Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: March 2015

Commission File Number: 001-35393

PRETIUM RESOURCES INC.

(Name of registrant)

570 Granville Street, Suite 1600

Vancouver, British Columbia

Canada V6C 3P1

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F £ Form 40-F R

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Condensed Financial Statements for the Year Ended December 31, 2014
99.2	Management's Discussion and Analysis for the Year Ended December 31, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 4, 2015	PRETIUM RESOURCES INC.
	By:	/s/ Joseph J. Ovsenek
		Name:	Joseph J. Ovsenek
		Title:	Executive Vice President, Chief Development Officer

EXHIBIT 99.1

PRETIUM RESOURCES INC.

CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2014

(Expressed in Canadian Dollars)

1600 - 570 Granville Street

Vancouver, BC V6C 3P1

Phone: 604-558-1784

Email: invest@pretivm.com

Management’s Responsibility for Financial Reporting

The accompanying consolidated financial statements of the Company have been prepared by management in accordance with International Financial Reporting Standards, and within the framework of the summary of significant accounting policies in these consolidated financial statements.

A system of internal accounting control is maintained in order to provide reasonable assurance that assets are safeguarded and that transactions are properly recorded and executed in accordance with management’s authorization. This system includes established policies and procedures, the selection and training of qualified personnel and an organization providing for appropriate delegation of authority and segregation of responsibilities.

The Audit Committee of the Board of Directors meets periodically with management and the Company’s independent auditors to review the scope and results of their annual audit and to review the consolidated financial statements and related financial reporting matters prior to submitting the consolidated financial statements to the Board of Directors for approval.

The consolidated financial statements have been audited by PricewaterhouseCoopers LLP on behalf of the shareholders and their report follows.

“Robert A. Quartermain”	“Tom S. Q. Yip”
Robert A. Quartermain	Tom S. Q. Yip
Chief Executive Officer	Chief Financial Officer

March 3, 2015

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting under Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. The Securities Exchange Act of 1934 defines this as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that may have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (1992).

Based upon our assessment and those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2014.

PricewaterhouseCoopers LLP, our independent auditors, has issued an audit report on internal control over financial reporting for the Company as of December 31, 2014, which is included herein.

“Robert A. Quartermain”	“Tom S. Q. Yip”
Robert A. Quartermain	Tom S. Q. Yip
Chief Executive Officer	Chief Financial Officer

March 3, 2015

Independent Auditor’s Report

To the Shareholders of Pretium Resources Inc.

We have completed integrated audits of Pretium Resources Inc.’s (the Company) December 31, 2014 and December 31, 2013 consolidated financial statements and its internal control over financial reporting as at December 31, 2014. Our opinions, based on our audits are presented below.

Report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of Pretium Resources Inc., which comprise the consolidated statements of financial position as at December 31, 2014 and December 31, 2013 and the consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the years then ended, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards also require that we comply with ethical requirements.

An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles and policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Pretium Resources Inc. as at December 31, 2014 and December 31, 2013 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Report on internal control over financial reporting

We have also audited Pretium Resources Inc. internal control over financial reporting as at December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management’s responsibility for internal control over financial reporting

Management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Controls over Financial Reporting.

Auditor’s responsibility

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances.

We believe that our audit provides a reasonable basis for our audit opinion on the Company’s internal control over financial reporting.

Definition of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent limitations

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, Pretium Resources Inc. maintained, in all material respects, effective internal control over financial reporting as at December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by COSO.

signed “PricewaterhouseCoopers LLP”

Chartered Accountants

Vancouver, British Columbia March 3, 2015

PRETIUM RESOURCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

		Year ended December 31,
	Note	2014			2013

ASSETS

Current assets
Cash and cash equivalents		$	34,495,175		$	11,575,090
Receivables and other	6		12,551,947			8,029,053
			47,047,122			19,604,143

Non-current assets
Restricted cash	7		1,697,250			1,208,000
Property, plant and equipment	10		8,833,945			8,658,520
Mineral interests	7		759,237,949			696,790,071
			769,769,144			706,656,591

Total Assets		$	816,816,266		$	726,260,734

LIABILITIES

Current liabilities
Accounts payable and accrued liabilities		$	13,276,852		$	8,385,603

Non-current liabilities
Decommissioning and restoration provision			2,096,377			1,900,013
Deferred income tax	13		22,212,028			17,936,121
			37,585,257			28,221,737

EQUITY

Share capital	8		795,034,595			707,547,196
Share based payment reserve	8		59,969,633			53,820,248
Deficit			(75,773,219	)		(63,328,447	)
			779,231,009			698,038,997

Total Equity and Liabilities		$	816,816,266		$	726,260,734
Contingencies	14
Subsequent events	15

These consolidated financial statements were authorized for issue by the Board of Directors on March 3, 2015.

On behalf of the Board:
“Ross A. Mitchell”		“C. Noel Dunn”
Ross A. Mitchell (Chairman of Audit Committee)		C. Noel Dunn (Director)

The accompanying notes are an integral part of these consolidated financial statements.

PRETIUM RESOURCES INC.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

		Year ended December 31,
	Note	2014			2013

EXPENSES

Accretion of decommissioning and restoration provision		$	35,478		$	30,664
Amortization			70,053			66,133
Consulting			95,751			65,008
General and administrative			1,137,268			871,696
Insurance			344,543			305,931
Investor relations			1,105,584			884,249
Listing fees			264,450			559,716
Professional fees			983,068			386,711
Salaries			1,893,494			1,715,595
Share-based compensation	8		2,847,849			5,431,093
Travel and accommodation			220,392			250,574
Interest income			(405,671	)		(460,142	)
Foreign exchange gain			(343,728	)		-

Loss before tax			8,248,531			10,107,228

Deferred income tax expense	13		4,196,241			6,476,458

Net loss and comprehensive loss for the year		$	12,444,772		$	16,583,686
Basic and diluted loss per common share		$	0.11		$	0.16
Weighted average number of common shares outstanding			111,308,353			101,104,575

The accompanying notes are an integral part of these consolidated financial statements.

PRETIUM RESOURCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

		Year ended December 31,
	Note	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year		$	(12,444,772	)	$	(16,583,686	)
Items not affecting cash:
Accretion of decommissioning and restoration provision			35,478			30,664
Amortization			70,053			66,133
Deferred income tax expense	13		4,196,241			6,476,458
Share-based compensation	8		2,847,849			5,431,093
Changes in non-cash working capital items:
Receivables and other			(620,969	)		288,864
Accounts payable and accrued liabilities			610,929			(824,119	)

Net cash used in operating activities			(5,305,191	)		(5,114,593	)

CASH FLOWS FROM FINANCING ACTIVITIES
Common shares issued	8		93,784,182			88,423,403
Share issuance costs			(6,217,117	)		(2,487,063	)

Net cash generated by financing activities			87,567,065			85,936,340


CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on mineral interests	7		(66,794,675	)		(92,718,243	)
Mineral recoveries	7		9,871,995			-
Purchase of property, plant and equipment	10		(1,929,859	)		(5,451,020	)
Restricted cash	7		(489,250	)		(69,000	)

Net cash used in investing activities			(59,341,789	)		(98,238,263	)


Change in cash and cash equivalents for the year			22,920,085			(17,416,516	)

Cash and cash equivalents, beginning of year			11,575,090			28,991,606

Cash and cash equivalents, end of year		$	34,495,175		$	11,575,090

See also Note 11.

The accompanying notes are an integral part of these consolidated financial statements.

PRETIUM RESOURCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in Canadian Dollars)

	Note	Number of common shares		Amount			Share-based payments reserve		Deficit			Total
Balance – December 31, 2012			94,827,636	$	623,469,609		$	44,529,084	$	(46,744,761	)	$	621,253,932

Shares issued under flow through- arrangement			3,374,550		35,914,742			-		-			35,914,742

Shares issued under private placement			6,849,864		49,999,993			-		-			49,999,993

Share issue costs			-		(2,487,063	)		-		-			(2,487,063	)

Deferred income tax on share issuance costs			-		649,915			-		-			649,915

Value assigned to options vested			-		-			9,291,164		-			9,291,164

Net loss and comprehensive loss for the year			-		-			-		(16,583,686	)		(16,583,686	)

Balance – December 31, 2013			105,051,050	$	707,547,196		$	53,820,248	$	(63,328,447	)	$	698,038,997

Shares issued under flow-through agreement	8		3,425,327		26,306,513			-		-			26,306,513

Shares issued under marketed offering	8		7,855,650		61,868,051			-		-			61,868,051

Shares issued under private placement	8		496,054		3,916,111			-		-			3,916,111

Share issue costs			-		(6,217,117	)		-		-			(6,217,117	)

Deferred income tax on share issuance costs			-		1,613,841			-		-			1,613,841

Value assigned to options vested			-		-			6,149,385		-			6,149,385

Loss for the year			-		-			-		(12,444,772	)		(12,444,772	)

Balance – December 31, 2014			116,828,081	$	795,034,595		$	59,969,633	$	(75,773,219	)	$	779,231,009

The accompanying notes are an integral part of these consolidated financial statements.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS

Pretium Resources Inc. (the "Company") was incorporated under the laws of the Province of British Columbia, Canada on October 22, 2010. The address of the Company’s registered office is 1600 – 570 Granville St., Vancouver, BC, V6C 3P1.

The Company owns the Brucejack and Snowfield Projects (the “Projects”) located in Northwest British Columbia, Canada. The Company is in the process of advancing the Brucejack Project, which has been determined to contain economically recoverable mineral reserves as communicated through our National Instrument 43-101 compliant “Feasibility Study and Technical report for the Brucejack Project” and exploring the Snowfield Project. The Company’s continuing operations and the underlying value and recoverability of the amount shown for the mineral interests are entirely dependent upon the existence of economically recoverable mineral reserves and resources, the ability of the Company to obtain the necessary financing to complete the exploration and development of the Projects, the ability to obtain the necessary permits to mine, and on future profitable production or proceeds from the disposition of the Projects.

2. BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements have been prepared on the historical cost basis and include the accounts of the Company and its wholly owned subsidiaries (note 9). Inter-company balances and transactions are eliminated on consolidation. The presentation and functional currency of the Company is the Canadian dollar.

3. SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

Cash and cash equivalents comprise cash holdings in business and savings accounts held at major financial institutions with an original maturity date of three months or less.

Financial instruments

Financial assets

Financial assets held are cash and cash equivalents, receivables and restricted cash. These financial assets have fixed or determinable payments and are not quoted in an active market and accordingly are classified as loans and receivables. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Interest income is recognized by applying the effective interest rate, except for short-term receivables, when the recognition of interest would be immaterial.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Financial liabilities

The Company has the following financial liabilities: accounts payable and accrued liabilities. Such financial liabilities are recognized initially at fair value net of any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are held at amortized cost using the effective interest method.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting year. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been adversely impacted.

For all financial assets, objective evidence of impairment could include:

significant financial difficulty of the issuer or counterparty; or

default of delinquency in interest or principal payments; or

it becoming probable that the borrower will enter bankruptcy or financial re-organization.

Property, plant and equipment

Property, plant and equipment are carried at cost, less accumulated amortization and accumulated impairment losses. Cost comprises the fair value of consideration given to acquire an asset and includes the direct charges associated with bringing the asset to the location and condition necessary for putting it into use along with the future cost of dismantling and removing the asset. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Plant and equipment are amortized over the estimated useful life of the assets using the straight line method. The Company reviews residual value amortization methods and useful lives annually. Any changes in estimates that arise from this review are accounted for prospectively.

Exploration and evaluation expenditures

Exploration and evaluation expenditures include the costs of acquiring licenses and costs associated with exploration and evaluation activity. Exploration and evaluation expenditures are capitalized. Mineral property acquisition costs are capitalized. Exploration and evaluation costs incurred before the Company has obtained the legal rights to explore an area are expensed.

Once the technical feasibility and commercial viability of the extraction of mineral reserves or resources from a particular mineral property has been determined, expenditures are reclassified to development assets within property, plant and equipment and are carried at cost until the properties to which the expenditures relate are sold, abandoned or determined by management to be impaired in value.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a combination of factors, such as:

The extent to which mineral reserves or mineral resources as defined in National Instrument 43-101 have been identified through a feasibility study or similar document;

The results of optimization studies and further technical evaluation carried out to mitigate project risks identified in the feasibility study;

The status of environmental permits, and

The status of mining leases or permits.

Exploration and evaluation assets are tested for impairment immediately prior to reclassification to development assets.

Impairment of non-financial assets

At the end of each reporting year, and when relevant triggering events and circumstances occur, the carrying amounts of the Company’s non-financial assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and the value in use. Fair value is determined as the price that would be paid to sell an asset or to transfer a liability in an orderly transaction between market participants at the measurement date. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the year. Impairment is normally assessed at a level of cash-generating units, which is identified as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates at the end of the reporting year applicable to the year of expected realization.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Mineral exploration tax credits

Mineral exploration tax credits on eligible mineral exploration expenditures incurred are treated as a reduction of the capitalized exploration costs of the mineral properties. The credits are recorded when the amount is reliably measurable and it is considered probable that the tax credit will be recovered.

Decommissioning and restoration provision

An obligation to incur decommissioning and environmental costs arises when environmental disturbance is caused by the exploration or development of a mineral property interest. Such costs are estimated and discounted to their net present value and capitalized to the carrying amount of the related asset along with the recording of a corresponding liability, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect risks specific to the liability

are used to calculate the net present value. The liability is adjusted each year for the unwinding of the discount rate, changes to the current market-based discount rate, and for the amount or timing of the underlying cash flows needed to settle the obligation.

Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares.

Mineral recoveries

The incidental proceeds from the sale of gold recovered from activities conducted during the exploration and evaluation stage are offset against the carrying value of the associated mineral interests.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Flow-through shares

The issuance of flow-through common shares results in the tax deductibility of the qualifying resource expenditures funded from the proceeds of the sale of such shares being transferred to the purchasers of the shares. Under IFRS, on the issuance of such shares, the Company bifurcates the flow-through shares into: a flow-through share premium, equal to the estimated premium that investors pay for the flow-through feature, which is recognized as a liability, and share capital. As the related exploration expenditures are incurred, the Company derecognizes the premium liability and recognizes a related income tax recovery.

Share-based payment transactions

The Company’s equity settled share-based option plan is measured at fair value at the date of grant and is recognized as an expense with a corresponding increase in share-based payments reserve in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Equity-settled share-based payment transactions with non-employees are measured at the fair value of the goods or services received. However, if the fair value cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instruments granted at the date the non-employee receives the goods or the services.

Cash-settled payment transactions such as Restricted Share Units (“RSU’s”) are initially measured at fair value at the date of grant and recognized as an expense with a corresponding accrued liability with subsequent remeasurement to fair value at each reporting date.

The fair value at grant date of all share-based payments is recognized as compensation expense over the period for which benefits of services are expected to be derived, with a corresponding credit to shareholders’ equity or accrued liabilities depending on whether they are equity-settled or cash-settled. We estimate the fair value of stock options granted using the Black-Scholes option pricing model. The fair value of RSU’s is estimated based on the quoted market price of our common shares. When awards are forfeited, the expense previously recognized is proportionately reversed. When share-based payments are granted in exchange for services directly related to specific exploration or development projects, the expense is capitalized against that asset.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Key sources of judgment and estimation uncertainty

The preparation of financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are regularly evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of the financial statements that could result in a material effect in the next financial year on the carrying amounts of assets and liabilities:

Impairment

The application of the Company’s accounting policy for impairment of non-financial assets requires judgment to determine whether indicators of impairment exist including factors such as, the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of resource properties are budgeted and results of exploration and evaluation activities on the exploration and evaluation assets. Management has assessed impairment indicators on the Company’s mineral interests and has concluded that no impairment indicators existed as of December 31, 2014.

Determination of commercial viability and technical feasibility of the Brucejack Project

The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment to determine whether technical feasibility and commercial viability of the Brucejack Project is demonstrable. The Company considered the application status of key environmental permits and concluded that capitalized expenditures related to the Brucejack Project are appropriately classified as an exploration and evaluation asset.

5. NEW ACCOUNTING STANDARDS AND RECENT PRONOUNCEMENTS

New standards, amendments and interpretations to existing standards adopted by the Company

The Company has applied the following new and revised IFRS in these audited financial statements:

IFRS 10, Consolidated Financial Statements, requires an entity to consolidate an investee when it has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces SIC 12, Consolidation – Special Purpose Entities and parts of IAS 27, Consolidated and Separate Financial Statements.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

5. NEW ACCOUNTING STANDARDS AND RECENT PRONOUNCEMENTS (Cont’d)

Changes in accounting standards not yet effective

There are a number of new standards and amendments to standards and interpretations that have been issued but are not yet effective. None of these are expected to have a significant effect on our consolidated financial statements except the following:

IFRS 9, Financial Instruments, replaces IAS 39 – Financial Instruments: Recognition and Measurement and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

Annual Improvements; the IASB issued the Annual Improvements 2011-2013 cycle effective for annual periods beginning on or after July 1, 2014 and the Annual Improvements 2012-2014 cycle effective for annual periods beginning on or after January 1, 2016. These Annual Improvements made amendments to existing IFRS’s which are not expected to have a material impact on the Company.

There are no other IFRS’s or IFRIC interpretations that are not yet effective that are expected to have a material impact on the Company.

6. RECEIVABLES AND OTHER

	2014		2013
Taxes receivable	$	1,651,138	$	1,206,492
BC Mineral Exploration Tax Credit receivable		9,739,990		6,800,690
Gold sales receivable		513,706		-
Prepayments and deposits		525,999		21,871
Other receivables		121,114		-
Outstanding, December 31	$	12,551,947	$	8,029,053

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

7. MINERAL INTERESTS

The Company’s mineral interests consist of gold/copper/silver exploration projects located in northwest British Columbia.

	Year ended December 31, 2014
	Brucejack			Snowfield		Total
Acquisition
Balance, beginning of year	$	143,109,910		$	309,067,638	$	452,177,548
Additions in the year		180,782			-		180,782
Balance, end of year	$	143,290,692		$	309,067,638	$	452,358,330
Exploration
Balance, beginning of year	$	243,190,077		$	1,422,446	$	244,612,523
Costs incurred in the year
Camp and surface activities		22,949,473			-		22,949,473
Engineering and permitting		19,779,073			291,367		20,070,440
Underground and surface exploration		15,317,508			-		15,317,508
Road and transportation		11,731,335			-		11,731,335
Share based compensation and other		5,523,341			-		5,523,341
Recoveries		(13,325,001	)		-		(13,325,001	)
Balance, end of year	$	305,165,806		$	1,713,813	$	306,879,619
Balance, December 31, 2014	$	448,456,498		$	310,781,451	$	759,237,949

	Year ended December 31, 2013
	Brucejack			Snowfield		Total
Acquisition
Balance, beginning of year	$	142,949,319		$	309,067,638	$	452,016,957
Additions in the year		160,591			-		160,591
Balance, end of year	$	143,109,910		$	309,067,638	$	452,177,548
Exploration
Balance, beginning of year	$	143,602,828		$	539,057	$	144,141,885
Costs incurred in the year
Camp and surface activities		22,858,043			-		22,858,043
Engineering and permitting		9,997,091			883,389		10,880,480
Underground and surface exploration		39,518,256			-		39,518,256
Road and transportation		22,296,550			-		22,296,550
Share based compensation and other		12,720,617			-		12,720,617
Recoveries		(7,803,308	)		-		(7,803,308	)
Balance, end of year	$	243,190,077		$	1,422,446	$	244,612,523
Balance, December 31, 2013	$	386,299,987		$	310,490,084	$	696,790,071

Recoveries consist of BC Mineral Exploration Tax Credits receivable from the Government of Canada and incidental proceeds from the sale of gold recovered.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

7. MINERAL INTERESTS (Cont’d)

Snowfield and Brucejack Projects

In relation to the Brucejack Project, the Company has $1,697,250 of restricted cash which includes $1,315,000 in the form of Guaranteed Investment Certificates (“GIC’s”) as security deposits with various government agencies in relation to close down and restoration provisions for the Projects.

The Brucejack Project is subject to a 1.2% net smelter returns royalty on production in excess of 503,386 ounces of gold and 17,907,080 ounces of silver.

8. CAPITAL AND RESERVES

Authorized Share Capital

At December 31, 2014, the authorized share capital consisted of an unlimited number of common shares without par value and an unlimited number of preferred shares with no par value.

In the first quarter of 2014, the Company closed a private placement of 568,182 Investment Tax Credit flow-through common shares at a price of $8.80 per flow-through share and 2,857,145 Canadian Exploration Expense flow-through common shares at a price of $8.05 per flow-through share for aggregate proceeds of $28 million. The Company bifurcated the gross proceeds between share capital of $26,306,513 (before share issue costs of $1,816,330) and flow-through share premium of $1,693,507.

On July 29, 2014, the Company closed a marketed offering of 8,280,000 common shares at a price of US$7.25 per share with the Company receiving gross proceeds of US$49,524,750 for the sale of 6,831,000 common shares. The remaining 1,449,000 common shares were sold by Silver Standard Resources Inc. (“Silver Standard”) in a secondary offering pursuant to its existing registration rights to participate in offerings of securities by the Company in an amount equal to the total number of common shares being offered multiplied by their current ownership percentage. On August 15, 2014, the Company closed the over-allotment option of 1,242,000 common shares at a price of US$7.25 per share pursuant to the marketed offering that closed on July 29, 2014. The Company received gross proceeds of approximately US$7,400,000 for the sale of 1,024,650 additional shares. The remaining 217,350 additional shares were sold by Silver Standard. On August 15, 2014, the Company also closed a private placement of 496,054 common shares at a price of US$7.25 per share for gross proceeds of approximately US$3,596,000 to a holder who wished to maintain their respective pro rata interest in the Company.

In the fourth quarter of 2014, the Company announced that it had entered into an agreement to issue 12,836,826 common shares at $6.30 per share for gross proceeds of $80,872,004 resulting in the acquirer owing approximately 9.9% of the Company’s issued and outstanding shares. This agreement was subsequently completed as announced on January 16, 2015. As a result of this agreement, the Company entered into additional subscription agreements with holders who wished to maintain their respective pro rata interest in the Company. Thus, the Company agreed to issue an additional 2,897,490 common shares at $6.30 per share for gross proceeds of $18,254,187. These pro rata agreements were subsequently completed as announced on January 21, 2015. The combined gross proceeds of these two offerings was approximately $99 million.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

8. CAPITAL AND RESERVES (Cont’d)

Share Option Plan

The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in their discretion, and in accordance with Toronto Stock Exchange requirements, grant to its directors, officers, employees and consultants of the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issue does not exceed 10% of the number of then outstanding common shares. Such options can be exercisable for a maximum of five years from the date of grant. The exercise price of each share option is set by the Board of Directors at the time of grant but cannot be less than the market price. Vesting of share options is at the discretion of the Board of Directors at the time the options are granted.

The following table summarizes the changes in stock options for the year ended December 31:

	2014						2013
	Number of options			Weighted average exercise price			Number of options			Weighted average exercise price
Outstanding, January 1		9,841,950		$	8.63			8,541,950		$	9.13
Granted		991,500			7.02			1,635,000			6.11
Forfeited/expired		(22,500	)		(13.06	)		(335,000	)		(8.83	)
Outstanding, December 31		10,810,950		$	8.48			9,841,950		$	8.63

The following table summarizes information about stock options outstanding and exercisable at December 31, 2014:

	Stock options outstanding				Stock options exercisable
Exercise prices	Number of options outstanding		Weighted average years to expiry		Number of options exercisable		Weighted average exercise price
$5.85 – $7.99		6,666,500		2.19		5,710,375	$	6.10
$8.00 - $9.99		528,750		2.02		506,250		9.41
$10.00 - $11.99		2,015,700		1.72		2,015,700		11.53
$12.00 - $13.99		1,380,000		2.92		1,380,000		13.69
$14.00 - $15.99		95,000		2.35		95,000		14.70
$16.00 - $17.99		125,000		2.08		125,000		16.48
Outstanding, December 31, 2014		10,810,950		2.19		9,832,325	$	8.66

The total stock option expense for the year ended December 31, 2014 was $6,149,384 (2013 - $9,291,164) of which $2,820,821 (2013 - $5,431,093) has been expensed in the statement of loss and $3,328,563 (2013 - $3,860,071) has been capitalized to mineral interests.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

8. CAPITAL AND RESERVES (Cont’d)

The following are the weighted average assumptions employed to estimate the fair value of options granted for the year ended December 31, 2014 and year ended December 31, 2013 using the Black-Scholes option pricing model:

	2014	2013
Risk-free interest rate	1.43%	1.48%
Expected volatility	67.2%	58.4%
Expected life	5 years	5 years
Expected dividend yield	Nil	Nil

Option pricing models require the input of subjective assumptions including the expected price volatility, and expected option life. Changes in these assumptions may have a significant impact on the fair value calculation.

Restricted Share Unit (“RSU”) Plan

The Company has adopted an RSU Plan to allow the Board of Directors to grant its employees and consultants, non-transferable share units based on the value of our share price at the date of grant. The awards have a graded vesting schedule over a three-year period and are cash-settled immediately upon vesting.

RSU’s are cash-settled instruments and are recognized as a liability with fair value remeasurement at each reporting date. The associated compensation cost is recorded in compensation expense unless directly attributable to our Projects.

The following table summarizes the changes in stock options for the year ended December 31:

	2014
	Number of RSU’s		Weighted average fair value
Outstanding, January 1		-	$	-
Granted		330,992		6.84
Forfeited/expired		-		-
Outstanding, December 31		330,992	$	6.84

At December 31, 2014, an accrued liability of $61,799 (2013 - $Nil) was outstanding. For the year ended December 31, 2014, $27,028 (2013 - $Nil) has been recorded to share based compensation expense and $34,771 (2013 - $Nil) has been capitalized to mineral interests.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

9.	RELATED PARTIES

Transactions with directors and key management personnel

Directors and key management compensation:

	For the year ended December 31, 2014		For the year ended December 31, 2013
Salaries and management fees		1,640,894	$	1,727,071
Share-based compensation		4,051,596		4,477,486
Total Management Compensation		5,692,490	$	6,204,557

Employment agreements

The Company has entered into employment agreements with each of its President and CEO (the “CEO”), Executive Vice President and Chief Development Officer (the “CDO”), Vice President and Chief Operating Officer (the “COO”), and Vice President and Chief Exploration Officer (the “CExO”). Under the employment agreements, the CEO receives a base salary of $450,000 per year, benefits and an annual performance bonus of 0.25% of the annual increase in the market capitalization of the Company, provided the increase in market capitalization is 10% or more. The CDO receives a base salary of $350,000 per year and the COO and CExO each receive a base salary of $325,000 per year, benefits and an annual bonus determined at the discretion of the Board. The CEO, CDO, COO and CExO are also entitled to twenty-four months’ salary and two years annual performance bonus as a termination benefit without cause.

Subsidiaries

Name of Subsidiary	Place of Incorporation	Proportion of Ownership Interest	Principal Activity
Pretium Exploration Inc.	British Columbia, Canada	100%	Holds interest in the Brucejack and Snowfield projects
0890696 BC Ltd.	British Columbia, Canada	100%	Holds real estate in Stewart, British Columbia

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

10. PROPERTY, PLANT AND EQUIPMENT

	Cost
	December 31						December 31
	2013		Additions		Disposals		2014
Building	$	297,297	$	-	$	-	$	297,297
Camp infrastructure		358,903		86,355		-		445,258
Computer hardware		253,600		21,798		-		275,398
Computer software		544,915		107,230		-		652,145
Exploration equipment		9,955,884		1,702,985		-		11,658,869
Office equipment		95,627		11,492		-		107,119
Total	$	11,506,226	$	1,929,860	$	-	$	13,436,086

	Accumulated Amortization
	December 31						December 31
	2013		Amortization		Disposals		2014
Building	$	25,711	$	10,702	$	-	$	36,413
Camp infrastructure		63,423		30,618		-		94,041
Computer hardware		158,064		50,479		-		208,543
Computer software		432,648		118,024		-		550,672
Exploration equipment		2,127,145		1,532,787		-		3,659,932
Office equipment		40,715		11,825		-		52,540
Total	$	2,847,706	$	1,754,435	$	-	$	4,602,141

Net book value at December 31, 2014							$	8,833,945

During the year ended December 31, 2014, $70,053 of amortization was recognized in the statement of loss and $1,684,381 was capitalized within mineral interests.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

10.	PROPERTY, PLANT AND EQUIPMENT (Cont’d)

	Cost
	December 31						December 31
	2012		Additions		Disposals		2013
Building	$	297,297	$	-	$	-	$	297,297
Camp infrastructure		358,903		-		-		358,903
Computer hardware		179,705		73,895		-		253,600
Computer software		430,174		114,741		-		544,915
Exploration equipment		4,693,502		5,262,382		-		9,955,884
Office equipment		95,627		-		-		95,627
Total	$	6,055,208	$	5,451,018	$	-	$	11,506,226

	Accumulated Amortization
	December 31						December 31
	2012		Amortization		Disposals		2013
Building	$	14,571	$	11,140	$	-	$	25,711
Camp infrastructure		31,932		31,491		-		63,423
Computer hardware		97,297		60,767		-		158,064
Computer software		290,946		141,702		-		432,648
Exploration equipment		921,406		1,205,739		-		2,127,145
Office equipment		28,210		12,505		-		40,715
Total	$	1,384,362	$	1,463,344	$	-	$	2,847,706

Net book value at December 31, 2013							$	8,658,520

During the year ended December 31, 2013, $66,133 of amortization was recognized in the statement of loss and $1,397,213 was capitalized within mineral interests.

11.	SUPPLEMENTAL CASH FLOW INFORMATION

	Year ended December 31, 2014			Year ended December 31, 2013
Net change in non-cash working capital items and other
Taxes receivable	$	(3,901,925	)	$	8,193,602
Trade accounts payable		4,280,320			(6,227,712	)
	$	378,395		$	1,965,890

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

12.	FINANCIAL RISK MANAGEMENT

(a)

Overview

The Company has exposure to credit risk, liquidity risk and market risk from its use of financial instruments.

This note presents information about the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital.

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework.

(b)

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents and restricted cash. The Company limits its exposure to credit risk on financial assets through investing its cash and cash equivalents with high-credit quality financial institutions.

(c)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s financial obligations consist of accounts payable and accrued liabilities and the decommissioning and restoration provision. The Company maintains sufficient cash in order to meet short term business requirements, after taking into account cash flows from operations and the Company's holdings of cash and cash equivalents. The Company's cash and cash equivalents are currently invested in business and savings accounts with high-credit quality financial institutions which are available on demand by the Company for its programs. The Company also holds government bonds to support future environmental obligations.

(d)

Interest rate risk

The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents. The Company’s current policy is to invest cash at floating rates of interest and cash reserves are to be maintained in cash and cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when cash and cash equivalents mature impact interest income earned.

If the average interest rate for the years ended December 31, 2014 and December 31, 2013 had increased/decreased by 1%, the effect on the Company would have been immaterial.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

12. FINANCIAL RISK MANAGEMENT (Cont’d)

(e)

Capital management

The Company’s objectives in the managing of the liquidity and capital are to safeguard the Company’s ability to continue as a going concern and provide financial capacity to meet its strategic objectives. The capital structure of the Company consists of equity attributable to common shareholders, comprising of issued share capital, contributed surplus, accumulated comprehensive income and accumulated deficit.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets to facilitate the management of its capital requirements. The Company prepares annual expenditure budgets that are updated as necessary depending upon various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. As at December 31, 2014 and December 31 2013, the Company does not have any long-term debt and is not subject to any externally imposed capital requirements. The Company has sufficient funds to meet its current operating and exploration and development obligations.

(f)

Fair value

The carrying value of the Company’s financial assets and liabilities approximate their fair value because of their short-term nature.

13.

TAXATION

(a)

Deferred income tax liability

The tax effects of temporary differences between amounts recorded in the Company’s accounts and the corresponding amounts as computed for income tax purposes gives rise to deferred tax assets (liabilities) as follows:

	December 31, 2014			December 31, 2013
Tax loss carry forwards	$	17,204,746		$	11,690,021
Financing costs		2,612,335			2,015,274
Other		3,038,476			2,556,566
Mineral interests		(45,067,584	)		(34,197,982	)
Deferred income tax liability	$	(22,212,027	)	$	(17,936,121	)

The Company has tax losses in Canada of approximately $66,172,000 (2013 - $44,962,000) expiring in various amounts from 2030 to 2034. The Company also has investment tax credits totaling approximately $7,220,000 (2013 - $7,260,000).

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

13.	TAXATION (Cont’d)

(b)

Income tax expense

The Company’s tax expense is comprised of the following:

	Year ended		Year ended
	December 31, 2014		December 31, 2013
Current tax expense	$	-	$	-
Deferred tax expense		4,196,241		6,476,458
Deferred income tax expense	$	4,196,241	$	6,476,458

The provision for income taxes differs from the amount calculated using the Canadian federal and provincial statutory income tax rates of 26% as follows:

	Year ended			Year ended
	December 31, 2014			December 31, 2013
Expected tax recovery	$	(2,135,139	)	$	(2,447,632	)
Share-based compensation and other items		744,883			1,597,651
Flow-through shares		7,280,005			9,835,107
Flow-through share premium		(1,693,508	)		(2,508,668	)
Income tax expense	$	4,196,241		$	6,476,458

14.	CONTINGENCIES

a) Canadian Class Actions

On October 29, 2013, David Wong, a shareholder of the company, filed a proposed class action against the Company, Robert Quartermain (a director, the President and the CEO of the Company) and Snowden Mining Industry Consultants Ltd. (the “Wong Action”).

A similar proposed class action was filed by Roksana Tahzibi, a shareholder of the Company, on November 1, 2013 (the “Tahzibi Action”). The defendants in the Tahzibi Action are the Company, Mr. Quartermain, Joseph Ovsenek (an officer and director of the Company), Kenneth McNaughton (an officer of the Company), Ian Chang (an officer of the Company) and Snowden Mining Industry Consultants Ltd.

The Wong Action and Tahzibi Action (together, the “Ontario Actions”) were filed in the Ontario Superior Court of Justice.

The plaintiffs in the Ontario Actions seek certification of a class action on behalf of a class of persons, wherever they reside, who acquired the Company’s securities. In the Wong Action, the class period is between November 22, 2012 and October 22, 2013. In the Tahzibi Action, the class period is between July 23, 2013 and October 22, 2013.

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2014 and 2013

(Expressed in Canadian Dollars)

14.	CONTINGENCIES (Cont’d)

The plaintiffs in the Ontario Actions allege that certain of the Company’s disclosures contained material misrepresentations or omissions regarding Brucejack, including statements with respect to probable mineral reserves and future gold production at Brucejack. The plaintiffs further allege that until October 22, 2013 the Company failed to disclose alleged reasons provided by Strathcona Mineral Services Ltd. for its resignation as an independent qualified person overseeing the bulk sample program. According to the plaintiffs in the Ontario Actions, these misrepresentations and omissions are actionable under Ontario’s Securities Act, other provincial securities legislation and the common law.

The Wong Action claims $60 million in general damages. The Tahzibi Action claims $250 million in general damages. The plaintiffs in the Ontario Actions have asked for the appointment of a case management judge. There have been no further steps in the Ontario Actions.

The Company believes that the allegations made against it in Ontario Actions are meritless and will vigorously defend them, although no assurance can be given with respect to the ultimate outcome of the Ontario Actions.

b) United States Class Actions

Between October 25, 2013 and November 18, 2013, five putative class action complaints were filed in the United States against the Company and certain of its officers and directors, alleging that defendants violated the United States securities laws by misrepresenting or failing to disclose material information concerning the Company’s Brucejack Project. All five actions were filed in the United States District Court for the Southern District of New York.

On January 22, 2014, the Court ordered that these actions be consolidated into a single action, styled In re Pretium Resources Inc. Securities Litigation, Case No. 13-CV-7552 (PGG). The Court has appointed as lead plaintiff in the consolidated action a group of shareholders designated as the “Pretium Investor Group,” which consists of three individuals (Gary Martin, Merton K.W. Chang and Sandra Lee Reyes-Troyer) suing on behalf of a putative class of shareholders who purchased or otherwise acquired the Company’s securities between January 19, 2011 and October 21, 2013

The Company believes that the allegations made against it in these actions are meritless and will vigorously defend the matter, although no assurance can be given with respect to the ultimate outcome of such proceedings.

15.	SUBSEQUENT EVENTS

On January 20, 2015, the Company granted employee and consultant stock options under its stock option plan to purchase 1,121,000 common shares exercisable at $8.72 per share for a term of five years.

On January 16, 2015 and January 21, 2015, the Company issued 12,836,826 and 2,897,490 common shares, respectively, for gross proceeds of approximately $99 million (See note 8).

EXHIBIT 99.2

PRETIUM RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2014

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated Financial Statements of Pretium Resources Inc. (“Pretivm”, the “Company”, “we” or “us”) for the year ended December 31, 2014 as publicly filed on the System for Electronic Document Analysis and Retrieval (SEDAR) website. All dollar amounts are expressed in Canadian Dollars unless otherwise specified.

We have prepared the audited consolidated Financial Statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A is prepared as of March 3, 2015 and includes certain statements that may be deemed “forward-looking statements”. We direct investors to the section “Risks and Uncertainties” and “Statement on forward-looking information” included within this MD&A.

Additional information relating to us, including our Annual Information Form and Form 40-F, is available on the SEDAR website at www.sedar.com and on the EDGAR section of the SEC website at www.sec.gov.

Our Business

Pretivm was incorporated on October 22, 2010 under the laws of the Province of British Columbia. We are an exploration and development company that was formed for the acquisition, exploration and development of precious metal resource properties in the Americas.

Our initial projects are the Brucejack Project and the Snowfield Project (together, the “Projects”), which are 100% owned advanced stage exploration projects located in northwestern British Columbia.

Our focus is on advancing the Brucejack Project to production as a high-grade gold underground mine, with permitting and engineering underway.

4th Quarter Highlights

On October 22, 2014, we announced the final results from the 2014 surface drill program in the Valley of the Kings, following up on our announcements on July 3, 2014 and August 20, 2014. The surface drill program was successful in confirming both the grade and continuity of Indicated and Inferred gold mineralization in an area defined by the 2013 Mineral Resource estimate block model, and the continuity of gold mineralization in the Valley of the Kings below the area defined by the 2013 Mineral Resource estimate.

·	On November 20, 2014, we announced that we had contracted AMEC Americas Limited (“AMEC”) to provide the engineering, procurement and construction management (“EPCM”) services for the Brucejack Project.

On December 8, 2014, we announced that Zijin Mining Group Co., Ltd. (“Zijin”) had agreed to make a strategic investment in the Company, resulting in Zijin owning approximately 9.9% of our issued and outstanding shares. We agreed to issue to Zijin by way of a private placement 12,836,826 common shares at a price of $6.30 per share for gross proceeds of approximately $80,872,004. The Zijin private placement closed on January 16, 2015. Mr. Shaoyang Shen of Zijin was appointed to our Board of Directors pursuant to the terms of the subscription agreement dated December 8, 2014 which entitled Zijin to nominate one person.

On December 11, 2014, we announced that we had agreed to enter into subscription agreements with certain shareholders who wished to maintain their respective pro rata interests in the Company in connection with the previously announced strategic investment by Zijin (the “Pro-Rata Private Placement”). The Pro-Rata Private Placement closed on January 21, 2015. A total of 2,897,490 common shares were issued to subscribers at a price of $6.30 per share for gross proceeds of approximately C$18,254,187.

·	Subsequent to the end of the quarter, on January 14, 2015, we announced the appointment of Tom S.Q. Yip as Chief Financial Officer.

Operations

Brucejack Project

The Brucejack Project is located approximately 950 km northwest of Vancouver, British Columbia and 65 km north-northwest of Stewart, British Columbia and is comprised of 11 mineral claims totaling 3,199.28 hectares in area. The Brucejack Project forms part of our contiguous claims package that comprises 105,990 hectares.

Project Permitting

In December 2012, we submitted the Project Description for the Brucejack Project to the British Columbia Environmental Assessment Office (“BCEAO”) and in January 2013 to the Canadian Environmental Assessment Agency (“CEAA”). These filings initiated the permitting process for the proposed 2,700 tonnes per day high-grade underground gold mine at the Brucejack Project.

In February 2013, the BCEAO issued a Section 10 order in respect of the Environmental Assessment Certificate (“EAC”) requirement for the Brucejack Project and a Section 11 order in July 2013 outlining the scope, procedures and methods for the environmental assessment process. In May 2013, CEAA issued the Environmental Impact Statement (“EIS”) Guidelines that outline the federal permitting requirements for the Brucejack Project.

In September 2013, we held the initial meeting with the Working Group comprised of the representatives from provincial and federal government agencies, First Nations and communities participating in the review process. Participants from the Working Group also visited the Brucejack Project site. In late November 2013, we held public meetings in five communities in northwest British Columbia during the first public comment period.

On May 2, 2014, we received a copy of the approved Application Information Requirements from the BCEAO and on June 20, 2014, we filed our EAC application with the BCEAO, which was evaluated for completeness over a 30-day period by BCEAO with the involvement of the Working Group.

On August 13, 2014, our EAC application was accepted for filing by the BCEAO. In September 2014, we held a second round of public meetings in five communities in northern British Columbia during the second public comment period.

During the fourth quarter, we provided responses to the Working Group and public comments as part of the application review process.

The BCEAO has a maximum of 180 days from August 13, 2014, the date of our EAC application, to complete its review and prepare an assessment report for a decision by the Minister of Environment and the Minister of Energy and Mines. The Ministers have 45 days following the receipt of the assessment report to make a decision.

CEAA reviews the EIS, which we submitted concurrently with the EAC application to the province. The provincial and federal environmental assessment process are coordinated where possible, though with a separate federal review timeline. Provincial and federal approval of the EAC application and EIS, respectively, allow for the issuance of the statutory permits and authorizations to begin construction of a mine at Brucejack.

Project Engineering

Basic and detailed engineering activities have been ongoing following the completion in June 2014 of the updated National Instrument 43-101-compliant feasibility study for the Brucejack Project (see “Updated Feasibility Study” below). On November 20, 2014, we announced that we had contracted AMEC to provide the EPCM services for the Project.

During the fourth quarter, flow sheets and process design criteria were finalized as well as process and instrumentation diagrams. Plant and site layout refinements are currently underway, as well as the procurement of surface facilities and underground infrastructure.

Additionally, we have staffed the teams in the technical areas required to advance the Project through development.

Updated Feasibility Study

On June 19, 2014, we announced an updated National Instrument 43-101-compliant Feasibility Study for the Brucejack Project (see our news release dated June 19, 2014). The Feasibility Study and Technical Report Update on the Brucejack Project, Stewart BC, dated June 19, 2014 was completed by Tetra Tech and was filed on SEDAR on June 30, 2014 (the “2014 Feasibility Study”).

The Valley of the Kings Proven and Probable Mineral Reserves are 6.9 million ounces of gold (13.6 million tonnes grading 15.7 grams of gold per tonne) and West Zone Proven and Probable Mineral Reserves are 600,000 ounces of gold (2.9 million tonnes grading 6.9 grams of gold per tonne).

The Base Case (US$1,100/ounce gold, US$17/ounce silver and exchange rate of 0.92 C$/US$) estimated pre-tax Net Present Value (5% discount) is US$2.25 billion, with an internal rate of return of 34.7%.

The 2014 Feasibility Study contemplates average annual production for the first eight years of 504,000 ounces of gold and for the 18 year life of mine 404,000 ounces of gold, an estimated capital cost, including contingencies, of US$746.9 million and an average processing rate of 2,700 tonnes/day with operating costs of C$163.05 per tonne milled.

The 2014 Feasibility Study is based on the 2013 Mineral Resource estimates for the Valley of the Kings and the West Zone (see “Resource Estimate” below).

Economic Evaluation

A summary of financial outcomes using three metal price scenarios, including spot metals prices at the time of completion of the 2014 Feasibility Study, is presented below:

Table 1: Summary of Brucejack High-Grade Economic Results by Metal Price

	Low Case	Base Case	High Case
Gold Price (US$/ounce)	$800	$1,100	$1,400
Silver Price (US$/ounce)	$15.00	$17.00	$21.00
Net Cash Flow (US$)	$2.02 billion (pre-tax) $1.34 billion (post-tax)	$4.16 billion (pre-tax) $2.72 billion (post-tax)	$6.35 billion (pre-tax) $4.13 billion (post-tax)
Net Present Value(1) (5.0% discount) (US$)	$985 million (pre-tax) $620 million (post-tax)	$2.25 billion (pre-tax) $1.45 billion (post-tax)	$3.54 billion (pre-tax) $2.28 billion (post-tax)
Internal Rate of Return	20.3% (pre-tax) 16.5% (post-tax)	34.7% (pre-tax) 28.5% (post-tax)	47%(pre-tax) 38.7% (post-tax)
Payback(from start of production period)	4.4 years (pre-tax) 4.5 years (post-tax)	2.7 years (pre-tax) 2.8 years (post-tax)	2.0 years (pre-tax) 2.1 years (post-tax)
Exchange Rate (US$:C$)	0.92	0.92	0.92

(1) NPV is discounted to July 2014.

Project Mineral Reserves

The Mineral Reserves resulting from the 2014 Feasibility Study for the Brucejack Project are based on the 2013 Mineral Resource estimates for the Valley of the Kings and the West Zone. The Mineral Reserve estimates by zone and Reserve category are summarized below.

Table 2: Valley of the Kings Mineral Reserve Estimate(2)(3) – June 2014

Category	Tonnes (millions)	Gold (g/t)	Silver (g/t)	Contained
Category	Tonnes (millions)	Gold (g/t)	Silver (g/t)	Gold (million oz)	Silver (million oz)
Proven	2.1	15.6	12	1.1	0.8
Probable	11.5	15.7	10	5.8	3.9
Total P&P	13.6	15.7	11	6.9	4.6

(2) Rounding of some figures may lead to minor discrepancies in totals

(3) Based on C$180/t cutoff grade, US$1,100/oz Au price, US$17/oz Ag price, C$/US$ exchange rate = 0.92

Table 3: West Zone Mineral Reserve Estimate(4) – June 2014

Category	Tonnes (millions)	Gold (g/t)	Silver (g/t)	Contained
Category	Tonnes (millions)	Gold (g/t)	Silver (g/t)	Gold (million oz)	Silver (million oz)
Proven	1.4	7.2	383	0.3	17.4
Probable	1.5	6.5	181	0.3	8.6
Total P&P	2.9	6.9	279	0.6	26.0

(4) See notes (2) and (3) to Table 2 above..

Mining and Processing

The Brucejack Project is planned as a high-grade underground mining operation using a long-hole stoping mining method and cemented paste backfill. The Valley of the Kings, the higher-grade, primary targeted deposit, will be developed first; the lower-grade West Zone will be developed in the second half of the Project’s 18-year mine life. The mine is planned to operate with a processing rate of 2,700 tonnes per day and mine a total of 16.5 million tonnes of ore for the 18 years at an average mill feed grade of 14.1 grams gold per tonne.

Mineral processing will involve conventional sulphide flotation and gravity concentration, producing gold-silver doré and gold-silver flotation concentrate. Metallurgical recoveries for the Valley of the Kings are projected to be 96.9% for gold and 84.7% for silver, and for the West Zone 95.1% for gold and 91.0% for silver. A total of 7.27 million ounces of gold and 27.63 million ounces of silver is estimated to be produced over the life of the Brucejack Project, including the gold and silver recovered into the flotation concentrate. The Brucejack Project’s projected production and processing is summarized in Table 4 below.

Table 4: Brucejack Project Total Mine Projected Production and Processing Summary(5)

Year	Tonnage (t)	Gold grade (g/t)	Silver grade (g/t)	Gold Production (‘000 ounces)	Silver Production (‘000 ounces)
1	839,000(6)	15.4	11.7	403	268
2	995,000	15.2	11.7	470	318
3	995,000	16.7	12.8	519	349
4	984,000	15.9	9.9	488	263
5	988,000	16.9	11.0	521	296
6	999,000	17.5	10.6	545	287
7	986,000	17.8	11.8	547	319
8	996,000	17.5	11.7	542	319
9	994,000	14.9	10.2	461	276
10	987,000	15.5	11.2	476	302
Years 11-18	6,788,000	11.0	124.5	2,303	24,630
Life of Mine (Years 1-18)	16,550,000	14.1	57.7	7,274	27,626

(5) Rounding of some figures may lead to minor discrepancies in totals.

(6) Tonnage includes pre-production ore.

Capital and Operating Costs

The capital cost for the Brucejack Project is estimated at US$746.9 million, including a contingency of US$69 million. Capital costs are summarized in Table 5 below.

Table 5: Capital Costs Summary

	(US$ million)
Mine underground	179.5
Mine site(7)	210.8
Offsite Infrastructure	89.1
Total Direct Costs	479.4
Indirect Costs	127.5
Owner’s Costs	71.0
Contingency	69.0
Total Capital Cost	746.9

(7) Includes mine site, mine site process, mine site utilities, mine site facilities, tailings facilities, mine site temporary facilities and surface mobile equipment.

Average operating cost is estimated at C$163.05 per tonne milled. Operating costs are summarized in Table 6 below.

Table 6: Operating Costs Summary

	(C$/tonne)
Mining	91.34(8)
Processing	19.69
General & Administrative	30.87
Surface Services and Others	21.15
Total Operating Cost	163.05

(8) LOM ore milled; if excluding the ore mined during preproduction, the estimated cost is C$91.78/t.

All-In sustaining cash costs, which include by-product cash costs, sustaining capital, exploration expense, and reclamation cost accretion are summarized in Table 7 below.

Table 7: All-In Sustaining Cash Costs Life of Mine

	(US$ million)
Total Cash Costs(9)	2,814.5
Reclamation Cost Accretion	27.5
Sustaining Capital Expenditure	320.6
All-in Sustaining Cash Costs	3,162.6
Gold Sales (ounces)	7,067
All-in Sustaining Cash Costs per Ounce	US$448/ounce

(9) Net of silver credits at Base Case silver price of $US17/ounce.

2014 Exploration Program

The 2014 exploration program at the Brucejack Project was focused on continuing resource definition in the Valley of the Kings with both surface and underground exploration.

The 2014 surface drill program consisted of infill drilling, exploration drilling at depth and condemnation drilling. The infill drill program, comprising 5,818 meters in three holes including 14 wedge holes, was successful in confirming the grade and continuity of Indicated and Inferred gold mineralization in an area defined by the 2013 Mineral Resource estimate block model.

The exploration drilling at depth, which consisted of four deep drill holes comprising 3,507 meters, was successful in confirming the continuity of gold mineralization in the Valley of the Kings below the area defined by the 2013 Mineral Resource estimate. Condemnation drilling for mine site infrastructure consisted of 25 drill holes comprising 2,679 meters.

Underground exploration in the Valley of the Kings has continued to date with mapping and sampling coinciding with the advance of ramping and vent raise excavation. Underground drilling from the 1260 meter-level is expected to commence in the first half of 2015.

Resource Estimate

On December 19, 2013, we announced an updated high-grade Mineral Resource estimate for the Valley of the Kings (see our news release of December 19, 2013). The resource estimate, which incorporated all drilling completed to December 2013 at the Valley of the Kings, was completed by Snowden Mining Industry Consultants. The Brucejack Project Mineral Resources Update Technical Report dated December 19, 2013 was filed on SEDAR on February 2, 2014.

High-grade gold resources in the Valley of the Kings (5.0 g/t gold-equivalent cut-off) total:

1.2 million ounces of gold in the Measured Mineral Resource category (2.0 million tonnes grading 19.3 grams of gold per tonne);

7.5 million ounces of gold in the Indicated Mineral Resource category (13.4 million tonnes grading 17.4 grams of gold per tonne); and

4.9 million ounces of gold in the Inferred Mineral Resource category (5.9 million tonnes grading 25.6 grams of gold per tonne).

Snowfield Project

The Snowfield Project borders the Brucejack Project to the north and is comprised of one mineral claim with an area of 1,267.43 hectares. Since we acquired the Snowfield Project in October 2010, we have continued to carry out environmental studies in conjunction with the Brucejack Project.

During 2011, we focused on completing an updated mineral resource estimate for the project, examining alternatives for advancing the project and negotiating cooperation agreements with Seabridge Gold Inc. (“Seabridge”).

Joint Snowfield/ KSM Engineering Studies

We have entered into a confidentiality and cooperation agreement with Seabridge that, amongst other things, provides for the completion of an engineering study examining the economics of combining our Snowfield Project and Seabridge’s KSM Project as a single operation. The internal engineering study was finalized during the first quarter of 2012 and indicated that developing the KSM and Snowfield deposits together could produce better economics than developing KSM as a stand-alone project, although no property acquisition costs or allocation of initial KSM capital were considered.

We have also entered into a mutual access agreement with Seabridge that (a) gives Seabridge access to our Snowfield Project and us access to Seabridge’s KSM Project for the stripping of overburden and (b) provides us with road access to the Brucejack and Snowfield Projects over Seabridge’s KSM Project lands.

Snowfield represents a longer term gold opportunity for our shareholders. Although we do not have a development plan as yet for the Snowfield Project, we plan to continue to explore the area and have budgeted for additional environmental studies which will benefit both the Brucejack and Snowfield Projects.

Additional Claims

Our contiguous claims, including the claims comprising the Brucejack and Snowfield Projects, total over 105,990 hectares, providing further exploration potential to supplement the value we are creating at Brucejack. A claim boundary map is available on our website.

Results of Operations

Our operations and business are not driven by seasonal trends, but rather the achievement of project milestones such as the achievement of various technical, environmental, socio-economic and legal objectives, including obtaining the necessary permits, completion of a final feasibility study, preparation of engineering designs, as well as receipt of financings to fund these objectives.

We expect that the expenditures will be consistent in future periods, other than bonuses which are determined annually by the Board of Directors, subject to any material changes in exploration and development activities.

Selected Financial Information

Annual information

Selected consolidated annual financial information for the years ended December 31, 2014, 2013 and 2012 are as follows (in $000’s):

	2014	2013	2012
Total revenue	$Nil	$Nil	$Nil
Loss per share – basic and diluted	$0.11	$0.16	$0.17
Loss and comprehensive loss	$12,445	$16,584	$15,243
Total assets	$816,816	$726,261	$647,472
Long-term liabilities	$24,308	$19,836	$10,780
Cash dividends	$Nil	$Nil	$Nil
Cash and cash equivalents	$34,495	$11,575	$28,992
Mineral interests	$759,238	$696,790	$596,159

Quarterly information

Selected consolidated financial information for this quarter and the preceding seven quarters is as follows (in $000’s):

	2014 Q4	2014 Q3	2014 Q2	2014 Q1	2013 Q4	2013 Q3	2013 Q2	2013 Q1
Revenue	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Loss per share – basic and diluted	$0.02	$0.04	$0.03	$0.02	$0.04	$0.03	$0.04	$0.05
Loss and comprehensive loss	$2,094	$4,668	$3,306	$2,377	$5,006	$2,591	$4,256	$4,731
Total assets	$816,816	$811,896	$749,142	$746,736	$726,261	$731,775	$702,571	$667,049
Long-term liabilities	$24,308	$23,379	$20,303	$19,228	$19,836	$16,853	$15,943	$13,076
Cash dividends	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Cash and cash equivalents	$34,495	$63,981	$19,739	$24,706	$11,575	$30,564	$33,312	$20,764
Mineral interests	$759,238	$727,884	$709,284	$704,021	$696,790	$674,869	$645,878	$621,315

Net loss and comprehensive loss for the year ended December 31, 2014 was $12,444,772 compared to a loss of $16,583,686 during the year ended December 31, 2013. The decrease is largely attributed to the decrease in share-based compensation and deferred income tax expense.

During the year ended December 31, 2014, stock option expense decreased to $2,847,849 as compared to $5,431,093 during the year ended December 31, 2013. This is due mainly to the reduced number of options granted in 2014 and by the timing of stock option grants. We hire individuals with the required skills to advance our business and stock options may be granted to employees and consultants as part of their overall compensation. Depending on the nature of the awarded recipient’s role, we expense or capitalize to mineral interests the fair value of these stock option issuances over the vesting period.

During the fourth quarter of 2014, we implemented a Restricted Share Unit Plan (the “RSU Plan”). Restricted Share Units issued under the RSU Plan (the “RSUs”) vest in tranches over a three-year period and are cash-settled immediately upon vesting. The accrued liability recognized for the RSUs during the year ended December 31, 2014 was $61,799 (2013 - $Nil) of which $27,028 (2013 - $Nil) was recorded to share-based compensation and $34,771 (2013 - $Nil) was capitalized to mineral interests.

Investor relations and shareholder communication costs for the year ended December 31, 2014 were $1,105,584 as compared to $884,249 incurred for the year ended December 31, 2013. Investor relations and shareholder communication costs were mainly due to marketing and communication activities conducted within the investment community.

During the beginning of 2014, we acquired additional office space. This attributed to the majority of the increase in general and administrative costs of $1,137,268 for the year ended December 31, 2014 as compared to $871,696 for the year ended December 31, 2013.

Professional fees were $983,068 for the year ended December 31, 2014 compared to $386,711 for the year ended December 31, 2013. We are currently engaged in two class action lawsuits filed against us in the Ontario Superior Court of Justice and the United States District Court for the Southern District of New York. For details on the class action lawsuits, please see “Commitments, Contingencies and Off-Balance Sheet Arrangements” below. As we have reached our deductible limit with our insurers, future legal expenses associated with the class action lawsuits will be provided for in accordance with our insurance policy.

During the year ended December 31, 2014, we recorded a deferred income tax expense of $4,196,241 as compared to a deferred income tax expense of $6,476,458 for the year ended December 31, 2013. The difference is related to the transfer of the tax base of mineral exploration expenditures to flow-through share investors.

During the year ended December 31, 2014, some of our equity financings were denominated in US dollars. The majority of the foreign exchange gain of $343,728 (2013 - $Nil) is a result of the subsequent translation of the US dollar proceeds to Canadian dollars.

We earned interest income on our cash balance for the year ended December 31, 2014 of $405,671 compared to $460,142 for the year ended December 31, 2013.

Liquidity and Capital Resources

Our cash and cash equivalents as at December 31, 2014 totaled $34,495,175 increasing $22,920,085 from $11,575,090 at December 31, 2013. To date, our source of funding has been the issuance of equity securities for cash.

Our working capital as at December 31, 2014 was $33,770,270 as compared to $11,218,540 as at December 31, 2013.

Working capital items other than cash and cash equivalents consisted of receivables and other of $12,551,947 (2013- $8,029,053) and accounts payable and accrued liabilities of $13,276,852 (2013 - $8,385,603). Receivables and other is comprised primarily of $513,706 (2013 - $Nil) accrued for gold sales receivable, $1,651,138 (2013 - $1,206,485) of Goods and Services Tax refunds, and $9,739,990 (2013 - $6,800,690) accrued for BC Mineral Exploration Tax Credits receivable from the Province of BC.

On March 6, 2014, we completed a private placement of 568,182 Investment Tax Credit flow-through common shares at a price of $8.80 per flow-through share and 1,953,467 Canadian Exploration Expense (“CEE”) flow-through common shares at a price of $8.05 per flow-through share for aggregate gross proceeds of approximately $20,725,410 (the Flow-Through Offerings”). The agents in the Flow-Through Offerings were granted an over-allotment option and as such, on March 11, 2014, we issued an additional 34,112 CEE flow-through common shares and on March 20, 2014 we issued an additional 869,566 CEE flow-through common shares at a price of $8.05 per flow-through share. Total gross proceeds from the over-allotment option totaled approximately $7,274,608.

On July 29, 2014, we completed a marketed offering of 8,280,000 common shares at a price of US$7.25 per share. We received gross proceeds of US$49,524,750 for the sale of 6,831,000 common shares. The remaining 1,449,000 common shares were sold by Silver Standard Resources Inc. (“Silver Standard”) in a secondary offering pursuant to its existing registration rights to participate in offerings of our securities in an amount equal to the total number of common shares being offered multiplied by their current ownership percentage. On August 15, 2014, we completed the over-allotment option of 1,242,000 common shares at a price of US$7.25 per share pursuant to the marketed offering that completed on July 29, 2014 and we received gross proceeds of approximately US$7,400,000 for the sale of 1,024,650 additional shares. The remaining 217,350 additional shares were sold by Silver Standard. On August 15, 2014, we also completed a private placement of 496,054 common shares at a price of US$7.25 per share for gross proceeds of approximately US$3,596,000 to a holder who wished to maintain their respective pro rata interest in the Company.

On December 8, 2014, we announced the private placement of 12,836,826 common shares at a price of $6.30 per share to Zijin Mining Group., Ltd. (“Zijin”) for gross proceeds of approximately $80,872,004. This resulted in Zijin owning approximately 9.9% of our issued and outstanding shares. The Zijin private placement completed on January 16, 2015. Mr. Shaoyang Shen of Zijin was appointed to our Board of Directors pursuant to the terms of the subscription agreement dated December 8, 2014 which entitled Zijin to nominate one person.

On December 11, 2014, we announced that we had agreed to enter into subscription agreements with certain shareholders who wished to maintain their respective pro rata interests in the Company in connection with the strategic investment by Zijin (the “Pro-Rata Private Placement”). The Pro-rata Private Placement completed on January 21, 2015. A total of 2,897,490 common shares were issued to subscribers at a price of $6.30 per share for gross proceeds of approximately $18,254,187.

With our current working capital, we believe we will have sufficient capital to fund the continued permitting of the Brucejack Project, our environmental and engineering activities, as well as general corporate expenditures.

Cash used in investing activities in the year ended December 31, 2014 was $59,341,789 (2013 - $98,238,263), which was incurred mainly in respect of exploration and evaluation activities at the Projects described under Operations above in the amount of $66,794,675 (2013 - $92,718,243). Exploration and evaluation activities included $19,779,073 in engineering and permitting costs, $8,534,955 in underground mining costs, $5,315,943 for temporary road and bridges, $6,782,553 in drilling, and $6,415,392 for fuel, equipment rental and transportation. Other investing activities included $1,929,859 (2013 - $5,451,020) to acquire exploration software and machinery. Investing activities for the year ended December 31, 2014 also included cash inflows from gold sales of $9,871,995 (2013 - $Nil).

Development of any of our mineral properties will require additional equity and possibly debt financing. We are an exploration stage company and as such, we do not generate revenues from operations, except for proceeds from our exploration program gold sales. We rely on equity funding for our continuing financial liquidity. Our access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

Commitments, Contingencies and Off-Balance Sheet Arrangements

Following the announcement on October 9, 2013 of the resignation of Strathcona Mineral Services Ltd. (“Strathcona”), the consultant responsible for overseeing and reporting on the 10,000-tonne bulk sample, and the announcement of Strathcona’s reasons for resigning on October 22, 2013, the price of our shares on the TSX and the NYSE had a significant drop in value.

Canadian Class Actions

We are aware of two proposed class actions filed against us and certain of our officers and directors in the Ontario Superior Court of Justice: the first on October 29, 2013 by David Wong (the “Wong Action”) and the second on November 1, 2013 by Roksana Tahzibi (the “Tahzibi Action”)(collectively, the “Ontario Actions”). The plaintiffs seek certification of a class action on behalf of a class of persons, wherever they reside, who acquired our securities. In the Wong Action, the class period is between November 22, 2012 and October 22, 2013. In the Tahzibi Action, the class period is between July 23, 2013 and October 21, 2013.

The plaintiffs allege that certain of our continuous disclosure documents filed in Canada contained material misrepresentations or omissions regarding our Brucejack Project, including statements with respect to probable mineral reserves and future gold production at Brucejack, and failed to communicate alleged information from Strathcona. The plaintiffs allege these misrepresentations and omissions are actionable as negligent misrepresentations or misrepresentations under various provincial Securities Acts. The plaintiffs seek general damages of $60 million (in the Wong Action) and $250 million (in the Tahzibi Action) as well as pre- and post-judgment interest and costs.

There have been no further steps in the Ontario Actions. The Company believes that the allegations made against it in Ontario Actions are meritless and will vigorously defend them, although no assurance can be given with respect to the ultimate outcome of the Ontario Actions.

United States of America Class Actions

Between October 25, 2013 and November 18, 2013, five putative class action complaints were filed in the United States against us and certain of our officers and directors, alleging that we violated the United States securities laws by misrepresenting or failing to disclose material information concerning the Brucejack Project. All five actions were filed in the United States District Court for the Southern District of New York.

In January 2014, the Court ordered that these actions be consolidated into a single action, styled In re Pretium Resources Inc. Securities Litigation, Case No. 13-CV-7552. The Court has appointed as lead plaintiffs in the consolidated action three individuals who are suing on behalf of a putative class of shareholders who purchased our shares between June 11, 2013 and October 22, 2013.

In March 2014, the plaintiffs filed a consolidated amended class action complaint, which we moved to dismiss in May 2014. In July 2014, the plaintiffs filed a second consolidated amended class action complaint (“Second Amended Complaint”). We moved to dismiss the Second Amended Complaint on September 5, 2014. The plaintiffs filed their Opposition to our Motion to Dismiss on October 20, 2014 and we filed our reply brief on November 19, 2014. The Court has not yet issued a decision on the motion.

We believe the allegations made against us in these actions are meritless and will vigorously defend the matter, although no assurance can be given with respect to the ultimate outcome of such proceedings.

In general, litigation claims can be expensive and time consuming to bring or defend and could result in settlements or damages that could significantly affect our financial position. We intend to contest any such litigation claims to the extent of any available defenses. However, it is not possible to predict the final outcome of any current litigation or additional litigation to which we may become party to in the future, and the impact of any such litigation on our business, results of operations and financial condition, could be material.

We have no material long term debt, capital lease obligations, operating leases or any other long term obligations, other than a commitment for office lease and operating costs that require minimum payments.

Related Party Transactions

We have entered into employment agreements with each of our President and CEO (the (“CEO”), our Chief Development Officer and Executive Vice President (the “CDO”), our Chief Exploration Officer and Vice President (the “CExO”) and our Chief Operating Officer and Vice President (the “COO”). Under the employment agreements as of December 31, 2014, our CEO received a base salary of $450,000 per year, benefits and an annual performance bonus of 0.25% of the annual increase in our market capitalization, provided the increase in market capitalization is 10% or more; our CDO received a base salary of $350,000 per year, benefits and an annual bonus determined at the discretion of our Board; and our CExO and COO each received a base salary of $325,000 per year, benefits and an annual bonus determined at the discretion of our Board. Our CEO, CDO, CExO, and COO are also entitled, on termination without cause, to twenty-four months’ salary and twice the average annual performance bonus earned in the three years immediately preceding termination.

Critical Accounting Estimates and Judgments

Our significant accounting policies are presented in Note 3 to the consolidated financial statements for the year ended December 31, 2014. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which an estimate is revised and future periods if the revision affects both current and future periods.

Significant judgments about the future and other sources of estimation uncertainty at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made include, but are not limited to, the following:

1) Impairment assessment

The application of our accounting policy for impairment of mineral interests requires judgment to determine whether indicators of impairment exist including factors such as, the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of resource properties are budgeted and results of exploration and evaluation activates on the exploration and evaluation assets.

Management has assessed for impairment indicators on the Company’s mineral interests and has concluded that no impairment indicators existed as of December 31, 2014.

2) Determination of commercial viability and technical feasibility of the Brucejack Project

The application of our accounting policy for exploration and evaluation expenditures requires judgment to determine whether technical feasibility and commercial viability of the Brucejack Project is demonstrable. We considered the application status of key environmental permits and concluded that capitalized expenditure related to the Brucejack Project are appropriately classified as an exploration and evaluation asset.

Financial Instruments and Other Instruments

Financial assets:

We have the following financial assets: cash and cash equivalents, amounts receivable and restricted cash.

Such financial assets have fixed or determinable payments that are not quoted in an active market. Accordingly, they are measured at amortized cost using the effective interest method less any impairment losses.

Financial liabilities:

We have the following financial liabilities: amounts payable and other liabilities.

Such financial liabilities are recognized initially at fair value net of any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.

Financial Risk Management

We are exposed in varying degrees to a variety of financial instrument related risks. Our Board approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

Credit risk is our risk of potential loss if the counterparty to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets including cash and cash equivalents and restricted cash as well as the collectability of gold sales receivable. We limit our exposure to credit risk on financial assets by investing our cash and cash equivalents with financial institutions of high credit quality. We manage the credit risk on our gold sales by requiring provisional payments upfront between 75% - 90% of the value of the concentrate shipped and through utilizing multiple counterparties.

The carrying value of our cash and cash equivalents, restricted cash and gold sales receivable represent our maximum exposure to credit risk.

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due. We ensure that there is sufficient capital in order to meet short term business requirements, after taking into account cash flows from operations and our holdings of cash and cash equivalents. Our cash and cash equivalents are currently invested in business and savings accounts with financial institutions of high credit quality which are available on demand by us for our programs.

Interest Rate Risk

We are subject to interest rate risk with respect to our investments in cash and cash equivalents and restricted cash. Our current policy is to invest cash at floating rates of interest and cash reserves are to be maintained in cash and cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when cash and cash equivalents mature impact interest income earned.

Capital Management

Our objectives in the managing of the liquidity and capital are to safeguard our ability to continue as a going concern and provide financial capacity to meet our strategic objectives. Our capital structure consists of equity attributable to common shareholders, comprised of issued share capital, contributed surplus, accumulated comprehensive loss and accumulated deficit.

We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, we may attempt to issue new shares, issue new debt, and acquire or dispose of assets to facilitate the management of our capital requirements. We prepare annual expenditure budgets that are updated as necessary depending upon various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors.

As at December 31, 2014, we do not have any long-term debt and are not subject to any externally imposed capital requirements. With our current working capital, we believe we still have sufficient capital to fund the continued permitting of the Brucejack Project, our environmental and engineering activities, as well as general corporate expenditures.

Outstanding Share Data

At March 3, 2015, we had the following common shares and share purchase options outstanding.

	Number of securities	Exercise price ($)	Weighted Average Remaining Life (years)
Common shares	132,562,397
Share purchase options	11,911,950	$5.85 - $17.46	2.32
Fully diluted	144,474,347

Risks and Uncertainties

Natural resources exploration and development involves a number of risks and uncertainties, many of which are beyond our control. These risks and uncertainties include, without limitation, the risks discussed elsewhere in this MD&A and those identified in our Annual Information Form dated March 31, 2014 and filed on SEDAR, which are incorporated by reference in this MD&A.

Internal Control over Financial Reporting and Disclosure Controls and Procedures

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal controls over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. There has been no change in our internal control over financial reporting during the year ended December 31, 2014 that has materially affected, or is reasonably likely to affect our internal control over financial reporting.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (1992). Based upon our assessment and those criteria, management concluded that our internal control over financial reporting was effective as of December 31, 2014.

Disclosure Controls and Procedures

Management assessed the effectiveness of our disclosure controls and procedures as of December 31, 2014. Based upon the results of that evaluation, management concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information disclosed by us in the reports that we file were appropriately recorded, processed, summarized and reported to allow timely decisions regarding required disclosure.

Statement Regarding Forward-Looking Information

In connection with the forward-looking statements contained in this MD&A, we have made certain assumptions about our business, including about our planned exploration and development activities; the accuracy of our mineral resource estimates; capital and operating cost estimates; production and processing estimates; the results, costs and timing of future exploration and drilling; timelines and similar statements relating to the economic viability of the Brucejack Project; timing and receipt of approvals, consents and permits under applicable legislation; and the adequacy of our financial resources. We have also assumed that no significant events occur outside of our normal course of business. Although we believe that the assumptions inherent in the forward-looking statements are reasonable as of the date of this MD&A, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.

This MD&A contains ‘‘forward-looking information’’ and ‘‘forward looking statements’’ within the meaning of applicable Canadian and United States securities legislation.

Forward-looking information may include, but is not limited to, risks related to information with respect to our planned exploration and development activities, the adequacy of our financial resources, the estimation of mineral resources and reserves, realization of mineral resource and reserve estimates, timing of development of the Brucejack Project, costs and timing of future exploration, results of future exploration and drilling, production and processing estimates, capital and operating cost estimates, timelines and similar statements relating to the economic viability of the Brucejack Project, timing and receipt of approvals, consents and permits under applicable legislation, our executive compensation approach and practice, and adequacy of financial resources. Wherever possible, words such as ‘‘plans’’, ‘‘expects’’, ‘‘projects’’, ‘‘assumes’’, ‘‘budget’’, ‘‘strategy’’, ‘‘scheduled’’, ‘‘estimates’’, ‘‘forecasts’’, ‘‘anticipates’’, ‘‘believes’’, ‘‘intends’’ and similar expressions or statements that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘might’’ or ‘‘will’’ be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify forward-looking statements and information.

Statements concerning mineral resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be forward-looking information. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation, risks related to:

uncertainty as to the outcome of legal proceedings including certain class action proceedings in the U.S. and Canada;

the exploration, development and operation of a mine or mine property, including the potential for undisclosed liabilities on our mineral projects;

the fact that we are a relatively new company with no mineral properties in production or development and no history of production or revenue;

our ability to obtain adequate financing for our planned exploration and development activities and to complete further exploration programs;

dependency on the Brucejack Project for our future operating revenue;

our mineral resource estimates, including accuracy thereof and our ability to upgrade such mineral resource estimates and establish mineral reserve estimates;

uncertainties relating to the interpretation of drill results and the geology, grade and continuity of our mineral deposits;

commodity price fluctuations, including gold price volatility;

our history of negative operating cash flow, incurred losses and accumulated deficit;

market events and general economic conditions;

the inherent risk in the mining industry;

the commercial viability of our current and any acquired mineral rights;

availability of suitable infrastructure or damage to existing infrastructure;

governmental regulations, including environmental regulations;

delay in obtaining or failure to obtain required permits, or non-compliance with permits that are obtained;

increased costs and restrictions on operations due to compliance with environmental laws and regulations;

compliance with emerging climate change regulation;

adequate internal control over financial reporting;

increased costs of complying with the Dodd-Frank Act;

potential opposition from non-governmental organizations;

uncertainty regarding unsettled First Nations rights and title in British Columbia;

uncertainties related to title to our mineral properties and surface rights;

land reclamation requirements;

our ability to identify and successfully integrate any material properties we acquire;

uncertainties related to title to our mineral properties and surface rights;

currency fluctuations;

increased costs affecting the mining industry;

increased competition in the mining industry for properties, qualified personnel and management;

our ability to attract and retain qualified management;

some of our directors’ and officers’ involvement with other natural resource companies;

potential inability to attract development partners or our ability to identify attractive acquisitions;

potential liabilities associated with our acquisition of material properties;

our ability to comply with foreign corrupt practices regulations and anti-bribery laws;

changes to relevant legislation, accounting practices or increasing insurance costs;

our anti-takeover provisions could discourage potentially beneficial third party takeover offers;

significant growth could place a strain on our management systems;

share ownership by our significant shareholders, their ability to influence our governance and possible market overhang;

there is no market for our securities other than our common shares;

the trading price of our common shares is subject to volatility due to market conditions;

future sales or issuance of our equity securities;

certain actions under U.S. federal securities laws may be unenforceable;

if we raise debt securities, they will be unsecured and will rank equally with other unsecured debt;

our broad discretion relating to the use of proceeds from financings;

we do not intend to pay dividends in the near future; and

our being treated as a passive foreign investment company for U.S. federal income tax purposes.

This list is not exhaustive of the factors that may affect any of our forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Forward-looking statements involve statements about the future and is inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in our Annual Information Form dated March 31, 2014 as well as those referred to in our Short Form Base Shelf Prospectus dated July 16, 2014, both of which are filed on SEDAR and in the United States on Form 40-F through EDGAR at the SEC’s website at www.sec.gov.

Our forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In connection with the forward-looking statements contained in this prospectus, we have made certain assumptions about our business, including about our planned exploration and development activities; the accuracy of our mineral resource estimates; capital and operating cost estimates; production and processing estimates; the results, costs and timing of future exploration and drilling; timelines and similar statements relating to the economic viability of the Brucejack Project; timing and receipt of approvals, consents and permits under applicable legislation; and the adequacy of our financial resources. We have also assumed that no significant events will occur outside of our normal course of business. Although we believe that the assumptions inherent in the forward-looking statements are reasonable as of the date hereof, forward-looking statements are not guarantees of future performance due to the inherent uncertainty therein. We do not assume any obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law. For the reasons set forth above, prospective investors should not place undue reliance on forward-looking statements.