AURICO GOLD INC. and NORTHGATE MINERALS CORPORATION ARRANGEMENT AGREEMENTArrangement Agreement • September 7th, 2011 • Northgate Minerals CORP • Gold and silver ores • British Columbia
WHEREAS AuRico and Northgate propose to effect a business combination by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia);
VOTING AGREEMENTVoting Agreement • September 7th, 2011 • Northgate Minerals CORP • Gold and silver ores • Ontario
WHEREAS each Shareholder is the registered and/or direct or indirect beneficial owner of the issued and outstanding common shares in the capital of AuRico Gold Inc. (“AuRico” or the “Corporation”) and/or the issued and outstanding Convertible Securities (as defined herein) set forth opposite such Shareholder’s name on Schedule A hereto;
VOTING AGREEMENTVoting Agreement • September 7th, 2011 • Northgate Minerals CORP • Gold and silver ores • Ontario
WHEREAS each Shareholder is the registered and/or direct or indirect beneficial owner of the issued and outstanding common shares in the capital of Northgate Minerals Corporation (“Northgate” or the “Corporation”) and/or the issued and outstanding Convertible Securities (as defined herein) set forth opposite such Shareholder’s name on Schedule A hereto;
TERMINATION AGREEMENTTermination Agreement • September 7th, 2011 • Northgate Minerals CORP • Gold and silver ores • British Columbia
Reference is made to (i) the arrangement agreement between Northgate Minerals Corporation (“Northgate”) and Primero Mining Corp. (“Primero”) dated July 12, 2011 (the “Arrangement Agreement”) and (ii) the notice from Northgate to Primero pursuant to subsection 6.4(a) of the Arrangement Agreement regarding the bona fide unsolicited written proposal made by AuRico Gold Inc. dated August 28, 2011 (the “AuRico Proposal”).
