CONVERTIBLE DEBENTURE INDENTURE DATED AS OF THE 23rd DAY OF MARCH, 2011 AMONG BRIGUS GOLD CORP. AND COMPUTERSHARE TRUST COMPANY OF CANADA PROVIDING FOR THE ISSUE OF DEBENTURESConvertible Debenture Indenture • March 28th, 2011 • Brigus Gold Corp. • Gold and silver ores • Ontario
BRIGUS GOLD CORP., a corporation existing under the laws of the Yukon Territory and having its head office in the City of Halifax, in the Province of Nova Scotia (hereinafter called "Brigus" or the "Corporation")
UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2011 • Brigus Gold Corp. • Gold and silver ores • Ontario
BMO Nesbitt Burns Inc. (“BMO”), Haywood Securities Inc., CIBC World Markets Inc. Cormark Securities Inc., and Paradigm Capital Inc. (together with BMO, collectively, the "Underwriters" and each individually an “Underwriter”) understand that Brigus Gold Corp. (the "Corporation") proposes to issue and sell 50,000 senior unsecured convertible debentures with a face value of US$1,000 principal amount per Offered Debenture (as defined below), with a coupon of 6.5% per annum, payable semi-annually in arrears on March 31 and September 30 of each year commencing September 30, 2011 and a maturity date of March 31, 2016 (the "Maturity Date"), subject to redemption at the option of the Corporation in certain circumstances, subsequent to March 31, 2014, as set forth in the Prospectus (as hereinafter defined) and the Debenture Indenture (as hereinafter defined) (the "Offered Debentures"). The Offered Debentures shall be convertible into Common Shares (as hereinafter defined) at an initial conversio
