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: August 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 Six Months Ended June 30, 2015 and 2014
99.2	Management's Discussion and Analysis for the Quarter Ended June 30, 2015

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: August 10, 2015	PRETIUM RESOURCES INC.
	By:	/s/ Joseph J. Ovsenek
		Name:	Joseph J. Ovsenek
		Title:	President

EXHIBIT 99.1

PRETIUM RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Expressed in Canadian Dollars)

(Unaudited)

Suite 2300, Four Bentall Centre

1055 Dunsmuir Street, PO Box 49334

Vancouver, BC V7X 1L4

Phone: 604-558-1784

Email: invest@pretivm.com

PRETIUM RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited – Expressed in Canadian Dollars)

	Note	June 30, 2015			December 31, 2014

ASSETS

Current assets
Cash and cash equivalents		$	68,871,310		$	34,495,175
Receivables and other			16,200,265			12,551,947
			85,071,575			47,047,122
Non-current assets
Restricted cash	3		4,348,750			1,697,250
Property, plant and equipment			7,942,780			8,833,945
Mineral interests	3		833,747,725			759,237,949
			846,039,255			769,769,144

Total Assets		$	931,110,830		$	816,816,266

LIABILITIES

Current liabilities
Accounts payable and accrued liabilities		$	23,263,145		$	13,276,852
Flow-through share premium			1,013,163			-
			24,276,308			13,276,852
Non-current liabilities
Decommissioning and restoration provision			3,594,405			2,096,377
Deferred income tax			20,741,660			22,212,028
Total liabilities			48,612,373			37,585,257

EQUITY

Share capital	4		898,395,146			795,034,595
Share based payment reserve	4		65,832,559			59,969,633
Deficit			(81,729,248	)		(75,773,219	)
Total equity			882,498,457			779,231,009

Total Equity and Liabilities		$	931,110,830		$	816,816,266

Contingencies 6

Subsequent event 7

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on August 7, 2015.

On behalf of the Board:
“Ross A. Mitchell”		“George N. Paspalas”
Ross A. Mitchell (Chairman of Audit Committee)		George N. Paspalas (Director)

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

PRETIUM RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited – Expressed in Canadian Dollars)

		Three months ended June 30,						Six months ended June 30,
	Note	2015			2014			2015			2014

EXPENSES

Accretion of decommissioning and restoration provision		$	15,358		$	8,684		$	24,789		$	17,363
Amortization			12,274			19,293			27,042			33,903
Consulting			50,050			26,701			61,850			42,424
Insurance			100,856			87,054			231,101			178,538
Investor relations			334,457			252,005			606,547			508,557
Listing and filing fees			47,943			35,997			311,710			238,199
Office			301,188			296,908			603,047			554,208
Professional fees			113,356			570,537			271,385			1,061,348
Salaries			624,806			364,212			1,526,863			753,136
Share-based compensation	4		1,311,412			1,050,614			3,699,222			1,906,348
Travel and accommodation			120,837			23,032			240,115			52,970
Interest income			(239,316	)		(26,728	)		(512,902	)		(63,902	)
Foreign exchange (gain) loss			23,054			221,650			(580,673	)		221,650

Loss before taxes			2,816,275			2,929,959			6,510,096			5,504,742

Deferred income tax expense (recovery)			(390,357	)		376,185			(554,067	)		178,398

Net loss and comprehensive loss for the period		$	2,425,918		$	3,306,144		$	5,956,029		$	5,683,140
Basic and diluted loss per common share		$	0.02		$	0.03		$	0.05		$	0.05
Weighted average number of common shares outstanding			132,815,364			108,476,377			131,224,516			107,178,086

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

PRETIUM RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited – Expressed in Canadian Dollars)

		Six months ended June 30,
	Note	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period		$	(5,956,029	)	$	(5,683,140	)
Items not affecting cash:
Accretion of decommissioning and restoration provision			24,789			17,363
Amortization			27,042			33,903
Deferred income tax expense (recovery)			(554,067	)		178,398
Share-based compensation	4		3,699,222			1,906,348
Gain on sale of equipment			(46,798	)		-
Foreign exchange (gain) loss			(553,875	)		221,650
Change in non-cash working capital items:
Receivables and other			(380,851	)		(173,634	)
Accounts payable and accrued liabilities			(560,534	)		388,314

Net cash used in operating activities			(4,301,101	)		(3,110,798	)

CASH FLOWS FROM FINANCING ACTIVITIES
Common shares issued	4		106,126,191			28,000,020
Proceeds from exercise of stock options			600,000			-
Share issue costs	4		(3,596,688	)		(1,995,793	)

Net cash generated by financing activities			103,129,503			26,004,227

CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on mineral interests	3		(62,465,253	)		(23,022,041	)
Mineral recoveries			-			8,719,690
Purchase of property, plant and equipment			(10,289	)		(182,575	)
Proceeds from sale of equipment			120,900			-
Restricted cash	3		(2,651,500	)		(23,000	)

Net cash used in investing activities			(65,006,142	)		(14,507,926	)

Effect of foreign exchange rate changes on cash and cash equivalents			553,875			(221,650	)

Change in cash and cash equivalents for the period			34,376,135			8,163,853

Cash and cash equivalents, beginning of period			34,495,175			11,575,090

Cash and cash equivalents, end of period		$	68,871,310		$	19,738,943

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

PRETIUM RESOURCES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited – Expressed in Canadian Dollars)

	Note	Number of shares		Amount			Share-based payments reserve			Deficit			Total
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	4		3,425,327		26,306,513			-			-			26,306,513
Share issue costs	4		-		(1,995,793	)		-			-			(1,995,793	)
Deferred income tax on share issuance costs			-		469,637			-			-			469,637
Value assigned to options vested	4		-		-			3,729,600			-			3,729,600
Loss for the period			-		-			-			(5,683,140	)		(5,683,140	)
Balance – June 30, 2014			108,476,377	$	732,327,553		$	57,549,848		$	(69,011,587	)	$	720,865,814
Balance – December 31, 2014			116,828,081	$	795,034,595		$	59,969,633		$	(75,773,219	)	$	779,231,009
Shares issued under private placement	4		15,734,316		99,126,191			-			-			99,126,191
Shares issued under flow-through agreement	4		800,000		5,968,000			-			-			5,968,000
Share issue costs	4		-		(3,596,688	)		-			-			(3,596,688	)
Shares issued upon exercise of options	4		100,000		600,000			-			-			600,000
Transfer from contributed surplus on exercise of options			-		327,910			(327,910	)		-			-
Deferred income tax on share issuance costs			-		935,138			-			-			935,138
Value assigned to options vested	4		-		-			6,190,836			-			6,190,836
Loss for the period			-		-			-			(5,956,029	)		(5,956,029	)
Balance – June 30, 2015			133,462,397	$	898,395,146		$	65,832,559		$	(81,729,248	)	$	882,498,457

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

PRETIUM RESOURCES INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended June 30, 2015 and 2014

(Unaudited – 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 Suite 2300, Four Bentall Centre, 1055 Dunsmuir Street, PO Box 49334, Vancouver, BC, V7X 1L4.

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 to a development decision 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.	SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. Accordingly, these Financial Statements do not include all of the information and footnotes required by IFRS for complete financial statements for year-end reporting purposes. These financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2014, which have been prepared in accordance with IFRS as issued by the IASB.

The accounting policies applied by the Company in these financial statements are the same as those applied by the Company in its most recent annual consolidated financial statements for the year ended December 31, 2014.

Critical accounting estimates and judgments

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:

PRETIUM RESOURCES INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended June 30, 2015 and 2014

(Unaudited – Expressed in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Critical accounting estimates and judgments (cont’d)

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 up to the reporting date. Management has assessed impairment indicators on the Company’s mineral interests and has concluded that no impairment indicators existed as of June 30, 2015.

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.

3.	MINERAL INTERESTS

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

	Six months ended June 30, 2015
	Brucejack			Snowfield		Total
Acquisition
Balance, beginning of period	$	143,290,692		$	309,067,638	$	452,358,330
Additions in the period		93,764			-		93,764
Balance, end of period	$	143,384,456		$	309,067,638	$	452,452,094

Exploration
Balance, beginning of period	$	305,165,806		$	1,713,813	$	306,879,619
Costs incurred in the period
Camp and surface activities		25,655,991			-		25,655,991
Engineering and permitting		20,158,315			165,315		20,323,630
Underground and surface exploration		18,205,899			-		18,205,899
Road and transportation		6,510,273			-		6,510,273
Share based compensation and administration		7,187,219			-		7,187,219
Recoveries		(3,467,000	)		-		(3,467,000	)
Balance, end of period	$	379,416,503		$	1,879,128	$	381,295,631
Balance, June 30, 2015	$	522,800,959		$	310,946,766	$	833,747,725

PRETIUM RESOURCES INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended June 30, 2015 and 2014

(Unaudited – Expressed in Canadian Dollars)

3.	MINERAL INTERESTS (Cont’d)

	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

Snowfield and Brucejack Projects

The Company and the Nisga’a Nation have entered into a comprehensive Cooperation and Benefits Agreement in respect of the Brucejack Project. Under the terms of the Agreement, the Nisga’a Nation will provide ongoing support for the development and operation of Brucejack with participation in its economic benefits.

In relation to the Brucejack Project, the Company has $4,348,750 of restricted cash which includes $4,216,500 in the form of Guaranteed Investment Certificates and Letters of Credit 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.

PRETIUM RESOURCES INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended June 30, 2015 and 2014

(Unaudited – Expressed in Canadian Dollars)

4.	CAPITAL AND RESERVES

Authorized Share Capital

On January 15, 2015, the Company completed a private placement of 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. 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, on January 21, 2015, the Company issued an additional 2,897,490 common shares at $6.30 per share for gross proceeds of $18,254,187. The combined gross proceeds of these two offerings was $99,126,191 million (before share issue costs of $3,470,171).

On June 8, 2015, the Company completed a private placement of 800,000 flow-through shares at a price of $8.75 per flow-through share for gross proceeds of $7,000,000. The Company bifurcated the gross proceeds between share capital of $5,968,000 (before share issue costs of $126,517) and flow-through share premium of $1,032,000.

Share Option Plan

The following table summarizes the changes in stock options for the six months ended June 30:

	2015					2014
	Number of options			Weighted average exercise price		Number of options		Weighted average exercise price
Outstanding, January 1		10,810,950		$	8.48		9,841,950	$	8.63
Granted		1,556,000			8.23		510,000		7.44
Exercised		(100,000	)		6.00		-		-
Outstanding, June 30		12,266,950		$	8.46		10,351,950	$	8.57

The following table summarizes information about stock options outstanding and exercisable at June 30, 2015:

	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		7,001,500	$	1.90		6,307,000	$	6.14
$8.00 - $9.99		1,649,750		3.59		809,000		9.14
$10.00 - $11.99		2,015,700		1.22		2,015,700		11.53
$12.00 - $13.99		1,380,000		2.42		1,380,000		13.69
$14.00 - $15.99		95,000		1.85		95,000		14.70
$16.00 - $17.99		125,000		1.58		125,000		16.48
Outstanding, June 30, 2015		12,266,950	$	2.07		10,731,700	$	8.54

PRETIUM RESOURCES INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended June 30, 2015 and 2014

(Unaudited – Expressed in Canadian Dollars)

4.	CAPITAL AND RESERVES (Cont’d)

The total share option compensation for the six month period ended June 30, 2015 is $6,190,837 (2014 - $3,729,600) of which $3,535,848 (2014 - $1,906,348) has been recorded to share-based compensation in the statement of loss and $2,654,989 (2014 - $1,823,252) has been capitalized to mineral interests.

The following are the weighted average assumptions employed to estimate the fair value of options granted for the six month periods ended June 30, 2015 and June 30, 2014 using the Black-Scholes option pricing model:

	Six months ended June 30
	2015	2014
Risk-free interest rate	1.02%	1.63%
Expected volatility	66.8%	59.2%
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 following table summarizes the changes in RSU’s for the six months ended June 30, 2015:

	Number of RSU’s			Weighted average fair value
Outstanding, January 1		330,992		$	6.84
Granted		-			-
Settled		(1,433	)		8.24
Forfeited/expired		(5,146	)		8.24
Outstanding, June 30		324,413		$	6.84

The Company’s RSU’s are cash settled share based awards. At June 30, 2015, a liability of $423,596 (2014 - $61,799) was outstanding and included in accounts payable and accrued liabilities. For the period ended June 30, 2015, $163,374 (2014 - $Nil) of RSU compensation has been recorded to share-based compensation expense and $198,423 (2014 - $Nil) has been capitalized to mineral interests.

PRETIUM RESOURCES INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended June 30, 2015 and 2014

(Unaudited – Expressed in Canadian Dollars)

5.	RELATED PARTIES

Transactions with directors and key management personnel

	Six months ended June 30
	2015		2014
Salaries and management fees	$	1,117,938	$	787,061
Share based compensation		4,377,513		2,794,312
Total management compensation	$	5,495,451	$	3,581,373

Subsidiaries

The Company has two wholly owned subsidiaries: Pretium Exploration Inc., which holds interest in the Brucejack and Snowfield Projects, and 0890696 BC Ltd., which holds real estate in Stewart, BC.

6.	CONTINGENCIES

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.

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.

PRETIUM RESOURCES INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended June 30, 2015 and 2014

(Unaudited – Expressed in Canadian Dollars)

6.	CONTINGENCIES (Cont’d)

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.

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 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 the Company’s common shares between June 11, 2013 and October 22, 2013.

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

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

7.	SUBSEQUENT EVENT

On July 30, 2015, we announced that a positive Environmental Assessment Decision Statement was received from the Federal Minister of the Environment.

EXHIBIT 99.2

PRETIUM RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED JUNE 30, 2015

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the condensed consolidated financial statements of Pretium Resources Inc. (“Pretivm”, the “Company”, “we” or “us”) for the quarter ended June 30, 2015 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 condensed consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. This MD&A is prepared as of August 7, 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 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.

We have a 100% interest in the Brucejack Project and Snowfield Project, both of which are located in northwestern British Columbia.

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

The mineral claims for the Snowfield Project are in good standing until 2026 and we continue to conduct baseline environmental studies for potential future development.

2nd Quarter Highlights

On April 2, 2015, we announced that we had entered into a comprehensive Cooperation and Benefits Agreement with the Nisga’a Nation in respect of our Brucejack Project (see news release dated April 2, 2015). This Agreement establishes a long-term, mutually-beneficial relationship between Pretivm and the Nisga'a Nation, who have rights and interests as defined by the Nisga’a Final Agreement in the Nass Area where portions of the Project are located.

·	On May 13, 2015, we announced that Robert Quartermain had been appointed as Chairman and Chief Executive Officer, Joseph Ovsenek was promoted to President, Michelle Romero was promoted to Vice President - Corporate and Kevin Torpy was promoted to General Manager – Brucejack Mine.

On May 20, 2015, we announced a private placement of flow-through common shares of the Company, at a price of $8.75 per share. The private placement was completed on June 8, 2015 and a total of 800,000 flow-through shares were issued, for total gross proceeds of $7,000,000. The proceeds from the private placement will be used to fund grass-roots exploration including an airborne geophysical program and a surface drill program targeting geophysical anomalies east of the Brucejack Project.

On June 4, 2015, we announced initial results from the underground infill drill program in the Brucejack Project’s Valley of the Kings. Stope definition drilling intersected visible gold and continued to confirm the continuity of gold mineralization in stope areas defined by the June 2014 Feasibility Study for the Brucejack Project.

Subsequent to the end of the quarter on July 15, 2015, we announced a second set of results from the underground infill drill program in the Valley of the Kings which continued to confirm the style and grade distribution of the gold mineralization in the area currently being tested, including the intersection of high-grade and visible gold.

·	On July 30, 2015, we announced that a positive Environmental Assessment Decision Statement was received from the Federal Minister of the Environment.

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 3,200 hectares in area. The Brucejack Project forms part of our contiguous claims package that comprises over 105,000 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.

On March 27, 2015, we were issued an Environmental Assessment Certificate for the Brucejack Project by the British Columbia Minister of the Environment and Minister of Energy and Mines. The Ministers issued the certificate with conditions that have given them the confidence to conclude that the project will be constructed, operated and decommissioned in a way that ensures no significant adverse effects are likely to occur. We are addressing these conditions in advance of the start of mine construction which we expect to begin this summer.

We filed our federal Environmental Impact Statement with CEAA in August 2014 concurrent with the filing of our Environmental Assessment Certificate application to the province of British Columbia. The provincial and federal environmental assessment process were coordinated where possible, though with a separate federal review timeline.

On July 30, 2015, we received a positive Environmental Assessment Decision Statement from the Federal Minister of the Environment. The Decision Statement found that the Brucejack Project is not likely to cause significant adverse environmental effects.

In reaching the Decision, the Minister considered the Project Recommendation and the CEAA Environmental Assessment Report. The Report includes CEAA’s conclusions and recommendations on the potential environmental effects of the project, the proposed mitigation measures, the significance of any remaining adverse environmental effects and the follow-up program.

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). AMEC was awarded the EPCM contract in 2014 and continues to work on engineering and procurement. With our receipt of an Environmental Assessment Decision Statement from the Minister of the Environment of Canada, we will be awarding contracts including bulk earthworks, transmission line and long lead items. Contractors will be mobilizing to site on an ongoing basis, with construction activities commencing shortly.

Construction Financing

The funding to construct and develop the Brucejack Project is being finalized in support of the start of construction.

June 2014 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.

Economic Evaluation

A summary of financial outcomes using three metal price scenarios 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 (see “Resource Estimate” below). 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.

Mineral Resource Estimate

The 2014 Feasibility Study for the Brucejack Project is based on an updated high-grade Mineral Resource estimate which we announced on December 19, 2013 (see our news release dated 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).

2015 Exploration Program

A 40,000-meter infill drill program is underway in the Valley of the Kings. The program currently comprises 32 drill fans from three drill stations and has been planned to target stope areas in years 1 through 3 of the current mine plan (1320-meter level to 1200-meter level). The primary purpose of the drilling is grade control, with the additional benefit of infill drilling inferred and non-stope indicated resources in the same area. Two drills are working, with three drills planned in total for the program, which is expected to be completed by year-end.

A grass-roots exploration program in an area east of the Brucejack Project has commenced with two drills mobilized to site. Initial targets known as the Flow Dome Zone and Kitchenview Zone have been selected based on extensive regional exploration conducted by the Company, including airborne geophysics completed in 2014. The grass-roots exploration program will comprise additional airborne geophysical surveying and a surface drill program of 10,000 to 15,000 meters targeting porphyry/epithermal-style mineralization.

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. Our previous efforts 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, provided 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.

Additional Claims

Our contiguous claims, including the claims comprising the Brucejack and Snowfield Projects, total over 105,000 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

Basis of Presentation

The following financial data has been extracted from the Company’s unaudited interim financial statements, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements and interpretations of the International Financial Reporting Interpretation Committee (“IFRIC”) and are expressed in Canadian dollars unless otherwise stated. Our significant accounting policies are outlined in the notes to our audited consolidated financial statements for the year ended December 31, 2014.

Quarterly information

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

	2015 Q2	2015 Q1	2014 Q4	2014 Q3	2014 Q2	2014 Q1	2013 Q4	2013 Q3
Revenue	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Loss per share – basic and diluted	$0.02	$0.03	$0.02	$0.04	$0.03	$0.02	$0.04	$0.03
Loss and comprehensive loss	$2,426	$3,530	$2,094	$4,668	$3,306	$2,377	$5,006	$2,591
Total assets	$931,111	$915,153	$816,816	$811,896	$749,142	$746,736	$726,261	$731,775
Long-term liabilities	$24,336	$23,252	$24,308	$23,379	$20,303	$19,228	$19,836	$16,853
Cash dividends	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Cash and cash equivalents	$68,871	$103,412	$34,495	$63,981	$19,739	$24,706	$11,575	$30,564
Mineral interests	$833,747	$784,933	$759,238	$727,884	$709,284	$704,021	$696,790	$674,869

Net loss and comprehensive loss for the quarter ended June 30, 2015 was $2,425,918 compared to a loss of $3,306,144 during the quarter ended June 30, 2014. The decrease is largely attributed to deferred income tax which changed from an expense of $376,185 for the quarter ended June 30, 2014 to a recovery of $390,357 for the quarter ended June 30, 2015. This difference is related primarily to the Company’s non-capital losses.

During the second quarter, share-based compensation increased to $1,311,412 as compared to $1,050,614 in the second quarter of 2014. This is due to the increased number of options granted in 2015 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.

Investor relations and shareholder communication costs for the quarter ended June 30, 2015 was $334,457 as compared to $252,005 incurred for the quarter ended June 30, 2014. Investor relations and shareholder communication costs were mainly due to marketing and communication activities conducted within the investment community.

Professional fees were $113,356 for the quarter ended June 30, 2015 compared to $570,537 for the quarter ended June 30, 2014. 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. There was a significant decrease in professional fees for the quarter ended June 30, 2015 because we had reached our deductible limit with our insurers in the second quarter of 2014. Future legal expenses associated with the class action lawsuits will be provided for in accordance with our insurance policy.

Salaries expense for the quarter ended June 30, 2015 was $624,806 as compared to $364,212 for the quarter ended June 30, 2014. We had additional personnel in this quarter as compared to the quarter ended 2014. The increase in the second quarter of 2015 is also attributable to salary increases related to promotions as well as a new RRSP matching plan that was implemented.

Travel and accommodation for the quarter ended June 30, 2015 was $120,837 as compared to $23,032 for the quarter ended June 30, 2014. The increase is mainly attributable to the increased attendance at conventions and trade shows as well as additional investor and marketing efforts over the comparable quarter.

We earned interest income on our cash balance for the quarter ended June 30, 2015 of $239,316 compared to $26,728 for the quarter ended June 30, 2014 reflecting interest on the funds received from the closing of the non-brokered private placements completed in January 2015 and the closing of the private placement of flow-through common shares complete in June 2015.

During the quarter ended June 30, 2015, we recorded a foreign exchange loss of $23,054 as compared to a loss of $221,650 for the quarter ended June 30, 2014. The majority of the foreign exchange is a result of the translation of the US dollar cash balances to Canadian dollars.

Liquidity and Capital Resources

Our cash and cash equivalents as at June 30, 2015 totaled $68,871,310 increasing $34,376,135 from $34,495,175 at December 31, 2014. Of the cash and cash equivalents at June 30, 2015, $7,000,000 of the flow-through funds raised in this quarter remain unspent. To date, our source of funding has been the issuance of equity securities for cash.

Our working capital as at June 30, 2015 was $60,795,267 as compared to $33,770,270 as at December 31, 2014.

Working capital items other than cash and cash equivalents consisted of receivables and other of $16,200,265, accounts payable and accrued liabilities of $23,263,145 and flow-through share premium of $1,013,163. Receivables and other is comprised primarily of $2,425,610 of Goods and Services Tax refunds, and $13,206,990 accrued for BC Mineral Exploration Tax Credits receivable from the Province of BC.

On January 16, 2015, we completed a private placement of 12,836,826 common shares at a price of $6.30 per share with Zijin Mining Group., Ltd. (“Zijin”) for gross proceeds of $80,872,004 and on January 21, 2015, we completed a private placement with certain shareholders who wished to maintain their respective pro rata interests in the Company in connection with the strategic investment by Zijin. A total of 2,897,490 common shares were issued to subscribers at a price of $6.30 per share for gross proceeds of $18,254,187.

On June 8, 2015, we completed a private placement of 800,000 flow-through shares at a price of $8.75 per flow-through share for gross proceeds of $7,000,000.

With our current working capital as at June 30, 2015, we believe we will have sufficient capital to fund the continued permitting of the Brucejack Project, our environmental and engineering activities, additional exploration, as well as general corporate expenditures.

Cash used in investing activities in the quarter ended June 30, 2015 was $65,006,142 (2014 - $14,507,926), which was incurred mainly in respect of exploration and evaluation activities at the Projects described under Operations above in the amount of $62,465,253 (2014 - $23,022,041). Exploration and evaluation activities included $25,655,991 for camp and surface activities, $20,158,315 for engineering and permitting, and $18,205,899 for underground and surface exploration.

Development of any of our mineral properties will require additional equity and possibly debt financing. We are an advanced exploration stage company and as such, we do not generate revenues from operations, except for periodic 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

Class Action Lawsuits

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 22, 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 the 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 Chairman and CEO (our “CEO”), our President (our “President”), our Chief Operating Officer and Vice President (our “COO”), our Chief Financial Officer (our “CFO”), and our Chief Exploration Officer and Vice President (our “CExO”).

Under the employment agreements as of June 30, 2015, our CEO receives a base salary of $500,000 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 President receives a base salary of $450,000 per year, our COO receives a base salary of $400,000 per year, our CFO receives a base salary of $375,000, and our CExO receives a base salary of $350,000 per year. Each of the President, COO, CFO, and CExO are entitled to extended benefits and are eligible for an annual bonus determined at the discretion of our Board. Our CEO, President, COO, CFO and CExO 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 the notes to the consolidated financial statements for the year ended December 31, 2014. The preparation of the 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 our 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 or further exploration and evaluation of resource properties are budgeted and results of exploration and evaluation activates on the exploration and evaluation assets.

We have assessed for impairment indicators on our mineral interests and have concluded that no impairment indicators existed as of June 30, 2015.

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 expenditures related to the Brucejack Project are appropriately classified as an exploration and evaluation asset as of June 30, 2015.

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 any 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 any 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 and restricted cash 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 June 30, 2015, 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 August 7, 2015, we had the following common shares and share purchase options outstanding.

	Number of securities	Exercise price ($)	Weighted Average Remaining Life (years)
Common shares		133,462,397
Share purchase options		$5.85 - $17.46	2.07
Fully diluted

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, 2015 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 assessed the effectiveness of our internal control over financial reporting (“ICFR”) 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 (COSO 1992). During 2015, we will be transitioning to the updated standards set out in the COSO 2013 framework.

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 quarter ended June 30, 2015 that has materially affected, or is reasonably likely to affect our internal control over financial reporting.

Disclosure Controls and Procedures

Management assessed the effectiveness of our disclosure controls and procedures as of June 30, 2015. 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

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

In connection with the forward-looking information 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 information are reasonable as of the date of this MD&A, forward-looking information is not a guarantee of future performance and, accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.

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 Wall Street Reform and Consumer Protection 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;

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 information. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, 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 information involves 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 information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in our AIF dated March 31, 2015 which is filed on SEDAR and in the United States in our Form 40-F filed on the SEC’s website.

Our forward-looking information is based on the beliefs, expectations and opinions of management on the date the statements are made. In connection with the forward-looking information 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 will occur outside of our normal course of business. Although we believe that the assumptions inherent in the forward-looking information are reasonable as of the date of this MD&A, forward-looking information is not a guarantee of future performance and, accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein. We do not assume any obligation to update forward-looking information, 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 information.