	 	
      

	 	(b) 	
      As promptly as reasonably practicable following issuance
      of the Interim Order, and in any event prior to the close of business on
      the Mailing Deadline, Primero shall cause the Shareholder Circular to be
      sent to the Primero Shareholders and filed as required by the Interim
      Order and applicable Laws.

	 	 	
      

	 	(c) 	
      If Primero provides notice to First Majestic regarding an
      Acquisition Proposal pursuant to this Agreement prior to the mailing of
      the Shareholder Circular, then unless the Parties agree otherwise, the
      Mailing Deadline will be extended by a period of time equal to the number
      of days from the date on which Primero first provides notice of such
      Acquisition Proposal to First Majestic until the earlier
  of:




	 	(i) 	
      written notification from Primero to First Majestic that
      the Primero Board has determined that the Acquisition Proposal is not a
      Superior Proposal; or

	 	 	 
	 	(ii) 	
      the date on which Primero and First Majestic enter into
      an amended agreement pursuant to Section 4.4 which results in the
      Acquisition Proposal in question not being a Superior
  Proposal.



If the Mailing Deadline is so
extended, the Meeting Deadline and the Outside Date shall be extended by the
same number of days as the Mailing Deadline has been extended. 

	 	(d) 	
      Primero shall ensure that the Shareholder Circular is
      complete and accurate in all material respects, complies in all material
      respects with all applicable Laws and shall contain sufficient detail to
      permit the Primero Shareholders to form a reasoned judgment concerning the
      matters to be placed before them at the Primero Shareholder Meeting.
      Without limiting the generality of the foregoing, Primero shall ensure
      that the Shareholder Circular does not contain any misrepresentation
      (other than with respect to any information relating to and provided by
      First Majestic or its subsidiaries). First Majestic acknowledges that it
      shall be solely responsible for the completeness, accuracy or sufficiency of
any information relating to First Majestic or its subsidiaries included in the
Shareholder Circular and that Primero shall not be responsible for ensuring the
completeness, accuracy or sufficiency of such information. 







- 21-

	 	(e) 	
      Without limiting the generality of the foregoing, Primero
      shall disclose in the Shareholder Circular:




	 	(i) 	
      that the Primero Board has received the Primero Fairness
      Opinion and that, subject to the scope of review, assumptions and
      limitations set out in such opinion, the Consideration is fair from a
      financial point of view to the Primero Shareholders (other than First
      Majestic and its affiliates);

	 	 	
       

	 	(ii) 	
      the complete text of the Primero Fairness Opinion;
    and

	 	 	
       

	 	(iii) 	
      that the Primero Board has determined, after receiving
      financial and legal advice, that the Arrangement is fair to the Primero
      Shareholders (other than First Majestic and its affiliates) and in the
      best interests of Primero.




	 	(f) 	
      Subject to the terms of this Agreement (i) Primero shall
      solicit proxies in favour of the Arrangement Resolution and against any
      resolution submitted by a Primero Shareholder, including, if so requested
      by First Majestic and at First Majestics expense, using the services of
      dealers and proxy solicitation services selected by First Majestic and
      permitting First Majestic to otherwise assist Primero in such
      solicitation, and take all other actions that are reasonably necessary or
      desirable to seek the approval of the Arrangement Resolution by the
      Primero Shareholders; (ii) the Primero Board shall recommend to the
      Primero Shareholders that they vote in favour of the Arrangement
      Resolution and shall include in the Shareholder Circular a statement to
      such effect; and (iii) Primero shall include in the Shareholder Circular a
      statement that each director and executive officer of Primero intends to
      vote all of such Persons Primero Shares in favour of the Arrangement
      Resolution, subject to the other terms of this Agreement.

	 	 	
       

	 	(g) 	
      First Majestic shall provide to Primero all information
      regarding First Majestic and its affiliates and the First Majestic Shares
      as may be required by Law to be included in the Shareholder Circular.
      First Majestic shall also obtain any necessary consents from any of its
      auditors and any other advisors to the use of any financial, technical or
      other expert information required to be included in the Shareholder
      Circular and to the identification in the Shareholder Circular of each
      such advisor. First Majestic shall ensure that such information is
      complete and accurate in all material respects, complies in all material
      respects with applicable Laws and, without limiting the generality of the
      foregoing, does not include any misrepresentation concerning First
      Majestic, its affiliates or the First Majestic Shares.

	 	 	
       

	 	(h) 	
      First Majestic hereby indemnifies and saves harmless
      Primero, its subsidiaries and their respective Representatives from and
      against any and all liabilities, claims,demands, losses, costs, damages and expenses to which Primero,
any subsidiary or any of their respective Representatives may be subject or may
suffer as a result of, or arising from, any misrepresentation or alleged
misrepresentation contained in any information included in the Shareholder
Circular that was provided by First Majestic, including as a result of any order
made, or any inquiry, investigation or proceeding instituted by any Securities
Authority or other Governmental Entity based on any such misrepresentation or
alleged misrepresentation.







- 22-

	 	(i) 	
      First Majestic and its legal counsel shall be given a
      reasonable opportunity to review and comment on the Shareholder Circular
      prior to the Shareholder Circular being printed or filed with any
      Governmental Entity, and reasonable consideration shall be given to any
      comments made by First Majestic and its legal counsel; provided, however,
      that all information relating solely to First Majestic and its intention
      to rely on the Section 3(a)(10) Exemption, its affiliates and the First
      Majestic Shares included in the Shareholder Circular shall be in form and
      content satisfactory to First Majestic, acting reasonably.

	 	 	
      

	 	(j) 	
      Primero and First Majestic shall each promptly notify the
      other if, at any time before the Effective Date, either becomes aware that
      the Shareholder Circular contains a misrepresentation, or that an
      amendment or supplement to the Shareholder Circular is otherwise required,
      and Primero and First Majestic shall co-operate in the preparation of any
      amendment or supplement to the Shareholder Circular as required or
      appropriate. Primero shall promptly mail or otherwise publicly disseminate
      any amendment or supplement to the Shareholder Circular to the Primero
      Shareholders and, if required by the Court or applicable Laws, file the
      same with the Securities Authorities, the SEC and any other Governmental
      Entity as required and, in such circumstances, the date of the Primero
      Shareholder Meeting shall be postponed if and to the extent required by
      applicable Laws (and the Meeting Deadline shall, if necessary, be
      postponed to such date).




	2.5 	
      Final Order.



If (a) the Interim Order is obtained, and (b) the Arrangement
Resolution is passed at the Primero Shareholder Meeting as provided for in the
Interim Order and as required by applicable Laws, then, subject to the terms of
this Agreement, Primero shall diligently pursue and take all steps necessary or
desirable to have the hearing before the Court of the application for the Final
Order pursuant to the Business Corporations Act held as soon as reasonably
practicable and, in any event, within three Business Days following the approval
of the Arrangement Resolution at the Primero Shareholder Meeting. 

	2.6 	
      Court Proceedings.



Subject to the terms of this Agreement, First Majestic will
cooperate with and assist Primero in seeking the Interim Order and the Final
Order, including by providing Primero on a timely basis any information required
to be supplied by First Majestic in connection therewith. Primero will provide
legal counsel to First Majestic with reasonable opportunity to review and
comment upon drafts of all material to be filed with the Court in connection
with the Arrangement, and will give reasonable consideration to all such comments. Subject to
applicable Laws, Primero will not file any material with the Court in connection
with the Arrangement or serve any such material, and will not agree to modify or
amend materials so filed or served, except as contemplated by this Section 2.6
or with First Majestics prior written consent, such consent not to be
unreasonably withheld, conditioned or delayed; provided, however, that nothing
herein shall require First Majestic to agree or consent to any increase in
consideration or other modification or amendment to such filed or served
materials that expands or increases First Majestics obligations set forth in any
such filed or served materials or under this Agreement or the Arrangement.
Primero shall also provide to First Majestics legal counsel on a timely basis
copies of any notice of appearance or other Court documents served on Primero in
respect of the application for the Interim Order or the Final Order or any
appeal therefrom and of any notice, whether written or oral, received by Primero
indicating any intention to oppose the granting of the Interim Order or the
Final Order or to appeal the Interim Order or the Final Order. Primero will
ensure that all materials filed with the Court in connection with the
Arrangement are consistent in all material respects with the terms of this
Agreement and the Plan of Arrangement. In addition, Primero will not object to
legal counsel to First Majestic making such submissions on the hearing of the
motion for the Interim Order and the application for the Final Order as such
counsel considers appropriate; provided, however, that Primero is advised of the
nature of any submissions prior to the hearing and such submissions are
consistent with this Agreement and the Plan of Arrangement. Primero will also
oppose any proposal from any party that the Final Order contain any provision
inconsistent with this Agreement, and, if at any time after the issuance of the
Final Order and prior to the Effective Date, Primero is required by the terms of
the Final Order or by Law to return to Court with respect to the Final Order, it
shall do so after notice to, and in consultation and cooperation with, First
Majestic. 




- 23-

	2.7 	
      Lists of Securityholders.



At the reasonable request of First Majestic from time to time,
Primero shall provide First Majestic with lists (in both written and electronic
form) of (a) the names and addresses of all registered Primero Shareholders,
together with their respective holdings of Primero Shares, (b) the names and
addresses and holdings of all Persons having rights issued by Primero to acquire
Primero Shares (including holders of Primero Convertible Securities), (c) the
names of all participants and book based nominee registrants such as CDS &
Co., CEDE & Co. and DTC, together with their respective holdings of Primero
Shares and Primero Debentures, and (d) the names of all non-objecting beneficial
owners of Primero Shares and Primero Debentures, together with their addresses
and respective holdings of Primero Shares and Primero Debentures. Primero shall
from time to time require that its registrar and transfer agent furnish First
Majestic with such additional information, including updated or additional lists
of Primero Shareholders and holders of Primero Convertible Securities and lists
of holdings and other assistance as First Majestic may reasonably request,
solely for the purpose of communicating with respect to the Arrangement with the
Primero Shareholders and holders of Primero Convertible Securities. 

	2.8 	
      Announcement and Shareholder
  Communications.



First Majestic and Primero shall each publicly announce the
transactions contemplated hereby promptly following the execution of this
Agreement, the text and timing of each Partys announcement to be approved by the
other Party in advance, acting reasonably. First Majestic and Primero agree to co-operate in the preparation of
presentations, if any, to the Primero Shareholders and Primero Debentureholders
regarding the transactions contemplated by this Agreement and no Party shall
issue any press release or otherwise make public announcements with respect to
this Agreement, the Arrangement or any Acquisition Proposal without the consent
of the other Party (which consent shall not be unreasonably withheld,
conditioned or delayed), provided, however, that the foregoing shall be subject
to each Partys overriding obligation to make any disclosure required under
applicable Laws, and the Party making such disclosure shall use all commercially
reasonable efforts to give prior oral or written notice to the other Party and a
reasonable opportunity to review or comment on the disclosure, and if prior
notice is not possible, to give such notice immediately following the making of
such disclosure. 




- 24-

	2.9 	
      Payment of
Consideration.



Following receipt by Primero of the Final Order, First Majestic
will deposit in escrow with the Depositary sufficient First Majestic Shares to
satisfy the aggregate Consideration payable by First Majestic pursuant to the
Plan of Arrangement (other than payment to any Primero Shareholder exercising
Dissent Rights and who has not withdrawn its notice of objection). 

	2.10 	
      United States Securities Law
  Matters.



The Parties agree that the Arrangement will be carried out with
the intention that, assuming the Final Order is granted by the Court, all
Consideration Shares and Replacement Options issued under the Arrangement to the
holders of Primero Shares and Primero Options, as the case may be, will be
issued by First Majestic in reliance on the Section 3(a)(10) Exemption.

	2.11 	
      Effective Date Matters.



The Effective Date shall be the date the Final Order is
deposited at the registered office of Primero, which shall be (a) the date that
is the earlier of: (i) the date that is three Business Days after the
satisfaction or waiver (subject to applicable Laws) of the conditions set forth
in Article 5 (other than the delivery of items to be delivered on the Effective
Date and the satisfaction of those conditions that, by their terms, cannot be
satisfied until immediately prior to the Effective Date); and (ii) the date that
is the day prior to the Outside Date; provided that the conditions set forth in
Article 5 have been satisfied or waived as of such date; or (b) such date as
mutually agreed in writing by the Parties. Subject to the satisfaction or waiver
(subject to applicable Laws) of the conditions (excluding conditions that, by
their terms, cannot be satisfied until the Effective Time, but subject to the
satisfaction or, where permitted, waiver of those conditions as of the Effective
Time) set forth in Article 5, the Arrangement will, from and after the Effective
Time, have all of the effects provided under applicable Laws. 

ARTICLE 3
REPRESENTATIONS AND WARRANTIES 

Except as disclosed in the Primero Disclosure Letter or the
Primero Informa

	3.1 	Representations and Warranties of
      Primero.



tion Record as of the date hereof, Primero hereby represents and
  warrants to, and in favour of, First Majestic as follows and acknowledges that First Majestic is relying on such
  representations and warranties in connection with the transactions herein
contemplated: 




- 25-

	3.1.1 	
      Incorporation and Organization. Primero and
      each of the Primero Subsidiaries is a corporation duly incorporated under
      the laws of its respective jurisdiction of incorporation, is validly
      subsisting, has full corporate and legal power and authority to own, lease
      and operate the properties currently owned, leased and operated by it and
      to conduct its business as currently conducted and is in good standing
      with respect to the filing of annual returns or the equivalent. Primero
      and each of the Primero Subsidiaries is duly qualified or licensed to do
      business and is in good standing as a foreign corporation or organization
      authorized to do business in all jurisdictions in which the character of
      the properties owned, leased or operated or the nature of the business
      conducted by it would make such qualification or licensing necessary. True
      and complete copies of the constating documents of Primero have been
      provided to First Majestic and no amendments to such constating documents
      have been authorized which have not been provided to First
  Majestic.

	 	 
	3.1.2 	
      Capitalization.




	 	(a) 	
      The authorized capital of Primero consists of an
      unlimited number of Primero Shares and an unlimited number of preferred
      shares, of which, as of the date hereof, 193,045,822 Primero Shares are
      issued and outstanding and no preferred shares are issued and outstanding.
      As of the date hereof, there were outstanding: (i) 6,811,316 Primero
      Options; (ii) 11,011,250 Primero Warrants; (iii) 5,257,248 Primero PSUs;
      and (iv) 315,790 Primero DSUs. All outstanding Primero Shares have been
      duly authorized and are validly issued, are fully paid and non-assessable
      and were issued in compliance with the constating documents of Primero and
      all applicable Laws. There are, and have been, no preemptive rights
      relating to the allotment or issuance of any of the issued and outstanding
      Primero Shares. As of the date hereof, no Person other than First Majestic
      under this Agreement, or holders of any Primero Convertible Securities,
      have any other agreement, option, commitment, arrangement, or any other
      right or privilege (whether by law, pre-emptive or contractual) capable of
      becoming an agreement, option or commitment (including any such right or
      privilege under convertible securities, warrants or convertible
      obligations of any nature) for the purchase, subscription, allotment or
      issuance of, or conversion into, any of the unissued shares or any other
      securities of Primero.

	 	 	 
	 	(b) 	
      Primero has not, since December 31, 2014, declared or
      paid any dividends or made any other distributions (in either case, in
      stock or property) on any of its shares.




	3.1.3 	
      Authority and No
Violation.




	 	(a) 	
      Primero has all requisite corporate power and authority
      to enter into this Agreement and the documents required to be executed by
      it in connection with the transactions contemplated herein, to perform its
obligations hereunder and, subject to obtaining the Primero Shareholder
Approval, the Interim Order and the Final Order as contemplated by Article 2, to
consummate the Arrangement and the other transactions contemplated by this
Agreement. The execution and delivery of this Agreement and such other documents
by Primero and the consummation by Primero of the transactions contemplated by
this Agreement (including the Arrangement) and such other documents have been
duly authorized by the Primero Board and no other corporate proceedings on the
part of Primero or any Primero Subsidiary are necessary to authorize this
Agreement or the transactions contemplated hereby, other than with respect to
the completion of the Arrangement, the approval of the Arrangement Resolution by
the Primero Shareholders and such other corporate proceedings of Primero as may
be required by the Interim Order. 







- 26-

	 	(b) 	
      This Agreement has been duly executed and delivered by
      Primero and constitutes a legal, valid and binding obligation, enforceable
      against it in accordance with its terms, subject to bankruptcy, insolvency
      and other similar Laws affecting creditors rights generally, and the
      discretion that a court may exercise in the granting of equitable remedies
      such as specific performance and injunction. All documents required to be
      executed by Primero in connection with the transactions contemplated
      herein will be duly executed and delivered by Primero and, when so
      executed and delivered, will constitute a legal, valid and binding
      obligation, enforceable against it in accordance with its terms, subject
      to bankruptcy, insolvency and other similar Laws affecting creditors
      rights generally, and the discretion that a court may exercise in the
      granting of equitable remedies such as specific performance and
      injunction.

	 	 	
       

	 	(c) 	
      The approval of this Agreement and the other documents
      required to be executed by Primero in connection with the transactions
      contemplated herein, the execution and delivery by Primero of this
      Agreement and such other documents, and the performance by Primero of its
      obligations hereunder and the completion of the Arrangement and the
      transactions contemplated thereby, will not:




	 	(i) 	
      conflict with, result in a violation or breach of,
      constitute a default or require any consent (other than such as has
      already been obtained), to be obtained under, or give rise to any
      termination rights or payment obligation under, any provision
  of:




	 	(A) 	
      its notice of articles or articles or any other agreement
      or understanding with any party holding an ownership interest in
      Primero;

	 	 	 
	 	(B) 	
      any resolutions of the Primero Board (or any committee
      thereof) or shareholders;







- 27- 

	 	(C) 	
      any applicable Laws, subject to obtaining the Antitrust
      Clearance and any required approval of the TSX to the transactions
      contemplated herein; or

	 	 	
       

	 	(D) 	
      subject to obtaining any consent, approval, permit or
      acknowledgement which may be required thereunder in connection with the
      completion of the transactions herein contemplated, details of which are
      set forth in Schedule 3.1.3 of the Primero Disclosure Letter, any Primero
      Material Agreement;




	 	(ii) 	
      except as would not, individually or in the aggregate,
      have a Material Adverse Effect on Primero, result in the imposition of any
      Encumbrance upon any of its assets or the assets of any of the Primero
      Subsidiaries, or restrict, hinder, impair or limit its ability to carry on
      its business as and where it is now being carried on or as and where it
      may be carried on in the future.




	 	(d) 	
      No consent, approval, order, registration, notice,
      declaration or filing with, any Governmental Entity is required to be
      obtained by Primero or any Primero Subsidiary in connection with the
      execution and delivery of this Agreement or any of the other documents
      contemplated hereby, or the consummation by Primero of the transactions
      contemplated hereby or thereby, other than:




	 	(i) 	
      any approvals required by the Interim Order;

	 	 	 
	 	(ii) 	
      the Final Order;

	 	 	 
	 	(iii) 	
      the Antitrust Clearance;

	 	 	 
	 	(iv) 	
      any required approval of the TSX to the transactions
      contemplated herein; and

	 	 	 
	 	(v) 	
      any other consents, approvals, orders, authorizations,
      declarations or filings of or with a Governmental Entity which are purely
      of an administrative nature and which could be completed or obtained
      without Material Adverse Effect on Primero or the Business immediately
      after the Effective Date or which, if not obtained, would not in the
      aggregate have a Material Adverse Effect on
Primero.




	3.1.4 	
      Ownership of Primero Subsidiaries. Other than (a)
      one share in the capital of each of PEM, Primero Compaia Minera, S.A. de
      C.V., and Primero Servicios Mineros, S.A. de C.V., which is held by Martin
      Aguilar Villaseor as nominee in trust for Primero, and (b) 219,375 Class
      I-F Series “A shares and 1,974,375 Class I-V Series “A shares in the
      capital of Primero Transportes Aereos, S.A. de C.V. which are held by
      Cuauhtemoc Federico Simental Loera as nominee in trust for Primero, either
      Primero or one or more of the Primero Subsidiaries is the sole beneficial
      and registered owner of all of the issued and outstanding shares in the
      capital of each of the Primero Subsidiaries with good and marketable title
      thereto,free and clear of all Encumbrances other than Permitted
Encumbrances. No Person has any other agreement, option, commitment,
arrangement, or any other right or privilege (whether by law, pre-emptive or
contractual) capable of becoming an agreement, option or commitment (including
any such right or privilege under convertible securities, warrants or
convertible obligations of any nature) for the purchase, subscription, allotment
or issuance of, or conversion into, any of the issued or unissued shares or any
other securities of any Primero Subsidiary. Other than the Primero Subsidiaries,
Primero does not have any subsidiaries.







- 28-

	3.1.5 	
      No Other Shares. Other than the shares which
      Primero owns in the Primero Subsidiaries or which any Primero Subsidiary
      owns in another Primero Subsidiary and as disclosed in the Financial
      Statements, neither Primero nor any of the Primero Subsidiaries owns,
      beneficially, any shares in the capital of any corporation, and neither
      Primero nor any of the Primero Subsidiaries holds any securities or
      obligations of any kind convertible into or exchangeable for shares in the
      capital of any corporation. Neither Primero nor any of the Primero
      Subsidiaries is a party to any agreement to acquire any shares in the
      capital of any corporation.

	 	 
	3.1.6 	
      Reporting Issuer; Public
Documents.




	 	(a) 	
      Primero is a reporting issuer in all of the provinces of
      Canada and is not on the list of reporting issuers in default under
      applicable securities Laws.

	 	 	
       

	 	(b) 	
      Primero (i) is a “foreign private issuer as defined in
      Rule 405 under the U.S. Securities Act, and (ii) is not registered or
      required to register as an investment company under the U.S. Investment
      Company Act.

	 	 	
       

	 	(c) 	
      The Primero Shares are registered pursuant to Section
      12(g) of the U.S. Exchange Act, Primero is subject to the reporting
      requirements of Section 13(a) or 15(d) of the U.S. Exchange Act and
      Primero is not in default in any material respect with its obligations
      under the U.S. Exchange Act. Since January 1, 2016, Primero has furnished
      or filed under the U.S. Exchange Act all documents and other information
      required to be so furnished or filed by Primero.

	 	 	
       

	 	(d) 	
      The Primero Shares are listed and posted for trading on
      the TSX and are not listed on any other market. Primero is in compliance
      in all material respects with the rules and policies of the TSX.

	 	 	
       

	 	(e) 	
      Primero is not subject to any cease trade or other order
      of the TSX or any Securities Authority, and, to the knowledge of Primero,
      no inquiry, review or investigation (formal or informal) or other
      proceedings involving Primero that may operate to prevent or restrict
      trading of any securities of Primero are currently in progress or pending
      before the TSX or any Securities Authority.

	 	 	
       

	 	(f) 	
      Primero has filed all documents required to be filed by
      it in accordance with applicable securities Laws and the rules and
      policies of the TSX. The Primero Information Record includes a true and complete copy of all
forms, reports, statements, certifications, and other documents required to be
filed by Primero. Such forms, reports, statements, certifications, and other
documents, at the time filed or, if amended, as of the date of such amendment:
(i) did not contain any misrepresentation; and (ii) complied in all material
respects with the requirements of applicable Securities Laws except where such
non-compliance has not had or would not reasonably be expected to have a
Material Adverse Effect on Primero. Primero has not filed any confidential
material change or other report or other document with any Securities
Authorities, the TSX or other self-regulatory authority which at the date hereof
remains confidential. None of the Primero Subsidiaries are required to file any
reports or other documents with any of the Securities Authorities or the TSX.







- 29-

	 	(g) 	
      There is and has been no failure on the part of Primero
      or any of its directors or officers, in their capacities as such, to
      comply with any provision of the United States Sarbanes-Oxley Act of 2002,
      as amended, and the rules and regulations promulgated in connection
      therewith, including, without limitation, Section 402 thereof related to
      loans and Sections 302 and 906 thereof related to
  certifications.





	3.1.7 	
      Financial Matters.




	 	(a) 	
      The Financial Statements of Primero have been, and all
      financial statements of Primero which are publicly disseminated by Primero
      in respect of any subsequent periods prior to the Effective Date will be,
      prepared in accordance with IFRS, applied on a basis consistent with prior
      periods and all applicable Laws and present fairly or will present fairly,
      in all material respects:




	 	(i) 	
      all the assets, liabilities (whether accrued, absolute,
      contingent or otherwise) and the financial condition of Primero and the
      Primero Subsidiaries, on a consolidated basis as at the respective dates
      thereof; and

	 	 	
       

	 	(ii) 	
      the revenues, earnings, results of operations and cash
      flows of Primero and the Primero Subsidiaries, on a consolidated basis for
      the respective periods covered thereby.




	 	(b) 	
      To the knowledge of Primero as of the date of this
      Agreement:




	 	(i) 	
      there are no material weaknesses in the design and
      implementation or maintenance of internal control over financial reporting
      of Primero that are reasonably likely to adversely affect the ability of
      Primero to record, process, summarize and report financial
    information;

	 	 	
       

	 	(ii) 	
      there is no fraud, whether or not material, that involves
      management or other employees who have a significant role in the internal
      control over financial reporting of Primero; and

	 	 	
       

	 	(iii) 	
      Primeros system of internal control over financial
      reporting is sufficient to (i) maintain records in reasonable detail in
      order to accurately and fairly reflect the transactions and dispositions of the assets of
Primero and the Primero Subsidiaries; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit the preparation of financial
statements in accordance with IFRS, and that receipts and expenditures of
Primero and the Primero Subsidiaries are made only with the authorization of
management and directors of Primero and the Primero Subsidiaries, as applicable;
and (iii) provide reasonable assurance regarding the prevention or timely
detection of unauthorized acquisition, use or disposition of the assets of
Primero or the Primero Subsidiaries that could have a material effect of
Primeros financial statements.







- 30-

	 	(c) 	
      Since December 31, 2016, neither Primero nor any of the
      Primero Subsidiaries nor, to Primeros knowledge, any director, officer,
      employee, auditor, accountant or representative of Primero or any of the
      Primero Subsidiaries has received or otherwise had or obtained knowledge
      of any complaint, allegation, assertion, or claim, whether written or
      oral, regarding the accounting practices, procedures, methodologies or
      methods of Primero or any of the Primero Subsidiaries or their respective
      internal accounting controls, including any complaint, allegation,
      assertion, or claim that Primero or any of the Primero Subsidiaries has
      engaged in questionable accounting practices.

	 	 	
       

	 	(d) 	
      Primero has no knowledge of any material adjustments,
      potential liabilities or obligations, which individually or in the
      aggregate have not been reflected in its Annual Financial Statements,
      other than liabilities, indebtedness and obligations incurred by Primero
      and/or the Primero Subsidiaries in the ordinary course of business, or as
      contemplated in this Agreement.

	 	 	
       

	 	(e) 	
      Primero maintains a system of disclosure controls and
      procedures (as such term is defined in NI 52-109 to provide reasonable
      assurance that (i) material information relating to Primero is made known
      to Primeros management, including its chief financial officer and chief
      executive officer, particularly during the periods in which Primeros
      interim filings and annual filings (as such terms are defined in NI
      52-109) are being prepared; and (ii) information required to be disclosed
      by Primero in its annual filings, interim filings or other reports filed
      or submitted by it under applicable securities Laws are recorded,
      processed, summarized and reported within the time periods specified in
      applicable securities Laws.

	 	 	
       

	 	(f) 	
      Primero maintains disclosure controls and procedures (as
      such term is defined in Rule 13a-15(e) under the U.S. Exchange Act) to
      ensure that material information required to be disclosed by Primero in
      the reports that it files or submits under the U.S. Exchange Act is
      recorded, processed, summarized and reported within the time periods
      specified in the SECs rules and forms and is accumulated and communicated
      to Primeros management as appropriate to allow timely decisions regarding
      required disclosure, and (B) has disclosed, based on its most recent
      evaluation of such disclosure controls and procedures prior to the date
      hereof, to Primeros auditors and the audit committee of the Primero Board
      (1) any significant deficiencies and material weaknesses in the design or
      operation of internal controls over financial reporting that are reasonably
likely to adversely affect in any material respect ability to record, process,
summarize and report financial information and (2) any fraud, whether or not
material, that involves management or other employees who have a significant
role in Primeros internal controls over financial reporting. 







- 31-

	 	(g) 	
      Primero maintains a system of internal control over
      financial reporting (as such term is defined in Rule 13a-15(f) under the
      U.S. Exchange Act) sufficient to provide reasonable assurances regarding
      the reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with IFRS. Based upon the
      most recent evaluation by Primeros management, such internal control over
      financial reporting is effective, and since the date of such evaluation
      nothing has come to the attention of Primero to lead it to believe that
      such internal control over financial reporting is no longer effective.
      Primero maintains internal controls over financial reporting (as such term
      is defined in NI 52-109). To the knowledge of Primero, such internal
      controls over financial reporting are effective in providing reasonable
      assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance
      with IFRS.

	 	 	
      

	 	(h) 	
      Since December 31, 2016, there has been no change in
      Primeros internal control over financial reporting that has materially
      affected or is reasonably likely to materially affect, Primeros internal
      control over financial reporting.

	 	 	
      

	 	(i) 	
      Schedule 3.1.7 of the Primero Disclosure Letter sets
      forth a complete and accurate list of all intercompany indebtedness
      between and among Primero and the Primero Subsidiaries. Copies of all
      agreements evidencing such indebtedness have been provided to First
      Majestic or its Representatives. There are no outstanding loans made by
      Primero to any director or officer of Primero.




	3.1.8 	
      Business Carried on in Ordinary Course. The
      Business has been carried on in the ordinary course since December 31,
      2016 and since such date:




	 	(a) 	
      there has not been any event, occurrence, development or
      state of circumstances or facts which has had or is reasonably likely to
      give rise to a Material Adverse Effect with respect to Primero that has
      not been disclosed in the Financial Statements;

	 	 	
       

	 	(b) 	
      there has not been any material write down by Primero of
      any assets of Primero except as disclosed in the Financial
    Statements;

	 	 	
       

	 	(c) 	
      Primero has not suffered any material casualty and there
      has been no damage, destruction or loss of any material tangible assets,
      whether covered by insurance or not, that could reasonably be expected to
      have a Material Adverse Effect on Primero;

	 	 	
       

	 	(d) 	
      there has not been any redemption, repurchase or other
      acquisition of Primero Shares by Primero, or any declaration, setting
      aside or payment of any dividend or other distribution (whether in cash, shares or property) with
respect to the Primero Shares; 







- 32-

	 	(e) 	
      there has not been a material change in the level of
      accounts receivable or payable, inventories or employees, other than those
      changes in the ordinary course of business consistent with past
      practice;

	 	 	
       

	 	(f) 	
      neither Primero nor any Primero Subsidiary has acquired
      or sold, pledged, leased, encumbered or otherwise disposed of any material
      property or assets, except (i) pursuant to the Black Fox Sale and the
      Cerro del Gallo Sale, or (ii) incurred or committed to incur any capital
      expenditure in excess of $250,000, as of the date hereof, or (iii)
      substantially in compliance with the Primero Budget;

	 	 	
       

	 	(g) 	
      except pursuant to the Black Fox Sale and the Cerro del
      Gallo Sale, there has not been any acquisition or sale, lease, license,
      expiry or other disposition by Primero or any of the Primero Subsidiaries
      of any material interest in any Mineral Rights;

	 	 	
       

	 	(h) 	
      there has not been any satisfaction or settlement of any
      material claim, liability or obligation of Primero;

	 	 	
       

	 	(i) 	
      neither Primero nor any Primero Subsidiary has made any
      change in accounting policies, principles, methods, practices or
      procedures (including for bad debts, contingent liabilities or
      otherwise);

	 	 	
       

	 	(j) 	
      there has been no waiver by Primero or any Primero
      Subsidiary or agreement to waive, any right of substantial value and
      neither Primero nor any Primero Subsidiary has entered into any commitment
      or transaction not in the ordinary course of business where such right,
      commitment or transaction is or would be material in relation to Primero
      or the Business; and

	 	 	
       

	 	(k) 	
      neither Primero nor any Primero Subsidiary has agreed,
      announced, resolved or committed to do any of the
  foregoing.




	3.1.9 	
      Partnerships or Joint Ventures. Neither Primero
      nor any Primero Subsidiary is a partner or participant in any partnership,
      joint venture, profit-sharing arrangement or other business combination of
      any kind and is not party to any agreement under which it agrees to carry
      on any part of its Business or any other activity in such manner or by
      which it agrees to share any revenue or profit with any other
    Person.

	 	 
	3.1.10 	
      Marketing of Production.




	 	(a) 	
      Except pursuant to sales under the External Stream
      Agreement, since (and including) December 31, 2016, all sales of silver
      and other mineral products by Primero or any of the Primero Subsidiaries
      have been made on (and only on) the following
basis:




	 	(i) 	
      all such sales were spot sales to arms length third party
      purchasers;







- 33- 

	 	(ii) 	
      all such sales require or required payment by purchasers
      in United States dollars no later than 30 days from the date of
      delivery;

	 	 	
       

	 	(iii) 	
      all such sales otherwise were on terms based on, and
      consistent with, good international industry practice; and

	 	 	
       

	 	(iv) 	
      Primero and the Primero Subsidiaries have received or are
      entitled to receive the full sale price from the third party purchasers of
      such mineral products without any payment to or deduction in favour of any
      Person, and no purchaser has defaulted in any payment due in respect of
      any such sales;



and since (and including) December 31,
2016, other than the External Stream Agreement, none of Primero or any of the
Primero Subsidiaries is or was a party to or bound by, or incurred an obligation
or liability under or in respect of, any agreement or arrangement that is in
substance an interest rate, currency or commodity swap or any other rate fixing
agreement for a financial transaction or any call arrangement of any sort or any
forward sale agreement for commodities or any other commodities hedging or
speculation arrangement or off take or royalty agreement with respect to any
commodities extracted from the Primero Mineral Rights. 

	 	(b) 	
      None of Primero or any of the Primero Subsidiaries is
      obligated under any prepayment contract or other prepayment arrangement
      other than the External Stream Agreement to deliver mineral products at
      some future time without then receiving full payment
  therefor.




	3.1.11 	
      Minute Books and Corporate Records. Other than
      minutes that are being prepared in the ordinary course or in connection
      with the transactions contemplated herein, the minute and record books of
      Primero and each of the Primero Subsidiaries contain complete and accurate
      minutes in all material respects of all meetings of, and copies of all
      resolutions passed by, or consented to in writing by, its directors (and
      any committees thereof) and shareholders since its incorporation, all such
      meetings were duly called and held and all such resolutions were duly
      passed or enacted. Neither Primero nor any Primero Subsidiary is a party
      to or bound by or subject to any shareholder agreement or unanimous
      shareholder agreement governing its affairs or the relationships, rights
      and duties of shareholders and is not subject to a shareholder rights plan
      or “poison pill or similar plan.

	 	 
	3.1.12 	
      Accuracy of Books and Records. The financial books
      and records of Primero and each of the Primero Subsidiaries fairly and
      correctly set out and disclose in all material respects, in accordance
      with IFRS, if required, its financial position as at the date hereof and
      all material financial transactions have been accurately recorded in such
      books and records on a consistent basis and in conformity with IFRS, if
      required. All material records, systems, controls, data or information
      (including any digital, electronic, mechanical, photographic or other
      technological process or device whether computerized or not) required to
operate the Business are in the full possession and control of and are owned
exclusively by Primero or the Primero Subsidiaries. 







- 34-

	3.1.13 	
      Guarantees. Neither Primero nor any Primero
      Subsidiary is a party to or bound by or subject to any Guarantee of the
      indebtedness of any other Person.

	 	 
	3.1.14 	
      Interested Persons.




	 	(a) 	
      To the knowledge of Primero and any Primero Subsidiary,
      since December 31, 2016, no payment has been made or authorized by Primero
      or any Primero Subsidiary to or for the benefit of any Person who was at
      the applicable time an Interested Person, except Employee Benefits,
      management or other fees payable in the ordinary course of business and at
      the regular rates or as reimbursement of expenses incurred on behalf of
      Primero or any Primero Subsidiary.

	 	 	
       

	 	(b) 	
      To the knowledge of Primero and any Primero Subsidiary,
      neither Primero nor any Primero Subsidiary is a party to or bound by or
      subject to any agreement, contract or commitment with any Interested
      Person, except for contracts relating to employment or severance or
      contracts of service with independent contractors.

	 	 	
       

	 	(c) 	
      Neither Primero nor any Primero Subsidiary has any loan
      or indebtedness outstanding (except for obligations incurred in the
      ordinary course of business with respect to wages, salary, bonuses or
      other employment compensation, vacation pay, Employee Benefits, management
      or other fees and the reimbursement of expenses incurred on behalf of
      Primero or such Primero Subsidiary) to any Interested Person.

	 	 	
       

	 	(d) 	
      To the knowledge of Primero and any Primero Subsidiary,
      no Interested Person owns, directly or indirectly, in whole or in part,
      any property used in the operation of the Business as heretofore carried
      on.

	 	 	
       

	 	(e) 	
      To the knowledge of Primero, no Interested Person has any
      cause of action or other claim whatsoever against, or owes any amount to,
      Primero or any Primero Subsidiary, except for (i) any claims in the
      ordinary course of business such as claims for salary, accrued vacation
      pay and accrued Employee Benefits, and (ii) claims for retention payments
      owing in respect of the transactions contemplated herein, details of which
      are listed in Schedule 3.1.15 of the Primero Disclosure
  Letter.




	3.1.15 	
      Real Property. Except for the property set forth
      in Schedule 3.1.15 of the Primero Disclosure Letter (the “Primero Real
      Property) and except for the Leases, neither Primero nor any Primero
      Subsidiary owns, has any freehold interest in, or is a party to or bound
      by or subject to any agreement, contract, commitment, or option to
      purchase, any freehold interest in real or immovable property. Title to
      the Primero Real Property is good and marketable, free and clear of all
      Encumbrances (other than Permitted Encumbrances). To the knowledge of
      Primero, the operation and maintenance by Primero and
the Primero Subsidiaries of the Primero Real Property is in
material compliance with any restrictive covenants registered or recorded
against title to the Primero Real Property and does not materially encroach on
any property owned by others. To the extent payable by Primero or any Primero
Subsidiary, all payments have been made in respect of (i) local, state and/or
federal taxes with respect to the Primero Real Property; and (ii) the use of
water and electricity with respect to the Primero Real Property, in each case,
to the extent due and owing. 







- 35-

	3.1.16 	
      Mineral Rights.




	 	(a) 	
      All of Primeros and the Primero Subsidiaries Mineral
      Rights (collectively, the “Primero Mineral Rights), are set out in
      Schedule 3.1.16 of the Primero Disclosure Letter. Other than the Primero
      Mineral Rights set out in the Primero Disclosure Letter, none of Primero
      and the Primero Subsidiaries, owns or has any interest in any Mineral
      Rights.

	 	 	
       

	 	(b) 	
      Primero and the Primero Subsidiaries are collectively the
      sole legal and beneficial owner of all right, title and interest to the
      Primero Mineral Rights, free and clear of any Encumbrances other than
      Permitted Encumbrances.

	 	 	
       

	 	(c) 	
      Primero and each of the Primero Subsidiaries has
      conducted and is conducting its respective Business and has operated and
      maintained the Primero Mineral Rights in accordance with good mining
      industry practices and in compliance with applicable Laws.

	 	 	
       

	 	(d) 	
      All of the Primero Mineral Rights are valid and
      subsisting and, to the knowledge of the Primero, have been properly
      located and recorded in material compliance with applicable
Laws.

	 	 	
       

	 	(e) 	
      The Primero Mineral Rights are in good standing under
      applicable Laws and, to the knowledge of Primero, all work required to be
      performed and filed in respect thereof as of the date hereof has been
      performed and filed, all Taxes, royalties, rentals, fees, expenditures and
      other payments in respect thereof that are due and owing prior to the date
      hereof have been paid, including in respect of royalty obligations in
      favour of Governmental Authorities or incurred and all filings in respect
      thereof that were required to be made prior to the date hereof have been
      made.

	 	 	
       

	 	(f) 	
      Neither Primero nor any of the Primero Subsidiaries has
      elected or refused to participate in any exploration, development or other
      operations with respect to the Primero Real Property or the Primero
      Mineral Rights which has or may give rise to any penalties, forfeitures or
      reduction of its interest by virtue of any conversion or other alteration
      occurring under the title and operating documents which govern the Primero
      Mineral Rights.

	 	 	
       

	 	(g) 	
      Primero has not received written notice of and is not
      otherwise aware of any material adverse claim against or challenge to the
      title to or ownership of the Primero Real Property or the Primero Mineral
      Rights. To the knowledge of Primero, there are no defects, failures or impairments in the
title of Primero or the Primero Subsidiaries to any of the Primero Real Property
or the Primero Mineral Rights whether or not an action, suit, proceeding or
inquiry is pending or threatened and whether or not discovered by any third
party, which in aggregate could have a Material Adverse Effect in respect of
Primero. 







- 36-

	 	(h) 	
      There are no back-in rights, earn-in rights, farm-in
      rights, streaming arrangements, purchase options, rights of first refusal
      or similar provisions or rights or any agency marketing fees, volume or
      production based payments or any other arrangements or payments (actual or
      contingent) which would affect or entitle any Person to receive any
      payment in connection with Primeros or any of the Primero Subsidiaries
      interest in the Primero Real Property or any of the Primero Mineral Rights
      or the production or sale of minerals therefrom.

	 	 	
       

	 	(i) 	
      There are no material restrictions on the ability of
      Primero or any of the Primero Subsidiaries to use, transfer or exploit the
      Primero Real Property or any of the Primero Mineral Rights, except
      pursuant to applicable Laws or as set out in any of the Permitted
      Encumbrances.

	 	 	
       

	 	(j) 	
      Primero and each of the Primero Subsidiaries has, in all
      material respects, duly and timely satisfied all of the material
      obligations required to be satisfied, performed and observed by it under,
      and there exists no material default or event of default or event,
      occurrence, condition or act which, with the giving of notice, the lapse
      of time or the happening of any other event or condition, would become a
      material default or event of default by Primero or any Primero Subsidiary
      under, any material agreement pertaining to the Primero Mineral Rights or
      the Primero Real Property.

	 	 	
       

	 	(k) 	
      Subject to the rights, covenants, conditions and
      stipulations in the title documents or any other material agreement
      pertaining to the Primero Mineral Rights, Primero and each of the Primero
      Subsidiaries may enter into and upon, hold and enjoy its Primero Mineral
      Rights for the remainder of their respective terms and all renewals or
      extensions thereof for its own use and benefit without any lawful
      interruption of or by any other Person.

	 	 	
       

	 	(l) 	
      Primero and the Primero Subsidiaries own, or are entitled
      to use, all surface rights (including fee simple estates, leases,
      easements, rights of way and permits or licenses from landowners, Ejidos
      or Governmental Entities permitting the use of land by Primero and the
      Primero Subsidiaries, or other interests) that are required to exploit the
      development potential of the Primero Mineral Rights based on current
      operations, and there are no federally protected ecological areas or any
      sacred, indigenous or religious bans or limitations affecting such rights
      which would materially and adversely impair Primero or the Primero
      Subsidiaries use of such rights in connection with the Business as
      currently conducted.

	 	 	
       

	 	(m) 	
      Neither Primero nor any of the Primero Subsidiaries has
      received any notice, whether written or oral, from any Governmental Entity
      of any revocation or intention to revoke any interest of Primero or a Primero
Subsidiary in any of the Primero Mineral Rights. 







- 37-

	 	(n) 	
      All mines located in or on the lands of Primero or any of
      the Primero Subsidiaries, or lands pooled or unitized therewith, which
      have been abandoned by Primero or any of the Primero Subsidiaries, have
      been abandoned in accordance with good mining practices and in material
      compliance with all applicable Laws, and all future abandonment,
      remediation and reclamation obligations known to Primero as of the date
      hereof have been accurately set forth in the Primero Information Record
      without omission of information necessary to make the disclosure not
      misleading.

	 	 	 
	 	(o) 	
      Primero has provided First Majestic with access to full
      and complete copies of all material exploration information and data
      within its possession or control including, without limitation, all
      geological, geophysical and geochemical information and data (including
      all drill, sample and assay results and all maps) and all technical
      reports, feasibility studies and other similar reports and studies
      concerning the Primero Real Property or the Primero Mineral Rights, and
      Primero and the Primero Subsidiaries have the sole right, title and
      ownership of all such information, data, reports and
  studies.




	3.1.17 	
      Technical Reports; Mineral Reserves and
      Resources.




	 	(a) 	
      The San Dimas Mine (as described in the Primero
      Information Record) is the only material property of Primero for the
      purposes of NI 43-101.

	 	 	
       

	 	(b) 	
      The technical report prepared for Primero entitled “San
      Dimas Property, San Dimas District, Durango and Sinaloa States Mexico
      Technical Report dated April 18, 2014 (the “Primero Technical Report)
      was prepared in all material respects in accordance with sound mining,
      engineering, geoscience and other applicable industry standards and
      practices and applicable Laws, including the requirements of NI 43-101 at
      the time of filing thereof and reasonably presented the quantity of
      mineral reserves and resources attributable to the properties evaluated
      therein as at the date stated therein based upon information available at
      the time the reports were prepared. Primero does not have knowledge of a
      material adverse change in any production, cost, price, reserves or
      resources from the amounts set forth in the Primero Information
    Record.

	 	 	
       

	 	(c) 	
      Primero made available to the author of the Primero
      Technical Report, prior to the issuance thereof, for the purpose of
      preparing such report, all information requested by the author, and none
      of such information contained any misrepresentation at the time such
      information was so provided.

	 	 	
       

	 	(d) 	
      All of the material assumptions underlying the reserve
      and resource estimates in the Primero Technical Report at the time of
      filing thereof were reasonable and
appropriate.







- 38- 

	 	(e) 	
      Primero is in compliance in all material respects with
      the provisions of NI 43-101, has filed all technical reports required
      thereby, and there has been no material change of which Primero is aware
      that would change the amount of any mineral reserves and resources set out
      in the Primero Disclosure Record, other than depletion due to mining in
      the ordinary course. All information regarding the Primero Mineral Rights,
      including all drill results, technical reports and studies, that is
      required to be disclosed in accordance with applicable Laws, has been
      accurately and completely disclosed in the Primero Information Record on
      or before the date hereof.

	 	 	
       

	 	(f) 	
      Although Primero does not have knowledge of a material
      adverse change in any production, cost, price, reserves, resources or
      other relevant information, Primero has provided a summary of its 2017
      ordinary course activities associated with mineral reserves and mineral
      resources in the Primero Datasite Information.




	3.1.18 	
      Employment and Employee Benefit
  Matters.




	 	(a) 	
      As at December 31, 2017, Primero and the Primero
      Subsidiaries had an aggregate of 1305 full time and part time employees,
      and an aggregate of 410 independent contractors or other non-employees who
      supply their services under personal services contracts (whether written
      or oral). The position of each executive officer of Primero and each other
      Person who receives, directly or indirectly, in excess of $150,000 in
      annual compensation from Primero or any Primero Subsidiary is set forth
      and described in Schedule 3.1.18 of the Primero Disclosure
  Letter.

	 	 	
       

	 	(b) 	
      Neither Primero nor any Primero Subsidiary has any
      obligation to amend any Employee Benefit and no amendments will be made or
      promised prior to the Effective Date, except as required by applicable
      Laws.

	 	 	
       

	 	(c) 	
      All obligations of Primero and the Primero Subsidiaries
      as of December 31, 2016 with respect to Employee Benefits are reflected in
      and have been fully accrued in the Financial Statements of
  Primero.

	 	 	
       

	 	(d) 	
      Neither Primero nor any Primero Subsidiary is a party to
      or bound by or subject to any collective bargaining agreement or other
      similar arrangement with any labour union or employee association nor has
      it made any commitment to or conducted any negotiation or discussion with
      any labour union or employee association with respect to any future
      agreement or arrangement and, to the knowledge of Primero, there is no
      current application for certification or other attempt to organize or
      establish any labour union or employee association with respect to
      employees of Primero or any Primero Subsidiary.

	 	 	
       

	 	(e) 	
      Primero and each of the Primero Subsidiaries has, in all
      material respects, complied with, and operated its Business in accordance
      with, all applicable Laws relating to employment and labour matters,
      including employment and labour standards, occupational health and safety,
      employment equity, pay equity,workers compensation, human rights and labour relations matters
except for such non-compliance which individually or in the aggregate would not
be reasonably expected to have a Material Adverse Effect with respect to
Primero. 







- 39-

	 	(f) 	
      Neither Primero nor any of the Primero Subsidiaries is
      subject to any claim for wrongful dismissal, constructive dismissal or any
      other tort claim, actual or, to the knowledge of Primero, threatened, or
      any litigation actual, or to the knowledge of Primero, threatened,
      relating to employment or termination of employment of employees or
      independent contractors, except for such claims or litigation which
      individually or in the aggregate would not be reasonably expected to have
      a Material Adverse Effect with respect to Primero. To the knowledge of
      Primero, no labour strike, lock-out, slowdown or work stoppage is pending
      or threatened against or directly affecting Primero or any of the Primero
      Subsidiaries.

	 	 	
       

	 	(g) 	
      No Person will, as a result of the transactions
      contemplated hereby, become entitled to (A) any retirement, severance,
      bonus or other such payment, (B) the acceleration of the vesting or time
      to exercise of any outstanding Primero Convertible Securities or other
      Employee Benefits, (C) the forgiveness or postponement of payment of any
      indebtedness owing to Primero or any Primero Subsidiary, or (D) receive
      any additional payments or compensation under or in respect of any
      Employee Benefits.

	 	 	
       

	 	(h) 	
      All accruals for unpaid vacation pay, premiums for
      employment insurance, health premiums, Canada Pension Plan, accrued wages,
      salaries and commissions and other Employee Benefits have been reflected
      in the books and records of Primero and the Primero
Subsidiaries.

	 	 	
       

	 	(i) 	
      All material obligations and payments of Primero and each
      of the Primero Subsidiaries before a Governmental Entity including the
      Instituto Mexicano del Seguro Social (IMSS), Instituto del Fondo Nacional
      de la Vivienda para los Trabajadores (INFONAVIT) and Comisin Nacional del
      Sistema de Ahorro para el Retiro (CONSAR) are paid and up to
  date.




	3.1.19 	
      Pension and Retirement Plans. Neither Primero nor
      any Primero Subsidiary sponsors or participates in any Employee Benefit
      plan that is a pension or retirement plan, whether a money purchase plan
      or a defined benefit plan or otherwise.

	 	
       

	3.1.20 	
      Debt Instruments. Except for the Primero
      Debentures, neither Primero nor any Primero Subsidiary is bound by or
      subject to any Debt Instrument or any agreement, contract or commitment to
      create, assume or issue any Debt Instrument.

	 	
       

	3.1.21 	
      Leases and Leased
Property.




	 	(a) 	
      Neither Primero nor any Primero Subsidiary is a party to
      or bound by or subject to nor has Primero or any Primero Subsidiary agreed
      or become bound to enter into, any real or personal property lease or
      sublease or other right of occupancy relating to real property, whether as lessor or lessee, except for the
Leases described in Schedule 3.1.21 of the Primero Disclosure Letter, true and
complete copies of which have been provided to First Majestic prior to the date
hereof. Except as disclosed in the Leases, Primero or the Primero Subsidiaries,
as applicable, occupies and has the exclusive right to occupy and use all
immovable Leased Property and has the exclusive right to use all movable Leased
Property. 







- 40-

	 	(b) 	
      Each of the Leases is valid and subsisting and in good
      standing, all rental and other payments required to be paid by Primero or
      any Primero Subsidiary as lessee or sublessee and due and payable pursuant
      to the Leases have been duly paid to date and neither Primero nor any
      Primero Subsidiary is otherwise in default in any material resect of its
      obligations under any of the Leases. No event exists which, but for the
      passing of time or the giving of notice, or both, would constitute a
      default by Primero or any Primero Subsidiary or, to the knowledge of
      Primero, any other party to any Lease and neither Primero nor any Primero
      Subsidiary has received written notice from any other party to the Lease
      claiming any default by Primero or a Primero Subsidiary that remains
      outstanding or taking any action purportedly based upon any such
      default.




	3.1.22 	
      Insurance.




	 	(a) 	
      Primero has in place reasonable and prudent insurance
      policies appropriate for its size, nature and stage of development.
      Schedule 3.1.22 of the Primero Disclosure Letter sets out a complete and
      accurate list of all insurance policies (collectively, “Insurance
      Policies) held by Primero and the Primero Subsidiaries.

	 	 	
      

	 	(b) 	
      Each Insurance Policy is in full force and effect in
      accordance with its terms, no notice of cancellation or termination has
      been received, and there is no existing default or event which, with the
      giving of notice or lapse of time or both, would constitute a default
      thereunder. Primero has not received notice of any fact, condition or
      circumstance which, to its knowledge, might reasonably form the basis of
      any claim against Primero or any Primero Subsidiary which is not fully
      covered by insurance (subject to standard deductibles) maintained by it
      and which would reasonably be expected to have a Material Adverse
      Effect.

	 	 	
      

	 	(c) 	
      There is currently no outstanding claim under any
      Insurance Policy in excess of $25,000 and, to the knowledge of Primero, no
      fact, condition or circumstance currently exists which might reasonably
      form the basis of any claim in excess of $25,000.

	 	 	
      

	 	(d) 	
      All premiums payable prior to the date hereof under the
      Insurance Policies have been paid and neither Primero nor any of the
      Primero Subsidiaries has failed to make a claim thereunder on a timely
      basis. There has been no denial of a material claim and no material claim
      has been disputed by Primeros insurers in the past or
  present.




	3.1.23 	
      Material Agreements.







- 41- 

	 	(a) 	
      Schedule 3.1.23 of the Primero Disclosure Letter sets out
      a complete and accurate list of all Primero Material Agreements. True and
      complete copies of the Primero Material Agreements have been provided to
      First Majestic via the Primero Datasite Information.

	 	 	
       

	 	(b) 	
      Each Primero Material Agreement is legal, valid, binding
      and in full force and effect and is enforceable by Primero or a Primero
      Subsidiary, as applicable, in accordance with its terms (subject to
      bankruptcy, insolvency and other Laws affecting creditors rights
      generally, and to general principles of equity) and is the product of fair
      and arms length negotiations between each of the parties to such Primero
      Material Agreements.

	 	 	
       

	 	(c) 	
      To the knowledge of Primero, Primero and each Primero
      Subsidiary have performed in all material respects all respective
      obligations required to be performed by them to date under the Primero
      Material Agreements and neither Primero nor any of the Primero
      Subsidiaries is in breach or default under any Primero Material Agreement,
      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 which, individually or in the aggregate, would reasonably be
      expected to have a Material Adverse Effect.

	 	 	
       

	 	(d) 	
      Primero has not received any notice (whether written or
      oral), that any party to a Primero Material Agreement intends to cancel,
      terminate or otherwise modify or not renew its relationship with Primero
      or any Primero Subsidiary, and, to the knowledge of Primero, no such
      action has been threatened.




	3.1.24 	
      Relationships with Customers, Service Providers,
      Suppliers and Sales Representatives. Primero has not received any
      written (or to the knowledge of Primero oral) notice that any customer,
      service provider or supplier intends to cancel, terminate or otherwise
      modify or not renew its relationship with Primero or any Primero
      Subsidiary, 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 Material Adverse Effect.

	 	
       

	3.1.25 	
      Insolvency. Neither Primero nor any of the Primero
      Subsidiaries has sought protection under the Bankruptcy and Insolvency
      Act (Canada), the Companies Creditors Arrangement Act (Canada)
      or similar legislation.

	 	
       

	3.1.26 	
      Legal Proceedings. There are no claims, actions,
      suits, complaints, investigations or proceedings (whether private,
      governmental or otherwise, and whether or not purportedly on behalf of
      Primero or any Primero Subsidiary) in progress, pending, or to the
      knowledge of Primero, threatened, against or affecting Primero or any
      Primero Subsidiary (including actions, suits, investigations or
      proceedings against any directors, officers or employees of Primero or any
      Primero Subsidiary which relate to the Business, affairs, assets or
      operations of Primero ), at law or in equity, or before or by any Tribunal
      or Governmental Entity which, individually or in the aggregate, may
      reasonably be expected to have a Material
Adverse Effect. There is no judgment, decree, injunction, ruling, order
or award of any Tribunal outstanding against or affecting Primero or any Primero
Subsidiary.







- 42-

	3.1.27 	
      Tax Matters.




	 	(a) 	
      Save for the requirement to file Tax Returns in respect
      of income taxes for the current taxation year (which return is not yet
      due), and any income Tax Return which is required to be filed as a result
      of or in connection with the transactions contemplated herein, Primero and
      each of the Primero Subsidiaries has duly filed in the prescribed manner
      and within the prescribed time all material Tax Returns required to be
      filed by it on or before the date hereof with any taxing or regulatory
      authority to which it is subject and each such material Tax Return was
      complete and accurate at the time filed.

	 	 	
       

	 	(b) 	
      Except as disclosed in its Annual Financial Statements,
      Primero and each of the Primero Subsidiaries has paid all Taxes and
      installments on account of Taxes that are due and payable by it, and any
      interest, penalties and fines in connection therewith, properly due and
      payable, and has paid all of same in connection with all known
      assessments, reassessments and adjustments.

	 	 	
       

	 	(c) 	
      Each of Primero and the Primero Subsidiaries has duly and
      timely collected all amounts on account of any sales, use or transfer
      Taxes, including all goods and services, harmonized sales, value added,
      provincial and territorial taxes and state and local taxes, required by
      Law to be collected by it and has duly and timely remitted to the
      appropriate Governmental Entity any such amounts required by Law to be
      remitted by it.

	 	 	
       

	 	(d) 	
      Except as disclosed in the Financial Statements, (i)
      there are no Taxes or fines in respect of Taxes claimed by any
      Governmental Entity against Primero or any Primero Subsidiary or which are
      known to Primero and may be due and owing by Primero or any Primero
      Subsidiary and, to the knowledge of Primero, (ii) there are no pending or
      threatened reassessments by any Governmental Entity in respect of Taxes
      owing by Primero or any Primero Subsidiary, and (iii) there are no matters
      of dispute or under discussion with any Governmental Entity relating to
      Taxes or fines in respect of Taxes asserted by such Governmental Entity
      against Primero or any Primero Subsidiary.

	 	 	
       

	 	(e) 	
      Except as disclosed in the Financial Statements, the
      Annual Financial Statements of Primero fully reflect accrued liabilities
      as at December 31, 2016 for all Taxes which were not yet then due and
      payable and for which Tax Returns were not yet then required to be
      filed.

	 	 	
       

	 	(f) 	
      There are no agreements, waivers or other arrangements
      made by Primero or any Primero Subsidiary providing for an extension of
      time with respect to any assessment or reassessment of Tax, the filing of
      any Tax Return or the payment of any Tax by Primero or any Primero
      Subsidiary.







- 43- 

	 	(g) 	
      Primero and each of the Primero Subsidiaries has withheld
      the amount of all Taxes and other deductions required under any applicable
      Laws to be withheld from each payment made by it and has paid all amounts
      withheld which are due and payable before the date hereof to the relevant
      taxing or other authority within the time prescribed under any applicable
      Laws.

	 	 	
      

	 	(h) 	
      Primero has satisfied in all material respects all
      obligations to incur expenses, make required disbursements and renounce to
      any third party any Canadian exploration expense or Canadian development
      expense with respect to any flow- through shares of Primero issued in
      connection with a “flow-through financing of Primero.

	 	 	
      

	 	(i) 	
      There are no material Encumbrances for Taxes upon any
      properties or assets of Primero or any Primero Subsidiary (other than
      Encumbrances relating to Taxes not yet due and payable and for which
      adequate reserves have been recorded in the Annual Financial Statements of
      Primero.

	 	 	
      

	 	(j) 	
      For all transactions between Primero and the Primero
      Subsidiaries and any Person who is not resident in Canada for purposes of
      the ITA with whom Primero or the Primero Subsidiaries, as the case may be,
      was not dealing at arms length for purposes of the ITA, Primero or the
      Primero Subsidiary, as the case may be, has made or obtained records or
      documents that meet the requirements of paragraphs 247(4)(a) to (c) of the
      ITA (or comparable provisions of any other applicable
  legislation).

	 	 	
      

	 	(k) 	
      For the purposes of the ITA and any other relevant Tax
      purposes: (i) Primero is resident in Canada and is a taxable Canadian
      corporation; and (ii) each Primero Subsidiary is resident in the
      jurisdiction in which it was formed, and is not resident in any other
      country.

	 	 	
      

	 	(l) 	
      None of Sections 78 or 80 to 80.04 of the ITA (or
      comparable provisions of any other applicable legislation) have applied to
      Primero or a Primero Subsidiary, and there are no circumstances existing
      which could reasonably be expected to result in the application of
      Sections 78 or 80 to 80.04 of the ITA (or comparable provisions of any
      other applicable Laws) to Primero or a Primero Subsidiary.

	 	 	
      

	 	(m) 	
      Neither Primero nor any Primero Subsidiary is a party to
      or bound by any material Tax sharing agreement, Tax indemnity agreement,
      Tax allocation agreement or similar agreement. Neither Primero nor any
      Primero Subsidiary has any material liability for the Taxes of any other
      Person under any applicable Laws, as a transferee or successor, by
      contract or otherwise.




	3.1.28 	
      Compliance with Applicable Laws. Primero and each
      of the Primero Subsidiaries has conducted and is conducting its Business
      in compliance in all material respects with all applicable Laws, is not in
      material breach of any of such Laws except for non-compliance which
      individually or in the aggregate would not be reasonably expected to have
      a Material Adverse Effect with respect to
Primero and is duly licensed or registered in each jurisdiction in
which it owns or leases its property and assets or carries on its Business, so
as to enable its Business to be carried on as now conducted and its property and
assets to be so owned or leased. Neither Primero nor any Primero Subsidiary has
received notice of any violation of applicable Laws in any jurisdiction.







- 44-

	3.1.29 	
      Licenses.




	 	(a) 	
      Schedule 3.1.29 of the Primero Disclosure Letter sets out
      a complete and accurate list of all material licenses, permits, approvals,
      consents, certificates, registrations and authorizations (whether
      governmental, regulatory or similar type) relating to the Business (the
      “Licenses), and there are no other material licenses, permits,
      approvals, consents, certificates, registrations, or authorizations,
      necessary to carry on its Business as presently carried on or to own or
      lease any of the property or the assets utilized by Primero or any Primero
      Subsidiary. Each License is valid and subsisting and in good standing and
      there is no default or breach of any License and, to the knowledge of
      Primero, no proceeding is pending or threatened to revoke or limit any
      License. No License is non-renewable or contains any burdensome term,
      provision, condition or limitation which has or could have a Material
      Adverse Effect on Primero or the Business.

	 	 	
       

	 	(b) 	
      Primero and each of the Primero Subsidiaries has complied
      in all material respects with applicable Laws in connection with obtaining
      each License. Neither Primero nor any Primero Subsidiary is subject to any
      form of material penalty in connection with, or arising from,
      non-compliance with such Licenses.

	 	 	
       

	 	(c) 	
      There are no claims pending or, to the knowledge of
      Primero, threatened, against Primero or any Primero Subsidiary affecting
      any License required for the Business that has resulted, or could result,
      in an adverse modification of any of the
Licenses.




	3.1.30 	
      No Business Restrictions. There is no agreement
      (non-compete or otherwise), commitment, judgment, injunction, order, award
      or decree to which Primero or any Primero Subsidiary is party or which is
      otherwise binding upon Primero or any Primero Subsidiary which has or
      reasonably could be expected to have the effect of prohibiting or
      materially impairing any business practice of Primero or such Primero
      Subsidiary, any acquisition of property (tangible or intangible) by
      Primero or such Primero Subsidiary or the conduct of business by Primero
      or such Primero Subsidiary, as currently conducted.

	 	
       

	3.1.31 	
      Liabilities. There are no material liabilities of
      Primero or any Primero Subsidiary of any kind (whether accrued, absolute,
      contingent or otherwise and whether matured or unmatured) existing on the
      date hereof except for:




	 	(a) 	
      liabilities (including liabilities for unpaid Taxes)
      disclosed on, reflected in or provided for in the Financial
    Statements;

	 	 	 
	 	(b) 	
      liabilities disclosed or referred to in this
      Agreement;







- 45- 

	 	(c) 	
      liabilities incurred in the ordinary course of business
      and attributable to the period since September 30, 2017, none of which,
      individually or in the aggregate, have a Material Adverse Effect on
      Primero; and

	 	 	 
	 	(d) 	
      liabilities incurred in connection with this Agreement or
      the transactions contemplated in this
Agreement.




	3.1.32 	
      Condition and Sufficiency of Assets. Primero and
      the Primero Subsidiaries collectively own or lease all of the property and
      assets used in or necessary for the conduct of the Business as it is
      currently being conducted with good and marketable title to all material
      property and assets which are owned by Primero or any Primero Subsidiary,
      free and clear of any and all Encumbrances (other than Permitted
      Encumbrances). Since December 31, 2016, there has not been any significant
      interruption of operations, Licenses, supplies, access or services by
      contractors of the Business due to inadequate maintenance of any of the
      property or assets owned and used by Primero or any Primero
    Subsidiary.

	 	
       

	3.1.33 	
      Environmental.




	 	(a) 	
      The operation of the Business by Primero and each of the
      Primero Subsidiaries has been and is in compliance with all Environmental
      Laws (except where non- compliance would not have a Material Adverse
      Effect in respect of Primero). Each of Primero and the Primero
      Subsidiaries has complied with all reporting and monitoring requirements
      under all Environmental Laws (except where non- compliance would not have
      a Material Adverse Effect in respect of Primero).

	 	 	
       

	 	(b) 	
      To the extent required by applicable Environmental Laws,
      Primero and the Primero Subsidiaries have obtained all Environmental
      Permits and have filed all applications necessary to renew or obtain all
      Environmental Permits in a timely fashion so as to allow it to continue to
      operate its Business in material compliance with applicable Environmental
      Laws.

	 	 	
       

	 	(c) 	
      Neither Primero nor any of the Primero Subsidiaries is,
      and, to the knowledge of Primero, there is no reasonable basis upon which
      Primero or any of the Primero Subsidiaries could become, responsible for
      any clean up or corrective action under any Environmental Laws that could
      reasonably be expected to have a Material Adverse Effect on
  Primero.

	 	 	
       

	 	(d) 	
      All material audits, assessments, investigation reports
      and studies with respect to Environmental Laws relating to Primero or any
      of the Primero Subsidiaries have been made available to First Majestic via
      the Primero Datasite Information.




	3.1.34 	
      Intellectual Property.




	 	(a) 	
      There are no trade-marks, service marks and trade names
      used by Primero and the Primero Subsidiaries in connection with the
      Business.







- 46- 

	 	(b) 	
      To the knowledge of Primero, the operation of the
      Business does not infringe or misappropriate the intellectual property
      rights of any Person, violate the rights of any Person (including rights
      to privacy or publicity) or constitute unfair competition or trade
      practices under the Laws of any jurisdiction in which Primero or any
      Primero Subsidiary carries on business.




	3.1.35 	
      Advisory Fees; Third Party Expenses. Except for
      the accountants, lawyers, investment bankers and other advisors of Primero
      retained to negotiate, advance, carry out and complete the transactions
      contemplated herein, there is no investment banker, broker, finder or
      other intermediary or advisor that has been retained by or is authorized
      to act on behalf of Primero, any Primero Subsidiary who might be entitled
      to any fee, commission or reimbursement of expenses from Primero or any
      Primero Subsidiary upon consummation of the transactions contemplated by
      this Agreement. Schedule 3.1.35 of the Primero Disclosure Letter sets
      forth a reasonable estimate of all legal, accounting, financial advisory,
      investment banking and consulting fees which are reasonably expected to be
      incurred by Primero and the Primero Subsidiaries in connection with the
      negotiation and implementation of the terms and conditions of this
      Agreement and the transactions contemplated hereby.

	 	
       

	3.1.36 	
      Corrupt Practices. None of Primero, any of the
      Primero Subsidiaries, nor to the knowledge of Primero, any of their
      respective Representatives has taken, directly or indirectly any action
      which would cause Primero or any of the Primero Subsidiaries or affiliates
      to be in violation of the United States Foreign Corrupt Practices Act of
      1977, as amended (and the regulations promulgated thereunder), the
      Corruption of Foreign Public Officials Act (Canada) (and the
      regulations promulgated thereunder), the Proceeds of Crime (Money
      Laundering) and Terrorist Financing Act (Canada) (and the regulations
      promulgated thereunder), the Extractive Sector Transparency Measures
      Act (Canada) (and the regulations promulgated thereunder) or any
      applicable Laws of similar effect of any other jurisdiction (collectively,
      the “Anti-Corruption Laws) and to the knowledge of Primero no such action
      has been taken by any of its Representatives or affiliates. Primero and
      the Primero Subsidiaries have conducted the Business in compliance in all
      material respects with Anti-Corruption Laws and have instituted and
      maintain policies and procedures designed to ensure, and which are
      reasonably expected to continue to ensure, continued compliance
      therewith.




	3.1.37 	
      Aboriginal and Ejido
Affairs.




	 	(a) 	
      To the knowledge of Primero (i) it is carrying on the
      Business in compliance in all material respects with all legal and
      governmental requirements and agreements associated with
      aboriginal-related and Ejido-related matters, and (ii) there are no facts
      that could give rise to material non-compliance by Primero in respect of
      any such legal or governmental requirements.

	 	 	
       

	 	(b) 	
      To the knowledge of Primero, there is no material claim,
      complaint or other proceeding threatened by or on behalf of any Aboriginal
      Group or Ejido Group of which Primero has received written notice with respect to any
Primero Real Property, immovable Leased Property, Primero Mineral Right or any
authorization issued by any Governmental Entity in respect of, or otherwise
related to Primero or any Primero Subsidiary. 







- 47-

	 	(c) 	
      Since December 31, 2015, there has not been any blockade
      or, to the knowledge of Primero other program of civil disobedience
      undertaken by any Aboriginal Group or Ejido Group with respect to the
      Primero Real Property, immovable Leased Property or the Primero Mineral
      Rights or otherwise affecting the Primero Real Property or the Primero
      Mineral Rights, or to the knowledge of Primero has any responsible
      official of any Aboriginal Group or Ejido Group since December 31, 2015,
      threatened Primero with any blockade or other program of civil
      disobedience with respect to the Primero Real Property, immovable Leased
      Property or the Primero Mineral Rights or which could reasonably be
      expected to affect the Primero Real Property or the Primero Mineral
      Rights.

	 	 	
       

	 	(d) 	
      Schedule 3.1.37 of the Primero Disclosure Letter sets out
      all agreements between Primero and any Aboriginal Group or Ejido
    Group.

	 	 	
       

	 	(e) 	
      Neither Primero nor any of the Primero Subsidiaries has
      received any notice from any Governmental Entity, Aboriginal Group or
      Ejido Group or any Persons representing or purporting to represent an
      Aboriginal Group or Ejido Group (i) of the exercise of aboriginal rights
      or Ejido rights in, or assertion of aboriginal title or Ejido title to the
      Primero Real Property, immovable Leased Property or Primero Mineral Rights
      or Primeros or Primero Subsidiaries interests in the Primero Real
      Property, immovable Leased Property or Primero Mineral Rights; or (ii) of
      an impact on the asserted aboriginal title or rights or Ejido title or
      rights on Primeros or Primero Subsidiaries works on the Primero Real
      Property, immovable Leased Property or Primero Mineral Rights.

	 	 	
       

	 	(f) 	
      Where applicable and to Primeros knowledge, the
      incorporation to the private property regime of any owned Primero Real
      Property or Primero Mineral Rights, formerly under an Ejido regime, was
      effected under the terms and conditions of applicable Laws including
      without limitation, of the Mexican Agrarian Law (Ley Agraria) and
      duly recorded before the applicable Governmental Entity, except where the
      failure to so effect would not have a Material Adverse Effect.

	 	 	
       

	 	(g) 	
      Where applicable and to Primeros knowledge, all the
      assemblies, notices and/or other acts and/or procedures required under the
      Mexican Agrarian Law (Ley Agraria) for the incorporation of any
      owned Primero Real Property, immovable Leased Property or Primero Mineral
      Rights, were performed, except where the failure to so perform would not
      have a Material Adverse Effect.

	 	 	
       

	 	(h) 	
      Where applicable and to Primeros knowledge, all
      expropriation procedures over owned Primero Real Property, immovable
      Leased Property or Primero Mineral Rights located in Mexico were carried
out in compliance in all material respects with applicable Laws, including, without limitation, the
Mexican Expropriation Law (Ley de Expropiación). 







- 48-

	3.1.38 	
      Non-Governmental Organizations and Community Groups.
      No material dispute between Primero or any of the Primero Subsidiaries
      and any non- governmental organization, community, community group or
      civil organization exists or, to Primeros knowledge, is threatened or
      imminent with respect to any of Primeros or any of the Primero
      Subsidiaries properties or exploration activities. Primero has provided
      First Majestic and First Majestics Representatives with full and complete
      access to all material correspondence received by Primero, the Primero
      Subsidiaries or their Representatives from any non-governmental
      organization, community, community group or civil organization.

	 	
       

	3.1.39 	
      No Option on Assets. No Person has any agreement
      or option or any right or privilege capable of becoming an agreement or
      option for the purchase from Primero or the Primero Subsidiaries of any of
      the material assets of Primero or any of the Primero Subsidiaries other
      than pursuant to the transactions contemplated in this
Agreement.

	 	
       

	3.1.40 	
      Expropriation. No property or asset of Primero or
      any of the Primero Subsidiaries (including any Primero 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 such notice
      or to commence such proceeding.

	 	
       

	3.1.41 	
      Competition Act. As determined in accordance with
      the Competition Act and the notifiable transaction regulations thereto,
      and accounting for the Black Fox Sale as permitted under section 14 of the
      notifiable transaction regulations, the size of transaction threshold
      under section 110(3) of the Competition Act is not
  exceeded.




	3.1.42 	
      Fairness Opinion and Recommendation. As of the
      date hereof:




	 	(a) 	
      Rothschild (Canada) Inc. has delivered an opinion to the
      Primero Board, to the effect that as of the date of such opinion, the
      Consideration is fair from a financial point of view to the Primero
      Shareholders (other than First Majestic and its affiliates);

	 	 	
       

	 	(b) 	
      the Primero Board has determined, after receiving
      financial and legal advice, that the Arrangement is fair to the Primero
      Shareholders (other than First Majestic and its affiliates) and in the
      best interests of Primero; and

	 	 	
       

	 	(c) 	
      the Primero Board has decided to recommend that the
      Primero Shareholders vote in favour of the Arrangement
  Resolution.




	3.1.43 	
      No Collateral Benefits. To the knowledge of
      Primero, no related party of Primero:







- 49- 

	 	(a) 	
      is a party to any connected transaction to the
      Arrangement; or

	 	 	
       

	 	(b) 	
      is entitled to receive as a consequence of the
      Arrangement or the other transactions contemplated by this Agreement any
      benefit, other than a benefit described in paragraph (c) of the definition
      of collateral benefit where either (i) the related party, together with
      its associated entities beneficially owns or exercises control or
      direction over less than one percent or more of the outstanding Primero
      Shares or (ii) the requirements of clause (c)(iv)(B)(I) and (II) of the
      definition of collateral benefit have been satisfied with respect to that
      benefit and Primero will provide the disclosure contemplated by clause
      (c)(iv)(B)(III) in the Circular.

	 	 	
       

	 		
      The terms “related party, “connected
      transaction, “associated entity and “collateral benefit are
      used in this paragraph as defined in MI
61-101.




	3.1.44 	
      Full Disclosure. This Agreement, the Primero
      Disclosure Letter, the agreement related to tax and certain other matters,
      the Primero Information Record and the Primero Datasite Information taken
      together disclose all material facts related to Primero, the Primero
      Subsidiaries and their respective businesses, financial conditions,
      assets, liabilities and operations.

	 	 
	3.2 	
      Representations and Warranties of First
      Majestic.



Except as disclosed in the First Majestic Disclosure Letter or
the First Majestic Information Record as of the date hereof, First Majestic
hereby represents and warrants to, and in favour of, Primero as follows and
acknowledges that Primero is relying on such representations and warranties in
connection with the transactions herein contemplated: 

	3.2.1 	
      Incorporation and Organization. First Majestic is
      a corporation duly incorporated under the laws of its jurisdiction of
      incorporation, is validly subsisting, has full corporate and legal power
      and authority to own, lease and operate the properties currently owned,
      leased and operated by it and to conduct its business as currently
      conducted, and is in good standing with respect to the filing of annual
      returns. First Majestic is duly qualified or licensed to do business and
      is in good standing as a foreign corporation or organization authorized to
      do business in all jurisdictions in which the character of the properties
      owned, leased or operated or the nature of the business conducted by it
      would make such qualification or licensing necessary. No proceedings have
      been instituted or are pending for the dissolution or liquidation of First
      Majestic. True and complete copies of the constating documents of First
      Majestic have been provided to Primero and no amendments to such
      constating documents have been authorized which have not been provided to
      Primero.

	 	
       

	3.2.2 	
      Capitalization. The authorized capital of First
      Majestic consists of an unlimited number of First Majestic Shares, of
      which, as of the date hereof, 165,921,079 First Majestic Shares were
      issued and outstanding. All outstanding First Majestic Shares have been
      duly authorized and are validly issued, are fully paid
  and non-assessable and were issued in compliance with the articles
of First Majestic and all applicable Laws. Except for employee stock options
granted by First Majestic pursuant to employment compensation plans, no Person
has any other agreement, option, commitment, arrangement, or any other right or
privilege (whether by law, pre-emptive or contractual) capable of becoming an
agreement, option or commitment (including any such right or privilege under
convertible securities, warrants or convertible obligations of any nature) for
the purchase, subscription, allotment or issuance of, or conversion into, any of
the unissued shares or any other securities of First Majestic or the purchase or
other acquisition from First Majestic of any of its undertakings, business or
assets. The Consideration Shares to be issued pursuant to the Arrangement, the
First Majestic Shares issuable upon the exercise from time to time of the
Replacement Options in accordance with their respective terms and the First
Majestic Shares issuable upon the exercise from time to time of the Primero
Warrants in accordance with their respective terms, will, when issued and
delivered, be duly and validly issued by First Majestic on their respective
dates of issue as fully paid and non-assessable shares and will not be issued in
violation of the terms of any agreement or other understanding binding upon
First Majestic at the time that such shares are issued and will be issued in
compliance with the constating documents of First Majestic and all applicable
Laws. As of the Effective Date, all of the Replacement Options will be
outstanding as duly authorized and validly existing options to acquire First
Majestic Shares, which will not be issued in violation of the terms of any
agreement or other understanding binding upon First Majestic at the time at
which they are issued. 







- 50-

	3.2.3 	
      Authority and No
Violation.




	 	(a) 	
      First Majestic has all requisite corporate power and
      authority to enter into this Agreement, to perform its obligations
      hereunder and to consummate the Arrangement and the other transactions
      contemplated by this Agreement. The execution and delivery of this
      Agreement and the approval of the issuance of the Consideration Shares and
      the underlying First Majestic Shares on conversion or exercise of Primero
      Convertible Securities by First Majestic and the consummation by First
      Majestic of the transactions contemplated by this Agreement (including the
      Arrangement) and such other documents have been duly authorized by its
      board of directors and no other corporate proceedings on its part are
      necessary to authorize this Agreement or the transactions contemplated
      hereby, other than the approval of the First Majestic board of directors
      of matters relating solely to the implementation of the Arrangement (and,
      for greater certainty, the issuance of First Majestic Shares pursuant to
      the Arrangement does not require the approval of any shareholders of First
      Majestic pursuant to applicable Laws or the policies of the TSX or
      NYSE).

	 	 	 
	 	(b) 	
      This Agreement has been duly executed and delivered by
      First Majestic and constitutes a legal, valid and binding obligation,
      enforceable against it in accordance with its terms, subject to
      bankruptcy, insolvency and other similar Laws affecting creditors rights
      generally, and to general principles of equity.
All documents required to be executed by First Majestic in
connection with the transactions contemplated herein will be duly executed and
delivered by First Majestic and, when so executed and delivered, will constitute
a legal, valid and binding obligation, enforceable against it in accordance with
its terms, subject to bankruptcy, insolvency and other similar Laws affecting
creditors rights generally, and to general principles of equity. 







- 51-

	 	(c) 	
      The approval of this Agreement and the other documents
      required to be executed by First Majestic in connection with the
      transactions contemplated herein, the execution and delivery by First
      Majestic of this Agreement and such other documents, the performance by it
      of its obligations hereunder and the completion of the Arrangement and the
      transactions contemplated thereby, will not:




	 	(i) 	
      conflict with, result in a violation or breach of,
      constitute a default, or require any consent (other than such as has
      already been obtained) to be obtained under, or give rise to any
      termination rights or payment obligation under any provision
  of:




	 	(A) 	
      its notice of articles or articles or any other agreement
      or understanding with any party holding an ownership interest in First
      Majestic;

	 	 	
       

	 	(B) 	
      any resolutions of its board of directors (or any
      committee thereof) or shareholders;

	 	 	
       

	 	(C) 	
      any applicable Laws, subject to obtaining authorization
      for listing of the Consideration Shares, the First Majestic Shares
      issuable upon exercise of the Replacement Options and the First Majestic
      Shares issuable upon exercise of the Primero Warrants on the TSX and the
      NYSE and obtaining the Antitrust Clearance; or

	 	 	
       

	 	(D) 	
      any First Majestic Material
Agreement;




	 	(ii) 	
      except as would not, individually or in the aggregate,
      have a Material Adverse Effect on First Majestic, result in the imposition
      of any Encumbrance upon any of its assets or the assets of any of the
      First Majestic Material Subsidiaries (except pursuant to the Replacement
      Stream Agreement), or restrict, hinder, impair or limit its ability to
      carry on its business as and where it is now being carried on or as and
      where it may be carried on in the future.




	 	(d) 	
      No consent, approval, order, registration, notice,
      declaration or filing with, any Governmental Entity is required to be
      obtained by First Majestic in connection with the execution and delivery
      of this Agreement or any of the other documents contemplated hereby, or
      the consummation by First Majestic of the transactions contemplated hereby
      or thereby other than:







- 52- 

	 	(i) 	
      obtaining authorization for listing of the Consideration
      Shares, the First Majestic Shares issuable and upon exercise of the
      Replacement Options and the First Majestic Shares issuable upon exercise
      of the Primero Warrants on the TSX and the NYSE;

	 	 	
       

	 	(ii) 	
      any approvals required by the Interim Order;

	 	 	
       

	 	(iii) 	
      the Final Order;

	 	 	
       

	 	(iv) 	
      the Antitrust Clearance; and

	 	 	
       

	 	(v) 	
      any other consents, approvals, orders, authorizations,
      declarations or filings of or with a Governmental Entity which are purely
      of an administrative nature and which could be completed or obtained
      without Material Adverse Effect on First Majestic immediately after the
      Effective Date or which, if not obtained, would not in the aggregate have
      a Material Adverse Effect on First Majestic.




	3.2.4 	
      Ownership of First Majestic Material Subsidiaries.
      First Majestic or one or more subsidiaries of First Majestic is the
      sole beneficial and registered owner of all of the outstanding shares in
      the capital of each of the First Majestic Material Subsidiaries, with good
      and marketable title thereto, free and clear of all Encumbrances. No
      Person has any other agreement, option, commitment, arrangement, or any
      other right or privilege (whether by law, pre-emptive or contractual)
      capable of becoming an agreement, option or commitment (including any such
      right or privilege under convertible securities, warrants or convertible
      obligations of any nature) for the purchase, subscription, allotment or
      issuance of, or conversion into, any of the issued or unissued shares or
      any other securities of any of the First Majestic Subsidiaries or the
      purchase or other acquisition from any of the First Majestic Subsidiaries
      of any of their undertakings, business or assets. The First Majestic
      Material Subsidiaries are the only subsidiaries of First Majestic which
      own or lease material property of First Majestic.

	 	
       

	3.2.5 	
      Sufficient Funds. First Majestic has adequate
      funds to pay any amounts owing to any Person in connection with the
      transactions contemplated by this Agreement and will have adequate
      financial liquidity to operate the Business following the Effective
      Time.

	 	
       

	3.2.6 	
      Reporting Issuer; Public
  Documents.




	 	(a) 	
      First Majestic is a reporting issuer in each of the
      provinces of Canada, and is not on the list of reporting issuers in
      default under applicable securities Laws.

	 	 	 
	 	(b) 	
      First Majestic (i) is a “foreign private issuer as
      defined in Rule 405 under the U.S. Securities Act, and (ii) is not
      registered or required to register as an investment company under the U.S.
      Investment Company Act.







- 53- 

	 	(c) 	
      The First Majestic Shares are registered pursuant to
      Section 12(b) of the U.S. Exchange Act, First Majestic is subject to the
      reporting requirements of Section 13(a) of the U.S. Exchange Act and First
      Majestic is not in default in any material respect with its obligations
      under the U.S. Exchange Act.

	 	 	 
	 	(d) 	
      The First Majestic Shares are listed and posted for
      trading on the TSX, the NYSE, the FSE and the Bolsa Mexicana de Valores
      (provided that First Majestic has filed for delisting from the Bolsa
      Mexicana de Valores) and are not listed on any other market. First
      Majestic is in compliance in all material respects with the rules and
      policies of the TSX and the NYSE.

	 	 	 
	 	(e) 	
      First Majestic is not subject to any cease trade or other
      order of the TSX, the NYSE, any Securities Authority or the SEC, and, to
      the knowledge of First Majestic, no inquiry, review or investigation
      (formal or informal) or other proceedings involving First Majestic that
      may operate to prevent or restrict trading of any securities of First
      Majestic are currently in progress or pending before the TSX, the NYSE,
      any Securities Authority or the SEC.

	 	 	 
	 	(f) 	
      First Majestic has filed all documents required to be
      filed by it in accordance with applicable securities Laws and the rules
      and policies of the TSX and the NYSE. The First Majestic Information
      Record includes a true and complete copy of all forms, reports,
      statements, certifications, and other documents required to be filed by
      First Majestic. Such forms, reports, statements, certifications, and other
      documents, at the time filed or, if amended, as of the date of such
      amendment: (i) did not contain any misrepresentation; and (ii) complied in
      all material respects with the requirements of applicable Securities Laws
      except where such non-compliance has not had or would not reasonably be
      expected to have a Material Adverse Effect on First Majestic. First
      Majestic has not filed any confidential material change or other report or
      other document with any Securities Authorities, the SEC, the TSX, the NYSE
      or other self-regulatory authority which at the date hereof remains
      confidential.

	 	 	 
	 	(g) 	
      First Majestic directly or indirectly owns or leases the
      material properties, business and assets or the interests in the material
      properties, business or assets referred to in the First Majestic
      Information Record, no party is challenging or disputing the title of
      First Majestic or any First Majestic Subsidiary to any such material
      properties, business or assets and all agreements by which First Majestic
      or any First Majestic Material Subsidiaries holds an interest in its
      material properties, business or assets are in good standing according to
      their terms and the properties are in good standing under the applicable
      laws of the jurisdictions in which they are
situated.




	3.2.7 	
      Financial Matters.




	 	(a) 	
      The Financial Statements of First Majestic have been, and
      all financial statements of First Majestic which are publicly disseminated
      by First Majestic in respect of any subsequent periods prior to the
      Effective Date will be, prepared in accordancewith IFRS, applied on a basis
consistent with prior periods and all applicable Laws and present fairly or will
present fairly, in all material respects: 







- 54- 

	 	(i) 	
      all the assets, liabilities (whether accrued, absolute,
      contingent or otherwise) and the financial condition of First Majestic and
      the First Majestic Material Subsidiaries, on a consolidated basis as at
      the respective dates thereof; and

	 	 	 
	 	(ii) 	
      the revenues, earnings, results of operations and cash
      flows of First Majestic and the First Majestic Material Subsidiaries, on a
      consolidated basis for the respective periods covered thereby.




	 	(b) 	
      To the knowledge of First Majestic as of the date of this
      Agreement:




	 	(i) 	
      there are no material weaknesses in the design and
      implementation or maintenance of internal controls over financial
      reporting of First Majestic that are reasonably likely to adversely affect
      the ability of First Majestic to record, process, summarize and report
      financial information;

	 	 	 
	 	(ii) 	
      there is no fraud, whether or not material, that involves
      management or other employees who have a significant role in the internal
      control over financial reporting of First Majestic; and

	 	 	 
	 	(iii) 	
      First Majestic’s system of internal control over
      financial reporting is sufficient to (i) maintain records in reasonable
      detail in order to accurately and fairly reflect the transactions and
      dispositions of the assets of First Majestic and the First Majestic
      Subsidiaries; (ii) provide reasonable assurance that transactions are
      recorded as necessary to permit the preparation of financial statements in
      accordance with IFRS, and that receipts and expenditures of First Majestic
      and the First Majestic Subsidiaries are made only with the authorization
      of management and directors of First Majestic and the First Majestic
      Subsidiaries, as applicable; and (iii) provide reasonable assurance
      regarding the prevention or timely detection of unauthorized acquisition,
      use or disposition of the assets of First Majestic or the First Majestic
      Subsidiaries that could have a material effect of First Majestic ’s
      financial statements.




	 	(c) 	
      Since December 31, 2016, neither First Majestic nor any
      of the First Majestic Material Subsidiaries nor, to First Majestic’s
      knowledge, any director, officer, employee, auditor, accountant or
      representative of First Majestic or any of the First Majestic Material
      Subsidiaries has received or otherwise had or obtained knowledge of any
      complaint, allegation, assertion, or claim, whether written or oral,
      regarding the accounting practices, procedures, methodologies or methods
      of First Majestic or any of the First Majestic Material Subsidiaries or
      their respective internal accounting controls, including any complaint,
      allegation, assertion, or claim that First Majestic or any of the First
      Majestic Material Subsidiaries has engaged in questionable accounting
      practices.







- 55- 

	 	(d) 	
      First Majestic has no knowledge of any material
      adjustments, potential liabilities or obligations, which individually or
      in the aggregate have not been reflected in its Annual Financial
      Statements, other than liabilities, indebtedness and obligations incurred
      by First Majestic and/or the First Majestic Material Subsidiaries in the
      ordinary course of business, or as contemplated in this
  Agreement.

	 	 	 
	 	(e) 	
      First Majestic maintains a system of disclosure controls
      and procedures (as such term is defined in NI 52-109 to provide reasonable
      assurance that (i) material information relating to First Majestic is made
      known to First Majestic’s management, including its chief financial
      officer and chief executive officer, particularly during the periods in
      which First Majestic’s interim filings and annual filings (as such terms
      are defined in NI 52-109) are being prepared; and (ii) information
      required to be disclosed by First Majestic in its annual filings, interim
      filings or other reports filed or submitted by it under applicable
      securities Laws are recorded, processed, summarized and reported within
      the time periods specified in applicable securities Laws.

	 	 	 
	 	(f) 	
      First Majestic maintains disclosure controls and
      procedures (as such term is defined in Rule 13a-15(e) under the U.S.
      Exchange Act) to ensure that material information required to be disclosed
      by First Majestic in the reports that it files or submits under the U.S.
      Exchange Act is recorded, processed, summarized and reported within the
      time periods specified in the SEC’s rules and forms and is accumulated and
      communicated to First Majestic’s management as appropriate to allow timely
      decisions regarding required disclosure, and (B) has disclosed, based on
      its most recent evaluation of such disclosure controls and procedures
      prior to the date hereof, to First Majestic’s auditors and the audit
      committee of the First Majestic Board (1) any significant deficiencies and
      material weaknesses in the design or operation of internal controls over
      financial reporting that are reasonably likely to adversely affect in any
      material respect ability to record, process, summarize and report
      financial information and (2) any fraud, whether or not material, that
      involves management or other employees who have a significant role in
      First Majestic’s internal controls over financial reporting.

	 	 	 
	 	(g) 	
      First Majestic maintains a system of internal control
      over financial reporting (as such term is defined in Rule 13a-15(f) under
      the U.S. Exchange Act) sufficient to provide reasonable assurances
      regarding the reliability of financial reporting and the preparation of
      financial statements for external purposes in accordance with IFRS. Based
      upon the most recent evaluation by First Majestic’s management, such
      internal control over financial reporting is effective, and since the date
      of such evaluation nothing has come to the attention of First Majestic to
      lead it to believe that such internal control over financial reporting is
      no longer effective. First Majestic maintains internal controls over
      financial reporting (as such term is defined in NI 52-109). To the
      knowledge of First Majestic, such internal controls over financial
      reporting are effective in providing reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with
IFRS.







- 56- 

	 	(h) 	
      Since December 31, 2016, there has been no change in
      First Majestic’s internal control over financial reporting that has
      materially affected or is reasonably likely to materially affect, First
      Majestic’s internal control over financial
reporting.




	3.2.8 	
      Absence of Certain Changes or Events. Since
      December 31, 2016 First Majestic has conducted its business only in the
      ordinary course of business and there has not been any event, circumstance
      or occurrence which has had or is reasonably likely to give rise to a
      Material Adverse Effect with respect to First Majestic.

	 	 
	3.2.9 	
      Legal Proceedings. There are no material claims,
      actions, suits, complaints, investigations or proceedings (whether
      private, governmental or otherwise, and whether or not purportedly on
      behalf of First Majestic or any First Majestic Material Subsidiary) in
      progress, pending, or to the knowledge of First Majestic, threatened,
      against or affecting First Majestic or any First Majestic Material
      Subsidiary (including actions, suits, investigations or proceedings
      against any directors, officers or employees of First Majestic or any
      First Majestic Material Subsidiary which relate to the business, affairs,
      assets or operations of First Majestic), at law or in equity, or before or
      by any Tribunal which could reasonably be expected to have a Material
      Adverse Effect on First Majestic. First Majestic is not aware of any
      grounds on which any such action, suit, investigation or proceeding might
      be commenced with any reasonable likelihood of success.

	 	 
	3.2.10 	
      Compliance with Applicable Laws. First Majestic
      and each of the First Majestic Material Subsidiaries has conducted and is
      conducting its business in compliance in all material respects with all
      applicable Laws in each jurisdiction in which its business is carried on,
      is not in material breach of any of such Laws and is duly licensed or
      registered in each jurisdiction in which it owns or leases its property
      and assets or carries on its business, so as to enable its business to be
      carried on as now conducted and its property and assets to be so owned or
      leased.

	 	 
	3.2.11 	
      No Breach of Material Agreements. First Majestic
      and each of the First Majestic Material Subsidiaries has performed all of
      the material obligations required to be performed by it, and is entitled
      to all benefits under, and neither First Majestic nor any First Majestic
      Subsidiary is in default in respect of, any First Majestic Material
      Agreement to which it is a party. Except as disclosed in the First
      Majestic Disclosure Letter, each of the First Majestic Material Agreements
      is: (i) enforceable by First Majestic or a subsidiary of First Majestic,
      as applicable, in accordance with its terms (subject to any limitation
      under bankruptcy, insolvency or other Laws affecting creditors’ rights
      generally and to general principals of equity); (ii) is in full force and
      effect, unamended, and there exists no breach thereof or default or event
      of default or event, occurrence, condition or act with respect to First
      Majestic or any First Majestic Material Subsidiary or, to First Majestic’s
      knowledge, with respect to the other contracting party or otherwise that,
      with or without the giving of notice, the lapse of time or the happening
      of any other event or conditions, would (a) become a default or event of
      default under any First Majestic Material Agreement, or (b) result in
      the loss or expiration of any right or
option by First Majestic or any First Majestic Material Subsidiary (or the gain
thereof by any third party) under any First Majestic Material Agreement. 







- 57- 

	3.2.12 	
      Environmental. The operation of the First Majestic
      Material Properties by First Majestic and the First Majestic Material
      Subsidiaries and the use, maintenance and operation thereof have been and
      are in compliance with all Environmental Laws (except where non-compliance
      would not have a Material Adverse Effect in respect of First Majestic).
      Each of First Majestic and the First Majestic Material Subsidiaries have
      complied with all reporting and monitoring requirements under all
      Environmental Laws (except where non-compliance would not have a Material
      Adverse Effect in respect of First Majestic).

	 	 
	3.2.13 	
      Corrupt Practices. None of First Majestic, any of
      the First Majestic Material Subsidiaries, nor to the knowledge of First
      Majestic, any of their respective Representatives has taken, directly or
      indirectly any action which would cause First Majestic or any of the First
      Majestic Material Subsidiaries or affiliates to be in violation of
      Anti-Corruption Laws and to the knowledge of First Majestic no such action
      has been taken by any of its Representatives or affiliates. First Majestic
      and the First Majestic Material Subsidiaries have conducted their
      businesses in compliance in all material respects with Anti-Corruption
      Laws and have instituted and maintain policies and procedures designed to
      ensure, and which are reasonably expected to continue to ensure, continued
      compliance therewith.

	 	 
	3.2.14 	
      Investment Canada Act. First Majestic is a
      Canadian-controlled Person under the Investment Canada Act.

	 	 
	3.2.15 	
      Other Negotiations. Neither First Majestic nor any
      First Majestic Subsidiary (a) has entered into any agreement that
      conflicts with any of the transactions contemplated by this Agreement, or
      (b) has entered into any agreement or had any discussions with any Person
      regarding any transaction involving First Majestic or any First Majestic
      Subsidiary which could reasonably be expected to result in any of Primero,
      First Majestic, any First Majestic Subsidiary or to the knowledge of First
      Majestic any of their respective officers, directors or employees being
      subject to any claim for liability to such Person as a result of entering
      into this Agreement or consummating the transactions contemplated
      hereby.

	 	 
	3.2.16 	
      No Ownership of Primero Shares or Other
      Securities. Neither First Majestic nor any of its affiliates own any
      Primero Shares or any other securities of Primero.

	 	 
	3.2.17 	
      Tax Matters.




	 	(a) 	
      Save for the requirement to file Tax Returns in respect
      of income taxes for the current taxation year (which return is not yet
      due), and any income Tax Return which is required to be filed as a result
      of or in connection with the
transactions contemplated herein, First Majestic
and each of its subsidiaries has duly filed in the prescribed manner and within
the prescribed time all material Tax Returns required to be filed by it on or
before the date hereof with any taxing or regulatory authority to which it is
subject and each such material Tax Return was complete and accurate at the time
filed. 







- 58- 

	 	(b) 	
      Except as set forth in its most recent condensed interim
      consolidated financial statements, First Majestic and each of its
      subsidiaries has paid all Taxes and installments on account of Taxes that
      are due and payable by it, and any interest, penalties and fines in
      connection therewith, properly due and payable, and has paid all of same
      in connection with all known assessments, reassessments and
      adjustments.

	 	 	 
	 	(c) 	
      Each of First Majestic and each of its subsidiaries has
      duly and timely collected all amounts on account of any sales, use or
      transfer Taxes, including all goods and services, harmonized sales, value
      added, provincial and territorial taxes and state and local taxes,
      required by Law to be collected by it and has duly and timely remitted to
      the appropriate Governmental Entity any such amounts required by Law to be
      remitted by it.

	 	 	 
	 	(d) 	
      Except as set forth in its most recent condensed interim
      consolidated financial statements, there are no Taxes or fines in respect
      of Taxes claimed by any Governmental Entity against First Majestic or any
      of its subsidiaries or which are known to First Majestic to be due and
      owing by First Majestic or any of its subsidiaries and, to the knowledge
      of First Majestic, there are no pending or threatened reassessments by any
      Governmental Entity in respect of Taxes owing by First Majestic or any of
      its subsidiaries, and there are no matters of dispute or under discussion
      with any Governmental Entity relating to Taxes or fines in respect of
      Taxes asserted by such Governmental Entity against First Majestic or any
      of its subsidiaries.

	 	 	 
	 	(e) 	
      The most recent condensed interim consolidated financial
      statements of First Majestic fully reflect accrued liabilities as at
      December 31, 2016 for all Taxes which were not yet then due and payable
      and for which Tax Returns were not yet then required to be filed.

	 	 	 
	 	(f) 	
      There are no agreements, waivers or other arrangements
      made by First Majestic or any of its subsidiaries providing for an
      extension of time with respect to any assessment or reassessment of Tax,
      the filing of any Tax Return or the payment of any Tax by First Majestic
      or any of its subsidiaries.

	 	 	 
	 	(g) 	
      First Majestic and each of its subsidiaries has withheld
      the amount of all Taxes and other deductions required under any applicable
      Laws to be withheld from each payment made by it and has paid all amounts
      withheld which are due and payable before the date hereof to the relevant
      taxing or other authority within the time prescribed under any applicable
      Laws.







- 59- 

	 	(h) 	
      There are no material Encumbrances for Taxes upon any
      properties or assets of First Majestic or any of its subsidiaries (other
      than Liens relating to Taxes not yet due and payable and for which
      adequate reserves have been recorded in the most recent condensed interim
      consolidated financial statements of First Majestic).

	 	 	 
	 	(i) 	
      For all transactions between First Majestic or any of its
      subsidiaries and any Person who is not resident in Canada for purposes of
      the ITA with whom First Majestic or its subsidiary, as the case may be,
      was not dealing at arm’s length for purposes of the ITA, First Majestic or
      the subsidiary, as the case may be, has made or obtained records or
      documents that meet the requirements of paragraphs 247(4)(a) to (c) of the
      ITA (or comparable provisions of any other applicable
  legislation).

	 	 	 
	 	(j) 	
      For the purposes of the ITA and any other relevant Tax
      purposes: (i) First Majestic is resident in Canada and is a taxable
      Canadian corporation; and (ii) each subsidiary of First Majestic is
      resident in the jurisdiction in which it was formed, and is not resident
      in any other country.

	 	 	 
	 	(k) 	
      None of Sections 78 or 80 to 80.04 of the ITA (or
      comparable provisions of any other applicable legislation) have applied to
      First Majestic or any of its subsidiaries, and there are no circumstances
      existing which could reasonably be expected to result in the application
      of Sections 78 or 80 to 80.04 of the ITA (or comparable provisions of any
      other applicable Laws) to First Majestic or any of its
  subsidiaries.

	 	 	 
	 	(l) 	
      Neither First Majestic or any of its subsidiaries is a
      party to or bound by any material Tax sharing agreement, Tax indemnity
      agreement, Tax allocation agreement or similar agreement. Neither First
      Majestic nor any of its subsidiaries has any material liability for the
      Taxes of any other Person under any applicable Laws, as a transferee or
      successor, by contract or otherwise.




	3.3 	
      Non-Waiver.



No investigations made by or on behalf of any of the Parties at
any time shall have the effect of waiving, diminishing the scope of or otherwise
affecting any representation or warranty made by any other Party herein or
pursuant hereto, unless disclosure of the fact at issue is expressly made in
writing to the other Party prior to the execution hereof and such disclosure
contains no material untrue statement. 

	3.4 	
      Survival.



For greater certainty, the representations and warranties of
Primero and First Majestic contained herein shall survive the execution and
delivery of this Agreement and shall terminate on the earlier of the termination
of this Agreement in accordance with its terms and the Effective Date. 




- 60- 

ARTICLE 4 
COVENANTS 

	4.1 	
      Covenants of Primero.




	 	(a) 	
      Primero covenants and agrees that, during the
      Pre-Effective Date Period, except with the consent of First Majestic to
      any deviation therefrom or with respect to any matter contemplated by this
      Agreement or the Plan of Arrangement or set forth in Schedule 4.1 of the
      Primero Disclosure Letter, Primero will, and will cause each of the
      Primero Subsidiaries to:




	 	(i) 	
      carry on the Business in the ordinary course
      substantially in accordance with the Primero Budget and use all
      commercially reasonable efforts to preserve intact its present business
      organization and keep available the services of its present officers and
      employees and others having business dealings with it and maintain the
      goodwill of Primero and the Primero Subsidiaries;

	 	 	 
	 	(ii) 	
      pay all ordinary course liabilities as they come due
      consistent with past practice including payment of any interest that may
      become due and payable on the Primero Debentures;

	 	 	 
	 	(iii) 	
      use commercially reasonable efforts to maintain and
      preserve each of the Primero Mineral Rights in good standing and to
      maintain, preserve and keep in good standing all of its rights under each
      of its Licenses;

	 	 	 
	 	(iv) 	
      not commence to undertake a substantial or unusual
      expansion of its business facilities or an expansion that is out of the
      ordinary course of business;

	 	 	 
	 	(v) 	
      not split, combine or reclassify any of its outstanding
      shares, nor declare or pay any dividends on or make any other
      distributions (in either case, in stock or property) on or in respect of
      its outstanding shares;

	 	 	 
	 	(vi) 	
      not amend its notice of articles or articles or other
      constating documents;

	 	 	 
	 	(vii) 	
      not take any action or commence any voluntary proceeding
      for the dissolution, liquidation, winding up, bankruptcy or reorganization
      of Primero or any Primero Subsidiary or for the appointment of any
      trustee, receiver, manager or other administrator for Primero or any
      Primero Subsidiary or adopt a plan of liquidation or resolutions providing
      for the liquidation or dissolution of Primero or any Primero
      Subsidiary;

	 	 	 
	 	(viii) 	
      not sell, pledge, encumber, allot, reserve, set aside or
      issue, authorize or propose or agree to the sale, pledge, encumbrance,
      allotment, reservation, setting aside or issuance of, or purchase or
      redeem or propose or agree to the purchase or redemption of, any shares or
      any class of securities convertible or exchangeable into, or rights,
      warrants or options to acquire, any such shares or other convertible
or exchangeable securities, except for (A) the issuance of Primero Shares
pursuant to the exercise of Primero Convertible Securities outstanding as of the
date hereof; or (B) the issuance of Primero Shares as required by agreements in
force and effect prior to the date hereof and disclosed in Schedule 3.1.2 of the
Primero Disclosure Letter; 







- 61- 

	 	(ix) 	
      not amend, vary or modify any of the Primero Convertible
      Securities Plans or any Primero Convertible Securities;

	 	 	 
	 	(x) 	
      not reorganize, amalgamate or merge with any other
      Person, nor acquire or agree to acquire by amalgamating, merging or
      consolidating with, purchasing substantially all of the assets of or
      otherwise, any business of any corporation, partnership, association or
      other business organization or division thereof;

	 	 	 
	 	(xi) 	
      not guarantee the payment of indebtedness by a third
      party or incur or repay any indebtedness for money borrowed prior to its
      maturity date or issue or sell any Debt Instruments;

	 	 	 
	 	(xii) 	
      except as required by Law or by the terms of the Employee
      Benefits in effect as of the date of this Agreement, not enter into or
      modify any employment, severance, collective bargaining or other Employee
      Benefits, policies or arrangements with, or grant any bonuses, salary
      increases, pension or supplemental pension benefits, profit sharing,
      retirement allowances, deferred compensation, incentive compensation,
      severance or termination pay to, or make any loan to, any officers,
      directors or employees of Primero or any of the Primero Subsidiaries;

	 	 	 
	 	(xiii) 	
      not, except in the ordinary course of business and
      substantially in accordance with the Primero Budget:




	 	(A) 	
      satisfy or settle any claims or liabilities prior to the
      same being due (except such as have been reserved against in its Annual
      Financial Statements) which are, individually or in the aggregate,
      material;

	 	 	 
	 	(B) 	
      grant any waiver, exercise any option or relinquish any
      contractual rights which are, individually or in the aggregate, material;
      or

	 	 	 
	 	(C) 	
      enter into any interest rate, currency or commodity swap
      or any other rate fixing agreement for a financial transaction or any call
      arrangement of any sort or any forward sale agreement for commodities or
      any other commodities hedging or speculation arrangement or off take or
      royalty agreement with respect to any commodities extracted from the
      Primero Mineral Rights;




	 	(xiv) 	
      not settle or compromise any claim, action, suit or
      proceeding brought by any present, former or purported holder of any of
      its securities in connection with the transactions
contemplated by this Agreement or the Arrangement or otherwise;







- 62- 

	 	(xv) 	
      comply in all material respects with the terms of all
      Primero Material Agreements;

	 	 	 
	 	(xvi) 	
      not enter into any Primero Material Agreement or amend,
      modify, relinquish, terminate or fail to renew in any material respect any
      Primero Material Agreement;

	 	 	 
	 	(xvii) 	
      not acquire or sell, pledge or otherwise dispose of or
      make subject to any Encumbrance (other than a Permitted Encumbrance) any
      material property or assets;

	 	 	 
	 	(xviii) 	
      not incur or commit to incur any expenses or capital
      expenditures except in substantial compliance with the Primero Budget;

	 	 	 
	 	(xix) 	
      use commercially reasonable efforts to cause its current
      insurance (or re- insurance) policies not to be cancelled or terminated or
      any of the coverage thereunder to lapse;

	 	 	 
	 	(xx) 	
      use commercially reasonable efforts to retain the
      services of Primero’s and the Primero Subsidiaries’ existing employees and
      consultants until the Effective Time, and will promptly provide written
      notice to First Majestic of the resignation or termination of any of its
      key employees or consultants;

	 	 	 
	 	(xxi) 	
      not make any changes to existing accounting practices,
      except as required by applicable Laws or IFRS;

	 	 	 
	 	(xxii) 	
      promptly advise First Majestic orally and, if then
      requested, in writing, with the full particulars of any:




	 	(A) 	
      event occurring subsequent to the date of this Agreement
      that would render any representation or warranty of Primero contained in
      this Agreement (except any such representation or warranty which speaks as
      of a date prior to the date of this Agreement), if made on or as of the
      date of such event or the Effective Date, untrue or inaccurate in any
      material respect;

	 	 	 
	 	(B) 	
      Material Adverse Change in respect of Primero; and

	 	 	 
	 	(C) 	
      breach by Primero of any material covenant or agreement
      contained in this Agreement.




	 	(b) 	
      Primero covenants and agrees that, during the
      Pre-Effective Date Period, Primero will, and will cause each of the
      Primero Subsidiaries to consult through meetings with First Majestic, as
      First Majestic may reasonably request, to allow
  First Majestic to monitor, and provide input
with respect to the direction and control of the Business provided, for greater
certainty, that First Majestic acknowledges and agrees that any input First
Majestic provides pursuant to this Section 4.1(b) is advisory in nature and does
not create an obligation on Primero to take any action suggested by First
Majestic. 







- 63- 

	 	(c) 	
      Primero shall perform all obligations required to be
      performed by it under this Agreement and shall do all such other acts and
      things as may be necessary in order to consummate and make effective, as
      soon as reasonably practicable, the transactions contemplated in this
      Agreement and without limiting the generality of the foregoing, Primero
      shall:




	 	(i) 	
      use commercially reasonable efforts to obtain, on or
      before the Effective Date, all Regulatory Approvals required by
      Governmental Entities for Primero or the Primero Subsidiaries and to
      obtain and assist First Majestic in obtaining the Antitrust Clearance; and
      without limiting the generality of the foregoing, Primero shall use
      commercially reasonable efforts to satisfy, as soon as reasonably
      possible, any requests for information and documentation received from
      First Majestic or any Governmental Entity in respect of the Antitrust
      Filing and shall coordinate and cooperate with First Majestic in
      exchanging information and supplying assistance that is reasonably
      requested by First Majestic in connection with the Antitrust
  Filing;

	 	 	 
	 	(ii) 	
      carry out the terms of the Interim Order and Final Order
      applicable to it and use commercially reasonable efforts to comply
      promptly with all requirements which applicable Laws may impose on Primero
      with respect to the transactions contemplated hereby and by the
      Arrangement;

	 	 	 
	 	(iii) 	
      use commercially reasonable efforts to defend all
      lawsuits or other legal, regulatory or other proceedings challenging or
      affecting this Agreement or the consummation of the transactions
      contemplated hereby;

	 	 	 
	 	(iv) 	
      use commercially reasonable efforts to have lifted or
      rescinded any injunction or restraining order or other order relating to
      it which may adversely affect the ability of the Parties to consummate the
      transactions contemplated hereby;

	 	 	 
	 	(v) 	
      on or before the Effective Date, effect all necessary
      registrations, filings, notices and submissions of information required by
      Governmental Entities from Primero or the Primero Subsidiaries relating to
      the transactions contemplated hereby;

	 	 	 
	 	(vi) 	
      in connection with the Arrangement and other transactions
      contemplated hereby, use commercially reasonable efforts to obtain, before
      the Effective Date, all waivers, consents and approvals required to be
      obtained by Primero or the Primero Subsidiaries
from other parties pursuant to the Primero Material Agreements;







- 64- 

	 	(vii) 	
      use commercially reasonable efforts to cause Martin
      Aguilar Villasenor and Cuauhtemoc Federico Simental Loera to enter into
      agreements in a form satisfactory to First Majestic, to transfer the
      shares which each of them owns in each of the Primero Subsidiaries to such
      Person as First Majestic may direct, effective as of the Effective Time,
      for a purchase price of $1.00 or complete such transfer through any other
      lawful transfer option provided by Mexican Laws, such as donation or
      assignment, as determined by First Majestic, acting reasonably;

	 	 	 
	 	(viii) 	
      use all reasonable efforts to obtain, on or before the
      Effective Date, written resignations effective as at the Effective Time,
      from all directors, administrators and officers of Primero and each of the
      Primero Subsidiaries, such resignations to be subject to obtaining the
      mutual releases provided for in Section 4.7(c); and

	 	 	 
	 	(ix) 	
      use all reasonable commercial efforts to satisfy all
      conditions precedent set forth in Section 5.1 and Section 5.2 of this
      Agreement.




	 	(d) 	
      In the event that First Majestic concludes that it is
      necessary or desirable to proceed with another form of transaction (such
      as a formal take-over bid or amalgamation) whereby First Majestic or its
      affiliates would effectively acquire all of the Primero Shares within
      approximately the same time periods and on the same economic terms and
      other terms and conditions (including tax treatment) and having
      consequences to Primero and the Primero Shareholders which are equivalent
      to or better than those contemplated by this Agreement (an “Alternative
      Transaction”), Primero agrees to support the completion of such
      Alternative Transaction in the same manner as the Arrangement and shall
      otherwise fulfill its covenants contained in this Agreement in respect of
      such Alternative Transaction. In the event of any proposed Alternative
      Transaction, any reference in this Agreement to the Arrangement shall
      refer to the Alternative Transaction to the extent applicable, all terms,
      covenants, representations and warranties of this Agreement shall be and
      shall be deemed to have been made in the context of the Alternative
      Transaction and all references to time periods regarding the Arrangement,
      including the Effective Time, herein shall refer to the date of closing of
      the transactions contemplated by the Alternative Transaction (as such date
      may be extended from time to time).




	4.2 	
      Covenants of First
Majestic.



First Majestic hereby covenants and agrees:

	 	(a) 	
      to perform all obligations required to be performed by it
      under this Agreement and to do all such other acts and things as may be
      necessary or desirable in order to consummate and make effective, as soon
      as reasonably practicable, the transactions contemplated by this
Agreement and, without limiting the generality of the foregoing, to:







- 65- 

	 	(i) 	
      use commercially reasonable efforts to obtain, on or
      before the Effective Date, all Regulatory Approvals, including the
      Antitrust Clearance, required by Governmental Entities for First Majestic
      or the First Majestic Material Subsidiaries and prepare and file the
      Antitrust Filing within 20 Business Days of the execution of this
      Agreement. First Majestic shall use commercially reasonable efforts to
      satisfy, as soon as reasonably possible, all requests for additional
      information and documentation requested by any Governmental Entity in
      respect of the Antitrust Filing and coordinate and cooperate with Primero
      in exchanging information, including providing Primero with copies in
      advance and reasonable opportunity to comment on all notices, submissions,
      filings and information supplied to or filed with a Governmental Entity in
      respect of the Antitrust Filing (except for notices and information which
      First Majestic considers confidential and competitively sensitive);

	 	 	 
	 	(ii) 	
      use commercially reasonable efforts to have lifted or
      rescinded any injunction or restraining order or other order relating to
      First Majestic which may adversely affect the ability of First Majestic to
      consummate the transactions contemplated hereby;

	 	 	 
	 	(iii) 	
      on or before the Effective Date, effect all necessary
      registrations, filings and submissions of information required by
      Governmental Entities from First Majestic or the First Majestic Material
      Subsidiaries relating to the transactions contemplated herein;

	 	 	 
	 	(iv) 	
      on or before the Effective Date reserve a sufficient
      number of First Majestic Shares for issuance upon the completion of the
      Arrangement, the exercise from time to time of Replacement Options and the
      exercise from time to time of Primero Warrants; and

	 	 	 
	 	(v) 	
      use commercially reasonable efforts to satisfy all
      conditions precedent set forth in Section 5.1 and Section 5.3 of this
      Agreement;




	 	(b) 	
      carry out the terms of the Interim Order and Final Order
      applicable to it and use commercially reasonable efforts to comply
      promptly with all requirements which applicable Laws may impose on First
      Majestic with respect to the transactions contemplated hereby and by the
      Arrangement;

	 	 	 
	 	(c) 	
      in connection with the consummation of the transactions
      contemplated hereby and by the Arrangement, to use commercially reasonable
      efforts to obtain, before the Effective Date, all necessary waivers,
      consents and approvals required to be obtained by First Majestic or the
      First Majestic Subsidiaries from other parties to the First Majestic
      Material Agreements to which it or they may be a party;
  and







- 66- 

	 	(d) 	
      until the Effective Date or the earlier termination of
      this Agreement in accordance with Article 6, except (i) with the consent
      of Primero to any deviation therefrom which shall not be unreasonably
      withheld; or (ii) with respect to any matter contemplated by this
      Agreement or the Plan of Arrangement, First Majestic
  will:




	 	(i) 	
      not reorganize, amalgamate or merge First Majestic with
      any other Person, nor acquire or agree to acquire by amalgamating, merging
      or consolidating with, purchasing a majority of the voting securities of
      or substantially all of the assets of or otherwise, any business or Person
      which acquisition would reasonably be expected to materially delay the
      transactions contemplated hereby; and

	 	 	 
	 	(ii) 	
      promptly advise Primero orally and, if then requested, in
      writing with the full particulars of any:




	 	(A) 	
      event occurring subsequent to the date of this Agreement
      that would render any representation or warranty of First Majestic
      contained in this Agreement (except any such representation or warranty
      which speaks as of a date prior to the occurrence of such event), if made
      on or as of the date of such event or the Effective Date, untrue or
      inaccurate in any material respect;

	 	 	 
	 	(B) 	
      Material Adverse Change in respect of First Majestic;
      or

	 	 	 
	 	(C) 	
      breach by First Majestic of any material covenant or
      agreement contained in this Agreement.




	4.3 	
      Covenants Regarding
  Non-Solicitation.




	 	(a) 	
      Except as provided in this Agreement, Primero shall not,
      and shall cause its Representatives to not, directly or indirectly:




	 	(i) 	
      make, initiate, solicit, encourage or otherwise knowingly
      facilitate (including by way of furnishing information or according access
      to information or any site visit) any inquiry, expression of interest,
      proposal or offer that constitutes an Acquisition Proposal or that could
      reasonably be expected to lead to an Acquisition Proposal;

	 	 	 
	 	(ii) 	
      participate in any discussions or negotiations with any
      Person (other than First Majestic and its affiliates) regarding an
      Acquisition Proposal or that could reasonably be expected to lead to an
      Acquisition Proposal;

	 	 	 
	 	(iii) 	
      effect a Change of Recommendation; or

	 	 	 
	 	(iv) 	
      accept, enter into, or propose publicly to accept or
      enter into, any letter of intent, memorandum of understanding, term sheet,
      agreement in principle, agreement, arrangement or understanding related to
      any Acquisition Proposal (except as permitted by Section
    4.4).







- 67- 

Notwithstanding anything to the
contrary contained in this Section 4.3, in the event that Primero receives a
written Acquisition Proposal from any Person after the date hereof and prior to
the Primero Shareholder Meeting that was not solicited by Primero and that did
not otherwise result from a breach of this Section 4.3, and subject to Primero’s
compliance with Section 4.3(d), Primero and its Representatives may (i) contact
such Person to clarify the terms and conditions of such Acquisition Proposal,
(ii) furnish information with respect to it to such Person pursuant to an
Acceptable Confidentiality Agreement, provided that (A) Primero provides a copy
of such Acceptable Confidentiality Agreement to First Majestic promptly upon its
execution and (B) Primero contemporaneously provides to First Majestic a list of
all non-public information concerning Primero that is provided to such Person
and provides to First Majestic copies of any such non-public information which
was not previously provided to First Majestic or its Representatives, and (iii)
participate in any discussions or negotiations regarding such Acquisition
Proposal; provided, however, that, prior to taking any action described in
clauses (ii) or (iii) above, the Primero Board determines in good faith, after
consultation with its financial advisors and outside legal counsel, that such
Acquisition Proposal could reasonably be expected to lead to a Superior Proposal
and failure to take such action would be inconsistent with its fiduciary duties
under applicable Laws.

	 	(b) 	
      Primero shall, and shall cause its Representatives to,
      immediately cease and cause to be terminated any solicitation,
      encouragement, discussion, negotiation or other communications with any
      Person (other than First Majestic and its Representatives) conducted
      heretofore by Primero or any of its Representatives with respect to, or
      which may reasonably be expected to lead to, an Acquisition Proposal. To
      the extent it has not already done so, Primero shall immediately
      discontinue or deny access to all parties other than First Majestic and
      its Representatives to any and all data rooms which may have been opened.
      Primero shall promptly request the return or destruction of all
      confidential non-public information provided to any third parties (other
      than First Majestic and its Representatives) who have entered into a
      confidentiality agreement with Primero relating to a potential Acquisition
      Proposal, shall use all reasonable commercial efforts to ensure that such
      requests are honoured to the extent Primero is entitled to do so under
      such confidentiality agreements.

	 	 	 
	 	(c) 	
      Primero represents and warrants that it has not waived
      any confidentiality, standstill or similar agreement or restriction to
      which Primero or a Primero Subsidiary is a party, except to permit
      submissions of expressions of interest prior to the date hereof pursuant
      to the Primero Strategic Process and Primero covenants and agrees that it
      shall:




	 	(i) 	
      not release any Persons from, or terminate, amend,
      suspend, modify, or waive any obligation of any other Person under any
      confidentiality or standstill agreement;
and







- 68- 

	 	(ii) 	
      promptly and diligently enforce all standstill,
      non-disclosure, non- disturbance, non-solicitation and similar covenants
      of any other Person in any letter of intent, memorandum of understanding,
      term sheet, agreement in principle, agreement, arrangement or
      understanding that it has entered into prior to the date hereof or enters
      into after the date hereof.




	 	(d) 	
      Primero shall promptly (and, in any event, within 24
      hours of receipt) notify First Majestic, at first orally and then in
      writing, of receipt by Primero or any Primero Subsidiary or any of their
      respective Representatives of any Acquisition Proposal (whether or not in
      writing) or any enquiry that may reasonably be expected to lead to an
      Acquisition Proposal, or any amendments to the foregoing, or any request
      for information relating to Primero in connection with an Acquisition
      Proposal or for access to the properties, books or records of Primero by
      any Person that informs Primero or its Representatives that it is
      considering making, or has made, a proposal that constitutes, or may
      reasonably be expected to lead to an Acquisition Proposal. Such notice
      shall include a description of the material terms and conditions of any
      proposal and the identity of the Person making such proposal, enquiry or
      contact, and a copy of any written form of Acquisition Proposal and any
      other documents representing such Acquisition Proposal. Primero
    shall:




	 	(i) 	
      keep First Majestic fully informed of the status
      including any change to the material terms of any such Acquisition
      Proposal or enquiry; and

	 	 	 
	 	(ii) 	
      provide to First Majestic as soon as practicable after
      receipt or delivery thereof with copies of all correspondence and other
      written material sent or provided to Primero from any Person in connection
      with any Acquisition Proposal or sent or provided by Primero to any Person
      in connection with any Acquisition Proposal.




	 	(e) 	
      Primero shall ensure that its Representatives are aware
      of the provisions of this Section 4.3, and it shall be responsible for any
      breach of this Section 4.3 by any such
Representatives.




	4.4 	
      Notice by Primero of Superior Proposal
      Determination.




	 	(a) 	
      Notwithstanding Section 4.3 Primero may accept, approve,
      recommend or enter into any agreement, understanding or arrangement in
      respect of an Acquisition Proposal if, and only if:




	 	(i) 	
      the Person making such Acquisition Proposal was not
      restricted from making such Acquisition Proposal pursuant to an existing
      standstill or similar restriction;

	 	 	 
	 	(ii) 	
      Primero shall have complied with all of its other
      obligations under Section 4.3;

	 	 	 
	 	(iii) 	
      such Acquisition Proposal constitutes a Superior
      Proposal;







- 69- 

	 	(iv) 	
      the Primero Shareholder Meeting has not
  occurred;

	 	 	 
	 	(v) 	
      Primero has provided First Majestic
  with:




	 	(A) 	
      a copy of the proposed definitive agreement for such
      Superior Proposal and any other documents representing the Superior
      Proposal; and

	 	 	 
	 	(B) 	
      written notice advising First Majestic of the
      determination of the Primero Board that the Acquisition Proposal is a
      Superior Proposal and that the Primero Board has resolved, subject only to
      compliance with this Section 4.4 and termination of this Agreement, to
      accept, approve, recommend or enter into an agreement in respect of such
      Superior Proposal;




	 	(vi) 	
      five Business Days shall have elapsed from the date First
      Majestic received the documentation referred to in Section 4.4(a)(v) (the
      “Match Period”); and

	 	 	 
	 	(vii) 	
      Primero has previously or concurrently will
  have:




	 	(A) 	
      paid to First Majestic the Termination Payment, if any,
      payable under Section 6.3; and

	 	 	 
	 	(B) 	
      terminated this Agreement pursuant to Section
  6.2.




	 	(b) 	
      Any information provided by Primero to First Majestic
      pursuant to this Section 4.4 or pursuant to Section 4.3 shall be subject
      to the provisions of the Confidentiality Agreement.

	 	 	 
	 	(c) 	
      During the Match Period, Primero agrees that First
      Majestic shall have the right, but not the obligation, to offer to amend
      the terms of this Agreement and Primero shall co-operate with First
      Majestic with respect thereto, including negotiating in good faith with
      First Majestic during the Match Period. The Primero Board will review in
      good faith any offer by First Majestic to amend the terms of this
      Agreement in order to determine, in consultation with its financial
      advisors and outside legal counsel, whether First Majestic’s offer upon
      acceptance by Primero would result in such Acquisition Proposal ceasing to
      be a Superior Proposal. Primero agrees that, subject to its disclosure
      obligations under applicable Securities Laws, the fact of the making of,
      and each of the terms of, any such proposed amendments shall be kept
      strictly confidential and shall not be disclosed to any Person (including
      without limitation, the Person having made the Superior Proposal), other
      than Primero’s Representatives, without First Majestic’s prior written
      consent. If the Primero Board determines that such Acquisition Proposal
      would cease to be a Superior Proposal as a result of the amendments
      proposed by First Majestic, Primero will forthwith so advise First
      Majestic and will promptly thereafter accept the offer by First Majestic
      to amend the terms of this Agreement and the Arrangement and the Parties
      agree to take such actions and execute such documents as are necessary to give
effect to the foregoing. Primero will, within two Business Days of entering into
such amendment, reaffirm its recommendation of the Arrangement and issue a press
release to that effect. If the Primero Board continues to believe, in good faith
and after consultation with financial advisors and outside legal counsel, that
such Acquisition Proposal remains a Superior Proposal and therefore rejects
First Majestic’s amended proposal, Primero may terminate this Agreement pursuant
to Section 6.2(a)(iv) . 







- 70- 

	 	(d) 	
      The Primero Board shall reaffirm its recommendation of
      the Arrangement by press release: (i) promptly after any Acquisition
      Proposal (which is determined not to be a Superior Proposal) is publicly
      announced or made; or (ii) promptly after the Primero Board determines
      that a proposed amendment to the provisions of this Agreement would result
      in the Acquisition Proposal not being a Superior Proposal. First Majestic
      and its legal advisors shall be given a reasonable opportunity to review
      and comment on the form and content of any such press release and Primero
      shall incorporate all reasonable comments made by First Majestic and its
      legal advisors.

	 	 	 
	 	(e) 	
      If, less than six Business Days before the Primero
      Shareholder Meeting, Primero has provided First Majestic with a notice
      under Section 4.4(a)(v), an Acquisition Proposal has been publicly
      disclosed or announced and the Match Period has not elapsed, then, subject
      to applicable Laws, at First Majestic’s request, Primero will postpone or
      adjourn the Primero Shareholder Meeting to a date acceptable to First
      Majestic and Primero, acting reasonably, which shall not be less than six
      Business Days and not more than 12 Business Days after the scheduled date
      of the Primero Shareholder Meeting and shall, in the event that First
      Majestic and Primero amend the terms of this Agreement pursuant to this
      Section 4.4, ensure that the details of such amended Agreement are
      communicated to the Primero Shareholders at or prior to the resumption of
      the adjourned Primero Shareholder Meeting.

	 	 	 
	 	(f) 	
      Primero acknowledges and agrees that each successive
      modification to any material terms or conditions of any Acquisition
      Proposal or that results in an increase in or modification of the
      consideration (or value of such consideration) to be received by Primero
      or the Primero Shareholders or which otherwise results in the Primero
      Board determining that such Acquisition Proposal is a Superior Proposal
      shall constitute a new Acquisition Proposal for purposes of the
      requirement under Section 4.4(a)(vi) to initiate an additional five
      Business Day Match Period.

	 	 	 
	 	(g) 	
      Nothing contained in this Section 4.4 shall prohibit the
      Primero Board from:




	 	(i) 	
      responding through a directors’ circular or otherwise as
      required by Law to an Acquisition Proposal that it determines is not a
      Superior Proposal; or

	 	 	 
	 	(ii) 	
      calling and/or holding a meeting of Primero Shareholders
      requisitioned by Primero Shareholders in accordance with the Business
      Corporations Act or taking any other action with
respect to an Acquisition Proposal to the extent ordered or otherwise mandated
by a court of competent jurisdiction in accordance with Law.







- 71- 

	4.5 	
      Access to Information.



Subject to the terms of the Confidentiality Agreement and
applicable Laws, upon reasonable notice, Primero shall afford First Majestic’s
Representatives access, during normal business hours in the Interim Period to
such properties, books, contracts and records and other documents, information
or data relating to Primero and the Primero Subsidiaries which First Majestic or
its Representatives deem necessary or advisable to review in making an
examination of Primero, the Primero Subsidiaries and the Business, as well as to
its management personnel, and, during such period, Primero shall furnish to
First Majestic all information concerning Primero, the Primero Subsidiaries and
their respective Business, properties and personnel as First Majestic or its
Representatives may reasonably request.

	4.6 	
      Covenant Regarding Representations and
      Warranties.



Each of Primero and First Majestic covenants that it will use
commercially reasonable efforts to ensure that the representations and
warranties given by it and contained in Article 3 are true and correct on and as
at the Effective Date (except as affected by transactions contemplated or
permitted by this Agreement or otherwise consented to by the other Party) or if
not true, do not have a Material Adverse Effect on such Party. 

	4.7 	
      Indemnification, Insurance and Mutual
    Releases.




	 	(a) 	
      First Majestic hereby covenants and agrees that, unless
      prohibited by applicable Laws, all rights to indemnification or
      exculpation in favour of the current and former directors and officers of
      Primero and any Primero Subsidiary provided in the current articles or
      by-laws (or the equivalent) of Primero or any Primero Subsidiary, or in
      any agreement to the extent disclosed in Schedule 4.7 to the Primero
      Disclosure Letter, and any directors’ and officers’ insurance now existing
      in favour of the directors or officers of Primero and any Primero
      Subsidiary shall survive the completion of the Arrangement (or be replaced
      with substantially equivalent coverage from another provider of at least
      equivalent standing to the current provider) and shall continue in full
      force and effect (either directly or via run-off insurance or insurance
      provided by an alternative provider of at least equivalent standing to the
      current provider) for a period of not less than six years from the
      Effective Date and First Majestic undertakes to ensure that this covenant
      shall remain binding upon its successors and assigns. First Majestic
      acknowledges that Primero may purchase run-off directors’ and officers’
      liability insurance, at a cost not exceeding 200% of Primero’s current
      annual aggregate premium for directors’ and officers’ liability policies
      currently maintained by Primero, providing coverage for a period of up to
      six years from the Effective Date with respect to claims arising from or
      related to facts or events which occur on or prior to the Effective
      Date.







- 72- 

	 	(b) 	
      Primero shall act as agent and trustee of the benefits of
      the foregoing for its directors and officers and those of the Primero
      Subsidiaries for the purpose of this Section 4.7 and this Section 4.7
      shall survive the execution and delivery of this Agreement and the
      completion of the Arrangement and shall be enforceable against First
      Majestic by the Persons described in Section 4.7(a) hereof.

	 	 	 
	 	(c) 	
      First Majestic and Primero shall use commercially
      reasonable efforts to enter into a mutual release on or before the
      Effective Date with each director and officer of Primero and each of the
      Primero Subsidiaries, each such release to be effective as at the
      Effective Time and in a form acceptable to First Majestic and Primero,
      acting reasonably.




	4.8 	
      Pre-Acquisition
Reorganizations.




	 	(a) 	
      Primero will use commercially reasonable efforts to
      effect such reorganization of its business, operations, subsidiaries and
      assets or such other transactions (each, a “Pre-Acquisition
      Reorganization”) as First Majestic may reasonably request prior to the
      Effective Date, and the Arrangement, if required, will be modified
      accordingly; provided, however, that Primero need not effect a
      Pre-Acquisition Reorganization which would impede or materially delay the
      consummation of the Arrangement.

	 	 	 
	 	(b) 	
      Without limiting the foregoing and other than as set
      forth in paragraph (a) above, First Majestic will use its commercially
      reasonable efforts to obtain all necessary consents, approvals or waivers
      from any persons to effect each Pre-Acquisition Reorganization, and
      Primero will cooperate with First Majestic in structuring, planning and
      implementing any such Pre-Acquisition Reorganization. First Majestic must
      provide written notice to Primero of any proposed Pre-Acquisition
      Reorganization at least fifteen Business Days prior to the date of the
      Primero Shareholder Meeting. In addition:




	 	(i) 	
      any Pre-Acquisition Reorganization will not become
      effective unless the Parties will have confirmed in writing the
      satisfaction or waiver of all conditions in their favour set forth in
      Article 5 and will have confirmed in writing that they are prepared to
      promptly and without condition proceed to effect the
Arrangement;

	 	 	 
	 	(ii) 	
      any Pre-Acquisition Reorganization will be effective as
      close as reasonably practical to the Effective Date and, in any event,
      after all Regulatory Approvals are obtained;

	 	 	 
	 	(iii) 	
      any Pre-Acquisition Reorganization will not prejudice
      Primero or the Primero Shareholders in any material respect;

	 	 	 
	 	(iv) 	
      any Pre-Acquisition Reorganization will not require
      Primero to obtain the approval of the Primero Shareholders or the Primero
      Debentureholders;







- 73- 

	 	(v) 	
      unless the Parties otherwise agree, any Pre-Acquisition
      Reorganization will not require any filings with, notifications to or
      approvals of any Governmental Authority or third party;

	 	 	 
	 	(vi) 	
      any Pre-Acquisition Reorganization will not require
      Primero to contravene any applicable Laws, its organizational documents or
      any Primero Material Agreement; and

	 	 	 
	 	(vii) 	
      Primero will not be obligated to take any action that
      could result in any Taxes being imposed on, or any adverse Tax or other
      consequences to, any Primero Shareholder or holder of Primero Convertible
      Securities greater than the Taxes or more onerous than the other
      consequences to such party in connection with the consummation of the
      Arrangement in the absence of any Pre-Acquisition
  Reorganization.




	 	(c) 	
      Primero and First Majestic acknowledge and agree that the
      planning for and implementation of any Pre-Acquisition Reorganization will
      not be considered a breach of any covenant under this Agreement and will
      not be considered in determining whether a representation or warranty of
      Primero hereunder has been breached (including where any such
      Pre-Acquisition Reorganization requires the consent of any third party
      under contract). First Majestic and Primero will work cooperatively and
      use commercially reasonable efforts to prepare prior to the Effective Time
      all documentation necessary and do such other acts and things as are
      necessary to give effect to such Pre-Acquisition Reorganization. For
      greater certainty, Primero will not be liable for the failure of First
      Majestic to benefit from any anticipated Tax efficiency as a result of a
      Pre-Acquisition Reorganization.

	 	 	 
	 	(d) 	
      First Majestic agrees that it will be responsible for all
      costs and expenses associated with any Pre-Acquisition Reorganization to
      be carried out at its request and shall indemnify and save harmless
      Primero and its affiliates from and against any and all liabilities,
      losses, damages, claims, costs, expenses, interest awards, judgements and
      penalties suffered or incurred by any of them in connection with or as a
      result of any such Pre-Acquisition Reorganization (including in respect of
      any reversal, modification or termination of a Pre-Acquisition
      Reorganization).




	4.9 	
      Convertible
Debentures.




	 	(a) 	
      Primero shall use commercially reasonable efforts to
      obtain, prior to the Effective Date, the approval of the Primero
      Debentureholders to the Primero Debentureholder Resolution.

	 	 	 
	 	(b) 	
      Primero shall call and hold the Primero Debentureholder
      Meeting and prepare the Debentureholder Circular in accordance with its
      obligations regarding the Primero Shareholder Meeting and Shareholder
      Circular in Sections 2.3 and 2.4, mutatis mutandis including, for
      greater certainty soliciting proxies from Primero Debentureholders in
      connection with the Primero Debenture Meeting
and disclosing to the Primero
Debentureholders that the Primero Board has determined that the Debentureholder
Proposal is fair to the Primero Debentureholders and recommending that the
Primero Debentureholders vote in favour of the Primero Debentureholder
Resolution, with the exception that: 







- 74- 

	 	(i) 	
      the Primero Debentureholder Meeting shall not form part
      of the Plan of Arrangement or the Interim Order;

	 	 	 
	 	(ii) 	
      the Primero Debentureholder Meeting shall occur
      immediately following the Primero Shareholder Meeting; and

	 	 	 
	 	(iii) 	
      the Primero Debentureholder Meeting shall be convened and
      conducted in accordance with the Primero
Indenture.




	 	(c) 	
      First Majestic hereby covenants that, to the extent that
      any Primero Debentures remain outstanding following the Effective Time, it
      shall comply with, or cause Primero to comply with, as applicable, the
      terms and provisions of the Primero Indenture.




	4.10 	
      Assistance with First Majestic
      Financing.



Primero shall, and shall cause each of the Primero
Subsidiaries to, provide such cooperation to First Majestic as First Majestic
may reasonably request in connection with the First Majestic Financing (provided
that such request is made on reasonable notice, including (and subject to the
foregoing), as so requested: 

	 	(a) 	
      reasonably cooperating with the marketing efforts of
      First Majestic and participating (and use reasonable commercial efforts to
      cause members of senior management of Primero to participate) in a
      reasonable number of meetings with actual or prospective investors, road
      shows, due diligence sessions, drafting sessions and sessions with rating
      agencies in connection with the First Majestic Financing;

	 	 	 
	 	(b) 	
      using commercially reasonable efforts to obtain customary
      auditors’ consents and comfort letters (including “negative assurance”
      comfort), including, for the avoidance of doubt, any customary letters
      from Primero’s auditors, as reasonably requested by First Majestic as
      necessary and customary (including, without limitation, any offering of
      debt securities pursuant to the exemption from the registration
      requirements of the U.S. Securities Act provided by Rule 144A thereunder
      or under another exemption therefrom);

	 	 	 
	 	(c) 	
      assisting First Majestic in the preparation of any
      offering documents, private placement memoranda, bank information
      memoranda and similar documents; and

	 	 	 
	 	(d) 	
      obtaining customary authorization and representation
      letters requested by financing sources for the First Majestic Financing,
      which authorization letter, in part, authorizes the distribution of
      information to prospective lenders or
investors.







- 75- 

ARTICLE 5 
CONDITIONS 

	5.1 	
      Mutual Conditions
Precedent.



The respective obligations of the Parties to complete the
transactions contemplated by this Agreement shall be subject to the
satisfaction, on or before the Effective Date, of the following conditions
precedent, each of which may only be waived by the mutual consent of First
Majestic and Primero: 

	 	(a) 	
      the Arrangement Resolution shall have been approved by
      the Primero Shareholders at the Primero Shareholder Meeting in accordance
      with the Interim Order and applicable Laws;

	 	 	 
	 	(b) 	
      the Interim Order and the Final Order shall each have
      been obtained in form and terms satisfactory to each of Primero and First
      Majestic, acting reasonably, and shall not have been set aside or modified
      in a manner unacceptable to either Party, acting reasonably, on appeal or
      otherwise;

	 	 	 
	 	(c) 	
      no Law is in effect that makes the consummation of the
      Arrangement illegal or otherwise prohibits or enjoins Primero or First
      Majestic from consummating the Arrangement;

	 	 	 
	 	(d) 	
      the Consideration Shares, the First Majestic Shares
      issuable upon exercise of the Replacement Options from time to time, the
      First Majestic Shares issuable upon exercise of the Primero Warrants from
      time to time and the First Majestic Shares issuable upon conversion of the
      Primero Debentures from time to time, shall have been authorized for
      listing on the TSX and the NYSE, subject to official notice of issuance,
      provided that First Majestic shall not be required to obtain any such
      authorization in connection with the First Majestic Shares issuable upon
      conversion of the Primero Debentures in the event the Debentureholders’
      Resolution is approved at the Debentureholder Meeting;

	 	 	 
	 	(e) 	
      the issuance of the Consideration Shares and the
      Replacement Options will be exempt from the registration requirements of
      the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption, and
      such securities shall not be subject to hold periods under the Securities
      Laws in Canada or the U.S. Securities Act, except as may be imposed by
      Rule 144 under the U.S. Securities Act or except as disclosed in the
      Shareholder Circular, or except by reason of the existence of any
      controlling interest in First Majestic pursuant to the Securities Laws of
      any applicable jurisdiction; and

	 	 	 
	 	(f) 	
      the Antitrust Clearance shall have been
  obtained.




	5.2 	
      Additional Conditions Precedent to the Obligations of
      First Majestic.



The obligations of First Majestic to complete the transactions
contemplated by this Agreement shall also be subject to the satisfaction, on or
before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive
benefit of First Majestic and may be waived by First Majestic):  




- 76- 

	 	(a) 	
      all covenants and agreements of Primero under this
      Agreement to be performed or observed on or before the Effective Date
      shall have been duly performed and observed by Primero in all material
      respects and First Majestic shall have received a certificate of Primero
      addressed to First Majestic and dated the Effective Date, signed on behalf
      of Primero by two directors or senior executive officers of Primero,
      confirming the same as at the Effective Date;

	 	 	 
	 	(b) 	
      (i) the representations and warranties of Primero in
      Sections 3.1.1, 3.1.2, 3.1.3, and 3.1.4 shall be true and correct in all
      material respects as of the date of this Agreement and as of the Effective
      Date as if made on and as of such date (except to the extent such
      representations and warranties speak as of a specified date which is
      earlier than the date of this Agreement, in which event such
      representations and warranties shall be true and correct in all respects
      as of such earlier specified date, or except as affected by transactions
      contemplated or permitted by this Agreement or otherwise consented to by
      First Majestic); and (ii) the representations and warranties of Primero
      set forth in Section 3.1 (other than those referenced in clause (i) above)
      shall be true and correct in all material respects (it being understood
      that, for the purposes of determining the accuracy of such representations
      and warranties, all “Material Adverse Effect” qualifications and other
      materiality qualifications contained in such representations and
      warranties shall be disregarded) as of the date of this Agreement and as
      of the Effective Date as if made on and as of such date (except to the
      extent such representations and warranties speak as of a specified date
      which is earlier than the date of this Agreement, in which event such
      representations and warranties shall be true and correct in all material
      respects as of such earlier specified date, or except as affected by
      transactions contemplated or permitted by this Agreement or otherwise
      consented to by First Majestic), except where any failure or failures of
      such representations and warranties referenced in this clause (ii) to be
      so true and correct would not, individually or in the aggregate,
      reasonably be expected to result in a Material Adverse Effect on Primero,
      and First Majestic shall have received a certificate of Primero addressed
      to First Majestic and dated the Effective Date, signed on behalf of
      Primero by two directors or senior executive officers of Primero,
      confirming the same as at the Effective Date;

	 	 	 
	 	(c) 	
      between the date hereof and the Effective Date, there
      shall not have occurred a Material Adverse Change to Primero;

	 	 	 
	 	(d) 	
      holders of more than 10% of the issued and outstanding
      Primero Shares shall not have exercised the Dissent Rights in respect of
      the Arrangement;

	 	 	 
	 	(e) 	
      there shall not be pending or threatened any suit, action
      or proceeding by any Governmental Entity, in each case that has a
      reasonable likelihood of success:







- 77- 

	 	(i) 	
      seeking to restrain or prohibit the consummation of the
      Plan of Arrangement or any of the transactions contemplated by this
      Agreement or seeking to obtain from any of the Parties any damages that
      are material in relation to Primero;

	 	 	 
	 	(ii) 	
      seeking to prohibit or materially limit the ownership or
      operation by First Majestic or any of the First Majestic Material
      Subsidiaries of any material portion of the business or assets of Primero
      or any Primero Subsidiary or to compel First Majestic or any of the First
      Majestic Material Subsidiaries to dispose of or hold separate any material
      portion of the business or assets of Primero or any Primero
    Subsidiary;

	 	 	 
	 	(iii) 	
      seeking to impose limitations on the ability of First
      Majestic to acquire or hold or exercise full rights of ownership of any
      Primero Shares, including the right to vote the Primero Shares on all
      matters properly presented to the shareholders of Primero; or

	 	 	 
	 	(iv) 	
      which otherwise is reasonably likely to have a Material
      Adverse Effect on Primero or First Majestic, except as referred to in
      Schedule 5.2 of the Primero Disclosure Letter;




	 	(f) 	
      all consents, approvals, authorizations and waivers set
      forth in Schedule 5.2 of the Primero Disclosure Letter, shall have been
      obtained or received on terms which are acceptable to First Majestic,
      acting reasonably; and

	 	 	 
	 	(g) 	
      Primero shall have provided to First Majestic, on or
      before the Effective Date, written resignations and mutual releases
      effective as of the Effective Time, from all directors and officers of
      Primero and such directors and officers of the Primero Subsidiaries as
      First Majestic may request.



First Majestic may not rely on the failure to satisfy any of
the above conditions precedent as a basis for non-compliance by it with its
obligations under this Agreement if the condition precedent would have been
satisfied but for a material failure by First Majestic in complying with its
obligations hereunder. 

	5.3 	
      Additional Conditions Precedent to the Obligations of
      Primero.



The obligations of Primero to complete the transactions
contemplated by this Agreement shall also be subject to the satisfaction, on or
before the Effective Date, of each of the following conditions precedent (each
of which is for the exclusive benefit of Primero and may be waived by Primero):


	 	(a) 	
      all covenants and agreements of First Majestic under this
      Agreement to be performed or observed on or before the Effective Date
      shall have been duly performed by First Majestic in all material respects
      and Primero shall have received a certificate of First Majestic addressed
      to Primero and dated the Effective Date, signed on behalf of First
      Majestic by two senior executive officers of First Majestic confirming the
      same as at the Effective Date;







- 78- 

	 	(b) 	
      (i) the representations and warranties of First Majestic
      in Sections 3.2.1, 3.2.2, 3.2.3 and 3.2.4 shall be true and correct in all
      material respects as of the date of this Agreement and as of the Effective
      Date as if made on and as of such date (except to the extent such
      representations and warranties speak as of a specified date which is
      earlier than the date of this Agreement, in which event such
      representations and warranties shall be true and correct in all material
      respects as of such earlier specified date, or except as affected by
      transactions contemplated or permitted by this Agreement or otherwise
      consented to by Primero); and (ii) the representations and warranties of
      First Majestic set forth in Section 3.2 (other than those references in
      clause (i) above) shall be true and correct in all material respects (it
      being understood that, for the purposes of determining the accuracy of
      such representations and warranties, all “Material Adverse Effect”
      qualifications and other materiality qualifications contained in such
      representations and warranties shall be disregarded) as of the date of
      this Agreement and as of Effective Date as if made on and as of such date
      (except to the extent such representations and warranties speak as of a
      specified date which is earlier than the date of this Agreement, in which
      event such representations and warranties shall be true and correct in all
      material respects as of such earlier specified date, or except as affected
      by transactions contemplated or permitted by this Agreement), except where
      any failure or failures of such representations and warranties referenced
      in this clause (ii) to be so true and correct would not, individually or
      in the aggregate, reasonably be expected to result in a Material Adverse
      Effect on First Majestic, and Primero shall have received a certificate of
      First Majestic addressed to Primero and dated the Effective Date, signed
      on behalf of First Majestic by two senior executive officers of First
      Majestic confirming the same as at the Effective Date; and

	 	 	 
	 	(c) 	
      between the date hereof and the Effective Date, there
      shall not have occurred a Material Adverse Change to First
  Majestic.



Primero may not rely on the failure to satisfy any of the above
conditions precedent as a basis for non-compliance by Primero with its
obligations under this Agreement if the condition precedent would have been
satisfied but for a material failure by Primero in complying with its
obligations hereunder. 

	5.4 	
      Notice and Cure
  Provisions.



Each Party will give prompt notice to the other of the
occurrence, or failure to occur, at any time from the date hereof until the
Effective Date, of any event or state of facts which occurrence or failure
would, or would be reasonably likely to: 

	 	(a) 	
      cause any of the representations or warranties of such
      Party contained herein to be untrue or inaccurate in any material respect
      between the date hereof and the Effective Date;

	 	 	 
	 	(b) 	
      result in the failure to comply with or satisfy any
      covenant or agreement to be complied with or satisfied by such Party
      hereunder prior to the Effective Date; or







- 79- 

	 	(c) 	
      result in the failure to satisfy any of the conditions
      precedent in favour of the other Party hereto contained in Section 5.1,
      5.2 and 5.3, as the case may be.



Subject as herein provided, a Party may elect not to complete
the transactions contemplated hereby pursuant to the conditions precedent
contained in Sections 5.1, 5.2 and 5.3 in favour of such Party, or exercise any
termination right arising therefrom, if forthwith, and in any event prior to the
Effective Date, such Party has delivered a written notice to the other
specifying in reasonable detail all breaches of covenants, representations and
warranties or other matters which the Party delivering such notice is asserting
as the basis for the non-fulfillment of the applicable condition precedent or
the exercise of the termination right, as the case may be. If any such notice is
delivered and the Party receiving such notice is proceeding diligently to cure
such matter, if such matter is susceptible to being cured, the Party delivering
such notice may not terminate this Agreement until the earlier of the Outside
Date and the expiration of a period of ten Business Days from such notice. If
such notice has been delivered prior to the date of the Primero Shareholder
Meeting, such meeting shall be postponed until the expiry of such period. If
such notice has been delivered prior to the making of the application for the
Final Order, such application shall be postponed until the expiry of such
period. For greater certainty, in the event that such matter is cured within the
time period referred to herein, this Agreement may not be terminated as a result
of such matter.

	5.5 	
      Satisfaction of
  Conditions.



The conditions precedent set out in Sections 5.1, 5.2 and 5.3
shall be conclusively deemed to have been satisfied, waived or released when,
with the approval of First Majestic and Primero, the Arrangement is completed.


ARTICLE 6 
AMENDMENT AND TERMINATION 

	6.1 	
      Amendment.



This Agreement may, at any time and from time to time before or
after the holding of the Primero Shareholder Meeting but not later than the
Effective Date, be amended by mutual written agreement of the Parties hereto
provided, however, that any such change, waiver or modification does not
invalidate any required approval of the Primero Shareholders to the Arrangement.


	6.2 	
      Termination.




	 	(a) 	
      This Agreement may, at any time before or after the
      holding of the Primero Shareholder Meeting but not later than the
      Effective Date:




	 	(i) 	
      be terminated by the mutual agreement of Primero and
      First Majestic;

	 	 	 
	 	(ii) 	
      be terminated by either Primero or First Majestic,
    if:







- 80- 

	 	(A) 	
      the Primero Shareholder Meeting is held and the
      Arrangement Resolution is not approved by the Primero Shareholders in
      accordance with applicable Laws and the Interim Order;

	 	 	 
	 	(B) 	
      there shall be passed any Law that makes consummation of
      the transactions contemplated by this Agreement illegal or otherwise
      prohibited or if any Governmental Entity shall have issued any injunction,
      order, decree or ruling enjoining First Majestic or Primero from
      consummating the transactions contemplated by this Agreement and such
      injunction, order, decree or ruling shall become final and
      non-appealable;

	 	 	 
	 	(C) 	
      subject to Section 5.4, the other Party is in default of
      a covenant or obligation hereunder such that the conditions contained in
      Section 5.2(a) or 5.3(a), as applicable, would be incapable of
      satisfaction, provided the Party seeking to terminate this Agreement is
      not then in breach of this Agreement so as to cause any condition in
      favour of all Parties or in favour of the other Party not to be
      satisfied;

	 	 	 
	 	(D) 	
      subject to Section 5.4, any representation or warranty of
      the other Party under this Agreement is untrue or incorrect and shall have
      become untrue or incorrect such that the condition contained in Section
      5.2(b) or 5.3(b), as applicable, would be incapable of satisfaction,
      provided that the Party seeking to terminate this Agreement is not then in
      breach of this Agreement so as to cause any condition in favour of both
      Parties or in favour of the other Party not to be satisfied; or

	 	 	 
	 	(E) 	
      the Effective Time does not occur on or prior to the
      Outside Date, provided that a Party may not terminate this Agreement
      pursuant to this Section 6.2(a)(ii)(E) if the failure of the Effective
      Time to so occur has been principally 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 agreements under
      this Agreement;




	 	(iii) 	
      be terminated by First Majestic
if:




	 	(A) 	
      Primero shall have effected a Change of
      Recommendation;

	 	 	 
	 	(B) 	
      Primero breaches any of the provisions of Section 4.3 or
      Section 4.4; or

	 	 	 
	 	(C) 	
      a Material Adverse Effect has occurred with respect to
      Primero; or




	 	(iv) 	
      be terminated by Primero:







- 81- 

	 	(A) 	
      in order to enter into a definitive written agreement
      with respect to a Superior Proposal, subject to compliance with Section
      4.3 and Section 4.4 and the payment of the fee required to be paid
      pursuant to Section 6.3(a); or

	 	 	 
	 	(B) 	
      if a Material Adverse Change has occurred with respect to
      First Majestic.




	 	(b) 	
      If this Agreement is terminated in accordance with the
      foregoing provisions of this Section 6.2, no Party shall have any further
      liability to perform its obligations hereunder, except as provided for in
      Section 6.3, which shall survive the termination of this Agreement or as
      otherwise contemplated hereby, and provided that, subject to Section 6.5
      and 6.6, neither the termination of this Agreement nor anything contained
      in this Section 6.2(b) shall relieve any Party from any liability for any
      breach by it of this Agreement, including from any inaccuracy in its
      representations and warranties and any non-performance by it of its
      covenants made herein.




	6.3 	
      Termination Payment.




	 	(a) 	
      If:




	 	(i) 	
      Primero shall terminate this Agreement pursuant to
      Section 6.2(a)(iv)(A) in order to enter into a definitive agreement with
      respect to a Superior Proposal;

	 	 	 
	 	(ii) 	
      First Majestic shall terminate this Agreement pursuant to
      Section 6.2(a)(iii)(A); or

	 	 	 
	 	(iii) 	
      either Primero or First Majestic shall terminate this
      Agreement pursuant to Section 6.2(a)(ii)(A) or Section 6.2(a)(ii)(E), or
      First Majestic shall terminate this Agreement pursuant to Section
      6.2(a)(iii)(B), provided that, in any of the foregoing circumstances, (A)
      an Acquisition Proposal is publicly announced or made to the Primero
      Shareholders and is not publicly withdrawn prior to the earlier of the
      date of the Primero Shareholder Meeting and the date of such termination;
      and (B) an Acquisition Proposal is consummated within 12 months of such
      termination;



then in any such case Primero shall
pay to First Majestic by wire transfer the Termination Payment in immediately
available funds to an account designated by First Majestic. Such payment shall
be due and payable: 

	 	(iv) 	
      in the case of a termination specified in clause (i),
      concurrent with the termination of this Agreement;

	 	 	 
	 	(v) 	
      in the case of a termination specified in clause (ii),
      within three Business Days after written notice of termination by First
      Majestic; or







- 82- 

	 	(vi) 	
      in the case of a termination specified in clause (iii),
      concurrent with the consummation of any Acquisition
  Proposal.



For the purposes of this section, the
term “Acquisition Proposal” shall have the meaning assigned to such term in
Section 1.1, except that references to “20%” shall be deemed to be references to
“50%”. 

	 	(b) 	
      For greater certainty, Primero shall not be obligated to
      make more than one payment pursuant to Section 6.3(a).

	 	 	 
	 	(c) 	
      If First Majestic shall terminate this Agreement pursuant
      to Section 6.2(a)(ii)(D) provided that First Majestic is not in default of
      a covenant or obligation hereunder so as to cause any condition in favour
      of both Parties or in favour of Primero not to be satisfied, then Primero
      shall pay to First Majestic an expense reimbursement fee of $2,000,000
      within five Business Days after written notice of termination by First
      Majestic.

	 	 	 
	 	(d) 	
      If Primero shall terminate this Agreement pursuant to
      Section 6.2(a)(ii)(D) provided that Primero is not in default of a
      covenant or obligation hereunder so as to cause any condition in favour of
      both Parties or in favour of First Majestic not to be satisfied, then
      First Majestic shall pay to Primero an expense reimbursement fee of
      $2,000,000 within five Business Days after written notice of termination
      by Primero.




	6.4 	
      Liquidated Damages.



Primero and First Majestic acknowledge that the damages set
forth in this Article 6 are a genuine pre-estimate of the damages, including
opportunity costs, the other Party will suffer or incur as a result of the event
giving rise to those damages and are not penalties. Each of the Parties
irrevocably waives any right it may have to raise as a defence in any
proceedings that any such damages are excessive or punitive. 

	6.5 	
      Remedies.



Subject to Section 6.6, the Parties hereto acknowledge and
agree that an award of money damages would be inadequate for any breach of this
Agreement by any Party or its Representatives and any such breach would cause
the non-breaching Party irreparable harm. Accordingly, the Parties hereto agree
that, in the event of any breach or threatened breach of this Agreement by one
of the Parties, the non-breaching Party will also be entitled, without the
requirement of posting a bond or other security, to equitable relief, including
injunctive relief and specific performance. Such remedies will not be the
exclusive remedies for any breach of this Agreement but will be in addition to
all other remedies available at law or equity to the Parties. 

	6.6 	
      Effects of Termination Payment or Expense
      Reimbursement.



For greater certainty, the Parties agree that the payment of
the amount pursuant to Section 6.3 is the sole monetary remedy as a result of
the occurrence of any of the events referred to in Section 6.3. Subject to the
immediately preceding sentence, nothing in this Agreement shall preclude a Party from seeking damages in respect of losses incurred or
suffered by such Party as a result of any breach of this Agreement by the other
Party, seeking injunctive relief to restrain any breach or threatened breach of
the covenants or agreements set forth in this Agreement or the Confidentiality
Agreement or otherwise, or seeking specific performance of any of such covenants
or agreements, without the necessity of posting bond or security in connection
therewith. 




- 83- 

ARTICLE 7 
GENERAL 

	7.1 	
      Privacy.



Each Party shall comply with applicable privacy Laws in the
course of collecting, using and disclosing personal information about an
identifiable individual (the “Transaction Personal Information”). No
Party shall disclose Transaction Personal Information to any Person other than
to its advisors who are evaluating and advising on the transactions contemplated
by this Agreement. If the Arrangement is consummated, no Party shall, following
the Effective Date, without the consent of the individuals to whom such
Transaction Personal Information relates or as permitted or required by
applicable Laws, use or disclose Transaction Personal Information: 

	 	(a) 	
      for purposes other than those for which such Transaction
      Personal Information was collected prior to the Effective Date;

	 	 	 
	 	(b) 	
      which does not relate directly to the carrying on of the
      business of such Party or to the carrying out of the purposes for which
      the transactions contemplated by this Agreement were implemented;
    and

	 	 	 
	 	(c) 	
      as otherwise required by Law.



Each Party shall protect and safeguard the Transaction Personal
Information against unauthorized collection, use or disclosure. Each Party shall
cause its Representatives to observe the terms of this Section 7.1 and to
protect and safeguard Transaction Personal Information in their possession. If
this Agreement shall be terminated, each Party shall promptly deliver to the
other Parties all Transaction Personal Information relating to such other Party
or its Representatives in such Party’s possession or in the possession of any of
such Party’s Representatives, including all copies, reproductions, summaries or
extracts thereof. 

	7.2 	
      Notices.



All notices and other communications which may or are required
to be given pursuant to any provision of this Agreement shall be given or made
in writing and shall be deemed to be validly given if served personally or by
email, in each case addressed to the particular party at: 

	 	(a) 	
      If to First Majestic:




	 	First Majestic Silver Corp. 
	 	1800 – 925 West Georgia St. 
	 	Vancouver, British Columbia V6C 3L2







- 84- 

	 	Attention: 	Keith Neumeyer and Connie Lillico 
	 	Email: 	keith@firstmajestic.com and 
	 	connie@firstmajestic.com 


with a copy to: 

	 	McCullough O’Connor Irwin LLP 
	 	2600 – 1066 West Hastings Street 
	 	Vancouver, British Columbia V6E 3X1 
	 	  	  
	 	  	  
	 	Attention: 	James D. Beeby 
	 	Email: 	jbeeby@moisolicitors.com




	 	(b) 	
      If to Primero:




	 	Primero Mining Corp. 
	 	79 Wellington Street West 
	 	TD South Tower, Suite 2100 P.O. Box 139 
	 	Toronto, Ontario M5K 1H1 
	 	  	  
	 	  	  
	 	Attention: 	Joseph F. Conway / Maura Lendon 
	 	Email: 	jconway@primeromining.com / 
	 	mlendon@primeromining.com 


with a copy to: 

	 	Stikeman Elliot LLP 
	 	5300 Commerce Court West 
	 	199 Bay Street 	  
	 	Toronto, Ontario M5L 1B9 
	 	  	  
	 	Attention: 	Elizabeth Breen 
	 	Email: 	ebreen@stikeman.com 


or at such other address of which any party may, from time to
time, advise the other parties by notice in writing given in accordance with the
foregoing. The date of receipt of any such notice shall be deemed to be the date
of delivery or telecopying thereof. 




- 85- 

	7.3 	
      Assignment.



Neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by any Party without the prior written
consent of the other Party. 

	7.4 	
      Binding Effect.



This Agreement and the Arrangement shall be binding upon and
shall enure to the benefit of the Parties hereto and their respective
successors. 

	7.5 	
      Time of Essence.



Time is of the essence of this Agreement. 

	7.6 	
      Waiver and Modification.



Each of the Parties may waive or consent to the modification
of, in whole or in part, any inaccuracy of any representation or warranty made
to them hereunder or in any document to be delivered pursuant hereto and may
waive or consent to the modification of any of the covenants herein contained
for their respective benefit or waiver or consent to the modification of any of
the obligations of the other Party hereto. Any waiver or consent to the
modification of any of the provisions of this Agreement, to be effective, must
be in writing executed by the Party granting such waiver or consent. 

	7.7 	
      Third Party Beneficiaries.



Except as provided in Section 4.7 which, without limiting its
terms, is intended as stipulations for the benefit of the third parties
mentioned in such provisions (such third parties referred to in this Section 7.7
as the “Covered Persons”) and except for the rights of the Primero
Shareholders to receive the Consideration following the Effective Time pursuant
to the Arrangement, the Parties intend that this Agreement will not benefit or
create any right or cause of action in favour of any Person, other than the
Parties and 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. Despite the foregoing, First Majestic acknowledges to each of the
Covered Persons their direct rights against it under Section 4.7 of this
Agreement, which are intended for the benefit of, and shall be enforceable by,
each Covered Person, his or her heirs and his or her legal representatives, and
for such purpose, Primero confirms that it is acting as trustee on their behalf,
and agrees to enforce such provisions on their behalf.

	7.8 	
      Severability.



If any provision of this Agreement is determined by any court
of competent jurisdiction to be illegal or unenforceable, that provision will be
severed from this Agreement and the remaining provisions will continue in full
force and effect so long as the economic or legal substance of the transactions
contemplated herein is not affected in any material manner or would prevent or
significantly impede or materially delay the completion of the Arrangement. 




- 86- 

	7.9 	
      Mutual Interest.



Notwithstanding the fact that any part of this Agreement has
been drafted or prepared by or on behalf of one of the Parties, all Parties
confirm that they and their respective counsel have reviewed and negotiated this
Agreement and that the Parties have adopted this Agreement as the joint
agreement and understanding of the Parties, and the language used in this
Agreement will be deemed to be the language chosen by the Parties to express
their mutual intent, and the Parties waive the application of any Laws or rule
of construction providing that ambiguities in any agreement or other document
will be construed against the Party drafting such agreement or other document
and agree that no rule of construction providing that a provision is to be
interpreted in favour of the Person who contracted the obligation and against
the Person who stipulated it will be applied against any Party. 

	7.10 	
      Further Assurances.



Each Party hereto shall, from time to time, and at all times
hereafter, at the request of the other Party hereto, but without further
consideration, do all such further acts and things and execute and deliver all
such further documents and instruments as shall be reasonably required in order
to fully perform and carry out the terms and intent of this Agreement and, in
the event the Arrangement becomes effective, to document or evidence any of the
transactions or events set out in the Plan of Arrangement.

	7.11 	
      Injunctive Relief.



The Parties agree that irreparable harm would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached for which money
damages would not be an adequate remedy at law. It is accordingly agreed that
the Parties will be entitled to an injunction or injunctions and other equitable
relief to prevent breaches of this Agreement, any requirement for the securing
or posting of any bond in connection with the obtaining of any such injunctive
or other equitable relief hereby being waived. 

	7.12 	
      No Personal Liability.



No director, officer or employee of First Majestic will have
any personal liability to Primero under this Agreement or any other document
delivered in connection with this Agreement or the Arrangement on behalf of
First Majestic. No director, officer or employee of Primero will have any
personal liability to First Majestic under this Agreement or any other document
delivered in connection with this Agreement or the Arrangement on behalf of
Primero. 

	7.13 	
      Expenses.



Except as provided in Section 6.3 and the Plan of Arrangement,
each Party will pay its respective legal and accounting costs, fees and expenses
incurred in connection with the preparation, execution and delivery of this
Agreement and all documents and instruments executed pursuant to this Agreement
and any other costs, fees and expenses whatsoever and howsoever incurred. 




- 87- 

	7.14 	
      Governing Law; Attornment; Service of
      Process.



This Agreement shall be governed, including as to validity,
interpretation and effect, by the laws of the Province of British Columbia and
the laws of Canada applicable therein. Each of the Parties hereby irrevocably
attorns to the non-exclusive jurisdiction of the courts of the Province of
British Columbia in respect of all matters arising under and in relation to this
Agreement or the Arrangement and waives, to the fullest extent possible, the
defence of an inconvenient forum or any similar defence to the maintenance of
proceedings in such courts. 

	7.15 	
      Counterparts.



This Agreement may be executed in one or more counterparts and
by facsimile or other electronic means, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument. 

[Remainder of page has been left intentionally blank]





- 88- 

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


	FIRST MAJESTIC SILVER CORP. 
	  
	  
	(signed) “Keith
      Neumeyer” 
	Authorized Signatory 
	Name: Keith Neumeyer 
	  
	  
	PRIMERO MINING CORP. 
	  
	  
	(signed)
      “Joseph F. Conway” 
	Authorized Signatory 
	Name: Joseph F. Conway 








	EXHIBIT A 
	TO THE ARRANGEMENT AGREEMENT DATED AS OF JANUARY 11,
      2018 
	BETWEEN FIRST MAJESTIC SILVER CORP. AND PRIMERO MINING
      CORP. 
	  
	PLAN OF ARRANGEMENT UNDER THE PROVISIONS OF DIVISION 5
      OF PART 9 
	OF THE 
	BUSINESS CORPORATIONS ACT (BRITISH
      COLUMBIA) 
	  
	ARTICLE 1 
	INTERPRETATION 


1.1                                      Definitions.In this Plan of Arrangement, unless there is something in
the subject matter or context inconsistent therewith, the following terms shall
have the respective meanings set out below and grammatical variations of such
terms shall have corresponding meanings: 

	 	(a) 	
      “Arrangement” means an arrangement under the
      provisions of Division 5 of Part 9 of the Business Corporations Act, on
      the terms set forth in this Plan of Arrangement, subject to any amendment
      or supplement thereto in accordance with the Arrangement Agreement and
      this Plan of Arrangement or made at the direction of the Court in the
      Final Order;

	 	 	 
	 	(b) 	
      “Arrangement Agreement” means the arrangement
      agreement dated January 11, 2018 between First Majestic and
  Primero;

	 	 	 
	 	(c) 	
      “Arrangement Resolution” means the special
      resolution approving the Arrangement, to be in substantially the form of
      Exhibit B to the Arrangement Agreement, to be considered, and if deemed
      advisable, passed with or without variation, by the Primero Shareholders
      at the Primero Meeting;

	 	 	 
	 	(d) 	
      “Business Corporations Act” means the Business
      Corporations Act (British Columbia);

	 	 	 
	 	(e) 	
      “Business Day” means any day other than Saturday,
      Sunday or any day on which major banks are closed for business in
      Vancouver, British Columbia or in Toronto, Ontario;

	 	 	 
	 	(f) 	
      “Consideration” means the consideration to be
      received pursuant to the Plan of Arrangement in respect of each Primero
      Share that is issued and outstanding immediately prior to the Effective
      Time, consisting of such number of First Majestic Shares as is equal to
      the Exchange Ratio;

	 	 	 
	 	(g) 	
      “Court” means the British Columbia Supreme
      Court;

	 	 	 
	 	(h) 	
      “Depositary” means Computershare Investor Services
      Inc., at such offices as will be set out in the Letter of
    Transmittal;

	 	 	 
	 	(i) 	
      “Dissent Procedures” has the meaning set out in
      Section 3.1;







- 2 -

	 	(j) 	
      “Dissent Rights” has the meaning set out in
      Section 3.1;

	 	 	 
	 	(k) 	
      “Dissenting Shareholder” means a registered holder
      of Primero Shares who dissents in respect of the Arrangement in strict
      compliance with the Dissent Procedures;

	 	 	 
	 	(l) 	
      “Effective Date” means the date the Arrangement
      completes, as determined in accordance with the Arrangement
    Agreement;

	 	 	 
	 	(m) 	
      “Effective Time” means the time when the
      transactions contemplated herein will be deemed to have been completed,
      which shall be 12:01 a.m. (Vancouver time) on the Effective
Date;

	 	 	 
	 	(n) 	
      “Exchange Ratio” means 0.03325;

	 	 	 
	 	(o) 	
      “Final Order” means the final order of the Court
      approving the Arrangement as such order may be amended at any time prior
      to the Effective Date or, if appealed, then, unless such appeal is
      abandoned or denied, as affirmed;

	 	 	 
	 	(p) 	
      “First Majestic” means First Majestic Silver
      Corp., a company existing under the laws of British Columbia;

	 	 	 
	 	(q) 	
      “First Majestic Shares” means the common shares in
      the capital of First Majestic;

	 	 	 
	 	(r) 	
      “Holder” when used with reference to any
      securities of Primero, means the holder of such securities shown from time
      to time in the register maintained by or on behalf of Primero in respect
      of such securities;

	 	 	 
	 	(s) 	
      “In-The-Money Amount” in respect of a stock option
      means the amount, if any, by which the aggregate fair market value at that
      time of the securities subject to the option exceeds the aggregate
      exercise price of the option;

	 	 	 
	 	(t) 	
      “Interim Order” means the interim order of the
      Court made in connection with the process for obtaining shareholder
      approval of the Arrangement and related matters, as such order may be
      amended, supplemented or varied by the Court;

	 	 	 
	 	(u) 	
      “ITA” means the Income Tax Act
    (Canada);

	 	 	 
	 	(v) 	
      “Letter of Transmittal” means the letter of
      transmittal forwarded by Primero to Primero Shareholders for use in
      connection with the Plan of Arrangement or such other equivalent form of
      letter of transmittal acceptable to First Majestic acting
    reasonably;

	 	 	 
	 	(w) 	
      “Meeting Date” means the date of the Primero
      Meeting;

	 	 	 
	 	(x) 	
      “Parties” means First Majestic and Primero and
      “Party” means any one of them;







- 3 - 

	 	(y) 	
      “Person” includes any individual, firm,
      partnership, joint venture, venture capital fund, association, trust,
      trustee, executor, administrator, legal personal representative, estate,
      group, body corporate, corporation, company, unincorporated association or
      organization, governmental entity, syndicate or other entity, whether or
      not having legal status;

	 	 	 
	 	(z) 	
      “Plan of Arrangement” means this plan of
      arrangement and any amendment or variation hereto made in accordance with
      Article 5 hereto or the Arrangement Agreement or upon the direction of the
      Court in the Final Order;

	 	 	 
	 	(aa) 	
      “Primero” means Primero Mining Corp., a company
      existing under the laws of British Columbia;

	 	 	 
	 	(bb) 	
      “Primero DSU” means a deferred share unit issued
      pursuant to the Primero DSU Plan;

	 	 	 
	 	(cc) 	
      “Primero DSU Plan” means Primero’s Deferred Share
      Unit Plan dated March 23, 2015;

	 	 	 
	 	(dd) 	
      “Primero Meeting” means the special meeting of
      Primero Shareholders including any adjournment or adjournments thereof, to
      be called and held in accordance with the Interim Order for the purpose of
      considering and, if thought fit, approving the Arrangement
    Resolution;

	 	 	 
	 	(ee) 	
      “Primero Option” means an option to purchase
      Primero Shares issued pursuant to the Primero Option Plan;

	 	 	 
	 	(ff) 	
      “Primero Option Plan” means Primero’s Stock Option
      Plan dated May 4, 2016;

	 	 	 
	 	(gg) 	
      “Primero Optionholder” means a holder of Primero
      Options;

	 	 	 
	 	(hh) 	
      “Primero PSU” means a phantom share unit issued
      pursuant to the Primero PSU Plan;

	 	 	 
	 	(ii) 	
      “Primero PSU Plan” means Primero’s 2013 Phantom
      Share Unit Plan dated April 18, 2016;

	 	 	 
	 	(jj) 	
      “Primero Securities” means the Primero Shares,
      Primero Options, Primero Warrants, Primer DSUs and Primero PSUs;

	 	 	 
	 	(kk) 	
      “Primero Share” means a common share in the
      authorized share structure of Primero;

	 	 	 
	 	(ll) 	
      “Primero Shareholder” means a holder of Primero
      Shares;

	 	 	 
	 	(mm) 	
      “Primero Warrant” means a common share purchase
      warrant of Primero governed by the Primero Warrant
  Indenture;







- 4 - 

	 	(nn) 	
      “Primero Warrant Indenture” means the common share
      purchase warrant indenture dated June 24, 2016 entered into between
      Primero and Computershare Trust Company of Canada;

	 	 	 
	 	(oo) 	
      “Primero Warrantholder” means a holder of Primero
      Warrants;

	 	 	 
	 	(pp) 	
      “Replacement Option” has the meaning set out in
      Section 2.3(c); and

	 	 	 
	 	(qq) 	
      “TSX” means the Toronto Stock
  Exchange.



1.2                                       Interpretation Not Affected by Headings, etc.The division of this Plan of
Arrangement into sections and other portions and the insertion of headings are
for convenience of reference only and shall not affect the construction or
interpretation hereof. Unless otherwise indicated, all references in this Plan
of Arrangement to a “Section” followed by a number and/or a letter refer to the
specified section of this Plan of Arrangement. Unless otherwise indicated, the
terms “this Plan of Arrangement”, “hereof”, “herein”, “hereunder” and “hereby”
and similar expressions refer to this Plan of Arrangement as amended or
supplemented from time to time pursuant to the applicable provisions hereof, and
not to any particular section or other portion hereof. 

1.3                                       Currency. All sums of money referred to in this Plan of Arrangement are
expressed in lawful money of Canada. 

1.4                                       Number, etc.Unless the context otherwise requires, words importing the
singular shall include the plural and vice versa and words importing any gender
shall include all genders. 

	1.5 	
      Construction.In this Plan of Arrangement unless
      otherwise indicated:




	 	(a) 	
      the words “include”, “including” or “in particular”, when
      following any general term or statement, shall not be construed as
      limiting the general term or statement to the specific items or matters
      set forth or to similar items or matters, but rather as permitting the
      general term or statement to refer to all other items or matters that
      could reasonably fall within the broadest possible scope of the general
      term or statement;

	 	 	 
	 	(b) 	
      a reference to a statute means that statute, as amended
      and in effect as of the date of this Plan of Arrangement, and includes
      each and every regulation and rule made thereunder and in effect as of the
      date hereof;

	 	 	 
	 	(c) 	
      where a word, term or phrase is defined, its derivatives
      or other grammatical forms have a corresponding meaning; and

	 	 	 
	 	(d) 	
      time is of the essence.







- 5 - 

     ARTICLE 2 
ARRANGEMENT


2.1                                       Arrangement Agreement.This Plan of Arrangement is made pursuant to, is
subject to the provisions of and forms a part of the Arrangement Agreement,
except in respect of the sequence of the steps comprising the Arrangement, which
shall occur in the order set forth herein. 

2.2                                       Binding Effect.This Plan of Arrangement will become effective at, and be
binding at and after, the Effective Time on:

	 	(a) 	
      Primero and its applicable subsidiaries;

	 	 	 
	 	(b) 	
      the Primero Shareholders;

	 	 	 
	 	(c) 	
      the Primero Optionholders;

	 	 	 
	 	(d) 	
      the Primero Warrantholders;

	 	 	 
	 	(e) 	
      All persons who were immediately prior to the Effective
      Time holders or beneficial owners of Primero PSUs or Primero
  DSUs;

	 	 	 
	 	(f) 	
      First Majestic; and

	 	 	 
	 	(g) 	
      the Depositary.



2.3                                       Arrangement.Commencing at the Effective Time, the following shall occur and
shall be deemed to occur in the following sequence, in each case effective as at
one minute intervals starting at the Effective Time, without any further act or
formality:

	 	(a) 	
      each Primero Share held by a Dissenting Shareholder in
      respect of which the Primero Shareholder has validly exercised his, her or
      its Dissent Rights shall be deemed to be transferred and assigned by such
      Dissenting Shareholder, without any further act or formality on its part,
      to First Majestic (free and clear of any liens, charges and encumbrances
      of any nature whatsoever) in accordance with, and for the consideration
      set forth in, Section 3.1;

	 	 	 
	 	(b) 	
      each Primero Share (other than any Primero Share held by
      any Dissenting Shareholder) will, without further act or formality and by
      or on behalf of a holder of Primero Shares, be irrevocably assigned and
      transferred by the holder thereof to First Majestic (free and clear of any
      liens, charges and encumbrances of any nature whatsoever) in exchange for
      such number of First Majestic Shares as is equal to the Exchange Ratio for
      each Primero Share held;

	 	 	 
	 	(c) 	
      with respect to each Primero Share transferred and
      assigned in accordance with Section 2.3(a) or Section
  2.3(b):







- 6 - 

	 	(i) 	
      the registered holder thereof shall cease to be the
      registered holder of such Primero Share and the name of such registered
      holder shall be removed from the register of Primero Shareholders as of
      the Effective Time;

	 	 	 
	 	(ii) 	
      the registered holder thereof shall be deemed to have
      executed and delivered all consents, releases, assignments and waivers,
      statutory or otherwise, required to transfer and assign such Primero
      Share; and

	 	 	 
	 	(iii) 	
      First Majestic will be the holder of all of the
      outstanding Primero Shares and the register of Primero Shareholders shall
      be revised accordingly;




	 	(d) 	
      each Primero Option which is outstanding and has not been
      duly exercised prior to the Effective Time (whether vested or unvested),
      notwithstanding the terms of the Primero Option Plan, shall be deemed to
      be unconditionally vested and exercisable in full, and such Primero Option
      will be exchanged for an option (each, a “Replacement Option”) to
      purchase from First Majestic such number of First Majestic Shares as is
      equal to the Exchange Ratio (and when aggregated with the other similar
      Replacement Options of a holder of such options resulting in a fraction of
      a First Majestic Share, they shall all be rounded down to the nearest
      whole number of First Majestic Shares). Each Replacement Option shall
      provide for an exercise price per First Majestic Share (rounded up to the
      nearest whole cent) equal to the exercise price per Primero Share that
      would otherwise be payable pursuant to the Primero Option it replaces,
      divided by the Exchange Ratio. All other terms and conditions of the
      Replacement Options, including the term to expiry, conditions to and
      manner of exercising, will remain the same and shall be governed by the
      terms of the Primero Option Plan and any certificate or option agreement
      previously evidencing the Primero Option shall thereafter evidence and be
      deemed to evidence such Replacement Option. It is intended that subsection
      7(1.4) of the ITA apply to such exchange of options. Accordingly, and
      notwithstanding the foregoing, if required, the exercise price of a
      Replacement Option will be increased such that the In The Money Amount of
      the Replacement Option immediately after the exchange does not exceed the
      In The Money Amount of the Primero Option immediately before the
      exchange;

	 	 	 
	 	(e) 	
      in accordance with the terms of the Primero Warrant
      Indenture:




	 	(i) 	
      each holder of a Primero Warrant outstanding immediately
      prior to the Effective Time shall receive (and such holder shall accept),
      upon the exercise of such holder’s Primero Warrant, in lieu of each
      Primero Share to which such holder was theretofore entitled, such number
      of First Majestic Shares as is equal to the Exchange Ratio (and when
      aggregated with an exercise of other similar Primero Warrants resulting in
      a fraction of a First Majestic Share, they all shall be rounded down to
      nearest whole number of First Majestic Shares) provided, however, the
      exercise price per First Majestic Share shall be equal to the current
      exercise price per Primero Share divided by the Exchange Ratio;
  and







- 7 - 

	 	(ii) 	
      each Primero Warrant shall continue to be governed by and
      be subject to the terms of the Primero Warrant Indenture and any
      applicable supplemental indenture executed
thereunder;




	 	(f) 	
      notwithstanding any vesting or other provisions to which
      a Primero PSU or Primero DSU might otherwise be subject (whether by
      contract, the conditions of a grant, applicable laws or the terms of the
      Primero PSU Plan or Primero DSU Plan):




	 	(i) 	
      each Primero PSU and Primero DSU that is issued and
      outstanding at the Effective Time shall, without any further action by or
      on behalf of any holder of such Primero PSU or Primero DSU, as applicable,
      be deemed to be fully vested and will be deemed to be payable in full and
      Primero shall deliver to the holder thereof for each Primero PSU or
      Primero DSU held by such holder a cash payment in an amount equal to
      C$0.30, which amount shall in each case be paid pursuant to and in
      accordance with Article 4;

	 	 	 
	 	(ii) 	
      each Primero PSU and Primero DSU shall immediately be
      cancelled and all notices or agreements related thereto shall be
      terminated and the holder thereof shall thereafter have only the right to
      receive the consideration to which such holder is entitled to pursuant to
      this Section 2.3(f) in the manner specified in Article
4;




	 	(g) 	
      the Primero PSU Plan and Primero DSU Plan shall be
      terminated (and all rights issued thereunder shall expire) and shall be of
      no further force or effect; and

	 	 	 
	 	(h) 	
      the exchanges, cancellations and other steps provided for
      in this Section 2.3 will be deemed to occur on the Effective Date,
      notwithstanding that certain of the procedures related thereto are not
      completed until after the Effective Date.




	2.4 	
      Post-Effective Time
Procedures.




	 	(a) 	
      Following receipt of the Final Order and prior to the
      Effective Date, First Majestic shall deliver or arrange to be delivered to
      the Depositary the Consideration, including certificates representing the
      First Majestic Shares in accordance with Section 2.3 hereof, which
      certificates shall be held by the Depositary as agent and nominee for the
      former Primero Shareholders for distribution to the former Primero
      Shareholders in accordance with the provisions of Article 4
  hereof.

	 	 	 
	 	(b) 	
      Subject to the provisions of Article 4 hereof, and upon
      return of a properly completed Letter of Transmittal by a registered
      former Primero Shareholder together with certificates, if any, which,
      immediately prior to the Effective Date, represented Primero Shares and
      such other documents as the Depositary may require, former Primero
      Shareholders shall be entitled to receive delivery of the certificates
      representing the First Majestic Shares and cheques representing the cash
      to which they are entitled pursuant to Section
2.3(a).







- 8 - 

2.5                                       No
Fractional Shares.In no event shall any holder of Primero Shares be entitled
to a fractional First Majestic Share. Where the aggregate number of First
Majestic Shares to be issued to a former Primero Shareholder as consideration
under this Arrangement would result in a fraction of a First Majestic Share
being issuable, the number of First Majestic Shares to be received by such
Primero Shareholder shall be rounded down to the nearest whole First Majestic
Share and no Person will be entitled to any compensation in respect of a
fractional First Majestic Share. 

2.6                                       Adjustments to Exchange Ratio.The Exchange Ratio shall be adjusted to
reflect fully the effect of any stock split, reverse split, stock dividend
(including any dividend or distribution of securities convertible into First
Majestic Shares or Primero Shares, other than stock dividends paid in lieu of
ordinary course dividends), consolidation, reorganization, recapitalization or
other like change with respect to First Majestic Shares or the Primero Shares
occurring after the date of the Arrangement Agreement and prior to the Effective
Time. 

ARTICLE 3 
RIGHTS OF DISSENT 

	3.1 	
      Rights of Dissent.




	 	(a) 	
      Registered holders of Primero Shares may exercise rights
      of dissent (“Dissent Rights”) with respect to such shares pursuant
      to and in the manner set forth in section 237 to 247 of the Business
      Corporations Act and this Section 3.1 (the “Dissent Procedures”) in
      connection with the Arrangement; provided that, notwithstanding subsection
      242(a) of the Business Corporations Act, the written objection to the
      Arrangement Resolution referred to in subsection 242(a) of the Business
      Corporations Act must be received by Primero not later than 5:00 p.m.
      (Vancouver time) on the Business Day that is two Business Days before the
      Meeting Date or any date to which the Primero Meeting may be postponed or
      adjourned and provided further that Dissenting Shareholders
  who:




	 	(i) 	
      are ultimately entitled to be paid fair value for their
      Primero Shares, notwithstanding anything to the contrary contained in
      section 245 of the Business Corporations Act, shall be deemed to have
      transferred such Primero Shares to First Majestic as of the Effective Time
      without any further act or formality and free and clear of all liens,
      claims and encumbrances, in consideration for the payment by First
      Majestic of the fair value thereof, in cash; or

	 	 	 
	 	(ii) 	
      are ultimately not entitled, for any reason, to be paid
      fair value for their Primero Shares shall be deemed to have participated
      in the Arrangement on the same basis as a non-dissenting holder of Primero
      Shares and shall be entitled to receive only the consideration
      contemplated in Sections 2.3(a) that such holder would have received
      pursuant to the Arrangement if such holder had not exercised Dissent
      Rights;







- 9 - 

but in no case shall First Majestic,
Primer or any other Person be required to recognize such Persons as holders of
Primero Shares after the Effective Time, and the names of such Persons shall be
deleted from the registers of holders of Primero Shares at the Effective Time.


	 	(b) 	
      In addition to any other restrictions set forth in the
      Business Corporations Act, none of the following shall be entitled to
      exercise Dissent Rights:




	 	(i) 	
      Primero Shareholders who vote, or who have instructed a
      proxyholder to vote, in favour of the Arrangement Resolution;

	 	 	 
	 	(ii) 	
      Primero Optionholders;

	 	 	 
	 	(iii) 	
      Primero Warrantholders;

	 	 	 
	 	(iv) 	
      All persons who were immediately prior to the Effective
      Time holders or beneficial owners of Primero PSUs or Primero
  DSUs.




	ARTICLE 4 
	DELIVERY OF CONSIDERATION 



	4.1 	
      Delivery of
Consideration.




	 	(a) 	
      Upon surrender to the Depositary for cancellation of a
      certificate that immediately before the Effective Time represented one or
      more outstanding Primero Shares that were exchanged for the Consideration
      in accordance with Section 2.3 hereof together with such other documents
      and instruments as would have been required to effect the transfer of the
      Primero Shares formerly represented by such certificate under the Business
      Corporations Act and the articles of Primero and such additional documents
      and instruments as the Depositary may reasonably require, the holder of
      such surrendered certificate shall be entitled to receive in exchange
      therefor, and the Depositary shall deliver to such holder following the
      Effective Time, a certificate representing the First Majestic Shares that
      such holder is entitled to receive in accordance with Section 2.3(b)
      hereof.

	 	 	 
	 	(b) 	
      After the Effective Time and until surrendered for
      cancellation as contemplated by Section 4.1(a) hereof, each certificate
      that immediately prior to the Effective Time represented one or more
      Primero Shares shall be deemed at all times to represent only the right to
      receive in exchange therefor a certificate representing the First Majestic
      Shares that such holder is entitled to receive in accordance with Section
      2.3(b) hereof.

	 	 	 
	 	(c) 	
      As soon as practicable following the Effective Date, the
      Depositary shall deliver to each person who immediately before the
      Effective Time was a holder of Primero DSUs or Primero PSUs as reflected
      on the register or accounts maintained by or on behalf of Primero in
      respect of Primero DSUs or Primero PSUs, as applicable, as provided to the
      Depositary and who is entitled to a payment hereunder pursuant to Section
2.3(f), a cheque representing the cash that such holder is entitled to receive
in accordance with Section 2.3(f) hereof. 







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4.2                                       Distributions with Respect to Unsurrendered Certificates.No dividends
or other distributions declared or made after the Effective Time with respect to
First Majestic Shares with a record date after the Effective Time shall be paid
to the holder of any unsurrendered certificate which, immediately prior to the
Effective Time, represented outstanding Primero Shares that were exchanged
pursuant to Section 2.3 unless and until the holder of record of such
certificate shall surrender such certificate in accordance with Section 4.1.
Subject to applicable law and to Section 4.5, at the time of such surrender of
any such certificate (or in the case of clause (ii) below, at the appropriate
payment date), there shall be paid to the holder of record of the certificates
formerly representing whole Primero Shares, without interest, (i) the amount of
dividends or other distributions with a record date after the Effective Time
theretofore paid with respect to such whole First Majestic Share and (ii) on the
appropriate payment date, the amount of dividends or other distributions with a
record date after the Effective Time but prior to surrender and a payment date
subsequent to surrender payable with respect to such whole First Majestic Share.


4.3                                       Lost Certificates.In the event any certificate which immediately prior to
the Effective Time represented one or more outstanding Primero Shares that were
exchanged pursuant to Section 2.3 shall have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the Person claiming such
certificate to be lost, stolen or destroyed, the Depositary shall issue in
exchange for such lost, stolen or destroyed certificate, one or more
certificates representing one or more First Majestic Shares (and any dividends
or distributions with respect thereto) deliverable in accordance with such
holder’s Letter of Transmittal. When authorizing such payment in exchange for
any lost, stolen or destroyed certificate, the Person to whom certificates
representing First Majestic Shares are to be issued shall, as a condition
precedent to the issuance thereof, give a bond satisfactory to First Majestic
and the Depositary in such sum as First Majestic may direct, or otherwise
indemnify First Majestic and the Depositary in a manner satisfactory to First
Majestic and the Depositary against any claim that may be made against First
Majestic or the Depositary with respect to the certificate alleged to have been
lost, stolen or destroyed.

4.4                                       Extinction of Rights.Any certificate which immediately prior to the
Effective Time represented outstanding Primero Shares that were exchanged
pursuant to Section 2.3 and not deposited, with all other instruments required
by Section 4.1 on or prior to the third anniversary of the Effective Date shall
cease to represent a claim or interest of any kind or nature as a shareholder of
First Majestic. On such date, the First Majestic Shares to which the former
registered holder of the certificate referred to in the preceding sentence was
ultimately entitled shall be deemed to have been surrendered to First Majestic,
together with all respective entitlements to dividends, distributions and
interest thereon held for such former registered holder. None of First Majestic,
Primero or the Depositary shall be liable to any person in respect of any First
Majestic Shares (or dividends, distributions and interest in respect thereof)
delivered to a public official pursuant to any applicable abandoned property,
escheat or similar law.





- 11 - 

4.5                                       Withholding and Sale Rights.Any of the Parties and the Depositary shall be
entitled to deduct and withhold from (i) any consideration issuable or payable
pursuant to this Plan of Arrangement to any holder of Primero Securities, or
(ii) any dividend or consideration otherwise payable to any holder of First
Majestic Shares such amounts as First Majestic or the Depositary, respectively,
is required to deduct and withhold with respect to such issuance or payment, as
the case may be, under the ITA, the U.S. Internal Revenue Code or any provision
of provincial, state, local or foreign tax law, in each case as amended. If any
amount is required to be deducted or withheld from the First Majestic Shares
otherwise issuable , each of First Majestic and the Depositary is hereby
authorized to sell or otherwise dispose of, at such times and at such prices as
it determines, in its sole discretion, such portion of the First Majestic
Shares, otherwise issuable or payable to such holder as is necessary to provide
sufficient funds to First Majestic or the Depositary, as the case may be, to
enable it to comply with such deduction or withholding requirement, and shall
notify the holder thereof and remit to such holder any unapplied balance of the
net proceeds of such sale or disposition (after deducting applicable sale
commissions and any other reasonable expenses relating thereto) in lieu of the
First Majestic Shares or other consideration so sold or disposed of. To the
extent that amounts are so withheld or First Majestic Shares or other
consideration are so sold or disposed of, such withheld amounts, or shares or
other consideration so sold or disposed of, shall be treated for all purposes as
having been paid to the holder of the shares in respect of which such deduction,
withholding, sale or disposition was made, provided that such withheld amounts,
or the net proceeds of such sale or disposition, as the case may be, are
actually remitted to the appropriate taxing authority. Neither of First Majestic
nor the Depositary shall be obligated to seek or obtain a minimum price for any
of the First Majestic Shares or other consideration sold or disposed of by it
hereunder, nor shall any of them be liable for any loss arising out of any such
sale or disposition.

	4.6 	
      Paramountcy.From and after the Effective
    Time:




	 	(a) 	
      this Plan of Arrangement shall take precedence and
      priority over any and all Primero Securities issued prior to the Effective
      Time; and

	 	 	 
	 	(b) 	
      the rights and obligations of the Primero Securities
      shall be solely as provided in this Plan of Arrangement; and

	 	 	 
	 	(c) 	
      all actions, causes of action, claims or proceedings
      (actual or contingent and whether or not previously asserted) based on or
      in any way relating to any Primero Securities shall be deemed to have been
      settled, compromised, released and determined without liability except as
      set forth in this Plan of Arrangement.



ARTICLE 5 
AMENDMENTS 

5.1                                       The Parties may amend, modify and/or supplement this Plan of Arrangement at
any time and from time to time prior to the Effective Date, provided that each
such amendment, modification and/or supplement must be: (i) set out in writing,
(ii) agreed to in writing by the Parties, (iii) filed with the Court and, if
made following the Meeting, approved by the Court, and (iv) communicated to
Primero Shareholders if and as required by the Court. 

5.2                                       Any amendment, modification or supplement to this Plan of Arrangement may be
proposed by the Parties at any time prior to the Primero Meeting (provided that
the other party shall have consented thereto) with or without any other prior
notice or communication, and if so proposed and accepted by the Persons voting
at the Primero Meeting (other than as may be required under the Interim Order),
shall become part of this Plan of Arrangement for all purposes. 




- 12 - 

5.3                                       Any amendment, modification or supplement to this Plan of Arrangement that
is approved by the Court following the Primero Meeting shall be effective only
if (i) it is consented to in writing by each of the Parties (in each case,
acting reasonably), (ii) it is filed with the Court (other than amendments
contemplated in Section 5.4, which shall not require such filing) and (iii) if
required by the Court, it is consented to by holders of the Primero Shares
voting in the manner directed by the Court.

5.4                                       Any amendment, modification or supplement to this Plan of Arrangement may be
made following the Effective Date unilaterally by First Majestic, provided that
it concerns a matter which, in the reasonable opinion of First Majestic, is of
an administrative nature required to better give effect to the implementation of
this Plan of Arrangement and is not adverse to the financial or economic
interests of any former Primero Shareholder.

ARTICLE 6
 FURTHER ASSURANCES 

6.1                                       Notwithstanding that the transactions and events set out herein shall occur
and be deemed to occur in the order set out in this Plan of Arrangement without
any further act or formality, each of the Parties shall make, do and execute, or
cause to be made, done or executed, all such further acts, deeds, agreements,
transfers, assurances, instruments or documents as may reasonably be required by
any of them in order further to document or evidence any of the transactions or
events set out herein.




EXHIBIT B 
TO THE ARRANGEMENT AGREEMENT DATED AS OF
JANUARY 11, 2018 
BETWEEN FIRST MAJESTIC SILVER CORP. AND PRIMERO MINING
CORP. 

ARRANGEMENT RESOLUTION 

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 

	1. 	
      The arrangement (the “Arrangement”) under Part 9,
      Division 5 of the Business Corporations Act (British Columbia) (as
      the Arrangement may be modified or amended), as more particularly
      described and set forth in the information circular (the
      “Circular”) of Primero Mining Corp. (“Primero”) dated ,
      2018, is hereby authorized, approved and adopted.

	 	 
	2. 	
      The plan of arrangement (the “Plan of
      Arrangement”), the full text of which is set out as Exhibit A to the
      arrangement agreement dated January 11, 2018 between Primero and First
      Majestic Silver Corp. (the “Arrangement Agreement”) and all
      transactions contemplated thereby, is hereby approved and
  adopted.

	 	 
	3. 	
      The Arrangement Agreement, the actions of the directors
      of Primero in approving the Arrangement Agreement and the actions of the
      directors and officers of Primero in executing and delivering the
      Arrangement Agreement and any amendments thereto in accordance with its
      terms are hereby ratified and approved.

	 	 
	4. 	
      Notwithstanding that this resolution has been passed (and
      the Arrangement adopted) by the shareholders of Primero or that the
      Arrangement has been approved by the Supreme Court of British Columbia,
      the directors of Primero are hereby authorized and empowered (i) to amend
      the Arrangement Agreement or the Plan of Arrangement to the extent
      permitted by the Arrangement Agreement or the Plan of Arrangement, and
      (ii) not to proceed with the Arrangement at any time prior to the
      Effective Time (as defined in the Arrangement Agreement).

	 	 
	5. 	
      Any officer or director of Primero is hereby authorized
      and directed for and on behalf of Primero to execute or cause to be
      executed, under the seal of Primero or otherwise, and to deliver or cause
      to be delivered, all such documents and instruments and to perform or
      cause to be performed all such other acts and things as in such person’s
      opinion may be necessary or desirable to give full effect to the foregoing
      resolution and the matters authorized thereby, such authorization to be
      conclusively evidenced by the execution and delivery of such document,
      agreement or instrument or the doing of any such act or
  thing.







EXHIBIT C 
TO THE ARRANGEMENT AGREEMENT DATED AS OF
JANUARY 11, 2018
BETWEEN FIRST MAJESTIC SILVER CORP. AND PRIMERO MINING CORP.


DEBENTUREHOLDERS’ RESOLUTION 

BE IT RESOLVED AS AN EXTRAORDINARY RESOLUTION THAT, pursuant to
Section 13.11(c) of the Trust Indenture dated as of February 9, 2015 between
Primero Mining Corp. and Computershare Trust Company of Canada (the
“Indenture”): 

	1. 	
      Section 1.1(ggg) of the Indenture is hereby deleted in
      its entirety and replaced with the following:



““Maturity Date” means, in
respect of the Initial Debentures, the earlier of February 28, 2020 and the
first Business Day following the effective date of the proposed arrangement (the
“Arrangement”) under Part 9, Division 5 of the Business Corporations
Act (British Columbia) (as the same may be modified or amended) as more
particularly described and set forth in the information circular (the
“Circular”) of the Corporation dated •, 2018 and distributed to the
Debentureholders;” 

	2. 	
      The Debenture Trustee (as defined in the Indenture) is
      authorized to execute any supplemental indenture or other document
      required to give effect to the amendment set out in paragraph 1
    above.

	 	 
	3. 	
      The Debenture Trustee is hereby authorized and directed
      for and on behalf of the Debentureholders to execute or cause to be
      executed, under the seal of Primero or otherwise, and to deliver or cause
      to be delivered, all such documents and instruments and to perform or
      cause to be performed all such other acts and things as in such person’s
      opinion may be necessary or desirable to give full effect to the foregoing
      resolution and the matters authorized thereby, such authorization to be
      conclusively evidenced by the execution and delivery of such document,
      agreement or instrument or the doing of any such act or
  thing.