Agreement

This agreement is made in triplicate, between The Minister of the Environment and Climate Change (the Minister) and Premier Gold Mines Limited, its agents, successors and assign (the Proponent)

Concerning

The Proponent proposes to develop and operate the Hardrock Gold Mine Project located approximately five kilometres south of Geraldton, Ontario, at the intersection of Highway ll and Michael Power Boulevard. This undertaking involves the establishment, construction, operation, and retirement of an open pit gold mine and ore processing facility, and any ancillary activities (the Undertaking).

Whereas section 3.0.1 of the Environmental Assessment Act states:

A person, other than a person referred to in clause 3(a), who carries out, proposes to carry out or is the owner or person having charge, management or control of an enterprise or activity or a proposal, plan or program in respect of an enterprise or activity may enter into a written agreement with the Minister to have this Act apply to the enterprise, activity, proposal, plan or program.

Whereas the Proponent is a person, other than a person referred to in clause 3(a) of the Environmental Assessment Act, who carries out, proposes to carry out or is the owner or person having charge, management or control of an enterprise or activity or a proposal, plan or program in respect of an enterprise or activity which is described above as the Undertaking.

Whereas the Proponent who proposes to engage in the Undertaking has requested that the Environmental Assessment Act apply to the Undertaking.

Now, therefore

The Minister and the Proponent agree that the Environmental Assessment Act apply to the Undertaking.

This Agreement shall take effect from the date of the last signature below and shall continue indefinitely unless terminated by the agreement of both Parties, in writing.

Executed by:

Original signed by: Agatha Garcia-Wright
Director, Environmental Approvals Branch
Ministry of the Environment and Climate Change
Date: August 28, 2014

Original signed by: Premier Gold Mines Limited
I have the authority to bind the Company
Date: August 19, 2014