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Primero Mining Corp NOTICE OF SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AT 11:00 A.M. (Halifax Local Time) ON FEBRUARY 27, 2014 AT THE ADDRESS OF DELTA BARRINGTON HOTEL 1875 BARRINGTON STREET HALIFAX, NOVA SCOTIA Circular dated January 27, 2014 BRIGUS GOLD CORP. January 27, 2014 Dear Shareholders: You are invited to attend a special meeting (the "Meeting") of the shareholders (the "Brigus Shareholders") of Brigus Gold Corp. ("Brigus") to be held at The Delta Barrington Hotel, 1875 Barrington Street, Halifax, Nova Scotia, on February 27, 2014 commencing at 11:00 a.m. (Halifax local time). At the Meeting you will be asked to consider and vote on a proposed arrangement (the "Arrangement") upon completion of which holders of Brigus common shares ("Brigus Shares") will receive, for each Brigus Share held, 0.175 of a common share (each whole common share, a "Primero Share") in the capital of Primero Mining Corp. ("Primero"), cash consideration of $0.000001 per Brigus Share, and 0.1 of a common share (each whole common share a "Fortune Share") in the capital of a newly incorporated company, Fortune Bay Corp. ("Fortune")(collectively, the "Consideration"). Highlights of the Transaction x Diversified production base: The Arrangement transforms two single production asset companies into a single entity with operations in geo-politically stable jurisdictions, industry supportive infrastructure and prospective regional geology; x Critical production scale: Two producing gold mines with 250,000 to 270,000 gold equivalent ounces in 2014 at below industry average cash costs, which could potentially increase to approximately 400,000 ounces in 2017 with the addition of the production from the Cerro del Gallo development project and a further expansion at San Dimas; x Enhanced market capitalization: Expected to appeal to a broader shareholder base, increase analyst coverage and improve share trading liquidity; x Leading growth profile: Expected production growth from 2013 to 2015 placing the combined company amongst the leaders of its peer group; x Solid financial position and cash flow: Sufficient capital to repay all debt and invest in organic growth plus strong operating cash flow of approximately $760 million over the next five years at current consensus commodity pricing; x Leverages technical expertise: Leverages Primero’s underground mining technical expertise; x Exploration opportunity: Combines two companies with demonstrated exploration upside, close to existing mine infrastructure (see recent exploration updates by both companies); and x Re-valuation opportunity: With diversified production and cash flow, a strong balance sheet, a superior growth profile and a proven operating team, the combined company creates the potential for a re-rating to a multiple in line with other mid-tier gold producers. If you have any questions or need assistance completing your proxy or voting instruction form, please call Kingsdale Shareholder Services Inc. at 1-866-228-2532 or email [email protected]. Brigus Shareholders will also be asked to consider and, if deemed appropriate, adopt, a special resolution, to reduce the stated capital account (the "Stated Capital Reduction") of the Brigus Shares to CDN$217 million. In order to become effective, among other things, the Stated Capital Reduction must be approved by a special resolution passed by at least a two-thirds majority of the votes cast by Brigus Shareholders at the Meeting and present in person or by proxy. At the Meeting, if the Arrangement is approved, Brigus Shareholders will also be asked to consider and vote upon a stock option plan (the “Fortune Stock Option Plan”) for Fortune. The resolution to approve the Fortune Stock Option Plan must be approved by a majority of the votes cast in person or by proxy by the Brigus Shareholders at the Meeting. Upon completion of the Arrangement, the holders (the "Brigus Optionholders") of Brigus options will receive, for each option to acquire a Brigus Share held, 0.175 of an option to acquire a Primero Share. The exercise price of the options will also be adjusted as more particularly set out in the Management Information Circular. Following completion of the Arrangement, the holders (the "Brigus Warrantholders") of Brigus warrants (the "Brigus Warrants") will be entitled to purchase, upon exercise of the Brigus Warrants, 0.175 of a Primero Share and 0.1 of a Fortune Share. The exercise price of the warrants will also be adjusted, as more particularly set out in the Management Information Circular. Upon completion of the Arrangement, Fortune will own certain of Brigus' assets including the Goldfields Project (as defined in the accompanying Management Information Circular) in Saskatchewan, its interests in the Ixhuatan Project, three concessions in the Dominican Republic and its royalty interests in the Huizopa project in Mexico, and is expected to have approximately C$10 million in cash. Brigus Shareholders will hold approximately 27% of the outstanding shares of Primero on a fully-diluted in-the-money basis, and 90.1% of the outstanding common shares of Fortune. Detailed information regarding the Arrangement is contained in the attached Notice of Meeting and Management Information Circular. In order to become effective, among other things, the Arrangement must be passed by (i) a majority of no less than two-thirds of the votes cast on the Arrangement Resolution by the Brigus Shareholders present in person or by proxy at the Meeting, and (ii) a majority of the votes attached to the Brigus Shares held by Brigus Shareholders present in person or represented by proxy at the Meeting excluding for this purpose votes attached to Brigus Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101. Completion of the Arrangement is also subject to receipt of certain required regulatory approvals, including the approval of the NYSE MKT, the TSX and the Ontario Superior Court of Justice (Commercial List) (the "Court"), and other customary closing conditions, all of which are described in more detail in the attached Management Information Circular. All of the directors and senior officers of Brigus have entered into agreements to vote in favour of the Arrangement, provided that the Arrangement Agreement has not been terminated by either Primero or Brigus in accordance with its terms. After taking into consideration, among other things, the recommendation of the special committee (the "Special Committee") of the board of directors of Brigus (the "Brigus Board") and the opinion of Cormark Securities Inc. as to the fairness, from a financial point of view, to ii If you have any questions or need assistance completing your proxy or voting instruction form, please call Kingsdale Shareholder Services Inc. at 1-866-228-2532 or email [email protected]. Brigus Shareholders, of the consideration to be received by Brigus Shareholders pursuant to the Arrangement, delivered on December 14, 2013, the Brigus Board has concluded that the Consideration is fair to the Brigus Shareholders and the Arrangement is in the best interest of Brigus and has approved the Arrangement and authorized its submission to the Brigus Shareholders and the Court for approval. Accordingly, the Brigus Board unanimously recommends that the Brigus Shareholders vote FOR the Arrangement and the Stated Capital Reduction. Voting If you are not registered as the holder of your Brigus Shares but hold your shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Brigus Shares. See the section in the accompanying Management Information Circular entitled "General Proxy Information — Non-Registered Holders" for further information on how to vote your Brigus Shares. If you are a registered Brigus Shareholder, please vote by completing the enclosed form of proxy. You should specify your choice by marking the box on the enclosed form of proxy and by dating, signing and returning your proxy in the enclosed return envelope addressed to CST Trust Company at 320 Bay Street, 3rd floor, Toronto, Ontario, M5H 4A6, Canada or by toll free North American fax number 1-866-781-3111, or by email at [email protected] at least forty-eight hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment thereof. You may also vote online at www.proxypush.ca/bid or by phone at 1 866-250-6192. Please do this as soon as possible. Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy, but will ensure that your vote will be counted if you are unable to attend. Letter of Transmittal If you hold your Brigus Shares through a broker or other person, please contact that broker or other person for instructions and assistance in receiving Fortune Shares and Primero Shares in respect of your Brigus Shares upon completion of the Arrangement if it is approved. If you are a registered Brigus Shareholder, please complete and return the enclosed Letter of Transmittal together with the certificate(s) representing your Brigus Shares and any other required documents and instruments, to the depositary, Computershare Investor Services Inc., in the enclosed return envelope in accordance with the instructions set out in the Letter of Transmittal so that if the Arrangement is approved the consideration for your Brigus Shares can be sent to you as soon as possible following the Arrangement becoming effective. The Letter of Transmittal contains other procedural information related to the Arrangement and should be reviewed carefully. The attached Notice of Meeting and Management Information Circular contain a detailed description of the Arrangement and include certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Management Information Circular including the documents incorporated by reference therein.
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