TMAC RESOURCES INC.s1.q4cdn.com/893791552/files/doc_financials/2015/TMAC-final-pros… · and...

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes apublic offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell suchsecurities. The securities offered hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended(the “U.S. Securities Act”), or any state securities laws. Accordingly, these securities may not be offered or sold in the United States (as such term isdefined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemptionfrom such registration requirements is available. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securitieswithin the United States. See “Plan of Distribution”.

PROSPECTUS

Initial Public Offering June 26, 2015

TMAC RESOURCES INC.$135,000,000

22,500,000 Common SharesTMAC Resources Inc. (“TMAC” or the “Company”) is hereby qualifying for distribution 22,500,000 common shares(“Common Shares”) at a price (the “Offering Price”) of $6.00 per Common Share (the “Offering”). The Offering is beingunderwritten by BMO Nesbitt Burns Inc. and CIBC World Markets Inc. and a syndicate of underwriters which includesDundee Securities Ltd., GMP Securities L.P., National Bank Financial Inc., Scotia Capital Inc. and TD Securities Inc.(collectively, the “Underwriters” and each, an “Underwriter”), pursuant to an underwriting agreement between theCompany and the Underwriters dated June 26, 2015 (the “Underwriting Agreement”).

There is currently no market through which the Common Shares may be sold, and purchasers may not be able toresell Common Shares purchased under this prospectus. This may affect the pricing of the Common Shares in thesecondary market, the transparency and availability of trading prices, the liquidity of the Common Shares, and theextent of issuer regulation. See “Risk Factors”.

The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the Common Shares and the CommonShares that may be sold pursuant to the exercise of the Over-Allotment Option (as hereinafter defined) under the symbol“TMR”, subject to the Company fulfilling all of the listing requirements of the TSX on or before September 24, 2015,including the distribution of the Common Shares to a minimum number of public holders.

In connection with the Offering, subject to applicable laws, the Underwriters may over-allot or effect transactions thatstabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on theopen market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

$6.00 per Common Share

Price tothe Public(1)

Underwriters’Fee(2)

Net Proceeds tothe Company(3)

Per Common Share $6.00 $0.36 $5.64

Total(4) $135,000,000 $5,420,000 $129,580,000

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Notes:(1) The Offering Price has been determined by arm’s length negotiation between the Company and the Underwriters.(2) Pursuant to the terms and conditions of the Underwriting Agreement, the Company has agreed to pay the Underwriters a cash fee (the

“Underwriters’ Fee”) equal to 6% of the gross proceeds of the Offering, subject to reduction to 2% of the gross proceeds from subscriptions byRCF and Newmont (each as hereinafter defined). See below and “Plan of Distribution”. The total Underwriters’ Fee in the table assumes that, ofthe $135,000,000 of gross proceeds, the full Underwriters’ Fee of 6% is paid on $68,000,000 and the reduced Underwriters’ Fee of 2% is paid on$67,000,000.

(3) Before deducting expenses of the Offering, estimated to be $1 million, which the Company will pay from the proceeds of the Offering.(4) The Company has granted to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part, at the sole discretion of

the Underwriters, at any time and from time to time, for a period of 30 days from and including the Closing Date (as hereinafter defined), topurchase from the Company at the Offering Price up to that number of Common Shares that is equal to 15% of the aggregate number of CommonShares purchased under the Offering (the “Over-Allotment Shares”) to cover over-allotments, if any, and consequential market stabilization. Ifthe Underwriters exercise the Over-Allotment Option in full, the gross proceeds raised under the Offering will be $155,250,000, theUnderwriters’ Fee will be $6,635,000 (assuming that, of the $155,250,000 of gross proceeds, the full Underwriters’ Fee of 6% is paid on$88,250,000 and the reduced Underwriters’ Fee of 2% is paid on $67,000,000), and the net proceeds to the Company will be $148,615,000. Thisprospectus also qualifies the distribution of the Over-Allotment Option and the Over-Allotment Shares. A purchaser who acquires securitiesforming part of the Underwriters’ over-allocation position acquires those securities under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or through secondary market purchases. See “Plan ofDistribution”.

The Company is a mineral exploration and development focused company and its principal property, the Hope BayProject (as hereinafter defined), is in the mineral exploration or development stage only. The degree of risk increasessubstantially where an issuer’s properties are in the mineral exploration or development stages as opposed to theoperational stage. An investment in the Common Shares is speculative and involves a high degree of risk and shouldonly be made by persons who can afford the total loss of their investment. Prospective investors should considercertain risk factors in connection with an investment in the Company. See “Statement Regarding Forward-LookingInformation” and “Risk Factors”.

The following table sets out the number of Common Shares that may be sold by the Company to the Underwriters inconnection with the Over-Allotment Option.

Underwriters’ Position Maximum Size Exercise Period Exercise PriceOver-Allotment Option 3,375,000 Common

SharesUp to 30 days from andincluding the Closing Date

$6.00 per Common Share

Resource Capital Fund VI L.P. (“RCF”) and Newmont Mining Corporation and/or its affiliates (collectively, “Newmont”)currently hold 38.7% and 37.0% of the issued and outstanding Common Shares, on a non-diluted basis, respectively. RCFand Newmont have committed to purchase $45 million and $22 million of Common Shares, respectively, if the Offeringproceeds in the manner contemplated in this prospectus, such that following completion of the Offering and prior to givingeffect to the exercise of the Over-Allotment Option, RCF and Newmont would hold 37.1% and 30.7% of the issued andoutstanding Common Shares, on a non-diluted basis, respectively.

The Underwriters, as principals, hereby conditionally offer the Common Shares, subject to prior sale, if, as and when issuedby the Company and accepted by the Underwriters in accordance with the conditions contained in the UnderwritingAgreement referred to under “Plan of Distribution” and subject to the approval of certain legal and tax matters on behalf ofthe Company by Cassels Brock & Blackwell LLP and on behalf of the Underwriters by Bennett Jones LLP. TheUnderwriters may offer the Common Shares at a lower price than stated above. Such reduced price sales will notaffect the net proceeds to be received by the Company under the Offering. See “Plan of Distribution”.

Subscriptions for the Common Shares to be sold pursuant to the Offering will be received subject to rejection or allotment inwhole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that closingof the Offering (the “Closing”) will take place on or about July 7, 2015, or such later date as the Company and theUnderwriters may agree, but in any event, on or before a date that is not later than 42 days after the date of the receipt for thisprospectus (the date on which Closing occurs being the “Closing Date”).

It is anticipated that the Company will arrange for one or more instant deposits of the Common Shares issued hereunder to orfor the account of the Underwriters with CDS Clearing and Depository Services Inc. (“CDS”) or its nominee through thenon-certificated inventory system administered by CDS on the Closing Date. A purchaser of Common Shares will receiveonly a customer confirmation from a registered dealer that is a CDS participant and from or through which the CommonShares are purchased. See “Plan of Distribution”.

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João P. S. Carrêlo, Russell L. Cranswick, E. Randall Engel, and David R. Faley, each a director of the Company, resideoutside of Canada and have appointed Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto,Ontario M5H 3C2, as their agent for service of process in Canada. Purchasers are advised that it may not be possible forinvestors to enforce judgments obtained in Canada against any person or company that is incorporated, continued orotherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed anagent for service of process.

CIBC World Markets Inc. is a wholly-owned subsidiary of a Canadian chartered bank. CEF Holdings Limited, a jointventure in which such Canadian chartered bank holds a 50% interest, is expected to be a lender to the Companypursuant to the Debt Facility (as hereinafter defined). Accordingly, the Company may be considered to be a connectedissuer of CIBC World Markets Inc. under applicable securities legislation. The decision to complete the Offering anddetermination of the terms of the Offering were made through negotiations primarily between the Company andBMO Nesbitt Burns Inc. and CIBC World Markets Inc. on their own behalf and on behalf of the other Underwriters.None of the expected lenders under the Debt Facility, including CEF Holdings Limited, had any involvement in suchdecision or determination, but have been advised of the terms of the Offering. See “Plan of Distribution” and “DebtFacility and Interim Facility”.

The Company’s head office and registered office are located at Suite 1010, 95 Wellington Street West, P.O. Box 44, Toronto,Ontario, Canada, M5J 2N7.

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TABLE OF CONTENTS

GLOSSARY ................................................................... vABOUT THIS PROSPECTUS...................................... xiMEANING OF CERTAIN REFERENCES .................. xiSTATEMENT REGARDINGFORWARD-LOOKING INFORMATION ............ xii

EXCHANGE RATE INFORMATION ....................... xivSCIENTIFIC AND TECHNICALINFORMATION.................................................... xiv

LIST OF ABBREVIATIONS....................................... xvTHIRD PARTY INFORMATION .............................. xviELIGIBILITY FOR INVESTMENT........................... xviPRESENTATION OF FINANCIALINFORMATION AND ACCOUNTINGPRINCIPLES ......................................................... xvi

MARKETING MATERIALS...................................... xviPROSPECTUS SUMMARY.......................................... 1CORPORATE STRUCTURE ...................................... 12GENERAL DEVELOPMENT AND BUSINESSOF THE COMPANY.............................................. 12

HOPE BAY PROJECT................................................. 29DEBT FACILITY AND INTERIM FACILITY .......... 49USE OF PROCEEDS ................................................... 51PLAN OF DISTRIBUTION......................................... 53SELECTED FINANCIAL INFORMATION ............... 56MANAGEMENT’S DISCUSSION ANDANALYSIS............................................................. 56

DESCRIPTION OF SECURITIES BEINGDISTRIBUTED ...................................................... 75

DIVIDEND POLICY ................................................... 75CAPITALIZATION ..................................................... 76OPTIONS TO PURCHASE SECURITIES.................. 77PRIOR SALES ............................................................. 80

SECURITIES SUBJECT TO CONTRACTUALRESTRICTION ON TRANSFER ...........................80

PRINCIPAL HOLDERS OF SECURITIES..................81DIRECTORS AND EXECUTIVE OFFICERS.............82DIRECTOR AND EXECUTIVECOMPENSATION ..................................................92

AUDIT COMMITTEE................................................100STATEMENT ON CORPORATEGOVERNANCE....................................................101

RISK FACTORS .........................................................106LEGAL PROCEEDINGS ANDREGULATORY ACTIONS ..................................121

INTEREST OF MANAGEMENT ANDOTHERS IN MATERIALTRANSACTIONS .................................................121

AUDITORS, TRANSFER AGENT ANDREGISTRAR .........................................................122

MATERIAL CONTRACTS........................................122EXPERTS....................................................................122PROMOTER ...............................................................122PURCHASERS’ STATUTORY RIGHTS OFRESCISSION.........................................................123

APPENDIX “A” AUDIT COMMITTEECHARTER ................................................................. A-1

INDEX TO FINANCIAL STATEMENTS ................. F-1

CERTIFICATE OF THE COMPANY ANDTHE PROMOTER.......................................................C-1

CERTIFICATE OF THE UNDERWRITERS.............C-2

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GLOSSARY

In this prospectus, the following capitalized terms have the following meanings, in addition to other terms defined elsewherein this prospectus.

“2015 Shareholder Meeting” has the meaning ascribed to such term in “General Development and Business of the Company– Recent Developments”.

“AANDC” means Aboriginal Affairs and Northern Development Canada.

“Administrative Agent” has the meaning ascribed to such term in “Debt Facility and Interim Facility”.

“Available Funds” has the meaning ascribed to such term in “Use of Proceeds”.

“Board” means the board of directors of the Company.

“bootstrap” means, generally, the technique of starting with existing resources to create something more complex andeffective, and when used in this prospectus means the approach intended to be utilized by the Company to develop the HopeBay Project, whereby initial production at Doris is expected to generate cash flow to fund the development of Madrid, thecash flow from which will subsequently fund the development of Boston and/or other potential discoveries that the Companymay make elsewhere along the Hope Bay greenstone belt.

“Boston” means that portion of the Hope Bay Project which contains the Boston North, B2, B3, and B4 zones.

“CDS” has the meaning ascribed to such term on the cover page of this prospectus.

“CEE” has the meaning ascribed to such term in “Management’s Discussion and Analysis – Results of Operations”.

“CIM Definition Standards” means the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards forMineral Resources and Mineral Reserves adopted by CIM Council on May 10, 2014, which are incorporated by reference inNI 43-101.

“Closing” has the meaning ascribed to such term on the cover page of this prospectus.

“Closing Date” has the meaning ascribed to such term on the cover page of this prospectus.

“Code” means the Code of Ethical Business Conduct of the Company.

“Commercial Lease” has the meaning ascribed to such term in “General Development and Business of the Company –Surface and Subsurface Rights – Surface Rights”.

“Common Shares” means the common shares in the capital of TMAC.

“Compensated Directors” has the meaning ascribed to such term in “Director and Executive Compensation – CompensationCommittee – Share Ownership Policy”.

“Consolidation” means the consolidation of the Common Shares completed by the Company on June 25, 2015 on the basisof one (1) post-consolidation common share for every three (3) issued and outstanding pre-consolidation common shares.

“Debt Facility” has the meaning ascribed to such term in “Debt Facility and Interim Facility”.

“Debt Facility Term Sheet” has the meaning ascribed to such term in “Debt Facility and Interim Facility”.

“DEIS” has the meaning ascribed to such term in “General Development and Business of the Company – Project Permitting– Madrid and Boston and the Remaining Hope Bay Project”.

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“DFO” means the Canadian Department of Fisheries and Oceans.

“Doris” means that portion of the Hope Bay Project which contains the Doris North, Doris Connector, Doris Central, andDoris Deep zones.

“Doris North” means that part of Doris currently covered by existing permits.

“Doris North Project Certificate” has the meaning ascribed to such term in “General Development and Business of theCompany – Project Permitting – Doris”.

“Doris North Water Licence” has the meaning ascribed to such term in “General Development and Business of theCompany – Project Permitting – Doris”.

“Doris Permit Amendments” has the meaning ascribed to such term in “General Development and Business of theCompany – Project Permitting – Doris”.

“Durban Plant” has the meaning ascribed to such term in “General Development and Business of the Company – SiteActivities and Preparation for Development”.

“ERM” means ERM Consultants Canada Ltd.

“FNX” means FNX Mining Company Inc., a company that merged with Quadra in May 2010 to continue as QUX.

“Founder Common Shares” has the meaning ascribed to such term in “General Development and Business of the Company– Project Acquisition and Financing”.

“Framework Agreement” has the meaning ascribed to such term in “General Development and Business of the Company –Surface and Subsurface Rights – Surface Rights”.

“Gekko” means Gekko Systems Pty Ltd., a mineral processing equipment design, engineering and construction company.

“Gekko Plant” has the meaning ascribed to such term in “General Development and Business of the Company – SiteActivities and Preparation for Development”.

“HBML” means Hope Bay Mining Ltd., an indirect subsidiary of Newmont organized under the laws of British Columbia,and its successors.

“Hope Bay Acquisition” means the acquisition completed on March 12, 2013 by the Company from HBML, an indirectsubsidiary of Newmont, of 100% of the Hope Bay Project.

“Hope Bay Project” means the mineral property and gold project of the Company in the Hope Bay greenstone belt of theKitikmeot region of Nunavut.

“Hope Bay Technical Report” means the technical report entitled “Technical Report on The Hope Bay Project, Nunavut,Canada”, dated May 28, 2015, prepared by RPA.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Boardand interpretations of the International Financial Reporting Interpretations Committee and the former StandingInterpretations Committee.

“IIBA” has the meaning ascribed to such term in “General Development and Business of the Company – Surface andSubsurface Rights – Surface Rights”.

“Initial Advances” has the meaning ascribed to such term in “Debt Facility and Interim Facility”.

“Initial Equity Financing” has the meaning ascribed to such term in “General Development and Business of the Company –Project Acquisition and Financing”.

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“Interim Facility” has the meaning ascribed to such term in “Debt Facility and Interim Facility”.

“KGHMin March 2012.

“KIA” means the Kitikmeot Inuit Association, a regional development association representing the Kitikmeot Inuit ofNunavut, designated to hold the Inuit owned land surface title in the Kitikmeot Region in accordance with the NLCA.

“KIA GSA” has the meaning ascribed to such term in “General Development and Business of the Company – Surface andSubsurface Rights – Surface Rights”.

“KIA Royalty Agreement” has the meaning ascribed to such term in “General Development and Business of the Company –Surface and Subsurface Rights – Surface Rights”.

“KPIs” has the meaning ascribed to such term in “Director and Executive Compensation – Executive Compensation –Compensation Philosophy”.

“Lenders” has the meaning ascribed to such term in “Debt Facility and Interim Facility”.

“LOM” means life of mine.

“LTIP” has the meaning ascribed to such term in “Director and Executive Compensation – Executive Compensation –Compensation Philosophy”.

“Madrid” means that portion of the Hope Bay Project which contains the Madrid North and Madrid South zones.

“Madrid North” means that portion of Madrid which contains the Naartok, Suluk and Rand zones.

“Madrid South” means that portion of Madrid which contains the Wolverine and Patch 14 zones.

“MD&A” means management’s discussion and analysis of the Company contained in this prospectus.

“MHBL” has the meaning ascribed to such term in “Hope Bay Project – History – Project Tenure History”.

“Mineral Exploration Agreement” has the meaning ascribed to such term in “General Development and Business of theCompany –Surface and Subsurface Rights – Subsurface Rights”.

“Miramar” has the meaning ascribed to such term in “Hope Bay Project – History – Project Tenure History”.

“Miramar Historical Resource Estimate” has the meaning ascribed to such term in “Hope Bay Project – History –Historical Resource Estimates and Past Production”.

“NEO” means “named executive officer”, as such term is defined in National Instrument 51-102 – Continuous DisclosureObligations.

“Newmont” means Newmont Mining Corporation, a corporation organized under the laws of Delaware, and/or its affiliateswhere applicable.

“Newmont Investor Rights Agreement” means the Investor Rights Agreement dated March 12, 2013 between the Companyand Newmont, as amended on April 28, 2014 and June 24, 2015.

“Newmont Letters of Credit” has the meaning ascribed to such term in “General Development and Business of theCompany – Environmental Protection”.

“Newmont Loan” has the meaning ascribed to such term in “General Development and Business of the Company – ProjectAcquisition and Financing”.

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“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

“NI 52-110” means National Instrument 52-110 – Audit Committees.

“NIRB” means the Nunavut Impact Review Board.

“NLCA” means the Nunavut Land Claims Agreement entered into between Her Majesty in Right of Canada and the Inuit ofthe Nunavut Settlement Area by their representatives on May 25, 1993.

“Non-Voting Common Shares” has the meaning ascribed to such term in “Corporate Structure”.

“NTI” means Nunavut Tunngavik Inc., a corporation with the objective, among others, of serving as the Inuit party toimplement the terms of any land claims agreements entered into on behalf of the Inuit of Nunavut and, specifically, to ensurethat the NLCA is implemented in Nunavut and that all related obligations are fulfilled, including those related to Inuit ownedland subsurface mineral rights.

“NWB” means the Nunavut Water Board.

“OBCA” means the Business Corporations Act (Ontario), as amended.

“Offering” has the meaning ascribed to such term on the cover page of this prospectus.

“Offering Price” has the meaning ascribed to such term on the cover page of this prospectus.

“Option” means an option issued pursuant to the Stock Option Plan.

“Optionee” has the meaning ascribed to such term in “Options to Purchase Securities – Stock Option Plan”.

“Over-Allotment Option” has the meaning ascribed to such term on the cover page of this prospectus.

“Over-Allotment Shares” has the meaning ascribed to such term on the cover page of this prospectus.

“Overbonding Amount” has the meaning ascribed to such term in “Management’s Discussion and Analysis – Related PartyTransactions – Transactions with Newmont – Newmont Letters of Credit”.

“PEA Report” has the meaning ascribed to such term in “General Development and Business of the Company – Exploration,Preliminary Economic Assessment, and Pre-Feasibility Study”.

“PFS” has the meaning ascribed to such term in “General Development and Business of the Company – Exploration,Preliminary Economic Assessment, and Pre-Feasibility Study”.

“QA/QC” means quality assurance and quality control.

“Quadra” means Quadra Mining Ltd., a company that merged with FNX in May 2010 to continue as QUX.

“QUX” means Quadra FNX Mining Ltd., the company formed from the merger of FNX and Quadra in May 2010.

“RCF” means Resource Capital Fund VI L.P., a limited partnership administered by Resource Capital Funds (“RCFFunds”), a group of mining-focused private equity funds.

“RCF 2014 Subscription Agreement” means the Subscription Agreement dated April 28, 2014 between the Company andRCF.

“RCF 2015 Subscription Agreement” means the Subscription Agreement dated January 5, 2015 between the Company andRCF.

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“Relevant Threshold” has the meaning ascribed to such term in “Director and Executive Compensation – CompensationCommittee – Share Ownership Policy”.

“Restricted Share Plan” means the restricted share plan adopted by the Board on January 22, 2013, as amended from timeto time prior to the most recent ratification and approval of such plan by the shareholders of the Company on June 25, 2015.

“RPA” means Roscoe Postle Associates Inc., geological and mining consultant for TMAC.

“RSP Participant” has the meaning ascribed to such term in “Options to Purchase Securities – Restricted Share Plan”.

“RSR” means a restricted share right issued pursuant to the Restricted Share Plan.

“Second Equity Financing” has the meaning ascribed to such term in “General Development and Business of the Company– Project Acquisition and Financing”.

“SEDAR” means the System for Electronic Document Analysis and Retrieval, which may be accessed at www.sedar.com.

“Share Ownership Officers” has the meaning ascribed to such term in “Director and Executive Compensation –Compensation Committee – Responsibilities of the Compensation Committee”.

“Share Ownership Policy” means the share and share-based ownership policy requirements established by the Company forthe Compensated Directors and for the Share Ownership Officers.

“SRK” means SRK Consulting (Canada) Inc.

“STIP” has the meaning ascribed to such term in “Director and Executive Compensation – Executive Compensation –Compensation Philosophy”.

“Stock Option Plan” means the stock option plan adopted by the Board on January 22, 2013, as amended from time to timeprior to the most recent ratification and approval of such plan by the shareholders of the Company on June 25, 2015.

“Subsequent Advances” has the meaning ascribed to such term in “Debt Facility and Interim Facility”.

“Tax Act” means the Income Tax Act (Canada), as amended.

“Third Equity Financing” has the meaning ascribed to such term in “General Development and Business of the Company –Project Acquisition and Financing”.

“TIA” has the meaning ascribed to such term in “General Development and Business of the Company – Project Permitting –Doris”.

“TMAC” or the “Company” means TMAC Resources Inc.

“Transaction Agreement” means the Transaction Agreement dated January 25, 2013 between the Company and HBML (assucceeded in interest by Newmont Mining B.C. ULC), as amended on March 12, 2013, December 5, 2014 and June 24, 2015.

“Transaction GSA” means the General Security Agreement dated March 12, 2013 entered into by the Company for thebenefit of HBML.

“TSX” means the Toronto Stock Exchange.

“Underwriters” or “Underwriter” has the meaning ascribed to such term on the cover page of this prospectus.

“Underwriters’ Fee” has the meaning ascribed to such term on the cover page of this prospectus.

“Underwriting Agreement” has the meaning ascribed to such term on the cover page of this prospectus.

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“US Dollars” or “US$” means the currency of the United States of America.

“U.S. Securities Act” has the meaning ascribed to such term on the cover page of this prospectus.

“WWCA” has the meaning ascribed to such term in “General Development and Business of the Company – Surface andSubsurface Rights – Surface Rights”.

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ABOUT THIS PROSPECTUS

An investor should rely only on the information contained in this prospectus and is not entitled to rely on parts of theinformation contained in this prospectus to the exclusion of others. The Company has not, and the Underwriters have not,authorized anyone to provide investors with additional or different information.

Unless otherwise indicated, the information contained in this prospectus is accurate only as of the date of thisprospectus, regardless of the time of delivery of this prospectus or any sale of the Common Shares. The Company’s business,financial condition, operating results and prospects may have changed since the date of this prospectus.

The Company is not, and the Underwriters are not, offering to sell the Common Shares in any jurisdiction where theoffer or sale of such securities is not permitted. For investors outside Canada, none of the Company or any of theUnderwriters has done anything that would permit the Offering or possession or distribution of this prospectus in anyjurisdiction where action for that purpose is required, other than in Canada. Investors are required to inform themselvesabout, and to observe, any restrictions relating to the Offering and the possession or distribution of this prospectus.

Any graphs, tables, pictures or other information demonstrating the historical performance or current or historicalattributes of the Company or any other entity contained in this prospectus are intended only to illustrate past performance orcurrent or historical attributes of such entities and are not necessarily indicative of future performance of the Company orsuch entities.

Unless otherwise indicated, all information in this prospectus assumes that the Over-Allotment Option has not beenexercised.

Subsequent to the 2015 Shareholder Meeting, on June 25, 2015, the Company filed articles of amendment to removethe right of retraction set out in the articles and to effect the Consolidation. References in this prospectus to the OfferingPrice, the number of Common Shares to be issued pursuant to the Offering and the Over-Allotment Shares are on a post-Consolidation basis. In addition, all numbers referring to, or based on, the issued and outstanding shares, or shares that havebeen or will be issued or made issuable, or that refer to some number or amount per share, including but not limited to basicand diluted loss per share, have been adjusted as and to the extent necessary to account for the Consolidation. In certaininstances, upon adjustment to account for the Consolidation, share numbers have been rounded.

MEANING OF CERTAIN REFERENCES

Unless otherwise noted or the context otherwise indicates, “TMAC” or the “Company” refers to TMAC ResourcesInc. as constituted on the date of this prospectus. Where the context requires, all references in this prospectus to the“Offering” include the Over-Allotment Option and all references in this prospectus to “Common Shares” include the Over-Allotment Shares.

All dollar amounts in this prospectus are expressed in Canadian dollars, except as otherwise indicated. References to“$” or “dollars” are to Canadian dollars and references to “US$” are to United States dollars.

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STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains “forward-looking information” within the meaning of applicable Canadian securities laws.Forward-looking information includes statements that use forward-looking terminology such as “may”, “could”, “would”,“will”, “intend”, “plan”, “expect”, “budget”, “estimate”, “forecast”, “schedule”, “anticipate”, “believe”, “continue”,“potential” or the negative or grammatical variation thereof or other variations thereof or comparable terminology. Suchforward-looking information includes, without limitation, statements with respect to Mineral Reserve and Mineral Resourceestimates; targeting additional Mineral Resources and expansion of deposits; the capital and operating cost estimates and theeconomic analyses (including cashflow projections) from the Hope Bay Technical Report; the Company’s expectations,strategies and plans for the Hope Bay Project, including the Company’s planned exploration and development activities; theresults of future exploration and drilling and estimated completion dates for certain milestones; successfully adding orupgrading Mineral Resources and successfully developing new deposits; the costs and timing of future exploration anddevelopment, including the timing for completion and commissioning of the Gekko Plant; commencement of production atDoris in December 2016, at Madrid in 2020 and at Boston in 2022; the Company “bootstrapping” the development of Madridand Boston; the timing and amount of future production at Doris, Madrid and Boston and the capacity of the Gekko Plant toprocess production; the timing, receipt and maintenance of approvals, licences and permits from the federal government,from Nunavut government agencies, from the KIA and NTI and from any other applicable government, regulator oradministrative body; future financial or operating performance and condition of the Company and its business, operations andproperties; the expected completion date of the Debt Facility and any Interim Facility; the intended use of the net proceeds ofthe Offering, the Debt Facility and any Interim Facility; the adequacy of funds from the Offering and the Debt Facility tosupport completion of initial development of Doris and commence commercial production; and any other statement that maypredict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements.

Forward-looking information is not a guarantee of future performance and is based upon a number of estimates andassumptions of management, in light of management’s experience and perception of trends, current conditions and expecteddevelopments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of thedate of this prospectus including, without limitation, assumptions about: favourable equity and debt capital markets; theability to raise any necessary additional capital on reasonable terms to advance the development of the Hope Bay Project andpursue planned exploration; future prices of gold and other metal prices; the timing and results of exploration and drillingprograms; the accuracy of any Mineral Reserve and Mineral Resource estimates; the geology of the Hope Bay Project beingas described in the Hope Bay Technical Report; the metallurgical characteristics of the Hope Bay Project being suitable forthe Gekko Plant; the successful operation of the Gekko Plant; production costs; the accuracy of budgeted exploration anddevelopment costs and expenditures, including to complete development of the infrastructure at the Hope Bay Project; theprice of other commodities such as fuel; future currency exchange rates and interest rates; operating conditions beingfavourable, including whereby the Company is able to operate in a safe, efficient and effective manner; political andregulatory stability; the receipt of governmental and third party approvals, licences and permits on favourable terms;obtaining required renewals for existing approvals, licences, permits and Inuit agreements and obtaining all other requiredapprovals, licences, permits and Inuit Agreements on favourable terms; sustained labour stability; stability in financial andcapital goods markets; availability of equipment; positive relations with the KIA and NTI and other local groups and theCompany’s ability to meet its obligations under its property agreements with such groups; the Company’s ability to operatein the harsh northern Canadian climate; and satisfying the terms and conditions of the Debt Facility and any Interim Facility.While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significantbusiness, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factorsthat could cause actual actions, events, conditions, results, performance or achievements to be materially different from thoseprojected in the forward-looking information. Many assumptions are based on factors and events that are not within thecontrol of the Company and there is no assurance they will prove to be correct.

Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties andother factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company tobe materially different from any future plans, intentions, activities, results, performance or achievements expressed or impliedby such forward-looking information. Such risks include, without limitation: general business, social, economic, political,regulatory and competitive uncertainties; differences in size, grade, continuity, geometry or location of mineralization fromthat predicted by geological modelling and the subjective and interpretative nature of the geological modelling process; thespeculative nature of mineral exploration and development, including the risk of diminishing quantities or grades ofmineralization and the inherent riskiness of Inferred Mineral Resources; a material decline in the price of gold; a failure toachieve commercial viability, despite an acceptable gold price, or the presence of cost overruns which render the Hope BayProject uneconomic; geological, hydrological and climactic events which may adversely affect infrastructure, operations and

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development plans, and the inability to effectively mitigate or predict with certainty the occurrence of such events; the DebtFacility is not committed; credit and liquidity risks associated with the Company’s financing activities, including constraintson the Company’s ability to raise and expend funds as a result of operational and reporting covenants associated with theDebt Facility and any Interim Facility and the risk that the Company will be unable to service its indebtedness; theCompany’s inability to raise sufficient funds to develop the Hope Bay Project into commercial production; delays inconstruction or development of the Hope Bay Project resulting from delays in the performance of the obligations of theCompany’s contractors and consultants, the receipt of governmental and third party approvals, licences and permits in atimely manner or to complete and successfully operate mining and processing components; the Company’s failure toaccurately model and budget future capital and operating costs associated with the development and operation of the HopeBay Project; difficulties with transportation and logistics relating to the delivery of essential equipment and supplies to theHope Bay Project, including by way of airlift and sealift, and the logistical challenges presented by the Hope Bay Project’slocation in a remote Arctic environment; the Company’s failure to develop or supply adequate infrastructure to sustain thedevelopment and operation of the Hope Bay Project, including the provision of reliable sources of electrical power, water,and transportation; adverse fluctuations in the market prices and availability of commodities and equipment affecting theCompany’s business and operations; the unavailability of specialized expertise in respect of operating in a remote,environmentally extreme and ecologically sensitive area such as in the Kitikmeot region of Nunavut; the Company’smanagement being unable to successfully apply their skills and experience and attract and retain highly skilled personnel; thecyclical nature of the mining industry and increasing prices and competition for resources and personnel during mining cyclepeaks; the Company’s failure to maintain good working relationships with Inuit organizations; the Company’s failure tocomply with laws and regulations or other regulatory requirements; the Company’s failure to comply with existing approvals,licences and permits, and Inuit agreements, and the Company’s inability to renew existing approvals, licences, permits andInuit agreements or obtain required new approvals, licences, permits and Inuit agreements on timelines required to supportdevelopment plans; the Company’s failure to comply with environmental regulations, the tendency of such regulations tobecome more strict over time, and the costs associated with maintaining and monitoring compliance with such regulations;the adverse influence of third party stakeholders including social and environmental non-governmental organizations; theadverse impact of competitive conditions in the mineral exploration and mining business; the Company’s failure to maintainsatisfactory labour relations and the risk of labour disruptions or changes in legislation relating to labour; the Company’s lackof operating history and no history of earnings; failure by the Company to use the proceeds of the Offering in the mannerspecified in this prospectus; limits of insurance coverage and uninsurable risk; the adverse effect of currency fluctuations onthe Company’s financial performance; difficulties associated with enforcing judgements against directors residing outside ofCanada; conflicts of interest; the significant control exercised by RCF and Newmont over the Company; the dilutive effect offuture acquisitions or financing activities and the failure of future acquisitions to deliver the benefits anticipated; failure ofthe Company’s information technology systems or the security measures protecting such systems; the costs associated withlegal proceedings should the Company become the subject of litigation or regulatory proceedings; costs associated withcomplying with public company regulatory reporting requirements; and other risks involved in the exploration, developmentand mining business generally, including, without limitation, environmental risks and hazards, cave-ins, flooding, rock burstsand other acts of God or natural disasters or unfavourable operating conditions. Although the Company has attempted toidentify important factors that could cause actual actions, events, conditions, results, performance or achievements to differmaterially from those described in forward-looking information, there may be other factors that cause actions, events,conditions, results, performance or achievements to differ from those anticipated, estimated or intended. See “Risk Factors”for a discussion of certain factors investors should carefully consider before deciding to invest in the Common Shares.

The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other eventsor circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or impliedby, the forward-looking information contained herein. There can be no assurance that forward-looking information will proveto be accurate, as actual results and future events could differ materially from those anticipated in such information.Accordingly, investors should not place undue reliance on forward-looking information.

Forward-looking information contained herein is made as of the date of this prospectus and the Company disclaimsany obligation to update or revise any forward-looking information, whether as a result of new information, future events orresults or otherwise, except as and to the extent required by applicable securities laws.

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EXCHANGE RATE INFORMATION

The following table sets forth, for each period indicated, the exchange rate of the Canadian dollar to the US dollar atthe end of such period and the average, high and low exchange rates for such period (such rates, which are expressed inCanadian dollars, are based on the noon exchange rate for US Dollars reported by the Bank of Canada).

Three months endedMarch 31, 2015

($)

Year endedDecember 31, 2014

($)Rate at end of period 1.2683 1.1601Average rate during period 1.2412 1.1045Highest rate during period 1.2803 1.1643Lowest rate during period 1.1728 1.0614

On June 25, 2015, the last business day before the date of this prospectus, the Bank of Canada noon exchange ratefor the purchase of one US dollar using Canadian dollars was $1.2347 ($1.00 = US$0.8099).

SCIENTIFIC AND TECHNICAL INFORMATION

Scientific and technical information relating to the Hope Bay Project contained in this prospectus is derived from,and in some instances is a direct extract from, and based on the assumptions, qualifications and procedures set out in, theHope Bay Technical Report. Reference should be made to the full text of the Hope Bay Technical Report, which is availablefor review under the Company’s profile on SEDAR at www.sedar.com.

CIM Definition Standards

The Mineral Reserves and Mineral Resources for the Hope Bay Project (including as used in the Hope BayTechnical Report) have been estimated in accordance with the CIM Definition Standards, which are incorporated byreference in NI 43-101. The following definitions are reproduced from the CIM Definition Standards:

“Mineral Resource” means a concentration or occurrence of solid material of economic interest in or on the Earth’s crust insuch form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location,quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated orinterpreted from specific geological evidence and knowledge, including sampling.

“Inferred Mineral Resource” means that part of a Mineral Resource for which quantity and grade or quality are estimatedon the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geologicaland grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to anIndicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority ofInferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

“Indicated Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shapeand physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors asdescribed below in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient toassume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lowerlevel of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable MineralReserve.

“Measured Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape,and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to supportdetailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived fromdetailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuitybetween points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either anIndicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to aProbable Mineral Reserve.

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“Mineral Reserve” means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includesdiluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined bystudies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studiesdemonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which MineralReserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that,in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included toensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must bedemonstrated by a pre-feasibility study or feasibility study.

“Probable Mineral Reserve” means the economically mineable part of an Indicated, and in some circumstances, a MeasuredMineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than thatapplying to a Proven Mineral Reserve.

“Proven Mineral Reserve” means the economically mineable part of a Measured Mineral Resource. A Proven MineralReserve implies a high degree of confidence in the Modifying Factors.

For the purposes of the CIM Definition Standards, “Modifying Factors” are considerations used to convert MineralResources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure,economic, marketing, legal, environmental, social and governmental factors.

Historical Estimates

The Miramar Historical Resource Estimate detailed at “Hope Bay Project – History – Historical Resource Estimatesand Past Production” was presented in a press release of MHBL dated April 4, 2007. The Miramar Historical ResourceEstimate was prepared by MHBL (in respect of Madrid) and Watts, Griffis and McOuat Limited (in respect of Doris andBoston) and had an effective date of December 31, 2006. The Doris and Boston estimates were initially contained in atechnical report of Miramar dated June 20, 2006 with an effective date of December 31, 2005. The Miramar HistoricalResource Estimate was estimated utilizing three dimensional block model methods, except for the South Suluk and SouthPatch 14 areas, which were estimated utilizing a two dimensional polygonal approach. All deposits were subject to a cappingexercise whereby capping grades were applied as determined by geostatistical analysis. Also, cut-off grades were used for alldeposits and vary according to deposit size, grade and geometry. The Miramar Historical Resource Estimate was based oncut-off grades of: 4.0 g/t Au at Boston, 1.5 g/t Au at Madrid and 5.0-8.0 g/t Au at Doris. Indicated Mineral Resourcesgenerally lay within 25 metres of a drill hole within detail drilled areas; and Inferred Mineral Resources generally lay nomore than 50 metres from a drill hole except for a portion of the thicker zones at Naartok, which had been extended up to 100metres where geological confidence was displayed. A qualified person for the Company has not done sufficient work toclassify the Miramar Historical Resource Estimate as current Mineral Resources or Mineral Reserves. The Company is nottreating the Miramar Historical Resource Estimate as current Mineral Resources or Mineral Reserves and such estimate is notincluded in the Mineral Resource estimates for the Hope Bay Project described herein and in the Hope Bay Technical Report.

LIST OF ABBREVIATIONS

In this prospectus, the following abbreviations have the meanings set forth below:

Au gold mm millimetreft foot Moz millions of Troy ouncesg gram Mt millions of metric tonnesg/t grams per tonne MW megawattha hectare MWh/yr megawatt hours per yearkm kilometre oz Troy ounce (31.1035 g)koz thousands of Troy ounces t metric tonnekW kilowatt tpd metric tonnes per daym metre m micrometremasl metres above sea level

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THIRD PARTY INFORMATION

This prospectus includes market, industry and economic data which was obtained from various publicly availablesources and other sources believed by the Company to be true. Although the Company believes it to be reliable, none of theCompany nor any of the Underwriters has independently verified any of the data from third party sources referred to in thisprospectus, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained theunderlying economic and other assumptions relied upon by such sources. The Company believes that its market, industry andeconomic data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to theaccuracy or completeness thereof. The accuracy and completeness of the market, industry and economic data used throughoutthis prospectus are not guaranteed and neither the Company nor the Underwriters make any representation as to the accuracyof such information.

ELIGIBILITY FOR INVESTMENT

In the opinion of Cassels Brock & Blackwell LLP, legal counsel to the Company, and Bennett Jones LLP, legalcounsel to the Underwriters, based on the current provisions of the Tax Act and the regulations thereunder (the“Regulations”), provided that the Common Shares are listed on a “designated stock exchange” for the purposes of the TaxAct (which currently includes the TSX) at the relevant time, the Common Shares will be “qualified investments” under theTax Act and the Regulations for a trust governed by a “registered retirement savings plan” (“RRSP”), “registered retirementincome fund” (“RRIF”), “tax-free savings account” (“TFSA”), “registered education savings plan”, “deferred profit sharingplan” or “registered disability savings plan” (as those terms are defined in the Tax Act).

Notwithstanding that the Common Shares may be qualified investments for an RRSP, RRIF or TFSA (a“Registered Plan”), if the Common Shares are a “prohibited investment” within the meaning of the Tax Act for theRegistered Plan, the annuitant or holder of the Registered Plan, as the case may be, will be subject to penalty taxes as set outin the Tax Act. The Common Shares will generally not be a prohibited investment for a Registered Plan if the annuitant orholder, as the case may be (a) deals at arm’s length with the Company for the purposes of the Tax Act, and (b) does not havea “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company. Inaddition, the Common Shares will not be a prohibited investment if the Common Shares are “excluded property” (as definedin the Tax Act for purposes of the prohibited investment rules) for a Registered Plan.

Prospective investors who intend to invest through a Registered Plan should consult their own tax adviserswith respect to whether Common Shares would be a prohibited investment having regard to their particularcircumstances.

PRESENTATION OF FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

The Company presents its financial statements in Canadian dollars. The financial statements of the Company andfinancial data derived therefrom contained in this prospectus have been prepared in accordance with IFRS.

MARKETINGMATERIALS

The following “marketing materials” (as such term is defined in National Instrument 41-101 – General ProspectusRequirements), filed with the securities commission or similar authority in each of the provinces and territories of Canadaexcept Québec, are incorporated by reference into this prospectus:

(1) template version of an indicative term sheet dated June 2, 2015; and

(2) template version of an investor presentation titled “TMAC Initial Public Offering: The Path to Production in theHope Bay Belt” dated June, 2015.

The above-mentioned marketing materials are available for review under the Company’s profile on SEDAR atwww.sedar.com.

This prospectus modifies the following statements of material facts that appeared in the initial template versions ofthe indicative term sheet and the investor presentation: the size of the Offering (including the number of Common Shares tobe issued under the Offering and the gross proceeds to be realized from the Offering), the expected shareholdings of RCF and

xvii

Newmont upon completion of the Offering, and the status of the application by the Company to list the Common Shares onthe TSX.

The Company has prepared revised template versions of the indicative term sheet and the investor presentation,which have been blacklined to show the modified statements. The foregoing summary of modifications to the indicative termsheet and the investor presentation are not exhaustive and are qualified by the information contained in the revised templateversions of the indicative term sheet and the investor presentation, which have been filed with the securities commission orsimilar authority in each of the provinces and territories of Canada except Québec and are available for review under theCompany’s profile on SEDAR at www.sedar.com.

Any template version of any marketing materials that have been utilized by the Underwriters in connection with theOffering are not part of this prospectus to the extent that the contents of the template version of the marketing materials havebeen modified or superseded by a statement contained in this prospectus.

In addition, any template version of any other marketing materials filed with the securities commission or similarauthority in each of the provinces and territories of Canada except Québec in connection with the Offering after the date ofthis prospectus, but prior to the termination of the distribution of Common Shares under this prospectus (including anyamendments to, or an amended version of, any template version of any marketing materials), is deemed to be incorporated byreference herein.

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PROSPECTUS SUMMARY

The following is a summary of the principal features of the Offering and is qualified in its entirety by, and should be readtogether with, the more detailed information, financial statements and MD&A contained elsewhere in this prospectus.This summary does not contain all of the information a potential investor should consider before investing in CommonShares. Please refer to the “Glossary” for a list of defined terms used herein.

TMAC

TMAC Resources Inc. was incorporated under the OBCA on October 30, 2012. TMAC’s principal business objectives arethe acquisition, exploration and development of precious metal resource properties. The Company’s principal asset is a 100%interest in the Hope Bay Project, which it acquired from Newmont in March 2013. The Company’s near term goal is to bringthe Hope Bay Project into production, beginning with bringing Doris into production by the end of 2016.

Since TMAC’s incorporation, it has focused on the exploration and development of the Hope Bay Project and the raising ofequity capital to fund such property exploration and development. TMAC has a Board with depth of experience and marketcredibility and an exploration and development team with an extensive track record of developing high-grade, profitableunderground mines.

INVESTMENT HIGHLIGHTS

High Quality Gold Project Supported by a Robust Pre-Feasibility Study

TMAC owns 100% of the 1,101 square kilometre (approximately 80 km by 20 km) Hope Bay Project located in Nunavut,Canada. The Hope Bay Project is a high-grade gold deposit with established Measured and Indicated Mineral Resourcestotalling approximately 4.5 million ounces of gold at an average grade of 9.2 g/t Au and Inferred Mineral Resources totallingapproximately 1.4 million ounces of gold at an average grade of 7.4 g/t Au, and with recently established Proven andProbable Mineral Reserves totalling approximately 3.5 million ounces of gold at an average grade of 7.7 g/t Au (suchestimates having an effective date of March 31, 2015).

Hope Bay Project Mineral Reserves and Resources

Tonnes GradeContainedMetal

(Mt) (g/t Au) (koz Au)Proven 1.3 11.0 461Probable 12.9 7.4 3,046

Total Proven & Probable Reserves 14.2 7.7 3,507

Measured 1.1 15.1 510Indicated 14.1 8.8 4,001

Total Measured & Indicated Resources(1) 15.2 9.2 4,511

Inferred 6.0 7.4 1,429

Note:(1) Measured and Indicated Resources shown inclusive of Proven and Probable Reserves.

20.217.7

11.59.7 9.4 8.4 8.1 7.9 7.1 6.6 6.3 6.0

DorisHinge

Patch 14(Madrid)

Wolverine(Madrid)

BostonUGB2

DorisConnector/ Central

Naartok(Madrid)

BostonUGB3/B4

Suluk(Madrid)

DorisConnectorDeep

Rand(Madrid)

DorisNorthDeep

BostonUGNorth

Measured & Indicated Grade by Zone (g/t Au)

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On April 24, 2015, the Company announced the completion of the PFS establishing a robust development plan for the HopeBay Project. The PFS estimated that the Hope Bay Project could produce an average of 160,000 oz of Au annually over a 20-year LOM at an attractive all-in sustaining cost of US$785/oz, including average production of 183,000 oz of Au annuallyover the first five years following start-up.

PFS Mine Plan: Gold Production and Grade

The PFS estimates that the post-tax net present value of the Hope Bay Project at a 5% discount rate (discounted to December31, 2014) is $626 million, with a post-tax internal rate of return of 40% (both calculated at a gold price of US$1,250/oz andan exchange rate of $1.1765 = US$1.00), which results in a 1.7-year payback on capital expenditures from start ofproduction.

See “Hope Bay Project”.

Hope Bay Project PFS: Highlights

Mine Life 20 Years

Tonnes Ore Mined 14.3 million

Average Grade (LOM) 7.6 g/t Au

Average Grade (First 5 Years) 9.4 g/t Au

Average Annual Gold Production (LOM) 160,000 oz

Average Annual Gold Production (First 5 Years) 183,000 oz

Total Recovered Gold 3.2 million oz

All-in Sustaining Costs (LOM)(1) US$785/oz

All-in Sustaining Costs (First 5 Years)(1) US$757/oz

Post-Tax Payback Period 1.7 Years

Pre-Tax NPV5% $848 million

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Pre-Tax IRR 44%

Post-Tax NPV5% $626 million

Post-Tax IRR 40%

Note:(1) All-in sustaining cost figures above include pre-production development capital for Boston and Madrid. Excluding the development

capital would result in all-in sustaining costs of US$747/oz over the LOM and all-in sustaining costs of US$625/oz over the first fiveyears.

Hope Bay Project PFS: Attractive Cost Profile(1)(2)US$/oz US$/t US$MM $MM

Mining 339 76 1,082 1,273Processing 128 29 408 480Surface and G&A 171 38 547 644

Total Operating Costs 638 143 2,038 2,398

Refining/Transport and Royalties 31 7 99 116Sustaining Capex (incl. Closure Costs) 116 26 371 436

All-in Sustaining Costs 785 175 2,508 2,950

Pre-production Capex 54 12 175 206

Total All-in Costs 839 188 2,682 3,155

Note:(1) US$ figures are based on an exchange rate of $1.1765 = US$1.00. Per tonne figures are based on 14.3 million tonnes processed over

the LOM. Per ounce figures are based on 3.2 million ounces of gold produced over the LOM.(2) Totals may not sum due to rounding.

Significantly De-Risked Through Investment, Stakeholder Relations, and Permitting

The Hope Bay Project has been significantly de-risked by TMAC and prior owners of the Hope Bay Project, as follows:

Over $1 billion of prior expenditures have been invested in the Hope Bay Project, including substantial spending oninfrastructure already installed on site and on underground development.

TMAC achieved drilling success in 2014, increasing total Measured and Indicated Mineral Resources by 62%.

TMAC is in possession of all material federal and territorial environmental regulatory approvals required to commenceproduction at Doris North.

First production at Doris is targeted for late 2016.

On March 30, 2015, TMAC entered into a series of landmark 20-year comprehensive agreements with the KIA withrespect to the Inuit owned surface title for the lands on which the Hope Bay Project is located and the KIA became ashareholder of TMAC.

A significant cornerstone investor base is in place, led by RCF and Newmont, which remain the largest shareholders ofTMAC, and have committed to purchase $45 million and $22 million of Common Shares in the Offering, respectively, ifthe Offering proceeds in the manner contemplated in this prospectus.

See “General Development and Business of the Company”.

Completion of the Offering and Debt Facility Will Result in a Fully-Funded Company

The net proceeds of the Offering combined with TMAC’s cash balance and the proposed senior Debt Facility of up toUS$120 million is expected to fully finance the Company for targeted first production at Doris in late 2016. See “DebtFacility and Interim Facility”.

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The remaining capital expenditure of just $206 million estimated to be required to achieve first production, together with anestimated $66 million of costs related to working capital, letters of credit, exploration, permitting, G&A, and other corporatepurposes for a total of $290 million, reflects the significant capital investment that has already been made at the Hope BayProject.

There may be circumstances where, for sound business reasons, funds may be re-allocated at the discretion of the Board ormanagement. See “Use of Proceeds”.

TMAC intends to utilize the “bootstrap” approach to developing the Hope Bay Project. This approach to development hasbeen used for decades of historical gold mining camp development in the Canadian Shield, most notably in the KirklandLake, Timmins and Val D’Or gold camps, and is an approach that was successfully utilized by a number of TMACexecutives when they built FNX from a junior company into a mid-tier, multi-billion dollar, diversified Canadian miningcompany. When successfully utilized, relatively shallow, high-grade, underground “capital modest” mining generates cashflow to fund additional surface infrastructure and underground development of further deposits. At the Hope Bay Project,initial production at Doris is expected to generate cash flow to fund the development of Madrid, the cash flow from whichwill subsequently fund the development of Boston and/or other potential discoveries that TMAC may make elsewhere alongthe Hope Bay greenstone belt, which management believes holds high-grade gold targets throughout.

Proven Management Team and Board

TMAC is led by an executive management team and Board that has a long-standing track record of creating significantshareholder value through exploration success, project development, and the profitable operation of developed mines.

Terry MacGibbon, Executive Chairman of TMAC, has over 45 years of experience in the mining business, and as founder,Chief Executive Officer and now Chairman, Mr. MacGibbon and his team built FNX from a junior exploration company intoa mid-tier, multi-billion dollar, diversified Canadian mining company which ultimately merged with Quadra to form QUX in

transaction value of $3.5 billion.

Catharine Farrow, Chief Executive Officer of TMAC, is a professional geoscientist with more than 20 years of miningindustry experience, having acted in several senior roles with KGHM, QUX, and FNX between 2003 and 2013, most recentlyas Chief Operating Officer of KGHM. She is a member of the board of directors of Franco Nevada, PDAC and the CanadianBreast Cancer Society – Ontario Region. Ms. Farrow is also an Adjunct Professor at Laurentian University and a member ofseveral professional organizations.

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Gord Morrison, President and Chief Technology Officer of TMAC, has 44 years of experience in the mining industry,ranging from leading successful exploration teams, through development and operations in both underground and large-scale,open pit environments. Mr. Morrison has built and led teams responsible for the discovery of 13 major polymetallic andprecious metal deposits, six of which are producing mines, and four of which are at the feasibility stage. Mr. Morrison is anacknowledged expert in the geology and exploration of the Sudbury Complex, and has worldwide experience in theexploration for copper, nickel and precious metals. Mr. Morrison was previously Chief Technology Officer of KGHM, heldmultiple executive roles with QUX and played an integral part in building FNX.

Exploration Upside Beyond the PFS Mine Plan

While the PFS presents a robust development scenario for the Hope Bay Project, TMAC management believes that there issignificant potential for further exploration success to increase the value delivered to shareholders of the Company andinvestors in the Offering. Management believes there are opportunities for both expansion of the existing established MineralReserve and Mineral Resource base at Doris, Madrid, and Boston and potential for further discoveries on the balance of thelarge and underexplored Hope Bay Project land package. Management considers the Hope Bay Project to have excellentexploration potential at a variety of scales, ranging from building upon the PFS-defined mine plan with the addition ofMineral Resources near existing or planned mine infrastructure at Doris, Madrid and Boston, to the discovery of new gold-mineralized trends and possibly different gold deposit types elsewhere in the belt. All known deposits are open at depth andalong strike.

Hope Bay Project Potential

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THE OFFERING

Offering: This prospectus qualifies the distribution of 22,500,000 Common Shares (not including theexercise of the Over-Allotment Option).

Offering Price: $6.00 per Common Share.

Amount: $135,000,000 (not including the exercise of the Over-Allotment Option).

Over-AllotmentOption:

The Company has granted to the Underwriters the Over-Allotment Option, exercisable in whole orin part, at any time and from time to time, at the sole discretion of the Underwriters, to purchasefrom the Company at the Offering Price up to an additional number of Common Shares equal to15% of the aggregate number of Common Shares purchased under the Offering for a period of 30days from and including the Closing Date to cover over-allotments, if any, and consequentialmarket stabilization. See “Plan of Distribution”.

Underwriters’ Fee: The Company has agreed to pay the Underwriters’ Fee equal to 6% of the gross proceeds of theOffering (including in respect of any exercise of the Over-Allotment Option), subject to reductionto 2% of the gross proceeds from subscriptions by RCF and Newmont (including in respect of anyexercise of the Over-Allotment Option). See “Plan of Distribution”.

Lead Investors: RCF and Newmont currently hold 38.7% and 37.0% of the issued and outstanding CommonShares, on a non-diluted basis, respectively. RCF and Newmont have committed to purchase $45million and $22 million of Common Shares, respectively, if the Offering proceeds in the mannercontemplated in this prospectus, such that following completion of the Offering and prior togiving effect to the exercise of the Over-Allotment Option, RCF and Newmont would hold 37.1%and 30.7% of the issued and outstanding Common Shares, on a non-diluted basis, respectively.

Use of Proceeds: Prior to giving effect to the exercise of the Over-Allotment Option, and after deducting theUnderwriters’ Fee (assuming that, of the $135 million of gross proceeds, the full Underwriters’Fee of 6% is paid on $68 million and the reduced Underwriters’ Fee of 2% is paid on $67 million)and the estimated expenses of the Offering of $1 million, the Company’s estimated net proceedsfrom the Offering will be $129 million. In addition, the Company had $68 million of cash andcash equivalents available immediately after the closing of the Third Equity Financing, which,together with the estimated net proceeds from the Offering and estimated net proceeds from theDebt Facility (assuming it is completed and fully drawn), will be approximately $347 million.

The Company intends to use the Available Funds to advance the Hope Bay Project, as detailedunder “Hope Bay Project”, which includes using the Available Funds as indicated in the followingtable:(1)

Principal Purpose

Estimated Amount to beExpended(2)($ million)

Hope Bay Project DevelopmentDirects

Mine Equipment Purchase 18Mine Development 4Surface Equipment Purchase 4Process Equipment 78Infrastructure 16Sub-Total Directs: 120

Indirects 20Capitalized Pre-Production Operating Costs 39Sub-Total Directs and Indirects: 179Contingency – 15% 27

Hope Bay Project Development Sub-Total: 206

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Collateral for letters of credit 26Corporate, exploration, permitting and general expenditure related to theHope Bay Project 58Sub-Total: 290General corporate purposes(3) 57Total: 347

Notes:(1) To the extent that an Interim Facility is obtained, the proceeds from the Interim Facility would be used for the

purposes outlined in the foregoing table and proceeds from the Offering would be used to repay the outstandingobligations under the Interim Facility. See “Debt Facility and Interim Facility”.

(2) $13 million of the $290 million in proposed expenditures had been incurred by March 31, 2015.(3) Assuming that the Over-Allotment Option is exercised in full, the Company would receive additional net

proceeds of approximately $19 million, after deducting the Underwriters’ Fee (assuming that the fullUnderwriters’ Fee of 6% is paid on the gross proceeds obtained from the exercise of the Over-AllotmentOption). The Company anticipates that these additional proceeds will be allocated for general corporatepurposes.

From its inception to the date of this prospectus, the Company has had negative cash flow andanticipates experiencing negative cash flow during the current financial year. The Companyintends to fund its negative cash flow from the proceeds of the Offering, the Debt Facility andexisting working capital as at the date of this prospectus. The Company anticipates that theproceeds of the Offering, together with the Debt Facility and its existing working capital, will besufficient to fund its development and exploration programs and to meet its administrative andoperating costs through to the commencement of commercial production at Doris.

Unutilized proceeds of the Offering will be invested by the Company in an interest bearingaccount with a major Canadian bank.

While the Company intends to spend the available funds as stated above, there may becircumstances where, for sound business reasons, funds may be re-allocated at the discretion ofthe Board or management. See “Use of Proceeds”.

It is not a condition to Closing that TMAC has executed definitive documentation for the DebtFacility and at the date of this prospectus such documentation has not been entered into. Assumingthat the Debt Facility is not completed, the available funds, being the $68 million of cash and cashequivalents available immediately after the closing of the Third Equity Financing and theestimated net proceeds from the Offering, will be approximately $197 million in the aggregate. Asindicated in the following table, these funds are expected to be sufficient to continue to advancethe Hope Bay Project as per the Hope Bay Technical Report timelines for at least the rest of the2015 calendar year, providing time to arrange an alternative debt facility or financing transactionto advance the Hope Bay Project to production: (1)

Principal Purpose

Estimated Amount to beExpended(2)($ million)





8

Collateral for letters of credit 19Corporate, exploration, permitting and general expenditure related to theHope Bay Project 45Sub-Total: 166General corporate purposes(3) 31Total: 197

Notes:(1) To the extent that an Interim Facility is obtained, the proceeds from the Interim Facility would be used for the

purposes outlined in the foregoing table and proceeds from the Offering would be used to repay the outstandingobligations under the Interim Facility.

(2) $13 million of the $197 million in proposed expenditures had been incurred by March 31, 2015.(3) Assuming that the Over-Allotment Option is exercised in full, the Company would receive additional net

proceeds of approximately $19 million, after deducting the Underwriters’ Fee (assuming that the fullUnderwriters’ Fee of 6% is paid on the gross proceeds obtained from the exercise of the Over-AllotmentOption). The Company anticipates that these additional proceeds will be allocated for general corporatepurposes.

Failure to complete the Debt Facility or to obtain replacement financing by early in 2016 wouldresult in further development of the Hope Bay Project being halted, which would result in initialproduction at Doris and revenue to the Company being delayed. See “Risk Factors – Risks Relatedto the Company and to Mineral Exploration and Development – The Debt Facility is not yetcommitted and a failure to obtain the Debt Facility would have adverse effects on the Companyand its plans”.

Risk Factors: An investment in a mineral exploration and development focused company is speculative andinvolves a high degree of risk. See “Risk Factors” for a discussion of certain factors investorsshould carefully consider before deciding to invest in the Common Shares.

Risks related to the Company include, without limitation:

general business, social, economic, political, regulatory and competitive uncertainties;

differences in size, grade, continuity, geometry or location of mineralization from thatpredicted by geological modelling and the subjective and interpretative nature of thegeological modelling process;

the speculative nature of mineral exploration and development, including the risk ofdiminishing quantities or grades of mineralization and the inherent riskiness of InferredMineral Resources;

a material decline in the price of gold;

a failure to achieve commercial viability, despite an acceptable gold price, or thepresence of cost overruns which render the Hope Bay Project uneconomic;

geological, hydrological and climactic events which may adversely affect infrastructure,operations and development plans, and the inability to effectively mitigate or predict withcertainty the occurrence of such events;

the Debt Facility is not committed;

credit and liquidity risks associated with the Company’s financing activities, includingconstraints on the Company’s ability to raise and expend funds as a result of operationaland reporting covenants associated with the Debt Facility and any Interim Facility andthe risk that the Company will be unable to service its indebtedness;

the Company’s inability to raise sufficient funds to develop the Hope Bay Project intocommercial production;

delays in construction or development of the Hope Bay Project resulting from delays inthe performance of the obligations of the Company’s contractors and consultants, thereceipt of governmental and third party approvals, licences and permits in a timelymanner or to complete and successfully operate mining and processing components;

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the Company’s failure to accurately model and budget future capital and operating costsassociated with the development and operation of the Hope Bay Project;

difficulties with transportation and logistics relating to the delivery of essentialequipment and supplies to the Hope Bay Project, including by way of airlift and sealift,and the logistical challenges presented by the Hope Bay Project’s location in a remoteArctic environment;

the Company’s failure to develop or supply adequate infrastructure to sustain thedevelopment and operation of the Hope Bay Project, including the provision of reliablesources of electrical power, water, and transportation;

adverse fluctuations in the market prices and availability of commodities and equipmentaffecting the Company’s business and operations;

the unavailability of specialized expertise in respect of operating in a remote,environmentally extreme and ecologically sensitive area such as in the Kitikmeot regionof Nunavut;

the Company’s management being unable to successfully apply their skills andexperience and attract and retain highly skilled personnel;

the cyclical nature of the mining industry and increasing prices and competition forresources and personnel during mining cycle peaks;

the Company’s failure to maintain good working relationships with Inuit organizations;

the Company’s failure to comply with laws and regulations or other regulatoryrequirements;

the Company’s failure to comply with existing approvals, licences and permits, and Inuitagreements, and the Company’s inability to renew existing approvals, licences, permitsand Inuit agreements or obtain required new approvals, licences, permits and Inuitagreements on timelines required to support development plans;

the Company’s failure to comply with environmental regulations, the tendency of suchregulations to become more strict over time, and the costs associated with maintainingand monitoring compliance with such regulations;

the adverse influence of third party stakeholders including social and environmental non-governmental organizations;

the adverse impact of competitive conditions in the mineral exploration and miningbusiness;

the Company’s failure to maintain satisfactory labour relations and the risk of labourdisruptions or changes in legislation relating to labour;

the Company’s lack of operating history and no history of earnings;

failure by the Company to use the proceeds of the Offering in the manner specified inthis prospectus;

limits of insurance coverage and uninsurable risk;

the adverse effect of currency fluctuations on the Company’s financial performance;

difficulties associated with enforcing judgements against directors residing outside ofCanada;

conflicts of interest;

the significant control exercised by RCF and Newmont over the Company;

the dilutive effect of future acquisitions or financing activities and the failure of futureacquisitions to deliver the benefits anticipated;

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failure of the Company’s information technology systems or the security measuresprotecting such systems;

the costs associated with legal proceedings should the Company become the subject oflitigation or regulatory proceedings;

costs associated with complying with public company regulatory reporting requirements;and

other risks involved in the exploration, development and mining business generally,including, without limitation, environmental risks and hazards, cave-ins, flooding, rockbursts and other acts of God or natural disasters or unfavourable operating conditions.

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SELECTED FINANCIAL INFORMATION

The following table sets out selected financial information of the Company for the periods and as at the dates indicated and isderived from the audited and unaudited financial statements and related notes thereto which appear elsewhere in thisprospectus, and should be read in conjunction with those financial statements and related notes thereto, along with theassociated MD&A.

As at and for the three-month period endedMarch 31, 2015

($000s)

As at and for the yearended

December 31, 2014($000s)

General and administrative expenses 1,883 11,393

Other (income) expenses 462 1,274

Deferred income tax expense (recovery) (217) (3,209)

Net loss and comprehensive loss for the period 2,128 9,458

Basic and diluted net loss per Common Share $0.04 $0.25

At end of period:

Cash and cash equivalents 59,108 32,044

Other current assets 12,335 13,982

Non-current assets 630,072 611,157

Current liabilities 4,758 6,841

Non-current liabilities 100,437 99,788

Shareholders’ equity 596,320 550,554

See “Selected Financial Information” elsewhere in this prospectus.

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CORPORATE STRUCTURE

TMAC Resources Inc. was incorporated under the OBCA on October 30, 2012. The Company’s head office andregistered office are located at Suite 1010, 95 Wellington Street West, P.O. Box 44, Toronto, Ontario, Canada, M5J 2N7.

In connection with the Hope Bay Acquisition, by way of articles of amendment effective March 11, 2013, theCompany amended its articles to: (i) provide that the issued and outstanding Common Shares be divided on a 12.6-for-1 basis(resulting in 4.2 million Common Shares being outstanding upon such amendment), (ii) increase its authorized capital bycreating an unlimited number of non-voting common shares (the “Non-Voting Common Shares”), and (iii) provide for therights, privileges, restrictions and conditions attaching to the Common Shares and the Non-Voting Common Shares. On June27, 2014, the Company amended its articles to delete the Non-Voting Common Shares from its authorized capital. On June25, 2015, the Company amended its articles to remove the right of retraction within the terms of the Common Shares and toeffect the Consolidation. See “General Development and Business of the Company – Recent Developments”.

The Company does not have any subsidiaries.

GENERAL DEVELOPMENT AND BUSINESS OF THE COMPANY

Business Objectives

The Company’s principal business objectives are the acquisition, exploration and development of precious metalresource properties. The Company’s principal asset is a 100% interest in the Hope Bay Project, which it acquired fromNewmont in March 2013. The Company’s near term goal is to bring the Hope Bay Project into production, beginning withbringing Doris into production by the end of 2016. For further details concerning the Hope Bay Project, see “Hope BayProject”.

Since the Company’s incorporation, it has focused on the exploration and development of the Hope Bay Project andthe raising of equity capital to fund such property exploration and development. The Company has a Board with depth ofexperience and market credibility and an exploration and development team with an extensive track record of developinghigh-grade, profitable underground mines.

Project Overview

The Hope Bay Project is located 685 km northeast of Yellowknife, Northwest Territories, and 125 km southwest ofCambridge Bay, Nunavut Territory. The Hope Bay Project comprises an area of 1,101 square kilometres and forms one largecontiguous block that is approximately 80 kilometres by 20 kilometres in size. Mineral tenure at the Hope Bay Projectcomprises a mixture of Inuit owned lands administered by NTI and Crown mining leases. Surface rights are administered bythe KIA.

Hope Bay Project Location

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Hope Bay Greenstone BeltMineral Resources vs. Strike

Lengths

The acquisition of the Hope Bay Project was targeted by the Company forpositive technical and geopolitical reasons. From a technical perspective, the HopeBay greenstone belt is geologically similar to gold-producing belts elsewhere in theCanadian Shield with respect to rock type and age.

The Hope Bay Project comprises three distinct areas of knownmineralization plus extensive exploration potential and targets. Mineral Resources arehosted in Doris, Madrid and Boston. Doris is composed of Doris North and the DorisConnector, Doris Central, and Doris Deep zones. Madrid is composed of MadridNorth and Madrid South. Boston is composed of the Boston North, B2, B3, and B4zones.

Historical work had demonstrated success in regional targeting and advancedexploration and development on near-surface targets at Doris, Madrid and Boston.Site development had been advanced successfully by certain prior owners of the HopeBay Project that significantly de-risked the Hope Bay Project. Geopolitically, miningin Canada’s Arctic is being actively supported by the Canadian government, and inNunavut, Inuit land claims have been settled for two decades.

The advanced stage of the Hope Bay Project, with significant existinginfrastructure and a range of exploration opportunities within the Hope Baygreenstone belt, from regional to advanced reserve addition, is complementary tomanagement’s skill set and experience, which includes successfully exploring for,building and operating base and precious metals mines in North and South America.

The Company intends to utilize the “bootstrap” approach to developing the Hope Bay Project. This approach todevelopment has been used for decades of historical gold mining camp development in the Canadian Shield, most notably inthe Kirkland Lake, Timmins and Val D’Or gold camps, and is an approach that was successfully utilized by a number ofTMAC executives when they built FNX from a junior company into a mid-tier, multi-billion dollar, diversified Canadianmining company. When successfully utilized, relatively shallow, high-grade, underground “capital modest” mining generatescash flow to fund additional surface infrastructure and underground development of further deposits. At the Hope BayProject, initial production at Doris is expected to generate cash flow to fund the development of Madrid, the cash flow fromwhich will subsequently fund the development of Boston and/or other potential discoveries that the Company may makeelsewhere along the Hope Bay greenstone belt, which management believes holds high-grade gold targets throughout.

The development plan in the Hope Bay Technical Report includes conventional high-grade underground mining thatmakes use of significant existing surface and underground infrastructure. The Hope Bay Technical Report estimates pre-production capital expenditures associated with achieving first gold production at Doris on the anticipated timeline to be$206 million. See “Hope Bay Project”.

While the Hope Bay Technical Report presents a robust development scenario for the Hope Bay Project, TMACmanagement believes that there is significant potential for further exploration success to increase the value delivered toshareholders of the Company and investors in the Offering. Management believes there are opportunities for both expansionof the existing established Mineral Reserve and Mineral Resource base at Doris, Madrid, and Boston and potential for furtherdiscoveries on the balance of the large and underexplored Hope Bay Project land package. All known deposits are open atdepth and along strike.

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Project History

Assembled 80 km by 20 km land package.Initiated first large exploration program.Approximately three km of underground development conducted atBoston.

Permitted production at Doris.Published initial resource figures.Identified large open pit potential.

Conducted extensive exploration and engineering.Built significant infrastructure at Doris.Approximately three km of underground development conducted atDoris.

PEA Report completed in 2013 and Hope Bay Technical Reportcompleted in 2015.Developed underground mine plan – focus on high-grade production.Attracted support of strategic investors ($157 million raised between2013 and 2015).Increased Measured and Indicated Mineral Resources by 62% since 2013.

Project Acquisition and Financing

The Company was incorporated under the OBCA on October 30, 2012. Prior to January 25, 2013, the Companycarried on no active business, other than the evaluation and negotiation, as applicable, of the Hope Bay Acquisition and theTransaction Agreement and related definitive documentation.

On January 25, 2013, the Company entered into the Transaction Agreement with Newmont for the Hope BayAcquisition. The Hope Bay Acquisition was completed on March 12, 2013. As consideration for the acquisition of the HopeBay Project, the Company issued 8,000,101 Common Shares and 11,133,231 Non-Voting Common Shares to Newmont. Onclosing of the Hope Bay Acquisition, and immediately prior to a concurrent private placement, Newmont indirectly held 82%of the total issued and outstanding Common Shares and Non-Voting Common Shares, with management holding the balance(the “Founder Common Shares”). Newmont retained a 1% net smelter return royalty on future production from the HopeBay Project. Pursuant to the Transaction GSA, the Company granted Newmont a security interest over all present andsubsequently acquired property of the Company to secure certain obligations of the Company under the TransactionAgreement, which relate to the Newmont Letters of Credit (as hereinafter defined). See “General Development and Businessof the Company – Environmental Protection” and “Management’s Discussion and Analysis – Related Party Transactions –Transactions with Newmont – Newmont Letters of Credit” for further details.

Concurrently with the Hope Bay Acquisition, the Company completed a private placement of 3,406,747 CommonShares at a price of $9.00 per share and 425,420 Common Shares issued on a flow-through basis at a price of $10.20 pershare, for aggregate gross proceeds of $35 million (the “Initial Equity Financing”). The Company also entered into asecured credit facility with Newmont for a non-revolving loan with a principal amount of up to $15 million (the “NewmontLoan”). The proceeds of the private placement and the Newmont Loan were used to re-commence activities at the Hope BayProject.

In connection with the Hope Bay Acquisition, the Company entered into certain ancillary agreements with Newmontand HBML to govern the relationship between the Company and Newmont. Among other things, the Newmont InvestorRights Agreement provides Newmont with (i) the right to maintain its percentage interest in the Company upon certain equityissuances undertaken by the Company, demand and piggy-back prospectus registration rights, the right to nominate twoCompany directors, and the right to membership on any committee formed to oversee construction or development of theHope Bay Project, all so long as its ownership of the outstanding Common Shares is at least 20%; and (ii) the right tonominate one Company director so long as its ownership of the outstanding Common Shares is at least 10%. This agreementalso limits the size of the Board to no more than 10 members and subjects Newmont to certain obligations (which may be

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amended with the agreement of the Company and Newmont), including limited resale restrictions on the persons to whomNewmont may sell for 12 months following the expiry of the lock-up agreement anticipated to be entered into by Newmontin connection with the Offering and an obligation to cooperate with the Company in respect of public distributions ofsecurities undertaken by the Company. See also “General Development and Business of the Company – RecentDevelopments”.

As a result of the decision not to go public prior to October 31, 2013, the Company issued 340,673 Common Sharespursuant to certain liquidity rights held by the holders of the Common Shares not issued on a flow-through basis pursuant tothe Initial Equity Financing.

On April 28, 2014, the Company completed a brokered private placement of 14,647,900 Common Shares at a priceof $5.25 per share and 144,666 Common Shares issued on a flow-through basis at a price of $6.00 per share, for aggregategross proceeds of $77,769,475 (the “Second Equity Financing”). A total of 12,400,000 of such Common Shares (forproceeds of $65.1 million) were purchased by RCF pursuant to the RCF 2014 Subscription Agreement, representing a 29.3%ownership of the Company at such time. The net proceeds of this offering were used by the Company to fund its 2014 workprogram in relation to the Hope Bay Project, including exploration, engineering, equipment, deposits for equipment,environmental permitting and compliance, a pre-feasibility study, and for working capital and general corporate purposes.Concurrently with the completion of this offering, the Company repaid the outstanding indebtedness, including interest,owing to Newmont pursuant to the Newmont Loan in its entirety, which was scheduled to mature on December 31, 2014.

As a part of the consideration for its purchase of Common Shares, the RCF 2014 Subscription Agreement providedRCF with (i) the right to maintain its percentage interest in the Company upon certain equity issuances undertaken by theCompany so long as its ownership of the outstanding Common Shares is at least 10%; (ii) the right to nominate twoCompany directors so long as its ownership of the outstanding Common Shares is at least 30%; and (iii) the right to nominateone Company director so long as its ownership of the outstanding Common Shares is at least 10%. If RCF is entitled tonominate two Company directors, the second nominee must be independent within the meaning of NI 52-110. The RCF 2014Subscription Agreement also limits the size of the Board to no more than 10 members so long as RCF’s ownership of theoutstanding Common Shares is at least 10%. This agreement also provided RCF with certain information, disclosure andaccess rights so long as its ownership of the outstanding Common Shares is at least 20%, such rights including (i) the right toreceive monthly operating and financial reports pertaining to the Company and the Hope Bay Project; and (ii) certain rightsto visit the Hope Bay Project.

On December 30, 2014, the Company completed a brokered private placement of 516,666 Common Shares issuedon a flow-through basis at a price of $6.00 per share. On January 16, 2015, the Company completed a private placement of7,814,523 Common Shares at a price of $5.25 per share, for aggregate gross proceeds of $44,126,251 (such private placementof Common Shares, together with the December 2014 private placement of Common Shares issued on a flow-through basis,being the “Third Equity Financing”). A total of 7,619,047 of such Common Shares (for proceeds of $40.0 million) werepurchased by RCF pursuant to the RCF 2015 Subscription Agreement, resulting in RCF holding 20,019,047 Common Shares,representing 39.5% of the outstanding Common Shares at such time. The net proceeds of this offering have been and will beused by the Company to fund its 2015 work program in relation to the Hope Bay Project, including the PFS (as hereinafterdefined), exploration, engineering, equipment, development, community relations activities, and for general corporatepurposes.

Site Activities and Preparation for Development

Following the Hope Bay Acquisition, the Hope Bay Project was brought out of care and maintenance status tosupport exploration activities and plan for project development. Site and mine infrastructure was restored to pre-closurestatus and critical infrastructure was re-commissioned or completed as part of the preparation for development. This workincluded the re-opening of underground infrastructure and services at Doris, completion of construction of mine ventilationsurface infrastructure and related services at Doris, and the commissioning of four of the six 1.45 MW diesel powergenerators at Doris.

In connection with the Hope Bay Acquisition, the Company acquired, along with the rest of the Hope Bay Projectassets, a processing plant, located in Durban, South Africa (the “Durban Plant”). After initial examination and analysis, theCompany determined that the Durban Plant was unusable for advancing the Hope Bay Project due to constructability issuesand deterioration since construction on the plant was halted by the previous owner. Subsequently, the Company engagedGekko, of Ballarat, Australia to resume preliminary engineering studies for a process plant (the “Gekko Plant”). Gekko hadperformed significant metallurgical and design work since 2002 for previous owners of the Hope Bay Project before the

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previous owner pursued the Durban Plant design. Gekko was selected by TMAC based on the modular nature of theirproducts and flowsheet, flexible gravity recovery circuit for high-grade precious metal feed, and performance in other sites.Gekko conducted further metallurgical test work on Doris ores and completed a preliminary design in October 2014. Basedon this preliminary design Gekko was instructed to proceed with detailed engineering in December 2014. Further testwork onMadrid ores utilizing this flowsheet was completed in early February 2015 and yielded successful results.

The Company upgraded the infrastructure at the Hope Bay Project in 2014 with the commissioning of the 5.8 MWportion of the existing primary power plant and mine ventilation surface infrastructure, and full restoration of the Doris campsupport systems after they had been placed on care and maintenance by the previous owner. The previously completedunderground development at Doris includes approximately three kilometres of ramp and level development. Stopingassociated with this development intersected ore in three locations. A small amount of mining equipment was delivered to theHope Bay Project by air freight in March 2015 to facilitate the completion of underground development of the secondaryescapeway and to complete a test-stoping program designed to verify mining methods. Mining equipment required for thefirst year of Doris production has been procured for delivery on the September 2015 sealift. The schedule set forth in theHope Bay Technical Report contemplates that, immediately after the sealift, underground development at Doris willcommence using this equipment. The 2015 site infrastructure work plan includes completion of the primary power plant, to11.6 MW capacity, for commissioning in 2016, widening of the airstrip, and development of the road to the south end of theTIA (as hereinafter defined) with construction of the planned South Dam scheduled in 2016/2017.

Existing Infrastructure Doris Underground Ramp-Up

Project Permitting

The Company is in possession of all material federal and territorial environmental regulatory approvals required tocommence production at Doris North. The Company has established an on-going permitting program to ensure long-termregulatory compliance of mining activity at the Hope Bay Project. The Company’s permitting program comprises a three-pronged approach designed to: (i) increase the permitted tonnage and mine life of Doris; (ii) permit the extraction of bulksamples from Madrid South and Madrid North; and (iii) permit the extension of commercial mining to Madrid and Boston.

Doris

The Doris North Gold Mine Project Certificate (the “Doris North Project Certificate”) has been issued by theNIRB, and a “Type A” water licence (the “Doris North Water Licence”) has been issued by the NWB. The Doris NorthProject Certificate will remain in effect for the life of Doris North, while the Doris North Water Licence will expire in August2023. Together, these two approvals allow the mining, milling, use of water, placement of waste and construction andoperation of attendant infrastructure for Doris North. To place tailings at the Doris site, a tailings impoundment area has beensited and partially developed at a nearby lake. This lake, formerly known as Tail Lake, has been re-designated under thefederal Fisheries Act as a Tailings Impoundment Area (the “TIA”) in accordance with the requirements of the Metal MinesEffluent Regulations – Schedule 2 for the life of mining activities at the Hope Bay Project.

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Other necessary federal permits in hand for development and operation of Doris North include Fisheries Actauthorizations from the DFO and a Navigable Waters Protection Act approval from Transport Canada, all of which willremain in effect for the life of mine, and a federal Lands Act jetty lease for the Roberts Bay jetty, which will require renewalin July 2017. The renewal process for the jetty lease is relatively straightforward and administrative in nature.

The Hope Bay Technical Report indicates that more tonnage is to be mined and tailings deposited into the TIA thancurrently permitted. Increasing the permitted tonnage and mine life of Doris to approximately 2.5 million tonnes will requirechanges to site layout and facilities which trigger amendments to the Doris North Project Certificate and the Doris NorthWater Licence. An application for amendments to the Doris North Project Certificate and the Doris North Water Licence wasinitiated in November 2013 (the “Doris Permit Amendments”) and then put on hold during a period of project planning andoptimization. Restated applications for the Doris Permit Amendments description were updated to reflect optimizations thathave been developed since that time and were submitted in June 2015. The Company anticipates receiving approvals for theDoris Permit Amendments by June 2016. The Doris Permit Amendments will permit increased production rates, permittailings management changes, facilitate ocean effluent discharge and provide access to mine additional mineralized zones ofDoris beyond those of Doris North, including the Doris Connector zone. In addition to the Doris Permit Amendments, it isexpected that a new Fisheries Act authorization from the DFO will be required to permit changes to Doris North. See “RiskFactors – The Company may fail to comply with the law or may fail to obtain or renew necessary permits and licences”.

Madrid and Boston and the Remaining Hope Bay Project

To carry out exploration in Nunavut, a “Type B” water licence must be granted by the NWB. The Company holdstwo long term “Type B” water licences: one for Boston, which is located at the southern end of the Hope Bay Project, whichpermits the extraction of a bulk sample of ore, some of which is currently stockpiled at the Boston site, and a second forexploration drilling over the Hope Bay Project.

Madrid Advanced Exploration Application

Diamond drilling from the surface has identified substantial gold bearing deposits at two locations approximatelyeight and 12 km south of the existing Doris site. In December 2014, the Company submitted an application to the NWB for anew “Type B” water licence for advanced exploration, including the collection of bulk samples of 50,000-60,000 tonnes fromeach of Madrid North and Madrid South. Water and waste management plans were also included in the applicationssubmitted in December 2014, which are currently under consideration by the NWB. The Company expects it will receive thebulk sample “Type B” water licence by the end of 2015.

Commercial Mining at Madrid and Boston

The long-term mining plan for the Hope Bay Project includes the development of commercial mining operations atMadrid and Boston. The advanced exploration program currently under permitting consideration is an integral part ofdetermining the viability of Madrid. For Boston, it is anticipated that plans for commercial development would be derivedfrom existing knowledge augmented by additional exploration undertaken in the future.

Commercial mining at Madrid and Boston involves a two-stage permitting process. The first stage involvesinitiating an environmental impact review process covering the proposed developments. The Company has initiated thepreparation of a draft environmental impact statement (the “DEIS”) for submission to the NIRB to cover the anticipateddevelopment and associated impacts of extending commercial mining to the southern portion of the Hope Bay Project toinclude mines at Madrid and Boston. The Company plans to submit the DEIS to the NIRB in the second quarter of 2016 andanticipates, based on the timing observed for other similar projects, a review period of approximately two years before aproject certificate covering Madrid and Boston would be issued by NIRB in approximately mid-2018. The second stage ofthe permitting process entails acquiring a water licence(s) from the NWB to cover the proposed mining operations. TheCompany anticipates that these could be obtained approximately one year following receipt of the project certificate fromNIRB.

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Other Permits and Licenses

In addition to the permits and licenses described above, the Company will require various other permits and licensesfrom government and regulatory bodies to proceed beyond the currently permitted mining at Doris North. Such permits andlicenses include, among other things, certain authorizations from Natural Resources Canada under the Explosives Act, a radiolicense from Industry Canada, approval from the Nunavut Office of the Fire Marshall, Department of Community,Government and Transportation under the National Building Code of Canada and National Fire Code of Canada, andpermits for certain environmental monitoring activities under the Scientist Act and the Wildlife Act. In addition, certainarchaeological permits under the Nunavut Archaeological and Paleontological Sites Regulations may be required.

Not all of the permits and licenses described above are material to the Company’s operations; however, the failure toreceive or loss of certain permits and licenses may have an adverse effect on the Company’s operations or financialperformance. See “Risk Factors – Risks Related to the Company and to Mineral Exploration and Development – TheCompany may fail to comply with the law or may fail to obtain or renew necessary permits and licences”.

Surface and Subsurface Rights

Surface Rights

NTI, the organization which coordinates and manages Inuit responsibilities set out in the NLCA, holds the surfacetitle and subsurface mineral rights to Inuit owned lands in the Kitikmeot Region of Nunavut, including the surface rights ofthe entire Hope Bay Project (with the exception of certain limited portions, which are on federal lands) and subsurfacemineral rights over selected portions of the Hope Bay Project, as described below (see “Hope Bay Project – PropertyDescription and Location – Mineral Tenure”). NTI has delegated administration of surface rights in the Kitikmeot Region tothe KIA. The KIA administers the surface title to Inuit owned lands in the Kitikmeot region of Nunavut, including the surfacerights over the Hope Bay Project (subject to the aforementioned exceptions).

Effective as of September 13, 2013, the Company and the KIA agreed to a five year renewal of Inuit owned landscommercial lease no. KTCL313D001 in respect of a portion of Doris for which the Company was planning development of amine. This commercial lease permitted the Company to conduct such activities as were necessary and incidental to thedevelopment, construction and operation of one or more mines and the performance of related activities (such as constructionand operation of certain infrastructure, including the Windy Road). As a part of the renewal, the Company’s closure andreclamation obligations up to $8 million under the then existing commercial lease were secured by way of a general securityagreement for the benefit of the KIA (the “KIA GSA”).

On March 30, 2015, the Company entered into a series of landmark agreements with the KIA with respect to theInuit owned surface title for the lands on which the Hope Bay Project is located. These agreements replace certain existingagreements and comprise a 20-year comprehensive framework agreement (the “Framework Agreement”), certain furtheragreements contemplated therein, an amended and restated Inuit owned lands commercial lease no. KTCL313D001 (the“Commercial Lease”), a net smelter return royalty agreement (the “KIA Royalty Agreement”), an Inuit impact and benefitagreement (the “IIBA”), and a water and wildlife compensation agreement (the “WWCA”). As consideration for the rightsand benefits received under the Framework Agreement, the Company agreed to make certain ongoing payments to the KIA,including an annual payment of $1 million, issue to the KIA 1,133,333 Common Shares (which have been issued) and,through the KIA Royalty Agreement, grant to the KIA a 1% net smelter return royalty on future production from the HopeBay Project.

The Framework Agreement sets forth the terms under which land use licenses, advanced exploration leases andcommercial leases on Inuit owned lands are granted by the KIA to the Company. Additionally, the Framework Agreementreplaces the Company’s pre-existing land use licenses with a single land use license and replaces the Company’s pre-existingquarry permits with advanced exploration leases. Land use licences permit the holder to conduct non-exclusive explorationwork over the applicable lands; advanced exploration leases permit various advanced exploration and pre-productionactivities; and commercial leases authorize the development of mines and related operations. Land use licenses, including theone currently held by the Company, operate for an initial term of one year, and are automatically renewed annually for a totalperiod of 20 years. Advanced exploration leases, including those currently held by the Company, operate for an initial term offive years, with the option to renew the applicable lease for additional one year terms, up to a maximum period of 20 years,inclusive of renewals. Commercial leases, including the Commercial Lease, operate for a single term of 20 years.

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The Company is subject to certain reporting and inspection obligations in favour of the KIA, and is required tomaintain, in addition to the KIA GSA, letters of credit as security for the Company’s obligations (including closure andreclamation obligations, subject to certain adjustments) under the land use licenses, advanced exploration leases andcommercial leases issued to or held by the Company from time to time, including the existing land use license, advancedexploration leases and Commercial Lease. This requirement is currently being satisfied by letters of credit in the amount of$2.6 million for the benefit of the KIA and letters of credit in the amount of $1.7 million jointly for the benefit of the KIAand AANDC that have been maintained by Newmont. See “Management’s Discussion and Analysis – Related PartyTransactions – Transactions with Newmont – Newmont Letters of Credit” and “General Development and Business of theCompany – Environmental Protection” for further details as to the Newmont Letters of Credit. The Company has also agreedto indemnify the KIA and its directors, officers, employees and contractors for losses arising from any breach by theCompany of its covenants, obligations or representations under the such surface tenure licenses and leases, unless such lossesarise from the gross negligence or wilful misconduct of the indemnitee.

Pursuant to the terms of and concurrently with entering into the Framework Agreement, the Company and the KIAentered into the Commercial Lease. The Commercial Lease constitutes an amendment and restatement of the Company’s pre-existing Inuit owned lands commercial lease no. KTCL313D001, dated as of September 13, 2013. The Commercial Leasepermits the Company to develop, construct and operate one or more mines and to conduct related operations on certain landscomprising the Hope Bay Project, with the provision for including additional lands pursuant to the terms of the CommercialLease. The term of the Commercial Lease expires at the earlier of the 20th anniversary of its effective date and the expiry ortermination of the Framework Agreement. In connection with the activities contemplated by the Commercial Lease, theCompany has provided the KIA with certain environmental covenants and agreed to abide by certain environmentalconditions.

Concurrently with entering into the Framework Agreement, the Company and the KIA entered into the IIBA. TheIIBA establishes various procedures through which the Company and the KIA will communicate and maintain a workingrelationship and provides for certain benefits to the Inuit in the Kitikmeot region, as required by the NLCA. The IIBAreplaces the previous Inuit impact and benefit agreement in respect of the Hope Bay Project originally entered into by theKIA and a previous owner of the Hope Bay Project in September 2006, and transferred to the Company in 2013 pursuant tothe Hope Bay Acquisition. The parties have agreed that, among other things, they will establish implementation andenvironmental advisory committees to oversee certain aspects of the IIBA and commitments thereunder, the Company willprovide certain employment, training and education opportunities to the Inuit, and the Company will provide business andcontracting opportunities to certain businesses in connection with the Hope Bay Project. The IIBA will terminate the date theFramework Agreement terminates.

Concurrently with entering into the Framework Agreement, the Company and the KIA entered into the WWCA,which provides for certain compensatory payments to be made by the Company to the KIA in connection with certain effectson water and wildlife in connection with the Hope Bay Project. The WWCA will continue in effect for the duration of theFramework Agreement.

Subsurface Rights

NTI owns approximately 50% of the subsurface mineral claims comprising the Hope Bay Project with the remaining50% owned by the Crown. Mineral rights at Doris are held entirely by NTI, mineral rights at Madrid are split between NTIand the Crown, and mineral rights at Boston and further south are held entirely by the Crown. Royalty rates for NTI’smineral rights are an annual 12% net profits interest royalty from any production, with the calculation of the royalty amountbeing subject to a limited amount of allowable deductions each year. Crown lands are subject to a sliding scale net profitsinterest royalty of up to 13%; however, there is no prescribed annual limit to the allowable deductions. Crown and NTI netprofits royalties are mutually exclusive.

Subsurface exploration activities on lands subject to NTI subsurface rights are governed by an Inuit owned landsmineral exploration agreement with NTI. Mineral production on lands subject to NTI subsurface rights, including DorisNorth, requires a production lease issued by NTI.

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The Company entered into a mineral exploration agreement with NTI (the “Mineral Exploration Agreement”),with an effective date of January 1, 2015, which replaced certain pre-existing mineral exploration agreements in respect ofthe Hope Bay Project which were transferred to the Company pursuant to the Hope Bay Acquisition. The MineralExploration Agreement provides the Company with the right to explore for minerals within specified exploration areas and,subject to the terms of the agreement, obtain a production lease, the form of which has been settled pursuant to the MineralExploration Agreement and has been approved by NTI and the KIA. No production leases are currently in place.

In order to maintain its rights under the Mineral Exploration Agreement, the Company must satisfy certain minimumannual exploration work requirements and pay to NTI an amount equal to a specified percentage of the value of such work,together with such other payments as may be applicable pursuant to the terms of the agreement. The Mineral ExplorationAgreement also sets forth the criteria pursuant to which NTI must execute and deliver to the Company one or moreproduction leases for deposits covered by the Mineral Exploration Agreement as to which the Company has demonstratedeconomic viability, which would govern the development of mines for such deposits. Upon commencing commercialproduction, the Company must make a one-time payment of $8 million under the Mineral Exploration Agreement, payableover eight quarters. The initial term of the Mineral Exploration Agreement is one year, to be automatically renewed annuallyfor a total period of 20 years, unless otherwise terminated. On March 30, 2015, the Mineral Exploration Agreement and formof production lease were ratified by the KIA.

Exploration, Preliminary Economic Assessment, and Pre-Feasibility Study

Historical exploration of the Hope Bay greenstone belt includes 50 years of discovery, diamond drilling, geophysicaland geochemical surveys and mapping. The diamond drill information, when combined with drilling completed by theCompany since 2013, has been used in the current Mineral Resource estimates. In general, the historical data has providedthe foundation for the development of robust geological models with which to develop exploration targets at both regionaland mine scales.

On November 19, 2013, the Company announced the completion of a preliminary economic assessment by RPAwith respect to the Hope Bay Project, containing updated Mineral Resource estimates that were effective as of November 18,2013, in respect of which a technical report was prepared by RPA (the “PEA Report”).

In 2013, the Company conducted drilling which supported the estimation of Inferred Mineral Resources at depth atboth Doris North and Doris Central, demonstrating the potential to add significant ounces of gold to the resource base belowthe dyke at Doris. A total of 29,622 metres, in 63 diamond drill holes, were completed during the 2013 exploration program,which also included a successful regional exploration program that identified three areas for future follow-up.

During 2014, a total of 61 drill holes (25,855 m) were drilled to define continuity of mineralization and extensionsof existing mineralized trends at Doris. At Madrid, a total of 41 drill holes (16,269 m) were drilled within the Patch 14 andWolverine zones and a total of 48 drill holes (24,426 m) targeted the Naartok East and West zones. In total, the 2014 drillingprogram consisted of 152 diamond drill holes, totalling 67,530 m, and was successful in adding 1.7 million ounces of gold tothe Measured and Indicated Mineral Resources category, as described below, a significant portion of which was converted toMineral Reserves reported in the PFS. This drilling was key to de-risking the Hope Bay Project by demonstrating bothcontinuity of gold mineralization and the robustness of the Company’s geological modelling.

On January 26, 2015, the Company announced an increase in its Measured and Indicated Mineral Resourceestimates and an increase in its Inferred Mineral Resource estimate. On April 24, 2015, the Company announced thecompletion of a pre-feasibility study (the “PFS”) led by RPA, establishing Proven and Probable Mineral Reserve estimatesfor the Hope Bay Project, and updating the Mineral Resource estimates for Boston, all effective as of March 31, 2015. Ascompared to the PEA Report, the March 31, 2015 estimated total Measured and Indicated Mineral Resources increased to 4.5million ounces of gold contained in 15.2 million tonnes, grading 9.6 g/t Au, an increase of 62% or 1.7 million ounces of goldover the PEA Report. RPA also estimated Proven Mineral Reserves of 461,000 ounces of gold grading 11.0 g/t Au andProbable Mineral Reserves of 3.0 million ounces of gold grading 7.4 g/t Au. These updated Mineral Resources and MineralReserves estimated by RPA were supported by drill hole data available from the 2014 work program. See “Hope BayProject” for further details regarding these estimates and the Hope Bay Technical Report.

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Production

Progress Toward Production

The status of certain development milestones for the Hope Bay Project are as follows:

Existing Infrastructure Infrastructure to be Constructed

Port and jetty Doris camp Gekko Plant and relatedRoad to Doris Madrid camp (in storage) infrastructureRoad to Madrid Boston camp Complete final undergroundTwo airstrips Doris portal development at DorisHelipad Doris undergroundPower generators Doris compressed airFuel storage Doris fresh air raiseSurface drills Doris underground substationsSurface equipmentMaintenance shop100 million tonne tailingsdisposal capacity

Process Plant and Supporting Infrastructure and Inputs

The Gekko Plant, which will be used for gold processing at the Hope Bay Project, will be located at the Doris site.The Gekko Plant is being designed, manufactured, constructed and commissioned by Gekko, and will consist of two, 1,000tonnes/day, modular, pre-concentrator “Python” lines (“Python”), of secondary crushing, grinding, gravity gold recovery andflotation. The two Pythons will be fed by a primary jaw crusher. Gravity and flotation products will be processed in theConcentrate Treatment Plant (the “CTP”). The CTP will consist of regrind, cyanidation, resin gold recovery, doré gold barproduction, and tailings treatment.

Construction of the Gekko Plant is scheduled to begin with earthworks and foundation construction in the spring andsummer of 2015 and the building materials and construction equipment required for further construction scheduled fordelivery on the 2015 sealift. Building construction is scheduled for mid-2016, before shipment of the Gekko Plant modules tothe Hope Bay Project on the 2016 sealift. Assembly of the Gekko Plant within the completed building will be performed bythe Company and contract employees under the direction of Gekko’s technical team. Commissioning of the plant isscheduled to begin in December 2016 with production of doré from the gravity gold circuit by the end of that month. It isanticipated that the Gekko Plant will ramp up to 1,000 tonnes/day throughput in January 2017 and continue ramping up tonominal capacity of 2,000 tonnes/day throughput in 2018. By the time commissioning of the Gekko Plant begins, theCompany expects that approximately 65,000 tonnes of high-grade Doris ore will be stockpiled at site. The Company’spersonnel will be integrated with Gekko personnel during the construction, commissioning and testing phases of the GekkoPlant.

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Upon completion of construction, the Gekko Plant will begin to process ores from the Hope Bay Project. Aschematic of the finalized layout of the Gekko Plant is presented below.

Gekko Plant – Finalized Layout

An 11.6 MW primary power plant and a secondary 1.1 MW power plant will supply the Doris site, including theplanned underground mine, with electricity. The combined installed capacity of these two power plants at Doris isapproximately 12.7 MW; however, of such capacity, only 5.8 MW have been commissioned to date. Additional power plantsare planned for Madrid and Boston, and will be installed in anticipation of ramping up mining activities at these locations.

The Company sources its fuel from a variety of suppliers and makes use of spot supply contracts. Fuel is transportedby ship or barge either up the Mackenzie River, or from the East or West coast, to the port at Roberts Bay. Fuel is thentransferred to land-based storage tanks at various locations throughout the Hope Bay Project. Total installed storage capacityat Roberts Bay and the Doris site is currently approximately 27.5 million litres.

Fresh water is sourced locally at the Doris site, under the terms of the Doris North Water Licence and the WWCA.See “Project Permitting” and “Surface and Subsurface Rights – Surface Rights” above for further details. Fresh water isdrawn from Windy Lake through a pumping, filtration and treatment system owned by the Company. The Company plans toinstall a new water treatment plant upon commencement of construction of the underground mine.

The Company sources machinery, parts and services from local businesses wherever possible, but also procurescomponents from large national and multinational suppliers to the mining industry. The Company orders inventory items,components, consumables, and other items that are necessary for continued operation in advance to ensure delivery whenneeded to avoid production or development delays. The shipping routes are open for eight to ten weeks per year withdeliveries normally arriving at Roberts Bay in August and September. Bulk machinery, supplies and other items willtypically be delivered to the Hope Bay Project in the annual sealift which usually arrives in September of each year and, asnecessary and practicable, by air throughout the year.

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Production Plan

Doris

As described in the Hope Bay Technical Report, mining is planned for initiation at Doris North in September 2015.The Company plans to utilize existing infrastructure that is effectively ready for production and has settled on the GekkoPlant, a “fit for purpose” processing plant that will help achieve the planned initiation of gold production in late 2016.Production from the Doris Central zone and the Doris Connector zone is planned to begin replacing Doris North productionin early 2018, contingent upon receipt of necessary environmental approvals, including the Doris Permit Amendments. See“Project Permitting” above. Diamond drilling from favourable underground stations will facilitate efficient drilling of Doristargets below the dyke that bisects the gold mineralization. It is expected that this could add future Mineral Resources thatcould add mine life.

Doris PFS Mine Plan Doris Underground: Promising Ground Conditions

Doris Longitudinal Section: 2015 Mineral Resource

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Madrid and Boston

Development of Madrid South and Madrid North underground infrastructure is planned to begin in 2019 and 2020,respectively. Surface construction of the road to Boston is planned to commence in 2021. Boston production is planned tocommence in 2022. Construction to facilitate bulk sampling is planned for initiation in early 2019 at Madrid South and early2020 at Madrid North, with the development of both surface and underground infrastructure contingent upon receipt ofpermits needed for advanced exploration. See “Project Permitting” above. Madrid production is planned to ramp-up in 2020contingent upon successful bulk sample results and the receipt of necessary regulatory approvals for Phase 2 minedevelopment. See “Project Permitting” above. Construction of the road between Boston and Madrid is planned for 2021,after receipt of regulatory approvals, with a target completion of work and reopening of the Boston portal in 2022.

Madrid Boston

Madrid North: 2015 Mineral Resources 3D Oblique View

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Environmental Protection

The Company’s development and exploration activities are subject to various levels of federal, territorial and locallaws and regulations relating to the protection of the environment, including requirements for closure and reclamation ofmining properties. Since the Hope Bay Acquisition in March 2013, the Company has operated in material compliance with itsenvironmental approvals and has successfully administered a rigorous environmental monitoring and reporting program. TheCompany has maintained the rigorous baseline data collection programs required to support the future permitting ofadditional mining areas, including those at Madrid and Boston.

In Nunavut, where the Company operates, specific statutory and regulatory requirements and standards must be metthroughout the exploration, development, operation and reclamation stages of a mining property with regard to air quality,water quality, fisheries and wildlife protection, solid and hazardous waste management and disposal, noise, land use andreclamation, among other things. For further information on these regulatory requirements, see “Project Permitting”, above.

The Arctic terrain and ecosystem on which the Hope Bay Project is located is an environmentally sensitive area andthe Company must abide by strict environmental controls. Examples of some of the Company’s environmental protectionactivities at the Hope Bay Project include hydrological, vegetation, aquatic, fisheries and wildlife studies to support theprotection of wildlife, water and fish habitat. Wildlife has the right of way at the Hope Bay Project and the Company tracksand reports wildlife sightings to government agencies so that better insight into the effects of the Hope Bay Project on localwildlife can be gained.

The Company believes its operational, development and environmental plans adequately address the environmentalrisks associated with its operations in a sensitive ecosystem and that it currently has in place appropriate safeguards to protectthe environment.

In connection with its current and contemplated operations, the Company has been required to post security inrespect of various environmental and related permits and licenses and leases it has received, including with AANDC, theDFO, and the KIA. This security typically takes the form of a letter of credit posted with a governmental or other regulatoryentity, and letters of credit posted by the Company, including those issued in connection with surface tenure, water licencesand habitat alteration and destruction permits. As of the date hereof, Newmont, on behalf of the Company, has posted $18million in letters of credit as security for its potential environmental liabilities (the “Newmont Letters of Credit”). Inconnection with the Transaction Agreement, the Company has agreed to arrange for bonds and/or letters of credit in theCompany’s name to be delivered to the relevant authorities in replacement of the Newmont Letters of Credit on or beforeDecember 31, 2015. See “Management’s Discussion and Analysis – Related Party Transactions – Transactions withNewmont – Newmont Letters of Credit” for further details in respect of the Newmont Letters of Credit.

The Company believes it has appropriately accounted for the costs associated with its environmental protection,monitoring and controls; however, environmental regulations are evolving in a manner which has tended to impose higherstandards with respect to permitting and environmental controls, and stricter enforcement of non-compliance penalties forcompanies and their directors, officers and employees with respect to compliance. As the Hope Bay Project is advanced, theCompany may be required to post additional security in respect of its environmental obligations. Any changes to the currentenvironmental regulatory regime to which the Company is subject may result in increased capital costs and decreasedproduction and revenue to the Company in the future, which could adversely affect the Company’s earnings and competitiveposition.

See “Risk Factors – Risks Related to the Company and to Mineral Exploration and Development – Compliance withenvironmental regulations can be costly”.

Principal Markets and Distribution Methods

The Company intends to sign contracts for the secure transportation and refining of its gold production. While theCompany has not yet negotiated and entered into such contracts, typically under these contracts a refiner will credit refinedgold to the Company’s account when it becomes available for sale. Refined gold production is then sold at spot prices or on aforward sales basis, with the proceeds from these sales credited to the Company’s account upon delivery of the gold to thecounterparty. The Company anticipates that it will enter into such contracts some time during 2016. There are a large numberof gold purchasers worldwide and, as a result, the Company does not anticipate that it will be dependent upon the sale of goldto any one customer.

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Specialized Skills and Knowledge

The nature of the Company’s business requires specialized skills and knowledge. The Company plans to operate alarge underground mining operation in Nunavut, with potential further mining operations, all of which requires technicalexpertise in the areas of geology, engineering, mine planning, metallurgical processing, mine operations, and environmentalcompliance.

The Hope Bay Project’s location in the Kitikmeot region of Nunavut, approximately 685 km northeast ofYellowknife, Northwest Territories, presents several logistical, operational and staffing challenges. In addition to thespecialized skills listed above, the Company also relies on staff members, contractors and consultants with specializedknowledge of logistics and operations in the remote far North and of Inuit and local community relations. See “Risk Factors– Risks Related to the Company and to Mineral Exploration and Development – The remote location of the Hope Bay Projectrequires specialized expertise that may not be available”.

In order to attract and retain personnel with the specialized skills and knowledge required for the Company’soperations, the Company maintains competitive remuneration and compensation packages. To date, the Company has beenable to meet its staffing requirements.

Competitive Conditions

The precious metal mineral exploration and mining business is competitive. The Company competes with numerousother companies, including many large established mining companies having substantial capabilities and greater financial andtechnical resources than the Company. Such competition may result in the Company being disadvantaged in the acquisitionof attractive mineral properties. The ability of the Company to acquire mineral properties in the future will also depend on itsability to successfully construct and develop the Hope Bay Project and upon the terms and conditions from time to time ofarrangements with third parties, such as the Company’s creditors.

The Company also competes with other mining companies and other third parties over sourcing raw materials andsupplies in connection with its construction, development and exploration operations, as well as for skilled experiencedpersonnel and transportation capacity. See “Risk Factors – Risks Related to the Company and to Mineral Exploration andDevelopment – Competition with other mining companies is intense”.

Cycles

Year round operations in the far north present certain challenges, particularly in the winter months. While theCompany believes it has adequately accounted for such challenges in its business and operational plans, there arenevertheless risks associated with such operations. See “Risk Factors – Risks Related to the Company and to MineralExploration and Development”.

Demand for and the price of gold is volatile and affected by numerous factors beyond the Company’s control. See“Risk Factors – Risks Related to the Company and to Mineral Exploration and Development – The future price of gold isuncertain and may be lower than expected” and “Management’s Discussion and Analysis – Financial Instruments –Commodity Price Risk”.

Employees

The Company employed a total of 19 full-time employees and 10 contractors as at December 31, 2014, and 22 full-time employees and 37 contractors as at March 31, 2015. The number of employees and contractors of the Company isexpected to increase during 2015 and 2016 and reach approximately 150 full-time employees and 165 contractors uponcommencement of commercial production at Doris. The Company is committed to, where possible, providing employmentopportunities to members of local communities.

Policies

The Company has adopted several policies concerning health, safety, and the overall welfare of people and theenvironment. These policies include the Code, a Health and Safety Policy and a Drug and Alcohol Policy. The Code sets theCompany’s expectations of its directors, officers and employees in a number of areas, including respectful behaviour and

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relationships with others and the communities in which the Hope Bay Project is located. The Code also clearly states, amongother things, the Company’s commitment to health, safety, and the environment, and that the Company has no tolerance fordiscrimination, harassment or violence. The Code can be found on the Company’s website and will be available under theCompany’s profile on SEDAR at www.sedar.com.

The Company has implemented these policies and practices with respect to its operations at the Hope Bay Project,which include the maintenance of a drug and alcohol-free environment, and the implementation of a “Zero Harm Culture”.With respect to employee health and safety, the Company believes that safe behaviour is determined not only by theadherence to laws, regulations and procedures but also by the personal values of directors, officers, and employees. TheCompany fosters a culture of safety by providing its employees and management with safety training, appropriate protectiveequipment and infrastructure, and a system of employee safety monitoring and accountability.

The Board has also adopted a Whistleblower Policy for individuals to report complaints and concerns regarding,among other things, violations of the Code. As well, the Company has an Anti-bribery and Anti-corruption Policy whichrequires that directors, officers, other employees and contractors conduct business in a manner that does not contravene anti-bribery and anti-corruption laws that apply to the Company, including the Criminal Code (Canada) and Corruption ofForeign Public Officials Act (Canada).

The Company seeks to provide communities potentially impacted by the Hope Bay Project with job creation,economic growth and training opportunities that extend beyond the economic life of the Hope Bay Project. The Companyprovides employment opportunities to members of local communities and, in conjunction therewith, provides additionalbenefits and opportunities pursuant to the IIBA. The Company is sensitive to the importance of preserving Inuit culturalheritage and conducts cultural awareness sessions with employees from time to time as well as archaeological surveys inconnection with its operations. The Company maintains a close working relationship with the KIA and NTI and hasimplemented various mechanisms to solicit and incorporate community feedback into the Company’s decision-makingprocess.

The Company is committed to maintaining environmental protection practices compliant with applicable laws andthe Company’s contractual obligations, and to practicing environmental stewardship which seeks to minimize the impact ofthe Company’s operations on the environment. For further details on the Company’s environmental protection activities, see“Environmental Protection” above.

The Company’s employee health and safety and environmental protection activities are overseen by the Safety,Health and Environmental Affairs Committee of the Board and activities including sustainable development and communityrelations are overseen by the Corporate Social Responsibility Committee of the Board. See “Statement on CorporateGovernance – Safety, Health and Environmental Affairs Committee” and “Statement on Corporate Governance – CorporateSocial Responsibility Committee”.

Restructuring Transactions

Other than the Hope Bay Acquisition, the Company has not effected any material restructuring transaction sinceincorporation, nor is any material restructuring transaction proposed for the current financial year.

Recent Developments

On June 24, 2015, the Company entered into an amendment to the Newmont Investor Rights Agreement withNewmont, which eliminates certain restrictions on Newmont’s dealings in Common Shares, replacing them with limitedrestrictions on the persons to whom Newmont may sell for 12 months following the expiry of the lock-up agreementanticipated to be entered into by Newmont in connection with the Offering. Newmont was also provided with additionalregistration rights and the right to membership on any committee formed to oversee construction or development of the HopeBay Project.

RCF and Newmont currently hold 38.7% and 37.0% of the issued and outstanding Common Shares, on a non-diluted basis, respectively. RCF and Newmont have committed to purchase $45 million and $22 million of Common Shares,respectively, if the Offering proceeds in the manner contemplated in this prospectus, such that following completion of theOffering and prior to giving effect to the exercise of the Over-Allotment Option, RCF and Newmont would hold 37.1% and30.7% of the issued and outstanding Common Shares, on a non-diluted basis, respectively.

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The Company held an annual and special meeting of shareholders on June 25, 2015 (the “2015 ShareholderMeeting”). At the 2015 Shareholder Meeting, shareholders of the Company were asked to consider and passed certainresolutions in addition to ordinary course resolutions for annual matters, including: (i) a special resolution to amend thearticles of the Company to remove a right of retraction which was set out in the articles; (ii) a special resolution to approvethe Consolidation; (iii) ordinary resolutions approving certain amendments to the advance notice and quorum requirementsset out in By-Laws of the Company to meet the recommendations of certain proxy advisory firms; and (iv) ordinaryresolutions approving certain amendments to the Company’s stock option plan and restricted share plan, and the unallocatedentitlements thereunder. See “Options to Purchase Securities” for further details as to the Stock Option Plan and theRestricted Share Plan.

Subsequent to the 2015 Shareholder Meeting, on June 25, 2015, the Company filed articles of amendment toremove the right of retraction set out in the articles and to effect the Consolidation. References in this prospectus to theOffering Price, the number of Common Shares to be issued pursuant to the Offering and the Over-Allotment Shares are on apost-Consolidation basis. In addition, all numbers referring to, or based on, the issued and outstanding shares, or shares thathave been or will be issued or made issuable, or that refer to some number or amount per share, including but not limited tobasic and diluted loss per share, have been adjusted as and to the extent necessary to account for the Consolidation.

On May 19, 2015, the Company entered into the Debt Facility Term Sheet. See “Debt Facility and Interim Facility”.

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HOPE BAY PROJECT

The scientific and technical information in this section relating to the Hope Bay Project is derived from, and in someinstances is a direct extract from, and based on the assumptions, qualifications and procedures set out in, the Hope BayTechnical Report. Such assumptions, qualifications and procedures are not fully described in this prospectus and thefollowing summary does not purport to be a complete summary of the Hope Bay Technical Report. Reference should bemade to the full text of the Hope Bay Technical Report, which is available for review under the Company’s profile onSEDAR at www.sedar.com.

Property Description and Location

The Hope Bay Project has an area of 1,101 square kilometres and comprises one contiguous property approximately80 km by 20 km. The Hope Bay Project is located approximately 685 km northeast of Yellowknife, Northwest Territoriesand 125 km southwest of Cambridge Bay in Nunavut Territory, and is situated east of Bathurst Inlet, as illustrated in thefigure below. The nearest settlements are Umingmaktok, located 75 km to the west, and Kingaun (Bathurst Inlet), located 110km southwest. The centre of the Hope Bay Project lies approximately 160 km above the Arctic Circle at 67º30’ N latitudeand 107º W longitude.

Hope Bay Project General Location Map

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Mineral Tenure

The Company’s subsurface mineral tenure with respect to the Hope Bay Project consists of 69 Federal (Crown)mining leases (48,019.82 ha), nine pending Federal (Crown) mining leases (6,111.16 ha) and one NTI Mineral ExplorationAgreement (55,976 ha). Such mineral tenure is summarized in the tables below. All of the Crown mining leases for the HopeBay Project are in good standing.

Crown Mining LeasesLease Number Expiry Date Area (ha)Koig 6 3544 4/17/2018 1,105.20Koig 1 3545 4/17/2018 1,162.99Wog 2 3546 4/17/2018 1,050.16Koig 2 3547 4/17/2018 439.49Wog 3 3548 4/17/2018 689.58Koig 3 3549 4/17/2018 595.70Koig 4 3550 4/17/2018 397.81Kamik 1 3923 7/24/2021 1,081.16Kamik 2 3924 7/24/2021 996.30Boston 6 4645 10/12/2022 614.31Boston 7 4646 10/12/2022 561.70Boston 3 4647 10/12/2022 1,014.55Madrid 1 4648 10/12/2022 953.03Madrid 2 4649 10/12/2022 477.12Boston 9 4650 12/27/2023 583.96Boston 8 4653 12/27/2023 447.18Boston 10 4654 12/27/2023 1,026.28Boston 12 4655 12/27/2023 174.01Boston 13 4656 12/27/2023 727.62Boston 1 4657 7/12/2022 1,006.94Boston 2 4658 7/12/2022 1,039.56Boston 4 4659 7/12/2022 979.70Boston 5 4660 7/12/2022 983.81Havana 1 4661 10/12/2022 1,000.38Chicago 1 4785 7/15/2024 887.88Chicago 2 4786 7/15/2024 542.68Chicago 4 4787 7/15/2024 1,038.42Amarok 1 4788 7/15/2024 936.85Amarok 2 4789 7/15/2024 79.72Amarok 4 4790 7/15/2024 125.05Amarok 3 4791 7/15/2024 913.78Amarok 5 4792 7/15/2024 854.70Amarok 6 4793 7/15/2024 1,023.45Amarok 7 4794 7/15/2024 54.23Buffalo 1 4795 7/15/2024 1,026.69Buffalo 2 4796 7/15/2024 794.80Amarok 8 4797 7/15/2024 94.29Buffalo 3 4798 7/15/2024 613.50Buffalo 4 4799 7/15/2024 922.28Buffalo 5 4800 7/15/2024 997.55Boston 14 4801 7/15/2024 694.85Boston 16 4802 7/15/2024 181.30Quito 1 4803 7/15/2024 558.06Quito 2 4804 7/15/2024 874.12Quito 3 4805 7/15/2024 808.56Quito 4 4808 7/15/2024 842.56Amarok 10 4851 9/28/2026 1,042.47Amarok 11 4852 9/28/2026 652.76Amarok 9 4853 9/28/2026 272.76Amarok 13 4854 9/28/2026 298.25Amarok 12 4855 9/28/2026 409.54Engine 1 4856 9/28/2026 233.50Engine 2 4857 9/28/2026 800.06PJ 1 4901 11/24/2027 141.64PJ 2 4902 11/24/2027 941.70PJ 3 4903 11/24/2027 1,048.14PJ 4 4904 11/24/2027 1,044.09PJ 5 4905 11/24/2027 750.29PJ 6 4906 11/24/2027 1,042.87

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Crown Mining LeasesLease Number Expiry Date Area (ha)PJ 7 4907 11/24/2027 1,045.71

Chicago 5 4908 11/24/2027 1,077.68Engine 3 4933 5/22/2029 23.47Engine 4 4932 5/22/2029 99.27BD 1 4934 5/22/2029 464.17BD 2 4935 5/22/2029 712.25

Boston 18 5294 02/05/2034 188.58Boston 19 5295 02/05/2034 846.60Boston 20 5296 02/05/2034 511.93Heku 5 5297 02/05/2034 398.21

Crown Mining Leases PendingClaim Number Area (ha)Heku 1 F70303 1,045.10Heku 2 F70302 836.08Heku 3 F70423 940.59Heku 4 F70424 919.69Quito 5 F80440 174.82Quito 6 F80441 554.42Quito 7 F80442 129.50Heku 6 F72166 785.09Heku 7 F72167 724.39

Mineral Exploration AgreementNumber Expiry Date Area (ha)

BB-57 and BB-60 31/03/2035 55,976

Crown mining leases are issued for a 21-year period and may be renewed for additional 21-year periods, as long asall required rents are paid.

Surface Rights

NTI, the organization which coordinates and manages Inuit responsibilities set out in the NLCA, holds the surfacetitle and subsurface mineral rights to Inuit owned lands in the Kitikmeot Region of Nunavut, including the surface rights ofthe entire Hope Bay Project (with the exception of certain limited portions, which are on federal lands). NTI has delegatedadministration of surface rights in the Kitikmeot Region to the KIA. The KIA administers the surface rights associated withthe Hope Bay Project (subject to the exclusions previously referenced). TMAC has various forms of surface tenure with theKIA: (i) the Commercial Lease for the Doris North site that includes the entire infrastructure for the proposed mine at Dorisand the Windy Road, which was entered into effective as of March 30, 2015 for a 20-year term; (ii) advanced explorationleases required to perform advanced exploration at Boston and quarrying activities at Boston and Windy, which have aninitial term of five years effective as of March 30, 2015, with the option to renew the applicable lease for additional one yearterms, up to a maximum period of 20 years; and (iii) a land use license that provides access to non-exclusive exploration overthe Inuit owned lands across the Hope Bay Project, automatically renewable on an annual basis for a 20-year term effectiveas of March 30, 2015.

Royalties and Encumbrances

The royalties payable for NTI mineral rights are governed by production leases. A production lease must be enteredinto with NTI in order to develop a mine at the applicable deposit. TMAC has secured the 20-year Mineral ExplorationAgreement, with an attached form of Inuit owned lands production lease. No production leases are currently in place for theHope Bay Project. Such a lease is required to be entered into before production at Doris can commence. Under a productionlease, TMAC will pay NTI an annual 12% net profits interest royalty from any applicable production, with the allowabledeductions to be used in computing the net profits interest being subject to a prescribed annual limit. The Government ofCanada is entitled to royalties on net profits from production from the Crown mining leases. Crown mining leases are subjectto a sliding scale net profits interest royalty of up to 13%. There is no prescribed annual limit on the amount of allowabledeductions that may be claimed for such mining lease royalty. Newmont has retained a 1% net smelter return royalty oncommercial production from the Hope Bay Project, with TMAC having a right of first refusal on the sale of this royalty.Additionally, the Company has granted to the KIA a 1% net smelter return royalty on commercial production from the HopeBay Project, which may not be transferred by the KIA other than to a “Designated Inuit Organization” which has beendesignated as such pursuant to the NLCA.

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Mineral Tenure and Surface Rights Map

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Accessibility, Climate, Physiography, Local Resources and Infrastructure

Accessibility

The primary access route to the Hope Bay Project for bulk commodities such as fuel, mining and mill equipmentand sundry supplies will be via a marine link through the Arctic Ocean, or up the Mackenzie River, on the annual sealift fromlate July through September, when ice-free conditions allow for passage. Goods must be transported by air during the rest ofthe year. Personnel are transported by air year-round to the gravel airstrip at the Hope Bay Project. Currently, the 900 meterstrip allows for aircraft such as the Dash 8 and Buffalo. In addition, a winter ice strip is constructed on Doris Lake each year.This ice strip is operational from February to April, and is able to accommodate Boeing 737 and Hercules aircraft. Thenearest community and commercial airport is Cambridge Bay, approximately 160 kilometres by air. See “Risk Factors –Risks Related to the Company and to Mineral Exploration and Development – Geological, hydrological and climatic eventscould suspend mining operations or increase costs”.

Climate

The climate is classified as Arctic, semi-arid. Snow accumulation and freeze-up of lakes begins in mid-to-lateSeptember and remains into mid-June, with areas in the higher elevation persisting through July. Temperatures in January areoften below -30°Celsius while the mean annual precipitation is approximately 220 mm. Prevailing winds are strong andsteady from the northwest. Due to its location above the Arctic Circle, the Hope Bay Project experiences 24-hour sunlight inmid-summer and 24-hour darkness in mid-winter.

Physiography

The site is situated in an area of Arctic tundra with continuous permafrost. The local topography ranges from sealevel at Roberts Bay to an elevation of 158 m at the summit of the Doris mesa approximately three kilometres inland.Vegetation consists of primary lichen, moss, dwarf willows, and birches. Outcrop forms north to northwest ridges, whiletundra covers most of the flat valleys. The general overburden profile consists of saline ice-rich (10% to 30% by volume onaverage, but occasionally as high as 50%) marine clay and silt. While the Hope Bay Project has a remote Arctic location, it isdesigned to operate throughout the year. Materials will be transported to site from more southern locations and personnel willbe transported from Arctic and southern locations.

Local Resources

There are numerous lakes in the vicinity of the Hope Bay Project and abundant amounts of fresh water available.Doris Lake will be the primary source of fresh make-up water. Mining personnel will be hired from Yellowknife, SouthernCanada, or the Western Arctic communities such as Cambridge Bay, Kugluktuk, and others. All personnel will be flown tothe site.

Infrastructure

There is existing infrastructure at Roberts Bay, the Doris site, and the Boston site. Madrid North and South areessentially greenfield sites.

Roberts Bay

Roberts Bay is located approximately five kilometres from the Doris site and is the main port entry point to theHope Bay Project. The Roberts Bay area includes the seaport infrastructure, which consists of the jetty and major storage andlaydown facilities, including a 21-million litre fuel tank farm and a 75,000 square metre laydown area for offloadedequipment and materials. The Roberts Bay port facilities are connected by an all-weather road to the Doris site.

Power

All the required power will need to be generated on site using diesel powered generators. The Doris power plantsupplies power to the entire Doris site. Power load requirements for the mine, mill and site related facilities will range fromapproximately 45,000 MWh/yr to 55,000 MWh/yr, during steady state operation. The Doris power plant will eventuallyconsist of eight 1.45 MW packaged generators complete with switchgear. Six of these generators have been installed, four of

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which have been commissioned. Two more generators acquired as part of the Hope Bay Acquisition are stored off-site, andare expected to be shipped to the Hope Bay Project in the 2015 sealift and subsequently commissioned.

The Madrid North and South portal areas will be serviced by dedicated power generation plants located at the portalareas. At Madrid North, three 725 kW generators will supply power for the underground mine, while Madrid South will havetwo 725 kW generators. Each of these sites will also have a backup generator. All of the generators for Madrid North andMadrid South are on site.

Boston will be supported by a dedicated power generation plant consisting of two 1.8 MW generators with a 725kW standby generator. These generators will be purchased when the Boston camp is developed.

Fuel

Fuel will be transported either up the Mackenzie River or from the east or west coast by ship or barge to the port atRoberts Bay. Fuel will be delivered to land-based fuel storage via floating line to a tanker moored in Roberts Bay or bargedelivery to the jetty with land lines. Primary fuel storage will be at Roberts Bay, with supplemental storage at the Dorispowerhouse tank farm and future mine generator facilities to ensure continuous supplies at the generator sets. Total storagecapacity is 27.5 million litres.

Existing Mine Development

At Doris North, a portal leads to an underground ramp and 3,000 m of existing underground mine development. Atthe Boston site, a portal with underground ramp access leads to 2,300 m of existing underground mine development.

Camp Facilities

It is anticipated that approximately 270 employees and contractors will be at the Hope Bay Project during peakoperations.

An existing camp is located at Doris comprised of (i) one complex containing a kitchen and dining facility,firefighting facilities, water and sewage treatment facilities, sleeping facilities for approximately 120 personnel, medicalfacilities, recreational facilities, a small suite of offices and meeting facilities; and (ii) another sleeping facility, that couldhouse approximately 60 personnel.

In addition to the current on-site facilities, there is a 100-person camp at the sealift storage site in Becancour,Québec that will be brought to the Hope Bay Project and added to the Doris site to accommodate full production andexploration occupancy at Doris and Madrid. Mine crews and surface support staff would be bussed to the Madrid site(approximately 8 kilometres) for work and returned to the Doris site. There is adequate room on the Doris site pad for theexpanded housing facility which is self-contained with kitchen, water and sewage treatment.

Due to its distance from Doris, Boston will have separate mining operations and associated support infrastructure,and a 100-person camp. The camp at Boston has an existing capacity of 65 persons, which could be utilized initially, and thensubsequently replaced with a 100-person camp for full operations. Costs have been allocated in infrastructure capital forBoston infrastructure.

Satellite service offices will be located in Cambridge Bay and Yellowknife. Accounting functions will be carried outin the corporate office in Toronto.

Transportation

There are existing, well-maintained site roads leading from Roberts Bay port through the airstrip to Doris North andfurther south to Windy Lake. As well, there is a winter road pathway established to the existing Boston site and portageaccess routes established for winter access to Roberts Bay and Doris Lake. The eight kilometre Windy Road from DorisSouth to the Madrid North (the Naartok zone) proposed portal site and Windy Lake pump house is complete and currently inuse. A road to the Madrid South proposed portal site will be required for development of that infrastructure. Access withtracked vehicles from the camp at Doris to Boston has been achieved annually via a winter road since 1994.

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Boston lies 55 km to the south of Doris and is currently accessible by aircraft using the Boston site airstrip. Thedevelopment of the mine at Boston to production will require the development of an all-weather single lane resource roadwith radio controlled pullouts for ore haulage traffic. The approximately 50 km long road is included in the capitaldevelopment schedule for Boston.

The all-weather airstrip located between Roberts Bay and the Doris North site, having a length of approximately3,000 ft, is capable of landing aircraft as large as Buffalo and Dash 8. It is constructed with run-of-quarry rock topped with acrush layer for durability. Dust suppression is managed through the use of water trucks or environmentally safe chemical dustsuppressants as required. The airstrip expansion, to approximately 4,600 ft, was commenced prior to the acquisition of theHope Bay Project by TMAC, with the placement of underlying material for the extension. The top layer material has beencrushed and is presently located in a quarry near Roberts Bay. The aircraft availability is well matched to the size ofoperations planned with an average of 80 travelers in/outbound per week on multiple days and flights.

In order to provide for the economic supply of material and equipment into the Hope Bay Project, an annual sealiftis required. This sealift generally occurs in the August-September period, when the ships and barges can access the site. Themain sealift will use the ports of Montreal and/or Vancouver as the embarkation point. There is also the capability to use theMackenzie River system, using Hay River as the embarkation point. Freight will move to site along the least cost route withemphasis on reducing risk by splitting key deliverables such as fuel to two or more routes.

Personnel transport services are based on commercial travel to Yellowknife, Northwest Territories for non-Nunavutbased employees and charter to site on Dash 7 aircraft, typically in a 20 seat/two cargo configuration four times per week.Nunavut residents are transported via King Air from local communities through Cambridge Bay to site.

Plant and Waste

The site selected was chosen based on proximity to the planned portal location at Doris and the presence ofrelatively flat topography with bedrock at surface for mill and other major equipment foundations.

Tail Lake, which is approximately two kilometres to the east of Doris, has been identified as a suitable TIA. Thiswater body is fully permitted for use as a TIA. Tailings from the Gekko Plant will be deposited in the TIA. Two dams andone interim dike will be required. The North Dam has been completed and the South Dam and the Interim Dike will be builtduring the initial stages of production, upon receipt of necessary amendments to existing approvals for Doris North throughthe Doris North Project Certificate and Doris North Water Licence. Initial capacity is approximately 2.5 million tonnes.Expansion for the full 14.2 million tonnes of required capacity will be carried out through raising of the South Dam.

Temporary holding areas for waste rock will be located near the mine portals. Any waste rock produced fromunderground will be utilized as fill in the underground mine stopes. Surface plans at Madrid and Boston indicate potentialwaste storage areas.

History

Project Tenure History

During the 1960s, 1970s and the 1980s, Robert’s Bay Mining and Noranda Exploration Ltd. explored portions of theHope Bay greenstone belt for precious and base metals, respectively. In 1987, Abermin Corporation staked claims in thevicinity of Spyder Lake and Doris Lake and completed some reconnaissance exploration. These claims were allowed toexpire. In 1991, BHP Minerals Canada Ltd. (“BHP”) acquired a contiguous block of claims covering approximately 1,016square kilometres. This was then expanded by the staking of additional claims.

In December 1999, the Hope Bay Project was purchased from BHP by the Hope Bay Joint Venture, a 50:50 jointventure between Cambiex Exploration Inc. (“Cambiex”) and Miramar Hope Bay Limited (“MHBL”), a wholly-ownedsubsidiary of Miramar Mining Corporation (“Miramar”). All claims were registered in the name of Cambiex, which changedits name to Hope Bay Gold Corporation Inc. in 2001. During 2001, several additional adjoining claims were staked. In May2002, Hope Bay Gold Corporation Inc. merged with Miramar.

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In late 2007, Newmont Mining B.C. Limited, an indirect wholly-owned subsidiary of Newmont, purchased Miramarand formed HBML, which became the registered owner of all the Hope Bay Project land tenure. In March 2013, TMACcompleted the acquisition of the Hope Bay Project from HBML pursuant to the Hope Bay Acquisition. See “GeneralDevelopment and Business of the Company – Project Acquisition and Financing” for further information on the Hope BayAcquisition.

Exploration and Development History

A summary of work completed over the Hope Bay greenstone belt from the 1960s to 2013 is listed in the tablebelow:

Exploration HistoryCompany Year Activity

Roberts Mining Co. 1965 Trenching at Roberts Lake near Doris.Radiore Uranium Mines 1967 Trenching 10 km southwest of Madrid.Hope Bay Mines Ltd. 1973 Mining of small silver deposit 10 km north of Doris.Perry Nickel Mines 1976 Prospecting, sampling in belt.Noranda Exploration 1981 Airborne magnetics, drilling at Wombat zone near Kamik.Roberts Mining Company 1985 Discovery of Roberts Lake Silver prospect.Abermin Corporation 1987 – 1989 Identified Ida Bay Silver, Ida Bay Gold and Granite/Wombat

prospects.BHP 1991 – 1995 Extensive mapping, sampling, geophysical surveys, and

approximately 120,000 m of drilling in 1,261 drill holes.Discovered Boston in 1992, Madrid in 1994, and Doris in 1995.

1996 – 1998 Metallurgical testwork, underground bulk sampling (2,340 munderground development to 200 m depth), resource estimation,and mining studies.

MHBL 2000 – 2007 Geophysical surveys, till sampling, mapping, and prospecting.Drilling (surface, underground, geotechnical, condemnation)approximately 382,000 m in 2,215 holes.Metallurgical studies, resource/reserve estimates, environmentalimpact statement, mining studies including a feasibility study in2003.

Newmont/HBML 2007 – 2012 Drilling (exploration, in-fill, geotechnical) mapping, sampling,metallurgical testwork, resource estimation, environmental andsocial baseline data collection, pre-feasibility study, regionalexploration.

Historical Resource Estimates and Past Production

On December 31, 2006, MHBL announced an Indicated Mineral Resource estimate of 36.0 Mt grading 4.5 g/t Au,containing 5.23 Moz and an Inferred Mineral Resource estimate of 46.6 Mt, grading 3.6 g/t Au, containing 5.46 Moz (the“Miramar Historical Resource Estimate”). TMAC notes that this resource estimate is historical in nature, has beensuperseded by the Hope Bay Technical Report, should not be relied upon, and is quoted for historical purposes only. RPA didnot review the database, parameters, assumptions, or methodology of the estimate, which has been superseded by theestimate set forth below under “Mineral Resource and Mineral Reserve Estimates” and “Scientific and TechnicalInformation”.

There has been no production of gold or other minerals from the Hope Bay Project.

Geological Setting and Mineralization

The Hope Bay Project lies within the Hope Bay greenstone belt. The Hope Bay greenstone belt is located in theBathurst Block, which covers approximately 16,000 square kilometres in the northeast portion of the Slave StructuralProvince. The Bathurst Block is isolated from the rest of the Slave Province by the Proterozoic cover of the Kilohigok Basin.

Known gold mineralization is found in three areas: Doris, Madrid, and Boston. The deposits are typical Archeanlode deposit types which occur within folded and metamorphosed mafic volcanic rocks.

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The Doris area hosts several distinctive suites of mafic volcanic rocks which are broadly divided into magnesiumand iron tholeiites. Volcanic rocks were intruded by one or two phases or late mafic dykes of gabbroic composition. A seriesof diabase dykes and sills clearly crosscut all of the stratigraphy. Doris is characterized by a series of north-south striking,subvertical, gold-bearing, ductile-brittle structures that commonly host wide, stylolitic, ribboned, or bull quartz veins. A totalof nine sub-parallel structures have been identified within Doris and have been traced by diamond drilling for greater than 2.3km and from surface to 650 m deep.

Madrid is defined by a north-south striking package of mafic volcanics, including a sequence of iron-titaniumtholeiites, magnesium tholeiites, komatiitic basalts, and synvolcanic to late gabbro and ultramafic rocks. Gold mineralizationis most commonly associated with the high iron-titanium tholeiites and is structurally controlled by a large-scale deformationzone. It is found in four zones comprising quartz-carbonate stockwork veining, which overprints dolomite-sericite-albite-pyrite altered mafic volcanic rocks. The gold mineralization is characterized by multi-stage brecciation and alteration with atleast two separate gold mineralization events. Gold occurs within north-northeast, east, southeast and north-northwesttrending brecciated and carbonate altered zones and is associated with disseminated pyrite which replaces brecciated maficfragments.

The geology of Boston is a bimodal assemblage of mafic and felsic volcanic rocks along with sedimentary rocks allof which are complexly folded about a large-scale synformal-anticline. The core of the anticline is occupied by maficvolcanic rocks that host Boston and these in turn are overlain by sedimentary rocks. The structure is best defined by facingdirections recognized by graded bedding, bedding-cleavage relationships in the sedimentary rocks and from pillow shelves inthe mafic volcanic rocks. The geometry of this fold is well constrained by lithologic contacts. Gold mineralization is found inthree zones in sub-vertical horizons of extensive hydrothermal alteration within a large iron-rich carbonate-altered shearzone. Organic carbon graphite is a common component of the Boston mineralized system, but not directly with the gold-bearing veins. Gold occurs within and around structurally controlled quartz-carbonate veins, which have been developedalong lithological contacts. Gold is associated with sulphide mineralization, mainly as clots of the pyrite within veins and inthe wallrock.

Drilling

Since 1991, approximately 924,000 m has been drilled in 5,062 core and RC drill holes on the Hope Bay Project.Details of the various drilling programs are summarized in the table below.

Drilling Summary

Company YearsNo. of CoreHoles Metres Drilled No. of RC Holes

MetresDrilled

BHP Pre 1999 933 195,269 328 6,111Miramar/Cambiex JV 1999-2002 730 110,293 587 13,389Hope Bay Maximus JV 2001-2009 58 9,536 - -Miramar 2003-2007 847 258,116 383 6,774Newmont 2008-2012 873 212,617 108 15,081TMAC 2013 63 29,622 - -TMAC 2014 152 67,530 - -Total 3,656 882,983 1,406 41,354

A total of 187 core holes have been drilled for geotechnical, hydrological, and condemnation purposes. Anadditional 137 drill holes were completed for metallurgical purposes. Core drilling has primarily been completed at HQ (63.5mm) and NQ/NQ2 (47.6 mm) core sizes. Minor BQ (36.5 mm) core was drilled in the Boston underground program. Agopher diamond rig was used in the 1990s for regional exploration purposes. This rig delivered ADBGM-size (30.09 mm)core.

The 2014 program by TMAC consisted of diamond drilling to infill the resources that exist at Doris and Madrid, andtwo assessment drill holes. Drilling focused on the Wolverine, Patch 14, Naartok East and West, Doris Connector, DorisConnector Deep, and Doris North Deep sections of the property. This program targeted areas of the resource where theprevious drilling was widely spaced or the down-plunge extension was not sufficiently tested. Overall, at Doris a total of 61drill holes (25,855 m) were drilled as infill to test continuity of mineralization and extensions of existing mineralized trends.A total of 41 drill holes (16,269 m) were drilled over the Patch 14 and Wolverine deposits, focusing on increasing drill holespacing within key sections of the existing Mineral Resources and testing the down-plunge extension of high-grade chutes. Atotal of 48 holes (24,426 m) targeted Naartok East and West to determine the extent of mineralization and infill betweenthicker high-grade zones. Two assessment drill holes explored the mineral potential of Akungani 2 and Aimaokatuk 1. The

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exploration drilling targeted a similar geological environment to the setting of the Naartok East zone and a regional scalestructural corridor. Both of the holes were helicopter supported out of the Doris site, resulting in a total of 979 metres ofdrilling.

Sample Preparation, Analyses and Security

Sample Preparation and Analysis

In 2000, TSL Laboratories Inc. (“TSL”) in Saskatoon, Saskatchewan, was the primary laboratory for assay analysesand ALS Chemex in North Vancouver provided check analytical services. In 2006, the roles were reversed and TSL carriedout check analyses and ALS Chemex was the primary laboratory. Since Newmont took over the Hope Bay Projectdevelopment, a third laboratory, the ACME Analytical Labs (“ACME”) in Vancouver, has also been used for sampleanalyses. Currently, under development of the Hope Bay Project by TMAC, samples are sent to ALS Chemex in Yellowknifefor sample preparation and ALS Chemex in Vancouver for analysis.

The following description describes the sample preparation and analysis protocol for the Miramar and Newmontprograms. Samples were primary jaw crushed and then passed through a roll crusher to achieve 95% passing 1.7 mm (-10mesh). A 1,000 g riffle split was pulverized to 955 passing 106 μm (-150 mesh) in a ring and puck mill. An assay ton (58.4 g)sample split was fire assayed with a gravimetric finish for gold. All gold analyses were controlled by the project operatingcompany supplied certified standard reference materials inserted into the sample stream. Any samples exceeding 20 g/t Auwere further analyzed by metallic screen fire assay on all the remaining original 1,000 g pulp. Any samples identifiedcontaining visible gold were directed to an initial metallic screen assay, by passing the standard two assay ton analyses.

The sample preparation and analysis protocol for the TMAC programs is described as follows. During 2013,samples were primary jaw crushed and then passed through a roll crusher to achieve 95% passing 2 mm (-10 mesh). A 1,200g rotary split was pulverized to 95% passing 106 μm (-150 mesh) in a ring and puck mill. A 30 g sample split was initiallyfire assayed with an atomic absorption (“AA”) finish for gold (ALS protocol Au-AA23). If the result was greater than 0.25g/t Au, then a new 50 g sample split was fire assayed with an AA finish for gold (ALS protocol Au-AA26). If either of thesemethods returned a gold value exceeding 10 g/t, all remaining pulp was taken for metallic screening with a gravimetric finish(ALS protocol Au-SCR24g). In this procedure, two 50 g samples were taken from the material passing 106 μm (-150 mesh)for assay using Au-AA26. Any material remaining on the screen was analyzed in its entirety by fire assay with a gravimetricfinish (ALS procedure Au-GRA22). The final result was a weighted average of the average Au-AA26 samples and themetallic screen sample. Additionally, any samples identified by TMAC personnel as containing visible gold were directed toan initial metallic screen assay, bypassing procedures Au-AA23 and Au-AA26. The table below summarizes the sampleweight and detection limits for each of the assay procedures. The final gold value in the assay database represents the resultof the metallic screen assay, where available, otherwise a priority of assay results from Au-AA26 over Au-AA23.

During 2014, the same protocol was used with the exception that samples were directly assayed using the 50 g Au-AA26 method, and if the value exceeded 10 g/t Au, that sample and one sample on either side were analyzed using metallicscreening.

Gold Detection LimitsProcedure Sample Weight (g) Lower Limit (g/t) Upper Limit (g/t)Au-AA23 30 0.005 10.0Au-AA26 50 0.01 100.0Au-GRA22 up to 50 0.05 10,000Au-SCR24g up to 1,000 0.05 1,000

When graphite was present, a sub-sample was sent for the Preg-Rob analysis suite. A sub-set of samples has alsobeen sent for inductively-coupled plasma (“ICP”) and Whole Rock analysis. The ICP analysis package was used for 50 traceelements.

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Security

The Hope Bay Project has security protocols in place to ensure the security of its core samples and the analyticaldata derived from them. Among these are:

Individual plastic sample bags are securely sealed with non-reusable zap straps prior to being placed in larger ricebags for shipment off site in charter aircraft.

Neither drill hole numbers nor metreages are written on the sample tags included with the samples shipped, so thelaboratory cannot identify the locations of the samples.

Assay results are restricted to a small number of project personnel and only a limited number of personnel can relatethe sample numbers and assays to the drill hole from which they came.

RPA Opinion

RPA is of the opinion that the sample preparation, security, and analytical procedures at the Hope Bay Project meetor exceed industry standards.

Quality Assurance, Quality Control and Data Verification

Quality assurance (“QA”) consists of evidence to demonstrate that the assay data has precision and accuracy withingenerally accepted limits for the sampling and analytical method(s) used in order to have confidence in a resource estimate.Quality control (“QC”) consists of procedures used to ensure that an adequate level of quality is maintained in the process ofcollecting, preparing, and assaying the exploration drilling samples. In general, QA/QC programs are designed to prevent ordetect contamination and allow assaying (analytical), precision (repeatability), and accuracy to be quantified. In addition, aQA/QC program can disclose the overall sampling-assaying variability of the mineralization itself. See the Hope BayTechnical Report for a summary of the QA/QC and data verification programs undertaken by BHP, MHBL and Newmont atthe Hope Bay Project.

TMAC Programs

Audit of Drill Hole Database

RPA compared 100% of the 2013 and 2014 sample databases to assay certificates from ALS. No majordiscrepancies were found; however, RPA noted the following:

Nine samples (<1%) differed by more than 0.05 g/t Au from the drill hole database. Of these, eight appear to bescreen metallic results not incorporated into the final drill hole database.

113 samples (1%) differed by more than 0.05 g/t Au from the drill hole database. Of these, eight use a differentassay result than expected, 70 samples use a default value where an actual value exists, and 32 samples use anincorrect default value.

RPA is of the opinion that these inconsistencies are minor and that the drill hole database is acceptable for use in aMineral Resource estimate.

Quality Assurance and Quality Control

The QA/QC program enacted by TMAC included systematic insertion of certified reference material (“CRMs”) andblanks. A suite of five suitable CRMs were purchased from Analytical Solutions Ltd. A QA/QC review was completed byLynda Bloom of Analytical Solutions in mid-2013. No issues were identified and the conclusion was that there was noapparent bias in the ALS assays based on inserted reference materials and no systematic contamination based on insertedblanks. Ms. Bloom recommended the initiation of a check assay program during the 2014 drilling program, for which TMAChas initiated a retroactive check assay program.

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Certified Reference Material

Results of the regular submission of certified reference material are used to identify problems with specific samplebatches and long-term biases associated with the primary assay laboratory. RPA reviewed the results from four differentCRMs used between 2013 and 2014 by TMAC.

Reference material at the Hope Bay Project are inserted in the sample stream at a rate of one CRM sample in every45 samples, for an overall insertion rate of 3%. A description of the CRMs used at the Hope Bay Project as well as thecertified value and standard deviation are listed in the table below. TMAC inserts two very low grade, two medium grade andone high-grade CRM into the sample stream. All but one CRM are below the cut-off grade of the deposits. Less than 10% ofthe CRM submitted in 2013 and 2014 by TMAC have a gold grade above the cut-off grade for the deposits. RPA hasrecommended modifying the CRM program to include a total of three CRMs: one CRM approximating the cut-off grade ofthe deposits, and two CRMs above the cut-off grade of the deposits, representing medium and high-grades of the ore. RPAhas also recommended investigating the use of custom standards for each of the Hope Bay Project deposits.

RPA reviewed the CRM data using control charts and basic statistics. A CRM was considered to fail if its value wasmore than three standard deviations, or two consecutive CRM values were more than two standard deviations away from theaccepted value.

RPA is of the opinion that, in general, the CRMs performed well and no bias was observed at any grade range. CRMOREAS 202 had a failure rate of 14%, with most of these failures concentrated in a single time frame. Several mislabelledCRMs were removed from the dataset. RPA has recommended timely and ongoing monitoring and follow-up of CRM data.

Certified Reference Material

CRM MaterialCertified Value

(g/t)StandardDeviation Number

OREAS 200 Meta-volcanogenic basalt – orogenic lode gold 0.340 0.012 47OREAS 202 Mafic volcanic – orogenic lode gold 0.752 0.026 253OREAS 206 Mafic volcanic – orogenic lode gold 2.20 0.08 214OREAS 207 Meta-volcanogenic basalt – orogenic lode gold 3.47 0.13 89OREAS 208 Meta-volcanogenic basalt – orogenic lode gold 9.25 0.44 56

Total 659

Duplicates

Field duplicates were not taken during 2013 but were implemented in 2014 at a rate of one quarter core duplicatesample in every 45 samples, for a total of 296 field duplicates and an insertion rate of 2%. No blind duplicates from the pulpor preparation samples were inserted by TMAC; however, they were inserted as part of the routine ALS QC protocols.

Field duplicate samples were analyzed using basic statistics, scatter, quantile-quantile, and percent relativedifference plots. Field duplicate pairs had a 95% correlation. No bias was observed, however, there is significant scatter. Ofthe duplicate samples submitted, only eight returned a gold value above 5 g/t. RPA is of the opinion that the results ofTMAC’s field duplicate program are acceptable, and has recommended that ongoing duplicate sample programs continue tocapture all grade ranges, but with a focus on higher grades.

Blanks

Barren coarse material, sourced from diabase samples within Newmont’s historical collection, is submitted forcrushing and pulverizing at an insertion rate of one blank sample in every 45 samples. A total of 528 samples were submittedfor analysis during the TMAC 2013 and 2014 campaigns, for an overall insertion rate of 2%. RPA reviewed the blank sampledata using control charts and basic statistics. Failure criteria was set at ten times the detection limit. Only one sample wasoutside this range, and was likely mislabelled. RPA is of the opinion that the results of TMAC’s blank QA/QC tests areacceptable.

RPA Opinion

RPA is of the opinion that the QA/QC programs enacted by the Hope Bay Project’s previous owners were effectivein monitoring the sample security, preparation, and analysis. The HBML QA/QC program was developed by MHBL and was

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reviewed during the 2000 exploration season by RPA. In the RPA report, the procedures were described as “exceedingindustry standards”. In 2002, a second external review by SRK confirmed that the QA/QC procedures continued to meet orexceed industry standards. Newmont produced each monthly report with control charts summarizing year-to-date QA/QCresults. RPA reviewed results from available QA/QC programs undertaken by the Company and the preceding owners of theHope Bay Project and is of the opinion that the results are sufficient to support Mineral Resource estimation.

Mineral Resource and Mineral Reserve Estimates

Mineral Resources

Mineral Resource estimates were completed by RPA and reported in the Hope Bay Technical Report. These MineralResources are an update to the previous estimate disclosed in the PEA Report. Since the previous estimate, TMAC hascompleted 215 drill holes amounting to 107,000 metres of drilling, mainly in Doris and Madrid North. The purpose of theMineral Resource update is to reflect the new drilling information and to support the Mineral Reserve estimate basis for theHope Bay Technical Report.

Changes to the Mineral Resources are predominately due to changes to the cut-off grade, an upgrade of InferredMineral Resources to Measured and Indicated, and a reduction in the block size to realize the selectivity achievable for theproposed scale of mining.

The table below provides a summary of the Mineral Resources estimates for the Hope Bay Project effective March31, 2015.

Mineral Resource Summary – March 31, 2015

ZoneTonnes(000s t)

Grade(g/t Au)

Ounces Au(000s)

MeasuredDoris 443 21.7 309Madrid North 0 0.0 0Madrid South 0 0.0 0Boston 608 10.3 201Measured Total 1,051 15.1 510IndicatedDoris 1,852 9.4 561Madrid North 8,616 8.2 2,263Madrid South 571 15.4 282Boston 3,103 9.0 895Indicated Total 14,142 8.8 4,001Measured and IndicatedDoris 2,295 11.8 870Madrid North 8,616 8.2 2,263Madrid South 571 15.4 282Boston 3,711 9.2 1,096Measured and Indicated Total 15,193 9.2 4,511InferredDoris 1,014 7.6 247Madrid North 3,155 7.2 730Madrid South 420 9.0 122Boston 1,393 7.4 330Inferred Total 5,982 7.4 1,429

Notes:(1) The CIM Definition Standards were followed for Mineral Resources.(2) Mineral Resources are estimated at a cut-off grade of 4.5 g/t Au.(3) Mineral Resources are estimated using a long-term gold price of US$1,400 per ounce and an exchange rate of $1.12 = US$1.00.(4) A minimum mining width of approximately 1.5 m was used.(5) A 50 m crown pillar allowance was applied to Mineral Resources located below lakes.(6) Measured and Indicated Mineral Resources are inclusive of Mineral Reserves.(7) Values may not add due to rounding.

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Mineral Reserves

The table below provides a summary of the Mineral Reserves estimates for the Hope Bay Project effective March31, 2015.

Mineral Reserve Summary – March 31, 2015Proven Probable Total

ZoneTonnes(000s t)

Grade(g/t Au)

Ounces(koz Au)

Tonnes(000s t)

Grade(g/t Au)

Ounces(koz Au)

Tonnes(000s t)

Grade(g/t Au)

Ounces(koz Au)

DorisConnector - - - 1,526 8.0 395 1,526 8.0 395

Doris North 650 13.4 281 168 8.0 43 817 12.3 324Suluk - - - 2,002 5.8 373 2,002 5.8 373Rand - - - 344 5.2 57 344 5.2 57Naartok - - - 5,536 7.0 1,246 5,536 7.0 1,246Patch - - - 365 14.5 170 365 14.5 170Wolverine - - - 261 7.2 60 261 7.2 60Boston 657 8.5 180 2,687 8.1 703 3,343 8.2 883Total 1,306 11.0 461 12,888 7.4 3,046 14,194 7.7 3,507

Notes:(1) The CIM Definition Standards were followed for Mineral Reserves.(2) Mineral Reserves are estimated at a cut-off grade of 4.7 g/t Au for Longhole mining and 5 g/t Au for Drift and Fill mining.(3) Mineral Reserves are estimated using an average long-term gold price of US$1,250 per ounce and an exchange rate of $1.1765 = US$1.00.(4) A minimum mining width of 1.5 m for Longhole mining and 3 m for Drift and Fill mining was used.(5) Density was calculated using the geological block model density field.(6) Values may not add due to rounding.

Mining Operations

Mining Method

Mining at the Hope Bay Project will incorporate several methods in order to address the deposit geometry andanticipated ground conditions. Mining will take place under permafrost conditions where the mineralization is located awayfrom any water bodies and also under non-permafrost conditions in what is known as the talik, unfrozen zones in the vicinityand under the lakes in the area. Doris North will be in permafrost while the Connector and Central zones at Doris will bebeneath the lake. The Naartok (part of Madrid North) and the Madrid South (Patch 14 and Wolverine) deposits are situatedbeneath the lakes and therefore will not entirely be under permafrost conditions.

The deposits will be accessed and services will be provided by a ramp decline from surface. The ramp will also beused for ore and waste haulage from the underground operations.

The sequence of mining will begin with Doris North, which has an existing ramp decline down to the 4,940 m level(with portal at 5,020 m elevation). Part of Doris North, in the “hinge” zone, will be mined by the Drift and Fill method, as thewidths and thicknesses are amenable to this stoping method, thereby providing for optimum extraction of the MineralReserves. This method will also eliminate the need for leaving pillars. The limbs of the Hinge, Connector, and other zonessuch as the Madrid North (Naartok, Suluk, and Rand) will be mined using narrow vein longhole stoping methods with sub-levels placed at 20 m vertical intervals (effective 16 m longhole stopes) to minimize drill hole deviation. The Madrid South(Patch 14 and Wolverine) zones will be mined using Drift and Fill in smaller sections of the zone thereby permitting use ofthis conventional method in order to optimize extraction and minimize dilution. The Naartok zone is wide in areas andtherefore Transverse Longhole mining was considered in the earlier PEA Report however, there are sufficient breaks acrossthe zone to permit using Longitudinal Longhole stopes to optimize extraction and reduce dilution.

To optimize extraction of the Mineral Reserves, backfill consisting of cemented rock fill will be used.Unconsolidated backfill will also be used where possible and frozen fill will also be tested for effectiveness. The mining plandoes not incorporate permanent pillars in ore, however, if required for ground support, lower grade areas will be considered.Detailed definition diamond drilling prior to stope development will permit determination of such potential areas.

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Life of Mine

Production over the 20-year LOM period averages 2,000 tonnes/day from two mine operations. Four mines,including those at Doris (Doris North and the Doris Connector zone), Madrid North (the Naartok, Suluk, and Rand zones),Madrid South (the Patch 14 and Wolverine zones) and Boston make up the known sources of ore that will be producedduring the LOM. Of the 14.3 million tonnes of ore produced during the LOM, the distribution by mine will include Doris at17%, Madrid North at 55%, Madrid South at 5% and Boston at 23%.

The extraction sequence will follow the LOM mine plan with production coming from Doris first followed byMadrid North and Madrid South as the all-weather road is being constructed to access the Boston site. Boston is anticipatedto then come into production in 2022 and continue until 2033. Similarly, Madrid North’s Naartok zone (the largest) isanticipated to commence production in 2021 and continue until 2035. During the LOM, exploration diamond drilling willcarry on hence there is a reasonable expectation that one or several of the mines will see some additional production as thesezones are for the most part open to depth and on strike.

Mineral Processing and Metallurgical Testing

Metallurgical testing has been carried out by Gekko on Doris, Doris North, and the Naartok zone. The results showthat recoveries of 94% and 90% can be achieved using the flowsheet proposed by Gekko. Metallurgical recoveries for Bostonand the Patch and Suluk zones were estimated by previous Hope Bay Project operators and used in the Hope Bay TechnicalReport at 95%, 93%, and 84%, respectively. Metallurgical recoveries for Wolverine and Rand were assumed by the HopeBay Technical Report to be 93% and 90%, respectively, by comparing the geological characteristics of these deposits withthose of the others.

The flowsheet utilizes two Gekko Python plants, each having a nominal 1,000 tonnes/day capacity. The two Pythonsare fed by a jaw crusher circuit. The Python plant consists of secondary crushing, grinding, gravity gold recovery, andflotation. The flotation concentrate and gravity gold recovered will go to the CTP for further processing. The CTP consists ofregrind, cyanidation, resin gold recovery, doré gold bar production, and tailings treatment for the flotation concentrateresidue. The tailings treatment will consist of detoxification and filtering to form a filtercake that will be placed underground.The flotation tails will be pumped to the TIA.

Gold recovery for the LOM is expected to average 91.1%.

Permitting

See “General Development and Business of the Company – Project Permitting”.

Environmental Conditions

General

A comprehensive baseline study was conducted in 2010 and 2011. This study was intended to fill in any gaps inregulatory permitting necessary to capture the scope of the Hope Bay Project, as defined by the Hope Bay Technical Report.Supplemental field work was undertaken in 2014 to fill final gaps and it is the view of ERM that most of the environmentalbaseline information is available to support all components of the application to amend the existing Doris North ProjectCertificate and Doris North Water Licence and the DEIS for the Hope Bay Project. The following components have beenincluded in the studies: meteorology; air quality; noise; hydrology; bathymetry; freshwater water quality; sediment quality;aquatic biology, freshwater fish and fish habitat; marine water quality, sediment quality; aquatic biology, marine fish and fishhabitat; wildlife, including caribou, muskox, wolves, Arctic fox, wolverine, grizzly bear, upland breeding birds, waterfowl,raptors, seabirds, carnivore dens, small mammals, and marine mammals, ecosystem mapping, vegetation, and soils; rareplants; archaeology; public consultation; traditional knowledge; socio-economic; and land use. Some geotechnical andengineering information will need to be developed as part of the DEIS and subsequent water licensing.

The type of mining and infrastructure activities and structures that will be associated with the Hope Bay Project willbe similar to those considered in the environmental assessment for Doris North, for which approvals are in place. Acceptablemitigation measures and controls have been established for Doris North and some have been implemented during periods ofconstruction or care and maintenance. Expansion beyond Doris North to include other mineralized areas of Doris, Madrid,and Boston will include many of the same activities that have already been assessed and approved. Environmental

44

management measures are already in place for Doris North, including environmental/social management plans and detailedmonitoring programs and will serve as the basis for the future mining areas (Madrid and Boston).

It is expected that, in general, potential environmental impacts and risks associated with changes to the existingpermits and the introduction of new mining areas and footprints will require similar mitigation and management measures tothose already identified and incorporated for Doris North. These existing measures identified for Doris North will beexpanded to encompass the full scope of the Hope Bay Project as contemplated by the Hope Bay Technical Report. Futurepermitting efforts will be used to inform the development of project design, management plans and controls that are specificto the mining areas and associated activities. Interception of groundwater inflows when mining in talik zones (unfrozenground) found underneath lakes and when mining below permafrost (approximately 450 m) is one of additional risk factorsassociated with mine expansion that was not relevant to Doris North as currently approved. Further study is required by theCompany and its consultants to establish plans to effectively manage potential environmental impacts associated with mineexpansion, including those associated with the management of groundwater, surface water and waste.

Tailings Impoundment Area

Tailings Management Concept

Doris North tailings requirements are 2.5 Mt. These tailings will be deposited sub-aerially between the South Damand an Interim Dike approximately 1,600 m north within the TIA. The remainder of the TIA, between the Interim Dike andthe North Dam will not contain any tailings but will act as a recycle pond. The North Dam remains unchanged from itscurrently constructed configuration with a crest elevation of 37.5 masl. The South Dam will be constructed with a crestelevation of 38.0 masl, and the Interim Dike will be constructed with a crest elevation of 32.5 masl. For the duration of Phase1, the North Dam must function as a water retaining dam. In the long term, the South Dam and the Interim Dike are not waterretaining structures as tailings beaches are developed upstream of them with the pond removed.

Phase 2 will require expansion of the TIA to accommodate an additional 11.5 Mt of tailings from the Madrid andBoston sites. To accommodate this, the South Dam will be raised by 1.0 m to a crest elevation of 39.0 masl while the NorthDam will remain unchanged. Tailings will be deposited over the Interim Dike, completely covering it and also a tailingsbeach is deposited in front of the North Dam, such that it no longer has to function as a water retaining dam.

The northernmost point of the TIA (i.e., the North Dam) is located about five kilometres due east of the Doris site,accessible via an all-weather road that has been constructed. The north-south trending TIA (between North and South Dams)contains about 2.8 M cubic meters of water based on the normal water level of 28.3 masl and is about 4.5 km long. The lakeis shallow, generally less than three meters deep; however, the large central part is up to six metres deep.

The South Dam and the Interim Dike must be constructed in the winter of 2016/2017. A five kilometre long all-weather access road must be constructed between the North and South Dams to allow access to the South Dam and to providea platform from where tailings deposition can be staged. To accommodate tailings deposition for Phase 2 tailings deposition,a three kilometre long tailings access road needs to be constructed along the western shore of the TIA.

North Dam

The North Dam, which was completed in April 2012, is a 250 m long, 12 m high frozen core dam. The dam crest is10 m wide and the upstream and downstream slopes are 6H:1V and 4H:1V respectively. The dam full supply level is 33.5masl, and the dam crest is 37.5 masl. The total freeboard of four metres is to ensure thermal protection as well as hydrauliccontainment.

The dam is founded on thick, ice rich marine silt and clay (about 20 m thick), cold (-8oCelsius) saline permafrost. Atwo metre to three metre deep key trench ensures that the saturated crushed rock frozen core is completely bonded with thepermafrost. Twelve horizontal passive thermosyphons in the key trench ensures that the foundation of the dam will remainfrozen throughout its operational life. The dam shell constructed from run-of-mine quarry rock is separated from the core bya transition layer of graded rock. All dam construction material is geochemically benign rock from locally developedquarries. As a final line of defense against possible seepage, in the event of thaw, an upstream geosynthetic clay liner is builtinto the design.

A comprehensive set of instrumentation installed during dam construction is used to continuously monitor the damand foundation performance. This includes survey monuments, deformation sensors, and ground temperature cables.

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South Dam

The South Dam will have a crest elevation of 38.0 masl, with a one metre freeboard from where the tailings beachwill start. The crest width will be 10 m wide, with a 2H:1 downstream slope and a 4H:1V upstream slope. The dam will havea four metre deep key trench with a four metre base width 1H:1V upstream and 2H:1V downstream slopes. The bulk of thestructure, including the key trench, will be constructed using compacted run-of-quarry rock. As a contingency againstseepage during the early stages prior to tailings beach development, a geosynthetic clay liner will be incorporated along thebase and upstream face of the key trench. This liner will extend along the interior of the dam structure along an internal3H:1V face. The geosynthetic clay liner will be placed between two transition zones of crushed rock.

Spillway

A permanent spillway has been designed adjacent to the North Dam. This spillway will only be constructed shouldthe water level in the TIA rise faster than anticipated. Based on the normal operating conditions, it is anticipated that thisspillway will not be required. The spillway has been designed to carry the Probable Maximum Flood, and will be a rip raplined channel cut into the permafrost overburden soil immediately north of the North Dam.

Water Management

Prior to start of tailings deposition, the water level in the TIA will be lowered as much as possible. Permission forapproval of discharge from the TIA directly into adjacent Doris Lake as a one-time exception may be requested.

During operations, active closure and possibly some post-closure period, all site surface contact that does not meetdischarge criteria will be redirected to the TIA. This includes trucking non-compliant contact water from Madrid and Bostonto the TIA. A reclaim barge in the TIA will recirculate water back to the mill. Water that meets appropriate discharge criteriawill be discharged to an engineered outfall in Roberts Bay. Since the TIA is located in a small isolated headwaters catchment,there will be no diversion of non-contact water.

Mine water from Doris will be pumped directly to Roberts Bay. Mine water from Madrid and Boston will be truckedto Roberts Bay and then discharged with the Doris mine water.

A comprehensive water and load balance has been developed for Phase 1 of the Hope Bay Project. This water andload balance has to be expanded for the remaining life of the Hope Bay Project as the project engineering advances. Otherthan possibly for Total Suspended Solids, it is currently assumed that no further water treatment prior to discharge will berequired. The Doris Permit Amendments will confirm this assumption.

Disposal of contact water from Boston and Madrid via trucking is a risk. Further work is required to bettercharacterize the magnitude and composition of those flows and more rigorous evaluation of alternate options for watermanagement is required as the project advances.

Waste Rock Management

Waste rock will be used as mine backfill to the maximum extent possible, and all waste rock generated over theHope Bay Project life will eventually be used for backfill underground. Additionally, some makeup material from quarrieswill be required. Temporary waste rock piles will be constructed as conventional bottom-up benched piles with overall finalcompound slopes of 2H:1V to 3H:1V. Downstream of all piles, lined pollution control ponds will be constructed to ensureenvironmental containment of potential contaminated contact water. As appropriate, upstream surface water diversionstructures will be constructed to minimize contact water.

Geotechnical, thermal and/or hydrogeological characterization has not been carried out at the proposed Madrid andBoston temporary waste rock pile sites. The designs presented are based on engineering judgement considering SRK’sgeneral understanding of site conditions.

Geotechnical testing of waste rock physical properties have not been carried out. Slope designs are based onassumed properties and engineering judgement.

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Capital and Operating Cost Estimates

The Hope Bay Project estimated capital costs are shown in the table below.

Capital Costs

DescriptionTotal($000s)

DirectsMine Equipment Purchase 91,918Mine Development 185,652Surface Equipment Purchase 23,758Process Equipment 82,693Infrastructure 125,963Sub-Total Directs 509,985IndirectsEPCM 9,396Freight & Logistics 4,911Owner’s Cost During Construction 6,382First Fills & Insurance 1,728Capital Spares 413Sub-Total Indirects 22,830Capitalized Pre-ProductionOperating Costs 39,073Sub-Total Directs and Indirects 571,888Contingency (on pre-production only) – 15% 26,824Total Pre-production Capital 205,650Sustaining 393,062Total Pre Production and Sustaining Capital 598,712Closure Costs 42,667Total Capital Cost 641,378

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Pre-Production Capital Costs

The estimated pre-production capital costs occur in the initial two years and are shown in the table below. It isplanned that construction and development will take place in 2015 and 2016. Plant commissioning will commence inDecember 2016. It is planned that in 2017 there will be a full year of production at an average 1,000 tonnes/day processed.

Pre-Production Capital Costs

Description2015($000s)

2016($000s)

Total Pre-production($000s)

DirectsMine Equipment Purchase 12,979 5,227 18,206Mine Development 836 2,453 3,289Surface Equipment Purchase 3,976 410 4,386Process Equipment 48,329 29,404 77,733Infrastructure 2,750 13,151 15,901Sub-Total Directs 68,869 50,645 119,515IndirectsEPCM 7,818 1,115 8,933Freight & Logistics 1,564 2,384 3,948Owner’s Cost During Construction 1,495 4,886 6,382First Fills & Insurance 342 245 587Capital Spares 242 147 389Sub-Total Indirects 11,461 8,777 20,239Capitalized Pre-Production Operating Costs 8,677 30,396 39,073Sub-Total Directs and Indirects 89,008 89,818 178,826Contingency – 15% 13,351 13,473 26,824Total Pre-Production Capital 102,359 103,291 205,650

Note: Totals may not sum due to rounding.

The capital cost estimate has been based on the following key milestone dates, derived from the TMAC projectexecution plan and Gekko project schedules, which are constrained by the annual sealift windows.

Key Milestone DatesTask Name Start FinishPFS Complete April 1, 2015Hope Bay Technical Report Complete May 30, 2015Logistics Windows

2015 Airlift March 1, 2015 March 31, 20152015 Sealift August 1, 2015 September 30, 20152016 Sealift August 1, 2016 September 30, 20162017 Sealift August 1, 2017 September 30, 20172018 Sealift August 1, 2018 September 30, 2018

Process Plant: Building complete June 30, 2016Process Plant Stage 1: Python #1 & CTP

Process Plant Stage 1: Design, Engineer & Fabricate Complete March 14, 2016Process Plant Stage 1: Ship June 20, 2016Process Plant Stage 1: Python #1 & CTP Installation Start September 1, 2016Process Plant Stage 1: Python #1 & CTP Commissioning Complete February 1, 2017

Process Plant Stage 2 : Python #2Process Plant Stage 2: Procurement & Manufacturing Start October 3, 2016Process Plant Stage 2: Ship June 19, 2017Process Plant Stage 2: Site Installation & Commissioning Complete November 30, 2017

MiningDoris: Mining Capital Development Start July 1, 2015Madrid South: Mining Capital Development Start January 1, 2019Madrid North: Mining Capital Development Start January 1, 2020Boston: Mining Capital Development Start January 3, 2022

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Operating Costs

The LOM estimated operating costs are presented in the tables below.

Operating Costs by Area

DescriptionLOM Total($000s)

Unit Cost$/t Milled

Mine 1,273,267 89.04Process 480,448 33.60Surface 142,198 9.94G&A 501,994 35.10Total 2,397,907 167.68

Operating Costs by Function

DescriptionLOM Total($000s)

Unit Cost$/t Milled

Labour 1,028,905 71.95Consumables 245,794 17.19Backfill Binder and Quarry 44,258 3.09Equipment Maintenance 209,413 14.64Fuel (non-power) 164,430 11.50Power 292,548 20.46Freight 70,290 4.92Assaying 6,407 0.45Miscellaneous 50,204 3.51Camp Costs 168,907 11.81Flights and Logistics 65,951 4.61Imposts 50,800 3.55Total 2,397,907 167.68

Economic Analysis

The following table presents certain economic highlights of the Hope Bay Technical Report.

Gold Price (US$/oz) $1,250

Exchange Rate $/US$ 1.1765

Mine Life 20 years

Mill Capacity (tpd) 2,000

Tonnes Ore Mined 14.3 million

Average LOM Grade 7.6 g/t Au

Average Grade – First 5 Years 9.4 g/t Au

Average LOM Recovery 91%

Total Recovered oz Au 3.2 million

Average Annual Gold Production 160,000 oz

Average Annual Gold Production – First 5 Years 183,000 oz

Peak Annual Gold Production 218,000 oz

All-in Sustaining Costs per oz Au (US$) $785

All-in Sustaining Costs per oz Au (US$) – First 5 Years $757

Pre-production Capital ($ million) $206

Pre-production Capital per oz Au ($) $64

Sustaining Capital (including closure costs) ($ million) $436

Sustaining Capital per oz Au (including closure costs) ($) $136

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Gross Revenue ($ billion) $4.7

Total Operating Cash Flow ($ billion) $2.2

Pre Tax Net Present Value at 5% discount ($ million) $848

Pre Tax Internal Rate of Return 44%

Post Tax Net Present Value at 5% discount ($ million) $626

Post Tax Internal Rate of Return 40%

Post Tax Payback Period 1.7 years

Royalties included in the economic analysis total 2% of net smelter return (1% payable to each of Newmont and theKIA). The total amount of these royalties is approximately $93 million over the Hope Bay Project LOM. Mineral taxesinclude approximately $425 million over the Hope Bay Project LOM for federal and provincial taxes, non-production basedfederal taxes and the 12% net profit royalty payable to NTI.

Risks to the Hope Bay Project can be identified in both economic and non-economic terms. Key economic riskshave been examined by running cash flow sensitivities to the gold price, exchange rate, head grade, recovery, operating costs,pre-production capital costs, and diesel price. Net present value sensitivity over the base case was calculated for -20% to+20% variations. The sensitivities are shown in the following table.

Parameter Variables Units -20% -10% Base +10% +20%Head Grade g/t 6.1 6.9 7.6 8.4 9.2Process Recovery % 87 89 91 93 95Gold Price (US$/oz) 1,000 1,125 1,250 1,375 1,500Exchange Rate C$/US$ 1.4706 1.2987 1.1765 1.0638 0.9804Operating Cost C$/t 134 151 168 184 201Capital Cost ($ million) 513 577 641 706 770Diesel Price C$/L 0.78 0.88 0.98 1.08 1.18

Pre-Tax Net PresentValue5% Units -20% -10% Base +10% +20%Head Grade ($ million) 315 581 848 1,114 1,380Process Recovery ($ million) 741 794 848 901 954Gold Price ($ million) 313 580 848 1,115 1,383Exchange Rate ($ million) 1,463 1,121 848 624 437Operating Cost ($ million) 1,116 982 848 713 579Capital Cost ($ million) 942 895 848 800 753Diesel Price ($ million) 897 873 848 823 798

Exploration and Development Plans

See “General Development and Business of the Company – Stage of Development”.

DEBT FACILITY AND INTERIM FACILITY

On May 19, 2015, the Company entered into a non-binding term sheet (the “Debt Facility Term Sheet”) withSprott Resource Lending Partnership, as agent (the “Administrative Agent”) and co-lead lender, and Morgan StanleyCapital Group Inc., as co-lead lender (together, along with any other persons that become lenders under the Debt Facility, the“Lenders”) for a proposed senior secured term loan facility (the “Debt Facility”) in the aggregate principal amount of up toUS$120 million, to partially fund the development of the Hope Bay Project and for corporate general and administrativeexpenses. The Debt Facility Term Sheet is generally non-binding and therefore the terms and conditions and completion of

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the Debt Facility remain subject to the negotiation, execution and delivery of definitive documentation, including a creditagreement. The Debt Facility Term Sheet contemplates that the Debt Facility will:

(i) have a term of approximately three years and six months, ending in December 2018, with monthly payments equalto 1/22 of the total Debt Facility outstanding as at June 30, 2017, beginning on July 31, 2017 and ending onNovember 30, 2018 and with a final payment equal to the remaining amount owing under the Debt Facility onDecember 31, 2018;

(ii) bear interest at 8.75% per annum, compounded and payable quarterly, with the Company having the option to payinterest in cash or by way of an increase in the principal amount of the Debt Facility until June 30, 2017;

(iii) be secured by first ranking security over all of the Company’s present and subsequently acquired property (includingthe Hope Bay Project), subject to certain limited exceptions;

(iv) be subject to a fee of 1% of the then outstanding principal amount under the Debt Facility, payable to the Lenders oneach of the first and second anniversaries of the last advance under the Debt Facility; and

(v) be subject to a bonus payment, payable to the Lenders, comprised of 1,900,000 Common Share purchase warrantsand 12,000 call options based on the price of gold, each call option being for a volume of one troy ounce. SuchCommon Share purchase warrants will have an exercise price per Common Share of $7.50 and a term of five years,subject to acceleration in the event that the trading price per Common Share is higher than $15.00 for 20 consecutivetrading days at any time after the first year of completion of the Debt Facility. Such gold call options are expected tohave a term of five years and a strike price based on the afternoon London Bullion Market Association gold priceplus US$50 per troy ounce, rounded to the nearest US$10 per troy ounce, determined on the business day prior tothe Debt Facility closing date, with the Company having the option to satisfy its obligations in respect of any goldcall options exercised prior to June 30, 2017 in cash or by way of an increase in the principal amount of the DebtFacility.

In consideration for structuring the Debt Facility, the Company paid to the Administrative Agent and MorganStanley Capital Group Inc. a structuring fee of US$200,000 concurrently with the execution and delivery of the Debt FacilityTerm Sheet. In consideration for the arrangement and syndication of the Debt Facility, the Company is obligated to pay to theAdministrative Agent an arrangement fee of US$1 million on the earlier of the closing of the Debt Facility and the date, ifany, prior to October 1, 2015 on which the Company enters into a term sheet, credit agreement or the like for financings otherthan the Debt Facility in excess of US$30 million, in aggregate. In addition, the Company’s legal and due diligence costs inconnection with completing the Debt Facility (including the Lenders’ costs to be paid by the Company) are estimated to be$0.6 million.

Completion of the Debt Facility is subject to, among other things, execution of definitive documentation for theDebt Facility, obtaining any requisite regulatory approvals, satisfactory completion of due diligence by the Lenders andcompletion of the Offering to raise at least $90 million.

The Debt Facility Term Sheet contemplates an unlimited number of advances thereunder until June 30, 2016,provided that (i) an advance must be in a minimum amount of US$20 million, (ii) certain conditions precedent must besatisfied before the first US$50 million in advances will be made (the “Initial Advances”), and (iii) certain separateconditions precedent must be satisfied before advances after the Initial Advances will be made (the “SubsequentAdvances”). The conditions precedent for the Initial Advances include the satisfaction of certain conditions related to theintended use of the proceeds and the status as to development of the Hope Bay Project on schedule and on budget and that nomaterial adverse change has occurred with respect to the Company. The conditions precedent for the Subsequent Advancesare similar to those for the Initial Advances, provided that those for the Subsequent Advances also include, among others, acondition that the Company must have received the Doris Permit Amendments, provided that if this condition cannot be metby June 30, 2016, the Company may extend the expiry date for availability of advances to August 30, 2016. See “GeneralDevelopment and Business of the Company – Project Permitting” for further details as to the Doris Permit Amendments.

The Debt Facility Term Sheet permits the Administrative Agent to syndicate the Debt Facility to other lenders withthe mutual consent of the Company and the Administrative Agent. As of the date hereof, the Company expects CEF (CapitalMarkets) Limited to be a Lender under the Debt Facility.

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It is expected that definitive documentation for the Debt Facility will be entered into contemporaneously with thecompletion of the Offering, with the first advance thereunder to occur shortly thereafter, subject to the Company fulfilling theconditions precedent for such advance.

In addition to the Debt Facility, the Company may, prior to the completion of the Offering and the Debt Facility,obtain interim financing by way of a short-term loan facility (the “Interim Facility”) from one or more lenders, which mayor may not be secured against the property of the Company, at market interest rates for similar debt facilities, in an aggregateprincipal amount expected to be between $20 and $30 million, to assist the Company with funding requirements for its near-term planned activities. To the extent that an Interim Facility is obtained by the Company, it is expected that upon completionof the Offering proceeds from the Offering would be used to satisfy the outstanding obligations under such Interim Facilityand that such repayment is required prior to any Initial Advance under the Debt Facility. The Company does not expect theobtaining of any Interim Facility to trigger the arrangement fee of US$1 million under the Debt Facility. If an Interim Facilityis obtained, the Company does not currently expect any source of funds to repay such facility other than the Offering. See“Risk Factors – Risks Related to the Company and to Mineral Exploration and Development – The Debt Facility and anyInterim Facility may present certain risks to the Company”.

USE OF PROCEEDS

Prior to giving effect to the exercise of the Over-Allotment Option, and after deducting the Underwriters’ Fee(assuming that, of the $135 million of gross proceeds, the full Underwriters’ Fee of 6% is paid on $68 million and thereduced Underwriters’ Fee of 2% is paid on $67 million) and the estimated expenses of the Offering of $1 million, theCompany’s estimated net proceeds from the Offering will be $129 million. In addition, the Company had $68 million of cashand cash equivalents available immediately after the closing of the Third Equity Financing, which, together with theestimated net proceeds from the Offering and estimated net proceeds from the Debt Facility (assuming it is completed andfully drawn), will be approximately $347 million (the “Available Funds”).

The Company intends to use the Available Funds to advance the Hope Bay Project, as detailed under “Hope BayProject”, which includes using the Available Funds as indicated in the following table: (1)

Principal Purpose

EstimatedAmount to beExpended(2)($ million)





Collateral for letters of credit 26Corporate, exploration, permitting and general expenditure related to the HopeBay Project 58Sub-Total: 290General corporate purposes(3) 57Total: 347

Notes:(1) To the extent that an Interim Facility is obtained, the proceeds from the Interim Facility would be used for the purposes outlined in the foregoing

table and proceeds from the Offering would be used to repay the outstanding obligations under the Interim Facility. See “Debt Facility andInterim Facility”.

(2) $13 million of the $290 million in proposed expenditures had been incurred by March 31, 2015.(3) Assuming that the Over-Allotment Option is exercised in full, the Company would receive additional net proceeds of approximately $19 million,

after deducting the Underwriters’ Fee (assuming that the full Underwriters’ Fee of 6% is paid on the gross proceeds obtained from the exercise ofthe Over-Allotment Option). The Company anticipates that these additional proceeds will be allocated for general corporate purposes.

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From its inception to the date of this prospectus, the Company has had negative cash flow and anticipatesexperiencing negative cash flow during the current financial year. The Company intends to fund its negative cash flow fromthe proceeds of the Offering, the Debt Facility and existing working capital as at the date of this prospectus. The Companyanticipates that the proceeds of the Offering, together with the Debt Facility and its existing working capital, will besufficient to fund its development and exploration programs and to meet its administrative and operating costs through to thecommencement of commercial production at Doris.

Unutilized proceeds of the Offering will be invested by the Company in an interest bearing account with a majorCanadian bank.

While the Company intends to spend the available funds as stated above, there may be circumstances where, forsound business reasons, funds may be re-allocated at the discretion of the Board or management. See “Risk Factors – RisksRelated to the Company and to Mineral Exploration and Development – The Company may not use the proceeds asdescribed in this prospectus”.

It is not a condition to Closing that TMAC has executed definitive documentation for the Debt Facility and at thedate of this prospectus such documentation has not been entered into. Assuming that the Debt Facility is not completed, theavailable funds, being the $68 million of cash and cash equivalents available immediately after the closing of the ThirdEquity Financing and the estimated net proceeds from the Offering, will be approximately $197 million in the aggregate. Asindicated in the following table, these funds are expected to be sufficient to continue to advance the Hope Bay Project as perthe Hope Bay Technical Report timelines for at least the rest of the 2015 calendar year, providing time to arrange analternative debt facility or financing transaction to advance the Hope Bay Project to production: (1)

Principal Purpose

EstimatedAmount to beExpended(2)($ million)





Collateral for letters of credit 19Corporate, exploration, permitting and general expenditure related to the HopeBay Project 45Sub-Total: 166General corporate purposes(3) 31Total: 197

Notes:(1) To the extent that an Interim Facility is obtained, the proceeds from the Interim Facility would be used for the purposes outlined in the

foregoing table and proceeds from the Offering would be used to repay the outstanding obligations under the Interim Facility.(2) $13 million of the $197 million in proposed expenditures had been incurred by March 31, 2015.(3) Assuming that the Over-Allotment Option is exercised in full, the Company would receive additional net proceeds of approximately $19 million,

after deducting the Underwriters’ Fee (assuming that the full Underwriters’ Fee of 6% is paid on the gross proceeds obtained from the exercise ofthe Over-Allotment Option). The Company anticipates that these additional proceeds will be allocated for general corporate purposes.

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Failure to complete the Debt Facility or to obtain replacement financing by early in 2016 would result in furtherdevelopment of the Hope Bay Project being halted, which would result in initial production at Doris and revenue to theCompany being delayed. See “Risk Factors – Risks Related to the Company and to Mineral Exploration and Development –The Debt Facility is not yet committed and a failure to obtain the Debt Facility would have adverse effects on the Companyand its plans”.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Company has agreed to issue and sell, and the Underwriters haveseverally (and not jointly or jointly and severally) agreed to purchase, as principals, an aggregate of 22,500,000 CommonShares at the Offering Price for aggregate gross proceeds of $135,000,000, payable in cash to the Company against deliveryof the Common Shares, subject to the terms and conditions contained in the Underwriting Agreement. The Offering Price hasbeen determined by arm’s length negotiation between the Company and the Underwriters based on several factors, such asprevailing market conditions; the capital structure of the Company; estimates of the Company’s business potential andearnings prospects; an overall assessment of the Company’s management; and the consideration of these factors in relation tomarket valuation of companies in related businesses, and may bear no relationship to the price that will prevail in the publicmarket.

In consideration for their services in connection with the Offering, the Underwriting Agreement provides that theCompany will pay the Underwriters’ Fee to the Underwriters, which is equal to 6% of the gross proceeds of the Offering(including in respect of any exercise of the Over-Allotment Option), subject to reduction to 2% of the gross proceeds fromsubscriptions by RCF and Newmont (including in respect of any exercise of the Over-Allotment Option).

The Underwriters propose to offer the Common Shares initially at the Offering Price stated on the cover page of thisprospectus. After the Underwriters have made a reasonable effort to sell all of the Common Shares offered by this prospectusat that price, the initially stated Offering Price may be decreased, and further changed from time to time, by the Underwritersto an amount not greater than the initially stated Offering Price and, in such case, the compensation realized by theUnderwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Common Shares is lessthan the gross proceeds paid by the Underwriters to the Company. Such reduced price sales will not affect the net proceeds tobe received by the Company under the Offering.

The Company has granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part, at thesole discretion of the Underwriters, at any time and from time to time, for a period of 30 days from and including the ClosingDate, to purchase from the Company at the Offering Price up to that number of Common Shares that is equal to 15% of theaggregate number of Common Shares purchased under the Offering to cover over-allotments, if any, and consequentialmarket stabilization. If the Underwriters exercise the Over-Allotment Option in full, the gross proceeds raised under theOffering will be $155,250,000, the Underwriters’ Fee will be $6,635,000 (assuming that, of the $155,250,000 of grossproceeds, the full Underwriters’ Fee of 6% is paid on $88,250,000 and the reduced Underwriters’ Fee of 2% is paid on$67,000,000), and the net proceeds to the Company will be $148,615,000. This prospectus also qualifies the distribution ofthe Over-Allotment Option and the Over-Allotment Shares. A purchaser who acquires securities forming part of theUnderwriters’ over-allocation position acquires those securities under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or through secondary marketpurchases.

RCF and Newmont currently hold 38.7% and 37.0% of the issued and outstanding Common Shares, on a non-diluted basis, respectively. RCF and Newmont have committed to purchase $45 million and $22 million of Common Shares,respectively, if the Offering proceeds in the manner contemplated in this prospectus, such that following completion of theOffering and prior to giving effect to the exercise of the Over-Allotment Option, RCF and Newmont would hold 37.1% and30.7% of the issued and outstanding Common Shares, on a non-diluted basis, respectively.

The Common Shares are being offered for sale to the public in all of the provinces and territories of Canada(excluding Québec) by way of this prospectus and in the United States and internationally by way of private placementpursuant to private placement or available exemptions.

There is currently no market through which the Common Shares may be sold, and purchasers may not be able toresell Common Shares purchased under this prospectus. This may affect the pricing of the Common Shares in the secondary

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market, the transparency and availability of trading prices, the liquidity of the Common Shares, and the extent of issuerregulation.

The TSX has conditionally approved the listing of the Common Shares and the Common Shares that may be soldpursuant to the exercise of the Over-Allotment Option under the symbol “TMR”, subject to the Company fulfilling all of thelisting requirements of the TSX on or before September 24, 2015, including the distribution of the Common Shares to aminimum number of public holders.

The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint andseveral), and are subject to certain closing conditions and may be terminated at their discretion at any time before Closing onthe basis of their assessment of the state of the financial markets and upon the occurrence of certain stated events. TheUnderwriters are, however, severally obligated to take up and pay for all of the Common Shares if any Common Shares arepurchased under the Underwriting Agreement. The Company has agreed in the Underwriting Agreement to indemnify eachof the Underwriters and their affiliates and their respective directors, officers, partners, employees and agents against certainliabilities and expenses or to contribute to payments that the Underwriters may be required to make in respect thereof.

Subscriptions for the Common Shares to be sold pursuant to the Offering will be received subject to rejection orallotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expectedthat the Closing will take place on or about July 7, 2015, or such later date as the Company and the Underwriters may agree,but in any event, on or before a date that is not later than 42 days after the date of the receipt for this prospectus.

It is anticipated that the Company will arrange for one or more instant deposits of the Common Shares issued underthe Offering to or for the account of the Underwriters with CDS or its nominee through the non-certificated inventory systemadministered by CDS on the Closing Date. A purchaser of Common Shares will receive only a customer confirmation from aregistered dealer that is a CDS participant and from or through which the Common Shares are purchased.

The Common Shares have not been and will not be registered under the U.S. Securities Act or any state securitieslaws, and may not be offered or sold within the United States except in transactions exempt from the registrationrequirements of the U.S. Securities Act and all applicable state securities laws. The Underwriters have agreed that they willnot offer or sell the Common Shares within the United States except pursuant to an exemption from the registrationrequirements of the U.S. Securities Act and pursuant to similar exemptions under applicable state securities laws. Thisprospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any Common Shares in the United States.The Underwriters may also offer and sell Common Shares outside the United States in accordance with Regulation S underthe U.S. Securities Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of the CommonShares within the United States by a dealer (whether or not participating in the Offering) may violate the registrationrequirements of the U.S. Securities Act unless such offer is made pursuant to an exemption from the registration requirementsof the U.S. Securities Act.

Pursuant to the rules and policy statements of certain Canadian securities regulators, the Underwriters may not, atany time during the period of distribution, bid for or purchase the Company’s securities for their own account or for accountsover which they exercise control or direction. The foregoing restrictions are subject to certain exceptions on the condition thatthe bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in or raising the price of theCommon Shares. These exceptions include a bid for or purchase of the Company’s securities: (i) made through the facilitiesof the TSX, in accordance with the Universal Market Integrity Rules of the Investment Industry Regulatory Organization ofCanada relating to market stabilization and passive market making activities; (ii) made for or on behalf of a client, providedthat the client’s order was not solicited during the distribution period; and (iii) to cover a short position entered into prior tothe commencement of the distribution period. Subject to applicable laws and in connection with the Offering, theUnderwriters may engage in market stabilization or market balancing activities on the TSX where the bid for or purchase ofthe Company’s securities is for the purpose of maintaining a fair and orderly market in such securities, subject to pricelimitations applicable to such bids or purchases. Such transactions, if commenced, may be discontinued at any time.

Pursuant to the Underwriting Agreement, the Company will be obligated for a period of 180 days following theClosing Date to not directly or indirectly, without the prior consent of the Underwriters, such consent not to be unreasonablywithheld or delayed, issue, offer or grant any option, warrant or other right to purchase or agree to issue or sell, or otherwiselend, transfer, pledge or dispose of (including, without limitation, by making any short sale, engaging in any hedging,monetization or derivative transaction or entering into any swap or other arrangement that transfers to another, in whole or inpart, any of the economic consequences of ownership of Common Shares or other equity securities of the Company orsecurities convertible into, exchangeable for, or otherwise exercisable into Common Shares or other equity securities of the

55

Company, whether or not cash settled), in a public offering or by way of private placement or otherwise, any equity securitiesof the Company or other securities convertible into, exchangeable for, or otherwise exercisable into Common Shares or otherequity securities of the Company, or agree to do any of the foregoing or publicly announce any intention to do any of theforegoing; provided that, such restrictions will not apply to offers, issuances and grants: (i) made pursuant to a security-basedcompensation plan disclosed in this prospectus (including the Stock Option Plan and the Restricted Share Plan), (ii) as maybe required to satisfy the participation rights held by RCF and Newmont under the RCF 2014 Subscription Agreement andthe Newmont Investor Rights Agreement, respectively (including in respect of the Over-Allotment Option), (iii) as requiredpursuant to the terms of the Debt Facility or pursuant to the terms of any securities issued in connection with the DebtFacility, and (iv) as required pursuant to the right of the Company to issue shares to satisfy payments to Newmont inconnection with the Newmont Letters of Credit. See “General Development and Business of the Company – ProjectAcquisition and Financing” for details in respect of such participation rights and see “Management’s Discussion and Analysis– Related Party Transactions – Transactions with Newmont – Newmont Letters of Credit” for details in respect of theNewmont Letters of Credit.

Additionally, pursuant to the Underwriting Agreement, RCF, Newmont and the Company’s executive officers anddirectors who will own an interest in the Company after the Closing, will be required to enter into undertakings to not,subject to certain exceptions, until the date that is 180 days following the Closing Date, directly or indirectly, without theprior consent of the Underwriters, such consent not to be unreasonably withheld or delayed (i) offer, sell, contract to sell,secure, pledge, grant or sell any option, right or warrant to purchase, or otherwise lend, transfer or dispose of any CommonShares or other securities of the Company beneficially owned or controlled, directly or indirectly, by them as of the datehereof or purchased by them pursuant to the Offering, or (ii) make any short sale, engage in any hedging transaction, or enterinto any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences ofownership of any such Common Shares and securities of the Company, whether any such transaction is to be settled bydelivery of Common Shares, other securities, cash or otherwise.

CIBC World Markets Inc. is a wholly-owned subsidiary of a Canadian chartered bank. CEF Holdings Limited, ajoint venture in which such Canadian chartered bank holds a 50% interest, is expected to be a lender to the Companypursuant to the Debt Facility. Accordingly, the Company may be considered to be a connected issuer of CIBC World MarketsInc. under applicable securities legislation. The decision to complete the Offering and determination of the terms of theOffering were made through negotiations primarily between the Company and BMO Nesbitt Burns Inc. and CIBC WorldMarkets Inc. on their own behalf and on behalf of the other Underwriters. None of the expected lenders under the DebtFacility, including CEF Holdings Limited, had any involvement in such decision or determination, but have been advised ofthe terms of the Offering.

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SELECTED FINANCIAL INFORMATION

The following table sets out the Company’s selected financial information for the periods and as at the datesindicated. This information has been derived from the Company’s audited and unaudited financial statements and relatednotes thereto included elsewhere in this prospectus. The Company’s financial statements are prepared in accordance withIFRS. Investors should read the following information in conjunction with those financial statements and related notesthereto, along with the associated MD&A.

As at and for the three-month period endedMarch 31, 2015

($000s)

As at and for the yearended

December 31, 2014($000s)

General and administrative expenses 1,883 11,393

Other (income) expenses 462 1,274

Deferred income tax expense (recovery) (217) (3,209)

Net loss and comprehensive loss for the period 2,128 9,458

Basic and diluted net loss per Common Share $0.04 $0.25

At end of period:

Cash and cash equivalents 59,108 32,044

Other current assets 12,335 13,982

Non-current assets 630,072 611,157

Current liabilities 4,758 6,841

Non-current liabilities 100,437 99,788

Shareholders’ equity 596,320 550,554

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following management’s discussion and analysis of financial condition and results of operations has beenprepared as at and for the years ended December 31, 2013 and December 31, 2014 and as at and for the three-month periodended March 31, 2015 and should be read in conjunction with the remainder of this prospectus, including sections entitled“Selected Financial Information” and “Risk Factors” in this prospectus and the Company’s audited and unaudited financialstatements and related notes thereto included elsewhere in this prospectus. The Company’s financial statements are preparedin accordance with IFRS. The Company’s fiscal year ends on December 31 and its reporting currency is the Canadian dollar.

This MD&A contains forward-looking information, such as statements regarding the Company’s future plans andobjectives that are subject to various risks and uncertainties, and those set forth in “Statement Regarding Forward-LookingInformation” and “Risk Factors” in this prospectus. The Company cannot assure investors that such information will prove tobe accurate, and actual results and future events could differ materially from those anticipated in such information. Theresults for the periods presented are not necessarily indicative of the results that may be expected for any future periods.Investors are cautioned not to place undue reliance on this forward-looking information.

Overall Performance

The Company is a mineral exploration and development entity, whose activities include the selection, acquisition,exploration, evaluation and development of precious metal resource properties. The Company’s current focus is developingthe Hope Bay Project. The Company’s future performance is largely tied to the development of its property interests andother prospective business opportunities and the overall financial markets. Financial markets for mineral companies arecurrently volatile, reflecting ongoing concerns about the stability of commodity prices. The Company’s financial success willbe dependent upon the extent to which it can achieve milestones in determining the economic viability of the deposits

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comprising the Hope Bay Project or of any new discoveries that it may make. The development of such assets may take yearsto complete and the resulting revenue, if any, is difficult to determine with any certainty.

To date, TMAC has not generated any revenue. The sales value of any minerals mined by the Company will belargely dependent upon factors beyond its control, such as the market value of the commodities produced. There aresignificant uncertainties regarding the prices of precious metals and the availability of equity financing for the purposes ofexploration and development. Global commodity markets remain volatile and uncertain which has contributed to difficultiesin raising equity and borrowing funds. As a result, the Company may have difficulties raising equity financing for thepurposes of exploration and development, particularly without diluting the interests of existing shareholders. These trendsmay limit the ability of TMAC to develop and/or further explore its current mineral exploration properties and any otherproperty interests that may be acquired in the future. For further information, see “Risk Factors – Risks Related to theCompany and to Mineral Exploration and Development – The Company has limited operating history and negative cashflows”.

For the three months ended March 31, 2015, the Company reported a loss of $2,128,000 and, as at March 31, 2015,an accumulated deficit of $14,578,000. As at March 31, 2015, the Company does not have sufficient funds available fromexisting cash on hand to maintain its mineral investments, fund its exploration and evaluation and administration costs and todevelop the Hope Bay Project for production. If the Offering is unsuccessful and based on the Company’s 2015 expendituresand commitments to date, and its forecast minimum expenditures for 2015, the Company expects that it will not havesufficient funds on hand to both meet its expenditure needs and to replace or refinance the Newmont Letters of Credit byDecember 31, 2015. For further information, see “Risk Factors – Risks Related to the Company and to Mineral Explorationand Development – The Company may not be able to obtain the financing needed to achieve commercial production”.

Selected Interim and Annual Information

The following is a summary of the Company’s financial results for the three months ended March 31, 2015, for theyear ended December 31, 2014 and for the period from October 30, 2012, the date of incorporation, to December 31, 2013.

As at and for thethree month period

endedMarch 31, 2015

($000s)

As at and for theyear ended

December 31, 2014($000s)

As at and for the 14month period endedDecember 31, 2013

($000s)Loss for the period 2,128 9,458 3,153Impairment of equipment held for sale - 4,538 -Loss per share – basic and diluted $0.04 $0.25 $0.17At end of period:Cash and cash equivalents 59,108 32,044 17,837Total assets 701,515 657,183 593,284Newmont Loan - - 14,369Deficit 14,578 12,450 3,153

The Company does not currently generate any revenue. Currently, seasonality or commodity market fluctuationshave limited direct impact on the Company’s results of operations.

The net loss for the three months ended March 31, 2015 was $2,128,000. The net loss for the year ended December31, 2014 was $9,458,000, compared to a loss of $3,153,000 in 2013. The net loss for the year ended December 31, 2014included an impairment of $4,538,000 on equipment held for sale relating to the planned sale of the Durban Plant. TheCompany also recognized a deferred tax expense of $126,000 in the year ended December 31, 2014 and $661,000 in thefourteen-month period ended December 31, 2013 resulting from the tax effect of the renunciation of the qualifyingexploration expenditure incurred under the flow-through funding raised in each respective year and a deferred tax recovery of$1,622,000 on the impairment of the equipment held for sale in 2014. The increase in the net loss was due to share-basedpayments for options issued in 2014, an increase in salaries and wages due to an increase in staff from 2013 to 2014 tosupport the planned development of the Hope Bay Project, the payment and accrual of short-term incentive bonuses in 2014and an increase in the interest payments due to Newmont for the Newmont Letters of Credit (see “Management’s Discussand Analysis – Related Party Transactions” and “General Development and Business of the Company – EnvironmentalProtection”).

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Results of Operations

Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014

March 31, 2015($000s)

March 31, 2014($000s)

Change($000s)

ExpensesSalaries and wages 501 380 121Share-based payments 1,079 - 1,079Professional fees and consulting 133 43 90Travel 19 22 (3)Depreciation 4 - 4Investor relations 28 34 (6)Office, regulatory and general 119 46 73Loss before the following 1,883 525 1,358Finance income (120) (38) (82)Finance expense 502 469 33Foreign exchange gain (loss) 1 15 (14)Other 79 - 79Loss before income taxes for the period 2,345 971 1,374Deferred income tax recovery (217) (260) 43Net loss and comprehensive loss for the period 2,128 711 1,417

Salaries and wages for the three months ended March 31, 2015 were $501,000, compared to $380,000 for the threemonths ended March 31, 2014. The $121,000 increase in 2015 over 2014 is due to a combination of an increase in thenumber of personnel as the Company prepares for development of the Hope Bay Project and an accrual for bonuses while thethree months ended March 31, 2014 does not include an accrual for bonuses.

Share-based payments for the three months ended March 31, 2015 were $1,079,000. There were no optionsoutstanding and none were granted during the three-month period ended March 31, 2014. Options vest over a two-year termwith one-third vesting immediately and one third vesting on each of the two subsequent anniversary dates. For furtherinformation, please see “Options to Purchase Securities”.

The remaining expenses represent regulatory compliance costs associated with running the Company, maintainingits Toronto office and marketing the Company to existing and potential investors.

Finance income for the three months ended March 31, 2015 was $120,000, compared to $38,000 for the five-monthperiod ended March 31, 2014. Finance income is earned on excess cash and, as a result of higher average cash balance duringthree months ended March 31, 2015 compared to the three-month period ended March 31, 2014, was higher in 2015.

Finance expense for the three months ended March 31, 2015 of $502,000 includes $373,000 for interest paid toNewmont for the Newmont Letters of Credit and $129,000 for accretion of the provision for environmental rehabilitation.For the three months ended March 31, 2014, the finance expense of $469,000 includes $29,000 for interest paid to Newmontfor the Newmont Letters of Credit, $340,000 for interest accrued on the Newmont Loan and $100,000 for accretion of theprovision for environmental rehabilitation. The increase in the interest paid for the Newmont Letters of Credit resulted fromthe Company and Newmont entering into the most recent amendment to the Transaction Agreement (for further information,see “Management’s Discussion and Analysis – Related Party Transactions – Newmont Letters of Credit”). The NewmontLoan was drawn down in December 2013 and repaid in April 2014 (see “Management’s Discussion and Analysis – RelatedParty Transactions – Newmont Loan”).

Deferred income tax recovery for the three months ended March 31, 2015 of $217,000 includes a net expense of$124,000 for the renunciation of Canadian exploration expenses (“CEE”) to flow-through share investors and a recovery of$341,000 for the loss for the year. For the three months ended March 31, 2014, the deferred tax recovery of $260,000 relatesto the deferred tax adjustment for the loss for the period.

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Twelve Months Ended December 31, 2014 Compared to Fourteen Months Ended December 31, 2013

Year endedDecember 31, 2014

($000s)

14 months endedDecember 31, 2013

($000s)Change($000s)

ExpensesSalaries and wages 3,464 1,220 2,244Share-based payments 1,948 - 1,948Impairment of equipment held for sale 4,538 - 4,538Professional fees and consulting 876 591 285Travel 187 155 32Investor relations 122 33 89Office, regulatory and general 258 130 128Loss before the following 11,393 2,129 9,264Finance income (430) (170) (260)Finance expense 1,688 381 1,307Foreign exchange gain (loss) 16 1 15Business development expenses - 1,176 (1,176)Other - - -Loss before income taxes for the period 12,667 3,517 9,150Deferred income tax recovery (3,209) (364) (2,845)Net loss and comprehensive loss for the period 9,458 3,153 6,305

Salaries and wages for the year ended December 31, 2014 were $3,464,000, compared to $1,220,000 for thefourteen-month period ended December 31, 2013. The $2,224,000 increase in 2014 over 2013 is due to an increase in thenumber of personnel as the Company prepares for development of the Hope Bay Project and the payment and accrual ofshort-term incentive bonuses after completion of the Second Equity Financing.

Share-based payments for the year ended December 31, 2014 were $1,948,000. Options were not granted during thefourteen-month period ended December 31, 2013. Options vest over a two-year term with one-third vesting immediately andone third vesting on each of the two subsequent anniversary dates. Share-based payment expenses are recognized over theperiod the corresponding option vests and are calculated using the Black-Scholes option pricing model. In addition to theshare-based payment expensed, the Company capitalized $725,000 of share-based payments to property, plant andequipment.

Impairment of equipment held for sale relates to the Company’s decision at the end of 2014 to sell the partiallycompleted Durban Plant. The Durban Plant’s current fair value less cost to sell was estimated to be $4,000,000 and animpairment of $4,538,000 was recorded in 2014.

The remaining expenses represent regulatory compliance costs associated with running the Company, maintainingits Toronto office and marketing the Company to existing and potential investors.

Finance income for the year ended December 31, 2014 was $430,000, compared to $170,000 for the fourteen-monthperiod ended December 31, 2013. Finance income is earned on excess cash and increased due to the average cash balanceduring 2014 being higher when compared to 2013.

Finance expense for the year ended December 31, 2014 of $1,688,000 includes $819,000 for interest paid toNewmont for the Newmont Letters of Credit, $436,000 for interest accrued on the Newmont Loan and $433,000 for accretionof the provision for environmental rehabilitation. For the fourteen-month period ended December 31, 2013, the financeexpense of $381,000 includes $32,000 for interest paid to Newmont for the Newmont Letters of Credit, $48,000 for interestaccrued on the Newmont Loan and $301,000 for accretion of the provision for environmental rehabilitation. The increase inthe interest paid for the Newmont Letters of Credit resulted from the Company and Newmont entering into the most recentamendment to the Transaction Agreement on December 5, 2014. The Newmont Loan was drawn down in December 2013and repaid in April 2014.

Business development expenses of $1,176,000 for the fourteen-month period ended December 31, 2013 wereincurred in connection with the Hope Bay Acquisition.

Deferred income tax recovery for the year ended December 31, 2014 of $3,209,000 includes a net expense of$126,000 for the renunciation of CEE to flow-through share investors, a recovery of $1,713,000 for the loss for the year and arecovery of $1,622,000 for impairment of equipment held for sale. For the fourteen-month period ended December 31, 2013,

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the net deferred tax recovery of $364,000 includes an expense of $661,000 for the renunciation of CEE for flow-throughshares and a recovery of $1,025,000 for the loss for the period.

Project Review

In 2014, the Company continued with the development of the Hope Bay Project, including the upgrading ofinfrastructure at the Hope Bay Project site, commissioning of the power plant, and delivery of certain equipment to the HopeBay Project site. In early 2015, the design of the Gekko Plant and building was completed, and progression into fabricationfollowed (see “General Development and Business of the Company – Production – Process Plant and SupportingInfrastructure and Inputs” and “General Development and Business of the Company – Site Activities and Preparation forDevelopment” for further details on infrastructure and site developments).

Key development milestones for the Hope Bay Project are described in “General Development and Business of theCompany – General – Stage of Development”. Commissioning of the plant is scheduled to begin in December 2016 withproduction of doré from the gravity gold circuit by the end of that month. The Gekko Plant will progress to 1,000 tonnes/dayon average throughput in January 2017 and thereafter ramp up to 2,000 tonnes/day nominal capacity. By the timecommissioning begins, approximately 65,000 tonnes of high-grade, Doris ore will be stockpiled at site. Pre-productioncapital expenditures associated with this work plan are estimated in the Hope Bay Technical Report at $206 million.Additional milestones once production at Doris has commenced include production at Madrid and Boston (see “GeneralDevelopment and Business of the Company – Production – Progress Toward Production” and “General Development andBusiness of the Company – Project Permitting”). Total capital expenditures for the 20-year Hope Bay Project LOMcontemplated in the Hope Bay Technical Report are estimated to be $641 million (US$545 million), with total sustainingcapital and closure costs of $436 million (US$370 million). See “Hope Bay Project”.

Summary of Quarterly Results

The following is a summary of certain of the Company’s unaudited quarterly financial information for the eightquarters ended March 31, 2015:

Mar 312015($000s)

Dec 312014($000s)

Sep 302014($000s)

Jun 302014($000s)

Mar 312014($000s)

Dec 312013($000s)

Sep 302013($000s)

Jun 302013($000s)

Loss for theperiod 2,128 4,469 1,245 3,033 711 627 568 946Basic and dilutedloss per share $0.04 $0.11 $0.03 $0.08 $0.03 $0.02 $0.02 $0.03

Cash and cashequivalents 59,108 32,044 41,959 63,942 14,125 17,837 12,445 25,996

Total assets 701,515 657,183 654,409 652,508 590,027 593,284 580,950 581,247Newmont Loan - - - - 14,709 14,369 - -Deficit (14,578) (12,450) (7,981) (6,736) (3,864) (3,153) (2,526) (1,958)

TMAC’s loss in each period primarily reflects the level of general and administrative expenses and includes firsttime share-based payment expenses in the second quarter of 2014 and the impairment charge for the Durban Plant in thefourth quarter of 2014. Cash balances fluctuated as a result of the Initial Equity Financing, the Second Equity Financing andthe Third Equity Financing, offset by expenditures in the period. Total assets increased primarily as a result of expenditureson the Hope Bay Project.

Financial Position

Cash and liquidity

Cash and cash equivalents totalled $59,108,000 at March 31 2015, compared to $32,044,000 as at December 31,2014 and $17,837,000 at December 31, 2013. The increase in cash and cash equivalents resulted from the proceeds of theSecond Equity Financing and the Third Equity Financing, offset by expenditures incurred relating to the Company’sactivities at the Hope Bay Project, work by Gekko, storage costs of the Durban Plant and corporate general andadministrative expenses.

The US and Canadian cash and cash equivalents are held on deposit with a major Canadian bank.

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Amounts receivable

Receivables of $126,000 as at March 31, 2015 (December 31, 2014 – $795,000; December 31, 2013 – $406,000)related to input sales taxes. The 2014 balance includes a credit of $547,000 receivable from a supplier related to the 2014sealift. The 2013 balance mainly relates to input sales taxes.

Consumables, materials and supplies

TMAC acquired 6,157,000 litres of diesel with a value of $6,588,000 as part of the Hope Bay Acquisition.

The inventory balance at March 31, 2015 includes $3,744,000 of diesel, $1,085,000 of jet fuel and $1,853,000 ofmaterials and supplies, all of which are stored on site at the Hope Bay Project, compared to the inventory balance atDecember 31, 2014 which includes $4,932,000 of diesel, $1,085,000 of jet fuel and $1,653,000 of materials and supplies,compared to $4,940,000 of diesel, $923,000 of jet fuel and $1,233,000 of materials and supplies at December 31, 2013. Thebalances at March 31, 2015 and December 31, 2014 also include diesel and jet fuel that is stored in Hay River with a value of$808,000 and $224,000, respectively. The diesel and jet fuel stored off-site will be shipped to the site as part of the 2015sealift.

Diesel consumption mainly relates to the generation of electricity and heating for the camp. TMAC acquired andshipped 2,053,000 litres of diesel with an all-in delivered costs of $3,532,413 to the Hope Bay Project in 2014.

Materials and supplies consist of warehouse inventory required for test mining, development and explorationactivities. The value of such inventory increased from $1,233,000 at December 31, 2013 to $1,653,000 at December 31, 2014and to $1,853,000 at March 31, 2015 due to additional materials and supplies purchased and delivered to site, partially offsetby general use to support the activities at site.

Equipment held for sale

TMAC initiated the process at the end of 2014 to sell the partially completed Durban Plant, and the total carryingcosts of the plant with a value of $8,538,000 was transferred from property, plant and equipment to equipment held for sale.The current fair value less costs of disposal of the plant was estimated to be $4,000,000, and an impairment of $4,538,000was recorded in 2014 as a result.

Property, plant and equipment

The following table provides details of the capital and capitalized expenditures for the Company on the Hope BayProject:

Balance onacquisition($000s)

Additionsin periodended

December31, 2013($000s)

BalanceDecember31, 2013($000s)

Additionsand

transfers infiscal 2014($000s)

BalanceDecember31, 2014($000s)

Additionsin periodended

March 31,2015($000s)

BalanceMarch 31,2015($000s)

Property 203,660 1,523 205,183 1,676 206,859 6,484 213,343Plant and equipment 246,547 1,951 248,498 (5,903) 242,595 3,748 246,343Mobile equipment 5,456 965 6,421 359 6,780 1,134 7,914Capitalized exploration andevaluation expenditures:Acquisition and engineering - - - 4,566 4,566 308 4,874Camp and logistics - 8,214 8,214 7,389 15,603 2,868 18,471Drilling and assaying - 10,789 10,789 18,918 29,707 908 30,615Environment - 3,290 3,290 5,965 9,255 827 10,082Evaluation - 612 612 892 1,504 494 1,998Geology - 689 689 1,124 1,813 417 2,230Share based payments - - - 725 725 383 1,108

Environmental liabilityadjustment - - - 6,646 6,646 830 7,476Total 455,663 28,033 483,696 42,357 526,053 18,401 544,454

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As at March 31, 2015, all of the Company’s projects are currently considered to be in the exploration and evaluationstage.

Property expenditures include land claim payments to the Federal government, and fees for Inuit subsurface mineralrights and surface access rights to Inuit owned mineral rights, paid to NTI and the KIA respectively. The expenditures alsoincludes property taxes paid to the Government of Nunavut. The Company issued 1,133,333 Common Shares with a fairvalue of $5,950,000 to the KIA with the signing of the Framework Agreement on March 30, 2015. The expenditures during2014 were higher than in 2013 due to the expenditures being incurred over the course of a calendar year and excludesexpenditures paid before the Hope Bay Project was acquired on March 12, 2013. The balance on acquisition represents thefair value of the mineral interests acquired from Newmont on March 12, 2013 as part of the Hope Bay Acquisition.

Plant and equipment expenditures during 2013 include expenditures on the Durban Plant, mainly consisting ofconsulting and storage charges. The storage and shipping costs for equipment other than the Durban Plant that werepurchased from HBML, and were stored offsite and shipped to the Doris site in September 2013, were capitalized to theequipment. During 2014, the Company paid $447,000 in value added tax (“VAT”) to the South African Revenue Service.The VAT was payable due to the Durban Plant not being shipped out of South Africa in the time period allowed under SouthAfrican exporting rules to qualify for zero VAT. The Company is investigating the possibility of recovering some or all ofthe VAT as part of the sale of the Durban Plant. During 2014, engineering and consulting fees of $1,611,000 were incurred toassess the condition and completion status of the Durban Plant, and to determine the feasibility of the Gekko Plant. Storagecosts of $392,000 were also incurred. The remainder of the 2014 costs relates to travel and general costs related to the DurbanPlant. With the decision at the end of 2014 to put the Durban Plant up for sale, the total carrying cost of the Durban Plantwith a value of $8,538,000, was transferred to equipment held for sale, less a $4,538,000 impairment charge. During the threemonths ended March 31, 2015, costs mainly relate to engineering fees paid to Gekko. The balance on acquisition representsthe fair value of the plant and equipment acquired from Newmont on March 12, 2013 as part of the Hope Bay Acquisition.

Mobile equipment expenditures during 2013 include capitalized storage and shipping costs for mobile equipmentpurchased as part of the Hope Bay Acquisition that were stored offsite and shipped to the Hope Bay Project in September2013. The expenditures during 2014 relate to equipment purchases required for the development of the Hope Bay Project.The expenditures in the three months ended March 31, 2015 mainly relate to mobile equipment purchased and delivered tothe Hope Bay Project during this period. The balance at acquisition represents the fair value of the mobile equipmentacquired as part of the Hope Bay Acquisition.

Acquisition and engineering costs relate to costs incurred for the preparation activities at Doris, including costsincurred to restart the main power plant at the Hope Bay Project and expenditures to complete the commissioning of theunderground ventilation and heating equipment.

Camp and logistics costs relate to costs for the running of the camp at Doris, including the cost of diesel used in thepower plant to generate electricity for the camp, transport people to and from site, and contractors’ costs for general sitesupervision, medical services, catering services, cleaning services and waste management services. The costs in 2013 arehigher as it includes the initial opening of the camp after being shut down by Newmont when the Hope Bay Project wasplaced on care and maintenance.

Drilling and assaying costs were incurred for the 2013 and 2014 drilling programs. Drilling costs mainly consist ofcontractor costs for drilling and helicopter services for providing support to the drill crews, including the mobilization of drillrigs. The 2013 drilling program drilled 29,622 metres at $364/metre, whereas the 2014 drilling program drilled 67,530 metresat $280/metre. The cost-per-metre was lower in 2014 as a result of less helicopter support required and efficiencies realizedthrough the use of six drill rigs in 2014 compared to four rigs used in 2013. The 2015 drilling program started at the end ofMarch 2015.

Environment costs were incurred to perform compliance activities to maintain permits, support permitting activitiesto obtain additional permits and the performance of studies to support permit applications. The costs mainly consist ofconsulting and legal fees. The costs during 2014 were higher than 2013 as the Hope Bay Project was owned for a full fiscalyear in 2014 as well as increased permitting activities as the Hope Bay Project proceeded to development. The Company’s2015 environment program started at the end of March 2015.

Evaluation costs relate to the PEA Report, completed in 2013, and the Hope Bay Technical Report that was initiatedat the end of 2014.

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Geology costs mainly consist of consulting fees and software expenditures to analyze and model drill results.

Share-based payments relate to share-based payments for employees where the salary costs of the employees arecapitalized to one of the categories described above.

Environmental liability adjustments represent the change in the provision for environmental liabilities due tochanges in assumptions used to calculate the provision. The changes mainly relate to the discount and inflation rates used inthe calculation of the liability.

Goodwill

The goodwill balance of $80,600,000 relates to the Hope Bay Acquisition and is the result of the requirement underbusiness combinations accounting to recognize a deferred income tax liability for the difference between the fair value of theidentifiable assets and liabilities acquired and their tax base.

Other

Other assets of $5,022,000 as at March 31, 2015 and $4,504,000 as at December 31, 2014 relate to deposits for theacquisition of assets of $2,224,000 and $1,704,000, respectively, that will be delivered to the Hope Bay Project during the2015 sealift, and $2,798,000 that relates to an ore stockpile at Doris. The 2013 balance only relates to the ore stockpile of$2,798,000.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities decreased to $4,477,000 at March 31, 2015 from $6,543,000 at December31, 2014 due to the acquisition in December 2014 of equipment to be delivered with the 2015 sealift. The increase in bothperiods compared to the balance at December 31, 2013 of $1,803,000 is primarily due to the increase in activities to preparethe Hope Bay Project site for development and includes the acquisition of equipment to be delivered with the 2015 sealift andengineering costs related to the Gekko Plant.

Provision for environmental rehabilitation

The provision for environmental rehabilitation increased to $24,719,000 at March 31, 2015 from $23,760,000 atDecember 31, 2014 and $16,681,000 at December 31, 2013, due to changes in the discount and inflation rates used tocalculate the value of the environmental rehabilitation.

Newmont provided the Newmont Letters of Credit in connection with TMAC's environmental rehabilitationobligations under permits issued by that are held by AANDC, the DFO and the KIA. Newmont has a general securityagreement in place for the Letters of Credit (see “Management’s Discussion and Analysis – Related Party Transactions –Transactions with Newmont – Newmont Letters of Credit”).

Newmont Loan

The Company drew down the full $15,000,000 of the Newmont Loan on December 18, 2013 and repaid it in full,with interest, on April 28, 2014.

Deferred tax

The deferred tax liability decreased to $75,718,000 at March 31, 2015 from $76,028,000 at December 31, 2014 andfrom $80,300,000 at December 31, 2013, mainly due to the recognition of deferred tax adjustments:

on the renunciation of CEE to flow-through share investors;

on the transaction costs incurred with private placements; and

for the tax effect on the losses incurred during each period.

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Selected Interim and Annual Information, Financial Position and Results of Operations for the 14 months endedDecember 31, 2013 compared to year ended December 31, 2012

The financial position and results of operations for the 14 month period ended December 31, 2013 is not comparableto the 12 month period ended December 31, 2012. TMAC was incorporated on October 30, 2012 and, until the Hope BayAcquisition on March 12, 2013, was essentially inactive, other than for activities directly related to the Hope BayAcquisition. The development of the Hope Bay Project was halted by Newmont in 2011 and, as at December 31, 2011, theHope Bay Project’s assets were impaired to their then estimated recoverable value based on the estimated resale value of theplant and equipment of $7,533,000 and consumables, materials and supplies of $6,027,000. The financial position and resultsof operations for the 12 month period ended December 31, 2012 are reported in the Hope Bay Gold Project Carve-outFinancial Statements for the years ended December 31, 2012 and 2011 included elsewhere in this prospectus.

During 2012, $14,039,000 of the 2011 impairment charge for equipment purchased under a finance lease wasreversed with the cancelation of the finance lease and concurrent sale of $11,765,000 of these assets for cash proceeds of$11,765,000. The expected sale of an additional $2,274,000 of assets was recognized at their estimated recoverable amount atDecember 31, 2012 resulting in a net book value for property, plant and equipment of $9,807,000. Excluding the equipmentdescribed above, it was concluded that there were no profitable means to sell the remaining property, plant and equipment,other than selling the Hope Bay Project as a whole.

At December 31, 2012, there were no indicators that the value of the Hope Bay Project had increased materiallysince the recognition of the impairment in 2011. Accordingly, no amounts above the $14,039,000 of the previouslyrecognised impairment were recorded as a reversal of impairment. The ongoing discussions between Newmont and TMACwith regards to the purchase and sale of the Hope Bay Project were not determined to be an indicator of reversal ofimpairment as the acquisition of the Hope Bay Project was, among other factors, contingent on Newmont and TMACreaching a definitive agreement and TMAC being successful in a private placement of at least $30,000,000, castingsignificant doubt at December 31, 2012 on whether the transaction would occur. The determination that as at December 31,2012 there was not an impairment reversal indicator is considered a critical accounting judgment. In applying judgment, thehindsight of the transaction closing could not be applied to determine whether it could have been reasonably expected for thesale to be probable on the reporting date.

On March 12, 2013, TMAC purchased the Hope Bay Project assets, consisting of the property, plant and equipment,consumables, materials and supplies, ore in stockpiles and certain tax assets, from Newmont while assuming the environmentrehabilitation liabilities. TMAC commenced exploration and evaluation of the Hope Bay Project with the intent to, throughsuccessful exploration results and de-risking activities, including securing land access and mineral rights to the Hope BayProject, advance the Hope Bay Project to development and ultimately to production. All other assets and liabilities presentedin the Hope Bay Gold Project Carve-out Financial Statements were retained by Newmont.

On March 12, 2013, TMAC recognized the acquired assets and assumed liabilities at their fair values. The followingtable compares the assets acquired and liabilities assumed by TMAC at their fair values, with the carrying values of the sameassets and liabilities as presented in the Hope Bay Gold Project Carve-out Financial Statements at December 31, 2012, andillustrates the assets not acquired and liabilities not assumed of the Hope Bay Project by TMAC:

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TMAC acquiredfair values as atMarch 12, 2013

($000s)

Newmont carryingvalues of assets andliabilities as at

December 31, 2012($000s)

Assets acquired and liabilities assumedConsumables, materials and supplies 7,919 6,027Property 203,660 -Plant and equipment 252,003 9,807Ore in stockpiles 2,798 -Goodwill 80,600 -Environmental rehabilitation liabilities (16,380) (22,039)Deferred tax liabilities (80,600) -Assets not acquired and liabilities not assumedCash and cash equivalents 10,068Amounts receivable 5,714Prepaid expenses 114Accounts payable and accrued liabilities (6,380)Total net assets 450,000 3,311

Consumables, materials and supplies

The fair value of consumables, materials and supplies were estimated primarily using a replacement cost approachbased on inventory records and the selling price for comparable items. The fair value determined by TMAC is higher than theestimated resale value determined by Newmont as consumables, materials and supplies located at site have a higher value toTMAC when operating the site than the resale value to Newmont which incorporates the cost of shipping the consumables,materials and supplies off site.

Property

The fair value of property was estimated using a discounted cash flow model and value of comparable transactionsto estimate the fair value of mineral resources and licenses based on a third party valuation report. The property is on Inuitowned land and has no resale value.

Plant and equipment

The fair value of plant and equipment were estimated primarily using a replacement cost approach based on fixedasset records and asset valuation reports. The resale values of the assets are considerably lower compared to the acquired fairvalues as the assets are located and/or installed at a remote site.

Ore in stockpiles

The fair value of ore in stockpiles was based on estimated recoverable value of contained metal less estimatedprocessing, refining, shipping, and selling costs. As Newmont ceased the development of the Hope Bay Project, the value ofthe stockpiled ore was determined to be nil for resale purposes.

Environmental rehabilitation liabilities

The environmental rehabilitation liabilities were estimated from a third party environmental rehabilitation liabilityreport using assumptions about inflation rates, life of assets and discount rate. The assumptions changed when TMACpurchased the Hope Bay Project, mainly due to the timing of the planned reclamation activities being estimated to be inapproximately 35 years compared to the estimated timing of eight to ten years used by Newmont. The timing changed in linewith the change in approach of abandoning and reclaiming the Hope Bay Project by Newmont to advancing the Hope BayProject through exploration and evaluation to future development and operations by TMAC.

The results of operations for the 14 month period ended December 31, 2013 are not comparable to the year endedDecember 31, 2012 as Newmont’s activities were based on the sale and abandonment of the Hope Bay Project compared tothe activities of TMAC, who performed exploration and evaluation activities from the time of the Hope Bay Acquisition.Nevertheless, Newmont expensed $111,620,000 of care and maintenance expenses for property holding costs and certainother costs that Newmont had previously committed to for the Hope Bay Project. These costs were expensed as the Hope Bay

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Project had been impaired and was no longer being developed. TMAC acquired and re-categorized the Hope Bay Project in2013 as exploration and evaluation assets and, in accordance with TMAC’s accounting policies, capitalized suchexpenditures. Newmont had leased certain mine development assets and incurred $8,377,000 of expenses related thereto.TMAC did not assume the lease and hence had no such costs in 2013.

Liquidity and Capital Resources

The Company is a development stage company and has not generated revenue or cash flow from its mineralproperties. The Company’s cash flow has primarily been generated from the issuance of equity securities in privateplacements.

As at March 31, 2015, the Company did not have sufficient funds available from existing cash on hand to maintainits mineral investments, fund its exploration, evaluation and administration costs and to develop the Hope Bay Project forproduction. If the Offering is unsuccessful and based on the Company’s 2015 expenditures and commitments to date, and itsforecast minimum expenditures for 2015, the Company expects that it will not have sufficient funds on hand to both meet itsexpenditure needs and to replace or refinance the Newmont Letters of Credit by December 31, 2015.

Working capital

The Company’s working capital is set forth below. The term “working capital” is a non-IFRS measure (see“Management’s Discussion and Analysis – Non-IFRS Measures” for further details):

March 31,2015($000s)

December 31,2014($000s)

December 31,2013($000s)

Current assetsCash and cash equivalents 59,108 32,044 17,837Receivables 126 795 406Inventory 7,715 8,703 7,097Prepaid expenses and other assets 494 484 850

67,443 42,026 26,190Current liabilitiesTrade and other payables 4,477 6,453 1,803Newmont Loan - - 14,369

4,477 6,453 16,172Working capital 62,966 35,573 10,018

Operating activities

Cash used in operating activities was $4,644,000 for the year ended December 31, 2014, compared to $3,851,000 forthe fourteen-month period ended December 31, 2013. The increase is primarily due to an increase in the headcount andactivities related to financing and running the Company and preparing for the development of the Hope Bay Project.

Cash used in operating activities was $1,719,000 for the three months ended March 31, 2015 and was mainly spenton activities related to the running of the Company and preparing for the development of the Hope Bay Project.

Investing activities

Investing activities, relating predominantly to expenditures on the Hope Bay Project, resulted in cash outflows of$11,499,000 for the three months ended March 31, 2015, $42,872,000 for the year ended December 31, 2014 and$25,980,000 for the fourteen-month period ended December 31, 2013. The increase from 2013 to 2014 is predominantly dueto an increase in exploration and site preparation activities which continues into 2015.

Financing activities

In the period from October 30, 2012, the date of incorporation, to date, the Company has raised $156,895,000 ofgross proceeds from the issuance of Common Shares. On March 12, 2013, the Company completed the Initial EquityFinancing, comprising 3,406,747 Common Shares at $9.00/share, for gross proceeds of $30,661,000, and 425,420 of flow-through Common Shares at $10.20/share, for gross proceeds of $4,339,000, for an aggregate amount of $35,000,000.

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On April 28, 2014, the Company completed the Second Equity Financing of 14,647,900 Common Shares at$5.25/share, for gross proceeds of $76,901,000, and 144,666 of flow-through Common Shares at $6.00/share, for grossproceeds of $868,000, for an aggregate amount of $77,769,000.

On December 30, 2014, the Company completed the first of two tranches of the Third Equity Financing. Tranche 1was comprised of 516,666 of flow-through Common Shares at $6.00/share, for gross proceeds of $3,100,000. The secondtranche was completed on January 16, 2015, and was comprised of 7,814,523 Common Shares at $5.25/share, for grossproceeds of $41,026,000.

On December 31, 2013, the Company made a full drawdown of $15,000,000 of the Newmont Loan. In conjunctionwith the Second Equity Financing, the Company paid Newmont $15,265,000 to repay the Newmont Loan and accruedinterest.

Related Party Transactions

Transactions with Newmont

Newmont is a related party as a result of its ownership interest in TMAC’s Common Shares. The transactions withNewmont are as follows;

Transitionservices($000s)

Payments onbehalf ofTMAC($000s)

Letters ofCredit($000s)

Total($000s)

Balance at October 30, 2012 - - - -Transactions 1,201 474 31 1,706Payments (1,201) (474) (31) (1,706)Balance at December 31, 2013 - - - -Transactions - 447 830 1,277Payments - (447) (449) (896)Balance at December 31, 2014 - - 381 381Transactions - - 373 373Payments - - (381) (381)Balance at March 31, 2015 - - 373 373

Transition Services

On March 12, 2013, in conjunction with the Transaction Agreement, Newmont and the Company entered into atransition services agreement through which the Company could request assistance from Newmont at the Company’s expensefor certain services for a specified period of time ending on September 30, 2013. Newmont made available certain Newmontemployees for secondment to the Company until September 30, 2013, after which date they were either hired by theCompany or returned to Newmont. These employees had specific skill sets that the Company did not have at the time andwere important for running the Hope Bay Project site. The seconded employees were placed under the direction of theCompany. These seconded employees were charged out by Newmont to the Company at full cost reimbursement plus anadministrative charge.

Newmont Investor Rights Agreement

On March 12, 2013, the Company and Newmont entered into the Newmont Investor Rights Agreement, whichgrants to Newmont certain rights, and subjects Newmont to certain obligations in respect of the ongoing relationship betweenNewmont and the Company. For further details see, “General Development and Business of the Company – ProjectAcquisition and Financing” and “General Development and Business of the Company – Recent Developments”.

Newmont Loan

The Newmont Loan of $15,000,000 was fully drawn down on December 19, 2013 and repaid with interest onApril 28, 2014.

Newmont Letters of Credit

Pursuant to the Transaction Agreement, the Company agreed to indemnify Newmont for any funds expended inconnection with draws made on the Newmont Letters of Credit associated with the Company's environmental rehabilitation

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obligations to AANDC, the DFO and the KIA in connection with surface tenure, water licences, and certain permits. TheCompany also agreed to permit Newmont to enter on and access the Hope Bay Project site and to possess and use any of theHope Bay Project assets for the purpose of conducting any work required to ensure compliance with the environmentalrehabilitation obligations under the aforementioned permits, to the extent that the Company does not conduct such work in amanner acceptable to Newmont, acting reasonably, as in the opinion of Newmont is necessary or desirable to satisfy theobligations that are secured by the Newmont Letters of Credit. The Company will reimburse Newmont for its direct costsincurred in performing this work. The Company was initially to arrange for replacement bonds and/or letters of credit on orbefore the earlier of 30 days following the closing of a contemplated initial public offering and June 30, 2014. Until suchtime as the Company has arranged for the replacement bonds or letters of credit, the Transaction Agreement requiresNewmont to use commercially reasonable efforts to maintain (and shall cause any applicable affiliate of Newmont tomaintain) the applicable financial assurance and other financial sureties by continuing to meet its obligations under theNewmont Letters of Credit and obtaining any renewals or additions that may be necessary. The Newmont Letters of Creditare secured by a general security agreement in favour of Newmont.

On December 5, 2014, the Company and Newmont entered into an agreement whereby Newmont would continue tomaintain the Newmont Letters of Credit until December 31, 2015. The Company agreed to arrange for bonds and/or letters ofcredit in the Company’s name to be delivered to the relevant authorities in replacement of the Newmont Letters of Credit onor before December 31, 2015. Beginning with the calendar quarter ending September 30, 2014, the Company is required tomake a cash payment to Newmont on the 15th calendar day after the last day of each calendar quarter in an amount equal to8.4% of the average of the aggregate of the face values of the Newmont Letters of Credit for such prior calendar quartermultiplied by the number of days in the calendar quarter divided by 365. At the Company’s option, up to 76.19% of theamount due each calendar quarter (i.e. 6.4% of the 8.4%) may by paid by the Company to Newmont by way of CommonShares of an equivalent value, which value will be the issue price per Common Share in the most recently completed equityfinancing conducted by the Company that includes purchases by persons who are not insiders of the Company, with the rest(i.e. 2.0% of the 8.4%) being paid in cash. The Company made the payments for both the third and fourth quarter of 2014 andthe first quarter of 2015 in cash.

As at December 31, 2014 and March 31, 2015, the amount of the Newmont Letters of Credit maintained byNewmont with respect to the Hope Bay Project environmental rehabilitation obligations totalled approximately $18 million.

In addition to the approximately $18 million of Newmont Letters of Credit that Newmont maintains with respect tothe Hope Bay Project for the Company’s environmental rehabilitation liabilities, Newmont had provided a corporateguarantee to the KIA of up to $8.0 million of additional environmental rehabilitation assurance to, essentially, provide twicethe amount of assurance as required by the applicable regulatory bodies on certain aspects of the Hope Bay Projectenvironmental rehabilitation (the “Overbonding Amount”). The Newmont corporate guarantee was discharged as a part ofthe Hope Bay Acquisition. Effective as of September 13, 2013, the Company and the KIA agreed to a five-year renewal ofInuit owned lands commercial lease no. KTCL313D001. As a part of the renewal, the Company’s closure and reclamationobligations up to $8 million under the commercial lease, reflecting the Overbonding Amount, were secured by way of theKIA GSA. The security under the KIA GSA is subordinate to Newmont’s security related to the Newmont Letters of Creditunder the Transaction GSA.

Newmont Royalty

As part of the Transaction Agreement, a royalty agreement providing for a 1% net smelter royalty on futureproduction from the Hope Bay Project between HBML and Newmont was assumed by the Company. For furtherinformation, see “Hope Bay Project – Property Description and Location – Royalties and Encumbrances”.

Transaction with RCF

RCF is a related party as a result of its ownership of Common Shares. The Company reimbursed RCF for $109,000in out-of-pocket expenditures incurred by RCF during the completion of the due diligence performed on the Company as partof RCF’s subscription for Common Shares in the Second Equity Financing.

In accordance with the RCF 2014 Subscription Agreement, as amended by the RCF 2015 Subscription Agreement,RCF obtained certain investor rights, a description of which is provided in “General Development and Business of theCompany – Project Acquisition and Financing”.

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Commitments and Contingencies

As at December 31, 20142015($000s)

2016($000s)

2017($000s)

2018($000s)

2019($000s)

Interest payments on Letters of Credit 1,524 - - - -Capital expenditure commitments 10,735 - - - -Minimum rental and lease payments 346 349 324 324 270

12,605 349 324 324 270

There have been no significant changes in the commitments during the three month period ended March 31, 2015.The Company has not made any commitments for the periods including and subsequent to 2020.

The Company has estimated the required annual landholding payments and environmental compliance work for theHope Bay Project to be approximately $1.7 million and $3.0 million, respectively. All of these payments are not contractualcommitments but are required to maintain the Company’s permits and land tenure agreements in good standing. Certain partsof Doris are permitted as an operating mine site and environmental and monitoring costs are required to maintain thesepermits. The landholding agreements with the KIA and NTI were renewed for a 20-year term, effective March 30, 2015 (see“General Development and Business of the Company – Surface and Subsurface Rights – Surface Rights”).

The Company has equipment stored in various locations including the partially completed Durban Plant in SouthAfrica. The equipment is stored on a month-to-month basis for an approximate cost of $50,000 per month. The Durban Plantis held for sale.

Subscription agreements entered into by the Company in connection with the first tranche of the Third EquityFinancing require the Company to incur $3,100,000 of qualifying CEE and renounce the CEE to such subscribers with aneffective date of December 31, 2014. The $0.75/share premium of the Common Shares issued on a flow-through basis in thefirst tranche of the Third Equity Financing, as compared to the Common Shares issued in the Second Tranche of the ThirdEquity Financing results in a liability in the amount of $388,000 which will be charged to share capital.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements.

Management of Capital

The Company’s objectives with respect to managing its capital are to safeguard its ability to continue as a goingconcern by raising sufficient funds to finance ongoing mineral property exploration and evaluation investments so that it canprovide returns for shareholders and benefits for other stakeholders.

The Company defines capital as total equity plus long-term debt. Total equity is comprised of share capital, reservesand accumulated deficit. The Company manages its capital structure and makes adjustments to it in light of changes ineconomic conditions and the risk characteristics of the underlying assets. As the Company does not currently have cash flowfrom operating activities, to maintain or adjust the capital structure, the Company may issue new shares, raise debt or sellassets to raise capital.

In order to maximize ongoing exploration and evaluation activities, the Company does not pay dividends. TheCompany’s cash management policy permits investment of its surplus cash resources in demand deposit accounts with largeCanadian chartered banks, in highly-liquid short-term guaranteed investment certificates with large Canadian chartered banksor in highly-liquid short-term Government of Canada issued treasury bills with maturities of 90 days or less from the originaldate of investment.

There were no changes in the Company’s capital management strategy during the year ended December 31, 2014compared to the previous fiscal year. The Company is not subject to externally imposed capital requirements.

Financial Instruments

All financial instruments have been classified into one of the following four categories: financial assets andliabilities at fair value through profit or loss; available-for-sale financial assets; loans and receivables; or financial liabilitiesat amortized cost. Financial assets and liabilities at fair value through profit or loss are measured at fair value and all gainsand losses are included in net income or loss in the period in which they arise. Available-for-sale financial instruments aremeasured at fair value with revaluation gains and losses included in accumulated other comprehensive income until the

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instruments are derecognized or an other-than-temporary impairment is determined to have occurred. Loans and receivablesand other financial liabilities are measured at amortized cost using the effective interest method.

The carrying amounts of cash and cash equivalents, amounts receivables and accounts payable and accruedliabilities approximate their fair value due to their short term maturities.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below.

Commodity price risk

The Company’s ability to develop its properties and its future profitability are directly related to the market price ofgold. The price of gold is affected by numerous factors including global consumption and demand for gold, internationaleconomic and political trends, fluctuations in the value of the US dollar and other currencies, interest rates and inflation. Thecurrent and forecast price of gold is a key factor in determining if the property, plant and equipment and goodwill areimpaired at each period end date.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due andthat TMAC will be forced to sell financial assets at a value that is less than what they are worth or that the Company may beunable to settle or recover a financial asset at all.

The Company manages liquidity risk by maintaining sufficient cash and cash equivalent balances to meet liabilitieswhen due. As at March 31, 2015, TMAC had cash and cash equivalents totalling $59,108,000 (December 31, 2014 –$32,044,000; December 31, 2013 – $17,837,000) to settle current liabilities of $4,758,000 (December 31, 2014 – $6,841,000;December 31, 2013 – $16,172,000).

The ultimate responsibility for liquidity risk rests with the Board, which has approved an appropriate liquidity riskmanagement framework for management of the Company’s short, medium and long-term funding and liquidity requirements.The Company’s cash requirements and balances are projected based on estimated future requirements. The Company plans tomeet these requirements through a mix of available funds, equity financing, sale of mining assets and project debt financing.Continuing operations are dependent on the Company’s ability in the near term to access sufficient capital to complete theCompany’s exploration and evaluation activities, identify commercial gold reserves and to ultimately have profitableoperations. All accounts payable and accrued liabilities at March 31, 2015 have contractual maturities of less than 90 daysand are subject to normal trade terms. At period end, the Company had sufficient funds to settle these liabilities.

Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of futurecash inflows from financial assets on hand at the period end date. The Company’s financial assets are cash and cashequivalents and amounts receivable. Management considers the credit risk on cash and cash equivalents to be limited becausethe counterparty is an established well-known major Canadian chartered bank. During the period ended December 31, 2014,there were minimal amounts receivable, no allowance for bad debts was required on the amounts receivable and no amountswere past due as the receivables were primarily comprised of recoverable value added sales taxes. The Company did not haveany customers or trade receivables at March 31, 2015. The maximum exposure to credit risk at March 31, 2015 is representedby the carrying amount of the cash and cash equivalents and amounts receivable on the Company’s Statement of FinancialPosition.

Market risk

Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices,whether those changes are caused by factors specific to the individual instrument, its issuer, or factors affecting allinstruments traded in the market. The Company has no held-for-trading or available-for-sale investments at March 31, 2015.

Currency risk

Foreign currency risk is the risk that a variation in the exchange rates between the Canadian dollar and foreigncurrencies could affect the Company’s operating and financial results. The Company is exposed to foreign currency risk as itincurs expenditures in certain foreign currencies, holds small amounts of cash in US Dollars and has other financial liabilitiesthat are denominated in either US Dollars or other foreign currencies.

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The Company’s functional currency and financial statement presentation currency is the Canadian dollar. TMACincurs expenses in certain foreign currencies including the US dollar, Australian dollar and the South African Rand.Expenditures on the Hope Bay Project are mainly denominated in Canadian dollars; however, certain purchases are in USDollars and certain processing plant related expenditures are in Australian dollars. The Company continues to incur storageand disposition costs in South African Rand related to the partially completed Durban Plant represented in the financialstatements as equipment held for sale. The Company also maintains a limited amount of cash on deposit in US Dollars tofund US Dollar expenditures. The Company is therefore susceptible to market volatility as foreign cash balances are revaluedto its functional and presentation currency. The Company continually evaluates and adjusts the level of its deposits in USDollar accounts depending on current and projected expenditures and current and expected exchange rates to mitigate itsforeign exchange risk. The Company did not maintain cash balances in any currencies other than Canadian and US Dollarsand purchases such other foreign currency when needed to make payments. The Canadian and US Dollar cash and cashequivalents are held on deposit with a major Canadian chartered bank. The Company’s management monitors the exchangerate fluctuations on a regular basis and, to date, has not used currency derivative instruments to manage its exposure toforeign currency fluctuations.

At December 31, 2014, the carrying amounts of the Company’s foreign currency-denominated net financial assetswere approximately as follows:

Net financialAssets/

(liabilities)($000s)

Effect of a10% changein exchangerates on loss($000s)

Australian dollar (27) (3)South African Rand (10) (1)US dollar 56 6

Interest rate risk

The Company’s trade and other payables are non-interest bearing and have contractual maturities of 60 days or less.

As at March 31, 2015, the Company’s interest bearing assets are cash and cash equivalents. The Company’s cashand cash equivalents are invested in interest bearing accounts that earn interest at prevailing short-term interest rates. A plusor minus 1% change in interest rates will not have a material impact on the Company’s Statement of Profit or Loss.

Critical Accounting Estimates

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimatesand assumptions that affect the amounts reported in the financial statements and related notes. These judgments, estimatesand assumptions are based on management’s experience and knowledge of the relevant facts and circumstances. Actualresults may differ from those estimates. Information about areas of judgment and key sources of uncertainty and estimation iscontained in the description of the accounting policies and/or the notes to the audited financial statements.

Judgments, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognized in the period in which the estimates are revised.

The key areas where judgments, estimates and assumptions have been made in the reporting period or that have asignificant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial yearare summarized below.

Estimated reserves and resources

Reserves and resources are estimates of the amount of metal that can be extracted from the Company’s properties,considering both economic and legal factors. Estimating the quantity and/or grade of reserves and resources requires theanalysis of drilling samples and other geological data. Calculating reserve and resource estimates requires decisions onassumptions about geological, technical and economic factors, including quantities, grades, production techniques, recoveryrates, production costs, transportation costs, commodity prices and foreign exchange rates.

Estimates of reserves and resources may change from period to period as the economic assumptions used to estimatereserves and resources change from period to period, and as a result of additional geological data generated during the course

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of operations. Changes in reported reserves and resources may affect the Company’s financial position in a number of ways,including the following:

asset carrying values may be affected due to changes in estimated future cash flows;

prospective depreciation charges in the Company’s Statement of Profit or Loss may change when such charges aredetermined by the unit-of-production basis, or when the useful lives of assets change; and

provision for reclamation liabilities balances may be affected as the estimated timing of reclamation activities isadjusted for changes in the estimated mine life as determined by the available reserves and resources.

Determination of useful life of assets for depreciation purposes

Significant judgment is involved in the determination of the useful life and residual value of long-lived assets thatdrive the calculation of depreciation charges. Changes in the estimate of useful lives and residual values may impact thedepreciation calculations.

Impairment of property, plant and equipment

Judgment is involved in assessing whether there are any indications that an asset or cash generating unit (“CGU”)may be impaired, or whether there are any indications that a previously recognized impairment needs to be reversed. Thisassessment is made based on an analysis of, amongst other factors, changes in the market or business environment, eventsthat have transpired that have impacted the asset or CGU, and information from internal reporting.

For the purpose of determining the recoverable amount of an asset or CGU operating results and net cash flowforecasts are determined by estimating the expected future revenues and costs, including the future cash costs of production,capital expenditures, site closure and environmental rehabilitation. The net cash flow forecast includes cash flows expected tobe realized from the extraction, processing and sale of proven and probable ore reserves as well as mineral resources that donot currently qualify for inclusion in proven and probable ore reserves when there is a high degree of confidence in theeconomic extraction of such non-reserve material. This expectation is usually based on preliminary drilling and sampling ofareas of mineralization that are contiguous with existing reserves and resources.

Judgment is also required in estimating the discount rate applied and future commodity prices used for impairmenttesting. The long-term commodity prices are derived from forward prices and analysts’ commodity price forecasts. Theseassessments often differ from current price levels and are updated periodically.

Impairment testing is done at the CGU level. The Company expects to have multiple possible mining areas andmanagement must exercise judgment in determining what constitutes a CGU and the degree of aggregation of various assets.These factors impact the impairment analysis performed as the results of the impairment analysis might differ based on thecomposition of the various CGU’s.

Fair value of assets and liabilities acquired in business combinations

In a business combination the identifiable assets and liabilities are measured at fair value on the date of acquisition.The determination of the fair value of the assets and liabilities is based, to a considerable extent, on management’s judgmentsand estimates, as of the acquisition date, of the amount of mineral reserves and resources acquired, the exploration potentialfor areas with no identified mineral reserves and resources, future commodity prices, future operating costs and capitalexpenditure requirements and discount rates. Any excess of acquisition cost over the fair value of the identifiable net assets isrecognized as goodwill.

Determining if an acquisition is a business

A business combination is defined as an acquisition of assets and liabilities that constitute a business. A businessconsists of inputs, including non-current assets, and processes, including operational processes, that when applied to thoseinputs have the ability to create outputs that provide a return to the Company and its shareholders. When acquiring a set ofactivities or assets in the exploration, evaluation and development stage, which may not have outputs, judgment is required toconsider other factors to determine whether the set of activities or assets is a business. Those factors include, but are notlimited to, whether the set of activities or assets:

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has begun planned principal activities;

has employees, intellectual property and other inputs and processes that could be applied to those inputs;

is pursuing a plan to produce outputs; and

will be able to obtain access to customers that will purchase the outputs.

Not all of the above factors need to be present for a particular integrated set of activities or assets in the explorationand development stage to qualify as a business.

Environmental rehabilitation costs

Environmental rehabilitation obligation provisions represent management’s best estimate of the present value of thefuture costs to close and rehabilitate the mine site. Significant estimates and assumptions are made in determining the amountof future environmental rehabilitation costs. These estimates and assumptions deal with uncertainties such as: requirements ofthe relevant legal and regulatory framework; the magnitude of possible contamination; determination of the appropriatediscount rate; and, the timing, extent and costs of required mine closure and environmental rehabilitation activities. Theseuncertainties may result in future actual expenditures that differ from the amounts currently provided. Management assessesthe provision for environmental rehabilitation on an annual basis or when new information becomes available.

Taxation

The provision for income taxes and composition of income tax assets and liabilities requires management’sjudgment as to the types of obligations considered to be a tax on income in contrast to an operating cost. The application ofincome tax legislation also requires judgment in order to interpret the various legislations and apply those interpretations tothe Company’s transactions.

Management judgments and estimates are required in assessing whether deferred income tax assets are recognized inthe Statement of Financial Position. Judgments are made as to whether future taxable profits will be available in order torecognize certain deferred income tax assets. Assumptions about the generation of future taxable profits depend onmanagement’s estimates of future cash flows resulting from estimates of future production and sales volumes, commodityprices, reserves and resources, operating costs and other capital management transactions. These judgments, estimates andassumptions are subject to risks and uncertainties and, therefore, there is a possibility that changes in circumstances will alterexpectations, which may impact the amount of deferred income tax assets recognized in the Company’s Statement ofFinancial Position and the benefit of other tax losses and temporary differences not yet recognized.

There are a number of factors that can significantly impact the Company’s effective tax rate including thegeographic distribution of income, varying rates in different jurisdictions within Canada, the non-recognition of deferredincome tax assets, mining allowance, foreign currency exchange rate movements, changes in tax laws and the impact ofspecific transactions and assessments. Due to the number of factors that can potentially impact the effective tax rate and thesensitivity of the tax provision to these factors, it is expected that the Company’s effective tax rate will fluctuate in futureperiods.

Share-based payments

The fair value of shared-based payments is calculated using an appropriate option pricing model. The mainassumptions used in the model include the estimated life of the option, the expected volatility of the Company’s share price(using historical volatility of similar publicly traded companies as a reference), the expected dividends, the expectedforfeiture rate and the risk-free rate of interest. The resulting value calculated is not necessarily the value that the holder ofthe option could receive in an arm’s-length transaction given that there is no market for the options and they are nottransferrable.

Functional currency

Judgment is required to determine the functional currency of an entity. These judgments are continuously evaluatedand are based on management’s experience and knowledge of the relevant facts and circumstances.

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Compound financial instruments

The fair value of the liability component of convertible debt is determined using management’s best estimate ofwhat the interest of a similar loan without a conversion option would be.

Contingencies

Contingencies can be either possible assets or possible liabilities arising from past events which, by their nature, willonly be resolved when one or more future events not wholly within the control of the Company occur or fail to occur. Theassessment of such contingencies inherently involves the exercise of significant judgment and estimates of the outcome offuture events. In assessing loss contingencies related to legal proceedings that are pending against the Company or unassertedclaims that may result in such proceedings, or regulatory or government actions that may negatively impact Company’sbusiness or operations, the Company and its legal counsel evaluate the perceived merits of any legal proceedings orunasserted claims or actions as well as the perceived merits of the nature and amount of relief sought or expected to besought, when determining the amount, if any, to recognize as a provision or on assessing the impact on the carrying value ofassets. Contingent assets are not recognized in the financial statements.

Adoption of New and Revised IFRS Standards

On January 1, 2014, the Company adopted the following new and amended standards and interpretations:

IFRIC 21 - Levies

IFRIC 21 - Levies, (“IFRIC 21”) provides guidance on the accounting for levies within the scope of IAS 37 -Provisions, Contingent Liabilities and Contingent Assets. The main features of IFRIC 21 are: (i) the obligating event thatgives rise to a liability to pay a levy is the activity that triggers the payment of the levy, as identified by the legislation, and(ii) the liability to pay a levy is recognized progressively if the obligating event occurs over a period of time. The adoption ofthis interpretation did not have an impact on the Company’s financial statements.

IAS 32 - Financial instruments: presentation

Amendments to IAS 32 - Financial Instruments: Presentation (“IAS 32”) clarify that an entity has a legallyenforceable right to offset financial assets and financial liabilities if that right is not contingent on a future event and it isenforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and allcounterparties. The adoption of this standard did not have an impact on the Company’s financial statements.

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yeteffective and determined that the following may have an impact on the Company’s future financial statements:

IFRS 9 - Financial instruments

IFRS 9 - Financial Instruments, (“IFRS 9”) will replace IAS 39 - Financial Instruments: Recognition andMeasurement for classification and measurement of financial assets and liabilities.

IFRS 9 requires all recognized financial assets to be subsequently measured at amortized cost or fair value. Debtinvestments that are held within a business model whose objective is to collect the contractual cash flows, and that havecontractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measuredat amortized cost at the end of subsequent accounting periods. All other debt investments and equity investments aremeasured at their fair values at the end of subsequent accounting periods. A fair value option is provided for financialinstruments otherwise measured at amortized cost. This standard also requires a single impairment method to be used,replacing the multiple impairment methods in IAS 39. The International Accounting Standards Board announced that IFRS 9will come into effect in January 1, 2018 with early adoption permitted. The Company has yet to assess IFRS 9’s impact on itsfinancial statements.

IFRS 15, Revenue from Contracts with Customers

IFRS 15 - Revenue from Contracts with Customers (“IFRS 15”) will replace IAS 18 - Revenue.

IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertaintyof revenue and cash flows arising from a contract with a customer. The standard is effective for periods beginning on or afterJanuary 1, 2017, with early adoption permitted. The Company will assess the impact of adopting this standard prior tocommencement of commercial production.

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There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have amaterial impact on the Company.

Non-IFRS Measures

Working capital

This MD&A refers to working capital, which is not a recognized measure under IFRS. This non-IFRS performancemeasure does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to a similarmeasure presented by other issuers. Management uses this measure internally to better assess performance trends.Management understands that a number of investors and others who follow the Company’s business assess performance inthis way. This data is intended to provide additional information and should not be considered in isolation or as a substitutefor measures of performance prepared in accordance with IFRS.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The Company’s authorized share capital consists of an unlimited number of Common Shares without par value, ofwhich 51,763,259 Common Shares are issued and outstanding as at the date hereof.

All of the Common Shares rank equally as to voting rights, participation in a distribution of the assets of theCompany on a liquidation, dissolution or winding-up of the Company and entitlement to any dividends declared by theCompany. The holders of the Common Shares are entitled to receive notice of, and to attend and vote at, all meetings ofshareholders (other than meetings at which only holders of another class or series of shares are entitled to vote). EachCommon Share carries the right to one vote. In the event of the liquidation, dissolution or winding-up of the Company, or anyother distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs, the holdersof the Common Shares will be entitled to receive, on a pro rata basis, all of the assets remaining after the payment by theCompany of all of its liabilities. The holders of Common Shares are entitled to receive dividends as and when declared by theBoard in respect of the Common Shares on a pro rata basis.

Any alteration of the rights, privileges, restrictions and conditions attaching to the Common Shares under theCompany’s articles must be approved by at least two-thirds of the Common Shares voted at a meeting of the Company’sshareholders.

DIVIDEND POLICY

The Company has not, since the date of its incorporation, declared or paid any dividends or other distributions on itsshares, and does not currently have a policy with respect to the payment of dividends or other distributions. The Companydoes not generate any revenues and does not expect to generate revenues in the near future and as such the Company does notpay dividends and does not intend to pay dividends in the foreseeable future.

The payment of dividends in the future will depend on earnings, if any, and the Company’s financial condition andsuch other factors as its directors consider appropriate. Furthermore, achieving production and generating cash flow at Dorisor Madrid is unlikely to result in payment of dividends or other distributions by the Company to shareholders of theCompany. This is because the Company intends to utilize the “bootstrap” approach to developing the Hope Bay Project,whereby initial production at Doris is expected to generate cash flow to fund the development of Madrid, the cash flow fromwhich will subsequently fund the development of Boston and/or other potential discoveries that the Company may makeelsewhere along the Hope Bay greenstone belt.

Additionally, while the completion of the Debt Facility and any Interim Facility remain subject to the negotiation,execution and delivery of definitive documentation, the definitive documentation for the Debt Facility and any InterimFacility may contain restrictions on the declaration or payment of dividends or other distributions by the Company toshareholders of the Company. There can be no assurance that the Company will pay dividends under any circumstances. See“Risk Factors – Risks Related to the Common Shares – The Common Shares do not pay dividends”.

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CAPITALIZATION

There have been no material changes in the Company’s share and loan capital since March 31, 2015, the date of itsmost recent interim financial statements included elsewhere in this prospectus. The Company has executed the Debt FacilityTerm Sheet and anticipates issuing 22,500,000 Common Shares pursuant to the Offering (25,875,000 Common Shares if theOver-Allotment Option is exercised in full). On completion of the Offering, the Company will have 74,263,259 CommonShares issued and outstanding (77,638,259 Common Shares issued and outstanding if the Over-Allotment Option is exercisedin full).

The following table sets forth the capitalization of the Company as at March 31, 2015 on an actual basis and on apro forma basis as adjusted to give effect to (a) a fully-drawn Debt Facility only, and (b) a fully-drawn Debt Facility and thecompletion of the Offering. Investors should read the following information in conjunction with the interim financialstatements and related notes thereto, along with the associated MD&A, included elsewhere in this prospectus.

As at March 31, 2015(unaudited)($ million)

As at March 31, 2015 aftergiving effect to the DebtFacility but before giving

effect to theOffering(1)(2)(3)(4)(unaudited)($ million)

As at March 31, 2015 aftergiving effect to the Debt

Facility and theOffering(1)(2)(3)(4)(5)(6)

(unaudited)($ million)

Long term debt – 147 147Shareholders’ equityShare capital 607 607 736Reserves 4 7 7Accumulated deficit (15) (15) (15)Total shareholders’ equity 596 599 728

Total Capitalization 596 746 875

Notes:(1) Debt Facility proceeds, assuming full amount drawn, shown net of estimated cash transaction costs of $2 million and the non-cash value of the

Common Share purchase warrants and gold calls issuable with the Debt Facility of $6 million based on the March 31, 2015 Bank of Canada noonexchange rate of $1.2683 = US$1.00.

(2) US Dollar Debt Facility proceeds converted based on the March 31, 2015 Bank of Canada noon exchange rate of $1.2683 = US$1.00.(3) Long term debt includes the estimated value of the gold calls issuable with the Debt Facility of $3 million.(4) Reserves includes the estimated value of the Common Share purchase warrants issuable with the Debt Facility of $3 million based on the March

31, 2015 Bank of Canada noon exchange rate of $1.2683 = US$1.00.(5) The Offering proceeds are net of the Underwriters’ Fee and estimated transaction costs in the aggregate amount of $6 million.(6) Assumes no exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in full, pro forma share capital will be $755

million, pro forma total shareholders’ equity will be $747 million, pro forma total capitalization will be $894 million and estimated transactioncosts will be in the aggregate amount of $7 million.

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OPTIONS TO PURCHASE SECURITIES

Stock Option Plan

The Board adopted the Stock Option Plan on January 22, 2013, which has been amended from time to time prior tothe most recent ratification and approval of the Stock Option Plan by the shareholders of the Company on June 25, 2015. Thepurpose of the Stock Option Plan is to secure for the Company and its shareholders the benefits of incentives inherent inshare ownership by directors, officers, employees and consultants of the Company who, in the judgment of the Board, will belargely responsible for its future growth and success, through the granting of Options. The Stock Option Plan is summarizedin the table below.

Key Terms Summary of Stock Option Plan TermsSecurities An Option entitles a holder (an “Optionee”) to purchase a Common Share at an exercise

price set at the time of the grant.

Eligibility Directors, employees and consultants are eligible to participate.

Exercise price The exercise price for an Option will be determined by the Board; however, if theCommon Shares are listed on a stock exchange at the time of the grant, the price will notbe less than the closing price of the Common Shares on the exchange on the trading dayimmediately preceding the day of the grant of the Option.

Vesting and exercise period Options vest over a period of time as established by the Board from time to time. Optionsexpire five years from the date of grant.

Cessation of employment In the event an Optionee’s employment is terminated as a result of permanent disability ordeath, all Options vest upon the date of termination and can be exercised until the earlierof the expiry of the term or twelve months. If an Optionee is not an employee of theCompany, all Options vest upon the date the Optionee ceases to be a director of theCompany and can be exercised until the earlier of the expiry of the term or twelve months.

If an Optionee is dismissed from employment or service for just cause, vested andunvested Options terminate immediately. If an Optionee ceases to be eligible other thanfor death, disability or just cause, vested Options are generally exercisable until the earlierof 90 days or the expiry of the term.

For executive officers, some terms and conditions may vary based on the terminationelements of their employment agreements.

Limitations The total number of Common Shares issuable pursuant to the Stock Option Plan and theRestricted Share Plan shall not exceed 10% of the Company’s issued and outstandingCommon Shares at the time of the grant. The total number of Common Shares issuable toinsiders of the Company pursuant to the Stock Option Plan and the Restricted Share Planshall not exceed 10% of the Company’s issued and outstanding Common Shares at thetime of the grant. The total number of Common Shares that may be issued pursuant to theStock Option Plan and the Restricted Share Plan to insiders of the Company within a one-year period shall not exceed 10% of the Company’s issued and outstanding CommonShares at the time.

Amendments The Board has the right to amend the Stock Option Plan subject to shareholder approvaland any required regulatory approval.

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The following table sets forth the aggregate number of Common Shares issuable under Options which areanticipated, as at the date of this prospectus, to be outstanding on completion of the Offering.

Holder of Options

CommonShares UnderOptionsGranted

Exercise Price($/CommonShare) Grant Date Expiration Date

Executive officers and otherofficers as a group (10persons)

1,113,331 5.25 April 28, 2014 April 28, 2019

100,000 5.25 June 26, 2014 June 26, 2019

100,000 5.25 September 22, 2014 September 22,2019

839,997 5.25 March 17, 2015 March 17, 2020

Directors (who are not alsoofficers) as a group (3persons)

210,000 5.25 April 28, 2014 April 28, 2019

180,000 5.25 March 17, 2015 March 17, 2020

Other employees andformer employees as agroup (13 persons)

38,107 5.25 April 28, 2014 April 28, 2019

1,666 5.25 June 26, 2014 June 26, 2019

52,442 5.25 March 17, 2015 March 17, 2020

8,332 5.25 April 8, 2015 April 8, 2020

Total — All Options 2,643,875

Restricted Share Plan

The Board adopted the Restricted Share Plan on January 22, 2013, which has been amended from time to time priorto the most recent ratification and approval of the Restricted Share Plan by the shareholders of the Company on June 25,2015. The Restricted Share Plan provides that RSRs may be granted by the Board or a committee of the Board, whichadministers the Restricted Share Plan, to directors, officers, employees and consultants of the Company as a discretionarypayment in consideration of past or future services to the Company. The Restricted Share Plan is summarized in the tablebelow.

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Key Terms Summary of Restricted Share Plan TermsSecurities Each RSR entitles the holder (an “RSP Participant”) to receive one Common Share,

without payment of additional consideration, at the end of the restricted period or at a laterdeferred date, subject to the attainment of any restrictions, including performanceconditions.

Eligibility Directors, employees and consultants are eligible to participate.

Dividends Dividends are credited as additional RSRs to a holder’s account subject to the same termsand conditions as the initial award.

Restrictions The Board may set restrictions including performance conditions at the time of the grant.

Cessation of Employment In the event of the death or permanent disability (and the Company terminates the RSPParticipant’s employment), the applicable restricted period will be deemed to be over andany Common Shares represented by RSRs will be issued to the RSP Participant or legalpersonal representatives of the RSP Participant subject to the Board determining otherwiseor as otherwise provided by an executive employment agreement between the Companyand an RSP Participant, as applicable.

If the RSP Participant is a director of TMAC, the Restricted Period will be deemed to beover and any Restricted Shares represented by RSRs will be issued to the RSP Participantor legal personal representatives of the RSP Participant subject to the Board determiningotherwise.

In the event of the retirement or termination of an RSP Participant during the applicablerestricted period, any RSRs held by the RSP Participant will immediately terminate and beof no further force or effect, provided that the Compensation Committee of the Board hasthe absolute discretion to waive such termination. In the event of the retirement ortermination of the RSP Participant following the applicable restricted period and prior to alater deferred payment date, the Company will issue one Common Share for each RSRthen held by the RSP Participant.

For executive officers, some terms and conditions may vary based on the terminationelements of their employment agreements.

Deferred payment An RSP Participant may elect, on a one time basis, to defer the receipt of all or any part ofhis or her entitlement to Common Shares under RSRs until one or more deferred paymentdates.

Limitations The total number of Common Shares issuable pursuant to the Restricted Share Plan andthe Stock Option Plan shall not exceed 10% of the Company’s issued and outstandingCommon Shares at the time of the grant. The total number of Common Shares issuable toinsiders of the Company pursuant to the Restricted Share Plan and the Stock Option Planshall not exceed 10% of the Company’s issued and outstanding Common Shares at thetime of the grant. The total number of Common Shares that may be issued pursuant to theRestricted Share Plan and the Stock Option Plan to insiders of the Company within a oneyear period shall not exceed 10% of the Company’s issued and outstanding CommonShares at the time.

Amendments The Board has the right to amend the Restricted Share Plan subject to shareholderapproval and any required regulatory approval.

There are no RSRs anticipated, as at the date of this prospectus, to be outstanding on completion of the Offering.

Lender Warrants

1,900,000 Common Share purchase warrants, with an exercise price per Common Share of $7.50 and a term of fiveyears, subject to acceleration in the event that the trading price per Common Share is higher than $15.00 for 20 consecutivetrading days at any time after the first year of completion of the Debt Facility, are expected to be issued to the Lenders inconnection with the Debt Facility. See “Debt Facility and Interim Facility”.

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PRIOR SALES

The following table summarizes the sales of Common Shares and securities that are convertible or exchangeableinto Common Shares for the 12-month period prior to the date of this prospectus.

Date Issued Type of Security

Common SharesIssued orIssuable

Issuance/ExercisePrice per Common

Share($) Reason for Issuance

June 26, 2014 Option 101,666 5.25 Option grant

September 22,2014

Option 100,000 5.25 Option grant

December 30,2014

Flow-Through Common Share 516,666 6.00 Financing

January 16, 2015 Common Share 7,814,523 5.25 Financing

March 17, 2015 Option 1,072,994 5.25 Option grant

March 30, 2015 Common Share 1,133,333 5.25(1) Consideration pursuantto the FrameworkAgreement

April 8, 2015 Option 8,332 5.25 Option grant

Note:(1) In connection with this issuance of 1,133,333 Common Shares pursuant to the Framework Agreement, the Board determined that the property in

consideration of which such Common Shares were issued had an aggregate fair value that is not less than the aggregate of such per CommonShare amount of $5.25. See “Management’s Discussion and Analysis – Financial Position – Property, plant and equipment” for further details.

SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

To the Company’s knowledge as at the date of this prospectus, the number of securities which are anticipated to beheld following completion of the Offering by directors, executive officers and securityholders holding in excess of 10% ofthe outstanding Common Shares and which are anticipated to be subject to transfer restrictions pursuant to lock-upagreements (excluding the purchase of any Common Shares by any directors and executive officers under the Offering) areset out below:

Class of SecurityNumber of securities subject to

a contractual restriction on transfer

Percentage ofClass After Giving Effect to

the OfferingCommon Shares 54,907,948 (1) 73.9 (2)

Options 2,484,995 (3) 94.0

Notes:(1) The contractual restriction on transfer of these Common Shares pursuant to the lock-up agreements will end on the date that is 180 days following

the Closing Date. The 54,907,948 Common Share amount includes 22,799,999 Common Shares anticipated to be held by Newmont followingcompletion of the Offering. See “Principal Holders of Securities”. Such Common Shares held by Newmont will be subject to certain limitedresale restrictions under the Newmont Investor Rights Agreement following the expiry of the 180 day period under the lock-up agreementanticipated to be entered into by Newmont. See “General Development and Business of the Company – Project Acquisition and Financing”.

(2) On a non-diluted basis and assuming no exercise of the Over-Allotment Option.(3) Value indicated represents the aggregate number of Common Shares under the applicable Options. The contractual restriction on transfer of these

Options and the Common Shares under these Options pursuant to the lock-up agreements will end on the date that is 180 days following theClosing Date.

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PRINCIPAL HOLDERS OF SECURITIES

To the Company’s knowledge, following the completion of the Offering, no person or company will beneficiallyown, or control or direct, directly or indirectly, Common Shares carrying 10% or more of the voting rights attaching to allissued and outstanding Common Shares, except as follows:

Name Designation of Class Type of Ownership

Number as at theDate of thisProspectus

Number AfterGiving Effect tothe Offering(1)

Percentage AfterGiving Effect tothe Offering(1)

RCF Common Shares Registered 20,019,047 27,519,047 37.1(2)Newmont Common Shares Registered 19,133,332 22,799,999 30.7(3)

Notes:(1) Assuming the issuance of 7,500,000 Common Shares to RCF and 3,666,667 Common Shares to Newmont.(2) 34.9% on a fully diluted basis, assuming no exercise of the Over-Allotment Option, no issue of any securities in connection with any Interim

Facility, but assuming the issuance of 1,900,000 Common Share purchase warrants to the Lenders in connection with the Debt Facility. See“Debt Facility and Interim Facility”.

(3) 28.9% on a fully diluted basis, assuming no exercise of the Over-Allotment Option, no issue of any securities in connection with any InterimFacility, but assuming the issuance of 1,900,000 Common Share purchase warrants to the Lenders in connection with the Debt Facility. See“Debt Facility and Interim Facility”.

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DIRECTORS AND EXECUTIVE OFFICERS

To the Company’s knowledge as at the date of this prospectus, following completion of the Offering, its directorsand executive officers as a group (excluding the purchase of any Common Shares by any directors and executive officersunder the Offering) will beneficially own, or control or direct, directly or indirectly, 4,588,902 Common Shares, representingapproximately 6.2% of the outstanding Common Shares on a non-diluted basis following the completion of the Offering (orapproximately 5.9% on a non-diluted basis, assuming the Over-Allotment Option is exercised in full).

Director Profiles

The following profiles set forth information about each director of the Company, each of whom was elected to theBoard at the 2015 Shareholder Meeting. The Company’s directors are elected annually and they are expected to hold officeuntil the Company’s next annual meeting of shareholders.

Andrew B. Adams

Director(independent)(1)

CharteredAccountant (UnitedKingdom),Bachelor of SocialSciences(Accounting andStatistics)

Director since:March 12, 2013

Age: 58

Ontario, Canada

Andrew Adams is a corporate director and has over 28 years of international financial experience in themining industry. He served as Chief Financial Officer of Aber Diamond Corporation from 1999 to 2003and Chief Financial Officer of Anglo Gold North America from 1995 to 1999. From 2004 onwards, hehas served as an independent, non-executive director on several Canadian mineral resource companies,including Uranium One Inc. (“Uranium One”) and Inmet Mining Corporation. Currently he serves as anindependent, non-executive director of First Quantum Minerals Ltd. (“First Quantum”) and Torex GoldResources Inc. (“Torex”). He is the audit committee chair for both companies as well as a member of thecompensation committee and the finance committee for First Quantum and the corporate governance andnominating committee for Torex. Mr. Adams obtained his Bachelor of Social Sciences (Accounting andStatistics) from Southampton University and then qualified as a Chartered Accountant in the UnitedKingdom in 1981.

Key Areas of Expertise/ExperienceGeneral Experience Board and GovernanceFinancial Reporting Corporate Finance

Senior Management Experience Mining OperationsCompensation/Human Resources

2014 Board/CommitteeMembership 2014 Attendance Public Board Membership

Board 7 of 8 87.5%

First QuantumTorex

Audit Committee 4 of 4 100%

Compensation Committee 2 of 2 100%Corporate Governance andNominating Committee 1 of 1 100%

Common Shares held(2):

Common Shares held

Value of Common Sharesheld(3)($)

Share Ownership Policy(4)

Minimum required($) Policy met?

50,000 262,500 150,000 Yes

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João P. S. Carrêlo


Master of BusinessAdministration andBachelor of Science(MiningEngineering)

Director since:June 25, 2015

Age: 55

La Paz, Bolivia

Mr. Carrêlo isRCF’s independentnominee to theBoard.(6)

João Carrêlo is a senior mining executive with 32 years of international experience in the mining, metals,refining and fertilizer industries. His experience includes the management of underground and open pitprojects and operations, with exposure to base metals, gold, platinum, coal, and industrial minerals inpolitically and culturally sensitive environments in Latin America, Europe, India, and Africa. Mr. Carrêlopreviously served as President, CEO and Director of Eco Oro Minerals Corp. from 2012 to April 2014,as well as Executive Vice-President & Chief Operating Officer of Lundin Mining Corporation from 2007to 2012. He is currently a director of First Nickel Inc. (“FNI”). He graduated with a Bachelor of Science(Hons.) in Mining Engineering from the University of Newcastle Upon-Tyne in the United Kingdom in1983 and a Master’s of Business Administration in 2000 from the European Management School in theUnited Kingdom.

Key Areas of Expertise/ExperienceGeneral Experience Senior Management Experience

Mining Development and Construction Mining OperationsSustainability Communications

Compensation/Human Resources


Board n/a n/aFNI

Committees n/a n/a


Common Shares held




nil n/a 150,000 No

Russell L.Cranswick

Director

ProfessionalGeologist,Bachelor of Science(Geology)

Director since:April 28, 2014

Age: 50

Colorado, USA

Mr. Cranswick isRCF’s non-independentnominee to theBoard.(6)

Russ Cranswick is a professional geologist with over 25 years of mining industry experience who is asenior partner and member of the Investment Committee of RCF Funds, a group of mining focusedprivate equity funds. He has held the positions of Vice President, Principal and Partner since joining RCFFunds in 2000. Prior to his time at RCF Funds in Denver, Mr. Cranswick was based in Vancouver andspent four years as a mining analyst with Research Capital Corporation and Brink Hudson & LefeverLtd. and eight years in mineral exploration, the last five years of which were with Kennecott Canada Inc.He is currently a director of FNI of which he is the chair of the human resources and compensationcommittee and a member of the technical committee, and chairman and a director of a private company,Coastal Ventures A/S. Mr. Cranswick holds a Bachelor of Science in Geology from the University ofBritish Columbia.

Key Areas of Expertise/ExperienceGeneral Experience Board and GovernanceCorporate Finance Senior Management ExperienceMineral Exploration Compensation/Human Resources


Board 5 of 5 100%

FNICompensation Committee 1 of 1 100%Corporate Social ResponsibilityCommittee n/a n/a


Common Shares held




nil nil n/a(5) n/a(5)

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Franklin L. Davis


Certified Director,Juris Doctor,Master of BusinessAdministration,Bachelor ofCommerce


Age: 60

Ontario, Canada

Frank Davis has been counsel to the law firm Bennett Jones LLP since February 2013. He was previouslycounsel to the law firm Fraser Milner Casgrain LLP (“FMC”) from January 2011 to February 2012, and priorthereto was a partner of FMC, practicing principally in the areas of securities and capital markets, corporatefinance, mergers and acquisitions, mining and corporate governance. Frank represents various publiccompanies and investment banking firms in public and private offerings of equity and debt securities. He hasacted as counsel to offerors, target companies and financial advisors in both hostile and negotiated merger andacquisition transactions and has been active in a variety of takeover bids, mergers, acquisitions, amalgamations,arrangements and divestitures. Mr. Davis is currently a director of Marret Resource Corp. (“Marret”), ofwhich he is chair of the corporate governance and nominating committee and a member of the audit committee,Malbex Resources Inc. (“Malbex”), of which he is chair of the governance and compensation committee and amember of the audit committee, and Torex, of which he is the chair of the corporate governance andnominating committee and a member of the audit committee and the compensation committee. Mr. Davisholds a Bachelor of Commerce, Master of Business Administration and Juris Doctor from the University ofToronto. He is a certified director, Institute of Corporate Directors, and is included in The Best Lawyers inCanada, The Canadian Legal LEXPERT Directory, Who’s Who Legal: Canada, The International Who’s Whoof Business Lawyers and Canadian Who’s Who.

Key Areas of Expertise/ExperienceGeneral Experience Board and GovernanceCorporate Finance LegalCommunications Compensation/Human Resources


Board 8 of 8 100%

MalbexMarretTorex

Audit Committee 4 of 4 100%

Compensation Committee 2 of 2 100%Corporate Governance andNominating Committee 2 of 2 100%


Common Shares held




53,333 280,000 150,000 Yes

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E. Randall Engel

Director

Master of Science(Finance), andBachelor ofBusinessAdministration


Age: 49

Colorado, USA

Mr. Engel is one ofNewmont’s twonominees to theBoard.(6)

Randy Engel has been Executive Vice President, Strategic Development of Newmont since September2008. From 2007 to 2008 he served as Senior Vice President, Strategy and Corporate Development. Mr.Engel has been with Newmont since 1994 and has served in various capacities in the areas of businessplanning, corporate treasury and human resources. He holds a Master of Science in Finance from theUniversity of Denver, and a Bachelor’s degree in Business Administration from the University ofColorado.

Key Areas of Expertise/ExperienceGeneral Experience Board and GovernanceCorporate Finance Financial Reporting

Mining Development and Construction Senior Management ExperienceCompensation/Human Resources Communications


Board 7 of 8 87.5%

NoneCompensation Committee 0 of 1 0%Safety, Health and EnvironmentalAffairs Committee 2 of 2 100%


Common Shares held





David R. Faley

Director

Bachelor of Arts(Geography andLand Studies)


Age: 54

Colorado, USA

Mr. Faley is one ofNewmont’s twonominees to theBoard.(6)

David Faley has been Vice President, Corporate Development of Newmont since July 2007. Hepreviously served as Group Executive, Newmont Capital from July 2004 to June 2007 and VicePresident, Newmont Capital-Australia from 2003 to 2004. Mr. Faley was Director, Land for Newmontfrom 1996 to 2003, and Manager of Lands, U.S. from 1993 to 1996. Prior to joining Newmont in 1988,Mr. Faley held various managerial positions at W. E. Mays & Associates, a consulting land firm since1983. Mr. Faley graduated from the William O. Douglas Honor’s College at Central WashingtonUniversity, with a Bachelor of Arts degree in geography and land studies.

Key Areas of Expertise/ExperienceGeneral Experience Corporate Finance

Senior Management Experience LegalMineral Exploration SustainabilityCommunications


Board 7 of 8 87.5%

NoneCorporate Social ResponsibilityCommittee 1 of 1 100%

Safety, Health and EnvironmentalAffairs Committee 3 of 3 100%


Common Shares held





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Catharine E. G.Farrow

Director and ChiefExecutive Officer

Doctor ofPhilosophy (EarthSciences), Masterof Science(Geology) andBachelor of Science(Geology)


Age: 50

Ontario, Canada

Catharine Farrow is a professional geoscientist with more than 20 years of mining industry experiencewho joined the Company in January 2013 as Chief Executive Officer and became a director on March12, 2013. Until joining the Company, she was Chief Operating Officer of KGHM, formerly QUX, the

Ms. Farrow was Chief Technology Officer at QUX until early 2012, and before that held roles ofincreasing responsibility at FNX, and after the merger between FNX and Quadra in 2010, includingsenior executive roles in exploration, project evaluation, technical services and corporate development.Prior to joining FNX in 2003, she was with Inco Ltd. (“Inco”) from 1996 to 2003 and the OntarioGeological Survey from 1993 to 1996. She is a member of the board of directors of Franco NevadaCorporation (“Franco Nevada”), the Prospectors and Developers Association of Canada (“PDAC”) andthe Canadian Breast Cancer Society – Ontario Region. Ms. Farrow is also an Adjunct Professor atLaurentian University and a member of several professional organizations. She obtained her Bachelor ofScience (Hons) in Geology from Mount Allison University, her Master of Science in Geology fromAcadia University, and her Doctor of Philosophy in Earth Sciences from Carleton University in Ottawa,Canada.

Key Areas of Expertise/ExperienceGeneral Experience Senior Management ExperienceMineral Exploration Mining Development and ConstructionMining Operations SustainabilityCommunications


Board 8 of 8 100%

Franco NevadaCorporate Social ResponsibilityCommittee 1 of 1 100%



Common Shares held




700,000 3,675,000 900,000 Yes

John W. Lydall

Lead Director(independent)(1)

Master of BusinessAdministration andBachelor of Science(MiningEngineering)


Age: 70

Ontario, Canada

John Lydall is a mining engineer who retired in 2003 as Managing Director of the Mining InvestmentGroup at National Bank Financial. Prior to that, he held various positions at National Bank Financial andits predecessor, First Marathon Securities. In recent years, he has served on the boards of severalCanadian-based mining companies, including FNX, QUX, Dundee Precious Metals Inc. and BaffinlandIron Mines Corporation. In addition, Mr. Lydall has served on the board of several professional and not-for-profit organizations. He graduated with a Bachelor of Science (Hons.) in Mining Engineering fromNottingham University, UK, in 1966 and a Master’s of Business Administration from Cranfield Schoolof Management, UK, in 1974.


Senior Management Experience LegalMining Operations

2014 Board/CommitteeMembership 2014 Attendance Public Board Memberships

Board 8 of 8 100%

NoneAudit Committee 4 of 4 100%Corporate Governance andNominating Committee 2 of 2 100%

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Common Shares held




48,999 257,250 150,000 Yes

A. TerranceMacGibbon

ExecutiveChairman

ProfessionalGeologist, CertifiedDirector, Bachelorof Science(Geology)

Director since:October 30, 2012

Age: 68

Ontario, Canada

Terry MacGibbon is a registered professional geologist and a certified director, Institute of CorporateDirectors, with over 45 years of experience in the mining business. Mr. MacGibbon graduated with aB.Sc. (Hons.) in Geology from St. Francis Xavier University. Prior to 1997, he was employed for 30years with Inco, culminating in him being responsible for directing Inco’s North American andworldwide exploration activities. Mr. MacGibbon is founder and was the Chairman and Chief ExecutiveOfficer of FNX from 1997 to 2010. Mr. MacGibbon and his team built FNX from a junior explorationcompany into a mid-tier, multi-billion dollar, diversified Canadian mining company that produced nickel,copper, and precious metals from its mineral properties in Sudbury Basin mining camp, Ontario, Canada.In 2010, FNX merged with Quadra to form QUX and from May 2010 to March 2012, he was the

is a co-founder and since 2006 the Chairman of INV Metals Inc. (“INV”), a junior resources companyexploring and developing the Loma Larga gold project in Ecuador. Mr. MacGibbon is a co-founder ofTorex and since 2010 a director and the Chairman of Torex. Torex is a Canadian-based resourcecompany developing the Morelos Gold project in Mexico into a mid-tier gold producer. He is the founderand since December 2012 the Executive Chairman of the Company. In 2005, Mr. MacGibbon wasawarded the prestigious PDAC’s Developer of the Year award and in 2005 Ernst and Young honouredMr. MacGibbon for FNX’s successes with an Entrepreneur of the Year award. He has held directorshipsand senior executive positions in several TSX and TSX Venture Exchange listed mining companies andis currently a director of the following TSX listed companies: Torex, INV and Malbex.


Senior Management Experience LegalMineral Exploration Mining OperationsSustainability Communications

Compensation/Human Resources


Board 8 of 8 100%

INVMalbexTorex

Corporate Social ResponsibilityCommittee 1 of 1 100%

Corporate Governance andNominating Committee 1 of 1 100%



Common Shares held




2,456,419 12,896,203 675,000 Yes

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Notes:(1) “Independent” means the individual meets the standards of independence under NI 52-110.(2) “Common Shares held” refers to the number of Common Shares beneficially owned, controlled or directed, directly or indirectly, by the director

as at the date hereof. The number of Common Shares held by each director is in each case based on information provided by such individual.(3) Calculated by multiplying the total number of Common Shares held by $5.25, the estimated price per Common Share as of December 31, 2014.(4) For a discussion of the Company’s Share Ownership Policy, see “Director and Executive Compensation – Compensation Committee – Share

Ownership Policy”.(5) Messrs. Cranswick, Engel and Faley are not compensated for acting as directors. The Company’s Share Ownership Policy does not presently

require them to acquire any Common Shares.(6) For additional information concerning the director nomination rights held by RCF and Newmont pursuant to the RCF 2014 Subscription

Agreement and the Newmont Investor Rights Agreement respectively, see “General Development and Business of the Company – ProjectAcquisition and Financing”.

Executive Officer Biographies

The following are biographies of the Company’s executive officers:

A. Terrance MacGibbon (Age 68) – Director and Executive Chairman

Please see Mr. MacGibbon’s biography under “Directors and Executive Officers – Director Profiles”.

Catharine E. G. Farrow (Age 50) – Director and Chief Executive Officer

Please see Ms. Farrow’s biography under “Directors and Executive Officers – Director Profiles”.

Gordon G. Morrison (Age 67) – President and Chief Technology Officer

Gord Morrison has 44 years of experience in the mining industry, ranging from leading successful explorationteams, through development and operations in both underground and large-scale, open pit environments. Mr. Morrison joinedthe Company on January 1, 2013 as President and Chief Technology Officer. He has built and led teams responsible for thediscovery of 13 major polymetallic and precious metal deposits, six of which are producing mines, and four of which are atthe feasibility stage. The cumulative, in-situ worth of the discoveries is approximately $40 billion, at current metal prices.Mr. Morrison is an acknowledged expert in the geology and exploration of the Sudbury Complex, and has worldwideexperience in the exploration for copper, nickel and precious metals. Prior to joining the Company, he was Chief Technology

multiple executive roles with QUX including Executive VP Geoscience and Exploration following the merger of FNX withQuadra in 2010. Mr. Morrison played an integral part in building FNX, joining the company in 2002 where he held thepositions of VP Exploration and VP Corporate Development. He began his professional career as an underground gradecontrol geologist with Inco and held positions of increasing responsibility over a 32-year period in which he was part of, ordirected, exploration teams covering an international spectrum, as well as a Canadian component that included NorthernLabrador. Mr. Morrison holds a Bachelor of Science degree, Geology from Queen’s University.

Mr. Morrison resides in Ontario, Canada.

Ronald P. Gagel (Age 59) – Executive Vice President and Chief Financial Officer

Ron Gagel is a chartered professional accountant with more than 32 years of professional experience, the last 27 ofwhich have been in the mining sector. In January 2013, he became the Executive Vice President and Chief Financial Officerof the Company. Mr. Gagel is a director of Adriana Resources Inc., Dalradian Resources Inc. and Stonegate Agricom Ltd. Hehas also been a director of other public companies including HudBay Minerals Inc., Central Sun Mining Inc. (now part ofB2Gold Corp.) and FNX. Mr. Gagel joined FNX in 2005 as Vice President and Chief Financial Officer and became SeniorVice President and Chief Financial Officer in 2006, a position he held until the merger of FNX with Quadra in May 2010. Inaddition, he was Chief Financial Offier of INV and facilitated the company’s transition from a private mining venture to apublic company via an initial public offering in 2006. He had previously joined Aur Resources Inc. (“Aur”) in 1988, holdingroles of increasing responsibility including Vice President and Chief Financial Officer from 1999 to December 2004. Mr.Gagel retired as a director of the PDAC in 2015 after serving on the board for 18 years. He is the 2013 recipient of thePDAC’s Distinguished Service Award for his outstanding contribution to the mineral industry in the field of finance and forhis contributions to the PDAC. He has been the Chairman of a CPA Canada PDAC IFRS committee that produces viewpointson IFRS accounting issues for the mining industry since its inception in 2011. Mr. Gagel received his C.A. designation in1981 with Coopers & Lybrand (now PricewaterhouseCoopers) and holds a Bachelor of Commerce, (Hons.) BusinessAdministration from the University of Windsor and a Bachelor of Science, (Hons.) Zoology from the University of WesternOntario.

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Mr. Gagel resides in Ontario, Canada.

Julia Micks (Age 52) – Executive Vice President, Human Resources

Julia Micks has over 26 years of experience in the field of Human Resources and brings over 19 years’ experiencewithin the mining industry. Ms. Micks joined the Company in April 2013 as Executive Vice President, Human Resources.Prior to joining the Company, she was Executive Vice President, Human Resources of KGHM. Ms. Micks joined FNX in2006 as the Director of Human Resources and upon the merger of FNX with Quadra in 2010, she was promoted to VicePresident, Human Resources. She had worked at Aur from 1996 to 2006 as Manager, Human Resources and previouslyworked as a Consultant with Mercer Human Resources Consulting from 1994 to 1996. Ms. Micks administered the Canadianand United States pension and benefit plans for the Cineplex Odeon Corporation during her employment from 1989 to 1994and she began her career with Prudential where she gained experience in the group benefits and investment servicesdivisions. Ms. Micks holds a Bachelor of Arts and a Certificate in Business from the University of Toronto.

Ms. Micks resides in Ontario, Canada.

David King (Age 47) – Vice President, Exploration and Geoscience

Dave King is a registered professional geologist with more than 17 years of professional experience, focused onboth mining exploration and production. Mr. King joined the Company in May 2013 as Vice President, Exploration andGeoscience. Prior to joining the Company, he was the Senior Manager, Geoscience and Mineral Resources of KGHM. Mr.King joined FNX in 2002, where he held positions of increasing responsibility and was promoted to Senior Manager,Geoscience and Mineral Resources subsequent to the merger of FNX with Quadra in 2010. He had previously joinedNoranda Inc. in 1996 as a Project Geologist on various exploration projects throughout North and South America. Mr. Kingreceived a Bachelor of Science, Geology and a Masters of Science, Geology from Lakehead University.

Mr. King resides in Ontario, Canada.

M. John Roberts (Age 62) – Vice President, Environmental Affairs

John Roberts has over 35 years of experience dealing with environmental affairs and brings over 30 years in thenatural resources industry and joined the Company in June 2014. Prior to joining the Company, Mr. Roberts was VicePresident, Environmental Affairs for Aurora Energy Resources Inc. from May 2007 to April 2012 where his role includedenvironmental and social license acquisition for a major uranium project in Labrador. He was the Director, Environment,Energy and Transportation Research for the Conference Board of Canada from 2004 to 2007 and was responsible for leadingresearch into energy and environment, including climate change adaptation and possible improvements to the environmentalassessment process. Mr. Roberts joined the Noranda Group of companies in 1988, holding jobs of increasing responsibilityand worked on technical, policy and governmental relations in the mining, manufacturing and forestry businesses. Projectsincluded the Tundra project in the Northwest Territories, the Tally Pond environmental assessment in Newfoundland andLabrador and projects in Ontario. He was promoted to Vice President, Environment at Noranda Forest in 1993 where he wasresponsible for corporate environmental policy and management issues as well as national and international corporateactivities. He spent his first 10 years with environmental consultancies working on the environmental aspects of themanufacturing, forestry and mining industries. Mr. Roberts has been a founding member and leader in several resource andenvironment industry associations including the Alliance for Environmental Technology, a partnership of forest productscompanies and chemical suppliers and the Excel Partnership, a unique Canadian organization of companies with leadingenvironmental practices and served as chair of both organizations. Mr. Roberts is a member of the board of directors ofPollution Probe. He obtained his Bachelor of Civil Engineering from Memorial University and his Masters of Science inEnvironmental Engineering from McMaster University.

Mr. Roberts resides in Ontario, Canada.

Maarten Theunissen (Age 35) – Vice President, Finance

Maarten Theunissen joined the Company as Vice President, Finance in May 2013 from Uranium One. Mr.Theunissen joined Uranium One in 2006 and held increasing roles of responsibility including Finance Manager, Controller,Vice President, Finance and Senior Vice President, Finance. He began his professional career with KPMG and held theposition of Manager in the Energy and Natural Resources department. Mr. Theunissen received his South African Chartered

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Accountant designation in 2005 with KPMG and holds a Bachelor of Commerce, (Hons.) Accounting from the University ofJohannesburg.

Mr. Theunissen resides in Ontario, Canada.

Floyd Varley (Age 56) – Vice President, Operations

Floyd Varley has 35 years of experience in the mining industry, primarily in underground mine operationsmanagement and engineering in Canada and the United States. Mr. Varley has led operations teams in the turnaround ofaging operations to return them to productive and economic operation. He also managed the startup of a remote poly-metallicmining operation in Canada’s Yukon Territory. Mr. Varley joined the Company as Vice President, Operations in September2014. Prior to joining the Company, from 2011, he was Vice President, Operations and Mine General Manager of YukonZinc Corporation’s Wolverine mine. In addition to his mine operations experience, as Branch Chief of the Office of MineSafety & Health Research from 2007 to 2011, Mr. Varley led diverse technical teams in risk management, ventilation, groundcontrol and fire prevention research for the National Institute of Occupational Health and Safety assisting metal and coalmines in the United States. He began his career as an underground miner and advanced to operations management in poly-metallic, copper, uranium, salt and coal mines. Mr. Varley holds a Bachelor of Science degree in Mining Engineering fromthe Colorado School of Mines.

Mr. Varley resides in Ontario, Canada.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the Company’s directors or executive officers is, as at the date hereof, or was within 10 years before thedate hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that (a) wassubject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to anyexemption under securities legislation, that was in effect for a period or more than 30 consecutive days (an “Order”) that wasissued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financialofficer of such issuer, or (b) was subject to an Order that was issued after the director or executive officer ceased to be adirector, chief executive officer or chief financial officer and which resulted from an event that occurred while that personwas acting in the capacity as director, chief executive officer or chief financial officer.

Other than as described to follow, none of the Company’s directors or executive officers, nor, to its knowledge, anyshareholder holding a sufficient number of its securities to affect materially the control of the Company (a) is, as at the datehereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including theCompany) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity,became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or institutedany proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to holdits assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislationrelating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise withcreditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer orshareholder. Andrew Adams was a director of Tahera Diamond Corporation (“Tahera”), a company listed on the TSX at thetime it sought protection under the Companies’ Creditors Arrangement Act (the “CCAA”) in January 2008 and whichsuspended operations in February 2008. Subsequent to such events, Tahera sold its tax assets to Ag Growth International andcertain properties, including the Jericho diamond mine, to Shear Minerals Ltd. Tahera was delisted from the TSX inNovember 2009. Additionally, Mr. Gagel was a director of Strategic Resource Acquisition Corporation (as the appointee ofFNX) from March 2008 to August 2008, which sought bankruptcy protection under the CCAA in January 2009 and whichemerged from CCAA protection in August 2009.

None of the Company’s directors or executive officers, nor, to its knowledge, any shareholder holding a sufficientnumber of its securities to affect materially the control of the Company, has been subject to (a) any penalties or sanctionsimposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlementagreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory bodythat would likely be considered important to a reasonable investor in making an investment decision.

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Conflicts of Interest

To the best of the Company’s knowledge, there are no existing or potential material conflicts of interest between theCompany and any of its directors or officers as of the date hereof. However, certain of the Company’s directors and officersare, or may become, directors or officers of other companies with businesses which may conflict with its business.Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or ingenerally acting on the Company’s behalf. See also “Risk Factors – Risks Related to the Company and to MineralExploration and Development – RCF and Newmont exercise significant control over the Company”.

Pursuant to the OBCA, directors and officers of the Company are required to act honestly and in good faith with aview to the best interests of the Company. Additionally, the OBCA provides that if a director or an officer is a party to amaterial contract or transaction or proposed material contract or transaction with the Company or is a director or an officer of,or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract ortransaction with the Company, the director or officer shall disclose his or her interest in such contract or transaction and, inthe case of a director, shall not attend any part of a meeting of directors during which the contract or transaction is discussedand shall refrain from voting on any resolution to approve the contract or transaction unless otherwise provided by theOBCA.

Generally, as a matter of practice, directors who have disclosed a material interest in any contract or transaction thatthe Board is considering will not take part in any board discussion respecting that contract or transaction. If on occasion suchdirectors do participate in the discussions, they will refrain from voting on any matters relating to matters in which they havedisclosed a material interest. In appropriate cases, the Company will establish a special committee of independent directors toreview a matter in which directors or officers may have a conflict.

See “Statement on Corporate Governance – Ethical Business Conduct” for the steps taken by the Company inmonitoring compliance with the Code. See also “Risk Factors – Risks Related to the Company and to Mineral Explorationand Development – Conflicts of interest could result in suboptimal decisions being made by the Company”.

Indebtedness of Directors and Executive Officers

None of the directors, executive officers or employees of the Company or former directors, executive officers oremployees of the Company had any indebtedness outstanding to the Company as at the date hereof and no indebtedness ofthese individuals to another entity is the subject of a guarantee, support agreement, letter of credit or other similararrangement or understanding provided by the Company as at the date hereof. Additionally, no individual who is, or at anytime during the Company’s last financial year was, a director or executive officer of the Company, proposed managementnominee for director of the Company or associate of any such director, executive officer or proposed nominee is as at the datehereof indebted to the Company or to another entity where the indebtedness to such other entity is the subject of a guarantee,support agreement, letter of credit or other similar arrangement or understanding provided by the Company, includingindebtedness for security purchase or any other programs.

Directors’ and Officers’ Liability Insurance and Indemnification

The By-Laws of the Company provide for the indemnification of each director and officer against all costs, chargesand expenses reasonably incurred by him or her in respect of any action or proceeding to which he or she is made a party byreason of being a director or officer of the Company, subject to the limitations contained in the By-Laws and in the OBCA.Further, each director and officer is provided with an indemnity agreement consistent with the By-Law provisions.

In 2014, the Company renewed its directors’ and officers’ liability insurance policies for the period from July 1,2014 to May 31, 2015, with coverage in the amount of up to $20,000,000 at an annual premium of $25,147, the full amountof which was paid by the Company. The policies have been extended to June 30, 2015 on the same terms that existed duringMay 2015. There is no deductible in the case of directors and officers but a deductible of $25,000 for the Company. Thepolicies contain standard industry exclusions and no claims have been made to date.

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DIRECTOR AND EXECUTIVE COMPENSATION

Executive Summary

The Company has adopted a pay-for-performance philosophy with performance measured against specificdeliverables tied to its business strategy. The Company’s total rewards program contains a variety of elements to compensateindividuals for their time, talent, efforts and results.

The objectives of the Company’s total rewards program are:

to attract, motivate and retain talented directors and officers;

to align the interests of directors and officers with the Company’s shareholders; and

to ensure the relationship of corporate and individual performance to individual compensation.

In general, compensation of the Company’s officers and directors is overseen by the Compensation Committee, whomakes recommendations to the Board in certain instances.

Compensation Committee

Responsibilities of the Compensation Committee

The Compensation Committee has been established to assist the Board in fulfilling its responsibilities forcompensation matters including the Company’s compensation policies and practices. The Compensation Committee isresponsible for ensuring that the Company’s compensation is competitive and fair, and its responsibilities include:

reviewing the position descriptions and goals and objectives of the Executive Chairman, the Chief ExecutiveOfficer, the President and Chief Technology Officer, the Executive Vice President and Chief Financial Officer(collectively the “Share Ownership Officers”);

considering the performance of each Share Ownership Officer following the completion of each financial year; and

making recommendations concerning the remuneration of directors.

The Company’s compensation is monitored on an annual basis by the Compensation Committee and modified asrequired in order to ensure that the Company maintains a competitive position in the mining industry and appropriatelyrecognizes growth and change within the organization.

The Compensation Committee is comprised of Messrs. Adams (independent), Davis (independent) and Cranswick(non-independent). Each of the members of the Compensation Committee has business experience which is relevant to theirwork on the committee, and serve on compensation committees of other public Canadian corporations. By virtue of theirdiffering professional backgrounds, business experience, knowledge of the Company’s industry, service on compensationcommittees of other issuers, knowledge of corporate governance practices and, where appropriate, experience interactingwith external consultants and advisors, the members of the Compensation Committee are able to make decisions on thesuitability of the Company’s compensation policies and practices.

A copy of the Compensation Committee’s mandate is available on the Company’s website atwww.tmacresources.com.

Independent Advice

The Compensation Committee has the authority to obtain independent advice from third parties but has so fardetermined such assistance has not been desirable given the state of development of the Company.

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Managing Compensation Risk

The Compensation Committee and the Board have incorporated the following in the total rewards program that areintended to ensure that executives are compensated fairly and in a manner that does not cause undue risk or encourageexcessive risk-taking.

The Compensation Committee reviews and recommends the base remuneration of all executives, and the bonuses orother awards for executives (including NEOs) to the Board for the Board’s review and approval.

Executive compensation is reviewed annually and industry benchmarking is used to assess competitiveness andappropriateness.

The annual incentive compensation incorporates both quantitative and qualitative measures that are aligned with thebusiness plan approved by the Board.

A significant portion of the compensation package is focused on long term performance with long term incentivesthat incorporate time vesting.

Share ownership requirements for Compensated Directors (as hereinafter defined) and Share Ownership Officers aremandatory.

A consistent compensation structure is applied to the Company’s officers and all other employees.

In addition, the Company has a number of policies to encourage a strong governance culture including the Code, theWhistleblower Policy and the Anti-bribery and Anti-corruption Policy. As well, the Company’s corporate values of respect,integrity, passion, initiative, learn and adjust, teamwork, fun, growth and results, are the basis of the Company’s culture andguide the behaviour of its directors, officers and other employees.

Comparator Group

The Compensation Committee assesses the composition of the comparator group for the purpose of benchmarkingdirector and executive compensation and practices as part of its annual compensation practices. The comparator groupcomprises mining companies which are at a similar stage of development as the Company. Following the CompensationCommittee’s annual review earlier this year, the following comparator group was approved by the Board for 2015.

Asanko Gold Inc. Pretium Resources Inc.

Continental Gold Limited Romarco Minerals Inc.

Dalradian Resources Inc. Roxgold Inc.

Guyana Goldfields Inc. Rubicon Minerals Corporation

Lydian International Limited Sabina Gold & Silver Corp.

The Company’s management assisted the Compensation Committee in gathering information, compensationmethodology and compensation trends.

Share Ownership Policy

The Company established the Share Ownership Policy for the directors of the Company who are compensated intheir capacity as a director of the Company (collectively the “Compensated Directors”) and the Share Ownership Officers.The policy is designed to align the interests of those subject to the policy with the long-term interests of the Company’sshareholders. Each Share Ownership Officer is required to hold Common Shares having an aggregate value of at least threetimes his or her annual base salary as of the date of becoming a Share Ownership Officer. Each Compensated Director isrequired to hold Common Shares having an aggregate value of at least three times the value of the annual base cash retainerpaid to the director as of the date of such individual becoming a Compensated Director. The required level of ownership ofCommon Shares for Share Ownership Officers and Compensated Directors, as applicable, is referred to as the "Relevant

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Threshold". Messrs. Cranswick, Engel and Faley are not compensated for acting as directors by virtue of their relationship asnominees of certain shareholders. Consequently, the Share Ownership Policy does not require these directors to holdCommon Shares. Compensated Directors and Share Ownership Officers are deemed to have satisfied the applicable ShareOwnership Policy following the date on which either of the following values exceeds the Relevant Threshold:

(i) the aggregate price paid for the Common Shares held by the Compensated Director or Share Ownership Officer; or

(ii) the fair market value of the Common Shares held by the Compensated Director or Share Ownership Officer.

Compensated Directors and Share Ownership Officers are required to comply with the policy requirements by thelater of the fifth anniversary of: (a) such individual’s date of hire, appointment or election; (b) the date the Company becomesa reporting issuer; or (c) the date on which a director who was not previously a Compensated Director first becomes aCompensated Director. As of the date of this prospectus, all Share Ownership Officers and Compensated Directors, otherthan João Carrêlo, who was elected to the Board on June 25, 2015, have complied with the Share Ownership Policy.

Once the applicable ownership guideline is deemed to have been satisfied, the Compensated Director or ShareOwnership Officer shall be deemed to meet the applicable ownership guideline on an on-going basis, provided that suchCompensated Director or Share Ownership Officer does not dispose of Common Shares which causes such individual to failto meet the Relevant Threshold immediately following such disposition based on the Common Shares then held or deemed tobe held by such individual.

For further information relating to the level of Common Share ownership for Compensated Directors, please see“Directors and Executive Officers”.

Director Compensation

The Company’s compensation philosophy and objective is to provide competitive compensation to attract and retaintalented and experienced directors. The Company aims to provide compensation that is appropriate based on the directors’responsibilities, time commitment and experience. Furthermore, the Share Ownership Policy applicable to CompensatedDirectors serves to help align the interests of such directors with those of the Company’s shareholders. Directorcompensation is reviewed annually by the Compensation Committee.

Each Compensated Director is entitled to receive a base annual retainer and fees for attendance at Board and Boardcommittee meetings. In addition, Compensated Directors receive an additional cash retainer for service as a lead director orcommittee chair.

Messrs. Cranswick, Engel and Faley are not independent directors by virtue of their relationship as nominees ofcertain shareholders and do not receive compensation for their service as directors. As employees of the Company, Mr.MacGibbon and Ms. Farrow do not receive compensation for their service as directors and their compensation information ispresented in the section relating to executive compensation below.

Benchmarking

A review of director compensation of the Company’s comparator group was conducted by the CompensationCommittee to assist with the establishment of competitive pay for the Compensated Directors. In performing the review, theCompensation Committee relied upon data from publicly filed management information circulars of the companiescomprising the Company’s comparator group. Please see “Director and Executive Compensation – Compensation Committee– Comparator Group”, above.

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Director Fees

The table below sets out the retainers and Board and committee meeting fees for the current financial year endingDecember 31, 2015.

Fee ComponentFees(1)($)

Base Annual Retainer 50,000Additional Annual Cash Retainers:

Lead Director 25,000Committee Chairs 15,000

Meeting Fees:Per Board Meeting 1,000Per Committee Meeting 1,000

Note:(1) Messrs. Cranswick, Engel, Faley and MacGibbon, together with Ms. Farrow, do not receive compensation for their service as directors.

Executive Compensation

Named Executive Officers

The Company has five NEOs: A. Terrance MacGibbon (Executive Chairman), Catharine Farrow (Chief ExecutiveOfficer), Gordon Morrison (President and Chief Technology Officer), Ronald Gagel (Executive Vice President and ChiefFinancial Officer) and Julia Micks (Executive Vice President, Human Resources).

Compensation Philosophy

The Company’s total rewards program is designed to attract, motivate and retain talented individuals by providingcompetitive compensation and benefits and rewarding executives for the achievement of business results while aligning theinterests of executives with the Company’s shareholders. The Company believes that its compensation practices are linked toits business strategy and performance. The Company establishes annual key performance indicators (“KPIs”) at a corporatelevel based on its business strategy. These KPIs cascade throughout the Company, are assessed annually and are used todetermine certain compensation payments.

The Company’s total rewards program includes base salary, annual short-term incentives (“STIP”), long-termincentives (“LTIP”) and other benefits. LTIP are equity based and designed to align executives’ interests with those of theCompany’s shareholders and provide executives with an opportunity to participate in the Company’s performance. Furtherinformation on the compensation and benefits aspects of the Company’s total rewards program, please see “Director andExecutive Compensation – Executive Compensation – Elements of Executive Total Rewards”, below.

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Elements of Executive Total Rewards

Each of the following elements are discussed in detail in the following sections.

Benefits Form Performance Period Design Objective

Fixed

Compensation Base salary Cash One year Rewards for fulfilling day

to day responsibilities

AtRiskCompensation

Short-term incentive Cash One year Rewards for theachievement of annualcorporate and individual

goals

Long-term incentive Options Five years, with 1/3 vestingupon the date of grant, 1/3vesting upon the first

anniversary of the date ofgrant and 1/3 vesting uponthe second anniversary of

the date of grant

Rewards achievement ofcreating long-term valuefor the Company’sshareholders

RSRs Dependent upon the termsset by the Board

IndirectCompensation

Other benefits Life insurance

Health benefits

Dental benefits

Employee and FamilyAssistance Plan

RRSP contributions

Ongoing Provides marketcompetitive benefits

Base Salary

Base salaries are reviewed annually to ensure they reflect the individual’s expertise and performance in fulfillingtheir role and responsibilities, internal equity and market competitiveness. An executive’s base salary may be below or abovethe median for the position depending on a number of factors including experience, market competitiveness, performance,retention and the recommendation of the Executive Chairman and the Chief Executive Officer.

The base salaries for the Company’s NEOs for the financial year ending December 31, 2015 are: (i) for Mr.MacGibbon, $258,750; (ii) for Ms. Farrow, $388,125; (iii) for Mr. Morrison, $320,850; (iv) for Mr. Gagel, $320,850; and (v)for Ms. Micks, $284,625. Such base salaries are substantially in line with the base salaries for the Company’s NEOs for thefinancial year ended December 31, 2014, which were: (i) for Mr. MacGibbon, $250,000; (ii) for Ms. Farrow, $375,000; (iii)for Mr. Morrison, $310,000; (iv) for Mr. Gagel, $310,000; and (v) for Ms. Micks, $275,000.

Short-Term Incentives

STIP awards are variable annual cash compensation paid to executives based on the achievement of specific KPIsestablished for both the Company and each individual executive for a given financial year. These KPIs represent challengingbut achievable objectives that are consistent with the Company’s strategic goals and may be exceeded, resulting in scores inexcess of 100% for such KPIs. The Compensation Committee is responsible for reviewing and recommending to the Boardthe KPIs used to assess the performance of the executive team.

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Target awards are expressed as a percentage of the executive’s base salary and determined based on the executive’srole, experience, market competitiveness and compensation components. The STIP award paid in any particular year relatesto the performance and results for the previous year. The following table summarizes the STIP targets and anticipated 2015performance weightings for the Company’s NEOs.

Name Target as % of Base Salary 2015 Performance WeightingsExecutive Chairman 60% 80% corporate/20% individual KPIsCEO 60% 70% corporate/30% individual KPIsAll other NEOs 50% 50% corporate/50% individual KPIs

The Board approves all bonus payments, including STIP awards.

Long-Term Incentives – Stock Option and Restricted Share Plans

The Company’s long-term incentive plans are comprised of the Stock Option Plan and the Restricted Share Plan.These long-term incentive plans provide officers, other employees and Compensated Directors with a variable incentive thatrewards individual performance and commitment and aligns the recipient’s interests with those of the Company’sshareholders by linking such compensation with share price performance.

Awards are recommended by the Compensation Committee and approved by the Board based on the executive’stotal target compensation relative to his/her peers and the level within the organization.

During 2015, the following options were granted to NEOs:

NameCommon Shares Under Options

GrantedA. Terrance MacGibbon 155,000Catharine Farrow 155,000Gordon Morrison 95,000Ronald Gagel 95,000Julia Micks 66,666

See “Options to Purchase Securities” for summaries of the terms of the Stock Option Plan and the Restricted SharePlan.

Other Benefits

The Company pays the premium costs for employee life insurance, medical and dental benefits and matches theexecutive’s contributions to an RRSP, up to a maximum of 5% of base salary, and subject to the maximum contribution limitset by the Canada Revenue Agency. The Company does not have a company-sponsored pension plan.

Termination and Change of Control Benefits

The Company has entered into employment agreements with, among others, each of its NEOs that set out the termsand conditions of their employment as well as entitlements should the Company terminate their employment other than forcause.

The agreements include termination provisions for several scenarios including a “Change of Control” (as describedbelow). The following table summarizes the compensation that would be payable to each NEO should their employment withthe Company be terminated.

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Termination Payment TriggerFollowingDisability

Terminationwithout Cause

Following a Change ofControl

Base Salary Nil 12 months’ base salary plusthree months’ base salary foreach 12 months of serviceafter the date of theemployment agreement to acombined maximum of 24months

2x annual base salary

STIP 1x the STIP received in themost recently completed year

An amount equal to 12months’ STIP plus threemonths’ STIP for each 12months of service after thedate of the employmentagreement to a combinedmaximum of 24 months’STIP; STIP is the average ofthe STIP paid for the last twocompleted calendar years

2x average STIP over mostrecent 2 years

LTIP All unvested entitlementscontinue to vest and beexercisable as provided for inthe applicable plan

Unvested entitlementscontinue to vest 90 daysfollowing notice oftermination and, in addition,all entitlements that vestedprior to notice of terminationwill remain exercisable in thesame manner and on the sameterms that existed prior to thenotice of termination for aperiod of one year followingnotice of termination

All Options and RSRs vestimmediately upon the Changeof Control and remainexercisable for the balance oftheir original termsnotwithstanding any vestingprovisions to which suchsecurities may have otherwisebeen subject.

Benefits Payments continue inaccordance with the terms ofthe benefits contract

Payments continue until theearlier of the period of timecalculated for the payment ofbase salary or newemployment

Payments continue until theearlier of two years or newemployment

The Company’s employment agreements with its NEOs define a “Change of Control” as:

(i) a consolidation, amalgamation, arrangement or other reorganization or acquisition involving the Company, as aresult of which the holders of voting securities of the Company prior to the completion of the transaction hold lessthan 40% of the votes attached to the outstanding voting securities of the successor company or parent of theCompany;

(ii) a resolution is adopted by the Company’s shareholders to wind up or liquidate the Company;

(iii) any person or group of persons acting jointly or in concert acquires voting securities of the Company that entitlesuch acquiror to vote 40% or more of the votes attached to the Company’s outstanding voting securities, providedthat if Newmont holds voting securities that entitle Newmont to vote at least 40% of the votes attached to theCompany’s outstanding voting securities immediately prior to the acquisition, and Newmont is the acquiror, theacquisition must provide Newmont and any persons acting jointly or in concert with Newmont with voting securitiesof the Company that entitle Newmont to vote 50% or more of the votes attached to the Company’s outstandingvoting securities;

(iv) any person or group of persons acting jointly or in concert succeed in having a sufficient number of its nomineeselected to the Board such that such nominees, plus any existing nominee of such person or group, constitute themajority of the Board; or

(v) the Board adopts a resolution that a Change of Control has occurred or is imminent.

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In the event of a Change of Control of the Company, the terms and conditions would only apply if the employmentof the NEO is terminated within the 12-month period immediately following the date of the Change of Control by theCompany for any reason other than just cause or disability or in the event that “Good Reason” (as defined in the employmentagreements) occurs and the NEO elects to terminate his or her employment.

The agreements also contain non-solicitation, non-competition and confidentiality provisions which will apply on atermination of employment with the Company. Non-competition and non-solicitation restrictions apply for a period of oneyear from the date the executive’s employment with the Company ceases, and the confidentiality provisions apply, subject tocertain exceptions, for an indefinite period of time following the termination of employment of an executive.

Estimated Incremental Payments

The estimated amounts payable to each of the NEOs under various termination scenarios are outlined in the table below,which estimates assume:

A termination date of December 31, 2014; and

Option-based awards were not in-the-money at December 31, 2014 when calculated by multiplying the total numberof Options vested during the financial year ended December 31, 2014 by the difference between $5.25 (theestimated price of the Common Shares on December 31, 2014), and the exercise price of such Options.

NameDisability/Death

($)Resignation

($)

Terminationwith Cause

($)

Terminationwithout Cause

($)

Change ofControl withTermination

($)A. TerranceMacGibbon

136,950 nil nil 587,604 782,595

Catharine Farrow 205,425 nil nil 724,468 1,150,252Gordon Morrison 139,500 nil nil 565,933 897,620Ronald Gagel 145,700 nil nil 568,505 902,517Julia Micks 129,250 nil nil 505,568 802,474

Securities Authorized For Issuance Under Equity Compensation Plans

The following table provides details of compensation plans under which equity securities of the Company areauthorized for issuance under compensation plans as of the financial year ended December 31, 2014.

Plan Category

Securities to be issued UponExercise of Outstanding

Options

Weighted-Average ExercisePrice of Outstanding

Options

Securities RemainingAvailable for FutureIssuance Under FutureCompensation Plans

Stock Option Plan approvedby shareholders(1)

1,563,326 5.25 2,718,214

Restricted Share Planapproved by shareholders(1)

nil n/a n/a

Equity compensation plansnot approved bysecurityholders

nil n/a n/a

Note:(1) The total number of Common Shares issuable pursuant to the Restricted Share Plan and the Stock Option Plan shall not exceed 10% of the

Company’s issued and outstanding Common Shares at the time of the grant.

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AUDIT COMMITTEE

The Audit Committee provides assistance to the Board in fulfilling its obligations relating to the integrity of theinternal financial controls and financial reporting of the Company. The external auditors of the Company report directly tothe Audit Committee. The Audit Committee’s primary duties and responsibilities are: reviewing any management report on,and assessing the integrity of, the internal controls over the financial reporting of the Company and monitoring the properimplementation of such controls; reviewing and reporting to the Board on the annual audited financial statements andunaudited interim financial statements (and, if mandated by the Board, approving the latter), the management’s discussionand analysis thereon, if any, and other financial disclosure related thereto that may be required to be reviewed by the AuditCommittee pursuant to applicable laws; monitoring the conduct of the audit function; meeting with, at least annually, theCompany’s independent auditor, the Chief Financial Officer, and other relevant employees, to review accounting principles,practices, judgments of management, internal controls, and other matters the Audit Committee deems appropriate; reviewingthe procedures which are in place for the review of the public disclosure by the Company of financial information extractedor derived from the financial statements of the Company and periodically assessing the adequacy of such procedures;reviewing periodically and recommending to the Board any amendments to the Code; and monitoring the policies andprocedures established by the officers of the Company to ensure compliance with the Code; reviewing, assessing theeffectiveness of, and recommending amendments to, as necessary, the Whistleblower Policy.

The full text of the Audit Committee charter is attached to this prospectus as Appendix “A”.

Composition of the Audit Committee

The Audit Committee is composed of Messrs. Andrew Adams (Chair), Frank Davis and John Lydall, all of whomare independent directors and all of whom are financially literate, in each case within the meaning of NI 52-110.

Relevant Education and Experience

For the education and experience of each of Messrs. Adams, Davis and Lydall that is relevant to his performance asa member of the Audit Committee, see “Directors and Executive Officers – Director Profiles”.

External Auditor Service Fees

The aggregate fees billed by KPMG, the Company’s external auditor, for audit and non-audit services in the 12-month period ended December 31, 2014 and the fourteen-month period ended December 31, 2013 are as follows:

Period

Audit Fees(TMAC)(1)

($)

Audit Fees(HBGP)(1)

($)

Audit-RelatedFees(2)($)

Tax Fees(3)($)

All OtherFees(4)($)

Total Fees($)

2014 87,000 40,000 Nil 1,000 Nil 128,0002013 105,000 140,000 Nil Nil Nil 245,000

Notes:(1) “Audit Fees” are fees necessary to perform quarterly review engagements and the annual audit of the Company’s financial statements, including review of

tax provisions, accounting consultations on matters reflected in the financial statements, and audit or other attest services required by legislation orregulation, such as comfort letters, consents, reviews of securities filings and statutory audits. “Audit Fees (TMAC)” are all Audit Fees related to TMACand include the audit of the purchase price equation for the acquisition of the Hope Bay Project from Newmont. “Audit Fees (HBGP)” are all Audit Feesrelated to the Hope Bay Gold Project Carve-out Financial Statements for the years ended December 31, 2012 and 2011 (which are included elsewhere inthis prospectus).

(2) “Audit-Related Fees” are fees for services that are traditionally performed by the auditor including employee benefit audits, due diligence assistance,accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” are fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees” including tax compliance, tax planning and taxadvice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulingsor technical advice from tax authorities. Tax Fees in 2014 relate to advice regarding the disposition of the mill in South Africa.

(4) “All Other Fees” include all other non-audit services.

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STATEMENT ON CORPORATE GOVERNANCE

The Company and the Board recognize the importance of corporate governance to the effective management of theCompany and to the protection of its employees and shareholders. The Company’s approach to significant issues of corporategovernance is designed with a view to ensuring that the business and affairs of the Company are effectively managed so as toenhance shareholder value. The Board fulfills its mandate directly and through its committees at regularly scheduledmeetings or at meetings held as required. Frequency of meetings may be increased and the nature of the agenda items may bechanged depending upon the state of the Company’s affairs and in light of opportunities or risks which the Company faces.The directors are kept informed of the Company’s business and affairs at these meetings as well as through reports anddiscussions with management on matters within their particular areas of expertise.

The Board

The Board currently consists of nine directors, four of whom are independent based upon the test for directorindependence in NI 52-110. Andrew Adams, João Carrêlo, Frank Davis and John Lydall are the independent directors. TerryMacGibbon is the Executive Chairman of the Company and Catharine Farrow is the Chief Executive Officer of theCompany, and are not independent as a result. Randy Engel, David Faley and Russ Cranswick are nominees of significantshareholders of the Company and are not considered by the Board to be independent due to their employment by or otheraffiliation with such significant shareholders. While João Carrêlo is RCF’s second nominee to the Board, he is considered bythe Board to be independent.

Terry MacGibbon is the Executive Chairman of the Board and is primarily responsible for the management andeffective performance of the Board and provides leadership to the Board by leading, managing and organizing the Boardconsistent with the approach to corporate governance established by the Board; promoting cohesiveness among the directors;being satisfied that the responsibilities of the Board and the committees of the Board are well understood by the Board;assisting the Board in ensuring the integrity of the officers of the Company and that such officers create a culture of integritythroughout the Company; together with the Chair of the Corporate Governance and Nominating Committee, reviewing thecommittees of the Board, the Chairs of such committees and the mandates of such committees; and, together with the Chairof the Corporate Governance and Nominating Committee, ensuring that the Board, the committees of the Board, individualdirectors and the officers of the Company understand and discharge their respective obligations consistent with the approachto corporate governance established by the Board. It is expected that certain committees of the Board will be reconstituted inthe near term.

As the Executive Chairman is not an independent director, the Board has appointed John Lydall as the LeadDirector. The Lead Director facilitates the functioning of the Board independently of the Company’s management and,together with the Chair of the Corporate Governance and Nominating Committee, maintains and enhances the approach tocorporate governance of the Company as established by the Board from time to time by: in the absence of the ExecutiveChairman, acting as chair of meetings of the Board; ensuring that all matters required to be considered by the Board arepresented to the Board; mentoring and counselling new members of the Board to assist them in becoming active and effectivedirectors; facilitating the process of conducting director evaluations; promoting best practices and high standards of corporategovernance; and presiding over in-camera sessions of the Board.

Inter-locking Directorships

Some of the directors of the Company serve on the same boards of directors of other reporting issuers. See“Directors and Executive Officers”. The Board has determined that these inter-locking directorships do not adversely impactthe effectiveness of these directors on the Board or create any potential for conflicts of interest. There are no inter-lockingrelationships between the Compensation Committee members and the Executive Chairman, the Chief Executive Officer orthe President of the Company, except that Messrs. Adams, Davis and MacGibbon are each directors of Torex, and thatMessrs. MacGibbon and Davis are each directors of Malbex. Messrs. Carrêlo and Cranswick are each directors of FNI.

Board Meetings

The Executive Chairman, the Chief Executive Officer and the Lead Director are responsible for the agenda for eachmeeting of the Board. Materials for each meeting are distributed to the Board in advance of the meeting.

See “Directors and Executive Officers” for a summary of the attendance record of each director for all Board andcommittee meetings held in 2014.

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Meetings of Independent Directors

After each Board meeting, as a regular item on each Board agenda, the directors hold an in-camera session at whichmembers of management are not in attendance, following which the independent directors hold an in-camera session at whichnon-independent directors and members of management are not in attendance. In 2014, the Board held in-camera sessions ofboth the non-management directors and the independent directors at the end of each meeting of the Board. The Board heldsuch in-camera sessions at eight meetings in 2014.

Board Mandate

The Board is responsible for the supervision of the management of the business and affairs of the Company. Indischarging its mandate, the Board is primarily responsible, either directly or through committees of the Board, for theoversight of, among other things, the following matters:

the strategic planning process of the Company;

the identification of the principal risks of the Company’s business and ensuring the implementation of appropriatesystems to manage these risks;

a culture of integrity of the Company and its executive officers;

succession planning, including appointing and monitoring the Company’s executive officers;

a disclosure policy for the Company to facilitate communications with investors and other interested parties;

the financial and operating performance of the Company;

through the Compensation Committee, compensation of directors that realistically reflects the responsibilities andrisks involved in being an effective director, and compensation for executive officers that is competitive within theindustry and aligns the interests of each executive officer with the interests of the Company;

the evaluation of the relevant relationships for director independence and, where applicable, appointing a leaddirector;

appropriate standards of corporate conduct; and

the evaluation of the integrity of the Company’s internal control and management information systems.

The Board may at any time retain outside financial, legal or other advisors at the expense of the Company and anydirector may, subject to the approval of the Corporate Governance and Nominating Committee, retain an outside financial,legal or other advisor at the expense of the Company.

The Board also has the mandate to assess the effectiveness of the Board as a whole, its committees and thecontribution of individual directors. The Board discharges its responsibilities directly and through its committees, currentlyconsisting of the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee,the Corporate Social Responsibility Committee and the Safety, Health and Environmental Affairs Committee.

A copy of the Mandate of the Board setting out the Board’s mandate and responsibilities and the duties of itsmembers is available on the Company’s website at www.tmacresources.com.

Position Descriptions

The Board has developed written position descriptions for the Executive Chairman, the Lead Director of the Board,the Chief Executive Officer, the President and Chief Technology Officer, and the Chief Financial Officer.

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Orientation and Continuing Education

New members of the Board are provided with: (i) information respecting the functioning of the Board and itscommittees and a copy of the Company’s corporate governance documents; (ii) access to all documents of the Company,including those that are confidential; and (iii) access to management.

Board members are encouraged to communicate with management and auditors; keep themselves current withindustry trends and developments and changes in legislation with management’s assistance; attend related industry seminars;and visit the Company’s operations. During the last two financial years, seven of the Company’s eight directors during suchtime visited the Hope Bay Project and attended corporate presentations outlining the Company’s local activities, operationsand applicable laws, among other matters.

Messrs. MacGibbon and Davis are each accredited by the Institute of Corporate Directors as a certified director.External legal counsel to the Company, Jay Goldman, acts as the Company’s Corporate Secretary and attends Boardmeetings and updates the Board on relevant changes in the law. Board members also have full access to the Company’srecords.

Ethical Business Conduct

The Board has adopted the Code for its directors, officers and other employees. All new employees must read theCode when hired and acknowledge that they will abide by the Code.

The Audit Committee is responsible for monitoring compliance with the Code. In accordance with the Code,directors, officers and other employees of the Company should raise questions regarding the application of any requirementunder the Code, and report a possible violation of a law or the Code, promptly to their supervisor. If reporting a concern orcomplaint to a supervisor is not possible or advisable, or if reporting it to a supervisor does not resolve the matter, the mattershould be addressed with the Chief Financial Officer of the Company. The Audit Committee monitors compliance with theCode by, among other things, obtaining reports from the Chief Financial Officer as to any matters reported under the Code.The Board takes steps to ensure that directors, officers and other employees exercise independent judgment in consideringtransactions and agreements in respect of which a director, officer or other employee of the Company has a material interest,which include ensuring that directors, officers and other employees are thoroughly familiar with the Code and, in particular,the rules concerning reporting conflicts of interest and obtaining direction from their supervisor or the Chief Financial Officerregarding any potential conflicts of interest. The Code can be found on the Company’s website and will be available underthe Company’s profile on SEDAR at www.sedar.com.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance withapplicable laws, rules and regulations; providing guidance to directors, officers and other employees to help them recognizeand deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awarenessof disciplinary action for violations of ethical business conduct.

The Board has also adopted a Whistleblower Policy for individuals to report complaints and concerns regarding,among other things, violations of the Code. As well, the Company has an Anti-bribery and Anti-corruption Policy whichrequires that directors, officers, other employees and contractors of the Company conduct business in a manner that does notcontravene anti-bribery and anti-corruption laws that apply to the Company, including the Criminal Code (Canada) andCorruption of Foreign Public Officials Act (Canada). The Audit Committee is responsible for monitoring compliance withthis policy, although employees may approach management of the Company if preferred for concerns under the Anti-briberyand Anti-corruption Policy.

Audit Committee

See “Audit Committee”.

Compensation Committee

The Compensation Committee is responsible for assisting the Board in setting compensation for directors andofficers compensation and for considering and submitting to the Board recommendations with respect to other employeebenefits considered advisable. In particular, the Compensation Committee is responsible for, among other things, reviewingand making recommendations to the Board with respect to the compensation policies and practices of the Company; annually

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reviewing and recommending to the Board for approval the remuneration of certain officers of the Company; reviewing andmaking a recommendation to the Board on the hiring or termination of certain of the officers of the Company or on specialemployment contracts; annually recommending to the Board any incentive award to be made to the officers under anyincentive plan or under any employment agreement; and annually comparing the total remuneration of the officers with theremuneration of the comparator group and other peers in the same industry.

The process by which appropriate compensation is determined by the Board through periodic and annual reportsfrom the Compensation Committee on the Company’s overall compensation and benefits philosophies with suchcompensation realistically reflecting the responsibilities and risks of such positions. See “Director and ExecutiveCompensation”.

The Compensation Committee has the authority to engage, at the expense of the Company, independent counsel andother experts or advisors as is considered advisable, including compensation consultants to assist in determining appropriatecompensation policies and levels, provided that any services to be provided by any such compensation consultants must bepre-approved by the Compensation Committee and, any services to be provided by any such compensation consultants at therequest of the officers, must be pre-approved by the Chair of the Compensation Committee.

The Compensation Committee is comprised of two independent directors, Frank Davis (Chair) and Andrew Adams,and one non-independent director, Russ Cranswick, RCF’s first nominee to the Board. Mr. Cranswick is not a member ofmanagement and is a non-compensated director. Mr. Cranswick is not an independent director solely because he is a nomineeof RCF. All three members of the Compensation Committee sit on compensation committees of other publicly tradedcompanies in the mining industry.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee has been delegated the responsibility of assessing potentialcandidates for the Board to fill perceived needs on the Board for required skills, expertise, independence, diversity, includinggender diversity, and other factors. Members of the Board are also consulted for referral of possible candidates. See “BoardSuccession and Skills Matrix” below.

The Corporate Governance and Nominating Committee considers from time to time the desirable number ofdirectors of the Company, identifies and recommends to the Board proposed nominees to be directors of the Company, andconsiders a skills matrix for the Board which includes the competencies and skills which each individual director possesses.

In addition, the Corporate Governance and Nominating Committee assists the Company and the Board in fulfillingtheir respective corporate governance responsibilities under applicable securities laws, and to promote a culture of integritythroughout the Company. The Corporate Governance and Nominating Committee is also responsible for, among other things,considering, or presenting to the Board for consideration, any transaction involving the Company and any related party;monitoring any related party transaction and reporting to the Board on a regular basis regarding the status of any related partytransaction; monitoring the appropriateness of implementing structures to ensure that the Board can function independentlyof the executive officers of the Company; providing an orientation and education program for new directors and existingdirectors; and assisting in assessing the effectiveness of the Board as a whole, its committees and individual directors.

The Corporate Governance and Nominating Committee is comprised of Frank Davis (Chair), Andrew Adams andJohn Lydall.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee assists the Company and the Board in fulfilling their respectiveobligations relating to corporate social responsibility matters concerning the Company. The Corporate Social ResponsibilityCommittee is responsible for, among other things, overseeing the establishment and implementation of corporate socialresponsibility policies and practices, and monitoring the Company’s performance against such policies and practices as wellas applicable laws and regulations; reviewing and making recommendations, as appropriate, in regard to the Company’scorporate social responsibility policies; liaising with management on the Company’s corporate social responsibilityprograms, including significant sustainable development, community relations and security policies and procedures; andsatisfying itself that management of the Company monitors trends and emerging issues in the corporate social responsibilityfield and evaluates the impact on the Company.

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The Corporate Social Responsibility Committee is comprised of Terry MacGibbon (Chair), Russ Cranswick andDavid Faley.

Safety, Health and Environmental Affairs Committee

The Safety, Health and Environmental Affairs Committee assists the Company and the Board in fulfilling theirrespective obligations relating to safety, health and environmental matters concerning the Company. The Safety, Health andEnvironmental Affairs Committee is responsible for, among other things: assessing environmental risks and the Company’srisk management thereof; reviewing and recommending to the Board, for approval, changes in or additions to theenvironmental policies, occupational health and safety policies, standards, accountabilities and programs of the Company inthe context of competitive, legal and operational considerations; and reviewing reports on the nature and extent of thecompliance or any non-compliance of the Company with the environmental policies, occupational health and safety policies,standards, accountabilities and programs of the Company and environmental legislation applicable to the Company andmonitoring the correction of any deficiencies and reporting to the Board on the status of such matters.

The Safety, Health and Environmental Affairs Committee is comprised of Catharine Farrow (Chair), Randy Engeland David Faley.

Disclosure Committee

The Company has established a Disclosure Committee to ensure the provision of accurate and timelycommunication of important information to shareholders of the Company, including with respect to the Company’scontinuous disclosure requirements under applicable securities laws that will commence in connection with the Offering. TheBoard has adopted a Disclosure Policy to provide guidance to the Disclosure Committee.

Board Succession and Skills Matrix

The Corporate Governance and Nominating Committee, which is 100% comprised of independent directors, isresponsible for identifying and recommending proposed nominees for the Board and considers the competencies needed forthe Board as well as other factors, including the individual’s competencies and expertise and contractual obligations of theCompany. The Corporate Governance and Nominating Committee and the Board use a skills matrix to assist in identifyingany gaps in the skills and competencies considered to be the most significant for the Company.

The Corporate Governance and Nominating Committee is responsible for annually assessing the effectiveness of theBoard as a whole, its committees and individual directors. The current practice is for the Board to make ongoing, informalassessments of the performance of the Board, its committees and individual directors, including with respect to theireffectiveness and contribution.

The following table highlights the broad skill set of the Board and reflects those competencies considered mostnecessary for the Board to carry out its mandate effectively.

Category Directors with Relevant ExperienceGeneral Experience 9Board and Governance 6Financial Reporting 4Corporate Finance 7Senior Management Experience 8Legal 5Mineral Exploration 3Mining Development and Construction 3Mining Operations 5Sustainability 4Communications 6Compensation/Human Resources 6

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Diversity

The Company believes that decision-making is enhanced through diversity in the broadest sense and in 2015, itadopted a diversity policy to reflect this principle. In the context of an effective Board, diversity includes expression ofthought, business experience, skill sets and capabilities. Diversity also includes valuing an individual’s race, colour, gender,age, religious belief, ethnicity, cultural background, economic circumstance, human capacity, as well as other factors. Takentogether, these diverse skills and backgrounds help to create a business environment that encourages a range of perspectivesand fosters excellence in corporate governance, including the creation of shareholder value. The Board has determined thatmerit is the key requirement for Board appointment, and employee hiring and advancement. In identifying suitable candidatesfor appointment to the Board or in selecting and assessing candidates for executive positions, candidates will be consideredon merit against objective criteria including experience, education, expertise and general and sector specific knowledge andwith due regard for the benefit of diversity. As a result, the diversity policy does not mandate quotas based on any specificarea of diversity and specifically does not set targets for women on the Board or in executive officer positions.

Currently, the Board consists of nine members, one (11%) of whom is a woman, and the Company has nineexecutive officers, two (22%) of whom are women.

RISK FACTORS

Investing in the Common Shares is speculative and involves a high degree of risk due to the nature of theCompany’s business and the present stage of exploration and development of the Company’s mineral properties. Riskincreases substantially where mineral properties are in the exploration or development stages as opposed to the operationalstage. An investment in the Common Shares should only be made by persons who can afford the total loss of their investment.The following risks, as well as risks currently unknown to the Company, could adversely affect the Company’s current orfuture business, properties, operations, results, cash flows and financial condition and could cause future results, cash flows,financial condition, prospects, events or circumstances to differ materially from those currently expected, including theestimates and projections contained in this prospectus. Investors should carefully consider the risks described below andelsewhere in this prospectus.

Risks Related to the Company and to Mineral Exploration and Development

Estimating Mineral Reserves and Mineral Resources is risky

The Company’s Mineral Reserves and Mineral Resources are estimates only, and no assurance can be given that theanticipated tonnages and grades reported in the Hope Bay Technical Report will be achieved, that the indicated level ofrecovery reported in the Hope Bay Technical Report will be realized or that estimated Mineral Reserves can or will be minedor processed profitably. The Company’s Mineral Reserve and Mineral Resource estimates may be materially affected byenvironmental, permitting, legal, title, taxation, socio-political, marketing and other factors. There are numerous uncertaintiesinherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control.Estimation is a subjective process, and the accuracy of the Company’s Mineral Reserve or Mineral Resource estimate is afunction of the quantity and quality of available data, and of the assumptions made and judgments used in engineering andgeological interpretation of that data and the level of congruence with the actual size and characteristics of the Company’sdeposits. These estimates may require adjustments or downward revisions based upon further exploration or developmentwork, drilling or actual production experience.

Fluctuations in gold prices, results of drilling, metallurgical testing and production, the evaluation of mine plansafter the date of any estimate, permitting requirements or unforeseen technical or operational difficulties may require revisionof the Company’s Mineral Reserve and Mineral Resource estimates. Prolonged declines in the market price of gold mayrender Mineral Reserves containing relatively lower grades of mineralization uneconomical to recover and could materiallyreduce the Company’s Mineral Reserves. Mineral Resource estimates are based on drill hole information, which is notnecessarily indicative of conditions between and around the drill holes. Accordingly, such Mineral Resource estimates mayrequire revision as more geologic and drilling information becomes available and as actual production experience is gained.Should reductions in Mineral Resources or Mineral Reserves occur, the Company may be required to take a material write-down of its investment in the Hope Bay Project, reduce the carrying value of the Hope Bay Project or delay the developmentof, or production from, some or all of the deposits forming the Hope Bay Project, which could have a material adverse effecton the Hope Bay Project and the Company’s business, financial condition, results of operations, cash flows and prospects.Mineral Resources and Mineral Reserves should not be interpreted as assurances of LOM or of the profitability of future

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operations. There is a degree of uncertainty in estimating Mineral Reserves and Mineral Resources and of the grades andtonnage that are forecast to be mined and, as a result, the grade and volume of gold that the Company mines, processes andrecovers may not be the same as currently anticipated. Any material reductions in estimates of Mineral Reserves and MineralResources, or of the Company’s ability to economically extract these Mineral Reserves, could have a material adverse effecton the Hope Bay Project and the Company’s business, financial condition, results of operations, cash flows or prospects.

Mineral Resources are not Mineral Reserves and have a greater degree of uncertainty as to their existence andfeasibility. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. There is noassurance that Mineral Resources will be upgraded to Proven or Probable Mineral Reserves. Mineral Resources that are inthe Inferred category are even more risky. Due to the uncertainty and speculative nature of Inferred Mineral Resources,economic considerations cannot be applied to this category and there is no assurance that Inferred Mineral Resources will beupgraded to Proven or Probable Mineral Reserves as a result of continued exploration.

The future price of gold is uncertain and may be lower than expected

The price of gold realized by the Company will affect future production levels, earnings, cash flows and thefinancial condition of the Company. The price of gold is affected by numerous factors beyond the Company’s control,including: (i) the strength of the US economy and the economies of other industrialized and developing nations; (ii) global orregional political or economic conditions; (iii) the relative strength of the US dollar and other currencies; (iv) expectationswith respect to the rate of inflation; (v) current and expected interest rates and exchange rates; (vi) actual and anticipatedpurchases and sales of gold by central banks, financial institutions and other large holders, including speculators; (vii)demand for jewellery containing gold; (viii) investment activity, including speculation, in gold as a commodity or as a hedgeagainst currency devaluation; and (ix) supply and demand dynamics, including the cost of substitutes, inventory levels andcarrying charges.

The gold price has fluctuated widely in recent years, and future material price declines could cause development of,and commercial production from, the Hope Bay Project to be less profitable than expected and could render it uneconomic.Continuing to conduct mining in a low gold price environment would have a material adverse effect on the Company’sbusiness, financial condition, results of operations, cash flows and prospects. Depending on the current and expected priceof gold, projected cash flows from planned or current mining operations may not be sufficient to warrant commencing orcontinuing mining, and the Company could be forced to discontinue development or, if commenced, to discontinuecommercial production. The Company may be forced to sell one or more portions of the Hope Bay Project to generate cash.Future production from the Hope Bay Project will be dependent on a price of gold that is adequate to make a depositeconomically viable. Furthermore, future mine plans using significantly lower gold prices could result in material write-downs of the Company’s investment in the Hope Bay Project and in reductions in Mineral Reserve and Mineral Resourceestimates. The occurrence of any of the foregoing could have a material adverse effect on the Company’s business, financialcondition, results of operations, cash flows or prospects.

A declining or sustained low price of gold could negatively impact the Company by requiring a reassessment of thefeasibility of the Hope Bay Project. If such a reassessment determines that the Hope Bay Project is not economically viablein whole or in part, then operations may cease or be curtailed and the Hope Bay Project may never be fully developed ordeveloped at all. Even if the Hope Bay Project is ultimately determined to be economically viable, the need to conduct sucha reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. Theoccurrence of any of the foregoing could have a material adverse effect on the Company’s business, financial condition,results of operations, cash flows or prospects.

Based on cash flow projections for the operation of Doris and estimated costs to develop deposits at Madrid andBoston, the Company currently plans to use the cash flow from Doris to complete development of a mine at Madrid and thecash flow from operating Madrid to complete the development of a mine at Boston. If the price of gold is lower thanexpected, cash flows from Doris and Madrid may be insufficient to complete this development, which may require theCompany to obtain additional financing or to abandon plans to develop Madrid or Boston. Additional financing or theabandonment of Madrid or Boston could have a material adverse effect on the Company’s business, financial condition,results of operations, cash flows or prospects.

Commercial viability may not be achieved even with an acceptable gold price

The Company’s ability to complete development work and commence a profitable commercial mining operation atthe Hope Bay Project will depend upon numerous factors in addition to a favourable gold price, many of which are beyond

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its control, including the adequacy of infrastructure, geological characteristics, prolonged periods of severe weather,metallurgical characteristics of the ore, the availability of processing capacity, the availability of storage capacity, theavailability of equipment and facilities necessary to complete development, the cost of consumables and mining andprocessing equipment, technological and engineering problems, accidents or acts of sabotage or terrorism, currencyfluctuations, the availability and productivity of skilled labour, the regulation of the mining industry by various levels ofgovernment and quasi governmental organizations and political factors. Furthermore, significant cost overruns could makethe Hope Bay Project uneconomical. Accordingly, notwithstanding the positive results of the Hope Bay Technical Report,there is a risk that the Company will be unable to complete development work and commence a commercial mining operationat the Hope Bay Project, which would have a material adverse effect on the Company’s business, financial condition, resultsof operations, cash flows or prospects.

Geological, hydrological and climatic events could suspend mining operations or increase costs

All mining operations face geotechnical, hydrological and climate challenges. Unanticipated adverse geotechnicaland hydrological conditions, such as landslides, subsidence and uplift, embankment failures and rock fragility may occur inthe future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can bedifficult to predict and are often affected by risks and hazards outside of the Company’s control, such as severe weather andseismic activity. The Hope Bay Project is generally only accessible for delivering and removing equipment and personnel byaircraft and ship. Year-round access to the Hope Bay Project is only available by air via one permanent, all weather airstrip atDoris, one permanent airstrip at Boston and one additional ice airstrip in the winter months at Doris Lake. Cargo haulage byway of annual sealift is only typically available for two and a half months of the year. The Hope Bay Project’s accessibilityfor supplies and personnel relies heavily on predictable climate conditions. There can be no assurance that the Company willbe able to secure sufficient airlift or sealift capacity, that the planned cargoes will be available for shipment when anticipatedor that the planned cargoes will be successfully transported to the Hope Bay Project. Prolonged periods of cold weather orsevere atmospheric conditions could result in loss of revenue or increased costs, and could result in a material adverse effecton the Company’s business, financial condition, results of operations, cash flows or prospects.

Geotechnical failures could result in limited or restricted access to mines, suspension of operations, environmentaldamage, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts, which couldresult in loss of revenue or increased costs, and could result in a material adverse effect on the Company’s business, financialcondition, results of operations, cash flows or prospects.

The Debt Facility and any Interim Facility may present certain risks to the Company

The Debt Facility and any Interim Facility will contain financial, operational and reporting covenants, andcompliance with any such covenants may increase the Company’s administrative, legal and financial costs, make someactivities more difficult, time-consuming or costly and increase demand on the Company’s systems and resources.

The failure of the Company to comply with restrictions and covenants under its indebtedness, which may be affectedby events beyond the Company’s control, could result in a default under such indebtedness, which could result in accelerationthereunder and the Company being required to repay amounts owing thereunder. If the Company’s indebtedness isaccelerated, the Company may not be able to repay its indebtedness or borrow sufficient funds to refinance it, and any suchprepayment or refinancing could adversely affect the Company’s financial condition. Even if the Company is able to obtainnew financing, it may not be on commercially reasonable terms or terms that are acceptable to the Company.

If the Company is unable to repay amounts owing, the lenders under its indebtedness could proceed to realize uponthe security, as applicable, granted to them to secure the indebtedness. If the Debt Facility and any Interim Facility aresecured against collateral of the Company, a realization by the lenders thereunder of any or all of the security will have amaterial adverse effect on the Company’s business, financial condition, results of operations, cash flows and prospects andmay result in a substantial reduction or elimination entirely of assets available for distribution to equity holders on adissolution or wind-up of the Company.

The acceleration of the Company’s indebtedness under one agreement may permit acceleration of indebtednessunder other agreements that contain cross default or cross-acceleration provisions. Even if the Company is able to complywith all applicable covenants, restrictions on its ability to manage its business in its sole discretion could adversely affect itsbusiness by, among other things, limiting its ability to take advantage of financings, mergers, acquisitions and other corporateopportunities that the Company believes may be beneficial to it.

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The expected indebtedness of the Company, particularly the Debt Facility and any Interim Facility (which will needto be repaid using funds from the Offering before any advances can be made under the Debt Facility), could have othersignificant consequences on the Company, including: (i) increasing the Company’s vulnerability to general adverse economicand industry conditions; (ii) requiring the Company to dedicate a substantial portion of its expected cash flow from expectedoperations to making interest and principal payments on its indebtedness, reducing the availability of the Company’s cashflow to fund capital expenditures, working capital and other general corporate purposes; (iii) limiting the Company’sflexibility in planning for, or reacting to, changes in its business; (v) placing the Company at a competitive disadvantagecompared to its competitors that have less debt or greater financial resources; and (vi) limiting, including pursuant to anyfinancial and other restrictive covenants in such indebtedness, the Company’s ability to, among other things, borrowadditional funds or raise capital on commercially reasonable terms, if at all, enter into a reorganization, amalgamation,arrangement, merger or other similar transaction, make an investment in or otherwise acquire the property of another person,and materially amend or provide waivers or consents with respect to material contracts.

The Company may not be able to obtain the financing needed to achieve commercial production

Substantial capital investments are necessary to complete the development of the Hope Bay Project. The Companyhas: (i) sustained operating losses since incorporation; (ii) finite financial resources; (iii) not earned any operating revenue;and (iv) no current source of operating cash flow. It is anticipated that funds from the Offering and the Debt Facility willsupport completion of the initial development of Doris, with the cash flow from Doris to be used to complete developmentof a mine at Madrid and the cash flow from Madrid to be used to complete development of a mine at Boston. However, theCompany may need to raise further funds to complete the development of the Hope Bay Project, including Doris, as a resultof increased capital costs or decreased cash flows from production as a result of risks described elsewhere in thisprospectus, as well as to conduct other exploration and development activities. The Company may seek to raise furtherfunds through equity or debt financings. There is no assurance that additional funding will be available to the Company (oron commercially reasonable terms) for further exploration and development of the Hope Bay Project, or that the Companywill ever be cash flow positive. Failure to obtain necessary additional financing could result in delay or indefinitepostponement of further exploration and development of the Hope Bay Project. If the Company is unable to obtainadditional financing or if it obtains additional financing on unfavourable terms, it could have a material adverse effect onthe Company’s business, financial condition, results of operations, cash flows or prospects.

The Debt Facility is not yet committed and a failure to obtain the Debt Facility would have adverse effects on theCompany and its plans

The Company’s estimated net proceeds from the Offering will be $129 million, which together with $68 million ofcash and cash equivalents available immediately after the closing of the Third Equity Financing and the net proceeds ofapproximately $150 million from the Debt Facility (assuming it is completed and fully drawn), will be approximately $347million. The estimated pre-production capital expenditures, plus all other estimated amounts necessary to achieve firstproduction at Doris in late 2016 are equal to approximately $290 million. It is not a condition to Closing that TMAC hasexecuted definitive documentation for the Debt Facility and at the date of this prospectus such documentation has not beenentered into. Failure to complete the Debt Facility or to obtain sufficient replacement financing could result in delays offurther development of the Hope Bay Project, which would result in initial production at Doris and revenue to the Companybeing delayed. In addition to delays, without the Debt Facility or sufficient replacement financing, the Company may needto scale down the scope of its development of the Hope Bay Project. Delays in development, production or reductions inscope could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flowsand prospects. If the Company obtains replacement financing on unfavourable terms, it could have a material adverse effecton the Company’s business, financial condition, results of operations, cash flows and prospects. If the Company is unable toobtain sufficient replacement financing and it is therefore unable to complete sufficient development of the Hope BayProject to achieve gold production, the Company may need to abandon development and the value of the Hope Bay Projectwould be materially impaired, which would result in the Company’s business, financial condition, results of operations,cash flows and prospects, and the value of the Common Shares, being materially and adversely affected.

Construction and start-up of new mines is risky

The successful construction and development of the Hope Bay Project and the commencement of commercialproduction is subject to a number of factors including the availability and performance of engineering and constructioncontractors and employees, mining contractors, suppliers and consultants, the receipt of required approvals and permits inconnection with the construction of mining facilities and the conduct of mining operations (including environmental permits),and the successful design, manufacture, delivery and construction of the Gekko Plant, among others. Any delay in

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performance by any one or more of the contractors, suppliers, consultants or other persons on which the Company isdependent in connection with its development and construction activities, a delay in or failure to receive the requiredgovernmental approvals and permits in a timely manner or on reasonable terms, or a delay in or failure to complete andsuccessfully operate the mining and processing components of the Hope Bay Project could delay or prevent the furtherdevelopment of the Hope Bay Project, could change the manner in which the Hope Bay Project is developed, or could delayor prevent the start-up of commercial production and revenue producing activities.

There can be no assurance that development of the Hope Bay Project will be completed when expected, will beconstructed as expected, or that capital costs and the ongoing operating costs at the Hope Bay Project will not be significantlyhigher than anticipated by the Company. Any of the foregoing could adversely impact the Company’s business, financialcondition, results of operations, cash flows or prospects.

Based on cash flow projections for the operation of Doris and estimated costs to develop deposits at Madrid andBoston, the Company currently plans to use the cash flow from Doris to complete development of a mine at Madrid and thecash flow from operating Madrid to complete the development of a mine at Boston. If cash flows from Doris and Madridare insufficient to complete this development, it may require the Company to obtain additional financing or to abandonplans to develop Madrid or Boston. Additional financing or the abandonment of Madrid or Boston could have a materialadverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

Estimates of capital and operating costs may be lower than actual costs

As a result of the substantial expenditures involved in the development of a mineral project, the need to project yearsinto the future, the need to make assumptions and use models that may not adequately approximate reality, and thefluctuation of costs over time, a development project is prone to material cost overruns. The Hope Bay Project does not havean operating history upon which the Company can base estimates of future operating costs. Decisions about the developmentof the Hope Bay Project have been based on studies, including the Hope Bay Technical Report. The Hope Bay TechnicalReport estimates cash operating costs based upon, among other things:

anticipated tonnage, grades and metallurgical characteristics of the ore to be mined and processed;

anticipated recovery rates of gold and other metals from the ore;

cash operating costs of comparable facilities and equipment; and

anticipated climatic conditions.

Capital costs, operating costs, production and economic returns, and other estimates may differ significantly fromthose anticipated by the Hope Bay Technical Report, and there can be no assurance that the Company’s actual capital oroperating costs will not be higher than currently anticipated or that returns will not be lower than anticipated. The Company’sactual costs may vary from estimates for a variety of reasons, including: limitations inherent in modelling; changes toassumed third party costs; short term operating factors; revisions to mine plans; risks and hazards associated withdevelopment and mining described elsewhere in this prospectus; natural phenomena, such as inclement weather conditions,water availability, floods, and earthquakes; and unexpected labour shortages or strikes. Operating costs may also be affectedby a variety of factors, including: changing waste-to-ore ratios, ore grade metallurgy, labour costs, the cost of commodities,general inflationary pressures and currency exchange rates. Many of these factors are beyond the Company’s control. Failureto achieve estimates or material increases in costs could have a material adverse effect on the Company’s business, financialcondition, results of operations, cash flows and prospects.

Furthermore, delays in the construction and commissioning of mineral projects or other technical difficulties mayresult in even further capital expenditures being required. Any delay in the development of the Hope Bay Project or costoverruns or operational difficulties once the Hope Bay Project is fully developed may have a material adverse effect on theCompany’s business, financial condition, results of operations, cash flows or prospects.

Transportation to the Hope Bay Project is limited and risky

The Hope Bay Project is generally only accessible for delivering and removing equipment and personnel by aircraftand ship. Year-round access to the Hope Bay Project is only available by air via one permanent, all weather airstrip at Doris,

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one permanent airstrip at Boston and one additional ice airstrip in the winter months at Doris Lake. Cargo haulage by way ofannual sealift is only typically available for two and a half months of the year. Primary mine development at Doris isscheduled to begin in September 2015, after the 2015 sealift delivers mine equipment. The Gekko Plant modules arescheduled to arrive by sealift in September 2016. A second crushing and grinding concentrator circuit that would bring thedaily processing rate to 2,000 tonnes per day is planned to be shipped on the 2017 sealift.

There can be no assurance that the Company will be able to secure sufficient airlift or sealift capacity, that theplanned cargoes will be available for shipment when anticipated or that the planned cargoes will be successfully transportedto the Hope Bay Project. The inability of the Company to secure the transportation necessary to support its current andproposed operations, including, in respect of mine development at Doris, the Gekko Plant and the crushing and grindingcircuit, the inability to secure such capacity on economically favourable terms, or damage to or the sinking of the applicabletransportation vessel, may have a material adverse effect on the Company’s business, financial condition, results ofoperations, cash flows or prospects.

Inadequate infrastructure may constrain development and mining operations

Commercial production at the Hope Bay Project depends on adequate infrastructure. In particular, reliable powersources, water supply, transportation and surface facilities are all necessary to develop and operate a mine. Failure toadequately meet these infrastructure requirements in a timely and cost effective manner could affect the Company’s ability tocommence or continue production at the Hope Bay Project and could have a material adverse effect on the Company’sbusiness, financial condition, results of operations, cash flows or prospects.

While the Company believes there will be sufficient electrical power available at the Hope Bay Project, it will need todevelop or access newly constructed or refurbished sources of power in order to conduct commercial mining operations at theHope Bay Project at Madrid and Boston. The previous owner of the Hope Bay Project has partially constructed an 11.6 MWprimary power plant and a secondary 1.1 MW power plant to supply Doris, including the planned underground mine, withelectricity. The combined installed capacity of these two power plants at Doris is approximately 12.7 MWs once entirelyconstructed and commissioned. Additional power plants are planned for Madrid and Boston, and will be installed inanticipation of ramping up mining activities at these locations. There can be no assurance that these sources of power for theHope Bay Project will be constructed, refurbished or commissioned, as applicable, or that they will provide sufficientquantities of power for the Hope Bay Project’s current or future development and operations. The failure to secure adequatesources of power to support the development and operation of the Hope Bay Project may limit production, which could have amaterial adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

The use of water sources close to the Hope Bay Project is subject to certain environmental and permittingrestrictions. In particular, much of the water use at the Hope Bay Project is subject to the consent and oversight of theNWB, an agency established in connection with the NLCA, which has responsibilities and powers over the regulation, useand management of water in areas comprising the Hope Bay Project. While the Company has secured the necessary water-related permits and licenses to conduct its current and near-term contemplated operations, there is no guarantee that theCompany will be able to obtain or renew the necessary permits and licenses to secure adequate water supply for allcontemplated phases of development and operations at the Hope Bay Project. The Company’s planned development andoperation of the Hope Bay Project is a water-intensive activity and the inability of the Company to secure the appropriateauthorizations for the use of water, or the storage and treatment of waste water, may result in a material adverse effect onthe Company’s business, financial condition, results of operations, cash flows or prospects.

Fluctuations in the market prices and availability of commodities and equipment affect the Company’s business

The cash flows and profitability of the Company’s business will also be affected by the market prices andavailability of commodities and equipment that are consumed or otherwise used in connection with the Company’soperations and development projects. Prices of such commodities and resources are also subject to volatile pricemovements, which can be material and can occur over short periods of time due to factors beyond the Company’s control.

If there is a significant and sustained increase in the cost of certain commodities, the Company may decide that it isnot economically feasible to continue all of the Company’s commercial production and development activities and thiscould have an adverse effect on profitability. Higher worldwide demand for critical resources like input commodities,drilling equipment, mobile mining equipment, tires and skilled labour etc. could affect the Company’s ability to acquirethem and lead to delays in delivery and unanticipated cost increases, which could have an effect on the Company’s

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operating costs, capital expenditures and production schedules. The occurrences of one or more of these events may resultin a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

The remote location of the Hope Bay Project requires specialized expertise that may not be available

The Hope Bay Project is located in a remote, environmentally extreme, and ecologically sensitive area in theKitikmeot region of Nunavut, approximately 685 km northeast of Yellowknife, Northwest Territories. The Company relieson staff members, contractors and consultants with specialized experience and knowledge of logistics and operations in thefar North, and specialized experience and knowledge of Inuit and local community relations to facilitate development andoperations at the Hope Bay Project. The Company’s failure to recruit and retain personnel with the experience and knowledgenecessary to operate in the Kitikmeot region of Nunavut may have a material adverse effect on the Company’s business,financial condition, results of operations, cash flows or prospects.

The successful development and operation of the Hope Bay Project depends on the skills of the Company’s managementand teams

The Company’s business is dependent on retaining the services of its key management personnel with a variety ofskills and experience, including in relation to the development and operation of mineral projects, and operations in the farNorth. The success of the Company is, and will continue to be, dependent to a significant extent on the expertise andexperience of its directors and senior management. Failure to retain, or loss of, one or more of these people could have amaterial adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects. TheCompany’s success will also depend to a significant degree upon the contributions of qualified technical personnel and theCompany’s ability to attract and retain highly skilled personnel. Competition for such personnel is intense, and the Companymay not be successful in attracting and retaining qualified personnel, or in obtaining the necessary work permits to hirequalified expatriates. The Company’s inability to attract and retain these people could have a material adverse effect on itsbusiness, financial condition, results of operations, cash flows or prospects.

Mining operations are very risky

The Company’s current business, and any future development or mining operations, involve various types of risksand hazards typical of companies engaged in the mining industry. These risks affect the current exploration, development andrefurbishment activities of the Company, and will affect the Company’s business to an even larger extent once commercialmining operations commence. Such risks include, but are not limited to: (i) industrial accidents; (ii) unusual or unexpectedrock formations; (iii) structural cave-ins or slides and pitfall, ground or slope failures and accidental release of water fromsurface storage facilities; (iv) fire, flooding and earthquakes; (v) rock bursts; (vi) metals losses; (vii) periodic interruptionsdue to inclement or hazardous weather conditions; (viii) environmental hazards; (ix) discharge of pollutants or hazardousmaterials; (x) failure of processing and mechanical equipment and other performance problems; (xi) geotechnical risks,including the stability of the underground hanging walls and unusual and unexpected geological conditions; (xii)unanticipated variations in grade and other geological problems, water, surface or underground conditions; (xiii) labourdisputes or slowdowns; (xiv) work force health issues as a result of working conditions; and (xv) force majeure events, orother unfavourable operating conditions.

These risks, conditions and events could result in: (i) damage to, or destruction of the value of, the Hope Bay Projector its facilities; (ii) personal injury or death; (iii) environmental damage to the Hope Bay Project, surrounding lands andwaters, or the properties of others; (iv) delays or prohibitions on mining or the transportation of minerals; (v) monetarylosses; and (vi) potential legal liability. Any of the foregoing could have a material adverse effect on the Company’sbusiness, financial condition, results of operation or prospects. In particular, underground development and explorationactivities present inherent risks of injury to people and damage to equipment. Significant mine accidents could occur,potentially resulting in a complete shutdown of the Company’s operations at the Hope Bay Project which could have amaterial adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

There are also risks related to the reliance on the reliability of current and new or developing technology; thereliance on the work performance of outside consultants, contractors, and manufacturers; changes to project parameters overwhich the Company does not have complete control such as the gold price or labour or material costs; unknown orunanticipated or underestimated costs or expenses; unknown or unanticipated or underestimated additions to the scope ofwork due to changing or adverse conditions encountered as a mine is refurbished and redeveloped; unexpected variances inthe geometry or quality of ore zones; unexpected reclamation requirements or expenses; permitting time lines; unexpected orunknown ground conditions; unexpected changes to estimated parameters utilized to estimate past timelines, projections, or

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costs; and liquidity risks. An adverse change in any one of such factors, hazards and risks may result in a material adverseeffect on the Company’s business, financial condition, results of operations, cash flows or prospects.

Operations during mining cycle peaks are more expensive

During times of increased demand for metals and minerals, price increases may encourage expanded miningexploration, development and construction activities. These increased activities may result in escalating demand for and costof contract exploration, development and construction services and equipment. Increased demand for and cost of services andequipment could cause exploration and project costs to increase materially, resulting in delays if services or equipmentcannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficulties andcost increases due to the need to coordinate the availability of services or equipment, any of which could materially increaseproject development or construction costs, result in project delays, or increase operating costs.

The success of the Company depends on its relationships with Inuit organizations

Several Inuit organizations in Nunavut have agreements with the Company and future agreements will berequired to support development of, and mining at, the Hope Bay Project. The principal Inuit organizations are the KIA,which is the administrator of certain surface rights at the Hope Bay Project, and NTI, which is the owner of certainmineral rights at the Hope Bay Project. The Company has obtained certain surface access and mineral exploration rightsrespectively from the KIA and NTI and will need to obtain and maintain additional surface and mineral rights from theKIA and NTI to support future operations and development activities. The Company believes that it currently enjoys goodworking relationships with the KIA and NTI. The loss of these good working relationships could have a material adverseeffect on the Company’s ability to carry out the development of, or mining at, the Hope Bay Project, which would have amaterial adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

The loss of surface rights would be material and adverse

With the exception of certain portions of the Hope Bay Project area, which are on federal lands, the bulk of the HopeBay Project lies on Inuit owned lands, the surface rights for which are administered by the KIA. Surface rights have been orare expected to be conferred by the KIA on the Company by way of land use licenses, advanced exploration leases andcommercial leases, all of which are generally governed by the Framework Agreement. At present, the Company has adequatesurface rights for commercial production for Doris North only. The Company believes it has a good relationship with theKIA and that all of its current surface rights are in good standing with the KIA. There can be no guarantee that the termsupon which surface rights are extended to the Company by the KIA will not change materially from those upon whichexisting surface rights were granted or that the Company will be able to meet the future requirements for accessing surfacerights. The failure by the Company to secure the surface rights necessary to operate and develop the Hope Bay Project andconduct its operations in accordance with its plans may have a material adverse effect on the Company’s business, financialcondition, results of operations, cash flows or prospects.

The loss of subsurface rights would be material and adverse

NTI owns approximately 50% of the subsurface mineral claims comprising the Hope Bay Project with the remaining50% owned by the Crown. Subsurface exploration activities on lands subject to NTI subsurface rights are governed by anInuit owned lands mineral exploration agreement with NTI. Mineral production on lands subject to NTI subsurface rights,including Doris North, requires a production lease issued by NTI. The Company entered into the Mineral ExplorationAgreement with NTI, with an effective date of January 1, 2015. The Mineral Exploration Agreement provides the Companywith the right to explore for minerals within specified exploration areas and, subject to the terms of the agreement, obtain aproduction lease, the form of which has been settled pursuant to the Mineral Exploration Agreement and has been approvedby NTI and the KIA. No production leases are currently in place. The Company believes it has a good relationship with NTIand that all of its current subsurface rights provided by NTI are in good standing. There can be no guarantee that the termsupon which subsurface rights are extended to the Company by NTI will not change materially from those upon whichexisting subsurface rights were granted or that the Company will be able to meet the future requirements of NTI for accessingsubsurface rights.

The Company’s Crown subsurface mineral claims with respect to the Hope Bay Project consist of 69 mining leasesand nine pending mining leases. Although the Company has received title opinions for such mining leases and pendingmining leases, there is no guarantee that title to such properties will not be challenged or impugned. The Company’s claimsmay be subject to prior unregistered agreements or transfers and title may be affected by unidentified or unknown defects. If

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title is disputed, it may result in the Company paying substantial costs to settle the dispute or clear title and could result in theloss of the property, which events may affect the economic viability of the Company. Title insurance generally is notavailable for mineral claims in Canada and the Company’s ability to ensure that it has obtained secure claim to title may beconstrained.

The failure by the Company to secure the subsurface rights necessary to operate and develop the Hope Bay Projectand conduct its operations in accordance with its plans may have a material adverse effect on the Company’s business,financial condition, results of operations, cash flows or prospects.

The Company may fail to comply with the law or may fail to obtain or renew necessary permits and licences

The Company’s development and exploration operations are subject to extensive federal, territorial and local lawsand regulations governing, among other things, such matters as environmental protection, management and use of toxicsubstances and explosives, health, exploration and development of mines, production and post-closure reclamation, safetyand labour, taxation and royalties, maintenance of leases and claims, and expropriation of property. The activities of theCompany require permits and licenses from various governmental authorities and Inuit associations.

The costs associated with compliance with these laws and regulations and of obtaining permits and licenses aresubstantial, and possible future laws and regulations, changes to existing laws and regulations and more stringentenforcement of current laws and regulations by governmental authorities and Inuit associations, could cause additionalexpenses, capital expenditures, restrictions on or suspensions of the Company’s operations and delays in the development ofits properties. There is no assurance that future changes in such laws and regulations, if any, will not adversely affect theCompany’s operations. Moreover, these laws and regulations may allow governmental authorities and private parties to bringlawsuits based upon damages to property and injury to persons resulting from the environmental, health and safety practicesof the Company’s past and current operations, or possibly even the actions of former property owners, and could lead to theimposition of substantial fines, penalties or other civil or criminal sanctions. The Company may fail to comply with currentor future laws and regulations. Such non-compliance can lead to financial restatements, civil or criminal fines, penalties, andother material negative impacts on the Company.

As the development of the Hope Bay Project and exploration activities proceed, the Company may be required toobtain or renew further government permits for its current and contemplated operations. Obtaining or renewing the necessarygovernmental and Inuit permits and licenses can be a time-consuming process potentially involving numerous regulatoryagencies, involving public hearings and costly undertakings on the Company’s part. The duration and success of theCompany’s efforts to obtain and renew permits are contingent upon many variables not within its control, including theinterpretation of applicable requirements implemented by the relevant permitting authority. The Company may not be able toobtain or renew permits that are necessary to its operations, or the cost to obtain or renew permits may exceed what theCompany believes it can ultimately recover from a given property once in production. Any unexpected delays or costsassociated with the permitting process could delay the development or impede the operation of a mine. To the extentnecessary permits, licenses or authorizations are not obtained or renewed, or are subsequently suspended or revoked, theCompany may be curtailed or prohibited from proceeding with planned development, commercialization, operation andexploration activities. Such curtailment or prohibition may result in a material adverse effect on the Company’s business,financial condition, results of operations, cash flows or prospects.

Compliance with environmental regulations can be costly

The Company’s development of, and any mining operations at, the Hope Bay Project, and the exploration of thesurrounding area are all subject to environmental regulation. Regulations cover, among other things, water quality standards,land reclamation, the generation, transportation, storage and disposal of hazardous waste, and general health and safetymatters. There is no assurance that the Company has been or will at all times be in full compliance with all environmentallaws and regulations or hold, and be in full compliance with, all required environmental and health and safety permits. Thepotential costs and delays associated with compliance with such laws, regulations and permits could prevent the Companyfrom economically operating or proceeding with the further development of the Hope Bay Project, and any non-compliancewith such laws, regulations and permits result in a material adverse effect on the Company’s business, financial condition,results of operations, cash flows or prospects.

Environmental approvals and permits are currently, and may in the future be, required in connection with theCompany’s current and planned operations. To the extent such environmental approvals are required and not obtained, theCompany’s plans and the operation of mines may be curtailed or it may be prohibited from proceeding with planned

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exploration or development of additional mineral properties. Failure to comply with applicable environmental laws,regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicialauthorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures,installation of additional equipment, or remedial actions.

There is no assurance that any future changes in environmental regulation will not adversely affect the Company’soperations. Changes in government regulations have the potential to significantly increase compliance costs and thus reducethe profitability of current or future operations.

Environmental hazards may also exist on the properties on which the Company holds interests that are unknown tothe Company at present and that have been caused by previous or existing owners or operators of the properties and forwhich the Company may be liable for remediation. Parties engaged in mining operations, including the Company, may berequired to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal finesor penalties imposed for violations of applicable environmental laws or regulations, regardless of whether the Companyactually caused the loss or damage. The costs of such compensation, fines or penalties could have a material adverse effect onthe Company’s business, financial condition, results of operations, cash flows or prospects.

Social and environmental activism can negatively impact exploration, development and mining activities

There is an increasing level of public concern relating to the effects of mining on the natural landscape, oncommunities and on the environment. Certain non-governmental organizations, public interest groups and reportingorganizations (“NGOs”) who oppose resource development can be vocal critics of the mining industry. In addition, there havebeen many instances in which local community groups have opposed resource extraction activities, which have resulted indisruption and delays to the relevant operation. While the Company seeks to operate in a socially responsible manner andbelieves it has good relationships with local communities in the Kitikmeot region, NGOs or local community organizationscould direct adverse publicity and/or disrupt the operations of the Company in respect of one or more of its properties,regardless of its successful compliance with social and environmental best practices, due to political factors, activities ofunrelated third parties on lands in which the Company has an interest or the Company’s operations specifically. Any suchactions and the resulting media coverage could have an adverse effect on the reputation and financial condition of theCompany or its relationships with the communities in which it operates, which could have a material adverse effect on theCompany’s business, financial condition, results of operations, cash flows or prospects.

Competition with other mining companies is intense

The mining industry is intensely competitive. The Company competes with other mining companies, many of whichhave greater resources and experience. Competition in the mining industry is primarily for: (i) properties which can bedeveloped and can produce economically; (ii) the technical expertise to find, develop, and operate such properties; (iii) labourto operate the properties; and (iv) capital to fund such properties. Such competition may result in the Company being unableto acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operationsand develop its properties. The Company’s inability to compete with other mining companies for these resources could havea material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

Many competitors not only explore for and mine minerals, but conduct refining and marketing operations on aworldwide basis. In the future, the Company may also compete with such mining companies in refining and marketing itsproducts to international markets. Any inability to compete with established competitors could have a material adverse effecton the Company’s business, financial condition, results of operations, cash flows or prospects.

A failure to maintain satisfactory labour relations can adversely impact the Company

The Company’s operations and further development of the Hope Bay Project is dependent upon the efforts of itsemployees and the Company’s operations would be adversely affected if it failed to maintain satisfactory labour relations. Inaddition, relations between the Company and its employees may be affected by changes in the scheme of labour relations thatmay be introduced by the relevant governmental authorities who have jurisdiction over the various aspects of the Company’sbusiness. Changes in such legislation or in the relationship between the Company and its employees may have a materialadverse effect on the Company’s business, results of operations or financial condition.

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The Company has limited operating history and negative cash flows

The Company has not yet recorded any revenues from its operations nor has the Company commenced commercialproduction on the Hope Bay Project. The Company does not expect to generate revenues from operations in the foreseeablefuture. The Company expects to continue to incur losses unless and until such time as the Hope Bay Project enters intocommercial production and generates sufficient revenues to fund its continuing operations. There can be no assurance that theCompany will generate any revenues or achieve profitability or that the Hope Bay Project or any of the properties theCompany may hereafter acquire or obtain an interest in will generate earnings, operate profitably or provide a return oninvestment in the future. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.There can be no assurance that significant additional losses will not occur in the near future or that the Company will beprofitable in the future. The Company’s operating expenses and capital expenditures may increase in subsequent years asconsultants, personnel and equipment associated with advancing exploration, development and commercial production of itsproperties are added. The amount and timing of expenditures will depend on the progress of ongoing exploration anddevelopment, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, theexecution of any joint venture agreements with strategic partners, the Company’s acquisition of additional properties andother factors, many of which are beyond the Company’s control.

The Hope Bay Project has not yet commenced commercial production and has not generated cash flow fromoperations. The Company is devoting significant resources to development of the Hope Bay Project, however there can be noassurance that it will generate positive cash flow from operations in the future. The Company expects to continue to incurnegative operating cash flow and losses until such time as it enters into commercial production and will not generaterevenues sufficient to fund the continuing operation of the Hope Bay Project.

To the extent that the Company has negative cash flow in future periods, the Company may need to deploy a portionof its cash reserves to fund such negative cash flow.

The Company may not use the proceeds as described in this prospectus

The Company currently intends to use the net proceeds received from the Offering as described under “Use ofProceeds”. However, the Board and/or management will have discretion in the actual application of the net proceeds, andmay elect to allocate net proceeds differently from that described under “Use of Proceeds” if they believe it would be in theCompany’s best interests to do so. Shareholders may not agree with the manner in which the Board and/or managementchooses to allocate and spend the net proceeds. The failure by the Board and/or management to apply these funds effectivelycould have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows orprospects.

The Company’s insurance coverage may be inadequate and result in losses

The Company’s business is subject to a number of risks and hazards (as further described in this prospectus).Although the Company maintains insurance and intends, upon completion of the Offering, to obtain certain additionalinsurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all thepotential risks associated with its activities, including any future mining operations. The Company may also be unable toobtain or maintain insurance to cover its risks at economically feasible premiums, or at all. Insurance coverage may notcontinue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such asenvironmental pollution or other hazards as a result of exploration or production may not be available to the Company onacceptable terms. The Company might also become subject to liability for pollution or other hazards which it is not currentlyinsured against and/or in future may not insure against because of premium costs or other reasons. Losses from these eventsmay cause the Company to incur significant costs which could have a material adverse effect on the Company’s business,financial condition, results of operations, cash flows or prospects.

Currency fluctuations can result in unanticipated losses

The Company is subject to foreign exchange rate fluctuations with respect to United States and Canadian currenciesand, with respect to the fabrication of the Gekko Plant, the Australian dollar. Gold is sold throughout the world principally inUnited States dollars. The Company has traditionally raised funds through Canadian dollar equity issuances. The Company’sproceeds from the Offering will be received in Canadian dollars. From time to time, the Company may borrow funds,including under the Debt Facility and incur expenditures that are denominated in a foreign currency, generally US Dollars.

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The Company presents its financial results in Canadian dollars and, if the Company commences production at itsHope Bay Project, substantially all of its operating costs on the Hope Bay Project will be incurred in Canadian dollars. As aresult, any significant and sustained appreciation of the Canadian dollar against the United States dollar may materially reducereported revenues from sales of gold, if any, from the Hope Bay Project. The Company currently has no foreign exchangehedging contracts to offset currency fluctuations.

It may be difficult to enforce judgements and effect service of process on directors

Some of the directors of the Company, particularly those directors nominated by RCF and Newmont, named in thisprospectus reside outside of Canada. Some or all of the assets of those persons may be located outside of Canada. Therefore, itmay not be possible for investors to collect or to enforce judgments obtained in Canadian courts predicated upon the civilliability provisions of applicable Canadian securities laws against such directors. Moreover, it may not be possible for investorsto effect service of process within Canada upon such directors.

Conflicts of interest could result in suboptimal decisions being made by the Company

Certain directors and officers of the Company are or may become associated with other mining and/or mineralexploration and development companies which may give rise to conflicts of interest. Directors who have a materialinterest in any person who is a party to a material contract or a proposed material contract with the Company are required,subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve sucha contract. In addition, directors and officers are required to act honestly and in good faith with a view to the best interestsof the Company. Some of the directors and officers of the Company have either other full-time employment or otherbusiness or time restrictions placed on them and accordingly, the Company will not be the only business enterprise ofthese directors and officers. Further, any failure of the directors or officers of the Company to address these conflicts in anappropriate manner, or to allocate opportunities that they become aware of to the Company could have a material adverseeffect on the Company’s business, financial condition, results of operations, cash flows or prospects.

RCF and Newmont exercise significant control over the Company

It is expected that upon completion of the Offering, RCF and Newmont will collectively hold approximately67.8% of issued and outstanding Common Shares on a non-diluted basis and prior to giving effect to the exercise of theOver-Allotment Option. The RCF 2014 Subscription Agreement provides RCF with, among other things: (i) the right tomaintain its percentage interest in the Company upon certain equity issuances undertaken by the Company so long as itsownership of the outstanding Common Shares is at least 10%; (ii) the right to nominate two Company directors so long asits ownership of the outstanding Common Shares is at least 30%; and (iii) the right to nominate one Company director solong as its ownership of the outstanding Common Shares is at least 10%. The Newmont Investor Rights Agreementprovides Newmont with, among other things: (i) the right to maintain its percentage interest in the Company upon certainequity issuances undertaken by the Company, demand and piggy-back prospectus registration rights, and the right tonominate two Company directors, all so long as its ownership of the outstanding Common Shares is at least 20%; and (ii)the right to nominate one Company director so long as its ownership of the outstanding Common Shares is at least 10%.As a result of their shareholdings and the RCF 2014 Subscription Agreement and the Newmont Investor RightsAgreement, RCF and Newmont have the ability, among other things, to approve significant corporate transactions anddelay or prevent a change of control of the Company that could otherwise be beneficial to minority shareholders. RCF andNewmont generally will have the ability to control the outcome of any matter submitted for the vote or consent of theCompany’s shareholders. In some cases, the interests of RCF and Newmont may not be the same as those of theCompany’s other shareholders, and conflicts of interest may arise from time to time that may be resolved in a mannerdetrimental to the Company or its minority shareholders.

Future acquisitions may require significant expenditures or dilution and may result in inadequate returns

The Company may seek to expand through future acquisitions; however, there can be no assurance that theCompany will locate attractive acquisition candidates, or that the Company will be able to acquire such candidates oneconomically acceptable terms, if at all, or that the Company will not be restricted from completing acquisitions pursuant tothe terms and conditions from time to time of arrangements with third parties, such as the Company’s creditors. Futureacquisitions may require the Company to expend significant amounts of cash, resulting in the Company’s inability to usethese funds for other business or may involve significant issuances of equity. Future acquisitions may also require substantialmanagement time commitments, and the negotiation of potential acquisitions and the integration of acquired operations coulddisrupt the Company’s business by diverting management and employees’ attention away from day-to-day operations. The

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difficulties of integration may be increased by the necessity of coordinating geographically diverse organizations, integratingpersonnel with disparate backgrounds and combining different corporate cultures.

Any future acquisition involves potential risks, including, among other things: (i) mistaken assumptions andincorrect expectations about mineral properties, Mineral Resources and costs; (ii) an inability to successfully integrate anyoperation the Company acquires; (iii) an inability to recruit, hire, train or retain qualified personnel to manage and operatethe operations acquired; (iv) the assumption of unknown liabilities; (v) limitations on rights to indemnity from the seller;(vi) mistaken assumptions about the overall cost of equity or debt; (vii) unforeseen difficulties operating acquired projects,which may be in geographic areas new to the Company; and (viii) the loss of key employees and/or key relationships atthe acquired project.

At times, future acquisition candidates may have liabilities or adverse operating issues that the Company fails todiscover through due diligence prior to the acquisition. If the Company consummates any future acquisitions withunanticipated liabilities or that fails to meet expectations, the Company’s business, results of operations, cash flows orfinancial condition may be materially adversely affected. The potential impairment or complete write-off of goodwill andother intangible assets related to any such acquisition may reduce the Company’s overall earnings and could negatively affectthe Company’s balance sheet.

The Company is dependent on information technology systems

The Company’s operations depend, in part, upon information technology systems. The Company’s informationtechnology systems are subject to disruption, damage or failure from a number of sources, including, but not limited to,computer viruses, security breaches, natural disasters, power loss and defects in design. Although to date the Company hasnot experienced any material losses relating to information technology system disruptions, damage or failure, there can be noassurance that it will not incur such losses in future. Any of these and other events could result in information technologysystems failures, operational delays, production downtimes, destruction or corruption of data, security breaches or othermanipulation or improper use of the Company’s systems and networks, any of which may result in a material adverse effecton the Company’s business, financial condition, results of operations, cash flows or prospects.

The Company may be subject to costly legal proceedings

The Company may be subject to regulatory investigations, civil claims, lawsuits and other proceedings in theordinary course of its business. The results of these legal proceedings cannot be predicted with certainty due to theuncertainty inherent in regulatory actions and litigation, the difficulty of predicting decisions of regulators, judges and juriesand the possibility that decisions may be reversed on appeal. Defense and settlement costs of legal claims can be substantial,even with claims that have no merit. Management is committed to conducting business in an ethical and responsible manner,which it believes will reduce the risk of legal disputes. However, if the Company is subject to legal disputes, there can be noassurances that these matters will not have a material adverse effect on the Company’s business, financial condition, resultsof operations, cash flows or prospects.

The Company will incur increased costs as a result of complying with the reporting requirements, rules and regulationsaffecting public issuers

As a public issuer, the Company will be subject to the reporting requirements and rules and regulations under theapplicable Canadian securities laws and rules of any stock exchange on which the Company’s securities may be listed fromtime to time. Additional or new regulatory requirements may be adopted in the future. The requirements of existing andpotential future rules and regulations will increase the Company’s legal, accounting and financial compliance costs, makesome activities more difficult, time-consuming or costly and may also place undue strain on its personnel, systems andresources, which could adversely affect its business and financial condition.

In particular, as a result of the Offering, the Company will become subject to reporting and other obligations underapplicable Canadian securities laws, including National Instrument 52-109 – Certification of Disclosure in Issuers’ Annualand Interim Filings, which requires annual management assessment of the effectiveness of the Company’s internal controlsover financial reporting. Effective internal controls, including financial reporting and disclosure controls and procedures, arenecessary for the Company to provide reliable financial reports, to effectively reduce the risk of fraud and to operatesuccessfully as a public company. These reporting and other obligations will place significant demands on the Company aswell as on the Company’s management, administrative, operational and accounting resources.

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Risks Related to the Common Shares

Investors may lose their entire investment

An investment in the Common Shares is speculative and may result in the loss of an investor’s entire investment.Only potential investors who are experienced in high risk investments and who can afford to lose their entire investmentshould consider an investment in the Company.

There is no existing market for the Common Shares

There is currently no existing public market for the Common Shares. The Common Shares are not currently listed orquoted on any stock exchange or market in Canada or elsewhere. If an active trading market does not develop, the tradingprice of the Common Shares may decline, and investors may have difficulty selling any of the Common Shares that theypurchase or acquire by way of the Offering.

Prior to the Offering, there has been no public trading market for the Common Shares, and the Company cannotoffer assurances that one will develop or be sustained after the Offering. The Company cannot predict the prices at which theCommon Shares will trade. The Offering Price was determined through negotiations among the Company and theUnderwriters and may not bear any relationship to the market price at which the Common Shares will trade after theOffering, or to any other established criteria of the Company’s value. Shares of companies often trade at a discount to theinitial offering price due to sales loads, underwriting discounts and related offering expenses. Therefore, the Common Sharesshould not be treated as a trading vehicle.

The market price for the Common Shares could be subject to significant volatility. Factors such as commodityprices, government regulation, interest rates, share price movements of the Company’s peer companies and competitors, aswell as overall market movements, may have a significant impact on the market price of the Common Shares. The stockmarket has from time to time experienced extreme price and volume fluctuations, particularly in the mining sector, whichhave often been unrelated to the operating performance of particular companies.

Dilution from equity financing could negatively impact holders of Common Shares

The Company may from time to time raise funds through the issuance of Common Shares or the issuance of debtinstruments or other securities convertible into Common Shares. The Company cannot predict the size or price of futureissuances of Common Shares or the size or terms of future issuances of debt instruments or other securities convertible intoCommon Shares, or the effect, if any, that future issuances and sales of the Company’s securities will have on the marketprice of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the perception that such salescould occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance ofCommon Shares, or securities convertible into Common Shares, investors will suffer dilution to their voting power and theCompany may experience dilution in its earnings per share.

Equity securities are subject to trading and volatility risks

The securities of publicly traded companies, particularly mineral exploration and development companies, canexperience a high level of price and volume volatility and the value of the Company’s securities can be expected to fluctuatedepending on various factors, not all of which are directly related to the success of the Company and its operatingperformance, underlying asset values or prospects. These include the risks described elsewhere in this prospectus. Factorswhich may influence the price of the Company’s securities, including the Common Shares, include, but are not limited to:

worldwide economic conditions;

changes in government policies;

investor perceptions;

movements in global interest rates and global stock markets;

variations in operating costs;

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the cost of capital that the Company may require in the future;

metals prices;

the price of commodities necessary for the Company’s operations;

recommendations by securities research analysts;

issuances of Common Shares or debt securities by the Company;

operating performance and, if applicable, the share price performance of the Company’s competitors;

the addition or departure of key management and other personnel;

the expiration of lock-up or other transfer restrictions on outstanding Common Shares;

significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by orinvolving the Company or its competitors;

news reports relating to trends, concerns, technological or competitive developments, regulatory changes and otherrelated industry and market issues affecting the mining sector;

publicity about the Company, the Company’s personnel or others operating in the industry;

loss of a major funding source; and

all market conditions that are specific to the mining industry.

There can be no assurance that such fluctuations will not affect the price of the Company’s securities, andconsequently purchasers of Common Shares may not be able to sell Common Shares at prices equal to or greater than theprice or value at which they purchased the Common Shares or acquired them by way of the secondary market.

In addition, the Company has a number of shareholders who have held the Company’s securities for a long time, insome cases having held their interests for in excess of two years, during which time there has not been a public market for theCompany’s securities. There is a risk that future sales of Common Shares held by such long-term holders will have anadverse impact on the market price of the Common Shares prevailing from time to time. The Underwriters have attempted tomitigate this risk through resale restrictions pursuant to the anticipated lock-up agreements to be entered into and describedunder “Plan of Distribution” and “Securities Subject to Contractual Restriction on Transfer”; however, the future sale of asubstantial number of Common Shares by such long-term shareholders or the perception that such sales could occur, couldhave a material adverse effect on the market price of the Common Shares.

Sales by existing shareholders can reduce share prices

Sales of a substantial number of Common Shares in the public market could occur at any time. These sales, or themarket perception that the holders of a large number of Common Shares intend to sell Common Shares, could reduce themarket price of the Common Shares. If this occurs and continues, it could impair the Company’s ability to raise additionalcapital through the sale of securities.

It is anticipated that a majority of the Common Shares issued and outstanding prior to completion of the Offeringwill be subject to post-Closing resale restrictions. See “Plan of Distribution” and “Securities Subject to ContractualRestriction on Transfer” for descriptions of these resale restrictions. Upon expiration of the resale restrictions to which theyare subject, such Common Shares will be freely tradable in the public market, subject to the provisions of applicablesecurities laws.

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The Common Shares do not pay dividends

No dividends on the Common Shares have been declared or paid to date. Payment of any future dividends will be atthe discretion of the Board after taking into account many factors, including earnings, operating results, financial condition,current and anticipated cash needs and any restrictions in financing agreements, and the Company may never pay dividends.

The Company anticipates that, for the foreseeable future, it will retain its cash resources for the operation anddevelopment of its business. In this regard, achieving production and generating cash flow at Doris or Madrid is unlikely toresult in payment of dividends or other distributions by the Company to shareholders of the Company. This is because theCompany intends to utilize the “bootstrap” approach to developing the Hope Bay Project, whereby initial production at Dorisis expected to generate cash flow to fund the development of Madrid, the cash flow from which will subsequently fund thedevelopment of Boston and/or other potential discoveries that the Company may make elsewhere along the Hope Baygreenstone belt.

Additionally, while the completion of the Debt Facility and any Interim Facility remain subject to the negotiation,execution and delivery of definitive documentation, the definitive documentation for the Debt Facility and any InterimFacility may contain restrictions on the declaration or payment of dividends or other distributions by the Company toshareholders of the Company.

Global financial conditions can reduce share prices

The economic viability of the Company’s business plans is impacted by the Company’s ability to obtain financing.Global economic conditions impact general availability of financing. The 2008 financial crisis and the Eurozone sovereigndebt crisis have resulted in increased financial market volatility, decreased economic growth and reduction in lending andcapital markets activity. Current global credit market conditions mean financial institutions are applying more stringentlending criteria and the availability of debt is low by historical comparison, which may mean that it will be more costly ordifficult for the Company to raise funds by borrowing. A general risk-adverse approach to investing, which may becomemore predominant as a result of market turmoil, may limit the Company’s ability to obtain future equity financing. Inabilityto obtain financing at all, or on acceptable terms, would have a material adverse effect on the Company’s business, financialcondition, results of operations, cash flows or prospects.

Furthermore, general market, political and economic conditions, including, for example, inflation, interest andcurrency exchange rates, structural changes in the global mining industry, global supply and demand for commodities,political developments, legislative or regulatory changes, social or labour unrest and stock market trends will affect theCompany’s operating environment and its operating costs, profit margins and share price. Any negative events in the globaleconomy could have a material adverse effect on the Company’s business, financial condition, results of operations, cashflows or prospects.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the Company’s knowledge, there are no legal proceedings or regulatory actions material to the Company towhich it is a party, or has been a party to, or of which any of its property is the subject matter of, or was the subject matter of,since the beginning of the financial year ended December 31, 2014, and no such proceedings or actions are known by theCompany to be contemplated.

There have been no penalties or sanctions imposed against the Company by a court or regulatory authority, and theCompany has not entered into any settlement agreements before any court relating to provincial or territorial securitieslegislation or with any securities regulatory authority, as of the date hereof or since its incorporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed elsewhere in this prospectus, no director, executive officer or shareholder that beneficiallyowns, or controls or directs, directly or indirectly, more than 10% of the issued Common Shares, or any of their respectiveassociates or affiliates, has any material interest, direct or indirect, in any transaction which has materially affected or isreasonably expected to materially affect the Company within the three years preceding the date of this prospectus.

See “General Development and Business of the Company – Project Acquisition and Financing” for a discussion ofcertain agreements entered into by the Company with RCF and Newmont.

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AUDITORS, TRANSFER AGENT AND REGISTRAR

The Company’s auditors are KPMG LLP, Chartered Accountants, having an address at Suite 4600, 333 Bay Street,Bay Adelaide Centre, Toronto, Ontario, M5H 2S5.

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc., at its principaloffice in Toronto, Ontario.

MATERIAL CONTRACTS

Except for material contracts entered into in the ordinary course of business, set out below are material contractsentered into since January 1, 2014 and material contracts entered into before January 1, 2014 which still remain in effect andmaterial to the Company. Copies of such material contracts will be filed with the Canadian securities regulatory authoritiesand will be available for review under the Company’s profile on SEDAR at www.sedar.com.

Newmont Investor Rights Agreement referred to under “General Development and Business of the Company –Project Acquisition and Financing”;

RCF 2014 Subscription Agreement referred to under “General Development and Business of the Company –Project Acquisition and Financing”; and

Underwriting Agreement referred to under “Plan of Distribution”.

EXPERTS

Information of a scientific or technical nature in respect of the Hope Bay Project is included in this prospectus basedupon the Hope Bay Technical Report, dated May 28, 2015, prepared by Graham G. Clow, P.Eng., Normand L. Lecuyer,P.Eng., Sean Horan, P.Geo., and Holger Krutzelmann, P.Eng., all of RPA, Derek Chubb, P.Eng., of ERM, Maritz Rykaart,Ph.D., P.Eng., of SRK, and Timothy Hughes, FAusIMM, of Gekko, who are independent “qualified persons” under NI 43-101. To the best of the Company’s knowledge, after reasonable inquiry, as of the date hereof, the aforementioned individualsand, as applicable, their firms, do not beneficially own, directly or indirectly, any Common Shares.

KPMG LLP have advised the Company that they are independent of the Company in accordance with the Rules ofProfessional Conduct of the Chartered Professional Accountants of Ontario (registered name of the Institute of CharteredAccountants of Ontario).

The matters referred to under “Eligibility for Investment” have been passed upon on the Company’s behalf byCassels Brock & Blackwell LLP and on behalf of the Underwriters by Bennett Jones LLP. Certain other legal matters relatedto the Offering have been passed upon on the Company’s behalf by Cassels Brock & Blackwell LLP and on behalf of theUnderwriters by Bennett Jones LLP. To the best of the Company’s knowledge, after reasonable inquiry, as of the date hereof,the aforementioned partnerships (and their partners and associates) each beneficially own, directly or indirectly, in theaggregate, less than 1% of the outstanding Common Shares.

PROMOTER

A. Terrance MacGibbon, the Executive Chairman of the Company, may be considered a promoter of the Companywithin the meaning of applicable securities laws in that he took the initiative in founding and organizing the business of theCompany. To the Company’s knowledge, as at the date of this prospectus, Mr. MacGibbon beneficially owns, controls ordirects, directly or indirectly, 2,456,419 Common Shares, representing approximately 4.7% of the outstanding CommonShares on a non-diluted basis. See “Directors and Executive Officers” and “Director and Executive Compensation” for Mr.MacGibbon’s biography and further details as to his involvement with the Company since its incorporation.

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PURCHASERS’ STATUTORY RIGHTS OF RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right towithdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt ordeemed receipt of a prospectus and any amendment. In several of the provinces and territories, the securities legislationfurther provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if thisprospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remediesfor rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by thesecurities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of thesecurities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

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APPENDIX “A”

AUDIT COMMITTEE CHARTER

TMAC RESOURCES INC.

Purpose

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of TMAC Resources Inc. (the“Corporation”) is appointed by the Board to assist the Corporation and the Board in fulfilling their respective obligationsrelating to the integrity of the internal financial controls and financial reporting of the Corporation.

Composition

1. The Committee shall be composed of three or more directors, as designated by the Board from time to time.

2. The Chair of the Committee (the “Chair”) shall be designated by the Board or the Committee from among themembers of the Committee.

3. The Committee shall comply with all applicable securities laws, instruments, rules and policies and regulatoryrequirements (collectively “Applicable Laws”), including those relating to independence and financial literacy.Accordingly, each member of the Committee shall be independent within the meaning of National Instrument 52-110 —Audit Committees, and financially literate within the meaning of Applicable Laws.

4. Each member of the Committee shall be appointed by, and serve at the pleasure of, the Board. The Board may fillvacancies in the Committee by appointment from among the Board.

Meetings

5. The Committee shall meet at least quarterly in each financial year of the Corporation. The Committee shall meetotherwise at the discretion of the Chair or a majority of the members of the Committee, or as may be required byApplicable Laws.

6. A majority of the members of the Committee shall constitute a quorum. If within one hour of the time appointed fora meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the nextbusiness day following the date of such meeting at the same place. If at the adjourned meeting a quorum ashereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, suchmeeting shall stand adjourned to the same hour on the second business day following the date of such meeting at thesame place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for theadjourned meeting shall consist of the members then present.

7. The Committee shall hold an in-camera session without any senior officers present at each meeting of theCommittee, unless such a session is not considered necessary by the members present.

8. The time and place at which meetings of the Committee are to be held, and the procedures at such meetings, will bedetermined from time to time by the Chair. A meeting of the Committee may be called by notice, which may begiven by written notice, telephone, facsimile, email or other electronic communication at least 48 hours prior to thetime of the meeting. However, no notice of a meeting shall be necessary if all of the members are present either inperson or by means of telephone or web conference, or other communication equipment, or if those absent waivenotice or otherwise signify their consent to the holding of such meeting.

9. Members may participate in a meeting of the Committee by means of telephone or web conference, or othercommunication equipment.

10. The Committee shall keep minutes of all meetings, which shall be available for review by the Board.

11. The Committee may appoint any individual, who need not be a member, to act as the secretary at any meeting.

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12. The Committee may invite such other directors, senior officers and employees of the Corporation and such otheradvisors and persons as is considered advisable to attend any meeting of the Committee.

13. Any matter to be determined by the Committee shall be decided by a majority of the votes cast at a meeting of theCommittee called for such purpose. Any action of the Committee may also be taken by an instrument or instrumentsin writing signed by all of the members of the Committee (including in counterparts, by facsimile or other electronicsignature) and any such action shall be as effective as if it had been decided by a majority of the votes cast at ameeting of the Committee called for such purpose.

14. The Committee shall report its determinations and recommendations to the Board.

Resources and Authority

15. The Committee has the authority to:

(a) engage, at the expense of the Corporation, independent counsel and other experts or advisors as isconsidered advisable;

(b) determine and pay the compensation for any independent counsel and other experts and advisors retainedby the Committee;

(c) communicate directly with the independent auditor of the Corporation (the “Independent Auditor”);

(d) conduct any investigation considered appropriate by the Committee;

(e) request the Independent Auditor, any senior officer or other employee of, or outside counsel for, theCorporation to attend any meeting of the Committee or to meet with any members of, or independentcounsel or other experts or advisors to, the Committee; and

(f) have unrestricted access to the books and records of the Corporation.

Responsibilities

Financial Accounting, Internal Controls and Reporting Process

16. The Committee is responsible for:

(a) reviewing any management report on, and assessing the integrity of, the internal controls over the financialreporting of the Corporation and monitoring the proper implementation of such controls;

(b) reviewing and reporting to the Board on, or if mandated by the Board approving, the quarterly unauditedfinancial statements, management’s discussion and analysis (“MD&A”) thereon and other financialdisclosure related thereto that may be required to be reviewed by the Committee pursuant to ApplicableLaws;

(c) reviewing and reporting to the Board on the annual audited financial statements, the MD&A thereon andother financial disclosure related thereto that may be required to be reviewed by the Committee pursuant toApplicable Laws;

(d) monitoring the conduct of the audit function;

(e) discussing and meeting with, when considered advisable to do so and in any event no less frequently thanannually, the Independent Auditor, the Chief Financial Officer (the “CFO”) and any other senior officer orother employee of the Corporation which the Committee wishes to meet with, to review accountingprinciples, practices, judgments of management, internal controls and such other matters as the Committeeconsiders appropriate; and

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(f) reviewing any post-audit or management letter containing the recommendations of the Independent Auditorand management’s response thereto, and monitoring the subsequent follow-up to any identifiedweaknesses.

Public Disclosure

17. The Committee shall:

(a) review the quarterly and annual financial statements, the related MD&A, quarterly and annual earningspress releases and any other public disclosure documents that are required to be reviewed by the Committeepursuant to Applicable Laws;

(b) consider whether the Corporation’s financial disclosures are complete, accurate, prepared in accordancewith International Financial Reporting Standards (“IFRS”) and fairly present the financial position of theCorporation;

(c) review and discuss with senior officers of the Corporation any guidance being provided on the expectedfuture results and financial performance of the Corporation, and provide its recommendations on suchguidance to the Board; and

(d) review the procedures which are in place for the review of the public disclosure by the Corporation offinancial information extracted or derived from the financial statements of the Corporation and periodicallyassess the adequacy of such procedures.

Risk Management

18. The Committee should inquire of the senior officers and the Independent Auditor as to the significant risks orexposures, both internal and external, to which the Corporation is subject, and review the actions which the seniorofficers have taken to minimize such risks. In conjunction with the Board, the Committee should annually reviewthe financial risks associated with the directors’ and officers’ third-party liability insurance of the Corporation.

Corporate Conduct

19. The Committee should ensure that there is an appropriate standard of corporate conduct relating to the internalcontrols and financial reporting of the Corporation.

20. The Committee should establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting,internal accounting controls and auditing matters; and

(b) the confidential, anonymous submission by employees of concerns regarding questionable accounting orauditing matters.

Code of Business Conduct and Ethics

21. With regard to the Code of Business Conduct and Ethics of the Corporation (the “Code”), the Committee should:

(a) review periodically and recommend to the Board any amendments to the Code, and monitor the policiesand procedures established by the senior officers to ensure compliance with the Code;

(b) review actions taken by the senior officers to ensure compliance with the Code, the results of theconfirmations and the responses to any violations of the Code;

(c) monitor the disclosure of the Code, any proposed amendments to the Code and any waivers to the Codegranted by the Board; and

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(d) review the policies and procedures instituted to ensure that any departure from the Code by a director orsenior officer which constitutes a “material change” within the meaning of Applicable Laws isappropriately disclosed in accordance with Applicable Laws.

Whistleblower Policy

22. The Committee shall review the Corporation’s Whistleblower Policy (the “Policy”) periodically to determinewhether the Policy is effective in providing appropriate procedures to report violations (as defined in the Policy) orsuspected violations, and recommend to the Board any amendments to the Policy.

Independent Auditor

23. The Committee shall recommend to the Board, for appointment by shareholders, a firm of external auditors to act asthe Independent Auditor and shall monitor the independence and performance of the Independent Auditor. TheCommittee shall arrange and attend, as considered appropriate and at least annually, a private meeting with theIndependent Auditor and shall review and approve the remuneration of such Independent Auditor.

24. The Committee shall ensure that the lead audit partner at the Independent Auditor is replaced every seven years.

25. The Committee should resolve any otherwise unresolved disagreements between the senior officers of theCorporation and the Independent Auditor regarding the internal controls or financial reporting of the Corporation.

26. The Committee should pre-approve all audit and non-audit services not prohibited by law, including ApplicableLaws, to be provided by the Independent Auditor. The Chair may, and is authorized to, pre-approve non-auditservices provided by the Independent Auditor up to a maximum amount of $25,000 per engagement.

27. The Committee should review the audit plan of the Independent Auditor, including the scope, procedures and timingof the audit.

28. The Committee should review the results of the annual audit with the Independent Auditor, including matters relatedto the conduct of the audit.

29. The Committee should obtain timely reports from the Independent Auditor describing critical accounting policiesand practices applicable to the Corporation, the alternative treatment of information in accordance with IFRS thatwere discussed with the CFO, the ramifications thereof, and the Independent Auditor’s preferred treatment, andshould review any material written communications between the Corporation and the Independent Auditor.

30. The Committee should review the fees paid by the Corporation to the Independent Auditor and any otherprofessionals in respect of audit and non-audit services on an annual basis.

31. The Committee should review and approve the Corporation’s hiring policy regarding partners, employees andformer partners and employees of the present and any former Independent Auditor.

32. The Committee should monitor and assess the relationship between the senior officers of the Corporation and theIndependent Auditor, and monitor the independence and objectivity of the Independent Auditor.

Other Responsibilities

33. The Committee should review and assess the adequacy of this mandate from time to time and at least annually andsubmit any proposed amendments to the Board for consideration.

34. The Committee should perform any other activities consistent with this mandate and Applicable Laws as theCommittee or the Board considers advisable.

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Chair

35. The Chair should:

(a) provide leadership to the Committee and oversee the functioning of the Committee;

(b) chair meetings of the Committee (unless not present), including in-camera sessions, and report to the Boardfollowing each meeting of the Committee on the activities and any recommendations and decisions of theCommittee, and otherwise at such times and in such manner as the Chair considers advisable;

(c) ensure that the Committee meets at least quarterly in each financial year of the Corporation, and otherwiseas is considered advisable;

(d) in consultation with the Chairman of the Board and the members of the Committee, establish dates forholding meetings of the Committee;

(e) set the agenda for each meeting of the Committee, with input from other members of the Committee, theChairman of the Board, the Lead Director, if any, and any other appropriate individuals;

(f) ensure that Committee materials are available to any director upon request;

(g) act as a liaison, and maintain communication, with the Chairman of the Board, the Lead Director, if any,and the Board to co-ordinate input from the Board and to optimize the effectiveness of the Committee;

(h) report annually to the Board on the role of the Committee and the effectiveness of the Committee incontributing to the effectiveness of the Board;

(i) assist the members of the Committee to understand and comply with the responsibilities contained in thismandate;

(j) foster ethical and responsible decision making by the Committee;

(k) consider complaints covered by the Policy, undertake an investigation of the violation or suspectedviolation of the Code or as defined in the Policy, and promptly report to the Committee and the Board anycomplaint that may have material consequences for the Corporation and, for each financial quarter of theCorporation, the Chair should report to the Committee and to the Independent Auditor, in the aggregate, thenumber, the nature and the outcome of the complaints received and investigated under the Policy;

(l) together with the Corporate Governance and Nominating Committee, oversee the structure, compositionand membership of, and activities delegated to, the Committee from time to time;

(m) ensure appropriate information is provided to the Committee by the senior officers of the Corporation toenable the Committee to function effectively and comply with this mandate;

(n) ensure that appropriate resources and expertise are available to the Committee;

(o) ensure that the Committee considers whether any independent counsel or other experts or advisors retainedby the Committee are appropriately qualified and independent in accordance with Applicable Laws;

(p) facilitate effective communication between the members of the Committee and the senior officers of theCorporation, and encourage an open and frank relationship between the Committee and the IndependentAuditor;

(q) attend, or arrange for another member of the Committee to attend, each meeting of the shareholders of theCorporation to respond to any questions from shareholders that may be asked of the Committee;

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(r) in the event a Chairman of the Board is not appointed by the Board at the first meeting of the Boardfollowing the annual meeting of shareholders each year, and the position of Chair of the CorporateGovernance and Nominating Committee is vacant, serve as the interim Chairman of the Board until asuccessor is appointed; and

(s) perform such other duties as may be delegated to the Chair by the Committee or the Board from time totime.

Approved: August 20, 2013Amended: April 8, 2015

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INDEX TO FINANCIAL STATEMENTS

Page

TMAC Resources Inc. Interim Condensed Financial Statements for the quarter ended March 31, 2015 ........ F-2

TMAC Resources Inc. Audited Financial Statements for the year ended December 31, 2014 andthe period from October 30, 2012, date of incorporation, to December 31, 2013....................................... F-17

Hope Bay Gold Project Carve-out Financial Statements for the years endedDecember 31, 2012 and 2011...................................................................................................................... F-60

TMAC Resources Inc.

Interim Condensed Financial StatementsMarch 31, 2015(Unaudited)(Expressed in Canadian dollars, except where otherwise indicated)

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CONDENSED STATEMENT OF FINANCIAL POSITION(Unaudited)(Expressed in Canadian dollars)

TMAC RESOURCES INC. Financial Statements 2

Notes

As atMarch

31, 2015

As atDecember

31, 2014# $000s $000s

AssetsCurrent assets

Cash and cash equivalents 59,108 32,044Amounts receivable 126 795Consumables, materials and supplies 7,715 8,703Prepaid expenses 494 484Equipment held for sale 4,000 4,000

71,443 46,026

Non-current assetsProperty, plant and equipment 3 544,450 526,053Goodwill 80,600 80,600Other 5,022 4,504

630,072 611,157Total assets 701,515 657,183

LiabilitiesCurrent liabilities

Accounts payable and accrued liabilities 4,477 6,453Other liabilities 4 281 388

4,758 6,841

Non-current liabilitiesProvision for environmental rehabilitation 5 24,719 23,760Deferred tax liabilities 75,718 76,028

100,437 99,788Total liabilities 105,195 106,629

EquityShare capital 6 606,763 560,331Reserves 6 4,135 2,673Accumulated deficit (14,578) (12,450)

596,320 550,554Total equity and liabilities 701,515 657,183

Going Concern (note 1)Subsequent events (note 1)

The accompanying notes form an integral part of these financial statements.

F-3

CONDENSED STATEMENT OF PROFIT OR LOSS(Unaudited)(Expressed in Canadian dollars)


Notes

Threemonths ended

March 31, 2015

Threemonths ended

March 31, 2014# $000s $000s

General and administrativeSalaries and wages 501 380Share-based payments 1,079 -Professional fees and consulting 133 43Travel 19 22Investor relations 28 34Depreciation 4 -Office, regulatory and general 119 46

Loss before the following 1,883 525Finance income (120) (38)Finance expense 502 469Foreign exchange loss 1 15Other 79 -Loss before income taxes for the period 2,345 971Deferred income tax expense / (recovery) (217) (260)Net loss and comprehensive loss for the period 2,128 711

Net loss per shareBasic & diluted 6(d) ($0.04) ($0.03)

Weighted average number of shares (thousands)Basic & diluted 49,211 27,506


F-4

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY(Unaudited)(Expressed in Canadian dollars)


Notes SharesShare

Capital Reserves Deficit Total# #000s $000s $000s $000s $000s

Balance as at December 31, 2014 42,815 560,331 2,673 (12,450) 550,554Third Equity Financing 6(b)(iii) 7,815 40,482 - - 40,482Surface access rights payment 6(b)(iv) 1,133 5,950 - - 5,950Share-based payments 6(c)(i) - - 1,462 - 1,462Net loss for the period - - - (2,128) (2,128)Balance at March 31, 2015 51,763 606,763 4,135 (14,578) 596,320

Notes SharesShare

Capital Reserves Deficit Total# #000s $000s $000s $000s $000s

Balance as at December 31, 2013 27,506 482,788 496 (3,153) 480,131Net loss for the period - - - (711) (711)Balance at March 31, 2014 27,506 482,788 496 (3,864) 479,420


F-5

CONDENSED STATEMENT OF CASH FLOWS(Unaudited)(Expressed in Canadian dollars)


Notes

Threemonths

ended March31, 2015

Threemonths

ended March31, 2014

# $000s $000sNet loss for the period (2,128) (711)

Operating activitiesAdjusted for:

Share-based payments 6(c)(i) 1,079 -Finance income (120) (38)Finance expense 502 469Depreciation 4 -Unrealized foreign exchange loss 1 -Deferred tax expense (recovery) (217) (260)

Increase (decrease) in non-cash operating working capital:Amounts receivable 122 224Prepaid expenses (1) (20)Accounts payable and accrued liabilities (580) 78

Operating cash flows before interest and tax (1,338) (258)Cash tax paid - -Cash interest paid (381) (31)Cash flows from (used in) operating activities (1,719) (289)

Investing activitiesAdditions to property, plant and equipment (11,619) (3,461)Interest received 120 38Cash flows from (used in) investing activities (11,499) (3,423)

Financing activitiesThird Equity Financing, net of issue costs 6(b)(iii) 40,282 -Cash flows from (used in) financing activities 40,282 -Effects of exchange rate changes on cash and cashequivalents - -Net increase in cash and cash equivalents for the period 27,064 (3,712)Cash and cash equivalents at the beginning of the period 32,044 17,837Cash and cash equivalents at the end of the period 59,108 14,125


F-6

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTSMarch 31, 2015(Unaudited)(Expressed in Canadian dollars, except as otherwise noted)


1. NATURE OF OPERATIONS AND GOING CONCERN

TMAC Resources Inc. (“TMAC” or the "Company") was incorporated on October 30, 2012, in theProvince of Ontario, Canada, and is involved in the exploration, evaluation and development of the HopeBay mineral property in the Kitikmeot Region of Nunavut, Canada (“Hope Bay”). TMAC’s registeredaddress is 95 Wellington Street West, Suite 1010, Toronto, Ontario, M5J 2N7. These financial statementsare as at March 31, 2015 and for the three month period from January 1, 2015 to March 31, 2015 and thethree month period from January 1, 2014 to March 31, 2014.

At the annual and special meeting of shareholders of TMAC on June 25, 2015, the shareholders approveda motion for the Company to consolidate its Common Shares on a three to one basis. The Companycompleted the consolidation on the same day and accordingly, all information regarding the issued andoutstanding Common Shares, options, weighted average number and per share information has beenretroactively restated to reflect the three to one share consolidation.

TMAC’s efforts are devoted to the exploration, evaluation and development of Hope Bay. Therecoverability of the amount paid for the acquisition of, and investment in, Hope Bay is dependent uponthe discovery of economically recoverable reserves and resources, the preservation of the Company’sinterest in the underlying mineral licences and mining lease agreements, the ability to obtain necessaryfinancing to complete the exploration, evaluation and development of Hope Bay and the attainment ofprofitable operations thereat or, alternatively, the disposal of whole or part of Hope Bay or TMAC’sinterests therein on an advantageous basis.

TMAC is subject to risks and challenges similar to other companies in a comparable stage of explorationand development. These risks include, but are not limited to, continuing losses, dependence on keyindividuals and the ability to secure adequate financing to meet minimum capital required to successfullysatisfy its commitments and continue as a going concern.

For the three months ended March 31, 2015, the Company reported a loss of $2,128,000 and, as atMarch 31, 2015, an accumulated deficit of $14,578,000. As at March 31, 2015, TMAC does not havesufficient funds available from existing cash on hand to maintain its mineral investments, fund itsexploration and evaluation and administration costs and to develop Hope Bay for production. TMAC’sfuture is currently dependent upon its ability to obtain sufficient cash from external financing in order tofund the ultimate development and construction of Hope Bay. TMAC’s expenditures and commitments in2015 to date along with forecast minimum expenditures to March 31, 2016, result in the Companyforecasting it will not have sufficient funds on hand to meets its expenditure needs and to refinance, byDecember 31, 2015, the letters of credit currently maintained on its behalf (note8(a)(i)). Although thematurity date of the letters of credit support agreement was extended from June 30, 2014 to December31, 2015, there is no assurance that it would be extended again. While the Company has been successfulin raising funds to date, as evidenced by the financings in March 2013, April 2014, December 2014 andJanuary 2015, there can be no assurance that adequate funding will be available in the future, or availableunder terms acceptable to the Company, to meet its financial obligations for at least one year. Thesecircumstances indicate the existence of a material uncertainty that may cast significant doubt as to theability of the Company to meet its obligations as they come due and, accordingly, the ultimateappropriateness of the use of accounting principles applicable to a going concern. These financialstatements have been prepared on the going concern basis. Accordingly, they do not give effect toadjustments that would be necessary should the Company be unable to continue as a going concernand, therefore, be required to realize its assets and liquidate its liabilities and commitments in other thanthe normal course of business at amounts different from those in these financial statements.

F-7



2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

The condensed financial statements have been prepared in accordance with IAS 34, Interim FinancialReporting. The accounting policies of TMAC are in accordance with International Financial ReportingStandards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and follow thesame accounting policies and methods as noted in note 2 to the Company’s audited financial statementsfor the year ended December 31, 2014.

These condensed financial statements should be read in conjunction with the consolidated financialstatements for the year ended December 31, 2014.

(b) Basis of presentation

The financial statements have been prepared on the historical cost basis, except for the financialinstruments that are measured at fair value, using the same accounting policies as the audited annualfinancial statements for the period ended December 31, 2014. Historical cost is generally based on thefair value of the consideration given in exchange for assets.

The preparation of financial statements in conformity with IFRS requires management to makejudgments, estimates and assumptions that affect the amounts reported in the financial statements andrelated notes. These judgments, estimates and assumptions are based on management’s experienceand knowledge of the relevant facts and circumstances. Actual results may differ from those estimates.Information about areas of judgment and key sources of uncertainty and estimation is contained in thedescription of the accounting policies and/or the notes to the audited financial statements for the periodended December 31, 2014. There have been no changes in the nature of critical accounting judgments,assumptions and estimates in the preparation of these financial statements.

F-8



3. Property, plant and equipment

March 31, 2015 PropertyPlant and

equipmentMobile

equipment

Explorationand

evaluation Total$000s $000s $000s $000s $000s

CostBalance at December 31, 2014 213,505 242,595 6,780 64,223 527,103Additions- Acquisition and engineering - 3,748 1,134 308 5,190- Camp and logistics - - - 2,868 2,868- Capitalized depreciation - - - 101 101- Drilling and Assaying - - - 908 908- Environment - - - 827 827- Evaluation - - - 494 494- Share based payment - - - 383 383- Geology - - - 417 417- Property holding 534 - - - 534- Surface access rights payment 5,950 - - - 5,950

Environmental liability (note 5) 830 - - - 830Balance at March 31, 2015 220,819 246,343 7,914 70,529 545,605Accumulated depreciationBalance at December 31, 2014 - 533 517 - 1,050Depreciation - 88 17 - 105Balance at March 31, 2015 - 621 534 - 1,155Net value at March 31, 2015 220,819 245,722 7,380 70,529 544,450

All property, plant and equipment are currently in the exploration and evaluation stage.

On March 30, 2015, TMAC entered into a Mineral Exploration Agreement (“MEA”) granting TMAC accessto the Inuit-owned subsurface mineral rights administered by Nunavut Tunngavik Inc (“NTI”). Also onMarch 30, 2015, TMAC entered into a Framework Agreement (“FA”) and an Inuit Impact BenefitsAgreement (“IIBA”) administered by the Kitikmeot Inuit Association (“KIA”) for surface access rights. Boththe MEA and FA have 20 year terms. The MEA replaces the previous agreements, and all of thesubsurface mineral rights within Hope Bay have been consolidated into a single agreement. The MEArequires annual rent payments to be made for the subsurface mineral rights, a net profits interest royaltyfor the extraction of the minerals and a one-time payment of $8,000,000, payable in eight quarterlyinstallments, on the achievement of commercial production at the first mine that accesses Inuit-ownedsubsurface minerals at Hope Bay. The FA replaces the current agreements for land access and a newcommercial lease has been issued for the mining of the Doris deposit. The FA requires annual paymentsof $1,000,000 per annum, adjusted for inflation and a 1% net smelter return royalty in return for landaccess. TMAC issued 1,133,333 common shares with a fair value of $5,950,000 to the KIA on signing ofthe FA as partial consideration for the surface access rights. The IIBA contains terms required under theNunavut Land Claims Agreement to provide benefits to the Inuit from activities incurred on Inuit ownedland. These benefits include employment, training and contracting opportunities.

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4. Other liabilities

Other liabilities relate to the unamortized premium attributable to the proceeds received from the issuanceof flow-through Common Shares.

Three monthsended March

31, 2015

Yearended

December31, 2014

$000sBalance at beginning of period 388 -Premium from flow-through Common Shares issued - 497Reduction for qualifying exploration expenditures incurred (107) (109)

281 388

5. Provision for environmental rehabilitation

Three monthperiod ended

March31, 2015

Year endedDecember

31, 2014$000s $000s

Balance at beginning of period 23,760 16,681Adjustment in assumptions 830 6,646Accretion 129 433Balance at end of period 24,719 23,760

Provision is made for mine closure and environmental rehabilitation costs, which include the dismantlingand demolition of infrastructure, removal of residual materials and remediation of disturbed areas, in thefinancial period when the related environmental disturbance occurs based on the estimated future costsusing information available at the period end date.

The assumptions used in calculating the fair value of the provision is adjusted for significant changesevery reporting period as indicated in the table below and could result in significant changes in the carryingvalue of the liability.

Assumptions:

March31, 2015

December31, 2014

$000s $000sUndiscounted amount of estimated cash flows 24,719 24,719Payable in 2048 2048Inflation adjusted rate 0.0% 0.2%

Newmont Mining Corporation (collectively with subsidiaries “Newmont”) provided certain letters of thecredit (the “Letters of Credit”) associated with TMAC’s environmental rehabilitation obligations under thepermits that are held by Aboriginal Affairs and Northern Development Canada, the Department ofFisheries and Oceans and the KIA (note 8(a)(i)).

F-10



6. Share capital and reserves

(a) Authorized

TMAC is authorized to issue an unlimited number of common shares (the “Common Shares”).

At the annual and special meeting of shareholders of TMAC on June 26, 2014, the shareholders approveda motion to amend the Company’s articles of incorporation to remove the Non-Voting Shares as anauthorized class of shares in the capital of the Company thereby resulting in only one class of CommonShares.

(b) Issued and outstanding

TMAC had the following issued and outstanding Common Shares at March 31, 2015:

Number ofVotingShares

Number ofNon-Voting

Shares

TotalNumber of

CommonShares

Value ofCommon

Shares# # # $000s

Balance at December 31, 2013 andMarch 31, 2014 (i) 16,372,940 11,133,231 27,506,171 482,788Second Equity Financing (ii) 14,792,566 - 14,792,566 74,997Conversion of non-voting shares (iii) 11,133,231 (11,133,231) - -Common shares at June 30, 2014 and

September 30, 2014 42,298,737 - 42,298,737 557,785Third Equity Financing (iv) 516,666 - 516,666 2,546Balance at December 31, 2014 42,815,403 - 42,815,403 560,331Third Equity Financing(iv) 7,814,523 - 7,814,523 40,482Surface access rights (v) 1,133,333 - 1,133,333 5,950Balance at March 31, 2015 51,763,259 - 51,763,259 606,763

(i) Share reorganization

On June 25, 2015, at the annual and special meeting of shareholders of TMAC, the shareholdersapproved a motion for the Company to consolidate its Common Shares on a three to one basis. Thecompany completed the consolidation on the same day and accordingly, all information regardingthe issued and outstanding Common Shares, options, weighted average number and per shareinformation has been retroactively restated to reflect the three to one share consolidation.

(ii) Second Equity Financing

On April 28, 2014, the Company completed a second equity financing (the “Second EquityFinancing”) of 14,647,900 Common Shares (the “Second Non-FT Shares”) at $5.25/share, forgross proceeds of $76,901,000, and 144,666 of flow-through Common Shares (the “Second FTShares”) at $6.00/share, for gross proceeds of $868,000, for an aggregate amount of $77,769,000.Costs associated with the completion of the Second Equity Financing totaled $3,648,000($2,663,000 after deferred income taxes of $985,000) and were charged to share capital on theStatement of Changes in Shareholders’ Equity.

F-11



Resource Capital Fund VI L.P. (“RCF”), a private equity investment firm, acquired 12,400,000 of theSecond Non-FT Shares for a total of $65,100,000 which, immediately after closing of this financingresulted in RCF owning approximately 29.3%, and Newmont owning 45.2%, of the issued andoutstanding Common Shares, respectively. In accordance with the RCF subscription agreement,RCF was granted certain investor rights, including: Provided that RCF owns greater than or equal to 10% of TMAC’s issued and outstanding

Common Shares, RCF has the right to participate in any equity financing offering that TMACengages in up to such number of Common Shares that will allow RCF to maintain a percentageownership interest in the outstanding Common Shares that is the same as the RCF ownershippercentage immediately prior to completion of the offering;

The Board shall have no more than 10 members; Provided that RCF owns greater than or equal to 10% of TMAC’s issued and outstanding

Common Shares, RCF has the right to nominate one Board member. Should RCF own greaterthan or equal to 30% of TMAC’s issued and outstanding Common Shares, RCF has the right tonominate one additional independent Board member, and;

Voting its Common Shares in favour of TMAC’s stock option plan and restricted share plan atTMAC’s 2014 and 2015 annual general meetings of shareholders.

In addition, the Investor Rights Agreement with Newmont was amended to permit Newmont to votetheir Common Shares at their discretion under all circumstances other than for share-based paymentcompensation at TMAC’s 2014 and 2015 respective annual general meetings of shareholders.

The subscription agreement for the Second FT Shares requires TMAC to incur $868,000 of qualifyingCanadian Exploration Expenditures (“CEE”) and renounce the CEE to the Second FT Sharesshareholders with an effective date of December 31, 2014. The $0.75/share premium of the SecondFT Shares results in an other liability in the amount of $109,000. TMAC incurred sufficient qualifyingflow-through expenditures from April 28, 2014 to June 30, 2014 and recorded the reversal of theliability of $109,000 as a deferred tax recovery.

(iii) Conversion of non-voting shares

On June 5, 2014, Newmont converted its 11,133,231 Non-Voting Shares into 11,133,231 VotingShares which resulted in Newmont owning 45.2% of the Voting Shares of the Company.

(iv) Third Equity Financing

On December 30, 2014, the Company completed the first of two tranches (“Tranche 1”) of a thirdequity financing (the “Third Equity Financing”). Tranche 1 was comprised of 516,666 of flow-through Common Shares (the “Third FT Shares”) at $6.00/share, for gross proceeds of $3,100,000.Costs associated with the completion of the Third FT Shares issuance totaled $228,000 ($166,000after offsetting deferred income taxes of $62,000) and were charged to share capital on theStatement of Changes in Shareholders’ Equity.

The subscription agreement for the Third FT Shares requires TMAC to incur $3,100,000 of qualifyingCEE and renounce the CEE to the Third FT Shares shareholders with an effective date of December31, 2014. The $0.75/share premium of the Third FT Shares results in an other liability in the amountof $388,000. TMAC incurred $856,000 of qualifying flow-through expenditures from January 1, 2015to March 31, 2015 and recorded the reversal of $107,000 of the liability as a deferred tax recovery.

On January 16, 2015, the Company completed the second tranche (“Tranche 2”) of the Third EquityFinancing consisting of 7,814,523 Common Shares (the “Third Non-FT Shares”) at $5.,25/share,for gross proceeds of $41,026,000. Costs associated with the completion of the Third Non-FT Sharesissuance totaled $745,000 ($544,000 after offsetting deferred income taxes of $201,000) and werecharged to share capital on the Statement of Changes in Shareholders’ Equity.

F-12



RCF acquired 7,619,047 of the Third Non-FT Shares for a total of $40,000,000 which, immediatelyafter closing of this financing, resulted in RCF owning approximately 39.5%, and Newmont owning37.8%, of the issued and outstanding Common Shares, respectively. There were no changes inRCF’s rights from those acquired in the Second Equity Financing.

(v) Surface access rights

TMAC issued 1,133,333 Common Shares to the KIA on signing of the FA as partial consideration forthe surface access rights (note 3).

(c) Share-based payment plans

TMAC has a share option purchase plan (the “SOP”) and a restricted share plan (the “RSP”), (collectivelythe “Share Plans”).

(i) Share purchase option plan

Number ofoptions

Weightedaverageexercise

price# #

Balance at December 31, 2013 - -Granted 1,690,658 5.25Forfeited (127,332) 5.25Options at December 31, 2014 1,563,326 5.25Granted 1,072,994 5.25Options at March 31, 2015 2,636,320 5.25

On April 28, 2014, TMAC granted share purchase options with an exercise price of $5.25 per optionto the directors, officers and employees of the Company. The share purchase options vest in 3 equaltranches, with the first vesting immediately and the remaining two vesting on each of the followingtwo anniversaries of the grant. The options expire on April 28, 2019.

On June 26, 2014, TMAC granted share purchase options with an exercise price of $5.25 per optionto newly appointed officers and employees of the Company. The share purchase options vest in 3equal tranches, with the first vesting immediately and the remaining two vesting on each thefollowing two anniversaries of the grant. The options expire on June 26, 2019.

On September 22, 2014, TMAC granted share purchase options with an exercise price of $5.25 peroption to newly appointed officers of the Company. The share purchase options vest in 3 equaltranches, with the first vesting immediately and the remaining two vesting on each of the followingtwo anniversaries of the grant. The options expire on September 22, 2019.

On March 17, 2015 TMAC granted share purchase options with an exercise price of $5.25 per optionto the directors, officers and employees of the Company. The share purchase options vest in 3 equaltranches, with the first vesting immediately and the remaining two vesting on each of the followingtwo anniversaries of the grant. The options expire on March 17, 2020.

F-13



As at March 31, 2015, share purchase options granted and still outstanding were as follows:

Awards outstanding Awards exercisableGrant date Quantity Remaining

contractuallife

Exerciseprice

Quantity Remainingcontractual

life

Exerciseprice

# Years $ # Years $Apr 28, 2014 1,361,660 4.08 5.25 453,892 4.08 5.25Jun 26, 2014 101,666 4.24 5.25 33,890 4.24 5.25Sep 22, 2014 100,000 4.48 5.25 33,334 4.48 5.25Mar 17, 2015 1,072,994 4.96 5.25 357,672 4.96 5.25

2,636,320 4.46 5.25 878,788 4.46 5.25

The fair value of the Company’s options granted during the three month period ended March 31,2015 of $2.58 per option were estimated using the Black-Scholes option pricing method using thefollowing weighted average assumptions:

March 31,2015

Risk free interest rate 0.52%Expected dividend yield 0%Expected volatility (1) 76%Expected life 3 yearsForfeiture rate 0%

(1) The expected volatility was calculated using the historical share price movement of comparable publically traded companies considered to be

included in TMAC’s peer group over the same period as the expected life of the option being valued.

The grant date fair values of share purchase options granted to personnel directly involved in theCompany’s projects are capitalized over the vesting period; share-based payment costs for all otheroptions are expensed over the vesting period. The fair values of share purchase options expensedand capitalized during the period are as follows:

March 31,2015

$000sExpensed 1,079Capitalized 383

1,462

The total fair value of unvested options that will be recognized in the Statement of Profit or Loss orcapitalized as exploration and evaluation assets in future period’s amounts to $2,659,000 as at March31, 2015.

(ii) Restricted share plan

As at March 31, 2015, no Restricted Share Rights had been granted by the Board.

(d) Earnings (loss) per share

The impact of outstanding potentially dilutive instruments are excluded from the diluted sharecalculation for loss per share amounts as they are anti-dilutive.

F-14



(e) Nature and purpose of reserves

The reserve for contributed surplus relates to the vested portion of the options issued under theCompany’s SOP.

7. Financial instruments and risk management

(a) Financial instruments hierarchy and fair values

The three levels of the fair value hierarchy with respect to required disclosures about the inputs to fairvalue measurements are: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly

or indirectly; and, Level 3 – Inputs that are not based on observable market data.

TMAC’s financial assets and liabilities are recorded and measured as follows:

Asset or Liability CategorySubsequentMeasurement

Cash and cash equivalents Fair value through profit or loss Fair valueAmounts receivable Loans and receivables Amortized costAccounts payables and accrued

liabilities Other liabilities Amortized cost

The carrying values of cash and cash equivalents, amounts receivable and accounts payable and accruedliabilities reflected in the Statement of Financial Position approximate fair value because of the short-termmaturity of these financial instruments and are classified as Level 1 in accordance with the fair valuehierarchy.

8. Related party transactions

(a) Transactions with Newmont

Newmont is a related party as a result of its ownership interest in TMAC’s Common Shares. Thetransactions with Newmont are as follows;

Payments onbehalf of TMAC

Letters ofCredit (i) Total

$000s $000s $000sBalance at December 31, 2013 - - -Transactions 447 830 1,277Payments (447) (449) (896)Balance at December 31, 2014 - 381 381Transactions - 373 373Payments - (381) (381)Balance at March 31, 2015 - 373 373

F-15



(i) Letters of Credit

On December 5, 2014, TMAC and Newmont entered into an agreement whereby Newmont wouldcontinue to maintain the Letters of Credit until December 31, 2015. Beginning with the calendarquarter ending September 30, 2014, TMAC shall make a cash payment to Newmont on the 15thcalendar day after the last day of each calendar quarter in an amount equal to 8.4% of the averageof the aggregate of the face values of the Letters of Credit for such prior calendar quarter multipliedby the number of days in the calendar quarter divided by 365. At TMAC’s option up to 76.19% of theamount due each calendar quarter (i.e. 6.4% of the 8.4%) may by paid by TMAC to Newmont by wayof Common Shares of an equivalent value, which value will be the issue price per Common Share inthe most recently completed equity financing conducted by TMAC that includes purchases bypersons who are not insiders of TMAC, with the rest (i.e. 2.0% of the 8.4%) being paid in cash. TMACmade the payments for both the third and fourth quarter of 2014 in cash.

As at March 31, 2015, the amount of the Letters of Credit maintained by Newmont with respect tothe Hope Bay environmental rehabilitation obligations totaled approximately $18 million (December31, 2014 - $18 million) and are secured by a general security agreement.

In addition to the approximately $18 million of Letters of Credit that Newmont maintains on behalf ofHope Bay for environmental rehabilitation liabilities, TMAC provided the KIA with a corporateguarantee in the amount of $8.0 million with respect to additional environmental rehabilitationassurance to, essentially, provide twice the amount of assurance as required by the Federalregulators on certain aspects of the Hope Bay site environmental rehabilitation (the “OverbondingAmount”). The Overbonding Amount is secured by a general security agreement (the “KIA GSA”).The KIA GSA is in second position to Newmont’s general security agreement.

(b) Transaction with RCF

RCF is a related party as a result of its ownership interest in TMAC’s Common Shares. TMAC reimbursedRCF for the out-of-pocket expenditures incurred by RCF during the completion of the due-diligenceperformed on TMAC for their participation in equity financings:

Total$000s

Balance at December 31, 2013 -Transactions 109Payments (109)Balance at December 31, 2014 -Transactions 31Payments (31)Balance at March 31, 2015 -

(c) Compensation of key management personnel

The compensation of directors and other key members of management personnel during the period wasas follows:

Three months endedMarch 31, 2015

$000sManagement compensation 2,139Directors fees 292

2,431

F-16

TMAC Resources Inc.

Audited Financial StatementsFor the year ended December 31, 2014 and the period from October 30, 2012, date ofincorporation, to December 31, 2013(Expressed in Canadian dollars, except where otherwise indicated)

F-17


MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

Management acknowledges responsibility for the preparation and presentation of financial statements ofTMAC Resources Inc. (the “Company”) which have been prepared in accordance with InternationalFinancial Reporting Standards as issued by the International Accounting Standards Board. The financialstatements reflect management’s best estimates and judgments based on currently available informationand for the choice of accounting principles and methods that are appropriate to the Company’scircumstances.

Management has developed and maintains a system of internal controls in order to ensure, on a reasonableand cost effective basis, the reliability of its financial information.

The Board of Directors is responsible for reviewing and approving the financial statements together withother financial information of the Company and for ensuring that management fulfills its financial reportingresponsibilities. The Audit Committee, whose members are independent directors of the Company, assiststhe Board of Directors in fulfilling this responsibility. The Audit Committee meets with management and theexternal auditors periodically. The Audit Committee reviews the internal controls over the financial reportingprocess, the financial statements and the auditors’ report. The Audit Committee reports its findings to theBoard of Directors for its consideration in approving the financial statements together with other financialinformation of the Company for issuance to shareholders. The Audit Committee also has the responsibilityof engaging the external auditors.

The financial statements have been audited by KPMG LLP. Their report outlines the scope of theirexamination and opinion on the financial statements.

Management recognizes its responsibility for conducting the Company’s affairs in compliance withestablished financial standards, and applicable laws and regulations, and for maintaining proper standardsof conduct for its activities.

Catharine Farrow Ronald P. GagelChief Executive Officer Executive Vice President and Chief Financial Officer

June 25, 2015Toronto, Canada

F-18

KPMG LLP Telephone (416) 777-8500Chartered Accountants Fax (416) 777-8818Bay Adelaide Centre Internet www.kpmg.ca333 Bay Street Suite 4600Toronto ON M5H 2S5

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMGnetwork of independent member firms affiliated with KPMG International Cooperative(“KPMG International”), a Swiss entity.KPMG Canada provides services to KPMG LLP.

INDEPENDENT AUDITORS’ REPORT

The Board of Directors of TMAC Resources Inc.

We have audited the accompanying financial statements of TMAC Resources Inc., which comprise thestatements of financial position as at December 31, 2014 and December 31, 2013, the statements of profitor loss, changes in shareholders’ equity and cash flows for the year ended December 31, 2014 and theperiod from October 30, 2012, date of incorporation, to December 31, 2013, and notes, comprising asummary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements inaccordance with International Financial Reporting Standards, and for such internal control as managementdetermines is necessary to enable the preparation of financial statements that are free from materialmisstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conductedour audits in accordance with Canadian generally accepted auditing standards. Those standards requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on our judgment, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, we consider internal control relevant to the entity’s preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An auditalso includes evaluating the appropriateness of accounting policies used and the reasonableness ofaccounting estimates made by management, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to providea basis for our audit opinion.

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Page 2

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of TMACResources Inc. as at December 31, 2014 and December 31, 2013, and its financial performance and itscash flows for the year ended December 31, 2014 and the period from October 30, 2012, date ofincorporation, to December 31, 2013 in accordance with International Financial Reporting Standards.

Emphasis of Matter

Without modifying our opinion, we draw attention to Note 1 in the financial statements which indicates thatTMAC Resources Inc.’s ability to maintain its mineral investments, fund its exploration and evaluation andadministration costs and refinance letters of credit required under its mineral permits is contingent uponcompleting additional financing, and there is no assurance that adequate financing will be available in thefuture. These conditions, along with other matters as set forth in Note 1 in the financial statements, indicatethe existence of a material uncertainty that may cast significant doubt about TMAC Resources Inc.’s abilityto continue as a going concern.

Chartered Professional Accountants, Licensed Public AccountantsJune 25, 2015Toronto, Canada

F-20

STATEMENT OF FINANCIAL POSITIONAs at December 31, 2014 and December 31, 2013(Expressed in Canadian dollars)


Notes

As atDecember

31, 2014

As atDecember

31, 2013$000s $000s

AssetsCurrent assets

Cash and cash equivalents 32,044 17,837Amounts receivable 4 795 406Consumables, materials and supplies 5 8,703 7,097Prepaid expenses 484 850Equipment held for sale 6 4,000 -

46,026 26,190

Non-current assetsProperty, plant and equipment 6 526,053 483,696Goodwill 7 80,600 80,600Other 8 4,504 2,798

611,157 567,094Total assets 657,183 593,284

LiabilitiesCurrent liabilities

Accounts payable and accrued liabilities 9 6,453 1,803Newmont Loan 10 - 14,369Other liabilities 11 388 -

6,841 16,172

Non-current liabilitiesProvision for environmental rehabilitation 12 23,760 16,681Deferred tax liabilities 13 76,028 80,300

99,788 96,981Total liabilities 106,629 113,153

EquityShare capital 14 560,331 482,788Reserves 14 2,673 496Accumulated deficit (12,450) (3,153)

550,554 480,131Total equity and liabilities 657,183 593,284

Going Concern (note 1)Commitments and contingencies (note 20)Subsequent events (note 1 and 21)


Approved on behalf of the board of directors

A. Terrence MacGibbon Andrew P. AdamsExecutive Chairman Director

F-21

STATEMENT OF PROFIT OR LOSSFor the year ended December 31, 2014 and the period from October 30, 2012, date of incorporation, to December 31, 2013(Expressed in Canadian dollars)


Notes

Year endedDecember 31,

2014

Period endedDecember 31,

2013$000s $000s

General and administrativeSalaries and wages 3,464 1,220Share-based payments 14 1,948 -Impairment of equipment held for sale 6 4,538 -Professional fees and consulting 876 591Travel 187 155Investor relations 122 33Office, regulatory and general 258 130

Loss before the following 11,393 2,129Finance income 15 (430) (170)Finance expense 15 1,688 381Foreign exchange loss 16 1Business development expenses 3 - 1,176Loss before income taxes for the period 12,667 3,517Deferred income tax expense / (recovery) 13 (3,209) (364)Net loss and comprehensive loss for the period 9,458 3,153

Net loss per share 14(d)Basic & diluted ($0.25) ($0.17)

Weighted average number of shares (thousands)Basic and diluted 37,560 19,078


F-22

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYFor the year ended December 31, 2014 and the period from October 30, 2012, date of incorporation, to December 31, 2013(Expressed in Canadian dollars)


Notes SharesShare

Capital Reserves Deficit Total#000s $000s $000s $000s $000s

Balance as at October 30, 2012 - - - - -Private placement and share split 14 4,200 - - - -Issued on purchase of Hope Bay 3 19,133 450,000 - - 450,000Initial Equity Financing 14 3,832 32,788 - - 32,788Initial Equity Financing Rights 14 341 - - - -Equity component of Newmont

Loan, net of tax 10 - - 496 - 496Net loss for the period - - - (3,153) (3,153)Balance as at December 31, 2013 27,506 482,788 496 (3,153) 480,131Second Equity Financing 14(b)(vi) 14,792 74,997 - - 74,997Prepayment of Newmont loan, net

of tax 10 - - (496) 161 (335)Third Equity Financing 14(b)(viii) 517 2,546 - - 2,546Share Based Payments 14(c) - - 2,673 - 2,673Net loss for the year - - - (9,458) (9,458)Balance as at December 31, 2014 42,815 560,331 2,673 (12,450) 550,554


F-23

STATEMENT OF CASH FLOWSFor the year ended December 31, 2014 and the period from October 30, 2012, date of incorporation, to December 31, 2013(Expressed in Canadian dollars)


Notes


2014

Period endedDecember 31,

2013$000s $000s

Net loss for the period (9,458) (3,153)

Operating activitiesAdjusted for:

Share-based payments 1,948 -Finance income 15 (430) (170)Finance expense 15 1,688 381Unrealized foreign exchange loss 5 1Impairment of equipment held for sale 6 4,538 -Deferred tax expense (recovery) 13 (3,209) (364)

Increase (decrease) in non-cash operating working capital:Amounts receivable (389) (406)Prepaid expenses (79) (211)Accounts payable and accrued liabilities 1,180 103

Operating cash flows before interest and tax (4,206) (3,819)Cash tax paid -Cash interest paid (438) (32)Cash flows from (used in) operating activities (4,644) (3,851)

Investing activitiesAdditions to property, plant and equipment 6 (43,302) (26,150)Interest received 430 170Cash flows from (used in) investing activities (42,872) (25,980)

Financing activitiesInitial equity financing, net of issue costs 14(b) - 32,669Second equity financing, net of issue costs 14(b) 74,121 -Third equity financing, net of issue costs 14(b) 2,872 -Newmont Loan 10 (15,265) 15,000Cash flows from (used in) financing activities 61,728 47,669

Effects of exchange rate changes on cash and cashequivalents (5) (1)Net increase in cash and cash equivalents for the period 14,207 17,837Cash and cash equivalents at the beginning of the period 17,837 -Cash and cash equivalents at the end of the period 32,044 17,837


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NOTES TO THE FINANCIAL STATEMENTSAs at December 31, 2014 and December 31, 2013(Expressed in Canadian dollars, except as otherwise noted)


1. NATURE OF OPERATIONS AND GOING CONCERN

TMAC Resources Inc. (“TMAC” or the "Company") was incorporated on October 30, 2012, in theProvince of Ontario, Canada, and is involved in the exploration, evaluation and development of the HopeBay mineral property in the Kitikmeot Region of Nunavut, Canada (“Hope Bay”) (note 3). TMAC’sregistered address is 95 Wellington Street West, Suite 1010, Toronto, Ontario, M5J 2N7. These financialstatements are for the year ended December 31, 2014 and the fourteen month period from October 30,2012, date of incorporation, to December 31, 2013.

At the annual and special meeting of shareholders of TMAC on June 25, 2015, the shareholders approveda motion for the Company to consolidate its Common Shares on a three to one basis. The Companycompleted the consolidation on the same day and accordingly, all information regarding the issued andoutstanding Common Shares, options, weighted average number and per share information has beenretroactively restated to reflect the three to one share consolidation.

TMAC’s efforts are devoted to the exploration, evaluation and development of Hope Bay. Therecoverability of the amount paid for the acquisition of, and investment in, Hope Bay is dependent uponthe discovery of economically recoverable reserves and resources, the preservation of the Company’sinterest in the underlying mineral licences and mining lease agreements, the ability to obtain necessaryfinancing to complete the exploration, evaluation and development of Hope Bay and the attainment ofprofitable operations thereat or, alternatively, the disposal of whole or part of Hope Bay or TMAC’sinterests therein on an advantageous basis.

TMAC is subject to risks and challenges similar to other companies in a comparable stage of explorationand development. These risks include, but are not limited to, continuing losses, dependence on keyindividuals and the ability to secure adequate financing to meet minimum capital required to successfullysatisfy its commitments and continue as a going concern.

For the year ended December 31, 2014, the Company reported a loss of $9,458,000 and, as at December31, 2014, an accumulated deficit of $12,450,000. As at December 31, 2014, TMAC does not havesufficient funds available from existing cash on hand to maintain its mineral investments, fund itsexploration and evaluation and administration costs and to develop Hope Bay for production. TMAC’sfuture is currently dependent upon its ability to obtain sufficient cash from external financing in order tofund the ultimate development and construction of Hope Bay. The Company raised gross proceeds of$41,026,000 from Tranche 2 of the Third Equity Financing in January 2015 (note 21(b)). TMAC’sexpenditures and commitments in 2015 to date along with forecast minimum expenditures for the balanceof the year, result in the Company forecasting to have less than $18 million of cash remaining on hand atDecember 31, 2015. Accordingly, the Company does not have sufficient funds on hand to meets itsexpenditure needs and to refinance, by December 31, 2015, the letters of credit currently maintained onits behalf (note18(iv)). Although the maturity date of the letters of credit support was extended from June30, 2014 to December 31, 2015, there is no assurance that it would be extended again. While theCompany has been successful in raising funds to date, as evidenced by the financings in March 2013,April 2014, December 2014 and January 2015, there can be no assurance that adequate funding will beavailable in the future, or available under terms acceptable to the Company, to meet its financialobligations for at least one year. These circumstances indicate the existence of a material uncertaintythat may cast significant doubt as to the ability of the Company to meet its obligations as they come dueand, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a goingconcern. These financial statements have been prepared on the going concern basis. Accordingly, theydo not give effect to adjustments that would be necessary should the Company be unable to continue asa going concern and, therefore, be required to realize its assets and liquidate its liabilities andcommitments in other than the normal course of business at amounts different from those in thesefinancial statements.

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

The board of directors (the “Board”) approved these financial statements on June 25, 2015.


The financial statements have been prepared on the historical cost basis, except for the financialinstruments that are measured at fair value, as explained in the accounting policies below. Historical costis generally based on the fair value of the consideration given in exchange for assets.

(c) Functional and presentation currency and foreign currency transactions

The financial statements are presented in Canadian dollars. The functional currency of TMAC is theCanadian dollar.

Transactions denominated in a foreign currency have been translated into Canadian dollars at exchangerates on the date of the transaction. Monetary assets and liabilities denominated in a foreign currency atthe period end date are translated to the functional currency at the rate of exchange at that date. Anyconversion differences are recorded as exchange gains or losses in the Statement of Profit or Loss.

(d) Measurement uncertainty - critical accounting judgments and estimation uncertainties

The preparation of financial statements in conformity with IFRS requires management to make judgments,estimates and assumptions that affect the amounts reported in the financial statements and related notes.These judgments, estimates and assumptions are based on management’s experience and knowledgeof the relevant facts and circumstances. Actual results may differ from those estimates. Information aboutareas of judgment and key sources of uncertainty and estimation is contained in the description of theaccounting policies and/or the notes to the financial statements.

Judgments, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions toaccounting estimates are recognized in the period in which the estimates are revised.

The key areas where judgments, estimates and assumptions have been made in the reporting period orthat have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilitieswithin the next financial year are summarized below.

(i) Estimated reserves and resources

Reserves and resources are estimates of the amount of metal that can be extracted from theCompany’s properties, considering both economic and legal factors. Estimating the quantity and/orgrade of reserves and resources requires the analysis of drilling samples and other geological data.Calculating reserve and resource estimates requires decisions on assumptions about geological,technical and economic factors, including quantities, grades, production techniques, recovery rates,production costs, transportation costs, commodity prices and foreign exchange rates.

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Estimates of reserves and resources may change from period to period as the economicassumptions used to estimate reserves and resources change from period to period, and as a resultof additional geological data generated during the course of operations. Changes in reportedreserves and resources may affect TMAC’s financial position in a number of ways, including thefollowing:

Asset carrying values may be affected due to changes in estimated future cash flows; Prospective depreciation charges in the Statement of Profit or Loss may change when such

charges are determined by the unit-of-production basis, or when the useful lives of assetschange; and

Provision for reclamation liabilities balances may be affected as the estimated timing ofreclamation activities is adjusted for changes in the estimated mine life as determined bythe available reserves and resources.

(ii) Determination of useful life of assets for depreciation purposes

Significant judgment is involved in the determination of the useful life and residual value of long-livedassets that drive the calculation of depreciation charges. Changes in the estimate of useful lives andresidual values may impact the depreciation calculations.

(iii) Impairment of property, plant and equipment

Judgment is involved in assessing whether there are any indications that an asset or cash generatingunit (“CGU”) may be impaired. This assessment is made based on an analysis of, amongst otherfactors, changes in the market or business environment, events that have transpired that haveimpacted the asset or CGU and information from internal reporting.

For the purpose of determining the recoverable amount of an asset or CGU operating results andnet cash flow forecasts are determined by estimating the expected future revenues and costs,including the future cash costs of production, capital expenditures, site closure and environmentalrehabilitation. The net cash flow forecast includes cash flows expected to be realized from theextraction, processing and sale of proven and probable ore reserves as well as mineral resourcesthat do not currently qualify for inclusion in proven and probable ore reserves when there is a highdegree of confidence in the economic extraction of such non-reserve material. This expectation isusually based on preliminary drilling and sampling of areas of mineralization that are contiguous withexisting reserves and resources.

Judgment is also required in estimating the discount rate applied and future commodity prices usedfor impairment testing. The long-term commodity prices are derived from forward prices and analysts’commodity price forecasts. These assessments often differ from current price levels and are updatedperiodically.

Impairment testing is done at the CGU level. TMAC expects to have multiple possible mining areasand management must exercise judgment in determining what constitutes a CGU and the degree ofaggregation of various assets. These factors impact the impairment analysis performed as the resultsof the impairment analysis might differ based on the composition of the various CGU’s.

F-27



(iv) Fair value of assets and liabilities acquired in business combinations

In a business combination the identifiable assets and liabilities are measured at fair value on the dateof acquisition. The determination of the fair value of the assets and liabilities is based, to aconsiderable extent, on management’s judgments and estimates, as of the acquisition date, of theamount of mineral reserves and resources acquired, the exploration potential for areas with noidentified mineral reserves and resources, future commodity prices, future operating costs andcapital expenditure requirements and discount rates. Any excess of acquisition cost over the fairvalue of the identifiable net assets is recognized as goodwill.

(v) Determining if an acquisition is a business

A business combination is defined as an acquisition of assets and liabilities that constitute abusiness. A business consists of inputs, including non-current assets, and processes, includingoperational processes, that when applied to those inputs have the ability to create outputs thatprovide a return to the Company and its shareholders. When acquiring a set of activities or assets inthe exploration, evaluation and development stage, which may not have outputs, judgment isrequired to consider other factors to determine whether the set of activities or assets is a business.Those factors include, but are not limited to, whether the set of activities or assets: Has begun planned principal activities; Has employees, intellectual property and other inputs and processes that could be applied to

those inputs; Is pursuing a plan to produce outputs; and, Will be able to obtain access to customers that will purchase the outputs.

Not all of the above factors need to be present for a particular integrated set of activities or assets inthe exploration and development stage to qualify as a business.

(vi) Environmental rehabilitation costs

Environmental rehabilitation obligation provisions represent management’s best estimate of thepresent value of the future costs to close and rehabilitate the mine site. Significant estimates andassumptions are made in determining the amount of future environmental rehabilitation costs. Theseestimates and assumptions deal with uncertainties such as: requirements of the relevant legal andregulatory framework; the magnitude of possible contamination; determination of the appropriatediscount rate; and, the timing, extent and costs of required mine closure and environmentalrehabilitation activities. These uncertainties may result in future actual expenditures that differ fromthe amounts currently provided. Management assesses the provision for environmental rehabilitationon an annual basis or when new information becomes available.

(vii) Taxation

The provision for income taxes and composition of income tax assets and liabilities requiresmanagement’s judgment as to the types of obligations considered to be a tax on income in contrastto an operating cost. The application of income tax legislation also requires judgment in order tointerpret the various legislations and apply those interpretations to the Company’s transactions.

F-28



Management judgments and estimates are required in assessing whether deferred income taxassets are recognized in the Statement of Financial Position. Judgments are made as to whetherfuture taxable profits will be available in order to recognize certain deferred income tax assets.Assumptions about the generation of future taxable profits depend on management’s estimates offuture cash flows resulting from estimates of future production and sales volumes, commodity prices,reserves and resources, operating costs and other capital management transactions. Thesejudgments, estimates and assumptions are subject to risks and uncertainties and, therefore, there isa possibility that changes in circumstances will alter expectations, which may impact the amount ofdeferred income tax assets recognized in the Statement of Financial Position and the benefit of othertax losses and temporary differences not yet recognized.

There are a number of factors that can significantly impact TMAC’s effective tax rate including thegeographic distribution of income, varying rates in different jurisdictions within Canada, the non-recognition of deferred income tax assets, mining allowance, foreign currency exchange ratemovements, changes in tax laws and the impact of specific transactions and assessments. Due tothe number of factors that can potentially impact the effective tax rate and the sensitivity of the taxprovision to these factors, it is expected that TMAC’s effective tax rate will fluctuate in future periods.

(viii) Share-based payments

The fair value of shared-based payments is calculated using an appropriate option pricing model.The main assumptions used in the model include the estimated life of the option, the expectedvolatility of the Company’s share price (using historical volatility of similar publicly traded companiesas a reference), the expected dividends, the expected forfeiture rate and the risk-free rate of interest.The resulting value calculated is not necessarily the value that the holder of the option could receivein an arm’s length transaction given that there is no market for the options and they are nottransferrable.

(ix) Functional currency

Judgment is required to determine the functional currency of an entity. These judgments arecontinuously evaluated and are based on management’s experience and knowledge of the relevantfacts and circumstances.

(x) Compound financial instruments

The fair value of the liability component of convertible debt is determined using management’s bestestimate of what the interest of a similar loan without a conversion option would be.

(xi) Contingencies

Contingencies can be either possible assets or possible liabilities arising from past events which, bytheir nature, will only be resolved when one or more future events not wholly within the control of theCompany occur or fail to occur. The assessment of such contingencies inherently involves theexercise of significant judgment and estimates of the outcome of future events. In assessing losscontingencies related to legal proceedings that are pending against TMAC or unasserted claims thatmay result in such proceedings, or regulatory or government actions that may negatively impactTMAC’s business or operations, the Company and its legal counsel evaluate the perceived merits ofany legal proceedings or unasserted claims or actions as well as the perceived merits of the natureand amount of relief sought or expected to be sought, when determining the amount, if any, torecognize as a provision or on assessing the impact on the carrying value of assets. Contingentassets are not recognized in the financial statements.

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(e) Business combinations

Business combinations are accounted for by applying the acquisition method of accounting, whereby theidentifiable assets and liabilities are recognized and measured at their fair value on the date of acquisition.Mineral rights that can be reliably valued are recognized in the assessment of fair values on acquisition.Goodwill is recognized either when the purchase price exceeds the fair value of the identifiable net assetsor when there are deferred income taxes arising on the business combination. When certain informationrelating to the fair value is not finalized at the time of reporting, provisional fair values allocated at a periodend date are finalized as soon as the relevant information is available, within a period not to exceed twelvemonths from the acquisition date with retroactive restatement of the impact of adjustments to thoseprovisional fair values effective as at the acquisition date. Costs related to business combinationacquisitions are expensed as incurred.

(f) Cash and cash equivalents

Cash and cash equivalents consist of cash held with major Canadian financial institutions in the form ofcash and guaranteed investment certificates with investment terms that are less than 90 days at the timeof acquisition

(g) Consumables, materials and supplies and other assets

Consumables and materials and supplies inventories are valued on a weighted average basis and carriedat the lower of acquisition cost and net realizable value.

Other assets is comprised of gold ore on surface and prepayments for long-term assets. Gold ore onsurface is valued at the lower of production cost and net realizable value. Net realizable value is theestimated selling price in the ordinary course of business, less the estimated costs of completion andselling.

(h) Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and accumulatedimpairment charges, if any.

(i) General

Property, plant and equipment costs include the fair value of consideration paid, including cash andshares, if any, on acquisition. Exploration expenditures relate to the initial search for deposits witheconomic potential. Evaluation expenditures arise from a detailed assessment of deposits or projectsthat have been identified as having economic potential. When a decision is made that an explorationand evaluation project has advanced to the development for production stage, the accumulated costsassociated with that project are reclassified to project under development. Development costs arecapitalized and include the costs associated with bringing the project to the production stage. Whena decision is made that a project under development has advanced to the production stage, theaccumulated costs associated with that project are reclassified as mining operations. At theproduction stage, the capitalization of certain mine construction costs ceases and such future costsare either capitalized to inventory or expensed. Other costs related to property, plant and equipmentadditions or improvements, underground mine development that have a future economic benefit, andexploration and evaluation expenditures that meet the criteria for capitalization, are capitalized.

The amount of property acquisition costs and their related deferred exploration and evaluation anddevelopment expenditures represent historic expenditures incurred and are not intended to reflectpresent or future fair values.

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Upon sale or abandonment of any mineral interest, the cost and related accumulated depreciationare written-off and any gains or losses thereon are included in the Statement of Profit or Loss.

(ii) Property

Property includes its purchase price and, prior to the commencement of production, any governmentfees and taxes and usage fees for aboriginal organizations thereon to maintain the property in goodstanding.

(iii) Plant, equipment and mobile equipment

Plant, equipment and mobile equipment include its purchase price, any costs directly attributable tobringing it to the location and condition necessary for it to be capable of operating in the mannerintended by management and the estimated mine closure and environmental rehabilitation costsassociated with dismantling and removing the asset.

(iv) Exploration and evaluation

Exploration and evaluation costs are capitalized and are comprised of costs that are directlyattributable to: Researching and analyzing existing exploration data; Conducting geological studies, exploration drilling and sampling; Examining and testing extraction and treatment methods; and, Activities in relation to evaluating the technical feasibility and commercial viability of extracting

a mineral resource.

(v) Development costs

Development costs are capitalized until the mineral property is determined to be in production,becomes inactive, is sold or abandoned. Development costs include costs related to accessing theore body, designing and constructing the production infrastructure, borrowing costs relating toconstruction and other costs that can be directly attributed to bringing the assets to the conditionnecessary for their intended use. This includes costs associated with the commissioning periodbefore the asset is in production and can operate at the level intended by management.

(vi) Depreciation

The carrying amounts of property, plant and equipment are depreciated to their estimated residualvalue over the estimated useful life of the specific assets to which they relate.

Accumulated development property costs are not depreciated prior to the commencement ofproduction.

Estimates of residual values and useful lives and the method of depreciation are reassessedannually. Any change in estimate is taken into account in the determination of remaining depreciationcharges. Depreciation commences on the date when the asset is available for use in the locationand condition necessary to be operated in the manner intended by management, as follows: Property - based on reserves and resources in the mine plan on a unit-of-production basis; Plant and equipment - straight-line over the estimated useful life of the asset or on a unit-of-

production basis based on the usage of the asset; Buildings - straight-line over the estimated useful life of the asset or on a unit-of-production basis

based on the usage of the asset; and, Mobile equipment – straight-line over 2 to 5 years based on the estimated useful life in years or

on a unit-of-production basis based on the usage of the asset.

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(vii) Impairment

At the end of each reporting period, the Company reviews its property, plant and equipment at theCGU level to determine whether there is any indication of impairment. The Company will perform animpairment test on its property, plant and equipment if an indicator of impairment exists. In addition,when property, plant and equipment in the exploration and evaluation stage are reclassified to projectunder development, the Company will perform an impairment test.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, thecarrying amount is reduced to the recoverable amount. Impairment is recognized immediately in theStatement of Profit or Loss. If the circumstances leading to the impairment change, and animpairment subsequently reverses, the carrying amount is increased to the revised estimate ofrecoverable amount but only to the extent that it does not exceed the carrying value that would havebeen determined if no impairment had previously been recognized. Any subsequent reversal of animpairment loss is recognized in the Statement of Profit or Loss.

The recoverable amount for property, plant and equipment is generally determined based on its fairvalue less costs of disposal, which represents the present value of the estimated future cash flowsexpected to arise from the continued use of the asset, including any expansion prospects, and itseventual disposal, using assumptions that an independent market participant may take into account.The Company’s weighted average cost of capital is used as a starting point for determining thediscount rate.

(i) Goodwill

Goodwill arising on a business combination, including goodwill resulting from the required deferred taxadjustment, is carried at cost as established at the date of acquisition of the business, less accumulatedimpairment charges, if any.

Goodwill is tested for impairment on an annual basis and whenever there is an indication of impairment.For the purposes of impairment testing, goodwill is allocated to the same CGU as the assets acquired inthe business combination through which it was created.

(j) Leases

Leases in which substantially all of the risks and rewards of ownership are retained by the lessor areclassified as operating leases. Payments made under operating leases (net of any incentives receivedfrom the lessor) are charged to the Statement of Profit or Loss on a straight-line basis over the period ofthe lease.

Leases of property and equipment where the Company has substantially all the risks and rewards ofownership are classified as finance leases. Finance leases are capitalized at the lease’s commencementat the lower of the fair value of the leased property and the present value of the minimum lease payments.Each lease payment is allocated between the liability and finance charges. The corresponding rentalobligations, net of finance charges, are included in other long-term payables. The interest element of thefinance cost is charged to the Statement of Profit or Loss over the lease period so as to produce a constantperiodic rate of interest on the remaining balance of the liability for each period.

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(k) Provisions

(i) General

Provisions are recognized when TMAC has a present legal or constructive obligation as a result ofpast events and it is probable that an outflow of resources that can be reliably estimated will berequired to settle the obligation. Where a provision is measured using the cash flows estimated tosettle the obligation, its carrying amount is the present value of those cash flows. The increase inprovisions due to the effect of the time value of money is recognized as a finance expense in theStatement of Profit or Loss.

(ii) Environmental rehabilitation

The development, construction, mining, extraction and processing activities of the Company normallygive rise to obligations for environmental rehabilitation. A provision is recognized for environmentalrehabilitation costs, which include the dismantling and demolition of infrastructure, removal ofresidual materials and remediation of disturbed areas, in the financial period when the relatedenvironmental disturbance occurs, based on the estimated future costs using information availableat the period end date.

At the time of establishing the provision, a corresponding asset is capitalized when it gives rise to afuture benefit and depreciated over future production from the operations to which it relates. Theprovision is discounted to its present value using a risk free rate relevant to the jurisdiction in whichthe rehabilitation has to be performed. The unwinding of the discount is included in finance expense.Costs arising from unforeseen circumstances, such as the contamination caused by unplanneddischarges, are recognized as an expense and liability when the event gives rise to an obligationwhich is probable and can be reliably estimated.

The provision is reviewed at the end of each reporting period for changes to obligations, legislationor discount rates that impact estimated costs or timing of the obligation. The cost of the related assetis adjusted for changes in the provision resulting from changes in the estimated cash flows ordiscount rate and the adjusted cost of the asset is depreciated prospectively.

(l) Income taxes

TMAC uses the asset and liability method of accounting for income taxes. Deferred income tax assetsand liabilities are determined based on the differences between the financial reporting and tax bases ofassets and liabilities and on losses carried forward. Deferred income tax assets and liabilities aremeasured using the substantively enacted tax rates in effect at the end of the reporting period that areexpected to be in effect when the differences are expected to reverse or losses are expected to be utilized.The effect on deferred income tax assets and liabilities of a change in the substantively enacted tax rateis included in income in the period in which the change is substantively enacted. Deferred income taxassets are recorded to recognize tax benefits only to the extent that, based on available evidence, it isprobable that they will be realized. This evaluation requires management to make judgments as towhether it is probable that a tax asset may be realized in the future.

Deferred income tax assets and liabilities are offset if there is a legally enforceable right to offset currentincome tax assets against current income tax liabilities and when they relate to income taxes levied bythe same taxation authority where there is an intention to settle the balances on a net basis.

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(m) Share capital

(i) Common shares

TMAC’s common shares (“Common Shares”) are classified as equity. Incremental costs directlyattributable to the issuance of Common Shares, net of any tax effects, are recognized as a deductionfrom equity.

(ii) Flow-through common shares

From time to time TMAC may finance a portion of its exploration activities through the issuance offlow-through Common Shares. Canadian income tax legislation permits a company to issue flow-through instruments whereby the income tax deductions relating to qualified Canadian explorationexpenditures (“CEE”) as defined in the Income Tax Act (Canada) are claimed by the investors ratherthan by the company. Shares issued on a flow-through basis typically include a premium related tothe tax benefits provided to the investors. The Company estimates the portion of the proceedsattributable to the premium as being the excess of the subscription price over the fair value of theshares without the flow-through feature at the time of issuance. The premium is recorded as adeferred liability and is included in income at the time the CEE are incurred.

(n) Share-based payments

Employees, directors, senior executives and consultants of the Company are eligible to receive a portionof their remuneration in the form of share-based payment arrangements whereby they render services asconsideration for equity instruments (“share-based payments”).

The fair value of a share-based payment is recorded as an expense or a component of property, plantand equipment, based on the nature of the services rendered, over the vesting period of the award witha corresponding increase recorded in contributed surplus. The fair value of the share-based paymentsfor employees, directors and senior executives is determined using the Black-Scholes option pricingmodel. The fair value of a share-based payment for a consultant is determined based on the fair value ofthe goods and services received and requires management to make an estimate of the value of the goodsand services received. Upon exercise of a share option, consideration paid by the option holder, togetherwith the amount previously recognized in contributed surplus, is recorded as an increase to share capital.

(o) Earnings (loss) per share

Earnings (loss) per share calculations are based on the weighted average number of Common Sharesand Common Share equivalents issued and outstanding during the period. Diluted earnings (loss) pershare is calculated using the treasury stock method. Under this method, the dilutive effect of earnings(loss) per share is recognized on the use of proceeds that could be obtained from the exercise of options,warrants and similar instruments, if dilutive. It assumes that proceeds would be used to purchaseCommon Shares at the average market price for the period.

(p) Financial instruments

All financial instruments are initially recognized at fair value in the Statement of Financial Position.

(i) Financial assets

Financial assets are initially recorded at fair value and designated upon inception into one of thefollowing four categories: held to maturity; available for sale; loans and receivables; or, at fair valuethrough profit or loss (“FVTPL”).

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Financial assets classified as loans and receivables and held to maturity are measured at amortizedcost using the effective interest method less any allowance for impairment.

Financial assets classified as available for sale are measured at fair value with unrealized gains andlosses recognized in other comprehensive income. When the asset is disposed of, or is determinedto be impaired, the cumulative gain or loss previously accumulated in other comprehensive incomeis recognized through the Statement of Profit of Loss.

Transaction costs associated with FVTPL financial assets are expensed as incurred, whiletransaction costs associated with all other financial assets are included in the initial carrying amountof the asset.

Interest income from a financial asset is recognized when it is probable that the economic benefitswill be realized by the Company and the amount of income can be measured reliably. Interest incomeis accrued on a time basis by reference to the principal outstanding and the effective interest rateapplicable.

(ii) Financial liabilities

Financial liabilities are initially recorded at fair value and designated upon inception as FVTPL orother financial liabilities.

Financial liabilities classified as other financial liabilities are initially recognized at fair value lessdirectly attributable transaction costs. After initial recognition, other financial liabilities aresubsequently measured at amortized cost using the effective interest method.

Financial liabilities classified as FVTPL include financial liabilities held for trading and financialliabilities designated upon initial recognition as FVTPL. Derivatives, including separated embeddedderivatives, are also classified as FVTPL unless they are designated as effective hedginginstruments.

Transaction costs on financial liabilities classified as FVTPL are expensed as incurred. Fair valuechanges on financial liabilities classified as FVTPL are recognized through the Statement of Profit ofLoss.

(iii) Compound financial instruments

Compound financial instruments are comprised of instruments that can be converted into a fixednumber of shares at the option of the holder.

The liability component of a compound financial instrument is recognized initially at the fair value ofa similar liability that does not have an equity conversion option. The equity component is recognizedinitially as the difference between the fair value of the compound financial instrument as a whole andthe fair value of the liability component. Any directly attributable transaction costs are allocated to theliability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument ismeasured at amortized cost using the effective interest rate method. The equity component of acompound financial instrument is not re-measured subsequent to initial recognition.

Interest related to the financial liability is recognized in the Statement of Profit or Loss. On conversion,the financial liability is reclassified to equity and no gain or loss is recognized.

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(iv) Impairment of financial assets

The Company assesses at each period end date whether there are indications that a financial assetis impaired.

If there is objective evidence that an impairment loss on financial assets carried at amortized costhas occurred, the amount of the loss is measured as the difference between the asset’s carryingamount and the present value of estimated future cash flows discounted at the financial asset’soriginal effective interest rate. The carrying amount of the financial asset is then reduced by theamount of the impairment. The amount of the loss is recognized in the Statement of Profit or Loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can berelated objectively to an event occurring after the impairment was recognized, the previouslyrecognized impairment loss is reversed to the extent that the carrying value of the financial assetdoes not exceed what the amortized cost would have been had the impairment not been recognized.Any subsequent reversal of an impairment loss is recognized in the Statement of Profit or Loss.

(q) Borrowing costs

Borrowing costs directly related to financing an acquisition, exploration, construction or development ofqualifying assets are capitalized to the cost of those assets until such time they are substantially readyfor their intended use.

Where funds have been borrowed specifically to finance an asset, the amount capitalized is the actualborrowing cost incurred. Where the funds used to finance an asset form part of general borrowings, theamount capitalized is calculated using a weighted average of rates applicable to relevant generalborrowings of the Company during the period.

Transaction costs related to the establishment of a loan facility are capitalized and amortized over the lifeof the loan facility using the effective interest rate method, or set off against the fair value of the loanfacility. Other borrowing costs are recognized in the Statement of Profit or Loss in the period in which theyare incurred.

(r) Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the otherparty or exercise significant influence over the other party in making financial and operating decisions, orif they are subject to common control or common significant influence. Related parties may be individualsor corporate entities. A transaction is considered to be a related party transaction when there is a transferof resources or obligations between related parties.

(s) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chiefdecision maker. The chief decision maker has been identified as the executive leadership team, whichcomprises the Executive Chairman, Chief Executive Officer, President and certain other seniorexecutives. The executive leadership team is responsible for allocating resources and assessing theperformance of operating segments.

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(t) Adoption of new and revised international financial reporting standards

On January 1, 2014, the Company adopted the following new and amended standards andinterpretations:

(i) IFRIC 21, Levies

IFRIC 21, Levies, (“IFRIC 21”) provides guidance on the accounting for levies within the scope of IAS37, Provisions, Contingent Liabilities and Contingent Assets. The main features of IFRIC 21 are: (i)the obligating event that gives rise to a liability to pay a levy is the activity that triggers the payment ofthe levy, as identified by the legislation, and (ii) the liability to pay a levy is recognized progressively ifthe obligating event occurs over a period of time. The adoption of this interpretation did not have animpact on the Company’s financial statements.

(ii) IAS 32, Financial instruments: presentation

Amendments to IAS 32, Financial Instruments: Presentation, (“IAS 32”) clarifies that an entity has alegally enforceable right to offset financial assets and financial liabilities if that right is not contingenton a future event and it is enforceable both in the normal course of business and in the event of default,insolvency or bankruptcy of the entity and all counterparties. The adoption of this standard did nothave an impact on the Company’s financial statements.

The Company has reviewed new and revised accounting pronouncements that have been issued butare not yet effective and determined that the following may have an impact on the Company’s futurefinancial statements:

(i) IFRS 9, Financial instruments

IFRS 9, Financial Instruments, (“IFRS 9”) will replace IAS 39, Financial Instruments: Recognition andMeasurement for classification and measurement of financial assets and liabilities.

IFRS 9 requires all recognized financial assets to be subsequently measured at amortized cost or fairvalue. Debt investments that are held within a business model whose objective is to collect thecontractual cash flows, and that have contractual cash flows that are solely payments of principal andinterest on the principal outstanding, are generally measured at amortized cost at the end ofsubsequent accounting periods. All other debt investments and equity investments are measured attheir fair values at the end of subsequent accounting periods. A fair value option is provided forfinancial instruments otherwise measured at amortized cost. This standard also requires a singleimpairment method to be used, replacing the multiple impairment methods in IAS 39. The IASBannounced that IFRS 9 will come into effect in January 1, 2018 with early adoption permitted. TheCompany has yet to assess IFRS 9’s impact on its financial statements.

(ii) IFRS 15, Revenue from Contracts with Customers

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) will replace IAS 18, Revenue.

IFRS 15 establishes a single five-step model framework for determining the nature, amount, timingand uncertainty of revenue and cash flows arising from a contract with a customer. The standard iseffective for periods beginning on or after January 1, 2017, with early adoption permitted. TheCompany will assess the impact of adopting this standard prior to commencement of commercialproduction.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected tohave a material impact on the Company.

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3. ACQUISITION OF HOPE BAY

On November 30, 2012, Newmont Mining Corporation (collectively with its subsidiaries “Newmont”) andTMAC entered into a letter agreement whereby TMAC agreed to purchase 100% of Hope Bay from HopeBay Mining Ltd. (“HBML”), a wholly-owned subsidiary of Newmont that subsequently changed its nameto Newmont Mining B.C. U.L.C., subject to HBML retaining a 1% net smelter royalty (the “Newmont NSR”)on any metals produced from Hope Bay and a specified surrounding area of interest. A formal agreementof purchase and sale entitled “Transaction Agreement” between HBML and TMAC was entered into onJanuary 25, 2013 and was amended at the time of closing of the transaction on March 12, 2013 (the“Closing”) by way of an “Amending Agreement”, dated March 12, 2013, (collectively the “TransactionAgreement”).

Pursuant to the Transaction Agreement, all of the Hope Bay assets were vended to TMAC for anaggregate purchase consideration of $450,000,000 (the “Purchase Consideration”) in exchange for theissuance by TMAC of 19,133,332 Common Shares (the “Payment Shares”) to HBML representing 82%of the 23,333,331 Common Shares of TMAC then outstanding. HBML transferred $300,000,000 of taxattributes to TMAC as part of the Purchase Consideration. In addition, TMAC assumed environmentalrehabilitation liabilities for Hope Bay.

TMAC established two types of Common Shares: Voting Common Shares (the “Voting Shares”) andNon-Voting Common Shares (the “Non-Voting Shares”) (note 14). Newmont’s 19,133,332 CommonShares were split between Voting Shares and Non-Voting Shares such that Newmont’s ownership ofVoting Shares was 49.9% of the Voting Shares outstanding, and TMAC’s management owned theremaining 18% or 4,199,999 Common Shares of the 23,333,331 Common Shares issued and outstandingat Closing. Pursuant to the Transaction Agreement, should at any time the total number of CommonShares owned by HBML result in Newmont beneficially owning more than 49.9% of the aggregate issuedand outstanding Common Shares immediately following completion of the Initial Equity Financing (asdefined below) the number of Voting Shares held by Newmont will instead equal an amount which resultsin Newmont’s ownership of Voting Shares being 49.9% of the aggregate issued and outstanding VotingShares (on a non-diluted basis) at such time, and the remaining Payment Shares shall be Non-VotingShares.

The Transaction Agreement also contains certain post-Closing terms and conditions including: As a condition of Closing, TMAC was to complete a private placement in the amount of $30,000,000

to $35,000,000, the funds for which were to pay for the acquisition costs incurred to purchase HopeBay along with providing funds to conduct exploration, evaluation, environmental and administrativeactivities. Immediately after Closing, a private placement of Common Shares for an aggregateamount of $35,000,000 was completed (the “Initial Equity Financing”)(note 14);

TMAC shall use commercially reasonable efforts to complete an initial public offering of TMACCommon Shares (the “IPO Financing”) by December 31, 2013 and to have the Common Shares,including the Payment Shares (but not including the Non-Voting Shares), approved for listing on theToronto Stock Exchange (“TSX”). Despite using commercially reasonable efforts, market conditionsdid not permit TMAC to complete the IPO Financing by December 31, 2013; and

TMAC agreed to indemnify Newmont for any funds expended in connection with draws made on theletters of credit associated with Newmont’s environmental rehabilitation obligations for Hope Bayunder the permits that are held by Aboriginal Affairs and Northern Development Canada, theDepartment of Fisheries and Oceans and the Kitikmeot Inuit Association (“KIA”) (the “Letters ofCredit”). TMAC was to arrange for replacement bonds and/or letters of credit on or before the earlierof 30 days following the closing of the IPO Financing and June 30, 2014 (note 18).

F-38



In addition, a number of ancillary agreements were entered into between Newmont and TMAC on March12, 2013, including: TMAC obtained a commitment from an affiliate of HBML (the “Commitment Letter”) to provide a

non-revolving loan in the principal amount of up to $15,000,000 (the “Newmont Loan”). TMAC madea drawdown of $15,000,000 on December 18, 2013. (notes 10 and 18);

Newmont Royalty Agreement that provides for the 1% Newmont NSR smelter royalty retained byHBML on all saleable metals produced by TMAC from Hope Bay and an area of interest surroundingthe Hope Bay property (note 18);

Transition Services Agreement whereby TMAC can request assistance from Newmont at TMAC’sexpense for certain services for a specified period of time ending on September 30, 2013 (note 18);and,

Investor Rights Agreement providing Newmont and TMAC certain rights with respect to the board ofdirectors of TMAC and the Common Shares of TMAC (note 18).

The aggregate fair values of assets acquired and liabilities assumed on acquisition date were as follows:

$000s

Purchase price:19,133,332 Common Shares 450,000

Net assets acquired:Consumables, materials and supplies 7,919Property 203,660Plant and equipment 246,547Mobile equipment 5,456Ore in stockpiles 2,798Goodwill 80,600Environmental rehabilitation liabilities (16,380)Deferred tax liabilities (80,600)Total net assets 450,000

In accordance with IFRS 3, “Business Combinations”, the acquisition of Hope Bay by TMAC wasdetermined to be a business combination with TMAC being the acquirer of Hope Bay and, accordingly,was accounted for under the acquisition method of accounting. The results of operations are included inthe Statement of Profit or Loss from the date of the acquisition.

F-39



Fair values have been estimated using a variety of methods as listed below for significant balances:

Asset Acquired or LiabilityAssumed

Method of Determining Fair Value Fair Value$000s

Consumables, materials andsupplies

Estimated primarily using a replacement costapproach based on inventory records and theselling price for comparable items.

7,919

Property Estimated discounted cash flows and value ofcomparable transactions to estimate the fair valueof mineral resources and licenses based on a thirdparty valuation report.

203,660

Plant and equipment Estimated primarily using a replacement costapproach based on fixed asset records and assetvaluation reports.

246,547

Mobile equipment Estimated primarily using a replacement costapproach based on fixed asset records and assetvaluation reports.

5,456

Ore in stockpiles Based on estimated recoverable value of containedmetal less estimated processing, refining, shipping,and selling costs.

2,798

Goodwill Estimated pursuant to IFRS. 80,600

Environmental rehabilitationliabilities

Estimated from a third party environmentalrehabilitation liability report using assumptionsabout inflation rates, life of assets and discountrate.

16,380

Deferred tax liabilities Estimated based on assumed marginal tax rates ondifference between Purchase Consideration andtransferred tax attributes.

80,600

From the date of Closing of the acquisition, no revenues and a net loss of $nil were generated by theHope Bay operations. Had the acquisition taken place at the beginning of the fiscal year, TMAC’s proforma revenue from Hope Bay would be $nil and pro forma net loss would have been $nil for the fourteenmonths ended December 31, 2013. TMAC incurred transaction costs totaling $1,176,000 related to theacquisition of Hope Bay all of which were expensed in the Statement of Profit or Loss in 2013.

4. Amounts receivable

December31, 2014

December31, 2013

$000s $000sRecoverable sales tax 248 404Other 547 2

795 406

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5. Consumables, materials and supplies

December31, 2014

December31, 2013

$000s $000sConsumables 7,050 5,864Materials and supplies 1,653 1,233

8,703 7,097


December 31, 2014 PropertyPlant and

equipmentMobile

equipment

Explorationand


CostBalance at January 1, 2014 205,183 248,498 6,421 24,092 484,194Additions- Acquisition and engineering - 2,635 359 4,566 7,560- Camp and logistics - - - 7,389 7,389- Capitalized depreciation - - - 552 552- Drilling and Assaying - - - 18,918 18,918- Environment - - - 5,965 5,965- Evaluation - - - 892 892- Geology - - - 1,124 1,124- Share based payments - - - 725 725- Property holding 1,676 - - - 1,676- Environmental Liability

Adjustment 6,646 - - - 6,646Transfer to equipment held for sale - (8,538) - - (8,538)Balance at December 31, 2014 213,505 242,595 6,780 64,223 527,103Accumulated depreciationBalance at January 1, 2014 - 287 211 - 498Depreciation - 246 306 - 552Balance at December 31, 2014 - 533 517 - 1,050Net book value at December 31,2014 213,505 242,062 6,263 64,223 526,053

F-41




equipmentMobile

equipment

Explorationand


CostBalance at October 30, 2012 - - - - -Acquisition of Hope Bay (note 3) 203,660 246,547 5,456 - 455,663Additions- Acquisition and engineering - 1,293 506 - 1,799- Camp and logistics - 658 459 8,214 9,331- Capitalized depreciation - - - 498 498- Drilling and Assaying - - - 10,789 10,789- Environment - - - 3,290 3,290- Evaluation - - - 612 612- Geology - - - 689 689- Property holding 1,523 - - - 1,523

Balance at December 31, 2013 205,183 248,498 6,421 24,092 484,194Accumulated depreciationBalance at October 30, 2012 - - - - -Depreciation - 287 211 - 498Balance at December 31, 2013 - 287 211 - 498Net book value at December 31,2013 205,183 248,211 6,210 24,092 483,696

As at December 31, 2014, all of TMAC’s projects are currently considered to be in the exploration andevaluation stage.

Hope Bay is located approximately 685 kilometers (“km”) northeast of Yellowknife, Northwest Territoriesand approximately 125 km southwest of Cambridge Bay, Nunavut Territory and is situated east ofBathurst Inlet, Nunavut Territory. Hope Bay lies approximately 160 km above the Arctic Circle, comprisesan area of 1,101 km2 and forms one large contiguous block of land that is approximately 80 km by 20 kmin size. Hope Bay mineral tenure includes Federal (the “Crown”) mineral claims, Crown mining leases,pending Crown mining leases and Inuit exploration agreements.

Nunavut Tunngavik Inc. (“NTI”), the organization which coordinates and manages Inuit responsibilitiesset out in the Nunavut Land Claims Agreement (“NLCA”), holds the surface title and subsurface mineralrights to Inuit-Owned Lands in the Kitikmeot Region of Nunavut, including the surface rights over theentire Hope Bay area and subsurface mineral rights over selected portions of Hope Bay as describedabove. The KIA administers the surface rights and the Inuit Impact Benefit Agreement (“IIBA”) associatedwith Hope Bay. The IIBA provides guidelines for Inuit employment and Inuit contractor involvement atHope Bay, and provides for certain payments to the KIA for administration of the IIBA. In addition, TMACassumed from Newmont the rights and obligations of the surface rights lease agreement (the“Commercial Lease”) with the KIA that governs surface access rights and compensation that is payableto the KIA for that access. The Commercial Lease, which has a five year term commencing September13, 2013, permits TMAC to commence production at the Doris deposit. Payments to the KIA for use ofthe surface lands are incurred for quarrying fees, water usage, habitat disturbance and wildlifeconservation.

F-42



Hope Bay is comprised of the Roberts Bay port, the Doris, Madrid and Boston gold bearing mineraldeposits and other areas of mineralized interest. Roberts Bay is located approximately five km from theDoris site and is the port entry point from the north-west passage. The facility includes a cargo offloadingjetty, a diesel fuel offloading facility, fuel storage tanks, and a large lay down area for equipment andsupplies. Existing infrastructure at Hope Bay includes gravel airstrips at Doris and Boston, power plants,camp facilities at both Doris and Boston, an all year haul road from Roberts Bay to Doris and through toMadrid, and permitted tailings facility.

A partially completed modular mill is currently stored in Durban, South Africa and mill grinding equipmentis stored in Baltimore, USA. In the fourth quarter of 2014, the Board of Directors approved the sale of themill and related equipment. The process of selling this equipment has commenced and it has beenclassified as plant and equipment held for sale in the Statement of Financial Position. The equipment hasbeen recorded at the estimated net realizable value using third party estimates, resulting in an impairmentof $4,535,000.

NTI owns approximately 50% of the subsurface mineral claims at Hope Bay with the other 50% ownedby the Crown. The ownership of mineral rights is allocated approximately as follows: Doris - 100% by NTI;Madrid - 50%/50% shared mineral rights between NTI and the Crown; Boston and southwards -100%owned by the Crown. As NTI is a private owner of the Inuit owned subsurface mineral rights, royalty ratesfor the NTI’s mineral rights are an annual 12% net profits interest royalty from any production, with thecalculation of the amount being subject to a limit in the allowable deductions per annum. A productionlease is a necessary prerequisite in order to commence production. Crown lands are subject to a slidingscale net profits interest royalty of up to 13%; however, there is no limit to the allowable deductions.

Newmont has retained the 1% Newmont NSR on commercial production from the Hope Bay Project areaof interest. TMAC has a right of first refusal on any sale of the Newmont NSR.

Newmont has a general security agreement in place for the Letters of Credit (note 9).

Cash additions of assets in the exploration and evaluation stage, adjusted for non-cash working capitalmovements, amounted to $43,302,000 (2013 - $26,150,000).

7. Goodwill

The goodwill balance of $80,600,000 relates to the acquisition of Hope Bay (note 3) and is the result ofthe requirement under business combinations accounting to recognize a deferred income tax liability forthe difference between the fair value of the identifiable assets and liabilities acquired and their tax base(note 3). Goodwill has been allocated to the Hope Bay CGU for impairment testing purposes. Animpairment test was performed on the CGU at December 31, 2014. The recoverable amount wasdetermined by estimating the fair value less costs of disposal through a discounted cash flow analysis onthe Doris, Madrid and Boston deposits over 20 years along with a comparable transaction value analysisfor the rest of the Hope Bay property. The following significant assumptions were used in the discountedcash flow analysis: US$1,250/ounce (2013: US$1,300/ounce) for the price of gold based on an averageof analysts’ forecasts; 6% discount rate (2013: 6%); and, 1.18 foreign exchange rate (2013: 1.08) for theCanadian dollar relative to the United States dollar based on market forecasts. The test showed noimpairment for Hope Bay at December 31, 2014.

The effects of a change in any single assumption does not fairly reflect the impact on a CGU’s fair valueas the assumptions are interdependent. For example, a change in the gold price could result in a changein the mine plan and future capital expenditures.

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8. Other

Other assets consists of an ore stockpile on surface valued at $2,798,000 that also represents its netrealizable value and $1,704,000 of prepayments for equipment.

9 Accounts payable and accrued liabilities

December31, 2014

December31, 2013

$000s $000sTrade payables 3,291 659Accrued liabilities 3,162 1,144

6,453 1,803

10. Newmont Loan

Year endedDecember

31, 2014

Period endedDecember

31, 2013$000s

Balance at the beginning of the period 14,369 -Proceeds from drawdown on December 19, 2013 - 15,000Convertible option classified as equity - (679)Prepayment (15,265) -Convertible option de-recognized on prepayment 460 -Accrued interest 436 48

- 14,369

The Newmont Loan is a compound financial instrument and accordingly, at inception a liability and equitycomponent were recognized. Deferred taxes of $183,000 were recognized on the $679,000 convertibleoption value, resulting in a net adjustment of $496,000 in the Statement of Changes in Shareholders’Equity.

In conjunction with the Second Equity Financing (as defined below in note 14(b)(vi), TMAC issuedNewmont a notice of prepayment of the Newmont Loan advising that TMAC would prepay the entireoutstanding amount of the Newmont Loan plus interest on April 28, 2014. Newmont declined to convertthe Newmont Loan to Common Shares and TMAC paid Newmont $15,265,000, whereupon the NewmontLoan was cancelled and the Newmont general security agreement with respect to the Newmont Loanwas discharged.

The prepayment was allocated to the liability and equity components of the Newmont Loan in the samemanner used to allocate the proceeds at the inception of the loan. On prepayment, deferred taxes of$124,000 were recognized on the $460,000 convertible option value as determined on the prepaymentdate. The remaining balance of the reserve for the equity component of $161,000 was offset against thedeficit in the Statement of Changes in Equity.

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11. Other liabilities

Other liabilities relate to the unamortized premium attributable to the proceeds received from the issuanceof flow-through Common Shares.

Year endedDecember

31, 2014


31, 2013$000s

Balance at the beginning of the period - -Premium from flow-through Common Shares issued (note 14(b)) 497 511Reduction for qualifying exploration expenditures incurred (109) (511)

388 -


Year endedDecember

31, 2014


31, 2013$000s $000s

Balance at the beginning of the period 16,681 -Business combination (note 3) - 16,380Adjustment in assumptions 6,646 -Accretion 433 301

23,760 16,681


The assumptions used in calculating the amount of the provision are adjusted for significant changesevery reporting period as indicated in the table below and could result in significant changes in the carryingvalue of the liability.

Assumptions:

December31, 2014

December31, 2013

$000s $000sUndiscounted and un-inflated amount of estimated cash flows 24,719 24,719Payable in 2048 2048Inflation rate 2.0% 1.3%Discount rate 2.2% 2.5%

Newmont provided Letters of Credit associated with TMAC’s environmental rehabilitation obligationsunder the permits that are held by Aboriginal Affairs and Northern Development Canada, the Departmentof Fisheries and Oceans and the KIA (note 18).

F-45



13. Income taxes

December31, 2014

December31, 2013

$000s $000sCurrent income tax expense - -Deferred income tax expense (recovery) (3,209) (364)Income tax expense (recovery) (3,209) (364)

Reconciliation between the tax expense and accounting profit for the year:

Year endedDecember

31, 2014


31, 2013$000s $000s

Earnings (loss) before income taxes (12,667) (3,517)Canadian federal and provincial income tax rates 27% 27%Income tax expense (recovery) at statutory rates (3,420) (949)Non-deductible expenses (non-taxable income) 529 3Nunavut mining royalties (444) (79)Flow-through share renunciation 126 661Deferred income tax expense (recovery) (3,209) (364)Effective tax rate 25% 10%

Reconciliation of the deferred tax balance movement:


2014


31, 2013$000s $000s

Balance at the beginning of the period 80,300 -Acquisition of Hope Bay (note 3) - 80,600Share issue costs (note 14(b)) (1,048) (630)Newmont Loan (note 10) (124) 183Premium on flow-through shares (note 11) 109 511Deferred tax recovery in Statement of Profit or Loss (3,209) (364)Balance at December 31, 2013 76,028 80,300

The significant components of TMAC’s deferred income tax assets and liabilities are as follows:

December31, 2014

December31, 2013

Deferred income tax liabilities (assets) $000s $000sInventory 707 1,187Property, plant and equipment 103,110 101,555Newmont Loan - 177Provision for environmental rehabilitation (9,324) (6,546)Deferred Nunavut royalties (14,636) (14,795)Tax losses (2,626) (795)Share issue costs (1,203) (483)Net deferred income tax liabilities 76,028 80,300

F-46



Deferred taxes of $124,000 were recognized on the prepayment of the Newmont Loan (note 10), resultingin a net adjustment of $496,000 in the Statement of Changes in Shareholders’ Equity.

Deferred taxes of $1,048,000 (2013: $630,000) were recognized on share issue costs of $3,878,000(2013: $2,331,000) in the Statement of Changes in Shareholders’ Equity (note 14(b)(vi) and 14(b)(viii)).

TMAC has federal and provincial non-capital loss carryforwards totaling approximately $9.7 million thatexpire between 2032 and 2034.

14. Share capital and reserves

(a) Authorized

TMAC is authorized to issue an unlimited number of Common Shares.

At the annual and special meeting of shareholders of TMAC on June 26, 2014, the shareholders approveda motion to amend the Company’s articles of incorporation to remove the Non-Voting Shares as anauthorized class of shares in the capital of the Company thereby resulting in only one class of CommonShares.

(b) Issued and outstanding

TMAC had the following issued and outstanding Common Shares:

Number ofVotingshares

Number ofNon-Voting

Shares

TotalNumber of

CommonShares

Value ofCommon

Shares# # # $000s

Balance at incorporation on October30, 2012 (ii) 416 - 416 -Private placement (iii) 4,199,583 - 4,199,583 -Acquisition of Hope Bay (iv) 8,000,101 11,133,231 19,133,332 450,000Initial Equity Financing (v) 3,832,167 - 3,832,167 32,788Initial Equity Financing Rights (v) 340,673 - 340,673 -Balance at December 31, 2013 16,372,940 11,133,231 27,506,171 482,788Second Equity Financing (vi) 14,792,566 - 14,792,566 74,997Conversion of non-voting shares (vii) 11,133,231 (11,133,231) - -Third Equity Financing (viii) 516,666 - 516,666 2,546Balance at December 31, 2014 42,815,403 - 42,815,403 560,331

(i) Share reorganizations

On March 8, 2013, the shareholders approved a resolution whereby the then issued and outstandingCommon Shares were divided on the basis of 1 existing Common Share for 12.6 Common Shares.

On June 25, 2015, at the annual and special meeting of shareholders of TMAC, the shareholdersapproved a motion for the Company to consolidate its Common Shares on a three to one basis. Thecompany completed the consolidation on the same day and accordingly, all information regardingthe issued and outstanding Common Shares, options, weighted average number and per shareinformation has been retroactively restated to reflect the three to one share consolidation.

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(ii) Incorporation

TMAC was incorporated on October 30, 2012 with the issuance of 416 Common Shares with anaggregate value of $1.00.

(iii) Private placement

On January 22, 2013, TMAC issued 4,199,583 Common Shares to various executive officers andthe sole director of the Company and the TMAC Share Purchase Trust at a nominal value.

In addition, on March 8, 2013, the shareholders approved a resolution whereby the authorized sharecapital was increased by creating an unlimited number of Non-Voting Shares

(iv) Acquisition of Hope Bay

On March 12, 2013, pursuant to the Transaction Agreement TMAC issued 19,133,332 CommonShares to Newmont for an aggregate Purchase Consideration of $450,000,000 (note 3).

(v) Initial Equity Financing

Immediately after Closing of the Transaction Agreement (note 3), TMAC completed a privateplacement of 3,406,747 Common Shares (the “Non-FT Shares”) at $9.00/share, for gross proceedsof $30,661,000, and 425,420 of flow-through Common Shares (the “FT Shares”) at $10.20/share,for gross proceeds of $4,339,000, for an aggregate amount of $35,000,000. Costs associated withthe completion of the Non-FT Shares issuance totaled $2,331,000 ($1,701,000 after deferred incometaxes of $630,000) and were charged to share capital on the Statement of Changes in Shareholders’Equity.

The subscription agreement for the FT Shares requires TMAC to incur $4,339,000 of qualifying CEEand renounce the CEE to the FT Shares shareholders with an effective date of December 31, 2013,which renunciation was made in January 2014. The $1.20/share premium of the FT Shares over theNon-FT Shares resulted in an other liability in the amount of $511,000 which amount reduced sharecapital (note 11).

The subscription agreement for the Non-FT Shares states that each Non-FT Share had attached toit one right (a “Right”) that entitled the shareholder to receive one-tenth of a Common Share of TMACfor no additional consideration in the event that a “Liquidity Event” (as defined below) did not occuron or before October 31, 2013. TMAC did not complete a Liquidity Event by October 31, 2013 and,accordingly, the Rights were exercised and 340,673 Common Shares were issued.

(vi) Second Equity Financing

On April 28, 2014, the Company completed a second equity financing (the “Second EquityFinancing”) of 14,647,900 Common Shares (the “Second Non-FT Shares”) at $5.25/share, forgross proceeds of $76,901,000, and 144,666 of flow-through Common Shares (the “Second FTShares”) at $6.00/share, for gross proceeds of $868,000, for an aggregate amount of $77,769,000.Costs associated with the completion of the Non-FT Shares issuance totaled $3,648,000($2,663,000 after deferred income taxes of $985,000) and were charged to share capital on theStatement of Changes in Shareholders’ Equity.

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Resource Capital Fund VI L.P. (“RCF”), a private equity investment firm, acquired 12,400,000 of theSecond Non-FT Shares for a total of $65,100,000 which, immediately after closing of this financingresulted in RCF owning approximately 29.3%, and Newmont owning 45.2%, of the issued andoutstanding Common Shares, respectively. In accordance with the RCF subscription agreement,RCF was granted certain investor rights, including: Provided that RCF owns greater than or equal to 10% of TMAC’s issued and outstanding

Common Shares, RCF has the right to participate in any equity financing offering that TMACengages in up to such number of Common Shares that will allow RCF to maintain a percentageownership interest in the outstanding Common Shares that is the same as the RCF ownershippercentage immediately prior to completion of the offering;

The Board shall have no more than 10 members; Provided that RCF owns greater than or equal to 10% of TMAC’s issued and outstanding

Common Shares, RCF has the right to nominate one Board member. Should RCF own greaterthan or equal to 30% of TMAC’s issued and outstanding Common Shares, RCF has the right tonominate one additional independent Board member, and;

Voting its Common Shares in favour of TMAC’s stock option plan and restricted share plan atTMAC’s 2014 and 2015 annual general meetings of shareholders.

In addition, the Investor Rights Agreement with Newmont was amended to permit Newmont to votetheir Common Shares at their discretion under all circumstances other than for share-based paymentcompensation at TMAC’s 2014 and 2015 respective annual general meetings of shareholders.

The subscription agreement for the Second FT Shares requires TMAC to incur $868,000 of qualifyingCanadian Exploration Expenditures (“CEE”) and renounce the CEE to the Second FT Sharesshareholders with an effective date of December 31, 2014 (note 21). The $0.75/share premium ofthe Second FT Shares results in an other liability in the amount of $109,000. TMAC incurred sufficientqualifying flow-through expenditures from April 28, 2014 to June 30, 2014 and recorded the reversalof the liability of $109,000 as a deferred tax recovery.

(vii) Conversion of non-voting shares

On June 5, 2014, Newmont converted its 11,133,231 Non-Voting Shares into 11,133,231 VotingShares which resulted in Newmont owning 45.2% of the Voting Shares of the Company (note 3).

(viii)Third Equity Financing

On December 30, 2014, the Company completed the first of two tranches (“Tranche 1”) of a thirdequity financing (the “Third Equity Financing”). Tranche 1 was comprised of 516,666 of flow-through Common Shares (the “Third FT Shares”) at $6.00/share, for gross proceeds of $3,100,000.The $0.75/share premium of the Third FT Shares results in an other liability in the amount of$388,000. Costs associated with the completion of the Third FT Shares issuance totaled $228,000($166,000 after offsetting deferred income taxes of $62,000) and were charged to share capital onthe Statement of Changes in Shareholders’ Equity.

The second tranche (“Tranche 2”) was completed subsequent to year end on January 16, 2015, andwas comprised of 7,814,523 Common Shares (the “Third Non-FT Shares”) at $5.25/share, for grossproceeds of $41,026,250 (note 21).

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(c) Share-based payment plans

TMAC has a share option purchase plan (the “SOP”) and a restricted share plan (the “RSP”), (collectivelythe “Share Plans”).

(i) Share purchase option plan

On January 22, 2013, the shareholders of TMAC adopted the SOP under which the Board isauthorized to grant share purchase options of Common Shares (“Options”) to directors, officers,employees and consultants. Pursuant to the SOP, TMAC may not have more than 10% of the issuedand outstanding Common Shares reserved for incentive Share Plans at any time. The significantterms of the SOP are as follows: The exercise price per Common Share shall be determined by the Board at the time the Option

is granted, but, in any event, if the Common Shares are listed on a stock exchange at the timeof grant, the exercise price shall not be less than the closing price of the Common Shares onthe stock exchange on the trading day immediately preceding the day of the grant of the Option;

The Board may at any time authorize the granting of Options subject to the provisions of theSOP. The date of each grant of Options shall be determined by the Board when the grant isauthorized; and,

The Board may grant Options with a specified vesting period; however, all Options must beexercisable during a period not extending beyond five years from the date of the Option grant.Notwithstanding the foregoing, in the event that an Option will expire within, or within two daysof, a trading blackout period imposed by the Company, the expiry date of the Option will beautomatically extended to the 10th business day following the end of the blackout period.

Number ofoptions

Weightedaverageexercise

price# #

Balance at October 30, 2012 and December 31, 2013 - -Granted 1,690,658 5.25Forfeited (127,332) 5.25Options at December 31, 2014 1,563,326 5.25

On April 28, 2014, TMAC granted share purchase options with an exercise price of $5.25 per optionto the directors, officers and employees of the Company. The share purchase options vest in 3 equaltranches, with the first vesting immediately and the remaining two vesting on each of the followingtwo anniversaries of the grant. The options expire on April 28, 2019.

On June 26, 2014, TMAC granted share purchase options with an exercise price of $5.25 per optionto newly appointed officers and employees of the Company. The share purchase options vest in 3equal tranches, with the first vesting immediately and the remaining two vesting on each thefollowing two anniversaries of the grant. The options expire on June 26, 2019.

On September 22, 2014, TMAC granted share purchase options with an exercise price of $5.25 peroption to newly appointed officers of the Company. The share purchase options vest in 3 equaltranches, with the first vesting immediately and the remaining two vesting on each of the followingtwo anniversaries of the grant. The options expire on September 22, 2019.

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As at December 31, 2014, share purchase options granted and still outstanding were as follows:

Awards outstanding Awards exercisableGrant date Quantity Remaining

contractuallife

Exerciseprice

Quantity Remainingcontractual

life

Exerciseprice

# Years $ # Years $Apr 28, 2014 1,361,660 4.32 5.25 453,892 4.32 5.25Jun 26, 2014 101,666 4.48 5.25 33,890 4.48 5.25Sep 22, 2014 100,000 4.99 5.25 33,334 4.73 5.25

1,563,326 4.36 5.25 521,116 4.36 5.25

The fair value of the Company’s options granted during the year ended December 31, 2014 wereestimated using the Black-Scholes option pricing method using the following weighted averageassumptions:

December 31,2014

Risk free interest rate 1.18% - 1.19%Expected dividend yield 0%Expected volatility (1) 71% - 72%Expected life 3 yearsForfeiture rate 0%

(1) The expected volatility was calculated using the historical share price movement of comparable publically traded companies considered to be

included in TMAC’s peer group over the same period as the expected life of the option being valued.

The grant date fair values of share purchase options granted to personnel directly involved in theCompany’s projects are capitalized over the vesting period; share-based payment costs for all otheroptions are expensed over the vesting period. The fair values of share purchase options expensedand capitalized during the year are as follows:

December31, 2014

$000sExpensed 1,948Capitalized 725

2,673

The total fair value of unvested options that will be recognized in the Statement of Profit or Loss orcapitalized as exploration and evaluation assets in future periods amounts to $1,352,000 as atDecember 31, 2014.

(ii) Restricted share plan

On January 22, 2013, the shareholders of TMAC adopted the RSP under which the Board (or acommittee designated by the Board) is authorized to grant restricted shares rights (the “RestrictedShare Rights”) to directors, officers, employees and consultants. The RSP provides for theacquisition of Common Shares by participants for the purpose of advancing the interests of theCompany through the motivation, attraction and retention of employees, officers, directors andconsultants of the Company. Pursuant to the RSP, TMAC may not have more than 10% of the issued

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and outstanding Common Shares reserved for incentive Share Plans at any time. The significantterms of the RSP are as follows: The Board may grant Restricted Share Rights to acquire from the Company any number of

fully paid and non-assessable Common Shares as a discretionary payment for past servicesto the Corporation or as an incentive for future services, subject to the provisions of the RSP;

Each Restricted Share Right entitles the holder to receive one Common Share, withoutpayment of additional consideration, at the end of the restricted period or, if applicable, at alater deferred payment date. The Board will determine the restricted period applicable to eachRestricted Share Right grant;

Restricted Share Rights may be subject to performance conditions to be achieved by theCompany or by the holder within a restricted period for the holder thereof to receive theunderlying Common Shares; and,

A Restricted Share Rights holder may elect to defer the receipt of all or any part of theunderlying Common Shares until a selected deferred payment date.

As at December 31, 2014, no Restricted Share Rights had been granted by the Board.

(d) Earnings (loss) per share

The impact of outstanding potentially dilutive instruments are excluded from the diluted sharecalculation for loss per share amounts as they are anti-dilutive.

(e) Nature and purpose of reserves

The reserve for the equity component of the Newmont Loan is comprised of the amount allocated toequity for the Newmont Loan that is convertible into Common Shares at the option of Newmont. TheNewmont Loan was repaid on April 28, 2014 and the facility cancelled. (note 10).

15. Finance income and expense

Year endedDecember

31, 2014


31, 2013$000s $000s

Finance incomeInterest income (430) (170)

Finance expenseAccretion of environmental rehabilitation costs (note 12) 433 301Newmont Loan (note 10) 436 48Letters of credit (note 18(iv)) 819 32

1,688 381Net finance costs 1,258 211

Interest is earned from short-term demand deposit accounts from a major Canadian bank.

16. Management of Capital

TMAC’s objectives with respect to managing its capital are to safeguard its ability to continue as a goingconcern by raising sufficient funds to finance ongoing mineral property exploration and evaluationinvestments so that it can provide returns for shareholders and benefits for other stakeholders.

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The Company defines capital as total equity plus long-term debt. Total equity is comprised of sharecapital, reserves and accumulated deficit. The Company manages its capital structure and makesadjustments to it in light of changes in economic conditions and the risk characteristics of the underlyingassets. As TMAC does not currently have cash flow from operating activities, to maintain or adjust thecapital structure, the Company may issue new shares, raise debt or sell assets to raise capital.

In order to maximize ongoing exploration and evaluation activities, the Company does not pay dividends.TMAC’s cash management policy permits investment of its surplus cash resources in demand depositaccounts with large Canadian chartered banks, in highly-liquid short-term guaranteed investmentcertificates with large Canadian Chartered banks or in highly-liquid short-term Government of Canadaissued treasury bills with maturities of 90 days or less from the original date of investment.

There were no changes in the Company’s capital management strategy during the year ended December31, 2014 compared to the previous fiscal year. TMAC is not subject to externally imposed capitalrequirements.

December 31,2014

December 31,2013

$000s $000sEquity 553,470 480,131Debt - 14,369

553,470 494,500





TMAC’s financial assets and liabilities are recorded and measured as follows:


Cash and cash equivalents Fair value through profit or loss Fair valueAmounts receivable Loans and receivables Amortized costAccounts payables and accrued

liabilities Other liabilities Amortized cost


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(b) Commodity price risk

TMAC’s ability to develop its properties and its future profitability are directly related to the market priceof gold. The price of gold is affected by numerous factors including global consumption and demand forgold, international economic and political trends, fluctuations in the value of the US dollar and othercurrencies, interest rates and inflation. The current and forecast price of gold is a key factor in determiningif the property, plant and equipment and goodwill are impaired at each period end date.

(c) Liquidity Risk

Liquidity risk is the risk that TMAC will not be able to meet its financial obligations as they come due andthat TMAC will be forced to sell financial assets at a value that is less than what they are worth or theCompany may be unable to settle or recover a financial asset at all.

The ultimate responsibility for liquidity risk rests with the Board, which has approved an appropriateliquidity risk management framework for management of the Company’s short, medium and long-termfunding and liquidity requirements. The Company’s cash requirements and balances are projected basedon estimated future requirements. TMAC plans to meet these requirements through a mix of availablefunds, equity financing, sale of mining assets and project debt financing. Continuing operations aredependent on the Company’s ability in the near term to access sufficient capital to complete TMAC’sexploration and evaluation activities, identify commercial gold reserves and to ultimately have profitableoperations. All accounts payable and accrued liabilities at December 31, 2014 have contractual maturitiesof less than 90 days and are subject to normal trade terms. At period end, TMAC had sufficient funds tosettle these liabilities.

(d) Credit Risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amountof future cash inflows from financial assets on hand at the period end date. TMAC’s financial assets arecash and cash equivalents and amounts receivables. Management considers the credit risk on cash andcash equivalents to be limited because the counterparty is an established well-known major Canadianchartered bank. During the period ended December 31, 2014, there were minimal amounts receivable,no allowance for bad debts was required on the amounts receivable and no amounts were past due asthe receivables were primarily comprised of recoverable value added sales taxes. The Company did nothave any customers or trade receivables at December 31, 2014. The maximum exposure to credit risk atDecember 31, 2014 is represented by the carrying amount of the cash and cash equivalents and amountsreceivable on the Statement of Financial Position.

(e) Foreign Currency Risk

Foreign currency risk is the risk that a variation in the exchange rates between the Canadian dollar andforeign currencies could affect TMAC’s operating and financial results. TMAC is exposed to foreigncurrency risk as the Company holds small amounts of cash in US dollars and has other financial liabilitiesthat are denominated in either US dollars or other foreign currencies. TMAC’s management monitors theexchange rate fluctuations on a regular basis and, to date, has not used currency derivative instrumentsto manage its exposure to foreign currency fluctuations.

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At December 31, 2014, the carrying amounts of TMAC’s foreign currency-denominated net financialassets were approximately as follows:


(liabilities)

Effect of a 10%change in

exchange rateson loss

$000s $000sAustralian dollar (27) (3)South African Rand (10) (1)US dollar 56 6

(f) Interest rate risk

TMAC’s accounts payable and accrued liabilities are non-interest bearing and have contractual maturitiesof less than 90 days.

As at December 31, 2014, TMAC’s interest bearing assets are cash and cash equivalents and areinvested in demand deposit accounts with a large Canadian chartered bank.


(a) Transactions with Newmont

Newmont is a related party as a result of its ownership interest in TMAC’s Common Shares. Thetransactions with Newmont are as follows;

Transitionalservices (i)

Payments onbehalf of TMAC

Letters ofCredit (iv) Total

$000s $000s $000s $000sBalance at October 30, 2012 - - - -Transactions 1,201 474 31 1,706Payments (1,201) (474) (31) (1,706)Balance at December 31, 2013 - - - -Transactions - 447 830 1,277Payments - (447) (449) (896)Balance at December 31, 2014 - - 381 381

(i) Transition services

On March 12, 2013, in conjunction with the Transaction Agreement, Newmont and TMAC enteredinto a Transition Services Agreement whereby TMAC could request assistance from Newmont atTMAC’s expense for certain services for a specified period of time ending on September 30, 2013.Newmont made available certain Newmont employees for secondment to TMAC until September 30,2013, after which date they were either hired by TMAC or returned to Newmont. These employeeshad specific skill sets that TMAC did not have at the time and were important for running the HopeBay site. The seconded employees were under the direction of TMAC. The secondees were chargedout by Newmont to TMAC at full cost reimbursement plus an administrative charge.

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(ii) The Investor Rights Agreement

The Investor Rights Agreement, dated March 12, 2013, provides Newmont and TMAC certain rightswith respect to the Board and the Common Shares as follows: From the date of Closing until the earlier of (i) 18 months from the closing of the IPO Financing;

and (ii) the date on which the Newmont ownership percentage becomes less than 20%,Newmont shall not, without the prior written consent of TMAC or except in certain limitedcircumstances, acquire or agree to acquire or make any proposal to acquire any securities orany material assets of TMAC;

Newmont will not sell any of its Common Shares of TMAC for a period of 18 months followingthe IPO Financing. Sales after that date may only be made in certain specified manners;

Provided that Newmont owns greater than or equal to 20% of TMAC’s fully diluted CommonShares, Newmont has the right to participate in any equity financing offering that TMAC engagesin to allow Newmont to maintain its then current percentage ownership interest. Thisparticipation right does not apply to the IPO Financing, among other things;

For a period of 18 months after the IPO Financing, certain restrictions apply if Newmont wishesto sell or otherwise dispose of a number of Common Shares held by Newmont which representsgreater than or equal to 5% of the then outstanding Common Shares in any 6 month period;

Subject to certain restrictions, Newmont will also have the right to piggy-back on any CommonShare issuance that TMAC wishes to do by way of a prospectus and, provided that Newmontowns more than 20% of the fully diluted Common Shares, to require TMAC to file a prospectus;

The Board shall have no more than 10 members; The Board shall initially have two nominees of Newmont. Provided that Newmont has an

ownership percentage greater than or equal to 20% Newmont may nominate two directors:Should Newmont’s ownership percentage be greater than or equal to 10% but less than 20%,Newmont may nominate one Board member; and,

For a period of two years after the closing of the IPO Financing, Newmont will not vote theirrespective Common Shares at meetings of TMAC shareholders against management’srecommendations, except in the case of fundamental changes, acquisitions, financings andchange of control transactions, in which case Newmont will be entitled to vote their respectiveCommon Shares at their discretion.

(iii) Newmont Loan

The Newmont Loan of $15,000,000 was fully drawn down on December 19, 2013 and repaid withinterest on April 28, 2014 (note 10).

(iv) Letters of Credit

TMAC agreed to indemnify Newmont for any funds expended in connection with draws made on theLetters of Credit associated with TMAC’s environmental rehabilitation obligations under the permitsthat are held by Aboriginal Affairs and Northern Development Canada, the Department of Fisheriesand Oceans and the KIA (note 3). TMAC also agreed to permit Newmont to enter on and accessHope Bay and to possess and use any of the Hope Bay assets for the purpose of conducting anywork required to ensure compliance with the environmental rehabilitation obligations under thepermits to the extent that TMAC does not conduct such work in a manner acceptable to Newmont,acting reasonably, as in the opinion of Newmont is necessary or desirable to satisfy the obligationsthat are secured by the Letters of Credit. TMAC will reimburse Newmont for its direct costs incurredin performing this work. TMAC was to arrange for replacement bonds and/or letters of credit on orbefore the earlier of 30 days following the closing of the IPO Financing and June 30, 2014. Until suchtime as TMAC has arranged for the replacement bonds or letters of credit, Newmont shall usecommercially reasonable efforts to maintain (and shall cause any applicable affiliate of Newmont tomaintain) the applicable financial assurance and other financial sureties by continuing to meet its

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obligations under the Letters of Credit and obtaining any renewals or additions that may benecessary. The Letters of Credit are secured by a general security agreement in favor of Newmont.

On December 5, 2014, TMAC and Newmont entered into an agreement whereby Newmont wouldcontinue to maintain the Letters of Credit until December 31, 2015. Beginning with the calendarquarter ending September 30, 2014, TMAC shall make a cash payment to Newmont on the 15thcalendar day after the last day of each calendar quarter in an amount equal to 8.4% of the averageof the aggregate of the face values of the Letters of Credit for such prior calendar quarter multipliedby the number of days in the calendar quarter divided by 365. At TMAC’s option up to 76.19% of theamount due each calendar quarter (i.e. 6.4% of the 8.4%) may by paid by TMAC to Newmont by wayof Common Shares of an equivalent value, which value will be the issue price per Common Share inthe most recently completed equity financing conducted by TMAC that includes purchases bypersons who are not insiders of TMAC, with the rest (i.e. 2.0% of the 8.4%) being paid in cash. TMACmade the payments for both the third and fourth quarter of 2014 in cash.

As at December 31, 2014, the amount of the Letters of Credit maintained by Newmont with respectto the Hope Bay environmental rehabilitation obligations totaled approximately $18 million.

In addition to the approximately $18 million of Letters of Credit that Newmont maintains on behalf ofHope Bay for environmental rehabilitation liabilities, Newmont had provided a corporate guaranteeto the KIA of up to $8.0 million of additional environmental rehabilitation assurance to, essentially,provide twice the amount of assurance as required by the Federal regulators on certain aspects ofthe Hope Bay site environmental rehabilitation (the “Overbonding Amount”). On September 13,2013, TMAC and the KIA renewed the Commercial Lease on Hope Bay for a period of five years. Inconjunction with the renewal of the Commercial Lease, TMAC provided the KIA with a corporateguarantee in the amount of $8.0 million with respect to the Overbonding Amount secured by ageneral security agreement (the “KIA GSA”). The KIA GSA is in second position to Newmont’sgeneral security agreement.

(v) Newmont NSR

As part of the Transaction Agreement, on March 12, 2013, HBML retained the Newmont NSR whichprovides for a 1% net smelter royalty on all saleable metals produced by TMAC from Hope Bay andan area of interest surrounding the Hope Bay property.

(b) Transaction with RCF

RCF is a related party as a result of its ownership interest in TMAC’s Common Shares. TMAC reimbursedRCF for the $109,000 of out-of-pocket expenditures incurred by RCF during the completion of the due-diligence performed on TMAC as part of their subscription for Common Shares in the Second EquityFinancing.

(c) Transactions with a director

The initial shareholder, director and president of the Company advanced $150,000 to TMAC in the periodprior to the Initial Equity Financing to fund TMAC’s activities to that date. The advance did not bear interestand was repaid shortly after completion of the Initial Equity Financing.

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(d) Compensation of key management personnel

The compensation of directors and other key members of management personnel during the year was asfollows:

Year endedDecember

31, 2014$000s

Management compensation 6,549Directors fees 803

7,352

19. Segmented information

TMAC owns one mineral property, Hope Bay, operates in one geographic location, Nunavut, Canada andin one industry, mining. Accordingly, the chief decision maker considers TMAC to currently have onesegment and, therefore, segmented information is not presented.

20. Commitments and contingencies

2015 2016 2017 2018 2019$000s $000s $000s $000s $000s

Interest payments on Letters of Credit 1,524 - - - -Capital expenditure commitments 10,735 - - - -Minimum rental and lease payments 346 349 324 324 270

12,605 349 324 324 270

TMAC has estimated the required annual landholding payments and environmental compliance work forHope Bay to be approximately $1.7 million and $3.0 million, respectively. All of these payments are notcontractual commitments but are required to maintain the Company’s permits and land tenure agreementsin good standing. Certain parts of Doris are permitted as an operating mine site and environmental andmonitoring costs are required to maintain these permits. The landholding agreements with the KIA andNTI were renewed for a 20 year term on March 30, 2015, effective March 30, 2015. (see note 21(d))

The Company has equipment stored in various locations including the partially completed processingplant in South Africa. The equipment is stored on a month to month basis for an approximate cost of$50,000 per month. The partially completed processing plant is held for sale.

The subscription agreement for the Third FT Shares requires TMAC to incur $3,100,000 of qualifyingCEE and renounce the CEE to the Third FT Shares shareholders with an effective date of December 31,2014. The $0.75/share premium of the Third FT Shares over the Third Non-FT Shares results in a liabilityin the amount of $388,000 which amount will be charged to share capital.

21. Subsequent events

(a) CEE Renunciation

In January 2015, TMAC filed with the Canada Revenue Agency (“CRA”), the forms renouncing, with aneffective date of December 31, 2014, the $868,000 of CEE to the second FT Share investors (note 14(vi)).All of the CEE had been expended in 2014.

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In January 2015, TMAC filed with the CRA, the forms renouncing, with an effective date of December 31,2014, the $3,100,000 of CEE to the third FT share investors (note 14(vii)). As at December 31, 2014,none of the Third FT Shares funds had been expended. The company is to incur $3,100,000 of CEEpursuant to the flow-through share agreement in 2015.

(b) Third Equity Financing

On January 16, 2015, the Company completed Tranche 2 of the Third Equity Financing consisting of7,814,523 Common Shares at $5.25/share, for gross proceeds of $41,026,000, Costs associated withthe completion of the Third Non-FT Shares issuance will be charged to share capital on the Statement ofChanges in Shareholders’ Equity. RCF acquired 7,619,047 of the Third Non-FT Shares for a total of$40,000,000 which, immediately after closing of this financing, results in RCF owning approximately39.5%, and Newmont owning 37.8%, of the issued and outstanding Common Shares, respectively. Therewere no changes in RCF’s rights from those acquired in the Second Equity Financing.

(c) Share-based payments

On March 17, 2015, TMAC granted 1,072,994 Options with a grant price of $5.25 per option to certain ofthe directors, executives and employees of the Company. The options vest in 3 equal tranches, the firstvesting immediately and the remaining two vesting on each the following two anniversaries of the grant.The options expire on March 17, 2020.

(d) Land tenure agreements

On March 30, 2015, TMAC entered into a Mineral Exploration Agreement (“MEA”) granting TMAC accessto the Inuit-owned subsurface mineral rights administered by NTI. Also on March 30, 2015, TMAC enteredinto a Framework Agreement (“FA”) and an Inuit Impact Benefits Agreement (“IIBA”) administered by theKIA for surface access rights. Both the MEA and FA have 20 year terms. The MEA replaces the previousagreements and all of the subsurface mineral rights within Hope Bay have been consolidated into a singleagreement. The MEA requires for annual rent payments to be made for the subsurface mineral rights anda net profits interest royalty (note 6) for the extraction of the minerals. The FA replaces the currentagreements for land access and a new commercial lease has been issued for the mining of the Dorisdeposit. The FA requires annual payments of $1,000,000 per annum, adjusted for inflation, and a 1% netsmelter return royalty in return for land access. TMAC issued 1,133,333 common shares to the KIA onsigning of the FA as partial consideration for the surface access rights. Both agreements provide certaintyto TMAC to obtain the required licenses to develop or mine current and possible future deposits on theHope Bay Belt, through reasonable administrative processes. The IIBA contains terms required underthe Nunavut Lands Claims Agreement to provide benefits to the Inuit from activities incurred on Inuitowned land. These benefits include employment, training and contracting opportunities.

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Hope Bay Gold Project

Audited Carve-out Financial StatementsFor the years ended December 31, 2012 and 2011(Expressed in Canadian dollars, except where otherwise indicated)

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KPMG LLP Telephone (416) 777-8500Chartered Accountants Fax (416) 777-8818Bay Adelaide Centre Internet www.kpmg.ca333 Bay Street Suite 4600Toronto ON M5H 2S5

INDEPENDENT AUDITORS’ REPORT

To Directors of TMAC Resources Inc.

We have audited the accompanying carve-out financial statements of the Hope Bay Gold Project, whichcomprise the carve-out statements of financial position as at December 31, 2012, December 31, 2011 andJanuary 1, 2011, the carve-out statements of loss and comprehensive loss, changes in equity and cashflows for the years ended December 31, 2012 and December 31, 2011, and notes, comprising a summaryof significant accounting policies and other explanatory information.

Management’s Responsibility for the Carve-out Financial Statements

Management of TMAC Resources Inc. is responsible for the preparation and fair presentation of thesecarve-out financial statements in accordance with International Financial Reporting Standards, and for suchinternal control as management determines is necessary to enable the preparation of carve-out financialstatements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these carve-out financial statements based on our audits. Weconducted our audits in accordance with Canadian generally accepted auditing standards. Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the carve-out financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thecarve-out financial statements. The procedures selected depend on our judgment, including theassessment of the risks of material misstatement of the carve-out financial statements, whether due to fraudor error. In making those risk assessments, we consider internal control relevant to the entity’s preparationand fair presentation of the carve-out financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness ofthe entity’s internal control. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of accounting estimates made by management, as well as evaluating theoverall presentation of the carve-out financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to providea basis for our audit opinion.

Opinion

In our opinion, the carve-out financial statements present fairly, in all material respects, the carve-outfinancial position of the Hope Bay Gold Project as at December 31, 2012, December 31, 2011 and January1, 2011, and its carve-out financial performance and its carve-out cash flows for the years then ended inaccordance with International Financial Reporting Standards.

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Page 2

Emphasis of matter

Without modifying our opinion, we draw attention to Note 1 to the carve-out financial statements whichdescribes the basis of preparation used in these carve-out financial statements. The carve-out financialstatements are prepared for inclusion in an initial public offering prospectus of common shares of TMACResources Inc.

Without modifying our opinion, we draw attention to Note 1 in the carve-out financial statements whichindicates that the Hope Bay Gold Project does not have sufficient funds on hand to maintain its mineralinvestments and administration costs and is dependent on its parent company or external sources offinancing to fund its operations. These conditions, along with other matters as set forth in Note 1 in thecarve-out financial statements, indicate the existence of a material uncertainty that may cast significantdoubt about the Hope Bay Gold Project’s ability to continue as a going concern.

Chartered Professional Accountants, Licensed Public AccountantsMay 31, 2015Toronto, Canada

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STATEMENT OF FINANCIAL POSITION(Expressed in Canadian dollars)

Hope Bay Gold Project Carve-out Financial Statements 4

Notes

As atDecember

31, 2012

As atDecember

31, 2011

As atJanuary1, 2011

$000s $000s $000sAssetsCurrent assets

Cash and cash equivalents 10,068 62,568 52,217Amounts receivable 4 5,714 7,255 1,520Consumables, materials and supplies 5 6,027 17,496 21,042Prepaid expenses 114 - 11

21,923 87,319 74,790

Non-current assetsProperty, plant and equipment 6 9,807 7,533 1,491,740

Total assets 31,730 94,852 1,566,530

Liabilities

Current liabilitiesAccounts payable and accrued liabilities 7 6,380 47,037 28,895

6,380 47,037 28,895

Non-current liabilitiesProvision for environmental rehabilitation 8 22,039 14,759 12,996Finance lease liabilities 9 - 23,694 35,972

Deferred tax liabilities 10-

- -

22,039 38,453 48,968Total liabilities 28,419 85,490 77,863

EquityParent’s contribution 11 2,109,579 2,003,414 1,696,881Accumulated deficit (2,106,268) (1,994,052) (208,214)

3,311 9,362 1,488,667Total equity and liabilities 31,730 94,852 1,566,530

Going concern (note 1), commitments and contingencies (note 17) and subsequent events (note 18)

The accompanying notes form an integral part of these Carve-out Financial Statements.

Approved on behalf of the board of directors

A. Terrence MacGibbon Andrew P. AdamsExecutive Chairman Director

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STATEMENT OF LOSS AND COMPREHENSIVE LOSS(Expressed in Canadian dollars)


Notes

Year endedDecember

31, 2012

Year endedDecember

31, 2011$000s $000s

Exploration - 177,719Care and maintenance 111,620 -Provision for environmental rehabilitation adjustment 6,988Lease expenses 8,377 1,869Depreciation - 16,463Management fees 281 1,838Impairment (reversal of impairment) 6 (14,039) 1,587,485Loss before the following 113,227 1,785,374Finance income 12 (308) (407)Finance expense 12 292 408Foreign exchange gain (loss) (995) 394Other - 69Loss before income taxes for the year 112,216 1,785,838Deferred income tax expense 10 - -Net loss and comprehensive loss for the year 112,216 1,785,838


F-64

STATEMENT OF CHANGES IN EQUITY(Expressed in Canadian dollars)


Notes

Contributionfrom Parent

Company Deficit Total$000s $000s $000s

Balance as at January 1, 2011 1,696,881 (208,214) 1,488,667Contribution 11 306,533 - 306,533Net loss for the year - (1,785,838) (1,785,838)Balance as at December 31, 2011 2,003,414 (1,994,052) 9,362Contribution 11 106,165 - 106,165Net loss for the year - (112,216) (112,216)Balance as at December 31, 2012 2,109,579 (2,106,268) 3,311


F-65

STATEMENT OF CASH FLOWS(Expressed in Canadian dollars)


Notes

Year endedDecember

31, 2012

Year endedDecember

31, 2011$000s $000s

Net loss for the period (112,216) (1,785,838)

Operating activities

Adjusted for:Depreciation - 16,463Impairment (reversal of impairment) 6 (14,039) 1,587,485Finance income 12 (308) (407)Finance expense 12 292 408Finance lease expense 8,377 1,869Management fee 281 1,838

Increase (decrease) in non-cash working capital:Amounts receivable 1,541 (5,735)Prepaid expenses (114) (839)

Operating cash flows before interest and tax (116,186) (184,756)Cash tax paid - -Cash interest paid - -Cash flows from operating activities (116,186) (184,756)

Investing activitiesAdditions to property, plant and equipment 6 (22,200) (95,848)Proceeds from disposition of property, plant andequipment 11,765 -Interest received 308 407Cash flows used in investing activities (10,127) (95,441)

Financing activitiesParent’s Contribution 15 105,884 304,695Finance lease payments 9 (4,715) (14,147)Finance lease buyout 9 (27,356) -Cash flows from financing activities 73,813 290,548

Effects of exchange rate changes on cash and cashequivalents - -Net increase in cash and cash equivalents for theperiod (52,500) 10,351Cash and cash equivalents at the beginning of theperiod 62,568 52,217Cash and cash equivalents at the end of the period 10,068 62,568


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NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS(Expressed in Canadian dollars, except as otherwise noted)


1. BACKGROUND

On March 17, 2008, Newmont Mining Corporation (collectively with subsidiaries, “Newmont” or the“Parent Company”) completed the acquisition of 100% of the issued and outstanding share capital ofMiramar Mining Corporation (“Miramar”) whereupon Miramar became a wholly-owned, indirect subsidiaryof Newmont. Miramar’s principal asset was the Hope Bay Gold Project which was comprised of certainmineral properties located at Hope Bay in the Kitikmeot Region of Nunavut, Canada (“Hope Bay” or the“Project”). Newmont subsequently changed the name of Miramar to Hope Bay Mining Limited (“HBML”).From 2008 to early 2012, HBML undertook development activities at Hope Bay. In February 2012,Newmont reported that, after evaluating development options and economic feasibility for the Projectcompared with other projects and development opportunities within Newmont’s wider project pipeline,effective December 31, 2011, Hope Bay was placed on care and maintenance. Accordingly, a $1.6 billionimpairment charge was recorded (note 6).

The Project is subject to risks and challenges similar to other companies in a comparable stage. Theserisks include, but are not limited to, continuing losses, dependence on the Parent Company for fundingits activities and the ability to secure adequate financing to meet minimum capital required to successfullysatisfy its commitments and continue as a going concern.

For the year ended December 31, 2012, the Project reported a loss of $112,216,000 and, as at December31, 2012, an accumulated deficit of $2,693,269,000. As at December 31, 2012, the Project did not havesufficient funds available from existing cash on hand to maintain its mineral investments andadministration costs. The Project’s future was dependent upon its ability to obtain sufficient cash from itsParent Company or external sources of financing in order to fund the development and construction ofHope Bay. These circumstances indicate the existence of a material uncertainty that may cast significantdoubt as to the ability of the Project to meet its obligations as they come due and, accordingly, the ultimateappropriateness of the use of accounting principles applicable to a going concern. These financialstatements have been prepared on the going concern basis. Accordingly, they do not give effect toadjustments that would be necessary should the Project be unable to continue as a going concern and,therefore, be required to realize its assets and liquidate its liabilities and commitments in other than thenormal course of business at amounts different from those in these financial statements

In March 2013, the board of directors of HBML approved the sale of Hope Bay to TMAC Resources Inc.(“TMAC”) (note 18).



Newmont prepares its financial statements, from which these carve out financial statements have beenderived, in accordance with US generally accepted accounting principles (“US GAAP”).

The Hope Bay Carve-out Financial Statements have been prepared for inclusion in an initial public offeringof the shares of TMAC and therefore are required to be prepared in accordance with InternationalFinancial Reporting Standards (“IFRS”). As these are the first annual financial statements of Hope BayGold Project prepared in accordance with IFRS as issued by the International Accounting StandardsBoard (“IASB”), IFRS 1, First-Time Adoption of IFRS has been applied and an opening balance sheet asat the beginning of the first annual financial period, January 1, 2011, has been presented. The accountingpolicies have been consistently applied in the preparation of the opening IFRS statement of financialposition at January 1, 2011 and throughout all periods presented, as if the policies had always been ineffect.

The application of IFRS 1, First-Time Adoption of IFRS applies to the Hope Bay Carve-out FinancialStatements which are separate and unique from the financial statements of Newmont and therefore, as

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no relevant previous US GAAP financial statements exist, no reconciliation from US GAAP to IFRS ispresented.

The board of directors of TMAC approved these Carve-out Financial Statements on May 31, 2015.


The Carve-out Financial Statements have been prepared on the historical cost basis, except for thefinancial instruments that are measured at fair value, as explained in the accounting policies below.Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The Hope Bay Carve-out Financial Statements have been derived from the accounting records of HBMLon a carve-out basis. The Hope Bay Carve-out Financial Statements do not necessarily reflect what theoperations, financial position or cash flows would have been had Hope Bay been a separate entity orfuture results of Hope Bay as it exists within TMAC. Management believes the assumptions underlyingthe Hope Bay Carve-out Financial Statements are reasonable; however, the Hope Bay Carve-outFinancial Statements may not reflect the results of operations, financial position or cash flows in the future.

The operating results of Hope Bay have been specifically identified based on HBML’s organizationalstructure up to and including December 31, 2012. Certain expenses and expenditures presented in theHope Bay Carve-out Financial Statements represent allocations and estimates of the cost of servicesincurred by HBML or the Parent Company. These allocations and estimates were based onmethodologies that management believes to be reasonable and include administrative costs, foreignexchange gains and losses and deferred income taxes.

Deferred income taxes have been recorded as if Hope Bay had been a separate tax paying legal entity.The calculation of income taxes is based on a number of assumptions, allocations and estimates. HopeBay’s tax pools were allocated based on the value of the property, plant and equipment of Hope Bay.

(c) Functional and presentation currency and foreign currency transactions

The Carve-out Financial Statements are presented in Canadian dollars. The functional currency of HopeBay is the Canadian dollar.

Transactions denominated in a foreign currency have been translated into Canadian dollars at exchangerates on the date of the transaction. Monetary assets and liabilities denominated in a foreign currency atthe year-end date are translated to the functional currency at the rate of exchange at that date. Anyconversion differences are recorded as exchange gains or losses in the Statement of Profit or Loss.

(d) Measurement uncertainty - critical accounting judgments and estimation uncertainties

The preparation of carve-out financial statements in conformity with IFRS requires management to makejudgments, estimates and assumptions that affect the amounts reported in the Carve-out FinancialStatements and related notes. These judgments, estimates and assumptions are based onmanagement’s experience and knowledge of the relevant facts and circumstances. Actual results maydiffer from those estimates. Information about areas of judgment and key sources of uncertainty andestimation is contained in the description of the accounting policies and/or the notes to the Carve-outFinancial Statements.

Judgments, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions toaccounting estimates are recognized in the period in which the estimates are revised.

The key areas where judgments, estimates and assumptions have been made in the reporting years orthat have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilitiesin subsequent financial years are summarized below.

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(i) Estimated reserves and resources

Reserves and resources are estimates of the amount of metal that can be extracted from the Project,considering both economic and legal factors. Estimating the quantity and/or grade of reserves andresources requires the analysis of drilling samples and other geological data. Calculating reserveand resource estimates requires decisions on assumptions about geological, technical and economicfactors, including quantities, grades, production techniques, recovery rates, production costs,transportation costs, commodity demand, commodity prices and foreign exchange rates.

Estimates of reserves and resources may change from period to period as the economicassumptions used to estimate reserves and resources change from period to period, and as a resultof additional geological data generated during the course of operations. Changes in reportedreserves and resources may affect the Project’s financial position in a number of ways, including thefollowing:

Asset carrying values may be affected due to changes in estimated future cash flows; and, Prospective depreciation charges in the Statement of Profit or Loss may change when such

charges are determined by the unit-of-production basis, or when the useful lives of assetschange.

(ii) Impairment of property, plant and equipment

Judgment is involved in assessing whether there are any indications that an asset or cash generatingunit (“CGU”) may be impaired. This assessment is made based on an analysis of, amongst otherfactors, changes in the market or business environment, events that have transpired that haveimpacted the asset or CGU and information from internal reporting.

For the purpose of determining the recoverable amount of an asset or CGU, if indicators ofimpairment exist, operating results and net cash flow forecasts are determined by estimating theexpected future revenues and costs, including the future cash costs of production, capitalexpenditures, site closure and environmental rehabilitation. These include net cash flows expectedto be realized from the extraction, processing and sale of mineral resources that do not currentlyqualify for inclusion in proven and probable ore reserves when there is a high degree of confidencein the economic extraction of such non-reserve material. This expectation is usually based onpreliminary drilling and sampling of areas of mineralization that are contiguous with existing reservesand resources. If no cash flows from extraction, processing and sale of mineral resources areexpected, then the expected proceeds on the sale of the existing assets and infrastructure is usedfor impairment test purposes.

Judgment is also required in estimating the discount rate applied and future commodity prices usedfor impairment testing. The long-term commodity prices are derived from forward prices and analysts’commodity price forecasts. These assessments often differ from current price levels and are updatedperiodically.

Impairment testing is done at the CGU level. It is expected that the Project will have multiple possiblemining areas and management must exercise judgment in determining what constitutes a CGU andthe degree of aggregation of various assets. These factors impact the impairment analysis performedas the results of the impairment analysis might differ based on the composition of the various CGU.

During 2012, $14,039,000 of the 2011 impairment charge for equipment purchased under a financelease was reversed with the cancelation of the finance lease and concurrent sale of $11,765,000 ofthese assets for cash proceeds of $11,765,000. The expected sale of an additional $2,274,000 ofassets was recognized at their estimated recoverable amount at December 31, 2012 resulting in anet book value for property, plant and equipment of $9,807,000. Excluding the equipment describedabove, it was concluded that there were no profitable means to sell the remaining property, plantand equipment, other than selling the Hope Bay Project as a whole.

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At December 31, 2012, there were no indicators that the value of the Hope Bay Project had increasedmaterially since the recognition of the impairment in 2011. Accordingly, no amounts above the$14,039,000 of the previously recognized impairment were recorded as a reversal of impairment.The ongoing discussions between Newmont and TMAC with regards to the purchase and sale of theHope Bay Project were not determined to be an indicator of reversal of impairment as the acquisitionof the Hope Bay Project was, among other factors, contingent on Newmont and TMAC reaching adefinitive agreement and TMAC being successful in a private placement of at least $30,000,000,casting significant doubt at December 31, 2012 on whether the transaction would occur. Thedetermination that as at December 31, 2012 there was not an impairment reversal indicator isconsidered a critical accounting judgment. In applying judgement, the hindsight of the transactionclosing could not be applied to determine whether it could have been reasonably expected for thesale to be probable on the reporting date.

(iii) Environmental rehabilitation costs

Environmental rehabilitation obligation provisions represent management’s best estimate of thepresent value of the future costs to close and rehabilitate the mine site. Significant estimates andassumptions are made in determining the amount of future environmental rehabilitation costs. Theseestimates and assumptions deal with uncertainties such as: requirements of the relevant legal andregulatory framework; the magnitude of possible contamination; determination of the appropriatediscount rate; and, the timing, extent and costs of required mine closure and environmentalrehabilitation activities. These uncertainties may result in future actual expenditures that differ fromthe amounts currently provided. Management assesses the provision for environmental rehabilitationon an annual basis or when new information becomes available.

(iv) Taxation

The provision for income taxes and composition of income tax assets and liabilities requiresmanagement’s judgment as to the types of arrangements considered to be a tax on income incontrast to an operating cost. The application of income tax legislation also requires judgments inorder to interpret the various legislations and apply those interpretations to Hope Bay’s transactions.

Management judgments and estimates are required in assessing whether deferred income taxassets and liabilities are recognized in the Statement of Financial Position. Judgments are made asto whether future taxable profits will be available in order to recognize certain deferred income taxassets. Assumptions about the generation of future taxable profits depend on management’sestimates of future cash flows resulting from estimates of future production and sales volumes,commodity prices, reserves and resources, operating costs and other capital managementtransactions. These judgments, estimates and assumptions are subject to risks and uncertaintiesand, therefore, there is a possibility that changes in circumstances will alter expectations, which mayimpact the amount of deferred income tax assets and liabilities recognized in the Statement ofFinancial Position and the benefit of other tax losses and temporary differences not yet recognized.

There are a number of factors that can significantly impact Hope Bay’s effective tax rate includingthe geographic distribution of income, varying rates in different jurisdictions within Canada, the non-recognition of deferred income tax assets, mining allowance, foreign currency exchange ratemovements, changes in tax laws and the impact of specific transactions and assessments. Due tothe number of factors that can potentially impact the effective tax rate and the sensitivity of the taxprovision to these factors, it is expected that Hope Bay’s effective tax rate will fluctuate in futureperiods.

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(v) Functional currency

Judgment is required to determine the functional currency of an entity. These judgments arecontinuously evaluated and are based on management’s experience and knowledge of the relevantfacts and circumstances.

(vi) Contingencies

Contingencies can be either possible assets or possible liabilities arising from past events which, bytheir nature, will only be resolved when one or more future events not wholly within the control ofHope Bay occur or fail to occur. The assessment of such contingencies inherently involves theexercise of significant judgment and estimates of the outcome of future events. In assessing losscontingencies related to legal proceedings that are pending against Hope Bay or unasserted claimsthat may result in such proceedings, or regulatory or government actions that may negatively impactHope Bay’s business or operations, Hope Bay and its legal counsel evaluate the perceived merits ofany legal proceedings or unasserted claims or actions as well as the perceived merits of the natureand amount of relief sought or expected to be sought, when determining the amount, if any, torecognize as a provision or on assessing the impact on the carrying value of assets. Contingentassets are not recognized in the Hope Bay Carve-out Financial Statements.

(e) Cash and cash equivalents

Cash and cash equivalents consist of cash held with major Canadian financial institutions in the form ofcash and guaranteed investment certificates with investment terms that are less than 90 days at the timeof acquisition

(f) Consumables, materials and supplies and other assets

Consumables and materials and supplies inventories are valued on a weighted average basis andmeasured at the lower of acquisition cost and net realizable value.

(g) Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and accumulatedimpairment charges, if any.

(i) General

Property, plant and equipment costs include the fair value of consideration paid, including cash andshares, if any, on acquisition. Exploration expenditures relate to the initial search for deposits witheconomic potential. Evaluation expenditures arise from a detailed assessment of deposits or projectsthat have been identified as having economic potential. When a decision is made that an explorationand evaluation project has advanced to the development for production stage, the accumulated costsassociated with that project are reclassified to project under development. Development costs arecapitalized and include the costs associated with bringing the project to the production stage. Whena decision is made that a project under development has advanced to the production stage, theaccumulated costs associated with that project are reclassified as mining operations. At theproduction stage, the capitalization of certain mine construction costs ceases and they are eithercapitalized to inventory or expensed. Other costs related to property, plant and equipment additionsor improvements and underground mine development that have a future economic benefit, orexploration and evaluation expenditures that meet the criteria for capitalization, are capitalized.

The amount of property acquisition costs and their related deferred exploration and evaluation anddevelopment expenditures represent historic expenditures incurred and are not intended to reflectpresent or future fair values.

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Upon sale or abandonment of any mineral interest, the cost and related accumulated depreciationare written-off and any gains or losses thereon are included in the Statement of Profit or Loss.

(ii) Property

Property includes its purchase price and, prior to the commencement of production, any governmentfees and taxes and usage fees for aboriginal organizations thereon to maintain the property in goodstanding.

(iii) Plant, equipment and mobile equipment

Plant, equipment and mobile equipment include its purchase price, any costs directly attributable tobringing plant, equipment and mobile equipment to the location and condition necessary for it to becapable of operating in the manner intended by management and the estimated mine closure andenvironmental rehabilitation costs associated with dismantling and removing the asset.

(iv) Exploration and evaluation

Exploration and evaluation costs are expensed and are comprised of costs that are directlyattributable to: researching and analyzing existing exploration data; conducting geological studies, exploration drilling and sampling; examining and testing extraction and treatment methods; and, activities in relation to evaluating the technical feasibility and commercial viability of extracting a

mineral resource.

(v) Development costs

Development costs are capitalized until the mineral property is determined to be in production,becomes inactive, is assessed as impaired or is sold or abandoned. Development costs includeaccessing the ore body, designing and constructing the production infrastructure, borrowing costsrelating to construction and other costs that can be directly attributed to bringing the assets to thecondition necessary for their intended use. This includes costs associated with the commissioningperiod before the asset is in production and can operate at the level intended by management.

(vi) Depreciation

The carrying amounts of property, plant and equipment are depreciated to their estimated residualvalue over the estimated useful life of the specific assets to which they relate.

Accumulated property costs are not depreciated prior to the commencement of production.

Any change in estimate is taken into account in the determination of remaining depreciation charges.Depreciation commences on the date when the asset is available for use in the location and conditionnecessary to be operated in the manner intended by management, as follows: Plant and equipment - straight-line over the estimated useful life of the asset or on a unit-of-

production basis based on the usage of the asset; Buildings - straight-line over the estimated useful life of the asset or on a unit-of-production basis

based on the usage of the asset; and, Mobile equipment – straight-line over 2 to 5 years based on the estimated useful life in years or

on a unit-of-production basis based on the usage of the asset.

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(viii) Impairment

At the end of each reporting period, management reviews Hope Bay’s property, plant and equipmentat the CGU level to determine whether there is any indication of impairment.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, thecarrying amount is reduced to the recoverable amount. Impairment is recognized immediately in theStatement of Profit or Loss. If the circumstances leading to the impairment change, and animpairment subsequently reverses, the carrying amount is increased to the revised estimate ofrecoverable amount but only to the extent that it does not exceed the carrying value that would havebeen determined if no impairment had previously been recognized. Any subsequent reversal of animpairment loss is recognized in the Statement of Profit or Loss.

The recoverable amount for property, plant and equipment is generally determined based on its fairvalue less costs of disposal.

(h) Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor areclassified as operating leases. Payments made under operating leases (net of any incentives receivedfrom the lessor) are charged to the Statement of Profit or Loss on a straight-line basis over the period ofthe lease.

Leases of property and equipment where Hope Bay has substantially all the risks and rewards ofownership are classified as finance leases. Finance leases are capitalized at the lease’s commencementat the lower of the fair value of the leased property and the present value of the minimum lease payments.Each lease payment is allocated between the liability and finance charges. The corresponding rentalobligations, net of finance charges, are included in other long-term payables. The interest element of thefinance cost is charged to the Statement of Profit or Loss over the lease period so as to produce a constantperiodic rate of interest on the remaining balance of the liability for each period.

(i) Provisions

(i) General

Provisions are recognized when Hope Bay has a present legal or constructive obligation as a resultof past events and it is probable that an outflow of resources that can be reliably estimated will berequired to settle the obligation. Where a provision is measured using the cash flows estimated tosettle the obligation, its carrying amount is the present value of those cash flows. The increase inprovisions due to the effect of the time value of money is recognized as a finance expense in theStatement of Profit or Loss.

(ii) Environmental rehabilitation

The mining, extraction and processing activities of the Project normally give rise to obligations forenvironmental rehabilitation. A provision is recognized for environmental rehabilitation costs, whichinclude the dismantling and demolition of infrastructure, removal of residual materials andremediation of disturbed areas, in the financial period when the related environmental disturbanceoccurs, based on the estimated future costs using information available at the period end date.

At the time of establishing the provision, a corresponding asset is capitalized when it gives rise to afuture benefit and depreciated over future production from the operations to which it relates. Theprovision is discounted to its present value using a risk free rate relevant to the jurisdiction in whichthe rehabilitation has to be performed. The unwinding of the discount is included in finance expense.Costs arising from unforeseen circumstances, such as the contamination caused by unplanned

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discharges, are recognized as an expense and liability when the event gives rise to an obligationwhich is probable and can be reliably estimated.

The provision is reviewed at the end of each reporting period for changes to obligations, legislationor discount rates that impact estimated costs or timing of the obligation. The cost of the related assetis adjusted for changes in the provision resulting from changes in the estimated cash flows ordiscount rate and the adjusted cost of the asset is depreciated prospectively.

(j) Income taxes

Hope Bay uses the asset and liability method of accounting for income taxes. Deferred income tax assetsand liabilities are determined based on the differences between the financial reporting and tax bases ofassets and liabilities and on losses carried forward. Deferred income tax assets and liabilities aremeasured using the substantially enacted tax rates that are expected to be in effect when the differencesare expected to reverse or losses are expected to be utilized. The effect on deferred income tax assetsand liabilities of a change in the enacted tax rate is included in income in the period in which the changeis substantially enacted. Deferred income tax assets are recorded to recognize tax benefits only to theextent that, based on available evidence, it is probable that they will be realized. This evaluation requiresmanagement to make judgments as to whether it is probable that a tax asset may be realized in the future.

Deferred income tax assets and liabilities are offset if there is a legally enforceable right to offset currentincome tax assets against current income tax liabilities and when they relate to income taxes levied bythe same taxation authority where there is an intention to settle the balances on a net basis.

(k) Financial instruments

All financial instruments are initially recognized at fair value in the Statement of Financial Position.

(i) Financial assets

Financial assets are initially recorded at fair value and designated upon inception into one of thefollowing four categories: held to maturity; available for sale; loans and receivables; or, at fair valuethrough profit or loss (“FVTPL”).

Financial assets classified as loans and receivables and held to maturity are measured at amortizedcost using the effective interest method less any allowance for impairment.

Financial assets classified as available for sale are measured at fair value with unrealized gains andlosses recognized in other comprehensive income. When the asset is disposed of, or is determinedto be impaired, the cumulative gain or loss previously accumulated in other comprehensive incomeis reclassified to profit or loss.

Transaction costs associated with FVTPL financial assets are expensed as incurred, whiletransaction costs associated with all other financial assets are included in the initial carrying amountof the asset.

Interest income from a financial asset is recognized when it is probable that the economic benefitswill be realized by the Project and the amount of income can be measured reliably. Interest incomeis accrued on a time basis by reference to the principal outstanding and the effective interest rateapplicable.

(ii) Financial liabilities

Financial liabilities are initially recorded at fair value and designated upon inception as FVTPL orother financial liabilities.

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Financial liabilities classified as other financial liabilities are initially recognized at fair value lessdirectly attributable transaction costs. After initial recognition, other financial liabilities aresubsequently measured at amortized cost using the effective interest method.

Financial liabilities classified as FVTPL include financial liabilities held for trading and financialliabilities designated upon initial recognition as FVTPL. Derivatives, including separated embeddedderivatives, are also classified as held for trading unless they are designated as effective hedginginstruments.

Transaction costs on financial liabilities classified as FVTPL are expensed as incurred. Fair valuechanges on financial liabilities classified as FVTPL are recognized through the Statement of Profit ofLoss.

(iii) Impairment of financial assets

Management assesses at each period end date whether there are indications that a financial assetis impaired.

If there is objective evidence that an impairment loss on financial assets carried at amortized costhas been incurred, the amount of the loss is measured as the difference between the asset’s carryingamount and the present value of estimated future cash flows discounted at the financial asset’soriginal effective interest rate. The carrying amount of the financial asset is then reduced by theamount of the impairment. The amount of the loss is recognized in the Statement of Profit or Loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can berelated objectively to an event occurring after the impairment was recognized, the previouslyrecognized impairment loss is reversed to the extent that the carrying value of the financial assetdoes not exceed what the amortized cost would have been had the impairment not been recognized.Any subsequent reversal of an impairment loss is recognized in the Statement of Profit or Loss.

(l) Borrowing costs

Borrowing costs directly related to financing an acquisition, exploration, construction or development ofqualifying assets are capitalized to the cost of those assets until such time they are substantially readyfor their intended use.

Where funds have been borrowed specifically to finance an asset, the amount capitalized is the actualborrowing cost incurred. Where the funds used to finance an asset form part of general borrowings, theamount capitalized is calculated using a weighted average of rates applicable to relevant generalborrowings during the period.

Transaction costs related to the establishment of a loan facility are capitalized and amortized over the lifeof the loan facility using the effective interest rate method, or set off against the fair value of the loanfacility. Other borrowing costs are recognized in the Statement of Profit or Loss in the period in which theyare incurred.

(m) Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the otherparty or exercise significant influence over the other party in making financial and operating decisions, orif they are subject to common control or common significant influence. Related parties may be individualsor corporate entities. A transaction is considered to be a related party transaction when there is a transferof resources or obligations between related parties. Related party transactions that are in the normalcourse of business and have commercial substance are measured at the exchange amount.

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4. Amounts receivable

December31, 2012

December31, 2011

$000s $000sEmployee - Payroll Transactions 3 -Other 389 -Sales tax receivable 5,322 7,255

5,714 7,255

5. Consumables, materials and supplies

December31, 2012

December31, 2011

$000s $000sConsumables, materials and supplies 6,027 17,496

6,027 17,496



equipmentDevelopment

costs Total$000s $000s $000s $000s

CostBalance December 31, 2011 1,214,809 306,089 119,023 1,639,921Disposals (11,765) - (11,765)Balance at December 31, 2012 1,214,809 294,324 119,023 1,628,156Accumulated depreciationBalance at December 31, 2011 1,214,809 306,089 111,490 1,632,388Impairment - (14,039) - (14,039)Balance at December 31, 2012 1,214,809 292,050 111,490 1,618,349Net book value at December 31, 2012 - 2,274 7,533 9,807


equipmentDevelopment

costs Total$000s $000s $000s $000s

CostBalance at January 1, 2011 1,214,809 186,348 119,023 1,520,180Additions - 118,386 - 118,386Additions to rehabilitation asset - 1,355 - 1,355Balance at December 31, 2011 1,214,809 306,089 119,023 1,639,921Accumulated depreciation andimpairmentBalance at January 1, 2011 - 28,440 - 28,440Depreciation - 16,463 - 16,463Impairment 1,214,809 261,186 111,490 1,587,485Balance at December 31, 2011 1,214,809 306,089 111,490 1,632,388Net book value at December 31, 2011 - - 7,533 7,533

F-76



The development of Hope Bay was halted during December 2011 and Hope Bay was impaired to theestimated recoverable value based on the estimated resale value of the plant and equipment of $7.5million.

During 2012, $14.0 million of the impairment charge for equipment purchased under the finance lease(note 9) was reversed with the cancelation of the finance lease and concurrent sale of $11.8 million ofthese assets for cash proceeds of $11.8 million, and expected sale of an additional $2.3 million of assetswhich were recognized at the estimated recoverable amount at December 31, 2012.

Hope Bay is located approximately 685 kilometers (“km”) northeast of Yellowknife, Northwest Territoriesand approximately 125 km southwest of Cambridge Bay, Nunavut Territory and is situated east ofBathurst Inlet, Nunavut Territory. Hope Bay lies approximately 160 km above the Arctic Circle, comprisesan area of 1,101 km2 and forms one large contiguous block of land that is approximately 80 km by 20 kmin size. Hope Bay mineral tenure includes Federal (the “Crown”) mineral claims, Crown mining leases,pending Crown mining leases and Inuit exploration agreements.

7 Trade and other payables

December31, 2012

December31, 2011

$000s $000sTrade payables 490 15,146Accrued liabilities 5,890 31,891

6,380 47,037


Year endedDecember

31, 2012

Year endedDecember

31, 2011$000s $000s

Balance at beginning of year 14,759 12,996Accretion 292 408Adjustments in assumptions 6,988 1,355

22,039 14,759


Assumptions:

December31, 2012

December31, 2011

$000s $000sUndiscounted and un-inflated amount of estimated cash flows 24,719 14,435Payable in years 2-10 2 - 11Discount rate 2.5% 2.2%Inflation rate 1.3% 1.9%

Newmont provided Letters of Credit associated with Hope Bay’s environmental rehabilitation obligationsto the total of $18 million as at December 31, 2012.

F-77



9. Finance lease liabilities

December31, 2012

December31, 2011

$000s $000sFinance lease liabilities - 23,694Lease instrument - 23,694

On December 21, 2010, the Project entered into a lease agreement, guaranteed by Newmont, with BALGlobal Finance Canada Corporation (“BAL Global”). The assets were initially purchased for the Projectand then sold to Bank of America for proceeds of $12 million before being leased back to the Project.

The lease agreement was a non-cancellable lease. The lease term was 2 years, comprised of 24 monthlypayments of $1,179,000, beginning on January 21, 2011. At the end of the lease term the equipment wasto be returned to BAL Global unless the option to purchase the equipment was exercised for $16,800,000(40% of cost) at the end of the lease term plus any late charges and other amounts due. In May 2012 theProject cancelled the lease at a cost of $27.4 million and obtained ownership of the asset.

10. Income taxes

The effective tax rate of the Project differs from the statutory tax rate as follows:

Year endedDecember

31, 2012

Year endedDecember

31, 2011$000s $000s

Earnings (loss) before income taxes (112,216) (1,785,838)Canadian federal and provincial income tax rates 27% 27%Income tax expense (recovery) at statutory rates (30,298) (482,176)Unrecognized deferred tax assets 30,298 482,176Deferred income tax expense (recovery) - -Effective tax rate 0% 0%

The Project had federal and provincial income tax attributes in excess of the carrying value of its assetsand liabilities of approximately $806 million, the potential future tax benefits of which have not beenrecognized in these financial statements. $300 million of these attributes were transferred with the Projectto TMAC Resources Inc. in 2013.

11. Parent’s equity

Newmont’s investment in Hope Bay is presented as equity in the Hope Bay Carve-out FinancialStatements and is comprised of parent’s contributions and accumulated losses.

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12. Finance income and expense

Year endedDecember

31, 2012

Year endedDecember

31, 2011$000s $000s

Finance incomeInterest income (308) (407)

Finance expenseAccretion of environmental rehabilitation costs (note 8) 292 408

Net finance costs (16) 1

13. Management of Capital

Hope Bay’s objectives with respect to managing its capital are to safeguard its ability to continue as a goingconcern and is dependent on financial support from its Parent Company.





At December 31, 2012, Hope Bay’s financial assets and liabilities are recorded and measured as follows:


Cash and cash equivalents Fair value through profit or loss Fair valueAmounts receivable Loans and receivables Amortized costAccounts payables and accruedliabilities Other liabilities Amortized cost


(b) Commodity price risk

Hope Bay’s ability to develop its properties and its future profitability are directly related to the marketprice of gold. The price of gold is affected by numerous factors including global consumption and demandfor gold, international economic and political trends, fluctuations in the value of the US dollar and othercurrencies, interest rates and inflation. The current and forecast price of gold is a key factor in determiningif the property, plant and equipment are impaired at the period end date.

F-79



(c) Liquidity Risk

Liquidity risk is the risk that Hope Bay will not be able to meet its financial obligations as they come dueand that the Project will be forced to sell financial assets at a value that is less than what they are worth orthe Project may be unable to settle or recover a financial asset at all.

The ultimate responsibility for liquidity risk rests with the Parent Company.

(d) Credit Risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amountof future cash inflows from financial assets on hand at the period end date. Hope Bay’s financial assetsare cash and amounts receivables. Management considers the credit risk on cash to be limited becausethe counterparty is an established well-known major Canadian chartered bank. During the year endedDecember 31, 2012 there were minimal amounts receivable, no allowance for bad debts were requiredon the amounts receivable and no amounts were past due as the receivable was primarily comprised ofrecoverable value added sales taxes. Hope Bay did not have any customers or trade receivables atDecember 31, 2012. The maximum exposure to credit risk at December 31, 2012 is represented by thecarrying amount of the cash and cash equivalents and amounts receivable on the Statement of FinancialPosition.

(e) Foreign Currency Risk

Foreign currency risk is the risk that a variation in the exchange rates between the Canadian dollar andforeign currencies could affect Hope Bay’s operating and financial results. Hope Bay is exposed to foreigncurrency risk as Hope Bay holds small amounts of cash in US dollars and has other financial liabilitiesthat are denominated in either US dollars or other foreign currencies. Hope Bay Project’s managementmonitors the exchange rate fluctuations on a regular basis and does not use currency derivativeinstruments to manage its exposure to foreign currency fluctuations.

At December 31, 2012, the carrying amounts of Hope Bay’s foreign currency-denominated net financialassets are approximately as follows:


(liabilities)

Effect of a 10%change in

exchange rateson loss

$000s $000sSouth African Rand 4,823 482

US dollar 2,157 216

(f) Interest rate risk

Hope Bay’s accounts payable and accrued liabilities are non-interest bearing and have contractualmaturities of less than 90 days.

As at December 31, 2011, Hope Bay’s interest bearing assets are cash and cash equivalents and areinvested in demand deposit accounts with a large Canadian chartered bank.

F-80




(a) Transactions with Parent and its subsidiaries

Newmont is a related party as a result of its ultimate ownership interest in Hope Bay. The transactionswith Newmont and its subsidiaries are as follows;

December 31,2012

December 31,2011

$000s $000sBalance at beginning of the year 2,003,414 1,696,881Cash contributions 105,884 304,695Management fees charged to the Hope Bay Gold Project 281 1,838

Balance at the end of the year 2,109,579 2,003,414

The management services agreement between HBML and Newmont International Services Limited(“NISL”), a subsidiary of Newmont, allows for certain executive, management and administrationservices, including employee benefits (“the Services”) provided to HBML by NISL or other affiliatedcompanies to be charged to HBML. In additional to the Services, Hope Bay also received cashcontributions from its Parent Company to fund the development activities of Hope Bay.

16. Segmented information

Hope Bay owns one mineral property, Hope Bay, operates in one geographic location, Nunavut, Canadaand in one industry, mining. Accordingly, Hope Bay has one segment and, therefore, segmentedinformation is not presented.

17. Commitments and contingencies

Hope Bay has estimated the required annual landholding payments and environmental compliance workfor Hope Bay to be approximately $1.7 million and $3.0 million, respectively. None of these payments arecontractual commitments but are required to maintain the permits and land tenure agreements in goodstanding. Certain parts of Doris are permitted as an operating mine site and environmental and monitoringcosts are required to maintain these permits.

Hope Bay has equipment stored in various locations including the partially completed processing plantstored in South Africa. The equipment is stored on a month to month basis for an approximate cost of$50,000 per month. Hope Bay has engaged with third party auctioneers to sell the Hope Bay Project

As at December 31, 2012, the Project did not have any contractual commitments.

18. Subsequent events

On January 25, 2013, a formal agreement of purchase and sale entitled “Transaction Agreement”between HBML and TMAC was entered into and was amended at the time of closing of the transactionby way of an “Amending Agreement”, dated March 12, 2013, (collectively the “Transaction Agreement”),whereby TMAC agreed to purchase Hope Bay from Newmont.

Pursuant to the Transaction Agreement, all of Hope Bay was vended to TMAC for an aggregate purchaseconsideration of $450,000,000 (the “Purchase Consideration”) in exchange for the issuance by TMACof 57,400,000 Common Shares to HBML representing 82% of the 70,000,000 Common Shares of TMACthen outstanding. Newmont retained a 1% NSR on the Project and HBML transferred $300,000,000 oftax attributes to TMAC as part of the Purchase Consideration. In addition, TMAC assumed environmentalrehabilitation liabilities for Hope Bay.

F-81

C-1

CCERTIFICATE OF THE COMPANY AND THE PROMOTER

Dated: June 26, 2015

This prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by thisprospectus as required by the securities legislation of each of the provinces and territories of Canada other than Québec.

TMAC RESOURCES INC.

“Catharine Farrow”Chief Executive Officer

“Ronald Gagel”Executive Vice President and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

“A. Terrance MacGibbon”Executive Chairman

“John Lydall”Lead Director

PROMOTER

“A. Terrance MacGibbon”

C-2

CERTIFICATE OF THE UNDERWRITERS

Dated: June 26, 2015

To the best of our knowledge, information and belief, this prospectus constitutes full, true and plain disclosure of allmaterial facts relating to the securities offered by this prospectus as required by the securities legislation of each of theprovinces and territories of Canada other than Québec.

BMONESBITT BURNS INC.

“Jason Neal”

CIBCWORLDMARKETS INC.

“David Scott”Managing Director and Co-HeadGlobal Metals and Mining

Vice Chairman andManaging Director

DUNDEESECURITIES LTD.

“Dave Anderson”

GMP SECURITIESL.P.

“Douglas Bell”

NATIONAL BANKFINANCIAL INC.

“Dan Barnholden”

SCOTIA CAPITALINC.

“Peter Collibee”

TD SECURITIESINC.

“Rick McCreary”Vice Chairman Vice Chairman and

Co-Head ofInvestmentBanking

Managing Director Managing Director& Head, GlobalMining & Metals

Deputy Chair,Global Mining

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