Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of February 2016

Commission File Number: 001-35393

PRETIUM RESOURCES INC

(translation of registrant’s name into English)

1055 Dunsmuir Street, Suite 2300

Vancouver, British Columbia

Canada V7X 1L4

(Address of principal executive office)

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 x

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):

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No x

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.


	PRETIUM RESOURCES INC.

	By:	/s/ Joseph J. Ovsenek
Date: February 19, 2016	Name:	Joseph J. Ovsenek
	Title:	President

EXHIBIT INDEX


Exhibit Number		Description of Document

99.1		Purchase and Sale Agreement (Gold and Silver), dated as of September 15, 2015, among Orion Co-Investments II (Stream) Limited and BTO Midas L.P., as purchasers, Pretium Resources Inc., Pretium Exploration Inc., as seller, Orion Co-Investments II (Stream) Limited, as purchasers’ agent, and Orion Co-Investments II (ED) Limited, as collateral agent (redacted).
99.2		Offtake Agreement, dated as of September 15, 2015, among Pretium Exploration Inc., as seller, Pretium Resources Inc. and 0890696 B.C. Ltd., as guarantors, Orion Co-Investments II (Stream) Limited and BTO Midas L.P., as purchasers, and Orion Co-Investments II (Stream) Limited, as purchasers’ agent (redacted).
99.3		Credit Agreement, dated as of September 15, 2015, among Pretium Resources Inc., as borrower, Pretium Exploration Inc. and 0890696 B.C. Ltd., as guarantors, Orion Co-Investments II (ED) Limited and BTO Midas L.P., as lenders, and Orion Co-Investments II (ED) Limited, as administrative agent (redacted).

EXHIBIT 99.1

EXECUTION VERSION

PURCHASE AND SALE AGREEMENT

(GOLD AND SILVER)

ORION CO-INVESTMENTS II (STREAM) LIMITED and BTO MIDAS L.P. and

Each other Person that becomes a Purchaser

as Purchasers

– and –

PRETIUM RESOURCES INC.

– and –

PRETIUM EXPLORATION INC.

as Seller

– and –

ORION CO-INVESTMENTS II (STREAM) LIMITED

as Purchasers’ Agent

– and –

ORION CO-INVESTMENTS II (ED) LIMITED

as Collateral Agent

TABLE OF CONTENTS

		Page

ARTICLE 1 INTERPRETATION		2

1.1	Definitions	2
1.2	Certain Rules of Interpretation	28
1.3	Accounting Principles	29
1.4	No Subordination	30
1.5	This Agreement to Govern.	30
1.6	Schedules	30

ARTICLE 2 PURCHASE AND SALE		30

2.1	Purchase and Sale of Refined Gold and Refined Silver	30
2.2	Product Specifications	31
2.3	Delivery Obligations	32
2.4	Delivery Notifications and Invoicing	32
2.5	Gold Purchase Price	33
2.6	Silver Purchase Price	34
2.7	Payment for Refined Gold and Refined Silver	34
2.8	Currency and Method of Payments	34
2.9	Set-Off	34

ARTICLE 3 DEPOSIT		35

3.1	Deposit	35
3.2	Conditions Precedent to the Deposit in Favour of the Purchasers	35
3.3	Use of Deposit	37

ARTICLE 4 TERM		37

4.1	Term	37
4.2	Survival	38

ARTICLE 5 REPORTING; BOOKS AND RECORDS; INSPECTIONS		38

5.1	Operations Reports	38
5.2	Financial Reports	38
5.3	Copies of Project Documents	38
5.4	Notice of Commercial Production and Completion	39
5.5	Notice of Adverse Impact	39
5.6	Provision of Reports	40
5.7	Books and Records	40
5.8	Inspections	41

ARTICLE 6 COVENANTS		41

6.1	Conduct of Operations	41
6.2	Processing; Commingling	42
6.3	Certain Corporate Standards	44
6.4	Preservation of Corporate Existence; Location of Assets	44

-i-

TABLE OF CONTENTS
(continued)
		Page
6.5	Maintenance of Property; Encumbrances	44
6.6	Insurance	45
6.7	Certain Negative Covenants	46
6.8	Confidentiality	49

ARTICLE 7 TRANSFERS OF INTERESTS		50

7.1	Prohibition on Sale of Production Interests	50
7.2	Prohibition on Transfers and Change of Control	51
7.3	Change of Control	51
7.4	Closing	53
7.5	Permitted Transfers and Changes of Control	54
7.6	Abandonment	57

ARTICLE 8 STREAM OPTIONS		58

8.1	2018 Options and 2019 Options	58
8.2	2018 Options and 2019 Options Not Exercised	58
8.3	Closing of Stream Options	58

ARTICLE 9 SECURITY		59

9.1	Security	59
9.2	Additional Security from New Pretium Entities	60
9.3	Further Assurances – Security	60
9.4	Security Effective Notwithstanding Date of Deposit	61
9.5	No Merger	61
9.6	Release of Security	61
9.7	Stockpiling	61

ARTICLE 10 REPRESENTATIONS AND WARRANTIES		62

10.1	Representations and Warranties of Pretium and the Seller	62
10.2	Representations and Warranties of the Purchaser	62
10.3	Survival of Representations and Warranties	62
10.4	Knowledge	62

ARTICLE 11 SELLER EVENTS OF DEFAULT		62

11.1	Events of Default	62
11.2	Remedies	65

ARTICLE 12 PURCHASER EVENTS OF DEFAULT		65

12.1	Events of Default	65
12.2	Remedies	66

ARTICLE 13 TAXES		66

13.1	Taxes	66

-ii-

TABLE OF CONTENTS
(continued)
		Page
ARTICLE 14 INDEMNITIES		68

14.1	Indemnity of Pretium and the Seller	68
14.2	Indemnity of Purchaser	69
14.3	Non-Party Indemnified Persons	69

ARTICLE 15 THE PURCHASERS AND THE PURCHASERS’ AGENT		69

15.1	Decision-Making	69
15.2	Purchasers’ Obligations Several; No Partnership	70
15.3	Purchasers’ Agent	71
15.4	Sharing of Information	71
15.5	Amendments to this Article	72
15.6	Adjustments Among Purchasers	72
15.7	Number of Purchasers	72

ARTICLE 16 GENERAL		72

16.1	Disputes and Arbitration	72
16.2	Further Assurances	74
16.3	No Joint Venture	74
16.4	Governing Law	74
16.5	Notices	74
16.6	Press Releases	76
16.7	Amendments	76
16.8	Beneficiaries	76
16.9	Entire Agreement	76
16.10	Waivers	77
16.11	Assignment	77
16.12	Severability	78
16.13	Costs and Expenses	78
16.14	Counterparts	78

-iii-

THIS PURCHASE AND SALE AGREEMENT dated September 15, 2015

BETWEEN:

ORION CO-INVESTMENTS II (STREAM) LIMITED, an exempted company formed under the laws of Bermuda, BTO MIDAS L.P., a limited partnership formed under the laws of the Cayman Islands, and each other Person who becomes a purchaser in accordance with this Agreement (each, a “Purchaser”, and together, the “Purchasers”)

– and –

PRETIUM RESOURCES INC., a company formed under the laws of British Columbia (“Pretium”)

– and –

PRETIUM EXPLORATION INC., a company formed under the laws of British Columbia (the “Seller”)

– and –

ORION CO-INVESTMENTS II (STREAM) LIMITED, an exempted company formed under the laws of Bermuda, in its capacity as the Purchasers’ Agent (the “Purchasers’ Agent”)

– and –

ORION CO-INVESTMENTS II (ED) LIMITED, an exempted company formed under the laws of Bermuda, in its capacity as the Collateral Agent (the “Collateral Agent”)

WITNESSES THAT:

WHEREAS the Seller, a wholly-owned Subsidiary of Pretium, is the sole owner of the Project Real Property, and is currently developing the Project;

AND WHEREAS the Seller has agreed to sell to the Purchasers, and the Purchasers have agreed to purchase from the Seller, Refined Gold and Refined Silver produced from the Project Real Property, subject to and in accordance with the terms and conditions of this Agreement;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

-1-

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, including in the recitals and schedules hereto: “Abandonment Property” has the meaning set out in Section 7.6.

“Acquisition” means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (i) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or (ii) any division, business, project, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, project, operation or undertaking of any other Person.

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

“Aggregate Gold Quantity” means the product of (i) the difference between (1) 7,067,000 ounces of Refined Gold and (2) the aggregate ounces of Refined Gold that have been sold and delivered to and for which the Seller has received payment, including pursuant to the Offtake Agreement, prior to the applicable Delivery Start Date and (ii) the Designated Metal Percentage.

“Aggregate Silver Quantity” means the product of (i) the difference between (1) 26,297,000 ounces of Refined Silver and (2) the aggregate ounces of Refined Silver that have been sold and delivered to and for which the Seller has received payment prior to the applicable Delivery Start Date and (ii) the Designated Metal Percentage.

“Agreement” means this purchase and sale agreement and all attached schedules, in each case as the same may be amended, restated, amended and restated, supplemented, modified or superseded from time to time in accordance with the terms hereof.

“AML Legislation” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Applicable Laws, whether within Canada or, to the extent applicable to any Pretium Group Member, elsewhere, including any regulations, guidelines or orders thereunder.

“Annual Forecast Report” means a written report in relation to a fiscal year with respect to the Project, to be prepared by or on behalf of the Seller, including with reasonable detail a forecast, based on the then current Mine Plan, for such fiscal year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis of:

-2-

(i)

the tonnes and estimated grade of Minerals to be mined; and

(ii)

the tonnes and grade of Minerals to be processed, and expected recoveries for gold, silver and other types of marketable Minerals.

“Annual Operations Report” means a written report in relation to a fiscal year with respect to the Project, to be prepared by or on behalf of the Seller, which shall include all of the information pertaining to the construction, commissioning or operations contained in annual reports prepared and provided to the board of directors of any of the Pretium Group Members and, to the extent not contained in such reports, will also contain, for such year:

(i)

the tonnes and grade of Minerals mined during such year;

(ii)

the tonnes and estimated grade of Minerals stockpiled during such year and as of the end of such year;

(iii)

the tonnes and grade of Minerals processed during such year and recoveries for gold, silver, and other types of marketable Minerals;

(iv)

the number of ounces of gold and silver Outturned by any Refinery and Smelter during such year;

(v)

the estimated number of ounces of gold and silver contained in Minerals processed as of the end of such year that have not yet been delivered to or Outturned by any Refinery or Smelter;

(vi)

a statement setting out the mineral reserves and mineral resources (by category) prepared in accordance with National Instrument 43-101 (with the assumptions used, including cut-off grade, metal prices and metal recoveries) as of the end of such year;

(vii)

a review of the development and operating activities for such year, including:

(1)

the amount and a description of operating and capital expenditures (excluding exploration expenditures) and variances from projected operating and capital expenditures;

(2)

a report on any material issues or departures from that contemplated by the Mine Plan, as applicable as of the first day of such year;

(3)

any actual or expected materially adverse impact on development or production or recovery of gold or silver, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters; and

-3-

(4)

if applicable, the percentage completion compared to the Mine Plan of the major elements of construction and the anticipated Commercial Production Date, if it has not yet then occurred;

(viii)

details of any material health or safety violations and/or material violations of any Applicable Laws, or any non-compliance with the then-current Anti-Corruption Policy; and

(ix)

details of any Encumbrances, other than Permitted Encumbrances and Encumbrances securing the obligations under any Secured Financing following the Deposit Reduction Date, placed on the assets or properties of any Pretium Group Member greater than $10,000,000 in the aggregate.

“Anti-Corruption Laws” means the Corruption of Foreign Public Officials Act (Canada) and, to the extent applicable to any Pretium Group Member, the United Kingdom Bribery Act 2010, and the United States Foreign Corrupt Practices Act of 1977, and all other laws, rules, and regulations of any jurisdiction applicable to any Pretium Group Member from time to time concerning or relating to bribery or corruption.

“Anti-Corruption Policy” means the anti-bribery and anti-corruption policy of Pretium adopted by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with Section 6.3.

“Applicable Law” means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent, decree or administrative Order), or Authorization of a Governmental Body, in each case to the extent applicable to and legally binding upon or having the force of law over any specified Person, property, transaction or event, or any of such Person’s property or assets.

“Arbitration Rules” means the International Arbitration Rules of the International Centre for Dispute Resolution.

“Associate” has the meaning ascribed to such term in the Securities Act (British Columbia), as in effect on the date of this Agreement.

“Authorization” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.

-4-

“Board” means the board of directors of Pretium.

“Business” means the business of the Pretium Group Members, taken as a whole, as described in the Public Disclosure Documents, including, without limitation, the development, construction, and operation of, and extraction of mineral resources from, the Project.

“Business Day” means any day, other than (i) a Saturday, Sunday or statutory holiday in any one of New York City, New York, Hamilton, Bermuda, Vancouver, British Columbia or London, England, or (ii) a day on which banks are generally closed in any one of those cities.

“Capitalized Lease Obligation” means, for any Person, any payment obligation of such Person under an agreement for the lease, license or rental of, or providing such Person with the right to use, property that, in accordance with IFRS, is required to be capitalized.

“Change of Control” of a Person (the “Subject Person”) means the consummation of any transaction or event, including any consolidation, business combination, arrangement, amalgamation or merger or any issue, Transfer or acquisition of securities, the result of which is that any other Person (other than an Affiliate of the Subject Person) or group of other Persons (other than an Affiliate of the Subject Person) acting jointly or in concert for purposes of such transaction or event (1) becomes the beneficial owners, directly or indirectly, of more than 50% of the votes attached to the voting securities of the Subject Person or (2) otherwise acquires Control, directly or indirectly, of the Subject Person, including through the occupation of a majority of the seats (other than the vacant seats) on the Board by individuals who were neither (i) nominated by the Board nor (ii) appointed, approved or endorsed by members of the Board.

“Closing Date” means the date of which the Seller has satisfied the conditions in Section 3.2.

“Collateral” means the Project Property and any presently held and future acquired undertaking, property and assets charged or intended to be charged pursuant to the Security Documents.

“Collateral Agent” means Orion Co-Investments II (ED) Limited, in its capacity as collateral agent for the Purchasers under this Agreement, or any successor Collateral Agent appointed by the Majority Purchasers (including pursuant to the Intercreditor Agreement).

“Commercial Production Date” means the first day of the calendar month immediately following the first calendar month during which the Process Plant processes ore at an average rate of ●% of one-twelfth of yearly nameplate capacity (as set forth in the Mine Plan).

“Commingling Plan” has the meaning set out in Section 6.2(c).

-5-

“Completion Date” means the first day of the calendar month immediately following the first period of two consecutive calendar months during which the Process Plant processes ore at an average rate of ●% of one-twelfth of yearly nameplate capacity (as set forth in the Mine Plan).

“Confidential Information” has the meaning set out in Section 6.8(a).

“Construction Budget” means the $746,935,000 budget for the construction of the Project, as set forth at Schedule A, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.

“Contract” means any agreement, contract, lease, licence or mineral claim, and includes any unilateral instrument such as a mortgage, deed of trust, debenture, note or indenture, provided the same creates a legally valid and binding contractual obligation of the grantor thereunder, enforceable by the grantee in accordance with its terms.

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise, and “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Agreement” means the credit agreement to be dated the date of this Agreement between Pretium, as borrower, the Seller and 089, as guarantors, Orion Co-Investments II (ED) Limited, as lender, and the other lenders who become party thereto, and Orion Co-Investments II (ED) Limited, as administrative agent, providing for the Credit Facility, as it may be amended from time to time.

“Credit Facility” means the senior secured loan facility provided for by the Credit Agreement making up to $350,000,000 available to Pretium for construction and development financing for the Project.

“Date of Delivery” has the meaning set out in Section 2.3(c).

“Debt” means, at any time, with respect to any Person, on a consolidated basis with its Subsidiaries, without duplication excluding any interest component thereof (whether actual or imputed) that is not due and payable, but including any interest that has been capitalized (including by way of original issue discount), the aggregate of all the liabilities of that Person at that time that, according to IFRS, are required to appear in that Person’s financial statements, including (except to the extent specified below to be excluded) the following amounts, each calculated in accordance with IFRS:

(i)

all obligations, including by way of overdraft and drafts or orders accepted representing extensions of credit, that would be considered to be indebtedness for borrowed money, and all obligations, whether or not with respect to the borrowing of money, that are evidenced by bonds, debentures, notes or other similar instruments;

(ii)

the face amount of all bankers’ acceptances and similar instruments;

-6-

(iii)

all liabilities upon which interest charges are customarily paid by that Person, other than liabilities for Taxes;

(iv)

the aggregate amount at which any securities of such Person that are redeemable or retractable at the option of the holder of such securities (except where the holder is such Person) may be redeemed or retracted following the Deposit Reduction Date for cash, cash equivalents or other Debt of such Person;

(v)

all Capitalized Lease Obligations, synthetic lease obligations, obligations under Sale-Leasebacks and Purchase Money Obligations;

(vi)

the amount of all contingent liabilities in respect of letters of credit, performance bonds, surety bonds and similar instruments;

(vii)

accounts payable and accruals that are over 120 days past due (except to the extent being contested in good faith);

(viii)

Hedging Exposure of such Person;

(ix)

contingent liabilities in respect of product warranties, and any other contingent liability, in each case only to the extent that the contingent liability is required by IFRS to be treated as a liability on a balance sheet of the Person contingently liable; and

(x)

the amount of the contingent liability under any Guarantee in any manner of any part or all of an obligation of another Person of the type included in items (i) through (ix) above;

but excluding, for greater certainty, any obligation that is on account of (A) reserves for deferred income taxes or general contingencies, or (B) trade accounts payable and accrued liabilities (including income taxes payable) incurred in connection with the Project.

“Delivery Start Date” means January 1, 2020 unless (i) Pretium exercises the 2018 Stream Option, in which case it will be January 1, 2019, or (iii) Pretium exercises the 2019 Stream Option, in which case it will also be January 1, 2020.

“Deposit” has the meaning set out in Section 3.1(a).

“Deposit Reduction Date” means the date on which the Deposit is reduced to nil in accordance with this Agreement or, as provided in Section 3.1(d), deemed to be reduced to nil.

“Designated Metal Percentage” means, in respect of each Outturn, 8%, unless

(i) Pretium exercises the 2018 Stream Option, in which case it will be 3.0%, or

(ii) Pretium exercises the 2019 Steam Option, in which case it will be 4.0%, in each case of the number of ounces of Refined Gold and Refined Silver produced from Minerals and credited to the Seller by any Refinery or Smelter after the applicable Delivery Start Date.

-7-

“EAs” means, collectively, (i) the Brucejack Gold Mine Project Environmental Assessment Report dated July 2015 (as may be updated, supplemented or replaced from time to time) by the Canadian Environmental Assessment Agency, and (ii) the Assessment Report for the Brucejack Gold Mine Project dated March 2015 (as may be updated, supplemented or replaced from time to time) by the British Columbia Environmental Assessment Agency).

“Encumbrance” means, with respect to any Person, any mortgage, debenture, pledge, hypothec, lien, charge, contractual right of set-off (to the extent resulting in a security interest), assignment by way of security, or security interest, including a purchase money security interest in respect of any such Person’s property, or any consignment by way of security or the interest of the lessor under any lease constituting a Capital Lease Obligation or any other security agreement, trust or arrangement having the effect of creating an interest in any property of such Person as security for the payment of any debt, liability or obligation, and “Encumbrances”, “Encumbrancer” and “Encumbered” shall have corresponding meanings.

“Environmental Laws” means all Applicable Laws relating to (i) the protection of the environment, (ii) preservation or reclamation of natural resources, (iii) human health and safety as it relates to environmental matters, contaminants and hazardous substances, (iv) hazardous substances and contaminants, (v) the assessment of environmental and social impacts, or (vi) the rehabilitation, reclamation and closure of lands used in connection with the Project.

“Equity Investment” means the subscription by Orion Co-Investments II (ED) Limited and BTO Midas L.P. for an aggregate of $50 million of common shares of Pretium pursuant to the Subscription Agreement.

“Excluded Taxes” has the meaning set out in Section 13.1(d).

“Financial Statements” means the audited consolidated financial statements of Pretium as at and for the year ended December 31, 2014, including the notes thereto, together with the auditor’s report thereon, and the unaudited consolidated interim financial statements of Pretium for the six-month period ended June 30, 2015, which form part of the Public Disclosure Documents.

[certain definitions omitted

“Fixed Gold Price” means $400.00 per ounce.

“Fixed Silver Price” means $4.00 per ounce.

-8-

“Franco-Nevada Royalty” means the 1.2% net smelter return royalty granted in favour of Franco-Nevada Corporation on production in excess of 503,386 ounces of gold and 17,907,080 ounces of silver pursuant to:

(i)

Net Smelter Returns Royalty dated August 31, 2001 between Newhawk Gold Mines Ltd and Black Hawk Mining Inc.;

(ii)

Confirmation, Novation and Amending Agreement dated May 13, 2013 between Pretium Exploration Inc., B2Gold Corp. and Franco-Nevada Corporation; and

(iii)

Royalty Assignment dated May 13, 2013 between B2Gold Corp. and Franco-Nevada Corporation.

“Future Authorizations” has the meaning set out in Section (q) of Schedule G hereof.

“General Security Agreement” means one or more agreements pursuant to which the Seller and each Guarantor (other than Pretium) grants a security interest to the Purchasers’ Agent in all of its presently held and future acquired personal property Collateral.

“Gold Market Price” means, with respect to any day, the afternoon per ounce LBMA Gold Price in U.S. dollars quoted by the London Bullion Market Association (currently in partnership with ICE Benchmark Administration) for Refined Gold on such day or, if such day is not a trading day, the immediately preceding trading day; provided that (i) if the LBMA Gold Price is no longer quoted by the London Bullion Market Association, the Gold Market Price shall be determined by reference to the price of Refined Gold in the manner endorsed by the London Bullion Market Association, or (ii) if the London Bullion Market Association ceases to be in operation, the Gold Market Price shall be determined by reference to the price of Refined Gold in the manner endorsed by the World Gold Council, failing which the Gold Market Price will be determined by reference to the price of Refined Gold on a commodity exchange mutually acceptable to the Seller and the Purchasers’ Agent, each acting reasonably.

“Gold Purchase Price” has the meaning set out in Section 2.5.

“Good Industry Practice” means, in relation to any specified decision or undertaking, the exercise of a degree of diligence, skill, care and prudence which would reasonably be expected to be observed by experienced professionals in the Canadian mining industry engaged in the same type of undertaking under the same or similar circumstances.

“Governmental Body” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.

-9-

“Guarantee” means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any obligation for Debt of another, including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation (including keep-well covenants), or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the lender of such obligation will be protected against loss in respect thereof. The amount of any guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.

“Guarantors” means, collectively, Pretium and each Pretium Entity (other than the Seller). As of the date hereof, Pretium and 089 are the only Guarantors.

“Hazardous Substances” means (i) any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, oil, radioactive materials, flammable substances, explosives, petroleum and petroleum products, polychlorinated biphenyls, chlorinated solvents and asbestos, (ii) any “hazardous substances”, “toxic substances”, “hazardous materials”, “hazardous wastes” or words of similar import under any Environmental Laws, (iii) any other chemical, material, gas or substance, the exposure or release of which is or may be prohibited, limited or regulated by any Environmental Laws, and (iv) any chemical, material, gas or substance that does or may pose a hazard to health and/or safety of Persons or the environment.

“Hedging Exposure” means, in relation to any Person (the “relevant party”) and any counterparty of the relevant party at any time, the net amount which would be payable by the relevant party to that counterparty, or by that counterparty to the relevant party, as the case may be, pursuant to all Hedging Transactions in effect between them at that time of determination if such transactions were to be terminated as the result of the early termination thereof.

“Hedging Transaction” means any transaction which is (i) a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, forward commodity transaction, credit derivative transaction, repurchase or reverse repurchase transaction, securities lending transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any similar transaction (including any option with respect to any of these transactions) or (ii) any combination of these transactions.

-10-

“IFRS” means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

“Inchoate Lien” means, with respect to any property or asset of any Person, the following liens:

(i)

any lien for Taxes, assessments or governmental charges not yet due or being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the books of such Person in accordance with IFRS; and

(ii)

undetermined or inchoate liens, privileges or charges incidental to current operations which have not been filed (or are not required to be filed) pursuant to Applicable Law against such Person’s property or assets or which relate to obligations not due or delinquent.

“Intercreditor Agreement” means the intercreditor agreement to be dated the date of this Agreement between Orion Co-Investments II (ED) Limited in its capacity as Administrative Agent under the Credit Facility, the Purchasers’ Agent on behalf of the Purchasers, the Collateral Agent, the Seller, Pretium and 089, as it may be amended from time to time.

“Investment” means, with respect to any Person, the making by such Person of (i) any direct or indirect investment in or purchase or other acquisition of the securities of or an equity interest in any other Person, (ii) any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), any other Person, or (iii) any capital contribution to (whether by means of a transfer of cash or other property or any payment for property or services for the account or use of) any other Person; provided that, for greater certainty, an Acquisition shall not be treated as an Investment.

“Key Transaction Documents” means, collectively, the Subscription Agreement, this Agreement, the Credit Agreement, the Intercreditor Agreement and the Offtake Agreement.

“Losses” means any and all damages, claims, losses, diminution of value, liabilities, fines, injuries, costs, penalties and expenses (including reasonable legal fees). Losses shall not include consequential, special, exemplary, indirect, incidental or punitive damages or loss of profits or opportunity except to the extent such losses are awarded to a third party in connection with a claim by a third party.

-11-

“Majority Purchasers” means, at any time, all the Purchasers, if there are two or fewer Purchasers, and otherwise two or more Purchasers holding in the aggregate a Purchaser’s Share greater than 662/3% or as otherwise agreed to by each of the Purchasers.

“Material Adverse Effect” means a material adverse change to or material adverse effect on:

(i)

the Business or the capitalization, assets, liabilities, operations or condition (financial or otherwise) of the Pretium Group Members, taken as a whole;

(ii)

the ability of the Pretium Group Members, taken as a whole, to develop, construct or operate the Project, or on the economic viability of the Project, substantially as contemplated by the Mine Plan (as in effect at the time of such material adverse change or effect); or

(iii)

the ability of any Pretium Group Member to perform its obligations under any Stream Document to which it is a party; or

(iv)

the rights and remedies of the Purchasers (or any one of them) under the Stream Documents.

provided, in each case, that it shall not include any event, change or effect resulting exclusively from (x) the announcement of the execution of this Agreement or any other Key Transaction Document; (y) any change in the price of the publicly listed stock of Pretium; or (z) any change in gold or silver prices (it being understood that the underlying effects, events, facts or occurrences giving rise to any of (x), (y) or (z) that are not otherwise excluded by this proviso may be determined to constitute, or give rise to, a Material Adverse Effect, and provided further that it shall not include putting the Project into care and maintenance after the Commercial Production Date solely as a result of any change in gold or silver prices.

“Material Contracts” means the Contracts listed on Schedule 1.1.83 to the Credit Agreement and any other Contract to which the Seller, Pretium or any other Guarantor is a party (i) involving the potential expenditure or revenue of more than $● in the aggregate or in excess of $● in any fiscal year or (ii) the loss or termination of which could reasonably be expected to result in a Material Adverse Effect.

“Material Orders” means the Orders listed on Schedule 1.1.84 to the Credit Agreement and any other Order which is material to the Project, having regard to the nature and effect of such Order.

“Material Project Authorization” means the Project Authorizations listed on Schedule 1.1.85 of the Credit Agreement, and any other Project Authorization, the breach, loss or termination of which would be, or could reasonably be expected to be, material to the development of the Project or the commencement and ongoing operation of commercial production (including commercial production transactions).

-12-

“Mine Plan” means ●.

“Minerals” means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from the Project Real Property, including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Project Real Property, and including ore, concentrate and doré and any other products resulting from the further milling, processing or other beneficiation of Minerals.

“Monthly Operations Report” means a written report prepared by or on behalf of the Seller in relation to the immediately preceding calendar month, which report shall include all material information pertaining to the development or operations of the Project, including the following information for such month:

(i)

a review of the material permitting, development or operating activities for the month and a report on any material issues, departures from, or contemplated or potential changes to the Mine Plan, as applicable;

(ii)

until the Completion Date:

(1)

a summary of the actual Project Costs incurred on a cumulative and monthly basis (including costs committed to and/or actually funded, and, if applicable, the expected time of funding);

(2)

variances of actual Project Costs from projected Project Costs in the Mine Plan;

(3)

the percentage completion of the major elements of construction compared to the Mine Plan; and

(4)

the anticipated Completion Date;

(iii)

details of any material health or safety violations and/or material violations of any Applicable Laws, or any non-compliance with the Anti-Corruption Policy; and

(iv)

until the applicable Delivery Start Date, the amount (on a monthly and cumulative basis since the date hereof) of Refined Gold and Refined Silver referred to in clause (2) of each of the definitions of Aggregate Gold Quantity and Aggregate Silver Quantity.

“Monthly Production Report” means a written report in relation to a calendar month with respect to the Project that contains, for such month:

(i)

the tonnes and estimated grade of Minerals mined during such month;

(ii)

the tonnes and estimated grade of Minerals stockpiled during such month (and the total stockpile at the end of such month);

-13-

(iii)

the tonnes and estimated grade of Minerals processed during such month and recoveries for gold, silver, and other types of marketable minerals;

(iv)

the number of ounces of gold and silver Outturned by the Refinery during such month;

(v)

the estimated number of ounces of gold and silver contained in Minerals processed as of the end of such month that have not yet been delivered to or Outturned by the Refinery;

(vi)

the aggregate number of ounces of Refined Gold and Refined Silver delivered to the Purchaser under this Agreement up to the end of such month; and

(vii)

a detailed calculation of the Uncredited Balance (if any) as of the end of such month.

“Mortgage” means the mortgage or charge of real property to be granted by 089 in a form to be agreed.

“National Instrument 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators or any successor instrument, rule or policy.

“NPV Criteria” means a calculation of net present value based on (i) the calculation methodology contained in the Technical Report, (ii) the future production set forth in the then current Mine Plan, and (iii) published Selected Commodity Analysts consensus annual future prices for gold and silver. For the purpose of the foregoing, “Selected Commodity Analysts” means the respective division, group or entity of each of the following, which is responsible for forecasting metal prices for gold and silver: Bank of America Merrill Lynch, BMO Capital Markets, CIBC World Markets, Credit Suisse, GMP Securities, Morgan Stanley, RBC Capital Markets, Scotia Capital, TD Securities and UBS Securities, provided that any of the foregoing that has not published forecasts for the applicable metal(s) prior to end of the last calendar quarter shall be excluded with respect to such metal(s) and the foregoing list may be updated by the Parties, acting reasonably, in writing from time to time in order to remove and replace any institution that ceases to publish the relevant information. Where such term is used herein, the reference to consensus prices shall be determined based on the most recent forecast published by such persons.

“NPV of the Remaining Stream” means the net present value of the Purchaser’s rights under this Agreement based on the NPV Criteria.

“Net Proceeds” means, with respect to the receipt of proceeds under Sections 6.6(a) and 6.6(b), the aggregate amount received by the Pretium Group Members less the fees, costs and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Purchasers’ Agent upon request) incurred or paid to a third party by any Pretium Group Member in connection with the claim giving rise to such proceeds, without deduction for any insurance premiums or similar payments.

-14-

“New Owner” has the meaning set out in Section 7.5(a).

“New Parent” has the meaning set out in Section 7.5(b).

“new Triggering Event” has the meaning set out in Section 7.3(i).

“Non-Committed Products” means Refined Gold and Refined Silver which are sold, transferred or otherwise disposed of in the ordinary course of business, provided such sales or transfers are done in compliance with this Agreement and are in excess of the Refined Gold and Refined Silver required to be delivered in compliance with the Offtake Agreement or this Agreement from time to time, and in any event provided further that, prior to the applicable Delivery Start Date, the Seller will not sell, transfer or otherwise dispose of more than 3,533,500 ounces of Refined Gold and 13,148,500 ounces of Refined Silver.

“NYSE” means the New York Stock Exchange.

“Offtake Agreement” means the offtake agreement to be dated the date of this Agreement between the Seller and the Purchaser or an Affiliate of the Purchaser.

“OFAC” means The Office of Foreign Assets Control of the US Department of the Treasury.

“Order” means, in respect of any Person, any order, directive, decree, judgment, ruling, award, injunction or direction of any Governmental Body or other decision-making authority of competent jurisdiction which is legally binding on such Person.

“Other Minerals” means any and all marketable metal bearing material in whatever form or state (including ore) that is mined, produced, extracted or otherwise recovered from any location that is not within the Project Real Property.

“Other Rights” means all material licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions or franchises held by a Pretium Group Member and issued by or obtained from or which are or required to be issued by or obtained from any Person not a Related Person to any Pretium Group Member (other than a Governmental Body) and which are required for the construction, development and operation of the Project, substantially in accordance with the Mine Plan as then in effect.

“Outturn” means (i) an outturn of Refined Gold and/or Refined Silver from a Refinery or (ii) in the case of a sale of gold-silver bearing concentrate to a Smelter pursuant to a Sales Contract, the receipt by the Seller or its Affiliates of Refined Gold or Refined Silver, whether provisional or otherwise, or the receipt by the Seller or its Affiliates of a final cash payment pursuant to a Sales Contract, in any case processed from Minerals.

-15-

“Parties” means the parties to this Agreement.

“Permitted Asset Disposition” means, as at any particular time, a sale, transfer or other disposition of:

(i)

any property or assets by the Seller, Pretium or any other Guarantor to one or more other Guarantors, Pretium or the Seller;

(ii)

tangible personal property, provided that the proceeds of such disposition are used to acquire like assets of similar quality and value for use in the Project within 90 days of any such disposition, or, in the event that such a corresponding acquisition is not made within such 90-day period, provided that the Seller shall have, within that same 90-day period, provided a plan to the Purchasers’ Agent detailing its planned use of such proceeds to acquire like assets of similar quality and value, which plan shall be effected within 365 days of the applicable disposition, and provided further that the Seller’s ability to construct and/or operate the Project will not be materially impaired by such disposed assets not being replaced for such 90 or 365 days period;

(iii)

Minerals in accordance with this Agreement and the Offtake Agreement;

(iv)

Non-Committed Products;

(v)

other assets of the Seller, Pretium or any other Guarantor the aggregate fair market value of which shall not exceed $● in any fiscal year;

(vi)

Abandonment Property;

(vii)

disposition of any mineral claims that are not (i) subject to the Security Agreement re: Mineral Claims, and (ii) Project Real Property; and

(viii)

●.

“Permitted Encumbrances” means, in respect of any Collateral, any of the following:

(i)

Encumbrances arising from court or arbitral proceedings or any judgment rendered, claim filed or registered related thereto, provided that the judgment or claim secured thereby are being contested in good faith by such Person, adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS, execution thereon has been stayed and continues to be stayed and such Encumbrances do not result in an Event of Default or materially impair the operation of the business of the Seller, Pretium or any other Guarantor;

(ii)

good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations, provided such Encumbrances do not materially impair the operation of the business of the Seller, Pretium or any other Guarantor;

-16-

(iii)

Encumbrances made or incurred in the ordinary course of business to secure (a) workers’ compensation, surety or appeal bonds, letters of credit, costs of litigation when required by law, Order, and public and statutory obligations, or (b) the discharge of Encumbrances or claims incidental to construction and mechanics’, warehouseman’s, carriers’ and other similar liens or construction and mechanics’ and other similar Encumbrances, provided such Encumbrances do not materially impair the operation of the business of any the Seller, Pretium or any other Guarantor;

(iv)

any development or similar agreements concerning real property of such Person entered into with a Governmental Body or public utility from time to time which do not and will not in the aggregate materially and adversely affect the Security or materially impair its use in the operation of the business of such Person, and which are not violated in any material respect;

(v)

any Inchoate Lien;

(vi)

such minor defects as may be revealed by an up to date plan of survey of any property and any registered or unregistered encumbrances, including, without limitation, easements, rights of way, encroachments, restrictive covenants, servitudes or other similar rights or interests in land granted to or reserved by other Persons, rights of way for sewers, electric lines, telephone lines and other similar purposes, or zoning by-laws or other restrictions as to the use of real property which defects, encumbrances, easements, servitudes, rights of way and other similar rights and restrictions provided in each case that it does not individually or in the aggregate materially impair the usefulness of such property in the operation of the business of such Person;

(vii)

security or deposits given to a public utility or any Governmental Body when required by such utility or Governmental Body pursuant to any Project Agreement, or in connection with the operations of such entities and in the ordinary course of their business;

(viii)

the Security;

(ix)

Encumbrances securing the obligations under (1) the Credit Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement, or (2) any Refinancing Facility, provided that such Encumbrances are subject to an intercreditor agreement entered into in accordance with the terms hereof;

-17-

(x)

Encumbrances securing Purchase Money Obligations and Capitalized Lease Obligations relating solely to the acquisition of equipment necessary for the development, construction or operation of the Project, provided that such Encumbrances extend only to the property clearly and individually identified as acquired or financed thereby (including the proceeds of such property) and no recourse is available to any other assets of the Seller, Pretium or any other Guarantor and any extension, renewal or refinancing thereof, provided that the amount secured does not exceed the original amount secured immediately prior to such extension, renewal or refinancing and the Encumbrances are not extended to any additional property; the aggregate of the Debt outstanding at any time referred to in this paragraph (x) shall not exceed $●;

(xi)

Encumbrances for Taxes, assessments or governmental charges or levies not at the time due or delinquent or which relate to any such obligations that are being contested in good faith by such Person and adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS and such Encumbrances do not materially impair the operation of the Business of the Seller, Pretium or any other Guarantor;

(xii)

Encumbrances and charges incidental to construction or current operations (including, without limitation, carrier’s, warehouseman’s, mechanics’, construction, builder’s, materialmen’s and repairmen’s liens) that have not at such time been filed pursuant to Applicable Law or which relate to obligations not due or delinquent or which relate to any such obligations that are being contested in good faith by such Person and adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS and such Encumbrances do not materially impair the operation of the Business of the Seller, Pretium or any other Guarantor;

(xiii)

the right reserved to or vested in any Governmental Body by the terms of any lease, licence, franchise, grant or permit acquired by the Seller or a Guarantor or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof, provided such Encumbrances do not materially impair the operation of the Business of the Seller, Pretium or any other Guarantor;

(xiv)

the restrictions, exceptions, reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants from any Governmental Body, and such Encumbrances do not materially impair the operation of the Business of the Seller, Pretium or any other Guarantor;

-18-

(xv)

Encumbrances on concentrates or Minerals or the proceeds of sale of such concentrates or Minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing only the payment of the Seller’s or any of its Subsidiary’s respective portion of the fees, costs and expenses attributable to the processing of such concentrates or minerals under any such processing or refining arrangement, but only insofar as such Encumbrances relate to obligations which are at such time not past due or the validity of which are being contested in good faith by appropriate proceedings and adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS and such Encumbrances do not materially impair the operation of the Business of the Seller, Pretium or any other Guarantor;

(xvi)

applicable zoning, land use, building restrictions and Governmental Body restrictions affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with in all material respects and such restrictions and regulations do not materially impair the use of the applicable property for the purpose for which it is held (including in accordance with the Mine Plan);

(xvii)

Encumbrances granted in favour of a public utility or another Governmental Body, including Encumbrances resulting from the deposit or pledge of cash or securities with or to secure indemnification or reimbursement obligations in respect of any letter of credit or guarantee issued to any such utility, Governmental Body or any other Person, in any such case as security for obligations arising in connection with the Project under Environmental Laws or other Applicable Laws, including repair, rehabilitation, reclamation, remediation or similar obligations in respect of the Project Real Property or any portion thereof;

(xviii)

Encumbrances in favour of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;

(xix)

Encumbrances relating to fuel or other inventory consumed in the operation of the Business and stored on-site at the Project (regardless of whether such fuel or other inventory is delivered on consignment or subject to other retention of ownership rights or encumbrances);

(xx)

Encumbrances disclosed in Schedule 1.1.109(t) to the Credit Agreement, but only to the extent such Encumbrances conform to their description in such Schedule;

(xxi)

the Franco-Nevada Royalty as it exists on the date hereof;

(xxii)

Encumbrances securing Permitted Hedging Arrangements to the extent provided for in the hedging plan and policy approved by the Majority Purchasers, acting reasonably;

(xxiii)

●; and

-19-

(xxiv)

other Encumbrances agreed to in writing by the Purchasers’ Agent;

provided, however, that no Encumbrance described above, other than (viii), (ix), (x) and (xxiii), shall constitute a Permitted Encumbrance if it was incurred in connection with the borrowing of money.

“Permitted Hedging Arrangements” means derivative or hedging arrangements (other than in respect of the price of Minerals) entered into following the Commercial Production Date which have been entered into for bona fide business purposes, and pursuant to a hedging plan and policy approved by the Majority Purchasers, acting reasonably.

“Person” means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.

“Pretium Entity” means, from time to time, any Person (now or hereafter formed or acquired) that holds or acquires directly or indirectly any interest in the Seller or the Project Property or has a right to acquire Minerals from the Seller (other than the Purchasers under the Offtake Agreement), provided that, if any such Person Transfers or otherwise ceases to hold any direct or indirect interest in the Seller or the Project Property in accordance with Article 7, it will cease to be a Pretium Entity for the purposes of this Agreement and the other Stream Documents. Pretium or a Person directly or indirectly holding an interest in Pretium who does not otherwise hold an interest, directly or indirectly, in the Seller or the Project Property shall not be considered a Pretium Entity for the purposes of this Agreement.

“Pretium Group Members” means, collectively, Pretium and its Subsidiaries.

“Principal Balance Amount” means, at any time, an amount determined by the following formula:

A x (1.15)c/12 – Σ (Pi x 1.15 (c-i)//12)

A =

$150,000,000 unless (i) the Seller exercises the 2018 Stream Option, in which case it is $87,000,000, (ii) the Seller exercises the 2019 Stream Option, in which case it is $122,000,000, and (iii) the Seller fails to exercise the 2018 Stream Option or the 2019 Stream Option, in which case it is $272,000,000

P =

an amount equal to the sum of the amounts paid by the Purchaser to the Seller pursuant to Sections 2.5(b) and 2.6(b) assuming, for the purpose of determining the Principal Balance Amount, that those Sections applied to the price paid by the Purchasers for deliveries of Refined Gold and Refined Silver by the Seller pursuant to Section 2.3 (regardless of whether or not the Deposit Reduction Date has occurred) in each full month from the applicable Delivery Start Date to the date of determination of the Principal Balance Amount

-20-

i =	each full month from the applicable Delivery Start Date in which a payment is made pursuant to Sections 2.5(b) and 2.6(b)

c =	the number of full months from the applicable Delivery Start Date to the date of determination of the Principal Balance Amount

“Process Plant” means the process plant to be completed in connection with the Project, substantially as contemplated in the Mine Plan, and used to process Minerals into doré or gold-silver bearing flotation concentrate.

“Production Interest” means any royalty, stream, participation or production interest and related assets, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals.

“Project” means the Brucejack gold and silver project located in north-western British Columbia, approximately 65 kilometres north of Stewart, British Columbia, as described in the Technical Report, and including the mining, exploration and development thereof and the mines, infrastructure and processing facilities constructed or used therein.

“Project Agreements” means all Contracts of the Seller, Pretium and any other Guarantor which are required for or otherwise material to: (i) the ownership, lease or use of the Project or the Project Property; (ii) the development, construction and mining operations of the Project; (iii) the sale or disposition of Minerals from the Project, including sales, royalty, streaming and off-take agreements and other similar arrangements; and (iv) any option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, in respect of the Project Property, or the Minerals produced or proceeds therefrom, in each case, whether entered into prior to or after the date of this Agreement.

“Project Authorizations” means all Authorizations and Other Rights (including environmental Authorizations) necessary for (i) the development, construction and mining operations of the Project, and (ii) the commencement and ongoing operation of commercial production transactions in relation to the Project.

“Project Costs” means all capital expenditures incurred by Pretium, a Pretium Entity or the Seller for the purposes of the development, construction and operation of the Project, including escalation, contingencies, initial working capital, taxes, duties, expenditures for plant equipment, spares and other capital goods, inventory, capital expenditures required to maintain the Project at its design capacity (including repairs and replacements funded by insurance proceeds), interest during construction, financing fees and expenses and other development costs, as initially set out the Construction Budget, and as the same may be amended from time to time and provided to the Purchaser.

-21-

“Project Property” means all of the property, assets, undertaking and rights of the Seller, Pretium and any other Guarantor in and relating to the Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and mineral interests, and specifically including, but not limited to: (i) the Project Real Property; (ii) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property, in each case relating to the Project; (iii) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (iv) all books and records of the Seller, Pretium and any other Guarantor related to any of the foregoing.

“Project Real Property” means all real property interests, mineral claims, mineral leases and other mineral rights, concessions and interests, and all surface access rights held by the Seller, Pretium or any other Guarantor relating to the Project (which, as of the date hereof, together with a map of the Project Real Property, are as set forth in Schedule B), and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by the Seller, Pretium and any other Guarantor at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.

“Project Schedule” means the schedule for the construction and operation of the Project, as set forth in Schedule C, as the same may be amended from time to time in accordance with this Agreement.

“Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of Pretium with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on Pretium’s SEDAR profile.

“Purchase Money Obligations” means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance.

“Purchase Right” has the meaning set out in Section 7.3(a).

“Purchaser Assignment” means an assignment agreement in the form attached as Schedule D.

“Purchaser Event of Default” has the meaning set out in Section 12.1.

-22-

“Purchaser’s Share” means, at any time, in respect of each Purchaser, the percentage of the amount of the Deposit that such Purchaser has funded, as set out in Schedule E, as may be updated from time to time in accordance with this Agreement; provided that such Purchaser’s entitlement to receive any payment or delivery from the Seller or any other Pretium Group Members shall be reduced or increased, as applicable in accordance with the terms of this Agreement, on account of any Taxes applicable to such Purchaser, such that the amounts received by the other Purchasers is not affected thereby.

“Purchasers” means the Purchasers party hereto from time to time, as set forth in Schedule E, as may be updated from time to time in accordance with this Agreement and “Purchaser” means any one of them, as the context so requires.

“Purchasers’ Agent” means Orion Co-Investments II (Stream) Limited, in its capacity as agent for the Purchasers under this Agreement, or any successor Purchasers’ Agent appointed by the Majority Purchasers in accordance with Section 15.3.

“Purchaser Event of Default” has the meaning set out in Section 12.1.

“Real Property” means the Project Real Property and all other real property interests, mineral claims, mineral leases and other mineral rights, concessions and interests, and all surface access rights held by any Pretium Group Member and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body.

“Receiving Party” has the meaning set out in Section 6.8(a).

“Refinancing Facility” means any credit facility, bonds, debentures, notes or other similar instruments, the net proceeds of which are used to replace, refinance, defease or discharge the Credit Facility (or any other Refinancing Facility), provided that (i) the principal amount of such Debt available under such Refinancing Facility does not exceed the principal amount of the Debt so replaced, refinanced, defeased or discharged (plus the amount of all fees, and expenses and premiums incurred in connection therewith), (ii) such Refinancing Facility has a maturity date which is on or after the maturity date of the Debt being replaced, refinanced, defeased or discharged, and a weighted average life to maturity equal to or greater than the Debt being replaced, refinanced, defeased or discharged, (iii) such Refinancing Facility has an interest rate which is equal to or lower than the interest rate of the Debt being replaced, refinanced, defeased or discharged, and (iv) if such Refinancing Facility is secured against the Collateral, the lenders or holders thereunder have agreed to be bound by an intercreditor agreement with the Purchasers which is (x) substantially on the same terms and conditions as the Intercreditor Agreement or (y) otherwise at least as favourable to the Purchasers (as determined by the Purchasers’ Agent, acting reasonably) as the Intercreditor Agreement.

“Refined Gold” means marketable metal bearing material in the form of gold bars or coins that is refined to standards meeting or exceeding 995 parts per 1,000 fine gold, and otherwise conforming to the London Bullion Market Association (or a successor satisfactory to the Purchasers’ Agent) specifications for good delivery.

-23-

“Refined Silver” means marketable metal bearing material in the form of silver bars or coins that is refined to standards meeting or exceeding 999 parts per 1,000 fine silver, and otherwise conforming to the London Bullion Market Association (or a successor satisfactory to the Purchasers’ Agent) specifications for good delivery.

“Refinery” means any smelter or refinery that is recognized by the London Bullion Market Association (or a successor satisfactory to the Purchaser) at the relevant time as producing gold and silver bars meeting specifications for good delivery chosen by the Seller from time to time, provided that the Seller has given the Purchaser at least 10 Business Days’ written notice of such choice.

“Related Party” means, with respect to any Person (the “first named Person”), any Person that does not deal at arm’s length with the first named Person or is an Associate of the first named Person and, in the case of the Seller or any Guarantor includes: (i) any director, officer, employee or Associate of Pretium or any of its Affiliates, (ii) any Person that does not deal at arm’s length with Pretium or any of its Affiliates, and (iii) any Person that does not deal at arm’s length with, or is an Associate of, a director, officer, employee or Associate of Pretium or any of its Affiliates.

“Restricted Payment” means, with respect to the Seller, Pretium or any other Guarantor, any payment by such Person to any other Person (other than the Seller, Pretium or any other Guarantor) (i) of any dividends or any other distribution on any shares of its capital or other equity interests (other than dividends or distributions by way of the issuance of shares or other equity interests of such Person), (ii) on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of its capital or other equity interests or any warrants, options or rights to acquire any such shares, (iii) of any principal of, or interest or premium on, or of any amount in respect of a sinking or analogous fund or defeasance fund for, any Debt of such Person ranking in right of payment pari passu with or subordinate to the Stream Obligations, or (iv) of any management, consulting or similar fee, or any material bonus or comparable payment, or material payment by way of gift or other gratuity, to any Related Party, unless such payment is to a director, officer or employee of the Seller, Pretium or any other Guarantor in that capacity and consists of reimbursement for reasonable and ordinary course expenses related to the business of the Pretium Group Members incurred by such director, officer or employee in accordance with the policies in effect governing such reimbursements.

“Sale-Leaseback” means an arrangement under which title to any property or an interest therein is transferred by or on the direction of a Person (“X”) to another Person, which leases or otherwise grants the right to use such property, asset or interest (or other property, which X intends to use for the same or a similar purpose) to X (or nominee of X), whether or not in connection therewith X also acquires a right or is subject to an obligation to acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement.

“Sale Right” has the meaning set out in Section 7.3(c).

-24-

“Sales Contract” means an agreement with a Smelter for the sale of gold-silver bearing concentrate to such Smelter in exchange for payment to the Seller or its Affiliate of either cash proceeds or Refined Gold or Refined Silver.

“Sanctioned Entity” means (i) a country or a government of a country, (ii) an agency of the government of a country, (iii) an organization directly or indirectly controlled by a country or its government, or (iv) a Person resident in or determined to be resident in a country, in each case, that is subject to a country Sanctions program administered and enforced by OFAC or by any Canadian Governmental Body.

“Sanctioned Person” means (i) any Person listed in any sanctions-related list of designated Persons maintained by any Canadian Governmental Body or (ii) a Person named on the list of Specially Designated Nationals maintained by OFAC.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Canadian Governmental Body or OFAC.

“Secured Financing” means any Debt for borrowed money of, or lending facility or other financing arrangement of (including any secured derivative transactions entered into in connection with such Indebtedness, or any other related hedge financing), any Pretium Entity secured by any assets of any Pretium Entity.

“Securities Laws” means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules and policies of the Toronto Stock Exchange and any other stock exchange on which securities of Pretium are traded.

“Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in (i) each of the provinces and territories of Canada in which Pretium is a reporting issuer, (ii) the United States and (iii) any other jurisdictions whose Securities Laws are applicable to Pretium.

“Security” means the Encumbrances granted in favour of the Collateral Agent pursuant to the Security Documents.

“Security Documents” means Guarantees in favour of the Purchasers’ Agent in respect of the Stream Obligations, the General Security Agreements, the Mortgages, the Share Pledge Agreements and any other security documents held from time to time by the Collateral Agent securing or intended to secure performance of the Stream Obligations, including, without limitation, the security described in Section 9.1.

“SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.

“Seller Event of Default” has the meaning set out in Section 11.1.

-25-

“Share Pledge Agreements” means one or more agreements pursuant to which each Guarantor (including Pretium) pledges its equity interests in any Pretium Entity in favour of the Purchasers’ Agent.

“Silver Market Price” means, with respect to any day, the daily per ounce LBMA Silver Price in U.S. dollars quoted by the London Bullion Market Association (currently in partnership with CME Group and Thomson Reuters) for Refined Silver on such day or, if such day is not a trading day, the immediately preceding trading day; provided that, if the LBMA Silver Price is no longer quoted by the London Bullion Market Association, the Silver Market Price shall be determined by reference to the price of Refined Silver in the manner endorsed by the London Bullion Market Association, failing which the Silver Market Price will be determined by reference to the price of Refined Silver on a commodity exchange mutually acceptable to the Seller and the Purchasers’ Agent, each acting reasonably.

“Silver Purchase Price” has the meaning set out in Section 2.6.

“Smelter” means any smelter (other than a smelter forming part of the Process Plant or a smelter that is a Refinery) that processes Minerals in the form of gold-silver bearing concentrate into doré or other beneficiated form of gold or silver suitable for delivery to a Refinery.

●

“Stream Documents” means this Agreement, the Security Documents and the Intercreditor Agreement.

“Stream Obligations” means all indebtedness, liabilities and other obligations owed to the Purchasers hereunder or under any other Stream Document, whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising.

“Subordinated Intercompany Debt” means any debts, liabilities or obligations owing by the Seller, Pretium or any other Guarantor to any Pretium Group Member, on any account and in any capacity, subordinated in accordance with the provisions of the Subordination and Postponement of Claims.

“Subordination and Postponement of Claims” means a subordination and postponement of claims in favour of the Purchasers’ Agent in respect of Subordinated Intercompany Debt pursuant to which, among other things, the holder of such Subordinated Intercompany Debt agrees that such Subordinated Intercompany Debt will be subordinated and postponed to the Stream Obligations and that no interest or principal in respect of such Subordinated Intercompany Debt shall be payable while any Stream Obligations remain outstanding, except as permitted by Section 6.7(h), and that no Encumbrances have been or will be taken by such holder for such Subordinated Intercompany Debt, and which shall otherwise be in form and substance satisfactory to the Purchasers’ Agent, acting reasonably.

-26-

“Subscription Agreement” means the Subscription Agreement dated the date hereof between Orion Co-Investments II (ED) Limited, BTO Midas L.P. and Pretium providing for the Equity Investment.

“Subsidiary” means, with respect to any Person, any other Person which is Controlled directly or indirectly by that Person.

“Taxes” means all present and future taxes (including, for certainty, real property taxes), levies, imposts, stamp taxes, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto, and “Tax” shall have a corresponding meaning.

“Tax Returns” means all returns, declarations, reports, estimates, information returns and statements required to be filed with any Governmental Body in respect of any Taxes, including any schedule or attachment thereto or amendment thereof.

“Technical Report” means the technical report titled “Feasibility Study and Technical Report Update on the Brucejack Project, Stewart, B.C.” with an effective date of June 19, 2014 prepared for Pretium by Tetra Tech and co-authored by Snowden Mining Industry Consultants Inc., AMC Mining Consultants (Canada) Ltd., ERM Rescan, BGC Engineering Inc., Alpine Solutions Avalanche Services and Valard Construction.

“Term” has the meaning set out in Section 4.1(a).

“Third Parties” has the meaning set out in Section 6.8(a)(i).

“Time of Delivery” has the meaning set out in Section 2.3(c).

“Transfer” means to, directly or indirectly, sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including expropriation or other transfer required or imposed by law or any Governmental Body), whether voluntary or involuntary.

“Triggering Event” means (i) a Change of Control of one or both of Pretium or the Seller in which a Person (or group of Persons acting jointly or in concert) becomes the beneficial owner, directly, or indirectly, of more than 50% of the votes attached to the voting securities of Pretium or the Seller, (ii) a Transfer of all or substantially all of the assets of Pretium or the Seller, taken as a whole, or of all or substantially all the Project Property, (iii) Pretium or the Seller agreeing to, or entering into, any agreement, arrangement or other transaction with any Person (or group of Persons acting jointly or in concert) that would give effect to or support the foregoing or (iv) any offer or proposal by any Person (or group of Persons acting jointly or in concert) to effect a Change of Control referred to in clause (i) or (ii).

“Triggering Event Amount” has the meaning set out in Section 7.3(a).

“Triggering Event Notice” has the meaning set out in Section 7.3(b).

“TSX” means the Toronto Stock Exchange.

-27-

“2018 Non-Stream Option” has the meaning set out in Section 8.1(a).

“2018 Options” means the 2018 Non-Stream Option and the 2018 Stream Option.

“2018 Stream Option” has the meaning set out in Section 8.1(a).

“2019 Non-Stream Option” has the meaning set out in Section 8.1(b).

“2019 Options” means the 2019 Non-Stream Option and the 2019 Stream Option.

“2019 Stream Option” has the meaning set out in Section 8.1(b).

“Unanimous Purchasers” means, at any time, all of the Purchasers at such time.

“Uncredited Balance” means, at any time, the uncredited balance of the Deposit determined in accordance with this Agreement.

“Utility Commitment” means, to the extent applicable, any water service commitments and agreements, transmission or electrical service commitments and agreements and other utility commitments and agreements including commitments or agreements to construct or provide the infrastructure, rights of way and easements necessary to provide the aforementioned utility services.

“Valuator” has the meaning set out in Section 7.3(a).

“089” means 0890696 B.C. Ltd., a company formed under the laws of British Columbia.

1.2 Certain Rules of Interpretation

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires:

(a)

The terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.

(b)

References to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement.

(c)

Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(d)

References to a Party in this Agreement mean the Party or its successors or permitted assigns.

(e)

Where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”.

-28-

(f)

The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(g)

Words importing the singular include the plural and vice versa and words importing gender include all genders.

(h)

A reference to an agreement includes all schedules, exhibits and other appendices attached thereto and shall include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement.

(i)

A reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time.

(j)

Time is of the essence in the performance of the Parties’ respective obligations under this Agreement.

(k)

In this Agreement a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (New York City time) on the last day of the period. Whenever any payment is required to be made, action is required to be taken or period of time to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day.

(l)

Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to United States dollars.

(m)

References to an “ounce” are to a troy ounce (being equal to 31.1034768 grams).

(n)

References in this Agreement to a Schedule of the Credit Agreement means such Schedule as it existed on the original date of the Credit Agreement.

(o)

“Acting jointly or in concert” has the meaning under applicable Securities Laws.

1.3 Accounting Principles

Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement, including the contents of any certificate to be delivered hereunder, such determination, consolidation or computation shall, unless the Parties otherwise agree or the context otherwise requires, be made in accordance with IFRS.

-29-

1.4 No Subordination

The use of the term “Permitted Encumbrances” to describe any interests and Encumbrances permitted hereunder shall mean that they are permitted to exist (whether in priority to or subsequent in priority to the Security, as determined by Applicable Law), and shall not be interpreted as meaning that such interests and Encumbrances are entitled to priority over the Security.

1.5 This Agreement to Govern.

If there is any inconsistency between the terms of this Agreement and the terms of the Security Documents, the provisions hereof shall prevail to the extent of the inconsistency.

1.6 Schedules

The following schedules are attached to and form part of this Agreement:

Schedule A - Construction Budget

Schedule B - Description of Project Real Property (with Map)

Schedule C - Project Schedule

Schedule D - Form of Purchaser Assignment Agreement

Schedule E - Purchaser Information

Schedule F - Valuator

Schedule G - Representations and Warranties of the Seller and Pretium

Schedule H - Representations and Warranties of the Purchasers

ARTICLE 2

PURCHASE AND SALE

2.1 Purchase and Sale of Refined Gold and Refined Silver

(a)

Subject to and in accordance with the terms of this Agreement, commencing on the applicable Delivery Start Date and until the end of the Term, the Seller hereby agrees to sell to each Purchaser, and each Purchaser hereby agrees (severally) to purchase from the Seller, in respect of each Outturn:

(i)

an amount of Refined Gold equal to the Purchaser’s Share of the Designated Metal Percentage, free and clear of all Encumbrances, until the Aggregate Gold Quantity has been delivered to the Purchasers under this Agreement; and

(ii)

an amount of Refined Silver equal to the Purchaser’s Share of the Designated Metal Percentage, free and clear of all Encumbrances, until the Aggregate Silver Quantity has been delivered to the Purchasers under this Agreement.

-30-

(b)

Subject to Section 2.1(c), the amount of Refined Gold and Refined Silver to be delivered by the Seller to the Purchasers under this Agreement shall be measured by the amount of Refined Gold and Refined Silver credited to the Seller in each Outturn.

(c)

In the case of the sale of gold-silver bearing concentrate to a Smelter for cash, the number of ounces of Refined Gold and Refined Silver to be delivered to the Purchasers will be measured by the number of ounces of payable gold and payable silver contained in each shipment delivered to a Smelter, determined in accordance with the applicable Sales Contract.

(d)

For greater certainty, the Purchasers shall not be responsible for any refining, treatment or other charges, penalties, insurance, deductions, transportation, settlement, financing, price participation charges or other charges, penalties, deductions, set-offs, Taxes or expenses pertaining to and/or in respect of the Refined Gold and Refined Silver purchased by it hereunder, all of which shall be for the account of the Seller.

2.2 Product Specifications

(a)

The Refined Gold and Refined Silver delivered by the Seller to the Purchasers pursuant to this Agreement need not come from gold or silver physically produced at the Project.

(b)

The Refined Gold and Refined Silver to be delivered by the Seller to the Purchasers pursuant to this Agreement shall conform in all respects with the London Bullion Market Association (or a successor satisfactory to the Purchasers’ Agent) specifications for good delivery, and the Purchasers shall not be required to purchase any Refined Gold or Refined Silver that does not meet such specifications.

(c)

If the London Bullion Market Association ceases to exist or ceases to publish rules for the good delivery of gold and/or silver or such rules should no longer be internationally recognized as the basis for good delivery of gold and/or silver, the Purchasers’ Agent may designate, for purposes of this Agreement, a new basis for determining good delivery of Refined Gold and Refined Silver. Until the Purchasers’ Agent makes such designation, deliveries of Refined Gold and Refined Silver by the Seller to the Purchasers under this Agreement shall conform to the last set of rules for good delivery in effect under this Agreement immediately prior to the time such rules ceased to be published or recognized.

-31-

2.3 Delivery Obligations

(a)

Except as set forth in Section 2.3(b), the Seller shall sell and deliver to the Purchasers Refined Gold and Refined Silver in respect of each Outturn, as determined in accordance with Section 2.1 on the date of such Outturn.

(b)

In the case of a sale of gold-silver bearing concentrate to a Smelter for cash, the Seller shall sell and deliver to the Purchasers Refined Gold and Refined Silver in respect of such Outturn in accordance with Section 2.1, on the second Business Day following such Outturn.

(c)

The Seller shall sell and deliver to the Purchasers all Refined Gold and Refined Silver to be sold or delivered under this Agreement by way of credit (in metal) to the respective metal account or accounts in London designated by the Purchasers, with the metal account or accounts to be specified by each Purchaser by electronic communication from time to time. Delivery of the applicable amount of Refined Gold and Refined Silver to the Purchasers shall be deemed to have been made at the time and on the date Refined Gold and Refined Silver are respectively credited to the designated metal accounts of the Purchasers (the “Time of Delivery” on the “Date of Delivery”).

(d)

Title to, and risk of loss of, Refined Gold and Refined Silver shall pass from the Seller to the applicable Purchaser at the Time of Delivery.

(e)

All costs and expenses pertaining to each delivery of Refined Gold and Refined Silver to the Purchasers shall be borne by the Seller.

(f)

The Seller hereby represents and warrants to and covenants with the Purchasers that, at the Time of Delivery (i) the Seller will be the sole legal and beneficial owner of the Refined Gold and Refined Silver credited to a metal account of the applicable Purchaser, (ii) the Seller will have good, valid and marketable title to such Refined Gold and Refined Silver, and (iii) such Refined Gold and Refined Silver will be free and clear of all Encumbrances.

2.4 Delivery Notifications and Invoicing

(a)

Promptly, and in any event no later than 24 hours, after each shipment of Minerals from the Process Plant to any Refinery or a Smelter, the Seller shall send the Purchasers, by email (at the email address specified from time to time by each Purchaser), notice of such shipment, including the date of shipment and the weight and fineness (if estimated) of the doré bars or gold-silver bearing concentrate so shipped.

(b)

Promptly, and in any event no later than 24 hours, after receipt thereof by the Seller, the Seller shall send the Purchasers, by email (at the email address specified from time to time by each Purchaser), a copy or notice of, as applicable, all documents and information received from the Refinery or Smelter related to the processing of Minerals shipped to the Refinery or Smelter, including any rejection of Minerals, the expected date of the Outturn, sampling/assay information, umpire reports (if any), invoices and other settlement documents, unless the sharing of such information or documentation is restricted by applicable confidentiality restrictions or Applicable Laws, and then only to the extent of such restriction.

-32-

(c)

The Seller shall notify the Purchasers in writing by email (at the email address specified from time to time by each Purchaser), at least two Business Days prior to each Outturn, of the Date of Delivery, the number of ounces of Refined Gold and Refined Silver to be sold to each Purchaser and, in accordance with Sections 2.4(d)(iv), 2.6 and 2.7, as applicable, the estimated net number of ounces of Refined Gold and Refined Silver to be credited to each Purchaser on the Date of Delivery.

(d)

On the date of each Outturn, the Seller shall deliver an invoice to each Purchaser that shall include:

(i)

a calculation of the number of ounces of Refined Gold and Refined Silver sold and delivered to such Purchaser;

(ii)

the Date of Delivery and Time of Delivery; and

(iii)

the Gold Purchase Price for Refined Gold and Silver Purchase Price for Refined Silver sold and delivered to such Purchaser; and

(iv)

such other information as may be reasonably requested by the Purchasers’ Agent to allow each Purchaser to verify all aspects of the delivery of Refined Gold and Refined Silver reflected in such invoice.

2.5 Gold Purchase Price

Each Purchaser shall pay to the Seller a purchase price for each ounce of Refined Gold sold and delivered by the Seller to such Purchaser under this Agreement (the “Gold Purchase Price”) equal to:

(a)

until the Deposit Reduction Date, the Gold Market Price on the Business Day immediately preceding the Date of Delivery of such Refined Gold, payable (i) in cash or by wire transfer equal to the amount of the lesser of the Fixed Gold Price and the Gold Market Price on the Date of Delivery, and (ii) if such Gold Market Price is greater than the Fixed Gold Price, the excess will be payable by crediting an amount equal to the difference between such Gold Market Price and the Fixed Gold Price against the Deposit in order to reduce the Uncredited Balance until it has been credited and reduced to nil; and

(b)

after the Deposit Reduction Date, the lesser of the Fixed Gold Price and the Gold Market Price on the Business Day immediately preceding the Date of Delivery of such Refined Gold, payable in cash or by wire transfer.

-33-

2.6 Silver Purchase Price

Each Purchaser shall pay to the Seller a purchase price for each ounce of Refined Silver sold and delivered by the Seller to such Purchaser under this Agreement (the “Silver Purchase Price”) equal to:

(a)

until the Deposit Reduction Date, the Silver Market Price on the Business Day immediately preceding the Date of Delivery of such Refined Silver, payable (i) in cash or by wire transfer equal to the amount of the lesser of the Fixed Silver Price and the Silver Market Price on the Date of Delivery, and (ii) if such Silver Market Price is greater than the Fixed Silver Price, the excess will be payable by crediting an amount equal to the difference between such Silver Market Price and the Fixed Silver Price against the Deposit in order to reduce the Uncredited Balance until it has been credited and reduced to nil; and

(b)

after the Deposit Reduction Date, the lesser of the Fixed Silver Price and the Silver Market Price on the Business Day immediately preceding the Date of Delivery of such Refined Silver, payable in cash or by wire transfer.

2.7 Payment for Refined Gold and Refined Silver

Payment by each Purchaser for each delivery of Refined Gold and Refined Silver shall be made (i) on the second Business Day following the receipt of the Refined Gold or Refined Silver, as applicable, in such Purchaser’s metal account, and (ii) to a bank account of the Seller designated in accordance with Section 2.8, provided that, at any time, any Purchaser may provide notice to the Seller with respect to one or more deliveries that any payments required to be made by such Purchaser hereunder shall instead be offset against, and on the same day as, the applicable delivery of Refined Gold and/or Refined Silver by the Seller to such Purchaser. Any such offsets pursuant to this Section 2.7 shall be at the Gold Market Price or Silver Market Price, as applicable, on the Business Day immediately preceding the Date of Delivery.

2.8 Currency and Method of Payments

All payments of funds due by one Party to another under this Agreement shall be made in U.S. Dollars and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the receiving Party in writing from time to time.

2.9 Set-Off

Any dollar amount or Refined Gold or Refined Silver owing by a Party to any other Party under this Agreement may be set off against any dollar amount or Refined Gold or Refined Silver owed to such Party by the other Party. Subject to Section 2.7, any amount of Refined Gold or Refined Silver set off and withheld against any non-payment by a Purchaser that has failed to pay any amount in accordance with this Agreement shall be valued at the Gold Market Price or Silver Market Price, as applicable, as of the first trading day that such amount of Refined Gold or Refined Silver became payable to such Purchaser and shall result in a reduction in an amount of Refined Gold or Refined Silver otherwise to be delivered by that number of ounces equal to the dollar amount set off divided by the Gold Market Price or Silver Market Price, as applicable, as of the day such dollar amount first became payable.

-34-

ARTICLE 3

DEPOSIT

3.1 Deposit

(a)

In consideration for the respective promises and covenants of the Seller contained herein, including the sale and delivery by the Seller to the Purchasers of Refined Gold and Refined Silver, on the Closing Date, but subject to Section 3.2, each Purchaser agrees to pay to the Seller, and the Seller agrees to accept, a cash deposit in the amount of its Purchaser’s Share of $150,000,000 (the “Deposit”) against, and as a prepayment of, the Gold Purchase Price and the Silver Purchase Price. The Purchasers will not be entitled to demand repayment of the Deposit except to the extent expressly set forth in this Agreement.

(b)

No interest will be payable by the Seller on or in respect of the Deposit except as expressly provided in this Agreement.

(c)

The Seller shall, at all times, maintain a record of the Uncredited Balance, reflecting the payment of the Deposit and each credit against or reduction of the Deposit in accordance with Sections 2.5(a) and 2.6(a) and the dates of such credits and reductions. The Seller shall, upon request of any Purchaser, provide such Purchaser with a copy of such record.

(d)

If Pretium exercises the 2018 Stream Option or the 2019 Stream Option, in each case in accordance with this Agreement, on completion of the exercise of that option, the Uncredited Balance will be deemed to be nil.

3.2 Conditions Precedent to the Deposit in Favour of the Purchasers

The obligations of each Purchaser under Section 3.1(a) shall be subject to the following conditions:

(a)

all of the representations and warranties made by Pretium and the Seller pursuant to this Agreement shall be true and correct;

(b)

no Seller Event of Default (or event which with notice or lapse of time or both would become a Seller Event of Default) shall have occurred and be continuing, nor shall there be any such Event of Default after giving effect to this Agreement and the other Stream Documents;

(c)

a senior officer of each of Pretium and the Seller shall have executed a certificate, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, dated as of the date hereof and addressed to the Purchasers, certifying the matters set forth in Sections 3.2(a) and (b);

-35-

(d)

the Purchasers shall have received a certificate of status, good standing or compliance (or equivalent) for each Pretium Group Member issued by the relevant Governmental Body dated no earlier than the two Business Days prior to the date hereof;

(e)

a senior officer of each of the Pretium Group Member shall have executed a certificate, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, dated as of the date hereof and addressed to the Purchasers, as to (i) its constating documents; (ii) the resolutions of its board of directors (or equivalent) authorizing the execution, delivery and performance of this Agreement and the other Stream Documents to which it is party and the transaction contemplated hereby and thereby; (iii) the names, positions and true signatures of the persons authorized to sign this Agreement and the other Stream Documents on its behalf; and (iv) such other matters pertaining to the transactions contemplated hereby as the Purchaser may reasonably require;

(f)

the Security Documents shall have been executed and delivered by the Pretium Group Members, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, and the Security Documents shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the security interest of the Purchasers under the Security Documents;

(g)

the Purchasers’ Agent shall have received a legal opinion, in form and substance satisfactory to it, acting reasonably, of Pretium’s legal counsel addressed to the Purchasers relating to (i) the legal status of the Pretium Group Members, (ii) the corporate power and authority of the Pretium Group members to execute, deliver and perform this Agreement and the other Stream Documents, as applicable, (iii) the authorization, execution and delivery of this Agreement and the other Stream Documents by the Pretium Group Members, as applicable, (iv) the enforceability of this Agreement and the other Stream Documents against the Pretium Group members, as applicable, (v) the due registration or filing of the Security Documents and, where applicable, the perfection of the security interest of the Purchaser under the Security Documents and the results of the usual searches that would be conducted in connection with the Security, and (vi) any other customary matters relating to this Agreement and the other Stream Documents and the transactions contemplated hereby and thereby;

(h)

the Purchasers’ Agent shall have received a title opinion, in form and substance satisfactory to it, acting reasonably, of Pretium’s legal counsel addressed to the Purchasers relating to the Project Real Property;

(i)

the Credit Agreement shall have been executed and delivered by the parties thereto and be in full force and effect;

(j)

the Intercreditor Agreement shall have been executed and delivered by the parties thereto and be in full force and effect;

-36-

(k)

the Offtake Agreement shall have been executed and delivered by Pretium and the Seller;

(l)

the Equity Financing shall have been completed;

(m)

all Orders and Authorizations necessary for the completion of the transactions contemplated by the Key Transaction Documents shall have been obtained;

(n)

no Order or Applicable Law, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by the Key Transaction Documents shall be in effect; and

(o)

no action or proceeding, at law or in equity, shall be pending or threatened by any Person or Governmental Body to restrain, enjoin or prohibit the consummation of the transactions contemplated by the Key Transaction Documents.

3.3 Use of Deposit

The Seller shall use the Deposit only for the purpose of funding the construction and development of the Project in accordance with the Mine Plan.

ARTICLE 4

TERM

4.1 Term

(a)

This Agreement shall be effective on the date hereof and, subject to Section 4.1(b), shall continue until the earlier of (i) the date on which the Seller has delivered and sold to the Purchasers Refined Gold and Refined Silver in an amount equal to the Aggregate Gold Quantity and the Aggregate Silver Quantity, respectively, and the Purchasers have purchased and paid for such Refined Gold and Refined Silver, and (ii) the date that is 40 years after the date of this Agreement (the earlier of such dates, the “Term”).

(b)

This Agreement may also be terminated by the Parties on mutual written consent or by the Purchaser in accordance with Article 11. This Agreement will also terminate on exercise by the Seller of the 2018 Non-Stream Option or the 2019 Non-Stream Option or in accordance with Section 7.4.

(c)

If by the expiry of the Term the Seller has not sold and delivered to the Purchasers an amount of Refined Gold or Refined Silver sufficient to reduce the Uncredited Balance of the Deposit to nil, as calculated in accordance with Sections 2.5(a) and 2.6(a), then a refund of the Uncredited Balance shall be due and owing by the Seller to the Purchasers. If a refund of the Uncredited Balance shall be due and owing by the Seller to the Purchasers, the Seller shall, on the expiry date of the Term, pay the amount of the Uncredited Balance to the Purchasers based on their Purchaser’s Share.

-37-

4.2 Survival

The following provisions shall survive termination of this Agreement: Sections 2.7 (in respect of any Refined Gold or Refined Silver delivered prior to such termination), 2.8, 2.9, 5.8 (in respect of any periods prior to such termination) and 6.8 and Articles 13, 14, 15 and 16, and such other provisions of this Agreement as are required to give effect thereto.

ARTICLE 5

REPORTING; BOOKS AND RECORDS; INSPECTIONS

5.1 Operations Reports

(a)

On or before the 15th Business Day after the end of each calendar month during the Term, the Seller shall provide to the Purchasers a Monthly Operations Report and, commencing after the first shipment of Minerals to a Refinery or Smelter, a Monthly Production Report in respect of such month.

(b)

On or before February 28 of each calendar year during the Term, the Seller shall provide to the Purchasers an Annual Operations Report in respect of the immediately preceding calendar year.

(c)

On or before December 15 of each calendar year during the Term, the Seller shall provide to the Purchasers an Annual Forecast Report in respect of the upcoming calendar year.

5.2 Financial Reports

(a)

On or before the 45th day after the end of each of Pretium’s first, second and third fiscal quarters, the Seller shall provide to the Purchasers a copy of Pretium’s quarterly unaudited consolidated financial statements for such quarter (provided that the making of documents publicly available on Pretium’s SEDAR profile satisfies this requirement).

(b)

On or before the 90th day after the end of each of Pretium’s fiscal years, the Seller shall provide to the Purchasers a copy of Pretium’s audited annual consolidated financial statements for such year (provided that the making of documents publicly available on Pretium’s SEDAR profile satisfies this requirement).

5.3 Copies of Project Documents

Until the applicable Deposit Reduction Date, the Seller shall promptly deliver or furnish, or cause to be delivered or furnished, to the Purchasers a copy of:

(a)

any material amendment, revision or supplement to the Construction Budget or Project Schedule;

-38-

(b)

any material amendment, revision or supplement to or replacement of the Mine Plan; and

(c)

any new technical reports or updated mineral reserve and mineral resource estimates produced that pertain to the Project Real Property, or any material engineering or technical studies relating to the Project.

5.4 Notice of Commercial Production and Completion

The Seller shall provide the Purchasers with written notice of the Commercial Production Date within five Business Days of the occurrence thereof. Pretium shall issue a news release announcing that the Seller has achieved the Commercial Production Date no later than the deadline under Securities Laws for Pretium to make its quarterly filings in respect of the fiscal quarter during which the Commercial Production Date occurred.

5.5 Notice of Adverse Impact

Until the Deposit Reduction Date, and after the Deposit Reduction Date as well in the case of Sections 5.5(a), (c), (e) and (g), the Seller shall provide the Purchasers with written notice of each of the following events promptly upon any Pretium Group Member becoming aware of or having knowledge of such event:

(a)

the occurrence of any Seller Event of Default, or any event or circumstance which with notice or lapse of time or both would become a Seller Event of Default or may result in a Seller Event of Default;

(b)

any material default by any party under or termination or threatened termination of any Material Contract;

(c)

all material actions, suits and proceedings before any Governmental Body or arbitrator pending, or to the Seller’s knowledge threatened, against or directly affecting the Seller, Pretium or any other Guarantor or the Project, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the Seller’s knowledge threatened, against or affecting Pretium, any Pretium Entity or the Seller, or with respect to the ownership, use, maintenance and operation of the Project;

(d)

any material damage suffered to the Project, and whether any Pretium Group Member has or plans to make any insurance claim with respect to such damage;

(e)

any material disputes involving local Aboriginal communities;

(f)

any event, circumstance or fact that could reasonably be expected to give rise to a “Default” or an “Event of Default” as defined under the Credit Agreement, any Refinancing Facility or any other agreement in respect of Debt of the Seller, Pretium or any other Guarantor in a principal amount of $10,000,000 or more without any amendments or waivers from the creditor party thereunder; and

-39-

(g)

any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect,

in each case, accompanied by a written statement by a senior officer of the Seller setting forth details of the occurrence referred to therein.

5.6 Provision of Reports

Upon written notice to the Seller by any Purchaser at any time and from time to time, the Seller shall cease to provide any information or reports identified for the time period specified in such notice to such Purchaser. The Seller shall recommence regular reporting under this Agreement upon completion of such period or upon further written notice to the Seller by such Purchaser.

5.7 Books and Records

(a)

Pretium and the Seller shall, and Pretium shall cause the Pretium Group Members to, keep true, complete and accurate books and records of all of the their respective operations and activities with respect to the Project and this Agreement, including the mining and production of all Minerals from the Project Real Property and the mining, treatment, processing, milling, transportation and sale or refining of all Minerals, and all operating or capital costs.

(b)

Pretium and the Seller shall, and Pretium shall cause the Pretium Group Members to, permit Purchasers and their authorized representatives and agents to perform audits or other reviews and examinations of their books and records and other information relevant to the production, delivery and determination of Refined Gold and Refined Silver under this Agreement and compliance with this Agreement from time to time at reasonable times at the Purchasers’ sole risk and expense and not less than three Business Days’ notice, provided that the Purchasers and their authorized representatives and agents will not exercise such rights more often than once during any calendar year absent the existence of a Seller Event of Default, or absent a material deficiency identified during a previous audit or review, in which case such rights may be exercised at such periods as may be reasonably determined by the Purchasers (and in any event at least once during any calendar quarter) until no material deficiencies are identified during four consecutive audits or reviews, at which point the Purchasers will once again be limited to exercising such rights once per calendar year. The Purchasers shall use their commercially reasonable efforts to diligently complete any audit or other examination permitted hereunder.

-40-

(c)

If any Purchaser or any of its Affiliates is required by Applicable Law to prepare a technical report (or similar report) in respect of the Project Real Property, as determined by such Purchaser, acting reasonably, the Seller shall cooperate with and allow such Purchaser and its authorized representatives to access technical information pertaining to the Project Real Property and complete site visits at the Project Real Property so as to enable such Purchaser or its Affiliates, as the case may be, to prepare the technical report (or similar report) in accordance with National Instrument 43-101 (or any other applicable Canadian and/or U.S. and/or stock exchange rules and policies governing the disclosure obligations of the Purchaser or any of its Affiliates) at the sole cost and expense of such Purchaser. At reasonable times and with the prior consent of the Seller (not to be unreasonably withheld or delayed), at the sole risk and expense of any Purchaser, such Purchaser and its authorized representatives shall have a right of access to all surface and subsurface portions of the Project, to any mill, smelter, concentrator or other processing facility owned or operated by Pretium Group Member that is used to process Minerals and to any related operations for the purpose of enabling such Purchaser to comply with the obligations of such Purchaser or any of its Affiliates under National Instrument 43-101 (or any other applicable Canadian and/or U.S. Securities Laws and/or stock exchange rules and policies governing the disclosure obligations of such Purchaser or any of its Affiliates), as determined by such Purchaser, acting reasonably.

5.8 Inspections

Upon no less than ten Business Days’ notice to the Seller and subject at all times to the workplace rules and supervision of the Seller, the Seller shall grant, or cause to be granted, to the Purchasers and their representatives and agents, at reasonable times and at the Purchasers’ sole risk and expense, the right to access the Project Real Property, the Process Plant and other facilities of the Project, in each case to monitor the mining, processing and infrastructure operations relating to the Project and compliance with this Agreement. The Purchasers shall use their commercially reasonable efforts to not interfere with exploration, development, mining or processing work conducted on the Project Real Property. The Purchasers severally agree to indemnify and save the Pretium Group Members and their respective directors, officers, employees and agents harmless from and against any and all losses suffered or incurred by any of them as a result of the actions of such Purchaser or its representatives or agents during any such visit except to the extent that such losses arise from the gross negligence or willful misconduct of such indemnified persons.

ARTICLE 6

COVENANTS

6.1 Conduct of Operations

(a) Except as otherwise provided herein, all decisions regarding the Project, including

any decisions concerning (i) the methods, extent, times, procedures and techniques of any exploration, development and mining related to the Project or any portion thereof, (ii) milling, processing, or extraction, (iii) materials and equipment to be introduced on or to the Project, (iv) decisions to operate or continue to operate the Project or any portion thereof, including with respect to closure and care and maintenance, and (v) except as provided herein and under the Offtake Agreement, the sale of Minerals and the terms thereof, shall be made by the Seller in its sole discretion.

-41-

(b)

The Seller shall operate the Project on a commercial basis as though it has the full economic interest in the gold and silver produced from the Project Real Property in the absence of this Agreement and as if it were entitled to receive the Gold Market Price and the Silver Market Price for all gold and silver produced. The Seller shall ensure that all cut-off grade, short term mine planning, longer term planning and production decisions, and all resource and reserve calculations, concerning the Project shall be based on gold and silver prices consistent with normal industry practice.

(c)

The Seller shall perform all exploration, development, and mining operations and activities pertaining to or in respect of the Project in accordance in all material respects with the Mine Plan, Applicable Laws, Project Authorizations, Other Rights, Material Project Agreements and Good Industry Practice, including the EAs.

(d)

The Seller shall use all commercially reasonable efforts to obtain, as and when required, and preserve and maintain, all Authorizations (including environmental Authorizations and Utility Commitments), Other Rights and Contracts which are required to permit the Seller to (i) own, operate and maintain the Project in the manner currently owned and operated, (ii) develop, construct and operate the Project as contemplated by the Mine Plan, (iii) commence and carry out the operation of commercial production transactions, and (iv) perform its obligations under the Stream Documents to which it is a party.

(e)

The Seller shall timely and fully perform, pay and observe, or cause to be performed, observed and paid, any and all liabilities and obligations required by any Applicable Laws, Project Authorizations, Other Rights or by any Governmental Body, for the reclamation, restoration or closure of any facility or land used in connection with the Seller’s operations or activities at, on or in respect of the Project or required under this Agreement.

6.2 Processing; Commingling

(a)

The Seller shall not, without the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers):

(i)

sell unprocessed Minerals mined from the Project Real Property;

(ii)

process Minerals mined from the Project Real Property other than through the Process Plant in order to produce doré or gold-silver bearing concentrate; or

(iii)

sell, ship or deliver Minerals processed through the Process Plant and containing gold and/or silver to any Person other than the shipment of such Minerals:

(1)

in the case of doré, to a Refinery for processing into Refined Gold and/or Refined Silver;

-42-

(2)

in the case of gold-silver bearing concentrate, (i) to a Refinery for processing into Refined Gold and/or Refined Silver or (ii) to a Smelter for toll processing into doré or other beneficiated form of gold or silver suitable for delivery to a Refinery for processing into Refined Gold and/or Refined Silver or (iii) to a Smelter pursuant to a Sales Contract;

(3)

in the case of gold-silver bearing concentrate toll processed by a Smelter, to a Refinery for processing into Refined Gold and/or Refined Silver; or

(4)

which are Non-Committed Minerals produced in accordance with clauses (1), (2) and (3).

(b)

From and after the applicable Delivery Start Date, the Seller shall ensure that all contractual or other arrangements entered into with a Refinery or Smelter, including Sales Contracts shall contain provisions implementing the terms and conditions of delivery of the Refined Gold and Refined Silver to the Purchasers set forth in Sections 2.3. Notwithstanding the foregoing, the Seller acknowledges its primary obligation to deliver the Refined Gold and Refined Silver to the Purchasers pursuant to this Agreement and that such arrangements with the Refinery or Smelter shall not relieve the Seller of that obligation. The Seller shall promptly notify the Purchasers in writing of any dispute with the Refinery or Smelter in respect of a material matter arising out of or in connection with the processing of Minerals into Refined Gold or Refined Silver and shall provide the Buyer with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may be.

(c)

From and after the applicable Delivery Start Date, the Seller shall not process Other Minerals through the Process Plant in priority to or in place of, or commingle Other Minerals with, Minerals which are or can be mined, produced, extracted or otherwise recovered from the Project Real Property, unless: (i) the Seller has adopted and employs reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”), such Commingling Plan to ensure the division of Other Minerals and Minerals for the purposes of determining the quantum of the Refined Gold and Refined Silver to be delivered hereunder; (ii) the Purchasers shall not be disadvantaged as a result of the processing of Other Minerals in place of, in priority to, or concurrently with, Minerals; (iii) the Purchasers’ Agent has approved the Commingling Plan and any changes to such plan which may be proposed from time to time, such approval not to be unreasonably withheld; (iv) the Seller keeps all books, records, data and samples required by the Commingling Plan and makes such books, records, data and samples available to the Purchasers in accordance with Section 5.7(b); and (v) the Seller shall have provided notice to the Purchasers’ Agent of the commencement of commingling at least two (2) Business Days prior to such commencement.

-43-

6.3 Certain Corporate Standards

The Seller and Pretium shall, and Pretium shall cause all of the Pretium Group Members to, at all times comply with the Anti-Corruption Policy, and shall immediately notify the Purchasers upon becoming aware of any breach or suspected breach of such policy. Pretium shall not, without the prior written consent of the Purchasers’ Agent, acting reasonably, amend, terminate, replace or otherwise vary the Anti-Corruption Policy.

6.4 Preservation of Corporate Existence; Location of Assets

(a)

Pretium and the Seller shall, and Pretium shall cause any other Guarantor to, at all times from and after the date hereof do and cause to be done all things necessary or advisable to maintain its corporate or other existence, including the making of all required filings in connection therewith, and to obtain, and, once obtained, maintain all qualifications necessary to carry on its business and own its assets in each jurisdiction in which they carry on business or in which their assets are located.

(b)

Subject to Section 7.5, neither Pretium nor the Seller shall, and Pretium shall not permit any other Guarantor to, merge, amalgamate or consolidate with another Pretium Group Member, or change or reorganize its capital structure or amend its articles, by laws or any other constating documents, if it would adversely impact the Purchasers’ rights under the Stream Documents.

(c)

Neither Pretium nor the Seller shall, and, until the Deposit Reduction Date, Pretium shall not permit any Guarantor (excluding Pretium) to, change its legal or operating name, or the location of its chief executive office or location of its assets, except with at least 15 days’ prior written notice to the Purchasers’ Agent.

(d)

Until the Deposit Reduction Date, the Seller shall promptly notify the Purchasers of (i) the acquisition by any Pretium Group Member of any real property (including mineral rights), whether owned or leased (and in the case of any leased property, provide the Collateral Agent with a charge over such leasehold interest on terms satisfactory to the Purchasers’ Agent and the Collateral Agent, each acting reasonably), and (ii) any new locations of tangible assets of any Pretium Group Member (other than inventory in transit).

6.5 Maintenance of Property; Encumbrances

(a)

Except as otherwise permitted under Article 7, the Seller and Pretium shall at all times do or cause to be done all things necessary to maintain preserve, protect and keep:

(i)

all of its material ownership, lease, use, licence and other interests, as applicable, in the Collateral as are necessary or advisable in order for it to be able to develop, construct and operate the Project substantially in accordance with the Mine Plan and Good Industry Practice; and

-44-

(ii)

all material tangible Collateral owned by it in good repair, working order, and condition (ordinary wear and tear excepted), and make necessary and proper repairs, renewals, and replacements so that those aspects of the business carried on in connection therewith may be properly conducted at all times, unless the continued maintenance of any of such Collateral ceases to be necessary or economically desirable for the development, construction or continued operation of the Project substantially in accordance with the Mine Plan and sound mining and business practice;

(b)

Pretium and the Seller shall, and Pretium shall cause any other Guarantor to, at all times warrant and defend the right, title and interest of the Seller, Pretium and any other Guarantor in and to any Collateral, and every part thereof, against the claims of any Person, subject only to Permitted Encumbrances.

(c)

Until the Deposit Reduction Date, neither the Seller nor Pretium shall, and Pretium shall not permit any Pretium Group Member to, create, incur, assume or suffer to exist any Encumbrance upon all or any of the Collateral, whether now owned or hereafter acquired, other than Permitted Encumbrances.

(d)

The Purchasers, at their own expense, may undertake such investigation of the title and status of the Project Real Property as they shall deem necessary. If that investigation should reveal material defects in the title (which shall not include Permitted Encumbrances), the Seller shall forthwith proceed to cure such title defects to the satisfaction of the Purchasers’ Agent, acting reasonably. If the Seller fails to so cure such material defects within 45 days of such notice from the Purchasers’ Agent (i) the Purchasers may proceed to cure such title defects, and (ii) any costs and expenses incurred (including reasonable legal fees and costs) by the Purchasers in connection with curing such title defects shall be promptly reimbursed by the Seller.

(e)

The Seller shall diligently complete, or cause to be completed, the development and construction of the Project in a good and workmanlike manner in accordance, in all material respects, with the budgets, timelines, plans and specifications set forth in the Construction Contracts, the Construction Budget, the Project Schedule and the Mine Plan.

6.6 Insurance

(a)

Until the Deposit Reduction Date, Pretium and the Seller shall, and Pretium shall cause any other Guarantor to, keep insured with financially sound and reputable insurance companies all of the tangible Collateral, including the Project Property, in amounts and against losses or damages, including property damage and public liability, on a basis consistent with insurance obtained by reasonably prudent participants in similar businesses in similar locations and cause the policies of insurance referred to above to contain customary endorsements for the benefit of the Purchasers, all in a form acceptable to the Purchasers’ Agent, acting reasonably, and as soon as reasonably practicable after the date hereof and in any case within 30 days after the date hereof, include a provision that such policies will not be amended in any manner which is prejudicial to the Purchasers or be cancelled without 30 days’ prior written notice being given to the Purchasers by the issuers thereof. Pretium and the Seller shall cause the Collateral Agent, the Purchasers and the Purchasers’ Agent to be named as a loss payee (as their respective interests may appear) with respect to property insurance and as an additional insured with respect to liability insurance. The Seller shall provide the Purchasers’ Agent promptly with such evidence of insurance as the Purchasers’ Agent may from time to time reasonably require.

-45-

(b)

Where any Pretium Group Member has received payment under an insurance policy in respect of a shipment of Minerals to any Refinery or Smelter that is lost or damaged after leaving the Project Real Property and before the risk of loss or damage is transferred to the Refinery or Smelter, the Seller shall use the Net Proceeds of any insurance payment received by the Pretium Group Member in respect thereof to acquire Refined Gold and Refined Silver and shall sell and deliver to the Purchasers (without duplication to the extent previously sold and delivered to the Purchasers by the Seller) the Designated Gold Percentage and Designated Silver Percentage of such Refined Gold or Refined Silver (as if such Refined Gold or Refined Silver had been an Outturn from the Refinery or Smelter) at the Gold Purchase Price or Silver Purchase Price, as applicable.

6.7 Certain Negative Covenants

Until the Deposit Reduction Date (except with the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers)):

(a)

The Seller shall not engage directly or indirectly in any material business activity, or purchase or otherwise acquire any material property, in either case, not related to or in furtherance of the conduct of the Business, or as reasonably required to perform its obligations under the Key Transaction Documents. Pretium shall not permit any Pretium Entity to carry on any business other than the holding of securities of other PSA Entities or the Seller, and any activities incidental thereto, including the making of any investment in any Pretium Entity or the Seller, or as reasonably required to perform its obligations under the Key Transaction Documents.

(b)

Neither Pretium nor the Seller shall, and Pretium shall not permit any other Guarantor to:

(i)

make any Investments, except (i) Investments in the Seller, Pretium or any other Guarantor, provided that, if such Investment is by way of Debt, such Debt must be Subordinated Intercompany Debt, (ii) short term Investments in money market instruments with remaining maturities of 12 months or less at the date of purchase, including securities issued by governmental agencies, and term deposits and bank accounts with financial institutions provided that such short-term Investments are readily convertible to cash or (iii) deposits in bank accounts in the ordinary course of business; or

-46-

(ii)

make any Acquisitions.

(c)

Neither Pretium nor the Seller shall, and Pretium shall not permit any Pretium Entity to, enter into any new Material Project Agreement or amend in any material respect or waive any material provision of or terminate or assign (other than as contemplated under the Stream Documents) or give notice of termination or assignment of any Material Contract or waive or grant indulgences in respect of any default or event of default under any Material Contract, provided that, if the Purchasers’ Agent has failed to respond to a written request for consent within 10 Business Days of such request, the consent will be deemed to have been given (but, for greater certainty, such consent shall not be deemed to have been given for a request to consent to a termination).

(d)

Neither Pretium nor the Seller shall, and Pretium shall not permit any other Guarantor to, directly or indirectly purchase, acquire or lease any property from, or sell, transfer or otherwise dispose of any property to, or otherwise deal or enter into any agreement with, any Related Party (other than the Seller, Pretium or any other Guarantor), except in the ordinary course of and pursuant to the reasonable requirements of such Person’s business and upon fair and reasonable terms that are no less favourable to the Seller, Pretium and any such Guarantor than those that could be obtained in an arm’s length transaction with a Person that is not a Related Party.

(e)

Neither Pretium nor the Seller shall, and Pretium shall not permit any other Guarantor to, create, incur, assume or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt other than:

(i)

the Stream Obligations;

(ii)

the Credit Facility or any Refinancing Facility;

(iii)

deposits received from customers in the ordinary course of business;

(iv)

Debt secured by Encumbrances permitted pursuant to paragraph (x) (Purchase Money Obligations and Capitalized Lease Obligations) of the definition of “Permitted Encumbrances” in Section 1.1;

(v)

obligations under Permitted Hedging Arrangements;

(vi)

Subordinated Intercompany Debt;

(vii)

unsecured trade payables incurred in the ordinary course of business;

-47-

(viii)

Debt in respect of performance, surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement or environmental reclamation obligations of the Seller, Pretium or any Guarantor (or reimbursement obligations in connection therewith) to the extent required by Applicable Laws or any Governmental Body;

(ix)

●

(x)

any other Debt of any Pretium Group Member permitted in writing by the Purchasers’ Agent (at the direction of the Majority Purchasers);

(f)

Neither Pretium nor the Seller shall, and Pretium shall not permit any other Guarantor to, enter into any hedge instrument or incur any hedge obligations unless such hedge obligations are pursuant to Permitted Hedging Arrangements.

(g)

Neither Pretium nor the Seller shall, and Pretium shall not permit any other Guarantor to, (i) use the proceeds of the Credit Facility (or any Refinancing Facility) or the Equity Financing for any purpose other than for Project Costs in accordance with the Construction Budget, or (ii) make any expenditure or payment in respect of the development and construction of the Project if the making of such payment would (A) result in a deviation from the amount specified in respect of any applicable line item in the Construction Budget by an amount in excess of the greater of (x) ●% of the amount specified for such line item in the Construction Budget and (y) $●, or (B) would result, together with all other concurrent or prior unbudgeted expenditures in the same fiscal year, in a deviation in the Construction Budget of greater than ●% for such fiscal year.

(h)

Neither Pretium nor the Seller shall, and Pretium shall not permit any other Guarantor to, make any Restricted Payment other than, from and after the Completion Date, either by the Seller to Pretium or another Guarantor, or by a Guarantor (including Pretium) to another Guarantor or the Seller or if all of the following conditions are satisfied:

(1)

no Seller Event of Default and no event that, with the giving of notice or passage of time would constitute a Seller Event of Default, has occurred and is continuing or would occur as a result of such Restricted Payment;

(2)

all operating expenses of the Seller, Pretium and any other Guarantor, on a consolidated basis, then due and owing have been paid in full;

(3)

all amounts then due and owing in respect of any Debt (“third-party debt”) of the Seller, Pretium and any other Guarantor (other than Debt owing to any Pretium Group Member) have been paid in full; and

(4)

after giving effect to such Restricted Payment, the Seller, Pretium and any other Guarantor can reasonably be expected to be able to pay all operating expenses and all amounts in respect of any third-party debt expected to come due and owing in the next 90 days.

-48-

The Seller shall notify the Purchaser in writing at least 10 days prior to any intended Restricted Payment to be made in accordance with this Section 6.7(g) with full particulars of such intended Restricted Payment.

(i)

Neither Pretium nor the Seller shall, and Pretium shall not permit any other Guarantor to, transfer or assign any Debt owed to it, other than to the Seller, Pretium or another Guarantor.

6.8 Confidentiality

(a)

Each Party (a “Receiving Party”) agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, advisors and representatives to maintain as confidential and not to disclose, the terms contained in this Agreement and all information (whether written, oral or in electronic format) received or reviewed by it as a result of or in connection with this Agreement (collectively, the “Confidential Information”), provided that a Receiving Party may disclose Confidential Information in the following circumstances:

(i)

to its auditor, legal counsel, lenders, underwriters and investment bankers and to persons, including any proposed Transferee or acquiring Person under Article 7 or assignee under Section 16.11 (“Third Parties”) with which it is considering or intends to enter into a transaction for which such Confidential Information would be relevant (and to advisors and representatives of any such person), provided that (i) such persons are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such persons to perform the services for which they were, or are proposed to be, retained by the Receiving Party or to consider or effect the applicable transaction, as applicable and (ii) in the case of Third Parties, such Third Parties shall not be provided with Confidential Information other than an unredacted copy of this Agreement and any related agreements entered into in connection herewith and information regarding deliveries and payments received hereunder, without the prior written consent of the Seller or the Purchasers, as the case may be, such consent not to be unreasonably withheld;

(ii)

subject to Section 16.6, where that disclosure is necessary to comply with Applicable Laws, court order or regulatory request, provided that such disclosure is limited to only that Confidential Information so required to be disclosed and, where applicable, that the Receiving Party will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled;

-49-

(iii)

for the purposes of the preparation and conduct of any arbitration or court proceeding commenced under Section 16.1;

(iv)

where such information is already available to the public other than by a breach of the confidentiality terms of this Agreement or is known by the Receiving Party prior to the entry into of this Agreement or obtained independently of this Agreement and the disclosure of such information would not breach any other confidentiality obligations;

(v)

with the consent of the disclosing Party;

(vi)

to its Affiliates and those of its and its Affiliates’ directors, officers, employees, advisors and representatives who need to have knowledge of the Confidential Information; and

(vii)

in the case of any Purchaser and its Affiliates, to any limited partner or co-investor or prospective limited partner or co-investor in or with a private equity fund managed by such Purchaser or Affiliates of such Purchaser, to the extent such information is reasonably relevant to the current investment or future investment decision of any such limited partner or co-investor or prospective limited partner or co-investor, provided that such persons undertake to maintain the confidentiality of it and are strictly limited in their use of the confidential information for the purpose of making an investment decision in or with respect to such Purchaser or Affiliates of such Purchaser.

(b)

Each Party shall ensure that its Affiliates and its and its Affiliates’ employees, directors, officers, advisors and representatives and those persons listed in Section 6.8(a)(i) and 6.8(a)(vii) are made aware of this Section 6.8 and comply with the provisions of this Section 6.8. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such persons.

(c)

No Party shall file this Agreement on SEDAR without reasonable prior consultation with the other Parties and the Parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with Applicable Laws before it is filed on SEDAR.

ARTICLE 7

TRANSFERS OF INTERESTS

7.1 Prohibition on Sale of Production Interests

Except for this Agreement, the Offtake Agreement or with the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers), neither Pretium nor the Seller shall, and Pretium shall not permit any Pretium Entity to, Transfer a Production Interest relating to Minerals (other than a Permitted Asset Disposition), or amend, modify or vary any existing Production Interest which would have the effect of increasing or accelerating any interest in the Minerals to the owner of such Production Interest.

-50-

7.2 Prohibition on Transfers and Change of Control

Except as set out in Section 7.3, 7.5 or 7.6 or with the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers), Pretium and the Seller shall not, and Pretium shall ensure that none of the Pretium Group Members, agree to, or enter into, any agreement, arrangement or other transaction with any Person that would cause, or otherwise support, allow or permit to occur:

(i)

a Transfer, in whole or in part, of Project Property (other than a Permitted Asset Disposition or Permitted Encumbrance or Encumbrance made after the Deposit Reduction Date that secures the obligations under any Secured Financing); or

(ii)

a Change of Control of the Seller, Pretium or any Pretium Entity.

7.3 Change of Control

Section 7.2 will not prohibit a Transfer or Change of Control which causes a Triggering Event provided that the Seller and Pretium comply with this Section 7.3.

(a)

If a Triggering Event occurs prior to the earlier of (i) January 1, 2020 and (ii) the Deposit Reduction Date, then the Seller shall have the right to acquire from the Purchasers their respective interest in this Agreement (a “Purchase Right”) in exchange for consideration equal to, for each Purchaser, its Purchaser’s Share of the greater of (A) an amount equal to the product of 0.136 and the aggregate cash consideration (or, in the case of non-cash consideration, 13.6% of such aggregate non-cash consideration) received by Pretium or its shareholders or any other Pretium Entity, as applicable, as a result of such Triggering Event which is attributable to the Project, as agreed by the Parties, and failing agreement, as determined by an investment bank or valuator chosen by the Seller and the Purchasers’ Agent, and failing agreement, by an arbitrator chosen in accordance with Section 16.1 (the investment bank or valuator so chosen, the “Valuator”), and (B) an amount equal to the product of $150,000,000 and (1.15)D/365, where “D” is the number of days from the date hereof to (but excluding) the date of completion of such Triggering Event and payment of such consideration (the greater of such amounts, the “Triggering Event Amount”).

-51-

(b)

The Seller shall give written notice to the Purchasers of such Triggering Event at least 35 days in advance of the completion of the transaction which is the subject of such Triggering Event unless prohibited by Applicable Law or contract from providing such notice, in which case such notice shall be given as soon as such prohibition is no longer applicable but in any event within five days after the completion of the transaction which is the subject of such Triggering Event (a “Triggering Event Notice”) and provide details of such Triggering Event, including the expected date of completion (if applicable) and the amount and form of consideration, including the value of any non-cash consideration and the amount or percentage of the consideration attributable to the Project, expected to be paid on completion of such Triggering Event. The Seller may also indicate in the Triggering Event Notice or in a subsequent notice whether it is exercising its Purchase Right. The exercise by the Seller of its Purchase Right will constitute, subject to Section 7.3(i), a binding and irrevocable obligation of the Seller to purchase the Purchasers’ interests in this Agreement for the Triggering Event Amount, and of each Purchaser to sell its interest in this Agreement for its Purchasers’ Share of the Triggering Event Amount, subject only to completion of such Triggering Event and agreement on the value of any non-cash consideration and the amount or percentage of the consideration attributable to the Project. If the Seller does not give notice of its exercise of the Purchase Right in accordance with the foregoing at least one Business Day prior to the completion of the transaction which is the subject of such Triggering Event, such Purchase Right will terminate and the Seller will cease to have any rights in respect thereof.

(c)

If a Triggering Event referred to in Section 7.3(a) occurs, the Purchasers shall have the right to require the Seller to purchase the Purchasers’ interest in this Agreement (a “Sale Right”) in exchange for consideration equal to the Triggering Event Amount.

(d)

In order to exercise the Sale Right, the Purchasers’ Agent (at the direction of the Majority Purchasers) must provide written notice of exercise of such right to the Seller at any time within 30 days after receipt of the Triggering Event Notice. The giving of such notice will constitute, subject to Section 7.3(i) (and any prior exercise of the Purchase Right), a binding and irrevocable obligation of each Purchaser to sell its interest in this Agreement for its Purchaser’s Share of the Triggering Event Amount, and of the Seller to purchase the Purchasers’ interests in this Agreement for the Triggering Event Amount, subject only to completion of such Triggering Event and agreement on the value of any non-cash consideration and the amount or percentage of the consideration attributable to the Project. If the Purchasers’ Agent (at the direction of the Majority Purchasers) fails to give such notice or indicates it is not exercising the Sale Right, the Sale Right in respect of such Triggering Event will terminate.

(e)

If the consideration offered in such Triggering Event includes non-cash consideration, the value of the non-cash consideration (expressed as an amount in cash for the purpose of determining whether, in Section 7.3(a), (A) is greater than (B)) will be as agreed by the Seller and the Purchasers’ Agent, and failing agreement, as determined by the Valuator.

(f)

Schedule F will apply to the choice of Valuator and the procedure to be followed by it in making the determinations required of it in this Section 7.3.

-52-

(g)

If there is a dispute as to the amount or percentage of the consideration attributable to the Project under Section 7.3(a) or as to the value of any non-cash consideration under Section 7.3(d), the Parties will proceed as expeditiously as possible (and within 10 Business Days after notification of such dispute) to appoint a Valuator to make any such determination.

(h)

If a Valuator is appointed, the 30-day period in Section 7.3(d) and the five Business Day period in Section 7.4 will not begin to run until after the Valuator has rendered its determination as to the matters in Section 7.3(g).

(i)

The following rules will apply to any Triggering Event under this Section 7.3:

(i)

the Seller is required to provide a Triggering Event Notice for any new Triggering Event, in which case this Section 7.3 will apply to that new Triggering Event;

(ii)

a “new Triggering Event” means a Triggering Event that is independent (that is, the counterparty to the transaction is not related to or an Affiliate of the counterparty under an existing Triggering Event) of an existing Triggering Event;

(iii)

an amendment to the terms of an existing Triggering Event that adversely impacts the Purchaser’s rights hereunder or involves a change in the amount or form (or combination) of consideration will constitute a new Triggering Event;

(iv)

the Triggering Event Notice for a new Triggering Event, including exercise of the Purchase Right, will supersede and replace the Triggering Event Notice, including any exercise of the Purchase Right, for an earlier Triggering Event; and

(v)

the exercise of a Sale Right for a new Triggering Event will supersede and replace any exercise of the Sale Right for an earlier Triggering Event.

7.4 Closing

If either the Seller or the Purchasers exercises its rights under Section 7.3, then, on the date that is five Business Days following the later of (a) the completion of such Triggering Event and (b) if applicable, the determination by the Valuator pursuant to Section 7.3, the Seller shall pay the Purchaser’s Share of the Triggering Event Amount to each Purchaser by wire transfer in immediately available funds to the account specified by the Purchaser in writing and/or by delivery to such Purchaser of its Purchaser’s Share of any non-cash consideration, and on receipt by the Purchasers of the Triggering Event Amount, the Parties will cease to have any further rights or obligations under this Agreement and this Agreement will terminate.

-53-

7.5 Permitted Transfers and Changes of Control

Following the Deposit Reduction Date, Section 7.2 shall not prohibit (i) any Change of Control of Pretium, and (ii) any other Transfer or Change of Control, if,

Transfer of the Project Property

(a) in the case of a Transfer of Project Property:

(i)

the Seller shall have provided the Purchasers with at least 30 days prior written notice of the proposed Transfer;

(ii)

the Seller, or any Person to which the Project Property has been transferred in accordance with Section 7.5(c), transfers all, but not less than all, of the Project Property (other than leased personal property that is not material to the Project that, by the terms of the lease, may not be transferred) to the same transferee (the “New Owner”);

(iii)

the Seller assigns all its rights and obligations under this Agreement to the New Owner concurrently with any such transfer of Project Property, and the New Owner and the ultimate parent owner thereof (if any) assume in favour of the Purchasers all of the Seller’s and Pretium’s respective obligations under this Agreement pursuant to an agreement in form and substance satisfactory to the Purchasers’ Agent, acting reasonably (and upon such assumption and agreement and completion of the Transfer in accordance with this Section 7.5(a), the Seller and Pretium shall automatically be released from their respective obligations hereunder, except for any obligations that remain outstanding or for any rights that have accrued to the Purchasers prior to such assumption and agreement);

(iv)

the New Owner and each Person that has a direct or indirect interest in the Project Property or the New Owner enters into the same Guarantees entered into by Pretium, the Pretium Entities and the Seller pursuant to Article 9 (and upon the execution and delivery of such Guarantees, and completion of the Transfer in accordance with this Section 7.5(a), Pretium, the Pretium Entities and the Seller shall automatically be released from their respective obligations thereunder, except for any obligations that remain outstanding or for any rights that have accrued to the Purchasers prior to such execution and delivery);

(v)

the Persons referred to in subsections (ii), (iii) and (iv) above satisfy the conditions set forth in Sections 3.2(d), 3.2(e), 3.2(f), 3.2(g) and 3.2(h) as if such provisions applied to them, with appropriate modifications;

(vi)

all necessary consents and approvals of any Governmental Body or other Person are obtained or satisfied with respect to such Transfer;

-54-

(vii)

there is no Seller Event of Default (or an event which with notice or lapse of time or both would become a Seller Event of Default) that has occurred and is continuing; and

(viii)

the Purchasers’ Agent does not reasonably expect such Transfer to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to the “Pretium Group Members” shall instead refer to the Persons referred to in subsections (ii), (iii) and (iv) above, as applicable).

Change of Control

(b)

in the case of a Change of Control of the Seller or a Pretium Entity:

(i)

the Seller shall have provided the Purchasers with at least 30 days prior written notice of the proposed Change of Control;

(ii)

the Person acquiring control of the Seller or Pretium Entity under the Change of Control, as applicable, or, if the Person acquiring control is controlled by another Person, the ultimate parent owner thereof (the “New Parent”), assumes in favour of the Purchasers all of Pretium’s obligations under this Agreement, such assumption to occur pursuant to an agreement in form and substance satisfactory to the Purchasers’ Agent, acting reasonably (and upon such assumption and agreement and completion of the Transfer in accordance with this Section 7.5(b), Pretium shall automatically be released from its obligations hereunder, except for any obligations that remain outstanding or for any rights that have accrued to the Purchasers prior to such assumption and agreement);

(iii)

each Person that, as a result of the Change of Control, acquires a direct or indirect interest in the Project Property enters into the same Guarantees entered into by Pretium and the Pretium Entities pursuant to Article 9 (and upon the execution and delivery of such Guarantees, and completion of the Change of Control in accordance with this Section 7.5(b), Pretium (if applicable) and the applicable Pretium Entities shall automatically be released from their respective obligations thereunder, except for any obligations that remain outstanding or for any rights that have accrued to the Purchaser prior to such execution and delivery);

(iv)

the Persons referred to in subsections (ii) and (iii) above satisfy the conditions set forth in Sections 3.2(d), 3.2(e), 3.2(f), 3.2(g) and 3.2(h) as if provisions applied to them, with appropriate modifications;

(v)

all necessary consents and approvals of any Governmental Body or other Person are obtained or satisfied with respect to such Change of Control;

-55-

(vi)

there is no Seller Event of Default (or an event which with notice or lapse of time or both would become a Seller Event of Default) that has occurred and is continuing; and

(vii)

the Purchasers’ Agent does not reasonably expect such Change of Control to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to “Pretium Group Members” shall instead refer to the Persons referred to in subsections (ii) and (iii) above, as applicable).

Inter-corporate Transfers

(c)

in the case of a Transfer of Project Property or other Collateral to a Pretium Group Member:

(i)

the Seller shall have provided the Purchasers with at least 30 days prior written notice of the proposed Transfer;

(ii)

the Seller and Pretium provide a confirmation in writing in favour of the Purchasers that their respective obligations under this Agreement shall continue in full force and effect despite any such Transfer;

(iii)

the provisions of Sections 7.5(a)(iv), 7.5(a)(v), 7.5(a)(vi), 7.5(a)(vii) and 7.5(a)(viii) are complied with, with appropriate modifications; and

(iv)

the transferee shall have no Debt other than Permitted Indebtedness.

Joint Ventures and Minority Dispositions

(d)

in the case of Pretium or a Pretium Entity entering into a minority interest disposition, joint venture or other similar commercial arrangement, in any case involving a Transfer of Collateral (other than Project Property) with another Person that is not a Pretium Group Member:

(i)

the Seller shall have provided the Purchasers with at least 30 days prior written notice of the proposed disposition, joint venture or other similar commercial arrangement;

(ii)

Pretium retains at least an indirect majority undivided interest in the Project;

(iii)

a Pretium Group Member is at all times the operator of the Project;

(iv)

such other Person in a document, in form and substance satisfactory to the Purchasers’ Agent, acknowledges to Pretium, the Pretium Entities, the Purchasers and any other applicable Person, the obligations of Pretium and the Pretium Entities under this Agreement and the other Stream Documents, including the Guarantees;

-56-

(v)

all filings have been made and all other actions have been taken that are required in order for the Purchasers to continue at all times following such transaction to have the valid and perfected security interest contemplated by Article 9;

(vi)

such other Person satisfies the conditions set forth in Sections 3.2(d), 3.2(e), 3.2(f), 3.2(g) and 3.2(h) as if such provisions applied to it, with appropriate modifications;

(vii)

all necessary consents and approvals of any Governmental Body or other Person are obtained or satisfied with respect to such arrangements;

(viii)

there is no Seller Event of Default (or an event which with notice or lapse of time or both would become a Seller Event of Default) that has occurred and is continuing; and

(ix)

the Purchasers’ Agent does not reasonably expect such transaction to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to “Pretium Group Members” shall instead refer to the Pretium Group Members and such Person).

7.6 Abandonment

If the Seller intends to abandon, surrender, relinquish or let lapse any of the Project Real Property, including by way of ceasing to maintain Project Authorizations or the validity of mineral claims, leases or exploration licenses (the “Abandonment Property”), the Seller shall (i) have determined, acting in a commercially reasonable manner, that it is not economical to mine minerals from the Abandonment Property, and (ii) first give notice of such intention to the Purchasers’ Agent at least 30 days in advance of the proposed date of abandonment. If, not later than 10 days before the proposed date of abandonment, the Seller receives from the Purchasers’ Agent written notice that one or more of the Purchasers desire the Seller to convey or cause the conveyance of the Abandonment Property to such Purchasers or an assignee, the Seller shall, without additional consideration, convey or cause the conveyance of the Abandonment Property to such Purchasers on an as is where is basis and at the sole cost, risk and expense of such Purchasers and shall thereafter have no further obligation to maintain the title to the Abandonment Property. If the Purchasers’ Agent does not give such notice to the Seller within the prescribed period of time, the Seller may abandon the Abandonment Property and shall thereafter have no further obligation to maintain the title to the Abandonment Property; provided, however, that if any Pretium Group Member reacquires a direct or indirect interest in any of the ground covered by the Abandonment Property at any time within seven years following abandonment, the production of gold and silver from such property shall be subject to this Agreement. The Seller shall give written notice to the Purchasers within ten days of any such reacquisition.

-57-

ARTICLE 8

STREAM OPTIONS

8.1 2018 Options and 2019 Options

(a)

On December 31, 2018 (or if December 31, 2018 is not a Business Day, the previous day that is a Business Day) the Seller shall have the right (i) to pay each Purchaser its Purchaser’s Share of $150,000,000, in which case the Designated Metal Percentage will be 3% and the Delivery Start Date will be January 1, 2019 (the “2018 Stream Option”), or (ii) to acquire each Purchaser’s interest in this Agreement on payment to each Purchaser of its Purchaser’s Share of $237,000,000 (the “2018 Non-Stream Option”). In order to exercise the 2018 Stream Option or the 2018 Non-Stream Option, the Seller must provide at least 90 days’ prior written notice to the Purchasers, indicating it elects either the 2018 Stream Option or the 2018 Non-Stream Option. The giving of such notice will constitute the Seller’s binding obligation with respect to the 2018 Stream Option or 2018 Non-Stream Option, as applicable. If the Seller fails to give such notice, it will cease to have any rights under this Section 8.1(a).

(b)

If the Seller does not exercise either of the 2018 Options in accordance with Section 8.1(a), then, on December 31, 2019 (or if December 31, 2019 is not a Business Day, on the previous day that is a Business Day) the Seller shall have the right (i) to pay each Purchaser its Purchaser’s Share of $150,000,000, in which case the Designated Metal Percentage will be 4% and the Delivery Start Date will be January 1, 2020 (the “2019 Stream Option”), or (ii) to acquire each Purchaser’s interest in this Agreement on payment to each Purchaser of its Purchaser’s Share of $272,000,000 (the “2019 Non-Stream Option”). In order to exercise the 2019 Stream Option or the 2019 Non-Stream Option, the Seller must provide at least 90 days’ prior written notice to the Purchasers, indicating it elects either the 2019 Stream Option or the 2019 Non-Stream Option. The giving of such notice will constitute the Seller’s binding obligation with respect to the 2019 Stream Option or the 2019 Non-Stream Option, as applicable. If the Seller fails to give such notice, it will cease to have any rights under this Section 8.1(b).

8.2 2018 Options and 2019 Options Not Exercised

If the Seller does not exercise any of the 2018 Options or 2019 Options in accordance with Section 8.1, then, on January 1, 2020 (or if January 1, 2020 is not a Business Day, on the next day that is a Business Day) it shall pay $20,000,000 to the Purchasers by wire transfer in immediately available funds to the account specified by the Purchasers in writing.

8.3 Closing of Stream Options

(a)

If the Seller exercises the 2018 Stream Option in accordance with Section 8.1(a),then, on December 31, 2018 (or if December 31, 2018 is not a Business Day, the previous day that is a Business Day) it shall pay to each Purchaser its Purchaser’s Share of $150,000,000 by wire transfer in immediately available funds to the account specified by such Purchaser in writing.

-58-

(b)

If the Seller exercises the 2018 Non-Stream Option in accordance with Section 8.1(a), then, on December 31, 2018 (or if December 31, 2018 is not a Business Day, the previous day that is a Business Day) it shall pay to each Purchaser its Purchaser’s Share of $237,000,000 by wire transfer in immediately available funds to the account specified by such Purchaser in writing, and on receipt of such payment by each Purchaser, the Parties will cease to have any further rights or obligations under this Agreement and it will terminate.

(c)

If the Seller exercises the 2019 Stream Option in accordance with Section 8.1(b), then, on December 31, 2019 (or if December 31, 2019 is not a Business Day, the previous day that is a Business Day) it shall pay to each Purchaser its Purchaser’s Share of $150,000,000 by wire transfer in immediately available funds to the account specified by such Purchaser in writing.

(d)

If the Seller exercises the 2019 Non-Stream Option in accordance with Section 8.1(b), then, on December 31, 2019 (or if December 31, 2019 is not a Business Day, the previous day that is a Business Day) it shall pay to each Purchaser its Purchaser’s Share of $272,000,000 by wire transfer in immediately available funds to the account specified by such Purchaser in writing, and on receipt of such payment by each Purchaser, the Parties will cease to have any further rights or obligations under this Agreement and it will terminate.

ARTICLE 9

SECURITY

9.1 Security

As security for the due and punctual payment of all of the Stream Obligations, Pretium and the Seller shall, and Pretium shall cause each Pretium Entity to, grant, from time to time, a continuing security interest and a first-ranking Encumbrance in favour of the Collateral Agent, for the benefit of the Purchasers, over all of the Collateral (subject only to Permitted Encumbrances and the Intercreditor Agreement), and in furtherance thereof shall deliver or cause to be delivered to the Collateral Agent, for the benefit of the Purchasers, in form and substance satisfactory to Purchasers’ counsel, acting reasonably:

(a)

a Guarantee of the Stream Obligations from each Guarantor (including Pretium);

(b)

a General Security Agreement from the Seller and each Guarantor (including Pretium);

(c)

a Share Pledge Agreement from Pretium;

(d)

a Mortgage from Pretium (if applicable) and any Pretium Entity over the real property interests of such Person that comprise part of the Project Real Property (including the Mortgage);

-59-

(e)

a security agreement from Pretium (if applicable) and any Pretium Entity in respect of mineral claims and other mineral rights held by such Person that comprise part of the Project Real Property, including a Security Agreement re: Mineral Claims from the Seller;

(f)

all share certificates, stock powers of attorney, insurance certificates, and endorsements, documentation, consents or authorizations necessary in order to make valid and effective the aforementioned agreements; and

(g)

such other security documents as the Purchasers’ Agent may at any time reasonably request for the purposes of granting, protecting or ensuring a first-ranking (subject only to Permitted Encumbrances and the Intercreditor Agreement) perfected Encumbrance in favour of the Collateral Agent, for the benefit of the Purchasers, in all Collateral.

9.2 Additional Security from New Pretium Entities

Pretium shall cause each Person that is at the time of or becomes a Pretium Entity after the date hereof (by way of acquisition or otherwise) but in all cases subject to Section 9.6 to deliver to the Collateral Agent (i) a Guarantee of the Stream Obligations, (ii) security over the shares of such Pretium Entity, and the real and personal property of such Pretium Entity (in respect of such real property, which comprises part of the Project Real Property), substantially to the same effect as the Security provided for in Section 9.1, (iii) a third party legal opinion from the Seller’s counsel concerning such Pretium Entity, Guarantee and security, all to be delivered to the Purchasers’ Agent and to the Collateral Agent within 30 days of such Person first becoming a Pretium Entity, together with all share certificates, stock powers of attorney, consents, authorizations, registrations (or evidence of the filing of the same with the applicable authority for the purposes of registration) and supporting documentation (including updates to disclosure schedules hereto) in respect thereof as necessary in order to make valid and effective the aforementioned agreements and perfect the Encumbrances provided for therein.

9.3 Further Assurances – Security

Pretium and the Seller shall take, and shall cause each other Guarantor to take, or cause to be taken, such action and execute and deliver or cause to be executed and delivered to the Collateral Agent such agreements, documents and instruments as the Purchasers’ Agent or the Collateral Agent shall reasonably request, and register, file or record the same (or a notice or financing statement in respect thereof) in all offices where such registration, filing or recording is, in the reasonable opinion of the Purchasers’ Agent, the Collateral Agent or the Purchasers’ counsel, necessary or advisable to constitute, perfect and maintain the Security Documents referred to in Section 9.1 or 9.2 as first-ranking Encumbrances of the Person granting such Encumbrances, subject only to the Permitted Encumbrances and the Intercreditor Agreement, in all jurisdictions reasonably required by the Purchasers’ Agent or the Collateral Agent, in each case within a reasonable time after the request therefor by the Purchasers’ Agent, the Collateral Agent or the Purchasers’ counsel, and in each case, in form and substance satisfactory to Purchasers’ counsel, acting reasonably.

-60-

9.4 Security Effective Notwithstanding Date of Deposit

The Security shall be effective and the undertakings in this Agreement and the other Stream Documents with respect thereto shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Agreement. The Security shall not be affected by any payments under this Agreement or any of the other Stream Documents, but shall constitute continuing security to and in favour of the Collateral Agent for the benefit of the Purchasers for the Stream Obligations from time to time.

9.5 No Merger

The Security shall not merge in any other security. No judgment obtained by or on behalf of the Purchasers shall in any way affect any of the provisions of this Agreement, the other Stream Documents or the Security. For greater certainty, no judgment obtained by or on behalf of the Purchasers shall in any way affect the obligation of the Seller to pay interest or other amounts at the rates, times and in the manner provided in this Agreement.

9.6 Release of Security

(a)

Subject to Sections 9.6(b) and 9.6(c), following indefeasible payment and performance in full of all Stream Obligations under this Agreement and the other Stream Documents, the Purchasers’ Agent will promptly, at the request, cost and expense of the Seller, direct the Collateral Agent to release and discharge the right and interest of the Purchasers in the Collateral.

(b)

From and after the Deposit Reduction Date, and provided that no Event of Default has occurred and is continuing, the Purchasers’ Agent will, at the request, cost and expense of the Seller, direct the Collateral Agent to release and discharge any Security provided by any Guarantor other than the Guarantee of Pretium and any Pretium Entity.

(c)

Subject to the Intercreditor Agreement, if any Collateral is disposed of as permitted by this Agreement or is otherwise released from the Security at the direction or with the consent of the Purchasers’ Agent, at the request, cost and expense of the Seller (on satisfaction, or on being assured of concurrent satisfaction, of any condition to or obligation imposed with respect to such disposition), the Purchasers’ Agent shall direct the Collateral Agent to discharge such Collateral from the Security and deliver and re-assign to the relevant Pretium Entity (without any representation or warranty) any of such Collateral as is then in the possession of the Collateral Agent.

9.7 Stockpiling

If the Seller intends to stockpile, store, warehouse or otherwise place Minerals off the Project Real Property, before doing so, the Seller shall obtain from the property owner, operator or both, as applicable, where such stockpiling, storage, warehousing or other placement occurs, to provide in favour of the Collateral Agent a written acknowledgement in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, which provides that the Seller’s and/or its Affiliates’, as applicable, rights to the Minerals shall be preserved and which acknowledges the Purchasers’ Encumbrances thereon and provides the Collateral Agent with a right of access in the event of enforcement by the Collateral Agent of the Security.

-61-

ARTICLE 10

REPRESENTATIONS AND WARRANTIES

10.1 Representations and Warranties of Pretium and the Seller

Pretium and the Seller, acknowledging that the Purchasers are entering into this Agreement in reliance thereon, hereby jointly and severally make, on and as of the date hereof, the representations and warranties to the Purchasers set forth in Schedule G.

10.2 Representations and Warranties of the Purchaser

The Purchasers, acknowledging that the Seller and Pretium are entering into this Agreement in reliance thereon, hereby severally (and not jointly and severally) make, on and as of the date hereof, the representations and warranties to the Seller and Pretium set forth in Schedule H.

10.3 Survival of Representations and Warranties

The representations and warranties set forth in Schedules G and H shall survive the execution and delivery of this Agreement.

10.4 Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of Pretium or the Seller, it shall be deemed to refer to the actual knowledge of any of the Chief Executive Officer, the President, and the Chief Financial Officer.

ARTICLE 11

SELLER EVENTS OF DEFAULT

11.1 Events of Default

Each of the following events or circumstances constitutes an event of default by the Seller (each, a “Seller Event of Default”):

(a)

the Seller fails to sell and deliver Refined Gold or Refined Silver to the Purchasers on the terms and conditions set forth in this Agreement within two Business Days of the date upon which sale and delivery is required hereunder;

(b)

other than as provided in Sections 11.1(a) and 11.1(i), the Seller, Pretium or any other Guarantor is in breach or default of any terms or conditions, or any of its covenants or obligations, set forth in this Agreement or any other Stream Document, which breach or default is not remedied within a period of 15 Business Days after the earlier of (i) delivery by the Purchasers’ Agent to the Seller, Pretium or any other Guarantor, as applicable, of written notice of such breach or default, and (ii) such Person becoming aware of such breach;

-62-

(c)

the Seller, Pretium or any other Guarantor makes any representation or warranty under any Stream Document which is, in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality), incorrect or incomplete when made or deemed to be made;

(d)

the Seller, Pretium or any other Guarantor ceases or threatens to cease to carry on its business or admits its inability, or fails, to pay its debts generally as they become due;

(e)

the Seller, Pretium or any other Guarantor becomes bankrupt, whether voluntarily or involuntarily, or becomes subject to any proceeding seeking liquidation, arrangement, monitorship, relief of creditors or the appointment of a receiver or trustee over any of the Collateral, and such proceeding is not contested by the Seller, Pretium or such Guarantor, as applicable, diligently, in good faith and on a timely basis and dismissed or stayed within 45 days of its commencement or issuance (for greater certainty, such 45-day grace period shall not apply if the Seller, Pretium or such Guarantor becomes bankrupt voluntarily or any such proceedings are initiated by a Pretium Group Member);

(f)

an order is made or a resolution is passed for the winding up, liquidation or dissolution of the Seller, Pretium or any other Guarantor;

(g)

all or any portion of the Collateral is sold, transferred, Encumbered or assigned without the consent of the Purchasers (other than pursuant to a disposition permitted hereunder or Permitted Encumbrance, as applicable);

(h)

an Encumbrancer or any other Person takes possession of any of the Collateral by appointment of a receiver, receiver and manager, or otherwise;

(i)

the Seller or Pretium is in breach or default of its obligations under Articles 7 or 8;

(j)

the Seller, Pretium or any other Guarantor takes or seeks to take any action to abandon all or any material portion of the Collateral (other than as permitted under Section 7.6);

(k)

any Governmental Body directly or indirectly condemns, expropriates, nationalizes, seizes or appropriates the Seller, Pretium or any Pretium Entity or any material portion of the Project Property;

(l)

it is or becomes unlawful, or any action taken by a Governmental Body, in the reasonable opinion of the Purchaser, makes it impractical or impossible, for the Seller, Pretium or any Pretium Entity to perform any of its obligations under any Stream Document; or

-63-

(m)

(i) any Pretium Group Member, or officer of a Pretium Group Member, is charged with breaching any AML Legislation, any Anti-Corruption Laws or any Sanctions, or (ii) any director or employee of a Pretium Group Member (other than an officer) is charged with breaching any AML Legislation, any Anti-Corruption Laws or any Sanctions and the Pretium Group Member’s relationship with such director or employee (other than an officer) is not terminated with 10 days of acquiring actual knowledge of such charge.

In addition to the foregoing, until the Deposit Reduction Date, each of the following events or circumstances shall also constitute a Seller Event of Default:

(n)

the occurrence of any “Default” or “Event of Default”, as defined under any Credit Facility or Refinancing Facility, without any amendments or waivers from the lenders thereunder;

(o)

the Seller, Pretium or any other Guarantor (i) fails to make any payment when such payment is due and payable to any Person in relation to any Debt having a principal amount in excess of $25,000,000, and any applicable grace period in relation thereto has expired, or (ii) defaults in the observance or performance of any other agreement or condition in relation to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other condition, if not remedied within any applicable grace period, would be to cause, or to permit the holder of such Debt to declare such Debt to become due prior to its stated maturity date;

(p)

any of the Security or any Stream Document is repudiated or contested by the Seller, Pretium or any other Guarantor, in whole or in part, ceases to be in full force and effect, or is invalidated or rendered unenforceable by any act, regulation or governmental action or is determined to be invalid by a court or other judicial entity or, in the case of the Security, to not constitute a first ranking priority Encumbrance in the Collateral, subject only to Permitted Encumbrances;

(q)

a final judgment, order, writ of execution, garnishment or attachment or similar process for an amount in excess of $25,000,000 is issued or levied against the Seller, Pretium or any other Guarantor or any material portion of the Collateral;

(r)

the Seller takes or seeks to take any action to (i) abandon the construction of the Project, (ii) put the Project on care and maintenance, or (iii) otherwise suspend construction, development or mining operations at the Project (other than temporary suspensions for sound operational reasons not to exceed three months);

(s)

the Commercial Production Date has not occurred by March 31, 2018; or

(t)

the occurrence of a Material Adverse Effect.

-64-

11.2 Remedies

(a)

If a Seller Event of Default occurs and is continuing, the Purchasers shall have the right, upon written notice from the Purchasers’ Agent (at the direction of the Majority Purchasers) to the Seller, at their option and in addition to and not in substitution for any other remedies available to them hereunder or at law or equity, to take any or all of the following actions:

(i)

demand all amounts and deliveries owing by the Seller to the Purchasers;

(ii)

terminate this Agreement by written notice to the Seller and, without limiting Section 11.2(a)(i), demand all damages and losses suffered or incurred as a result of the occurrence of such Seller Event of Default and termination, including the greater of (A) the Principal Balance Amount and (B) the NPV of the Remaining Stream, provided that, for the purpose of this Section 11.2(a)(ii) only, a 7% discount rate will be applied; and

(iii)

direct the Collateral Agent to enforce the Security.

(b)

The Parties hereby acknowledge and agree that (i) the Purchasers will be damaged by a Seller Event of Default; (ii) it would be impracticable or extremely difficult to fix the actual damages resulting from a Seller Event of Default; (iii) any sums payable in accordance with Section 11.2(a)(ii) with respect to a Seller Event of Default are in the nature of liquidated damages, not a penalty, and are fair and reasonable; and (iv) the amount payable in accordance with Section 11.2(a)(ii) with respect to a Seller Event of Default represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such Seller Event of Default in full and final satisfaction of all amounts owed in respect of such Seller Event of Default.

(c)

For greater certainty, if the Purchasers’ Agent does not exercise its termination right under Section 11.2(a)(ii), the obligations of the Seller and Pretium or any successors following a realization hereunder shall continue in full force and effect.

ARTICLE 12

PURCHASER EVENTS OF DEFAULT

12.1 Events of Default

Each of the following events or circumstances constitutes an event of default by a Purchaser (each, a “Purchaser Event of Default”):

(a)

such Purchaser is in breach or default of any terms or conditions, or any of its covenants or obligations, set forth in this Agreement or any other Stream Document, which breach or default is not remedied within a period of 15 Business Days after the earlier of (i) delivery by the Seller to such Purchaser of written notice of such breach or default, and (ii) such Purchaser becoming aware of such breach; or

-65-

(b)

such Purchaser makes any representation or warranty under any Stream Document which is, in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality), incorrect or incomplete when made or deemed to be made.

12.2 Remedies

If a Purchaser Event of Default under Section 12.1(a) or 12.1(b) has occurred and is continuing, the Seller shall have no right to terminate this Agreement, but shall be entitled to all other remedies available to it against such Purchaser under this Agreement or at law or in equity.

ARTICLE 13

TAXES

13.1 Taxes

(a)

All deliveries of Refined Gold and Refined Silver and any other payments and transfers of property of any kind made under this Agreement or any other Stream Document by any Pretium Group Member shall be made free and clear and without any present or future deduction, withholding, charge, levy or imposition for or on account of any Taxes, except as required by Applicable Laws. Subject to Section 13.1(d) below, all Taxes, if any, as are required by Applicable Laws to be deducted, withheld, charged, levied, collected or imposed on any Person on or with respect to any such delivery, payment or transfer made by any Pretium Group Member shall be paid by the Seller by delivering or paying to the relevant Purchaser or on its behalf, in addition to such delivery, payment or transfer, such additional delivery, payment or transfer as is necessary to ensure that the net amount received by such Purchaser (net of any such Taxes, including any Taxes required to be deducted, withheld, charged, levied, collected or imposed on any such additional amount) equals the full amount that such Purchaser would have received had no such deduction, withholding, charge, levy, collection or imposition been required.

(b)

If any Purchaser becomes liable for any Tax, other than Excluded Taxes, imposed on any payments or deliveries under this Agreement, the Seller shall indemnify such Purchaser for such Tax, and the indemnity payment shall be increased as necessary so that, after the imposition of any Tax on the indemnity payment (including Tax in respect of any such increase in the indemnity payment), such Purchaser shall receive the full amount of Taxes for which it is liable and are due and payable, and, if requested by the Seller, such Purchaser will use reasonable efforts to dispute the imposition or assertion of such Taxes by the relevant Governmental Body, all at the Seller’s expense. A certificate as to the amount of such payment or liability delivered to the Seller by such Purchaser shall be conclusive absent manifest error.

-66-

(c)

If any Purchaser determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Seller or with respect to which the Seller has paid additional amounts pursuant to this Section 13.1 or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Seller an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or additional amounts paid, by the Seller under this Section 13.1 with respect to the Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of such Purchaser and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The Seller, upon the request of any Purchaser, agrees to repay the amount paid over to the Seller (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to such Purchaser if such Purchaser is required to repay such refund or reduction to such Governmental Body. If the Seller determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, such Purchaser shall use its commercially reasonable efforts to co-operate with the Seller in challenging such Taxes at the Seller’s cost and expense if so requested by the Seller, provided that such Purchaser does not reasonably determine that such challenge could be prejudicial to it. This Section 13.1(c) shall not be construed to require the Purchasers to make available their Tax Returns (or any other information relating to its Taxes that it deems confidential) to the Seller or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

(d)

Notwithstanding Sections 13.1(a) and 13.1(b), the Seller shall not be responsible for any Excluded Taxes (as defined below) imposed or collected by any jurisdiction in respect of deliveries of Refined Gold and Refined Silver or payments and transfers of property of any kind made by a Pretium Group Member pursuant to this Agreement, the Guarantee or any Security Documents. For these purposes “Excluded Taxes” means any Taxes that are recoverable by a Purchaser or its assignees by way of input tax credit, refund or rebate and any additional Taxes imposed or collected by a jurisdiction by reason of a Purchaser (or any assignee of a Purchaser pursuant to Section 16.11, but with respect only to the interest of such assignee) being incorporated or resident in that jurisdiction, carrying on business in, or having a permanent establishment or a connection in that jurisdiction or participating in a transaction separate from this Agreement in that jurisdiction, in each case determined by application of the laws of that jurisdiction, other than by reason of purchasing Refined Gold or Refined Silver under this Agreement, receiving payments or deliveries under this Agreement in that jurisdiction, making payments under this Agreement, or enforcing rights under this Agreement or any other Stream Document.

(e)

The Parties agree to reasonably cooperate to (i) ensure that no more Taxes, duties or other charges are payable other than as required under Applicable Law and (ii) obtain a refund or credit of any Taxes which have been overpaid.

-67-

(f)

Notwithstanding anything herein to the contrary, the Seller shall not be required pursuant to this Section 13.1 to pay any increased or additional amount to, or to indemnify, any Purchaser that is an assignee of all or any interest in this Agreement except to the extent that the assignor to such Purchaser would have been, as an original Purchaser, entitled to receive additional amounts or indemnity payments from the Seller pursuant to this Section 13.1 (and provided that nothing in this Section 13.1(f) shall be construed as relieving the Seller from any obligation to make such payments or indemnification to any assignor). For greater certainty, if an assignment would result in an increase in an amount of Taxes to be withheld pursuant to this Section 13.1, the Seller will not be responsible for indemnifying or making additional payments to any Purchaser that is an assignee with respect to such increase.

(g)

Following the execution and delivery of this Agreement, each of the Parties will co-operate reasonably with the other Party in implementing any proposed adjustments to the structure or terms of this Agreement to facilitate tax planning, provided that such adjustments have no material adverse impact on the non-proposing Party and that the costs of such adjustments shall be paid for by the proposing Party.

ARTICLE 14

INDEMNITIES

14.1 Indemnity of Pretium and the Seller

Without limiting Section 11.2, Pretium and the Seller jointly and severally agree to indemnify and save each Purchaser and its Affiliates and their directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

(a)

any breach or inaccuracy of any representation or warranty of the Pretium Group Members contained in this Agreement or the other Stream Documents, including without limitation the representations and warranties set forth in Schedule G hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto;

(b)

any breach, including breach due to non-performance, by the Pretium Group Members of any covenant or agreement to be performed by any of the Pretium Group Members contained in this Agreement or the other Stream Documents or in any document, instrument or agreement delivered pursuant hereto or thereto;

(c)

the development or operation of the Project; and

(d)

the physical environmental condition of the Project and matters of health and safety related to the Project or any action or claim brought with respect thereto (including conditions arising prior to the date of this Agreement).

-68-

provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons.

14.2 Indemnity of Purchaser

Each Purchaser severally agrees to indemnify and save Pretium, the Seller and their Affiliates and their directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

(a)

any breach or inaccuracy of any representation or warranty of such Purchaser contained in this Agreement or the other Stream Documents, including without limitation the representations and warranties set forth in Schedule H hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto; or

(b)

any breach, including breach due to non-performance, by such Purchaser of any covenant or agreement to be performed by such Purchaser contained in this Agreement or the other Stream Documents or in any document, instrument or agreement delivered pursuant hereto or thereto,

provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons.

14.3 Non-Party Indemnified Persons

Each of the Parties shall act as the trustee to its related indemnified persons under this Article 14 to the extent indemnified under this Agreement and accepts this trust and will hold and enforce the covenants herein on behalf of such related indemnified persons.

ARTICLE 15

THE PURCHASERS AND THE PURCHASERS’ AGENT

15.1 Decision-Making

(a) Any amendment, waiver, discharge or termination with respect to this Agreement

relating to the following matters shall be effective only if agreed between the Seller and the Unanimous Purchasers:

(i)

any amount payable or deliverable by the Seller to the Purchasers, or any alteration in the currency or mode of calculation or computation of any amount payable or deliverable by the Seller to the Purchasers hereunder;

(ii)

any change to Article 11 or what constitutes a Seller Event of Default;

(iii)

any change to Article 12 or what constitutes a Purchaser Event of Default;

(iv)

any extension or reduction of the time for any payments or deliveries required to be made by the Seller to the Purchasers;

-69-

(v)

any extension or reduction of the notice period required in connection with any payment or delivery by the Seller to the Purchasers;

(vi)

any material change in the nature and scope of the Security or any release or discharge of any material portion of the Security, except that the Collateral Agent may from time to time without notice to or the consent of the Purchasers execute and deliver partial or full releases of the Security from time to time in respect of any item of the Collateral to the extent expressly permitted in this Agreement;

(vii)

any provision of this Article 15; or

(viii)

the reduction or elimination of any rights of any Purchaser, acting alone or together with other Purchasers, to exercise any rights or receive any information.

(b)

Except for the matters described in Section 15.1(a) above or otherwise expressly provided for in this Agreement, any amendment, waiver, discharge or termination with respect to this Agreement shall only be effective if agreed between the Seller and the Majority Purchasers in writing, and any such amendment, waiver, discharge or termination that is so agreed shall be final and binding upon all of the Purchasers. Subject to the other provisions of this Section 15.1, where the terms of this Agreement refer to any action to be taken by the Purchasers or to any such action that requires the consent or other determination of the Purchasers, the action taken by and the consent or other determination given or made by the Majority Purchasers shall, except to the extent that this Agreement expressly provides to the contrary, constitute the action or consent or other determination of the Purchasers.

(c)

The Purchaser’s Agent shall provide the other Purchasers with copies of all amendments, waivers or consents provided by the Purchasers’ Agent with respect to any provisions of the Agreement or other Stream Documents promptly upon execution thereof.

(d)

To the extent that any of the Purchasers has an interest in the subject matter of any decision (other than the appointment of the Purchasers’ Agent) requiring approval of the Purchasers and such interest is adverse in any material respect from the interest of the other Purchasers, in their capacity as Purchasers, such Purchaser’s Share shall be disregarded in determining the approval of the Majority Purchasers or Unanimous Purchasers, as applicable.

15.2 Purchasers’ Obligations Several; No Partnership

The obligations of each Purchaser under this Agreement are several and not joint or joint and several. No Purchaser shall be responsible for the obligations of any other Purchaser hereunder. Neither the entering into of this Agreement nor the completion of any transactions contemplated herein shall constitute the Purchasers a partnership.

-70-

15.3 Purchasers’ Agent

(a)

From time to time, the Purchasers may authorize one of the Purchasers, or an Affiliate of one of the Purchasers, to act as the Purchasers’ Agent for taking the actions of the Purchasers’ Agent specified under the Stream Documents. The Purchasers’ Agent shall be Orion Co-Investments II (Stream) Limited or as otherwise designated from time to time by notice in writing from the Majority Purchasers to the other Parties.

(b)

In exercising its duties hereunder, the Purchasers’ Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained. The Purchasers’ Agent may refrain from exercising any right, power or discretion vested in it under this Agreement which would or might in its opinion in its sole discretion be contrary to any Applicable Law or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Applicable Law. The Purchasers’ Agent shall not be bound to disclose to any Person any information relating to any Pretium Group Member if such disclosure would or might in its opinion in its sole discretion constitute a breach of Applicable Law or be otherwise actionable at the suit of any Person.

(c)

The Purchasers’ Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith and the Purchasers’ Agent shall not be under any liability to any Purchaser as a result of taking or omitting to take any action in relation to the Stream Documents save in the case of the Purchasers’ Agent’s gross negligence or wilful misconduct.

(d)

Each Purchaser shall, on demand by the Purchasers’ Agent, indemnify the Purchasers’ Agent on a proportionate basis (based on each Purchaser’s Share), against any and all costs, claims, reasonable expenses (including legal fees) and liabilities which the Purchasers’ Agent may incur (and which, where applicable, have not been reimbursed by the Seller) to the extent required hereunder, otherwise than by reason of its own gross negligence or wilful misconduct, in acting in its capacity as the Purchasers’ Agent under the Stream Documents.

15.4 Sharing of Information

The Purchasers may share among themselves any information they may have from time to time concerning the Pretium Group Members whether or not such information is confidential, but shall have no obligation to do so, provided that any Confidential Information so shared will remain subject to the terms and conditions of Section 6.8. Each Pretium Group Member authorizes the Purchasers to share among each other any information possessed by any of them regarding the Pretium Group Members, subject to obligations of the Purchasers under Section 6.8.

-71-

15.5 Amendments to this Article

The Purchasers may amend any provision in this Article 15 without prior notice to or the consent of Pretium and the Seller, and the Purchasers shall provide a copy of any such amendment to Pretium and the Seller reasonably promptly thereafter; provided, however, that if any such amendment would adversely affect any rights, entitlements, obligations or liabilities of any of Pretium Group Member, such amendment shall not be effective until Pretium and the Seller provide their written consent thereto, such consent not to be unreasonably withheld or delayed.

15.6 Adjustments Among Purchasers

(a)

Each Purchaser agrees that it will at any time or from time to time, as required by any other Purchaser, purchase portions of the amounts due and owing to the other Purchasers and make any other adjustments which may be necessary or appropriate so that the amounts due and owing to each Purchaser, as adjusted under this Section, will, as nearly as possible, reflect each Purchaser’s Share determined as at the date of the exercise of any such rights.

(b)

For greater certainty, the Purchasers acknowledge and agree that, without limiting the generality of Section 15.6(a), those provisions will have application if and whenever any Purchaser shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, realization upon any Security or otherwise) on account of any money owing or payable by the Seller to it in excess of the amounts to which it would otherwise be entitled under Section 15.6(a).

(c)

The Seller and Pretium agree to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Purchasers under this Section 15.6.

15.7 Number of Purchasers

If at any time there are more than three Purchasers then, during the period there are more than three Purchasers, the Seller may satisfy its obligations to the Purchasers to deliver Refined Gold and Refined Silver to the Purchasers under Section 2.5(b) and to provide notices, documents, information and reports, as applicable, under Sections 2.4, 5.1, 5.2, 5.3 5.4, 5.5, 5.7(b), 5.8, 7.3(b), 7.5 and 8.1(a) and (b) by making deliveries or providing notices, documents, information and reports, as applicable, to the Purchasers’ Agent.

ARTICLE 16

GENERAL

16.1 Disputes and Arbitration

-72-

(a)

Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof which has not been resolved by the Parties within the time frames specified herein (or where no time frames are specified, within 15 days of the delivery of written notice by any Party of such dispute, controversy or claim) shall be referred to the chief executive officer of Pretium and the chief executive officer of the Purchaser for prompt resolution. Any such dispute, controversy or claim which cannot be resolved by the chief executive officers within 15 days after it has been so referred to them hereunder, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by binding arbitration administered by the International Center for Dispute Resolution, and any Party may so refer such dispute, controversy or claim to binding arbitration. Such referral to binding arbitration shall be to three qualified arbitrators in accordance with the Arbitration Rules, as may be amended from time to time, which Arbitration Rules shall govern such arbitration proceeding. The Party referring the matter to arbitration shall propose the name of the person it wishes to appoint as one of the three arbitrators. Within 20 days after receipt of such notice, the responding Party shall give notice to the referring Party advising of the person it wishes to appoint as the second of the three arbitrators. Those two persons nominated as arbitrators shall, within 20 days of receipt of the responding Party’s notice, appoint a third arbitrator. If such two nominees are unable to agree upon a third arbitrator within such 20-day period or the responding Party fails to notify the referring Party of the person it wishes to appoint as the second arbitrator within the applicable 20-day period, then in either case such arbitrator or arbitrators shall be chosen by ADR Chambers Inc., Toronto, Ontario at the written request of any Party. The place of arbitration shall be Toronto, Ontario and the language of arbitration shall be English. The determination of such arbitrators by majority shall be final and binding upon the Parties and the costs of such arbitration shall be as determined by the arbitrator. Judgment on the award may be entered in any court having jurisdiction. This Section 16.1 shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Parties covenant and agree that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration.

(b)

The arbitration, including any settlement discussions between the Parties related to the subject matter of the arbitration, shall be conducted on a private and confidential basis and any and all information exchanged and disclosed during the course of the arbitration shall be used only for the purposes of the arbitration and any appeal therefrom. None of the Parties shall communicate any information obtained or disclosed during the course of the arbitration to any third party except to those experts or consultants employed or retained by, or consulted about retention on behalf of, such party in connection with the arbitration and solely to the extent necessary for assisting in the arbitration, and only after such persons have agreed to be bound by these confidentiality conditions. In the event that disclosure of any information related to the arbitration is required to comply with Applicable Law or court order, the disclosing party shall promptly notify the other party of such disclosure, shall limit such disclosure limited to only that information so required to be disclosed and shall have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled.

-73-

(c)

The award of the arbitrators and any reasons for the decision of the arbitrators shall also be kept confidential except (i) as may reasonably be necessary to obtain enforcement thereof; (ii) for either party to comply with its disclosure obligations under Applicable Law; (iii) to permit the parties to exercise properly their rights under the Arbitration Rules; and (iv) to the extent that disclosure is required to allow the parties to consult with their professional advisors.

16.2 Further Assurances

Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

16.3 No Joint Venture

Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between the Purchasers and any Pretium Group Member.

16.4 Governing Law

This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

16.5 Notices

Unless otherwise specifically provided in this Agreement, any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand to an officer or other responsible employee of the addressee or transmitted by facsimile transmission or other by electronic communication, addressed to:

(i)

If to Pretium or the Seller to:

Pretium Resources Inc.

Suite 2300 Four Bentall Centre

1055 Dunsmuir Street Vancouver, B.C.

V7X 1L4

Attention: President

Facsimile: (604) 558-4784

E-mail: jovsenek@pretium.com

-74-

with a copy (which shall not serve as notice hereunder) to:

Blake, Cassels & Graydon LLP

2600 – 595 Burrard Street

Three Bentall Centre

Vancouver, B.C.

V7X 1L3

Attention: Bob Wooder

Facsimile: (604) 631-3309

E-mail: Bob.Wooder@Blakes.com

(ii)

If to any Purchaser, in accordance with the details specified in Schedule E, as amended from time to time in accordance with this Agreement

(iii)

If to Purchaser’s Agent:

c/o Appleby (Bermuda) Limited

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

Attention: Desirae Jones, Appleby Services (Bermuda) Ltd.

Facsimile: (441) 298-3467

with a copy to:

Orion Resource Partners (USA) LP

1211 Avenue of the Americas, Suite 3000

New York, NY 10036

Attention: General Counsel

Facsimile: (212) 596-3489

Email: notices@orionresourcespartners.com

(iv)

If to Collateral Agent:

c/o Appleby (Bermuda) Limited

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

Attention: Desirae Jones, Appleby Services (Bermuda) Ltd.

Facsimile: (441) 298-3467

-75-

with a copy to:

Orion Resource Partners (USA) LP

1211 Avenue of the Americas, Suite 3000

New York, NY 10036

Attention: General Counsel

Facsimile: (212) 596-3489

Email: notices@orionresourcepartners.com

or at such other address, facsimile number or email address as such Party from time to time directs in writing to the other Party. Any notice or other communication given in accordance with this section, if delivered by hand as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery is received before 4:00 pm at of the place of delivery; otherwise, it shall be deemed to be validly and effectively given on the Business Day next following the date of delivery. Any notice of communication which is transmitted by facsimile transmission or electronic mail as aforesaid, shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was received before 4:00 pm at the place of receipt; otherwise it shall be deemed to have been validly and effectively given on the Business Day next following such date of transmission.

16.6 Press Releases

The Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and coordinate, any public notices, press releases, and any other publicity concerning the entering into of this Agreement and none of the Parties or its Affiliates shall act in this regard without reasonable prior consultation with the other Parties, unless such disclosure is required to meet timely disclosure obligations of such Parties or their Affiliates under Applicable Laws in circumstances where prior consultation with the other Parties is not practicable, and a copy of such disclosure shall be provided to the other Parties at such time as it is made publicly available.

16.7 Amendments

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.

16.8 Beneficiaries

Except as otherwise provided herein, this Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

16.9 Entire Agreement

-76-

This Agreement and the other Key Transaction Documents together constitute the entire agreement between the Parties with respect to the subject matter hereof and cancel and supersede any prior understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, opinions, advice, assertions of fact, matters, undertakings or collateral agreements, express, implied or statutory, with respect to the subject matter hereof and thereof by or between the Parties (or by any of their respective employees, directors, officers, representatives or agents) other than as expressly set forth in this Agreement or the other Key Transaction Documents.

16.10 Waivers

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

16.11 Assignment

(a)

This Agreement and the other Stream Documents shall enure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns.

(b)

Subject to Sections 16.11(d) and (e), the Purchasers shall be entitled at any time and from time to time, to assign, including by way of syndication or granting of participation rights, any of its respective rights and obligations under any of this Agreement and the other Stream Documents without the consent of Pretium or the Seller.

(c)

Except as permitted under Article 7, neither Pretium or the Seller shall Transfer, in whole or in part, any of its rights or obligations under this Agreement or the other Stream Documents without the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers).

(d)

This Agreement may not be assigned in whole or in part to any Sanctioned Person or Sanctioned Entity.

(e)

Up until the Delivery Start Date and provided there is no Seller Event of Default, any assignment by a Purchaser pursuant to Section 16.11(b) will be subject to the Seller’s prior written consent, such consent not to be unreasonably withheld.

(f)

Subject to the Seller providing any consent required pursuant to Section 16.11(e), an assignment by a Purchaser shall become effective when the Seller, Pretium, the other Purchasers and the Collateral Agent have received from the assignee an agreement (addressed to all the Parties) to be bound by this Agreement and to perform the obligations assigned to it, in substantially the form of the Purchase Assignment Agreement. Any assignee shall be treated as a Purchaser for all purposes of this Agreement, shall be entitled to the full benefit hereof and shall be subject to the obligations of the assigning Purchaser to the same extent as if it were an original party in respect of the rights or obligations assigned to it, and the assigning Purchaser shall be released and discharged from its obligations hereunder.

-77-

16.12 Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to replace any provision that is invalid, illegal or unenforceable with such other valid provision that most closely replicates the economic effect and rights and benefits of such impugned provision.

16.13 Costs and Expenses

Except as otherwise provided for in this Agreement and subject to the following sentence, all costs and expenses incurred by a Party shall be for its own account. The Seller shall pay to the Purchasers on demand all reasonable and documented costs and expenses of the Purchasers (including, without limitation, all fees, expenses and disbursements of legal counsel) in connection with: (i) its due diligence investigations in connection with the transactions contemplated by this Agreement; (ii) the preparation, negotiation, and completion of, this Agreement and the other Stream Documents and all instruments supplemental or ancillary thereto; (iii) any actual or proposed amendment or modification thereof or any waiver under the Stream Documents, and all instruments supplemental or ancillary thereto, made at the request of a Pretium Group Member; and (iv) the registration, maintenance and/or discharge of any of the Security in any public record office, provided that the Purchasers shall use reasonable efforts to keep such costs and expenses to a minimum.

16.14 Counterparts

This Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

-78-

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.

	ORION CO-INVESTMENTS II (STREAM) LIMITED, in its capacity as a Purchaser


	By:	“Melanie Simons”
		Name: Melanie Simons
		Title: Authorized Signatory

	By:
		Name:
		Title:

	BTO MIDAS L.P., by its general partner, BTO Holdings (Cayman) – NQ Manager L.L.C.


	By:	“Christopher J. James”
		Name: Christopher J. James
		Title: Authorized Signatory

	By:
		Name:
		Title:

	PRETIUM RESOURCES INC.


	By:	“Joseph Ovsenek”
		Name: Joseph Ovsenek
		Title: Director

	By:	“Michelle Romero”
		Name: Michelle Romero
		Title: Vice President, Corporate

[Signature Page to Stream Agreement]

	PRETIUM EXPLORATION INC.


	By:	“Joseph Ovsenek”
		Name: Joseph Ovsenek
		Title: Director

	By:	“Alicia Milne”
		Name: Alicia Milne
		Title: Corporate Secretary

	ORION CO-INVESTMENTS II (STREAM) LIMITED, in its capacity as Purchaser’s Agent


	By:	“Melanie Simons”
		Name: Melanie Simons
		Title: Authorized Signatory

	By:
		Name:
		Title:

	ORION CO-INVESTMENTS II (ED) LIMITED, in its capacity as Collateral Agent


	By:	“Melanie Simons”
		Name: Melanie Simons
		Title: Authorized Signatory

	By:
		Name:
		Title:

[Signature Page to Stream Agreement]

SCHEDULE A

Construction Budget

Major Area Description	US$
Mine Site	$	21,424,000
Mine Underground		151,983,000
Mine Site Process		51,420,000
Mine Site Utilities		30,794,000
Mine Site Facilities		52,442,000
Mine Site Tailings (Brucejack Lake)		3,533,000
Mine Site Temporary Facilities		33,370,000
Mine Site Surface Mobile Equipment		14,572,000
Off-site Infrastructure		89,159,000
Indirects		121,788,000
Owner's Costs		114,215,000
Contingency		62,235,000
Grand Total	$	746,935,000

-1-

SCHEDULE B

Description of Project Real Property (with Map)

-1-

Part A - Mineral Tenures

A.1 Brucejack Mineral Tenures

Mineral Title Number	Claim Name	Mining Lease Application Date (if applicable)	Good to Date	Area (ha)
509223		-	2026/jan/31	428.623
509397		-	2026/jan/31	375.147
509400		-	2026/jan/31	178.632
1027397	Quarry	July 8, 2014	2026/jan/31	53.6255
1027398	Bridge	July 8, 2014	2026/jan/31	160.9196
1027399		-	2026/jan/31	983.6067
1027400		-	2026/jan/31	500.3945
1027429	Lake	July 8, 2014	2026/jan/31	196.6047
1027431	West	July 8, 2014	2026/jan/31	53.6275
1027433	VOK	July 8, 2014	2026/jan/31	143.0047
1034915		-	2026/jan/31	89.3499
1034916		March 24, 2015	2026/jan/31	35.7419

A.2 Other Mineral Claims

Mineral Title Number	Claim Name	Good To Date	Area (ha)
570464	GOLDFIELD 10 NEWSTAKE 2	2026/jan/31	893.6421
587907		2026/jan/31	17.9051
607645		2026/jan/31	125.3425
637289	CASTLE 10	2026/jan/31	447.0176
685663		2026/jan/31	17.9031
685664	WHATHAPPENED	2026/jan/31	429.5086
685666	WHATHAPPENED2	2026/jan/31	35.7826
841449		2026/jan/31	429.5568

-2-

841454		2026/jan/31	178.9243
842943		2026/jan/31	196.8636
843011		2026/jan/31	143.2331
1026972	PL1	2026/jan/31	661.8809
1026976	PL4	2026/jan/31	1254.0539
1034945	Left Over	2026/jan/31	1108.4397

Part B – Fee Simple Parcels

Parcel Identifier	Legal Description	Registered Charges, Liens and Interests
005-549-591	Lot 18 Block 9 District Lot 466 Cassiar District Plan 818	Nil
009-891-951	Lot 17 Block 9 District Lot 466 Cassiar District Plan 818	Nil
014-206-323	Lot 19 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-331	Lot 20 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-340	Lot 21 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-358	Lot 22 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-366	Lot 23 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
028-583-205	Parcel D (Being a Consolidation of Lots 18 to 21, see BB1753438) Block 8 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res M12825; registered to Her Majesty the Queen in Right of the Province of British Columbia

-3-

Part C – Crown land tenures

Document #	Description	Area	Term Start	Duration
916625	Licence of Occupation- Utility Right-of-Way – Electric Power Line, with a right to a statutory right of way if certain conditions are met.	2943.24 HECTARES MORE OR LESS	2015/08/01	6 yrs
920874	Licence of Occupation - Industrial Licence – Light Industrial	11.86 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920875	Licence of Occupation - Industrial Licence – Light Industrial	3.54 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920876	Licence of Occupation - Industrial Licence – Light Industrial	2.76 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920877	Licence of Occupation - Industrial Licence – Heavy Industrial	4.06 HECTARES MORE OR LESS	2015/08/01	30 yrs
920878	Licence of Occupation - Industrial Licence – Heavy Industrial	27.77 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920881	Licence of Occupation - Industrial Licence – Light Industrial	0.25 HECTARES MORE OR LESS.	2015/08/01	30 yrs
920910	Licence of Occupation – Transportation Licence – Airport/Airstrip	106.95 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920920	Licence of Occupation - Industrial Licence – Heavy Industrial	7.0 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920921	Licence of Occupation - Industrial Licence – Heavy Industrial	7.86 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920922	Licence of Occupation - Industrial Licence – Heavy Industrial	18.23 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921268	Licence of Occupation - Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs

-4-

Document #	Description	Area	Term Start	Duration
921269	Licence of Occupation - Communication Licence – Communication Sites	0.2 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921270	Licence of Occupation - Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921271	Licence of Occupation - Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921748	Licence of Occupation - Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
S25923	Special Use Permit for the purpose of construction and maintenance of road	Portion of existing road from 0 to 58.6 km, plus the 12 km Knipple Glacier crossing.	2015/07/23	Indefinite (until District Manager notifies Permittee of road deactivation or that the need for permanent deactivation is precluded)

-5-

SCHEDULE C

Project Schedule

-1-

SCHEDULE D

Form of Purchaser Assignment Agreement

ASSIGNMENT AGREEMENT

This AGREEMENT is made as of the _____ day of ______________,_____.

B E T W E E N:

■

(the “Assignor”)

AND:

■

(the “Assignee”)

WHEREAS Orion Co-Investments II (Stream) Limited, BTO Midas L.P., Pretium Resources Inc., Pretium Exploration Inc., Orion Co-Investment II (Stream) Limited, as Purchasers’ Agent, and Orion Co-Investments II (ED) Limited, as Collateral Agent, are parties to a purchase and sale agreement dated ■, 2015 (as the same may be amended, restated, renewed or replaced from time to time, the “Purchase Agreement”);

AND WHEREAS the Assignor wishes to assign to the Assignee in accordance with the terms hereof all or a portion of its interest as a Purchaser under the Purchase Agreement and the Assignee wishes to accept such assignment and assume the obligations of the Assignor in respect of the Assigned Interest (as defined below) from and after the Assignment Date (as defined below);

AND WHEREAS this Agreement is being delivered to the other Parties in accordance with Section 16.11(f) of the Purchase Agreement.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows:

1.	Terms Defined in the Purchase Agreement. In this Agreement (including the recitals), words and expressions which are defined in the Purchase Agreement and which appear herein without definition shall have the respective meanings ascribed thereto in the Purchase Agreement.

-1-

Assignment of Assigned Interest. The Assignor hereby irrevocably sells, assigns and transfers to the Assignee, effective as of (the “Assignment Date”), all [or specify portion] of its rights as a Purchaser under the Purchase Agreement, together with all its right, title and interest (to the extent related to such assigned interest) in and to the Purchase Agreement and all other documents delivered pursuant thereto or in connection therewith (collectively, the “Assigned Interest”), and the Assignee hereby accepts such assignment and assumes all the Assignor’s obligations with respect to the Assigned Interest from and after the Assignment Date. Notwithstanding the foregoing, and for greater certainty, if any payments or deliveries with respect to the Assigned Interest have accrued up to and including the Assignment Date but are payable or deliverable by the Seller thereafter, as between the Seller and the Assignor (but without prejudice to any other agreement between the Assignor and the Assignee in that regard) such amounts or deliveries shall be paid or delivered by the Seller to the Assignor when such amounts become payable or deliverable in accordance with the terms of the Purchase Agreement; and the parties agree to make any necessary adjustments in this regard. The Assignee agrees to be bound by the Purchase Agreement and perform the obligations assigned to it hereunder.

3.	Updated Purchasers’ Schedule. Attached hereto is an updated version of Schedule C (Purchaser Information) to the Purchase Agreement (“Updated Purchasers’ Schedule”) reflecting the assignment and assumption of the Assigned Interest pursuant to this Agreement.

Purchase Price and Payment. The Assignee hereby unconditionally and irrevocably agrees to pay US$ (the “Purchase Price”) to the Assignor on the Assignment Date as the purchase price for the Assigned Interest in immediately available same day funds to the Assignor’s account, as follows:

[particulars of account]

5.	Assignment Without Recourse. The Assignee shall have no recourse to the Assignor in respect of the Assigned Interest or any failure of the Seller or any other Person to observe and perform its obligations in respect thereof.

6.	Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows:

(a)

the Assignor has the power to enter into, deliver and perform, and has duly authorized the execution and delivery by it of, this Agreement and the performance of its obligations hereunder;

(b)

the Assignor has good and sufficient right, title and authority to assign the Assigned Interest to the Assignee; and

(c)

the Assigned Interest is free and clear of all security interests, liens, encumbrances and adverse claims whatsoever.

7.	Representations and Warranties of the Assignee. The Assignee represents, warrants and covenants to and in favour of the Assignor as follows:

-2-

(a)

the Assignee has the power to enter into, deliver and perform, and has duly authorized the execution and delivery by it of, this agreement and the performance of its obligations hereunder.

(b)

the Assignee has itself been, and will continue to be, solely responsible for making its own independent appraisal of, and investigation into, the financial condition, affairs, status and nature of the Seller, Pretium and the Project and has not relied and will not hereafter rely on the Assignor to appraise or keep under review on its behalf the financial condition, affairs, status or nature of the Seller, Pretium or the Project; and

(c)

the Assignee acknowledges and confirms that, except as otherwise expressly provided herein, the Assignor is making no representations or warranties whatsoever as to the legality, effectiveness, validity, sufficiency, value or enforceability of the Purchase Agreement or any other document or instrument delivered by the Assignor to the Assignee in connection herewith and is not responsible for the non-performance thereof by any person or party thereto (other than the Assignor) or for the financial condition of the Seller, Pretium or any other person liable with respect to the Purchase Agreement or any other document or instrument entered into pursuant thereto or in connection therewith.

Notices. Unless otherwise specifically provided in this Agreement, any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand to an officer or other responsible employee of the addressee or transmitted by facsimile transmission or sent by electronic mail in PDF format, addressed to:

(a)

to the Assignee:

■

(b)

to the Assignor:

■

Any notice or other communication given in accordance with this section, if delivered by hand as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery is received before 4:00 pm at of the place of delivery; otherwise, it shall be deemed to be validly and effectively given on the Business Day next following the date of delivery. Any notice of communication which is transmitted by facsimile transmission or electronic mail as aforesaid, shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was received before 4:00 pm at the place of receipt; otherwise it shall be deemed to have been validly and effectively given on the Business Day next following such date of transmission.

-3-

9.	Benefit of Agreement and Assignment. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.

Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to replace any provision that is invalid, illegal or unenforceable with such other valid provision that most closely replicates the economic effect and rights and benefits of such impugned provision.

11.

Further Assurances. The parties shall, from time to time, take such action and execute and deliver such documents as may be reasonably necessary or appropriate to give effect to the terms, provisions and intent of this Agreement; provided that any such documents requested by the Assignee shall not be at the expense of the Assignor.

12.

Governing Law. This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.

Counterparts. This Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic scan shall be effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the day and year first above written.

	■

	By:
		Name
		Title

	■

	By:
		Name
		Title

-4-

UPDATED VERSION OF SCHEDULE C

To be attached.

-5-

AGREEMENT AND UNDERTAKING BY ASSIGNEE

Capitalized terms not otherwise defined herein have the meanings given thereto in that certain Assignment Agreement made as of the _____ day of , _____ between ■, as assignor, and ■, as assignee (the “Assignment Agreement”), a copy of which is annexed hereto.

Pursuant to Section 16.11(f) of the Purchase Agreement, the Assignee hereby agrees and undertakes in favour of the Seller, Pretium, the other Guarantors, the Purchasers, the Purchasers’ Agent and the Collateral Agent to be bound by the Purchase Agreement and to perform the obligations assigned to it under the Assignment Agreement.

	■

	By:
		[Name]

		[Title]

-6-

ACKNOWLEDGEMENT AND AGREEMENT BY SELLER AND PRETIUM

The Seller and Pretium hereby consent to the assignment and assumption of the Assigned Interest pursuant to the Assignment Agreement (if required under the terms of the Purchase Agreement), and the Seller and Pretium agree that, effective upon the Assignment Date: (i) the Assigned Interest shall constitute the property of the Assignee; (ii) the Assignor shall be released from all of its obligations to the Seller and Pretium under the Purchase Agreement in respect of the Assigned Interest; and (iii) the Assignee shall be one of the Purchasers under the Purchase Agreement to the same extent as if the Assignee had entered into the Purchase Agreement. The Seller and Pretium hereby acknowledge receipt of the Updated Purchasers’ Schedule as attached to the Assignment Agreement.

The Seller agrees to make, effective from and after the Assignment Date, any delivery of Refined Gold, Refined Silver or any other payment or delivery that would otherwise be payable or deliverable in respect of the Assigned Interest to the Assignor under the Purchase Agreement to the Assignee.

	PRETIUM EXPLORATION INC.

	By:
		[Name]

		[Title]

	PRETIUM RESOURCES INC.

	By:
		[Name]

		[Title]

-7-

ACKNOWLEDGEMENT AND AGREEMENT BY OTHER PARTIES

The Purchasers’ Agent hereby consents to the assignment and assumption of the Assigned Interest pursuant to the Assignment Agreement (if required under the terms of the Purchase Agreement).

The undersigned hereby acknowledge receipt of the Assignment Agreement. The undersigned hereby acknowledge receipt of the Updated Purchasers’ Schedule as attached to the Assignment Agreement and acknowledge that for all purposes it shall be a revised Schedule C under the Purchase Agreement.

	[PURCHASERS’ AGENT]

	By:
		[Name]

		[Title]

	[COLLATERAL AGENT]

	By:
		[Name]

		[Title]

	[OTHER PURCHASERS]

	By:
		[Name]

		[Title]

-8-

SCHEDULE E

Purchaser Information

Purchaser	Amount of Deposit	Purchaser’s Share

Orion Co-Investments II (Stream) Limited	$75,000,000	50%
c/o Appleby (Bermuda) Limited Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda Attention: Desirae Jones, Appleby Services (Bermuda) Ltd. Facsimile: (441) 298-3467 with a copy to: Orion Resource Partners (USA) LP 1211 Avenue of the Americas, Suite 3000 New York, NY 10036 Attention: General Counsel Facsimile: (212) 596-3489 Email: notices@orionresourcepartners.com

BTO Midas L.P.	$75,000,000	50%
c/o BTO Holdings (Cayman) – NQ Manager L.L.C. 345 Park Avenue, 27th Floor New York, NY 10154 U.S.A. Attention: Kevin Kelly Facsimile: (212) 583-5692 Email: kevin.kelly@blackstone.com with a copy to: Borden Ladner Gervais LLP Scotia Plaza, 40 King Street West Toronto, ON M5H 3Y4 Attention: Erik Goldsilver Facsimile: (416) 682-2826 Email: egoldsilver@blg.com

-1-

SCHEDULE F

Valuator

1. Selection Criteria for Valuator

(a)

The Valuator shall be qualified to perform the matters in Section 7.3, having regard to the Valuator’s credentials and experience relevant to such matters.

(b)

The Valuator shall be independent of the Parties and their Affiliates and the Valuator shall provide the Parties with a written letter or report certifying its independence.

(c)

In determining the independence of the Valuator, the Partner shall consider the potential, if any, for bias on the part of the Valuator as a result of the involvement of the Valuator or any of its Affiliates in an evaluation, appraisal or review of the financial status of any Party or in other capacity as a service provider to a Party.

(d)

Lack of independence shall be deemed to exist in the following situations:

(i)

where the Valuator (or any of its Affiliates) was retained as an investment banker or underwriter by any Party or any Affiliate thereof (but not solely as a selling group member in a public offering of securities of any Party or any Affiliate thereof) within the 12-month period preceding the date of selection; and

(ii)

where the Valuator or any of its Affiliates is an advisor to any Party in respect of the transaction.

2. Valuation Principles

(a)

Non-Cash Consideration

In determining the fair market value (in cash) of any non-cash consideration, the following will apply:

(i)

for any security that is listed on a securities exchange, the volume weighted average closing price (or last bid price if no closing price) of such security on the principal exchange for such security for the 20 trading days preceding the completion of the Change of Control of Pretium; and

(ii)

for any other property, the monetary consideration that, in an open, liquid and unrestricted market, a prudent and informed buyer would pay, after appropriate due diligence, to a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act.

(b)

Consideration Attributable to the Project

-1-

In determining the value of the consideration attributable to the Project, the Valuator will have regard to:

(i)

any public disclosure applicable to the Change of Control;

(ii)

any evidence as to such matter provided by the Parties at the request of the Valuator; and

(iii)

where the Valuator is not otherwise reasonably satisfied as a result of (i) or (ii), the Valuator’s independent assessment of the value of the Project using a discounted cash flow model and other valuation methodologies applicable to valuing a mining project and a precious metals mining company.

3. Timing of Determination

The Parties will cause the Valuator to complete its determination within 30 days after completion of the applicable Triggering Event.

4. Decision Final and Binding

In acting in this matter, the Valuator will be acting as an expert and not as an arbitrator and its determination and decision will be final and binding on the Parties and not subject to appeal.

-2-

SCHEDULE G

Representations and Warranties of the Seller and Pretium

(a)

Organization and Powers. Each Pretium Group Member: (i) has been duly incorporated or formed and is validly existing under the laws of its incorporation or formation, as applicable; (ii) has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to own and lease its property and assets and to carry on its business; (iii) has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to enter into each of the Stream Documents to which it is or will become a party, and to perform its obligations thereunder; and (iv) is qualified, licensed or registered to do business in all material respects in each jurisdiction in which the nature of its business or the property or assets owned or leased by it make such qualification, licensing or registration necessary. No proceeding has been instituted or, to the Seller’s or Pretium’s knowledge, threatened in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, licensing or registration. Each Pretium Group Member is up-to-date in all material respects in all of its corporate filings and is (if applicable) in good standing in all material respects under Applicable Laws.

(b)

Authorization; No Conflict. The execution and delivery by each Pretium Group Member of the Stream Documents to which it is a party, and the performance by it of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other action on its part and do not and will not: (i) contravene any provision of its constating documents or any resolution of its shareholders, partners or directors (or any committee thereof); (ii) conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving of notice or lapse of time or both), any Material Contract; (iii) violate any Applicable Law; or (iv) other than as contemplated by the Stream Documents, result in, or require, the creation or imposition of any Encumbrance on any property or assets of a Pretium Group Member.

(c)

Execution; Binding Obligation. Each Stream Document to which a Pretium Group Member is or will become a party: (i) has been, or when delivered under or in connection with this Agreement will be, duly executed and delivered by the applicable Pretium Group Member; and (ii) constitutes, or when delivered under or in connection with this Agreement will constitute, a legal, valid and binding agreement of such Pretium Group Member, enforceable against such Pretium Group Member in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction.

-1-

(d)

Consents. No Pretium Group Member is required to give any notice to, make any filing with or obtain any Authorization, Order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under any Stream Document or the consummation of the transactions contemplated herein and therein other than (i) those that have already been obtained and copies of which have been provided to the Purchasers’ Agent, including the TSX’s acceptance of the transactions contemplated herein that require TSX approval, and (ii) the filings required to be made prior to or following the Closing Date under the rules of the TSX.

(e)

Subsidiaries; Other Ventures. Schedule 4.1.5 to the Credit Agreement sets forth the true and complete list of all Subsidiaries of Pretium, including the type and number of issued and outstanding shares or other equity interests of each such Subsidiary and the Person in whose name such shares or equity interests are registered. No Person (other than Pretium or another Pretium Group Member) has any option, warrant, right (pre-emptive, contractual or otherwise) or other security or conversion privilege of any kind that is exercisable or convertible into, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire (whether or not subject to conditions) common shares or other equity interests of any Subsidiary of Pretium. No Pretium Group Member is engaged in any joint purchasing arrangement, joint venture, partnership or other joint enterprise with any other Person. No Person has a direct or indirect ownership interest in any Subsidiary of Pretium or the Project Real Property, other than Pretium, the Seller and 089.

(f)

Chief Executive Office and Other Locations. The principal place of business and chief executive office of each Pretium Group Member as of the date hereof is set out in Schedule 4.1.6 to the Credit Agreement. The minute books and material corporate records of each Pretium Group Member are located at its chief executive office, and the only other offices and/or locations (other than the Project Real Property) where it keeps any tangible Collateral (except for inventory which is in transit) having an aggregate fair market value in excess of $1,000,000 or conducts any of its business as of the date hereof are set forth in Schedule 4.1.6 to the Credit Agreement.

(g)	Residence for Tax Purposes. Each of the Seller, Pretium and 089 is a resident of Canada (and no other jurisdiction) for tax purposes.

(h)	Solvency. No Pretium Group Member is insolvent within the meaning of Applicable Law.

(i)

No Defaults; Material Contracts. No event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) has contravened, conflicted with or resulted in, or may contravene, conflict with or result in, a violation or breach of, or give a Pretium Group Member or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract, Material Project Authorization or Material Order to which it is a party or by which it or its properties and assets may be bound, and, to the knowledge of the Seller and Pretium, each other Person that is party thereto is in compliance in all material respects with the terms and requirements thereof. Without limiting the generality of the foregoing:

-2-

(i)

all Material Contracts as of the date hereof are set out in Schedule 1.1.83 to the Credit Agreement, and true and complete copies thereof have been made available to the Purchasers’ Agent;

(ii)

there are no material uncured breaches or defaults by any Pretium Group Member or, to the Seller’s or Pretium’s knowledge, by any counterparty thereto, under any Material Contract. All of the Material Contracts set out in Schedule 1.1.83 to the Credit Agreement have been entered into and are in full force and effect, unamended as of the date hereof (except pursuant to amendments identified in Schedule 1.1.83 to the Credit Agreement); and

(iii)

to the Seller’s or Pretium’s knowledge, neither any Pretium Group Member nor any counterparty thereto has grounds for rescission, avoidance or repudiation of any Material Contract and no Pretium Group Member has received notice from any counterparty to any Material Contract of any intention on the part of such counterparty to terminate any such Material Contract or repudiate or disclaim any transaction contemplated thereby.

(j)	Construction Contracts. The Construction Contracts are all of the material contracts related to the construction of the Project that have been entered into as of the date of the making of this representation and warranty.

(k)	Real Property. Schedules 1.1.120 to the Credit Agreement set out a complete and accurate list of the Project Real Property. The Seller and 089, subject to Permitted Encumbrances:

(i)

has valid and subsisting leasehold title to all leases of real property included within the Project Real Property; and

(ii)

is the recorded holder of all of the legal right, title and interest in the mineral claims and mining leases included in the Project Real Property and the Seller owns the entire beneficial interest in and to all of the mineral claims and mining leases included in the Project Real Property.

The Project Real Property is free and clear of all Encumbrances other than Permitted Encumbrances. Except as disclosed in Schedules 1.1.120 to the Credit Agreement, as of the date hereof, no Pretium Group Member holds any freehold, leasehold or other real property interests or rights (including licenses from landholders permitting the use of land, leases, rights of way, occupancy rights, surface rights and easements), which are required in connection with the development, construction and operation of the Project in accordance with the Mine Plan.

-3-

(l)	Other Collateral. The Pretium Group Members have good and valid title to, or leasehold interest in, all other Collateral that is not Project Real Property, free and clear of all Encumbrances other than Permitted Encumbrances.

(m)	Project Property. Without limiting the generality of paragraph (k):

(i)

all of the Project Property is owned by the Seller, Pretium or 089 and, other than pursuant to any Permitted Encumbrances, no Person other than the Seller, Pretium or 089 has any right, title or interest in or to the Project Property;

(ii)

the Project Real Property constitutes all real property interests, mineral claims, mineral leases and surface rights as are necessary for the development, construction and mining operations of the Project, as currently operated and as contemplated to be developed and operated, substantially in accordance with the Mine Plan;

(iii)

other than pursuant to the Franco-Nevada Royalty, ● this Agreement, the Offtake Agreement, any Permitted Encumbrance and Taxes Payable to any Governmental Body, none of the Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty; and

(iv)

other than pursuant to the Franco-Nevada Royalty, this Agreement, the Offtake Agreement, Permitted Encumbrances, ● and Applicable Laws, there are no restrictions on the ability of the Pretium Group Members to exploit the Project Real Property.

(n)

Maintenance of Project Property. All mineral claim maintenance fees, recording fees, Taxes and other amounts required to be paid, all other actions required to be taken and all other obligations required to be satisfied in order to maintain the Project Property in good standing as necessary to permit the development, construction and operation of the Project, substantially in accordance with the Mine Plan, have been paid, taken and satisfied in all material respects.

(o)

No Expropriation. Neither the Collateral, nor any material part thereof, has been taken or expropriated by any Governmental Body nor has any notice been given or proceeding commenced by a Governmental Body in respect thereof nor, to the knowledge of the Seller or Pretium, is there any intent or proposal to give any such notice or commence any such proceeding.

-4-

(p)

Insurance. The Collateral and the businesses and operations of the Pretium Group Members are insured with reputable insurance companies (not Affiliates of Pretium) in such amounts, with such deductibles and covering such risks as is consistent with insurance carried by reasonably prudent participants in similar businesses in similar locations, and such coverage is in full force and effect, and no Pretium Group Member has breached the terms and conditions of any policies in respect thereof nor failed to promptly give any notice or present any material claim thereunder. There are no material claims by any Pretium Group Member under any such policy as to which any insurer is denying liability or defending under a reservation of rights clause. To the knowledge of the Seller and Pretium, each of the Pretium Group Members will be able to (i) renew existing insurance coverage as and when such policies expire or (ii) obtain comparable insurance coverage from similar institutions as may be necessary or appropriate to conduct its business and at a commercially reasonable cost.

(q)

Material Project Authorizations. The Pretium Group Members have obtained or been issued all Material Project Authorizations required to the date hereof. Without limiting the foregoing, the Pretium Group Members have obtained or been issued all Project Authorizations other than such Authorizations and Other Rights (A) that on the date this representation and warranty is made are not necessary for the conduct of development activities for the Project, as such activities are currently being conducted, but that are expected to be obtained, in the ordinary course of business, by the time they are necessary for the conduct of development activities for the Project and the eventual commencement and ongoing commercial production from the Project, as applicable (collectively, “Future Authorizations”) or (B) the failure of which to be obtained would not reasonably be expected to adversely affect in any material respect the ability of the Pretium Group Members to develop and construct the Project or to realize the commencement and ongoing operation of commercial production (including commercial production transactions) therefrom substantially in accordance with the Mine Plan. Without limiting the foregoing:

(i)

all Material Project Authorizations which have been obtained or issued as of the date hereof are set out in Schedule 1.1.85 to the Credit Agreement, true and complete copies thereof have been made available to the Purchasers’ Agent, and, to the knowledge of the Seller and Pretium, no Pretium Group Member is in any material respect in breach or default of the terms and conditions thereof; all of such Material Project Authorizations are in good standing in all material respects, and no proceeding is pending or, to the knowledge of the Seller and Pretium, threatened in writing to revoke or limit in any material respect any such Material Project Authorization; and

(ii)

to the knowledge of the Seller and Pretium, there are no facts or circumstances that would reasonably be expected to prevent the issuance, renewal or obtaining of any Material Project Authorizations (whether obtained or issued or to be obtained or issued), subject to the discretion of Governmental Bodies with respect to the issuance of Future Authorizations.

-5-

(r)	Construction Budget. The expenses identified in the Construction Budget and Project Schedule represent Pretium’s and the Seller’s best estimate (based on assumptions reasonably made the time such estimate was prepared) of projected expenses and schedule for the period covered thereby.

(s)	Bank Accounts. The Seller has no other bank accounts other than as set out in Schedule 4.1.19 of the Credit Agreement.

(t)

Applicable Laws; Conduct of Operations. Pretium and its Subsidiaries, including in the conduct of operations at the Project, are and have been in compliance in all material respects with all Applicable Laws and, without limiting the generality of the foregoing, all exploration, development and mining operations in respect of the Project have been conducted in accordance with Good Industry Practice and all material workers’ compensation and health and safety regulations have been complied with. There are no pending or, to the knowledge of the Seller or Pretium, proposed changes to Applicable Laws that would render illegal or materially restrict the development and construction of the Project or the conduct of operations at the Project, or that could otherwise reasonably be expected to result in a Material Adverse Effect.

(u)	AML Legislation. Without limiting the generality of paragraph (t), the Pretium Group Members are in compliance with, and have not been charged under, AML Legislation.

(v)

Anti-Corruption and Sanctions. Without limiting the generality of paragraph (t), the Pretium Group Members and, to the knowledge of the Seller and Pretium, their respective directors, officers and employees are in compliance with, and have not been charged under, Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in any Pretium Group Member being designated as a Sanctioned Person or Sanctioned Entity. None of the Pretium Group Members or, to the knowledge of the Seller or Pretium, any of their respective directors, officers or employees, (i) has, in violation of Applicable Law, used, or authorized the use of, any funds of any Pretium Group Member for any contribution, gift, entertainment or other expenses relating to political activity, (ii) has, in violation of Applicable Law, made, or authorized the making of, any direct or indirect bribe, rebate, payoff, influence payment, kickback or other payment to any domestic or foreign government official or employee, or (iii) is a Sanctioned Person or a Sanctioned Entity. The transactions contemplated by this Agreement will not violate Anti-Corruption Laws or applicable Sanctions.

(w)	Environmental Compliance. Without limiting the generality of paragraph (t):

-6-

(i)

except as disclosed in Schedule 4.1.23 to the Credit Agreement, the Pretium Group Members, including without limitation the conduct of operations at the Project, have been and are in compliance in all material respects with all Environmental Laws;

(ii)

the Pretium Group Members have obtained all Material Project Authorizations required under Environmental Laws, other than Future Authorizations, which are necessary to construct, develop and operate the Project substantially in accordance with the Mine Plan;

(iii)

the Pretium Group Members have not used or permitted to be used, except in compliance in all material respects with all Environmental Laws, any of the Real Property to release, dispose, recycle, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance;

(iv)

there is no presence of any Hazardous Substance on, in or under any of the Real Property and no Hazardous Substances will be generated from any Pretium Group Member’s use of such Project Real Property (including without limitation as a result of the conduct of operations at the Project) except for any such presence or generation as will in all material respects be in compliance with all Environmental Laws;

(v)

none of the Pretium Group Members, nor any of the Real Property, is subject to any pending or, to the knowledge of the Seller or Pretium, threatened material:

(1)

claim, notice, complaint, allegation, investigation, application, order, requirement or directive that relates to matters covered by Environmental Law, and which may require or result in any work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures (and, to the knowledge of the Seller or Pretium, there is no basis for such a claim, notice, complaint, allegation, investigation, application, order, requirement or directive); or

(2)

allegation, demand, direction, Order, notice or prosecution with respect to any matter covered by Environmental Law applicable thereto including any laws respecting the use, storage, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance (including without limitation tailings, waste rock, sediment from erosion, wastewater and surface water run-off) from the Real Property and no Pretium Group Member has settled any allegation of non-compliance with Environmental Laws prior to prosecution;

-7-

(vi)

the Seller and Pretium have made available to the Purchasers’ Agent a true and complete copy of each material environmental audit, assessment, study or test of which it is aware relating to the Project, including any environmental and social impact assessment study reports;

(vii)

there are no material environmental liabilities in respect of the operations at the Project other than those identified in the Material Project Authorizations; and

(viii)

as of the date hereof, there are no pending or, to the knowledge of the Seller or Pretium, proposed (in writing) changes to Environmental Laws or environmental Authorizations referred to in paragraph (ii) above that would render illegal or materially restrict the conduct of operations at the Project, or that could otherwise reasonably be expected to result in a Material Adverse Effect.

(x)

●

(y)

Employee and Labour Matters. The Pretium Group Members are in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages; there is not currently any labour disruption or conflict involving any Pretium Group Member or directly affecting the Project. None of the Pretium Group Members is a party to a collective bargaining agreement.

(z)	Security. Pretium and its Subsidiaries have implemented security practices and procedures at the Project consistent with Good Industry Practice.

(aa)

Employee Benefit Plans. None of the Pretium Group Members is party to or liable for a defined benefit plan. No Employee Benefit Plan has any unfunded liabilities, determined in accordance with IFRS, that have not been fully accrued on the Financial Statements or that will not be fully offset by insurance. All Employee Benefit Plans are registered where required by, and are in good standing under, all Applicable Laws. For purposes of this paragraph (aa), “Employee Benefit Plan” means any employee benefit plan, program, policy or arrangement sponsored, maintained or contributed to by any Pretium Group Member or any of its Affiliates or with respect to which any Pretium Group Member or any of its Affiliates has any liability or obligation.

(bb)

Taxes.

(i)

Except for any such Taxes, assessments and reassessments which a Pretium Group Member is contesting in good faith and in respect of which adequate reserves have been established in accordance with IFRS:

(1)

all Taxes due and payable by the Pretium Group Members (whether or not shown due on any Tax Returns and whether or not assessed (or reassessed) by the appropriate Governmental Body) have been timely paid when due; and

-8-

(2)

all assessments and reassessments received by any Pretium Group Member in respect of Taxes have been paid when due.

(ii)

All Tax Returns required by Applicable Law to be filed by or with respect to any Pretium Group Member have been properly prepared and timely filed when due and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct in all material respects, and no material fact or facts have been omitted therefrom which would make any such Tax Returns misleading in any material respect.

(iii)

Adequate provision has been made by Pretium in the Financial Statements for all Taxes for any period for which Tax Returns are not yet required to be filed, or for which Taxes are not yet due or payable, up to the date of the most recent financial statements contained in the Public Disclosure Documents.

(iv)

Since the date of the most recent financial statements contained in the Public Disclosure Documents, no Pretium Group Member has incurred any material liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material liability, whether actual or contingent, for Taxes, other than in the ordinary course of business.

(v)

Except as disclosed in Schedule 4.1.28(e) to the Credit Agreement, no audit or other proceeding by any Governmental Body is pending or, to the knowledge of the Seller or Pretium, threatened (in writing) with respect to any Taxes due from or with respect any Pretium Group Member, and no Governmental Body has given written notice of any intention to assert any material deficiency or material claim for additional Taxes against any Pretium Group Member. There are no matters under audit or appeal or in dispute with any Governmental Body relating to Taxes.

(vi)

No Governmental Body of a jurisdiction in which a Pretium Group Member does not file Tax Returns has made any written claim that any Pretium Group Member is or may be subject to taxation by such jurisdiction. To the knowledge of the Seller or Pretium, there is no basis for a claim that any Pretium Group Member is subject to Tax in a jurisdiction in which such Pretium Group Member does not file Tax Returns.

(vii)

There are no outstanding agreements, waivers, objections or arrangements extending the statutory period of limitations applicable to any claim for Taxes due from or with respect to any Pretium Group Member for any taxable period, nor has any such agreement, waiver, objection or arrangement been requested. Other than the requirement to renounce “Canadian exploration expenses”, no Pretium Group Member is bound by any tax sharing, allocation or indemnification or similar agreement.

-9-

(viii)

The Pretium Group Members have withheld or collected any Taxes that are required by Applicable Law to be withheld or collected and have paid or remitted, on a timely basis, the full amount of any Taxes that have been withheld or collected, and are due, to the applicable Governmental Body.

(cc)

Intellectual Property. Each of the Pretium Group Members owns, licenses or otherwise has the right to use all material licenses, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto (other than any intellectual property the absence of which or any such infringement upon or conflict with respect to which would not have a material impact on the Pretium Group Members’ ability to develop, construct or operate the Project and carry on the Business). No claim or litigation regarding any of the foregoing is pending or, to the Seller’s or Pretium’s knowledge, threatened.

(dd)

Books and Records. The minute books and corporate records of each Pretium Group Member are up-to-date in all material respects and contain all minutes of all meetings and all resolutions of the shareholders or directors (or any committee thereof), as applicable, of the relevant Pretium Group Member.

(ee)	Financial Statements.

(i)

The Financial Statements have been prepared in accordance with IFRS applied on a consistent basis and complied, as of their date of filing, with the applicable published rules and regulations of any stock exchange on which Pretium’s securities are listed and Securities Laws, and the Financial Statements present fairly, in all material respects, the financial condition of Pretium and its Subsidiaries, on a consolidated basis, as at the date specified therein and for the period then ended. Pretium does not intend to correct or restate, nor, to the knowledge of Pretium, is there any basis for any correction or restatement of, any aspect of the Financial Statements.

(ii)

There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Pretium or any of its Subsidiaries with unconsolidated entities or other Persons.

(iii)

PricewaterhouseCoopers LLP has been the auditor of Pretium since its inception and is “independent” as required under Securities Laws. There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators) with the present or any former auditor of Pretium.

-10-

(iv)

Pretium is in compliance with National Instrument 52-109Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators.

(ff)

Absence of Change. Except as disclosed in the Public Disclosure Documents as of the date hereof or as permitted by this Agreement after the date hereof, since December 31, 2014, there has been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

(gg)

Related Party Transactions. Except as disclosed in the Public Disclosure Documents as of the date hereof or as permitted by this Agreement after the date hereof, no Pretium Group Member has: (i) made any payment or loan to, or borrowed any moneys from or otherwise been indebted to, any Related Party thereof; or (ii) except as disclosed in Schedule 4.1.33 to the Credit Agreement, been a party to any Contract with any Related Party thereof, other than independent contractor or indemnification agreements entered into with officers or directors of such Pretium Group Member. Any transactions between a Pretium Group Member and a Related Party have been completed on reasonable commercial terms that, considered as a whole, are not in any material respect less advantageous to such Pretium Group Member, as the case may be, than if the transaction was with a Person dealing at arm’s length with such Pretium Group Member, as the case may be.

(hh)	No Liabilities. No Pretium Group Member has any material liabilities, contingent or otherwise, other than those reflected in the Financial Statements or after the date hereof as otherwise permitted pursuant to the Stream Documents.

(ii)	Litigation. Other than as set forth in Schedule 4.1.35 to the Credit Agreement:

(i)

there are no material Orders which remain unsatisfied against any Pretium Group Member or material consent decrees or injunctions to which any Pretium Group Member is subject; and

(ii)

there are no material investigations, actions, suits or proceedings at law or in equity by or before any Governmental Body which are pending or, to the knowledge of the Seller or Pretium, threatened in writing against any Pretium Group Member (or any of its properties or assets) or otherwise having a material impact on the ability of the Pretium Group Members to develop, construct or operate the Project and, to the knowledge of the Seller or Pretium, there is no ground on which any such action, suit or proceeding might be commenced.

-11-

(jj)	Debt Instruments. No Pretium Group Member has any Debt other than the Stream Obligations and Debt permitted under this Agreement.

(kk)	No Subordination. There is no Contract to which a Pretium Group Member is a party or by which it or any of its properties or assets may be bound that requires the subordination in right of payment of any of the Stream Obligations to any other obligation of it.

(ll)	Regulatory Compliance.

(ii)

Pretium is a “reporting issuer” (or the equivalent) in each of the provinces and territories in Canada (other than Quebec) and the State of New York and is not included on a list of defaulting reporting issuers maintained by the Securities Regulators. Pretium has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer, and has not received any notification from a Securities Regulator seeking to revoke Pretium’s reporting issuer status.

(iii)

All material filings and fees required to be made and paid by Pretium pursuant to Securities Laws have been made and paid when due.

(iv)

Since December 31, 2014, as of their respective filing dates, each of the Public Disclosure Documents complied with the requirements of applicable Securities Laws in all material respects and none of the Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading in any material respect. There is no material change (as defined in the Securities Act (British Columbia)) as of the date hereof relating to Pretium which has occurred and with respect to which the requisite material change report has not been filed with Canadian Securities Regulators and made publicly available on SEDAR. Pretium has not filed any confidential material change report or other confidential report with any Securities Regulator or other Governmental Body which at the date hereof remains confidential.

(mm)

Technical Disclosure. The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves and technical reports disclosed in the Public Disclosure Documents for the Project have been prepared and disclosed in accordance with Applicable Law. Pretium is in compliance, in all material respects, with the requirements prescribed by National Instrument 43-101 (as in effect on the date of publication of the relevant report or information). The mineral resources or mineral reserves (or any other material aspect of any technical reports) as disclosed in the Public Disclosure Documents were not, at the date of disclosure, inaccurate in any material respect. At the date hereof, there are no outstanding unresolved comments of the TSX, the NYSE or any Securities Regulator in respect of the technical disclosure made in the Public Disclosure Documents. To the knowledge of Pretium, there has been no material reduction in the aggregate amount of estimated mineral resources and reserves for the Project from the amounts last disclosed publicly by Pretium in the Public Disclosure Documents.

-12-

(nn)	No Default. No Event of Default has occurred and is continuing under any Stream Document.

(oo)

Disclosure. To the Knowledge of Pretium and the Seller, all information which has been prepared by or at the direction of Pretium relating to Pretium or its Subsidiaries and the Project and disclosed in writing to the Purchasers’ Agent is, as of the date such information was provided, true and correct in all material respects, taken as a whole and in light of the circumstances in which such disclosure is made, and no fact or facts have been omitted therefrom which would make such information materially misleading when taken as a whole and in light of the circumstances in which such disclosure is made. All forecasts, projections and budgets which have been prepared by or on behalf of Pretium relating to Pretium or its Subsidiaries and delivered to the Purchasers’ Agent represent Pretium’s reasonable estimates and assumptions as to future performance, which Pretium believes to be fair and reasonable as of the time made in the light of current and reasonably foreseeable business conditions. To the knowledge of Pretium and the Seller, there is no matter, thing, information, fact, data or interpretation thereof relative to Pretium or its Subsidiaries or the Project or which could reasonably be expected to have a Material Adverse Effect that has not been disclosed to the Purchasers’ Agent.

(pp)	No Finders. No Pretium Group Member is party to any Contract that would give rise to a valid claim against the Purchaser for a brokerage commission, finder’s fee or like payment in connection with the transactions contemplated by this Agreement.

-13-

SCHEDULE H

Representations and Warranties of the Purchasers

(a)

Organization and Powers. It (i) has been duly incorporated or formed and is validly existing under the laws of its incorporation or formation, as applicable; (ii) has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to own and lease its property and assets and to carry on its business; and (iii) has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to enter into each of the Stream Documents to which it is or will become a party, and to perform its obligations thereunder.

(b)

Authorization; No Conflict. The execution and delivery by it of the Stream Documents to which it is a party, and the performance by it of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other action on its part and do not and will not: (i) contravene any provision of its constating documents or any resolution of its shareholders, partners or directors (or any committee thereof); (ii) conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving of notice or lapse of time or both), any contract material to it; or (iii) violate any Applicable Law.

(c)

Execution; Binding Obligation. Each Stream Document to which it is or will become a party: (i) has been, or when delivered under or in connection with this Agreement will be, duly executed and delivered by it; and (ii) constitutes, or when delivered under or in connection with this Agreement will constitute, a legal, valid and binding agreement of it, enforceable against it in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction.

(d)

Consents. It is not required to give any notice to, make any filing with or obtain any Authorization, Order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under any Stream Document or the consummation of the transactions contemplated herein and therein.

(e)	No Finders. It is not party to any Contract that would give rise to a valid claim against any Pretium Group Member for a brokerage commission, finder’s fee or like payment in connection with the transactions contemplated by this Agreement.

-1-

EXHIBIT 99.2

EXECUTION VERSION

OFFTAKE AGREEMENT

Between

PRETIUM EXPLORATION INC.

- and -

PRETIUM RESOURCES INC.

- and -

0890696 B.C. LTD

- and -

EACH OF THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO

- and -

ORION CO-INVESTMENTS II (STREAM) LIMITED, BTO MIDAS L.P. AND EACH OF THE

OTHER PURCHASERS FROM TIME TO TIME PARTY HERETO

September 15, 2015

TABLE OF CONTENTS

			Page

1.	DEFINITIONS AND INTERPRETATION		2

	1.1	Defined Terms	2

	1.2	Certain Rules of Interpretation	9

	1.3	Measurements	10

	1.4	Currency and Manner of Payment	10

	1.5	Time of Essence	10

2.	PURCHASE, SALE AND DELIVERY		11

	2.1	Purchase and Sale of Refined Gold	11

	2.2	Product Specifications	11

	2.3	Delivery Obligations	11

	2.4	Passing of Title	12

	2.5	Documentation	12

	2.6	Reduction Election	13

3.	PRICING AND PAYMENT		14

	3.1	Provisional Payment	14

	3.2	Final Payment	14

	3.3	Replacement Pricing	15

4.	TAXES, TARIFFS AND DUTIES		15

5.	TERM AND TERMINATION		17

	5.1	Term	17

	5.2	Purchasers’ Right to Terminate	17

	5.3	Seller’s Right to Terminate	17

	5.4	Effect of Termination	18

6.	REPORTING; BOOKS AND RECORDS; INSPECTIONS		18

	6.1	Production Start Date and Annual Forecasts	18

	6.2	Operations Reports	18

	6.3	Other Notices	18

	6.4	Books and Records; Audits	19

	6.5	Inspections	19

7.	MANAGEMENT OF OPERATIONS		19

	7.1	Performance of Mining Operations	19

	7.2	Processing and Sale of Minerals	20

	7.3	Commingling	21

	7.4	Stockpiling off Property	21

-i-

	7.5	Insurance	22

	7.6	Authorizations	22

8.	REPRESENTATIONS AND WARRANTIES		22

	8.1	Representations and Warranties of the Purchaser	22

	8.2	Representations and Warranties of the Pretium Group Entities	23

9.	INDEMNIFICATION		24

10.	GUARANTEED OBLIGATIONS		25

	10.1	Guarantee	25

	10.2	Transfers of Guarantor Obligations	27

11.	TRANSFER RIGHTS		27

	11.1	Transfer Rights of Purchasers	27

	11.2	Transfer Rights of Seller	27

12.	THE PURCHASERS AND THE PURCHASERS’ AGENT		28

	12.1	Decision-Making	28

	12.2	Purchasers’ Obligations Several; No Partnership	28

	12.3	Purchasers’ Agent	29

	12.4	Sharing of Information	29

	12.5	Amendments to this Article	29

	12.6	Number of Purchasers	30

13.	GOVERNING LAW AND ATTORNMENT		30

14.	DISPUTES AND ARBITRATION		30

15.	CONFIDENTIALITY AND DISCLOSURES		31

	15.1	Confidentiality	31

	15.2	Press Releases and Public Disclosure	32

16.	NOTICES		33

17.	MISCELLANEOUS		34

	17.1	Further Assurances	34

	17.2	No Partnership or Joint Venture	34

	17.3	Severability	34

	17.4	Entire Agreement	34

	17.5	Amendments	35

	17.6	Waivers	35

	17.7	Specific Performance	35

	17.8	Benefit of Agreement	35

-ii-


	17.9	Costs and Expenses	35

	17.10	Execution in Counterparts	35

SCHEDULES

SCHEDULE A – DESCRIPTION OF PROJECT REAL PROPERTY

SCHEDULE B – PURCHASERS

-iii-

OFFTAKE AGREEMENT

THIS AGREEMENT is made as of the 15th day of September, 2015. BETWEEN:

PRETIUM EXPLORATION INC., a corporation existing under the laws of British Columbia (the “Seller”)

- and -

PRETIUM RESOURCES INC., a corporation existing under the laws of British Columbia (“Pretium”)

- and -

0890696 B.C. LTD., a corporation existing under the laws of British Columbia (“0890696” and collectively with Pretium, the “Guarantors”)

- and -

EACH OF THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO

- and -

ORION CO-INVESTMENTS II (STREAM) LIMITED, BTO MIDAS L.P. AND EACH OF THE OTHER PURCHASERS FROM TIME TO TIME PARTY HERETO

- and -

ORION CO-INVESTMENTS II (STREAM) LIMITED, An exempted company formed under the laws of Bermuda, in its capacity as the Purchasers’ Agent.

WHEREAS:

(A)	The Seller, a wholly-owned Subsidiary of Pretium, has the right to develop, operate and mine 100% of the Project.

(B)	The Seller has agreed to sell to the Purchasers, and the Purchasers have agreed to purchase from the Seller, Refined Gold (up to the Aggregate Gold Quantity) processed from the Minerals, on and subject to the terms and conditions of this Agreement.

(C)	The Guarantors have agreed to guarantee the performance of the Seller’s obligations under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

-1-

1. DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

For the purposes of this Agreement (including the recitals hereto and the Schedules), unless the context otherwise requires, the following terms shall have the respective meanings given to them, as set out below, and grammatical variations of such terms shall have corresponding meanings:

“Aggregate Gold Quantity” means (i) 7,067,000 ounces of Refined Gold less the ounces of Refined Gold Delivered pursuant to the Stream Agreement, or (ii) in the case of an adjustment in accordance with Section 2.6, the Aggregate Gold Quantity determined in accordance with Section 2.6.

“Agreement” means this Offtake Agreement and all attached schedules, in each case as the same may be amended, restated, supplemented, modified or superseded from time to time in accordance with the terms hereof.

“Annual Forecast Report” means a written report in relation to a fiscal year with respect to the Project, to be prepared by or on behalf of the Seller, including with reasonable detail:

(i)

the mineral reserves and mineral resources (by category), determined in accordance with National Instrument 43-101 (with the assumptions used, including cut-off grade, metal prices and metal recoveries), as of the end of such year; and

(ii)

a forecast, based on the then current Mine Plan, for such fiscal year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis of:

(A)

the tonnes and estimated grade of Minerals to be mined; and

(B)

the tonnes and grade of Minerals to be processed, and expected recoveries for gold and other types of marketable Minerals.

“Anti-Corruption Policy” means the anti-bribery and anti-corruption policy of the Pretium Group Entities adopted by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with the Credit Agreement, a copy of which has been provided to the Purchasers prior to the date hereof.

“Applicable Law” means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent decree or administrative Order), or Authorization of a Governmental Body in each case to the extent applicable to and legally binding upon or having the force of law over any specified Person, property, transaction or event, or any of such Person’s property or assets.

-2-

“Applicable Percentage” means (i) a percentage equal to 100% minus the Applicable Stream Percentage, if any, from time to time; or (ii) following an adjustment in accordance with Section 2.6, the Applicable Percentage determined in accordance with Section 2.6.

“Applicable Stream Percentage” means, following the Delivery Start Date (as defined in the Stream Agreement) and until the Stream Agreement is terminated in accordance with its terms, the Designated Metal Percentage (as defined in the Stream Agreement) for Refined Gold, and in all other cases, nil.

“Associate” has the meaning ascribed to such term in the Securities Act (Ontario), as in effect on the date of this Agreement.

“Business” means the business of the Pretium Group Entities, taken as a whole, as described in the Public Disclosure Documents, including, without limitation, the development, construction, and operation of, and extraction of mineral resources from, the Project.

“Business Day” means any day, other than: (a) a Saturday, Sunday or statutory holiday in all or any of Vancouver, British Columbia, New York City, New York, Hamilton, Bermuda or London, England or (b) a day on which banks are generally closed in all or any of those cities.

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Agreement” means the credit agreement dated the date hereof between the lenders thereto and Pretium, as borrower.

“Delivery” means delivery of Refined Gold, and transfer of possession and title in respect thereof, from the Seller to the Purchasers, or the Purchaser's Agent pursuant to Section 12.6, as applicable, in the manner provided for in this Agreement, and “Deliver” and “Delivered” have corresponding meanings.

“Delivery Date” has the meaning set out in Section 2.3(a).

“Delivery Time” has the meaning set out in Section 2.3(a).

“Encumbrance” means, with respect to any Person, any mortgage, debenture, pledge, hypothec, lien, charge, contractual right of set-off, assignment by way of security, hypothecation or security interest, including a purchase money security interest, in respect of any such Person’s property, or any consignment by way of security or the interest of the lessor under any lease constituting a Capital Lease Obligation or any other security agreement, trust or arrangement having the effect of creating an interest in any property of such Person as security for the payment of any debt, liability or obligation, and “Encumbrances”, “Encumbrancer” and “Encumbered” shall have corresponding meanings.

-3-

“Gold Market Price” has the meaning set out in Section 3.2(a).

“Gold Purchase Price” has the meaning set out in Section 3.2(a).

“Good Delivery Specifications” means the specifications for good delivery of gold bars under the “Good Delivery Rules” published by the LBMA from time to time, or such other specifications as agreed to by the Seller and the Purchaser pursuant to Section 2.2(b).

“Good Industry Practice” means, in relation to any specified decision or undertaking, the exercise of a degree of diligence, skill, care and prudence and which would reasonably be expected to be observed by experienced professionals in the Canadian mining industry engaged in the same type of undertaking under the same or similar circumstances.

“Governmental Body” means the government of Canada or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, arbitrator or arbitrators, tribunal, central bank or other entity exercising executive, legislative, judicial or arbitral, taxing, regulatory or administrative powers or functions (including any applicable stock exchange).

“Guaranteed Obligations” has the meaning set out in Section 10.1(a).

“Guarantors” means, collectively, Pretium, 0890696 B.C. Ltd. and any other Person (now or hereafter formed or acquired) that holds or acquires directly or indirectly any interest in the Seller or the Project Property, provided that if any such Person transfers or otherwise ceases to hold any direct or indirect interest in the Seller or the Project Property, it will cease to be a Guarantor for the purpose of this Agreement, and “Guarantor” means any one of them, as the context may require.

“IFRS” means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

“Insolvency Event” means any of the following:

(i)

a Party suffers or consents to or applies for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or is generally unable to or fails to pay its debts as they become due, or makes a general assignment for the benefit of creditors;

(ii)

a Party files a voluntary petition in bankruptcy, or seeks to effect a plan or other arrangement with creditors or any other relief under any Bankruptcy Code, or under any Applicable Law granting similar relief to debtors, whether now or hereafter in effect;

(iii)

any involuntary petition or proceeding pursuant to any Bankruptcy Code or any other Applicable Law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against a Party and is not dismissed, stayed or vacated within 30 days thereafter, or such Party files an answer admitting the jurisdiction of the court and the material allegations of the involuntary petition;

-4-

(iv)

a Party is adjudicated bankrupt, or an order for relief is entered by any court of competent jurisdiction under any Bankruptcy Code or any other Applicable Law relating to bankruptcy, reorganization or other relief for debtors;

(v)

a Party suffers the enforcement of security interests over all or substantially all of its assets (which in the case of the Seller or any Pretium Group Entity includes the Project Property);

(vi)

a Party liquidates, winds up or dissolves (or suffers any liquidation, wind-up or dissolution); or

(vii)

a Party takes any action authorizing or in furtherance of any of the foregoing.

For the purposes of this definition, “Bankruptcy Code” means any of the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada) or any similar legislation, each as amended or recodified from time to time, including any rules or regulations promulgated thereunder.

“LBMA” means the London Bullion Market Association.

“Majority Purchaser” means, at any time, one or more Purchasers holding in the aggregate a Purchaser’s Share greater than 662/3% or as otherwise agreed to by each of the Purchasers.

“Material Adverse Effect” means a material adverse change to or effect on:

(viii)

the Business or the capitalization, assets, liabilities, operations or condition (financial or otherwise) of the Pretium Group Entities, taken as a whole; or

(ix)

the ability of the Pretium Group Entities, taken as a whole, to develop, construct or operate the Project, or on the economic viability of the Project, substantially as contemplated by the Mine Plan (as in effect at the time of such material adverse change or effect; or

(x)

the ability of any Pretium Group Entities to perform its obligations under this Agreement,

provided, in each case, that it shall not include any event, change or effect resulting exclusively from (x) the announcement of the execution of this Agreement, the Subscription Agreements, the Stream Agreement or the Credit Agreement; (y) any change in the price of the publicly listed stock of Pretium; or (z) any change in gold prices (it being understood that the underlying effects, events, facts or occurrences giving rise to any of (x), (y) or (z) that are not otherwise excluded by this proviso may be determined to constitute, or give rise to, a Material Adverse Effect), and provided further that it shall not include putting the Project into care and maintenance after the Commercial Production Date (as such term is defined in the Credit Agreement) solely as a result of any change in gold and silver prices.

“Mine Plan” means ●.

-5-

“Monthly Production Report” means a written report in relation to a calendar month with respect to the Project, to be prepared by or on behalf of the Seller for each month, which contains:

(xi)

the tonnes and estimated grade of Minerals mined during such month;

(xii)

the tonnes and estimated grade of Minerals stockpiled during such month (and the total stockpile at the end of such month);

(xiii)

the tonnes and estimated grade of Minerals processed during such month and recoveries for gold and other types of marketable minerals;

(xiv)

the number of ounces of gold Outturned by the Refinery during such month;

(xv)

the estimated number of ounces of gold contained in Minerals processed as of the end of such month that have not yet been delivered to or Outturned by the Refinery; and

(xvi)

the aggregate number of ounces of Refined Gold delivered to the Purchasers under this Agreement and delivered pursuant to the Stream Agreement up to the end of such month.

“National Instrument 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (or any successor instrument, rule or policy).

“Non-Committed Products” means, collectively, Refined Gold and Refined Silver (as defined in the Stream Agreement) which are sold, transferred or otherwise disposed of in the ordinary course of business, provided such sales or transfers are done in compliance with this Agreement and are in excess of the Refined Gold and Refined Silver (as defined in the Stream Agreement) required to be delivered in compliance with the Stream Agreement or this Agreement from time to time, and in any event provided further that, prior to the applicable Delivery Start Date (as defined in the Stream Agreement), the Seller will not sell, transfer or otherwise dispose of more than 3,533,500 ounces of Refined Gold and 13,148,500 ounces of Refined Silver (as defined in the Stream Agreement).

“Other Minerals” means minerals that are not Minerals.

“Other Rights” means all material licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions or franchises held by the a Pretium Group Entity and issued or obtained from or which are required to be issued by or obtained from any Person not a Related Party to any Pretium Group Entity (other than a Governmental Body) and which are required for the construction, development and operation of the Project, substantially in accordance with the Mine Plan as then in effect.

-6-

“Outturn” means (i) an outturn of Refined Gold from a Refinery, or (ii) in the case of a sale of gold-silver bearing concentrate to a Smelter pursuant to a Sales Contract, the receipt by the Seller or its Affiliates of Refined Gold, whether provisional or otherwise, or the receipt by the Seller or its Affiliates of a final cash payment pursuant to the Sales Contract, in each case, processed from Minerals.

“Parties” means the parties to this Agreement and “Party” means any one of the Parties.

“Payment Adjustment Date” means ●.

“Pool Accounts” means such metal account as each Purchaser may notify to the Seller from time to time.

“Pretium Group Entities” means, collectively, the Seller and the Guarantors.

“Production Start Date” has the meaning set out in Section 6.1(a).

“Project” means the Brucejack Project located approximately 65 kilometers north-northwest of Stewart, British Columbia, as described in the Technical Report, and including the mining, exploration and development operations thereon, and the mines, infrastructure, processing facilities constructed or used therein.

“Project Property” means all of the property, assets, undertaking and rights of the Pretium Group Entities in and relating to the Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and mineral interests, and specifically including, but not limited to: (i) the Project Real Property; (ii) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property; (iii) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (iv) all books and records of the Pretium Group Entities related to any of the foregoing.

“Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, mineral claims and interests, and all surface access rights held by any of the Pretium Group Entities relating to the Project (which as of the date hereof, are as set forth in Schedule A), and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, mineral claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Pretium Group Entity at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.

“Provisional Payment Amount” has the meaning given to it in Section 3.1.

“Provisional Payment Date” has the meaning given to it in Section 3.1.

-7-

“Purchaser’s Share” means, at any time, in respect of each Purchaser, the percentage set forth next to each Purchaser in Schedule B, as may be updated from time to time in accordance with this Agreement.

“Purchasers” means the Purchasers party hereto from time to time as set forth in Schedule B, as may be updated from time to time in accordance with this Agreement and “Purchaser” means any one of them, as the context so requires.

[omitted a pricing related definition]

“Related Party” means, with respect to any Person (the “first named Person”), any Person that does not deal at arm’s length (as such term is defined in the Income Tax Act (Canada)) with the first named Person or is an Associate of the first named Person and, in the case of any Pretium Group Entity includes: (i) any director, officer, employee or Associate of Pretium or any of its Affiliates, (ii) any Person that does not deal at arm’s length (as such term is defined in the Income Tax Act (Canada)) with Pretium or any of its Affiliates, and (iii) any Person that does not deal at arm’s length (as such term is defined in the Income Tax Act (Canada)) with, or is an Associate of, a director, officer, employee or Associate of Pretium or any of its Affiliates.

“Remaining Contained Gold” has the meaning given to it in Section 2.6(d).

“Refinery” means any smelter or refinery that is recognized by the LBMA at the relevant time as producing gold bars meeting the Good Delivery Specifications chosen by the Seller from time to time, provided that the Seller has given the Purchasers at least 10 Business Days’ written notice of such choice.

“Sales Contract” means an agreement with a Smelter for the sale of gold-silver bearing concentrate to such Smelter in exchange for payment to the Seller or its Affiliates of cash proceeds or Refined Gold.

“SEDAR” means the System for Electronic Document Analysis and Retrieval operated by the Canadian Securities Administrators.

-8-

“Stream Agreement” means the Stream Agreement dated the date hereof between, among others, Pretium, the Seller and the purchasers from time to time party thereto.

“Subscription Agreements” means the subscription agreements dated the date hereof between Pretium and Orion Co-Investments II (ED) Limited and BTO Midas L.P. pursuant to which Pretium agreed to issue, and Orion Co-Investments II (ED) Limited and BTO Midas L.P. agreed to subscribe for, the number of common shares of Pretium set forth therein.

“Subsidiary” means with respect to any Person, any other Person which is controlled directly or indirectly by that Person.

“Technical Report” means the technical report titled “Feasibility Study and Technical Report Update on the Brucejack Project, Stewart, BC” dated June 19, 2014 and prepared for the Company by Tetra Tech and co-authored by Snowden Mining Industry Consultants Inc., AMC Mining Consultants (Canada) Ltd., ERM Rescan, BGC Engineering Inc., Alpine Solutions Avalanche Services and Valard Construction.

“Term” means the period of time during which this Agreement is in effect as described in Section 5.1.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:

(a)

the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(b)

references to a “clause”, “Section” or “Schedule” followed by a number or letter refer to the specified clause or Section of or Schedule to this Agreement;

(c)

references to a Party in this Agreement mean the Party or its successors or permitted assigns;

-9-

(d)

for the purposes of Sections 14, 15 and 16, the Pretium Group Entities shall treated as a single Party;

(e)

the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(f)

words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders;

(g)

the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”;

(h)

unless specified otherwise, in this Agreement a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 pm (Vancouver time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 pm (Vancouver time) on the next Business Day;

(i)

whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day;

(j)

references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement; and

(k)

references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to.

1.3 Measurements

References to “ounce” or “oz” mean a troy ounce (being equal to 31.1034768 grams).

1.4 Currency and Manner of Payment

All references in this Agreement to currency or to “$”, unless otherwise expressly indicated, shall be to United States dollars. All payments made by the Parties to each other under this Agreement shall be made in such currency in immediately available funds by means of electronic transfer to the account designated by the recipient Party in writing from time to time.

1.5 Time of Essence

Time shall be of the essence of this Agreement.

-10-

2. PURCHASE, SALE AND DELIVERY

2.1 Purchase and Sale of Refined Gold

(a)

Subject to and in accordance with the terms and conditions of this Agreement, the Seller hereby agrees to sell to each Purchaser, and each Purchaser hereby agrees to purchase from the Seller, in respect of each Outturn, the Purchaser’s Share of the Applicable Percentage of Refined Gold, free and clear of all Encumbrances, until the Aggregate Gold Quantity has been Delivered to the Purchasers under this Agreement.

(b)

Subject to Section 2.1(c) below, the amount of Refined Gold to be delivered by the Seller to the Purchasers under this Agreement shall be measured by the amount of Refined Gold credited to the Seller in each Outturn.

(c)

In the case of the sale of gold-silver bearing concentrate to a Smelter for cash, the number of ounces of Refined Gold to be delivered to the Purchasers will be equal to the number of ounces of payable gold contained in each shipment delivered to a Smelter, determined in accordance with the applicable Sales Contract.

(d)

For greater certainty, the Purchasers shall not be responsible for any processing, refining, treatment or other charges, penalties, insurance, deductions, transportation, settlement, financing, price participation charges or other charges, penalties, deductions, set-offs, Taxes or expenses pertaining to and/or in respect of the Refined Gold purchased by them hereunder, all of which shall be for the account of the Seller.

2.2 Product Specifications

(a)

The Refined Gold to be purchased by and delivered to the Purchasers hereunder shall conform in all respects with the Good Delivery Specifications and the Purchasers shall not be required to purchase any Refined Gold that does not meet such specifications.

(b)

If the LBMA ceases to exist or ceases to publish rules for the good delivery of gold or such rules should no longer be internationally recognized as the basis for good delivery of gold, upon the request of either of them, the Seller and the Purchasers’ Agent shall promptly meet to agree on a new basis for determining good delivery of Refined Gold under this Agreement. Until a replacement set of rules is mutually agreed by the Seller and the Purchasers’ Agent, deliveries of Refined Gold by the Seller to the Purchasers under this Agreement shall conform to the last set of rules for good delivery in effect under this Agreement immediately prior to the time such rules ceased to be published or recognized.

2.3 Delivery Obligations

(a)

The Seller shall sell and deliver the Refined Gold referred to in Section 2.1 to the Purchasers by credit to their respective Pool Accounts (or as otherwise directed by each Purchaser) as provided in Sections 2.3(b) or 2.3(c), as the case may be. Delivery of the Refined Gold by the Seller to the Purchasers shall be deemed to have been made at the time and on the date such Refined Gold is credited to their respective Pool Accounts (the “Delivery Time” on the “Delivery Date”).

-11-

(b)

Subject to Section 2.3(c) below, the Seller shall direct the Refinery or Smelter, as the case may be, to deliver the Refined Gold referred to in Section 2.1 directly to the Purchasers by credit to their respective Pool Accounts after each Outturn in accordance with Section 2.3(a).

(c)

In the case of a sale of gold-silver bearing concentrate to a Smelter for cash, the Seller shall deliver the Refined Gold referred to in Section 2.1 to the Purchasers by credit to their respective Pool Accounts on the second Business Day following each applicable Outturn.

(d)

The Seller shall ensure that all contractual or other arrangements entered into with the Refinery or Smelter, as the case may be, shall contain provisions implementing the terms and conditions of delivery of the Refined Gold to the Purchasers set forth in this Section 2.3 and shall procure the written undertaking of the Refinery or Smelter, as the case may be, contractually binding the Refinery to performance in accordance with this Sections 2.3 in form and substance acceptable to the Purchasers’ Agent. The Seller shall promptly notify the Purchasers in writing of any dispute with the Refinery or Smelter, as the case may be, in respect of a material matter arising out of or in connection with the processing of Minerals into Refined Gold and shall provide the Purchasers with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may be. The Seller acknowledges its primary obligation to deliver the Refined Gold to the Purchasers pursuant to this Agreement and that no undertaking by the Refinery or Smelter shall relieve the Seller of that obligation.

(e)

All costs and expenses pertaining to each delivery of Refined Gold to the Purchasers shall be borne by the Seller.

2.4 Passing of Title

Title to and risk of loss of or damage to Refined Gold shall pass from the Seller to the Purchasers upon Delivery of such Refined Gold. The Seller represents and warrants to and covenants with each Purchaser that, at each Delivery Time:

(a)

it will be the sole legal and beneficial owner of the Refined Gold credited to the Pool Accounts;

(b)

it will have good, valid and marketable title to such Refined Gold; and

(c)

such Refined Gold will be free and clear of all Encumbrances.

2.5 Documentation

(a)

Promptly, and in any event no later than 24 hours, after each shipment of Minerals by the Seller to the Refinery or Smelter, the Seller shall send the Purchasers, initially by email (at logistics@orionresourcepartners.com and Khaira@blackstone.com or such other email address(es) designated by any Purchaser in writing from time to time) notice of such shipment, including the date of shipment and the weight and fineness (if estimated) of the gold bars as shipped, or in the case of a shipment to a Smelter under a Sales Contract, the provisional weight, moisture content and assays of the gold-silver bearing concentrate as shipped.

-12-

(b)

Promptly, and in any event no later than 24 hours, after receipt thereof by the Seller, the Seller shall send the Purchasers, by email (at logistics@orionresourcepartners.com and Khaira@blackstone.com or such other email address(es) designated by any Purchaser in writing from time to time), a copy or notice of, as applicable, all documents and information received from the Refinery or Smelter related to the processing of Minerals shipped to the Refinery or Smelter, including any rejection of Minerals, the expected date of the Outturn, final sampling/assay information, umpire reports (if any), invoices and other settlement documents, unless the sharing of such information or documentation is restricted by applicable confidentiality restrictions or Applicable Laws, and then only to the extent of such restriction.

(c)

The Seller shall notify the Purchasers in writing by email (at logistics@orionresourcepartners.com and Khaira@blackstone.com or such other email address(es) designated by any Purchaser in writing from time to time), at least two Business Days prior to each Outturn, of the Delivery Date, the number of ounces of Refined Gold to be sold to each Purchaser and, in accordance with Section 2.1, the estimated net number of ounces of Refined Gold to be credited to each Purchaser on the Delivery Date.

(d)

On the date of each Outturn, the Seller shall deliver an invoice to each of the Purchasers that shall include:

(i)

a calculation of the number of ounces of Refined Gold sold and delivered to such Purchaser;

(ii)

the Delivery Date and Delivery Time; and

(iii)

such other information as may be reasonably requested by such Purchaser to allow it to verify all aspects of the delivery of Refined Gold reflected in such invoice.

2.6 Reduction Election

(a)

Effective on December 31, 2018 (or if such day is not a Business Day, the previous day that is a Business Day), the Seller may elect to reduce the Applicable Percentage to either (i) 50%, in exchange for a payment equal to $11 per ounce of Remaining Contained Gold multiplied by .50; or (ii) 25%, in exchange for a payment equal to $11 per ounce of Remaining Contained Gold multiplied by .75.

(b)

Provided the Seller did not elect the reduction in paragraph (a) above, effective on December 31, 2019 (or if such day is not a Business Day, the previous day that is a Business Day), the Seller may elect to reduce the Applicable Percentage to either (i) 50%, in exchange for a payment equal to $13 per ounce of Remaining Contained Gold multiplied by .50; or (ii) 25%, in exchange for a payment equal to $13 per ounce of Remaining Contained Gold multiplied by .75.

(c)

The Seller shall exercise such election by providing written notice thereof to each of the Purchasers at least 90 days in advance of the applicable effective date, and delivering the applicable payment amount on or before the applicable effective date.

-13-

(d)

For the purposes of this Section 2.6, “Remaining Contained Gold” shall mean the number calculated by subtracting the number of oz of Refined Gold delivered to the Purchasers in accordance with this Agreement from 7,067,000.

(e)

In the event of a reduction under either paragraph (a) or (b) above, following such reduction becoming effective, the Aggregate Gold Quantity will be equal to A+B (C-A),

where:

A =

the number of oz of Refined Gold delivered to the Purchaser in accordance with this Agreement immediately prior to the applicable effective date.

B =

the Applicable Percentage resulting from the adjustment elected in paragraph (a) or (b) above.

C =

7,067,000.

3. PRICING AND PAYMENT

3.1 Provisional Payment

After each Delivery of Refined Gold to a Purchaser hereunder, such Purchaser shall make a provisional payment of the applicable purchase price payable to the Seller for the Refined Gold Delivered to such Purchaser in an amount (the “Provisional Payment Amount”) equal to ●% of the product of: (i) the number of ounces of Refined Gold credited to such Purchaser’s Pool Account; and (ii) the a.m. LBMA Gold Price in U.S. dollars per ounce quoted by the LBMA on the Delivery Date. The electronic transfer of funds representing the Provisional Payment Amount to the account designated by the Seller shall be initiated by such Purchaser no later than noon (in New York City, New York) on the second Business Day (the “Provisional Payment Date”) after the Delivery Date.

3.2 Final Payment

(a)

The final purchase price (the “Gold Purchase Price”) payable by a Purchaser to the Seller for each ounce of Refined Gold Delivered to such Purchaser hereunder shall be equal to such Purchaser’s choice of any one of the following prices (the Purchaser’s choice referred to herein as the “Gold Market Price”):

[●].

(b)

At or before 4:00 p.m. (in New York City, New York) on the Payment Adjustment Date in respect of each Delivery of Refined Gold to a Purchaser hereunder, such Purchaser shall provide the following to the Seller by email (at such email address(es) designated by the Seller in writing from time to time):

(i)

notice of the Gold Market Price chosen by such Purchaser in accordance with Section 3.2(a) for such Refined Gold;

-14-

(ii)

a statement detailing the calculation of the aggregate Gold Purchase Price for such Refined Gold; and

(iii)

a statement of the amount owing to either such Purchaser or the Seller in respect of such Refined Gold after netting the Provisional Payment Amount from such aggregate Gold Purchase Price.

(c)

On the next Business Day after each Payment Adjustment Date, such Purchaser or the Seller, as applicable, shall pay the amount owing to the other of them as notified by such Purchaser to the Seller pursuant to Section 3.2(b)(iii) by electronic transfer of funds to the account designated by the recipient of such funds. Notwithstanding the foregoing, such Purchaser shall, by written notice to the Seller delivered no later than the Payment Adjustment Date, be entitled to set-off any such adjustment amount owing to such Purchaser against the next Provisional Payment Amount payable by such Purchaser to the Seller.

3.3 Replacement Pricing

If any of the price quotations used in the determination of the Provisional Payment Amount or the Gold Market Price cease to exist, cease to be published or should no longer be internationally recognized as the basis for the settlement of bullion contracts, then, upon the request of either of them, the Purchasers’ Agent and the Seller shall promptly meet to select a comparable commodity quotation for purposes of this Agreement (which selection shall become effective upon the agreement of the Seller and Purchasers’ Agent). The basic objective of such selection shall be to secure the continuity of fair market pricing of Refined Gold Delivered to the Purchasers under this Agreement. [omitted certain pricing related information].

4. TAXES, TARIFFS AND DUTIES

(a)

All Deliveries of Refined Gold and any other payment or transfer of property of any kind made under this Agreement to the Purchasers shall be made free and clear and without any present or future deduction, withholding, charge, levy or imposition for or on account of any Taxes, except as required by Applicable Laws. Subject to 4(d) below, all Taxes, if any, as are required by Applicable Laws to be so deducted, withheld, charged, levied, collected or imposed by the Seller on any such delivery (or payment, as applicable), shall be paid by the Seller delivering (or paying, as applicable) to the applicable Purchaser or on its behalf, in addition to such delivery (or payment, as applicable), such additional deliveries (or payments, as applicable) as are necessary to ensure that the net delivery (or payment, as applicable) received by such Purchaser (net of any such Taxes, including any Taxes required to be deducted, withheld, charged, levied, collected or imposed on any such additional amount) equals the full delivery (or payment, as applicable) that such Purchaser would have received had no such deduction, withholding, charge, levy, collection or imposition been required.

(b)

If any Purchaser becomes liable for any Tax, other than Excluded Taxes, imposed on any delivery (or payment, as applicable) under this Agreement the Seller shall indemnify such Purchaser for such Tax, and the indemnity payment shall be increased as necessary so that after the imposition of any Tax on the indemnity payment (including Tax in respect of any such increase in the indemnity payment), such Purchaser shall receive the full amount of Taxes for which it is liable and, if requested by the Seller, such Purchaser shall use reasonable efforts to dispute that such Taxes were correctly or legally imposed or asserted by the relevant Governmental Body, at the Seller’s expense. A certificate as to the amount of such payment or liability delivered to the Seller by such Purchaser shall be conclusive absent manifest error.

-15-

(c)

If any Purchaser determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Seller or with respect to which the Seller has paid additional amounts pursuant to this Section 4 or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Seller an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or additional amounts paid, by the Seller under this Section 4 with respect to the Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of such Purchaser and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The Seller, upon the request of any Purchaser, agrees to repay the amount paid over to the Seller (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to such Purchaser if such Purchaser is required to repay such refund or reduction to such Governmental Body. If the Seller determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, such Purchaser shall use its commercially reasonable efforts to co-operate with the Seller in challenging such Taxes at the Seller’s cost and expense if so requested by the Seller, provided that such Purchaser does not reasonably determine that such challenge could be prejudicial to it. This Section 4(c) shall not be construed to require the Purchasers to make available their Tax Returns (or any other information relating to its Taxes that the Purchasers deems confidential) to the Seller or any other Person, to arrange their affairs in any particular manner or to claim any available refund or reduction.

(d)

Notwithstanding Sections 4(a) and 4(b), the Seller shall not be responsible for any Excluded Taxes (as defined below) imposed or collected by any jurisdiction in respect of deliveries of Refined Gold or payments and transfers of property of any kind made by a Pretium Group Entity pursuant to this Agreement. For these purposes “Excluded Taxes” means any Taxes that are recoverable by a Purchaser or its assignees by way of input tax credit, refund or rebate and any additional Taxes imposed or collected by a jurisdiction by reason of a Purchaser (or any assignee of a Purchaser pursuant to Section 11.1, but with respect only to the interest of such assignee) being incorporated or resident in that jurisdiction, carrying on business in, or having a permanent establishment or a connection in that jurisdiction or participating in a transaction separate from this Agreement in that jurisdiction, in each case determined by application of the laws of that jurisdiction, other than by reason of purchasing Refined Gold under this Agreement, receiving payments or deliveries under this Agreement in that jurisdiction, making payments under this Agreement, or enforcing rights under this Agreement.

(e)

Notwithstanding anything herein to the contrary, the Seller shall not be required pursuant to this Article 4 to pay any increased or additional amount to, or to indemnify, any Purchaser that is an assignee of all or any interest in this Agreement except to the extent that the assignor to such Purchaser would have been, as an original Purchaser, entitled to receive additional amount or indemnity payment from the Seller pursuant to this Article 4 (and provided that nothing in this Section 4(e) shall be construed as relieving the Seller from any obligation to make such payments or indemnification to any assignor). For greater certainty, if an assignment would result in an increase in an amount of Taxes to be withheld pursuant to this Section 4, the Seller will not be responsible for indemnifying or making additional payments to any Purchaser that is an assignee with respect to such increase.

-16-

5. TERM AND TERMINATION

5.1 Term

Unless otherwise terminated in accordance with this Section 5, the rights and obligations of the Parties under this Agreement shall begin on the date of this Agreement and end upon Delivery by the Seller to Purchasers of, and final payment by Purchasers for, the Aggregate Gold Quantity in accordance with this Agreement.

5.2 Purchasers’ Right to Terminate

The Purchasers shall have the right, by written notice from the Purchasers’ Agent (at the direction of the Majority Purchasers) to the Seller, to terminate this Agreement prior to the end of the Term if:

(a)

any Pretium Group Entity is affected by an Insolvency Event; or

(b)

the financial position of any Pretium Group Entity deteriorates to such extent that in the reasonable opinion of the Purchasers’ Agent the ability of such Pretium Group Entity to perform its obligations under this Agreement have been placed in jeopardy; or

(c)

any Pretium Group Entity is, in any material respect, in default of its obligations under this Agreement, which default, if capable of cure, has not been cured to the satisfaction of the Purchasers’ Agent, acting reasonably, within a period of 30 days of a written demand made in respect thereof by the Purchasers’ Agent; or

(d)

any representation or warranty made by a Pretium Group Entity under or in connection with this Agreement is, in any material respect, incorrect or incomplete, which incorrectness or incompleteness, if capable of cure, has not been cured to the satisfaction of the Purchasers’ Agent, acting reasonably, within a period of 30 days of a written demand made in respect thereof by the Purchasers’ Agent; or

(e)

an Event of Default under the Stream Agreement or the Credit Agreement has occurred and is continuing.

5.3 Seller’s Right to Terminate

The Seller shall have the right, by written notice to a Purchaser, to terminate this Agreement in respect of such Purchaser prior to the end of the Term if:

(a)

such Purchaser is affected by an Insolvency Event; or

(b)

such Purchaser fails to make payments of amounts due in accordance with Section 3, which default has not been cured to the satisfaction of the Seller, acting reasonably, within a period of 30 days of a written demand made in respect thereof by the Seller; provided that any day during which such Purchaser is in good faith disputing a payment hereunder shall not count toward such 30-day period; or

-17-

(c)

such Purchaser is, in any material respect, in default of its obligations under this Agreement (other than Section 3), which default, if capable of cure, has not been cured to the satisfaction of the Seller, acting reasonably, within a period of 30 days of a written demand made in respect thereof by Seller.

5.4 Effect of Termination

If this Agreement is terminated under this Section 5, then all rights and obligations under this Agreement shall terminate other than in connection with any antecedent breach. Notwithstanding the foregoing, Sections 1 (to the extent applicable to surviving provisions), 3 (in respect of Refined Gold already Delivered), 4, 6.2 (in respect of the period prior to termination of this Agreement), 9, 10, 12, 14, 15, 16 and 17 shall survive termination of this Agreement.

6. REPORTING; BOOKS AND RECORDS; INSPECTIONS

6.1 Production Start Date and Annual Forecasts

(a)

At least 45 days prior to the anticipated date of the first production of Minerals containing gold suitable for shipment to a Refinery or Smelter (the “Production Start Date”), the Seller shall send the Purchasers by email (at logistics@orionresourcepartners.com and Khaira@blackstone.com or such other email address(es) designated by any Purchaser in writing from time to time) a notice of the Production Start Date, and a production forecast of the quantity of Minerals containing gold to be produced from the Project for the remainder of the then current calendar year.

(b)

Commencing after the Production Start Date, the Seller shall deliver to the Purchasers on or before December 15 of each calendar year: (i) during the term of the Credit Agreement, an Annual Forecast Report in respect of the upcoming calendar year; and (ii) following the termination of the Credit Agreement, a production forecast of the quantity of Minerals containing gold to be produced from the Project during such calendar year.

6.2 Operations Reports

Commencing after the Production Start Date, the Seller shall deliver to the Purchasers on or before the 15th Business Day after the end of each calendar month, a Monthly Production Report in respect of such month.

6.3 Other Notices

The Seller shall deliver to the Purchasers:

(a)

promptly after the Seller has knowledge or becomes aware thereof, written notice of all actions, suits and proceedings before any Governmental Body or arbitrator, pending or threatened, against or directly affecting the Project, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings with respect to the ownership, use, maintenance and operation of the Project, including those relating to environmental laws; and

(b)

promptly after the Seller has knowledge or becomes aware thereof, written notice of any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect.

-18-

6.4 Books and Records; Audits

(a)

The Seller and the other Pretium Group Entities shall keep true, complete and accurate books and records of all of their respective operations and activities with respect to the Project and the Project Property, including the mining, treatment, processing, refining, transportation and sale of Minerals.

(b)

The Seller and the other Pretium Group Entities shall permit the Purchasers and their authorized representatives and agents to perform audits or other reviews and examinations of their books and records and other information relevant to the production, delivery and determination of Refined Gold under this Agreement and compliance with this Agreement from time to time at reasonable times at such Purchasers’ sole risk and expense and not less than three Business Days’ notice, provided that such Purchasers and their authorized representatives and agents will not exercise such rights more often than once during any calendar year absent a material deficiency identified during a previous audit or review, in which case such rights may be exercised at such periods as may be reasonably determined by the Purchasers (and in any event at least once during any calendar quarter) until no material deficiencies are identified during four consecutive audits or reviews, at which point the Purchasers will once again be limited to exercising such rights once per calendar year. The Purchasers shall use their commercially reasonable efforts to diligently complete any audit or other examination permitted hereunder.

6.5 Inspections

Upon no less than ten Business Days’ notice to the Seller and subject at all times to the workplace rules and supervision of the Seller, the Seller shall grant, or cause to be granted, to the Purchasers and their representatives and agents, at reasonable times and at the Purchasers’ sole risk and expense, the right to access the Project Real Property, the Process Plant and other facilities of the Project, in each case to monitor the mining, processing and infrastructure operations relating to the Project and compliance with this Agreement. The Purchasers shall use their commercially reasonable efforts to not interfere with exploration, development, mining or processing work conducted on the Project Real Property. The Purchasers agree to indemnify and save the Pretium Group Entities and their respective directors, officers, employees and agents harmless from and against any and all losses suffered or incurred by any of them as a result of the actions of the Purchasers or their representations or agents during any such visit except to the extent that such losses arise from the gross negligence or willful misconduct of such indemnified persons.

7. MANAGEMENT OF OPERATIONS

7.1 Performance of Mining Operations

(a)

Subject to the provisions of this Section 7, all decisions regarding the Project, including concerning (i) the methods, the extent, times, procedures and techniques of any exploration, construction, development and mining related to the Project or any portion thereof, and (ii) any decisions to operate or continue to operate the Project or any portion thereof, including with respect to closure and care and maintenance, shall be made by the Seller in its sole discretion.

(b)

The Seller shall ensure that all exploration, construction, development and mining operations and other activities in respect of the Property will be performed in a commercially reasonable manner in compliance with Applicable Laws, Authorizations and Other Rights, and in accordance with Good Industry Practice.

-19-

(c)

The Pretium Group Entities shall at all times comply with the Anti-Corruption Policy, and shall immediately notify the Purchasers’ Agent upon becoming aware of any breach or suspected breach of the Anti-Corruption Policy.

(d)

Notwithstanding any other provision in this Agreement, the Seller will have the right at any time to curtail, suspend or terminate the mining, production, extraction or recovery of Minerals and/or the shipment of processed Minerals containing gold to a Refinery and/or gold-silver bearing concentrate to a Smelter, as applicable, if in its sole discretion it deems advisable to do so.

7.2 Processing and Sale of Minerals

(a)

The Seller shall use all commercially reasonable efforts to ensure that:

(i)

all Minerals from the Project are processed in a prompt and timely manner;

(ii)

all processed Minerals containing gold in a quantity and form suitable for shipment to a Refinery are shipped in a prompt and timely manner, from the Process Plant to a Refinery for processing into Refined Gold and other materials; and

(iii)

processed Minerals not containing gold in a quantity and form suitable for shipment to a Refinery are either shipped in a prompt and timely manner to a Smelter for toll processing into Refined Gold and other materials or sold to a Smelter pursuant to a Sales Contract.

(b)

The Seller shall not, without the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers), acting reasonably:

(i)

sell unprocessed Minerals mined from the Project Real Property;

(ii)

process Minerals mined from the Project Real Property other than through the Process Plant in order to produce doré or gold-silver bearing concentrate.

(iii)

sell, ship or deliver processed Minerals processed through the Process Plant and containing gold to any Person other than the shipment of such Minerals:

(A)

in the case of doré, to a Refinery for processing into Refined Gold; or

(B)

in the case of gold-silver bearing concentrate, either (i) to a Refinery for processing into Refined Gold, (ii) to a Smelter for toll processing into doré or other beneficiated form of gold suitable for delivery to a Refinery for processing into Refined Gold, or (iii) to a Smelter for sale pursuant to a Sales Contract;

-20-

(C)

in the case of gold-silver bearing concentrate toll processed by a Smelter, to a Refinery for processing into Refined Gold and/or refined silver; or

(D)

which are Non-Committed Products produced in accordance with clauses (A) to (C) above.

provided that, in any event, as a condition to any such activities, the Seller shall ensure that such activities do not in any way adversely impact on the quantity or rate of delivery of Refined Gold that would otherwise have been Delivered to the Purchasers under this Agreement.

(c)

The Seller may sell, ship or deliver any Other Minerals to any Person provided that such sale, shipment or delivery does not and could not reasonably be expected to have a material adverse impact on the quantity or rate of delivery of Refined Gold that would otherwise have been Delivered to the Purchasers under this Agreement.

7.3 Commingling

The Seller shall not process Other Minerals through the Process Plant in priority to or in place of, or commingle Other Minerals with, Minerals which are or can be mined, produced, extracted or otherwise recovered from the Project Real Property, unless: (i) the Seller has adopted and employs reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”), such Commingling Plan to ensure the division of Other Minerals and Minerals for the purposes of determining the quantum of the Refined Gold to be delivered hereunder; (ii) the Purchasers shall not be disadvantaged as a result of the processing of Other Minerals in place of, in priority to, or concurrently with, Minerals; (iii) the Purchasers’ Agent has approved the Commingling Plan and any changes to such plan which may be proposed from time to time, such approval not to be unreasonably withheld; (iv) the Seller keeps all books, records, data and samples required by the Commingling Plan and makes such books, records, data and samples available to the Purchasers in accordance with Section 6.2; and (v) the Seller shall have provided notice to the Purchasers’ Agent of the commencement of commingling at least two (2) Business Days prior to such commencement.

7.4 Stockpiling off Property

The Seller may temporarily stockpile, store or place Minerals off the Project Real Property provided that the Seller shall at all times do or cause to be done all things necessary to ensure that:

(a)

such Minerals are appropriately identified as to ownership and origin;

(b)

such Minerals are secured from loss, theft, tampering and contamination; and

(c)

the Purchasers’ rights in and to the Minerals pursuant to this Agreement shall otherwise be preserved.

-21-

7.5 Insurance

(a)

The Seller shall ensure that insurance is maintained with reputable insurance companies with respect to the Project Property and the operations conducted at, on and in respect thereof against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar operations in Canada. Without limiting the foregoing, such insurance shall include commercial general liability insurance in such amounts as will, in the Purchasers’ Agent’s reasonable judgment, adequately protect the Seller, the Purchasers and the Property from any Losses which may reasonably be expected to arise with respect to this Agreement or the Property and that can be covered by commercial general liability insurance.

(b)

The Seller shall ensure that each shipment of Minerals is adequately insured in such amounts and with such coverage as is customary in the mining industry, until the time that the Refined Gold processed from such Minerals is Delivered to the Purchasers.

(c)

The Seller shall promptly provide the Purchasers with written notice of any material loss or damage suffered to the Property, the Project or any Minerals and whether the Seller or any of its Affiliates plans to make any insurance claim.

7.6 Authorizations

The Seller shall be responsible, at its own expense, for obtaining and maintaining any Authorizations and Other Rights required in order to perform its obligations under this Agreement, including the sale and delivery of Refined Gold to the Purchasers.

8. REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties of the Purchaser

Each of the Purchasers represents and warrants to the Seller as follows and acknowledges that the Seller is relying upon such representations and warranties in connection with the entering into of this Agreement.

(a)

Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to execute and deliver, and perform its obligations under this Agreement.

(b)

The execution and delivery by such Purchaser of, the performance of its obligations under, and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or other action of such Purchaser, as applicable, and do not and will not:

(i)

contravene the terms of its constating documents;

(ii)

conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), any written or oral contract, agreement, license, concession, indenture, mortgage, debenture, note or other instrument to which it is a party, subject or otherwise bound (including with respect to its assets) except in each case as would not have a material adverse effect on its ability to perform its obligations under this Agreement; or

-22-

(iii)

violate in any material respect any Applicable Law to which it is subject or otherwise bound (including with respect to its assets).

(c)

This Agreement has been duly and validly executed and delivered by such Purchaser, and constitutes a legal, valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except to the extent enforcement may be affected by Applicable Laws and regulations relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.

(d)

Such Purchaser is not required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Person in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein, in each case, other than as have been obtained or, if not obtained, would not have a material adverse effect on its ability to perform its obligations under this Agreement.

8.2 Representations and Warranties of the Pretium Group Entities

Each of the Pretium Group Entities, jointly and severally, represents and warrants to the Purchaser as follows and acknowledges that the Purchasers are relying upon such representations and warranties in connection with the entering into of this Agreement.

(a)

Each Pretium Group Entity is:

(i)

duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to execute and deliver, and perform its obligations under this Agreement;

(ii)

qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the nature and location of its assets requires such qualification or licensing; and

(iii)

has all requisite power and authority to own and lease its assets and carry on its business.

(b)

The execution and delivery by each Pretium Group Entity of, the performance of its obligations under, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by all necessary corporate or other action of such Pretium Group Entity, as applicable, and do not and will not:

(i)

contravene the terms of the constating documents of such Pretium Group Entity;

(ii)

conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), any written or oral contract, agreement, license, concession, indenture, mortgage, debenture, note or other instrument to which any Pretium Group Entity is a party, subject or otherwise bound (including with respect to its assets) in each case except as would not have a Material Adverse Effect; or

-23-

(iii)

violate in any material respect any Applicable Law to which any Pretium Group Entity is subject or otherwise bound (including with respect to its assets).

(c)

This Agreement has been duly and validly executed and delivered by each Pretium Group Entity. This Agreement constitutes a legal, valid and binding obligation of each Pretium Group Entity, enforceable against such Pretium Group Entity in accordance with its terms, except to the extent enforcement may be affected by Applicable Laws and regulations relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.

(d)

No Pretium Group Entity is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Person in connection with the execution, delivery or performance of the obligations of the Pretium Group Entities under this Agreement or the consummation of the transactions contemplated herein, in each case, other than as have been obtained or, if not obtained, would not have a Material Adverse Effect.

(e)

No Pretium Group Entity is insolvent within the meaning of Applicable Law.

9. INDEMNIFICATION

The Pretium Group Entities jointly and severally agree to indemnify and save the Purchasers and their Affiliates and the directors, officers, employees and agents of the foregoing harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of the Purchasers entering into this Agreement and the matters contemplated therein, including:

(a)

any breach or inaccuracy of any representation or warranty of the Pretium Group Entities contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto;

(b)

any breach, including breach due to non-performance, by the Pretium Group Entities of any covenant or agreement to be performed by any of the Pretium Group Entities contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto;

(c)

the development or operation of the Project;

(d)

the physical environmental condition of the Project and matters of health and safety related thereto or any action or claim brought with respect thereto (including conditions arising before the date of this Agreement),

provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons.

-24-

10. GUARANTEED OBLIGATIONS

10.1 Guarantee

(a)

Each of the Guarantors does hereby absolutely, unconditionally and irrevocably guarantee the prompt and complete observance and performance of each and all the terms, covenants, conditions and provisions to be observed or performed by the Seller pursuant to this Agreement (the “Guaranteed Obligations”). Each Guarantor shall be obligated to perform all of the Guaranteed Obligations upon the default or nonperformance thereof by the Seller.

(b)

The obligations of each Guarantor under this Section 10.1 are continuing, unconditional and absolute and, without limitation, will not be released, discharged, limited or otherwise affected by (and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by Applicable Law):

(i)

any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any of the Guaranteed Obligations, security, Person or otherwise;

(ii)

any modification or amendment of or supplement to the Guaranteed Obligations, including any increase or decrease in deliveries of Refined Gold thereunder;

(iii)

any release, non-perfection or invalidity of any direct or indirect security for any of the Guaranteed Obligations;

(iv)

any winding-up, dissolution, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller;

(v)

the existence of any claim, set-off or other rights which the Guarantor or the Seller may have at any time against any Purchaser;

(vi)

any invalidity, illegality or unenforceability relating to or against the Seller or any provision of Applicable Law or regulation purporting to prohibit the delivery by the Seller of any Refined Gold under the Guaranteed Obligations;

(vii)

any limitation, postponement, prohibition, subordination or other restriction on the rights of any Purchaser to performance of the Guaranteed Obligations;

(viii)

any addition of any co-signer, endorser or other guarantor of the Guaranteed Obligations;

(ix)

any defence arising by reason of any failure of any Purchaser to make any presentment, demand for performance, notice of non-performance, protest or any other notice, including notice of acceptance of this Agreement, partial performance or non-performance of any of the Guaranteed Obligations or the existence, creation or incurring of new or additional Guaranteed Obligations;

(x)

any defence arising by reason of any failure of any Purchaser to proceed against the Seller or any other Person, to proceed against, apply or exhaust any security held from the Seller or any other Person for the Guaranteed Obligations or to pursue any other remedy in the power of the Purchasers whatsoever;

-25-

(xi)

any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation;

(xii)

any defence arising by reason of any incapacity, lack of authority or other defence of the Seller or any other Person, or by reason of the cessation from any cause whatsoever of the liability of the Seller or any other Person in respect of any of the Guaranteed Obligations, except as a result of the payment or fulfillment in full of the Guaranteed Obligations, whether by contract, operation of law or otherwise;

(xiii)

any defence arising by reason of any failure by any Purchaser to obtain, perfect or maintain a perfected or prior (or any) Encumbrance upon any property of the Seller or any other Person, or by reason of any interest of any Purchaser in any property, whether as owner thereof or the holder of an Encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by any Purchaser of any right to recourse or collateral;

(xiv)

any defence arising by reason of the failure of any Purchaser to marshal any properties;

(xv)

any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Seller or any other Person, including any discharge of, or bar against collecting, any of the Guaranteed Obligations, in or as a result of any such proceeding; or

(xvi)

any other act or omission to act or delay of any kind by the Seller, any Purchaser or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 10.1(b), constitute a legal or equitable discharge, limitation or reduction of the obligations of the Seller or the Guarantor hereunder (other than the performance in full of all of the Guaranteed Obligations).

To the extent permitted by Applicable Law, the foregoing provisions of this Section 10.1(b) apply (and the waivers set out therein will be effective) even if the effect of any action (or failure to take action) by the Seller is to destroy or diminish any subrogation rights of the Guarantor or any rights of the Seller or the Guarantor to proceed against any Purchaser for reimbursement or to recover any contribution from any other Person.

(c)

No Purchaser shall be bound to exhaust its recourse against the Seller or any other Persons or to realize on any securities it may hold in respect of the Guaranteed Obligations before being entitled to payment or performance from a Guarantor under this Section 10.1 and the Guarantor hereby renounces all benefits of discussion and division.

-26-

10.2 Transfers of Guarantor Obligations

The Seller shall cause any Person who proposes to acquire a direct or indirect ownership interest in the Seller or any Project Property to, as a condition to the completion of such acquisition, enter into an agreement, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, to be bound by this Agreement as a Guarantor or become so bound by operation of law.

11. TRANSFER RIGHTS

11.1 Transfer Rights of Purchasers

(a)

Any Purchaser may Transfer, in whole or in part, its rights and obligations under this Agreement to any Person without the Seller’s consent and upon such Transfer and, following written notice to the Seller, such Purchaser will be released from such Transferred obligations under this Agreement. The Seller shall agree in writing with any transferee to be bound by this Agreement.

(b)

Following any Transfer by a Purchaser, the Purchasers’ Agent shall provide to the other Parties an updated Schedule B and such schedule shall be Schedule B for all purposes under this Agreement.

11.2 Transfer Rights of Seller

The Seller may not Transfer, in whole or in part, its rights and obligations under this Agreement or all or any material portion of its interest in the Project, unless:

(a)

the Seller shall have provided the Purchasers with at least 30 days’ prior written notice of the intent to effect such Transfer, such notice to include a description of the proposed Transfer and the identity of the proposed transferee Person (and any other Person that ultimately controls such transferee or controlling Person);

(b)

in connection with the Transfer:

(i)

all of the rights of the Seller under this Agreement shall be Transferred to, and its obligations hereunder assumed by, the transferee; and

(ii)

the rights of the Guarantors under this Agreement shall also be Transferred to, and their obligations hereunder assumed by, Affiliates of the transferee such that the Purchasers receive a comparable parent guarantee of the Guaranteed Obligations to that provided by Pretium and the other Guarantors in this Agreement;

(c)

any transferee, as a condition to completion of the Transfer, shall have first entered into an agreement, in form and substance satisfactory to the Purchasers, acting reasonably, to be bound by this Agreement or become so bound by operation of law; and

(d)

after the Transfer (taking into account any agreements to be entered into in connection with the Transfer), the Purchasers shall remain entitled to purchase Refined Gold produced from the Minerals on the same terms and conditions provided in this Agreement.

-27-

12. THE PURCHASERS AND THE PURCHASERS’ AGENT

12.1 Decision-Making

Any amendment, waiver, discharge or termination with respect to this Agreement relating to the following matters shall be effective only if agreed between the Seller and the each of the Purchasers:

(a)

(b)

any change to the purchase price, including the definition of Quotational Period, other than as set forth in this Agreement;

(c)

any provision of this Article 12; or

(d)

the reduction or elimination of any rights of any Purchaser, acting alone or together with other Purchasers, to exercise any rights or receive any information.

Except for the matters described in this Section 12.1 above or otherwise expressly provided for in this Agreement, any amendment, waiver, discharge or termination with respect to this Agreement shall be effective only if agreed between the Seller and the Majority Purchasers in writing, and any such amendment, waiver, discharge or termination that is so agreed shall be final and binding upon all of the Purchasers. Subject to the other provisions of this Section 12.1, where the terms of this Agreement refer to any action to be taken by the Purchasers or to any such action that requires the consent or other determination of the Purchasers, the action taken by and the consent or other determination given or made by the Majority Purchasers shall, except to the extent that this Agreement expressly provides to the contrary, constitute the action or consent or other determination of the Purchasers.

The Purchasers’ Agent shall provide the other Purchasers with copies of all amendments, waivers or consents provided by the Purchasers’ Agent with respect to any provisions of the Agreement promptly upon execution thereof.

12.2 Purchasers’ Obligations Several; No Partnership

-28-

12.3 Purchasers’ Agent

(a)

From time to time, the Purchasers may authorize one of the Purchasers, or an Affiliate of one of the Purchasers to act as the Purchasers’ Agent for taking the actions of the Purchasers’ Agent specified under the Agreement. The Purchasers’ Agent shall be Orion Co-Investments II (Stream) Limited or as otherwise may be designated from time to time by notice in writing from the Majority Purchasers to the other Parties.

(b)

In exercising its duties hereunder, the Purchasers’ Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained. The Purchasers’ Agent may refrain from exercising any right, power or discretion vested in it under this Agreement which would or might in its opinion in its sole discretion be contrary to any Applicable Law or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Applicable Law. The Purchasers’ Agent shall not be bound to disclose to any Person any information relating to any Pretium Group Entity if such disclosure would or might in its opinion in its sole discretion constitute a breach of Applicable Law or be otherwise actionable at the suit of any Person.

(c)

The Purchasers’ Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith and the Purchasers’ Agent shall not be under any liability to any Purchaser as a result of taking or omitting to take any action in relation to the Agreement save in the case of the Purchasers’ Agent’s gross negligence or wilful misconduct.

(d)

Each Purchaser shall, on demand by the Purchasers’ Agent, indemnify the Purchasers’ Agent pro rata (based on the applicable Purchaser’s Share), against any and all costs, claims, reasonable expenses (including legal fees) and liabilities which the Purchasers’ Agent may incur (and which, where applicable, have not been reimbursed by the Seller) to the extent required hereunder, otherwise than by reason of its own gross negligence or wilful misconduct, in acting in its capacity as the Purchasers’ Agent under this Agreement.

12.4 Sharing of Information

The Purchasers may, but shall not be required to, share among themselves any information they may have from time to time concerning the Pretium Group Entities whether or not such information is confidential, provided that any Confidential Information so shared will remain subject to the terms and conditions of Article 15. Each Pretium Group Entity authorizes the Purchasers to share among each other any information possessed by any of them regarding the Pretium Group Entities, subject to obligations of the Purchasers under Article 15.

12.5 Amendments to this Article

The Purchasers may amend any provision in this Article 12 without prior notice to or the consent of Pretium and the Seller, and the Purchasers shall provide a copy of any such amendment to Pretium and the Seller reasonably promptly thereafter; provided, however, that if any such amendment would adversely affect any rights, entitlements, obligations or liabilities of any of the Pretium Group Entities, such amendment shall not be effective until Pretium and the Seller provide their written consent thereto, such consent not to be unreasonably withheld or delayed.

-29-

12.6 Number of Purchasers

If at any time there are more than three Purchasers then, during the period there are more than three Purchasers, the Seller may satisfy its obligations to the Purchasers to deliver Refined Gold to the Purchasers under Section 2.3 and to provide notices, documents, information and reports, as applicable, including under Sections 2.3(d), 2.5, 2.6(c), 6.1, 6.2, 6.3, 6.4, 7.5(c), 11.2 and 15.2(b) by making deliveries or providing notices, documents, information and reports, as applicable, to the Purchasers’ Agent.

13. GOVERNING LAW AND ATTORNMENT

(a)

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflicts of law rules, and subject to Section 14, each of the parties irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

(b)

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

14. DISPUTES AND ARBITRATION

(a)

Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof which has not been resolved by the Parties within the time frames specified herein (or where no time frames are specified, within 15 days of the delivery of written notice by any Party of such dispute, controversy or claim) shall be referred to the chief executive officer of Pretium and the General Counsel of each of the Purchaser for prompt resolution. Any such dispute, controversy or claim which cannot be resolved by the chief executive officer and respective General Counsels within 15 days after it has been so referred to them hereunder, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by binding arbitration administered by the International Center for Dispute Resolution, and any Party may so refer such dispute, controversy or claim to binding arbitration. Such referral to binding arbitration shall be to three qualified arbitrators in accordance with the Arbitration Rules, as may be amended from time to time, which Arbitration Rules shall govern such arbitration proceeding. The Party referring the matter to arbitration shall propose the name of the person it wishes to appoint as one of the three arbitrators. Within 20 days after receipt of such notice, the responding Party shall give notice to the referring Party advising of the person it wishes to appoint as the second of the three arbitrators. Those two persons nominated as arbitrators shall, within 20 days of receipt of the responding Party’s notice, appoint a third arbitrator. If such two nominees are unable to agree upon a third arbitrator within such 20-day period or the responding Party fails to notify the referring Party of the person it wishes to appoint as the second arbitrator within the applicable 20-day period, then in either case such arbitrator or arbitrators shall be chosen by ADR Chambers Inc., Toronto, Ontario at the written request of any Party. The place of arbitration shall be Toronto, Ontario, and the language of arbitration shall be English. The determination of such arbitrator shall be final and binding upon the Parties and the costs of such arbitration shall be as determined by the arbitrator. Judgment on the award may be entered in any court having jurisdiction. This Article 14 shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Parties covenant and agree that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration.

-30-

(b)

The arbitration, including any settlement discussions between the Parties related to the subject matter of the arbitration shall be conducted on a private and confidential basis and any and all information exchanged and disclosed during the course of the arbitration shall be used only for the purposes of the arbitration and any appeal therefrom. Neither party shall communicate any information obtained or disclosed during the course of the arbitration to any third party except to those experts or consultants employed or retained by, or consulted about retention on behalf of, such party in connection with the arbitration and solely to the extent necessary for assisting in the arbitration, and only after such Persons have agreed to be bound by these confidentiality conditions. In the event that disclosure of any information related to the arbitration is required to comply with Applicable Law or court order, the disclosing party shall promptly notify the other parties of such disclosure, shall limit such disclosure limited to only that information so required to be disclosed and shall have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled.

15. CONFIDENTIALITY AND DISCLOSURES

15.1 Confidentiality

(a)

(i)

to its auditor, legal counsel, lenders, underwriters and investment bankers and to persons, including any proposed transferee under Article 11 (“Third Parties”) with which it is considering or intends to enter into a transaction for which such Confidential Information would be relevant (and to advisors and representatives of any such Person), provided that (i) such persons are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such persons to perform the services for which they were, or are proposed to be, retained by the Receiving Party or to consider or effect the applicable transaction, as applicable and (ii) in the case of Third Parties, such Third Parties shall not be provided with Confidential Information other than an unredacted copy of this Agreement and any related agreements entered into in connection herewith and information regarding deliveries and payments received hereunder, without the prior written consent of the Seller or the Purchaser, as the case may be, such consent not to be unreasonably withheld;

(ii)

subject to Section 15.2, where that disclosure is necessary to comply with Applicable Laws, court order or regulatory request, provided that such disclosure is limited to only that Confidential Information so required to be disclosed and, where applicable, that the Receiving Party will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled;

-31-

(iii)

for the purposes of the preparation and conduct of any arbitration or court proceeding commenced under Section 14;

(iv)

(v)

with the consent of the disclosing Party;

(vi)

to its Affiliates and those of its and its Affiliates’ directors, officers, employees, advisors and representatives who need to have knowledge of the Confidential Information; and

(vii)

(b)

Each Party shall ensure that its Affiliates and its and its Affiliates’ employees, directors, officers, advisors and representatives and those persons listed in Section 15.1(a) and 15.1(a)(vii) are made aware of this Section 15.1 and comply with the provisions of this Section 15.1. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such persons.

(c)

15.2 Press Releases and Public Disclosure

(a)

The Parties shall consult with each other before either of them or their respective Affiliates issues any press release or otherwise makes any public disclosure regarding this Agreement or the transactions contemplated hereby and shall not, and shall cause their respective Affiliates to not, issue any such press release or make any such public disclosure before receiving the consent of the other of them. Nothing in this Section 15.2(a) prohibits a Party from issuing a press release or making other disclosure required by Applicable Law if the Party or its Affiliate making the disclosure has first consulted with the other Party.

-32-

(b)

If Pretium or any of its Affiliates is required by Applicable Law to file a copy of this Agreement on SEDAR (or otherwise publicly file a copy of this Agreement), Pretium (or such Affiliate) shall consult with the Purchasers with respect to, and agree upon, any proposed redactions to this Agreement in compliance with Applicable Laws before it is filed on SEDAR (or otherwise). If the Parties are unable to agree on such redactions, Pretium (or such Affiliate) shall redact this Agreement to the fullest extent permitted by Applicable Laws before filing it on SEDAR (or otherwise).

16. NOTICES

(a)

If to the Seller or any Guarantor:

c/o Pretium Resources Inc.

2300 - 1055 Dunsmuir Street

Four Bentall Centre, PO Box 49334

Vancouver, BC V7X 1L4

Attention: President

Facsimile: (604) 558-4784

Email: jovsenek@pretivm.com

If to the Purchasers’ Agent:

c/o Appleby (Bermuda) Limited

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

Attention: Desirae Jones, Appleby Services (Bermuda) Ltd.

Facsimile: (441) 298-3467

with a copy to:

Orion Resource Partners (USA) LP

1211 Avenue of the Americas, Suite 3000

New York, NY 10036

Attention: General Counsel

Facsimile: (212) 596-3489

Email: notices@orionresourcepartners.com

If to a Purchaser, in accordance with the details specified on Schedule B.

-33-

or at such other address, facsimile number or email address as such Party from time to time directs in writing to the other Party.

(b)

Any notice or other communication given in accordance with this Section 16, if delivered by hand as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery is received before 4:00 p.m. at the place of delivery; otherwise, it shall be deemed to be validly and effectively given on the Business Day next following the date of delivery. Any notice of communication which is transmitted by facsimile transmission or electronic mail as aforesaid, shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was received before 4:00 p.m. at the place of receipt; otherwise it shall be deemed to have been validly and effectively given on the next Business Day following such date of transmission.

(c)

A notice given under Section 16(a) by any Purchaser to the Seller or a Guarantor shall constitute simultaneous due notice to the Seller and all of the Guarantors for the purpose of this Agreement.

(d)

Any notices and communications given in respect of this Agreement must be given in the English language, or if given in any other language, that notice or communication must be accompanied by an English translation of it, which must be certified as being a true and correct translation of the notice or communication.

17. MISCELLANEOUS

17.1 Further Assurances

Each Party shall execute all such further instruments and documents and shall take all such further actions as may be necessary to effect the transactions contemplated herein, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

17.2 No Partnership or Joint Venture

Nothing herein shall be construed to create, expressly or by implication, a joint venture, agency relationship, fiduciary relationship, mining partnership, commercial partnership or other partnership relationship between the Parties.

17.3 Severability

If any provision of this Agreement is wholly or partially invalid, illegal or unenforceable, this Agreement shall be interpreted as if such provision had not been a part hereof so that the invalidity, illegality or unenforceability shall not affect the validity, legality or unenforceability of the remainder of this Agreement which shall be construed as if this Agreement had been executed without such provision.

17.4 Entire Agreement

This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, among the Parties.

-34-

17.5 Amendments

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.

17.6 Waivers

The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing, nor shall such failure affect the validity of this Agreement or any part thereof or the right of a Party to enforce each and every provision. No waiver of a breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

17.7 Specific Performance

The Pretium Group Entities acknowledge that any breach of this Agreement may cause the Purchasers irreparable harm for which damages are not an adequate remedy. The Pretium Group Entities agree that, in the event of any such breach, in addition to other remedies at law or in equity that the Purchasers may have, the Purchasers shall be entitled to seek specific performance.

17.8 Benefit of Agreement

This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and, except for the indemnified Persons referred to in Section 9, is not for the benefit of, nor may any provision in this Agreement be enforced by, any other Person. With respect to any indemnified Person who is not a party to this Agreement, the Purchasers shall obtain and hold the rights and benefits of Section 9 in trust for and on behalf of such indemnified Person.

17.9 Costs and Expenses

The Seller shall be responsible for all reasonable costs and expenses incurred by the Purchasers and their Affiliates in connection with the negotiation and preparation of this Agreement, provided that the Purchasers shall use reasonable efforts to keep such costs and expenses to a minimum.

17.10 Execution in Counterparts

This Agreement may be executed in one or more counterparts and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature pages follow.]

IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date first above written.

	PRETIUM EXPLORATION INC.


	By:	“Joseph Ovsenek”
		Name: Joseph Ovsenek
		Title: Director

	PRETIUM RESOURCES INC.


	By:	“Michelle Romero”
		Name: Michelle Romero
		Title: Vice President, Corporate

	0890696 B.C. LTD.


	By:	“Joseph Ovsenek”
		Name: Joseph Ovsenek
		Title: Director

	ORION CO-INVESTMENTS II (STREAM) LIMITED, as Purchaser


	By:	“Melanie Simons”
		Name: Melanie Simons
		Title: Authorized Signatory

	BTO MIDAS L.P., by its general partner, BTO HOLDINGS (CAYMAN) – NQ MANAGER L.L.C., as Purchaser


	By:	“Christopher J. James”
		Name: Christopher J. James
		Title: Authorized Signatory

	ORION CO-INVESTMENTS II (STREAM) LIMITED, as the Purchasers’ Agent


	By:	“Melanie Simons”
		Name: Melanie Simons
		Title: Authorized Signatory

Schedule A

DESCRIPTION OF PROJECT REAL PROPERTY

See Attached.

Schedule A

DESCRIPTION OF PROJECT REAL PROPERTY

Part A - Mineral Tenures

A.1 Brucejack Mineral Tenures

Mineral Title Number	Claim Name	Mining Lease Application Date (if applicable)	Good to Date	Area (ha)
509223		-	2026/jan/31	428.623
509397		-	2026/jan/31	375.147
509400		-	2026/jan/31	178.632
1027397	Quarry	July 8, 2014	2026/jan/31	53.6255
1027398	Bridge	July 8, 2014	2026/jan/31	160.9196
1027399		-	2026/jan/31	983.6067
1027400		-	2026/jan/31	500.3945
1027429	Lake	July 8, 2014	2026/jan/31	196.6047
1027431	West	July 8, 2014	2026/jan/31	53.6275
1027433	VOK	July 8, 2014	2026/jan/31	143.0047
1034915		-	2026/jan/31	89.3499
1034916		March 24, 2015	2026/jan/31	35.7419

A.2 Other Mineral Claims

Mineral Title Number	Claim Name	Good To Date	Area (ha)
570464	GOLDFIELD 10 NEWSTAKE 2	2026/jan/31	893.6421
587907		2026/jan/31	17.9051
607645		2026/jan/31	125.3425
637289	CASTLE 10	2026/jan/31	447.0176
685663		2026/jan/31	17.9031
685664	WHATHAPPENED	2026/jan/31	429.5086
685666	WHATHAPPENED2	2026/jan/31	35.7826
841449		2026/jan/31	429.5568

841454		2026/jan/31	178.9243
842943		2026/jan/31	196.8636
843011		2026/jan/31	143.2331
1026972	PL1	2026/jan/31	661.8809
1026976	PL4	2026/jan/31	1254.0539
1034945	Left Over	2026/jan/31	1108.4397

Part B – Fee Simple Parcels

Parcel Identifier	Legal Description	Registered Charges, Liens and Interests
005-549-591	Lot 18 Block 9 District Lot 466 Cassiar District Plan 818	Nil
009-891-951	Lot 17 Block 9 District Lot 466 Cassiar District Plan 818	Nil
014-206-323	Lot 19 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-331	Lot 20 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-340	Lot 21 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-358	Lot 22 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-366	Lot 23 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
028-583-205	Parcel D (Being a Consolidation of Lots 18 to 21, see BB1753438) Block 8 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res M12825; registered to Her Majesty the Queen in Right of the Province of British Columbia

Part C – Crown land tenures

Document #	Description	Area	Term Start	Duration
916625	Licence of Occupation- Utility Right-of-Way – Electric Power Line, with a right to a statutory right of way if certain conditions are met.	2943.24 HECTARES MORE OR LESS	2015/08/01	6 yrs
920874	Licence of Occupation - Industrial Licence – Light Industrial	11.86 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920875	Licence of Occupation - Industrial Licence – Light Industrial	3.54 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920876	Licence of Occupation - Industrial Licence – Light Industrial	2.76 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920877	Licence of Occupation - Industrial Licence – Heavy Industrial	4.06 HECTARES MORE OR LESS	2015/08/01	30 yrs
920878	Licence of Occupation - Industrial Licence – Heavy Industrial	27.77 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920881	Licence of Occupation - Industrial Licence – Light Industrial	0.25 HECTARES MORE OR LESS.	2015/08/01	30 yrs
920910	Licence of Occupation – Transportation Licence – Airport/Airstrip	106.95 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920920	Licence of Occupation - Industrial Licence – Heavy Industrial	7.0 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920921	Licence of Occupation - Industrial Licence – Heavy Industrial	7.86 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920922	Licence of Occupation - Industrial Licence – Heavy Industrial	18.23 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921268	Licence of Occupation - Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs

Document #	Description	Area	Term Start	Duration
921269	Licence of Occupation - Communication Licence – Communication Sites	0.2 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921270	Licence of Occupation - Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921271	Licence of Occupation - Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921748	Licence of Occupation - Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
S25923	Special Use Permit for the purpose of construction and maintenance of road	Portion of existing road from 0 to 58.6 km, plus the 12 km Knipple Glacier crossing.	2015/07/23	Indefinite (until District Manager notifies Permittee of road deactivation or that the need for permanent deactivation is precluded)

Schedule B

PURCHASERS

Purchaser		Purchaser’s Share

Orion Co-Investments II (Stream) Limited		50%
c/o Appleby (Bermuda) Limited Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda Attention: Desirae Jones, Appleby Services (Bermuda) Ltd. Facsimile: (441) 298-3467 with a copy to: Orion Resource Partners (USA) LP 1211 Avenue of the Americas, Suite 3000 New York, NY 10036 Attention: General Counsel Facsimile: (212) 596-3489 Email: notices@orionresourcepartners.com

BTO Midas L.P.		50%
c/o BTO Holdings (Cayman) - NQ Manager L.L.C. 345 Park Avenue, 27th Floor New York, NY 10154 U.S.A. Attention: Kevin Kelly Facsimile: (212) 583-5692 Email: kevin.kelly@blackstone.com with a copy to : Borden Ladner Gervais LLP Scotia Plaza, 40 King Street West Toronto, ON M5H 3Y4 Attention: Erik Goldsilver Facsimile: (416) 682-2826 Email: egoldsilver@blg.com

EXHIBIT 99.3

EXECUTION VERSION

CREDIT AGREEMENT

BETWEEN

PRETIUM RESOURCES INC.

as Borrower

-and-

PRETIUM EXPLORATION INC. and 0890696 B.C. LTD.

as Guarantors

-and-

ORION CO-INVESTMENTS II (ED) LIMITED and BTO MIDAS L.P.

AND THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME

as Lenders

-and-

ORION CO-INVESTMENTS II (ED) LIMITED

as Administrative Agent

September 15, 2015

TABLE OF CONTENTS

Page

ARTICLE 1
	INTERPRETATION		2
	1.1	Definitions	27
	1.2	Certain Rules of Interpretation	28
	1.3	Currency.	28
	1.4	Time of Essence.	28
	1.5	This Agreement to Govern.	28
	1.6	Interest Act.	28
	1.7	No Subordination.	28
	1.8	Schedules, etc.	28
ARTICLE 2
	TERM FACILITY		29
	2.1	Establishment of Facility.	29
	2.2	Availment.	29
	2.3	Calculation and Payment of Interest.	30
	2.4	Prepayment and Repayment of Loans.	30
ARTICLE 3
	OTHER PROVISIONS RELATING TO THE FACILITY		32
	3.1	Several Obligations.	32
	3.2	Default Interest	32
	3.3	Application of Payments.	33
	3.4	Payments Generally.	33
	3.5	Payments - No Deduction.	33
	3.6	Obligations of Lenders to Mitigate.	34
	3.7	Illegality.	35
	3.8	Change in Circumstances.	36
	3.9	Payment of Costs and Expenses.	37
	3.10	Indemnities.	38
	3.11	Maximum Rate of Interest.	39
	3.12	Net Insurance Proceeds.	40
ARTICLE 4
	REPRESENTATIONS AND WARRANTIES		41
	4.1	Representations and Warranties of the Borrower and the Borrower.	41
	4.2	Survival of Representations and Warranties	52
ARTICLE 5
	SECURITY		53
	5.1	Security.	53
	5.2	Additional Security from New Subsidiaries.	53
	5.3	Further Assurances - Security.	54
	5.4	Security Effective Notwithstanding Date of Advance.	54
	5.5	No Merger.	54
	5.6	Release of Security.	54

TABLE OF CONTENTS

(Continued)

Page

ARTICLE 6
	COVENANTS		55
	6.1	Affirmative Covenants.	55
	6.2	Notifications to the Lenders.	57
	6.3	Corporate Documents.	59
	6.4	Other Reports.	59
	6.5	Material Contracts, Material Project Authorizations and Mine Plan.	59
	6.6	Monthly Reporting	60
	6.7	Quarterly Reporting.	60
	6.8	Annual Reporting.	61
	6.9	Anti-Corruption.	61
	6.10	Reserved.	61
	6.11	EAs.	61
	6.12	Changes to Accounting Policies	61
	6.13	Negative Covenants.	62
ARTICLE 7
	CONDITIONS PRECEDENT		65
	7.1	Conditions Precedent to Closing Date.	65
	7.2	Conditions Precedent to Subsequent Advances.	68
ARTICLE 8
	EVENTS OF DEFAULT AND REMEDIES		69
	8.1	Events of Default.	69
	8.2	Remedies Upon Default.	73
	8.3	Set-Off.	73
	8.4	Application of Proceeds.	73
ARTICLE 9
	ADMINISTRATIVE AGENT		74
	9.1	Agency.	74
ARTICLE 10
	GENERAL		76
	10.1	Reliance and Non-Merger.	76
	10.2	Amendment and Waiver.	76
	10.3	Notices.	77
	10.4	Further Assurances.	79
	10.5	Assignment.	79
	10.6	Severability.	80
	10.7	Entire Agreement.	80
	10.8	Confidentiality.	80
	10.9	Press Releases and Public Disclosure.	81
	10.10	Governing Law.	81
	10.11	Submission to Jurisdictions	81
	10.12	Counterparts.	82

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is made as of the 15th day of September, 2015,

B E T W E E N:

PRETIUM RESOURCES INC., a corporation incorporated under the laws of British Columbia

(the “Borrower”)

-and-

PRETIUM EXPLORATION INC., a corporation incorporated under the laws of British Columbia,

(“PEI”)

-and-

0890696 B.C. LTD, a corporation incorporated under the laws of British Columbia,

(“089”)

-and-

ORION CO-INVESTMENTS II (ED) LIMITED, BTO MIDAS L.P., and the other lenders party hereto from time to time

(the “Lenders”)

-and-

ORION CO-INVESTMENTS II (ED) LIMITED, in its capacity as administrative agent and collateral agent

(in such capacities, the “Administrative Agent”)

RECITALS:

A.	The Borrower, PEI and 089 have requested that the Lenders make available the Facility for the purpose of financing, in part, the development, construction, and working capital requirements of the Project; and

B.	The Lenders have agreed to make the Facility available to the Borrower on the terms and conditions set forth herein.

-1-

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions.

For the purposes of this Agreement:

1.1.1 “Acquisition” means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of: (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or (b) any division, business, project, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, project, operation or undertaking of any other Person.

1.1.2 “Additional Amounts” has the meaning ascribed to such term in Section 3.5.

1.1.3 “Administrative Agent” means Orion Co-Investments II (ED) Limited, in its capacity as administrative agent and collateral agent for the Lenders hereunder, or any successor Administrative Agent appointed pursuant to Section 9.1.6, and any reference in any of the other Loan Documents to “collateral agent” shall be deemed to refer to the Administrative Agent.

1.1.4 “Advance” means an advance by the Lenders to the Borrower of any portion of the Facility.

1.1.5 “Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

1.1.6 “Agreement” means this credit agreement and all Schedules attached hereto,

and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement as a whole and not to any particular Article, Section, Schedule, or other portion hereof or thereof.

1.1.7 “AMEC Agreement” means the Engineering, Procurement and Construction Management Contract between the Borrower and AMEC Americas Limited date as of September 10, 2014.

-2-

1.1.8 “AMEC Direct Agreement” has the meaning ascribed to it in Section 7.2.1.

1.1.9 “AML Legislation” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, antiterrorist financing, government sanction and “know your client” Applicable Laws, whether within Canada or, to the extent applicable to any Obligor, elsewhere, including any regulations, guidelines or orders thereunder.

1.1.10 “Annual Forecast Report” means a written report in relation to a Fiscal Year with respect to the Project, to be prepared by or on behalf of the Borrower, including with reasonable detail a forecast, based on the then current Mine Plan, for such Fiscal Year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis of:

(a)

the tonnes and estimated grade of Minerals to be mined; and

(b)

the tonnes and grade of Minerals to be processed, and expected recoveries for gold, silver and other types of marketable minerals.

1.1.11 “Annual Operations Report” means a written report in relation to a Fiscal Year with respect to the Project, to be prepared by or on behalf of the Borrower, which shall include all of the information pertaining to the construction, commissioning or operations contained in annual reports prepared and provided to the board of directors of any of the Group Members and, to the extent not contained in such reports, will also contain, for such Fiscal Year:

(a)

the tonnes and estimated grade of Minerals mined during such Fiscal Year;

(b)

the tonnes and estimated grade of Minerals stockpiled during such Fiscal Year and as of the end of such Fiscal Year;

(c)

the tonnes and grade of Minerals processed during such Fiscal Year and recoveries for gold, silver, and other types of marketable minerals;

(d)

the number of ounces of gold and silver outturned by the refinery during such Fiscal Year;

(e)

the estimated number of ounces of gold and silver contained in Minerals processed as of the end of such Fiscal Year that have not yet been delivered to or outturned by the refinery;

(f)

(g)

a review of the development and operating activities for such Fiscal Year, including:

-3-

(i)

the amount and a description of operating and capital expenditures (excluding exploration expenditures) and variances from projected operating and capital expenditures;

(ii)

a report on any material issues or departures from that contemplated by the Mine Plan, as applicable as of the first day of such Fiscal Year;

(iii)

any actual or expected materially adverse impact on development or production or recovery of gold or silver from that contemplated in the Mine Plan, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters; and

(iv)

if applicable, the percentage completion compared to the Mine Plan of the major elements of construction and the anticipated Commercial Production Date, if it has not yet then occurred; and

(v)

details of any material health or safety violations and/or material violations of any Applicable Laws, or any non-compliance with the Borrower’s then current Anti-Corruption Policy.

(h)

The Annual Operations Report shall also contain a report on any Encumbrances, other than Permitted Encumbrances, placed on the assets or properties of any Obligor greater than $10,000,000 in the aggregate.

1.1.12 “Anti-Corruption Laws” means the Corruption of Foreign Public Officials Act (Canada) and, to the extent applicable to the Obligors, the United Kingdom Bribery Act 2010, and the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction applicable to any Group Member from time to time concerning or relating to bribery or corruption.

1.1.13 “Anti-Corruption Policy” means the anti-bribery and anti-corruption policy of the Group Members adopted by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with this Agreement, a copy of which has been provided to the Lenders prior to the date hereof.

1.1.14 “Applicable Law” means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent, decree or administrative Order), or Authorization of a Governmental Body, in each such case to the extent applicable to and, except in the case of Section 3.8, legally binding upon or having the force of law over any specified Person, property, transaction or event, or any of such Person’s property or assets.

1.1.15 “Applicable Percentage” means with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If all Advances available under the Facility have been made or if the Commitments have been terminated or expired, the Applicable Percentage shall be the percentage of the total outstanding Loans represented by such Lender’s outstanding Loans.

-4-

1.1.16 “Associate” has the meaning ascribed to such term in the Securities Act (British Columbia), as in effect on the date of this Agreement.

1.1.17 “Authorization” means any authorization, approval, consent, mineral claim, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.

1.1.18 “Available Construction Funds” means at any time the aggregate committed amount of all sources of capital available to the Obligors by way of (a) the undisbursed proceeds of the Facility, (b) cash not yet applied towards Construction Costs, (c) any undisbursed insurance proceeds which are available for the payment of Construction Costs, (d) the undisbursed portion of committed debt facilities permitted hereunder to the extent available for the payment of Construction Costs, (e) any underwritten, escrowed or undisbursed equity subscription proceeds to the extent available for the payment of Construction Costs, and (f) any input tax credits for GST and provincial sales tax expected to be received during construction.

1.1.19 “Board” means the board of directors of the Borrower.

1.1.20 “Bona Fide Bank” means a bona fide commercial bank or trust company (whether domestic or foreign) having capital and surplus in excess of $500,000,000 and a senior unsecured rating of “AA” or better by S&P or Moody’s;

1.1.21 “Borrower” means Pretium Resources Inc., a corporation incorporated under the laws of British Columbia, and its permitted successors and assigns.

1.1.22 “Borrower’s Knowledge” means the actual knowledge of any of the officers of the Borrower or any of the officers or directors of any of the Borrower’s Subsidiaries.

1.1.23 “Business” means the business of the Group Members, taken as a whole, as described in the Public Disclosure Documents, including, without limitation, the development, construction, and operation of, and extraction of mineral resources from, the Project.

1.1.24 “Business Day” means any day, other than (a) a Saturday, Sunday or statutory holiday in any one of Vancouver, British Columbia, Hamilton, Bermuda or New York City, New York, or a day on which banks are generally closed in any one of those cities, or (b) solely for the purpose of determining Libor, a day in which banks are generally closed in London, England.

-5-

1.1.25 “Capital Expenditures” means expenditures made by the Borrower in any period for tangible assets (after deducting the net proceeds received by the Borrower during such period from the disposal of similar tangible assets in the ordinary course of business) required to be classified as fixed assets or leasehold improvements on the balance sheet of the Borrower in accordance with IFRS.

1.1.26 “Capitalized Lease Obligation” means, for any Person, any payment obligation of such Person under an agreement for the lease, license or rental of, or providing such Person with the right to use, property that, in accordance with IFRS, is required to be capitalized.

1.1.27 “Change of Control” means:

(i)

any Person or Persons acting jointly or in concert (within the meaning of the Securities Act (Ontario)) acquires, together with all other voting shares held by such Person or Persons, beneficial ownership of over 50% of the outstanding voting shares of the Borrower or otherwise acquires power to elect a majority of the Board; or

(ii)

the occupation of a majority of the seats (other than vacant seats) on the Board by Persons who were neither (a) nominated by the Board nor (b) appointed, approved or endorsed by members of the Board; or

(iii)

the acquisition of direct or indirect Control of the Borrower by any Person or group of Persons acting jointly or otherwise in concert; or

(iv)

any Subsidiary of the Borrower which is an Obligor ceases to be a wholly-owned Subsidiary of the Borrower;

or Borrower or any of its Subsidiaries, as applicable, takes any actions to effect any of the foregoing.

1.1.28 “Claim” means any claim or liability of any nature whatsoever, including any demand, obligation, liability, debt, cause of action, suit, proceeding, judgment, award, assessment or reassessment.

1.1.29 “Closing Date” means the date on which all of the conditions precedent set forth in Section 7.1 are satisfied by the Borrower or waived by the Lenders.

1.1.30 “Collateral” means the Project Property and the presently held and future acquired undertaking, property and assets of each Obligor charged or intended to be charged pursuant to the Security Documents.

1.1.31 “Commercial Production Date” means the first day of the calendar month immediately following the first calendar month during which the Process Plant processes ore at any average rate of % of one-twelfth of yearly nameplate capacity (as set forth in the Mine Plan).

-6-

1.1.32 “Commitment” means, in respect of each Lender, the amount specified with respect to such Lender in Schedule A (which will be amended and distributed to all parties by the Administrative Agent from time to time to reflect any changes thereto), as such amount may be reduced from time to time by such Lender’s Applicable Percentage of the amount of any prepayments or repayments required or made hereunder or by the cancellation of any unused portion of the Facility.

1.1.33 “Common Shares” means the common shares which the Borrower is authorized to issue.

1.1.34 “Completion Date” means the first day of the calendar month immediately following the first period of two consecutive calendar months during which the Process Plant processes ore at an average rate of 85% of nameplate capacity (as set forth in the Mine Plan).

1.1.35 “Compliance Certificate” means a certificate of the Chief Executive Officer and the Chief Financial Officer of the Borrower in the form set out in Schedule 1.1.35.

1.1.36 “Consolidated Basis” means, in respect of any calculations or determinations hereunder in respect of a Person, the consolidated financial position or results of operations, as the case may be, of such Person and all of its Subsidiaries determined on a consolidated basis in accordance with IFRS.

1.1.37 “Construction Budget” means the $746,935,000 budget for the construction of the Project and set forth at Schedule 1.1.37 as the same may be amended from time to time in accordance with the terms of this Agreement.

1.1.38 “Construction Contracts” means the construction contracts for the Project more particularly described in Schedule 1.1.38 (as the same may be amended, varied, supplemented or replaced from time to time in accordance with this Agreement).

1.1.39 “Construction Costs” means collectively, hard and soft costs which are referred to in the Construction Budget, and which are incurred or to be incurred by Obligors in connection with the construction of the Project, including all construction costs (including payments of construction lien holdbacks), development costs, salaries and other compensation payable to management and supervisory personnel retained by the Obligors, fees payable to third parties as contemplated in the Construction Budget, site and acquisition costs related to the Project, land use and real estate costs, commissioning costs, start-up costs, preliminary operating costs and working capital, financing costs, fees, expenses and interest payable during construction, GST and provincial sales tax not expected to be refunded during construction, and all other third-party costs related to the construction of the Project, including payment of any Debt or service on such Debt that will be due and payable during construction.

1.1.40 “Contract” means any agreement, contract, lease, licence or mineral claim and includes any unilateral instrument such as a mortgage, deed of trust, debenture, note or indenture provided the same creates a legally valid and binding contractual obligation of the grantor thereunder, enforceable by the grantee in accordance with its terms.

-7-

1.1.41 “Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

1.1.42 “Debt” means, at any time, with respect to any Person on a Consolidated Basis, without duplication and excluding any interest component thereof (whether actual or imputed) that is not due and payable, but including any interest that has been capitalized (including by way of original issue discount), the aggregate of all the liabilities of that Person at that time that according to IFRS are required to appear in that Person’s financial statements including (except to the extent specified below to be excluded) the following amounts, each calculated in accordance with IFRS:

(a)

(b)

the face amount of all bankers’ acceptances and similar instruments;

(c)

all liabilities upon which interest charges are customarily paid by that Person, other than liabilities for Taxes;

(d)

the aggregate amount at which any securities of such Person that are redeemable or retractable at the option of the holder of such securities (except where the holder is such Person) may be redeemed or retracted prior to six months following the then applicable Maturity Date for cash, cash equivalents or other Debt of such Person;

(e)

all Capitalized Lease Obligations, synthetic lease obligations, obligations under Sale-Leasebacks and Purchase Money Obligations;

(f)

the amount of all contingent liabilities in respect of letters of credit, performance bonds, surety bonds and similar instruments;

(g)

accounts payable and accruals that are over 120 days past due (except to the extent being contested in good faith);

(h)

Hedging Exposure of such Person;

(i)

(j)

the amount of the contingent liability under any Guarantee of any part or all of an obligation of another Person of the type included in items (a) through (i) above, but excluding, for greater certainty, (i) obligations under the Stream Agreement, and (ii) any obligation that is on account of (A) reserves for deferred income taxes or general contingencies, or (B) trade accounts payable not captured by paragraph (g) above and accrued liabilities (including income taxes payable) incurred in connection with the Project.

-8-

1.1.43 “Default” means any event or condition which, upon notice, lapse of time, or both, would constitute an Event of Default.

1.1.44 “Default Rate” means % per annum.

1.1.45 “Disposition” means any sale, assignment, transfer, conveyance, lease, license, granting of an option or other disposition (or agreement to dispose) of any nature or kind whatsoever of any property or of any right, title or interest in or to any property in accordance with this Agreement, but does not include the payment of a dividend, and the verb “Dispose” has a correlative meaning.

1.1.46 “EAs” means, collectively, (i) the Brucejack Gold Mine Project Environmental Assessment Report dated July 2015 (as may be updated, supplemented or replaced from time to time) by the Canadian Environmental Assessment Agency, and (ii) the Assessment Report for the Brucejack Gold Mine Project dated March 2015 (as may be updated, supplemented or replaced from time to time) by the British Columbia Environmental Assessment Agency).

1.1.47 “Encumbrance” means, with respect to any Person, any mortgage, debenture, pledge, hypothec, lien, charge, contractual right of set-off (to the extent resulting in a security interest), assignment by way of security, hypothecation or security interest, including a purchase money security interest, in respect of any such Person’s property, or any consignment by way of security or the interest of the lessor under any lease constituting a Capital Lease Obligation or any other security agreement, trust or arrangement having the effect of creating an interest in any property of such Person as security for the payment of any debt, liability or obligation, and “Encumbrances”, “Encumbrancer”, “Encumber” and “Encumbered” shall have corresponding meanings.

1.1.48 “Environmental Laws” means all Applicable Laws relating to (i) the protection of the environment, (ii) preservation or reclamation of natural resources, (iii) human health and safety as it relates to environmental matters, contaminants and hazardous substances, (iv) hazardous substances and contaminants, (v) the assessment of environmental and social impacts or (vi) the rehabilitation, reclamation and closure of lands used in connection with the Business.

1.1.49 “Event of Default” has the meaning ascribed to it in Section 8.1.

1.1.50 “Excluded Taxes” means any Taxes that are recoverable by a Lender or its assignees by way of input tax credit, refund or rebate and any additional Taxes imposed or collected by a jurisdiction by reason of a Lender (or any assignee thereof pursuant to Section 10.5, but with respect only to the interest of such assignee) being incorporated or resident in that jurisdiction, carrying on business in, or having a permanent establishment or a connection in that jurisdiction or participating in a transaction separate from this Agreement in that jurisdiction, in each case determined by application of the laws of that jurisdiction, other than by reason of making Advances under this Agreement or performing its obligations under any Loan Document, receiving payments under any Loan Document, or enforcing rights under this Agreement or any other Loan Document.

-9-

1.1.51 “Existing Project Royalty” means the 1.2% net smelter return royalty granted in favour of Franco-Nevada Corporation on production in excess of 503,386 ounces of gold and 17,907,080 ounces of silver pursuant to:

(a)

Net Smelter Returns Royalty dated August 31, 2001 between Newhawk Gold Mines Ltd and Black Hawk Mining Inc.;

(b)

Confirmation, Novation and Amending Agreement dated May 13, 2013 between Pretium Exploration Inc., B2Gold Corp. and Franco-Nevada Corporation; and

(c)

Royalty Assignment dated May 13, 2013 between B2Gold Corp. and Franco-Nevada Corporation.

1.1.52 “Facility” means the US$350,000,000 multi-draw senior secured term facility provided by the Lenders hereunder, as may be increased or reduced pursuant to the terms hereof.

1.1.53 “Financial Statements” means the audited consolidated financial statements of the Borrower as at and for the year ended December 31, 2014, including the notes thereto, together with the auditor’s report thereon, and the unaudited consolidated interim financial statements of the Borrower for the six-month period ending June 30, 2015, which form part of the Public Disclosure Documents.

1.1.54 “First Advance” means the first Advance under the Facility of $150,000,000, in whole and not in part, to be made by the Lenders in favour of the Borrower on the Closing Date.

1.1.55 [OMITTED CERTAIN DEFINITIONS]

1.1.56 [OMITTED CERTAIN DEFINITIONS]

1.1.57 [OMITTED CERTAIN DEFINITIONS]

1.1.58 “Fiscal Quarter” means each calendar quarter ending on March 31, June 30, September 30 and December 31 of each year.

1.1.59 “Fiscal Year” means the period of January 1 to December 31 of each year.

1.1.60 “Funding Shortfall” means, on any date prior to the Completion Date, that all Available Construction Funds are not sufficient to pay all remaining Construction Costs that are accrued and unpaid or expected to be incurred to achieve the Completion Date.

-10-

1.1.61 “Future Authorizations” means that term as defined in Section 4.1.17 hereof;

1.1.62 “Foreign Lender” means any Lender that is not organized under the laws of the jurisdiction in which the Borrower is resident for tax purposes and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Loan Document to be resident for income tax purposes or withholding Tax purposes in the jurisdiction in which the Borrower is resident for tax purposes by application of the laws of that jurisdiction. For purposes of this definition Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction.

1.1.63 “General Security Agreement” means one or more agreements pursuant to which each Obligor grants a security interest to the Administrative Agent in all of its present and after acquired personal property.

1.1.64 “Good Industry Practice” means, in relation to any specified decision or undertaking, the exercise of a degree of diligence, skill, care and prudence which would reasonably be expected to be observed by experienced professionals in the Canadian mining industry engaged in the same type of undertaking under the same or similar circumstances.

1.1.65 “Governmental Body” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.

1.1.66 “Group Members” means, collectively, Borrower and its Subsidiaries, and “Group Member” means any one of them.

1.1.67 “Guarantee” means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any obligation for Debt of another, including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation (including keep-well covenants), or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the lender of such obligation will be protected against loss in respect thereof. The amount of any guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.

-11-

1.1.68 “Guarantors” means, collectively, all Subsidiaries of the Borrower and any other Person that has an interest in any of the Collateral, and “Guarantor” means any one of them, as the context may require. As of the date hereof, the Guarantors are PEI and 089.

1.1.69 “Hazardous Substances” means (a) any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, oil, radioactive materials, flammable substances, explosives, petroleum and petroleum products, polychlorinated biphenyls, chlorinated solvents and asbestos, (b) any “hazardous substances”, “toxic substances”, “hazardous materials”, “hazardous wastes” or words of similar import under any Environmental Laws, (c) any other chemical, material, gas or substance, the exposure or release of which is or may be prohibited, limited or regulated by any Environmental Laws, and (d) any chemical, material, gas or substance that does or may pose a hazard to health and/or safety of Persons or the environment.

1.1.70 “Hedging Exposure” means in relation to any Person (the “relevant party”) and any counterparty of the relevant party at any time means the net amount which would be payable by the relevant party to that counterparty, or by that counterparty to the relevant party, as the case may be, pursuant to all Hedging Transactions in effect between them at that time of determination if such transactions were to be terminated as the result of the early termination thereof. If the Hedging Exposure, so determined on a net basis, would be payable by the relevant party to the counterparty of the relevant party at the relevant time of determination, it is referred to herein as “Out-of-the-Money Hedging Exposure”.

1.1.71 “Hedging Transaction” means any transaction which is (a) a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, forward commodity transaction, credit derivative transaction, repurchase or reverse repurchase transaction, securities lending transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or (b) any combination of these transactions.

1.1.72 “IFRS” means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

1.1.73 “Inchoate Lien” means, with respect to any property or asset of any Person, the following liens:

(a)

-12-

(b)

1.1.74 “Initial Equity Financing” means the common share equity financing of the Borrower to be completed prior to or contemporaneously with the First Advance for aggregate gross proceeds of $40,000,000, to be comprised of the issuance of Common Shares pursuant to the Subscription Agreement.

1.1.75 “Intercreditor Agreement” means the intercreditor agreement to be dated as of the Closing Date among the Administrative Agent on behalf of the Lenders, the Purchasers’ Agent on behalf of the Stream Purchasers and the Obligors.

1.1.76 “Interest Rate” means 7.50% per annum.

1.1.77 “Investment” means, with respect to any Person, the making by such Person of: (a) any direct or indirect investment in or purchase or other acquisition of the securities of or an equity interest in any other Person, (b) any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), any other Person, or (c) any capital contribution to (whether by means of a transfer of cash or other property or any payment for property or services for the account or use of) any other Person; provided that, for greater certainty, an Acquisition shall not be treated as an Investment.

1.1.78 “Key Transaction Agreements” means, collectively, this Agreement, the Offtake Agreement, the Subscription Agreement, the Stream Agreement and the Intercreditor Agreement.

1.1.79 “Lenders” means each lender party hereto from time to time, and their respective permitted successors and assigns.

1.1.80 “Loan” means any extension of credit by the Lenders under this Agreement.

1.1.81 “Loan Documents” means, collectively, this Agreement, the Security Documents, the Intercreditor Agreement and all other agreements, instruments and documents from time to time (both before and after the date of this Agreement) delivered to the Lenders or the Administrative Agent for the benefit of the Lenders in connection with this Agreement or the other Loan Documents, provided that, for clarity, Loan Documents shall not include the Offtake Agreement, the Subscription Agreement, the Stream Agreement, or any instruments, agreements or other documents entered into pursuant thereto or in connection therewith (other than the Intercreditor Agreement).

-13-

1.1.82 “Majority Lenders” means, at any time, all of the Lenders, if there are two or fewer Lenders, and otherwise two or more Lenders holding greater than 66 2/3% of the Commitments or, if all Advances available under the Facility have been made or the Commitments have otherwise been terminated or expired, of the Principal Amount of the Loans.

1.1.83 “Material Adverse Effect” means, a material adverse change to or effect on:

(a)

the Business, capitalization, assets, liabilities, operations or condition (financial or otherwise) of the Borrower and the Subsidiaries, taken as a whole;

(b)

the ability of the Group Members, taken as a whole, to develop, construct or operate the Project, or on the economic viability of the Project, taken as a whole, substantially as contemplated by the Mine Plan (as in effect at the time of such material adverse change or effect);

(c)

the ability of the Borrower and the Subsidiaries, taken as a whole, to consummate the transactions contemplated by the Loan Documents or to perform their obligations under the Loan Documents; or

(d)

the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.

1.1.84 “Material Contracts” means the Contracts listed on Schedule 1.1.84 and any other Contract to which an Obligor is a party (i) involving the potential expenditure or revenue of more than $● in the aggregate or in excess of $● in any Fiscal Year, or (ii) the loss or termination of which could reasonably be expected to result in a Material Adverse Effect.

1.1.85 “Material Orders” means the Orders listed on Schedule 1.1.85 and any other Order which is material to the Project, having regard to the nature and effect of such Order.

1.1.86 “Material Project Authorization” means the Project Authorizations listed on Schedule 1.1.86, and any other Project Authorization the breach, loss or termination of which could reasonably be expected to have a material adverse impact on the development of the Project or the commencement and ongoing operation of commercial production (including commercial production transactions).

1.1.87 “Maturity Date” means December 31, 2018 subject to extension as provided for in Section 2.4.2.

1.1.88 “Mine Plan” means ●.

1.1.89 “Mineral Interest” means any royalty, stream, participation or production interest, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals.

-14-

1.1.90 “Minerals” means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from the Project Real Property, and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including doré.

1.1.91 “Mineral Tax Act” means the Mineral Tax Act, RSBC 1996, c.291 as in force on the date hereof.

1.1.92 “Mineral Tax Payable” means the mineral tax payable by Pretium in respect of the Project under the Mineral Tax Act as determined in the discretion of British Columbia and includes adjustments for any underpayments or overpayments as determined by British Columbia as a result of an assessment or audit or a decision on any appeal by Pretium of Mineral Tax Payable under the Mineral Tax Act

1.1.93 “Monthly Operations Report” means a written report prepared by or on behalf of the Borrower in relation to the immediately preceding calendar month, which report shall include all material information pertaining to the development or operations of the Project, including the following information for such month:

(a)

a review of material permitting, development or operating activities for the month and a report on any material issues, departures from, or contemplated or potential changes to the Mine Plan, as applicable;

(b)

until the Completion Date:

(i)

a summary of the actual Project Costs incurred on a cumulative and monthly basis (including costs committed to and/or actually funded, and, if applicable, the expected time of funding);

(ii)

variances of actual project costs from projected project costs in the Mine Plan;

(iii)

the percentage completion of the major elements of construction compared to the Mine Plan; and

(iv)

the anticipated Completion Date; and

(c)

details of any material health or safety violations and/or material violations of any Applicable Laws, the EAs or the Anti-Corruption Policy.

1.1.94 “Monthly Production Report” means a written report in relation to a calendar month with respect to the Project that contains, for such month:

(a)

the tonnes and estimated grade of Minerals mined during such month;

-15-

(b)

the tonnes and estimated grade of Minerals stockpiled during such month (and the total stockpile at the end of such month);

(c)

the tonnes and grade of Minerals processed during such month and recoveries for gold, silver, and other types of marketable minerals;

(d)

the number of ounces of gold and silver outturned by the refinery during such month;

(e)

the estimated number of ounces of gold and silver contained in Minerals processed as of the end of such month that have not yet been delivered to or outturned by the refinery; and

(f)

the aggregate number of ounces of refined gold and refined silver delivered to the Stream Purchasers under the Stream Agreement up to the end of such month.

1.1.95 “Mortgage” means the mortgage of real property to be granted by 089 in favour of the Administrative Agent in a form to be agreed.

1.1.96 “National Instrument 43-101” National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators and the companion policy thereto.

1.1.97 “Net Asset Disposition Proceeds” means, in respect of each Permitted Asset Disposition, the aggregate cash proceeds received by an Obligor in respect thereof after deducting therefrom the aggregate of (i) reasonable fees, costs, expenses, commissions and the like (including brokerage, legal, accounting and investment banking fees and commissions) incurred in connection therewith, (ii) the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than Loans) required to be repaid under the terms thereof as a result of such Permitted Asset Disposition, but only to the extent that such Debt is secured by Encumbrances on the assets disposed that are permitted hereunder to rank in priority to the Security, (iii) the amount of all Taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such Permitted Asset Disposition occurred or the next succeeding year and that are attributable to such Permitted Asset Disposition (as determined reasonably and in good faith by a financial officer of the Borrower), and (iv) appropriate amounts required to be reserved for reasonable and customary post-closing adjustments in connection with such Permitted Asset Disposition, provided that to the extent such reserve is then reduced, the amount of such reduction shall be deemed to be Net Asset Disposition Proceeds as of the date of such reduction.

1.1.98 “Net Equity Proceeds” means the aggregate cash proceeds of any issuance of equity interests or securities convertible into, or exchangeable for, equity interests, of the Borrower or any other Obligor and received by the Borrower or other Obligor, as applicable, after deducting therefrom reasonable fees, costs, expenses, commissions and the like (including brokerage, legal, accounting and investment banking fees and commissions) incurred and any underwriting discounts given in connection therewith, but excluding (i) proceeds of the Initial Equity Financing, and (ii) in the case of the Subsidiaries of the Borrower, proceeds of any such issuance in favour of the Borrower or another Obligor.

-16-

1.1.99 “Net Insurance Proceeds” means the aggregate cash proceeds of insurance received by any Obligor in respect of any loss, damage to or destruction of any tangible Project Property after deducting therefrom (i) all reasonable fees, costs and expenses (including legal and accounting fees) incurred in connection with the collection of such proceeds and (ii) any amounts retained by or paid to parties having superior rights to such proceeds (to the extent such superior rights are permitted hereunder).

1.1.100 “Net Proceeds” means an amount equal to the sum of all Net Asset Disposition Proceeds and Net Equity Proceeds received by an Obligor after the date hereof.

1.1.101 “NYSE” means the New York Stock Exchange.

1.1.102 “Obligors” means, collectively, the Borrower and each Guarantor, and “Obligor” means any one of them.

1.1.103 “Obligations” means, without duplication, all indebtedness, liabilities and other obligations owed by the Obligors to the Administrative Agent and the Lenders hereunder or under any other Loan Document, whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising.

1.1.104 “OFAC” means The Office of Foreign Assets Control of the US Department of the Treasury.

1.1.105 “Officer’s Certificate” means a certificate in form satisfactory to the Administrative Agent, acting reasonably, (a) in the case of any such certificate of the Borrower, signed by the Chief Executive Officer or the Chief Financial Officer of the Borrower, and (b) in all other cases, of the applicable Person required to provide such certificate signed by the President or a Vice-President of such Person or by such other of its senior officers, managers or directors as may be acceptable to the Administrative Agent.

1.1.106 “Offtake Agreement” means the offtake agreement dated the date hereof among, inter alios, PEI, Orion Co-Investments II (Stream) Limited and BTO Midas L.P. for the sale of gold to Orion Co-Investments II (Stream) Limited, BTO Midas L.P. and the other purchasers party thereto from time to time.

1.1.107 “Order” means, in respect of any Person, any order, directive, decree, judgment, ruling, award, injunction or direction of any Governmental Body or other decision-making authority of competent jurisdiction which is legally binding upon such Person.

1.1.108 “Other Rights” means all material licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, mineral claims or franchises held by any Obligor and issued by or obtained from or which are required to be issued by or obtained from any Person not a Related Person to any Obligor (other than a Governmental Body) and which are required for the construction, development and operation of the Project substantially in accordance with the Mine Plan as then in effect.

-17-

1.1.109 “Permitted Asset Disposition” means, as at any particular time, a sale, transfer or other Disposition of:

(a)

any property or assets by an Obligor to one or more other Obligors;

(b)

tangible personal property, provided that the proceeds of such Disposition are used to acquire like assets of similar quality and value for use in the Project within 90 days of any such disposition, or, in the event that such corresponding acquisition is not made within such 90 day period, provided that the Borrower shall have, within that same 90 day period, provided a plan to the Administrative Agent detailing its planned use of such proceeds to acquire like assets at similar quality and value, which plan shall be effected within 365 days of the applicable disposition, and provided further that (i) the Borrower’s ability to construct and/or operate the Project will not be materially impaired by such disposed assets not being replaced for such 90 or 365 days period, and (ii) the proceeds of such Disposition remain in bank accounts subject to a blocked account agreement in favour of the Administrative Agent until so applied to acquire such assets;

(c)

Minerals from the Project Real Property in accordance with the Stream Agreement and the Offtake Agreement or otherwise in the ordinary course of business and in compliance with the terms of this Agreement;

(d)

other assets of the Obligors the aggregate fair market value of which shall not exceed $● in any Fiscal Year;

(e)

Disposition of all or a portion of the Snowfield Project;

(f)

Disposition of any mining claims that (i) are not subject to the Security Agreement re: Mineral Claims referred to in Section 5.1.5, and (ii) which are not Project Real Property;

(g)

Abandonment Property (as such term is defined in the Stream Agreement) in accordance with the Stream Agreement.

1.1.110 “Permitted Encumbrances” means, in respect of any Collateral, any of the following:

(a)

-18-

(b)

(c)

Encumbrances made or incurred in the ordinary course of business to secure

(i)

workers’ compensation, surety or appeal bonds, letters of credit, costs of litigation when required by law, Order, and public and statutory obligations, or

(ii)

the discharge of Encumbrances or claims incidental to construction and mechanics’, warehouseman’s, carriers’ and other similar liens or construction and mechanics’ and other similar Encumbrances, provided such Encumbrances do not materially impair the operation of the Business of any Obligor;

(d)

(e)

any Inchoate Lien;

(f)

such minor defects as may be revealed by an up to date plan of survey of any property and any registered or unregistered encumbrances, including, without limitation, easements, rights of way, encroachments, restrictive covenants, servitudes or other similar rights or interests in land granted to or reserved by other Persons, rights of way for sewers, electric lines, telephone lines and other similar purposes, or zoning by-laws or other restrictions as to the use of real property which defects, encumbrances, easements, servitudes, rights of way and other similar rights and restrictions provided in each case that that it does not individually or in the aggregate materially impair the usefulness of such property in the operation of the business of such Person;

(g)

(h)

the Security;

(i)

the Encumbrances securing the obligations under the Stream Agreement and, if and when entered into, the Stream Agreement, provided that such Encumbrances are subject to the Intercreditor Agreement;

-19-

(j)

Encumbrances securing Purchase Money Obligations and Capitalized Lease Obligations relating solely to the acquisition of equipment necessary for the development, construction or operation of the Project, provided that such Encumbrances extend only to the property clearly and individually identified as acquired or financed thereby (including the proceeds of such property) and no recourse is available to any other assets of any Obligor and any extension, renewal or refinancing thereof, provided that the amount secured does not exceed the original amount secured immediately prior to such extension, renewal or refinancing and the Encumbrances are not extended to any additional property; the aggregate of the Debt outstanding at any time referred to in this paragraph (j) shall not exceed $●;

(k)

(l)

Encumbrances and charges incidental to construction or current operations (including, without limitation, carrier’s, warehouseman’s, mechanics’, construction, builder’s, materialmen’s and repairmen’s liens) that have not at such time been filed pursuant to law or which relate to obligations not due or delinquent or which relate to obligations that are being contested in good faith by such Person and adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS and such Encumbrances do not materially impair the operation of the Business of any Obligor;

(m)

the right reserved to or vested in any Governmental Body by the terms of any lease, licence, franchise, grant or permit acquired by an Obligor or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof, provided such Encumbrances do not materially impair the operation of the Business of any Obligor;

(n)

(o)

Encumbrances on concentrates or Minerals or the proceeds of sale of such concentrates or Minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing only the payment of the Borrower’s or any Subsidiary of the Borrower’s respective portion of the fees, costs and expenses attributable to the processing of such concentrates or Minerals under any such processing or refining arrangement, but only insofar as such Encumbrances relate to obligations which are at such time not past due or the validity of which are being contested in good faith by appropriate proceedings and adequate reserves with respect thereto are maintained on the books of such Person in accordance with IFRS and such Encumbrances do not materially impair the operation of the Business of the Borrower or any Subsidiary of the Borrower; or

-20-

(p)

applicable zoning, land use, building restrictions and Governmental Body restrictions affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with in all material respects and such restrictions and regulations do not materially impair the use of the applicable Property for the purpose for which it is held (including in accordance with the Mine Plan);

(q)

(r)

Encumbrances in favour of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;

(s)

(t)

Encumbrances disclosed in Schedule 1.1.110(t) but only to the extent such Encumbrances conform to their description in such Schedule;

(u)

Encumbrances consisting of the Existing Project Royalty as it exists on the date hereof;

(v)

Encumbrances securing Permitted Hedging Arrangements to the extent provided for in the hedging plan and policy approved by the Majority Lenders acting reasonably;

(w)

●; and

(x)

other Encumbrances agreed to in writing by the Lenders;

provided, however, that no Encumbrance described above, other than (h), (i), (j), and (w), shall constitute a Permitted Encumbrance if it was incurred in connection with the borrowing of money.

1.1.111 [OMITTED DEFINITION]

-21-

1.1.112 “Permitted Hedging Arrangements” means derivative or hedging arrangements, other than in respect of the price of Minerals, entered into following the Commercial Production Date which have been entered into for bona fide business purposes, and not for speculative purposes, and pursuant to a hedging plan and policy approved by the Majority Lenders, acting reasonably.

1.1.113 “Person” means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.

1.1.114 “Principal Amount” means the principal amount of all Loans or any particular Loan, as the context requires, outstanding under this Agreement from time to time, including for greater certainty any accrued interest that is capitalized pursuant to Section 2.3.2.

1.1.115 “Process Plant” means the process plant to be completed in connection with the Project substantially as contemplated in the Mine Plan and used to process Minerals.

1.1.116 “Project” means the Brucejack Project consisting of eleven mineral claims totaling 3,199.28 hectares centered at approximately latitude 56°28’20”N by longitude 130°11’31”W, approximately 950 kilometers northwest of Vancouver, B.C.

1.1.117 “Project Agreements” means all Contracts of the Obligors which are required for or otherwise material to (i) the ownership, lease or use of the Project or the Project Property, (ii) the development, construction and mining operations of the Project in accordance with the Mine Plan, (iii) the sale or disposition of Minerals from the Project, including sales, royalty, streaming and off-take agreements and other similar arrangements, and (iv) any option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, in respect of the Project Property, or the Minerals produced or proceeds therefrom, in each case, whether entered into prior to or after the date of this Agreement.

1.1.118 “Project Authorizations” means all Authorizations and Other Rights (including environmental Authorizations) necessary for (i) the development, construction and mining operations of the Project, and (ii) the commencement and ongoing operation of commercial production transactions in relation to the Project.

1.1.119 “Project Costs” means all capital expenditures incurred by the Borrower on a consolidated basis for the purposes of the development, construction and operation of the Project, including escalation, contingencies, initial working capital, taxes, duties, expenditures for plant equipment, spares and other capital goods, inventory, capital expenditures required to maintain the Project at its design capacity (including repairs and replacements funded by insurance proceeds), interest during construction, financing fees and expenses and other development costs, as initially set out in the Construction Budget, and as the same may be amended from time to time and provided to the Lenders.

-22-

1.1.120 “Project Property” means all of the property, assets, undertaking and rights of the Obligors in and relating to the Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and mineral interests, and specifically including, but not limited to: (i) the Project Real Property; (ii) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property, in each case relating to the Project; (iii) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (iv) all books and records of the Obligors related to any of the foregoing.

1.1.121 “Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, mineral claims and interests, and all surface access rights held by any of the Obligors relating to the Project (which as of the date hereof, are as set forth in Schedule 1.1.121), and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, mineral claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Obligor at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.

1.1.122 “Project Schedule” means the project schedule for the construction and operation of the Project set forth at Schedule 1.1.122, as the same may be amended from time to time in accordance with the terms of this Agreement.

1.1.123 “Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of the Borrower with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on the Borrower’s SEDAR profile.

1.1.124 “Purchase Money Obligations” means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance.

1.1.125 “Purchaser’s Agent” means Orion Co-Investments II (Stream) Limited in its capacity as agent for the Stream Purchasers under the Stream Agreement, or any successor agent for the Stream Purchasers appointed in accordance with the Stream Agreement.

-23-

1.1.126 “Quarterly Date” means March 31, June 30, September 30 and December 31 in each year.

1.1.127 “Real Property” means the Project Real Property and all other real property interests, mineral claims, mineral leases and other mineral rights, concessions and interests, and all surface access rights held by any Obligor and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body.

1.1.128 “Records” means all of the present and future books, records and data of every kind or nature, including books of account, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files, electronically stored data and other data, together with the tapes, disks, diskettes, drives and other data and software storage media of the Obligors and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of the Obligors with respect to the foregoing maintained with or by any other Person).

1.1.129 “Related Party” means, with respect to any Person (the “first named Person”), any Person that does not deal at arm’s length with the first named Person or is an Associate of the first named Person and, in the case of any Obligor, includes: (a) any director, officer, employee or Associate of the Borrower or any of its Affiliates, (b) any Person that does not deal at arm’s length with the Borrower or any of its Affiliates, and (c) any Person that does not deal at arm’s length with, or is an Associate of, a director, officer, employee or Associate of the Borrower or any of its Affiliates.

1.1.130 “Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, including the movement of Hazardous Substances through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata.

1.1.131 “Restricted Payment” means, with respect to any Obligor, any payment by such Person to any other Person (other than another Obligor) (a) of any dividends or any other distribution on any shares of its capital or other equity interests (other than dividends or distributing by way of the issuance of shares or other equity interests of such Person), (b) on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of its capital or other equity interests or any warrants, options or rights to acquire any such shares, (c) of any principal of, or interest or premium on, or of any amount in respect of a sinking or analogous fund or defeasance fund for, any Debt of such Person ranking in right of payment, pari passu with or subordinate to the Obligations, or (d) of any management, consulting or similar fee, or any material bonus or comparable payment, or material payment by way of gift or other gratuity, to any Related Party, unless such payment is to a director, officer or employee of such Obligor in that capacity and consists of reimbursement for reasonable and ordinary course expenses related to the Business incurred by such director, officer or employee in accordance with the policies in effect governing such reimbursements.

-24-

1.1.132 “Sale-Leaseback” means an arrangement under which title to any property or an interest therein is transferred by or on the direction of a Person (“X”) to another Person which leases or otherwise grants the right to use such property, asset or interest (or other property, which X intends to use for the same or a similar purpose) to X (or nominee of X), whether or not in connection therewith X also acquires a right or is subject to an obligation to acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement.

1.1.133 “Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country Sanctions program administered and enforced by OFAC or by any Canadian Governmental Body.

1.1.134 “Sanctioned Person” means, (a) any Person listed in any sanctions-related list of designated Persons maintained by any Canadian Governmental Body, or (b) a Person named on the list of Specially Designated Nationals maintained by OFAC.

1.1.135 “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by OFAC or any Canadian Governmental Body.

1.1.136 “Snowfield Project” means British Columbia Mineral Tenure no. 509216;

1.1.137 “Subsequent Advance” means each subsequent Advance under the Facility following the First Advance, to be made by the Lenders in favour of the Borrower.

1.1.138 “Securities Laws” means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules and policies of the TSX, the NYSE and any other stock exchange on which securities of the Borrower are traded.

1.1.139 “Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in each of the provinces and territories of Canada in which the Borrower is a reporting issuer, the United States and in any other jurisdictions whose Securities Laws are applicable to the Borrower.

1.1.140 “Security” means the Encumbrances granted in favour of the Administrative Agent pursuant to the Security Documents.

1.1.141 “Security Documents” means any Guarantees in favour of the Administrative Agent in respect of the Obligations, the General Security Agreements, the Share Pledge Agreements, the Mortgage, the Security Agreement re Mineral Claims and any other security documents held from time to time by the Administrative Agent securing or intended to secure repayment of the Obligations, including, without limitation, the security described in Section 5.1.

-25-

1.1.142 “SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.

1.1.143 “Share Pledge Agreements” means one or more agreements pursuant to which each Obligor pledges in favour of the Administrative Agent the equity interests it holds in any other Group Member.

1.1.144 “Stream Agreement” means the purchase and sale agreement dated the date hereof between Orion Co-Investments II (Stream) Limited, BTO Midas L.P., the other purchasers party thereto from time to time and PEI.

1.1.145 “Stream Purchasers” means the purchasers under the Stream Agreement.

1.1.146 “Subordinated Intercompany Debt” means any debts, liabilities or obligations owing by the Borrower or another Obligor to any Group Member, on any account and in any capacity, subordinated in accordance with the provisions of the Subordination and Postponement of Claims.

1.1.147 “Subordination and Postponement of Claims” means a subordination and postponement of claims in favour of the Administrative Agent in respect of Debt of the Borrower or another Obligor owing to any Group Member pursuant to which, among other things, the holder of such Debt agrees that such Debt will be subordinated and postponed to the Obligations and that no interest or principal in respect of such Debt shall be payable while any Obligations remain outstanding, and that no Encumbrances have been or will be taken by such holder for such Debt, and which shall otherwise be in form and substance satisfactory to the Administrative Agent, acting reasonably.

1.1.148 “Subscription Agreement” means collectively the subscription agreements dated the date hereof between the Borrower and each of Orion Co-Investments II (ED) Limited and BTO Midas L.P. pursuant to which the Borrower agrees to issue, and each of Orion Co-Investments II (ED) Limited and BTO Midas L.P. agree to subscribe for, the number of Common Shares set forth therein.

1.1.149 “Subsidiary” means with respect to any Person, any other Person which is Controlled directly or indirectly by that Person, and “Subsidiaries” means all of such other Persons.

1.1.150 “Taxes” means all present and future taxes (including, for certainty, real property taxes), levies, imposts, stamp taxes, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto and “Tax” shall have a corresponding meaning.

1.1.151 “Tax Returns” means all returns, declarations, reports, estimates, information returns and statements required to be filed with any Governmental Body in respect of any Taxes, including any schedule or attachment thereto or amendment thereof.

-26-

1.1.152 “Technical Report” means the “Feasibility Study and Technical Report Update on the Brucejack Project, Stewart, BC” with an effective date of June 19, 2014 prepared for the Borrower by Tetra Tech and co-authored by Snowden Mining Industry Consultants Inc., AMC Mining Consultants (Canada) Ltd., ERM Rescan, BGC Engineering Inc., Alpine Solutions Avalanche Services and Valard Construction.

1.1.153 “TSX” means the Toronto Stock Exchange.

1.1.154 “Unfunded Capital Expenditures” means Capital Expenditures not funded by Purchase Money Obligations or Capitalized Lease Obligations.

1.1.155 “Utility Commitment” means, to the extent applicable, water service commitments and agreements, transmission or electrical service commitments and agreements and other utility commitments and agreements including commitments or agreements to construct or provide the infrastructure, rights of way and easements necessary to provide the aforementioned utility services.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:

(a)

(b)

references to a “paragraph”, “Section” or “Article” followed by a number or letter refer to the specified clause, Section or Article of this Agreement;

(c)

the division of this Agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(d)

words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders;

(e)

the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”;

(f)

the terms “party” and “the parties” refer to a party or the parties to this Agreement, and references to a Person in this Agreement means such Person or its successors or permitted assigns;

(g)

-27-

(h)

(i)

except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the first Business Day after such day.

1.3 Currency.

Any reference in this Agreement to currency or to “$”, unless otherwise expressly indicated, shall be to United States dollars. Any amounts to be advanced, paid, prepaid, or repaid shall be made in United States dollars.

1.4 Time of Essence.

Time shall be of the essence of this Agreement.

1.5 This Agreement to Govern.

If there is any inconsistency between the terms of this Agreement and the terms of the Security Documents, the provisions hereof shall prevail to the extent of the inconsistency.

1.6 Interest Act.

For the purposes of the Interest Act (Canada) and disclosure under such statute, whenever interest to be paid under this Agreement or any other Loan Document is to be calculated on the basis of a year of three-hundred sixty (360) days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or such other period of time, as the case may be.

1.7 No Subordination.

1.8 Schedules, etc.

The following are the schedule(s) attached to this Agreement:

-28-

Schedule A	—	Lender Commitments

Schedule 1.1.35	—	Form of Compliance Certificate

Schedule 1.1.37	—	Construction Budget

Schedule 1.1.38	Construction Contracts

Schedule 1.1.84	—	Material Contracts

Schedule 1.1.85	—	Material Orders

Schedule 1.1.86	—	Material Project Authorizations

Schedule 1.1.88		●

Schedule 1.1.110(t)	Permitted Encumbrances

Schedule 1.1.121	—	Project Real Property

Schedule 1.1.122	—	Project Schedule

Schedule 4.1.5	—	Corporate Structure

Schedule 4.1.6	—	Chief Executive Offices and Other Locations

Schedule 4.1.19	—	Bank Accounts

Schedule 4.1.23	—	Environmental Compliance

Schedule 4.1.24	[OMITTED SCHEDULE RELATING TO CERTAIN

EXISTING PAYMENT OBLIGATIONS]

Schedule 4.1.28(e)	—	Tax Audits and Proceedings

Schedule 4.1.33	—	Related Party Transactions

Schedule 4.1.35	—	Litigation

ARTICLE 2

TERM FACILITY

2.1 Establishment of Facility.

The Lenders, in reliance on each of the representations, warranties and covenants set out herein and upon and subject to the provisions of this Agreement, including without limitation the satisfaction of the conditions to the making of Advances hereunder set out in 7.1 and 7.2, hereby agree to make available to the Borrower a non-revolving term facility in a maximum initial principal amount of up to $350,000,000.

2.2 Availment.

2.2.1 The Facility will be available to the Borrower in multiple Advances, consisting of the First Advance and the Subsequent Advances, following the satisfaction of the respective conditions precedent to the First Advance and the Subsequent Advances, as applicable and as set forth herein, and provided that Subsequent Advances will be available starting 6 months following the Closing Date and ending 18 months following the Closing Date.

-29-

2.2.2 Each Subsequent Advance shall be in the minimum amount of $5,000,000 and integral multiples of $1,000,000 and a maximum amount of $50,000,000.

2.2.3 The Borrower shall provide at least 30 days’ prior written notice to the

Administrative Agent of any requested Advance under the Facility, including the amount to be drawn pursuant to such requested Advance and the date of the requested Advance. No advance shall be requested under the Facility within 30 days of another Advance.

2.2.4 Each Advance under the Facility shall be made to the Borrower at an original issue discount of 97%, which original issue discount shall not be a credit against the Interest Rate but shall constitute additional interest paid in advance, which additional interest represents an annual interest rate for the purposes of the Interest Act (Canada) on such Advance equal to 3% divided by the number of days from the date of such Advance to the Maturity Date multiplied by 365.

2.3 Calculation and Payment of Interest.

2.3.1 Subject to Section 3.2, interest shall accrue on the Principal Amount of the Loans from time to time at a per annum rate equal to the Interest Rate.

2.3.2 Interest on the Principal Amount of the Loans shall accrue from the date of the applicable Advance and on a day to day basis, both before and after default, demand, maturity and judgment, and shall be calculated on the basis of the actual number of days elapsed and on the basis of a year of 360 days.

2.3.3 Provided that no Event of Default is then continuing, accrued interest shall not be required to be paid in cash until the Maturity Date, but instead on each Quarterly Date accrued interest shall be added to the Principal Amount of the Loans and shall thereafter accrue interest at the Interest Rate.

2.4 Prepayment and Repayment of Loans.

2.4.1 Except as otherwise set forth herein, the Borrower shall not be required to make principal payments to the Lenders under the Facility until the Maturity Date. On the Maturity Date, the Borrower shall repay in full in cash the full Principal Amount of the Loans and all accrued and unpaid interest.

2.4.2 By written notice to the Lenders not more than 90 and not less than 30 days prior to the initial Maturity Date, the Borrower may at its option extend the Maturity Date for one additional period of 12 months provided that:

2.4.2.1 the Borrower shall have provided an officer’s certificate dated the date of the initial Maturity Date certifying that:

-30-

2.4.2.1.1 no Default or Event of Default is then continuing or would result from such extension;

2.4.2.1.2 all of the representations and warranties hereunder are true and correct as of such date as if made on such date, except for such representations and warranties that are specified herein to be true and correct as of a specific date;

2.4.2.1.3 no Material Adverse Effect has occurred since the date of the most recently delivered audited financial statements; and

2.4.2.2 the Borrower shall pay to the Lenders an extension fee in cash on the date that would have been the Maturity Date but for such extension equal to 2.5% of the Principal Amount of the Loans on such initial Maturity Date.

2.4.3 In the event that, in any Fiscal Year, the aggregate amount of Net Asset Disposition Proceeds received by the Obligors in such Fiscal Year is in excess of $10,000,000, then the Borrower shall, within 30 days of such $10,000,000 threshold being reached (and within ten (10) days of any further receipt of Net Asset Disposition Proceeds in such Fiscal Year), apply or cause to be applied an amount equal to 100% of all such Net Asset Disposition Proceeds in excess of $10,000,000, to repay all or a portion of the Principal Amount of the Loans, plus accrued and unpaid interest thereon. For greater certainty, this Section 2.4.3 is a continuing obligation for each Fiscal Year. Notwithstanding the foregoing, any Net Asset Disposition Proceeds that the Obligors intend to use within 90 days of receipt to invest in the Project and which are in fact used within such 90 days, or which within that same 90 day period, are committed pursuant to a plan provided to the Administrative Agent detailing the planned use of such proceeds to invest in the Project, which plan shall be effected within 365 days of the receipt of such proceeds, shall not be included in the calculation of such threshold.

2.4.4 In the event that, in any Fiscal Year, the aggregate amount of Net Equity Proceeds received by the Obligors in such Fiscal Year is in excess of $●, then the Borrower shall, within 30 days of such $● threshold being reached (and within ten (10) days of any further receipt of Net Equity Proceeds in such Fiscal Year), apply or cause to be applied an amount equal to 100% of all such Net Equity Proceeds in excess of $●, to repay all or a portion of the Principal Amount of the Loans, plus accrued and unpaid interest thereon. For greater certainty, this Section 2.4.4 is a continuing obligation for each Fiscal Year. Notwithstanding the foregoing, any Net Equity Proceeds that the Obligors intend to use within 90 days of receipt to invest in the Project and which are in fact used within such 90 days, or which within that same 90 day period, are committed pursuant to a plan provided to the Administrative Agent detailing the planned use of such proceeds to invest in the Project, which plan shall be effected within 365 days of the receipt of such proceeds, shall not be included in the calculation of such threshold. Notwithstanding the foregoing, in the event that Net Equity Proceeds received in the Fiscal Year ending December 31, 2018 are equal to or in excess of $150,000,000 then the Borrower may use $150,000,000 of such Net Equity Proceeds to exercise the 2018 Stream Option (as defined in the Stream Agreement) (and for greater certainty the excess of such Net Equity Proceeds above such $150,000,000 shall continue to be subject to the above provisions of this Section 2.4.4).

-31-

2.4.5 In the event that any Net Insurance Proceeds in a Fiscal Year have not been applied to repair and replace property as set forth in Section 3.12, such Net Insurance Proceeds (or the portion thereof allocable to the Facility pursuant to the Intercreditor Agreement) will within, the time period specified therein, be applied to repay all or a portion of the Principal Amount of the Loans, plus accrued and unpaid interest thereon. For greater certainty, this Section 2.4.5 is a continuing obligation for each Fiscal Year.

2.4.6 The Borrower may at its option voluntarily prepay the Principal Amount of the Loans, in whole or in part, at any time provided that:

(a)

such prepayment is in the minimum amount of $1,000,000 and integral multiples of $100,000 thereafter;

(b)

any such prepayment shall only be made on a Business Day and shall only be effected on at least ten (10) days’ notice in writing to the Administrative Agent, which notice, once given, shall be irrevocable and binding upon the Borrower; and

(c)

in respect of any such prepayment made prior to the second anniversary of the Closing Date, the Borrower shall pay to the Lenders a make-whole payment equal to 2.5% of the Principal Amount being prepaid.

ARTICLE 3

OTHER PROVISIONS RELATING TO THE FACILITY

3.1 Several Obligations.

Each Lender is severally liable for its Commitment and the Lenders are not jointly liable or jointly and severally liable.

3.2 Default Interest.

The Borrower shall pay to the Lenders interest on:

3.2.1 any amount not paid within three days of the due date therefor hereunder both before and after demand, default and judgment; and

3.2.2 at the option of the Administrative Agent exercisable (by delivery of written notice to the Borrower) upon the occurrence and during the continuance of an Event of Default, the Principal Amount of the Loans, at a rate per annum equal to (subject to and only to the extent permitted by Applicable Law) the Default Rate, calculated on a daily basis on the actual number of days elapsed in a 360 day year, computed from the date the amount becomes due for so long as the amount remains overdue.

-32-

Such interest shall be payable upon demand made by the Lenders and shall be compounded on each Quarterly Date.

3.3 Application of Payments.

Any amounts prepaid or repaid pursuant to Section 2.4 shall not be reborrowed, and the Lenders’ Commitments in respect thereof shall be cancelled. All amounts prepaid or repaid shall be applied (i) first, in reduction of the accrued and unpaid interest and all other amounts then outstanding, and (ii) second, in reduction of the Principal Amount of the Loans.

3.4 Payments Generally.

All payments made pursuant to this Agreement (in respect of principal, interest or otherwise) shall be made by the Borrower to the Lenders by way of deposit by or on behalf of the Borrower to the account specified therefor by the Lenders to the Borrower from time to time no later than 1:00 p.m. (New York City time) on the due date thereof. Any payments received after such time shall be considered for all purposes as having been made on the next following Business Day unless the applicable Lender otherwise agrees in writing. All payments hereunder shall be made to the Lenders pro rata according to their Applicable Percentage.

3.5 Payments - No Deduction.

All payments made in respect of this Agreement (in respect of principal, interest or otherwise) shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any Taxes, other than Excluded Taxes, provided that if the payor shall be required by law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any payment or sum payable to a Lender, the payment or sum payable shall be increased as may be necessary (“Additional Amounts”) so that after making all required deductions or withholdings, such Lender receives an amount equal to the sum it would have received if no deduction or withholding had been made and the payor shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law.

If a Lender becomes liable for any Tax, other than Excluded Taxes, imposed on any payments under this Agreement the payor shall indemnify such Lender for such Tax, and the indemnity payment shall be increased as necessary so that after the imposition of any Tax on the indemnity payment (including Tax in respect of any such increase in the indemnity payment), such Lender shall receive the full amount of Taxes for which it is liable and are due and payable, and, if requested by the Borrower, such Lender will use reasonable efforts to dispute the imposition or assertion of such Taxes by the relevant Governmental Body, all at the Borrower’s expense. A certificate as to the amount of such payment or liability delivered to the Borrower by such Lender shall be conclusive absent manifest error.

-33-

If a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the payor or with respect to which the payor has paid Additional Amounts pursuant to this Section 3.5 or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the payor an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or Additional Amounts paid, by the payor under this Section 3.5 with respect to the Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of such Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The payor, upon the request of a Lender, agrees to repay the amount paid over to the payor (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to such Lender if such Lender is required to repay such refund or reduction to such Governmental Body. If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, the applicable Lender shall use its commercially reasonable efforts to cooperate with the Borrower in challenging such Taxes at the Borrower’s cost and expense if so requested by the Borrower; provided that such Lender does not reasonably determine that such challenge could be prejudicial to it. This paragraph shall not be construed to require a Lender to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

Any Foreign Lender that is entitled (without material cost or material administrative burden to such Lender) to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall, at the request of the Borrower, deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements.

Notwithstanding anything herein to the contrary, the Borrower shall not be required pursuant to this Section 3.5 to pay and Additional Amounts to, or to indemnify, any Lender that is an assignee of all or any interest in this Agreement except to the extent that the assignor to such Lender would have been entitled to receive Additional Amounts or indemnity payments from the Borrower pursuant to this Section 3.5 (and provided that nothing in this paragraph shall be construed as relieving the Borrower from any obligation to make such payments or indemnification to any assignor).

3.6 Obligations of Lenders to Mitigate.

3.6.1 If any Lender requests compensation under Section 3.5, or requires the Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, acting reasonably, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.5 in the future and (ii) would not subject such Lender to any unreimbursed cost, expense or administrative burden and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

-34-

3.6.2 If any Lender requires the Borrower to pay any additional amount to such Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5 and such Lender has not, after request by the Borrower, designated a different lending office for funding or booking its Borrowings hereunder or assigned its rights and obligations hereunder to another of its offices, branches or Affiliates, the Borrower may, at its sole expense and effort, upon ten (10) days’ notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.5), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee designated by the Borrower that shall assume such obligations (which assignee designated by the Borrower may be another Lender, if a Lender accepts such assignment), provided that:

(a)

the assigning Lender receives payment of an amount equal to the Principal Amount of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents;

(b)

such assignment will result in a reduction in payments required to be made pursuant to Section 3.5 thereafter;

(c)

such assignment does not conflict with Applicable Law; and

(d)

a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

3.7 Illegality.

If any Applicable Law comes into force after the Closing Date, or if any change in any existing Applicable Law or in the interpretation or application thereof by any court or Governmental Body now or hereafter makes it unlawful for a Lender to have advanced or acquired an interest in the Loan or to give effect to its obligations in respect thereof, such Lender may, by written notice thereof to the Borrower, declare its obligations under this Agreement to be terminated, and the Borrower shall prepay, within the time required by such law, the Principal Amount of the Loans together with accrued interest thereon and any other amounts owing under this Agreement as may be applicable to the date of such payment. If any such event shall, in the opinion of such Lender, only affect part of its obligations under this Agreement, the remainder of this Agreement shall be unaffected and the obligations of the Borrower under the Loan Documents shall continue. For clarity, no amount shall be payable by the Borrower pursuant to Section 2.4.6(c) hereof in connection with any payment required to be made by the Borrower pursuant to this Section. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

-35-

3.8 Change in Circumstances.

If the introduction of or any change in any Applicable Law relating to a Lender or any change in the interpretation or application thereof by any Governmental Body or compliance by a Lender with any request or direction of any Governmental Body:

3.8.1 subjects such Lender or causes the withdrawal or termination of a previously granted exemption with respect to any Taxes or changes the basis of taxation of payments due to the Lender or increases any existing Taxes on payments of amounts owing to such Lender (other than Excluded Taxes);

3.8.2 imposes, modifies or deems applicable any reserve, liquidity, cash margin, capital, special deposit, deposit insurance or assessment, or any other regulatory or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for loans by, such Lender;

3.8.3 imposes on such Lender or requires there to be maintained by such Lender any capital adequacy or additional capital requirement (including, without limitation, a requirement which affects such Lender’s allocation of capital resources to its obligations) in respect of such Lender’s obligations hereunder; or

3.8.4 imposes on such Lender any other condition or requirement with respect to this Agreement (other than Excluded Taxes); and such occurrence has the effect of:

3.8.5 increasing the cost to such Lender of agreeing to make or making, maintaining or funding the Facility, any Advance, any Loan or any portion thereof;

3.8.6 reducing the amount of the Obligations owing to such Lender;

3.8.7 directly or indirectly reducing the effective return to such Lender under this Agreement or on its overall capital as a result of entering into this Agreement or as a result of any of the transactions or obligations contemplated by this Agreement (other than a reduction resulting from a higher rate of income tax being imposed on such Lender’s overall income); or

3.8.8 causing such Lender to make any payment or to forego any interest, fees or other return on or calculated by reference to any sum received or receivable by such Lender hereunder;

-36-

then such Lender shall also provide a notice to the Borrower with sufficient particulars (including, for greater certainty, the details of calculations relevant thereto), the facts relevant to the application of this Section 3.8, and, absent manifest error in such notice, the Borrower shall promptly upon demand by such Lender pay or cause to be paid to such Lender such additional amounts as shall be sufficient to fully indemnify such Lender for such additional cost, reduction, payment, foregone interest or other return provided that the Borrower shall not be required to pay such additional amounts unless such additional amounts are being demanded by such Lender as a general practice from its borrowers similarly obligated. Such Lender shall provide to the Borrower a certificate in respect of the foregoing which incorporates reasonable supporting evidence thereof and any such certificate will be prima facie evidence thereof except for manifest error.

For purposes of the foregoing, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, regulations, guidelines or directives whether concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed a “change in Applicable Law” regardless of the date enacted, adopted, applied or issued.

3.9 Payment of Costs and Expenses.

The Borrower shall pay to the Administrative Agent and the Lenders on demand all reasonable and documented costs and expenses of the Administrative Agent and the Lenders and their respective agents and counsel, and any receiver or receiver-manager appointed by them or by a court (including, without limitation, all reasonable fees, expenses and disbursements of legal counsel) in connection with this Agreement and the other Loan Documents, including, without limitation:

3.9.1 the preparation, negotiation, and completion of the Loan Documents or any actual or proposed amendment or modification thereof or any waiver thereunder and all instruments supplemental or ancillary thereto;

3.9.2 reasonable fees and expenses of the Lenders incurred as part of the Lenders’ due diligence;

3.9.3 the reasonable and documented fees and expenses of the Lenders’ mining and other technical consultants, including any such fees and expenses incurred as part of the Lenders’ due diligence;

3.9.4 the registration, maintenance and/or discharge of any of the Security in any public record office;

3.9.5 obtaining advice as to the Administrative Agent’s or the Lenders’ rights and responsibilities under this Agreement or the other Loan Documents; and

-37-

3.9.6 the defence, establishment, protection or enforcement of any of the rights or remedies of the Lenders under this Agreement or any of the other Loan Documents including, without limitation, all costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under, any of the Security Documents or any enforcement of the Security provided that in respect of fees and expenses of legal counsel to the Administrative Agent and the Lenders the Borrower shall only be required to pay (i) the reasonable fees and expenses of counsel to each of the initial Lenders and the Administrative Agent hereunder up to the date of the initial Advance hereunder, (ii) the reasonable fees and expenses of counsel to each of the initial Lenders and the Administrative Agent hereunder following the date of the initial Advance hereunder solely in respect of any post-closing items that are required as a result of a waiver by the Lenders of any condition precedent to such first Advance, (iii) other than as set forth in (ii) above, following the date of the first Advance, the reasonable fees and expenses of one set of counsel for the Administrative Agent and the Lenders in aggregate in each applicable jurisdiction, except to the extent that a material dispute or conflicting interest arises between any of the Lenders in which case each such Lender shall be entitled to its own counsel.

3.10 Indemnities.

3.10.1 The Borrower shall indemnify and save harmless the Administrative Agent and the Lenders from all claims, demands, liabilities, damages, losses, costs, charges and expenses (including, subject to Section 3.9 as applicable, the reasonable and documented fees, expenses and disbursements of one outside legal counsel, per applicable jurisdiction to the Lenders and, in the case of an actual or perceived conflict of interest where the party to be indemnified affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), which may be incurred by the Administrative Agent or the Lenders as a consequence of or in respect of (a) default by the Borrower in the payment when due of any Obligation or any other Default or Event of Default hereunder which is continuing, (b) the entering into by the Administrative Agent and the Lenders of this Agreement and any amendment, waiver or consent relating hereto, and the performance by the Administrative Agent and the Lenders of their obligations under this Agreement (which for greater certainty will not include any grossly negligent act or wilful misconduct on the part of the Administrative Agent or any Lender or any changes in the value of the Loans as a result of market interest rate fluctuations and credit rate spread), (c) the application by the Borrower of the proceeds of the Facility, or (d) the Project. A certificate of an officer of the Administrative Agent or the applicable Lender as to any such claim, demand, liability, damage, loss, cost, charge or expense and containing reasonable details of the calculation shall be, absent manifest error, prima facie evidence of the amount of such claim, demand, liability, damage, loss, cost, charge or expense.

3.10.2 The Borrower shall indemnify and save harmless the Administrative Agent and each Lender and their Affiliates, agents, officers, directors and employees (each an “Indemnified Party”) from all claims, demands, liabilities, damages, losses, costs, charges and expenses (including without limitation any investigatory, remedial, clean-up, compliance or preventative costs, charges and expenses) (collectively, “Claims”) which may be asserted against or incurred by such Indemnified Party under or on account of any applicable Environmental Law (including the assertion of any Encumbrance thereunder), whether upon realization of the Security, or as a lender to the Borrower, or as successor to or assignee of any right or interest of any Obligor or as a result of any order, investigation or action by any Governmental Body relating to any one of their business or property, including without limitation any Claims arising from:

-38-

(a)

the Release of a Hazardous Substance, the threat of the Release of any Hazardous Substance, or the presence of any Hazardous Substance affecting the real or personal property of any Group Member, whether or not the Hazardous Substance originates or emanates from such Group Member’s property or any other real property or personal property located thereon;

(b)

the Release of a Hazardous Substance owned by, or under the charge, management or control of any Group Member or any predecessors or assignors thereof;

(c)

any costs of removal or remedial action incurred by any Governmental Body or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources in relation to the real property or personal property of any Group Member or any contiguous real property or personal property located thereon, including reasonable and documented costs of assessing such injury, destruction or loss incurred pursuant to Environmental Law;

(d)

liability for personal injury or property damage arising by reason of any civil law offences or quasi-criminal offences or under any statutory or common tort law theory and any and all other third party Claims of any and every nature whatsoever, including, without limitation, damages assessed for the maintenance of a public or private nuisance or for the carrying on of a dangerous activity at, near, or with respect to the real or personal property of any Group Member; and/or

(e)

any other matter relating to the environment and Environmental Law affecting the property or the operations and activities of any Group Member within the jurisdiction of any Governmental Body;

except for any such Claims that a non-appealable court of competent jurisdiction determined arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct.

3.11 Maximum Rate of Interest.

Notwithstanding anything herein or in any of the other Loan Documents to the contrary:

3.11.1 in the event that any provision of this Agreement or any other Loan Document would oblige the Borrower to make any payment of interest or other amount payable to the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal or prohibited rate (as such terms are construed under the Criminal Code (Canada) or any other Applicable Law), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with the same effect as if adjusted at the Closing Date to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary in each case, as follows:

-39-

(a)

by reducing any fees and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada) or any other Applicable Law;

(b)

by reducing the amount or rate of interest exigible under Sections2.2.4, 2.3 and 3.2; and

(c)

any amount or rate of interest referred to in this Section 3.11 shall be determined in accordance with generally accepted actuarial practices and principles over the maximum term of this Agreement (or over such shorter term as may be required by Section 347 of the Criminal Code (Canada) or any other Applicable Law) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination, absent manifest error.

3.12 Net Insurance Proceeds.

To the extent any Obligor receives Net Insurance Proceeds, (i) if the aggregate amount of such Net Insurance Proceeds received by the Obligors in any Fiscal Year is not greater than $●, the Obligors may retain the entire amount of such proceeds, (ii) if the aggregate amount of such Net Insurance Proceeds received by the Obligors in any Fiscal Year is in excess of $● but less than $●, the Obligors shall use the amount of such proceeds as are in excess of $● either (a) to repair, reconstruct and/or replace the property that was the subject of the loss giving rise to such Net Insurance Proceeds, or (b) to the extent not so used to repair, reconstruct and/or replace such property within 365 days of receipt thereof, to make a repayment to the Lenders pursuant to Section 2.4.5, and (iii) if the aggregate amount of such Net Insurance Proceeds received by the Obligors in any Fiscal Year are in excess of $●, such proceeds shall be paid over to the Administrative Agent to hold, then (A) (I) if the Borrower shall have provided the Lenders with a repair and reconstruction plan and budget which shall demonstrate to the satisfaction of the Majority Lenders, acting reasonably, that the restoration of the Project in accordance with such plan is technically and economically feasible prior to the Maturity Date, (II) the Majority Lenders have consented to such repair and/or reconstruction, such consent not to be unreasonably withheld or delayed, and (III) the Administrative Agent, acting reasonably, is reasonably satisfied that a sufficient amount of funds is or will be available to the Borrower to complete the required repair and/or reconstruction and after the completion thereof, the Project will be able to continue to service the Loans and pay all other amounts due to the Administrative Agent and the Lenders as and when due, such Net Insurance Proceeds shall be made available by the Administrative Agent to the Borrower to pay and satisfy costs incurred by the Borrower in connection with the repair and/or reconstruction and restoration of the Project, or (b) if the foregoing conditions set out in clause (a) are not satisfied, or the Borrower elects not to so repair and/or reconstruct and restore the Project, then the Net Proceeds shall be used to make a repayment to the Lenders as provided for in Section 2.4.5.

-40-

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Borrower and the Borrower.

The Borrower and, where applicable, each Guarantor represents and warrants to the Administrative Agent and the Lenders at the date hereof, and as of the date of each Advance and each Compliance Certificate hereunder, as follows:

4.1.1 Organization and Powers. Each Obligor: (i) has been duly incorporated or formed and is validly existing under the laws of its incorporation or formation, as applicable; (ii) has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to own and lease its property and assets and to carry on its business; (iii) has all requisite corporate power and authority or, if such entity is not a corporation, such other power and authority, to enter into each of the Loan Documents to which it is or will become a party, and to perform its obligations thereunder; and (iv) is qualified, licensed or registered to do business in all material respects in each jurisdiction in which the nature of its business or the property or assets owned or leased by it make such qualification, licensing or registration necessary. No proceeding has been instituted or, to the Borrower’s Knowledge, threatened in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, licensing or registration. Each Obligor is up-to-date in all material respects in all of its corporate filings and is (if applicable) in good standing in all material respects under Applicable Laws.

4.1.2 Authorization; No Conflict. The execution and delivery by each Obligor of the Loan Documents to which it is a party, and the performance by it of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate or other action on its part and do not and will not: (i) contravene any provision of its constating documents or any resolution of its shareholders, partners or directors (or any committee thereof); (ii) conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving of notice or lapse of time or both), any Material Contract; (iii) violate any Applicable Law; or (iv) other than as contemplated by the Loan Documents, result in, or require, the creation or imposition of any Encumbrance on any property or assets of an Obligor.

4.1.3 Execution; Binding Obligation. Each Loan Document to which an Obligor is or will become a party: (i) has been, or when delivered under or in connection with this Agreement will be, duly executed and delivered by the applicable Obligor; and (ii) constitutes, or when delivered under or in connection with this Agreement will constitute, a legal, valid and binding agreement of such Obligor, enforceable against such Obligor in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction.

-41-

4.1.4 Consents. No Obligor is required to give any notice to, make any filing with or obtain any Authorization, Order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under any Loan Document or the consummation of the transactions contemplated herein and therein other than (i) those that have already been obtained and copies of which have been provided to the Administrative Agent, including the TSX’s acceptance of the transactions contemplated herein that require TSX approval, and (ii) the filings required to be made prior to or following the Closing Date under the rules of the TSX.

4.1.5 Subsidiaries; Other Ventures. Schedule 4.1.5 sets forth the true and complete list of all Subsidiaries of the Borrower, including the type and number of issued and outstanding shares or other equity interests of each such Subsidiary and the Person in whose name such shares or equity interests are registered. No Person (other than the Borrower or another Obligor) has any option, warrant, right (pre-emptive, contractual or otherwise) or other security or conversion privilege of any kind that is exercisable or convertible into, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire (whether or not subject to conditions) common shares or other equity interests of any Subsidiary of the Borrower. No Obligor is engaged in any joint purchasing arrangement, joint venture, partnership or other joint enterprise with any other Person. No Person has a direct or indirect ownership interest in any Subsidiary of the Borrower, the Project or the Project Real Property, other than the Obligors.

4.1.6 Chief Executive Office and Other Locations. The principal place of business and chief executive office of each Obligor as of the date hereof is set out in Schedule 4.1.6. The minute books and material corporate records of each Obligor are located at the address set out in Schedule 4.1.6, and the only other offices and/or locations (other than the Project Real Property) where it keeps any tangible Collateral (except for inventory which is in transit) having an aggregate fair market value in excess of $1,000,000 or conducts any of its business as of the date hereof are set forth in Schedule 4.1.6.

4.1.7 Residence for Tax Purposes. The Borrower and each Guarantor is a resident of Canada (and no other jurisdiction) for tax purposes.

4.1.8 Solvency. No Obligor is insolvent and no Obligor would, as a consequence of obtaining the Facility and incurring the Obligations hereunder, reasonably be expected to become insolvent, within the meaning of Applicable Law.

4.1.9 No Defaults; Material Contracts. No event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) has contravened, conflicted with or resulted in, or may contravene, conflict with or result in, a violation or breach of, or give an Obligor or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract, Material Project Authorization or Material Order to which it is a party or by which it or its properties and assets may be bound, and, to the Borrower’s Knowledge, each other Person that is party thereto is in compliance in all material respects with the terms and requirements thereof. Without limiting the generality of the foregoing:

-42-

(i)

all Material Contracts as of the date hereof are set out in Schedule 1.1.84, and true and complete copies thereof have been made available to the Administrative Agent;

(ii)

there are no material uncured breaches or defaults by any Obligor or, to the Borrower’s Knowledge, by any counterparty thereto, under any Material Contract. All of the Material Contracts set out in Schedule 1.1.84 have been entered into and are in full force and effect, unamended as of the date hereof (except pursuant to amendments identified in Schedule 1.1.84);

(iii)

to the Borrower’s Knowledge, neither any Obligor nor any counterparty thereto has grounds for rescission, avoidance or repudiation of any Material Contract and no Obligor has received notice from any counterparty to any Material Contract of any intention on the part of such counterparty to terminate any such Material Contract or repudiate or disclaim any transaction contemplated thereby.

4.1.10 Construction Contracts. The Construction Contracts are all of the material contracts related to the construction of the Project that have been entered into as of the date of the making or deemed repetition of this representation and warranty.

4.1.11 Title to Real Property. Schedule 1.1.121 sets out a complete and accurate list of the Project Real Property. PEI and 089, subject to Permitted Encumbrances:

(i)

have valid and subsisting leasehold title to all leases of real property included within the Project Real Property; and

(ii)

are the recorded holder of all of the legal right, title and interest in the mineral claims and mining leases included in the Project Real Property and PEI owns the entire beneficial interest in and to all of the mineral claims and mining leases included in the Project Real Property;

The Project Real Property is free and clear of all Encumbrances other than Permitted Encumbrances. Except as disclosed in Schedule 1.1.121 as of the date hereof, no Obligor holds any freehold, leasehold or other real property interests or rights (including licenses from landholders permitting the use of land, leases, rights of way, occupancy rights, surface rights and easements), which are required in connection with the development, construction and operation of the Project in accordance with the Mine Plan.

4.1.12 Other Collateral. The Obligors have good and valid title to, or leasehold interest in, all other Collateral that is not Project Real Property, free and clear of all Encumbrances other than Permitted Encumbrances.

-43-

4.1.13 Project Property. Without limiting the generality of Section 4.1.11 and Section 5.1.9:

(i)

all of the Project Property is owned by the Obligors, and, other than pursuant to any Permitted Encumbrances, no Person other than the Obligors has any right, title or interest in or to the Project Property;

(ii)

(iii)

other than pursuant to the Existing Project Royalty, ●, the Offtake Agreement and the Stream Agreement, any Permitted Encumbrance and Taxes payable to any Governmental Body, none of the Project Real Property or any Minerals produced therefrom are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty; and

(iv)

other than pursuant to the Existing Project Royalty, the Offtake Agreement, the Stream Agreement, Permitted Encumbrances, ● and Applicable Laws, there are no restrictions on the ability of the Obligors to exploit the Project Real Property.

4.1.14 Maintenance of Project Property. All mineral claim maintenance fees, recording fees, Taxes and other amounts required to be paid, all other actions required to be taken and all other obligations required to be satisfied in order to maintain the Project Property in good standing as necessary to permit the development, construction and operation of the Project substantially in accordance with the Mine Plan, have been paid, taken and satisfied in all material respects.

4.1.15 No Expropriation. Neither the Collateral, nor any material part thereof, has been taken or expropriated by any Governmental Body nor has any notice been given or proceeding commenced by a Governmental Body in respect thereof nor, to the Borrower’s Knowledge, is there any intent or proposal to give any such notice or commence any such proceeding.

4.1.16 Insurance. The Collateral and the businesses and operations of the Obligors are insured with reputable insurance companies (not Affiliates of the Borrower) in such amounts, with such deductibles and covering such risks as is consistent with insurance carried by reasonably prudent participants in similar businesses in similar locations, and such coverage is in full force and effect, and no Obligor has breached the terms and conditions of any policies in respect thereof nor failed to promptly give any notice or present any material claim thereunder. There are no material claims by any Obligor under any such policy as to which any insurer is denying liability or defending under a reservation of rights clause. To the Borrower’s Knowledge, each of the Obligors will be able to (i) renew existing insurance coverage as and when such policies expire or (ii) obtain comparable insurance coverage from similar institutions as may be necessary or appropriate to conduct its business and at a commercially reasonable cost.

-44-

4.1.17 Material Project Authorizations. The Obligors have obtained or been issued all Material Project Authorizations required to the date hereof. Without limiting the foregoing, the Obligors have obtained or been issued all Project Authorizations other than such Authorizations and Other Rights (A) that, on the date this representation and warranty is made or deemed made, are not necessary for the conduct of development activities for the Project as such activities are currently being conducted, but that are expected to be obtained, in the ordinary course of business, by the time they are necessary for the conduct of development activities for the Project and the eventual commencement and ongoing commercial production from the Project, as applicable, (collectively, “Future Authorizations”) or (B) the failure of which to be obtained would not reasonably be expected to adversely affect in any material respect the ability of the Obligors to develop and construct the Project or to realize the commencement and ongoing operation of commercial production (including commercial production transactions) therefrom substantially in accordance with the Mine Plan. Without limiting the foregoing:

(i)

all Material Project Authorizations which have been obtained or issued as of the date hereof are set out in Schedule 1.1.86, true and complete copies thereof have been made available to the Administrative Agent, and no Obligor is in any material respect in breach or default of the terms and conditions thereof; all of such Material Project Authorizations are in good standing in all material respects, and no proceeding is pending or, to the Borrower’s Knowledge, threatened in writing to revoke or limit in any material respect any such Material Project Authorization; and

(ii)

to the Borrower’s Knowledge, there are no facts or circumstances that would reasonably be expected to prevent the issuance, renewal or obtaining of any Material Project Authorizations (whether obtained or issued or to be obtained or issued), subject to the discretion of Governmental Bodies with respect to the issuance of Future Authorizations.

4.1.18 Construction Budget. The expenses identified in the Construction Budget and Project Schedule represent the Borrower’s best estimate (based on assumptions reasonably made the time such estimate was prepared) of projected expenses and schedule for the period covered thereby.

4.1.19 Bank Accounts. The Borrower has no bank accounts other than as set out in Schedule 4.1.19.

-45-

4.1.20 Applicable Laws; Conduct of Operations. the Borrower and its Subsidiaries, including in the conduct of operations at the Project, are and have been in compliance in all material respects with all Applicable Laws and, without limiting the generality of the foregoing, all exploration, development and mining operations in respect of the Real Property have been conducted in accordance with Good Industry Practice and all material workers’ compensation and health and safety regulations have been complied with. There are no pending or, to the Borrower’s Knowledge, proposed changes to Applicable Laws that would render illegal or materially restrict the development and construction of the Project or the conduct of operations at the Project, or that could otherwise reasonably be expected to result in a Material Adverse Effect.

4.1.21 AML Legislation. Without limiting the generality of Section 4.1.20, the Obligors are in compliance with, and have not been charged under, AML Legislation.

4.1.22 Anti-Corruption and Sanctions. Without limiting the generality of Section 4.1.20, the Group Members and, to the Borrower’s Knowledge, their respective directors, officers and employees, are in compliance with and have not been charged under, Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in any Group Member being designated as a Sanctioned Person or Sanctioned Entity. None of the Group Members or, to the Borrower’s Knowledge, any of their respective directors, officers or employees, (i) has, in violation of Applicable Law, used, or authorized the use of, any funds of any Obligor for any contribution, gift, entertainment or other expenses relating to political activity, (ii) has, in violation of Applicable Law, made or authorized the making of any direct or indirect bribe, rebate, payoff, influence payment, kickback or other payment to any domestic or foreign government official or employee, or (iii) is a Sanctioned Person or a Sanctioned Entity. No Advance, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

4.1.23 Environmental Compliance. Without limiting the generality of Section 4.1.20:

(i)

except as disclosed in Schedule 4.1.23, the Obligors, including without limitation the conduct of operations at the Project, have been and are in compliance in all material respects with all Environmental Laws;

(ii)

the Obligors have obtained all Material Project Authorizations required under Environmental Laws, other than Future Authorizations, which are necessary to construct, develop and operate the Project substantially in accordance with the Mine Plan;

(iii)

except as disclosed in Schedule 4.1.23, the Obligors have not used or permitted to be used, except in compliance in all material respects with all Environmental Laws, any of the Real Property to release, dispose, recycle, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance;

-46-

(iv)

to the Borrower’s Knowledge, there is no presence of any Hazardous Substance on, in or under any of the Project Real Property and no Hazardous Substances will be generated from the Borrower’s or any other Obligor’s use of such Project Real Property (including without limitation as a result of the conduct of operations at the Project), except for any such presence or generation as will in all material respects be in compliance with all Environmental Laws;

(v)

none of the Obligors, nor any of the Real Property, is subject to any pending or, to the Borrower’s Knowledge, threatened material:

(A)

claim, notice, complaint, allegation, investigation, application, order, requirement or directive that relates to matters covered by Environmental Law, and which may require or result in any work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures (and, to the Borrower’s Knowledge, there is no basis for such a claim, notice, complaint, allegation, investigation, application, order, requirement or directive); or

(B)

allegation, demand, direction, Order, notice or prosecution with respect to any matter covered by Environmental Law applicable thereto including any laws respecting the use, storage, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance (including without limitation tailings, waste rock, sediment from erosion, wastewater and surface water run-off) from the Real Property and no Obligor has settled any allegation of non-compliance with Environmental Laws prior to prosecution;

(vi)

the Borrower has made available to the Administrative Agent a true and complete copy of each material environmental audit, assessment, study or test of which it is aware relating to the Real Property, including any environmental and social impact assessment study reports; and

(vii)

there are no material environmental liabilities in respect of the operations at the Project other than those identified in the Material Project Authorizations; and

(viii)

as of the date hereof, there are no pending or, to the Borrower’s Knowledge, proposed (in writing) changes to Environmental Laws or environmental Authorizations referred to in paragraph (ii) above that would render illegal or materially restrict the conduct of operations at the Project, or that could otherwise reasonably be expected to result in a Material Adverse Effect.

4.1.24 ●

-47-

4.1.25 Employee and Labour Matters. The Obligors are in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages; there is not currently any labour disruption or conflict involving any Obligor or directly affecting the Project. None of the Obligors are a party to a collective bargaining agreement.

4.1.26 Security. The Borrower and its Subsidiaries have implemented security practices and procedures at the Project consistent with Good Industry Practice.

4.1.27 Employee Benefit Plans. No Obligor is party to or liable for a defined benefit plan. No Employee Benefit Plan has any unfunded liabilities, determined in accordance with IFRS, that have not been fully accrued on the Financial Statement or that will not be fully offset by insurance. All Employee Benefit Plans are registered where required by, and are in good standing under, all Applicable Laws. For purposes of this Section 4.1.27, “Employee Benefit Plan” means any employee benefit plan, program, policy or arrangement sponsored, maintained or contributed to by any Obligor or any of its Affiliates or with respect to which any Obligor or any of its Affiliates has any liability or obligation.

4.1.28 Taxes.

(a)

Except for any such Taxes, assessments and reassessments which a Group Member is contesting in good faith and in respect of which adequate reserves have been established in accordance with IFRS:

(i)

all Taxes due and payable by the Group Members (whether or not shown due on any Tax Returns and whether or not assessed (or reassessed) by the appropriate Governmental Body) have been timely paid when due; and

(ii)

all assessments and reassessments received by any Group Member in respect of Taxes have been paid when due.

(b)

All Tax Returns required by Applicable Law to be filed by or with respect to any Group Member have been properly prepared and timely filed when due and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct in all material respects, and no material fact or facts have been omitted therefrom which would make any such Tax Returns misleading in any material respect.

(c)

Adequate provision has been made by the Borrower in the Financial Statements for all Taxes for any period for which Tax Returns are not yet required to be filed, or for which Taxes are not yet due or payable, up to the date of the most recent financial statements contained in the Public Disclosure Documents.

(d)

Since the date of the most recent financial statements contained in the Public Disclosure Documents, no Group Member has incurred any material liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material liability, whether actual or contingent, for Taxes, other than in the ordinary course of business.

-48-

(e)

Except as disclosed in Schedule 4.1.28(e), no audit or other proceeding by any Governmental Body is pending or, to the Borrower’s Knowledge, threatened (in writing) with respect to any Taxes due from or with respect any Group Member, and no Governmental Body has given written notice of any intention to assert any material deficiency or material claim for additional Taxes against any Group Member. There are no matters under audit or appeal or in dispute with any Governmental Body relating to Taxes.

(f)

No Governmental Body of a jurisdiction in which a Group Member does not file Tax Returns has made any written claim that any Group Member is or may be subject to taxation by such jurisdiction. To the Borrower’s Knowledge, there is no basis for a claim that any Group Member is subject to Tax in a jurisdiction in which such Group Member does not file Tax Returns.

(g)

There are no outstanding agreements, waivers, objections or arrangements extending the statutory period of limitations applicable to any claim for Taxes due from or with respect to any Group Member for any taxable period, nor has any such agreement, waiver, objection or arrangement been requested. Other than the requirement to renounce “Canadian exploration expenses”, no Group Member is bound by any tax sharing, allocation or indemnification or similar agreement.

(h)

The Group Members have withheld or collected any Taxes that are required by Applicable Law to be withheld or collected and have paid or remitted, on a timely basis, the full amount of any Taxes that have been withheld or collected, and are due, to the applicable Governmental Body.

4.1.29 Intellectual Property. Each of the Obligors owns, licenses or otherwise has the right to use all material licenses, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, authorizations and other intellectual property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto (other than any intellectual property the absence of which or any such infringement upon or conflict with respect to which would not have a material impact on the Obligors’ ability to develop, construct or operate the Project and carry on the Business). No claim or litigation regarding any of the foregoing is pending or, to the Borrower’s or the Borrower’s Knowledge, threatened.

4.1.30 Books and Records. The minute books and corporate records of each Obligor are up to date in all material respects and contain all minutes of all meetings and all resolutions of the shareholders or directors (or any committee thereof), as applicable, of the relevant Obligor.

-49-

4.1.31 Financial Statements.

(a)

The Financial Statements have been prepared in accordance with IFRS applied on a consistent basis and complied, as of their date of filing, with the applicable published rules and regulations of any stock exchange on which the Borrower’s securities are listed and Securities Laws, and the Financial Statements present fairly, in all material respects, the financial condition of the Borrower and its Subsidiaries, on a consolidated basis, as at the date specified therein and for the period then ended. the Borrower does not intend to correct or restate, nor, to the Borrower’s Knowledge, is there any basis for any correction or restatement of, any aspect of the Financial Statements.

(b)

There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Borrower or any of its Subsidiaries with unconsolidated entities or other Persons.

(c)

PricewaterhouseCoopers LLP has been the auditor of the Borrower since its inception and is “independent” as required under Securities Laws. There has never been a “reportable event” (within the meaning of National Instrument 51102 Continuous Disclosure Obligations of the Canadian Securities Administrators) with the present or any former auditor of the Borrower.

(d)

The Borrower is in compliance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators.

4.1.32 Absence of Change. Except as disclosed in the Public Disclosure Documents as of the date hereof or as permitted by this Agreement after the date hereof, since December 31, 2014, there has been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

4.1.33 Related Party Transactions. Except as disclosed in the Public Disclosure Documents as of the date hereof or as permitted by this Agreement after the date hereof, no Obligor has: (i) made any payment or loan to, or borrowed any moneys from or otherwise been indebted to, any Related Party thereof; or (ii) except as disclosed in Schedule 4.1.33 been a party to any Contract with any Related Party thereof, other than independent contractor or indemnification agreements entered into with officers or directors of such Obligor. Any transactions between an Obligor and a Related Party have been completed on reasonable commercial terms that, considered as a whole, are not in any material respect less advantageous to such Obligor, as the case may be, than if the transaction was with a Person dealing at arm’s length with such Obligor, as the case may be.

4.1.34 No Liabilities. No Obligor has any material liabilities, contingent or otherwise, other than those reflected in the Financial Statements or after the date hereof as otherwise permitted pursuant to the Loan Documents.

-50-

4.1.35 Litigation. Other than as set forth in Schedule 4.1.35, (a) there are no material Orders which remain unsatisfied against any Group Member or material consent decrees or injunctions to which any Group Member is subject, and (b) there are no material investigations, actions, suits or proceedings at law or in equity, by or before any Governmental Body which are pending or, to the Borrower’ Knowledge, threatened in writing against any Group Member (or any of its properties or assets) or otherwise having a material impact on the ability of the Obligors to develop, construct or operate the Project in accordance with the Mine Plan and, to Borrower’s Knowledge, there is no ground on which any such action, suit or proceeding might be commenced.

4.1.36 Debt Instruments. No Obligor has any Debt other than the Obligations and Debt permitted under this Agreement.

4.1.37 No Subordination. There is no Contract to which an Obligor is a party or by which it or any of its properties or assets may be bound that requires the subordination in right of payment of any of the Obligations under the Loan Documents to any other obligation of such Obligor.

4.1.38 Regulatory Compliance.

(i)

the Borrower is a “reporting issuer” (or the equivalent) in each of the provinces and territories in Canada (other than Quebec) and the State of New York and is not included on a list of defaulting reporting issuers maintained by the Securities Regulators. The Borrower has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer, and has not received any notification from a Securities Regulator seeking to revoke the Borrower’s reporting issuer status.

(ii)

All material filings and fees required to be made and paid by the Borrower pursuant to Securities Laws have been made and paid when due.

(iii)

Since December 31, 2014, as of their respective filing dates, each of the Public Disclosure Documents complied with the requirements of applicable Securities Laws in all material respects and none of the Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading in any material respect. There is no material change (as defined in the Securities Act (British Columbia) as of the date hereof relating to the Borrower which has occurred and with respect to which the requisite material change report has not been filed with Canadian Securities Regulators and made publicly available on SEDAR. The Borrower has not filed any confidential material change report or other confidential report with any Securities Regulator or other Governmental Body which at the date hereof remains confidential.

-51-

4.1.39 Technical Disclosure. The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves and technical reports disclosed in the Public Disclosure Documents for the Project have been prepared and disclosed in accordance with Applicable Law. The Borrower is in compliance, in all material respects, with the requirements prescribed by National Instrument 43-101 (as in effect on the date of publication of the relevant report or information). The mineral resources or mineral reserves (or any other material aspect of any technical reports) as disclosed in the Public Disclosure Documents were not at the date of disclosure, inaccurate in any material respect. At the date hereof, there are no outstanding unresolved comments of the TSX, the NYSE or any Securities Regulator in respect of the technical disclosure made in the Public Disclosure Documents. To the Borrower’s Knowledge, there has been no material reduction in the aggregate amount of estimated mineral resources and reserves for the Project from the amounts last disclosed publicly by the Borrower in the Public Disclosure Documents.

4.1.40 No Default. No Default or Event of Default has occurred and is continuing under any Loan Document.

4.1.41 Disclosure. To the Borrower’s Knowledge, all material information which has been prepared by or at the direction of the Borrower relating to the Borrower or its Subsidiaries and the Project and disclosed in writing to the Administrative Agent or the Lenders is, as of the date such information was provided, true and correct in all material respects, taken as whole and in light of the circumstances in which such disclosure is made, and no fact or facts have been omitted therefrom which would make such information materially misleading when taken as a whole and in light of the circumstance in which such disclosure is made. All forecasts, projections and budgets which have been prepared by or on behalf of the Borrower relating to the Borrower or its Subsidiaries and Project and delivered to the Administrative Agent or the Lenders represent the Borrower’s reasonable estimates and assumptions as to future performance, which the Borrower believes to be fair and reasonable as of the time made in the light of current and reasonably foreseeable business conditions. To the Borrower’s Knowledge, there is no matter, thing, information, fact, data or interpretation thereof relative to the Borrower or its Subsidiaries or Project which could reasonably be expected to have a Material Adverse Effect that has not been disclosed to the Lenders.

4.2 Survival of Representations and Warranties

The representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement and shall continue until payment in full of the Obligations notwithstanding any investigation made at any time by or on behalf of the Administrative Agent or the Lenders.

-52-

ARTICLE 5

SECURITY

5.1 Security.

As security for the due and punctual payment of all of the Obligations, the Obligors shall, on or prior to the First Advance, grant a continuing security interest and a first-ranking Encumbrance in favour of the Administrative Agent over all of the Collateral (subject only to Permitted Encumbrances), and in furtherance thereof shall deliver or cause to be delivered to the Administrative Agent, for the benefit of the Lenders, in form and substance satisfactory to Lenders’ counsel, acting reasonably:

5.1.1 a Guarantee of the Obligations from each Guarantor;

5.1.2 a General Security Agreement from each Obligor;

5.1.3 a Share Pledge Agreement from each Obligor, as applicable;

5.1.4 the Mortgage;

5.1.5 a Security Agreement re: Mineral Claims from PEI;

5.1.6 an assignment of material contracts from each Obligor;

5.1.7 blocked account agreements in respect of all of the Obligors’ bank accounts;

5.1.8 all share certificates, stock powers of attorney, documentation, consents or authorizations necessary in order to make valid and effective the aforementioned agreements; and

5.1.9 such other security documents as the Administrative Agent or the Lenders may at any time reasonably request for the purposes of granting, protecting or ensuring a first-ranking (subject only to Permitted Encumbrances) perfected Encumbrance in favour of the Administrative Agent, for the benefit of the Lenders, in all assets and property of the Obligors.

5.2 Additional Security from New Subsidiaries.

The Borrower shall cause each Person that becomes a Subsidiary of the Borrower after the date hereof (by way of Acquisition or otherwise), to promptly deliver to the Administrative Agent (a) a Guarantee of the Obligations, (b) security over the undertaking, property and assets of such Subsidiary substantially to the same effect as the Security provided for in Section 5.1, (c) a third party legal opinion from the Borrower’s counsel concerning such Subsidiary, Guarantee and security, to all be delivered to the Administrative Agent and to the Administrative Agent contemporaneously with such Person first becoming a Subsidiary, together with all share certificates, stock powers of attorney, consents, authorizations, registrations (or evidence of the filing of the same with the applicable authority for the purposes of registration) and supporting documentation (including updates to disclosure schedules hereto) in respect thereof as necessary in order to make valid and effective the aforementioned agreements and perfect the Encumbrances provided for therein.

-53-

5.3 Further Assurances - Security.

The Borrower shall take or cause to be taken such action and execute and deliver or cause to be executed and delivered to the Administrative Agent such agreements, documents and instruments as the Administrative Agent shall reasonably request, and cause the same to be registered, filed or recorded (or a notice or financing statement in respect thereof) in all offices where such registration, filing or recording is, in the reasonable opinion of the Administrative Agent or Lenders’ counsel, necessary or advisable to constitute, perfect and maintain the Security Documents referred to in Section 5.1 or 5.2 as first-ranking Encumbrances of the Person granting such Encumbrances, subject only to the Permitted Encumbrances, in all jurisdictions reasonably required by the Administrative Agent within a reasonable time after the request therefor by the Administrative Agent or Lenders’ counsel, and in each case, in form and substance satisfactory to Lenders’ counsel, acting reasonably.

5.4 Security Effective Notwithstanding Date of Advance.

The Security shall be effective and the undertakings in this Agreement and the other Loan Documents with respect thereto shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Agreement. The Security shall not be affected by any payments under this Agreement or any of the other Loan Documents, but shall constitute continuing security to and in favour of the Administrative Agent for the benefit of the Lenders for the Obligations from time to time.

5.5 No Merger.

The Security shall not merge in any other security. No judgment obtained by or on behalf of the Lenders shall in any way affect any of the provisions of this Agreement, the other Loan Documents or the Security. For greater certainty, no judgment obtained by or on behalf of the Lenders shall in any way affect the obligation of the Borrower to pay interest or other amounts at the rates, times and in the manner provided in this Agreement.

5.6 Release of Security.

5.6.1 Subject to Section 5.6.2, following indefeasible payment and performance in full of all Obligations of the Obligors under this Agreement and the other Loan Documents, the Administrative Agent will promptly, at the request, cost and expense of the Borrower, release and discharge all Security and all right and interest of the Administrative Agent and the Lenders in the Collateral.

5.6.2 If any Collateral is Disposed of as permitted by this Agreement or is otherwise released from the Security at the direction or with the consent of the Lenders, at the request, cost and expense of the Borrower (on satisfaction, or on being assured of concurrent satisfaction, of any condition to or obligation imposed with respect to such Disposition), the Administrative Agent shall discharge such Collateral from the Security and deliver and re-assign to the relevant Obligor (without any representation or warranty) any of such Collateral as is then in the possession of the Administrative Agent.

-54-

ARTICLE 6

COVENANTS

6.1 Affirmative Covenants.

So long as any Obligations remain outstanding, and except as otherwise consented to by the Majority Lenders, the Borrower shall, and shall cause, as applicable, each of the other Obligors to:

6.1.1 duly and punctually pay the Obligations at the times and places and in the manner required by the terms of the Loan Documents;

6.1.2 maintain its corporate existence; keep proper books of account and records; maintain its corporate status in all jurisdictions where it carries on business; and operate its business and the Project (including the construction thereof) in accordance with good mining and engineering practices and in compliance, in all material respects, with Applicable Law and all Material Contracts;

6.1.3 maintain, preserve, protect and keep:

(i)

all of its material ownership, lease, use, licence and other interests in the Collateral as are necessary or advisable in order for it to be able to develop, construct and operate the Project substantially in accordance with the Mine Plan and sound mining and business practice; and

(ii)

all material tangible Collateral owned by it in good repair, working order, and condition (ordinary wear and tear excepted), and make necessary and proper repairs, renewals, and replacements so that those aspects of the Business carried on in connection therewith may be properly conducted at all times, unless the continued maintenance of any of such Collateral ceases to be necessary or economically desirable for the development, construction or continued operation of the Project substantially in accordance with the Mine Plan and sound mining and business practice;

6.1.4 not abandon all or any portion of any of the Project Real Property or any other interest in any material Collateral;

6.1.5 at any time during regular business hours and upon reasonable prior written notice from the Administrative Agent, permit representatives of the Administrative Agent and the Lenders, at the cost and expense of the Borrower, to enter into or onto its property, to inspect any of the Collateral and to examine its financial books, accounts and records and to discuss its financial condition with its senior officers and its auditors, provided that the Administrative Agent and/or the Lenders shall exercise their inspection rights as a group and as group, not more than twice in any calendar year. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, or if access is necessary to preserve or protect the Collateral, as determined by the Administrative Agent, acting reasonably, the Obligors shall provide such access to the Administrative Agent and the Lenders at all times and without advance notice;

-55-

6.1.6 keep insured with financially sound and reputable insurance companies all of the tangible Collateral, including the Project Property, in amounts and against losses or damages, including property damage and public liability, on a basis consistent with insurance obtained by reasonably prudent participants in similar businesses in similar locations and cause the policies of insurance referred to above to contain customary endorsements for the benefit of the Lenders, all in a form acceptable to the Administrative Agent, acting reasonably, and include a provision that such policies will not be amended in any manner which is prejudicial to the Lenders or be cancelled without 30 days’ prior written notice being given to the Administrative Agent by the issuers thereof, and cause the Administrative Agent to be named as an additional insured with respect to public liability insurance;

6.1.7 provide the Administrative Agent promptly with such evidence of insurance as the Administrative Agent may from time to time reasonably require;

6.1.8 diligently complete, or cause to be completed, the development and construction of the Project in a good and workmanlike manner in accordance, in all material respects, with the budgets, timelines, plans and specifications set forth in the Construction Contracts, the Construction Budget, the Project Schedule and the Mine Plan;

6.1.9 obtain, as and when required, and preserve and maintain, all Authorizations (including environmental Authorizations and Utility Commitments), Other Rights and Material Contracts which are required to permit the Obligors to (i) own, operate and maintain the Project in the manner currently carried on, (ii) develop, construct and operate the Project substantially as contemplated by the Mine Plan, (iii) commence and carry out the operation of commercial production transactions, and (iv) perform their obligations under the Loan Documents to which they are a party;

6.1.10 pay all Taxes as they become due and payable unless they are being contested in good faith by appropriate legal proceedings and, with respect to Taxes which are overdue, establish adequate reserves therefor in accordance with IFRS;

6.1.11 conduct all environmental remedial activities which a Person acting in a commercially reasonable manner and in accordance with Good Industry Practice would perform in similar circumstances and meet its environmental responsibilities and conduct and pay for any environmental investigations, assessments or remedial activities with respect to any of the Real Property, in each case in all material respects as required in accordance with Applicable Law;

6.1.12 (a) except for mining activities undertaken pursuant to third party mineral rights, claims and interests identified in clauses 1, 5, 6, 7, 8, 9 and 10 of Schedule 1.1.110(t) (Permitted Encumbrances) which would not interfere in any material respect with the development and operation of the Project in accordance with the Mine Plan, ensure that the only mining activities taking place on the Project Real Property are those under the control and direction of the Borrower in furtherance of the Project, and (b) develop, construct and operate the Project in all material respects in compliance with the requirements of any environmental permit, Order or other Authorization in respect of the Project; and

-56-

6.1.13 warrant and defend the right, title and interest of the Obligors in and to any Collateral, and every part thereof, against the claims of any Person, subject only to Permitted Encumbrances.

6.2 Notifications to the Lenders.

6.2.1 The Borrower shall promptly notify the Lenders of the occurrence of:

(a)

any Default or Event of Default;

(b)

any material default by any party under or termination or threatened termination of any Material Contract of which it becomes aware; and

(c)

the loss of or material non-compliance with the terms of, or any threat (in writing) by a Governmental Body to revoke or suspend any Material Project Authorization; any litigation pending or threatened against any Obligor involving claims against any Obligor or the Project in excess of $● in the aggregate at any time or involving any material injunctive, declaratory or other equitable relief;

(d)

any material dispute with a Governmental Body or a material violation of any Environmental Law applicable to the Project or an Obligor;

(e)

all material actions, suits and proceedings before any Governmental Body or arbitrator pending, or to the Borrower’s Knowledge, threatened in writing against or directly affecting any Obligor or the Project, including all material actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the Borrower’s Knowledge threatened in writing with respect to the ownership, use, maintenance and operation of the Project;

(f)

any violation of any Applicable Law by the Obligor in any material respect;

(g)

any non-compliance by any Group Member with the EAs or the Anti-Corruption Policy in any material respect;

(h)

any casualty, damage or loss, whether or not insured, through fire, theft, other hazard or casualty, or through any act or omission of an Obligor, or their respective officers, directors, employees, agents, contractors, consultants or representatives, or through any other Person having a value in excess of $● for any one event;

(i)

any material disputes involving local communities;

-57-

(j)

any event, circumstance or fact that could reasonably be expected to give rise to a “Seller Event of Default” as defined under the Stream Agreement or any other agreement in respect of Debt or any Obligor in a principal amount of $● or more without giving effect to any amendments or waivers from the creditor party thereunder; and

(k)

any other condition or event which has resulted, or that could reasonably be expect to result, in a Material Adverse Effect, in each case, accompanied by a written statement by a senior officer of the Borrower setting forth details of the occurrence referred to therein.

6.2.2 The Borrower shall promptly notify the Lenders, including in the notification the intended action to be taken by it, upon:

(a)

learning of any material claim, notice or order in respect of any material violation by any Obligor of any Environmental Law applicable to and binding upon such Obligor or the Project;

(b)

learning of the existence of Hazardous Materials located on, above or below the surface of any land which any Group Member occupies or controls, if such Hazardous Materials are being stored, used or otherwise handled in a manner in violation of applicable Environmental Law, or contained in the soil or water constituting such land, in each case which could reasonably be expected to have a material adverse impact on the Obligors’ ability to develop, construct or operate the Project;

(c)

the occurrence of any Release that has occurred on or from the Project Real Property which could reasonably be expected to have a material adverse impact on the Obligors’ ability to develop, construct or operate the Project; and

(d)

any proposed change in the use or occupation of the Project Real Property which could reasonably be expected to have a material adverse impact on the Obligors’ ability to develop, construct or operate the Project.

6.2.3 The Borrower shall provide the Administrative Agent with not less than 15 days’ notice of any proposed change in the name or jurisdiction of incorporation or chief executive office of any Obligor.

6.2.4 The Borrower shall promptly notify the Administrative Agent of (i) the acquisition by any Obligor of any real property (including mineral rights or claims), which is material to the development, construction or operation of the Project, (ii) any new location at which any tangible assets of any Obligor (other than inventory in transit) having an aggregate fair market value in excess of $1,000,000 are maintained, (iii) any new Construction Contract or Material Contracts ((together with an update to the applicable Schedule) or any material amendment or revision to any existing Material Contract (provided that any amendment or revision shall be subject to Section 6.13.15), and (iv) any new Material Project Authorization or any amendment, revision, reissuance or replacement of any existing Material Project Authorization, and in the case of (iii) and (iv) above, forthwith provide a true and complete copy of the same to the Lenders in accordance with Section 6.4.

-58-

6.2.5 As soon as practicable following a request therefor from the Administrative Agent, the Borrower shall provide any financial information, financial statements, budgets, forecasts, projections, lists of property and accounts and other statements as the Administrative Agent may reasonably request from time to time, including copies of any Tax Returns and any other elections, remittance forms or other documents filed by a Group Member pursuant to any legislation which requires a Group Member to pay, withhold, collect, or remit any material amount.

6.2.6 The Borrower shall provide the Lenders with written notice of each of the Commercial Production Date and the Completion Date within five Business Days of the occurrence thereof. The Borrower shall issue a news release announcing that the Borrower has achieved the Commercial Production Date no later than the deadline under Securities Laws for the Borrower to make its quarterly filings in respect of the fiscal quarter during which the Commercial Production Date occurred.

6.3 Corporate Documents.

The Borrower shall deliver to the Lenders, contemporaneously with delivery of the same to the Borrower’s shareholders, a copy of each management information circular and other notices issued to its shareholders. The parties agree that the making of documents publicly available on the Borrower’s SEDAR profile satisfies the delivery requirements under this Section 6.3.

6.4 Other Reports.

The Borrower shall promptly deliver or furnish, or cause to be delivered or furnished, to the Lender (i) a copy of any material reports, certificates, documents and notices relating to the Project which are delivered by a Group Member under any Key Transaction Document to the extent not already delivered to the Administrative Agent under the Loan Documents, and (ii) such other financial, operational or other information regarding the Obligors and their business and the Administrative Agent may reasonably request from time to time.

6.5 Material Contracts, Material Project Authorizations and Mine Plan.

The Borrower shall promptly deliver to the Lenders a copy of:

(a)

any new Material Contract or any material amendment or revision to any existing Material Contract (provided that any new Material Contract or any amendment or revision shall be subject to Section 6.13.15), and in respect of any such new Material Contract shall cause the counterparty thereof to enter into a direct agreement in favour of the Administrative Agent in a form and in substance similar to the AMEC Direct Agreement;

(b)

any new Material Project Authorization or any material amendment, revision, reissuance or replacement of any existing Material Project Authorization;

-59-

(c)

any material amendment, revision or supplement to the Construction Budget or Project Schedule (provided that any amendment, revision or supplement to shall be subject to Section 6.13.16); For the purposes of this clause an amendment, revision or supplement to (i) the Construction Budget shall be considered material if (A) it represents a deviation in the budgeted amount for any line item therein by an amount which is greater than (x) ●% of the amount specified for such item in the existing Construction Budget or (y) ●, or (B) if it, together with any other previous or concurrent amendments, revisions or supplements in the same Fiscal Year represents a deviation in the Construction Budget which is greater than ●% for such Fiscal Year;

(d)

any amendment, revision or supplement to or replacement of the Mine Plan (provided that any such amendment, revision, supplement or replacement shall be subject to Section 6.13.18);

(e)

any new technical reports or updated mineral reserve and mineral resource estimates produced that pertain to the Project Real Property;

(f)

any material reports, certificates, documents and notices relating to the Project which are delivered to the Borrower or any other Group Member by or on behalf of any third-party consultant or contractor, including any and all monthly or other construction reports.

6.6 Monthly Reporting

On or before the twentieth day of each calendar month, the Borrower shall provide to the Lenders (i) commencing in respect of the month immediately following the month in which the initial Advance occurs, a Monthly Operations Report and (ii) commencing after the first shipment of Minerals to the refinery, a Monthly Production Report in respect of the immediately preceding calendar month.

6.7 Quarterly Reporting.

6.7.1 As soon as available and in any event within 45 days after the end of each of the first, second and third Fiscal Quarter of each Fiscal Year, the Borrower shall deliver to the Lenders:

(a)

a copy of the Borrower’s quarterly unaudited consolidated financial statements for such Fiscal Quarter, together with unaudited unconsolidated statements of the Borrower for such Fiscal Quarter and the parties agree that the making of such documents publicly available on the Borrower’s SEDAR profile satisfies the delivery requirements under this Section 6.7.1(a); and

(b)

a Compliance Certificate.

-60-

6.8 Annual Reporting.

6.8.1 As soon as available and in any event within 90 days after the end of each Fiscal Year, the Borrower shall deliver to the Lenders:

(a)

a copy of the Borrower’s audited annual consolidated financial statements for such Fiscal Year, and the parties agree that the making of documents publicly available on the Borrower’s SEDAR profile satisfies the delivery requirements under this Section 6.8.1(a);

(b)

a Compliance Certificate; and

(c)

an Officer’s Certificate of the Borrower listing the types of insurance coverages in effect for the Obligors and stating the amounts of such insurance and the applicable deductibles under such insurance.

6.8.2 On or before December 15 of each calendar year following the Completion Date, the Borrower shall deliver to the Lenders an Annual Forecast Report in respect of such upcoming calendar year.

6.8.3 On or before February 28 of each calendar year following the Completion Date, the Borrower shall deliver to the Lenders an Annual Operations Report in respect of the immediately preceding calendar year.

6.9 Anti-Corruption.

The Borrower shall, and the Borrower shall cause all of the Group Members to, at all times comply with the Anti-Corruption Policy, and shall immediately notify the Administrative Agent upon becoming aware of any breach or suspected breach of the Anti-Corruption Policy, the Borrower shall not, without the prior written consent of the Lenders, acting reasonably, amend, terminate, replace or otherwise vary the Anti-Corruption Policy.

6.10 Reserved.

6.11 EAs.

The Borrower shall ensure that all operations in respect of the Project comply in all material respects with the EAs.

6.12 Changes to Accounting Policies.

If there is any material change in a period to the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements or components thereof as compared to any previous period, the Borrower shall provide the Lenders with all information which the Lenders reasonably require relating to the impact of any such material change on the comparability of the reports provided to the Lenders after any such material change to previous reports. Until the Administrative Agent has approved such material change in writing (such consent not to be unreasonably withheld), the Borrower shall continue to prepare and provide any reports to the Lenders hereunder in accordance with the accounting policies, practices and calculation methods in effect to such material change.

-61-

6.13 Negative Covenants.

Except as otherwise provided in this Agreement, so long as any Obligations remain outstanding the Borrower shall not, and shall not permit any other Obligor to, without the prior written consent of the Majority Lenders:

6.13.1 enter into any transaction or series of related transactions or any document or agreement related thereto whereby (i) all or substantially all of the equity interests in the Borrower, or (ii) all or substantially all of the Project Real Property, would directly or indirectly become the property of any other Person;

6.13.2 (i) use, or authorize the use of, any of its corporate funds for any contribution, gift, entertainment or other expenses relating to political activity in any manner in violation of Applicable Law; (ii) make, or authorize the making of, any direct or indirect bribe, rebate, payoff, influence payment, kickback or other payment to any domestic or foreign government official or employee from corporate funds in any manner in violation of Applicable Law; or (iii) violate any provision of AML Legislation, Anti-Corruption Laws or any applicable Sanctions;

6.13.3 Dispose of all or any part of its right, title and interest in the Collateral except pursuant to a Permitted Asset Disposition, or transfer or abandon all or any portion of the Project Real Property;

6.13.4 Dispose of a Mineral Interest relating to Minerals except pursuant to the Stream Agreement, the Offtake Agreement, ● and the Existing Project Royalty;

6.13.5 ●, make any payment of royalties in respect of Minerals other than the amounts required by the Existing Project Royalty, or enter into any royalty, stream financing or similar agreement with any other Person in relation to the Project Real Property other than the Existing Project Royalty, the Stream Agreement and the Offtake Agreement;

6.13.6 without the prior written consent of the Majority Lenders, such consent not to be unreasonably withheld or delayed, make any expenditure (including any Capital Expenditure) or payment to any party not an Obligor in respect of the development and construction of the Project, if the making of such payment would (A) result in a deviation from the amount specified in respect of any applicable line item in the Construction Budget by an amount in excess of the greater of (x) ●% of the amount specified for such line item in the Construction Budget and (y) $●, or (B) would result, together with all other concurrent or prior unbudgeted expenditures in the same Fiscal Year, in a deviation in the Construction Budget of greater than ●% for such Fiscal Year, provided that such payment may be made with Net Equity Proceeds so long as no Funding Shortfall exists or would exist after the making of such payment;

-62-

6.13.7 use the proceeds of the Facility and the Initial Equity Financing for any purpose other than the development, construction, and working capital requirements of the Project in accordance with the Construction Budget as contemplated herein;

6.13.8 create, incur, assume or suffer to exist any Encumbrance upon all or any part of the Collateral, whether now owned or hereafter acquired, other than Permitted Encumbrances;

6.13.9 make any Restricted Payment except for Restricted Payments permitted pursuant to the Subordination and Postponement of Claims;

6.13.10 enter into any agreement or arrangement or take any action which restricts or purports to restrict the ability of (i) any Obligor to pay dividends or make any other distributions to the Borrower or repay Debt owing to the Borrower, or (ii) the Borrower to deliver Minerals or perform its other obligations under the Offtake Agreement or the Stream Agreement;

6.13.11 create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt other than:

(a)

the Obligations;

(b)

deposits received from customers in the ordinary course of business;

(c)

Debt secured by Encumbrances permitted pursuant to Section 1.1.110(j) (Purchase Money Obligations and Capitalized Lease Obligations);

(d)

obligations under Permitted Hedging Arrangements;

(e)

Subordinated Intercompany Debt;

(f)

unsecured trade payables incurred in the ordinary course of business;

(g)

Debt in respect of performance, surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement or environmental reclamation obligations of any Obligor (or reimbursement obligations in connection therewith) to the extent required by Applicable Laws or any Governmental Body;

(h)

●

(i)

any other Debt of any Obligor permitted in writing by the Majority Lenders;

6.13.12 enter into any hedge instrument or incur any hedge obligations unless such hedge obligations are pursuant to Permitted Hedging Arrangements;

6.13.13 make any Investments, except (i) Investments in another Obligor, provided that if such Investment is by way of Debt, such Debt must be Subordinated Intercompany Debt; or (ii) short term Investments in money market instruments with remaining maturities of 12 months or less at the date of purchase including securities issued by government agencies, and term deposits and bank accounts with financial institutions provided that such short-term Investments are readily convertible to cash;

-63-

6.13.14 make any Acquisitions;

6.13.15 without the prior written consent of the Majority Lenders, such consent not to be unreasonably withheld or delayed, and provided that if the Majority Lenders have failed to response to a written request for consent to entry, amendment or waiver within 10 Business Days of such request then consent shall be deemed to have been given (but for greater certainty such consent shall not be deemed to have been given for a request for consent to a termination), enter into a new Material Contract, or amend or waive compliance by the applicable counterparty with any material provision of or terminate any Material Contract, except amendments to, or waivers under any Material Contract (i) for which prior written notice has been given to the Administrative Agent, (ii) which are either not material in nature or not adverse to the relevant Obligor in any material respect (for certainty, amendments relating to assignment, economic terms and termination shall be among the provisions of a Material Contract that are considered to be material for the purposes of this provision) and (iii) a copy of which amendment has been provided to the Administrative Agent. Nor shall any Obligor suffer or permit any termination of or consent or agree to any assignment (other than by way of security to the Administrative Agent) or transfer of any Material Contract except (A) transfers to another Obligor, or (B) terminations at the end of the stated term thereof or at the stated maturity thereof;

6.13.16 amend in any material respect the Construction Budget, except amendments which in aggregate for all such amendments do not increase the total amount of budgeted expenditures thereunder by more than 10% of the amount currently provided for on the date hereof provided the Majority Lenders shall not unreasonably withhold their consent to any such amendment proposed by the Borrower;

6.13.17 amend, revise, supplement or replace the Mine Plan except with the consent of the Majority Lender not to be unreasonably withheld;

6.13.18 change in any material respect the nature of its business or operations from the Business, nor engage directly or indirectly in any material business activity, or purchase or otherwise acquire any material property, in either case, not related to or in furtherance of the conduct of the Business, or initiate any construction project other than the Project;

6.13.19 transfer or assign any Debt owed to an Obligor to any Person other than another Obligor;

6.13.20 directly or indirectly purchase, acquire or lease any property from, or sell, transfer or otherwise Dispose of any property to, or otherwise deal or enter into any agreement with, any Related Party (other than another Obligor), except in the ordinary course of and pursuant to the reasonable requirements of such Person’s business and upon fair and reasonable terms that are no less favourable to the Obligors than those that could be obtained in an arm’s length transaction with a Person that is not a Related Party;

-64-

6.13.21 enter into any transaction to change or reorganize its capital structure or materially amend its articles, by-laws or any other constating documents in a manner that prejudices the Lenders;

6.13.22 change its Fiscal Year; change its legal or operating name, or the jurisdiction in which its chief executive office or any tangible assets (other than inventory in transit) are located, except in any such case with at least 15 days’ prior written notice to the Administrative Agent.

ARTICLE 7

CONDITIONS PRECEDENT

7.1 Conditions Precedent to Closing Date.

The obligations of the Lenders to make the First Advance hereunder are subject to satisfaction by the Borrower with each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Lenders:

7.1.1 no Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to this Agreement, the Subscription Agreement, the Stream Agreement and the Offtake Agreement;

7.1.2 the Obligors shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date;

7.1.3 all representations and warranties of the Obligors made in or pursuant to this Agreement shall be true and correct on the Closing Date in all material respects except where a representation and warranty is qualified by materiality in which case such representation and warranty shall be true and correct in all respects;

7.1.4 since December 31, 2014, there shall have been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect;

7.1.5 the Borrower shall have delivered, or caused to be delivered to the Administrative Agent, all of the following (in each case in form and substance satisfactory to the Lenders):

(i)

certificates from duly authorized officers of the Borrower and the other Obligors certifying (i) the articles and bylaws (or equivalent) of such Person, as applicable, (ii) the incumbency of signing officers of such Person, and (iii) the corporate resolutions (or equivalent) of such Person, as applicable, approving the execution, delivery and performance of such Person’s obligations under each of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereunder;

-65-

(ii)

a certificate, dated the Closing Date, signed by any one of the Chief Executive Officer, the Chief Financial Officer or the President of the Borrower, certifying the matters set out in Sections 7.1.1 through 7.1.4;

(iii)

a copy of all Project Agreements, Project Authorizations and Material Contracts that have been entered into by the Closing Date, as applicable;

(iv)

a copy of the Mine Plan;

(v)

a copy of the Anti-Corruption Policy;

(vi)

evidence satisfactory to the Administrative Agent that all Taxes due in respect of the Project Real Property have been paid;

(vii)

the Stream Agreement, the Offtake Agreement and any other documents required thereby to be executed or delivered on or before the Closing Date, duly executed and delivered by each Obligor party thereto;

(viii)

certificates of insurance evidencing compliance with Section 6.1.6;

(ix)

a customary legal opinion dated the Closing Date addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent and Lenders’ counsel, acting reasonably, from Canadian counsel to the Borrower and the other Obligors with respect to this Agreement and the transactions contemplated hereby;

(x)

a title opinion in form and substance satisfactory to the Administrative Agent and the Lenders, acting reasonably addressed to the Administrative Agent and the Lenders in respect of the Project Real Property, and including a reliance letter addressed to the Administrative Agent and the Lenders from the provider of any title opinion on which such title opinion relies; and

(xi)

such other documentation as the Administrative Agent may reasonably request in form and substance satisfactory to the Lenders, acting reasonably.

7.1.6 each of the Lenders shall have concluded its technical, legal, and financial due diligence, and the Administrative Agent shall have conducted a site visit with results in form and substance satisfactory to it;

7.1.7 no preliminary or permanent injunction or other order issued by a Governmental Body, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Body, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by the Key Transaction Agreements shall be in effect;

-66-

7.1.8 the conditions precedent to the Stream Agreement which are to be satisfied by the Borrower as of the Closing Date shall have been satisfied in accordance with the terms of the Stream Agreement or waived by the applicable parties thereto;

7.1.9 no action or proceeding, at law or in equity, shall be pending or threatened by any Person or Governmental Body to restrain, enjoin or prohibit the consummation of the transactions contemplated by the Key Transaction Agreements;

7.1.10 the Construction Contracts shall have been executed, shall be in form and substance satisfactory to the Administrative Agent, acting reasonably, shall not have been terminated and shall not have been amended or any compliance therewith by any counterparty thereto waived, except for amendments or waivers which are either not material in nature or not adverse to the relevant Obligor in any material respect and provided that a copy of any such amendment has been provided to the Administrative Agent; and the Borrower shall not have agreed to, authorized or received notice of any such action;

7.1.11 the Closing Date shall have occurred by September 18, 2015; 7.1.12 notice to the Lenders requesting the First Advance;

7.1.13 the conditions precedent to the Initial Equity Financing which are to be satisfied by the Borrower shall have been satisfied in accordance with the terms of the Subscription Agreement or waived by the applicable parties thereto;

7.1.14 the Security Documents and the Intercreditor Agreement shall have been duly executed and delivered by each Obligor party thereto;

7.1.15 all approvals, consents, Orders and Authorizations necessary for the completion of the transactions contemplated by the Loan Documents and the Key Transaction Documents shall have been obtained;

7.1.16 the Security shall have been registered and perfected in all jurisdictions reasonably required by the Administrative Agent, and constitute, subject only to Permitted Encumbrances, a first ranking Encumbrance over the Collateral;

7.1.17 the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that all Material Project Authorizations (other than Future Authorizations) have been obtained, and that the Borrower has complied with all conditions provided for therein that are required by the terms thereof to have been complied with at the Closing Date;

7.1.18 Administrative Agent shall be reasonably satisfied that construction work on the Project completed to the Closing Date shall be in substantial conformance with the Construction Budget and the Project Schedule; and

-67-

7.1.19 all amounts and fees payable to or for the account of the Administrative Agent or the Lenders that are due and payable on or before the making of the First Advance (including the fees and disbursements of Lenders’ counsel) shall have been paid or arrangements shall be in place to pay such amounts and fees concurrently with the First Advance.

7.2 Conditions Precedent to Subsequent Advances.

The obligations of the Lenders hereunder to make each Subsequent Advance are subject to compliance, on or before the making of such Advance, with each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Lenders:

7.2.1 prior to the date of the initial Subsequent Advance, the Borrower shall have (i) caused AMEC Americas Limited to enter into an agreement (the “AMEC Direct Agreement”) with the Administrative Agent in respect of the AMEC Agreement in which AMEC Americas Limited makes directly in favour of the Administrative Agent the acknowledgements, covenants and agreements which AMEC Americas Limited has made in favour of the Borrower in Section 17.4 of the AMEC Agreement, and (ii) used commercially reasonable efforts to cause each other counterparty to a Material Contract that is in effect on the date of the initial Subsequent Advance to enter into an agreement with the Administrative Agent in respect of the Material Contract to which it is a party in a form and in substance similar to the AMEC Direct Agreement;

7.2.2 notice to the Lenders requesting a Subsequent Advance and the date of the requested Advance;

7.2.3 no Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to the Subsequent Advance, and the Administrative Agent shall have received an Officer’s Certificate confirming the same;

7.2.4 the representations and warranties of the Obligors made in or pursuant to this Agreement and the other Loan Documents shall be true and correct on the date of the Subsequent Advance in all material respects except to the extent that any representation and warranty is qualified by materiality in which case such representation and warranty shall be true and correct in all respects (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), as if made on and as of the date of Subsequent Advance, except for such changes, facts, events, or circumstances that have been previously disclosed in writing to the Administrative Agent (and provided that such disclosed changes, facts, events, or circumstances are satisfactory to the Majority Lenders, acting reasonably) and the Administrative Agent shall have received an Officer’s Certificate confirming the same;

7.2.5 no event shall have occurred since the Closing Date which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect, including any event arising as a result of any casualty or disaster, accident, labour dispute, exercise of power of eminent domain or other governmental action, act of God or other reason whatsoever;

-68-

7.2.6 evidence satisfactory to the Administrative Agent (which, unless otherwise requested by the Administrative Agent shall be satisfied by way of an officer’s certificate of the Borrower) that the Borrower has complied with all conditions provided for in the Material Project Authorizations;

7.2.7 Administrative Agent shall be reasonably satisfied that construction work on the Project completed since the Closing Date shall be in substantial conformance with the Construction Budget, subject to the variations permitted hereunder; and

7.2.8 no delay in construction shall have occurred that is likely to cause the Project to not achieve the Commercial Production Date by March 31, 2018.

ARTICLE 8

EVENTS OF DEFAULT AND REMEDIES

8.1 Events of Default.

The occurrence of any of the following events shall constitute an “Event of Default”:

8.1.1 the Borrower fails to pay any amount of principal due hereunder by the due date thereof or interest due hereunder within two (2) Business Days of the due date thereof, or any fees or other Obligations within five (5) Business Days of the due date thereof;

8.1.2 there is a breach of any other term, condition or provision of this Agreement, or

any of the provisions of any other Loan Document not specified in this Section 8.1, and such breach remains unremedied for a period of fifteen (15) Business Days after the earlier of (i) written notice by the Administrative Agent to the applicable Obligor, and (ii) the applicable Obligor becoming aware of such breach;

8.1.3 any Obligor or any Person that is a party to any Loan Document makes any representation or warranty under any Loan Document which is incorrect or incomplete when made or deemed to be made (except to the extent any such representation or warranty expressly relates to an earlier date, and in such case, shall be true and correct on and as of such earlier date) or, to the extent such representation or warranty is not already qualified by materiality, such representation or warranty is incorrect or incomplete in any material respect when made or deemed to be made;

8.1.4 any Obligor ceases or threatens to cease to carry on its business or admits its inability, or fails, to pay its debts generally as they become due;

-69-

8.1.5 any Obligor (i) fails to make any payment when such payment is due and payable to any Person in relation to any Debt having an aggregate principal amount in excess of $●, and any applicable grace period in relation thereto has expired, or (ii) defaults in the observance or performance of any other agreement or condition in relation to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other condition, if not remedied within any applicable grace period, would be to cause, or to permit the holder of such Debt to declare such Debt to become due prior to its stated maturity date;

8.1.6 the occurrence of any “Seller Event of Default” as defined in the Stream Agreement, without giving effect to any amendments or waivers from the Stream Purchasers thereunder;

8.1.7 in respect of any Obligor, the following shall occur:

(i)

a decree or order of a court of competent jurisdiction is entered adjudging any Obligor a bankrupt or insolvent or approving as properly filed a petition seeking the winding up of an Obligor under the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), or the Winding-up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous laws or issuing sequestration or process of execution against any substantial part of the assets of an Obligor or ordering the winding up or liquidation of its affairs and any such decree or order continues unstayed and in effect for a period of forty-five (45) Business Days;

(ii)

if any Obligor becomes insolvent, makes any assignment in bankruptcy or makes any other assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous law, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, receiver and manager, interim receiver, custodian, sequestrator or other Person with similar powers of itself or of all or any substantial portion of its assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition or readjustment under any applicable bankruptcy, insolvency, moratorium, reorganization or other similar law affecting creditors’ rights or consents to, or acquiesces in, the filing of such a petition; or

(iii)

if proceedings are commenced for the dissolution, liquidation or voluntary winding up of any Obligor, or for the suspension of the operations of any Obligor and, if such proceedings are commenced other than by an Obligor and are being actively and diligently contested in good faith, such proceedings continue undismissed, or unstayed and in effect for any period of sixty (60) consecutive days;

-70-

8.1.8 any of the Security or any Loan Document is repudiated or contested by any Obligor in whole or in part, ceases to be in full force and effect, or is invalidated or rendered unenforceable by any act, regulation or governmental action or is determined to be invalid by a court or other judicial entity or, in the case of the Security, to not constitute a first ranking priority Encumbrance in the Collateral, subject only to Permitted Encumbrances and any such document which has ceased to be in full force and effect has not been replaced by a valid and enforceable document equivalent in effect and priority to such document, assuming such document as originally been valid and enforceable and enjoyed the priority contemplated in respect thereof by this Agreement in form and substance acceptable to the Administrative agent, within 10 days of such determination, provided that such grace period shall only be provided if the Borrower actively cooperate with the Administrative Agent to so replace such document;

8.1.9 if (A) a final judgment or decree for the payment of money due has been obtained or entered against an Obligor in an amount in excess of $10,000,000, unless (i) such judgment is covered by insurance or (ii) the Borrower has sufficient funds to pay such judgment and the payment of such judgment would not violate Section 6.13.6, and (B) such judgment or decree has not been remedied, vacated, discharged or stayed within the applicable appeal period;

8.1.10 If any material portion of the Collateral becomes subject to any writ of execution or distress warrant, or any sheriff or other Governmental Body becomes lawfully entitled to otherwise seize, distrain, attach, garnish or exercise any right of seizure upon any material portion Collateral and such seizure, enforcement, execution, attachment, garnishment, distraint or other seizure right continues in effect and is not released or discharged for more than thirty (30) days;

8.1.11 all or any portion of the Collateral is sold, transferred, Encumbered or assigned without the consent of the Lenders (other than pursuant to a Permitted Asset Disposition or other Disposition permitted hereunder or Permitted Encumbrance, as applicable);

8.1.12 an Encumbrancer or any other Person takes possession of any of any material portion of the Collateral by appointment of a receiver, receiver and manager, or otherwise, and any such seizure or other taking of possession continues in effect and is not released, satisfied, vacated, stayed, or discharged within 30 days or such longer period during which entitlement to the use of such property continues with the applicable Obligor, and such Obligor is contesting the same in good faith and by appropriate proceedings, provided that if the applicable Collateral is removed from the use of the Obligor, or is sold, in the interim, such grace period will cease to apply;

8.1.13 the audit report to the financial statements of the Borrower are qualified as to scope or going concern;

-71-

8.1.14 any Obligor takes or seeks to take any action to (a) abandon all or any material portion of the Collateral, (b) abandon the construction of the Project, (c) put the Project on care and maintenance, or (d) otherwise suspend construction, development or mining operations at the Project (other than temporary suspensions for sound operational reasons not to exceed three (3) months);

8.1.15 any Governmental Body directly or indirectly condemns, expropriates, nationalizes, seizes or appropriates any Obligor or any material portion of the Project Real Property;

8.1.16 any Material Project Authorization or any TSX or NYSE approval obtained as a condition precedent hereto is materially modified or revoked, provided however, that the foregoing shall not result in an Event of Default if the Borrower diligently pursues and obtains a replacement of such Material Project Authorization or consent within thirty (30) days after its material modification or revocation, which 30 day period will be extended for another thirty (30) days if the Borrower is working diligently and in good faith to obtain or replace such Material Project Authorization or consent during such thirty (30) day period and no Material Adverse Effect would reasonably be expected to occur as a result of such additional thirty (30) day period;

8.1.17 a Change of Control occurs;

8.1.18 a material default occurs and is continuing under any Material Contract after giving effect to any cure period thereunder and the effect of such default is to permit the counterparty thereto to terminate such Material Contract, or any Material Contract is terminated other than at scheduled maturity or with the prior written consent of the Majority Lenders, acting reasonably;

8.1.19 the Commercial Production Date has not occurred by March 31, 2018;

8.1.20 if:

(i)

any Obligor, or any director, officer, employee or agent of any Obligor has breached any AML Legislation, any Anti-Corruption Laws or any Sanctions;

(ii)

any Obligor, or any officer of an Obligor is charged with breaching any AML Legislation, any Anti-Corruption Laws or any Sanctions; or

(iii)

any director or employee of an Obligor (other than an officer) or any agent of an Obligor, is charged with breaching any AML Legislation, any Anti-Corruption Laws or any Sanctions and the Obligor’s relationship with such Person is not terminated within 10 days of acquiring actual knowledge of such charge; or

8.1.21 the occurrence of a Material Adverse Effect.

-72-

8.2 Remedies Upon Default.

Upon the occurrence of an Event of Default under Section 8.1.7, to the extent permitted by Applicable Law, the Obligations shall automatically and immediately become due and payable and, upon the occurrence of and during the continuance of any other Event of Default, the Administrative Agent may (and, if requested by the Majority Lenders, shall), by notice given to the Borrower declare all Obligations to be immediately due and payable and, in either case, the Administrative Agent, to the extent permitted by Applicable Law and by the Intercreditor Agreement, may then:

8.2.1 to realize upon all or any part of the Security; and

8.2.2 take such actions and commence such proceedings as may be permitted at law or in equity (whether or not provided for herein or in the Security Documents) at such times and in such manner as the Administrative Agent in its sole discretion may consider expedient, all without any additional notice, presentment, demand, protest, notice of protest, dishonour or any other action except as required by law. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Applicable Law or by any of the other Loan Documents.

8.3 Set-Off.

Upon the occurrence and during the continuance of an Event of Default, the Lenders may, without notice to the Borrower or to any other Person, combine, consolidate and merge all or any of the Obligors’ accounts with, and liabilities to, the Lenders and set off, any indebtedness and liability of the Lenders to any Obligor, matured or unmatured, against and on account of the Obligations when due.

8.4 Application of Proceeds.

8.4.1 The proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent of its remedies, and any other funds realized by Administrative Agent during the continuance of an Event of Default, shall be applied, subject to the Intercreditor Agreement and to Applicable Law, in full or in part, together with any other sums then held by the Administrative Agent pursuant to this Agreement, promptly by the Administrative Agent as follows:

(a)

first, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the applicable rate at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

-73-

(b)

second, to the payment in full in cash of all amounts owing in respect of interest and fees under this Agreement;

(c)

third, to the payment in full in cash, pro rata, of the principal and other remaining obligations hereunder and all other Obligations, in each case equally and rateably in accordance with the respective amounts thereof then due and owing; and

(d)

fourth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Obligor) or as a final and non-appealable judgment of a court of competent jurisdiction may direct.

ARTICLE 9

ADMINISTRATIVE AGENT

9.1 Agency.

9.1.1 Appointment and Authority. Each Lender hereby appoints Orion Co-Investments II (ED) Limited as Administrative Agent to act on its behalf as Administrative Agent under the Credit Agreement and under the other Loan Documents and authorizes the Administrative Agent in such capacity to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 9 are solely for the benefit of the Lenders and no Obligor shall have rights as a third party beneficiary of any of such provisions.

9.1.2 Exculpatory Provisions.

9.1.2.1 The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

9.1.2.1.1 shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

9.1.2.1.2 shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by it or any of its Affiliates in any capacity.

9.1.2.2 The Administrative Agent shall not be liable for any action taken or not taken by it in such capacity in the absence of its own gross negligence or wilful misconduct.

-74-

9.1.3 Indemnification of the Administrative Agent. Each Lender agrees to indemnify the Administrative Agent and hold it harmless (to the extent not reimbursed by the Borrower), rateably according to its Applicable Percentage (and not jointly or jointly and severally) from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel, which may be incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of the Loan Documents or the transactions therein contemplated. However, no Lender shall be liable for any portion of such losses, claims, damages, liabilities and related expenses resulting from the Administrative Agent’s gross negligence or wilful misconduct.

9.1.4 Non-Reliance on Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any of its Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any of its Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.1.5 Collective Action of the Lenders. Each of the Lenders hereby acknowledges that to the extent permitted by Applicable Law, any collateral security and the remedies provided under the Loan Documents to the Administrative Agent are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder and under any collateral security are to be exercised not severally, but by the Administrative Agent upon the decision of the Majority Lenders (or such number or percentage of the Lenders as shall be expressly provided for in Section 10.2 of this Agreement). Accordingly, notwithstanding any of the provisions contained herein or in any collateral security, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action thereunder including, without limitation, any declaration of default, but that any such action shall be taken only by the Administrative Agent on the instruction of the Majority Lenders (or such number or percentage of the Lenders as shall be expressly provided for in Section 10.2 of this Agreement). Each of the Lenders hereby further covenants and agrees that upon any such written agreement being given, it shall co-operate fully with the Administrative Agent to the extent requested by the Administrative Agent.

9.1.6 Replacement of Administrative Agent. In the event that the Administrative Agent ceases to hold at least 50% of the Principal Amount of the Loans, the Majority Lenders may (and, if requested by the outgoing Administrative Agent, shall within 30 days of such request) appoint a new administrative agent and collateral agent to be the Administrative Agent for the Lenders and this Agreement shall be amended or supplemented to provide for such appointment.

-75-

9.1.7 Payments. While no Event of Default is continuing, the Borrower shall make all payments required to be made under the Credit Agreement directly to the Lenders pursuant to any payment instructions provided by the Lenders to the Borrower and the instructions of the Administrative Agent as to the respective Lenders Applicable Percentage of any such payment to be made to the Lenders. Following an Event of Default that is continuing, provided the Administrative Agent has declared all Obligations immediately due and payable, all payments shall be made to the Administrative Agent for distribution to the Lenders according to the Applicable Percentage. If any Lender, by exercising any right of setoff or counterclaim or otherwise (including without limitation pursuant to Section 8.3 of this Agreement), obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Loan and accrued interest thereon or other Obligations greater than its Applicable Percentage thereof, then the Lender receiving such payment or other reduction shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value participations in the Loans and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the Applicable Percentage owing them, provided that the provisions of this Section shall not be construed to apply to (x) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower’s obligations under or in connection with the Loan Documents, (y) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender, or (z) any payment to which such Lender is entitled in its capacity as a party to any Key Transaction Agreement other than a Loan Document.

ARTICLE 10

GENERAL

10.1 Reliance and Non-Merger.

All covenants, agreements, representations and warranties of the Borrower, the Borrower or any other Obligor made herein or in any other Loan Document or in any certificate or other document signed by any of its directors or officers and delivered by or on behalf of the Borrower, the Borrower or any other Obligor pursuant hereto or thereto are material, shall be deemed to have been relied upon by the Administrative Agent and each Lender notwithstanding any investigation heretofore or hereafter made by the Administrative Agent, the Lenders or Lenders’ counsel or any employee or other representative of any of them and shall survive the execution and delivery of this Agreement and the other Loan Documents until all Obligations owed to the Administrative Agent or the Lenders under this Agreement and the other Loan Documents shall have been satisfied and performed and the Lenders shall have no further obligation to make Advances hereunder.

10.2 Amendment and Waiver.

No amendment or waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Obligor from any provision hereof or thereof is effective unless it is in writing and signed by the Majority Lenders or the Administrative Agent upon the instructions of the Majority Lenders, and the relevant counterparty to such document, provided no such amendment, waiver or consent shall:

-76-

(a)

increase the amount of the Lenders’ Commitments;

(b)

subject any Lender to any obligation to advance funds in excess of its commitment hereunder on the date hereof;

(c)

extend the Maturity Date;

(d)

reduce the principal or amount of, or rate of interest on, directly or indirectly, any Loan outstanding or any fees;

(e)

postpone any date fixed for any payment of principal of, or interest on, the Loans or any fees;

(f)

change the percentage of the Commitments;

(g)

alter the manner in which payments are shared under the terms of this Agreement;

(h)

permit any termination of all or any substantial part of the guarantees or the Security Documents or release all or any substantial part of the guarantees or the Collateral subject to the Security Documents (except as otherwise permitted under this Agreement);

(i)

release any guarantee provided by any of the Guarantors or any of the Security (except as otherwise permitted under this Agreement);

(j)

reduce the priority of the Security;

(k)

reduce the priority of any payment obligation of the Borrower under this Agreement or any other Loan Document; or

(l)

amend the terms of this Section 10.2 or the definition of Majority Lenders or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder,

in each case without the prior written consent of each Lender. Such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. The Administrative Agent shall provide the other Lenders with copies of all amendments, waivers and consents provided by the Administrative Agent with respect to any provisions of this Agreement or any other Loan Document promptly upon the execution thereof.

10.3 Notices.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice, if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notices of change of address shall also be governed by this Section. Notices and other communications shall be addressed as follows:

-77-

(a)

if to the Borrower:

Pretium Resources Inc.

Suite 2300, Four Bentall Centre

1055 Dunsmuir Street Vancouver, BC V7X 1L4

Attention: President

Facsimile: 604-558-4784

Email: jovsenek@pretivm.com

if to the Administrative Agent:

Orion Co-Investments II (ED) Limited

c/o Appleby (Bermuda) Limited

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

Attention: Corporate Secretary

Facsimile: (441) 298-3467

with a copy to (which shall not constitute notice):

Orion Resource Partners (USA) LP

1211 Avenue of the Americas, Suite 3000

New York, NY 10036

Attention: General Counsel

Facsimile: (212) 596-3489

Email: notices@orionresourcepartners.com

-78-

(b)

if to the Lenders, at the addresses noted on Schedule A or in any acknowledgement agreement executed pursuant to Section 10.5.4.

10.4 Further Assurances.

Whether before or after the happening of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, things, agreements, documents and instruments in connection with this Agreement and the other Loan Documents as the Administrative Agent may reasonably request from time to time for the purpose of giving effect to the terms of this Agreement and the other Loan Documents including, without limitation, for the purpose of facilitating the enforcement of the Security, all immediately upon the request of the Administrative Agent.

10.5 Assignment.

10.5.1 This Agreement and the other Loan Documents shall enure to the benefit of and be binding upon the parties hereto and thereto, their respective successors and any permitted assignee of some or all of the parties’ rights or obligations under this Agreement and the other Loan Documents as permitted under this Section.

10.5.2 The Borrower shall not assign all or any part of its rights, benefits or obligations under this Agreement or any of the other Loan Documents without the prior written consent of the Lenders, which may be unreasonably withheld.

10.5.3 A Lender may assign all or any part of its rights and obligations under this Agreement and the other Loan Documents to one or more Persons (“Purchasing Lenders”), provided that, so long as no Default or Event of Default shall have occurred and be continuing, a Lender shall only be entitled to assign such rights and obligations with the prior written consent of (x) the Administrative Agent and (y) unless full funding of the Loans has occurred or the availability thereof has expired, the Borrower, provided that the Borrower’s consent shall not be required if the proposed Purchasing Lender is a Bona Fide Bank. Notwithstanding the foregoing sentence, the prior written consent of the Administrative Agent and the Borrower shall not be required where a Lender wishes to assign all or part of its rights and obligations as aforesaid to an Affiliate of such Lender or to another Lender. Upon such assignment, the relevant Lender shall, to the extent of such assignment, be released from its obligations under this Agreement and the other Loan Documents and each of the Purchasing Lenders shall become a party to the Credit Documents.

10.5.4 Subject to the foregoing consent requirements, any assignment made hereunder shall become effective when the Borrower has been notified thereof by the Administrative Agent and the Lenders have received an acknowledgement from the Purchasing Lender to be bound by this Agreement and the other Loan Documents, where upon such Purchasing Lender shall be treated as a party to this Agreement for all purposes of this Agreement and the other Loan Documents and shall be entitled to the full benefit hereof and thereof and shall be subject to the obligations of the Lenders to the same extent as if it were an original party in respect of the rights assigned to it and obligations assumed by it and the Lender making such assignment shall be released and discharged accordingly.

-79-

10.5.5 The Lenders may provide to any permitted assignee or transferee such information, including confidential information, concerning this Agreement, the other Loan Documents and the financial position and the operations of the Borrower and the other Obligors as, in the reasonable opinion of the Lenders, may be relevant or useful in connection with this Agreement, the other Loan Documents or any portion thereof proposed to be acquired by such assignee or transferee, provided that each recipient of such information agrees not to disclose such information to any other Person.

10.5.6 In connection with any assignment permitted pursuant to this Section 10.5, the Borrower agrees to enter into such documents as may reasonably be required by a Lender to evidence such assignment.

10.6 Severability.

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, this Agreement shall be interpreted as if such provision had not been a part hereof so that the invalidity, illegality or unenforceability shall not affect the validity, legality, or enforceability of the remainder of this Agreement which shall be construed as if this Agreement had been executed without such provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated in this Agreement are fulfilled to the extent possible.

10.7 Entire Agreement.

This Agreement and the other Loan Documents constitute the entire agreement between the parties pertaining to the subject matter described herein and therein. There are no warranties, conditions or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement and the other Loan Documents. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneously with, or after the entering into of this Agreement and the other Loan Documents, or any amendment or supplement thereto, by any party to this Agreement or any of the other Loan Documents or its directors, officers, partners, employees or agents, where applicable, to any other party to this Agreement or any of the other Loan Documents or its directors, officers, partners, employees or agents, where applicable, except to the extent that the same has been reduced to writing and included as a term of this Agreement or any of the other Loan Documents.

10.8 Confidentiality.

The Borrower, the Borrower, the Administrative Agent and the Lenders each agree that it shall maintain as confidential and, without the prior written consent of the relevant party(ies), shall not disclose the terms of this Agreement and any non-public information concerning the other party or its business and operations, provided that a party may disclose such information:

-80-

(a)

where such information becomes publicly available or widely known by the public other than by a breach of this Agreement;

(b)

if required by Applicable Law or requested by any Governmental Body having jurisdiction over such party;

(c)

to its Affiliates and to any of its or its Affiliates representatives, consultants or advisers who have a legitimate need to know such information (including the limited partners of any Lender or its Affiliates); and

(d)

to any Person to whom such party, in good faith, anticipates assigning an interest in this Agreement as contemplated by Section 10.5 and such Person’s Affiliates and the representatives, consultants and advisers of such Person or its Affiliates who have a legitimate need to know such information.

In the case of disclosure pursuant to clause (c) or (d), the disclosing party shall be responsible to ensure that the recipient of such information does not disclose such information to the same extent as if it were bound by the same non-disclosure obligations of the disclosing party hereunder.

10.9 Press Releases and Public Disclosure.

If the Borrower or any of its Subsidiaries is required by Applicable Law to file a copy of this Agreement on SEDAR (or otherwise publicly file a copy of this Agreement), the Borrower shall consult with the Administrative Agent with respect to, and agree upon, any proposed redactions to this Agreement in compliance with Applicable Laws before it is filed on SEDAR (or otherwise). If the parties are unable to agree on such redactions, the Borrower shall redact this Agreement to the fullest extent permitted by Applicable Laws before filing it on SEDAR (or otherwise).

10.10 Governing Law.

10.11 Submission to Jurisdictions.

Each of the parties irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts, and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

-81-

10.12 Counterparts.

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (including facsimile), with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[The remainder of this page intentionally left blank.]

-82-

IN WITNESS WHEREOF the parties hereto have executed this Agreement this 15th day of September, 2015.

	PRETIUM RESOURCES INC., as Borrower


	By:	“Joseph Ovsenek”
		Name: Joseph Ovsenek
		Title: President


	By:	“Tom S.Q. Yip”
		Name: Tom S.Q. Yip
		Title: Chief Financial Officer

	I/We have the authority to bind the Company


	PRETIUM EXPLORATION INC., as a Guarantor

	By:	“Joseph Ovsenek”
		Name: Joseph Ovsenek
		Title: Director


	By:	“Alicia Milne”
		Name: Alicia Milne
		Title: Corporate Secretary

	I/We have the authority to bind the Company

[Signature Page to Credit Agreement]

-83-

	0890696 B.C. LTD., as a Guarantor

	By:	“Joseph Ovsenek”
		Name: Joseph Ovsenek
		Title: President


	By:	“Alicia Milne”
		Name: Alicia Milne
		Title: Corporate Secretary

	I/We have the authority to bind the Company

[Signature Page to Credit Agreement]

-84-

	ORION CO-INVESTMENTS II (ED) LIMITED, as Administrative Agent

	By:	“Melanie Simons”
		Name: Melanie Simons
		Title: Authorized Signatory



	ORION CO-INVESTMENTS II (ED) LIMITED, as Lender

	By:	“Melanie Simons”
		Name: Melanie Simons
		Title: Authorized Signatory


	BTO MIDAS L.P., by its general partner, BTO HOLDINGS (CAYMAN) – NQ MANAGER L.L.C., as Lender

	By:	“Christopher J. James”
		Name: Christopher J. James
		Title: Authorized Signatory

[Signature Page to Credit Agreement]

-85-

Schedule A

Lender Commitments

Lender	Facility
Orion Co-Investments II (ED) Limited Notice address: c/o Appleby (Bermuda) Limited Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda Attention: Corporate Secretary Facsimile: (441) 298-3467 with a copy to (which shall not constitute notice): Orion Resource Partners (USA) LP 1211 Avenue of the Americas, Suite 3000 New York, NY 10036 Attention: General Counsel Facsimile: (212) 596-3489 Email: notices@orionresourcepartners.com	$175,000,000
BTO Midas L.P. Notice address: BTO Midas L.P. c/o BTO Holdings (Cayman) - NQ Manager L.L.C. 345 Park Avenue, 27th Floor New York, NY 10154 U.S.A. Attention: Kevin Kelly Facsimile: (212) 583-5692 Email: kevin.kelly@blackstone.com	$175,000,000

-1-

with a copy to (which shall not constitute notice): Borden Ladner Gervais LLP Scotia Plaza, 40 King Street West Toronto, ON M5H 3Y4 Attention: Erik Goldsilver Facsimile: (416) 682-2826 Email: egoldsilver@blg.com
Total	$350,000,000.00

-2-

Schedule 1.1.37

Construction Budget

Major Area Description	US$
Mine Site	$	21,424,000
Mine Underground		151,983,000
Mine Site Process		51,420,000
Mine Site Utilities		30,794,000
Mine Site Facilities		52,442,000
Mine Site Tailings (Brucejack Lake)		3,533,000
Mine Site Temporary Facilities		33,370,000
Mine Site Surface Mobile Equipment		14,572,000
Off-site Infrastructure		89,159,000
Indirects		121,788,000
Owner's Costs		114,215,000
Contingency		62,235,000
Grand Total	$	746,935,000

-3-

Schedule 1.1.38

Construction Contracts

Engineering, Procurement and Construction Management Contract dated September 10, 2014, between the Borrower and AMEC Americas Limited.

Agreement for Camp Construction (Brucejack) (Contract No. 177421-CU026) dated effective January 27, 2015 between the Borrower and Civio Structures Inc.

Agreement to be entered into between the Borrower and Belvedere Place Contracting Ltd. regarding bulk earthworks.

-4-

Schedule 1.1.84

Material Contracts

Engineering, Procurement and Construction Management Contract dated September 10, 2014, between the Borrower and AMEC Americas Limited.

Agreement for Camp Construction (Brucejack) (Contract No. 177421-CU026) dated effective January 27, 2015 between the Borrower and Civio Structures Inc.

Agreement to be entered into between PEI and Belvedere Place Contracting Ltd. regarding bulk earthworks, together with the indemnity agreement made between the Borrower and Belvedere Place Contracting Ltd. in connection therewith.

[●].

-5-

Schedule 1.1.85

Material Orders

None.

-6-

Schedule 1.1.86

Material Project Authorizations

Province of British Columbia Environmental Assessment Certificate No. M15-01 dated March 26, 2015 issued to the Borrower, together with the schedules thereto

Government of Canada Decision Statement dated July 30, 2015 pursuant to section 54 of the Canadian Environmental Assessment Act, 2012 issued to the Borrower

Province of British Columbia Mines Act Permit M-243 dated July 22, 2015 for the Brucejack Mine (Mine No. 0100270) issued to the Borrower

Province of British Columbia Environmental Management Act Permit (Permit 107853) issued to the Borrower

The licenses of occupation and special use permit more particularly described in Part C of Schedule 1.1.121 (Project Real Property).

-7-

Schedule 1.1.88

●

-8-

Schedule 1.1.110(t)

Permitted Encumbrances

Mining lease no. 301579, which is held by a third party and overlaps portions of two of the mineral tenures that form part of the Project Real Property, namely mineral tenure nos. 509397 and 1027400;

The Net Smelter Returns Royalty dated August 31, 2001 between Newhawk Gold Mines Ltd. and Black Hawk Mining Inc., along with the Confirmation, Novation and Amending Agreement dated May 13, 2013 between Pretium Exploration Inc., B2Gold Corp. and Franco-Nevada Corporation; and the Royalty Assignment dated May 13, 2013 between B2Gold Corp. and Franco-Nevada Corporation, (together, known as the “Blackhawk Royalty”);

The royalty in favour of Grace Dawson “the beneficial owner of a 2% interest in one-half (1/2) of the net smelter returns received in respect of production” from mineral claims XRAY 2, 6 and 8 (tenure nos. 250818, 250822 and 250824), to a maximum of $650,000 U.S., and including advance royalty payments, over a portion of the Snowfield Project, (known as the “Dawson Royalty”);

The Option Agreement and Royalty dated January 13, 2011 between Silver Standard Resources Inc. and Richie Chi-Chuan Wan as Administrator of the Estate of Julia Jennie Wang, granting a 2% Net Smelter Returns Royalty on all minerals produced from mineral claim nos. 569182, 569185, 569195 (now 1034945 and 1034946), and 570464 and placer claim nos. 557841, 561995, 585567, 585574, and 585576 (which together are now portions of placer claim no. 946174); along with the Assignment and Assumption Agreement made January 28, 2011 among Richie Chi-Chuan Wan as Administrator of the Estate of Julia Jennie Wang, Silver Standard Resources Inc., 0890693 B.C. Ltd. and Pretium Resources Inc., the Notice of Assignment dated September 10, 2013 under which the Estate of Julia Jennie Wang, by its lawful Administrator Richie Chi-Chuan Wan, assigned its interest to Richie Chi-Chuan Wan, and the Notice of Assignment dated September 11, 2013 under which Wan assigned his interest to 0732821 B.C. Ltd., (together, known as the “Wan Agreement”);

Third party legacy claim no. 394826, to the extent it overlaps Mineral Claim no. 1026976 referred to in Part A.2 (Other Mineral Claims) of Schedule 1.1.118 (Project Real Property);

Third party legacy claim no. 394825, to the extent it overlaps Mineral Claim no. 1026976 referred to in Part A.2 (Other Mineral Claims) of Schedule 1.1.118 (Project Real Property);

Any and all third party legacy claims and third party mining leases to the extent they overlap all or a portion of any mineral tenures held by PEI other than the Mineral Claims more particularly described in Parts A.1 and A.2 of Schedule 1.1.118 (Project Real Property), including, without limitation, third party mining lease no. 1031440 and third party legacy claim no. 392438, in each case to the extent they overlap a portion of the Snowfield Project;

-9-

Any and all third party Crown granted minerals to the extent they overlap all or any portion of any mineral tenure held by PEI other than the mineral tenures more particularly described in Parts A.1 and A.2 of Schedule 1.1.118 (Project Real Property);

Any and all third party mineral tenures and third party Crown granted minerals overlying Crown land Licence of Occupation #916625 (Utility Right-of-Way – Electric Power Line), none of which overlap any of the mineral tenures more particularly described in Parts A.1 and A.2 of Schedule 1.1.118 (Project Real Property); and

10.

Any and all third party mineral tenures and third party Crown granted minerals overlying any or all of the parcels of land more particularly described in Part B (Fee Simple Parcels) of Schedule 1.1.118 (Project Real Property).

-10-

Schedule 1.1.121

Project Real Property

Part A - Mineral Tenures

A.1 Brucejack Mineral Tenures

Mineral Title Number	Claim Name	Mining Lease Application Date (if applicable)	Good to Date	Area (ha)
509223		-	2026/jan/31	428.623
509397		-	2026/jan/31	375.147
509400		-	2026/jan/31	178.632
1027397	Quarry	July 8, 2014	2026/jan/31	53.6255
1027398	Bridge	July 8, 2014	2026/jan/31	160.9196
1027399		-	2026/jan/31	983.6067
1027400		-	2026/jan/31	500.3945
1027429	Lake	July 8, 2014	2026/jan/31	196.6047
1027431	West	July 8, 2014	2026/jan/31	53.6275
1027433	VOK	July 8, 2014	2026/jan/31	143.0047
1034915		-	2026/jan/31	89.3499
1034916		March 24, 2015	2026/jan/31	35.7419

A.2 Other Mineral Claims

Mineral Title Number	Claim Name	Good To Date	Area (ha)
570464	GOLDFIELD 10 NEWSTAKE 2	2026/jan/31	893.6421
587907		2026/jan/31	17.9051
607645		2026/jan/31	125.3425
637289	CASTLE 10	2026/jan/31	447.0176
685663		2026/jan/31	17.9031
685664	WHATHAPPENED	2026/jan/31	429.5086

-11-

685666	WHATHAPPENED2	2026/jan/31	35.7826
841449		2026/jan/31	429.5568
841454		2026/jan/31	178.9243
842943		2026/jan/31	196.8636
843011		2026/jan/31	143.2331
1026972	PL1	2026/jan/31	661.8809
1026976	PL4	2026/jan/31	1254.0539
1034945	Left Over	2026/jan/31	1108.4397

Part B – Fee Simple Parcels

Parcel Identifier	Legal Description	Registered Charges, Liens and Interests
005-549-591	Lot 18 Block 9 District Lot 466 Cassiar District Plan 818	Nil
009-891-951	Lot 17 Block 9 District Lot 466 Cassiar District Plan 818	Nil
014-206-323	Lot 19 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-331	Lot 20 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-340	Lot 21 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-358	Lot 22 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
014-206-366	Lot 23 Block 9 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res TC12193; registered to Her Majesty the Queen in Right of the Province of British Columbia
028-583-205	Parcel D (Being a Consolidation of Lots 18 to 21, see BB1753438) Block 8 District Lot 466 Cassiar District Plan 818	Undersurface and other Exc & Res M12825; registered to Her Majesty the Queen in Right of the Province of British Columbia

-12-

Part C – Crown land tenures

Document #	Description	Area	Term Start	Duration
916625	Licence of Occupation- UtilityRight-of-Way– Electric Power Line, with a right to a statutory right of way if certain conditions are met.	2943.24 HECTARES MORE OR LESS	2015/08/01	6 yrs
920874	Licence of Occupation - Industrial Licence – Light Industrial	11.86 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920875	Licence of Occupation - Industrial Licence – Light Industrial	3.54 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920876	Licence of Occupation - Industrial Licence – Light Industrial	2.76 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920877	Licence of Occupation - Industrial Licence – Heavy Industrial	4.06 HECTARES MORE OR LESS	2015/08/01	30 yrs
920878	Licence of Occupation - Industrial Licence – Heavy Industrial	27.77 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920881	Licence of Occupation - Industrial Licence – Light Industrial	0.25 HECTARES MORE OR LESS.	2015/08/01	30 yrs
920910	Licence of Occupation– Transportation Licence – Airport/Airstrip	106.95 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920920	Licence of Occupation - Industrial Licence – Heavy Industrial	7.0 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920921	Licence of Occupation - Industrial Licence – Heavy Industrial	7.86 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
920922	Licence of Occupation - Industrial Licence – Heavy Industrial	18.23 HECTARES, MORE OR LESS.	2015/08/01	30 yrs

-13-

Document #	Description	Area	Term Start	Duration
921268	Licence of Occupation- Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921269	Licence of Occupation- Communication Licence – Communication Sites	0.2 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921270	Licence of Occupation- Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921271	Licence of Occupation- Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
921748	Licence of Occupation- Communication Licence – Communication Sites	0.78 HECTARES, MORE OR LESS.	2015/08/01	30 yrs
S25923	Special Use Permit for the purpose of construction and maintenance of road	Portion of existing road from 0 to 58.6 km, plus the 12 km Knipple Glacier crossing.	2015/07/23	Indefinite (until District Manager notifies Permittee of road deactivation or that the need for permanent deactivation is precluded)

-14-

-15-

Schedule 4.1.5

List of Subsidiaries

Subsidiary	Shareholder	Number and type of shares	Percentage ownership
Pretium Exploration Inc.	Borrower	13 common shares without par value	100%
0890696 B.C. Ltd.	Borrower	1 common shares without par value	100%

-16-

Schedule 4.1.6

Chief Executive Offices and Other Locations

Equity	Place of Business or Chief Executive Office	Other Offices and/or Locations where Collateral kept or conducts business
Borrower	2300 - 1055 Dunsmuir Street Four Bentall Centre Vancouver, BC V7X 1L4	1242 Main Street Smithers, BC V0J 2N0

		2900 - 550 Burrard Street Vancouver BC V6C 0A3

		Locations of Project Real Property

PEI	2300 - 1055 Dunsmuir Street Four Bentall Centre Vancouver, BC V7X 1L4	1242 Main Street Smithers, BC V0J 2N0
		2900 - 550 Burrard Street Vancouver BC V6C 0A3

		Locations of Project Real Property

089	2300 - 1055 Dunsmuir Street Four Bentall Centre Vancouver, BC V7X 1L4	1242 Main Street Smithers, BC V0J 2N0
		2900 - 550 Burrard Street Vancouver BC V6C 0A3

		Locations of Project Real Property

-17-

Schedule 4.19 Bank Accounts

[●]

-18-

Schedule 4.1.23

Environmental Compliance

Violation Ticket issued under the Offence Act (British Columbia) to Pretium Exploration Inc. on July 29, 2013 in respect of two counts under the Environmental Management Act (British Columbia), being (i) under s.6(2), introducing waste (water discharge) into the environment in the course of a business and (ii) under s.6(2), to introducing waste (sewage) into the environment in the course of a business, each count being subject to a $575 fine.

Pretium Resource Inc.’s failure to obtain an Effluent Approval for the mine water treatment plant supplied by McCue Engineering Contractors until late June 2014 and the exceedances of the Effluent Approval 107330 and Effluent Approval 106251, in each case, to the extent (and only to the extent) that such failure and exceedance is clearly described in 2014 Annual Water Quality Report for the Brucejack Project prepared by Ecos Environmental Consulting Inc. and provided to the Administrative Agent prior to the Closing Date.

Pretium Resource Inc.’s exceedances of the Effluent Approval 106251 to the extent (and only to the extent) that such exceedance is clearly described in Technical Memorandum, dated November 27, 2014, prepared by Lorax Environmental Services Ltd.. and provided to the Administrative Agent prior to the Closing Date.

-19-

Schedule 4.1.24

●

-20-

Schedule 4.1.28(e)

Audit Proceedings with Respect to Taxes

The Canada Revenue Agency is conducting the following audits of the Borrower and PEI:

(i)	in respect of the Borrower’s GST return for the three months ended March 31, 2015; and

(ii)	in respect of the British Columbia Mining Exploration Tax Credit claimed by PEI for 2012 and 2013, in respect of which the Borrower estimates the amount that may be in dispute at up to Cdn $2,000,000.

-21-

Schedule 4.1.33

Related Party Transactions

None.

-22-

Schedule 4.1.35

Litigation

Two proposed class action law suits have been filed against the Borrower and certain of its officers and directors in the Ontario Superior Court of Justice: the first by on October 29, 2013 by David Wong (the “Wong Action”) under Ontario Superior Court of Justice File No. CV-13-00491800 CP00 and the second on November 1, 2013 by Roksana Tahzibi under Ontario Superior Court of Justice File No. CV-13-49209400 CP (the “Tahzibi Action”) (collectively, the “Ontario Actions”) and under which the plaintiffs seek certification of a class action on behalf of a class of persons, wherever they reside, who acquired securities of the Borrower. 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.

Five putative class action complaints were filed in the United States against the Borrower and certain of its officers and directors, alleging that the Borrower violated United States securities laws by misrepresenting or failing to disclose material information concerning the 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.