0001176256-12-000884 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT MADE AS OF AUGUST 26, 2010 BETWEEN RIO ALTO MINING LIMITED AND OLYMPIA TRUST COMPANY AS RIGHTS AGENT
Shareholder Rights Plan Agreement • December 19th, 2012 • Rio Alto Mining LTD • Alberta

RIO ALTO MINING LIMITED, a corporation incorporated under the Business Corporations Act (Alberta) (hereinafter referred to as the "Corporation")

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AMENDED AND RESTATED CONTRACT FOR SALE & PURCHASE OF GOLD BETWEEN LA ARENA S.A. AND EXP T1 LTD. AND RIO ALTO MINING LIMITED AND MEXICAN SILVER MINES (GUERNSEY) LIMITED
Rio Alto Mining LTD • December 19th, 2012 • British Columbia

THIS AMENDED AND RESTATED CONTRACT FOR SALE & PURCHASE OF GOLD is made as at May 30, 2012 to have effect as of and from the 15th day of April, 2011 (the “Agreement Date”),

ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT
Assignment, Assumption and Novation Agreement • December 19th, 2012 • Rio Alto Mining LTD • Alberta

COMPUTERSHARE INVESTOR SERVICES INC., a trust company with an office in the City of Vancouver, in the Province of British Columbia

AMENDED AND RESTATED GOLD PREPAYMENT AGREEMENT
Gold Prepayment Agreement • December 19th, 2012 • Rio Alto Mining LTD • British Columbia

THIS AMENDED AND RESTATED GOLD PREPAYMENT AGREEMENT (the “Agreement”), made as at May 30, 2012 to have effect as of and from October 14, 2010, is an amendment and restatement of an agreement dated as of October 14, 2010, as amended and restated on October 20, 2011, and made among Rio Alto Mining Limited, a corporation incorporated pursuant to the laws of Alberta, Canada (“Rio Alto”), La Arena S.A., a corporation incorporated pursuant to the laws of Peru (“Projectco”), Mexican Silver Mines (Guernsey) Limited (“Guernseyco”), a corporation incorporated pursuant to the laws of Guernsey, Rio Alto S.A.C. (“Subco”), a corporation incorporated pursuant to the laws of Peru and [Redacted: subsidiary of Red Kite Explorer Trust and jurisdiction of organization] (“ABC”).

AUTHORIZING AND AMENDMENT AGREEMENT
Authorizing and Amendment Agreement • December 19th, 2012 • Rio Alto Mining LTD • Ontario
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