Re: Voting and Support AgreementGoldcorp Inc • December 18th, 2013 • Gold and silver ores • Ontario
As you know, Primero Mining Corp. (“Primero”) is in discussions regarding a proposed transaction (the “Proposed Transaction”) to acquire all of the issued and outstanding shares of Brigus Gold Corp. (“Brigus”) pursuant to a plan of arrangement under the Canada Business Corporations Act. As part of the Proposed Transaction, Brigus will also transfer all of its non-Ontario exploration assets and all associated liabilities to a newly incorporated corporation (“SpinCo”), in which all of Brigus’ shareholders will participate. The details of the Proposed Transaction will be set forth in an arrangement agreement (the “Arrangement Agreement”) to be entered into among Primero, Brigus and SpinCo, a draft of which has been provided to you. Capitalized terms used herein but which are not defined herein will have the meanings set forth in the Arrangement Agreement.
