F-7

As filed with the Securities and Exchange Commission on November 22, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-7

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Maudore Minerals Ltd.

(Exact name of Registrant as specified in its charter)

Ontario, Canada	1040	Not Applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2000 Peel Street, Suite 620, Montreal, Québec, Canada H3A 2W5 (514) 439-0990

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 894-8940

(Name, address and telephone number of agent for service in the United States)

Copies to:

Riccardo Leofanti, Esq.	Jennifer Maxwell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP	Blake, Cassels & Graydon LLP
222 Bay Street, Suite 1750, P.O. Box 258	23 College Hill, 5th Floor
Toronto, Ontario, Canada M5K 1J5	London, EC4R 2RP, England
(416) 777-4700	+44 (0)20 7429 3550

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this registration statement becomes effective.

This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box:  ¨

CALCULATION OF REGISTRATION FEE (1)

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common shares	47,241,522	100%	US$4,500,700	US$579.69

(1) Calculation of Registration Fee is in accordance with General Instruction II.F of Form F-7.

(2) Based on the noon buying rate for Canadian dollars published by the Bank of Canada on November 14, 2013 of Cdn$1.00 = US$0.9527.

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

PART I

INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this prospectus from documents filed with the securities commissions or similar authorities in each of the provinces of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Maudore Minerals Ltd. at 2000 Peel Street, Suite 620, Montreal, Quebec, Canada H3A 2W5, tel.: (514) 439-0990, and are also available electronically at www.sedar.com.

This document is important and requires you to make a decision prior to •p.m. (Montreal time) on •, 2013. If you are in doubt as to how to deal with the information herein, you should consult your investment dealer, stock broker, bank manager or other professional.

Preliminary Short Form Prospectus

Rights Offering November 22, 2013

MAUDORE MINERALS LTD.

Cdn$4,724,152

Offering of Rights to Subscribe for Common Shares

at a Price of Cdn$0.10 per Common Share

Maudore Minerals Ltd. (the “Corporation” or “Maudore”) is distributing (the “Offering”) to the holders (the “Shareholders”) of its outstanding common shares (the “Common Shares”) of record at the close of business (Montreal time) on •, 2013 (the “Record Date”) one right (the “Right”) for each Common Share held, which will entitle the Shareholders to subscribe for up to an aggregate of 47,241,522 Common Shares for gross proceeds to the Corporation of Cdn$4,724,152.

The Rights are transferable into and within Canada and are evidenced by certificates in registered form (the “Rights Certificates”). Each Shareholder is entitled to one Right for each Common Share held on the Record Date. For each Right held, the holder thereof is entitled to purchase one Common Share (the “Basic Subscription Privilege”) at a price of Cdn$0.10 per Common Share (the “Subscription Price”) prior to 5:00 p.m. (Montreal time) (the “Expiry Time”) on •, 2013 (the “Expiry Date”). No fractional Common Shares will be issued. RIGHTS NOT EXERCISED BEFORE THE EXPIRY TIME WILL BE VOID AND OF NO VALUE. Holders who exercise in full the Basic Subscription Privilege for all of their Rights are also entitled to subscribe for additional Common Shares (the “Additional Shares”), if available, pursuant to an additional subscription privilege (the “Additional Subscription Privilege”). See “Description of Offered Securities — Additional Subscription Privilege”. Any subscription for Common Shares will be irrevocable and subscribers will be unable to withdraw their subscriptions for Common Shares once submitted.

	Offering Price		Proceeds to the Corporation(1)
Per Common Share	Cdn$	0.10	Cdn$	0.10
Total (2)	Cdn$	4,724,152	Cdn$	4,724,152

Note:

⁽¹⁾  Before deducting the expenses of the Offering, estimated to be approximately Cdn$417,000.

⁽²⁾  Assumes the exercise of all Rights.

The Corporation has applied to list the Rights distributed under this prospectus, the Common Shares issuable upon the exercise of the Rights and the Standby Shares (as defined herein) on the TSX Venture Exchange (the “TSXV”). The approval of such listing is subject to the Corporation fulfilling all of the listing requirements of the TSXV. The currently outstanding Common Shares are listed and posted for trading on the TSXV under the symbol “MAO”. On November 21, 2013, the closing price for the Common Shares on the TSXV was Cdn$0.095 per share.

CST Trust Company (the “Subscription Agent”), at its principal office in the City of Toronto (the “Subscription Office”), is the subscription agent for this Offering. See “Description of Offered Securities — Subscription and Transfer Agent”.

For Common Shares held in registered form, a Rights Certificate evidencing the number of Rights to which a Shareholder is entitled will be mailed with a copy of this prospectus to each registered Shareholder as of the close of business on the Record Date. In order to exercise the Rights represented by the Rights Certificate, the holder of Rights must complete and deliver the Rights Certificate to the Subscription Agent in the manner and upon the terms set out in this prospectus. All exercises of Rights are irrevocable once submitted. See “Description of Offered Securities — Rights Certificate — Common Shares Held in Registered Form”.

For Common Shares held through a securities broker or dealer, bank or trust company or other participant (a “CDS Participant”) in the book-based system administered by CDS Clearing and Depository Services Inc. (“CDS”), a subscriber may subscribe for Common Shares by instructing the CDS Participant holding the subscriber’s Rights to exercise all or a specified number of such Rights and forwarding the Subscription Price for each Common Share subscribed for to such CDS Participant in accordance with the terms of the Offering. Subscriptions for Common Shares made through a CDS Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for Common Shares once submitted. See “Description of Offered Securities — Rights Certificate — Common Shares Held Through CDS”.

Subscribers wishing to subscribe for Additional Shares under the Additional Subscription Privilege must forward their request to the Subscription Agent at the Subscription Office or to their CDS Participant, as applicable, prior to the Expiry Time on the Expiry Date. Payment for Additional Shares, in the same manner as required upon exercise of the Basic Subscription Privilege, must accompany the request when it is delivered to the Subscription Agent or a CDS Participant, as applicable. Any excess funds will be returned by mail by the Subscription Agent or credited to a subscriber’s account with its CDS Participant, as applicable, without interest or deduction.

If a Shareholder does not exercise, or sells or otherwise transfers, its Rights, then such Shareholder’s current percentage ownership in the Corporation will be diluted as a result of the exercise of Rights by other Shareholders.

This prospectus qualifies the distribution of the Rights as well as the Common Shares issuable upon exercise of the Rights and the Standby Shares in each province of Canada. This prospectus also covers the offer and sale of the Common Shares issuable upon exercise of the Rights within the United States under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The provinces of Canada and the United States are collectively referred to in this prospectus as the “Eligible Jurisdictions”. Except under the circumstances described herein, the Rights as well as the Common Shares issuable upon the exercise of the Rights and the Standby Shares are not being distributed or offered to Shareholders in any jurisdiction other than the Eligible Jurisdictions (each, an “Ineligible Jurisdiction”) and, except under the circumstances described herein, Rights may not be exercised by or on behalf of a holder of Rights who appears to be, or who the Corporation has reason to believe is, a resident in an Ineligible Jurisdiction (an “Ineligible Holder”). This prospectus is not, and under no circumstances is to be construed as, an offering of any Rights or Common Shares for sale in any Ineligible Jurisdiction or a solicitation therein of an offer to buy any securities. Except under the circumstances described herein, Rights Certificates will not be sent to Shareholders with addresses of record in any Ineligible Jurisdiction. Ineligible Holders who are not Approved Eligible Holders (as defined herein) will be sent a letter advising them that their Rights Certificates will be held by the Subscription Agent, who will hold such Rights as agent for the benefit of all such Ineligible Holders. See “Description of Offered Securities — Ineligible Holders and Approved Eligible Holder”.

This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus in accordance with the disclosure requirements of Canada. Prospective purchasers of securities should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein, if any, have been prepared in accordance with International Financial Reporting Standards, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Prospective purchasers of securities should be aware that the acquisition or disposition of the securities described in this prospectus may have tax consequences in Canada, the United States, or elsewhere. Such consequences for purchasers who are resident in, or citizens of, the United States are not described fully herein. Prospective purchasers should consult their own tax advisors with respect to such tax considerations.

The enforcement by purchasers of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the laws of Ontario, that some or all of its officers and directors may be residents of a country other than the United States, that some or all of the experts named in the registration statement may be residents of Canada, and that all or a substantial portion of the assets of the Corporation and said persons may be located outside the United States.

These securities have not been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) nor has the SEC passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offence.

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Messrs. Kevin Tomlinson, Chairman of the Board of the Corporation, George Fowlie, Deputy Chairman of the Board of the Corporation, and Greg Struble, President and Chief Executive Officer of the Corporation (collectively, the “Standby Purchasers”) have entered into a standby purchase agreement dated as of November 8, 2013 (the “Standby Purchase Agreement”) under which they have agreed, severally and not jointly and severally, subject to certain terms and conditions, to: (i) exercise their respective Basic Subscription Privileges in full and thereby purchase, by themselves or through their respective affiliates, an aggregate of 1,250,448 Common Shares; and (ii) purchase, by themselves or through their respective affiliates, at the Subscription Price, an aggregate of 1,749,552 Common Shares offered pursuant to the Offering that are not otherwise purchased pursuant to the Offering (the “Standby Shares”), all for investment only and not with a view to resale or distribution. The Standby Purchasers have thereby committed to purchase an aggregate of 3,000,000 Common Shares and Standby Shares, representing total proceeds to the Corporation of Cdn$300,000. This prospectus qualifies the distribution of the Standby Shares in each province of Canada. See “Standby Commitments”.

The Standby Purchasers are not engaged as underwriters in connection with the Offering and no Standby Purchaser has been involved in the preparation of, or performed any review of, this prospectus in the capacity of an underwriter.

There is no managing or soliciting dealer for the Offering and the Corporation will pay no fee of any kind for the solicitation of the exercise of Rights. No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

There are risks associated with an investment in Common Shares. See “Risk Factors” for a discussion of factors that should be considered by prospective purchasers of such securities and their advisors in assessing the appropriateness of an investment in the Common Shares.

The Corporation’s registered office is located at Suite 4000, 199 Bay Street, Commerce Court West, Toronto, Ontario, Canada M5L 1A9, and its head office is located at 2000 Peel Street, Suite 620, Montreal, Quebec, Canada H3A 2W5.

Messrs. Kevin Tomlinson, Daniel Harbour, Robert L. Pevenstein and Greg Struble, each of whom is a director of the Corporation, reside outside of Canada and have appointed Maudore as their agent for service of process. Holders of Rights are advised that it may not be possible to enforce judgements obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service.

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TABLE OF CONTENTS

GENERAL MATTERS	5
CAUTIONARY STATEMENT WITH REGARD TO FORWARD-LOOKING STATEMENTS	5
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING PRESENTATION OF MINERAL RESERVE AND RESOURCE ESTIMATES	6
EXCHANGE RATE INFORMATION	6
DOCUMENTS INCORPORATED BY REFERENCE	7
SUMMARY	9
THE CORPORATION	11
RECENT DEVELOPMENTS	11
Consensual Restructuring	11
Implementation of the Current and Projected Mining Plans at Sleeping Giant	13
USE OF PROCEEDS	15
CONSOLIDATED CAPITALIZATION	15
DESCRIPTION OF SHARE CAPITAL	17
PRIOR SALES	17
PRICE RANGE AND TRADING VOLUME	18
DESCRIPTION OF OFFERED SECURITIES	18
Issue of Rights and Record Date	18
Subscription Basis	19
Commencement Date and Expiration Date	19
Basic Subscription Privilege	19
Additional Subscription Privilege	20
Subscription and Transfer Agent	20
Rights Certificate — Common Shares Held in Registered Form	20
Rights Certificate — Common Shares Held Through CDS	21
How to Complete the Rights Certificate	21
Undeliverable Rights	23

Sale or Transfer of Rights	23
Dividing or Combining Rights Certificates	23
Reservation of Shares	23
Dilution to Existing Shareholders	23
Ineligible Holders and Approved Eligible Holders	24
PLAN OF DISTRIBUTION	27
STANDBY COMMITMENTS	27
INTENTION OF INSIDERS TO EXERCISE RIGHTS	28
RISK FACTORS	28
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	30
Residents of Canada	30
Non-Residents of Canada	32
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	33
Taxation of Rights	34
Taxation of Common Shares	35
Passive Foreign Investment Company Rules	36
Foreign Asset Reporting	38
ELIGIBILITY FOR INVESTMENT	38
LEGAL MATTERS	38
INTERESTS OF EXPERTS	38
AUDITORS, TRANSFER AGENT AND REGISTRAR AND SUBSCRIPTION AGENT	39
PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	39
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	39
CERTIFICATE OF THE CORPORATION	C-1

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GENERAL MATTERS

In this prospectus, “Maudore” and the “Corporation” refer collectively to the Corporation and its subsidiaries, unless the context otherwise requires. All references in this prospectus to “dollars”, “Cdn$” or “$” are to Canadian dollars unless otherwise noted. The Corporation’s annual financial statements incorporated herein by reference have been prepared in accordance with International Financial Reporting Standards and its interim financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting. The Corporation prepares its financial statements in Canadian dollars.

The Offering is a corporate transaction that will affect the Corporation’s outstanding Common Shares and its outstanding Warrants (as defined herein). The Corporation’s outstanding Warrants contain certain anti-dilution adjustment provisions that are intended to ensure that a holder of Warrants is entitled to acquire equivalent share capital after the occurrence of a relevant corporate transaction, such as the Offering. The effect of the Offering on the Warrants is that, upon exercise of a Warrant, the holder thereof will be entitled to acquire an additional Common Share at a supplemental price of Cdn$0.10 per Common Share. Unless otherwise specified, information provided in this prospectus with respect to the capitalization of the Corporation is given without giving effect to any such anti-dilution adjustment provisions.

Investors should rely only on the information contained in this prospectus. The Corporation has not authorized anyone to provide investors with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any issuance of the Rights or Common Shares.

CAUTIONARY STATEMENT WITH REGARD TO FORWARD-LOOKING STATEMENTS

Certain statements and information in this prospectus are not based on historical facts and constitute forward-looking statements or forward looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”), including but not limited to, statements and information about future events or expectations of Maudore’s future performance, intentions and plans that are not historical fact.

All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “intend”, “anticipate”, “believe”, “expect”, “estimate”, “plan” and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements about the future performance and achievements of the Corporation, business and financing plans, business trends and future operating revenues. These statements are inherently uncertain and actual achievements of the Corporation or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, risks related to commodity price fluctuations, currency fluctuations, uncertainty related to estimated mineral reserves or mineral resources, the Corporation’s ability to finance the development of its mineral properties through external financing, strategic alliances, the sale of property interests or otherwise, the implementation of the Consensual Restructuring (as defined herein), including the Cyrus Term Sheet (as defined herein), market events and general economic conditions, uncertainty related to the Corporation’s ability to meet production level and observe operating costs estimates relating to the Sleeping Giant property, mining and development activities, governmental regulation and permits, including environmental regulation, uncertainty related to title to the Corporation’s mineral properties, uncertainty related to the Corporation’s history of losses, uncertainty as to the outcome of potential litigation, the Corporation’s majority shareholders, increased competition in the mining industry, uncertainty as to the Corporation’s ability to acquire additional commercially mineable mineral rights, conflicts of interests of some of the directors of the Corporation, increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases, the third parties on which the Corporation depends for its exploration and development activities, failure to obtain any required approvals of the TSXV or from shareholders, failure to complete any of the transactions described herein, and the other risks described in the Corporation’s continuous disclosure documents.

The Corporation believes that the expectations reflected in its forward-looking statements are reasonable, but no assurance can be given that any of the events or results anticipated by such forward looking statements will occur or, if they do occur, as to what benefit they will have on the Corporation’s operations or financial condition.

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For the above reason, investors are cautioned against relying on these forward-looking statements. These statements speak only as of the date of this prospectus. The Corporation has no intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this prospectus are expressly qualified by this cautionary statement.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING PRESENTATION OF MINERAL RESERVE AND RESOURCE ESTIMATES

This prospectus has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Unless otherwise indicated, all reserve and resource estimates included in this prospectus and in the documents incorporated by reference herein have been, and will be, prepared in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC, and reserve and resource information contained or incorporated by reference in this prospectus and in the documents incorporated by reference herein may not be comparable to similar information disclosed by companies reporting under United States standards. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserve”. Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by United States standards in documents filed with the SEC. United States investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource estimate is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves in compliance with NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with United States standards.

EXCHANGE RATE INFORMATION

The following table reflects the high, low and average rates of exchange in Canadian dollars for one United States dollar for the twelve-month periods noted, based on the Bank of Canada noon spot rate of exchange:

12 months ended December 31

	2012		2011
High	Cdn$	1.0418	Cdn$	1.0604
Low	Cdn$	0.9710	Cdn$	0.9449
Average	Cdn$	0.9996	Cdn$	0.9891

On November 21, 2013, the closing exchange rate for Canadian dollars in terms of United States dollars, as quoted by the Bank of Canada, was US$1.00 = Cdn$1.0506 or Cdn$1.00 = US$0.9518. The Canadian dollar/United States dollar exchange rate has varied significantly over the last several years and investors are cautioned that the exchange rates presented here are historical and not indicative of future exchange rates.

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DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this prospectus from documents filed with the securities commissions or similar authorities in each of the provinces of Canada. Copies of the documents incorporated herein by reference may be obtained upon request without charge from the Corporate Secretary of the Corporation at 2000 Peel Street, Suite 620, Montreal, Quebec, Canada H3A 2W5, telephone: (514) 439-0990, and are also available electronically under the Corporation’s profile at www.sedar.com.

The following documents of the Corporation, filed with the securities commissions or similar authorities in each of the provinces of Canada, are specifically incorporated by reference into and form an integral part of this prospectus:

(a) annual information form dated October 21, 2013 for the year ended December 31, 2012 (the “AIF”);

(b) audited financial statements as at December 31, 2012 and 2011 and statements of financial position, statements of comprehensive loss, statements of change in equity and statements of cash flows for the years ended December 31, 2012 and 2011, together with the notes thereto and the independent auditor’s report thereon (the “Audited Annual Financial Statements”);

(c) management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2012 (the “Annual MD&A”);

(d) unaudited condensed consolidated interim financial statements for the three- and six-month periods ended June 30, 2013, together with the notes thereto (the “Unaudited Interim Financial Statements”);

(e) management’s discussion and analysis of financial condition and results of operations for the three- and six-month periods ended June 30, 2013 (the “Interim MD&A”);

(f) management proxy circular dated as of May 27, 2013 relating to the annual meeting of shareholders of the Corporation held on June 26, 2013 (the “Circular”);

(g) material change report dated March 28, 2013 relating to the completion of the Corporation’s acquisition of NAP Quebec Mines Ltd. (the “NAP MCR”);

(h) material change report dated April 22, 2013 relating to the completion of the Corporation’s private placement of 17,039,835 Private Placement Units (as defined herein) (the “Private Placement MCR”);

(i) material change report dated April 29, 2013 relating to the termination of a purchase and sale agreement made between the Corporation and Noront Resources Ltd. (“Noront”) to acquire Noront’s interest in the Windfall Lake Project (the “Noront MCR”);

(j) business acquisition report dated June 5, 2013 relating to the Corporation’s acquisition of NAP Quebec Mines Ltd. (the “BAR”);

(k) material change report dated October 25, 2013 relating to the entering into of agreements for the consensual restructuring of debts owed to Cyrus Capital Partners (“Cyrus”), in its capacity as a manager to FBC Holdings S.à r.l. (“FBC”) as well as to certain significant unsecured creditors (the “Consensual Restructuring MCR”); and

(l) material change report dated November 14, 2013 relating to certain minor modifications to the terms of the consensual restructuring of debts owed to Cyrus, in its capacity as a manager to FBC, and the future resignation of Kevin Tomlinson as a director of the Corporation (the “Revised Restructuring Terms MCR”).

Any documents of the Corporation of the type described in section 11.1 of Form 44-101F1 – Short Form Prospectus filed by the Corporation with any securities regulatory authorities after the date of this prospectus and prior to the termination of the Offering will be deemed to be incorporated by reference into this prospectus.

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Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded, for purposes of this prospectus, to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not, except as so modified or superseded, be deemed to constitute a part of this prospectus.

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SUMMARY

The following is a summary of the principal features of the Offering and should be read together with, and is qualified in its entirety by, the more detailed information and financial data and statements contained elsewhere or incorporated by reference in this prospectus. Certain terms used in this summary and in the prospectus are defined elsewhere herein.

Issuer:	Maudore Minerals Ltd.
The Offering:	Rights to subscribe for up to an aggregate of 47,241,522 Common Shares. Each Shareholder at the close of business (Montreal time) on the Record Date will receive one Right for each Common Share held.
Record Date:	•, 2013.
Commencement Date:	•, 2013.
Expiry Date:	•, 2013.
Expiry Time:	5:00 p.m. (Montreal time) on the Expiry Date. Rights not exercised before the Expiry Time will be void and of no value.
Subscription Price:	Cdn$0.10 per Common Share.
Net Proceeds:	Approximately Cdn$4,307,152, after deducting estimated expenses of the Offering of approximately Cdn$417,000, and assuming the exercise in full of the Rights.
Basic Subscription Privilege:	Each Right entitles the holder thereof to subscribe for one Common Share upon payment of the Subscription Price. No fractional Common Shares will be issued. See “Description of Offered Securities — Basic Subscription Privilege”.
Additional Subscription Privilege:	Holders of Rights who exercise in full the Basic Subscription Privilege for all of their Rights are also entitled to subscribe pro rata for additional Common Shares, if any, not otherwise purchased by the other holders of Rights pursuant to the Basic Subscription Privilege. See “Description of Offered Securities — Additional Subscription Privilege”.
Exercise of Rights:	Shareholders whose Common Shares are held in registered form with an address of record in an Eligible Jurisdiction will be mailed a Rights Certificate representing the total number of Rights to which such Shareholder is entitled as at the Record Date together with a copy of this prospectus. In order to exercise the Rights represented by the Rights Certificate, such holder of Rights must complete and deliver the Rights Certificate in accordance with the instructions set out under “Description of Offered Securities — How to Complete the Rights Certificate”. Shareholders whose Common Shares are held through a CDS Participant will not receive physical certificates evidencing their ownership of Rights and may subscribe for Common Shares by instructing the CDS Participant holding their Rights to exercise all or a specified number of such Rights and forwarding the Subscription Price for each Common Share subscribed for in accordance with the terms of the Offering to such CDS Participant.
Shareholders in Ineligible Jurisdictions:	This Offering is made in all of the Eligible Jurisdictions. No subscription under the Basic Subscription Privilege nor under the Additional Subscription Privilege will be accepted from any person, or such person’s agent, who appears to be, or who the Corporation has reason to believe is, an Ineligible Holder, except that under the circumstances described herein and in certain other circumstances, the Corporation may accept subscriptions from persons in jurisdictions other than an Eligible Jurisdiction if the Corporation determines that such offering to and subscription by such person or agent is lawful and in compliance with all securities and other laws applicable in the jurisdiction where such person or agent is resident (each, an “Approved Eligible Holder”). No Rights Certificates will be mailed to persons or such persons’ agent who appear to be or who the Corporation believes to

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	be Ineligible Holders. Ineligible Holders will not be permitted to exercise their Rights. Holders of Common Shares who have not received Rights Certificates but are resident in an Eligible Jurisdiction or who have not been but wish to be recognized as Approved Eligible Holders should contact the Subscription Agent at the earliest possible time. Rights of Ineligible Holders will be held by the Subscription Agent until 5:00 p.m. (Montreal time) on •, 2013 in order to provide such holders an opportunity to claim the Rights Certificates by satisfying the Corporation that the exercise of their Rights will not be in violation of the laws of the applicable jurisdiction. After such time, the Subscription Agent will attempt to sell the Rights of registered Ineligible Holders on such date or dates and at such price or prices as the Subscription Agent will determine in its sole discretion. The Subscription Agent will endeavour to effect sales of such Rights on the open market and any proceeds received by the Subscription Agent with respect to the sale of Rights, net of brokerage fees and costs incurred, will be divided on a pro rata basis among such registered Ineligible Holders and delivered by mailing cheques (in Canadian funds) of the Subscription Agent therefor as soon as practicable to such registered Ineligible Holders, net of any amount required to be withheld on account of applicable taxes, at their addresses recorded on the books of the Corporation. Amounts of less than Cdn$10.00 will not be remitted. The Subscription Agent will act in its capacity as agent of the registered Ineligible Holders on a best efforts basis only and the Corporation and the Subscription Agent do not accept responsibility for the price obtained on the sale of, or the inability to sell, the Rights on behalf of any registered Ineligible Holder. See “Description of Offered Securities — Ineligible Holders and Approved Eligible Holders”.
Standby Commitment:	Under the Standby Purchase Agreement, the Standby Purchasers have agreed, severally and not jointly and severally, subject to certain terms and conditions, to (i) exercise their respective Basic Subscription Privileges in full and thereby purchase, by themselves or through their respective affiliates, an aggregate of 1,250,448 Common Shares; and (ii) purchase, by themselves or through their respective affiliates, at the Subscription Price, an aggregate of 1,749,552 Standby Shares, all for investment only and not with a view to resale or distribution. The Standby Purchasers have thereby committed to purchase an aggregate of 3,000,000 Common Shares and Standby Shares, representing total proceeds to the Corporation of Cdn$300,000. See “Standby Commitments”
Use of Proceeds:	The net proceeds from the Offering will be used by the Corporation to repay creditors (Cdn$362,000) and for working capital support and general corporate purposes (Cdn$1,638,000). Any net proceeds exceeding Cdn$2,000,000 will be applied equally toward the repayment of creditors and working capital. See “Use of Proceeds”.
Listing and Trading:	The Corporation has applied to list the Rights, the Common Shares issuable upon the exercise of the Rights and the Standby Shares on the TSXV. The approval of such listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV. The Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act (“Regulation S”), which will permit the resale of the Rights by persons through the facilities of the TSXV. The Common Shares issuable upon the exercise of the Rights and the Standby Shares will be eligible to be quoted for trading on the OTCQX.
Risk Factors:	An investment in Common Shares is subject to a number of risk factors. See “Risk Factors”.

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THE CORPORATION

Maudore was incorporated under the Business Corporations Act (Ontario) on September 20, 1996. The Corporation is primarily engaged in the acquisition, exploration and development of gold mining sites with the objective of becoming an important gold producer in Quebec. The Corporation’s portfolio comprises mining properties located in the Province of Quebec, Canada.

RECENT DEVELOPMENTS

Consensual Restructuring

During the period from October 2012 to present, the market price of gold has been volatile and dropping steadily, as evidenced by the following table.

Monthly Gold Prices since October 2012

Month	Month End Gold Price(1)
2012
October	US$	1,719
November	US$	1,726
December	US$	1,664
2013
January	US$	1,664
February	US$	1,588
March	US$	1,598
April	US$	1,469
May	US$	1,394
June	US$	1,192
July	US$	1,314
August	US$	1,394
September	US$	1,326
October	US$	1,324
November 1 – 21	US$	1,242

(1) Source: Kitco.

As illustrated below, the value of the Common Shares on the TSXV was highly correlated to the fluctuations in gold prices during that same period.

Gold Price vs. Common Share Price⁽¹⁾

(1) The gold prices are presented in US$ and the Common Share prices are presented in Cdn$.

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This trend in gold prices created a strain on the Corporation’s cash resources and caused the Corporation to experience difficulties in dealing with its creditors. As a result, on August 15, 2013, Entrepreneur minier Promec Inc. (“Promec”) registered a Notice of Legal Hypothec against the Corporation’s Vezza project and Sleeping Giant property (the “Promec Hypothec”). Promec later filed a petition in bankruptcy against Maudore’s wholly-owned subsidiary Aurbec Mines Inc. (“Aurbec”) on August 27, 2013. While vigorously working to have the petition in bankruptcy dismissed, the Corporation initiated the negotiation of a consensual restructuring (the “Consensual Restructuring”) with its senior lender, Cyrus, in its capacity as a manager to FBC, its four major unsecured creditors and other stakeholders with a view to implementing its ongoing business plan consisting of the recommencement of mining operations at its Sleeping Giant property.

On September 30, 2013, in order to preserve cash while the negotiation of the Consensual Restructuring continued, the Corporation elected to defer the payment of the interest due to FBC pursuant to its Cdn$22,000,000 secured term loan to the Corporation (the “Credit Facility”). On October 2, 2013, the Corporation received a letter from Cyrus regarding defaults under the Credit Facility and putting the Corporation on notice that, while it was still prepared to proceed with the Consensual Restructuring, Cyrus would move to enforce its security if agreements to implement the Consensual Restructuring were not signed by the Corporation’s four major unsecured creditors by October 7, 2013. This deadline was subsequently extended to October 15, 2013, on which date such agreements were entered into by the Corporation.

The Consensual Restructuring addresses approximately Cdn$2,360,000 of trade credit of Maudore, of which Cdn$300,000 is to be repaid by November 30, 2013, with the balance becoming due on October 30, 2014, with provision for additional payments which are tied directly to the success of the Offering such that the Maudore creditors are to receive an amount equal to 25% of the amount by which the net proceeds of the Offering exceed Cdn$2,000,000. The Consensual Agreement also covers approximately Cdn$4,330,000 of trade credit of Aurbec, of which Cdn$562,000 is to be repaid by November 30, 2013, and a further Cdn$562,000 is to be repaid by April 30, 2014, for a total reduction of Cdn$1,124,000. The balance will become due on October 31, 2014, with provision for additional payments which are tied directly to the success of the Offering such that the Aurbec creditors are to receive an amount equal to 25% of the amount by which the net proceeds of the Offering exceed Cdn$2,000,000. Under the Consensual Restructuring, the Aurbec trade creditors will be granted a first ranking charge on Aurbec’s immovable rights and mining claims in respect of the Corporation’s Vezza project to secure any outstanding balances owing (the “Vezza Hypothecs”). In consideration for the Vezza Hypothecs and the payments to be made by Aurbec, Promec has agreed to discharge the Promec Hypothec and to ask the court that its petition in bankruptcy against Aurbec be withdrawn or dismissed.

The implementation of the Consensual Restructuring is subject to the satisfaction of a number of conditions, including the negotiation of final documentation and the receipt of all requisite regulatory approvals.

On October 15, 2013, in the context of the Consensual Restructuring, the Corporation also entered into a non-binding term sheet (the “Cyrus Term Sheet”) with Cyrus, in its capacity as a manager to FBC, which provides for the restructuring of certain debt arrangements of the Corporation, subject to the satisfaction of certain terms and conditions. On November 7, 2013, in order to comply with the requirements of the TSXV, Maudore and Cyrus agreed to certain minor modifications to the Cyrus Term Sheet. The Cyrus Term Sheet may be summarized as follows:

(i) FBC would make available a new liquidity facility of up to Cdn$6,000,000, bearing interest at 15% per annum, payable quarterly in arrears in cash and having a maturity date of one year following its implementation, provided, however, that the Corporation will be required to immediately repay to FBC up to a maximum of Cdn$2,000,000 of any tax refunds received from the Province of Quebec;

(ii) Cdn$3,000,000 of the existing Credit Facility would be converted into an equivalent amount of convertible debentures bearing interest at a rate of 5% per annum, having a three year maturity and convertible at FBC’s option into an aggregate of 25,000,000 Common Shares, based on a conversion price of Cdn$0.12 per share;

(iii) FBC would allow the Corporation to access funds available in the interest escrow account established pursuant to the Credit Facility, with the net proceeds to be applied to pay approximately Cdn$500,000 as a pre-payment premium and to pay or prepay, as the case may be, approximately Cdn$2,800,000 of interest expenses relating to the Credit Facility which is due or coming due up to June 30, 2014;

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(iv) FBC would commit to subscribe for not less than its proportionate share of the Offering, representing aggregate gross proceeds to Maudore of not less than Cdn$725,400 (the “FBC Subscription Commitment”); and

(v) in consideration of this restructuring, the Corporation would issue 8,888,888 Common Shares to FBC, based on an issuance price of Cdn$0.12 per share.

The transactions contemplated by the Cyrus Term Sheet and by the rest of the Consensual Restructuring are expected to be implemented by the Corporation in various phases, the last of which is expected to be closed contemporaneously with the closing of the Offering.

The implementation of the Consensual Restructuring (including the receipt of the net proceeds from the Offering) together with the Corporation’s current ongoing activities are expected to improve the Corporation’s financial position by providing the Corporation with additional working capital. See “Use of Proceeds”. However, the Corporation anticipates that its financial condition will be reliant upon its ability to add and exploit new and higher grade resources which are currently under evaluation at the Sleeping Giant property, with a view to replacing the lower quality remnant material currently being mined and thereby transitioning to full scale mining. See “—Implementation of the Current and Projected Mining Plans at Sleeping Giant” for a further discussion of the Corporation’s mining plans. There are a number of risks associated with such proposed transition, including the ability of the Corporation to successfully mine the remnant production areas at the estimated grades and productivity levels, the ability of the third party mining company with whom the Corporation has a tolling arrangement to achieve its production rate and thereby supply the Sleeping Giant mill with the toll milling revenues projected, the possibility that the development diamond drilling results provide less new higher grade material than projected by the Corporation and the emergence of other operational difficulties, including difficulties in securing the needed manpower and in encountering unexpected geological, governmental or other third party impacts.

See “Risk Factors” for a further discussion of the risks associated with the implementation of the Consensual Restructuring, including the Cyrus Term Sheet.

Implementation of the Current and Projected Mining Plans at Sleeping Giant

Following the implementation of the Consensual Restructuring, the Corporation anticipates that its financial condition will be reliant upon its ability to add and exploit new and higher grade resources which are currently under evaluation at the Sleeping Giant property. The Corporation’s mining plans include the transitioning to these new higher grade resources to replace the lower quality remnant material currently being mined. The following charts illustrate the approximate locations of these remnant resources as well as some of the new zone potential within the three-dimensional perspective of the mine workings.

Approximate Locations of Remnant and New Zone Locations

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3D Perspective of the New Zone Potential

The improvement of the Corporation’s financial position is contingent upon its ability to transition to full scale mining at the levels historically achieved between 1993 and 2008 at the Sleeping Giant property. During that period of time, the Corporation processed 3,127,031 tonnes at an average reserve grade of 10.5 grams per tonne to produce 1,058,924 ounces of gold. The tables below set forth the Corporation’s historical gold production record at the Sleeping Giant property.

Historical Gold Production Record

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The diagram below illustrates the initial results from drilling on the 725 level for zones 30, 20 and 8 of the Sleeping Giant property.

While the Corporation is focused on the extensions to the higher grade historically mined zones as well as to new zones with no historical production history, and initial results from drilling have proven that the extensions to the historic high grade zones have significant potential as anticipated, there can be no certainty that these extensions or new zones will meet the same historic grade profiles. The risks associated with the Corporation’s proposed mining transition are more fully described in the AIF under the heading “Description of the Business - Competitive Conditions”.

USE OF PROCEEDS

The maximum net proceeds to be received by the Corporation from the Offering are estimated to be approximately Cdn$4,307,152, after deducting estimated expenses of the Offering of approximately Cdn$417,000. The minimum net proceeds to be received by the Corporation from the Offering, after giving effect to the FBC Subscription Commitment and the Standby Purchase Agreement, are estimated to be Cdn$608,400, after deducting estimated expenses of the Offering of approximately Cdn$417,000. Maudore intends to use the net proceeds of the Offering as follows:

Use of Proceeds	Amount
Initial Cdn$2,000,000 of net proceeds:
Repayment of creditors	Cdn$	362,000
Working capital support and general corporate purposes	Cdn$	1,638,000	(1)

Balance of net proceeds: Any net proceeds exceeding Cdn$2,000,000 will be applied equally toward the repayment of creditors and working capital.

(1) Cdn$246,400 if only the minimum net proceeds of the Offering are realized.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of the Corporation as at December 31, 2012 and as at June 30, 2013, before and after giving effect to the Offering. This table should be read in conjunction with the Corporation’s audited financial statements as at December 31, 2012, the Corporation’s unaudited condensed consolidated interim financial statements as at and for the three- and six-month periods ended June 30, 2013, as well as the Annual MD&A and the Interim MD&A, all of which are incorporated herein by reference.

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Unaudited (in Canadian dollars except number of Common Shares outstanding)	As at December 31, 2012			As at June 30, 2013			As at June 30, 2013			As at June 30, 2013
	(Actual)			(Actual)			(As adjusted, giving effect to the minimum Offering)(1) (2)			(As adjusted, giving effect to the maximum Offering)(1) (3)
Cash and cash equivalents		3,126,129			4,683,194			10,841,594	(4)		14,540,346	(4)
Indebtedness
Term loans		3,091,383			—			—			—
Credit facility with FBC Holdings S.à r.l.		—			19,006,723			22,895,000	(5)		22,895,000	(5)
Convertible Debentures		—			—			2,003,000	(6)		2,003,000	(6)
Total Indebtedness		3,091,383			19,006,723			24,898,000			24,898,000
Shareholders’ equity
Capital stock		43,348,994			60,585,641			62,260,708	(4)		65,959,460	(4)
Equity component of the Convertible Debentures		—			—			1,676,000	(6)		1,676,000	(6)
Contributed surplus		5,979,425			6,579,202			6,579,202			6,579,202
Warrants		599,777			1,089,203			1,089,203			1,089,203
Deficit		(12,423,339	)		(26,132,422	)		(28,270,193	)		(28,270,193	)
Total shareholders’ equity		37,504,857			42,121,624			43,334,920			47,033,672
Total capitalization		40,596,240			61,128,347			68,232,920			71,931,672
Net capitalization		37,470,111			56,445,153			57,391,326			57,391,326
Total number of Common Shares outstanding		26,941,687			47,241,522			66,384,410			103,371,932

⁽¹⁾  Pursuant to the Consensual Restructuring, among other matters, (i) FBC will provide the Corporation with a new liquidity facility of up to Cdn$6,000,000, bearing interest at 15% per annum payable quarterly in arrears in cash and maturing one year following its implementation, provided, however, that the Corporation will be required to immediately repay to FBC up to a maximum of Cdn$2,000,000 of any tax refunds received from the Province of Quebec (ii) Cdn$3,000,000 of the existing Credit Facility will be converted into an equivalent amount of convertible debentures, bearing interest at 5% per annum payable quarterly in arrears in cash, having a three year maturity and convertible at FBC’s option into an aggregate of 25,000,000 Common Shares, based on a conversion price of Cdn$0.12 per share, (iii FBC will allow the Corporation to access funds available in the interest escrow account established pursuant to the Credit Facility, with the net proceeds to be applied to pay approximately Cdn$500,000 as a pre-payment premium and to pay or prepay, as the case may be, approximately Cdn$2,800,000 of interest expenses relating to the Credit Facility which is due or coming due up to June 30, 2014, and (iv) the Corporation will issue to FBC an aggregate of 8,888,888 Common Shares at a price of Cdn$0.12 per share, for a total of Cdn$1,066,667. See “Recent Developments”.

⁽²⁾  The minimum Rights subscription commitment comprises a Cdn$725,400 commitment from FBC and a Cdn$300,000 commitment from the Standby Purchasers. See “Recent Developments” and “Standby Commitments”.

⁽³⁾  The full Rights subscription assumes the exercise of 47,241,522 Rights for aggregate gross proceeds of Cdn$4,724,152.

⁽⁴⁾  Cash and cash equivalent is presented net of (i) issue expenses estimated at Cdn$417,000 on which a deferred tax recovery of Cdn$112,173 was recognized in the deficit on these issue expenses, (ii) pre-payment premium of approximately Cdn$500,000 on the existing credit facility. In addition, approximately Cdn$2,800,000 of the cash and cash equivalent balance is restricted in use to pay or prepay interest expenses relating to the credit facility which is due or coming due up to June 30, 2014.

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⁽⁵⁾  After reviewing IAS 39 (an IFRS standard), it is management’s interpretation that the Consensual Restructuring with FBC constitutes a substantial modification of the debt. Therefore (i) the unamortized transaction costs of Cdn$2,993,227 on the existing Cdn$22,000,000 credit facility must be expensed, (ii) the original Cdn$22,000,000 credit facility must be derecognized, (iii) the new credit facility of Cdn$19,000,000 must be recorded at its present value discounted at the effective rate of 20% (corresponding to the effective rate of the existing credit facility) for Cdn$16,895,000, (iv) the transaction costs of Cdn$1,066,667 and the prepayment premium of approximately Cdn$500,000 relating to the Consensual Restructuring must be expensed on the date of the restructuring, (v) a Cdn$1,426,000 gain on debt restructuring is recognized when taking into consideration the fair value of the Convertible Debentures, and (vi) a Cdn$834,000 deferred tax recovery is recognized on the new credit facility and the convertible debenture.

⁽⁶⁾  The Convertible Debentures were recognized at a fair value of Cdn$3,679,000. The Cdn$2,003,000 debt component was evaluated first using an effective rate of 20% (corresponding to the effective rate of the existing credit facility). The Cdn$1,676,000 equity component was determined using the Black-Scholes pricing model based on the following assumptions: risk free interest rate of 1.36%, expected volatility of 87.1%, no expected dividend yield and an expected life of the convertible option of 3 years.

DESCRIPTION OF SHARE CAPITAL

The authorized capital of the Corporation consists of an unlimited number of Common Shares without par value. On the date of this prospectus, 47,241,522 Common Shares were outstanding. For further details regarding the authorized capital of the Corporation, see the information appearing in the AIF under the heading “Description of Capital Structure” which is incorporated herein by reference.

The Offering is a corporate transaction that will affect the outstanding Common Shares and the outstanding warrants of the Corporation (“Warrants”), each of which Warrant entitles its holder to acquire one Common Share. The Corporation’s outstanding Warrants contain certain anti-dilution adjustment provisions that are intended to ensure that a holder of Warrants is entitled to acquire equivalent share capital after the occurrence of a relevant corporate transaction, such as the Offering. The effect of the Offering on the Warrants is that, upon exercise of a Warrant, the holder thereof will be entitled to acquire an additional Common Share at a supplemental price of Cdn$0.10 per Common Share. Information provided in this prospectus with respect to the capitalization of the Corporation is given without giving effect to any such anti-dilution adjustment provisions.

PRIOR SALES

During the 12-month period prior to the date of this prospectus, the Corporation issued Common Shares or securities that are convertible into, exchangeable for or exercisable to acquire Common Shares, as follows:

Date of Issue	Issuance Type	Number of Securities Issued		Price per Security
December 7, 2012	Stock Options (1)		840,000		n/a
March 22, 2013	Common Shares(2)		1,500,000		n/a
March 22, 2013	Common Shares(3)		1,760,000		n/a
March 22, 2013	Warrants(3)		880,000		n/a
April 12, 2013	Private Placement Units (4)		17,039,835	Cdn$	0.91
April 12, 2013	Compensation Options (5)		127,840		n/a

⁽¹⁾  The Stock Options were granted to directors, officers and consultants of the Corporation. Each Stock Option entitles its holder to acquire one Common Share at any time until December 7, 2017 at a price of Cdn$2.20.

⁽²⁾  The Common Shares were issued to North American Palladium Ltd. as partial consideration for the acquisition of Aurbec and its Sleeping Giant property.

⁽³⁾  The Common Shares and Warrants were issued by the Corporation to FBC as consideration for a commitment by FBC provided under a credit facility used by the Corporation to finance its acquisition of Aurbec. Each Warrant entitles FBC to acquire one Common Share at any time until March 22, 2015 at a price of Cdn$1.08.

⁽⁴⁾  Each Private Placement Unit consists of one Common Share and one-half of a Warrant, with each whole Warrant entitling its holder to acquire one Common Share at any time until April 12, 2015 at a price of Cdn$1.13.

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⁽⁵⁾  The Compensation Options were issued to brokers in connection with the private placement of the Private Placement Units on April 12, 2013. Each Compensation Option entitles its holder to acquire one Private Placement Unit at any time until April 12, 2015 at a price of Cdn$0.91.

PRICE RANGE AND TRADING VOLUME

The Common Shares are listed for trading on the TSXV under the symbol “MAO”. The following table sets forth the market price ranges and trading volumes of the Common Shares on the TSXV for the periods indicated.

Month	High		Low		Volume
2012
October	Cdn$	3.350	Cdn$	2.670		227,666
November	Cdn$	2.980	Cdn$	2.050		218,933
December	Cdn$	2.250	Cdn$	1.320		1,051,753
2013
January	Cdn$	1.660	Cdn$	1.120		471,912
February	Cdn$	1.390	Cdn$	0.900		412,259
March	Cdn$	1.390	Cdn$	0.900		579,156
April	Cdn$	1.040	Cdn$	0.560		760,537
May	Cdn$	0.840	Cdn$	0.520		855,313
June	Cdn$	0.810	Cdn$	0.380		329,879
July	Cdn$	0.520	Cdn$	0.220		414,369
August	Cdn$	0.510	Cdn$	0.320		628,581
September	Cdn$	0.420	Cdn$	0.170		1,063,963
October	Cdn$	0.195	Cdn$	0.080		1,903,260
November 1 – 21	Cdn$	0.125	Cdn$	0.085		584,592

DESCRIPTION OF OFFERED SECURITIES

Issue of Rights and Record Date

Shareholders of record at the close of business (Montreal time) on the Record Date will receive Rights on the basis of one Right for each Common Share held at that time. The Rights permit the holders thereof (provided that such holders are resident in an Eligible Jurisdiction or are Approved Eligible Holders) to subscribe for and purchase from the Corporation up to an aggregate of 47,241,522 Common Shares, assuming the exercise in full of the Rights issued hereunder. The Rights are transferable in Canada by the holders thereof. The Rights may not be transferred to any person within the United States. Shareholders in the United States who receive Rights may resell them only outside the United States in accordance with Regulation S under the U.S. Securities Act. See “— Sale or Transfer of Rights”.

The Rights will be represented by the Rights Certificates that will be issued in registered form. Shareholders who hold their Common Shares in registered form will be mailed a Rights Certificate evidencing the number of Rights to which they are entitled as at the Record Date together with a copy of this prospectus. See “— Rights Certificate — Common Shares Held in Registered Form”.

Shareholders who hold their Common Shares through a CDS Participant will not receive physical certificates evidencing their ownership of Rights. On the Record Date, a global certificate representing such Rights will be issued in registered form to, and in the name of, CDS or its nominee. See “— Rights Certificate — Common Shares Held Through CDS”.

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Subscription Basis

For each Right held, the holder thereof is entitled to subscribe for one Common Shares at the Subscription Price of Cdn$0.10 per Common Share. Any subscription for Common Shares will be irrevocable once submitted.

Fractional Common Shares will not be issued upon the exercise of Rights. Where the exercise of Rights would appear to entitle a holder of Rights to receive fractional Common Shares, the holder’s entitlement will be reduced to the next lowest whole number of Common Shares without any compensation being paid to the holder. CDS Participants who hold Rights for more than one beneficial holder may, upon providing evidence satisfactory to the Corporation, exercise Rights on behalf of their accounts on the same basis as if the beneficial owners of the Common Shares were holders of record on the Record Date.

Commencement Date and Expiration Date

The Rights will be eligible for exercise following •, 2013 (the “Commencement Date”). The Rights will expire at the Expiry Time on the Expiry Date. Shareholders who exercise the Rights will thereafter become holders of Common Shares issued through the exercise of the Rights. RIGHTS NOT EXERCISED PRIOR TO THE EXPIRY TIME ON THE EXPIRY DATE WILL BE VOID AND OF NO VALUE.

Basic Subscription Privilege

Each Shareholder at the close of business (Montreal time) on the Record Date is entitled to receive one Right for each Common Share held. For each Right held, the holder (including any Approved Eligible Holder, but excluding any Ineligible Holder) is entitled to acquire one Common Share under the Basic Subscription Privilege at the Subscription Price by subscribing and making payment in the manner described herein prior to the Expiry Time on the Expiry Date. A holder of Rights that subscribes for some, but not all, of the Common Shares available to such holder pursuant to the Basic Subscription Privilege will be deemed to have elected to waive the unexercised balance of the Rights held by such holder and such unexercised balance of Rights will be void and of no value unless the Subscription Agent is otherwise specifically advised by such holder at the time the Rights Certificate is surrendered that the Rights are to be transferred to a third party or are to be retained by the holder. Holders of Rights who exercise in full the Basic Subscription Privilege for their Rights are also entitled to subscribe for the Additional Shares, if any, that are not otherwise subscribed for under the Offering by the other holders of Rights, on a pro rata basis, at any time prior to the Expiry Time on the Expiry Date pursuant to the Additional Subscription Privilege. See “— Additional Subscription Privilege”.

For Common Shares held in registered form, in order to exercise the Rights represented by a Rights Certificate, the holder of Rights must complete and deliver to the Subscription Agent the Rights Certificate in accordance with the terms of the Offering, in the manner and upon the terms set out in this prospectus, and pay the aggregate Subscription Price. All exercises of Rights are irrevocable and subscribers will be unable to withdraw their subscriptions for Common Shares once submitted.

For Common Shares held through a CDS Participant, a holder may subscribe for Common Shares by instructing the CDS Participant holding the subscriber’s Rights to exercise all or a specified number of such Rights and forwarding the Subscription Price for each Common Share subscribed for in accordance with the terms of the Offering to such CDS Participant. Subscriptions for Common Shares made in connection with the Offering through a CDS Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for Common Shares once submitted.

The Subscription Price is payable in Canadian funds by certified cheque, bank draft or money order payable to the order of the Subscription Agent. In the case of subscription through a CDS Participant, the Subscription Price is payable by certified cheque, bank draft or money order drawn to the order of such CDS Participant, by direct debit from the subscriber’s brokerage account or by electronic funds transfer or other similar payment mechanism. The entire Subscription Price for Common Shares subscribed for must be paid at the time of subscription and must be received by the Subscription Agent at the Subscription Office prior to the Expiry Time on the Expiry Date. Accordingly, a subscriber subscribing through a CDS Participant must deliver its payment and instructions sufficiently in advance of the Expiry Date to allow the CDS Participant to properly exercise the Rights on its behalf.

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Payment of the Subscription Price will constitute a representation to the Corporation and, if applicable, to the CDS Participant, by the subscriber (including by its agents) that: (a) either the subscriber is not a citizen or resident of an Ineligible Jurisdiction or the subscriber is an Approved Eligible Holder; and (b) the subscriber is not purchasing the Common Shares for resale to any person who is a citizen or resident of an Ineligible Jurisdiction.

Additional Subscription Privilege

Each holder of Rights who has exercised in full the Basic Subscription Privilege for its Rights may subscribe for Additional Shares, if available, at a price equal to the Subscription Price for each Additional Share. The total number of Additional Shares available for subscription under the Additional Subscription Privilege will be the difference, if any, between the total number of Common Shares issuable upon the exercise of all of the outstanding Rights and the total number of Common Shares subscribed and paid for pursuant to the Basic Subscription Privilege at the Expiry Time on the Expiry Date. Subscriptions for Additional Shares will be received subject to allotment only and the number of Additional Shares, if any, that may be allotted to each subscriber will be equal to the lesser of: (a) the number of Additional Shares that such subscriber has subscribed for; and (b) the product (disregarding fractions) obtained by multiplying the number of Additional Shares available to be issued by a fraction, the numerator of which is the number of Rights previously exercised by the subscriber and the denominator of which is the aggregate number of Rights previously exercised under the Offering by all holders of Rights that have subscribed for Additional Shares. If any holder of Rights has subscribed for fewer Additional Shares than such holder’s pro rata allotment of Additional Shares, the excess Additional Shares will be allotted in a similar manner among the holders who were allotted fewer Additional Shares than they subscribed for.

To apply for Additional Shares under the Additional Subscription Privilege, each holder of Rights must forward its request to the Subscription Agent at the Subscription Office or to its CDS Participant, as applicable, prior to the Expiry Time on the Expiry Date. Payment for Additional Shares, in the same manner as required upon exercise of the Basic Subscription Privilege, must accompany the request when it is delivered to the Subscription Agent or CDS Participant, as applicable. Any excess funds will be returned by mail by the Subscription Agent or credited to a subscriber’s account with its CDS Participant, as applicable, without interest or deduction. Payment of such price must be received by the Subscription Agent prior to the Expiry Time on the Expiry Date, failing which the subscriber’s entitlement to such Additional Shares will terminate. Accordingly, a subscriber subscribing through a CDS Participant must deliver its payment and instructions to its CDS Participant sufficiently in advance of the Expiry Time on the Expiry Date to allow the CDS Participant to properly exercise the Additional Subscription Privilege on its behalf.

Subscription and Transfer Agent

The Subscription Agent has been appointed the agent of the Corporation to receive subscriptions and payments from holders of Rights Certificates, to act as registrar and transfer agent for the Common Shares and to perform certain services relating to the exercise and transfer of Rights. The Corporation will pay for the services of the Subscription Agent. Subscriptions and payments under the Offering should be sent to the Subscription Agent at:

By Hand or Courier	By Mail
CST Trust Company 320 Bay Street, Basement Level (B1 Level) Toronto, ON M5H 4A6	CST Trust Company P.O. Box 1036 Adelaide Street Postal Station Toronto, ON M5C 2K4

Enquiries relating to the Offering should be addressed to the Subscription Agent by telephone at 1-800-387-0825.

Rights Certificate — Common Shares Held in Registered Form

Shareholders with an address of record in an Eligible Jurisdiction whose Common Shares are held in registered form will be mailed a Rights Certificate representing the total number of Rights to which such Shareholder is entitled as at the Record Date together with a copy of this prospectus. In order to exercise the Rights represented by the Rights Certificate, such holder of Rights must complete and deliver the Rights Certificate in accordance with the instructions set out under “— How to Complete the Rights Certificate”. Rights not exercised by the Expiry Time on the Expiry Date will be void and of no value.

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Rights Certificate — Common Shares Held Through CDS

In respect of all Shareholders who hold their Common Shares through a securities broker or dealer, bank or trust company or other CDS Participant with an address of record in an Eligible Jurisdiction in the book-based system administered by CDS, a global certificate representing the total number of Rights to which all such Shareholders as at the Record Date are entitled will be issued in registered form to CDS and will be deposited with CDS on the Commencement Date. The Corporation expects that each beneficial Shareholder will receive a confirmation of the number of Rights issued to it from its CDS Participant in accordance with the practices and procedures of that CDS Participant. CDS will be responsible for establishing and maintaining book-entry accounts for CDS Participants holding Rights.

Neither the Corporation nor the Subscription Agent will have any liability for: (a) the records maintained by CDS or CDS Participants relating to the Rights or the book-entry accounts maintained by them; (b) maintaining, supervising or reviewing any records relating to such Rights; or (c) any advice or representations made or given by CDS or CDS Participants with respect to the rules and regulations of CDS or any action to be taken by CDS or CDS Participants.

The ability of a person having an interest in Rights held through a CDS Participant to pledge such interest or otherwise take action with respect to such interest (other than through a CDS Participant) may be limited due to the lack of a physical certificate.

Shareholders who hold their Common Shares through a CDS Participant must arrange purchases, transfers or exercises of Rights through their CDS Participant. It is anticipated by the Corporation that each purchaser of a Common Share or Right will receive a customer confirmation of issuance or purchase, as applicable, from the CDS Participant through which such Right is issued or such Common Share is purchased in accordance with the practices and policies of such CDS Participant.

How to Complete the Rights Certificate

1. Form 1— Basic Subscription Privilege. The maximum number of Rights that may be exercised pursuant to the Basic Subscription Privilege is shown in the box on the upper right hand corner of the face of the Rights Certificate. Form 1 must be completed and signed to exercise all or some of the Rights represented by the Rights Certificate pursuant to the Basic Subscription Privilege. If Form 1 is completed so as to exercise some but not all of the Rights represented by the Rights Certificate, the holder of the Rights Certificate will be deemed to have waived the unexercised balance of such Rights, unless the Subscription Agent is otherwise specifically advised by such holder at the time the Rights Certificate is surrendered that the Rights are to be transferred to a third party or are to be retained by the holder.

2. Form 2 — Additional Subscription Privilege. Complete and sign Form 2 on the Rights Certificate only if you also wish to participate in the Additional Subscription Privilege. See “— Additional Subscription Privilege”.

3. Form 3 — Transfer of Rights. Complete and sign Form 3 on the Rights Certificate only if you wish to transfer the Rights. Your signature must be guaranteed by a Schedule I bank, a major trust company in Canada or a member of an acceptable Medallion Signature Guarantee Program, including STAMP, SEMP and MSP. Members of STAMP are usually members of a recognized stock exchange in Canada or members of the Investment Industry Regulatory Organization of Canada. The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. It is not necessary for a transferee to obtain a new Rights Certificate to exercise the Rights, but the signatures of the transferee on Forms 1 and 2 must correspond in every particular with the name of the transferee (or the bearer if no transferee is specified) as the absolute owner of the Rights Certificate for all purposes. If Form 3 is completed, the Subscription Agent will treat the transferee as the absolute owner of the Rights Certificate for all purposes and will not be affected by notice to the contrary.

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The Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act, which will permit the resale of the Rights by persons through the facilities of the TSXV, provided that the offer is not made to a person in the United States, neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, and no “directed selling efforts”, as that term is defined in Regulation S, are conducted in the United States in connection with the resale. Certain additional conditions are applicable to the Corporation’s “affiliates”, as that term is defined under the U.S. Securities Act. In order to enforce this resale restriction, U.S. holders of Rights will be required to execute a declaration certifying that such sale is being made outside the United States in accordance with Regulation S.

The transfer of the Rights or the Common Shares issuable on exercise of the Rights to or within the European Economic Area is restricted. See “— Ineligible Holders and Approved Eligible Holders”.

4. Form 4 — Dividing or Combining. Complete and sign Form 4 on the Rights Certificate only if you wish to divide or combine the Rights Certificate, and surrender it to the Subscription Agent at the Subscription Office. Rights Certificates need not be endorsed if the new Rights Certificate(s) are issued in the same name. The Subscription Agent will then issue the new Rights Certificate(s) in such denominations (totalling the same number of Rights as represented by the Rights Certificate(s) being divided or combined) as are required by the Rights Certificate holder. Rights Certificates must be surrendered for division or combination in sufficient time prior to the Expiry Time to permit the new Rights Certificates to be issued to and used by the Rights Certificate holder.

5. Payment. Enclose payment in Canadian funds by certified cheque, bank draft or money order payable to the order of “CST Trust Company”. The amount of payment will be Cdn$0.10 per Common Share subscribed. Payment must also be included for any Additional Shares subscribed for under the Additional Subscription Privilege.

6. Deposit. Deliver or mail the completed Rights Certificate and payment in the enclosed return envelope addressed to the Subscription Agent so that it is received by the Subscription Office listed above before the Expiry Time on the Expiry Date. Please allow sufficient time to avoid late delivery. The signature of the Rights Certificate holder must correspond in every particular with the name that appears on the face of the Rights Certificate. Any use of the mail to send completed Right Certificates and payment is at the risk of the sender. If mailing, it is recommended that registered mail be used, with a return receipt requested and with proper insurance obtained.

Signatures by a trustee, executor, administrator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Subscription Agent. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscription will be determined by the Corporation in its sole discretion, and any determination by the Corporation will be final and binding on the Corporation and its security holders. Upon delivery or mailing of the completed Rights Certificate to the Subscription Agent, the exercise of the Rights and the subscription for Common Shares is irrevocable. The Corporation reserves the right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of Common Shares pursuant thereto could be unlawful. The Corporation also reserves the right to waive any defect in respect of any particular subscription. Neither the Corporation nor the Subscription Agent is under any duty to give any notice of any defect or irregularity in any subscription, nor will they be liable for the failure to give any such notice. Any holder of Rights who fails to complete its subscription in accordance with the foregoing instructions prior to the Expiry Time on the Expiry Date will forfeit its rights under the Basic Subscription Privilege and the Additional Subscription Privilege attaching to those Rights.

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Undeliverable Rights

Rights Certificates returned to the Subscription Agent as undeliverable will not be sold by the Subscription Agent and no proceeds of sale will be credited to such holders.

Sale or Transfer of Rights

Holders of Rights in registered form may, instead of exercising their Rights to subscribe for Common Shares, sell or transfer their Rights to any person that is not an Ineligible Holder by completing Form 3 on the Rights Certificate and delivering the Rights Certificate to the transferee. See “— How to Complete the Rights Certificate — 3. Form 3 — Transfer of Rights”. A permitted transferee of the Rights of a registered holder of a Rights Certificate may exercise the Rights transferred to such permitted transferee without obtaining a new Rights Certificate. If a Rights Certificate is transferred in blank, the Corporation and the Subscription Agent may thereafter treat the bearer as the absolute owner of the Rights Certificate for all purposes and neither the Corporation nor the Subscription Agent will be affected by any notice to the contrary.

Holders of Rights through CDS Participants who wish to sell or transfer their Rights must do so in the same manner in which they sell or transfer Common Shares. See “— Rights Certificate — Common Shares Held Through CDS”.

The Corporation has filed with the SEC in the United States a Registration Statement on Form F-7 under the U.S. Securities Act (the “Registration Statement”) so that the Common Shares issuable upon the exercise of the Rights will not be subject to transfer restrictions. However, the Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act, which will permit the resale of the Rights by persons through the facilities of the TSXV, provided that the offer is not made to a person in the United States, neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, and no “directed selling efforts”, as that term is defined in Regulation S, are conducted in the United States in connection with the resale. Certain additional conditions are applicable to “affiliates” of the Corporation, as that term is defined under the U.S. Securities Act. In order to enforce this resale restriction, U.S. holders of Rights will be required to execute a declaration certifying that such sale is being made outside the United States in accordance with Regulation S, which is included as part of Form 3. See “— How to Complete the Rights Certificate”.

The transfer of the Rights or the Common Shares issuable on exercise of the Rights to or within the European Economic Area is restricted. See “— Ineligible Holders and Approved Eligible Holders”.

Dividing or Combining Rights Certificates

A Rights Certificate may be divided, exchanged or combined. See “- How to Complete the Rights Certificate — 4. Form 4 — Dividing or Combining”.

Reservation of Shares

The Corporation will, at all times, reserve sufficient unissued Common Shares as will permit the exchange of all the outstanding Rights for Common Shares during the period beginning on the Commencement Date and ending at the Expiry Time on the Expiry Date.

Dilution to Existing Shareholders

If a Shareholder does not exercise all of its Rights pursuant to the Basic Subscription Privilege, the Shareholder’s current percentage ownership in the Corporation will be diluted by the issuance of Common Shares upon the exercise of Rights by other Shareholders, as well as the purchase of Standby Shares by the Standby Purchasers. Shareholders should be aware that the Standby Purchasers have agreed to exercise their Rights under the Basic Subscription Privilege in full pursuant to the Standby Purchase Agreement and to purchase the Standby Shares. See “Standby Commitments”.

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Ineligible Holders and Approved Eligible Holders

Except as set out below, this Offering is made only in the Eligible Jurisdictions. Accordingly, neither a subscription under the Basic Subscription Privilege nor under the Additional Subscription Privilege will be accepted from any person, or such person’s agent, who appears to be, or who the Corporation has reason to believe is, an Ineligible Holder, except that the Corporation may accept subscriptions in certain circumstances from an Approved Eligible Holder.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), no action has been undertaken by the Corporation or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the Rights and the Common Shares issuable on exercise of the Rights may only be offered in a Relevant Member State under the following exemptions under the Prospective Directive, in each case if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Rights and of the Common Shares issuable on exercise of the Rights shall require the Corporation to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

This restriction is in addition to any other restrictions set out below.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any Rights and any Common Shares issuable on exercise of the Rights in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Rights and the Common Shares issuable on exercise of the Rights to be offered so as to enable an investor to decide to purchase or subscribe for the Rights or the Common Shares issuable on exercise of the Rights, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

This prospectus is only being distributed to, and is only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, (iii) are persons falling within Article 43 (members and creditors of certain bodies corporate) of the Financial Promotion Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000 (as amended, the “FSMA”)) in connection with the offer of Rights and of Common Shares issuable on the exercise of the Rights may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).

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This prospectus and its contents are directed only at relevant persons and any investment or investment activity to which this prospectus relates is only available to such relevant persons. Persons of any other description, including those who do not have professional experience in matters relating to investments, should not rely on this prospectus or act upon its contents. Persons distributing this prospectus must satisfy themselves that it is lawful to do so.

This prospectus is not a prospectus for the purposes of FSMA and has not been examined or approved as a prospectus by the United Kingdom Financial Conduct Authority (“FCA”) or by London Stock Exchange plc and has not been filed with the FCA pursuant to the United Kingdom Prospectus Rules nor has it been approved by an authorized person (within the meaning of FSMA) for the purposes of section 21 of FSMA.

Representation

By transferring any Right, or accepting or exercising any Right and/or any Common Share issuable on exercise of any Right, unless otherwise agreed with the Corporation, the holder of a Right is taken to have represented that:

(a) it is not resident in any Relevant Member State; or

(b) it is:

(A) a qualified investor as defined under the Prospective Directive; and

(B) either (i) acting on its own account; or (ii) acting on the account of a client that is a qualified investor as defined under the Prospective Directive; and

(c) if in the United Kingdom, it (i) has professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (ii) falls within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, or (iii) falls within Article 43 (members and creditors of certain bodies corporate) of the Financial Promotion Order.

In the case of any Right or Common Share issuable on the exercise of any Right being offered to a financial intermediary (as that term is defined in Article 3(2)) of the Prospectus Directive, such financial intermediary will be deemed to have represented, acknowledged and agreed that it is not accepting or exercising any Right or the Common Share issuable on the exercise of any Right on a non-discretionary basis on behalf of, nor is it doing so with a view to their offer or resale to, persons in a Relevant Member State in circumstances which may give rise to an offer to the public of any Common Shares or Rights other than their offer or resale to qualified investors, as so defined, and, if in the United Kingdom, relevant persons or in circumstances where the prior consent of the Corporation has been given to the offer or resale.

Persons who have so represented are Approved Eligible Investors for the purposes of the Offering.

Treatment of Rights

Rights Certificates will not be issued and forwarded by the Corporation to Ineligible Holders who are not Approved Eligible Holders. Ineligible Holders will be presumed to be resident in the place of their registered address unless the contrary is shown to the satisfaction of the Corporation. Registered Ineligible Holders will be sent a letter advising them that their Rights Certificates will be issued to and held on their behalf by the Subscription Agent. The letter will also set out the conditions required to be met, and procedures that must be followed, by Ineligible Holders wishing to participate in the Offering. Rights Certificates in respect of Rights issued to such Ineligible Holders will be issued to and held by the Subscription Agent as agent for the benefit of such Ineligible Holders. The Subscription Agent will hold the Rights until 5:00 p.m. (Montreal time) on •, 2013 in order to provide Ineligible Holders an opportunity to claim a Rights Certificate by satisfying the Corporation that the issue of Rights and of Common Shares pursuant to the exercise of Rights will not be in violation of the laws of the applicable jurisdiction. Following such date, the Subscription Agent, for the account of registered Ineligible Holders, will, prior to the Expiry Time on the Expiry Date, attempt to sell the Rights of registered Ineligible Holders represented by Rights Certificates in the possession of the Subscription Agent on such date or dates and at such price or prices as the Subscription Agent determines in its sole discretion.

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Beneficial owners of Common Shares registered in the name of a resident of an Ineligible Jurisdiction, who are not themselves resident in an Ineligible Jurisdiction, who wish to be recognized as an Approved Eligible Holder and who believe that their Rights Certificates may have been delivered to the Subscription Agent, should contact the Subscription Agent at the earliest opportunity, and in any case in advance of 5:00 p.m. (Montreal time) on •, 2013, to request to have their Rights Certificates mailed to them.

The Rights, the Common Shares issuable on the exercise of the Rights and the Standby Shares have not been qualified for distribution in any Ineligible Jurisdiction and, accordingly, may only be offered, sold, acquired, exercised or transferred in transactions not prohibited by applicable laws in Ineligible Jurisdictions. Notwithstanding the foregoing, persons located in such Ineligible Jurisdictions may be able to exercise the Rights and purchase Common Shares provided that they furnish an investor letter satisfactory to the Corporation on or before •, 2013. The form of investor letter will be available from the Corporation or the Subscription Agent upon request. A holder of Rights in an Ineligible Jurisdiction holding on behalf of a person resident in an Eligible Jurisdiction may be able to exercise the Rights provided the holder certifies in the investor letter that the beneficial purchaser is resident in an Eligible Jurisdiction and satisfies the Corporation that such subscription is lawful and in compliance with all securities and other applicable laws.

No charge will be made for the sale of Rights by the Subscription Agent except for a proportionate share of any brokerage commissions incurred by the Subscription Agent and the costs of or incurred by the Subscription Agent in connection with the sale of the Rights. Registered Ineligible Holders will not be entitled to instruct the Subscription Agent in respect of the price or the time at which the Rights are to be sold. The Subscription Agent will endeavour to effect sales of Rights on the open market and any proceeds received by the Subscription Agent with respect to the sale of Rights net of brokerage fees and costs incurred and, if applicable, the Canadian tax required to be withheld, will be divided on a pro rata basis among such registered Ineligible Holders and delivered by mailing cheques (in Canadian funds) of the Subscription Agent therefor as soon as practicable to such registered Ineligible Holders at their addresses recorded on the books of the Corporation. Amounts of less than Cdn$10.00 will not be remitted. The Subscription Agent will act in its capacity as agent of the registered Ineligible Holders on a best efforts basis only and the Corporation and the Subscription Agent do not accept responsibility for the price obtained on the sale of, or the inability to sell, the Rights on behalf of any registered Ineligible Holder. Neither the Corporation nor the Subscription Agent will be subject to any liability for the failure to sell any Rights of registered Ineligible Holders or as a result of the sale of any Rights at a particular price or on a particular day. There is a risk that the proceeds received from the sale of Rights will not exceed the costs of or incurred by the Subscription Agent in connection with the sale of such Rights and, if applicable, the Canadian tax required to be withheld. In such event, no proceeds will be remitted.

Holders of Rights who are not resident in Canada or the United States should be aware that the acquisition and disposition of Rights or Common Shares may have tax consequences in the jurisdiction where they reside, which are not described herein. Accordingly, such holders should consult their own tax advisors about the specific tax consequences in the jurisdiction where they reside of acquiring, holding and disposing of Rights or Common Shares.

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PLAN OF DISTRIBUTION

Each Shareholder at the close of business (Montreal time) on the Record Date will receive one Right for each Common Share held.

The Corporation has applied to list the Rights, the Common Shares issuable on the exercise of the Rights and the Standby Shares on the TSXV. The approval of such listing will be subject to the Corporation fulfilling all of the listing requirements of the TSXV. The Common Shares issuable upon the exercise of the Rights and the Standby Shares will be eligible to be quoted for trading on the OTCQX.

This prospectus qualifies the distribution under applicable Canadian securities laws of the Rights, the Common Shares issuable upon exercise of the Rights and the Standby Shares in each province of Canada. This prospectus also covers the offer and sale of the Common Shares issuable upon exercise of the Rights within the United States under the U.S. Securities Act and in certain circumstances in the European Economic Area pursuant to an exemption from the Prospectus Directive and in circumstances in which (i) such offer does not constitute an offer to the public and (ii) no obligation arises for the Corporation to produce a prospectus pursuant to the Prospectus Directive. The Corporation has not authorized nor does it authorize the making of any offer of the Rights or of the Common Shares issuable on exercise of the Rights through a financial intermediary. Except under the circumstances described herein, neither the Rights, the Common Shares issuable on the exercise of the Rights nor the Standby Shares are qualified under the securities laws of, or being distributed or offered in, any Ineligible Jurisdiction and Rights may not be exercised by or on behalf of an Ineligible Holder who is not an Approved Eligible Holder. This prospectus is not, and under no circumstances is to be construed as, an offering of any Rights or Common Shares in any Ineligible Jurisdiction or a solicitation therein of an offer to buy any securities save in circumstances permitted in accordance with the laws of any such jurisdiction and as described in this prospectus. Rights Certificates will not be sent to Shareholders with addresses of record in any Ineligible Jurisdiction unless such Shareholders are Approved Eligible Investors. Instead, such Ineligible Holders will be sent a letter advising them that their Rights Certificates will be held by the Subscription Agent, who will hold such Rights as agent for the benefit of all such Ineligible Holders. See “Description of Offered Securities — Ineligible Holders and Approved Eligible Holders”.

STANDBY COMMITMENTS

The Corporation has entered into the Standby Purchase Agreement with the Standby Purchasers pursuant to which the Standby Purchasers have agreed, severally and not jointly and severally, subject to certain terms and conditions, to: (i) exercise their respective Basic Subscription Privileges in full and thereby purchase, by themselves or through their respective affiliates, an aggregate of 1,250,448 Common Shares; and (ii) purchase, by themselves or through their respective affiliates, at the Subscription Price, an aggregate of 1,749,552 Standby Shares, all for investment only and not with a view to resale or distribution. The Standby Purchasers have thereby committed to purchase an aggregate of 3,000,000 Common Shares and Standby Shares, representing total proceeds to the Corporation of Cdn$300,000. Each Standby Purchaser has provided usual representations, warranties and covenants under the Standby Purchase Agreement.

The obligation of the Standby Purchasers to complete the closing of the transactions set out in the Standby Purchase Agreement is subject to the satisfaction in full of the following conditions, among others: (i) there shall not be any claims, litigation, investigations or proceedings in progress or, to the knowledge of the Corporation, pending, commenced or threatened, in respect of the Offering that would have a reasonable likelihood of success in the judgement of the Standby Purchasers and that are material to the Corporation; (ii) the Corporation shall have made all necessary filings in connection with the Offering; (iii) the TSXV shall have approved the listing of the Rights, the Standby Shares and the Common Shares issuable upon the exercise of the Rights, subject to the filing of customary documents with the TSXV; (iv) since the date as of which information is given in this prospectus, there shall not have been any material change in the business, affairs, operations, assets, liabilities or capital of the Corporation, other than as disclosed in this prospectus or any amendment to this prospectus; and (vi) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of the Corporation shall have been issued by any securities commission that is continuing in effect, and no proceeding for that purpose shall have been instituted or be pending.

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The Standby Purchasers, collectively, together with their affiliates, currently own 1,250,448 Common Shares, representing approximately 2.65% of the outstanding Common Shares.

No Standby Purchaser is engaged as an underwriter in connection with the Offering and no Standby Purchaser has been involved in the preparation of, or performed any review of, this prospectus in the capacity of an underwriter.

INTENTION OF INSIDERS TO EXERCISE RIGHTS

The Corporation, after reasonable inquiry, believes that directors and officers of the Corporation, other than the Standby Purchasers, intend to exercise Rights to purchase approximately 54,500 Common Shares in connection with the Offering, representing total proceeds to the Corporation of approximately Cdn$5,450. The information as to the intention of the Corporation’s officers and directors, other than the Standby Purchasers, is not within the knowledge of the Corporation and has been furnished by the respective individuals.

Based on publicly available information, the following persons beneficially own, or control or direct, directly or indirectly, more than 10% of the outstanding Common Share as at November 21, 2013:

Name	Number of Common Shares		Percentage of Common Shares Outstanding
Cyrus Capital Partners, L.P., in its capacity as a manager to FBC Holdings S.à r.l.		7,254,505		15.36	%
Seager Rex Harbour		9,406,762		19.91	%

The foregoing does not take into account Common Shares to be issued upon the exercise of Rights, if any, acquired privately by insiders of the Corporation. No assurance can be given by the Corporation that the officers and directors, other than the Standby Purchasers, and significant Shareholders will subscribe for all the Common Shares available under their respective Basic Subscription Privilege.

RISK FACTORS

An investment in the Common Shares is subject to a number of risks. A prospective purchaser of such securities should carefully consider the information and risks faced by the Corporation described in this prospectus and in the documents incorporated by reference including, without limitation, the risk factors set out under the heading “Risks Factors” in the AIF.

Implementation of Consensual Restructuring, including the Cyrus Term Sheet

On September 30, 2013, in order to preserve cash while the negotiation of the Consensual Restructuring continued, the Corporation elected to defer the payment of the interest due to FBC pursuant to the Credit Facility. At this time, while Cyrus is a signatory to the Consensual Restructuring, the Corporation has not received waivers for the defaults under the Credit Facility. As a result, Cyrus is able to enforce its security under the Credit Facility at any time.

The implementation of the Consensual Restructuring is subject to the satisfaction of a number of conditions, including the negotiation of final documentation and the receipt of all requisite regulatory approvals. The failure of these conditions to be satisfied will put into jeopardy the ability of the Corporation to implement the Consensual Restructuring. Should the Corporation be unable to meet the conditions to implement the Consensual Restructuring, Aurbec may be petitioned into bankruptcy. In a liquidation scenario under the Bankruptcy and Insolvency Act

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(Canada), a trustee or trustees would be elected or appointed to liquidate Aurbec’s assets. The proceeds of the liquidation would then be distributed to the respective creditors of Aurbec in accordance with the priorities established by the Bankruptcy and Insolvency Act (Canada). Such an outcome would have a material adverse effect on Maudore’s business and financial condition and Maudore may need to seek protection from its creditors or become bankrupt as a consequence. Similarly, the failure of the Corporation to implement the transactions contemplated by the Cyrus Term Sheet, which form part of the Consensual Restructuring, could result in Maudore having insufficient funds to repay its obligations and require Maudore to seek protection from its creditors or become bankrupt as a consequence. The impact on the carrying values of Aurbec’s or Maudore’s assets in these scenarios cannot be determined.

Implementation of the Current and Projected Mining Plans

Following the implementation of the Consensual Restructuring, the Corporation anticipates that its financial condition will be reliant upon its ability to add and exploit new and higher grade resources which are currently under evaluation at the Sleeping Giant property, with a view to replacing the lower quality remnant material currently being mined and thereby transitioning to full scale mining. The risks associated with such proposed transition are described under “Recent Developments”. The uncertainty of the profitability of the Corporation’s future operations raises substantial doubts about the Corporation’s ability to continue as a going concern.

Dilution

If a Shareholder does not exercise all of its Rights pursuant to the Basic Subscription Privilege, the Shareholder’s current percentage ownership in the Corporation will be diluted by the issuance of Common Shares upon the exercise of Rights by other Shareholders, as well as the purchase of Standby Shares by the Standby Purchaser.

Trading Market for Rights

Although the Corporation expects that the Rights will be listed on the TSXV, the Corporation cannot provide any assurance that an active or any trading market in the Rights will develop or that Rights can be sold on the TSXV at any time.

The Market Price of Securities of the Corporation May Be Subject to Significant Fluctuations Which May be Based on Factors Unrelated to its Financial Performance or Prospects

The trading price of the securities of the Corporation have been and may continue to be subject to significant fluctuations which may be based on factors unrelated to its financial performance or prospects. These factors include macroeconomic developments in North America and globally, the price of gold, and market perceptions of the attractiveness of particular industries.

Future Sales May Affect the Market Price of the Common Shares

In order to finance future operations, the Corporation may raise funds through the issuance of shares or the issuance of debt instruments or other securities convertible into shares. The Corporation cannot predict the size of future issuances of shares or debt instruments or other securities convertible into shares or the effect, if any, that future issuances and sales of the Corporation’s securities will have on the market price of the Common Shares.

There May Be Adverse U.S. Federal Income Tax Consequences to U.S. Shareholders if the Corporation is or Becomes a “Passive Foreign Investment Company” (“PFIC”) Under the U.S. Internal Revenue Code.

U.S. Holders (as defined under the heading “Certain U.S. Federal Income Tax Considerations”) should be aware that they could be subject to certain adverse U.S. federal income tax consequences in the event that the Corporation is classified as a PFIC for U.S. federal income tax purposes. U.S. Holders should carefully read “Certain U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules” for more information and consult their own tax advisors regarding the likelihood and consequences of the Corporation being treated as a PFIC

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for U.S. federal income tax purposes, including the advisability of any elections that may help mitigate the tax consequences to a U.S. Holder if the Corporation is a PFIC.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”) generally applicable to a holder of Rights acquired pursuant to the Offering and of Common Shares acquired on the exercise of such Rights that, for the purposes of the Tax Act and at all relevant times, holds such Rights and Common Shares as capital property, is not affiliated with the Corporation, and deals with the Corporation at arm’s length (a “Holder”). A Right or Common Share generally will be capital property to a Holder unless it is held in the course of carrying on a business of trading in or dealing in securities, or it has been acquired in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) (“Tax Proposals”) before the date of this Prospectus, and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (“CRA”) made publicly available prior to the date hereof. No assurance can be given that the Tax Proposals will be enacted in the form proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except as mentioned above, does not take into account or anticipate any changes in law or in CRA’s published administrative policies and assessing practices, whether by legislative, governmental or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors about the specific tax consequences to them of acquiring, holding and disposing of Rights or Common Shares.

Residents of Canada

The following portion of the summary is generally applicable to a Holder that, at all relevant times for purposes of the Tax Act, is or is deemed to be resident in Canada (a “Resident Holder”). Certain Resident Holders that might not otherwise be considered to hold their Common Shares as capital property may, in certain circumstances, be entitled to have their Common Shares and all other “Canadian securities” (as defined in the Tax Act) owned in the taxation year of the election and all subsequent taxation years deemed to be capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Rights are not “Canadian securities” for these purposes; accordingly, the characterization of Rights as capital property is unaffected by a Resident Holder’s making an election pursuant to subsection 39(4) of the Tax Act. Resident Holders should consult their own tax advisors concerning this election.

The following portion of the summary does not apply to a Resident Holder: (i) that is a “financial institution” for purposes of section 142.2 of the Tax Act, (ii) that is a “specified financial institution” as defined for purposes of the Tax Act, (iii) that is a corporation that is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Rights or Common Shares, controlled by a non-resident corporation for the purposes of the rules in section 212.3 of the Tax Act, (iv) to which the “functional currency” reporting rules in section 261 of the Tax Act apply, (v) an interest in which is a “tax shelter investment” for purposes of the Tax Act or (vi) which enters into a “derivative forward agreement”, as such term is defined in proposed amendments released by the Minister of Finance on October 18, 2013 (or amendments to such proposals, provisions as enacted into law or successor provisions thereto) (the “Proposed Amendments”) with respect to the Rights or the Common Shares. Such Holders should consult their own tax advisors.

Acquisition of Rights

No amount will be required to be included in computing the income of a Resident Holder as a consequence of being issued Rights under the Offering. Rights received by a Resident Holder pursuant to this Offering will have a

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cost of nil. The adjusted cost base of Rights acquired by a Resident Holder otherwise than pursuant to this Offering will be averaged with the adjusted cost base of all other Rights held by that Resident Holder as capital property immediately prior to such acquisition for the purposes of determining the adjusted cost base to that Resident Holder of each Right so held.

Exercise of Rights

The exercise of a Right will not constitute a disposition of property for purposes of the Tax Act and, accordingly, a Resident Holder will not realize a gain or loss on such exercise. The aggregate cost to a Resident Holder of the Common Shares acquired on the exercise of Rights will be equal to the aggregate amount of the Subscription Price paid on exercise and the Resident Holder’s adjusted cost base of the Rights so exercised, if any, immediately before the exercise. The adjusted cost base to a Resident Holder at any time of Common Shares received on an exercise of Rights will be determined by averaging the adjusted cost base of such Common Shares with the adjusted cost base of any other Common Shares owned by the Resident Holder as capital property at that time.

Disposition of Rights

A Resident Holder that disposes of or is deemed to dispose of a Right (otherwise than by exercise of the Right) generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Right exceed (or are exceeded by) the aggregate of the Resident Holder’s adjusted cost base thereof and any reasonable costs of disposition. The tax treatment of any capital gain (or capital loss) realized on the disposition of a Right (otherwise than by the exercise of the Right) is described below under the heading “Treatment of Capital Gains and Capital Losses”.

Expiry of Rights

The expiry or termination of an unexercised Right will result in a capital loss to a Resident Holder equal to the adjusted cost base, if any, of the Right immediately before its expiry or termination. Any such capital loss will be subject to the treatment described below under the heading “Treatment of Capital Gains and Capital Losses”.

Receipt of Dividends on Common Shares

Dividends received or deemed to be received on Common Shares by a Resident Holder that is an individual (other than certain trusts) will be included in computing the individual’s income and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received by an individual from a taxable Canadian corporation. Taxable dividends received or deemed to be received by such individual which are designated by the Corporation as “eligible dividends” in accordance with the Tax Act will be subject to enhanced gross-up and dividend tax credit rules under the Tax Act. No assurance can be provided that the Corporation will designate dividends as “eligible dividends”.

Taxable dividends received by an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Dividends received or deemed to be received on Common Shares by a Resident Holder that is a corporation will be included in computing the corporation’s income and generally will be deductible in computing the taxable income of the corporation. A Resident Holder that is a “private corporation” or a “subject corporation” for purposes of the Tax Act may be liable to pay a refundable tax of 33 and 1/3% on dividends received or deemed to be received to the extent such dividends are deductible in computing such Resident Holder’s taxable income.

Disposition of Common Shares

On a disposition or a deemed disposition of a Common Share (other than to the Corporation, unless purchased by the Corporation on the open market in the manner in which shares are normally purchased by any member of the public on the open market), a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Common Share exceed (or are exceeded by) the aggregate of the Resident Holder’s adjusted cost base thereof and any reasonable costs of disposition. The tax

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treatment of any such capital gain (or capital loss) is described under the heading “Treatment of Capital Gains and Capital Loses”.

Treatment of Capital Gains and Capital Losses

Generally, one-half of the amount of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year must be included in computing the Resident Holder’s income in that year, and one-half of the amount of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains realized in a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against taxable capital gains realized in such years to the extent and in the circumstances set out in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of a Common Share by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on the Common Share (or on a share for which such Common Share has been substituted) to the extent and in the circumstances set out in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares directly or indirectly through a partnership or a trust. Resident Holders to which these rules may be relevant should consult their own tax advisors.

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable for a refundable tax of 6 2/3% on its “aggregate investment income”, which is defined in the Tax Act to include taxable capital gains.

Capital gains realized by an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Non-Residents of Canada

The following portion of the summary is generally applicable to a Holder that, at all relevant times for purposes of the Tax Act, is neither resident nor deemed to be resident in Canada (including as a consequence of an applicable income tax treaty or convention) and does not use or hold, and is not deemed to use or hold, Rights or Common Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special rules which are not discussed in this summary, may apply to a non-resident insurer carrying on business in Canada and elsewhere. Such holders should consult their own tax advisors.

Acquisition of Rights

The issuance of Rights to a Non-Resident Holder pursuant to the Offering will not be subject to Canadian withholding tax and no other tax will be payable under the Tax Act by a Non-Resident Holder in respect of the receipt of Rights pursuant to the Offering.

Exercise of Rights

The exercise of Rights by a Non-Resident Holder will not constitute a disposition of Rights for purposes of the Tax Act and, consequently, no gain or loss will be realized by the Non-Resident Holder upon the exercise of the Rights.

Expiry of Rights

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of the expiry or termination of an unexercised Right.

Dispositions of the Rights or Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition of Rights or Common Shares (including a disposition made on behalf of Ineligible Holders) unless

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the Rights or Common Shares, as the case may be, disposed of constitute “taxable Canadian property” of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

The Rights will only be “taxable Canadian property” of a Non-Resident Holder if the Common Shares to be issued upon the exercise of the Rights would be “taxable Canadian property” of the Non-Resident Holder.

Generally, a Common Share will not be “taxable Canadian property” of a Non-Resident Holder at a particular time provided the Common Share is listed on a “designated stock exchange” (which currently includes Tiers 1 and 2 of the TSXV) unless, at any time during the 60-month period preceding the particular time, (a) the Common Share derived more than 50% of its fair market value directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties (as such terms are defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property described in (i) to (iii), whether or not the property exists; and (b) the Non-Resident Holder, persons not dealing at arm’s length with such Non-Resident Holder or the Non- Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Corporation. Pursuant to Proposed Amendments, the ownership test will include Common Shares held by a partnership in which the Non-Resident Holder or any non-arm’s length person is a member (either directly or indirectly through one or more partnerships).

Notwithstanding the foregoing, in certain circumstances the Rights and Common Shares would constitute taxable Canadian property by virtue of certain deeming rules in the Tax Act. Non-Resident Holders for which the Rights or Common Shares may constitute “taxable Canadian property” should consult their own tax advisors for advice having regard to their particular circumstances.

Receipt of Dividends on Common Shares

Dividends on Common Shares paid or credited, or deemed to be paid or credited, to a Non-Resident Holder will be subject to a non-resident withholding tax under the Tax Act at a rate of 25%, subject to reduction under the provisions of an applicable income tax treaty or convention.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax consequences generally applicable to U.S. Holders (as defined below) of the receipt, exercise, expiration and disposition of Rights received pursuant to the Offering and the ownership and disposition of Common Shares acquired on the exercise of such Rights. This summary addresses only holders who hold the Rights and Shares as “capital assets” (generally, assets held for investment purposes).

The following summary does not purport to address all U.S. federal income tax consequences that may be relevant to a U.S. Holder as a result of the receipt, exercise, expiration and disposition of Rights received pursuant to the Offering or the ownership and disposition of Common Shares acquired on the exercise of such Rights, nor does it take into account the specific circumstances of any particular holder, some of which may be subject to special tax rules (including, but not limited to, tax-exempt organizations (including private foundations), banks or other financial institutions, insurance companies, broker-dealers, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, regulated investment companies, real estate investment trusts, U.S. expatriates, holders subject to the alternative minimum tax, partnerships and other pass-through entities and investors in such entities, persons that own or are treated as owning (or owned or are treated as having owned) 5% or more of the Corporation’s voting stock, controlled foreign corporations, passive foreign investment companies, persons that hold a Right or Common Share as part of a straddle, hedge, conversion or constructive sale transaction or other integrated transaction, and U.S. Holders whose functional currency is not the U.S. dollar).

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative pronouncements and rulings of the United States Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date hereof, and all of which are subject to change (possibly with retroactive effect) and to differing interpretations. Except as specifically set forth below, this summary does not

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discuss applicable income tax reporting requirements. This summary does not describe any state, local or non-U.S. tax law considerations, or any aspect of U.S. federal tax law other than income taxation (e.g., estate or gift tax or the Medicare contribution tax). U.S. Holders should consult their own tax advisors regarding such matters.

No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the receipt, exercise, expiration and disposition of Rights received pursuant to the Offering or the ownership and disposition of Common Shares acquired on the exercise of such Rights. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

As used in this summary, a “U.S. Holder” is a beneficial owner of Rights or Common Shares, as applicable, that is (i) a citizen or individual resident of the United States as determined for U.S. federal income tax purposes, (ii) a corporation (or an entity taxable as a corporation) created or organized under the law of the United States, any state thereof or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income tax without regard to its source, or (iv) a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has an election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The tax treatment of a partner in a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) may depend on both the partnership’s and the partner’s status and the activities of the partnership. Partnerships (or other entities or arrangements classified as a partnership for U.S. federal income tax purposes) that are beneficial owners of Rights or Common Shares, and their partners and other owners, should consult their own tax advisors regarding the tax consequences of the receipt, exercise, expiration and disposition of Rights received pursuant to the Offering and to the ownership and disposition of Common Shares acquired on the exercise of such Rights.

This summary is of a general nature only. It is not intended to constitute, and should not be construed to constitute, legal or tax advice to any particular holder. U.S. Holders should consult their own tax advisors as to the tax considerations applicable to them in their particular circumstances.

Taxation of Rights

Receipt, Exercise, and Expiration of Rights

A U.S. Holder should not recognize any gain or loss for U.S. federal income tax purposes as a result of the receipt, exercise, or expiration of Rights.

If the fair market value of Rights when received by a U.S. Holder is less than 15% of the fair market value of the Common Shares with respect to which such Rights are received, the Rights will have no basis unless the U.S. Holder affirmatively elects to allocate its adjusted tax basis in its Common Shares between its Common Shares and the Rights received in proportion to their relative fair market values (as determined on the date the Rights are received). A U.S. Holder must make this election in its timely filed U.S. federal income tax return for the taxable year in which the Rights are received and once made, the election is irrevocable. If, at the time of receipt, the fair market value of the Rights is 15% or more of the fair market value of the Common Shares with respect to which the Rights are received, a U.S. Holder’s adjusted tax basis in its Common Shares must be allocated between its Common Shares and the Rights received in proportion to their relative fair market values (as determined on the date Rights are received). Any tax basis allocated to Rights under these rules will be allocated back to the Common Shares if the Rights expire unexercised.

A U.S. Holder generally will not realize gain or loss on the exercise of a Right. A U.S. Holder’s tax basis in a Common Share acquired upon the exercise of a Right will be equal to its adjusted tax basis in the Right plus the U.S. dollar value exercise price determined at the spot rate on the date of exercise. The holding period of a Common Share acquired upon the exercise of a Right will begin with and include the date of exercise. If a U.S. Holder

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receives the Rights pursuant to the Offering and such Rights expire, the U.S. Holder generally will not recognize gain or loss. In addition, the tax bases of the associated Common Shares will be the same as they were prior to the distribution of the Rights.

Sale, Exchange, or Other Disposition of Rights

Subject to the PFIC rules discussed below, a U.S. Holder will recognize capital gain or loss on the sale or other taxable disposition of Rights in an amount equal to the difference between the U.S. Holder’s tax basis in the Rights, if any, and the U.S. dollar value of the amount realized from the sale or other disposition. Any such gain will generally be U.S. source gain for U.S. foreign tax credit purposes. A U.S. Holder’s holding period in the Rights will include its holding period in the Common Shares with respect to which the Rights were distributed. If the U.S. Holder’s holding period for the Rights exceeds one year, any gain or loss will be long-term capital gain or loss. The deductibility of capital losses may be subject to limitations.

The amount realized on a sale or other disposition of a Right for an amount in a currency other than the U.S. dollar (a ‘‘foreign currency’’) will be the U.S. dollar value of this amount on the date of sale or disposition (or in the case of cash basis and electing accrual basis taxpayers, the settlement date, provided that the Rights are traded on an established securities market). On the settlement date, the U.S. Holder will recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference, if any, between the U.S. dollar value of the amount received based on the exchange rate in effect on the date of sale or other disposition and the settlement date. However, in the case of Rights traded on an established securities market that are sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), the amount realized will be based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognized at that time. If an accrual basis U.S. Holder makes the election described above, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS.

If any Canadian taxes are imposed upon a gain from the sale or other disposition of a Right by a U.S. Holder, foreign tax credits may not be available with respect to such Canadian taxes. U.S. Holders should consult their own tax advisors regarding the potential imposition of any Canadian taxes on any gain and the related U.S. federal income tax consequences.

Taxation of Common Shares

Distributions on Common Shares

In general, subject to the PFIC rules discussed below, the gross amount of any distribution made to a U.S. Holder on Common Shares (including amounts withheld to pay Canadian withholding taxes) will constitute a dividend for U.S federal income tax purposes to the extent paid out of the Corporation’s current or accumulated earnings and profits, as determined for United States federal income tax purposes. To the extent the amount of such distribution exceeds the Corporation’s current and accumulated earnings and profits, it will be treated first as a non-taxable return of capital to the extent of such U.S. Holder’s tax basis in such Common Shares and thereafter will be treated as gain from the sale or exchange of such Common Shares. The Corporation does not intend to calculate its earnings and profits under U.S. federal income tax rules. Accordingly, U.S. Holders should expect that a distribution generally will be treated as a dividend for United States federal income tax purposes. Each U.S. Holder should consult its own tax advisor regarding the tax treatment of any distribution.

The amount of any dividend paid to a U.S. Holder in Canadian dollars (including amounts withheld to pay Canadian withholding taxes) will be includible in income in a U.S. dollar value amount by reference to the exchange rate between the U.S. dollar and the Canadian dollar in effect on the date of receipt of such dividend by the U.S. Holder (or the plan agent on behalf of the U.S. Holder), regardless of whether the Canadian dollars so received are in fact converted into U.S. dollars. If the Canadian dollars so received are converted into U.S dollars on the date of receipt, such U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. If the Canadian dollars so received are not converted into U.S. dollars on the date of receipt, such U.S. Holder generally will have a tax basis in such Canadian dollars equal to the U.S. dollar value of such Canadian dollars on the date of receipt. Such tax basis will be used to measure gain or loss from a subsequent conversion or other disposition of the Canadian dollars. Any gain or loss on a subsequent conversion or other taxable disposition of

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such Canadian dollars generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

Subject to the PFIC rules discussed below, distributions on Common Shares to certain non-corporate U.S. Holder that are treated as dividends may be taxed at preferential rates. Such dividends will not be eligible for the “dividends received” deduction ordinarily allowed to corporate shareholders with respect to dividends received from U.S. corporations.

Distributions on Common Shares that are treated as dividends generally will constitute income from sources outside the United States and generally will be categorized for U.S. foreign tax credit purposes as “passive category income” a U.S. Holder may be eligible to elect to claim a U.S. foreign tax credit against its U.S. federal income tax liability, subject to applicable limitations and holding period requirements, for Canadian tax withheld, if any, from distributions received in respect of the Common Shares. A U.S. Holder that does not elect to claim a U.S. foreign tax credit may instead claim a deduction for Canadian tax withheld, but only for a taxable year in which the U.S. Holder elects to do so with respect to all non-U.S. income taxes paid or accrued in such taxable year. The rules relating to U.S. foreign tax credits are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale, Exchange or other Taxable Disposition of Common Shares

A U.S. Holder generally will recognize gain or loss for U.S. federal income tax purposes upon the sale, exchange or other taxable disposition of the Common Shares equal to the difference, if any, between the amount realized on the sale, exchange or other taxable disposition and such U.S. Holder’s adjusted tax basis in its Common Shares. Subject to the PFIC rules discussed below, such gain or loss will be capital gain or loss and will be long-term capital gain (currently taxable at a reduced rate for non-corporate U.S. Holders) or loss if, on the date of the sale, exchange or other taxable disposition, the Common Shares have been held by such U.S. Holder for more than one year. The deductibility of capital losses is subject to limitations. Such gain or loss generally will be sourced within the United States for U.S. foreign tax credit purposes.

Passive Foreign Investment Company Rules

Certain adverse U.S. federal income tax rules could apply to U.S. Holders owning stock of a PFIC. Under proposed U.S. Treasury Regulations, if a U.S. Holder has an option, warrant, or other right to acquire stock of a PFIC (such as the Rights), such option, warrant or right is considered to be PFIC stock subject to the rules discussed below. In addition, under the proposed U.S. Treasury Regulations, the holding period for a Common Share acquired on the exercise of a Right will begin on the date a U.S. Holder acquires the Rights. This could impact the availability of any otherwise available election with respect to a Common Share acquired on the exercise of a Right. Thus, a U.S. Holder will have to account for Rights and Common Shares under the PFIC rules and any applicable election differently. Each U.S. Holder should consult its own tax advisor regarding the application of such rules.

If finalized in their current form, these proposed U.S. Treasury regulations would be effective for transactions occurring on or after April 1, 1992. Because the proposed U.S. Treasury regulations have not yet been adopted in final form, they are not currently effective, and there is no assurance that they will be adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final U.S. Treasury regulations, taxpayers may apply reasonable interpretations of the Code provisions applicable to PFICs and that it considers the rules set forth in the proposed U.S. Treasury regulations to be reasonable interpretations of those Code provisions. The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of U.S. Treasury regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders should consult their own tax advisors about the potential applicability of the proposed U.S. Treasury regulations.

A non-U.S. corporation will be considered a PFIC for any taxable year in which (1) 75% or more of its gross income is “passive income” under the PFIC rules or (2) 50% or more of the average quarterly value of its assets produce (or are held for the production of) “passive income.” For this purpose, “passive income” generally includes interest, dividends, rents, royalties and certain gains from the sale of stock and securities and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded

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from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in the ordinary course of a trade or business. Interest, dividends, rents and royalties received from a related person (within the meaning of the PFIC rules) are excluded from passive income to the extent such payments are properly allocable to the active income of such related person. Moreover, for purposes of determining if the non-U.S. corporation is a PFIC, if the non-U.S. corporation owns, directly or indirectly, at least 25%, by value, of the shares of another corporation, it will be treated as if it holds directly its proportionate share of the assets and receives directly its proportionate share of the income of such other corporation. If a corporation is treated as a PFIC with respect to a U.S. Holder for any taxable year, the corporation will continue to be treated as a PFIC with respect to that U.S. Holder in all succeeding taxable years, regardless of whether the corporation continues to meet the PFIC requirements in such years, unless certain elections are made.

The determination as to whether a non-U.S. corporation is a PFIC is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and the determination will depend on the composition of the income, expenses and assets of the non-U.S. corporation from time to time and the nature of the corporation’s activities. Based on current business plans and financial expectations, the Corporation expects to be classified as a PFIC for the 2013 taxable year and may be a PFIC in future tax years. However, the Corporation’s actual PFIC status for the current or any future taxable year is uncertain and cannot be determined until after the end of such taxable year.

If the Corporation is classified as a PFIC, a U.S. Holder that does not make the election described below would be required to report any gain on the disposition of any Common Shares and, under the proposed U.S. Treasury Regulations, any Rights, as ordinary income, rather than as capital gain, and to compute the tax liability on such gain and any “Excess Distribution” (as defined below) received in respect of the Common Shares as if such items had been earned ratably over each day in the U.S. Holder’s holding period (or a portion thereof) for the Common Shares or Rights, as applicable. The amounts allocated to the taxable year during which the gain is realized or distribution is made, and to any taxable years in such U.S. Holder’s holding period that are before the first taxable year in which the Corporation is treated as a PFIC with respect to the U.S. Holder, would be included in the U.S. Holder’s gross income as ordinary income for the taxable year of the gain or distribution. The amount allocated to each other taxable year would be taxed as ordinary income in the taxable year during which the gain is realized or distribution is made at the highest tax rate in effect for the U.S. Holder in that other taxable year and would be subject to an interest charge as if the income tax liabilities had been due with respect to each such prior year. For purposes of these rules, gifts, exchanges pursuant to corporate reorganizations, and use of the Common Shares or Rights as security for a loan may be treated as a taxable disposition of the Common Shares or Rights, as the case may be. An “Excess Distribution” is the amount by which distributions during a taxable year in respect of a Common Share exceed 125% of the average amount of distributions in respect thereof during the three preceding taxable years (or, if shorter, the U.S. Holder’s holding period for the Common Shares).

Certain additional adverse tax rules will apply to a U.S. Holder for any taxable year in which the Corporation is treated as a PFIC with respect to such U.S. Holder and any subsidiary of the Corporation is also treated as a PFIC (a “Subsidiary PFIC”). In such a case, the U.S. Holder will generally be deemed to own its proportionate interest (by value) in any Subsidiary PFIC and be subject to the PFIC rules described above with respect to the Subsidiary PFIC regardless of such U.S. Holder’s percentage ownership in the Corporation.

The Corporation does not intend to provide information to enable U.S. Holders to make a “qualified electing fund” election, which otherwise could allow a U.S. Holder to avoid the PFIC rules described above. However, if the Corporation is classified as a PFIC, a U.S. Holder could also avoid certain of the rules described above if the U.S. Holder made a timely and effective election to mark the Common Shares to market (a “Mark-to-Market Election”), provided the Common Shares are treated as regularly traded on a qualified exchange or other market within the meaning of the applicable U.S. Treasury regulations. However, a U.S. Holder will not be permitted to make a Mark-to-Market Election with respect to a Subsidiary PFIC.

U.S. Holders should consult their own tax advisors regarding the tax consequences that would arise if the Corporation is treated as a PFIC for any year, any applicable information reporting requirements and the availability of any elections that may help mitigate the tax consequences to a U.S. Holder if the Corporation is a PFIC.

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Foreign Asset Reporting

Certain U.S. Holders are required to report information relating to an interest in the Rights and Common Shares, subject to exceptions (including an exception for Rights and Common Shares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with its tax return for each year in which it held an interest in the Rights and Common Shares. U.S. Holders should consult their own tax advisors regarding information reporting requirements relating to their ownership of Rights and Common Shares.

ELIGIBILITY FOR INVESTMENT

Based on the provisions of the Tax Act in force on the date hereof and the Proposed Amendments, Common Shares issuable on the exercise of Rights, if issued on the date hereof, would be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (an “RRSP”), registered retirement income fund (an “RRIF”), registered education savings plan, registered disability savings plan, deferred profit sharing plan and tax-free savings account (a “TFSA”) (collectively, “Exempt Plans”) provided that the Common Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes Tiers 1 and 2 of the TSXV). The Rights, if issued on the date hereof, would be qualified investments under the Tax Act for an Exempt Plan provided that, at that time, either (a) the Rights are listed on a “designated stock exchange” or (b) both (i) the Common Shares are listed on a “designated stock exchange” and (ii) the Corporation is not a “connected person” under the Exempt Plan. For this purpose, a “connected person” under an Exempt Plan is defined as a person who is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, the Exempt Plan as well as any other person who does not deal at arm’s length with that person.

Notwithstanding the foregoing, if the Rights and Common Shares held by a TFSA, RRSP or RRIF are a “prohibited investment” under the Tax Act, the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, will be subject to a penalty tax as set out in the Tax Act. The Rights and Commons Shares will be a “prohibited investment” if the holder of the TFSA or the annuitant of a RRSP or RRIF, as the case may be: (i) does not deal at arm’s length with the Corporation for purposes of the Tax Act; (ii) has a “significant interest” (within the meaning of the Tax Act) in the Corporation; or (iii) has a “significant interest”(within the meaning of the Tax Act) in a corporation, partnership or trust with which the Corporation does not deal at arm’s length for purposes of the Tax Act. The Minister of Finance released draft legislation on December 21, 2012 (the “December 2012 Proposals”) that proposes to remove the condition outlined in (iii) above. Pursuant to the December 2012 Proposals, the Rights and Common Shares will not be a “prohibited investment” if they are “excluded property”, as defined in the December 2012 Proposals. Holders of Rights and purchasers of Common Shares who intend to hold these investments in a TFSA, RRSP or RRIF should consult their own tax advisors in this regard.

LEGAL MATTERS

Certain legal matters in connection with the Offering and the Rights to be distributed pursuant to this prospectus will be reviewed on behalf of the Corporation, as to matters of Canadian law, by Blake, Cassels & Graydon LLP, and as to matters of U.S. law, by Skadden, Arps, Slate, Meagher & Flom LLP. As of November 21, 2013, the partners and associates of Blake, Cassels & Graydon LLP, as a group, beneficially owned, directly or indirectly, less than 1% of the outstanding Common Shares.

INTERESTS OF EXPERTS

Raymond Chabot Grant Thornton LLP has advised the Corporation that it is independent in accordance with the Rules of Professional Conduct of the Institute of Professional Chartered Accountants of Quebec.

Each of Rémi Verschelden, Geo., B.Sc. and Vincent Jourdain, Eng., PhD. of the consulting firm InnovExplo Inc., is a “qualified person” as defined in NI 43-101 and each was responsible for preparing his respective part the Sleeping Giant Report (as defined in the AIF incorporated by reference herein).

Each of Christian D’Amours, PGeo. of the consulting firm Géopointcom GPC, and Tyson C. Birkett, PhD. and Valère Larouche, Eng., employees of Aurbec at the time the Vezza Report (as defined in the AIF incorporated

38

by reference herein) was prepared, is a “qualified person” as defined in NI 43-101, and each was responsible for preparing his respective part the Vezza Report.

To the best knowledge of the Corporation, none of the qualified persons referenced above has any interest in any securities of the Corporation or its associates or affiliates, nor do they expect to receive or acquire any such interests, and, as at the date hereof, the aforementioned persons beneficially own, directly or indirectly, in the aggregate, less than one percent of the securities of the Corporation.

AUDITORS, TRANSFER AGENT AND REGISTRAR AND SUBSCRIPTION AGENT

Raymond Chabot Grant Thornton LLP is the Corporation’s auditor.

KPMG LLP was the auditor of Aurbec with respect to Aurbec’s audited balance sheet as at December 31, 2012 and statement of operations and comprehensive loss, statement of changes in shareholders’ equity and statement of cash flows for the year ended December 31, 2012, included in the BAR.

CST Trust Company is the Corporation’s registrar and transfer agent at its principal offices in Toronto and is acting as the Subscription Agent for the Offering at its principal offices in Toronto.

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. Purchasers should refer to applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been filed with the SEC as part of the Registration Statement of which this prospectus forms a part: (a) the Standby Purchase Agreement; (b) the AIF; (c) the Audited Annual Financial Statements; (d) the Annual MD&A; (e) the Unaudited Interim Financial Statements; (f) the Interim MD&A; (g) the Circular; (h) the NAP MCR; (i) the Private Placement MCR; (j) the Noront MCR; (k) the BAR; (l) the Consensual Restructuring MCR; (m) the Revised Restructuring Terms MCR; (n) the consent of Raymond Chabot Grant Thornton LLP; (o) the consent of KPMG LLP; (p) the consent of Rémi Verschelden; (q) the consent of Vincent Jourdain; (r) the consent of Christian D’Amours; (s) the consent of Tyson C. Birkett; (t) the consent of Valère Larouche; and (u) powers of attorney.

39

CERTIFICATE OF THE CORPORATION

November 22, 2013

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada.

(Signed) “Gregory Struble” President and Chief Executive Officer	(Signed) “Claudine Bellehumeur” Chief Financial Officer
On behalf of the Board of Directors of the Corporation
(Signed) “Kevin Tomlinson” Director	(Signed) “George Fowlie” Director

C-1

PART II

INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

EXHIBITS

Exhibit Number	Description
1.1	Standby Purchase Agreement dated November 8, 2013 by and among the Registrant and the Standby Purchasers named therein.
2.1	The Registrant’s annual information form for the year ended December 31, 2012, dated October 21, 2013.
2.2	The Registrant’s audited financial statements as at December 31, 2012 and 2011 and statements of financial position, statements of comprehensive loss, statements of change in equity and statements of cash flows for the years ended December 31, 2012 and 2011, together with the notes thereto and the independent auditor’s report thereon.
2.3	The Registrant’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2012.
2.4	The Registrant’s unaudited condensed consolidated interim financial statements for the three- and six-month periods ended June 30, 2013, together with the notes thereto.
2.5	The Registrant’s management’s discussion and analysis of financial condition and results of operations for the three- and six-month periods ended June 30, 2013.
2.6	The Registrant’s management proxy circular dated as of May 27, 2013 relating to the annual meeting of shareholders of the Registrant held on June 26, 2013.
2.7	The Registrant’s material change report dated March 28, 2013 relating to the completion of the Registrant’s acquisition of NAP Quebec Mines Ltd.
2.8	The Registrant’s material change report dated April 22, 2013 relating to the completion of the Registrant’s private placement of 17,039,835 Private Placement Units.
2.9	The Registrant’s material change report dated April 29, 2013 relating to the termination of a purchase and sale agreement made between the Registrant and Noront Resources Ltd. to acquire Noront’s interest in the Windfall Lake Project.
2.10	The Registrant’s business acquisition report dated June 5, 2013 relating to the Registrant’s acquisition of NAP Quebec Mines Ltd.
2.11	The Registrant’s material change report dated October 25, 2013 relating to the entering into of agreements for the consensual restructuring of debts owed to Cyrus Capital Partners, in its capacity as a manager to FBC Holdings S.à.r.l. as well as to certain significant unsecured creditors.
2.12	The Registrant’s material change report dated November 14, 2013 relating to certain minor modifications to the terms of the consensual restructuring of debts owed to Cyrus Capital Partners, in its capacity as a manager to FBC Holdings S.à.r.l., and the future resignation of Kevin Tomlinson as a director of the Registrant.
3.1	Consent of Raymond Chabot Grant Thornton LLP.
3.2	Consent of KPMG LLP.
3.3	Consent of Rémi Verschelden.
3.4	Consent of Vincent Jourdain.
3.5	Consent of Christian D’Amours.
3.6	Consent of Tyson C. Birkett.
3.7	Consent of Valère Larouche.
4.1	Powers of Attorney (included at Part III of this Registration Statement).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-7 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Québec, Canada on November 22, 2013.

MAUDORE MINERALS LTD.
By:	/s/ Greg Struble
	Greg Struble
	President and Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Greg Struble and Claudine Bellehumeur, and each of them, either of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned, in any and all such capacities, any and all amendments (including post-effective amendments) to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act of 1933, and all instruments necessary or in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, and hereby grants to each such attorney-in-fact and agent, each acting alone, full power and authority to do and perform in the name and on behalf of the undersigned each and every act and thing whatsoever necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by or on behalf of the following persons in the capacities indicated, on November 22, 2013.

Signature	Title
/s/ Greg Struble	Greg Struble President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Claudine Bellehumeur	Claudine Bellehumeur Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Kevin Tomlinson	Kevin Tomlinson Director and Chairman
/s/ George Fowlie	George Fowlie Director and Deputy Chairman
/s/ Dr. Daniel Harbour	Dr. Daniel Harbour Director
/s/ Keith Harris	Keith Harris Director
/s/ Robert Pevenstein	Robert L. Pevenstein Director
/s/ Raynald Vezina	Raynald Vezina Director

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of the Registrant and has duly signed this Registration Statement in the City of Montreal, Québec, Canada on November 22, 2013.

Greg Struble
(Authorized Representative)
By:	/s/ Greg Struble
Name:	Greg Struble
Title:	President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
1.1	Standby Purchase Agreement dated November 8, 2013 by and among the Registrant and the Standby Purchasers named therein.
2.1	The Registrant’s annual information form for the year ended December 31, 2012, dated October 21, 2013.
2.2	The Registrant’s audited financial statements as at December 31, 2012 and 2011 and statements of financial position, statements of comprehensive loss, statements of change in equity and statements of cash flows for the years ended December 31, 2012 and 2011, together with the notes thereto and the independent auditor’s report thereon.
2.3	The Registrant’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2012.
2.4	The Registrant’s unaudited condensed consolidated interim financial statements for the three- and six-month periods ended June 30, 2013, together with the notes thereto.
2.5	The Registrant’s management’s discussion and analysis of financial condition and results of operations for the three- and six-month periods ended June 30, 2013.
2.6	The Registrant’s management proxy circular dated as of May 27, 2013 relating to the annual meeting of shareholders of the Registrant held on June 26, 2013.
2.7	The Registrant’s material change report dated March 28, 2013 relating to the completion of the Registrant’s acquisition of NAP Quebec Mines Ltd.
2.8	The Registrant’s material change report dated April 22, 2013 relating to the completion of the Registrant’s private placement of 17,039,835 Private Placement Units.
2.9	The Registrant’s material change report dated April 29, 2013 relating to the termination of a purchase and sale agreement made between the Registrant and Noront Resources Ltd. to acquire Noront’s interest in the Windfall Lake Project.
2.10	The Registrant’s business acquisition report dated June 5, 2013 relating to the Registrant’s acquisition of NAP Quebec Mines Ltd.
2.11	The Registrant’s material change report dated October 25, 2013 relating to the entering into of agreements for the consensual restructuring of debts owed to Cyrus Capital Partners, in its capacity as a manager to FBC Holdings S.à.r.l. as well as to certain significant unsecured creditors.
2.12	The Registrant’s material change report dated November 14, 2013 relating to certain minor modifications to the terms of the consensual restructuring of debts owed to Cyrus Capital Partners, in its capacity as a manager to FBC Holdings S.à.r.l., and the future resignation of Kevin Tomlinson as a director of the Registrant.
3.1	Consent of Raymond Chabot Grant Thornton LLP.
3.2	Consent of KPMG LLP.
3.3	Consent of Rémi Verschelden.
3.4	Consent of Vincent Jourdain.
3.5	Consent of Christian D’Amours.
3.6	Consent of Tyson C. Birkett.
3.7	Consent of Valère Larouche.
4.1	Powers of Attorney (included at Part III of this Registration Statement).

EX-1.1

Exhibit 1.1

EXECUTION COPY

STANDBY PURCHASE AGREEMENT

THIS AGREEMENT (the “Agreement”) has been entered into as of             , 2013, by and among Maudore Minerals Ltd. (“Maudore”); Gregory Struble, a businessman resident in Michigan, United States; George Fowlie, a businessman resident in Toronto, Canada; and Kevin Tomlinson, a businessman resident in Surrey, United Kingdom (Messrs. Struble, Fowlie and Tomlinson being referred to herein collectively as the “Standby Purchasers”).

WHEREAS Maudore proposes to effect an offering of Rights to the holders of record of its Common Shares pursuant to a short form prospectus;

WHEREAS each of the Standby Purchasers has agreed to: (i) fully exercise any Basic Subscription Right available to such Standby Purchaser; and (ii) purchase Common Shares offered under the Rights Offering that are not otherwise purchased thereunder, each up to the aggregate amount set out opposite his name in Schedule B hereto, on the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed as set forth below.

ARTICLE 1

INTERPRETATION

1.1 Definitions. In this Agreement and in the recitals hereto, unless something in the subject matter is inconsistent therewith, capitalised terms shall have the meanings set forth in Schedule A.

1.2 Headings, etc. The division of this Agreement into articles, sections, paragraphs and clauses and the provision of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this agreement”, “hereof’, “hereunder” and similar expressions refer to this Agreement as a whole and not to any particular article, section, paragraph, clause or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to articles, sections, paragraphs or clauses are to articles, sections, paragraphs or clauses of this Agreement.

1.3 Plurality and Gender. Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders.

1.4 Currency. Unless otherwise specifically stated, all references to dollars and cents in this Agreement are to the lawful currency of Canada.

1.5 Governing Law. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereby unconditionally and irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising out of this Agreement.

1.6 Severability. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The parties hereto agree to negotiate in good faith a substitute provision which shall be as close as possible to the intention of any invalid or unenforceable provision as may be valid or enforceable. The invalidity or unenforceability of any provision in any particular jurisdiction shall not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.

1.7 Statutes. Any reference to a statute, act or law shall include and shall be deemed to be a reference to such statute, act or law and to the regulations, instruments and policies made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute, act or law that may be passed which has the effect of supplementing or superseding such statute, act or law so referred to.

1.8 Obligations of Standby Purchasers. It is expressly agreed that the obligations of the Standby Purchasers hereunder are several, and not joint or solidary (joint and several). No Standby Purchaser shall be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunder.

ARTICLE 2

RIGHTS OFFERING AND STANDBY COMMITMENT

2.1 Conduct of Rights Offering. Subject to and in accordance with the terms hereof, Maudore agrees to offer, in accordance with Securities Laws and pursuant to the Prospectus and Form F-7, the Rights and the Common Shares issuable upon the exercise of the Rights to Persons that are (i) the holders of record of Common Shares on the Record Date in the Qualifying Jurisdictions, and (ii) the holders of record of Common Shares on the Record Date in other eligible jurisdictions, provided that the offering to and subscription by such holders is lawful (including under any available exemptions) and in compliance with all securities and other laws applicable in the jurisdiction where such holders are resident.

2.2 Commitment of Standby Purchasers. Subject to the terms hereof, each of the Standby Purchasers undertakes and agrees, on a several and not joint basis, to subscribe for Standby Purchaser Rights Offering Shares and Standby Shares having an aggregate Subscription Price equal to his Subscription Commitment, as follows:

(a) Exercise of Basic Subscription Right: each Standby Purchaser shall exercise, or shall direct his Affiliates to exercise, his or its Basic Subscription Right, in full, and subscribe for all of the Standby Purchaser Rights Offering Shares to which he or it is entitled to subscribe under his or its Basic Subscription Right, not less than ten (10) Business Days prior to the Expiry Date; and

(b) Standby Commitment: on the Closing Date, each Standby Purchaser shall purchase from Maudore and Maudore shall sell to each Standby Purchaser, a number of Standby Shares having an aggregate Subscription Price equal to his Standby Commitment; provided, however that the Standby Commitment of each Standby Purchaser and the standby commitments of the other Standby Purchasers

- 2 -

shall be subject to proportionate reduction, if required. The number of Standby Shares to be purchased by each of the Standby Purchasers shall be determined by Maudore in accordance with the provisions hereof. Such determination by Maudore shall be final and binding on the parties hereto and Maudore shall advise each Standby Purchaser thereof, in writing, on the Business Day immediately preceding the Closing Date.

For greater certainty, no Standby Purchaser shall be required to subscribe for Standby Purchaser Rights Offering Shares and Standby Shares in excess of his Subscription Commitment.

2.3 Timing of Rights Offering. Subject to and in accordance with the terms hereof, Maudore agrees that it will file with the Canadian Securities Commissions (i) the Preliminary Prospectus (in English and French) on or about November 12, 2013; and (ii) the Final Prospectus (in English and French) on or before the day which is three Business Days following the date on which all necessary approvals and consents are received from the Canadian Securities Commissions and the TSXV which are necessary or advisable, in Maudore’s opinion, acting reasonably, to proceed with the filing of the Final Prospectus and completion of the Rights Offering. Maudore will use commercially reasonable efforts to obtain a receipt (or analogous decision document) as soon as possible following the filing of each of the Preliminary Prospectus and Final Prospectus (and any Prospectus Amendment) with the Canadian Securities Commissions and take all other steps and proceedings that may be necessary in order to qualify the distribution of the Securities in each of the Canadian Qualifying Jurisdictions in which the Final Prospectus has been filed.

2.4 Payment for Standby Purchaser Shares. Subject to and in accordance with the terms hereof, on the Closing Date, each Standby Purchaser shall pay in immediately available funds by wire transfer to an account designated by Maudore, or by certified cheque payable to Maudore, the aggregate Subscription Price that is payable for the Standby Purchaser Shares to be purchased by Maudore hereunder and Maudore shall issue the Standby Purchaser Shares to the Standby Purchasers.

ARTICLE 3

COVENANTS OF MAUDORE RELATING TO THE RIGHTS OFFERING

3.1 Subject to and in accordance with the terms hereof, Maudore undertakes and agrees with and in favour of the Standby Purchasers that:

(a) U.S. Offers and Sales. Maudore shall prepare and file with the SEC a registration statement on Form F-7 covering the registration under the 1933 Act of the Common Shares issuable upon the exercise of the Rights (excluding, for greater certainty, privately placed Standby Purchaser Rights Offering Shares and Standby Purchaser Shares pursuant to this Agreement).

(b) Supplementary Material. If required by Securities Laws, Maudore shall prepare any amendments to the Prospectus or any documentation supplemental thereto or any amending or supplemental documentation or any similar document required to be filed by Maudore under the Securities Laws. Maudore shall also promptly, and in any event within any applicable time limitation, comply with all applicable filing and other requirements under the Securities Laws as a result of any Material Adverse Change.

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(c) Consents and Approvals. Maudore will use its commercially reasonable efforts to obtain all necessary consents, approvals or exemptions for the creation, offering and issuance of the Securities in all Qualifying Jurisdictions as contemplated herein and in the Prospectus and the entering into and performance by Maudore of this Agreement (including, for greater certainty, the issuance of the Rights and the Common Shares issuable upon the exercise of such Rights, as well as the issuance to the Standby Purchasers of the Standby Purchaser Shares).

(d) Cease Trade Order or Other Investigation. From the date hereof through the earlier of (i) the Closing Date and (ii) the termination of this Agreement, Maudore will immediately notify the Standby Purchasers in writing of any written demand, request or inquiry (formal or informal) by any Securities Commission, the TSXV or other Governmental Entity that concerns any matter relating to the affairs of Maudore that may affect the Rights Offering, the transactions contemplated herein, or any other matter contemplated by this Agreement, or that relates to the issuance, or threatened issuance, by any such authority of any cease trading or similar order or ruling relating to any securities of Maudore. Any notice delivered to the Standby Purchasers as aforesaid shall contain reasonable details of the demand, request, inquiry, order or ruling in question.

(e) TSXV Listing. Maudore shall take all action as may be required and appropriate so that the Rights, the Common Shares issuable upon exercise of the Rights and the Standby Purchaser Shares have been conditionally approved for listing on the TSXV, subject to receipt of customary final documentation.

(f) Securities Laws. Maudore shall take all action as may be necessary and appropriate so that the Rights Offering and the transactions contemplated in this Agreement will be effected in accordance with Securities Laws.

(g) Obtaining of Report. Maudore will cause CST Trust Company to deliver to the Standby Purchasers, as soon as is practicable following the Expiry Time, details concerning the total number of Rights duly subscribed and paid for by holders of Rights under the Rights Offering, including those Rights subscribed and paid for pursuant to the Additional Subscription Privilege.

(h) Mailing of Materials. Maudore will use reasonable efforts to effect and complete the mailing of commercial copies of the Final Prospectus to each of the registered holders of the Common Shares in the Qualifying Jurisdictions, in each case, as soon as possible following the Record Date, and to the beneficial holders of Common Shares in Canada in the manner contemplated by National Instrument 54-101 as soon as possible following the Record Date.

(i) Use of Proceeds. The net proceeds (net of all legal and accounting fees and expenses related to the Rights Offering) received by Maudore in connection with the Rights Offering and the sale and issuance by Maudore of the Standby Purchaser Shares to the Standby Purchasers will be used by Maudore as described under the heading “Use of Proceeds” in the Prospectus and for no other purpose.

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(j) Continuing Information Delivery Obligation. For so long as any of the Standby Purchasers hold any Common Shares that are not freely tradeable under Rule 144(k) under the 1933 Act, Maudore will (regardless of whether Maudore is (i) subject to section 13 or 15(d) of the 1934 Act, or (ii) exempt from reporting pursuant to Rule 12g3-2(b) under the 1934 Act) furnish to the Standby Purchasers and to prospective investors designated by the Standby Purchasers upon their written request, the information required to be delivered pursuant to Rule 144A(d)(4) under the 1933 Act to facilitate the re-sale of such securities pursuant to Rule 144A under the 1933 Act. In addition, for so long as any of the Standby Purchasers hold any Common Shares, in order to provide the Standby Purchasers the benefits of Rule 144 under the 1933 Act, Maudore will make and keep public information available, as defined in Rule 144, all to the extent required from time to time to enable such Standby Purchasers to sell Common Shares without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144. Upon the written request of any Standby Purchaser, Maudore will deliver to such holder a written statement as to whether Maudore has complied with such information and requirements.

ARTICLE 4

CHANGES

4.1 Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Maudore shall promptly notify the Standby Purchasers in writing of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Maudore.

4.2 Change in Closing Date. If a material change occurs after the date of filing of the Final Prospectus with the Canadian Securities Commissions and prior to the Closing Date, then, subject to Article 7, the Closing Date shall be, unless Maudore and the Standby Purchasers otherwise agree in writing, the earlier of the previously scheduled Closing Date and the sixth Business Day following the date on which all applicable filings or other requirements of the Securities Laws with respect to such material change have been complied with in all Qualifying Jurisdictions and any appropriate MRRS decision documents have been obtained for such filings, and notice of such filings from Maudore or Maudore’s counsel have been received by the Standby Purchasers; provided, however, that in no event shall the Closing Date be later than December 31, 2013.

ARTICLE 5

REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 Representations and Warranties of Maudore. Maudore represents and warrants to the Standby Purchasers the representations and warranties set forth in Schedule C.

5.2 Representations, Warranties and Covenants of the Standby Purchasers. Each of the Standby Purchasers represents, warrants and covenants, on a several and not a joint or solidary (joint and several) basis, to Maudore the representations, warranties and covenants set forth in Schedule D.

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5.3 Survival. All representations and warranties of Maudore or each Standby Purchaser contained herein (including the Schedules) or contained in any document delivered pursuant to this Agreement or in connection with the Rights Offering herein contemplated, shall survive the completion of the purchase of the Standby Purchaser Rights Offering Shares and the Standby Purchaser Shares by the Standby Purchasers and shall continue in full force and effect for a period of three years notwithstanding any investigation, inquiry or other steps which may be taken by or on behalf of the Standby Purchasers or Maudore.

ARTICLE 6

CLOSING AND CONDITIONS

6.1 The closing of the purchase by the Standby Purchasers and sale by Maudore of the Standby Purchaser Shares to be purchased by the Standby Purchasers hereunder shall be completed at the offices of Blake, Cassels & Graydon LLP, 600 de Maisonneuve Boulevard West, Suite 2200, Montreal, QC H3A 3J2, Canada at 8:30 a.m. (Montreal time) on the Closing Date or at such other time and/or on such other date and/or at such other place as Maudore and the Standby Purchasers may agree upon in writing. On such date, and upon payment being made by the Standby Purchasers in accordance with Section 2.4, definitive certificates representing the number of Common Shares that is equal to the number of Standby Purchaser Shares to be purchased by each of the Standby Purchasers hereunder shall be delivered to each of the Standby Purchasers by Maudore and such certificates shall be registered in the name of each of the Standby Purchasers or one or more designees of each of the Standby Purchasers, as applicable.

6.2 The obligation of the Standby Purchasers to complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full:

(a) there shall not be any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of Maudore, pending, commenced or threatened in respect of the Rights Offering by any Person that have a reasonable likelihood of success in the judgment of the Standby Purchaser and that are material to Maudore;

(b) Maudore shall have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Purchaser Shares by the Standby Purchasers as contemplated by this Agreement;

(c) the TSXV shall have approved the listing of the Rights, the Standby Shares and the Common Shares issuable upon the exercise of the Rights, subject to the filing of customary documents with the TSXV;

(d) since the respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendment, there shall not have been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Maudore other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be;

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(e) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of Maudore shall have been issued by any Securities Commission that is continuing in effect and no proceedings for that purpose shall have been instituted or be pending or, to the knowledge of Maudore, been contemplated or threatened under any of the Securities Laws or by any Securities Commission;

(f) Maudore shall have duly complied in all material respects with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Closing Date; and

(g) the representations and warranties of Maudore contained in this Agreement shall be true and correct in all material respects as of the Closing Date, except to the extent that any failure to be true and correct in all material respects does not result in a Material Adverse Change.

6.3 Maudore agrees that the conditions contained in Section 6.2 will be complied with so far as the same relates to acts to be performed or to be caused to be performed by Maudore and that Maudore will use its commercially reasonable efforts to cause such conditions to be complied with.

6.4 Provided that Maudore has used its commercially reasonable efforts to comply with (or cause to be complied with) such conditions, the obligation of Maudore to complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full:

(a) Maudore shall have obtained all necessary approvals, orders, rulings and consents of all relevant securities regulatory authorities and other governmental and regulatory bodies required in connection with the Rights Offering and the purchase of Standby Purchaser Shares by the Standby Purchasers as contemplated by this Agreement;

(b) the TSXV shall have approved the listing of the Rights, the Standby Shares and the Common Shares issuable upon the exercise of the Rights, subject to the filing of customary documents with the TSXV;

(c) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of Maudore shall have been issued by any Securities Commission that is continuing in effect and no proceedings for that purpose shall have been instituted or be pending or, to the knowledge of Maudore, been contemplated or threatened under any of the Securities Laws or by any Securities Commission;

(d) the Standby Purchasers shall have duly complied in all material respects with the terms, conditions and covenants of this Agreement on their part to be complied with up until the Closing Date; and

(e) the representations and warranties of the Standby Purchasers contained in this Agreement shall be true and correct in all material respects as of the Closing Date, except to the extent that any failure to be true and correct in all material respects does not result in a Material Adverse Change.

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ARTICLE 7

TERMINATION

7.1 Termination by Maudore. Maudore shall be entitled, at any time and in its sole discretion, to elect to terminate this Agreement by giving written notice of such election to the Standby Purchasers, if:

(a) the conditions to closing in favour of Maudore referred to in Section 6.4 (other than the representations and warranties set out in Section 6.4(d) and 6.4(e)) have not been satisfied on or before January 31, 2014;

(b) the Final Prospectus has not been filed in each of the Canadian Qualifying Jurisdictions on or before December 16, 2013; or

(c) the Rights Offering is otherwise terminated or cancelled or the closing as contemplated in Article 6 has not occurred on or before January 31, 2014,

provided, however, that Maudore shall be entitled to make such election to terminate only if Maudore has used commercially reasonable efforts to comply with its obligations under this Agreement which directly or indirectly relate to the relevant termination right which are required to have been performed prior to the time of giving such notice to the Standby Purchasers.

7.2 Termination by the Standby Purchasers. Each of the Standby Purchasers shall be entitled, severally and not jointly or solidary (jointly and severally) to elect to terminate this Agreement by giving written notice of such election to Maudore if:

(a) the conditions to closing in favour of the Standby Purchasers referred to in Section 6.2 (other than the representations and warranties set out in Sections 6.2(f) and 6.2(g)) have not been satisfied on or before January 31, 2014;

(b) the Final Prospectus has not been filed in each of the Canadian Qualifying Jurisdictions on or before December 16, 2013; or

(c) the Rights Offering is otherwise terminated or cancelled or the closing as contemplated in Article 6 has not occurred on or before January 31, 2014.

7.3 Notwithstanding any other provision hereof, should Maudore or the Standby Purchasers validly terminate this Agreement pursuant to, and in accordance with, this Article 7, the obligations of both Maudore and the Standby Purchasers under this Agreement shall terminate and there shall be no further liability on the part of the Standby Purchasers to Maudore or on the part of Maudore to the Standby Purchasers hereunder.

ARTICLE 8

NOTICE

8.1 Notice. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be personally delivered or sent by facsimile transmission as set forth below, or to such other address, facsimile number or Person as may be designated by notice.

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(a) In the case of Maudore:

Maudore Minerals Ltd.

2000 rue Peel

Suite 620

Montreal, Quebec

H3A 2W5

Canada

Attention:         Chairman

Fax:                   514 439-0590

With a copy to:

Blake, Cassels & Graydon LLP

23 College Hill, 5th Floor

London EC4R 2RP

England

Attention:   David Glennie

Fax:             +44 20 7429 3560

(b) In the case of Mr. Gregory Struble:

47490 Edinborough Lane

Novi, Michigan

48374

United States of America

Email: greg.struble@maudore.com

(c) In the case of Mr. George Fowlie:

GRF Capital Advisors Inc.

123 Front Street West, Suite 905

Toronto, Ontario

M5J 2M2

Canada

Email: gfowlie@grfcapital.com

(d) In the case of Mr. Kevin Tomlinson:

1 Montague Road,

Richmond Surrey, England

TW106QW

United Kingdom

Fax No.:            +44 (0) 77 4937 1043

8.2 Receipt of Notice. Notice shall be deemed to be given on the day of actual delivery or the day of facsimile transmission or other means of electronic transmission, as the case may be, or if not a Business Day, on the next Business Day.

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ARTICLE 9

MISCELLANEOUS

9.1 Expenses. Maudore will be responsible for all expenses related to the Rights Offering, whether or not Maudore is completed, including, without limitation, all fees and disbursements of its legal counsel, all fees and disbursements of its accountants and auditors, all expenses related to roadshows and marketing activities and any marketing documents or materials (including, without limitation, slide presentations and videos, if any), printing costs, translation fees and filing fees. All fees and disbursements of legal counsel to the Standby Purchasers and out-of-pocket expenses incurred by the Standby Purchasers shall be borne by the Standby Purchasers.

9.2 Further Assurances. The parties hereto agree to do all such things and take all such actions as may be necessary or desirable to give full force and effect to the matters contemplated by this Agreement.

9.3 Assignment. This Agreement may not be assigned by any party hereto, by operation of law or otherwise, without the prior written consent of the other parties hereto.

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

9.5 Waiver. Failure by any party hereto to insist in any one or more instances upon the strict performance of any one of the covenants or rights contained herein shall not be construed as a waiver or relinquishment of such covenant. No waiver by any party hereto of any such covenant or right shall be deemed to have been made unless expressed in writing and signed by the waiving party.

9.6 Amendments. No term or provision hereof may be amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of the amendment, discharge or termination is sought.

9.7 Counterparts and Facsimile. This Agreement may be signed in one or more counterparts, each of which once signed shall be deemed to be an original. All such counterparts together shall constitute one and the same instrument. Notwithstanding the date of execution of any counterpart, each counterpart shall be deemed to bear the effective date first written above. This Agreement, any and all agreements and instruments executed and delivered in accordance herewith, along with any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other means of electronic transmission, shall be treated in all manner and respects and for all purposes as an original signature, agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person

9.8 Time. Time shall be of the essence of this Agreement.

9.9 Entire Agreement. This Agreement and any other agreements and other documents referred to herein and delivered in connection herewith, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to the subject matter hereof.

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9.10 Language. The parties hereby confirm their express wish that this document and all documents and agreements directly or indirectly related thereto be drawn up in English. Les parties aux présentes reconnaissent qu’à leur demande le présent document ainsi que tous les documents et conventions qui s’y rattachent directement ou indirectement sont rédigés en langue anglaise.

[The rest of this page has been intentionally left blank]

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IN WITNESS WHEREOF the parties have executed and delivered this Agreement as of the date first written above.

MAUDORE MINERALS LTD.
By:
Name:
Title:
By:
	Gregory Struble
By:
	George Fowlie
By:
	Kevin Tomlinson

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SCHEDULE A

Definitions

“1933 Act” means the United States Securities Act of 1933, as amended, including the rules and regulations adopted by the SEC thereunder;

“1934 Act” means the United States Securities Exchange Act of 1934, as amended, including the rules and regulations adopted by the SEC thereunder;

“Additional Subscription Privilege” means the entitlement of a holder of Rights, who has exercised in full the Basic Subscription Privilege attaching to its Rights, to subscribe pursuant to the Rights Offering for additional Common Shares (if such are available), as such entitlement shall be further detailed in the Prospectus;

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to control a Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” shall have a similar meaning;

“Basic Subscription Privilege” means the entitlement of a holder of Rights to subscribe pursuant to the Rights Offering for one Common Share at a price equal to the Subscription Price for each of Right held, as such entitlement shall be further detailed in the Prospectus;

“Business Day” means any day, other than a Saturday or a Sunday, upon which banks are open for business in Montreal, Canada and Toronto, Canada;

“Canadian Securities Commissions” means, collectively, the securities commission or similar securities regulatory authorities of each Canadian Qualifying Jurisdiction;

“Closing Date” means two Business Days following the Expiry Date, or such other date as may be agreed by Maudore and the Standby Purchasers, which in no event shall be later than January 31, 2014;

“Common Shares” means the common shares in the share capital of Maudore;

“Expiry Date” means the date on which the Rights shall expire and become null and void as set out in the Final Prospectus, such date being expected to be on or about the twenty-first day following the date on which the Final Prospectus is mailed to Persons who are holders of Common Shares as of the Record Date;

“Expiry Time” means 5:00 p.m. (Montreal time) on the Expiry Date;

“Final Prospectus” means the final short form prospectus to be filed by Maudore with the Securities Commissions in each of the Canadian Qualifying Jurisdictions in connection with the offer and sale of the Securities, as amended by any Prospectus Amendment to the Final Prospectus;

“Form F-7” means the registration statement on Form F-7 to be filed by Maudore with the SEC in connection with the Rights Offering, as amended by any amendment thereto;

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“Governmental Entity” means any (i) multinational, federal, provincial, territorial, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above;

“Laws” means any and all applicable laws including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, instruments, policies, guidelines, and general principles of common law and equity, binding on or affecting the Person referred to in the context in which the word is used;

“Material Adverse Change” means any change, effect, event, occurrence or state of facts that, individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, operations or financial condition, assets or liabilities (contingent or otherwise) of Maudore, other than any change, effect, event, occurrence, circumstance or state of facts relating to (i) general political, economic or financial conditions, (ii) any change in applicable Laws or in the interpretation thereof by any Governmental Entity; (iii) any natural disaster; (iv) the closing of the Rights Offering; or (v) changes affecting the mining industry generally or the price of gold, except such change, effect, event, occurrence or state of facts to the extent that any such change, effect, event, occurrence, circumstance or state of facts has a material and disproportionate effect on Maudore, its business, operations or financial condition, assets, or liabilities (contingent or otherwise) compared to similar mining and/or exploration and/or development companies;

“Misrepresentation” means (a) a “misrepresentation” as defined in Section 1(1) of the Securities Act or (b) as to any document, any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

“MRRS” means the Mutual Reliance Review System;

“Person” means an individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, association, trust, estate, custodian, trustee, executor, administrator, nominee or other entity or organisation, including a Governmental Entity or political subdivision or an agency or instrumentality thereof;

“Preliminary Prospectus” means the preliminary short form prospectus expected to be filed on or about November 12, 2013 with the Securities Commissions in each of the Canadian Qualifying Jurisdictions in connection with the offer and sale of the Securities;

“Prospectus” means, collectively, the Preliminary Prospectus, the Final Prospectus, and any Prospectus Amendment;

“Prospectus Amendment” means any amendment to the Preliminary Prospectus or the Final Prospectus;

“Public Documents” means the following documents of Maudore: (i) the annual information form dated October 21, 2013 for the year ended December 31, 2012; (ii) the audited financial statements as at December 31, 2012 and 2011 and statements of financial position, statements of comprehensive loss, statements of change in equity and statements of cash flows for the years ended December 31, 2012 and 2011, together with the notes thereto and the independent

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auditor’s report thereon; (iii) the management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2012; (iv) the unaudited condensed consolidated interim financial statements for the three- and six-month periods ended June 30, 2013, together with the notes thereto; (v) the management’s discussion and analysis of financial condition and results of operations for the three- and six-month periods ended June 30, 2013; and (vi) any other document which is incorporated by reference in the Prospectus;

“Qualifying Jurisdictions” means each of the provinces of Canada (the “Canadian Qualifying Jurisdictions”), the United States and such other jurisdictions as Maudore may determine;

“Record Date” means the record date for the purpose of the Rights Offering that will be established by Maudore in the Final Prospectus;

“Rights” means the transferable rights to subscribe for Common Shares offered by Maudore pursuant to the Rights Offering pursuant to the Basic Subscription Privilege and the Additional Subscription Privilege at the Subscription Price;

“Rights Offering” means the offering by Maudore of Rights to the holders of Common Shares on the Record Date to purchase Common Shares at the Subscription Price undertaken in accordance with Article 2;

“SEC” means the United States Securities and Exchange Commission;

“Securities” means, collectively, the Rights, the Common Shares issuable upon exercise of the Rights, and the Standby Shares;

“Securities Act” means the Securities Act (Ontario), as amended;

“Securities Commissions” means, collectively, the securities commissions or similar securities regulatory authorities of the Qualifying Jurisdictions;

“Securities Laws” means all applicable securities Laws (including, for the avoidance of doubt, state “blue sky” laws) of each of the Qualifying Jurisdictions and the applicable rules of the TSXV;

“SEDAR” means the System for Electronic Document Analysis and Retrieval (SEDAR) as further described within National Instrument 13-101 of the Canadian Securities Administrators;

“Standby Commitment” means the obligation of each Standby Purchaser to purchase a number of Standby Shares having an aggregate Subscription Price equal to the difference, if any, between: (A) the amount of such Standby Purchaser’s Subscription Commitment, and (b) the aggregate Subscription Price of all Standby Purchaser Rights Offering Shares acquired by such Standby Purchaser, whether pursuant to the Basic Subscription Right or the Additional Subscription Privilege;

“Standby Purchaser Rights Offering Shares” means the Common Shares issuable to each Standby Purchaser pursuant to the exercise of the Rights held by such Standby Purchaser or its Affiliates;

“Standby Purchaser Shares” means, in respect of each Standby Purchaser, those Standby Shares required to be purchased by such Standby Purchaser pursuant to section 2.2(b);

“Standby Purchasers” has the meaning given on the cover page of this Agreement;

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“Standby Shares” means Common Shares that are not otherwise subscribed for and taken up under the Rights Offering by holders of Rights;

“Subscription Commitment” of a Standby Purchaser means the amount set out opposite the name of such Standby Purchaser in Schedule B hereto;

“Subscription Price” means the exercise price per Common Share applicable under the Rights Offering, which price per Common Share shall be $0.10 or such other price per Common Share as is agreed to in writing prior to the filing of the Final Prospectus;

“TSXV” means the TSX Venture Exchange; and

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

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SCHEDULE B

Subscription Commitments of the Standby Purchasers

Standby Purchaser	Amount of Subscription Commitment
Gregory Struble	$	50,000
George Fowlie	$	50,000
Kevin Tomlinson	$	200,000

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SCHEDULE C

REPRESENTATIONS, WARRANTIES AND COVENANTS OF MAUDORE

(a) Maudore has been duly incorporated and organised and is validly existing and in good standing under the Laws of Ontario and has all requisite corporate power to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the material conduct of its business or its ownership or leasing of material property requires such qualification.

(b) The authorised capital of Maudore consists of an unlimited number of Common Shares, of which there were, as of the date of this Agreement, 47,241,522 Common Shares issued and outstanding. Except as described in the Public Documents, no Person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from Maudore, of any Common Shares or other securities of Maudore.

(c) When issued and delivered to the respective purchaser and, where applicable, paid for by the respective purchaser in accordance with the terms and conditions of the Rights Offering and/or the terms and conditions of this Agreement, the Securities will be validly issued, fully paid and non-assessable and will be free and clear of all liens, pledges, claims, encumbrances, security interests and other restrictions, except for any restrictions on resale or transfer imposed by applicable Laws. The issuance of the Securities will not be subject to any pre-emptive or similar rights (it being acknowledged by the Standby Purchasers that the number of Standby Shares that they may be entitled to receive pursuant to this Agreement will depend on the number of Common Shares issued to those Persons who have exercised Rights prior to the Expiry Time).

(d) The execution, delivery and performance by Maudore of this Agreement:

(i) has been duly authorised by all necessary corporate action on its part;

(ii) does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) violate its articles of incorporation or by-laws or result in a breach of or a violation of, or constitute a default under, or conflict with, any provision of any material indenture, mortgage, agreement, contract or other material instrument to which Maudore is a party or by which Maudore or any of its properties or assets is bound; and

(iii) will not result in the violation of any applicable Law,

excluding such breaches, violations or conflicts that would not, individually or in the aggregate, result in a Material Adverse Change or have a material adverse effect on the Rights Offering or on the other transactions contemplated hereunder.

(e) This Agreement has been duly executed and delivered by Maudore and constitutes a legal, valid and binding obligation of Maudore, enforceable against it in accordance with its terms, subject only to (i) any limitation under applicable Laws relating to bankruptcy, insolvency, arrangements or other laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

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(f) No consent, approval, order or authorisation of, or declaration with any Governmental Entity or any third party is required by or with respect to Maudore or any of its Affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions by Maudore contemplated hereby, other than the consents, approvals, or authorisations that may be required by the Securities Laws of any Qualifying Jurisdiction and the consent of FBC Holdings S.à.r.l.

(g) At the time of its filing and as at the Closing Date, the Prospectus will comply, in all material respects, with the requirements of any applicable Securities Laws in the Canadian Qualifying Jurisdictions (and the Form F-7 will become and remain effective and no notice of objection of the SEC to the use of the Form F-7 or any amendment thereto will have been received); and at the time of its filing and as at the Closing Date, the information and statements contained therein are true and correct in all material respects, contain no misrepresentation and constitute full, true and plain disclosure of all material facts (as such term is construed under the Securities Act) and do not omit any material facts relating to Maudore and as concerns the Rights Offering and the transactions contemplated herein and did not or will not contain any Misrepresentation; provided that the foregoing shall not apply to any information or statements contained in the Prospectus relating to the Standby Purchasers which the Standby Purchasers have approved in writing for inclusion in such Prospectus.

(h) At the Closing Date and subject to the completion of the filings and other matters contemplated herein, the distribution of the Securities by Maudore will comply with applicable Securities Laws.

(i) Maudore is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940, as amended.

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SCHEDULE D

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

STANDBY PURCHASERS

(a) The execution, delivery and performance by the Standby Purchaser of this Agreement:

(i) does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a violation of, or conflict with, any of the terms or provisions of which he is a party or pursuant to which any of his assets or property may be affected;

(ii) does not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a breach of or a violation of, or constitute a default under, or conflict with, any provision of any indenture, mortgage, agreement, contract or other instrument to which the Standby Purchaser is a party or by which the Standby Purchaser is bound; and

(iii) will not result in the violation of any applicable Law.

(b) This Agreement has been duly executed and delivered by the Standby Purchaser and constitutes a legal, valid and binding obligation of the Standby Purchaser, enforceable against him in accordance with its terms, subject only to (i) any limitation under applicable Laws relating to bankruptcy, insolvency, arrangement or other laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(c) No consent, approval, order or authorisation of, or declaration with, any Governmental Entity is required by or with respect to the Standby Purchaser or any of his Affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions by the Standby Purchaser contemplated hereby, other than consents, approvals, or authorisations that may be required by the Securities Laws of any Qualifying Jurisdictions.

(d) The Standby Purchaser has, and on the Closing Date will have (regardless of the number of Rights that are exercised by the holders of Rights prior to the Expiry Time), the financial ability and sufficient funds to make and complete the payment for all of the Standby Purchaser Shares and Standby Purchaser Rights Offering Shares that he has committed to purchase pursuant to the Subscription Commitment and the availability of such funds is not and will not be subject to the consent, approval or authorisation of any other Person(s). Each Standby Purchaser acknowledges and covenants that he shall, in connection with Section 6.1 of National Instrument 45-101 – Rights Offerings, deliver to Maudore satisfactory evidence of the foregoing for delivery to the Canadian Securities Commissions at or prior to the time of filing of the Prospectus with the Canadian Securities Commissions.

(e) The Standby Purchaser, together with his Affiliates, directly or indirectly, is the beneficial owner of, or exercises direction or control over, (i) nil Common Shares (in the case of Mr. Struble), (ii) 110,000 Common Shares (in the case of Mr. Fowlie), (iii) 1,140,448 Common Shares (in the case of Mr. Tomlinson), and does not have any other exposure to or interests in any other Common Shares or securities of Maudore.

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(f) Each of the Standby Purchasers is currently an officer or a director of Maudore and is fully familiar with Maudore and has had access to such information concerning Maudore as he has considered necessary to enter into this Agreement and to undertake his obligations hereunder.

(g) The Standby Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Standby Purchaser Rights Offering Shares and the Standby Shares that the Standby Purchaser is obliged to purchase pursuant to Section 2.2 (subject to the provisions hereof) and is able to bear the economic risks of such investment.

(h) If required under applicable Laws or Securities Laws or under the rules and policies of the TSXV, the Standby Purchaser will execute, deliver and file and otherwise assist Maudore in filing all required reports and all other required documents with respect to the issue of the Rights, Standby Purchaser Rights Offering Shares and Standby Purchaser Shares, provided that Maudore acknowledges and agrees that it has not engaged any of the Standby Purchasers to act as underwriters (as defined under applicable Securities Laws) and the Standby Purchasers will not be required to sign a certificate in the Prospectus in that capacity or any other capacity.

(i) The Standby Purchaser is acquiring the Standby Purchaser Rights Offering Shares and the Standby Purchaser Shares as principal and for investment and not with a view to, and has not offered or sold any Standby Purchaser Rights Offering Shares or Standby Purchaser Shares in connection with, the sale or distribution thereof.

(j) The Standby Purchaser shall, for so long as he holds any Standby Purchaser Rights Offering Shares or Standby Purchaser Shares, offer or sell such securities only (a) pursuant to an exemption from, or in a manner not requiring registration or delivery of a prospectus under, the registration and prospectus delivery requirements of the 1933 Act, including without limitation Section 5 thereof and (b) in a manner not requiring any filing with, or authorisation, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency pursuant to U.S. state securities or blue sky laws.

(k) Either:

(i) the Standby Purchaser is not a person in the United States and is acquiring or will acquire any Standby Purchaser Rights Offering Shares and any Standby Purchaser Shares in accordance with Rule 903 of Regulation S under the 1933 Act, or

(ii) the Standby Purchaser:

(A) understands that any Standby Purchaser Rights Offering Shares acquired by him and any Standby Purchaser Shares acquired by him (collectively, the “Acquired Shares”) have not been and will not be registered under the 1933 Act and that the sale to him contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” specified in Rule 501(a) of Regulation D under the 1933 Act (“Accredited Investors”);

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(B) has received a copy, for his information only, of the Prospectus and has had access to such additional information, if any, concerning Maudore as he has considered necessary in connection with his investment decision to invest in the Acquired Shares;

(C) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Acquired Shares and is able to bear the economic risks of such investment;

(D) is an Accredited Investor;

(E) acknowledges that he has not purchased the Acquired Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(F) agrees that he will not offer, sell or otherwise transfer any of such Acquired Shares, directly or indirectly, unless:

(i) the sale is to Maudore; or

(ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; or

(iii) the sale is made pursuant to an exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available; or

(iv) the sale is made in a transaction that does not require registration under the 1933 Act or any applicable United States state laws and regulations governing the offer and sale of securities, and he has furnished to Maudore an opinion of counsel of recognised standing or other documentation reasonably satisfactory to Maudore;

(G) understands and acknowledges that upon the original issuance of the Acquired Shares, and until such time as is no longer required under applicable requirements of the 1933 Act or applicable state laws, all certificates representing the Acquired Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear, on the face of such certificates, the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER

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HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH CERTAIN OTHER PROCEDURES SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM CST TRUST COMPANY. UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO CST TRUST COMPANY AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT;

provided, that if the Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and applicable Canadian laws and regulations, the legend may be removed by providing a declaration to CST Trust Company, as registrar and transfer agent for the Common Shares, to the following effect (or as Maudore may prescribe from time to time):

“The undersigned (A) acknowledges that the sale of the Common Shares to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) it is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of Maudore, (2) the offer of such Common Shares was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange or the TSX Venture Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3)

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neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such Common Shares, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities of Maudore Minerals Ltd.; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S;”

provided, further, that, if any such Common Shares are being sold pursuant to Rule 144 of the 1933 Act, the legend may be removed by delivery to CST Trust Company of an opinion of counsel, of recognised standing reasonably satisfactory to Maudore, to the effect that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws or other documentation reasonably satisfactory to CST Trust Company and Maudore.

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EX-2.1

Exhibit 2.1

MAUDORE MINERALS LTD.

ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2012

Dated as of October 21, 2013

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TABLE OF CONTENT

PRELIMINARY INFORMATION	1
Cautionary Statement Regarding Forward-Looking Information	1
Glossary and Defined Terms	2
Currency and Exchange Rates	6
Imperial to Metric Conversion Table	6
Financial Statements	6
CORPORATE STRUCTURE	6
Name, Address and Incorporation	6
GENERAL DEVELOPMENT OF THE BUSINESS	7
Three-Year History and Developments since January 1, 2013	7
DESCRIPTION OF THE BUSINESS	11
General	11
Production	11
Gold Marketing	11
Employees	12
Competitive Conditions	12
Cycles	12
Social and Environmental Policies	12
Environment	13
MINING PROPERTIES	14
Sleeping Giant Property	14
Advanced Properties	26
Vezza Property	26
Comtois Property	36
Discovery Property	37
Flordin Property	38
Other Exploration Properties	38
RISK FACTORS	39
DIVIDEND POLICY	47
DESCRIPTION OF CAPITAL STRUCTURE	47
MARKET FOR SECURITIES	47
DIRECTORS AND EXECUTIVE OFFICERS	48

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CORPORATE GOVERNANCE	51
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	54
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	54
TRANSFER AGENT AND REGISTRAR	54
MATERIAL CONTRACTS	54
INTERESTS OF EXPERTS	55
ADDITIONAL INFORMATION	55
SCHEDULE A	56

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PRELIMINARY INFORMATION

All information contained in this annual information form (the “AIF”) is as at October 21, 2013, unless otherwise stated.

Cautionary Statement Regarding Forward-Looking Information

This AIF for Maudore Minerals Ltd. (“Maudore” or the “Company”) contains statements of forward-looking information. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, Mineral Resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, including the Company’s plans and expectations relating to Sleeping Giant Property (as defined below), completion of transactions, market prices for precious and base metals, or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning Mineral Resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the Mineralization that will be encountered if the property is developed.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect:

• our ability to achieve production at any of the Company’s mineral exploration and development properties;

• estimated capital costs, operating costs, production and economic returns;

• estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying the Company’s resource estimates;

• our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;

• assumptions that all necessary permits and governmental approvals will be obtained;

• assumptions made in the interpretation of drill results, the geology, grade and continuity of the Company’s Mineral deposits;

• our expectations regarding demand for equipment, skilled labour and services needed for exploration and development of mineral properties; and

• our activities will not be adversely disrupted or impeded by development, operating or regulatory risks.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:

• commodity price fluctuations;

• currency fluctuations;

• uncertainty related of estimated mineral reserves or Mineral Resources;

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• risks related to the Company’s ability to finance the development of its mineral properties through external financing, strategic alliances, the sale of property interests or otherwise;

• risks related to the consensual restructuring agreement and the indebtedness level of Maudore;

• risks related to market events and general economic conditions;

• uncertainty related to the Company’s ability to meet production levels and observe operating costs estimates relating to the Sleeping Giant property;

• mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in development, construction or production;

• risks related to governmental regulation and permits, including environmental regulation;

• uncertainty related to title to the Company’s mineral properties;

• uncertainty related to the Company’s history of losses;

• uncertainty as to the outcome of potential litigation;

• increased competition in the mining industry;

• uncertainty as to the Company’s ability to acquire additional commercially mineable mineral rights;

• operational and environmental risks and hazards associated with mining and processing;

• risks related to conflicts of interests of some of the directors of the Company;

• risks related to the Company’s majority Shareholders;

• risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases; and

• risks related to the third parties on which the Company depends for its exploration and development activities.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this AIF under the heading “Risk Factors” and elsewhere.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

Glossary and Defined Terms

The following is a glossary of certain mining terms used in this AIF.

“Ag” means silver.

“Alteration” means any change in the mineral composition of a rock brought about by physical or chemical means.

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“Au” means gold.

“Aurbec” means Aurbec Mines Inc., (formerly “NAP Quebec Mines Ltd.”)

“Bulk Sample” means a collection of representative mineralized material whose location, geologic character and metal assay content can be determined, and then used for metallurgical or geotechnical testing purposes.

“Common Shares” means the common shares of the Company.

“Company” means Maudore Minerals Ltd.

“Composite” means combining more than one sample result to give an average result over a larger distance.

“Concentrate” means a metal-rich product resulting from a mineral enrichment process such as gravity concentration or flotation, in which most of the desired mineral has been separated from the waste material in the ore.

“Cu” means copper.

“Cut-off grade” means the grade of Mineralization, established by reference to economic factors, above which material is included in Mineral deposit reserve/resource calculations and below which the material is considered waste. Cut-off grade may be either an external cut-off grade which refers to the grade of Mineralization used to control the external or design limits of an open or underground excavation pit based upon the expected economic parameters of the operation, or an internal cut-off grade which refers to the minimum grade required for blocks of Mineralization present within the confines of an open pit or underground excavation to be included in Mineral deposit estimates.

“Cyrus” means Cyrus Capital Partners, L.P.

“Development stage” means the period when a Mineral deposit that has been estimated to be economically viable is prepared for commercial production and includes pre-production stripping or access tunneling in waste material in the mine and the construction of the necessary process plant and supporting facilities.

“Diamond drill” means a machine designed to rotate under pressure an annular diamond-studded cutting tool to produce a more or less continuous solid, cylindrical sample of the material drilled.

“Dilution” means waste, which is unavoidably mined with ore.

“Dip” means the angle that a structural surface, a bedding or fault plan, makes with the horizontal, measured perpendicular to the Strike of the structure.

“Exploration” means the prospecting, mapping, geophysics, compilation, diamond drilling and other work involved in searching for ore bodies.

“Fault” means a fracture or break in rock along which there has been movement.

“FBC” means FBC Holdings S.à r.l.

“Felsic” is an adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.

“g/t Au” means grams of gold per metric tons.

“Grade” means the amount of valuable mineral in each ton of mineralized material, expressed as troy ounces (or grams) per ton or tonne of gold or as a percentage of copper and other base metals.

“Historical estimate” means an estimate of Mineral Resources or mineral reserves prepared prior to February 1, 2001. A historical estimate is non Regulation 43-101 compliant. Under the regulation, the issuer must inform the

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reader of the source, author and date of the historic estimate. As well, the following cautionary language applies to all historical estimates:

• a qualified person has not done sufficient work to classify the historical estimate as current Mineral Resources or reserves;

• the issuer is not treating the historical estimate as current Mineral Resources or mineral reserves; and

• the historical estimate should not be relied upon. The relevance and reliability of the historical estimate, and any more recent estimates will be given.

“Hydrothermal” means the products or the actions of heated waters in a rock mass such as a Mineral deposit precipitating from a hot solution.

“Indicated Resources” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

“Inferred Resources” is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited Sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and Sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

“Intrusion” means molten rock that is intruded (injected) into spaces that are created by a combination of melting and displacement.

“Kriging” is an interpolation method of assigning values from samples to blocks that minimizes the estimation error.

“Measured Resources” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, Sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

“Metallurgical Tests” are scientific examinations of rock/material to determine the optimum extraction of metal contained. Core samples from diamond drill holes are used as representative samples of the Mineralization for this test work.

“Mineral” means a naturally formed chemical element or compound having a definitive chemical composition and usually a characteristic crystal form.

“Mineral deposit, deposit or mineralized material” means a mineralized body, which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures. Such a deposit does not qualify as a commercially minable ore body or as containing ore reserves, until final legal, technical, and economic factors have been resolved.

“Mineral Resource” is a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.

“Mineralization” means rock containing an undetermined amount of minerals or metals.

“NAP” means North American Palladium Ltd.

“NAP Quebec” means NAP Quebec Mines Ltd. (former name of Aurbec).

“Regulation 43-101” means Regulation 43-101 – respecting Standards of Disclosure for Mineral Projects.

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“43-101 Report” means a technical report according to Regulation 43-101.

“Oberon” means Oberon Capital Corporation.

“Open pit mining” means the process of mining an ore body from the surface in progressively deeper steps. Sufficient waste rock adjacent to the ore body is removed to maintain mining access and to maintain the stability of the resulting pit.

“Ore” means a natural aggregate of one or more minerals which, at a specified time and place, may be mined and sold at a profit, or from which some part may be profitably separated.

“Ounce (oz)” means a Troy ounce.

“Outcrop” means the part of a rock formation that appears at the surface of the ground.

“oz/T (opt)” means Troy ounces per short ton.

“ppm’ means parts per million.

“Pre-feasibility Study” is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.

“Qualified Person” means a qualified person under Regulation 43-101 who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and the technical report; and is a member or licensee in good standing of a professional association.

“Quartz” means a crystallized form of silica, stable at an ordinary temperature that is found in nature as crystals prismatic, transparent or opaque, more or less colourless (rock crystal, quartzite, etc.) or as a constituent of igneous rocks (granite, pegmatite, etc.).

“Royalty” means a metal royalty payment, gross or net, based upon contained minerals in concentrate or minerals recovered by a refinery or smelter, as defined by contract.

“Sampling” means taking a sample of rock or material in order to test and assay its mineral composition.

“Sedimentary” pertains to rocks formed by the accumulation of sediments, formed by the erosion of other rocks.

“Shareholders” means the shareholders of the Company.

“Shear zone” means a zone in which shearing has occurred on a large scale so that the rock is crushed and brecciated.

“Stope” or “Stoping” means the individual engineered volume of ore within select sectors of the overall ore body where excavation of the mineralized gold bearing ore has been demonstrated to be economically viable considering the development and extraction costs in conjunction with the metal prices at the time of excavation.

“Strike” means a direction of the line formed by the intersection of strata surfaces with the horizontal plane, which is always perpendicular to the dip direction.

“Strike length” means the longest horizontal dimensions of a body or zone of Mineralization.

“Stripping ratio” means the ratio of waste material to ore that is experienced in mining an ore body.

“Ton” means a short ton.

“Tonne” means a metric tonne.

“Underground mining” means the process of mining an ore body from workings (excavations) that have been developed from a vertical shaft or access portals from the surface to provide access to ore bodies that are sufficiently deeper than surface open pits to be economically mined with open pit mining techniques.

“Vein” means an epigenetic mineral filling of a fault or other fracture in a host rock often composed of quartz and other sulphide or precious metals.

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“Volcanics” means those originally molten rocks, generally fine grained, that have reached or nearly reached the Earth’s surface before solidifying.

“Zn” means zinc.

Currency and Exchange Rates

All dollar amounts in this AIF are expressed in Canadian dollars unless otherwise indicated. The noon rate of exchange as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars on December 31, 2012 was US$1.0051 per C$1.00 and on October 21, 2013 was US$1.0297 per C$0.9712.

Imperial to Metric Conversion Table

The following table sets forth the factors for converting Imperial measurements into metric equivalents:

Imperial	Metric
1 ounce (troy)	31.103 grams (g)
1 ton, (short)	0.907 tonne (t)
1 ounce (troy) per ton (short)	34.286 grams per ton (g/t)
1 foot	0.305 metre (m)
1 inch	25.4 millimetres (mm)
1 mile	1.609 kilometres (km)
1 acre	0.405 hectare (ha)

Financial Statements

This AIF should be read in conjunction with the Company’s audited financial statements and management’s discussion and analysis for the year ended December 31, 2012. These documents are available under the Company’s profile on SEDAR at www.sedar.com as well as on the Company’s website at www.maudore.com.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated by articles of incorporation on September 20, 1996 pursuant to the Business Corporations Act (Ontario) as Maude Lake Exploration Limited/Exploration Maude Lake Limitée. By articles of amendment dated November 1, 2004, the name of the Company was changed to Maudore Minerals Ltd./Minéraux Maudore Ltée and its outstanding Common Shares were consolidated on the basis of one post-consolidation Common Share for six pre-consolidation Common Shares issued and outstanding. As at the date hereof, the Company is in good standing under the laws of the Province of Ontario.

The Company has one wholly-owned subsidiary: Aurbec Mines Inc./Mines Aurbec inc. (“Aurbec”). Aurbec was incorporated under the Canada Business Corporations Act (the “CBCA”) in 2006 as Cadiscor Resources Inc. (“Cadiscor”). In May 2009, North American Palladium Ltd. (“NAP”) acquired all of the issued and outstanding shares of Cadiscor pursuant to a plan of arrangement under the CBCA and Cadiscor became a wholly-owned subsidiary of NAP. In March 2011, Cadiscor changed its name to NAP Quebec Mines Ltd. (“NAP Quebec”). On March 22, 2013, the Company acquired all the issued and outstanding shares of NAP Quebec and on April 15, 2013, NAP Quebec changed its name to Aurbec Mines Inc. As of the date hereto, Aurbec is in good standing under the CBCA.

The Company’s head office is located at 2000, Peel Street, Suite 620, Montreal, Quebec, H3A 2W5. The Company’s registered office is located at Suite 4000, 199 Bay Street, Commerce Court West, Toronto, Ontario M5L 1A9. The Company also has a mailing address at 101A, Avenue Principale, Suite 200, Rouyn-Noranda, Quebec, J9X 4P1. Aurbec’s head office is located at 1495, 4^e Rue, Val-d’Or, Quebec, J9P 6X1.

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The following chart evidences the Company’s direct and indirect ownership interest in each of its properties as at October 21, 2013.

GENERAL DEVELOPMENT OF THE BUSINESS

Three-Year History and Developments since January 1, 2013

Year ended December 31, 2010

In November 2010, the Company announced it had staked an additional 520 mining claims comprising 27,280 hectares located to the west of the Comtois Property (as defined below). These additional claims represented a 48% increase in the Company’s total land portfolio at that time.

In December 2010, the Company issued 626,033 units on a private placement basis at a price of $8.00 per unit for gross proceeds of $5,008,264. Each unit was comprised of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $8.00 per Common Share until June 2012 (which warrants have now expired unexercised). Net proceeds of this offering were used by the Company to incur exploration expenditures, primarily on the Comtois Property. The Company paid a finder’s fee to Oberon Capital Corporation (“Oberon”) of approximately 6% of the gross proceeds raised through this offering.

Year ended December 31, 2011

In February 2011, the Company issued 547,625 units on a private placement basis at a price of $8.00 per unit for gross proceeds of $4,381,000. Each unit was comprised of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $8.00 per Common Share until August 2012 (which warrants have now expired unexercised). Net proceeds of this offering were used by the Company to incur exploration expenditures, primarily on the Comtois Property. The Company paid a finder’s fee to Oberon of approximately 6% of the gross proceeds raised through this offering.

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In March 2011, the Company completed the sale of 258,202 units at a price of $8.00 per unit, issued on a bought-deal basis, for gross proceeds of $2,065,616. Each unit was comprised of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $8.00 per Common Share until September 2012 (which warrants have now expired unexercised). Net proceeds of this offering were used by the Company to incur exploration expenditures, primarily on the Comtois Property. The Company paid to Oberon a commission of 5% of the gross proceeds raised through this offering.

In August 2011, the Company issued 348,837 units at a price of $8.60 per unit for gross proceeds of approximately $3 million. Each unit was comprised of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $8.60 per Common Share until February 2013 (which warrants have now expired unexercised). Net proceeds of this offering were used by the Company to incur exploration expenditures, primarily on the Comtois Property. The Company paid to Oberon a commission of 5% of the gross proceeds raised through this offering.

In December 2011, the Company issued 1,607,143 units on a non-brokered private placement basis at a price of $8.40 per unit for gross proceeds of approximately $13,5 million. Each unit was comprised of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $8.40 per Common Share until June 2013 (which have now expired unexercised). Net proceeds of this private placement were used by the Company to incur exploration expenditures, primarily on the Comtois Property. The Company paid a finder’s fee to Oberon of 5% of the gross proceeds raised through this offering.

Year ended December 31, 2012

On May 25, 2012, the Company announced the adoption of a shareholder rights plan by its board of directors, which replaced the original plan in place since May 2007. This shareholder rights plan was confirmed by Shareholders at the annual and special meeting held on July 19, 2012 (the “Shareholders’ Meeting”).

On June 29, 2012 a group of concerned Shareholders comprising Mr. Rex Harbour, The Harbour Foundation and City Securities Limited (the “Concerned Shareholders”) filed a dissident proxy circular in which the Concerned Shareholders proposed the replacement of the Company’s board of directors by an alternative slate of nominees at the Shareholders’ Meeting.

On July 19, 2012, a new board of directors comprised of five nominees proposed by the Concerned Shareholders and two nominees proposed by the Company’s management was elected. See the section under the heading “Directors and Executive Officers” of this AIF. Kevin Tomlinson was thereafter appointed as Chairman of the board, and Dr. Howard Carr was appointed as Chief Executive Officer.

In August 2012, Kevin Kivi, P.Geo., was appointed Chief Consulting Geologist. Kevin Weston resigned as Chief Operating Officer (“COO”) in late September 2012 and Anne Slivitzky thereafter agreed to act as interim COO.

On December 5, 2012, the Company announced the following transactions:

• the entry into of a purchase and sale agreement with Noront Resources Ltd. (“Noront”) to acquire a 25% interest in the Windfall Lake Project (the “Windfall Lake Purchase and Sale Agreement”) (which agreement was terminated in April 2013);

• the delivery of a formal non-binding proposal to Eagle Hill Exploration Corporation (“Eagle Hill”), owner of a 75% interest in the Windfall Lake Project, for a possible business combination between the Company and Eagle Hill (which was abandoned in April 2013);

• the delivery of a non-binding, indicative term sheet in connection with a $35 million debt financing (which resulted in a senior secured credit facility in the amount of $22 million being granted to the Company by FBC Holdings S.à r.l. (“FBC”) in March 2013 (the “FBC Credit Facility”), as further described in this AIF. See the section under the heading “General Development of the Business – Developments since January 1, 2013” of this AIF; and

• the receipt of several commitment letters for secured term loans of an aggregate principal amount of $3.25 million (the “Term Loans”) to serve as bridge financing until the completion of the FBC Credit Facility.

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On December 10, 2012, the Company appointed Mr. George Fowlie as Deputy Chairman of the board of directors and Director of Corporate Development.

On December 18, 2012 the Company closed the Term Loans for aggregate principal amount of $3.25 million with City Securities Limited, a corporation owned by Mr. Rex Harbour, an insider and shareholder of Maudore with control or direction of more than 10% of the total issued and outstanding Common Shares; and an entity associated to Mr. Kevin Tomlinson, the Chairman of Maudore. The Term Loans bore an interest rate of 12% per annum with a maturity date of March 31, 2014, unless repaid or redeemed earlier in accordance with their terms and conditions. The proceeds of the Term Loans were used by the Company to pay operation losses and portions of the payables accrued under the previous owner and for other general and corporate purposes. The Term Loans were repaid in April 2013 with the accrued interest thereon.

Developments since January 1, 2013

On February 19, 2013, the Company announced the resignation of Dr. Howard Carr as Chief Executive Officer of Maudore. Kevin Tomlinson, the Chairman, took over the interim Chief Executive Officer’s responsibilities and Ingrid Martin was appointed transitional Chief Financial Officer.

On March 23, 2013, the Company announced the purchase of the Sleeping Giant Property from NAP through its acquisition of all of the outstanding shares of Aurbec in accordance with a purchase agreement entered into on March 22, 2013 between Maudore and NAP (the “NAP Acquisition”). As a result of the NAP Acquisition, Maudore acquired all of Aurbec’s Quebec based gold assets, increasing its land position by 50% to 144,000 hectareand adding four advanced gold projects and an operating gold mill to its assets. In consideration for the shares of Aurbec, Maudore paid $18 million to NAP in cash and issued 1,500,000 Common Shares to NAP. The $18 million amount was fully funded by the FBC Credit Facility. The FBC Credit Facility bears interest at a rate of 15% per annum, payable quarterly in arrears, with a maturity date of March 22, 2016. In order to secure repayment of the FBC Credit Facility, Maudore granted FBC a first-ranking charge over all of its present and future personal property and material real property. It undertook to provide a first ranking charge over all of its subsidiaries present and future personal property and material real property once the subsidiary was acquired. Such charge has not yet been provided. In consideration of the FBC Credit Facility, Maudore also issued 1,760,000 Common Shares and 880,000 common share purchase warrants to FBC. Each warrant entitles FBC to subscribe for one Common Share until March 22, 2015, at a price of $1.08. On June 5, 2013, the Company filed a business acquisition report under Part 8 of Regulation 51-102 respecting continuous disclosure obligations with respect to the NAP Acquisition, which can be consulted via SEDAR at www.sedar.com.

On April 12, 2013, the Company announced the closing of a brokered private placement of units pursuant to an agency agreement between Maudore and a syndicate of agents led by GMP Securities L.P. and including Clarus Securities Inc. and Mirabaud Securities LLP (collectively, the “Agents”). Each unit was comprised of one Common Share and one-half of one common share purchase warrant. Each whole warrant entitles its holder thereof to purchase one Common Share until April 12, 2014 at a purchase price of $1.13 per Common Share. Pursuant to this offering, Maudore issued an aggregate of 17,039,835 units at an issue price of $0.91 per unit for gross proceeds of approximately $15.5 million. In consideration of the services rendered by the Agents in connection with the offering, Maudore paid the Agents a cash fee equal to 6.0% of the gross proceeds raised through this offering, excluding any purchases made under the president’s list for which the Agents were paid a cash fee equal to 2.0%. The Agents were also granted compensation options entitling them to subscribe a number of units representing 6.0% of the total number of units sold under the offering (excluding units sold under the president’s list) exercisable until April 12, 2015 at a price of $1.13 per unit. Each such unit will be comprised of one Common Share and one-half of one common share purchase warrant. Each whole warrant issued upon the exercise of these compensation options is exercisable until April 12, 2015 at an exercise price of $1.13 per Common Share.

Certain related parties to the Company purchased units in this offering:

• City Securities Limited, a corporation owned by Mr. Seager Rex Harbour, a shareholder of the Company who controls or directs more than 10% of the total issued and outstanding Common Shares of the Company, purchased 4,484,957 units;

• Monemvasia Pty Ltd., a corporation controlled by Kevin Tomlinson, the Chairman, purchased 1,140,448 units; and

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• Certain other officers and directors purchased, in the aggregate, 159,500 units.

On April 18, 2013, the Company and Noront entered into an agreement that terminated the previously announced Windfall Lake Purchase and Sale Agreement. Concurrently, Maudore informed Eagle Hill that it would no longer pursue its proposed business combination between the two companies.

On May 6, 2013, the Company announced and filed an updated estimate of Mineral Resources with respect to the Vezza Property (as defined below).

On June 11, 2013, Gregory Struble became President and Chief Executive Officer of the Company. Kevin Tomlinson remained Chairman of the Company and Anne Slivitzky, interim COO, stepped down but remained a consultant to the Company.

On June 26, 2013, the Company held its annual and special meeting of Shareholders. All board nominees proposed by the management were elected. See the section under the heading “Directors and Executive Officers” of this AIF. At the meeting, the Shareholders approved a new stock option plan in favor of the Company’s directors, officers, employees and consultants. Finally, Shareholders approved By-law No. 1 governing the conduct of the affairs of the Company, which is available on SEDAR. After the meeting, Claudine Bellehumeur was appointed as Chief Financial Officer, in replacement of Ingrid Martin.

On July 16, 2013, the Company announced its decision to place the Vezza Project in care and maintenance and to target opportunities at its Sleeping Giant Property.

On August 14, 2013, the Company announced that its primary mining contractor had pulled their crews from the Vezza Project earlier than planned in response to a dispute over the renegotiation of contractual payment terms.

On August 15, 2013, Aurbec signed a toll milling agreement (the “Milling Agreement”) with Abcourt Mines Inc. (“Abcourt”) to treat mine production from their Elder Mine at the Sleeping Giant Mill. The agreement is for an initial period of six months. Aurbec has obtained the required certificate of authorization to store and process the Elder Mine mineralized material at Sleeping Giant.

On August 27, 2013, the Company announced that Aurbec had commenced a 20,000 m program of underground diamond drilling at Sleeping Giant. The Company also announced its plans to mine remnant Stopes placed on hold by prior operators to help offset program costs and transition a small crew to prepare for expansion into the new Stoping areas being verified. The decision to conduct selective mining of remnant Stopes at Sleeping Giant is not based on a feasibility study or mineral reserves that demonstrate economic or technical viability, which increases the uncertainty of success and increases the risk of failure if mining costs exceed revenue. Maudore also announced the signature of a contract with InnovExplo Inc. (“InnovExplo”) of Val-d’Or to review Aurbec’s in-house Mineral Resources estimates of Sleeping Giant and prepare an independent 43-101 Report. Entrepreneur minier Promec Inc. (“Promec”) registered a Notice of Legal Hypothec against the Vezza Project and the Sleeping Giant Property on August 15, 2013 and filed a Bankruptcy Petition against Aurbec on August 27, 2013.

On October 15, 2013, the Company reported that agreements had been signed for the consensual restructuring of current debts owed to Cyrus Capital Partners L.P. (“Cyrus”), in its capacity as a manager to FBC, as well as with the major unsecured creditors of both Maudore and Aurbec. The Maudore agreement covers $2.36 million of trade credit, of which $300,000 is to be repaid by November 30, 2013 with the balance due on October 30, 2014, with provision for additional payments as set out below. The Aurbec agreement covers $4.33 million of trade credit, of which $562,000 is to be repaid by November 30, 2013 and a further $562,000 is to be repaid by April 30, 2014 for a total reduction of $1.12 million. The balance will be due on October 31, 2014. The Aurbec trade creditors will be granted a first ranking charge on Aurbec’s rights and claims in respect of its Vezza Project (“Vezza Hypothec”) to secure any outstanding balance until repaid. In consideration for the Vezza Hypothec and the payments by Aurbec, Promec has agreed to discharge the Hypothec and to ask the court that the Bankruptcy Petition be withdrawn or dismissed.

The non-binding consensual restructuring term sheet proposal (the “Restructuring Term Sheet”) from Cyrus which provides the following:

• a new liquidity facility of up to $6 million bearing interest at 15% payable quarterly in arrears in cash which matures one year following closing;

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• one year of interest expense deferral in the amount of $2.984 million to be replaced by $2.984 million of 5% convertible debentures with a three year maturity, convertible into 24,870,313 Common Shares;

• $725,000 commitment to subscribe for their proportionate share of a $4.72 million Rights Offering (as defined below);

• the agreement by FBC that the Company may access the $3.3 million interest escrow account under the FBC Credit Facility in order to reduce the current senior secured credit facility; and

• fees relating to the facilities totalling 9,078,000 Common Shares.

Maudore also announced that it intends to file a prospectus for a rights offering (the “Rights Offering”). Each right (a “Right”) issued to Shareholders under the Rights Offering will entitle the holder to purchase one additional Common Share for each Common Share held at a price of $0.10 per Common Share. The Rights Offering will be subject to approval by the TSX Venture Exchange (“TSXV”) and other appropriate regulators. In addition to Cyrus’ commitment to exercise its Rights under the Rights Offering as a manager to FBC, outlined above, certain members of senior management have agreed to subscribe for all of their Rights plus such additional Rights that may not be taken up, to an aggregate of $300,000.

DESCRIPTION OF THE BUSINESS

General

Maudore is engaged in the business of exploration and development of mineral properties, with mining and milling operations. At this time, Maudore is focused on advancing the Sleeping Giant Property, which is formed by 69 claims and 4 mining leases covering a total area of 3,140 hectares located 150 kilometres north of Val-d’Or, along Highway 109, a route which continues north to Matagami, in the Abitibi region, Province of Quebec (the “Sleeping Giant Property”). A mill and adjacent tailings facility also form the Sleeping Giant Property. The Sleeping Giant Property is 100% owned by Aurbec.

The Company also holds the Comtois, Discovery, Flordin and Vezza gold projects, which contains Mineral Resources, and earlier-stage exploration projects that have not advanced to the resource definition stage, all located in the northern volcanic zone of the Abitibi greenstone belt, between La Sarre and Lebel-sur-Quevillon, province of Quebec. See “Advanced Exploration Properties” and “Other Exploration Properties”. The Company does not consider the Comtois, Discovery and Flordin properties to be material at this time for the purposes of Regulation 43-101.

Production

In July 2013, the Company announced it was suspending all development at Vezza to focus on targeting opportunities at the Sleeping Giant Property. The Company finished mining and processing of developed mineralized material at the Vezza Project in September 2013.

From its acquisition by the Company on March 22, 2013 until the suspension of its development, 79,140 tonnes of ore were extracted at the Vezza Project and trucked to the Sleeping Giant mill, producing 9,776 ounces of gold.

			March 23 to September 30, 2013
Production skipped	(t.m.	)		79,140
Milled	(t.m.	)		80,000
Grade	(g Au/t	)		4.17
Recovery	(%	)		91,42
Gold production	Ounces			9,776
Gold sales	Ounces			7,884

Gold Marketing

In 2012, gold traded between US$1,550 and US$1,800 per ounce during the year. The average price of gold for the nine month period ended September 30, 2013 was US$1,437 per ounce, ranging from a low of US$1,250.30 per ounce to a high of US$1,686 per ounce. As October 21, 2013, the price of gold was US$1,270.50 per ounce.

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The gold is refined to market delivery standards by Johnson Matthey Limited and then sold to various banks at market prices at their discretion. The Company believes that, because of the availability of alternative refiners, no material adverse effect would result if the Company lost the services of its refiner.

Employees

As at December 31, 2012, the Company had an aggregate of 55 employees, including employees at Aurbec. As at October 15, 2013, as a result of the Company’s development focus shifting from the Vezza Property to the Sleeping Giant Property and the use of its employees instead of contractors, Maudore’s workforce was of 67 employees, of which 60 employees worked for Aurbec at the Sleeping Giant Property, six at Aurbec’s head office in Val-d’Or and one worked at Maudore’s administrative office in Montreal. The Company also utilizes a minority of contractors for its field operations as needed.

Competitive Conditions

The Company competes with other entities in the search for and acquisition of mineral properties, the majority of which are companies with greater financial resources. The Company also competes for financing with other resource companies, many of whom have more advanced properties. The Company believes that existing operators such as Maudore have an inherent advantage over less developed green fields projects in that developed sites have the capacity and infrastructure to bring product to market much sooner than earlier stage projects. This becomes significant as the market conditions rebound or additional mineralized material is discovered and becomes viable within the access of existing mine workings. This is the advantage the Company has with the Sleeping Giant mine and infrastructure and the new mining potential that has been identified in the extensions to the historic high grade zones and the new ore zones that were identified under the previous owner. These resources have the potential to expand additional future production once they have been fully developed. The current disadvantage the Company has is the reliance on “remnant” ore zones for interim production while these new ore sources are tested and validated into minable reserves. There could be variability in the continuity of these resource estimates which could represent a risk to attaining our plan of ongoing operations in conjunction with developing the longer range potentials of the extensions to historically mined reserves as well as the new structures identified by the previous owner. The risk is related to timing and the ability to accelerate development into these areas in the shortest time frame possible. Should the remnant resources not deliver the expected results, short term cash flows required to perform the necessary new ore definition could be jeopardized. One way to partially mitigate this potential risk is to look for alternate opportunities to keep the plant and infrastructure operational through additional business opportunities such as custom toll milling where possible. To this end, the Company has entered into the Milling Agreement with a neighboring mining company that has developed ore but no processing facility. In September of this year, Aurbec entered into the Milling Agreement with Abcourt. While this provides a means of maintaining milling operations for Maudore that allows the Company to also process limited feed from a remnant mining program during the transition to new higher grade resources, it also depends on the other companies abilities to be able to meet their production plans. Failure to provide all the agreed upon material through the Milling Agreement could cause the Company’s processing cost to increase proportionally.

Cycles

The Company’s business can be cyclical. The exploration and development of the Company’s mining properties are dependent on access to the areas which can be affected by seasonal weather variations. Currently, the Company has a very large land position with exploration potential. Because of the current down cycle and the necessity to preserve cash and operating flexibility, the current focus is on developing the Sleeping Giant Property to its full potential prior to embarking on significant regional exploration opportunities. However, the Company has significant exploration potential within a five kilometer radius to the Sleeping Giant mill. The Company believes that this would be the first targeted growth addition upon achieving operational stability at the Sleeping Giant mine. Additionally, with the acquisition of the Aurbec properties, the Company also has additional resources near their Osbell deposit located near Lebel-sur-Quevillon. The combination of these exploration properties increases the future potential for longer term commercial development. However, the Company had no immediate plans to initiate scoping work at this time.

Social and Environmental Policies

The Company is committed to conducting business honestly and ethically. The Company aspires to deliver long-term shareholder value through sustainable economic and social development in the communities where we work.

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The Company strives to minimize the environmental effects of its operations, to provide a safe and healthy workplace for all its employees and contractors and to promote sustainable businesses and social programs in the communities where it operates.

Environment

The Company’s mining, exploration, and development activities are subject to various levels of federal, provincial, and municipal laws and regulations relating to protection of the environment, including requirements for closure and reclamation of mining properties. Environmental licenses, permits and other regulatory approvals are required in order to engage in exploration, mining and processing, and mine closure activities.

The Company’s operating facilities have environmental monitoring processes and procedures in place to identify and eliminate or mitigate environmental risks. These processes are designed to identify risks early on and allow management to respond to risks as they arise. Monitoring processes include environmental effects monitoring studies, toxic substance reduction plans, green house gas emissions monitoring and reporting, national pollutant release inventory monitoring and reporting, baseline monitoring and other regulatory compliance monitoring in order to protect water quality and reduce the potential for contamination of surface or groundwater. The Company also has various programs to reuse and conserve water at its operations. In order to mitigate the impact of dust produced by its operations, the Company uses dust suppression techniques for its surface and underground operations.

The Company also has a practice of participating in third party and internal environmental compliance audits of its business activities as needed in order to evaluate its operations. An external environmental compliance assessment audit was performed in January 2013 by Genivar Inc. to review and collate all the environmental reporting requirements and compliance. Additionally, the Company retains an environmental consultant to assist on an ongoing basis.

A water treatment plant was required for the discharge of the Vezza Property mine water to the environment. Due to the low mine inflows, the treatment plant was required to reduce nitrates in solution to permissible levels. The plant was installed and commissioned prior to the closure notice for the project. Ongoing environmental monitoring will be required during the care and maintenance period. Since mining activities have stopped, the risk of nitrates in the project water outflows has been significantly reduced.

As part of the Company’s goal to minimize the impact on the environment from its projects and operations, the Company developed comprehensive closure and reclamation plans during the initial project planning and design. The Company periodically reviews and updates these closure plans. The Company’s future rehabilitation and remediation plans include revegetation and dust suppression measures. The Company continues to evaluate the Sleeping Giant tailings management facility to ensure we have adequate space for mine tailings as well as expansion plans well engineered for future expansion as needed.

The current mine closure obligations are expected to be, following the approval of the restoration plan: for Sleeping Giant mill ($4.7 million), Sleeping Giant mine ($0.7 million) and Vezza Project ($0.5 million). The mine closure plans for the Sleeping Giant mine and mill as well as Vezza Project provide for aggregate closure and restoration costs of approximately $5.9 million. The mine closure obligations for the Sleeping Giant mine and mill and the Vezza Project are secured by an amount of $1.9 million and additional funds will be required after the approval of the restoration plan, $0.9 million in 2014 and $1.3 million for 2015 and 2016, for a total of $5.4 million.

The Company has developed environmental policies, which are communicated to employees through monthly safety training. A committee of the Board of Directors reviews the Company’s environmental policies and programs periodically and oversees the Company’s environmental performance.

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MINING PROPERTIES

Sleeping Giant Property

The information below on the Sleeping Giant Property was taken from a technical report dated October 21, 2013, with an effective date of August 1, 2013 and entitled “Technical Report and Mineral Resource Estimate on the Sleeping Giant Property (according to Regulation 43-101 and Form 43-101F1)” (the “Sleeping Giant Report”). The Sleeping Giant Report was prepared by Rémi Verschelden, Geo., B.Sc. and Vincent Jourdain, Eng.,PhD. for the consulting firm InnovExplo. Messrs. Verschelden and Jourdain (collectively, the “Authors”) are Qualified Persons who are independent from the Company and from Aurbec within the meaning of Regulation 43-101. The Mineral Resource estimate included in the Sleeping Giant Report is named “2013 Sleeping Giant Mineral Resource Estimate”. The Sleeping Giant Report was filed on SEDAR on October 29, 2013 and can be found at www.sedar.com.

The Sleeping Giant Property (the “Sleeping Giant Property”) also includes the mine, mill and tailing ponds located thereon. The Sleeping Giant Property was acquired by Maudore in March 2013 through the acquisition of all the issued and outstanding shares of Aurbec, which is the registered owner of a 100% interest in the mining titles forming the Sleeping Giant Property.

Property Description and Location

The Sleeping Giant Property is located 80 kilometres north of the town of Amos, in the province of Quebec. The approximate geographic centre coordinates of the Sleeping Giant Property are 77°58’30” West and 49°08’00” North. The Sleeping Giant Property covers an area of 3,140.53 hectares.

The Sleeping Giant Property is composed of four mining leases and sixty-nine (69) mining claims in the immediate vicinity of the mining infrastructure, for a total coverage of 3,140.53 hectares (31.405 km²). The claims and mining leases, which have irregular shapes and sizes, are contained within the townships of Maizerets, Glandelet, Soissons and Chaste, Quebec. All those claims and mining leases are 100% owned by Aurbec, which operates the Sleeping Giant mine and mill located on the Sleeping Giant Property.

The Sleeping Giant Property is subject to two royalties related to two claims outside the mining leases. The first one, in favour of Central Asia Goldfield Corporation, is a 2% royalty on the operational gross margin. The second one is a 15% net profit Royalty in favour of Matagami Lake Exploration Ltd. The Sleeping Giant Property is also subject to a 1.5% net smelter return Royalty in favour of IAMGOLD Corporation (“IAMGOLD”) on any future base metal production from the Sleeping Giant Property upon certain conditions.

Surface mining exploration on the Sleeping Giant Property is permitted with valid permitting that has to be issued by the Ministère du Développement Durable, Environnement, Faune et Parcs (“MDDEFP”) to cut trees and access territory. Royalties on commercial-grade wood then have to be paid. Since the Sleeping Giant Property is covered partly by large swampy areas, it is subject to government monitoring and certain restrictions.

On September 17, 2013, Aurbec received authorization from the MDDEFP to begin custom treating ore feed from Abcourt’s Elder mine at the Sleeping Giant processing plant.

InnovExplo is not aware of any environmental or social issues with respect to the Sleeping Giant Property. All exploration activities conducted on the Sleeping Giant Property comply with relevant environmental permitting requirements. To InnovExplo’s knowledge, Aurbec has obtained the appropriate permits to use the surface rights for its milling and waste disposal facilities, as well as for underground mining activities.

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Location map showing mining titles and leases constituting the Sleeping Giant Property

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Sleeping Giant Property is located in the southwest part of the Northern Quebec administrative region (James Bay territory). The Sleeping Giant Property is easily accessed via provincial highway 109 (located less than 1 kilometre east of the mine site), which connects Amos to Matagami. A network of logging roads provides access to the rest of the Sleeping Giant Property. The landscape is relatively flat and lightly timbered. It is limited to the west and south by the Harricana and Coigny Rivers. Overburden thickness varies between 15 and 60 metres with an average of 30 metres. The region is under the influence of a continental climate marked by cold, dry winters and hot, humid summers. Exploration work can be done all year round on the Sleeping Giant Property.

Amos is a medium-sized town with a population of approximately 14,000. The forestry and mining industries constitute the cornerstones of the town’s local economy. An experienced mining workforce is available in Amos and in a number of nearby well-established mining towns, such as Matagami, Val-d’Or, Rouyn-Noranda, La Sarre and Chibougamau. A power line passes through the Sleeping Giant Property to supply all of the Sleeping Giant mine facilities. Water used for milling is also completely recirculated, with very little water coming from the dewatering of the mine. Several exploration and mining contractors are located within a few hours’ drive from the Sleeping Giant Property. A railway running east-west through the Abitibi and further west to Ontario passes through Amos and is linked to the national railway network. Although the town has its own small airport, Val-d’Or has the nearest commercial airport with regularly scheduled direct flights to Montréal.

The area surrounding the Sleeping Giant Property is covered by thick and extensive Pleistocene glacial and glaciolacustrine sediments. The Sleeping Giant Property is characterized by large swampy areas. Part of the area is covered by flat expanses of mixed forest. The surrounding land has an altitude of about 290 to 315 metres above mean sea level.

History

In 1957, following the discovery of the Lac Matagami Zn-Cu deposit located approximately 65 kilometres north of the Sleeping Giant mine, base metal exploration work started in the Sleeping Giant area. Several aerial and ground geophysical surveys were carried out, as well as some drilling. These were followed with an exploration program that was carried out from 1976 to 1982 by Matagami Lake Exploration. With subsequent regional Input surveys that were carried out in the boundaries of the Sleeping Giant Property, anomalies that were detected were systematically verified with ground line cutting, electromagnetic and magnetic surveys, and on some occasions induced polarization. With subsequent diamond drilling campaigns (12,900 m), the A Zone was discovered.

In 1983, Perron Gold Mines (now named Aurizon Mines Ltd (“Aurizon”)) acquired an interest in the Sleeping Giant Property and carried out ground geochemistry and geophysical surveys (magnetic and very-low-frequency studies), drilling, as well as the beginning of underground exploration. Between 1984 and 1987, two shafts were sunk and sufficient reserves were delimited to begin development work. The first phase of commercial production occurred between 1988 and 1991, during which 494,000 tonnes at 6.4 g Au/t were extracted from levels 55 to 415. By the end of 1990, Aurizon, then sole owner of the Sleeping Giant mine, stopped work due to the depletion of reserves.

In 1991, Cambior Inc. (“Cambior”) acquired a 50% interest in the Sleeping Giant Property by investing in drilling and underground work. Some 13,354 metres of drilling completed between 1991 and 1993 led to the discovery of four new mineralized Veins (20, 30, 40 and JD), as well as the second phase of commercial production, which lasted from 1993 to 2008. In 1993, Cambior performed a 16-hole orientation reverse-circulation (RC) drilling program followed by a large-scale 152-hole reconnaissance-scale program on the surrounding Dormex property. Major significant facts of this period include the discovery of lens 2, 3, 4, 5, 6, 7, 8, 9, 16, 18 and 50 as well as the sinking of the shaft in two phases; that is to say, level 485 to 785 in 1995 and level 785 to 975 in 2003. From November 2006, IAMGOLD was the sole owner of the Sleeping Giant Property following the acquisition of all of Cambior’s assets.

In October 2007, IAMGOLD signed an option agreement with Cadiscor granting them the right to purchase the Sleeping Giant Property after the completion of mining and processing. By the end of 2007, the second commercial production phase had seen a total of 868,000 oz of gold extracted from 2,476,100 tonnes of ore at an average grade of 11.2 g/t Au, including 67,000 oz for 2007. In 2007 and 2008, Cadiscor completed 90 underground drill holes for a total of 18,669 metres. These drill holes were completed with the objective of verifying the economic potential of veins below the current mine workings and of increasing knowledge of selected areas that had not been mined in the past even though gold-bearing veins had been defined there.

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IAMGOLD’s mining operations at Sleeping Giant mine resumed in the third quarter of 2008 and the mill stopped processing ore in October 2008. IAMGOLD then completed the sale of the Sleeping Giant Property to Cadiscor. Total production for 2008 was 69,000 oz of gold.

In October 2008, Cadiscor filed a 43-101 technical report entitled “The Sleeping Giant mine, Northwestern Quebec” prepared by Genivar LP and authors Tyson C. Birkett, P.Eng., Josée Couture, Eng., and Christian Bézy, Geo., all Qualified Persons under Regulation 43-101.

Table 1-Resources and Reserves Published by Cadiscor in 2008

RESOURCES*
	Measured:	177,300 tonnes	at 8.7 g/t
	Indicated	311,900 tonnes	at 10.3 g/t
TOTAL: 489,200 tonnes at 9.7 g/t for 152,743 ounces
RESERVES*
	Proven:	135,300	at 9.3 g/t
	Probable:	100,000	at 9.4 g/t
TOTAL: 235,300 tonnes at 9.3 g/t for 70,350 ounces recovered

In May 2009, North American Palladium Ltd. (“NAP”) acquired all of the issued and outstanding shares of Cadiscor, becoming the owner of the Sleeping Giant mine and facilities through its subsidiary Cadiscor.

In October 2009, NAP brought back into production the Sleeping Giant mine. That same month, NAP announced that it exercised its right to buy back a 1% net smelter return Royalty on the Sleeping Giant mine held by IAMGOLD by paying $1 million.

In 2009, a pilot 21-hole of RC drilling was performed on the Sleeping Giant Property. An additional 24,718 metres of definition drilling was also completed for the purposes of Stope definition, and an additional 11,017 metres of exploration drilling was completed to investigate the extension of known zones above and below the last working level of the mine. Yearly NAP production is listed below.

• 2009: 32,822 tonnes of ore were processed.

• 2010: 17,695 oz of gold from 93,296 tonnes processed at an average head grade of 5.90 g per tonne, with a gold recovery of 95.5%.

• 2011: 14,623 oz of gold from 73,701 tonnes processed at an average head grade of 6.36 g per tonne, with a gold recovery of 96.4%.

• 2012: 1,199 oz of gold from 6,369 tonnes processed at an average head grade of 6.14 g per tonne, with a gold recovery of 95.4%.

Total production from 1988 to 1991 was 101,650 oz and from 1993 to 2012 gold production was approximately 970,515 oz of gold poured from the different owners of the Sleeping Giant mine. Total oz gold mined historically at the Sleeping Giant mine adds to 1,072,165 oz of gold.

In the first quarter of 2010, NAP commenced deepening the mine shaft by 200 metres to allow for the development of three new mining levels. At that time the shaft was 1,047 metres deep, with the deepest level at 975 (elevation 4,025 m). That same year, an additional 49,402 metres of definition drilling was completed for purposes of Stope definition, and an additional 37,862 metres of exploration drilling was completed to investigate the extension of known zones above and below the last working level of the mine.

On March 31, 2010, NAP filed a 43-101 technical report for the Sleeping Giant gold mine entitled, “Updated Reserves and Resources on December 31, 2009, The Sleeping Giant mine, Northwestern Québec” prepared by Vincent Jourdain, Eng., a Qualified Person under Regulation 43-101.

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Table 2- Resources and Reserves Published by NAP in 2010

RESOURCES*	2009-12-31
	Measured:	90,800 tonnes	at 8.9 g/t Au
	Indicated	309,000 tonnes	at 8.8 g/t Au
	Inferred:	243,500 tonnes	at 12.9 g/t Au
RESERVES*	2009-12-31
	Proven:	90,800 tonnes	at 8.9 g/t
	Probable:	96,100 tonnes	at 9.8 g/t
TOTAL: 186,900 tonnes at 9.4 g/t for 56,244 ounces recovered

In 2010, NAP conducted a 113-hole RC drilling program on its Sleeping Giant and Dormex properties.

In March 2011, Cadiscor changed its name to NAP Quebec Mines Ltd. In April of the same year, NAP filed a 43-101 technical report entitled, “The Sleeping Giant mine, Northwestern Québec, Reserves and Resources on December 31, 2010” prepared by Vincent Jourdain, Eng., Donald Trudel, Geo, and Marc-André Lavergne, Eng., all Qualified Persons under Regulation 43-101.

Table 3 – Resources and Reserves Published by NAP in 2011

RESOURCES*	2010-12-31
	Measured:	15,400 tonnes	at 5.9 g/t
	Indicated	589,500 tonnes	at 6.5 g/t
Measured and indicated: 604,900 tonnes at 6.5 g/t for 125,800 ounces recovered
	Inferred:	145,900 tonnes	at 8.2 g/t
RESERVES*	2010-12-31
	Proven:	36,800 tonnes	at 7.7 g/t
	Probable:	154,200 tonnes	at 8.6 g/t
TOTAL: 191,000 tonnes at 8.4 g/t for 51,700 ounces recovered

* The Resources and Reserves estimates presented in Tables 1, 2 and 3 above used the polygon method on inclined longitudinal sections where the grades of the polygons are generally higher than 5 g/t Au. The conversion of Mineral Resources to Mineral Reserves has been based on a Stope-by-Stope analysis of cost and revenue. The convention was adopted that Measured Resources, where they were demonstrated to be economic, were converted to Proven Reserves, and Indicated Resources to Probable Reserves.

In 2011, the deepening of the production shaft (shaft no 2) to 1,245 metres was completed. The development of three new levels was started at 1060, 1115 and 1175 metres. Only at level 1060 did workings reach the 8N mineralized zone at the end of mining operations. On levels 1115 and 1175, about 20 metres of galleries were cut as starting development. Total depth of the main shaft is now at 1,244.73 metres (3,755.27 m at mine elevation). Shaft no 1 (former exploration shaft) is used as a ventilation conduct and emergency exit.

Also in 2011, NAP Quebec invested $1.8 million to establish a platform for potential future expansion of the mill, which includes the detailed engineering work, the geotechnical tests, building and foundation designs, receiving the required construction permits, materials procurement, and refurbishing the rod mill and jaw crusher. NAP Quebec had the option to expand the mill to either 1,250 or 1,750 tonnes per day depending on their needs. Completion of the mill expansion has been deferred to give NAP Quebec the flexibility to do a one-step increase to 1,750 tonnes per day depending on development timelines. That same year, 116 drill holes were completed for a total of 36,746 metres.

Drill results from the 2011 program indicated that Sleeping Giant’s gold zones continue to extend at depth. However, as more infill drilling was conducted, the company encountered a lack of continuity in the narrow vein structures and was unable to confirm those grades over sufficient Strike length, thereby significantly reducing the

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tonnage that could be mined profitably. The mine production of 1,199 oz of gold for the year ending December 31, 2012, was from the remaining ore from the Sleeping Giant mine during the first quarter, prior to the suspension of operations by NAP Quebec on January 17, 2012. Since then, the only ore processed at the Sleeping Giant mill came from the Vezza Property. In 2012, NAP Quebec drilled 789 metres underground and completed the logging and Sampling of core drilled in late 2011.

At the end of mining operations in 2012, the loading station at level 1210 was short of being completed. The waste and ore pass between levels 975 and 1060, as well as 1060 to 1115 had not yet been started. There is still some underground work to complete in order to be able to extract ore from levels 1060 and below, and minor equipment to put back into service (air, water, electricity). However, all the infrastructure is ready for mining and hoisting from level 975 and above.

Geological Setting and Mineralization

The Sleeping Giant Property lies within the Archean Superior Province. The rocks of the Superior Province form the core of the North American continent and are surrounded by provinces of paleoproterozoic age to the west, north and east, and the Grenville Province of mesoproterozoic age to the southeast.

The Sleeping Giant Property is located within the Abitibi Subprovince, which is in the southern portion of the Superior Province. The Abitibi Subprovince is divided into the Southern and Northern Volcanic Zones (SVZ and NVZ), representing a collage of two arcs delineated by the Destor-Porcupine-Manneville Fault Zone (DPMFZ). The Cadillac–Larder Lake Fault Zone (CLLFZ) separates the SVZ from the Pontiac Terrane Sedimentary rocks, an accretionary arc to the south.

The Sleeping Giant Property is underlain by rocks of the first volcanic cycle of the NVZ. Its location matches a disturbance of the regional tectonic grain that forms a triple junction arrangement formed by three tonalitic polyphases and synvolcanic plutons. This area is affected by the major E-W striking Laflamme Deformation Zone and the NW-SE Harricana Deformation Zone. The Joutel mining camp, host to former zinc and gold producers, is located 50 kilometres to the NW, and the Matagami zinc mining camp is located 80 kilometres north of the Sleeping Giant Property.

The Sleeping Giant Property geology consists of a volcanic and Sedimentary sequence intruded by a felsic complex and post-Mineralization dykes. The volcano-Sedimentary rocks form a homoclinal sequence striking E-W with a steep dip to the south. As for the deposit geometry, the economic gold zones are restricted to the volcano-Sedimentary sequence located north and south of the central dacitic Intrusion.

The mineralized zones of the Sleeping Giant Property are contained in sulphide-bearing quartz veins. At the mine scale, mineralized zones are spatially distributed within an area measuring 1 km². To the north, the veins strike E-W with a steep dip to the south of 65°-75°. To the south, a complex system made of four families of veins show a gradual change of Strike and connections with other veins of different attitudes.

Exploration and Drilling

Except for drilling as indicated below, no exploration was undertaken by the Company since the acquisition of the Sleeping Giant Property in March 2013.

Aurbec started a drilling program on August 27, 2013, on extensions of mineralized zones #20, #30, #8 and #3, as well as the 16 and 785N zones on the deeper 975 level. The purpose of this drill campaign is to explore extensions and to undertake definition of known mineralized zones. This drill program started as the Sleeping Giant Report was in progress and since the data from these diamond drill holes was not yet available, it has not been considered in the 2013 Sleeping Giant Mineral Resource Estimate.

Sample Preparation, Analysis and Security

For both Cadiscor and NAP, the core samples chosen for the analysis had to be at least 50 cm long even if the ore zone was shorter. The maximum length of a sample was limited to 1 metre. Sampling of core was defined with the possibility that the observed mineralized zone (typically a vein in this situation) contains gold. During the operational phase of the mine, the entire core was sent to the laboratory.

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Drill core samples taken from the exploration holes were split or sawed and one-half of the core was retained. Both procedures are standard in the industry.

All Stope definition drill samples were analyzed at the laboratory located at the mine site. The analytical method was fire assay with an atomic absorption finish. Samples returning a high gold concentration were reanalysed following dilution. Sample reception and preparation at the mine laboratory followed industry standards.

Considering the number of potential sources of errors in any Sampling and laboratory program, the Sleeping Giant geology department established a Quality Analysis and Quality Control Program (QA/QC program). This program consisted of 1) the use of a check laboratory (ALS Chemex) in order to verify the precision of the results (splits of the pulps and rejects); 2) insertion of blanks in order to control contamination errors; 3) continuous insertion of drill core pulps and rejects (re-numbered) in order to evaluate the reproducibility; and 4) insertion of certified reference material samples.

InnovExplo considers that sample preparation and analysis were done adequately and that they conform to industry standards.

InnovExplo Sampling Verification:

For validation purposes, InnovExplo also sampled a number of holes that were still available at the Sleeping Giant core shack facilities. The gold-bearing samples selected for verification were from holes drilled by previous owners but included in the 2013 Sleeping Giant Mineral Resource Estimate.

Sampling procedure was executed by M. Léo-Paul Lamontagne, an InnovExplo-experienced technician in geology. The sample intervals were first checked in the GeoticLog^® database to make sure that the new samples were taken in the exact same intervals as the original ones. The collected samples were split from the already sampled drill core using a hydraulic splitter at the Sleeping Giant mine core shack. Original tags stapled in the core boxes confirmed the sample numbers and intervals. New sample numbers were attributed and new sample tags were stapled beside the original Sampling tag. The quarter split was put inside the sample bag and the remaining core put back in its box. Standard material (Certified Reference Material or CRM) from Rocklabs and blank material were inserted throughout the samples. The samples were sent by InnovExplo’s technician to ALS Chemex laboratory in Val-d’Or in secured bags.

The entire samples were crushed with either an oscillating jaw crusher or a roll crusher, with the specification that more than 70% of crushed material sample must pass a 2 mm (10 mesh) screen. For the fire assay, a 1,000-g fraction derived from the crushing process was pulverized using a ring mill to 85% passing 75 µm (200 mesh).

Gold was analyzed by fire assay with atomic absorption spectroscopy (AAS) finish using a 30-g sample weight. The method offers detection limits from 0.01 to 10 ppm. For grades over 10.0 g/t Au, samples were re-assayed using a gravimetric finish where the detection limits are from 0.05 to 1000 ppm.

The pulps from the samples (<200 mesh material) were brought back from the ALS Chemex laboratory and then sent by a specialized courier to the Sleeping Giant mine laboratory to be analyzed according to their usual procedure.

Sampling Verification Results

Original Sampling results from the drill hole database and analysed at the Sleeping Giant lab were compared with duplicate field samples collected by InnovExplo and assayed by ALS Chemex.

The correlation plot between the original Sleeping Giant laboratory analysed and the second assays by ALS Chemex show a correlation coefficient (R) of 0.99 when outliers are not taken into account. The precision over frequency plot gives a precision under 0.8 for 70% of the results.

When the comparison is made with the two laboratories that assayed the same pulp, the correspondence is closer. The pulps were prepared and analysed by ALS Chemex and then sent to the Sleeping Giant laboratory to be assayed. Correlation of both analyses gets better with 70% of the pairs having a precision better than 0.30. This difference is attributed to nugget effect.

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The correlation plot between the assays from two different laboratories shows a correlation coefficient (R) of 0.92 when the same pulps are compared. Previous reports by Cadiscor and NAP have also shown the same relations between particle size and duplicate results. The finer is the material, the better is the correlation between the two results. This observation points toward nugget effect to explain the greater differences. When comparing results from two different labs, especially from different pulps, it should be considered to use the metallic sieve analytical method. This method analysis fractions of fine and coarse material from pulverized rock (pulp), reducing the risk of diverging results coming from the nugget effect.

From these verifications, InnovExplo is of the opinion that the final assay database used for the 2013 Sleeping Giant Mineral Resource Estimate is adequate and reliable for the purpose of the Sleeping Giant Report.

Data Verification

InnovExplo visited the Sleeping Giant mine facilities, the core shack facility and the core storage facility on August 1^st, 2013. The core is kept in good order in roofed outdoor core racks at the Sleeping Giant mine facilities. All core boxes are labelled and properly stored. Sample tags are present in the core box and properly attached at the end of each sampled interval.

InnovExplo and Sleeping Giant mine geologists used AutoCad and Promine software to produce Excel files for each of the proposed resource blocks. These software programs produce a spreadsheet for each pack of holes used for the block resource calculation. For each hole used for the block resource calculation, the following parameters are listed or calculated in the spreadsheet:

•   Hole number	•   Tonnage diluted over the minimum width
•   True width	•   Grade diluted over the minimum width
•   Gold grade	•   Gold content (grams)
•   Polygon area	•   Gold content (ounces)

A validation was performed on calculated true thicknesses of hole intervals selected through Mineralization. A number of 30 intersections were verified over 274 drill hole intersections. Surface areas of the polygons were also validated. Very few errors were noticed with an almost exact match, usually related to rounded numbers for both thicknesses and surface areas. Calculated tonnage, gold grade and total grams (g) and ounces (oz) were also verified and validated in 30 of the total 74 calculation tables. Only minor differences were noted, again mostly related to rounded numbers. A validation was also performed on the GeoticLog^® drill hole database and no disparities were noticed. Geological continuity of the mineralized zones was verified using AutoCAD^® and visualized in 3D, which also enabled InnovExplo to verify the dip correlated to the minimum width of the Stopes and proposed mining methods. The mining method selected for each Stope defines its minimal width and recovery rate.

The final drill hole database provided by Aurbec for the 2013 Sleeping Giant Mineral Resource Estimate contains a total of 8,085 diamond drill holes; 280,459 samples; 5,499 QA/QC samples (1,782 certified reference material standards; 1,868 blanks and 1,849 field duplicates) and no whole-rock geochemistry sample. InnovExplo is of the opinion that the final drill hole database used for the 2013 Sleeping Giant Mineral Resource Estimate is adequate and reliable for the purpose of the Sleeping Giant Report.

Mineral Processing and Metallurgical Testing

No mineral processing or Metallurgical Testing has been studied for the Sleeping Giant Report.

Mineral Resource Estimate

The main objectives of InnovExplo’s work were to: 1) validate Aurbec’s methodology, calculations and results, and 2) publish the results of an updated Mineral Resource estimate for the Sleeping Giant deposit. Mineral Resources are not Mineral Reserves since they have not demonstrated economic viability. The result of the study is a single Mineral Resource Estimate for 74 mineralized sites from 15 mineralized zones. The effective date of this Mineral Resource Estimate is August 1^st, 2013.

The resource classification definitions used for the Sleeping Giant Report are those published by the Canadian Institute of Mining, Metallurgy and Petroleum in their document “CIM Definition Standards for Mineral Resources and Reserves.” Those definitions are provided in the Glossary of this AIF.

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Methodology

The Mineral Resource Estimate detailed in the Sleeping Giant Report was completed using the polygon method on inclined longitudinal sections provided by Aurbec. This methodology has been used historically in the Sleeping Giant mine and has been shown to yield reliable results through conciliation of estimates with production for Stopes throughout the mine operations. Fifteen (15) mineralized zones (2, 3, 6, 8, 9, 15, 16, 18, 20, 30, 50, 30W, 8N, 785N and 78H) have been interpreted in longitudinal sections and selected for the 2013 Sleeping Giant Mineral Resource Estimate.

Measured Resources correspond to areas less than 8 metres away from an opening (drift, raise or Stope) providing access and Sampling to the volume evaluated. When an opening (drift, raise or Stope) is present in the ore zone, a polygon covering a maximum distance of 8 metres is generated from the opening and the average diluted grade and thickness of the Sampling from the opening is attributed to this polygon. Only one of the zones interpreted in the Sleeping Giant Report falls in that category.

Indicated Resources correspond to drill hole intersections where the geological and grade continuity are well controlled. For these intersections, the grade is internally diluted over an orthogonal thickness of 1.6 or 1.8 metres, depending on the mining method to a maximum distance of 25 metres away from the drill hole intersection (25 m radius of polygons).

Inferred Resources correspond to drill hole intersections where the geological and grade continuity are poorly controlled. For these intersections, the grade is internally diluted over an orthogonal thickness of 1.6 or 1.8 metres and the polygons are drawn to a maximum distance of 25 metres away from the drill hole intersection (25 m radius of polygons).

Capping of analyses for the 2013 Sleeping Giant Mineral Resource Estimate was taken from historical numbers. Grade capping at the Sleeping Giant mine was carried out on a vein-by-vein basis using factors developed by the mine operations and shown to produce useful grade estimates. Using the lowest of the parameters, the 2013 Sleeping Giant Mineral Resource Estimate have been calculated for the Sleeping Giant mine using a capping value of 60 g/t for core samples and 55 g/t for face samples used to define the opening (drift, raise or Stope) grade.

Ore Density: Historically, the ore density at the mine has allowed acceptable reconciliation between planned and produced tonnages. Therefore, a density of 2.85 g/cm³ was used in the 2013 Sleeping Giant Mineral Resource Estimate.

Mining Width: the mining width is based on the mining history: the minimum width in resource calculations is related to the dip of the lens in the estimated area. The minimum mining width varies according to the presumed dip, between 1.6 metres (dip over 50º) and 1.8 metres (dip less than 50º).

2013 Sleeping Giant Mineral Resource Estimate

InnovExplo produced a Mineral Resource estimate for the Sleeping Giant project. The 2013 Sleeping Giant Mineral Resource Estimate presented herein consists of an underground evaluation of resources.

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Mineral Resource Estimate Results for the Sleeping Giant Property

Sleeping Giant Mine Resources August 1st 2013
Zone	Measured				Indicated				Measured and Indicated				Inferred Resources
	Tonnage		Au (g/t)		Tonnage		Au (g/t)		Tonnage		Au (g/t)		Tonnage		Au (g/t)
2						29,014		10.5		29,014		10.5		1,280		7.8
3						16,943		9.0		16,943		9.0
6						56,194		9.9		56,194		9.9		2,361		8.7
8														3,627		9.9
9						5,044		8.2		5,044		8.2
15						12,268		7.8		12,268		7.8		1,351		10.3
16						9,820		10.8		9,820		10.8		22,588		14.2
18						9,636		14.1		9,636		14.1		2,096		10.8
20						14,986		11.3		14,986		11.3
30						2,251		10.0		2,251		10.0
50		2,020		6.9		13,375		10.5		15,395		10.0		1,434		13.4
30W						30,792		12.6		30,792		12.6		3,405		14.5
8N						14,796		13.0		14,796		13.0
785N						88,950		16.4		88,950		16.4		2,267		7.8
78H														1,290		7.0
Total		2,000		6.9		304,100		12.4		306,100		12.3		41,700		12.4

• The Independent and Qualified Persons for the 2013 Mineral Resource Estimate, as defined by Regulation 43-101, are Vincent Jourdain, Eng., PhD. (InnovExplo), and Rémi Verschelden, Geo, B.Sc., (InnovExplo), and the effective date of the estimate is August 1, 2013.

• These Mineral Resources are not Mineral Reserves as they do not have demonstrated economic viability.

• These underground resources are presented undiluted and in situ. The estimate includes seventy-four (74) mineralized sites from fifteen (15) mineralized zones (2, 3, 6, 8, 9, 15, 16, 18, 20, 30, 50, 30W, 8N, 785N and 78H).

• These resources were compiled at a cut-off grade of 6.5 g/t Au. Some polygons below cut-off grade were included to assure continuity of the mineralized zones.

• Cut-off grade must be re-evaluated in light of prevailing market conditions (gold price, exchange rate and mining cost).

• The estimate is based on 274 diamond drill holes drilled before April 2012 and from 5 samples from underground openings.

• A fixed density of 2.85 g/cm³ was used according to historical data.

• The minimum true thickness in resource estimations is related to the dip of the lens in the estimated area. The minimum mining width varies according to the presumed dip, between 1.6 meter (dip over 50^o) and 1.8 meter (dip less than 50^o), using the grade of the adjacent material when assayed or a value of zero when not assayed.

• Capping is established at 60 g/t for core samples and 55 g/t for face samples used to define the opening (drift, raise or Stope) grade. The grades are capped prior to any calculation being conducted on the data. These capping numbers consist of the lower parameters used historically at the Sleeping Giant mine.

• Resources were evaluated from drill hole samples and face samples using the polygon method on inclined longitudinal sections.

• The Measured Resources are defined as those where an underground opening in the mine provides access and Sampling to the estimated volume, in addition to drill information. Indicated Resources are those defined by drilling where continuous polygons (radius maximum 25m) are present. Inferred Resources are those defined by drilling where isolated polygons (radius maximum 25m) are present.

• While the results are presented undiluted and in situ, the reported Mineral Resources are considered to have reasonable prospects for economic extraction.

• CIM definitions and guidelines were followed for Mineral Resources.

• A gold price of US$1,400/oz and an exchange rate of US$1.00=C$1.00 was used in the gold cut-off grade calculations of 6.50 g/t for potential underground mine.

• Ounce (troy) = 31.10348 g. Calculations used metric units (metres, tonnes and g/t).

• The number of metric tons was rounded to the nearest hundred. Any discrepancies in the totals are due to rounding effects; rounding followed the recommendations in Regulation 43-101.

• InnovExplo is not aware of any known environmental, permitting, legal, title-related, taxation, socio-political or marketing issues or any other relevant issue that could materially affect the Mineral Resource Estimate.

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Illustration showing the method used to calculate Measured and Indicated Mineral Resources from diamond drill hole and development data.

Longitudinal view of Zone CP-85-50-N270-3720N-C-375SH

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Conclusion

The objective of InnovExplo’s assignment was to 1) review and validate the drilling data used for the 2013 Sleeping Giant Mineral Resource Estimate; and 2) review a Mineral Resource Estimate for the Sleeping Giant deposit. The drilling data was successfully validated to fulfil the first objective. The 2013 Sleeping Giant Mineral Resource Estimate meets the second objective. In addition, observations made during the completion of its assignment have led InnovExplo to believe that the mineral potential of the Sleeping Giant deposit could be improved by additional diamond drilling programs.

After conducting a detailed review of all pertinent information and completing the 2013 Sleeping Giant Mineral Resource Estimate, InnovExplo concludes the following:

• The geological and grade continuities of the gold mineralized zones of the Sleeping Giant Property were demonstrated;

• The Sleeping Giant Property contains at least 74 mineralized sites;

• The studied ore shoots have Strike lengths ranging up to 90 metres;

• In spite of the current drill spacing in some of the mineralized zones, geological continuity seems steady throughout most of the mineralized zones;

• Several zones encountered at the Sleeping Giant deposit have significant possibility to expand as some of the extensions are open;

• The potential is high for upgrading Inferred Resources to Indicated Resources with more diamond drilling in all of the zones;

• The potential is high for adding new resources in the extensions of known zones with additional diamond drilling; and

• The potential is high for identifying new ore shoots in the extensions of known zones with additional diamond drilling.

The property is strategically positioned in an area known to be associated with gold Mineralization. The Sleeping Giant deposit has produced over one million ounces of gold between 1988 and 2012. The Sleeping Giant Project is at an advanced stage of exploration and has potential for significant unmined in situ gold Mineralization. InnovExplo considers the 2013 Sleeping Giant Mineral Resource Estimate to be reliable and thorough, and based on quality data, reasonable hypotheses and parameters compliant with Regulation 43-101 and with CIM standards regarding Mineral Resource estimations. InnovExplo believes that the Mineral Resource for the Sleeping Giant Property sufficiently advanced for a Pre-feasibility Study.

Recommendations

Following the results of the 2013 Sleeping Giant Mineral Resource Estimate, InnovExplo recommends continuing the evaluation of the Sleeping Giant deposit. The proposed work program includes two phases: the first phase consists of geological interpretation, 3D modeling and diamond drilling; the second phase consists of a Pre-feasibility Study integrating the results of the first phase.

Phase IA: Interpretation and Modeling

• Interpretation of historical data to identify new high grade sites that could be added to the known resources;

• Construction of a 3D geological model to help increase the comprehension of the geometry of the gold-bearing vein network.

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Phase IB: Diamond drilling

• Upgrade Inferred Resources to Indicated Resources;

• Add Inferred Resources by extending known resources;

• Add Inferred Resources by identifying new resources.

Phase II: Mineral Resources update and Pre-feasibility Study with the following objectives:

• Determine the appropriate mining method to be adopted based on the geometry and grade of the mineralized zones, particularly those with dips less than 50 degrees;

• Determine the infrastructure required to access, develop and mine the mineralized zones;

• Estimate the capital cost;

• Estimate the operating cost;

• Estimate the cost and time frame for the diamond drilling program;

• Analyze the financial aspects of the project.

PHASE IA	Total cost
3D modelling and interpretation	$	40,000
Contingency (~15%)	$	6,000
Total Phase IA	$	46,000
PHASE IB		Total cost
Diamond Drilling	$	3,000,000
Definition and exploration drilling
Underground support and services during drilling program
Technical services and administration
Contingency (~15%)	$	450,000
Total Phase IB		3,450,000
PHASE II		Total cost
Pre-feasibility Study	$	217,500
Contingency (~15%)	$	32,625
Total Phase II	$	250,125
Grand Total Phase I and II	$	3,746,125

Advanced Properties

The Company has four advanced exploration projects which are: Vezza (Aurbec), Comtois (Maudore), Discovery (Aurbec) and Flordin (Aurbec). The Company does not consider the Comtois, Discovery and Flordin properties to be material at this time for the purposes of Regulation 43-101.

Vezza Property

The information below on the Vezza Property was taken from a technical report dated March 22, 2013, with an effective date of December 31, 2012 and entitled “Updated Mineral Resources, Vezza Property, Matagami Area, Québec (compliant with Regulation 43-101 and Form 43-101F1)” (the “Vezza Report”). The Vezza Report was prepared by Christian D’Amours, PGeo. from the consulting firm Géopointcom GPC of Val-D’Or Quebec (“GeoPointCom”), and by Tyson C. Birkett, Eng. PhD. and Valère Larouche, Eng. who were employees of Aurbec

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at the time of the Vezza Report. Messrs. D’Amours, Birkett and Larouche (collectively, the “Authors”) are Qualified Persons but only Mr. D’Amours is considered as independent from the Company and from Aurbec within the meaning of Regulation 43-101. The Mineral Resource estimate included in the Vezza Report is named “2013 Vezza Mineral Resource Estimate”. The Vezza Report was filed on SEDAR on May 6, 2013 and can be found at www.sedar.com.

The Vezza Property (the “Vezza Property”) also includes the mine and underground infrastructures located thereon. The Vezza Property was acquired by Maudore on March 22, 2013 through the acquisition of all the outstanding shares of Aurbec, which is the registered owner of a 100% interest in the mining titles forming the Vezza Property.

Property Description and Location

The Vezza Property is located in the Province of Quebec, approximately 25 kilometres to the south of the town of Matagami. The project site is at approximately 77°45’ W longitude and 49°31’ N latitude. The Vezza Property consists of 49 contiguous claims and one mining lease covering a surface area of 849.12 hectares in Vezza and Noyon townships. In addition to claims and a mining lease, Aurbec holds two surface leases which allow mining and stockpiling of crushed rock for backfill on the Vezza Property.

The Vezza Property is 100% owned by Aurbec. There is a 2% net smelter Royalty affecting the Vezza Property on any production in excess of 300,000 ounces from the Vezza Property, granted when Agnico-Eagle Mines Limited (“Agnico-Eagle”) first acquired the Vezza Property.

Activities at Vezza are permitted through a “Certificat d’autorisation” for mining. The installations and activities are also permitted through the Ministère du Développement durable, de l’Environnement, de la Faune et des Parcs and a government-accepted closure plan which Aurbec has funded as required by regulation.

Accessibility, Climate, Local Resources and Physiography

The Vezza Property is easily accessible by provincial highway 109, a principal paved regional road linking the town of Amos to Matagami, and by a five kilometre all-weather gravel road linking the Vezza Property to the paved highway.

This region experiences cold winters and generally warm summers. Snow accumulation and freeze-up of lakes begin in November and generally persist until April or early May.

The Abitibi region has a long history of mining activity, and mining suppliers and contractors are locally available. Matagami, the nearest community, some 25 kilometres from Vezza, has a population of 1,500 inhabitants (Canada 2006 census) and offers good industrial and community services.

Local topography is generally flat and is mostly characterized by swamps and thick overburden coverage. Elevation varies between 260 m and 300 m above sea level. The area falls within the boreal zone and the spruce and moss domain. The Vezza Property is locally characterized by swamps and peat bogs which are therefore classified as a bare to semi-bare wetland. The Allard River crosses the Vezza Property in its western part.

History

The resource and reserve estimates presented in this section are historical in nature. These historical estimates are not Regulation 43-101 compliant resources verified by a Qualified Person and the historical estimates should not be relied upon. The classification of the historical Mineral Resources and reserves does not follow the CIM Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on December 11, 2005, as amended. These historical estimates are, however, relevant as they demonstrate the potential resources on the Vezza Property.

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Pre Agnico-Eagle Era

Prior to 1984, the Vezza Property area received little attention with respect to exploration for metallic deposits. Exploration work from the late 1950s to early 1980s was directed mainly at testing electromagnetic (EM) conductors for base metal massive sulphides. As a result of discoveries in the Casa Berardi area some 100 kilometres to the west, exploration activity moved over into the Joutel and Matagami areas in the early 1980s. During 1984, Kennco Explorations Canada Limited (“Kennco”) acquired claims in the area and carried out reconnaissance ground geophysical surveys and one hole was drilled testing an electromagnetic conductor.

In early 1986, Dundee-Palliser and North American Rare Metals Ltd (“NARM”) acquired claims adjoining the Kennco ground, which were combined to the Kennco claims an option and joint venture agreement (joint venture). Starting in September 1986, Dundee-Palliser/NARM conducted systematic exploration work including airborne and ground geophysical surveys, reverse circulation overburden drilling (95 holes) and diamond drilling of 161 holes, including wedges, totalling 41,227 m. The Vezza gold deposit did not appear to have a distinct geophysical response, although various geophysical surveys were useful in interpretation of the geology.

Results of reverse circulation drilling indicated that anomalous gold was present in basal till in a 200 m by 500 m area immediately to the south and west of the deposit. The first diamond drill hole intersected 0.135 oz/ton Au over 6.2 ft. (4.2 g/t Au over 1.9 m) in the vicinity of a 1958 hole, which averaged 0.11 oz/ton Au over 8 ft. (3.4 g/t Au over 2.44 m).

Dundee-Palliser/NARM diamond drilling from December 1986 to June 1988 outlined a significant gold deposit. Based on 127 drill holes, the “geological reserves” (undiluted in situ basis) were estimated for the Vezza deposit using a cut-off grade of 0.10 oz/ton Au (3.1 g/t Au) and a minimum width of 2.0 m (Agnerian et al., 1989).

Historical Resources Estimates – Dundee-Palliser (1989)- Vezza Project

Zone	Tons		Au oz/t		Au oz		Tonnes		Au g/t
Undiluted Geological Reserves
Main Probable		1,483,000		0.166		246,178		1,345,229		5.2
Main Possible		596,000		0.148		88,208		540,632		4.6
Upper Probable		200,000		0.137		27,400		181,420		4.3

Source: Agnerian et al. (1989).

A Qualified Person has not done sufficient work to classify the historical estimate as current Mineral Resources. The Company is not treating the historical estimate as current Mineral Resources.

Agnico-Eagle Era

In 1989, Agnico-Eagle became involved in the project under an option agreement with Dundee-Palliser/NARM. During the acquisition, Agnico-Eagle drilled 18 additional holes to confirm and better define the Dundee-Palliser/NARM resources and also drilled deep holes from surface to test the deposit at depth. Ultimately, the decision was made to continue exploration from underground and the work was initiated in the fall of 1993.

By November 1995, Agnico-Eagle held an undivided interest in the Vezza Property and acquired a 15% NPI held by Dundee-Palliser and NAR Resources Ltd. Earlier, in 1994, Agnico-Eagle had purchased a 2% NSR interest held by Kennecott Canada Inc.

Agnico-Eagle conducted a two phase definition program over a four year period from the fall of 1993 through July 1997. Agnico-Eagle’s underground exploration program are provided in the table below. A three compartment shaft was sunk in two stages to a depth of 741 m. Shaft stations were cut at 50 m increments. Shaft infrastructure included an access station to the crusher and a loading station, with a spill door, a spill pocket, as well as a spill box installed to keep the shaft bottom and sump clean. Four levels were developed at 200 m, 300 m, 550 m, and 650 m depths.

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Agnico-Eagle’s 1993-1997 Underground Program- Vezza Project

Headings	Phase I		Phase II		Total
Shaft (m)		339		402		741
Track Drift (m)		1,006		1,498		2,504
Trackless Drift (m)		521		688		1,209
Diamond Drilling (m)		20,381		22,175		42,556

Exploration track drifts (40 lb rail) were driven to the east and west on each of these levels (200 m, 300 m, 550 m, and 650 m levels) for diamond drilling.

A total of 43,000 m of drilling was completed from underground to define the deposit during the two phases of Agnico-Eagle’s exploration program. The definition drilling was carried out from diamond drill platforms on a nominal 20 m by 20 m pattern and was initially conducted on a priority basis in advance of development in the mineralized zone. The platforms were also used for delineation drilling at variable 60 m by 60 m to 80 m by 80 m spacing beneath the 650 m level.

Development in the mineralized zone was conducted on the 200 m and 300 m levels during Phase 1 and the on the 550 m and 650 m levels during Phase 2. Phase 1 development comprised 521 m of trackless development in the mineralized zone and provided a bulk sample of 10,792 tonnes. Phase 2 development comprised 688 m of trackless development in the mineralized zone and provided a second bulk sample of 15,800 tonnes.

In 1997, Gauthier et al. (1997) updated resource estimates for the project on the basis of surface and underground drilling by Agnico-Eagle. The Vezza deposit was estimated to contain an undiluted geological “reserve” of 2.016 million tonnes grading 5.52 g/t Au (inclusive of a “mining reserve”). The geological “reserves” were estimated by using a capping factor of 30 g/t Au and a minimum width of 2.5 m. These estimates are historical in nature and are not considered to be compliant with Regulation 43-101.

Historical Resources – Agnico-Eagle Feasibility (1997) - Vezza Project

Zone	Tonnes		Au g/t		Au g		Au g/t
Undiluted Geological Probable Reserves
Contact		1,633,885		5.52		9,021,380		290,044
Surface Pillar		39,640		5.50		217,842		7,004
Below 650 Level		202,547		6.07		1,230,359		39,557
Total		1,876,072		5.58		10,469,580		336,605
Undiluted Geological Possible Reserves
		140,301		4.69		657,838		21,150
Total Undiluted Reserves
		2,016,373		5.52		11,127,418		357,755

A Qualified Person has not done sufficient work to classify the historical estimate as current Mineral Resources. The Company is not treating the historical estimate as current Mineral Resources.

The underground definition program clearly demonstrated the continuity of the mineralized zone initially defined from surface drilling. Agnico-Eagle concluded, however, that the project was not economic at the gold price of the time. The underground workings were allowed to flood and the surface assets were placed on a care and maintenance program. The project had been dormant since that time, until NAP began work in 2010.

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Geological Setting and Mineralization

The Vezza Property is located in the north-central part of the Abitibi Subprovince, a subdivision of the Superior Province, the Archean core of the Canadian Shield. The Abitibi Subprovince, commonly referred to as the Abitibi greenstone belt, comprises suites of volcano-Sedimentary assemblages and granitoid rocks that are Archean in age (>2.5 billion years old).

Principal lithologic units in the Vezza area comprise a mixed assemblage of predominantly mafic volcanic rocks and turbidite-type Sedimentary sequences. The Vezza gold deposit occurs within a major zone of shearing and Hydrothermal alteration, the “Vezza Fault”, located at the contact between clastic Sedimentary rocks (sandstone/siltstone) and mafic volcanic flows, both belonging to the Taïbi Sedimentary domain. The overall geometry of the deposit is planar and characterized by an east-west trend. The length of the deposit varies from 250 m (the 750 m level) to over 500 m (near surface) while its thickness varies in different places from approximately one metre to 10 m.

Gold mineralisation at Vezza is associated with silicified Sedimentary rocks at or near a faulted contact with metamorphosed mafic volcanic rocks. Although several zones have been recognised, most mineralisation is associated with this contact zone.

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Abitibi Subprovince of the Superior Province of the Canadian Shield (from Salmon & Pelz, 2010)

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Regional geology of the Vezza deposit (from Salmon & Pelz, 2010).

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Exploration and Drilling

In 2012, NAP drilled 7 holes for 1968.5 m some 300 m west of known zones in Vezza Property, and five holes of definition drilling for 871 m within the mine footprint. Seven diamond drill holes totalling 1968.5 metres were completed from surface during July and August, 2012. This program was designed to test the western continuation of the Vezza Mineralization. Drill hole locations were selected based on limited historical drilling results and the interpreted western extension of the mine horizon host rocks. Two stratigraphically-controlled zones of gold Mineralization were intersected:

1) The “Contact Zone”, located between metamorphosed siliceous Sedimentary rocks and metamorphosed mafic volcanic rocks (equivalent to the main zone at Vezza); and, 2) The “Upper Zone”, hosted by metamorphosed iron-rich Sedimentary rocks.

Significant analytical results are summarized in Table below. Drilling widths are estimated to represent 70 to 90% of the true width. Highlights include:

Drill Hole	From (m)		To (m)		Core Length (m)		Au (g/t)
V-12-247		117.95		118.75		0.80		1.30
V-12-248		67.50		68.30		0.80		1.29
V-12-249		202.10		203.20		1.10		1.96
V-12-250		327.12		331.30		2.68		2.76
		78.25		79.65		1.40		1.22
		93.65		94.25		0.60		0.63
V-12-251		95.75		97.20		1.45		0.63
		186.65		187.20		0.55		7.89
		189.50		190.25		0.75		0.51
		136.80		140.00		3.20		7.80
		141.80		143.15		1.35		0.67
		147.25		148.90		1.65		0.58
		151.60		154.45		2.85		2.57
V-12-252		156.45		157.95		1.50		1.91
		171.00		175.20		4.20		3.41
		262.70		265.30		2.60		2.37
		267.50		269.40		1.90		1.17
		275.00		275.60		0.60		0.84
		19.35		19.85		0.50		1.14
V-12-253		26.90		30.25		3.35		4.84
		142.10		142.90		0.80		4.09

Both the Contact Zone and the Upper Zone mineralisation are recognised in each section of drilling and remain open to the west and down-dip. Drilling to define deposit characteristics has been carried out largely from underground stations, with most drilling on sections as vertical fans. Drilling in 2012 was directed mostly to improving resource classification between levels 450 and 650.

Sample Preparation, Analysis and Security

Sampling of exploration and definition drilling since 2010 has been carried out to typical Canadian industry standards. Drill core is described in detail by qualified geologists (members of the Ordre des géologues or the Ordre des ingénieurs). Samples are selected based on lithology and alteration likely to indicate mineralised zones. These

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zones are sampled with buffer samples above and below in apparently non-mineralised core to assure that zones are closed.

Intervals for Sampling are marked on drill core, recorded in sample log books, and one part of the sample log page is stapled into the core box to mark the beginning of each interval. A second part of the log book page is placed in the sample bag by the core shack technician.

Samples, once selected by the geologists are passed to core shack technicians for Sampling and intervals are cut lengthwise with a rock saw. Sample bags are marked with the sample number from the sample log book, core is placed in the bag with a pre-printed tag from the log book, and each bag closed with a tie-wrap. Groups of approximately 10 samples are placed in a larger bag and transported to a laboratory for sample preparation and analysis.

During the course of the NAP’s work at Vezza, three laboratories have supplied analyses of gold. These laboratories are ALS Chemex Laboratories at Val-d’Or, Quebec, AGAT Laboratories in Sudbury, Ontario and the laboratory on the Sleeping Giant Property.

At all three laboratories, sample preparation is by stepwise reduction in particle size with splitting to achieve a representative 30-g sample of powder typically -200 mesh. Initial reduction is carried out with jaw crushers, followed by shatter-box grinding.

At ALS Chemex, samples are analysed initially by fire assay – atomic absorption methods (industry standard) with samples returning over 10 g/t Au re-analysed by fire assay – gravimetric methods. At AGAT Laboratories, samples are analysed by fire assay – ICP-OES methods, also widespread and standard in the mining industry. At AGAT, as well, samples returning more than 10 g/t Au are re-assayed by fire assay – gravimetric methods. At the Sleeping Giant laboratory, samples are analysed by fire assay – atomic absorption methods. Selected higher-grade samples are re-assayed by fire assay – gravimetric methods.

“Blank” samples are made of gold-barren crushed rock (industrial gravel) and are preferentially placed after a potentially high-grade sample. They are used to detect a possible contamination during the preparation or the assay of the samples. Among all the samples of the 2010 to 2012 Sampling, 249 blank were sent to ALS Chemex Laboratories, 12 to AGAT Laboratories and 55 to the laboratory of Sleeping Giant mine. From the results, Authors considered there was no significant contamination between samples analysed by ALS Chemex Laboratories and by the Sleeping Giant Laboratory, while results from the AGAT Laboratories show that contamination may have happened between the samples assayed. A new analysis of the samples belonging to the problematic batch returning high grades for blanks would be appropriate, in order to have a better confidence in the results.

Standards samples are Certified Referenced Materials (CRM) from RockLabs Ltd, with a 95% confidence assigned gold grade. During the 2010 to 2012 Sampling, 5 standards were used and sent to the three laboratories quoted above.

The Authors believe that the sample preparation, security and analytical procedures are correctly applied and correspond with the current standards of the mining industry. Results obtained by the laboratories are representative of the Mineralization in comparison with results obtained in the past for Vezza Property. The Authors conclude that the adequacy of analytical data is demonstrated for resources estimation purposes.

Date Verification

During the field visit in March 2013, GeoPointCom took five samples from two representatives drill holes intersecting the Contact Zone. Samples where securely sent to ALS Chemex in Val-d’Or and assay results where directly sent to GeoPointCom by the laboratory. Based on this analytical verification and extensive database validation, the Authors believe that all data used are of sufficient quality for the purpose of the Vezza Report.

Mineral Processing and Metallurgical Testing

There has been only limited Metallurgical Testing on Vezza samples. Laboratory tests and practical experience at Sleeping Giant mill where material from Vezza was treated concur at a rate of 700 tpd with 92% gold recovery.

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Mineral Resources Estimate

The 2013 Mineral Resources Estimation only concerns the Contact Zone. The other zones where not revisited. The effective date of the Vezza Report is December 31, 2012.

Drill hole Database

Drill hole information is conventionally stored in data base Access format using a specialized software (Géotic). The data collection contains 1,045 drill holes for a total length of 159,066 m. From these holes, 30,509 samples where cut for a total sampled length of 30,214 m. All the zones intercepted are marked within the database. The Contact Zone is represented by 795 intersections.

Both sides of the Contact Zone drill intersections where marked as the “Dilution” zone. Dilution zone is not a zone by itself but was used for evaluating the internal dilution grade when the true thickness of the Contact zone is less than 2m. The Contact Zone average true thickness is 2.65 m but it is less than 2 m for 32% of all intersections. This means that for almost 32% of the cells, an internal dilution factor was added for resources estimates.

All the drill hole information was also exported to Gemcom for interpretation and 3D modelling purposes. Both database formats are maintained.

Drill hole Sample Database

The Contact Zone contains 3,431 samples ranging from 0 to 103.0 g/t Au. The average grade is 5.18 g/t Au but when weighted by length, the average grade is 5.00 g/t Au. Thus the varying lengths seem to introduce only a very small bias. Finally, the coefficient of variation (CV) is only 1.34. This is considered as very low for a gold deposit.

High Grade Capping

It is common in the industry to remove some of the highest (aberrant) values from the assays distribution prior to compositing the samples. The main objective of this process is to make sure that the anomalous values could not affect grade estimation. With the development of statistical methods for estimating grade, this process became less important. Samples from Contact Zone have a CV of 1.34. The probability curve shows a straight line (within 95% confidence) in its upper part. The percentile distribution shows that only 9% of the total metal is expressed within the last percentile of samples. Considering this, the Authors did not recommend any limitation of the grade result prior to compositing.

Compositing Methods

Block Model and Kriging estimation methods require all samples to be of equal length. The Authors recommended to composite all samples to an equal length of 0.7 m. The method used consists of compositing all samples to an equal length for each intersection, redistributing small portions to all samples within the intersection. Thus composites are not equal to 0.7 m but as close as possible.

Mineral Resources Classification Criteria

The resource classification definitions used for the Vezza Report are those published by the Canadian Institute of Mining, Metallurgy and Petroleum in their document “CIM Definition Standards for Mineral Resources and Reserves”, as defined in the Glossary of this AIF.

Minimum Cut-off Value

To estimate the Cut-Off, the Authors have assumed the following economic parameters: i) gold price $1,525/oz (three year average); ii) milling cost $32/t; iii) mining $100/t; iv) transportation to mill $8/t; v) development $50/t; vi) gold recovery 92% and vii) specific gravity 2.83 g/cm³. Using these parameters, a Cut-Off of 4.2 g/t Au was calculated for the Indicated and Measured resources and of 3.0 g/t Au for the Inferred resources. 2013 Vezza Mineral Resource Estimate

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The 2013 Mineral Resources Estimate does not consider any external dilution but internal dilution was added where true thickness was less than two metres. Indicated Resources and Measured Resources where estimated using a Cut-Off of 4.2 g/t Au. Inferred Resources were estimated using a 3 g/t Cut-Off.

Contact Zone at 4.2 Cut-Off
	Metric Ton		Au (g/t)		Au (on)
Indicated resource		586,070		6.3		119,120
Measured resource		658,780		6.9		141,990
Total		1,244,860		6.5		261,110
Contact Zone at 3.0 Cut-Off
Inferred resource		435,830		4.9		68,540

There are currently no Mineral Reserves reported for Vezza Property.

Conclusion and Recommendation

The Authors of the Vezza Report concluded the following:

• The number of infilling drill holes and changes in variography understanding allowed upgrading many tonnes from the Indicated to the Measured category.

• The Cut-Off was changed (from 3.0 to 4.2 g/t Au).

• The ratio Measured/Indicated was multiplied by 5 during 2012.

• Total Resources (Indicated and Measured) are now estimated at 1 244 850 t grading 6.5 g/t Au for a total of 261 110 ounces of gold.

• Samples from face Sampling (chips) as well as muck samples should not be used for resource estimation.

In the Vezza Report, the Authors recommended drilling fewer holes in the infilling category and more in exploration farther laterally and downward on the Contact Zone. At the time of the Vezza Report, mining at Vezza was underway. Mining methods included sublevel development by Alimak raises and narrow-vein longhole production. Since the Vezza Report, due to decrease in the price of gold and high production costs, the Company stopped development at Vezza to focus on the development of Sleeping Giant. The Vezza Property is currently on care and maintenance.

Comtois Property

The Comtois property consists of 411 claims, for 15,539 hectares, (155 square kilometres). The property is located 15 kilometres northwest of the town of Lebel-sur-Quevillon, Abitibi region, Province of Quebec. The Comtois property is an advanced exploration project with the Osbell Gold Resource, notable gold prospects Comtois NW, Hudson and Greer, and many more. The Osbell Gold Resource has been the main focus of Maudore’s exploration efforts until December 2012.

All claims are 100% owned by the Company, except for 15 claims optioned from Newmont Canada Ltd (Newmont Option Claims), in the northern part of the property where Newmont retains 1.45% NSR Royalty on the Newmont Option Claims. The other 5% interest in the Newmont Option Claims is held by Société de Développement de la Baie James and will be converted into a 2% NSR Royalty (1% of which can be re-acquired by the Company for an amount of $250,000) in the event of commercial production. Claims that cover the Osbell deposit are subject to a

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10% NPI Royalty in favor of the original owner, which can be bought back with a one-time cash payment of $500,000.

Maudore filed a Mineral Resource estimate update for the Osbell Deposit and 43-101 Report on SEDAR on October 29, 2012, which reported a combined open pit and underground potential Mineral Resources of 8,463,800 tonnes at 2.0 g/t Au for 546,299 ounces gold (indicated) and 4,512,100 tonnes at 6.2 g/t Au for 902,436 ounces gold (inferred).

Depending on available resources, the Company may initiate baseline environmental work around the potential to construct a processing facility near the Osbell deposit. This facility would act as a central facility for the satellite deposits around this district such as the Flordin and Discovery projects (see descriptions below) that were inherited with the Aurbec properties. This facility would also be adjacent to the Laflamme property to the north.

Discovery Property

The Discovery property is formed by 124 claims with a total area of 3,371 hectares (33.7 square kilometers). The property lies about 30 kilometres northwest of Lebel-sur-Quevillon, Quebec.

The Discovery property is 100% owned by Aurbec. Twenty-eight claims of the property are subject to a Royalty of 1-3 NSR in favour of Homestake Canada Inc. In addition, fourteen claims subject to a 1% NSR Royalty are also subject to a Royalty of 20% net profits in favour of Xstrata. Forty-one claims are subject to a Royalty equal to the greater of 2% NSR Royalty or $1.00 per tonne for any mineral substance processed and/or sold, payable to previous owners.

Gold has been known on the property since the 1970’s, when the deposit was discovered by Homestake Mining Company. Gold at Discovery is located in steeply-dipping quartz-carbonate veins within a metamorphosed, deformed gabbro. In 2010 and 2011, NAP Quebec drilled 58 holes extending and detailing Mineralization over a Strike length of some 2 kilometres and at depth of 700 metres.

Further work at Discovery will include an updated estimate of Mineral Resources. Historical Mineral Resources estimate in 2008 were of measured resources of 3,109 tonnes grading 8.95 g/t for 895 ounces, indicated resource of 1,278,973 tonnes grading 5.74 g/t Au for 236,180 ounces and an inferred resource of 1,545,500 tonnes grading 5.93 g/t Au for 294,473 ounces.

The Discovery historical resource estimate is sourced from “Technical Report on the Scoping Study and Mineral Resource Estimate for the Discovery Project (according to Regulation 43-101 and Form 43-101F1)” by InnovExplo Inc., prepared by Carl Pelletier, PGeo for Cadiscor Resources Inc. in 2008. The historical estimate is not current today because additional diamond drilling completed by Aurbec since 2008 must be included, and the cut-off grade applied to the resource estimate must be re-evaluated in light of present market conditions (gold price, exchange rate, and mining cost). The Company believes that the historical estimate is reliable because Maudore has worked extensively with InnovExplo and the author since 2006, and believes that all work was completed at a high professional standard. Resource categories used in the historical estimate are in compliance with CIM Definition Standards on Mineral Resources and Mineral Reserves.

Parameters used are minimum mining width of 1.6 m (horizontal thickness), cut-off grade of 3 g/t Au, capping grade of 35 g/t Au, and specific gravity of 2.82 g/cm3. Polygonal on longitudinal method used cross sections to confirm grade and thickness, which were located on a longitudinal section, where polygons were traced and the volume and grade calculated (using AutoCAD and Promine software). In order to upgrade the historical estimate new drilling must be digitized, validated, and quality control protocols checked, prior to appending to the current drill database which will then be imported to GEMs software to generate a block model and estimate a Mineral Resource. All work must be completed by Qualified Persons and evaluated to the current 43-101 Standards for Mineral Projects. A Qualified Person has not performed sufficient work to classify the Discovery historical estimate as a current Mineral Resource; and Maudore is not treating the Discovery historical Mineral Resource estimate as a current Mineral Resource estimate.

No work is planned on the Discovery property in the short to mid-term.

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Flordin Property

The Flordin property comprises 40 claims which cover 591 hectares (5.9 square kilometres), located some 25 kilometres north of Lebel-sur-Quevillon, Quebec. The Flordin property is 100% owned by Aurbec. A 1% NSR Royalty is payable to IAMGOLD on future commercial production of the property. Aurbec has a pre-emptive right at any time to purchase back this Royalty for US$1,000,000. Moreover, 37 of these claims are subject to a 20% NPI Royalty in favour of Flordin Mines Ltd.

Gold Mineralization at Flordin has been known since the 1930’s and the deposit was initially drilled and explored as a prospect for underground mining. Gold grades, widths of mineralized zones and thin overburden have led to a re-evaluation of Flordin as an open pit deposit, with much improved prospects. Gold Mineralization at Flordin is located in deformed and boudinaged quartz-carbonate veins within a sequence of metamorphosed and sheared mafic igneous rocks (basalt and gabbro).

Work by Aurbec (formerly NAP Quebec) included surface trenching and drilling of 248 drill holes in 2010 and 2011. These drill holes covered much of the deposit on a 30 x 30 metres grid to a depth of 100 metres. This database now allows more detailed understanding of the economic potential of the Flordin gold zones.

A historical Mineral Resource estimate completed in 2011 reported a measured resource of 116,000 tonnes grading 3.25 g/t Au for 12,133 ounces Au, an indicated resource of 2,707,000 tonnes grading 1.77 g/t Au for 153,998 ounces Au, and an inferred resource of 2,199,000 tonnes grading 1.95 g/t Au for 137,561 ounces Au.

The Flordin historical resource estimate is sourced from “43-101 Technical Report and Resource Estimate on the Flordin Property (according to Regulation 43-101 and Form 43-101F1)” by InnovExplo Inc. and prepared by Pierre-Luc Richard, PGeo and Carl Pelletier, PGeo for North American Palladium Ltd in 2011, which was filed on SEDAR. The historical estimate is not current today because additional diamond drilling completed by Aurbec since 2011 must be included, and the cut-off grade applied to the resource estimate must be re-evaluated in light of present market conditions (gold price, exchange rate, and mining cost). The Company believes that the historical estimate is reliable because Maudore has worked extensively with InnovExplo and the authors since 2006, and believes that all work was completed at a high professional standard. Resource categories used in the historical estimate are in compliance with CIM Definition Standards on Mineral Resources and Mineral Reserves. InnovExplo used the squared inverse distance method to interpolate gold grades in a block model, and a pit-shell confined portions of the model. A minimum cut-off grade of 0.5 g/t Au was used for the open pit portion of the Mineral Resource Estimate and a minimum cut-off grade of 3.50 g/t Au was used for the underground model.

Drill hole intercepts were calculated to a 3.0 metres minimum true thickness and specific gravity of 2.8 t/m3 was used. In order to upgrade the historical estimate new drilling must be added to the database, validated and quality control protocols checked, prior to being appended to the current dataset for a subsequent block model, Mineral Resource estimate, and possible Whittle pit shell model. All work must be completed by Qualified Persons and evaluated to the current 43-101 Standards for Mineral Projects. A Qualified Person has not performed sufficient work to classify the Flordin historical estimate as a current Mineral Resource; and Maudore is not treating the Flordin historical Mineral Resource estimate as a current Mineral Resource estimate.

While no further work is anticipated in the near term, Flordin has been permitted for a bulk sample to be processed at the Sleeping Giant processing facility. Further work at Flordin would include an updated estimate of Mineral Resources once exploration efforts are resumed at this project. However, no work is planned on the Flordin property in the short to mid-term except for potential baseline environmental studies

Other Exploration Properties

Maudore has a prominent land position that extends 120 kilometres west-east along the Northern Volcanic Zone of the Abitibi Greenstone Belt. Maudore’s Comtois property with the Osbell Gold Resource is in the eastern part of Northern Volcanic Zone near Lebel-sur-Quevillon, and midway along the properties to the west is the Sleeping Giant Mine, a past producer that poured a million ounces of gold that now belongs to Maudore through the Aurbec acquisition. These two considerable gold deposits demonstrate the merit of the Northern Volcanic Zone.

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Despite excellent geology, the Northern Volcanic Zone of the Abitibi has received far less exploration success than elsewhere. Deep overburden and consequent lack of outcrop make it difficult to clearly understand controls on Mineralization once found. Detailed geophysics and expert geophysical interpretation are methods that Maudore will implement as it explores the Northern Volcanic Zone.

Maudore has completed property-wide hi-resolution aeromagnetics and radiometrics (100m lines spacing and low terrain clearance) that will provide new clarity for interpretation of geology and structure in the belt on its different properties. During the three first quarters of 2013 no exploration was completed on the exploration properties and no further exploration work is planned on a short to mid-term.

Properties (Maudore)
North Shore	77	43	Gold, VMS base metal and magmatic Cu-Ni PGE deposits
Bell	95	46	Felsic Volcanics with gold Mineralization
Sadie	152	86	Gold in a volcano sedimentary sequence
Cedar Rapids	73	23	Gold in intensively altered Shear zones
Pakodji	16	7	Semi-massive to massive sulphide lenses
Comtois Southwest	69	28	Gold in a volcano sedimentary sequence
Bernetz	84	37	Gold in felsic Volcanics
Fonteneau-Themines	78	44	Gold in felsic Volcanics
Sleeping Giant Southeast	215	121	Gold in felsic Volcanics
Mazarin-Glandelet	287	148	Magmatic CU-Ni PGE Mineralization
Dalet	456	226	Gold in felsic Volcanics
Properties (Aurbec)
Dormex	127	62	Narrow high grade quartz-sulphide veins
Cameron Shear (50%)	193	30	Gold in Shear zones
Florence	13	2	Gold in Shear zones
Montbray	28	11	Gold-bearing veins
Laflamme (42%)	723	371	Gold in a volcano sedimentary sequence
Harricana	93	52	Gold in Shear zones
Total	2,779	1,337

RISK FACTORS

An investment in the Company is speculative and involves a high degree of risk due to the nature of the Company’s business. Except for the extensive production history of the Sleeping Giant mine, there is limited production and development history for the other exploration and development projects of the Company’s mineral properties. The following risk factors, as well as risks not currently known to the Company, could materially adversely affect the Company’s future business, operations and financial condition and could cause them to differ materially from the estimates described in the forward-looking statements relating to the Company and should be read in conjunction with the Risk Factors in the Company’s year-end Management’s Discussion and Analysis which is available on SEDAR at www.sedar.com.

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Commodity price fluctuations.

The Company became a producing company in 2013 with the acquisition of Aurbec and gold production is currently ramping up at the Sleeping Giant property. Precious metal prices, such as gold prices, fluctuate widely and are affected by various factors beyond the Company’s control, including but not limited to: the sale or purchase of metals by various central banks and financial institutions, inflation or deflation, fluctuation in the value of the United States dollar, and global political and economic conditions. Declines in the prices of gold may adversely affect the Company’s development and mining activities, Common Shares price, financial results, life-of-mine plans and viability of mining projects. There is no guarantee that the gold price will not materially decrease in the future. For the year ended December 31, 2012, the Company did not utilize any hedging programs to mitigate the effect of commodity price movement.

Currency fluctuations may affect the costs of doing business.

The Company’s activities and offices are currently located in Canada and the costs associated with the Company’s activities are in majority denominated in Canadian dollar. However, the Company’s revenues from the sale of gold are in U.S. dollars and some of the costs associated with the Company’s activities in Canada are denominated in currencies other than the Canadian dollar. Any appreciation of the Canadian dollar vis-à-vis these currencies could increase the Company’s cost of doing business, mainly by reducing its revenues in Canadian dollars. For the year ended December 31, 2012, the Company did not utilize any hedging programs to mitigate the effect of currency movement.

The figures for Maudore’s Mineral Resources are estimates based on interpretation and assumptions and may yield less mineral production under actual mining conditions than is currently estimated.

The Mineral Resources presented in this document are estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the expected level of recovery will be realized. Such figures have been determined based upon assumed metal prices. Future production could differ dramatically from estimates due to Mineralization or formations different from those predicted by drilling, Sampling and similar examinations or declines in the market price of the metals may render the mining of some or all of the resources uneconomic.

Estimated mineral reserves or Mineral Resources may have to be recalculated based on changes in metal prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of Mineralization, estimated recovery rates or other important factors that influence mineral reserve or Mineral Resource estimates. The extent to which Mineral Resources may ultimately be reclassified as mineral reserves is dependent upon the demonstration of their profitable recovery. Any material changes in Mineral Resource estimates and grades of Mineralization will affect the economic viability of placing a property into production and a property’s return on capital. The Company cannot provide assurance that Mineralization can be mined or processed profitably.

The resource estimates contained in this AIF have been determined and valued based on assumed future prices and cut-off grades that may prove to be inaccurate. Extended declines in market prices for gold, silver and copper may render portions of the Company’s Mineralization uneconomic and result in reduced reported Mineralization. Any material reductions in estimates of Mineralization, or of the Company’s ability to extract this Mineralization, could have a material adverse effect on Maudore’s results of operations or financial condition.

There can be no assurance that any resource estimates for the Company’s mineral projects will ultimately be reclassified as mineral reserves. There can be no assurance that subsequent testing or future studies will establish proven and probable mineral reserves at the Company’s other properties. The failure to establish proven and probable mineral reserves could restrict the Company’s ability to successfully implement its strategies for long-term growth and could impact future cash flows, earnings, results of operations and financial condition.

Maudore will require external financing or may need to enter into strategic alliances or sell property interests to develop its mineral properties.

The Company will need external financing to develop and construct its mineral properties and projects. The mineral properties and projects that the Company is likely to develop are expected to require significant capital expenditures.

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The sources of external financing that the Company may use for these purposes include project or bank financing, or public or private offerings of equity or debt. The failure to obtain financing could have a material adverse effect on the Company’s growth strategy and results of operations and financial condition. In addition, the Company may have to postpone further exploration or development of, or sell, one or more of its properties.

In addition, the Company may enter into strategic alliances, decide to sell certain property interests, and may utilize one or a combination of all of these alternatives. There can be no assurance that the financing alternative chosen by the Company will be available on acceptable terms, or at all. In September of this year, Aurbec entered into the Milling Agreement with Abcourt. While this provides a means of maintaining milling operations for Maudore that allows the Company to also process limited feed from a remnant mining program during the transition to new higher grade resources, it also depends on Abcourt to be able to meet its production plans. Failure to provide all the agreed upon material through the toll Milling Agreement could cause the Company’s processing cost to increase proportionally.

Consensual restructuring agreement and indebtedness level of Maudore

The Company has partially financed the exploration and development of its mineral properties and projects and the acquisition of mineral properties and assets with debt. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. Any inability to borrow funds, or a reduction in favorability of terms upon which the Company is able to borrow funds, including the amount available to the Company, the applicable interest rate and the collateralization required, may affect the Company’s ability to meet its obligations as they come due, and adversely affect its business, financial condition, and results of operations, raising substantial doubts as to the Company’s ability to continue as a going concern.

On August 15, 2013, Promec registered a Notice of Legal Hypothec against the Vezza Project and the Sleeping Giant Property and filed a Bankruptcy Petition against Aurbec on August 27, 2013. While vigorously working to have the Bankruptcy Petition dismissed, the Company has been negotiating a consensual restructuring with its senior lender, its four major unsecured creditors and other stakeholders to implement its ongoing business plan being the restart of the mining operations at the Sleeping Giant Property. On September 30, 2013, in order to preserve cash while negotiations continue, the Company elected to defer the payment of the interest due to FBC pursuant to the Credit Agreement covering FBC’s $22 million secured term loan to Maudore. On October 3, 2013, the Company reported that it received a letter from Cyrus regarding defaults in the Credit Agreement and also reported on the state of negotiations with two major unsecured creditors with respect to each of Maudore and Aurbec. Cyrus put Maudore on notice that, while it is still prepared to proceed with a consensual restructuring which would see the major unsecured creditors join them in supporting Maudore’s business plan, Cyrus would move to enforce its security if agreements to implement a standstill and consensual restructuring were not signed by the Company’s four major unsecured creditors by October 7, 2013. This was subsequently extended until October 15^th when agreements were reached at both Aurbec and Maudore.

On October 15, 2013, the Company reported that agreements had been signed for the consensual restructuring of current debts owed to Cyrus, in its capacity as a manager to FBC, as well as with the major unsecured creditors of both Maudore and Aurbec.

The Maudore agreement covers $2.36 million of trade credit, of which $300,000 is to be repaid by November 30, 2013 with the balance due on October 30, 2014, with provision for additional payments.

The Aurbec agreement covers $4.33 million of trade credit, of which $562,000 is to be repaid by November 30, 2013 and a further $562,000 is to be repaid by April 30, 2014 for a total reduction of $1.12 million. The balance will be due on October 31, 2014. The Aurbec trade creditors will be granted the Vezza Hypothec to secure any outstanding balance until repaid. In consideration for the Vezza Hypothec and the payments by Aurbec, Promec has agreed to discharge the Legal Hypothec and to ask the court that the Bankruptcy Petition be withdrawn or dismissed.

The implementation of the consensual restructuring is subject to the satisfaction of a number of conditions, including the negotiation of final documentation and the receipt of all requisite regulatory approvals, all within a specific delay. The failure of these conditions to be satisfied within such delay could put into jeopardy the ability of the Company to implement the consensual restructuring and thereby have a material adverse effect on its business, financial condition and results of operations, raising substantial doubts as to the Company’s ability to continue as a going concern.

Furthermore, the Company’s ability to meet its debt service obligations, including under the consensual restructuring agreement, will depend on the Company’s future operations which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company. In the event of a violation by the Company of a credit covenant or any other default by the Company on its obligations relating to its indebtedness, the lender could declare such indebtedness to be immediately due and payable and, in certain cases, foreclose on the Company’s assets.

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General economic conditions may adversely affect the Company’s growth, future profitability and ability to finance.

The unprecedented events in global financial markets in the past several years have had a profound impact on the global economy. Many industries, including the mining industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. A worsening or slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and ability to finance. Specifically:

• the global credit/liquidity crisis could impact the cost and availability of financing and the Company’s overall liquidity;

• the volatility of metal prices would impact the Company’s revenues, profits, losses and cash flow;

• negative economic pressures could adversely impact demand for the Company’s production;

• construction related costs could increase and adversely affect the economics of any of the Company’s projects;

• volatile energy, commodity and consumables prices and currency exchange rates would impact the Company’s production costs; and

• the devaluation and volatility of global stock markets would impact the valuation of the Company’s equity and other securities.

Inability to meet production level and operating cost estimates relating to the Sleeping Giant Property.

Planned production levels and operating costs relating to the Sleeping Giant property are estimates. All of the Company’s estimates are subject to numerous uncertainties, many of which are beyond the Company’s control, including the availability of equipment and personnel, access, weather, accidents, equipment breakdown, the need for government and regulatory approvals and unexpected or uncontrollable increases in the costs of materials. Other risks include, but are not limited to, delays in obtaining sufficient financing, as well as unforeseen difficulties encountered during the development process including labour disputes and other risks that generally apply to the Company.

Mining is inherently risky and subject to conditions or events beyond Maudore’s control, which could have a material adverse effect on Maudore’s business.

Mining involves various types of risks and hazards, including:

• environmental hazards;

• industrial accidents;

• metallurgical and other processing problems;

• unusual or unexpected rock formations;

• structural cave-ins or slides;

• flooding;

• fires;

• power outages;

• labour disruptions;

• explosions;

• landslides and avalanches;

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• mechanical equipment and facility performance problems;

• availability of materials and equipment;

• metals losses; and

• periodic interruptions due to inclement or hazardous weather conditions.

These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties; personal injury or death, including to employees; environmental damage; delays in mining; increased production costs; asset write downs; monetary losses; and possible legal liability. The Company may not be able to obtain insurance to cover these risks at economically feasible premiums or at all. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, is not generally available to the Company or to other companies within the mining industry. The Company may suffer a material adverse impact on its business if it incurs losses related to any significant events that are not covered by its insurance policies.

Exploration, construction and production activities may be limited and delayed by inclement weather and shortened exploration, construction and development seasons.

The Company is subject to significant governmental regulation.

The Company’s operations and exploration and development activities in Canada are subject to extensive federal, state, provincial, territorial and local laws and regulations governing various matters, including:

• environmental protection;

• management and use of toxic substances and explosives;

• management of tailings and other wastes generated by the Company’s operations;

• management of natural resources;

• exploration and development of mines, production and post-closure reclamation;

• exports;

• price controls;

• taxation and mining royalties;

• regulations concerning business dealings with native groups;

• management of tailing and other waste generated by operations;

• labor standards and occupational health and safety, including mine safety; and

• historic and cultural preservation.

Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining, curtailing or closing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in the Company incurring significant expenditures. The Company may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of the Company’s operations and delays in the exploration and development of the Company’s properties.

The Company intends to fully comply with all environmental regulations. Environmental hazards may exist on the Company’s properties that are unknown to the Company at the present time, and that have been caused by previous owners or operators or that may have occurred naturally. The Company may be liable for remediating such damage.

Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulator or judicial authorities, causing operations to cease or to be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.

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Title and other rights to Maudore’s mineral properties cannot be guaranteed, are subject to agreements with other parties and may be subject to prior unregistered agreements, transfers or claims and other defects.

The Company cannot guarantee that title to its properties will not be challenged. The Company may not have, or may not be able to obtain, all necessary surface rights to develop a property. Title insurance is generally not available for mineral properties and the Company’s ability to ensure that it has obtained a secure claim to individual mineral properties or mining concessions may be severely constrained. The Company’s mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects.

In addition, the ability of the Company to continue to explore and develop the property may be subject to agreements with other third parties including agreements with native corporations and first nations groups.

Maudore has a history of losses and expects to incur losses for the foreseeable future.

The Company has a limited producing history and has incurred losses since its inception. The Company expects to continue to incur losses unless and until such time as its commercial production generates sufficient revenues to fund continuing operations. The Company incurred losses of $2,118,091 for the year ended December 31, 2012. The development of the Company’s properties will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of ongoing exploration and development, the results of consultant analysis and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, and the Company’s acquisition of additional properties, some of which are beyond the Company’s control. There can be no assurance that the Company will ever achieve profitability.

Maudore may be subject to legal proceedings.

Due to the nature of its business, the Company may be subject to numerous regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on the Company’s business.

Increased competition could adversely affect Maudore’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

The mining industry is intensely competitive. Significant competition exists for the acquisition of properties producing or capable of producing metals. The Company must compete to acquire additional mining properties with other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than the Company or are further advanced in their development or are significantly larger and have access to greater mineral reserves, for the acquisition of mineral claims, leases and other mineral interests. The Company may also encounter increasing competition from other mining companies in its efforts to hire experienced mining professionals. Increased competition could adversely affect the Company’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future. If the Company is unsuccessful in acquiring additional mineral properties or qualified personnel, it will not be able to grow at the rate it desires, or at all.

Maudore may experience difficulty attracting and retaining qualified management and technical personnel to meet the needs of its anticipated growth, and the failure to manage Maudore’s growth effectively could have a material adverse effect on the Company’s business and financial condition.

The Company is dependent on the services of key executives including the Company’s President and Chief Executive Officer and other highly skilled and experienced executives and personnel focused on managing the Company’s interests and the advancement of its mineral properties and projects in addition to the identification of new opportunities for growth and funding. Due to the Company’s relatively small size, the loss of these persons or

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the Company’s inability to attract and retain additional highly skilled employees required for the development of the Company’s activities may have a material adverse effect on the Company’s business or future operations.

There can be no assurance that Maudore will successfully acquire additional mineral rights.

Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any particular level of recovery of ore reserves will be realized or that any identified Mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. Moreover, mines have a depleting asset base which needs to be continually renewed. Estimates of reserves, Mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. If current exploration programs do not result in the discovery of commercial ore, the Company may need to write-off part or all of its investment in existing exploration stage properties, and may need to acquire additional properties. Material changes in ore reserves, grades, Stripping Ratios or recovery rates may affect the economic viability of any project.

Maudore’s future growth and productivity will depend, in part, on its ability to identify and acquire additional mineral rights, and on the costs and results of continued exploration and development programs. Mineral exploration is highly speculative in nature and is frequently non-productive. Substantial expenditures are required to:

• establish ore reserves through drilling and metallurgical and other testing techniques;

• determine metal content and metallurgical recovery processes to extract metal from the ore; and

• construct, renovate or expand mining and processing facilities.

If the Company does make further acquisitions, any positive effect on the Company’s results will depend on a variety of factors, including, but not limited to:

• assimilating the operations of an acquired business or property in a timely and efficient manner;

• maintaining the Company’s financial and strategic focus while integrating the acquired business or property;

• achieving identified and anticipated operating and financial synergies;

• unanticipated costs;

• diversion of management attention from existing business;

• potential loss of key employees or key employees of any business acquired;

• unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition;

• decline in the value of acquired properties, companies or securities;

• implementing uniform standards, controls, procedures and policies at the acquired business, as appropriate; and

• to the extent that the Company makes an acquisition outside of markets in which it has previously operated, conducting and managing operations in a new operating environment.

The risks and hazards associated with mining and processing pose operational and environmental risks.

Mining and processing operations involve many risks and hazards, including, among others: metallurgical and other processing problems; unusual and unexpected rock formations; ground or slope failures or underground cave-ins; environmental contamination; industrial accidents; fires; flooding and periodic interruptions due to inclement or hazardous weather conditions or other acts of nature; organized labour disputes or work slow-downs; mechanical equipment failure and facility performance problems; and the availability of critical materials, equipment and skilled labour. These risks could result in: damage to, or destruction of, the Company’s properties or production facilities, personal injury or death; environmental damage; delays in mining or processing; increased production costs; asset write downs; monetary losses, and legal liability.

The Company cannot be certain that its insurance will cover all of the risks associated with mining and processing or that it will be able to maintain insurance to cover these risks at economically feasible premiums. The Company could also become subject to liability for hazards against which it cannot insure or against which the Company may

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elect not to insure because of high premium costs or commercial impracticality. Such events could result in a prolonged interruption in operations that would have a negative effect on the Company’s ability to generate revenues, profits and cash flow. Losses from such events may increase costs and decrease profitability.

Material Control and Significant Influence with Respect to Matters put before the Shareholders

Based on publicly available information, the following persons (the “Majority Shareholders”) beneficially own, or control or direct, directly or indirectly, more than 10% of the outstanding Common Share as at October 21, 2013: (i) Cyrus, in its capacity as a manager to FBC, holds 7,254,505 Common SHares representing 15.36% of the issued and outstanding Common Shares, and (ii) Seager Rex Harbour holds 9,406,762 Common Shares, representing 19.91% of the issued and outstanding Common Shares.

None of the Majority Shareholders has indicated if or when it will reduce its holdings of Common Shares in the future. As a result of controlling a material percentage of the voting rights attached to all Common Shares, the Majority Shareholders will have significant influence with respect to all matters submitted to the Company’s shareholders for approval, including, without limitation, the election and removal of directors, amendments to the articles and by-laws of the Company and the approval of certain business combinations. In addition, so long as any of the Majority Shareholders (either alone or acting jointly or in concert with other shareholders) controls more than one-third of the Company’s total voting interests, their prior affirmative vote or written consent will be required for certain corporate actions that require shareholder approval by way of special resolution under the Business Corporations Act (Ontario).

The concentration of voting power with the Majority Shareholders may cause the market price of the Common Shares to decline, delay or prevent any acquisition of the Company or delay or discourage takeover bid attempts that shareholders may consider to be favorable, or make it more difficult or impossible for a third party to acquire control of the Company or effect a change in the board of directors and management. The Majority Shareholders’ interests may not in all cases be aligned with interests of the other shareholders of the Company. Each of the Majority Shareholders may have an interest in pursuing acquisitions, divestitures and other transactions that, in the judgment of its respective management, could enhance its equity investment, even though such transactions may involve risks to the other shareholders of Maudore and may ultimately affect the market price of the Common Shares. Any delay or prevention of a change of control transaction could deter potential acquirors or prevent the completion of a transaction in which the Company’s shareholders could receive a substantial premium over the then current market price for their Common Shares. Unless the Majority Shareholders were to agree in advance to a proposed change in control transaction, it will likely not be presented to holders of Common Shares. Moreover, the Majority Shareholders may decide for strategic or other reasons not to sell the Common Shares they control in a change of control transaction even in circumstances where the board of directors of the Company or holders of Common Shares may consider such transaction to be in the best interests of the Company and the holders of Common Shares.

Any of the foregoing could have a material adverse effect on the Company’s business, results of operation and financial condition as well as on the value of the Common Shares.

Some of the directors might have conflicts of interest as a result of their involvement with other natural resource companies.

Certain of the directors of the Company also serve or may serve as directors, or have significant shareholdings in, other companies involved in natural resource exploration and development or mining-related activities. To the extent that such other companies may participate in ventures in which the Company may participate in, or in ventures which the Company may seek to participate in, the directors may have a conflict of interest. In all cases where the directors have an interest in other companies, such other companies may also compete with the Company for the acquisition of mineral property investments. Such conflicts of the directors may result in a material and adverse effect on the Company’s profitability, results of operation and financial condition. As a result of these conflicts of interest, the Company may miss the opportunity to participate in certain transactions, which may have a material adverse effect on the Company’s financial position.

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Dependence on Outside Parties

The Company has relied upon consultants, engineers and others and intends to rely on these parties for exploration, development, construction and operating expertise. Substantial expenditures are required to construct mines, to establish mineral reserves through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes to extract the metal from the ore, to develop the exploration and plant infrastructure at any particular site. If such parties’ work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the Company.

Maudore competes with major mining companies and other natural resource companies in the acquisition, exploration, financing and development of new properties and projects.

Many of the companies Maudore competes with are more experienced, larger and better capitalized than the Company. The competitive position of the Company depends upon its ability to obtain sufficient funding and to explore, acquire and develop new and existing mineral-resource properties or projects in a successful and economic manner. Some of the factors which allow producers to remain competitive in the market over the long term are the quality and size of an ore body, cost of production and operation generally, and proximity to market. The Company also competes with other mining companies for skilled geologists and other technical personnel.

DIVIDEND POLICY

The Company has not declared or paid any dividends on its Common Shares since the date of its incorporation. The Company intends to retain its earnings, if any, to finance the growth and development of its business and does not expect to pay dividends or to make any other distributions in the near future. The Company’s board of directors (the “Board”) will review this policy from time to time having regard to the Company’s financing requirements, financial condition and other factors considered to be relevant.

DESCRIPTION OF CAPITAL STRUCTURE

The Company is authorized to issue an unlimited number of Common Shares without par value. The holders of the Company’s Common Shares are entitled to receive notice of and to attend all meetings of the Shareholders of the Company. Each Common Share carries one vote. The holders of Common Shares have the right to receive dividends if, as and when declared by the Board. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of its assets among its Shareholders for the purpose of winding-up its affairs, the holders of the Common Shares of the Company are entitled to receive the remaining property and assets of the Company on a pro rata basis.

As of October 21, 2013, the Company had 47,241,522 Common Shares issued and outstanding.

As of October 21, 2013, the Company had 880,000 Common Shares purchase warrants expiring on March 22, 2015 at an exercise price of $1.08 and 8,519,918 Common Shares purchase warrants expiring on April 12, 2015 at an exercise price of $1.13. The Company also had 127,840 agent’s compensation options units outstanding at an exercise price of $0.91 per unit, each unit being comprised of one Common Share and of one common share purchase warrant at an exercise price of $1.13, expiring on April 12, 2015.

MARKET FOR SECURITIES

The Common Shares are listed and posted for trading on the TSXV under the symbol “MAO”. The following table sets out the market price range and trading volumes of the Common Shares on the TSXV for the periods indicated.

Month	High ($)		Low ($)		Volume (shares)
January 2012		5.59		4.88		154,072
February 2012		5.47		4.75		165,442
March 2012		4.95		4.35		305,140
April 2012		4.70		3.80		329,794

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Month	High ($)		Low ($)		Volume (shares)
May 2012		4.40		2.70		530,932
June 2012		4.00		2.70		364,091
July 2012		3.30		2.25		617,878
August 2012		2.95		2.31		239,631
September 2012		3.45		2.27		350,468
October 2012		3.35		2.67		227,666
November 2012		2.98		2.05		218,933
December 2012		2.25		1.32		1,051,753

DIRECTORS AND EXECUTIVE OFFICERS

The directors of the Company as at December 31, 2012 were Kevin Tomlinson, Dr. Howard Carr, George Fowlie, Keith Harris, Dr. Daniel Harbour, Robert Pevenstein and Raynald Vezina. These directors were elected at the annual general and special meeting of the Company held on June 26, 2013, except Dr. Carr who was not a nominee. Gregory Struble was a nominee and was elected as a new director.

The following table sets forth the name, provinces or states and countries of residence, office held with the Company, date on which each first became a director, principal occupation during the last five years and number of Common Shares held by each of the directors and officers of the Company as of October 21, 2013.

Name, Province or State and Country of Residence	Offices Held	Term	Principal Occupation	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Kevin Tomlinson Surrey, United Kingdom	Director and Chairman	July 2012 - Present	Director of Centamin Plc, non-executive director of Samco Gold Limited and Deputy Chairman and Lead independent director Besra Gold Inc. since January 2012; Chairman of Medusa Mining Ltd. from 2005 to 2010; Chairman of Dragon Mountain Gold Ltd. from 2006 to 2008; Managing Director investment banking with Westwind Partners, Thomas Weisel Partners and Stifel Nicolaus from August 2006 to January 2012.		1,140,448
Gregory Struble(4) Michigan, United States	Director, President and CEO	June 2013 - Present	Mining Engineer with over 30 years of experience in underground mining. Executive Vice President and Chief Operating Officer for North American Palladium Ltd. from December 2010 to May 2013; Executive Vice President and Chief Operating Officer of		0

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Name, Province or State and Country of Residence	Offices Held	Term	Principal Occupation	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
			Stillwater Mining Company from February 2008 to August 2010; Project Manager for Barrick Gold Corporation from March 2007 to February 2008.
George Fowlie (1)(2) Ontario, Canada	Director, Deputy Chairman and Director of Corporate Development	July 2012 - Present	Managing Director of Grf Capital Advisors from February 2008 to present; Deputy Chairman and head of investment banking with Westwind Capital Partners from 2004 to 2008.		110,000
Dr. Daniel Harbour (2)(4) London, United Kingdom	Director	July 2012 - Present	Associate Professor of Cognitive Science of Language at Queen Mary University of London from July 2012 to present; Director of HDG Ltd. since March 2005 (private company); Trustee of The Harbour Foundation since March 2008.		0
Keith Harris (1)(2)(3) Ontario, Canada	Director	July 2012 - Present	President, corporate director and consultant of Naiscott Capital Corporation from January 2011 to present; President and Chief Financial Officer of Stifel Nicolaus Canada Inc. from January 2008 to December 2010; Chief Financial Officer of Westwind Partners Inc. from 2002 to 2008.		27,500
Robert L. Pevenstein (1)(3) Maryland, United States	Director	November 2010 - Present	President of Princeville Partners LLC. Chairman of Copper Mesa Mining Corporation from 2004 to present; Director of QuadraMed Corporation from 2003 to 2010; Chairman of QuadraMed Corporation from 2005 to 2010 and of unlisted American company, EMIDA Corporation.		16,000
Raynald Vezina (2)(3)(4) Quebec, Canada	Director	July 2012 - Present	Consultant Mining Engineer. Director and member of Audit Committee of Richmont Mines Inc. from October 2006 to May 2012; Director of Matamec Explorations Inc. from October		11,000

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Name, Province or State and Country of Residence	Offices Held	Term	Principal Occupation	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
			2004 to June 2008 and from October 2012 to present.
Claudine Bellehumeur Quebec, Canada	Chief Financial Officer	June 2013 - Present	Chartered Professional Accountant. Administration Manager and Controller of Aurbec from September 2009 to June 2013; Controller of SOQUEM Inc. from July 2006 to September 2009.		0
Denis Blondin Quebec, Canada	Vice-President, Operations	July 2013 - Present	Manager of the Quebec Operations for Aurbec from February 2010 to March 2013; Mining Superintendent for Cadiscor Resources Inc. from May 2009 to February 2010; Project Manager for Dia Bras Exploration from May 2005 to December 2008.		0

(1) Member of the Audit Committee

(2) Member of the Corporate Governance and Nominating Committee

(3) Member of the Compensation Committee

(4) Member of the Health, Safety, Environment and Sustainability Committee

Each of the directors of the Company holds office until the close of the next annual meeting of Shareholders of the Company or until their successors are duly elected or appointed.

To the knowledge of the management of the Company, as at October 21, 2013, no person beneficially owned, directly or indirectly, or exercised control or direction over more than 10% of the issued and outstanding securities of the Company, except Rex Harbour and Cyrus, who have declared in the System for Electronic Disclosure by Insiders (“SEDI”) that they were holding respectively 9,406,762 Common Shares (representing 19.9% of the outstanding Common Shares) and 7,254,505 Common Shares (representing 15.4% of the outstanding Common Shares). Mr. Harbour also declared he was holding 2,242,478 common share purchase warrants of the Company and Cyrus declared it was holding 3,627,252 common share purchase warrants of the Company. Such securities are held by Mr. Harbour indirectly through City Securities Ltd. and The Harbour Foundation and those held by Cyrus are held indirectly by FBC. Dr. Daniel Harbour, director of the Company, is a trustee of The Harbour Foundation.

As of the date hereof, the directors and executive officers of the Company as a group own beneficially, directly or indirectly, or exercise control or direction over approximately 1,304,948 Common Shares (representing approximately 2.8% of the outstanding Common Shares).

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set forth below, no director or executive officer is, as at the date of this AIF, or has been within the last ten years, a director, chief executive officer or chief financial officer of any company that:

(a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “Order”), which Order was issued while

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the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

(b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company.

Robert Pevenstein is a director of Copper Mesa Mining Corporation, a reporting issuer in the provinces of British Columbia, Ontario and Quebec. A cease trade order was issued in April 2010 against Copper Mesa Mining Corporation for failure to file its annual and interim financial statements which cease trade order is still in effect.

No director or executive officer of the Company or any shareholder holding a sufficient number of Common Shares of the Company to affect materially the control of the Company:

(a) is, as at the date of this AIF, or has been within the last ten years, a director or executive officer of any company 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 instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(b) has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his, her or its assets;

(c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(d) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to reasonable investor in making an investment decision regarding the Company.

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors and executive officers.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.

CORPORATE GOVERNANCE

Audit Committee

Regulation 52-110 – Audit Committees (“Regulation 52-110”) requires the Company to disclose annually in its AIF certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth below.

Audit Committee Charter

The charter of the Audit and Risk Committee of the Company (the “Audit Committee”) is attached to this AIF as Schedule A.

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Composition of the Audit Committee

The Audit Committee is currently composed of Messrs. Harris (Chair), Pevenstein and Fowlie. Under Regulation 52-110, a director of an audit committee is “independent” if he or she has no direct or indirect material relationship with the issuer, that is, a relationship which could, in the view of the Board, reasonably be expected to interfere with the exercise of the member’s independent judgment. The Board has determined that a majority of the members of the audit committee are independent. Mr. Fowlie is not considered as independent since he has been appointed as Deputy Chairman and Director of Corporate Development in December 2012. All Board members of the Audit Committee are “financially literate” within the meaning of Regulation 52-110.

Relevant Education and Experience of the Audit Committee Members

Keith Harris

Mr. Harris is a Chartered Accountant with over 20 years of experience in investment banking. He graduated with a Bachelor of Commerce degree from the University of Toronto, obtained his Chartered Accountant designation with Ernst & Young LLP, and is a member of the Ontario Institute of Chartered Accountants. Mr. Harris has been the President of Naiscott Capital Corporation, which specializes in financial advisory services, since January 2011. He is currently a director of Whiteknight Acquisitions II Inc., a capital pool company and director of Smart Employee Benefits Inc. since July 2012. Prior to his role with Naiscott Capital Corporation, from January 2008 to December 2010, he was the President and Chief Financial Officer of Stifel Nicolaus Canada Inc. (and its predecessor company Thomas Weisel Partners Canada Inc.), the Canadian broker-dealer subsidiary of Stifel Financial Corp., a financial holding company listed on the New York Stock Exchange. Prior to January 2008, Keith was the Chief Financial Officer of Westwind Partners Inc. which was acquired by Thomas Weisel Partners Inc. in January 2008. He has also served as Chief Financial Officer of Octagon Capital Corporation, an independent Canadian investment dealer providing opportunities and advice to institutional investors and corporate clients.

Robert L Pevenstein

Mr. Pevenstein is a Certified Public Accountant and member of the American Institute of CPA’s and is holder of a master in Business Administration from Pepperdine University (USA). He has been senior accountant for the firm Price Waterhouse in Washington from 1974 to 1977, adjunct assistant professor of accounting at the University of Maryland from 1976 to 1984, Vice-President Finance and Chief Financial Officer for Radiation Systems Inc., in Virginia from 1977 to 1987 and Senior Vice-President and Chief Financial Officer of New York Stock Exchange-listed United Nuclear Corporation, which was sold to General Electric in 1997. Mr. Pevenstein has also been Chairman of the audit committee of NASDAQ listed QuadraMed Corporation and of Copper Mesa Mining Corporation.

George Fowlie

Mr. Fowlie obtained his MBA from the University of Western Ontario and his ICD.D designation from The Directors Education Program at the Rotman School of Management, University of Toronto. Since February 2008, Mr. Fowlie has been Managing Director of Grf Capital Advisors, a financial advisory service for capital market participants primarily providing strategic planning services to companies in a wide range of industries. Over his 40 year career in corporate finance, he has gained extensive experience in commercial banking, merchant banking, investment banking, private equity and mezzanine debt funds. Prior to his role with Grf Capital Advisors, he served as deputy chairman and head of investment banking with Westwind Capital Partners, a U.S., Canadian and U.K. full service securities broker, from 2004 to 2008, which he helped to build into an international natural resource focused firm until it was acquired in 2008 by Thomas Weisel Partners. Mr. Fowlie is currently a member of the board of directors of the privately held companies Melford International Terminal Inc., Brunico Inc. and Cardswap.ca Inc. He also previously served as a member of the board of directors of several public companies listed on the Toronto Stock Exchange, including CFCF Inc., Telular Inc., PC Docs Inc. and Xenos Group Inc. and as the Chair of Outward Bound Canada.

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Audit Committee Oversight

At no time since the commencement of the Company’s financial year ended December 31, 2012 was a recommendation of the Audit Committee to nominate or compensate an external auditor adopted by the Board of directors of the Company.

Pre-approval Policies and Procedures for Audit Services

The Audit Committee must pre-approve all non-audit services to be provided to the Company by its external auditor.

External Auditor Service Fees

Since 2001, the Auditors of the Company have been Raymond Chabot Grant Thornton, LLP., Chartered Accountants (“RCGT”) of Val-d’Or, Quebec.

(a) Audit Fees

The total fees billed by RCGT in each of the last two fiscal years for audit services are as follows:

For the year ended December 31, 2011: $47,500

For the year ended December 31, 2012: $49,000

(b) Audit-Related Fees

The total fees billed by RCGT in each of the last two fiscal years for assurance and related services by Grant Thornton that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under (a) are as follows:

For the year ended December 31, 2011: $Nil

For the year ended December 31, 2012: $5,000

(c) Tax Fees

The total fees billed in each of the last two fiscal years for professional services rendered by RCGT for tax compliance, tax advice and tax planning are as follows:

For the year ended December 31, 2011: $Nil

For the year ended December 31, 2012: $25,600

(d) All Other Fees

The total fees billed in each of the last two fiscal years for products and services provided by RCGT, other than the services reported under clauses (a), (b) and (c) above are as follows:

For the year ended December 31, 2011: $Nil

For the year ended December 31, 2012: $4,650

Limitation of Audit Committee’s Role

While the Audit Committee has the responsibilities and powers set forth in its Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with applicable rules and regulations. These are the responsibilities of management and the independent auditor.

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Reliance on Exemptions

With the exception of what is indicated below, the Company did not rely on exemptions for “de minimis non-audit services” and on any other exemption set out in Sections 6 and 8 of Regulation 52-110 for the year ended December 31, 2012. Since the end of its financial year ended December 31, 2012, the Company relied on Section 6.1 of Regulation 52-110 to be exempted from the requirement of Section 3.1(3) of Regulation 52-110 which requires that each member of the Audit Committee shall be independent.

Notwithstanding that the Company is providing this information on the Audit Committee in this AIF, the Company is relying on the exemption set out in Section 6.1 of Regulation 52-110 with respect to certain reporting obligations set out in Part 5 of Regulation 52-110.

Other Board Committees

The Board of Directors has also designated a Compensation Committee consisting of Messrs. Pevenstein, Vezina and Harris, a Corporate Governance and Nominating Committee consisting of Messrs. Harbour, Harris, and Vezina and a Health, Safety, Environment and Sustainability Committee consisting of Messrs. Vezina, Harbour and Struble.

All of the directors of the Company hold office until the close of the next annual meeting of the Shareholders of the Company or until their successors are duly elected or appointed.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Management is not aware of any legal proceedings outstanding, threatened or pending as of the date hereof by or against the Company. During the year ended December 31, 2012, save and except for the Bankruptcy Petition discussed in this Annual Information Form under the heading “General Development of the Business – Development since January 1, 2013” the Company was not subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority;

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision; or

(c) any settlement agreements entered into before a court relating to securities legislation or with a securities regulatory authority.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed in this AIF, to the Company’s knowledge no director or executive officer of the Company or any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Common Shares or any associate or affiliate of any of the persons or companies referred to above has any material interest, direct or indirect, in any transaction which materially affected the Company or is reasonably expected to materially affect the Company since January 1, 2010.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is CST Trust Company, at its principal offices in Montreal and Toronto.

MATERIAL CONTRACTS

Other than as set out below, the Company did not enter into any material contracts, other than contracts entered into in the ordinary course of business, during the year ended December 31, 2012:

• Term Loans dated December 2012 for a total of $3.25 million from City Securities Ltd. and Monemvasia Pty Ltd.

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• Shareholders Rights Plan Agreement dated May 24, 2012 between Maudore and CIBC Mellon Trust Company.

INTERESTS OF EXPERTS

None of Rémi Verschelden, Geo., B.Sc. and Vincent Jourdain, Eng., PhD. of the consulting firm InnovExplo, Christian D’Amours, BSc., PGeo. of the consulting firm GeoPointCom and of Tyson C. Birkett, Eng., PhD. and Valère Larouche, Eng., each being companies or persons who have prepared reports relating to the Company’s mineral properties, or any director, officer, employee or partner thereof, as applicable, received or has received a direct or indirect interest in the property of the Company or of any associate or affiliate of the Company. As at the date hereof, the aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned companies and partnerships beneficially own, directly or indirectly, in total, less than one percent of the securities of the Company.

The auditors of the Company are Raymond Chabot Grant Thornton, LLP., Chartered Accountants, of Val-d’Or, Quebec. Raymond Chabot Grant Thornton, LLP report that they are independent of the Company in accordance with the Rules of Professional Conduct in Quebec, Canada.

None of the aforementioned persons, nor any director, officer, employee or partner, as applicable, of the aforementioned companies or partnerships, is currently exposed to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ADDITIONAL INFORMATION

Additional information, including details as to directors’ and officers’ remuneration, principal holders of the Company’s shares, options to purchase shares of the Company and certain other matters is contained in the Company’s Management Information Circular for its most recent annual meeting of Shareholders that involved the election of directors. Additional financial information is provided in the Company’s financial statements and related Management’s Discussion and Analysis for its year ended December 31, 2012. Copies of the above and other disclosure documents may be examined and/or obtained on SEDAR at www.sedar.com.

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SCHEDULE A

MAUDORE MINERALS LTD.

COMMITTEE MANDATE

AUDIT AND RISK-

1. Purpose and Scope

The Audit and Risk Committee (the “Committee”) of Maudore Minerals Ltd. (the “Corporation”) is a committee of the Board of Directors (the “Board”). The Committee shall oversee the accounting and financial reporting practices of the Corporation and the audits of the Corporation’s financial statements, and shall review, evaluate and monitor the Corporation’s risk management program, including risk assessment, quantification of exposure, risk mitigation measures, and risk reporting. This Mandate sets out the responsibilities and duties of the Committee, and describes the qualifications and status required to become a member of the Committee. The Committee will, periodically and as required, make recommendations to the Board regarding the financial information, risk profile and accounting practices of the Corporation, mainly with regard to the process of reporting and disclosure.

2. Membership

(a) Number of Members

The Committee shall be composed of three or more members of the Board.

(b) Independence of Members

A majority of the members of the Committee shall be independent within the meaning of the provisions of National Policy 58-201 Corporate Governance Guidelines, as may be amended from time to time, subject to any exemptions or relief that may be granted from such requirements.

(c) Term of Members

The members of the Committee shall be appointed annually by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Unless a Chair of the Committee (a “Chair”) is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee.

3. Meetings

(a) Frequency

The Committee shall meet as often as is necessary to carry out its duties and responsibilities.

(b) Convening

A meeting of the Committee may be convened by the Chair, a quorum of the Committee members, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, or the external auditors. All members of the Committee must be informed of any scheduled meeting and its agenda in a clear and timely fashion (allowing, nonetheless, that meetings may need to be called urgently, under extraordinary circumstances). In advance of any meeting, the Chair shall prepare and distribute an agenda of matters to be addressed at the meeting to the Committee members and others as deemed appropriate by the Chair.

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(c) Quorum

A quorum is a simple majority of the Committee. Committee business may only be transacted in meetings at which a quorum is present. At all meetings of the Committee, every question shall be decided by a majority of the votes cast. In case of an equality of votes, the Chairman of the meeting shall not be entitled to a second or casting vote.

(d) Attendance by Non Members

Any Director of the Corporation may attend meetings of the Committee, with the consent of the Chair; however, only Committee members are entitled to vote on Committee business. The Committee also may invite to its meetings any member of Management of the Corporation and such other persons as it deems appropriate in order to carry out its responsibilities and Mandate. The external auditors are entitled to attend and be heard at the Committee meeting convened for the review of annual financial reports and to any other meeting where the Committee may invite the auditors. At least once a year, the Committee shall meet with the external auditors and with Management in separate sessions to discuss any matters that the Committee, the auditors, or Management consider necessary. Meetings, or parts of meetings, shall be held without the presence of Management.

(e) Reporting

The Committee shall maintain minutes or other records of meetings and activities of the Committee in sufficient detail to convey the substance of all discussions held. Minutes approved by the Committee shall be circulated to the members of the Board in a timely fashion. However, the Committee may report orally to the Board on any matter requiring, in its view, the attention of the Board.

4. Duties and Responsibilities of the Committee

The Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorised to delegate by applicable laws and regulations. In addition to these functions and responsibilities, the Committee shall perform the duties required of an audit committee by any exchange where securities of the Corporation are traded, or any governmental or regulatory body exercising authority over the Corporation, as are in effect from time to time (collectively, the Applicable Requirements).

(a) Financial Reports

The Committee is responsible for overseeing the Corporation’s financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Corporation’s financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Corporation. The auditors are responsible for auditing the Corporation’s annual consolidated financial statements.

i. Review of annual financial reports. The Committee shall review the annual consolidated audited financial statements of the Corporation, the auditors’ report thereon, the related management discussion and analysis of the Corporation’s financial condition and results of operation (MD&A) and profit or loss press releases before the Corporation publically discloses this information. After completing its review, if advisable, the Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.

ii. Review of interim financial reports. The Committee shall review the interim consolidated financial statements of the Corporation, the related MD&A and profit or loss press releases before the Corporation publically discloses this information. After completing its review, if advisable, the Committee shall approve the interim financial statements and the related MD&A.

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iii. Review considerations. In conducting its review of the annual financial statements, the Committee shall, before such information is publicly disclosed by the Corporation:

A. meet with management and the auditors to discuss the financial statements and MD&A;

B. review the disclosures in the financial statements;

C. review the audit report or review report prepared by the auditors;

D. discuss with management, the auditors and internal legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;

E. review the accounting policies followed and critical accounting and other significant estimates and judgments underlying the financial statements as presented by management;

F. review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management, including requirements relating to complex or unusual transactions, significant changes to accounting principles and alternative treatments under International Financial Reporting Standards;

G. review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;

H. review managements report on the effectiveness of internal controls over financial reporting;

I. review the factors identified by management as factors that may affect future financial results;

J. review any complaints received by the Committee regarding accounting, internal accounting controls or auditing matters; and

K. review any other matters, related to the financial statements, that are brought forward by the auditors, management or which are required to be communicated to the Committee under accounting policies, auditing standards or Applicable Requirements.

iv. Approval of other financial disclosures. The Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Corporation, press releases disclosing, or based upon, financial results of the Corporation and any other material financial disclosure, including financial guidance provided to analysts, rating agencies or otherwise publicly disseminated.

v. Risk management process. The broad aim of risk management is to ensure that adequate procedures are in place to achieve the Corporation’s objectives regarding effective, efficient operations and safeguarding of the Corporation’s assets. Recognising the need for financial risk management, operational risk management, business risk management, and for revenue protection, the Committee shall periodically access and review the effectiveness of the Corporation’s procedures for the identification, assessment, reporting and management of risks including the areas of crisis management, capital expenditure, taxation strategy, funding, commodity and foreign exchange and interest rate exposure, insurance coverage, fraud and information systems technology.

(b) Auditors

The Committee shall be responsible for oversight of the work of the auditors, including the auditors work in preparing or issuing an audit report, performing other audit, review or attest services or any other related work.

i. Nomination and compensation. The Committee shall review and, if advisable, select and recommend for Board approval the external auditors to be nominated and the compensation of such external auditor. The Committee

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shall have ultimate authority to approve all audit engagement terms and fees, including the auditors audit plan.

ii. Resolution of disagreements. The Committee shall resolve any disagreements between management and the auditors as to financial reporting matters brought to its attention.

iii. Discussions with auditors. At least annually, the Committee shall discuss with the auditors such matters as are required by applicable auditing standards to be discussed by the auditors with the Audit Committee.

iv. Audit plan. At least annually, the Committee shall review a summary of the auditors annual audit plan. The Committee shall consider and review with the auditors any material changes to the scope of the plan.

v. Annual review report. The Committee shall review a report prepared by the auditors regarding each of the annual financial statements of the Corporation.

vi. Independence of auditors. At least annually, and before the auditors issue their report on the annual financial statements, the Committee shall obtain from the auditors a formal written statement describing all relationships between the auditors and the Corporation; discuss with the auditors any disclosed relationships or services that may affect the objectivity and independence of the auditors; and obtain written confirmation from the auditors that they are objective and independent within the meaning of the applicable Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which the auditors belong and other Applicable Requirements. The Committee shall take appropriate action to oversee the independence of the auditors.

vii. Requirement for pre-approval of non-audit services. The Committee shall approve in advance any retainer of the auditors to perform any non-audit service to the Corporation that it deems advisable in accordance with Applicable Requirements and Board approved policies and procedures. The Committee may delegate preapproval authority to a member of the Committee. The decisions of any member of the Committee to whom this authority has been delegated must be presented to the full Committee at its next scheduled Committee meeting.

viii. Approval of hiring policies. The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.

ix. Financial executives. The Committee shall review and discuss with management the appointment of key financial executives and recommend qualified candidates to the Board, as appropriate.

(c) Internal Controls

The Committee shall review the Corporation’s system of internal controls.

i. Establishment, review and approval. The Committee shall require management to implement and maintain appropriate systems of internal controls in accordance with Applicable Requirements, including internal controls over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Committee shall consider and review with management and the auditors:

A. the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Corporation’s internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non-financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on managements conclusions;

B. any significant changes in internal controls over financial reporting that are disclosed, or considered for disclosure, including those in the Corporation’s periodic regulatory filings;

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C. any material issues raised by any inquiry or investigation by the Corporation’s regulators;

D. any related significant issues and recommendations of the auditors together with managements responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

ii. Authority to Act. The Committee shall be authorised to:

A. access all records and corporate information that it determines are required in order to perform its duties;

B. seek any information it requires from any employee of the Corporation in order to perform its duties;

C. direct any employee of Corporation to cooperate with any request for information made by the Committee;

D. call any employee to be questioned at a meeting of the Committee as and when required; and

E. monitor the behaviour of the Corporation with respect to occupational health, safety, training, corporate social responsibility, and environmental matters.

(d) Compliance with Legal and Regulatory Requirements

The Committee shall review reports from the Corporation’s Corporate Secretary and other management members on: legal or compliance matters that may have a material impact on the Corporation; the effectiveness of the Corporation’s compliance policies; and any material communications received from regulators. The Committee shall review management’s evaluation of and representations relating to compliance with specific applicable law and guidance, and managements plans to remediate any deficiencies identified.

(e) Whistleblower Procedures

The Committee shall establish procedures for: the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters. Any such complaints or concerns that are received shall be reviewed by the Committee and, if the Committee determines that the matter requires further investigation, it will direct the Chair of the Committee to engage outside advisors, as necessary or appropriate, to investigate the matter and will work with management and the general counsel to reach a satisfactory conclusion.

(f) Committee disclosures

The Committee shall prepare, review and approve any Audit Committee disclosures required by Applicable Requirements in the Corporation’s disclosure documents.

(g) Authorisation

The Committee shall have authority to:

i. have unrestricted access to the Corporation’s management and employees and the books and records of the Corporation;

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ii. designate a subcommittee to review any matter that falls within this Mandate, as the Committee deems appropriate, to the extent permissible by Applicable Requirements;

iii. hire third party consultants or lawyers, at its own discretion and without the approval of the Board but nonetheless funded by the Corporation, in order to assist with an investigation of possible irregularities or potential fraudulent activities that come to its attention or for such other matters where the external auditors are unable to provide support.

(h) Compliance and Governance

The Committee shall:

i. review the Corporation’s policies and practices in light of current or forthcoming regulations, general business practice within the sector, or assessments by independent third parties;

ii. review this Mandate annually to monitor the Committee’s own compliance and to check the Mandate’s fitness for purpose.

5. Duties and Responsibilities of the Chair

The Chair of the Committee shall be appointed by Board annually and shall have the following specific duties:

(a) scheduling, chairing, and approving the agendas for meetings of the Committee;

(b) managing the affairs of the Committee;

(c) monitoring whether the Committee is working effectively;

(d) providing a link between the Committee and the Board;

(e) monitoring whether the Committee is receiving timely information of appropriate quality before, during and after Committee meetings.

6. No Rights Created

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Committees of the Board assist the Board in directing the affairs of the Corporation. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation’s Articles and By-laws, it is not intended to establish any legally binding obligations.

Adopted: October 2013

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EX-2.2

Exhibit 2.2

MAUDORE MINERALS LTD.

FINANCIAL STATEMENTS

2012

Maudore Minerals Ltd.

2000 Peel Street, Suite 620, Montreal, QC, H3A 2W5

Tel.: 514.439.0990 – Fax: 514.439.0590

Website: www.maudore.com – Email: info@maudore.com

TSX-V : MAO

Independent Auditor’s Report

	Raymond Chabot Grant Thornton LLP
	Place du Québec
	888 3rd Avenue
To the Shareholders of	Val-d’Or, Quebec J9P 5E6
Maudore Minerals Ltd
	Telephone: 819-825-6226
	Fax: 819-825-1461
	www.rcgt.com

We have audited the accompanying financial statements of Maudore Minerals Ltd, which comprise the statements of financial position as at December 31, 2012 and 2011 and the statements of comprehensive loss, the statements of change in equity and the statements of cash flows for the years ended December 31, 2012 and 2011 and a summary 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 in accordance with International Financial Reporting Standards and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

Partnership of Chartered Professional Accountants

Member of Grant Thornton International Ltd

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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Maudore Minerals Ltd as at December 31, 2012 and 2011 and its financial performance and its cash flows for the years ended December 31, 2012 and 2011 in accordance with International Financial Reporting Standards.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 2 in the financial statements which indicates that the Company has not yet generated any income or cash flows from operations and the Company’s cumulated deficit amount to $12,423,339 as at December 31, 2012. These conditions, along with other matters as set forth in Note 2, indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

¹

Val-d’Or

April 3, 2013

¹  CPA auditor, CA public accountancy permit no. A107240

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MAUDORE MINERALS LTD.

Statement of Financial Position

As at December 31, 2012 and 2011

(in Canadian dollars)

	Notes	December 31, 2012			December 31, 2011
		$			$
ASSETS
Current
Cash and cash equivalents	5		3,126,129			15,169,610
Tax credits receivable			149,286			3,682,447
Sales tax receivable			211,700			350,696
Prepaid expenses			40,513			56,699
			3,527,628			19,259,452
Non-current
Exploration and evaluation assets	6		44,480,107			28,687,459
Total assets			48,007,735			47,946,911
LIABILITIES
Current
Accounts payable and accrued liabilities			2,370,541			1,953,756
Liabilities related to the issuance of flow-through share units			—			5,435,214
			2,370,541			7,388,970
Non-current
Term loans	7		3,091,383			—
Deferred tax liabilities			5,040,954			1,995,278
			8,132,337			1,995,278
Total liabilities			10,502,878			9,384,248
EQUITY
Share capital	8.1		43,348,994			42,721,672
Contributed surplus			5,979,425			4,970,148
Warrants	8.2		599,777			1,176,091
Deficit			(12,423,339	)		(10,305,248	)
Total equity			37,504,857			38,562,663
Total liabilities and equity			48,007,735			47,946,911

The accompanying notes are an integral part of the financial statements.

These financial statements were approved and authorized for issue by the Board of Directors on April 3, 2013.

(S) Kevin Tomlinson	(S) Keith Harris
Director	Director

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MAUDORE MINERALS LTD.

Statement of Comprehensive Loss

Years ended December 31, 2012 and 2011

(in Canadian dollars)

	Notes		2012			2011
			$			$
EXPENSES
Salaries, remuneration and other employee benefits expense				529,925			255,711
Share-based compensation		9		672,300			1,510,115
Professional and contractual fees				939,126			387,653
Regulatory fees and shareholders relations				210,919			143,769
Publicity, travel and promotion				301,174			284,128
Office expenses				171,504			122,451
Bank charges				3,415			1,776
Professional fees related to proxy contest				1,687,825			—
Operating expenses				4,516,188			2,705,603
OTHER INCOME OR EXPENSES
Interest expense				(63,313	)		(6,203	)
Interest income				86,901			54,046
Loss before income taxes				(4,492,600	)		(2,657,760	)
Recovery of deferred income taxes				2,374,509			853,055
NET LOSS AND COMPREHENSIVE LOSS				(2,118,091	)		(1,804,705	)
Basic and diluted loss per share		11		(0.08	)		(0.07	)

The accompanying notes are an integral part of the financial statements.

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MAUDORE MINERALS LTD.

Statement of Change in Equity

Years ended December 31, 2012 and 2011

(in Canadian dollars)

	Number of shares outstanding		Share capital			Contributed surplus			Warrants			Deficit			Total equity
			$			$			$			$			$
Balance at January 1, 2011		23,400,380		28,395,563			3,469,634			297,366			(8,500,543	)		23,662,020
Net loss and comprehensive loss		—		—			—			—			(1,804,705	)		(1,804,705	)
Share-based compensation		—		—			1,925,875			—			—			1,925,875
Flow-through share units issued (note 8.1 and 8.2)		2,761,807		14,309,900			—			878,725			—			15,188,625
Exercise of share options (note 9)		532,000		1,092,561			(425,361	)		—			—			667,200
Share issue expenses a)		—		(1,076,352	)		—			—			—			(1,076,352	)
Balance at December 31, 2011		26,694,187		42,721,672			4,970,148			1,176,091			(10,305,248	)		38,562,663
Balance at January 1, 2012		26,694,187		42,721,672			4,970,148			1,176,091			(10,305,248	)		38,562,663
Net loss and comprehensive loss		—		—			—			—			(2,118,091	)		(2,118,091	)
Share-based compensation		—		—			713,800			—			—			713,800
Warrants expired		—		—			576,314			(576,314	)		—			—
Exercise of share options		247,500		668,162			(280,837	)		—			—			387,325
Share issue expenses a)		—		(40,840	)		—			—			—			(40,840	)
Balance at December 31, 2012		26,941,687		43,348,994			5,979,425			599,777			(12,423,339	)		37,504,857

The accompanying notes are an integral part of the financial statements.

a) Share issue expenses has been reduced by a deferred income tax of $15,029 ($429,143 in 2011).

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MAUDORE MINERALS LTD.

Statement of Cash Flows

Years ended December 31, 2012 and 2011

(in Canadian dollars)

		2012			2011
		$			$
OPERATING ACTIVITIES
Net loss			(2,118,091	)		(1,804,705	)
Adjustments
Recovery of deferred income taxes			(2,374,509	)		(853,055	)
Share-based compensation			672,300			1,565,875
Accrued interest related to the term loans			18,329			—
Structuring fees related to the term loans			5,454			—
Changes in working capital items	12		1,110,333			60,959
			(2,686,184	)		(1,030,926	)
INVESTING ACTIVITIES
Additions to exploration and evaluation assets			(16,450,334	)		(13,270,672	)
Tax credits received			3,693,981			431,388
			(12,756,353	)		(12,839,284	)
FINANCING
Issue of term loans			3,250,000			—
Term loans structuring fees			(182,400	)		—
Issue of flow-through share units			—			22,946,615
Issue of shares through exercise of share options			387,325			667,200
Share issue expenses			(55,869	)		(1,505,496	)
			3,399,056			22,108,319
Net change in cash and cash equivalents			(12,043,481	)		8,238,109
Cash and cash equivalents, beginning			15,169,610			6,931,501
Cash and cash equivalents, end			3,126,129			15,169,610
Additional information
Interest received from operating activities			88,213			51,840

The accompanying notes are an integral part of the financial statements.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

1. NATURE OF OPERATIONS

Maudore Minerals Ltd (hereinafter the “Company”) specializes in exploration of gold mining sites located in Canada. The Company was incorporated under the Ontario Business Corporations Act on September 20, 1996. The address of the Company’s principal place of business is 2000, Peel street, suite 620, Montreal, Quebec, Canada. The Company’s shares are listed on the TSX Venture Exchange under the MAO ticker.

2. GOING CONCERN ASSUMPTION AND COMPLIANCE WITH IFRS

The financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRS”) and on the basis of the going concern assumption, meaning the Company will be able to realize its assets and discharge its liabilities in the normal course of operations.

The Company has not yet determined whether its mineral properties contain mineral deposits that are economically recoverable, the Company has not yet generated any income or cash flows from its operations. As at December 31, 2012, the Company has a negative cumulated deficit of $12,423,339 ($10,305,248 as at December 31, 2011). These material uncertainties cast significant doubt regarding the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional financing to further explore its mineral properties. Even if the Company has been successful in the past in doing so, there is no assurance that it will manage to obtain additional financing in the future.

The carrying amounts of assets, liabilities, revenues and expenses presented in the financial statements and the classification used in the statement of financial position have not been adjusted as would be required if the going concern assumption was not appropriate.

3. SUMMARY OF ACCOUNTING POLICIES

3.1 Overall considerations

The significant accounting policies that have been applied in the preparation of these financial statements are summarized below.

3.2 Basis of evaluation

The financial statements are prepared using the historical cost method.

3.3 Functional and presentation currency

The financial statements are presented in Canadian dollars, which is the Company’s functional currency.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

3. SUMMARY OF ACCOUNTING POLICIES (CONT’D)

3.4 Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs except for those carried at fair value though profit or loss which are measured initially at fair value.

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.

A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires.

Financial assets and financial liabilities are measured subsequently as described below.

Financial assets

For the purpose of subsequent measurement, financial assets are classified into the category loans and receivables upon initial recognition.

The category determines subsequent measurement and whether any resulting income and expense is recognized in profit or loss or in other comprehensive income. All income and expenses relating to financial assets that are recognized in profit or loss are presented within Finance costs or Interest income, if applicable.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortized cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents fall into this category of financial instruments.

Impairment of financial assets

All financial assets, except for those at fair value through profit or loss, are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired.

Objective evidence of impairment could include:

• Significant financial difficulty of the issuer or counterparty;

• Default or delinquency in interest or principal payments; or

• It is becoming probable that the borrower will enter bankruptcy or financial reorganization.

Financial liabilities

The Company’s financial liabilities include accounts payable and accrued liabilities and term loans.

Financial liabilities are measured subsequently at amortized cost using the effective interest method.

All interest-related charges are reported in profit or loss within interest and structuring fees related to the term loans.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

3. SUMMARY OF ACCOUNTING POLICIES (CONT’D)

3.5 Basic and diluted loss per share

Basic loss per share is calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by adjusting loss attributable to ordinary equity holders of the Company, and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares which include options and warrants. Dilutive potential ordinary shares shall be deemed to have been converted into ordinary shares at the average market price at the beginning of the period or, if later, at the date of issue of the potential ordinary shares.

3.6 Cash and cash equivalents

Cash and cash equivalents comprise cash in bank, bankers acceptances and demand deposits, together with other short-term, highly liquid investments with original maturities of three months or less, and that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

3.7 Tax credits receivable

The Company is entitled to a refundable tax credit on qualified exploration expenditures incurred and refundable credit on duties for losses under the Mining Tax Act. These tax credits are recognized as a reduction of the exploration and evaluation expenses incurred.

3.8 Exploration and evaluation expenses and evaluation and exploration assets

Exploration and evaluation expenses are costs incurred in the course of initial search for mineral deposits with economic potential. Costs incurred before the legal right to undertake exploration and evaluation activities are recognized in profit or loss when they are incurred.

Once the legal right to undertake exploration and evaluation activities has been obtained, the costs of acquiring mineral rights, expenses related to the exploration and evaluation of mining properties, less tax credits related to these expenses are recorded as exploration and evaluation assets. Expenses related to exploration and evaluation include topographical, geological, geochemical and geophysical studies, exploration drilling, trenching, sampling and other costs related to the evaluation of the technical feasibility and commercial viability of extracting a mineral resource. The various costs are capitalized on a property-by-property basis pending determination of the technical feasibility and commercial viability of extracting a mineral resource. These assets are recognized as intangible assets and are carried at cost less any accumulated impairment losses. No depreciation expenses are recognized for these assets during the exploration and evaluation phase.

Whenever a mining property is considered no longer viable, or is abandoned, the capitalized amounts are written down to their recoverable amounts (see Note 3.9); the difference is then immediately recognized in profit or loss. When technical feasibility and commercial viability of extracting a mineral resource are demonstrable, exploration and evaluation assets related to the mining property are transferred to property and equipment in Mining assets under construction. Before the reclassification, exploration and evaluation assets are tested for impairment (see Note 3.9) and any impairment loss is recognized in profit or loss before reclassification. To date, neither the technical feasibility nor the commercial viability of a mineral resource has been demonstrated.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

3. SUMMARY OF ACCOUNTING POLICIES (CONT’D)

Although the Company has taken steps to verify title to the mining properties in which it holds an interest, in accordance with industry practices for the current stage of exploration and development of such properties, however these procedures do not guarantee the validity of the Company’s titles. Property titles may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

3.9 Impairment of Exploration and evaluation assets

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at a cash-generating unit level.

Whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, an asset or cash-generating unit is reviewed for impairment. Impairment reviews for exploration and evaluation assets are carried out on a project by project basis, with each project representing a potential single cash generating unit. Additionally, when technical feasibility and commercial viability of extracting a mineral resource are demonstrable, the exploration and evaluations assets of the related mining property are tested for impairment before these items are transferred to property and equipment.

An impairment loss is recognized in profit or loss for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount of an asset or a cash generating unit is the higher of its fair value less cost to sell and its value in use. An impairment charge is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.

3.10 Provisions

Provisions are recognized when present obligations as a result of a past event will probably lead to an outflow of economic resources from the Company and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events, for example, legal disputes, decommissioning, restoration and similar liabilities, or onerous contracts.

The Company’s operations are governed by government environment protection legislation. Environmental consequences are difficult to identify in terms of amounts, timetable and impact. The Company’s operations are in compliance with current laws and regulations. When the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated, a restoration provision will be recognized in the cost of the mining property when there is constructive commitment that has resulted from past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be measured with sufficient reliability.

In those cases where the possible out flow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognized, unless it was assumed in the course of a business combination.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. At December 31, 2012 and 2011, there is no provision in the statement of financial position.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

3. SUMMARY OF ACCOUNTING POLICIES (CONT’D)

3.11 Employee benefits

The cost of short-term employee benefits (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses,) is recognized in the year in which the services are rendered and is not discounted.

The expected cost of compensated absences is recognized in profit or loss as the employees render services that increase their entitlement. The cost of bonus payments is recognized in profit or loss when there is a legal or constructive obligation to make such payments as a result of past performance.

3.12 Operating lease agreements

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments under an operating lease are charged to the statement of comprehensive loss or capitalized in the exploration and evaluation assets on a straight-line basis over the period of the lease. Related expenses, such as maintenance and insurance expenses are charged as incurred.

3.13 Income taxes

Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity. However, since the Company is at the exploration stage there is no taxable income, the tax cost recognized on income represents solely deferred tax. Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. Deferred tax liabilities are always recognized in whole.

Deferred tax assets and liabilities are offset only when the Company has a right and intention to set off current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognized as deferred income tax in net comprehensive income, except where they relate to items that are recognized in other comprehensive income or directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or equity, respectively.

Under the provisions of tax legislation relating to flow-through shares, the Company is required to transfer its right to tax deduction related to exploration activities to the benefit of the investors. When the Company fulfilled its obligation to transfer this right, which arise when the company incurred eligible expenses, and the Company has renounced to tax deduction, a deferred tax liabilities is recognized for the temporal difference between eligible expenses recorded under asset in the statement of financial position and their tax base.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

3. SUMMARY OF ACCOUNTING POLICIES (CONT’D)

3.14 Equity

Share capital represents the amount received on the issue of shares, less issuance costs net of any income tax benefit on the related financing expenses. When shares are issued, following the exercise of share options or warrants, this item also includes the compensation recognized previously to contributed surplus and warrants.

Flow-through placements

Issuance of flow-through share units represents in substance an issue of ordinary shares, warrants and the sale of a right to tax deductions to the benefit of investors. At the time of issue of flow-through share units, the disposal of the right to tax deductions is deferred and presented as liabilities related to the issuance of flow-through share units in the statement financial position. The proceeds received of flow-through placements are allocated between share capital, warrants and other liabilities using the residual method. Proceeds are allocated to shares according to the fair value at the time of issuance then to warrants according to their fair value at the time of issuance and the residual proceeds are allocated to liabilities related to the issuance of flow-through share units. The fair value of warrants is determined using the Black Sholes evaluation model. When the Company has renounced to its tax deductions right and has incurred eligible expenditures, the amount recognized as liabilities related to the issuance of flow-through share units is reversed and recognized to profit or loss as a deduction to differed tax expenses.

Other elements of equity

Contributed surplus includes charges related to share options until such equity instruments are exercised and charges related to warrants expired. When options are exercised, corresponding compensation costs are transferred to share capital.

Warrants included expenses relating to warrants until the exercise of the warrants. When the warrants are exercised corresponding compensation are transferred to share capital. When the warrants are expired, the corresponding charges are transferred to contributed surplus.

Deficit includes all current and prior period retained profits or losses.

3.15 Share-based compensation

The Company operates an equity-settled share-based remuneration plan (share options plan) for its eligible directors, officers, employees and consultants. The Company’s plan does not feature any options for a cash settlement.

All goods and services received in exchange for the grant of any share-based payments are measured at their fair values unless that fair value can not be estimated reliably. In that case the fair value of goods and services received will be valued according to the fair value of the equity instrument granted. Where employees or third party providing services similarly to those of employees, are rewarded using share-based payments, the fair value of the services rendered by the employees is determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions.

All equity-settled share-based payments (except for warrants issued to brokers) are ultimately recognized as an expense in the profit or loss or capitalized as an exploration and evaluation asset, depending on the nature of the payment with a corresponding credit to Contributed surplus, in equity. Warrants issued to brokers are recorded as issuance cost of financial equity instruments and the counterpart as a warrants within equity.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

3. SUMMARY OF ACCOUNTING POLICIES (CONT’D)

If vesting periods or other vesting conditions apply, the expense is allocated over the vesting year, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior period if share options ultimately exercised are different to that estimated on vesting.

Upon exercise of share options, the proceeds received net of any directly attributable transaction costs and the corresponding compensation cost recognized in contributed surplus are recorded to share capital.

3.16 Interests

Interest expenses on term loans are reported on an accrual basis using the effective interest method.

3.17 Segmental reporting

The Company presents and discloses segmental information based on the internal reports that are regularly reviewed by the Chairman and the Board of Directors in order to assess each segment’s performance. The Company has determined that there was only one operating segment: Sector of exploration and evaluation.

3.18 Accounting standards issued but not yet effective

At the date of authorization of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Company. These standards will be adopted at the effective date.

Management anticipates that all of the pronouncements will be adopted in the Company’s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Company’s financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have been issued but are not expected to have an impact on the Company’s financial statements.

a) IFRS 9, International Financial Reporting Standard, (“IFRS 9”)

IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses recognition, classification, derecognition and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments, and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent not clearly representing a return of investment, are recognized in profit or loss; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

3. SUMMARY OF ACCOUNTING POLICIES (CONT’D)

Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39, Financial Instruments – Recognition and Measurement, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income. This standard is required to be applied for accounting periods beginning on or after January 1, 2015, with earlier adoption permitted. The company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

b) IFRS 13, Fair Value Measurement, (“IFRS 13”)

IFRS 13 provides guidance on how fair value should be applied where its use is already required or permitted by other standards within IFRS, including a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. Management does not anticipate impact on the Company’s financial statements for this standard except maybe for the disclosure. IFRS 13 was issued by the IASB on May 12, 2011 and is effective for annual periods beginning on or after January 1, 2013.

4. CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS

When preparing the financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below.

4.1 Significant management judgment

a) Impairment of assets and exploration and evaluation assets

Determining if there are any facts and circumstances indicating impairment loss or reversal of impairment losses are a subjective process involving judgment and a number of estimates and interpretations in many cases. Determining whether to test for impairment of exploration and evaluation assets requires management’s judgment, among others, regarding the following: the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; substantive expenditure on further exploration and evaluation of mineral resources in a specific area is neither budgeted nor planned; exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; or sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

b) Deferred income taxes

The assessment of availability of future taxable profits involves judgment. A deferred tax asset is recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilized. Judgment is also involved in the determination of the expected manner of realization or settlement of the carrying amount of the Company’s assets and liabilities which is expected to be through the sale of the Company’s assets.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

4. CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS (CONT’D)

4.2 Significant estimations

a) Impairment of assets and exploration and evaluation assets

When an indication of impairment loss or a reversal of an impairment loss exists, the recoverable amount of the individual asset must be estimated. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash generating unit to which the asset belongs must be determined.

There was no impairment loss of the exploration and evaluation assets recognized in profit or loss for the years ended December 31, 2012 and 2011.

b) Share-based payments

The estimation of share-based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Company has made estimates as to the volatility of its own share, the probable life of share options and warrants granted and the time of exercise of those share options and warrants. The model used by the Company is the Black-Scholes valuation model.

5. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include the following components:

	December 31, 2012		December 31, 2011
	$		$
Cash		3,126,129		5,375,872
Banker acceptances, 0.45% to 0.72% maturing from January to March 2012		—		9,793,738
Cash and cash equivalents		3,126,129		15,169,610

As at December 31, 2012, the Company holds $2,000,894 (nil as at December 31, 2011) of cash in a saving bank account earning interest at 0.45% (from $1 to $59,999), 0.65% (from $60,000 to $500,000) and 1.35% (from $500,000 to $10,000,000).

As at December 31, 2011, cash and cash equivalents include an amount of $15,169,610 that represents the balance on flow-through financing not spent according to the restrictions imposed by these financing arrangements. The Company has to dedicate these funds to expenses on exploration and evaluation assets. All exploration work relating to the 2011 flow-though financing were completed before December 31, 2012.

- 16 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSETS

Summary of exploration and evaluation assets

	December 31, 2012		December 31, 2011
	$		$
Mining rights		710,469		557,248
Exploration and evaluation expenses		43,769,638		28,130,211
Total, exploration and evaluation assets		44,480,107		28,687,459

Mining rights:

	January 1, 2012		Additions		December 31, 2012
	$		$		$
Abitibi, Quebec
Comtois		383,168		65,202		448,370
Sadie		15,991		8,864		24,855
Sleeping Giant S-E		18,582		3,935		22,517
Bell		5,193		5,561		10,754
Fontenau-Themines		6,069		3,994		10,063
North Shore		11,431		5,653		17,084
Bernetz		6,812		1,737		8,549
Cedar Rapids		12,640		11,497		24,137
Mazarin-Glandelet		37,873		21,421		59,294
Dalet		58,301		22,710		81,011
Pakodji		1,188		1,057		2,245
Comtois Southwest		—		1,590		1,590
Total, mining rights		557,248		153,221		710,469
	January 1, 2011		Additions		December 31, 2011
	$		$		$
Abitibi, Quebec
Comtois		371,742		11,426		383,168
Sadie		15,991		—		15,991
Sleeping Giant S-E		18,382		200		18,582
Bell		5,193		—		5,193
Fontenau-Themines		6,069		—		6,069
North Shore		10,054		1,377		11,431
Bernetz		6,560		252		6,812
Cedar Rapids		11,478		1,162		12,640
Mazarin-Glandelet		35,876		1,997		37,873
Dalet		38,899		19,402		58,301
Pakodji		1,188		—		1,188
Total, mining rights		521,432		35,816		557,248

- 17 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSETS (CONT’D)

Exploration and evaluation expenses:

	January 1, 2012		Additions		Tax credits			December 31, 2012
	$		$		$			$
Abitibi, Quebec
Comtois		23,831,343		11,033,029		(160,820	)		34,703,552
Hudson, Newmont option		204,319		1,321,479		—			1,525,798
Sadie		286,061		6,648		—			292,709
Sleeping Giant S-E		629,891		130,383		—			760,274
Bell		341,491		188,433		—			529,924
Fontenau-Themines		204,322		122,967		—			327,289
North Shore		898,019		588,975		—			1,486,994
Bernetz		183,923		146,500		—			330,423
Cedar Rapids		220,563		117,269		—			337,832
Mazarin-Glandelet		437,814		577,909		—			1,015,723
Dalet		297,494		1,313,997		—			1,611,491
Pakodji		48,131		149,158		—			197,289
Comptois Southwest		546,840		103,500		—			650,340
Total, exploration and evaluation expenses		28,130,211		15,800,247		(160,820	)		43,769,638

	January 1, 2011		Additions		December 31, 2011
	$		$		$
Abitibi, Quebec
Comtois		13,123,819		10,707,524		23,831,343
Hudson, Newmont option		204,319		—		204,319
Sadie		249,078		36,983		286,061
Sleeping Giant S-E		284,343		345,548		629,891
Bell		117,493		223,998		341,491
Fontenau-Themines		126,678		77,644		204,322
North Shore		192,717		705,302		898,019
Bernetz		140,835		43,088		183,923
Cedar Rapids		6,192		214,371		220,563
Mazarin-Glandelet		50,800		387,014		437,814
Dalet		412		297,082		297,494
Pakodji		22,586		25,545		48,131
Comptois Southwest		178,163		368,677		546,840
Total, exploration and evaluation expenses		14,697,435		13,432,776		28,130,211

- 18 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSETS (CONT’D)

6.1 Comtois

The Company holds the Comtois property located northwest of the town of Lebel-sur-Quévillon. Part of the property, designated “Osborne”, comprising 12 claims, is subject to a royalty of 10% NPI which can be bought back with a one-time cash payment of $500,000.

6.2 Hudson, Newmont option

On June 1, 2001, the Company signed a letter of intent with Newmont Canada Ltd. (Newmont), under which the Company has acquired a 95% interest in 15 mining claims located in the Fraser township in consideration of $200,000 in exploration expenditures on the property (completed). Newmont is entitled to a 1.45% net smelter return (“NSR”). According to this agreement, at the time the Company will have spent $1 million on the property, Newmont will have the option to buy back a 51% interest in the property, in consideration of exploration expenditures of $750,000. The companies will then form a joint venture.

As of December 31, 2012, $1,525,798 of exploration expenses were incurred on the property and a letter will be sent in February 2013 to inquire if Newmont intends to exercise its option to buy back a 51% interest in the property.

The other 5% interest is a non-contributory interest held by the Société de développement de la Baie James (SDBJ). According to an agreement signed on August 15, 2001, the 5% interest held by SDBJ will be converted into a 2% NSR (1% of which can be re-acquired by the Company for an amount of $250,000) in the event a decision is made to start production on the property.

6.3 Sadie

The Company holds the Sadie property located southwest of the town of Lebel-sur-Quévillon.

6.4 Sleeping Giant S-E

The Company holds the Sleeping Giant S-E property located northeast of the town of Amos.

6.5 Bell

The Company holds the Bell property located west of the town of Lebel-sur-Quévillon.

6.6 Fonteneau-Themines

The Company holds the Fonteneau-Themines property located west of the town of Lebel-sur-Quévillon.

6.7 North Shore

The Company holds the North Shore property located north of the town of Lebel-sur-Quévillon.

6.8 Bernetz

The Company holds the Bernetz property located west of the town of Lebel-sur-Quévillon.

6.9 Cedar Rapids

The Company holds the Cedar-Rapids property located south of the town of Lebel-sur-Quévillon.

- 19 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

6. EXPLORATION AND EVALUATION ASSETS (CONT’D)

6.10 Mazarin-Glandelet

The Company holds the Mazarin-Glandelet property located north of the town of Amos.

6.11 Dalet

The Company holds the Dalet property located north of the town of Amos.

6.12 Pakodji

The Company holds the Pakodji property located west of the town of Lebel-sur-Quévillon.

6.13 Comtois Southwest

The Company holds the Comtois Southwest property located west of the town of Lebel-sur-Quévillon.

6.14 Windfall Lake

The Company has signed a purchase and sale agreement (the “Noront Agreement”) with Noront Resources Ltd. (“Noront”) to acquire Noront’s 25 percent interest in the Windfall Lake Project. The Company has agreed to pay Noront a sum of $10 million in cash plus three million warrants which entitle Noront to purchase common shares of the Company on a one-to-one basis, such warrants having an exercise price of $2.20 per common share of the Company (being the closing price of common shares of the Company on December 4, 2012) and expiring at 5:00 PM (Toronto time) on December 4, 2013. The Company will, subject to certain conditions, pay to Noront an additional amount in the event that the Company acquires, directly or indirectly, Eagle Hill’s 75 percent interest in the Windfall Lake Property by way of merger or other acquisition of all issued and outstanding common shares of Eagle Hill (the “75 Percent Interest”) equal to the difference (if any) between (i) one third of the purchase price paid by the Company for the 75 Percent Interest and (ii) $10 million. Consideration for the additional payment will be the Company common shares.

Pursuant to the Noront agreement and subject to certain conditions, the Company has the right to direct Noront to enforce its rights under the option agreement dated July 20, 2009 between Noront and Eagle Hill (the “Option Agreement”) including its right to repurchase the 75 Percent Interest from Eagle Hill and transfer the 75 Percent Interest to the Company, provided that (i) Noront agrees that the repurchase should be exercised; (ii) the Company shall pay to Noront up to $6,000,000 at the time of completion of the repurchase; and (iii) no other consideration shall be paid by the Company to Noront in connection with the repurchase and the transfer of the 75 Percent Interest to the Company.

The Noront Agreement is subject to certain conditions. In particular, the Company’s obligation to purchase Noront’s 25 percent interest in the Windfall Lake Project is subject to its acquisition of the 75 Percent Interest, or Noront obtaining the consent of Eagle Hill pursuant to the Option Agreement for the transfer of Noront’s 25 percent interest and any required regulatory approvals, including that of the TSX Venture Exchange.

- 20 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

7. TERM LOANS

On December 18, 2012, the Company closed a total of $3,250,000 in secured term loans with City Securities Ltd (a corporation owned by Seager Rex Harbour who owns directly or indirectly more than 10% of the Company) and Monemvasia PTY Ltd (a corporation associated with Kevin Tomlinson, a director of the Company) (the “Lenders”). The term loans bear an interest rate of 12% per annum (effective rate of 16.45% per annum) and are intended to be outstanding during an interim period until a debt facility is completed. The term loans will mature on March 31, 2014 (the “Maturity Date”), unless repaid or redeemed earlier in accordance with the terms and conditions of the term loans. The term loans were guaranteed by hypothecs on the important claims of the Company related to Comtois.

The Company agreed to pay the Lenders structuring fees equal to 5% of the term loans for $162,500. The Company also incurred $19,900 of legal fees relating to the term loans. Total expenses for $182,400 were recorded against the term loans and will be amortized over a period up to the Maturity date. If the term loans are repaid earlier, the unamortized portion of expenses will be amortized in full at that time.

8. EQUITY

8.1 Share capital

a) Authorized

Unlimited number of common shares without par value. All shares are equally eligible to receive dividends and the repayment of capital, and represent one vote each at the shareholders’ meetings of the Company.

b) Private placements

On February 16, 2011, the Company completed a private placement of 547,625 units for an aggregate gross proceeds of $4,381,000. Each unit is comprised of one flow-through share and one-half of one warrant, with each whole warrant exercisable at $8.00 per share until August 16, 2012. An amount of $205,360 relating to the warrants portion was recognized as an increase to warrants in equity and an amount of $1,136,322 relating to the liabilities portion as liabilities related to the issuance of flow-through share units in the statement of financial position. The Company paid a finder’s fee of 6% of the gross proceeds of the offering.

On March 21, 2011, the Company completed a private placement of 258,202 units for an aggregate gross proceeds of $2,065,616. Each unit is comprised of one flow-through share and one-half of one warrant, with each whole warrant exercisable at $8.00 per share until September 21, 2012. An amount of $73,588 relating to the warrants portion was recognized as an increase to warrants in equity and an amount of $546,097 relating to the liabilities portion as liabilities related to the issuance of flow-through share units in the statement of financial position. The Company paid a finder’s fee of 5% of the gross proceeds of the offering.

On August 5, 2011, the Company completed a private placement of 237,923 units for an aggregate gross proceeds of $2,046,138. Each unit is comprised of one flow-through share and one-half of one warrant, with each whole warrant is exercisable at $8.60 per share for an 18 month period, expiring on February 5, 2013. An amount of $37,616 relating to the warrants portion was recognized as an increase to warrants in equity and an amount of $885,526 relating to the liabilities portion as liabilities related to the issuance of flow-through share units in the statement of financial position. The Company agreed to pay a finder’s fee of 5% of the gross proceeds of the offering.

- 21 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

8. EQUITY (CONT’D)

On August 19, 2011, the Company completed a private placement of 110,914 units for an aggregate gross proceeds of $953,860. Each unit is comprised of one flow-through share and one-half of one warrant, with each whole warrant is exercisable at $8.60 per share for an 18 month period, expiring on February 18, 2013. An amount of $7,697 relating to the warrants portion was recognized as an increase to warrants in equity and an amount of $424,867 relating to the liabilities portion as liabilities related to the issuance of flow-through share units in the statement of financial position. The Company agreed to pay a finder’s fee of 5% of the gross proceeds of the offering.

On December 21, 2011, the Company completed a private placement of 1,607,143 units for an aggregate gross proceeds of $13,500,001. Each unit is comprised of one flow-through share and one-half of one warrant, with each whole warrant is exercisable at $8.40 per share for an 18 month period, expiring on June 21, 2013. An amount of $554,464 relating to the warrants portion was recognized as an increase to warrants in equity and an amount of $4,765,179 relating to the liabilities portion as liabilities related to the issuance of flow-though share units in the statement of financial position. The Company agreed to pay a finder’s fee of 5% of the gross proceeds of the offering.

8.2 Warrants

A summary of the status of the warrants outstanding, allowing the holders to subscribe a corresponding number of common shares is presented in the following table:

	2012					2011
	Number of warrants			Weighted average exercise prices		Number of warrants		Weighted average exercise prices
				$				$
Balance, at the beginning		1,693,911			8.25		313,016		8.00
Issued		—			—		1,380,895		8.31
Expired		(715,928	)		8.00		—		—
Balance, at the end		977,983			8.44		1,693,911		8.25

For the warrants issued in 2011 the average fair value of $0.64 for a total amount of $878,725 was estimated using the Black Scholes valuation model with the following weighted average assumptions:

	2011
Average share price at date of grant	5,13$
Expected dividends yield	—
Expected weighted volatility	50.72%
Risk-free interest average rate	1.28%
Expected average life	18 mois
Average exercise price at date of grant	$8.31

The underlying expected volatility was determined by reference to historical data of the Company’s shares over a period of 18 months.

- 22 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

8. EQUITY (CONT’D)

Outstanding warrants entitle their holder to subscribe to an equivalent number of common shares as follow:

	December 31, 2012
			Exercise
Expiry date	Number		price
			$
February 5, 2013		118,957		8.60
February 18, 2013		55,454		8.60
June 21, 2013		803,572		8.40
		977,983

9. SHARE-BASED COMPENSATION

Under its share option plan, the Company may grant a maximum of 5,000,000 share purchase options to its directors, officers, employees and consultants. The exercise price of each option may not be lower than the market price of the Company’s share on the TSX Venture Exchange the day preceding the date of the grant and the term of an option cannot exceed 5 years. The options are exercisable at the date of the grant.

The plan provides that the number of shares reserved for issuance in favour of insiders may not exceed 10% of the then outstanding shares and that the number of shares reserved for issuance to any beneficiary may not exceed 5% of the then outstanding shares.

The number of shares reserved for consultants performing investors’ relation activities for a period of 12 months may not exceed 2% of the outstanding shares of the Company. These options gradually vest over a 12 months period at a rate of the quarter of the options vesting in any three-month period.

On April 28, 2011, the Company granted 435,000 five-year share options to some of its directors and officers. A remuneration expense in the amount of $1,317,615 (fair value of $3.03 per option) has been recorded of which $957,615 has been recognized in the statement of comprehensive loss and $360,000 in exploration and evaluation assets.

On August 26, 2011, the Company granted 250,000 five-year share options to some of its directors and officers. A remuneration expense in the amount of $552,500 (fair value of $2.21 per option) has been recorded in the statement of comprehensive loss.

On December 7, 2012, the Company granted 860,000 five-year share options to some of its directors, officers and consultants. A remuneration expense in the amount of $713,800 (fair value of $0.83 per option) has been recorded of which $672,300 has been recognized in the statement of comprehensive loss and $41,500 in exploration and evaluation assets.

All share-based payments will be settled in equity. The Company has no legal or constructive obligation to repurchase or settle the options.

- 23 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

9. SHARE-BASED COMPENSATION (CONT’D)

A summary of the status of the share options outstanding and exercisable is presented below:

	2012					2011
				Weighted					Weighted
	Number of			average		Number of			average
	outstanding			exercise		outstanding			exercise
	options			prices		options			prices
				$					$
Balance, at the beginning		1,942,500			4.42		1,989,500			3.23
Granted		860,000			2.20		685,000			5.94
Expired		—			—		(200,000	)		6.20
Exercised		(247,500	)		1.57		(532,000	)		1.25
Cancelled		(530,000	)		5.68		—			—
Balance, at the end		2,025,000			3.50		1,942,500			4.42

The weighted average share price at the date of exercise was $3.58 ($5.34 in 2011).

The following table summarizes information about share options:

	December 31, 2012
	Number of		Exercise
Expiry date	options		price
			$
April 27, 2014		490,000		1.85
November 10, 2015		390,000		6.20
April 28, 2016		285,000		6.54
December 7, 2017		860,000		2.20
		2,025,000

The weighted fair value of the granted share options of $0.83 ($2.81 in 2011) was determined using the Black-Scholes option pricing model and based on the following weighted average assumptions:

	2012	2011
Average share price at date of grant	$2.20	$5.95
Dividends yield	—	—
Expected weighted volatility	62.32%	49.78%
Risk-free interest average rate	1.37%	2.56%
Expected average life	5 years	5 years
Average exercise price at date of grant	$1.75	$5.94

The underlying expected volatility was determined by reference to historical data of the Company’s shares over a period of 60 month. No special features inherent to the options granted were incorporated into measurement of fair value.

In total, an amount of $713,800 ($1,925,875 in 2011) of compensation expenses (all of which relates to transactions where payment is based on the shares which will be settled in equity instruments) of which $672,300 ($1,565,875 in 2011 including $55,760 related to share options vested in 2011 and granted in 2010) has been recognized in the statement of comprehensive loss and $41,500 ($360,000 in 2011) in exploration and evaluation assets and the offset was applied against contributed surplus.

- 24 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

10. FINANCIAL ASSETS AND LIABILITIES

The carrying amounts and fair values of financial instruments presented in the statement of financial position are as follow:

	December 31, 2012				December, 31 2011
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
	$		$		$		$
Financial assets
Loans and receivables
Cash and cash equivalents		3,126,129		3,126,129		15,169,610		15,169,610
Financial liabilities
Financial liabilities measured at amortized cost
Accounts payable and accrued liabilities		2,370,541		2,370,541		1,953,756		1,953,756
Term loans		3,091,383		3,091,383		—		—

The carrying value of cash and cash equivalents and accounts payable and accrued liabilities are considered to be a reasonable approximation of fair value because of the short-term maturity of these instruments. The fair value of the term loans is estimated using analysis of discounted cash flows based on current borrowing rates which apply to similar borrowings and approximates the carrying value.

See Note 3.4 for a description of the accounting policies for each category of financial instruments. The Company’s objective and method regarding the management of its financial instruments risks are detailed in Note 16.

11. LOSS PER SHARE

The calculation of basic loss per share is based on the loss for the period divided by the weighted average number of shares in circulation during the period. In calculating the diluted loss per share, potential dilutive ordinary shares such as share options and warrants have not been included as they would have the effect of decreasing the loss per share which would be considered to be antidilutive. Details of share options and warrants issued that could potentially dilute earnings per share in the future are given in Note 8.2 and 9.

Both the basic and diluted loss per share have been calculated using the loss attributable to the shareholders of the Company as the numerator, i.e. no adjustment to the loss was necessary in 2011 and 2010.

	2012			2011
Net loss		($2,118,091	)		($1,804,705	)
Weighted average number of shares outstanding		26,825,880			24,609,102
Basic and diluted loss per share		($0.08	)		($0.07	)

There have been no other transactions involving shares between the reporting date and the date of authorization of these financial statements.

- 25 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

12. ADDITIONAL INFORMATIONS ON THE CASH FLOWS

The changes in working capital items are detailed as follows:

	2012		2011
	$		$
Sales tax receivable		138,996		(19,852	)
Prepaid expenses		16,186		(28,001	)
Accounts payable and accrued liabilities		955,151		108,812
		1,110,333		60,959

Non cash transactions included in the statement of financial position are the following:

	2012		2011
	$		$
Accounts payable related to exploration and evaluation assets		946,454		1,484,820
Exercise of share options		280,837		425,361
Tax credits receivable		167,286		—
Share-based payment related to exploration and evaluation assets		41,500		360,000
Deferred income taxes include in the share issue expenses		15,029		429,144

13. RELATED PARTY TRANSACTIONS

13.1 Compensation to key management

Key management personnel of the Company are members of the board of directors, as well as the president, the chief operating officer and the chief financial officer. Key management remuneration is as follows:

	2012		2011
	$		$
Short-term benefits:
Salaries, remuneration and other employee benefits expenses 1)		529,925		255,711
Salaries and other employee benefits expenses capitalized in exploration and evaluation assets		226,712		212,042
Professional and contractual fees		6,000		6,000
Professional fees related to proxy contest		85,000		—
Share-based payment:
Share-based compensation		643,250		1,510,115
Share based compensation capitalized in exploration and evaluation assets		—		360,000
Total compensation		1,490,887		2,343,868

1) Includes a $40,000 termination benefits payment.

In 2012, key management exercised 200,000 options at a price of $1.51 and 40,000 options at a price of $1.85 for a total of $376,000. In 2011, key management exercised 62,000 options at a price of $0.35, 180,000 options at a price of $0.70, 50,000 options at a price of $1.51 and 240,000 options at a price of $1.85 for a total of $667,200.

- 26 -

MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

13. RELATED PARTY TRANSACTIONS (CONT’D)

13.2 Other related party transactions

In addition to the amounts listed above in the compensation to key management in note 13.1:

• In 2012, professional fees and disbursements of $55,071 ($46,100 in 2011) have been paid to an officer;

• In 2012, an officer exercised 7,500 options at a price of $1.51 for a total of $11,325 (in 2011, 10,000 options at a price of $0.70 for a total of $10,000).

As at December 31, 2012, the balance due those related parties amounted to $10,942 (none as at December 31, 2011).

Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantee was given or received. Outstanding balances are usually settled in cash.

14. INCOME TAX

Relationship between tax expense and accounting profit or loss

The reported income tax rate of the Company differs from the combined federal and provincial income tax rate in Canada. The difference result of the following elements:

	IFRS
	2012			2011
	$			$
Loss before income taxes		(4,492,600	)		(2,657,760	)
Income tax expenses attributable to earnings computed by applying the combined federal and provincial income tax rate of 26.6% (28.4% in 2011)		(1,208,510	)		(754,804	)
Adjustment for following elements
Variation of income tax rate		—			16,069
Deferred income assets not recognized previously		—			(818,421	)
Tax effect of issuance of flow-through share units		4,087,686			3,432,133
Reversal other liabilities attributable to issuance of flow-through share units		(5,435,214	)		(3,277,476	)
Share-based compensation		180,849			541,549
Non deductible items and other		680			7,895
		(2,374,509	)		(853,055	)

The 2012, reported income tax is different from year 2011 reported income tax due to the federal tax rate variation.

Composition of deferred income taxes in the income statements

	Year ended December 31,
	2012			2011
	$			$
Inception and reversal of temporary differences		(1,026,981	)		(205,360	)
Income tax rates variation		—			16,069
Tax impact of expenses incurred for flow-through share units		4,087,686			3,432,133
Reversal other liabilities attributable to issuance of flow-through shares		(5,435,214	)		(3,277,476	)
Temporary difference not recorded		—			(818,421	)
		(2,374,509	)		(853,055	)

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

14. INCOME TAX (CONT’D)

Variation of 2012 deferred income taxes

	Balance January 1, 2012			Recognized in profit and loss			Reversal of other liabilities			Equity		Balance December 31, 2012
	$			$			$			$		$
Property, plant and equipment		70,535			6,053			—			—		76,588
Intangible		14,111			—			—			—		14,111
Exploration and evaluation assets		(3,698,530	)		1,362,890			(5,435,214	)		—		(7,770,854	)
Tax credits receivable		—			(17,332	)		—			—		(17,332	)
Share issue expenses and term loans structuring fees		429,143			(137,065	)		—			15,029		307,107
Non capital loss		1,189,463			1,159,963			—			—		2,349,426
		(1,995,278	)		2,374,509			(5,435,214	)		15,029		(5,040,954	)

Variation of 2011 deferred income taxes

	Balance January 1, 2011			Recognized in profit and loss			Reversal of other liabilities			Equity		Balance December 31, 2011
	$			$			$			$		$
Property, plant and equipment		—			70,535			—			—		70,535
Intangible		—			14,111			—			—		14,111
Exploration and evaluation assets		(106,746	)		(314,308	)		(3,277,476	)		—		(3,698,530	)
Share issue expenses		—			—			—			429,143		429,143
Non capital loss		106,746			1,082,717			—			—		1,189,463
		—			853,055			(3,277,476	)		429,143		(1,995,278	)

As at December 31, 2012, expiration dates of losses and tax credits available to reduce future years’ income tax are:

	Losses available				Tax credits available
	Federal		Provincial		Federal		Provincial
	$		$		$		$
2014		204,690		200,044		—		963
2015		127,639		121,665		—		659
2016		—		—		—		106,617
2017		—		—		—		190,944
2026		174,407		134,161		110,860		—
2027		240,884		231,187		124,113		—
2028		412,796		401,471		294,176		—
2029		666,231		658,144		258,690		—
2030		897,102		887,242		593,398		—
2031		1,753,740		1,738,008		—		—
2032		4,309,119		4,295,601		39,475		—
		8,786,608		8,667,523		1,420,712		299,183

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

15. CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Company’s capital management objectives are:

• To ensure the Company’s ability to continue as a going concern;

• To increase the value of the assets of the business; and

• To provide an adequate return to owners of the parent in the future.

These objectives will be achieved by identifying the right exploration projects, adding value to these projects and ultimately taking them through to production or sale and cash flow, either with partners or by the Company’s own means.

The Company defines capital as the carrying amount of equity. Capital for the reporting periods under review is summarized in Note 8 and in the statement of changes in equity.

The Company is not exposed to any externally imposed capital requirements except when the Company issues flow-through shares for which an amount should be used for exploration work. See all the details in Notes 8.1 and 18.

The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares, or sell assets to reduce debt. When financing conditions are not optimal, the Company may enter into option agreements or other solutions to continue its activities or may slow its activities until conditions improve.

No changes were made in the objectives, policies and processes for managing capital during the reporting periods.

16. FINANCIAL INSTRUMENT RISKS

The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are summarized in Note 10. The main types of risks are market risk, credit risk and liquidity risk.

The Company’s risk management is coordinated closely with the Board of Directors. The objectives are to secure short- to medium-term cash while minimizing the exposure to financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes.

No changes were made in the objectives, policies and processes relating to the risk management during the reporting periods. The most significant financial risks to which the Company is exposed are described below:

Interest rate sensitivity

Banker acceptances bear interest at a fixed rate and the Company is, therefore, exposed to the risk of changes in fair value resulting from interest rate fluctuations. All the investments are at amortized cost so there is no impact on profit or loss related to the fair value variation.

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

16. FINANCIAL INSTRUMENT RISKS (CONT’D)

Credit risk

Credit risk relates to the risk that one party to a financial instrument will not fulfill some or all of its obligations, thereby causing the Company to sustain a financial loss. The Company’s maximum exposure to credit risk is limited to the carrying amount of financial assets, cash and cash equivalents at the reporting date for amounts of $3,126,129 at December 31, 2012 and $15,169,610 at December 31, 2011.

The risk related to cash and cash equivalents is considered negligible since the Company is dealing with reputable Canadian-based financial institutions whose credit ratings are excellent. The Company’s management considers that all the above financial assets are of good credit quality.

Liquidity risk

The risk management of liquidity aims at maintaining sufficient cash and cash equivalents in order to ensure that the Company has the required funds to meet either from private or public offerings. During the year the Company has sustained its exploration program and working capital requirement by flow-through share financing and the exercise of share options. Obligations of the Company in terms of liabilities and other payables mature over the next 90 days. The Company’s existing cash and cash equivalents resources significantly exceed the current cash outflow requirements.

17. OPERATING LEASE

The Company’s future minimum operating lease payments are as follows:

	December 31, 2012
	$
Within 1 year		31,224
1 to 5 years		20,816
After 5 years		—
Total		52,040

In 2011, the Company has rented premises for one year from September 1, 2011 to August 31, 2012 and the monthly rent is $2,540, including operational expenses and municipal taxes. In March 2012, an amendment was signed to extend the lease up to August 31, 2014. In December 2012, an amendment was signed to establish the rent at $2,602 per month.

Lease payments recognized as an expense during the reporting period amount to $30,480 ($10,160 in 2011). This amount consists of minimum lease payments.

18. CONTINGENCIES AND COMMITMENTS

The Company is funded in part by the issuance of flow-through shares and under the tax rules regarding this type of financing, the Company is required to conduct mineral exploration work. These tax rules also set deadlines for the completion of exploration work to be undertaken no later than the first of the following dates:

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MAUDORE MINERALS LTD.

Notes to Financial Statements

Years ended December 31, 2012 and 2011

(in Canadian dollars)

18. CONTINGENCIES AND COMMITMENTS (CONT’D)

• Two years following the flow-through placements;

• One year after the Company has renounced the tax deductions relating to the exploration work.

Commitments to carry out exploration work that are not respected are subject to a combined tax rate of 30% (Canada and Quebec). However, there is no guarantee that expenses incurred will qualify as Canadian exploration expenses, even if the Company is committed to take all necessary measures in this regard. The refusal of certain expenses by the tax authority would have a negative tax impact for investors.

As of December 2010, the Company renounced tax deductions of $5,008,264 following flow-through placements realised on December 30, 2010. An amount of $954,702 has been recorded as recovery of deferred income taxes against the comprehensive loss in 2011, the Company having engaged all the related exploration expenses.

As of December 31, 2011, the Company renounced tax deductions of $22,946,615 following several flow-through placements. As of December 31, 2011, an amount of $5,435,214 has been recorded in the liabilities related to issuance of flow-through share units and $3,277,476 was recorded as recovery of deferred income taxes against the comprehensive loss in 2011, the Company having engaged part of the related exploration expenses. As of December 31, 2012, the $5,435,214 of liabilities related to issuance of flow-through share units was reversed in the comprehensive loss as recovery of deferred income taxes since the Company had engaged all the exploration expenses relating to the 2011 flow-though private placements.

19. SUBSEQUENT EVENTS

19.1 Acquisition of NAP Quebec Mines Ltd and $22 million credit facility

On March 22, 2013, the Company acquired the Sleeping Giant Mill and the Quebec-based gold assets from North American Palladium Ltd. (“NAP”) through the acquisition of all of the outstanding shares of NAP Quebec Mines Ltd. (“NAP Quebec”) in accordance with a purchase agreement.

In consideration for the shares of NAP Quebec, the Company has paid to NAP a cash consideration of $18 million which has been funded through the credit facility described below, and has issued to NAP 1,500,000 common shares. The TSX Venture Exchange has approved the acquisition.

The $18 million purchase price for the shares of NAP Quebec is fully funded by a senior secured credit facility in the amount of $22 million provided to the Company by FBC Holdings Sarl (“FBC”), an arm’s length party, on March 22, 2013 (the “Credit Facility”). The Credit Facility bears interest at the rate of 15% per annum, payable quarterly in arrears, with a maturity date of March 22, 2016. In order to secure repayment of the Credit Facility, the Company has granted to FBC a first-ranking charge over all of its and its subsidiaries’ present and future personal property and material real property, including specified mining rights.

In consideration of the commitment made by FBC under the Credit Facility and in lieu of further structuring fees, the Company has issued to FBC 1,760,000 common shares and 880,000 common share purchase warrants. Each warrant shall entitle FBC to subscribe for one common share during a period of 2 years following the date of its issuance, at a price equal to $1.08, being the closing price of common shares of the Company on the TSXV on March 22, 2013. The TSXV has approved the issuance of the common shares and warrants to FBC.

- 31 -

EX-2.3

Exhibit 2.3

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

Maudore Minerals Ltd.

2000 Peel Street, Suite 620, Montreal, QC, H3A 2W5

Tel.: 514.439.0990 – Fax: 514.439.0590

Website: www.maudore.com – Email: info@maudore.com

TSX-V : MAO

MAUDORE MINERALS LTD.

TABLE OF CONTENT

FOR THE YEAR ENDED DECEMBER 31, 2012

INCORPORATION AND NATURE OF OPERATIONS	3
CORPORATE ACTIVITIES	3
EXPLORATION ACTIVITIES	3
PERSONS RESPONSIBLE OF TECHNICAL INFORMATION	6
COMTOIS PROPERTY	6
EXPLORATION PROPERTIES	9
INFORMATION ON SHARE CAPITAL	14
STOCK OPTION PLAN	14
FINANCING ACTIVITIES DURING THE YEAR	15
WORKING CAPITAL	15
SELECTED ANNUAL INFORMATION	15
SELECTED QUARTERLY INFORMATION	16
FORTH QUARTER 2012	16
OFF BALANCE SHEET ARRANGEMENTS	17
CONTRACTUAL OBLIGATIONS AND COMMITMENTS	17
RELATED PARTY TRANSACTIONS	18
SUBSEQUENT EVENTS	19
ACCOUNTING CHANGES	22
RISKS AND UNCERTAINTIES	23
STRATEGY	25
FORWARD LOOKING STATEMENTS	26

- 2 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

The following management discussion and analysis (the “MD&A”) of Maudore Minerals Ltd. (“Maudore” or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended December 31, 2012. This MD&A should be read in conjunction with the Company’s financial statements as at December 31, 2012, prepared in accordance with the International Financial Reporting Standards (“IFRS”). All figures are in Canadian dollars unless otherwise noted.

Further information regarding the Company and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval (“SEDAR”) in Canada and can be obtained from www.sedar.com.

INCORPORATION AND NATURE OF OPERATIONS

Maudore was incorporated under the Ontario Business Corporations Act on September 20, 1996. The Company is primarily engaged in the exploration and development of mining properties with a view to commercial production. It does not currently have any mines in production. The current Company’s portfolio comprises only mining properties located in the Province of Quebec, Canada.

CORPORATE ACTIVITIES

On July 19, 2012, concerned shareholders of Maudore settled outstanding issues with election of a new Board of Directors comprising five nominees from the concerned shareholders and two members from the management slate. Kevin Tomlinson became Chairman, and the board appointed Dr. Howard Carr as Chief Executive Officer. Later, Ms. Anne Slivitzky became Chief Operating Officer, Kevin Kivi P.Geo. became Chief Consulting Geologist, and Deborah Thompson became Manager of Investor and Media Relations.

Maudore’s new management implemented a 100-day Action Plan to refocus the Company, which culminated with a Mineral Resource Estimate Upgrade for Osbell Deposit that was completed according to the plan, and announced on October 29, 2012.

EXPLORATION ACTIVITIES

The Company holds a total of 2,012 mining claims (96,260 ha) on 12 properties. Land holdings increased by 40 claims (1,488 ha) in 2012. The exploration properties are located in the Northern Volcanic Zone of the Abitibi Greenstone Belt (Quebec) situated between La Sarre and Lebel sur Quevillon.

The Company’s properties span some 120 kilometers of the Northern Volcanic Zone. The land is highly prospective but covered with thick glacial till and fluvial deposits that hide mineral deposits from prospecting and other traditional forms of mineral exploration. Maudore must rely on deeper seeing exploration techniques like geophysical surveys and interpretation of these data to find mineral occurrences. During the last quarter of 2012, Maudore completed 14,776 line kilometers of low-level airborne magnetic and radiometric geophysical surveys to cover all properties at 100m line spacing. The data, once processed is expected to reveal new detail never seen before in this part of the Abitibi.

The Company is qualified for Quebec refundable tax credits of up to 35% and a Quebec refundable credit on duties of approximately 8% of all eligible exploration expenses. As of December 31, 2012, the Company had engaged all the exploration expenses relating to the 2011 flow-through private placements. Therefore, a $149,286 tax credits receivable for the expenses not renounced was recorded as at December 31, 2012.

- 3 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

EXPLORATION ACTIVITIES (CONT’D)

The amounts invested in exploration work in 2012 by the Company on its properties are as follows:

2012	Comtois			Sleeping Giant		Bell		Fontenau- Themines		North Shore		Cedar Rapids		Mazarin- Gandelet		Dalet		Newmont option		Bernetz		Pakodji		Sadie		Comtois Southwest		Total
	$			$		$		$		$		$		$		$		$		$		$		$		$		$
Drilling		3,979,493			—		55,987		—		—		65,018		179,191		—		1,157,428		38,811		70,453		—		29,359		5,575,740
Contractual fees		3,937,405			88,088		64,669		29,860		360,596		27,573		129,587		439,382		160,766		55,439		59,246		6,265		43,704		5,402,580
Geology, Geophysics and metallugy		340,930			27,969		41,644		86,479		106,145		300		214,684		612,443		3,285		45,978		—		—		—		1,479,857
Salaries and benefits		226,712			—		—		—		—		—		—		—		—		—		—		—		—		226,712
Stock-based compensation		41,500			—		—		—		—		—		—		—		—		—		—		—		—		41,500
Geochemical assays		1,805,316			10,415		22,138		3,039		63,956		22,995		28,902		113,595		—		3,172		12,115		—		28,117		2,113,760
Equipment and vehicle rental		234,753			1,647		828		721		15,249		218		18,097		109,877		—		826		5,427		218		1,542		389,403
Travelling expenses		187,868			253		32		791		12,938		—		2,162		22,449		—		190		—		—		31		226,714
Environmental expenses		87,734			—		—		—		—		—		—		—		—		—		—		—		—		87,734
General exploration expenses		191,318			2,011		3,135		2 077		30,091		1,165		5,286		16,251		—		2,084		1,917		165		747		256,247
Mining credits		(160,820	)		—		—		—		—		—		—		—		—		—		—		—		—		(160,820	)
		10,872,209			130,383		188,433		122,967		588,975		117,269		577,909		1,313,997		1,321,479		146,500		149,158		6,648		103,500		15,639,427

- 4 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

EXPLORATION ACTIVITIES (CONT’D)

The amounts invested in exploration work in 2011 by the Company on its properties are as follows:

2011	Comtois		Sleeping Giant		Bell		Fontenau- Themines		North Shore		Cedar Rapids		Mazarin- Gandelet		Comtois Southwest		Others		Total
	$		$		$		$		$		$		$		$		$		$
Drilling		5,101,712		158,066		46,493		31,610		214,121		54,649		1,205		185,726		14,346		5,807,928
Contractual fees		2,545,482		98,998		131,314		19,362		341,922		98,619		291,040		125,440		269,716		3,921,893
Salaries and benefits		212,041		—		—		—		—		—		—		—		—		212,041
Stock-based compensation		360,000		—		—		—		—		—		—		—		—		360,000
Geochemical assays		1,374,861		34,742		17,395		8,092		85,333		30,042		12,766		45,163		68,613		1,677,007
Equipment and vehicle rental		277,457		15,001		1,318		8,576		6,834		1,762		1,513		6,468		8,570		327,499
Travelling expenses		207,733		3,731		1,790		1,138		10,016		3,671		8,576		—		21,491		258,146
Environmental expenses		138,250		—		—		—		—		—		—		—		—		138,250
General exploration expenses		455,657		22,290		20,696		4,271		43,028		24,977		68,126		1,380		8,631		649,056
Claim renewal		34,331		12,720		4,992		4,595		4,048		651		3,788		4,500		11,331		80,956
		10,707,524		345,548		223,998		77,644		705,302		214,371		387,014		368,677		402,698		13,432,776

- 5 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

EXPLORATION ACTIVITIES (CONT’D)

The following table summarizes the drilling completed by Maudore on its exploration properties:

		2012				2011
Property		DDH		Meters		DDH		Meters
North Shore			—		—		14		2,079
Comtois	Osbell		115		42,483		225		51,142
	Comtois NW		10		2,190		4		620
	Greer		20		7,510		34		9,258
	Hudson		11		4,709
	LaFlamme		9		2,005
	West Extension		24		7,662		30		8,618
Comtois Southwest			4		798		9		1,604
Bell			3		587		2		504
Bernetz			1		192		1		90
Fonteneau-Themines			1		132		1		195
Sleeping-Giant Southeast			2		360		6		1,247
Cedar-Rapids			3		570		1		483
Sadie			—		—		—		—
Pakodji			3		468		—		—
Mazarin-Glandelet			5		207		—		—
Dalet			—		—		—		—
TOTAL (12 months)			211		69,873		327		75,840

PERSONS RESPONSIBLE OF TECHNICAL INFORMATION

The person responsible for Maudore’s technical information is Maudore’s Chief Consulting Geologist Kevin Kivi, P.Geo., of KIVI Geoscience Inc, Thunder Bay (ON). Prior to August 2012, Alain Carrier, M.Sc., P.Geo., of InnovExplo Inc., a consulting company based in Val-d’Or (Quebec) had this responsibility. Alain Carrier and InnovExplo continue to play an important role by providing professional geological and engineering services to Maudore. Kevin Kivi and Alain Carrier are “Qualified Persons” as defined under Regulation 43-101 respecting standards of disclosure for mineral projects. Mr. Kivi has reviewed the technical content of this report.

COMTOIS PROPERTY

The Comtois property consists of 411 claims, for 15,539ha, (155 square kilometers) an 11% increase since last year. The property is located 15 kilometers northwest of the town of Lebel-sur-Quévillon (Abitibi, Province of Quebec). The Comtois property is an advanced exploration project with the Osbell Gold Resource, notable gold prospects Comtois NW, Hudson and Greer, and many more.

All claims are 100% owned by the Company, except for 15 claims optioned from Newmont Canada Ltd (Newmont Option Claims), in the northern part of the property that cover the Hudson gold prospect. Maudore has earned 95% interest and has spent more than $1 million on the Newmont Option Claims which triggers advice to Newmont. On receipt of notification, Newmont has 120 days to elect to buy back a 51% interest by funding $750,000 in exploration, otherwise it shall retain 1.45% net smelter return (NSR) royalty on the Newmont Option Claims. The other 5% interest in the Newmont Option Claims is held by Société de Développement de la Baie James and will be converted into a 2% NSR royalty (1% of which can be re-acquired by the Company for an amount of $250,000) in the event of commercial production.

Claims that cover the Osbell deposit are subject to a 10% NPI Royalty in favor of the original owner, which can be bought back with a one-time cash payment of $500,000.

- 6 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

COMTOIS PROPERTY (CONT’D)

Prospects drilled on the Comtois Property include Osbell, Greer, Comtois SE, PbZn VMS, Mafic North, Hudson, Laflamme, and Comtois NW. Other field methods implemented in 2012 includes ground geophysics (IP and magnetometer), down-hole InfiniTEM surveys, soil sampling and prospecting with Beep Mat. Maudore also compiled and interpreted detailed low-level aeromagnetic surveys and ground geophysical surveys, and summarized all data in an assessment report filed at year-end.

Osbell Gold Resource

The Osbell Gold Resource has been the main focus of Maudore’s exploration efforts.

Maudore filed a Mineral Resource Estimate update for the Osbell Deposit and 43-101 report with SEDAR on October 29, 2012. The Osbell Mineral Resource Estimate update with combined Open Pit and Underground Potential Mineral Resources of 8,463,800 tonnes at 2.0 g/t Au for 546,299 ounces gold (indicated) and 4,512,100 tonnes at 6.2 g/t Au for 902,436 ounces gold (inferred). Downloading and reading the 43-101 report is the best way to understand parameters.

The resource estimate adds 543 diamond drill holes (144,502m) to Maudore’s previous Mineral Resource Estimate from September 22, 2010, which contained data from 459 diamond drill holes (144,943m). The cut-off date for the current Mineral Resource Estimate was August 13, 2012.

Another 22 diamond drill holes for 7,737m were completed at Osbell since the cut-off date to the end of the fourth quarter (December 31, 2012) and are not included in the current Mineral Resource Estimate. This drilling includes testing of the Mafic North Prospect, first identified at the top of drill holes targeting deeper portions of the Osbell Deposit. Mafic North is located about 80m north of the western part of the Osbell Whittle pit shell.

Borehole InfiniTEM surveys were conducted on two deep drill holes COM-12-905A and COM-12-906A in the Camtem Area where geology and geochemistry, and a prior InfiniTEM survey identified a VMS style target. The InfiniTEM surveys on an adjacent drill hole and re-survey of the original hole with a better loop configuration did not reproduce the target, so the planned deep drill hole was cancelled.

A soil sampling program, designed to determine the characteristics of geochemical anomalies in till above the Osbell Deposit included four traverse lines perpendicular to the trend of the deposit. Three geochemical methods were tested: MMI, Humus and B-horizon soils. MMI was found to be the most sensitive geochemical method, but none of the methods generated an anomaly over known bedrock gold mineralization at Osbell. Basal till sampling, the method used by Bryan Osborne to discover Osbell remains the most effective method of overburden sampling in the area.

Late in the year, a detailed ground magnetic survey was conducted to map out Mafic North and local structures at the buried deposit.

Comtois NW Gold Prospect

The Comtois NW Gold occurrence is located 12 kilometers north-west of the Osbell Resource Area. Comtois NW is of high interest because drilling results include high grade gold and wide lower gold intercepts - both are required to build a deposit. The area is covered by deep overburden and therefore geophysics and diamond drilling are the most effective ways to explore.

Early work by Maudore included field surveys with BeepMat and VLF on known Input and MegaTEM airborne anomalies. Maudore also conducted VTEM airborne geophysical surveys and ground IP surveys with north-south oriented lines that mapped several chargeability anomalies, many of which have been drilled with some reporting gold intercepts.

- 7 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

COMTOIS PROPERTY (CONT’D)

Diamond drilling by Maudore in 2010 and 2011 of IP conductors intersected mineralized mafic and felsic volcanic rocks with significant gold assays. A southern trend returned assays as high as 71.7 g/t gold over 1.2m (COM-12-872), from 159.0m, included within 26.3 g/t gold over 3.3m from 157.9m. Wide intersections of anomalous gold of 0.8 g/t gold over 40.8m from 37.2m (COM-12-874) were also obtained from the southern trend. The northern trend, sub-parallel to the southern trend and marked by an poorly tested VTEM plate geophysical model, which has returned significant gold assays with 7.2 g/t gold over 0.7m (COM-11-699) from 199.8m. Wide gold-bearing intervals such as 0.8 g/t gold over 11.0m (COM-11-699) from 191.0m are also present in the northern trend.

Late in 2012, Maudore conducted detailed ground magnetic surveys to help interpret geology at Comtois NW. Upgraded magnetic data in combination with re-interpreted and modeled VTEM plates show that the area is underlain by volcanic rocks striking NE. Top-ranked conductive plates near new gold occurrences are priority drill targets for drill testing in 2013.

Hudson Gold Prospect

The Hudson Gold Prospect (Newmont Option) is located 8 kilometers north of the Osbell Resource Area and is accessible via regional roads N-800 and N-805. Hudson is of high interest because diamond drilling has returned many economic gold intercepts in sulphidic zones of felsic to intermediate metavolcanic rocks. The area is covered in deep overburden, and therefore geophysics and diamond drilling are the most effective methods to explore.

Felsic to dacitic tuffs, rhyolitic lava flows, and coarse-grained felsic domes are 100-300m thick and host gold mineralization associated with sericite, silica and albite alteration with 3-10% pyrite and trace to 2% pyrrhotite disseminated and in veinlets. Notable historic gold grades of sulphide intercepts are 9.77 g/t Au over 0.6m (TN-86-4) and 5.31 g/t Au over 1.5m (TN-79-11) with wider intervals such as 1.21 g/t Au over 10.5m (TN-01-12), 1.65 g/t Au over 7.3m (TN-86-6) and 3.43 g/t Au over 5.3m (TN-86-3). Sulphide-rich gold intercepts are oriented SSW-NNE, and can be followed for 400m strike and are known to 250 depth with current drilling.

Diamond drilling by Maudore in 2012 included 15 diamond drill holes for 5,610m. The best result from current drilling is 11.3 g/t gold over 1.0m (COM-12-916) from 108.7m within a wider interval of 3.9 g/t Au over 7.8m from 106.1m. Other notable intercepts are 10.2 g/t Gold over 0.9m (COM-12-916) from 19.6m within a wider interval grading 4.5 g/t gold over 3.7m, and 13.5 g/t gold over 1.3m (COM-12-920) from 460.2m.

Late in 2012, Maudore conducted detailed ground magnetic surveys and re-interpreted ground IP surveys. A geological report has been prepared and has been sent to Newmont with notification to trigger the 120-day period where Newmont can elect to either back-in to 51% interest by spending another $750,000 on exploration, or elect to reduce to a 1.45% NSR royalty.

Greer Gold Prospect

The Greer Gold Prospect is located 1.9 kilometers southwest of the Osbell Gold Resource. Greer is also known as Potential Eastern Extension in prior news releases.

The area is characterized by mafic pillow basalt and massive lava flows with intermediate tuffs that trend SW parallel to the southeastern contact of the Beehler stock. The setting of gold-bearing felsic volcanics next to Beehler is similar to Osbell.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

COMTOIS PROPERTY (CONT’D)

Gold mineralization is associated with biotite and chlorite altered felsic to intermediate volcanics with trace to 5% disseminated pyrite with minor pyrrhotite and chalcopyrite. Greer has yielded 3.9 g/t gold over 2.0m (COM-97-26) and recently 12.9 g/t gold over 0.5m (COM-12-854) from 174.2m, and 12.0 g/t gold over 0.5m (COM-12-855) from 30.8m.

Recent exploration includes detailed ground magnetics to map geology and structure of the Greer area that will be coupled with re-logging key drill holes to interpret and predict controls on gold mineralization to better target future diamond drilling.

EXPLORATION PROPERTIES

Maudore has a dominant land position that extends 120km west-east along the Northern Volcanic Zone of the Abitibi Greenstone Belt. Maudore’s Comtois property with the Osbell Gold Resource is in the eastern part of Northern Volcanic Zone near Lebel-sur-Quévillon, and midway along the properties to the west is the Sleeping Giant Mine, a past producer that poured a million ounces of gold (North American Palladium Ltd.). These two considerable gold deposits demonstrate the merit of the Northern Volcanic Zone.

Despite excellent geology, the Northern Volcanic Zone of the Abitibi has received far less exploration success than elsewhere. Deep overburden and lack of outcrop makes it difficult to clearly understand controls on mineralization once found. Detailed geophysics and expert geophysical interpretation are methods that Maudore will implement as it explores the Northern Volcanic Zone.

Maudore has completed property-wide hi-resolution aeromagnetics and radiometrics (100m lines spacing and low terrain clearance) that will provide new clarity for interpretation of geology and structure in the belt.

North Shore Property

The North Shore property consists of two claim blocks that total 77 claims (100% Maudore) and cover an area of approximately 43 square kilometers. The property is located 10 kilometers north of Lebel-sur-Quévillon (Abitibi, Province of Quebec), which is east of the Osbell Gold Resource.

The larger Southern Block of the property is dominated by metavolcanics that wrap along the east side of the Franquet Stock. Ultramafic, mafic, intermediate to felsic volcanic rocks with associated metasedimentary rocks have been mapped and sampled on the property, which has potential for gold, VMS base metal, and magmatic Cu-Ni PGE deposits.

The historical North Shore Showing (VMS-style mineralization) is located in the south-central part of the southern claims and consists of small lenses of massive sphalerite-pyrrhotite-chalcopyrite where 1.32% Cu and 3.68% Zn over 2.30 m (DDH Q-11); 14.65% Zn over 0.48 m and 2.60% Zn over 4.95 m (DDH Q-14); and 0.60% Cu and 8.01% Zn over 4.50 m (DDH SQ-2) (SIGEOM government database). Maudore reports anomalous copper, zinc and nickel in intercalated mafic to intermediate volcanics and graphitic sediments from diamond drill hole NOR-10-08 that targeted the North Shore occurrence. Massive sulphides were not intersected.

Maudore reported 16.32 g/t Au from a grab sample of a mineralized quartz vein called Evelyne. Diamond drilling intersected a gold bearing shear zone beneath the surface stripped outcrops that returned 3.46 g/t Au over 0.9m (NOR-09-01). B-horizon till sampling shows a broad gold anomaly 600 m long and 400m wide in the area, hinting that gold mineralization may be more widespread than results currently suggest.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

EXPLORATION PROPERTIES (CONT’D)

A boulder of semi-massive sulphides found in a gravel pit during Beep Mat training returned outstanding nickel and PGE assays in 2010. The boulder assayed 0.60 g/t Au, 0.84 g/t Pt, 0.44 g/t Pd, 1.68% Cu and 1.66% Ni (average of five samples). Detailed petrology and electron microprobe analysis reports three distinct nickel sulphide species: Godlevskite (NiFe9S8), Millerite (NiS), and Violarite (FeNi2S4). Discovery of the bedrock source of this nickel-bearing boulder is a key priority of Maudore.

Regional drilling has confirmed ultramafic rocks with intervals of anomalous Ni (up to 0.08% Ni over 75 meters). Massive sulfides were also drilled but so far no economic mineralization similar to the boulder has been encountered.

Maudore recently completed a high resolution aeromagnetic survey and structural interpretation by Maudore’s senior consulting geophysicist. Maudore also re-processed historical Airborne MegaTEM conductors and generated conductive plate models, and has proposed 41 km of ground TDEM geophysical surveys and 90 km of ground magnetics to generate drill targets.

The North Claim Block straddles the northern contact of the Franquet Stock with intermediate to mafic volcanics where geophysical anomalies from the government dataset were staked. Maudore has completed Beep Mat and prospecting surveys, and low level airborne magnetometer surveys.

Bell Property

The Bell property consists of 95 claims (100% Maudore) that cover an area of approximately 46 square kilometers. The property is located 10 kilometers west of the town of Lebel-sur-Quévillon (Abitibi, Province of Quebec).

The Bell Property is underlain by intermediate to felsic volcanic with potential for gold and base metals mineralization. The property is covered with a thick glacial till blanket except for outcrop exposures along the Bell River. Historical exploration on the property includes many overlapping geophysical surveys and limited diamond drilling.

The geology of the Bell Property includes quartz-phyric felsic volcanic rocks intercalated with banded intermediate volcanics, locally with disseminated to semi-massive sulphides (20% pyrite, trace pyrrhotite and trace chalcopyrite), pelitic metasediments with thick graphitic intervals (up to 25m), and mafic to intermediate lava flows.

A total of 26 drill holes (4024 m) have been completed on the Bell Property including 8 diamond drill holes (1646m) by Maudore. Diamond drilling (2009 and 2010) intersected semi-massive to massive sulfides lenses as well as thick (+/- 100 metres) felsic volcanic units with disseminated sulfides. Massive sulfides returned values up to 4.2 g/t Ag and 0.22 g/t Au over 0.7 meter. Thick ultramafic rocks also encountered but they did not return economic assays. In 2012, linecutting and IP surveys completed in the eastern part of the property generated three drill targets that have not yet been tested.

Sadie Property

The Sadie property consists of 152 claims (100% Maudore) that cover an area of approximately 86 square kilometers. The property is located 15 kilometers southwest of Lebel-sur-Quévillon (Abitibi, Province of Quebec).

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

EXPLORATION PROPERTIES (CONT’D)

Historical work had identified a gold showing in a sequence of schists (up to 1.3 g/t Au in a grab sample). Drilling completed in the 1950’s encountered semi massive to massive sulfides in a chlorite/sericite altered volcano-sedimentary sequence. These sulfides were described as containing traces of chalcopyrite, but very few base metal and no gold assays were completed (best results: 1.35% Cu over 1 foot). Maudore completed an Airborne VTEM survey in 2008, and tested VTEM conductors with 10 diamond drill holes which returned semi-massive to massive sulfides lenses that did not return economic assays. Geophysical and geologic data will be reevaluated in the upcoming months to determine a course of action for future.

Cedar-Rapids Property

The Cedar-Rapids property consists of 72 claims (100% Maudore) that cover an area of approximately 21 square kilometers. The property is located 10 kilometers south of Lebel-sur-Quévillon (Abitibi, Province of Quebec).

Limited work conducted in 2010 by Maudore identified several intensively altered shear zones mineralized with iron carbonate minerals and anomalous gold. One 2011 drill hole of 483 meters returned an intersection of 0.4 g/t Au over 1 meter. During the summer of 2011, Maudore conducted BeepMat prospecting and anomalous gold values (up to 0.4 g/t Au) were obtained from grab samples. The 2010-2011 assessment report has been filed with MRNFQ. New claim staking has added promise by the addition of three historical showings:

• Cedar Rapids — Zone Village: Grab samples from trenches giving grade up to 169 and 302 g/t Au

• Cedar Rapids — Zone 1: Chip samples with gold grade of 72.8 g/t Au over 0.3 m.

• CDR98-07 (Dyke Zone): Drilled by Cameco Corporation and gave up to 24.3 g/t Au over 1.1 m.

Strong geophysical conductors exist in historic data that require re-surveying with modern airborne EM techniques and drill testing.

Pakodji Property

The Pakodji property consists of 16 claims (100% Maudore) covering approximately 7 square kilometers. The property is located 20 kilometers west of the town of Lebel-sur-Quévillon (Abitibi, Province of Quebec).

The review of exploration programs completed in the 1950’s show semi-massive to massive sulfide lenses occur in a chlorite and sericite altered volcano-sedimentary sequence. Very few base metal or gold assays were collected in 1950s.

Maudore drilled three holes (468m) in 2012, intersecting intermediate to mafic volcanic rocks and graphitic sediments. Massive sulphides were not found and economic assays were not reported.

Comtois Southwest Property

The Comtois Southwest property consists of 69 claims (100% Maudore) that cover an area of approximately 28 square kilometers. The property is located 24 kilometers west of Lebel-sur-Quévillon (Abitibi, Province of Quebec).

Most of the recent drilling targeted IP conductors for Osbell-type gold mineralization in NE-SW oriented felsic volcanic units. Maudore completed several IP surveys, and drilling in 2012 targeted some of these anomalies. Up to 10% disseminated pyrite was logged and the best assay was 0.88 g/t Au over 1.2m (CSW-12-17) from 65.8m.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

EXPLORATION PROPERTIES (CONT’D)

Maudore also reports 1.45 g/t Au over 0.5m (CSW-10-04) from 100.5m in banded iron formation (BIF) mineralized with 0.5% pyrite. The BIF drill hole intercept averaged 0.19 g/t Au over 8.7m.

The Comtois SW property has recently been flown with low-level detailed airborne magnetometer surveys which will allow precise mapping of magnetic units like BIF. Folding and other structures in the BIF should be targeted for gold exploration.

Bernetz Property

The Bernetz property consists of 84 claims (100% Maudore) that cover an area of approximately 37 square kilometers. The property is located 30 kilometers west of Lebel-sur-Quévillon (Abitibi, Province of Quebec).

The Bernetz property is dominated by mafic lava flows and pillow basalts and intermediate tuffs and andesite and intercalated mudstone and graphitic argillite. Semi-massive to massive sulfides lenses in chlorite and sericite altered volcanics is also present. Base metal assays in historical logs are rare, and gold assays absent. One of these lenses was drilled, but no economic values were obtained.

Two historical showings, found in the 1980’s, show potential for gold and base metal type mineralization (up to 3.82 g/t Au over 0.2 meter and 0.65% Zn and 0.11% Cu over 1.0 meter).

Maudore explored for felsic volcanic rocks in the northern part of the property with WSW-ENE stratigraphy and a group of MegaTEM anomalies. Ground surveys included two IP geophysical survey grids and several diamond drill holes of the most prospective anomalies. Up to 2% pyrite and pyrrhotite in stringers were intersected with no significant assays.

Historical MegaTEM conductors remain to be modeled by Maudore, and may provide future drill targets.

Fonteneau-Thémines Property

The Fonteneau-Thémines property consists of 78 claims (100% Maudore) that cover an area of approximately 44 square kilometers. The property is located 35 kilometers west of Lebel-sur-Quévillon (Abitibi, Province of Quebec).

Maudore explored for felsic volcanic rocks interpreted to occur in two bands. The northern band returned mafic to intermediate geochemistry and the southern band returned dacitic composition. Three IP grids were completed and 12 chargeability anomalies identified. Maudore has drilled six diamond drill holes. Sampling of drill core did not return economic assays.

Historical MegaTEM conductors remain to be modeled by Maudore, and may provide future drill targets.

Sleeping-Giant Southeast Property

The Sleeping-Giant Southeast property consists of 215 claims (100% Maudore) that cover an area of approximately 121 square kilometers. 25 claims were allowed to lapse in 2012. The property is located 60 kilometers northeast of the town of Amos (Abitibi, Province of Quebec).

The eastern part of the property is interpreted to contain felsic volcanic units and the northwestern part of the property has similar geology to the Sleeping-Giant mine. Three gold showings are near the felsic volcanogenic units of the property (Arbor: up to 13.1 g/t Au over 0.4 meter from drilling; Coigny trench 1: up to 2.99 g/t Au over 0.2 meter; and Coigny trench 2: up 1.03 g/t Au over 1.0 meter).

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

EXPLORATION PROPERTIES (CONT’D)

Maudore has completed IP ground geophysical surveys which identified 9 chargeability anomalies. Maudore has drilled 13 diamond drill holes targeting Osbell-type deposits in felsic volcatics with low success.

The adjacent Sleeping Giant mine is a high-grade lode gold deposit. Maudore has completed low-level high resolution airborne magnetic surveys, which will provide new detail for structural and geological interpretation to target a deposit similar to Géant Dormant.

Mazarin-Glandelet Property

The Mazarin-Glandelet property consists of 303 claims (100% Maudore) that cover an area of approximately 157 square kilometers. 16 claims were allowed to lapse in 2012. The property is located 60 kilometers north of the town of Amos (Abitibi, Province of Quebec).

The property is underlain by mafic to felsic metavolcanics, intruded by gabbro in the western part of the property. Mudstone, chert and iron formation are also mapped, as unlike other Maudore properties, outcrop is abundant. According to the SIGEOM government database no economic mineral occurrences are present on the property.

The review of previous exploration work suggests bimodal volcanism and rhyolites are present on the property. Ultramafic rocks in the area have high potential for magmatic Cu-Ni PGE mineralization. Prospecting discoveries include iron formations with chert horizons associated with felsic volcanics with anomalous zinc and gold. In 2011 Maudore conducted Beep Mat prospecting and flew a VTEM survey over the northern half of the property. Later, five drill holes failed to return economic assays.

High resolution low-level magnetometer and radiometric surveys were completed on the property in late 2012. This new data will be interpreted to locate potential structures that may be conduits for hydrothermal gold mineralization. VTEM data will also be reviewed in detail by an experienced geophysicist.

Dalet Property

The Dalet property consists of 454 claims (100% Maudore) that cover an area of approximately 225 square kilometers. Two claims were allowed to lapse in 2012. The property is located 70 kilometers north of the town of Amos (Abitibi, Province of Quebec).

The Dalet property is underlain by mafic to intermediate volcanic rocks striking NW-SE against the contact of the Mistaouac tonalite stock to the west. The northeast part of the property is dominated by large volumes of highly magnetic ultramafic bodies with potential for magmatic Cu-Ni-PGE mineralization.

In 2011, Maudore compiled historical work and initiated Beep Mat prospecting. Samples of semi-massive to massive sulfides returned up to 2.9 g/t Ag, 0.5% Zn et 0.1 g/t Au. In the Nathalie part of the property Maudore grab samples returned 1.1% Ni, 1.7% Cu, 5.9 g/t Ag, 0.4 g/t Au, 0.4 g/t Pt and 0.8 g/t Pd from badly weathered rock that returned an ultramafic composition. Field crews conducted a surface stripping program over gold-bearing grab samples in the central part of the property.

High resolution low-level magnetometer and radiometric surveys were completed on the property in late 2012. When available the new airborne magnetics will be interpreted to upgrade current geological compilation maps. 2012 VTEM data will also undergo detailed analysis. Conductors will be identified, ranked and modeled for future drill testing targeting VMS or Magmatic Cu-Ni-PGE mineralization.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

EXPLORATION PROPERTIES (CONT’D)

Agreement to Acquire 25 Percent Interest in the Windfall Lake Project

Maudore has signed a purchase and sale agreement with Noront Resources Ltd. (“Noront”) to acquire Noront’s 25% interest in the Windfall Lake Project (the “Noront Agreement”). Maudore has agreed to pay Noront a sum of $10 million in cash plus three million warrants which entitle Noront to purchase common shares of Maudore on a one-to-one basis, such warrants having an exercise price of $2.20 per common share of Maudore (being the closing price of common shares of Maudore on December 4, 2012) and expiring at 5:00 PM (Toronto time) on December 4, 2013. Maudore will, subject to certain conditions, pay to Noront an additional amount in the event that Maudore acquires, directly or indirectly, the 75 % interest of Eagle Hill Exploration Corporation (“Eagle Hill”) in the Windfall Lake Project (the “75% Interest”) by way of merger or other acquisition of all issued and outstanding common shares of Eagle Hill, equal to the difference (if any) between (i) one third of the purchase price paid by Maudore for the 75% Interest and (ii) $10 million. Consideration for the additional payment will be Maudore common shares.

Pursuant to the Noront Agreement and subject to certain conditions, Maudore has the right to direct Noront to enforce its rights under the option agreement dated July 20, 2009 between Noront and Eagle Hill (the “Option Agreement”) including its right to repurchase the 75 % Interest from Eagle Hill and transfer the 75% Interest to Maudore, provided that (i) Noront agrees that the repurchase should be exercised; (ii) Maudore shall pay to Noront up to $6,000,000 at the time of completion of the repurchase; and (iii) no other consideration shall be paid by Maudore to Noront in connection with the repurchase and the transfer of the 75 Percent Interest to Maudore.

The Noront Agreement is subject to certain conditions. In particular, Maudore’s obligation to purchase Noront’s 25% interest in the Windfall Lake Project is subject to its acquisition of the 75% Interest, or Noront obtaining the consent of Eagle Hill pursuant to the Option Agreement for the transfer of Noront’s 25% interest and any required regulatory approvals, including that of the TSX Venture Exchange.

INFORMATION ON SHARE CAPITAL

	December 31, 2012		April 3, 2013
Shares		26,941,687		30,201,687
Shares options		2,025,000		1,895,000
Warrants		977,983		1,683,571
		29,944,670		33,780,258

STOCK OPTION PLAN

The purpose of the Plan is to serve as an incentive for the directors, officers, employees and consultants who will be motivated by the Company’s success as well as to promote ownership of common shares of the Company by these people. There is no performance indicator relating to profitability or risk attached to the plan.

Under its share option plan, the Company may grant a maximum of 5,000,000 share purchase options to its directors, officers, employees and consultants. The exercise price of each option may not be lower than the market price of the Company’s share on the TSX Venture Exchange the day preceding the date of the grant and the term of an option cannot exceed 5 years. The options are exercisable at the date of the grant.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

FINANCING ACTIVITIES DURING THE YEAR

Financial resources are available through the issuance of common shares or the issuance of debt.

In 2011, the Company completed private placements of 2,761,807 flow-through units for a total cash consideration of $22,946,615.

In 2012, 247,500 options were exercised for a total cash consideration of $387,325 (532,000 options for $667,200 in 2011).

On December 18, 2012, the Company closed a total of $3,250,000 in secured term loans with City Securities Ltd (a corporation owned by Seager Rex Harbour who owns directly or indirectly more than 10% of the common shares of the Company) and Monemvasia PTY Ltd (a corporation associated with Kevin Tomlinson, a director of the Company) (the “Lenders”). The term loans bear an interest rate of 12% per annum (effective rate of 16.45% per annum) and are intended to be outstanding during an interim period until a debt facility is completed. The term loans will mature on March 31, 2014, unless repaid or redeemed earlier in accordance with the terms and conditions of the term loans. The term loans were guaranteed by hypothecs on the important claims of the Company related to Comtois. The Company agreed to pay the Lenders structuring fees equal to 5% of the term loans for $162,500.

WORKING CAPITAL

On December 31, 2012, the working capital of the Company was at $1,157,087 ($11,870,482 as of December 31, 2011). Management intends to complete private placements or issue debt to meet its short term liquidity requirements and its obligations as well as make certain exploration expenses to keep its properties in good standing. In the future the exploration and development of Maudore’s properties may require additional financing. In the past, the Company has been able to rely on its capabilities to raise money by public and private placements and also issuance of debt. However, there can be no assurance it will be able to do so in the future. The global economy and financial markets have been unpredictable for many months and have impacted our industry and its ability to finance. The equity markets have not recovered and financing remains difficult, especially for junior exploration companies.

SELECTED ANNUAL INFORMATION

	2012			2011			2010
	$			$			$
Interest income		86,901			54,046			25,001
Net loss and comprehensive loss		(2,118,091	)		(1,804,705	)		(2,614,133	)
Basic and diluted loss per share		(0.08	)		(0.07	)		(0.11	)
Total assets		48,007,735			47,946,911			26,623,745
Non-current liabilities		8,132,337			1,995,278			—

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

SELECTED QUARTERLY INFORMATION

Operating results for each quarter for the two last years are presented in the table below.

	2012												2011
	Q4			Q3			Q2			Q1			Q4			Q3		Q2			Q1
	$			$			$			$			$			$		$			$
Interest revenues		12,829			18,649			25,840			29,583			13,005			13,586		22,053			5,402
Net income (loss) and comprehensive income (loss)		(1,268,574	)		(658,925	)		(153,492	)		(37,100	)		(2,042,150	)		329,454		(330,692	)		238,684
Basic and diluted net income (loss) per share		(0.05	)		(0.03	)		(0.01	)		—			(0.07	)		0.01		(0.01	)		—

The main variations between the quarters can be explained as follow:

• Professional fees related to proxy contest: legal professional fees as well as fees relating to shareholders solicitation of $1,687,825 were incurred mainly during Q3 2012 relating to the annual shareholder meeting held on July 19, 2012;

• Stock-based compensation: the only grant in 2012 occurred in December 2012 when 860,000 options where granted at a fair value calculated with the Black Scholes model of $0.83 for a total of $713,800 of which $672,300 was expensed and the balance was capitalised in the exploration and evaluation assets. In 2011, two grants occurred, the first one in April 2011 for 435,000 options and the second in August for 250,000 options with a weighted fair value of $2.81 for a total of $1,925,875 of which $1,565,875 was expensed ($892,800 in Q2 2011, $531,350 in Q3 2011 and $141,725 in Q4 2011) and $360,000 was capitalized in the exploration and evaluation assets.

• Recovery of deferred income taxes: adjustments on deferred income taxes mainly relates to the amortization of the premium related to the issuance of flow-through shares;

• Salaries, remuneration and other employee benefits expense: a new management team was put in place following the July 19, 2012 annual shareholder meeting. Salaries, remuneration and other employee benefits expense was $302,665 in Q4 2012 versus $50,842 in Q4 2011.

FORTH QUARTER 2012

Results

The Q4 2012 results show a loss before tax of $1,798,156 ($436,488 for Q4 2011).

The main variations between the Q4 2012 and Q4 2011 can be explained as follow:

• Professional fees and contractual fees: legal fees relating to the reorganisation of the Company as well as due diligence fees relating to the review of potential acquisition targets;

• Stock-based compensation: the only grant in 2012 occurred in December 2012 when 860,000 options where granted at a fair value calculated with the Black Scholes model of $0.83 for a total of $713,800 of which $672,300 was expensed and the balance was capitalised in the exploration and evaluation assets. In 2011, two grants occurred, the first one in April 2011 for 435,000 options and the second in August for 250,000 options with a weighted fair value of $2.81 for a total of $1,925,875 of which $1,565,875 was expensed ($892,800 in Q2 2011, $531,350 in Q3 2011 and $141,725 in Q4 2011) and $360,000 was capitalized in the exploration and evaluation assets.

• Salaries, remuneration and other employee benefits expense: a new management team was put in place following the July 19, 2012 annual shareholder meeting. Salaries, remuneration and other employee benefits expense was $302,665 in Q4 2012 versus $50,842 in Q4 2011.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

Exploration activities

During Q4 2012, $2,997,745 of exploration work was engaged compared to $2,519,154 in Q4 2011.

Financing Activities

On December 18, 2012, the Company closed a total of $3,250,000 in secured term loans (see the above financing activities during the year section for a detailed description).

On December 21, 2011, the Company completed a private placement of 1,607,143 flow-through units for a gross proceed of $13,500,001.

Agreement to Acquire 25 Percent Interest in the Windfall Lake Project

Please refer to the exploration properties section for a detailed discussion on the Windfall lake Project.

OFF BALANCE SHEET ARRANGEMENTS

In 2012, the Company did not enter into any off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Flow-through private placements

The Company is funded in part by the issuance of flow-through shares and under the tax rules regarding this type of financing, the Company is required to conduct mineral exploration work. These tax rules also set deadlines for the completion of exploration work to be undertaken no later than the first of the following dates:

• Two years following the flow-through placements;

• One year after the Company has renounced the tax deductions relating to the exploration work.

Commitments to carry out exploration work that are not respected are subject to a combined tax rate of 30% (Canada and Quebec). However, there is no guarantee that expenses incurred will qualify as Canadian exploration expenses, even if the Company is committed to take all necessary measures in this regard. The refusal of certain expenses by the tax authority would have a negative tax impact for investors.

As of December 2010, the Company renounced tax deductions of $5,008,264 following flow-through placements realised on December 30, 2010. An amount of $954,702 has been recorded as recovery of deferred income taxes against the comprehensive loss in 2011, the Company having engaged all the related exploration expenses.

As of December 31, 2011, the Company renounced tax deductions of $22,946,615 following several flow-through placements. As of December 31, 2011, an amount of $5,435,214 has been recorded in the liabilities related to issuance of flow-through share units and $3,277,476 was recorded as recovery of deferred income taxes against the comprehensive loss in 2011, the Company having engaged part of the related exploration expenses. As of December 31, 2012, the $5,435,214 of liabilities related to issuance of flow-through share units was reversed in the comprehensive loss as recovery of deferred income taxes since the Company had engaged all the exploration expenses relating to the 2011 flow-though private placements.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

CONTRACTUAL OBLIGATIONS AND COMMITMENTS (CONT’D)

Operating lease

The Company’s future minimum operating lease payments are as follows:

	December 31, 2012
	$
Within 1 year		31,224
1 to 5 years		20,816
After 5 years		—
Total		52,040

In 2011, the Company has rented premises for one year from September 1, 2011 to August 31, 2012 and the monthly rent is $2,540, including operational expenses and municipal taxes. In March 2012, an amendment was signed to extend the lease up to August 31, 2014. In December 2012, an amendment was signed to establish the rent at $2,602 per month.

Term loans

On December 18, 2012, the Company closed a total of $3,250,000 in secured term loans. The term loans bear an interest rate of 12% per annum and are intended to be outstanding during an interim period until a debt facility is completed. The term loans will mature on March 31, 2014, unless repaid or redeemed earlier in accordance with the terms and conditions of the term loans. The term loans were guaranteed by hypothecs on the important claims of the Company related to Comtois.

RELATED PARTY TRANSACTIONS

Compensation to key management

Key management personnel of the Company are members of the board of directors, as well as the president, the chief operating officer and the chief financial officer. Key management remuneration is as follows:

	2012		2011
	$		$
Short-term benefits :
Salaries, remuneration and other employee benefits expenses		529,925		255,711
Salaries and other employee benefits expenses capitalized in exploration and evaluation assets		226,712		212,042
Professional and contractual fees		6,000		6,000
Professional fees related to proxy contest		85,000		—
Share-based payment:
Share-based compensation		643,250		1,510,115
Share based compensation capitalized in exploration and evaluation assets		—		360,000
Total compensation		1,490,887		2,343,868

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

RELATED PARTY TRANSACTIONS (CONT’D)

Included in the above compensation to key management:

• Remuneration of the Chairman since July 19, 2012 for $48,611. In addition, professional fees of $85,000 were paid in relation to the proxy contest. Both amounts were paid to a company controlled by the Chairman;

• Remuneration of the Deputy Chairman since December 1, 2012 for 6 000 $. In addition, professional fees of $40,600 were paid in relation with the acquisition transactions. Both amounts were paid to a company controlled by the Deputy Chairman;

• Remuneration of the chief executive officer since July 19, 2012 for $136,111;

• Remuneration of the chief executive officer up to July 19, 2012 for 70 000 $ ($120,000 in 2011). In addition, a 40 000 $ severance payment was made out of a 180 000 $ severance commitment to be paid over 18 months;

• Remuneration of the chief operating officer since October 22, 2012 for $46,012, paid to a company controlled by the chief operating officer;

• Professional fees of the chief financial officer for $6,000 ($6,000 in 2011).

Other related party transactions

In addition to the amounts listed above in the compensation to key management:

• Professional fees and disbursements of $55,071 ($46,100 in 2011) have been paid to the corporate secretary of the Corporation. In 2012, the corporate secretary exercised 7,500 options at a price of $1.51 for a total of $11,325 (in 2011, 10,000 options at a price of $0.70 for a total of $10,000).

As at December 31, 2012, the balance due those related parties amounted to $10,942 (none as at December 31, 2011).

Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantee was given or received. Outstanding balances are usually settled in cash.

SUBSEQUENT EVENTS

Acquisition of NAP Quebec Mines Ltd and $22 million Credit Facility

On March 22, 2013, the Company acquired the Sleeping Giant Mill and the Quebec-based gold assets from North American Palladium Ltd. through the acquisition of all of the outstanding shares of NAP Quebec Mines Ltd. (“NAP Quebec”) in accordance with a Purchase Agreement. The Processing Facility is strategically located 60 km west of Maudore’s Osbell Deposit and 150 km north of Val-d’Or, Quebec, along Highway 109, a route which continues north to Matagami, Quebec.

In consideration for the shares of NAP Quebec, Maudore has paid to NAP a cash consideration of $18 million which has been funded through the credit facility described below, and has issued to NAP 1,500,000 common shares. The TSX Venture Exchange (the “TSXV”) has approved the acquisition.

The $18 million purchase price for the shares of NAP Quebec is fully funded by a senior secured credit facility in the amount of $22 million provided to Maudore by FBC Holdings Sarl (“FBC”), an arm’s length party, on March 22, 2013 (the “Credit Facility”). The Credit Facility bears interest at the rate of 15% per annum, payable quarterly in arrears, with a maturity date of March 22, 2016. In order to secure repayment of the Credit Facility, Maudore has granted to FBC a first-ranking charge over all of its and its subsidiaries’ present and future personal property and material real property, including specified mining rights.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

SUBSEQUENT EVENTS (CONT’D)

In consideration of the commitment made by FBC under the Credit Facility and in lieu of further structuring fees, Maudore has issued to FBC 1,760,000 common shares and 880,000 common share purchase warrants. Each warrant shall entitle FBC to subscribe for one common share during a period of 2 years following the date of its issuance, at a price equal to $1.08, being the closing price of common shares of Maudore on the TSXV on March 22, 2013. The TSXV has approved the issuance of the common shares and warrants to FBC.

The consummation of this transaction allows Maudore to further advance its strategy of consolidating its position in a highly prospective yet grossly under-explored region within a globally competitive mining jurisdiction, and provides the Company with a degree of optionality as regards the development of its resources. Moreover, in addition to having a strategically important land position of 144,000 ha (1,440 km²) in the Northern Volcanic Zone of the Abitibi Greenstone Belt of Quebec, Maudore is also inheriting a highly talented workforce capable of developing its resources.

The Processing Facility is designed to operate at a rate of 900 tonnes per day (tpd), and is currently processing between 400-600 tpd with +/- 92% gold recovery, five days per week, treating underground ore from the Vezza gold project as it continues to ramp up to a production footing. Ore is fed through a grizzly into a crushing plant with a primary jaw crusher and two cone crushers with screening, then to a rod mill and two ball mills to produce a pulp that undergoes conventional leaching followed by a CIP (carbon in pulp) circuit, stripping facilities, electrowinning and an induction furnace to produce gold dore. In 2010, NAP determined that the Processing Facility could be upgraded in two phases from 900 to 1,250 tpd, and then from 1,250 to 1,750 tpd. NAP initiated the upgrade and later put the expansion on hold in order to focus on their palladium assets. It is expected that the adjacent Tailings Facility could last approximately 10 years at this higher throughput rate with additional expansion work within the facility and the underground operations, as indicated in a NAP Quebec internal report completed in 2012 by AMEC Amériques Ltée.

The table below sets forth current resources of Maudore after giving effect to the acquisition of NAP Quebec:

Project	Mineral Resource Estimates	Gold Resource (x1000 oz)		Category
Osbell	8,463,800 tonnes at 2.0 g/t gold (Au) for 546,299 ounces indicated and 8,115,800 tonnes at 4.8 g/t Au for 1,258,990 ounces inferred (Maudore press release of October 29, 2012).		546	Indicated
			1,259	Inferred
Vezza	A 2010 measured and indicated resource of 1,510,000 tonnes grading 5.9 g/t Au for 287,500 ounces and an inferred resource of 754,000 tonnes grading 5.0 g/t Au for 121,500 ounces Au.		288	Measured and Indicated
			122	Inferred

Note: Totals do not add up due to rounding. Osbell Resource Estimate for Maudore Minerals Ltd. Nov 30, 2012 by Alain Carrier, PGeo (InnovExplo Inc.), Pierre-Luc Richard, PGeo (InnovExplo Inc.), Christian D’Amours, PGeo (GeoPointCom), and Alain Dorval, Eng. (InnovExplo Inc.); Vezza Resource Estimate for North American Palladium Ltd. by Scott Wilson Roscoe Postle Associates Inc., 2010 prepared by Bernard Salmon, PEng and Petr Pelz, PGeo.

In compliance with National Instrument 43-101 Standards for Mineral Projects (“NI 43-101”), a NI 43-101 compliant technical report in respect of the Vezza project will be prepared by the Company within the next 45 days. The Company has retained Christian D’Amours, PGeo (GeoPointCom) to prepare such report.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

SUBSEQUENT EVENTS (CONT’D)

The table below sets forth the historical mineral resource estimates acquired with the purchase of NAP Quebec. A qualified person has not performed sufficient work to classify the historical estimates as current mineral resources; and Maudore is not treating the table of historical mineral resource estimates as current mineral resource estimates.

Project	Historical Mineral Resource Estimates	Gold Resource (x1000 oz)	Category
Discovery	2008 measured resources of 3,109 tonnes grading 8.95 g/t for 895 ounces, indicated resource of 1,278,973 tonnes grading 5.74 g/t Au for 236,180 ounces and an inferred resource of 1,545,500 tonnes grading 5.93 g/t Au for 294,473 ounces.	1 236 294	Measured Indicated Inferred
Flordin	A 2011 measured resource of 116,000 tonnes grading 3.25 g/t Au for 12,133 ounces Au, indicated resource of 2,707,000 tonnes grading 1.77 g/t Au for 153,998 ounces Au, and 2,199,000 tonnes grading 1.95 g/t Au for 137,561 ounces Au.	166 137	Measured and Indicated Inferred
Sleeping Giant	A 2008 measured and indicated resource of 489,200 tonnes grading 9.7 g/t Au for 152,743 ounces Au.	153	Measured and Indicated

Note: Totals do not add up due to rounding. The subsequent section cautions readers on the relevance and reliability of historical mineral resource estimates presented in this table. Historical mineral reserves are not included.

The Discovery historical resource estimate is sourced from “Technical Report on the Scoping Study and Mineral Resource Estimate for the Discovery Project (according to Regulation 43-101 and Form 43-101F1)” by InnovExplo Inc., prepared by Carl Pelletier, PGeo for Cadiscor Resources Inc. in 2008. The historical estimate is not relevant today because additional diamond drilling completed by NAP Quebec since 2008 must be included, and the cut-off grade applied to the resource estimate must be re-evaluated in light of present market conditions (gold price, exchange rate, and mining cost). Maudore believes that the historical estimate is reliable because Maudore has worked extensively with InnovExplo and the author since 2006, and believes that all work was completed at a high professional standard. Resource categories used in the historical estimate are in compliance with CIM Definition Standards on Mineral Resources and Mineral Reserves. Parameters used are minimum mining width of 1.6 m (horizontal thickness), cut-off grade of 3 g/t Au, capping grade of 35 g/t Au, and specific gravity of 2.82 g/cm³. Polygonal on longitudinal method used cross sections to confirm grade and thickness, which were located on a longitudinal section, where polygons were traced and the volume and grade calculated (using AutoCAD and Promine software). In order to upgrade the historical estimate new drilling must be digitized, validated, and quality control protocols checked, prior to appending to the current drill database which will then be imported to GEMs software to generate a block model and estimate a mineral resource. All work must be completed by qualified persons and evaluated to the current 43-101 Standards for Mineral Projects. A qualified person has not performed sufficient work to classify the Discovery historical estimate as a current mineral resource; and Maudore is not treating the Discovery historical mineral resource estimate as a current mineral resource estimate.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

SUBSEQUENT EVENTS (CONT’D)

The Flordin historical resource estimate is sourced from “43-101 Technical Report and Resource Estimate on the Flordin Property (according to Regulation 43-101 and Form 43-101F1)” by InnovExplo Inc. and prepared by Pierre-Luc Richard, PGeo and Carl Pelletier, PGeo for North American Palladium Ltd in 2011, which was filed on SEDAR. The historical estimate is not relevant today because additional diamond drilling completed by NAP Quebec since 2011 must be included, and the cut-off grade applied to the resource estimate must be re-evaluated in light of present market conditions (gold price, exchange rate, and mining cost). Maudore believes that the historical estimate is reliable because Maudore has worked extensively with InnovExplo and the authors since 2006, and believes that all work was completed at a high professional standard. Resource categories used in the historical estimate are in compliance with CIM Definition Standards on Mineral Resources and Mineral Reserves. InnovExplo used the squared inverse distance method to interpolate gold grades in a block model, and a pit-shell confined portions of the model. A minimum cut-off grade of 0.5 g/t Au was used for the open pit portion of the Mineral Resource Estimate and a minimum cut-off grade of 3.50 g/t Au was used for the underground model. Drill hole intercepts were calculated to a 3.0 meter minimum true thickness and specific gravity of 2.8 t/m³ was used. In order to upgrade the historical estimate new drilling must be added to the database, validated and quality control protocols checked, prior to being appended to the current dataset for a subsequent block model, mineral resource estimate, and possible Whittle pit shell model. All work must be completed by qualified persons and evaluated to the current 43-101 Standards for Mineral Projects. A qualified person has not performed sufficient work to classify the Flordin historical estimate as a current mineral resource; and Maudore is not treating the Flordin historical mineral resource estimate as a current mineral resource estimate.

The Sleeping Giant historical resource estimate is sourced from “Technical Report, The Sleeping Giant Mine Northwestern Quebec” by Genivar LP, and prepared by Tyson Birkett, PEng, Josée Couture, PEng, and Christian Bézy, PGeo for Cadiscor Resources Inc. in 2008. The historical estimate is not relevant today for several reasons: 1) additional drilling completed by NAP Quebec since 2008 must be included; 2) material mined by NAP Quebec since 2008 must be subtracted from the historical resource estimate (prior reserve estimates are not included for this reason); 3) cut-off grade applied to the resource estimate must also be re-evaluated in light of present market conditions (gold price, exchange rate, and mining cost); 4) recent work and subsequent reporting by NAP Quebec not available to the public have demonstrated the historical estimate is out of date. Maudore believes that the historical estimate can be relied on because much of it is based on mining experience at Sleeping Giant and believes that work was conducted at a high technical standard and the author is an employee of NAP Quebec and is known to Maudore. Resource categories used in the historical estimate are in compliance with CIM Definition Standards on Mineral Resources and Mineral Reserves. Mineral resources were calculated using the polygon method on inclined longitudinal sections, which has been used in the past to yield reliable results. Capping varied from 60-250 g/t Au depending on the vein; grades, tonnage and costs derived from actual mining were integrated, and minimum mining width 1.6m applied to stopes with dip greater than 50° and minimum mining width 1.8m applied to stopes with dip less than 50°. Nominal dilution of 15% was applied, and mining recovery varied from 75-100%. In order to upgrade the historical estimate, a massive project of digitization of paper records is required, then new drilling must be added to the database, validated, and quality control protocols checked. Underground workings must be digitized and subtracted from a block model, likely generated using GEMs software, followed by a resource calculation. All work must be completed by qualified persons and evaluated to the current 43-101 Standards for Mineral Projects. A qualified person has not performed sufficient work to classify the Sleeping Giant historical estimate as a current mineral resource; and Maudore is not treating the Sleeping Giant historical mineral resource estimate as a current mineral resource estimate.

ACCOUNTING CHANGES

There was no change in accounting policies during 2012.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

RISKS AND UNCERTAINTIES

The following discussion reviews a number of important risks which management believes could impact the Company’s business.

Financial Risk

The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are summarized in Note 10 of the December 31, 2012 financial statements. The main types of risks are market risk, credit risk and liquidity risk.

The Company’s risk management is coordinated closely with the Board of Directors. The objectives are to secure short- to medium-term cash while minimizing the exposure to financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes.

No changes were made in the objectives, policies and processes relating to the risk management during the reporting periods. The most significant financial risks to which the Company is exposed are described below:

Interest rate sensitivity

Banker acceptances bear interest at a fixed rate and the Company is, therefore, exposed to the risk of changes in fair value resulting from interest rate fluctuations. All the investments are at amortized cost so there is no impact on profit or loss related to the fair value variation.

Credit risk

Credit risk relates to the risk that one party to a financial instrument will not fulfill some or all of its obligations, thereby causing the Company to sustain a financial loss. The Company’s maximum exposure to credit risk is limited to the carrying amount of financial assets, cash and cash equivalents at the reporting date for amounts of $3,126,129 at December 31, 2012 and $15,169,610 at December 31, 2011.

The risk related to cash and cash equivalents is considered negligible since the Company is dealing with reputable Canadian-based financial institutions whose credit ratings are excellent. The Company’s management considers that all the above financial assets are of good credit quality.

Liquidity risk

The risk management of liquidity aims at maintaining sufficient cash and cash equivalents in order to ensure that the Company has the required funds to meet either from private or public offerings. During the year the Company has sustained its exploration program and working capital requirement by flow-through share financing and the exercise of share options. Obligations of the Company in terms of liabilities and other payables mature over the next 90 days. The Company’s existing cash and cash equivalents resources significantly exceed the current cash outflow requirements.

Risks Relating to the Industry

Titles to Mining Properties

Although management has taken steps to verify title to mining properties in which the Company has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and be non-compliant with regulatory requirements.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

RISKS AND UNCERTAINTIES (CONT’D)

Substantial Capital Expenditures Required

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract metal from the ore and, in the case of new properties, to develop mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis. The discovery of mineral deposits is dependent upon a number of factors. These factors include, but are not limited to, the quality of the team in charge of prospecting, the quality of the exploration area, including the grade and tonnage of ore, the configuration of the potential ore body, climatic conditions, adequate access to the site and any other unforeseen events. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which relate to particular attributes of the deposit, such as size, grade and proximity to infrastructure, and more general factors such as metal prices and government regulations, including environ-mental protection. Most of these factors are beyond the control of the Company. In addition, because of these risks, there is no certainty that the expenditures to be made by the Company on the exploration of its properties will result in the discovery of commercial quantities of ore.

Operating Hazards and Risks

Operations in which the Company has an interest are or will be subject to hazards and risks normally incidental to exploration, development and production of minerals, any of which could result in work stoppages, damage to or destruction of property, loss of life and environmental damage. The Company does not currently carry any liability insurance for such risks, electing instead to ensure its contractors have adequate insurance coverage. The nature of these risks is such that liabilities might exceed any insurance policy limits, the liabilities and hazards might not be insurable or the Company might not elect to insure itself against such liabilities due to high premium costs or other factors. Such liabilities may have a materially adverse effect upon the Company’s financial condition.

Fluctuating Mineral Prices

The mining industry is heavily dependent upon the market price of the metals or minerals being mined. There is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist for the sale of the same. There can be no assurance that mineral prices will be such that the Company’s properties can be mined at a profit. Factors beyond the control of the Company may affect the marketability of any minerals discovered. The prices of many base and precious metals have experienced volatile and significant price movements over short periods of time, and are affected by numerous factors beyond the control of the Company.

Price Volatility of Publicly Traded Securities

In recent years, the securities markets in Canada and in the United States have experienced a high level of price and volume volatility, and the market prices of securities of many companies, including mining companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

RISKS AND UNCERTAINTIES (CONT’D)

Conflicts of Interest

Some of the directors and officers of the Company are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations may arise where these directors and officers will be in direct competition with the Company. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the law of incorporation of the Company. Some of the directors and officers of the Company are or may become directors or officers of other companies engaged in the same or other business ventures.

Dependence on Management and Key Personnel

The success of the Company is currently largely dependent on the performance of its directors, officers and other qualified personnel. The loss of the services of any of these persons could have an adverse effect on the Company’s business and prospects.

Environmental Risks and other Regulatory Requirements

The current or future operations of the Company, including exploration or development activities and commencement of production on its properties require permits from various federal, provincial and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which the Company may eventually require for the construction of mining facilities and the conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which the Company might undertake. The Company considers that it is in material compliance with the existing environmental legislation. At the exploration stage, costs related to environmental legislation compliance are not material.

STRATEGY

Management will continue to account for the Company’s funds very rigorously, its first goal being the optimization of shareholders’ return on investment. The acquisition of the Sleeping Giant mill referred to in the subsequent events section provides a clear path to production for its current ore resources and subsequent discoveries. Management, while applying its development strategy, will consider the global environment, the fluctuation in the Company’s share price and the overall market in gold and metal prices.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2012

FORWARD LOOKING STATEMENTS

Some statements contained in this MD&A constitute forward looking statements, including, without limitation, anticipated developments in the Company’s operations in future periods and other events or conditions that may occur in the future. These statements are about the future and are inherently uncertain and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those mentioned herein under heading “RISKS AND UNCERTAINTIES”. Management believes that the expectations reflected in these statements are reasonable but no assurance can be given that these expectations will prove to be correct. It is recommended not to place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur.

April 3, 2013

(s) Kevin Tomlinson	(s) Ingrid Martin
Kevin Tomlinson	Ingrid Martin
President and CEO	CFO

- 26 -

EX-2.4

Exhibit 2.4

MAUDORE MINERALS LTD.

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six-month period ended June 30, 2013

The attached unaudited condensed consolidated interim financial statements have been prepared by

Management of Maudore Minerals Ltd and have not been reviewed by the auditors of the Company

Maudore Minerals Ltd.

2000 Peel Street, Suite 620, Montreal, QC, H3A 2W5

Tel.: 514.439.0990 – Fax: 514.439.0590

Website: www.maudore.com – Email: info@maudore.com

TSX-V: MAO

MAUDORE MINERALS LTD.

Consolidated Statements of Financial Position

(unaudited, in Canadian dollars)

		June 30,			December 31,
	Notes	2013			2012
		$			$
ASSETS
Current
Cash and cash equivalents	6		4,683,194			3,126,129
Tax credits receivable			6,796,451			149,286
Accounts receivable			24,967			—
Sales tax receivable			1,023,042			211,700
Inventories	7		6,491,832			—
Prepaid expenses			390,837			40,513
			19,410,323			3,527,628
Non-current
Restricted cash	18		1,880,084			—
Exploration and evaluation assets	8		50,808,909			44,480,107
Property, plant and equipment	9		10,151,822			—
			62,840,815			44,480,107
Total assets			82,251,138			48,007,735
LIABILITIES
Current
Accounts payable and accrued liabilities			11,254,404			2,370,541
Current portion of obligations under finance leases			180,282			—
			11,434,686			2,370,541
Non-current
Term loans	10		—			3,091,383
Credit facility	11		19,006,723			—
Obligations under finance leases			107,597			—
Mine restoration provision	12		6,195,440			—
Other liabilities			166,630			—
Deferred tax liabilities			3,218,438			5,040,954
			28,694,828			8,132,337
Total liabilities			40,129,514			10,502,878
EQUITY
Share capital	13		60,585,641			43,348,994
Contributed surplus			6,579,202			5,979,425
Warrants	13		1,089,203			599,777
Deficit			(26,132,422	)		(12,423,339	)
Total equity			42,121,624			37,504,857
Total liabilities and equity			82,251,138			48,007,735

The accompanying notes are an integral part of the consolidated financial statements.

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MAUDORE MINERALS LTD.

Consolidated Statements of Comprehensive Loss

(unaudited, in Canadian dollars)

	Notes	For the three-month period ended June 30,						For the six-month period ended June 30,
		2013			2012			2013			2012
		$			$			$			$
MINE OPERATING EXPENSES
Production costs			(158,673	)		—			(222,810	)		—
Depreciation and amortization			(17,864	)		—			(22,667	)		—
Loss from mining operations			(176,537	)		—			(245,477	)		—
OTHER EXPENSES
General and administrative expenses			(708,756	)		(332,131	)		(1,766,729	)		(578,562	)
Acquisition related expenses			(69,511	)		—			(2,208,958	)		—
Professional fees related to proxy contest			—			(127,561	)		—			(127,561	)
Exploration and evaluation expenses			(25,715	)		—			(95,539	)		—
Loss on disposal of property, plant and equipment			(26,497	)		—			(26,497	)		—
Impairment of property, plant and equipment	9		(9,830,000	)		—			(9,830,000	)		—
Loss from operations			(10,837,016	)		(459,692	)		(14,173,200	)		(706,123	)
OTHER INCOME OR EXPENSES
Interest expense			(1,158,057	)		—			(1,618,581	)		—
Finance costs on mine restoration provision			(39,080	)		—			(41,328	)		—
Interest income			12,101			25,840			15,307			55,422
Loss before income taxes			(12,022,052	)		(433,852	)		(15,817,802	)		(650,701	)
Recovery of deferred income taxes and mining duty taxes			1,062,688			280,360			2,108,719			460,108
NET LOSS AND COMPREHENSIVE LOSS			(10,959,364	)		(153,492	)		(13,709,083	)		(190,593	)
Weighted average number of basic and diluted outstanding shares			33,759,455			26,725,341			30,531,504			26,725,341
Basic and diluted loss per share			(0.33	)		—			(0.45	)		—

The accompanying notes are an integral part of the consolidated financial statements.

- 3 -

MAUDORE MINERALS LTD.

Consolidated Statements of Change in Equity

(unaudited, in Canadian dollars)

	Number of
	shares		Share			Contributed
	outstanding		capital			surplus			Warrants			Deficit			Total equity
			$			$			$			$			$
Balance at January 1, 2012		26,694,187		42,721,672			4,970,148			1,176,091			(10,305,248	)		38,562,663
Net loss and comprehensive loss		—		—			—			—			(190,592	)		(190,592	)
Transactions with owners:
Exercise of share options		57,500		153,525			(66,700	)		—			—			86,825
Warrants expired		—		—			297,366			(297,366	)		—			—
Share issue expenses		—		(55,869	)		—			—			—			(55,869	)
Balance at June 30, 2012		26,751,687		42,819,328			5,200,814			878,725			(10,495,840	)		38,403,027
Balance at January 1, 2013		26,941,687		43,348,994			5,979,425			599,777			(12,423,339	)		37,504,857
Net loss and comprehensive loss		—		—			—			—			(13,709,083	)		(13,709,083	)
Transactions with owners:
Acquisition of Aurbec Mines Inc.		1,500,000		1,518,000			—			—			—			1,518,000
Private placement		17,039,835		15,506,250			—			—			—			15,506,250
Less: value warrants		—		(681,593	)		—			681,593			—			—
Broker warrants		—		(55,610	)		—			55,610			—			—
Warrants expired		—		—			599,777			(599,777	)		—			—
Credit facility structuring fees		1,760,000		1,900,800			—			352,000			—			2,252,800
Share issue expenses		—		(951,200	)		—			—			—			(951,200	)
Balance at June 30, 2013		47,241,522		60,585,641			6,579,202			1,089,203			(26,132,422	)		42,121,624

The accompanying notes are an integral part of the consolidated financial statements.

- 4 -

MAUDORE MINERALS LTD.

Consolidated Statement of Cash Flows

(unaudited, in Canadian dollars)

		For the six-month period
	Notes	ended June 30,
		2013			2012
		$			$
OPERATING ACTIVITIES
Net loss			(13,709,083	)		(650,701	)
Adjustments:
Recovery of deferred income taxes			(2,108,719	)		—
Accrued interest related to term loans and credit facility			(18,329	)		—
Structuring fees related to term loans and credit facility			584,779			—
Depreciation			22,665			—
Loss on disposal of property, plant and equipment			26,497			—
Impairment of property, plant and equipment	9		9,830,000			—
Accretion on payables emerging from the acquisition of Aurbec Mines inc.			18,280
Accretion on mine restoration provision			41,328			—
Changes in working capital items	15		(1,305,718	)		(141,226	)
			(6,618,300	)		(791,927	)
INVESTING ACTIVITIES
Acquisition of Aurbec Mines Inc.	5		(18,000,000	)		—
Additions to exploration and evaluation assets	8		(347,212	)		(6,487,916	)
Additions to property, plant and equipment	9		(3,523,258	)		—
Proceeds on disposal of property, plant and equipment			3,200			—
Mine restoration deposit			(1,880,084	)		—
Bank indebtedness assumed following the acquisition of Aurbec Mines inc.			(179,169	)		—
Tax credits received (paid)			(15,371	)		3,682,447
			(23,941,894	)		(2,805,469	)
FINANCING
Repayment of term loans	10		(3,250,000	)		—
Term loans structuring fees			(107,451	)		—
Issue of credit facility	11		22,000,000			—
Credit facility structuring fees			(1,040,859	)		—
Repayment of obligation under finance leases			(53,601	)		—
Other liabilities			14,120			—
Issue of shares	13		15,506,250			86,825
Share issue expenses			(951,200	)		(55,869	)
			32,117,259			30,956
Net change in cash and cash equivalents			1,557,065			(3,566,440	)
Cash and cash equivalents, beginning of period			3,126,129			15,169,610
Cash and cash equivalents, end of period			4,683,194			11,603,170
Additional information
Interest received from operating activities			15,307			55,422
Interest paid related to financing activities			961,522			—

The accompanying notes are an integral part of the consolidated financial statements.

- 5 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

1. NATURE OF OPERATIONS

The operations of Maudore Minerals Ltd (hereinafter the “Company”) include the acquisition, exploration and development of gold mining sites located in Quebec. The Company was incorporated under the Ontario Business Corporations Act on September 20, 1996. The address of the Company’s principal place of business is 2000, Peel street, suite 620, Montreal, Quebec, Canada. The Company’s shares are listed on the TSX Venture Exchange under the MAO ticker. The Company has a single reporting segment.

2. BASIS OF PRESENTATION AND GOING CONCERN

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. The condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2012, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The accounting policies, methods of computation and presentation applied in these condensed consolidated interim financial statements are consistent with those of the previous financial year, except for the changes in accounting policies presented in Note 3. The Board of Directors has approved these condensed consolidated interim financial statements on August 27, 2013.

The condensed consolidated interim financial statements have been prepared on the basis of the going concern assumption, meaning the Company will be able to realize its assets and discharge its liabilities in the normal course of operations.

The Company has not yet determined whether all of its mineral properties contain mineral deposits that are economically recoverable. The only property currently in active development is the Vezza deposit where the Company has yet to generate any income or cash flows at this stage of its development. Additionally, the re-evaluation of the Sleeping Giant mine has identified significant high grade mineralized targets previously untested. Work has recently been initiated to physically evaluate its economic viability going forward.

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional financing, to generate cash flow from operations, ongoing support from major creditors and continuing support of its senior lenders. It is uncertain whether the Company will be able to achieve these objectives, and accordingly there is reason for doubt regarding the Company’s ability to continue as a going concern. Even though the Company is confident, there is no assurance that it will manage to meet those conditions in the future.

Furthermore, a Notice of Bankruptcy Proceeding was filed against Aurbec on August 23, 2013 (see Note 19.2). While the Company has developed a new business strategy and forward looking plan to address these conditions, these material uncertainties cast significant doubt regarding the Company’s ability to continue as a going concern.

The Company and Aurbec intend to take legal action against Promec Mining Contractor inc. and their parent Construction Promec Inc., including the filing of a claim for wrongful commencement of a bankruptcy proceeding against Aurbec. If the Company and Aurbec are unsuccessful in their legal proceedings against Promec and the Notice of Bankruptcy Proceeding is not withdrawn, or if the Company cannot obtain waivers of covenants under the Credit Facility arising from this process, the Company and Aurbec may need to seek protection from their creditors or become bankrupt.

The carrying amounts of assets, liabilities, revenues and expenses presented in the condensed consolidated interim financial statements and the classification used in the statement of financial position have not been adjusted as would be required if the going concern assumption was not appropriate.

- 6 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

3. CHANGES IN ACCOUNTING POLICIES

3.1 Changes to IFRS

The Company has adopted the following new and revised IFRS standards, along with any consequential amendments, effective January 1, 2013. These changes were made in accordance with the applicable transitional provisions. The most important changes for the Company is outlined below. Since the Company is developing an underground mine, it is not affected by IFRIC 20: Stripping costs in the production phase of a surface mine.

a) IFRS 13, Fair Value Measurement, (“IFRS 13”)

IFRS 13 provides guidance on how fair value should be applied where its use is already required or permitted by other standards within IFRS, including a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. This standard was applied when determining the fair values used for the purchase accounting of Aurbec Mines Inc. However, there were no adjustments or other impacts on the Company’s financial statements following the adoption of this new standard.

3.2 Changes or adoption of accounting policies following the acquisition of Aurbec Mines Inc.

a) Consolidation

The Company’s financial statements consolidate the accounts of Maudore Minerals Ltd, the ultimate parent company, and those of its wholly-owned subsidiary, Aurbec Mines inc. (“Aurbec”) (previously named NAP Quebec Mines Ltd). The accounting policies and financial year end date of the subsidiary are consistent with those adopted by the Company. All intercompany transactions, balances and unrealized gains or losses from intercompany transactions are eliminated on consolidation. The subsidiary is fully consolidated from the date on which control was obtained by the Company.

b) Foreign currency translations

The reporting and functional currency of the Company and its subsidiary is the Canadian dollar. Accordingly, the Company translates monetary assets and liabilities denominated in foreign currency at the rate of exchange prevailing at the consolidated balance sheet dates, non-monetary assets and liabilities denominated in foreign currency at the rate in effect at the date the transaction occurred and revenues and expenses denominated in foreign currency at the exchange rate in effect during the applicable accounting period. All resulting foreign exchange gains and losses are recorded in the consolidated statements of comprehensive loss.

c) Business combinations

The Company applies the acquisition method in accounting for business combinations. The consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred and costs associated with the issuance of equity instruments related to the acquisition are recognized in capital stock, net of income taxes.

- 7 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

3. CHANGES IN ACCOUNTING POLICIES (CONT’D)

The Company recognizes identifiable assets acquired and liabilities assumed in a business combination regardless of whether or not they have been previously recognized in the acquired company’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. Those mineral reserves, resources and other assets that are able to be reliably valued are recognized in the assessment of fair values on acquisition. Other potential reserves, resources, mineral rights and other assets, which in management’s opinion values cannot be reliably determined, are not recognized.

When the fair value of the consideration is greater or lesser than net fair value of the identifiable assets acquired and the liabilities assumed, the difference is treated either as goodwill or as a bargain purchase price. Goodwill, if any, is recognized as an asset and reviewed for impairment annually or when there is an indication of impairment. A bargain purchase price, if any, is immediately recognized in profit or loss.

d) Revenue recognition

The revenues include sales of refined gold and silver. When a mine is considered in commercial production, revenues from the sale of refined gold and silver are recognized when persuasive evidence exists that the significant risks and rewards of ownership have passed to the buyer, it is probable that economic benefits associated with the transaction will flow to the Company, the sale price can be measured reliably, the Company has no significant continuing involvement and the costs incurred or to be incurred in respect of the transaction can be measured reliably. These conditions are generally satisfied when the metal is delivered to the counterparty of the transaction.

As at the date of these financial statements, the Vezza project was not yet considered to be in commercial production, therefore revenues from the sale of gold and silver produced during the start-up phase has been subtracted from mine development costs that are being capitalized as part of the property, plant and equipment.

Interest income is recognized on an accrual basis using the effective interest method.

e) Inventory

Material extracted from mines is classified as either ore or waste. Ore represents material that, at the time of extraction, is expected to be processed into a saleable form and sold at a profit. Raw materials are comprised of ore in stockpiles. Ore is accumulated in stockpiles that are subsequently processed into gold in a saleable form. Work in process represents gold in the processing circuit that has not completed the production process, and is not yet in a saleable form. Finished products inventory represents gold in saleable form that has not yet been sold.

Inventories are valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis and includes all costs incurred, based on a normal production capacity, in bringing each product to its present location and condition. Cost of inventories includes direct labour, materials and contractor expenses, depreciation on property, plant and equipment and an allocation of mine site overhead costs. As ore is sent to the mill for processing, costs are reclassified out of inventory based on the average cost per ton of the stockpile.

- 8 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

3. CHANGES IN ACCOUNTING POLICIES (CONT’D)

The costs of inventory produced prior to the commencement of commercial production are adjusted to exclude the costs of abnormal amounts of wasted materials, labour and other excessive production costs typically involved in a start-up.

Mine supplies

Mine supplies inventory consists of mining supplies and consumables used in operations as well as spare parts and other maintenance supplies that are not classified as capital items.

Net realizable value

The Company records provisions to reduce inventory to net realizable value to reflect changes in economic factors that impact inventory value and to reflect present intentions for the use of slow moving and obsolete supplies inventory. Net realizable value is determined with reference to relevant market prices less applicable variable selling expenses. Provisions recorded also reflect an estimate of the remaining costs of completion to bring the inventory into its saleable form. Provisions are reversed to reflect subsequent recoveries in net realizable value where the inventory is still on hand.

f) Exploration and evaluation assets

Exploration and evaluation expenses are costs incurred in the course of initial search for mineral deposits with economic potential. Costs incurred before the legal right to undertake exploration and evaluation activities are recognized in profit or loss when they are incurred.

Once the legal right to undertake exploration and evaluation activities has been obtained, the costs of acquiring mineral rights, expenses related to the exploration and evaluation of mining properties, less tax credits related to these expenses are recorded as exploration and evaluation assets. Expenses related to exploration and evaluation include topographical, geological, geochemical and geophysical studies, exploration drilling, trenching, sampling and other costs related to the evaluation of the technical feasibility and commercial viability of extracting a mineral resource. The various costs are capitalized on a property-by-property basis pending determination of the technical feasibility and commercial viability of extracting a mineral resource.

These assets are recognized as intangible assets and are carried at cost less any accumulated impairment losses. No depreciation expenses are recognized for these assets during the exploration and evaluation phase.

Whenever a mining property is considered no longer viable, or is abandoned, the capitalized amounts are written down to their recoverable amounts; and the difference is then immediately recognized in profit or loss. When technical feasibility and commercial viability of extracting a mineral resource are demonstrable, exploration and evaluation assets related to the mining property are transferred to property, plant and equipment, in mine development. Before the reclassification, exploration and evaluation assets are tested for impairment and any impairment loss is recognized in profit or loss.

Although the Company has taken steps to verify title to the mining properties in which it holds an interest, in accordance with industry practices for the current stage of exploration and development of such properties, these procedures do not guarantee the validity of the Company’s titles. Property titles may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

- 9 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

3. CHANGES IN ACCOUNTING POLICIES (CONT’D)

g) Property, plant and equipment

Recognition and measurement

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs on qualifying assets. Where funds used to finance a major project form part of general borrowings, the Company capitalizes interest on those borrowings proportionate to the project funds used.

Spare parts and servicing equipment are usually carried as inventory and recognized in profit or loss as consumed. However, major spare parts and stand-by equipment qualify as property, plant and equipment when the Company expects to use them during more than one period.

Subsequent transactions

The cost of replacing a part of an item of property, plant and equipment is recognized if it is probable that the future economic benefits embodied within the item will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-today servicing of property, plant and equipment are recognized in profit or loss as incurred.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized within mining operating expenses.

Depreciation and amortization

Upon commencement of commercial production, mine development costs are amortized using the unit-of-production method over the estimated remaining ounces of gold to be produced based on the proven and probable reserves or, in the event that the Company is mining resources, an appropriate estimate of the resources mined or expected to be mined.

Vehicles and certain machinery with a determinable expected life are depreciated on a straight-line basis over their estimated useful lives, ranging from three to seven years.

Significant components of individual assets are assessed and, if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately using the unit-of-production or straight-line method as appropriate. Costs relating to land are not amortized.

Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term.

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

- 10 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

3. CHANGES IN ACCOUNTING POLICIES (CONT’D)

Borrowing costs

Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. These costs are amortized on the same basis as the asset. All other borrowing costs are recognized as finance costs in the statement of income in the period in which they are incurred.

h) Impairment of exploration and evaluation assets and property, plant and equipment

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (“cash-generating units”).

Whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, an asset or cash-generating unit is reviewed for impairment. Impairment reviews for exploration and evaluation assets are carried out on a project by project basis, with each project representing a potential single cash-generating unit. Additionally, when technical feasibility and commercial viability of extracting a mineral resource are demonstrable, the exploration and evaluations assets of the related mining property are tested for impairment before these items are transferred to property, plant and equipment.

An impairment loss is recognized in profit or loss for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less cost to sell and its value in use. An impairment charge is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.

i) Mine restoration provision

In accordance with Company policies, asset retirement obligations relating to legal and constructive obligations for future site reclamation and closure of the Company’s mine sites are recognized when incurred and a liability and corresponding asset are recorded at management’s best estimate. Estimated closure and restoration costs are provided for in the accounting period when the obligation arising from the related disturbance occurs.

The amount of any liability recognized is estimated based on the risk-adjusted costs required to settle present obligations, discounted using a pre-tax risk-free discount rate consistent with the time period of expected cash flows. When the liability is initially recorded, a corresponding asset retirement cost is recognized as an addition to mining interests and amortized using the unit of production method. The liability for each mine site is accreted over time and the accretion charges are recognized as a finance cost in the consolidated statements of comprehensive loss.

The liability is subject to re-measurement at each reporting date based on changes in discount rates and timing or amounts of the costs to be incurred. Changes in the liability, other than accretion charges, relating to mine rehabilitation and restoration obligations, which are not the result of current production of inventory, are added to or deducted from the carrying value of the related asset retirement cost in the reporting period recognized. If the change results in a reduction of the obligation in excess of the carrying value of the related asset retirement cost, the excess balance is recognized as a recovery through profit or loss in the period.

j) Operating expenses related to the closed mine

Costs related to the care and maintenance of the closed mine are expensed as incurred and reported as mine operating expenses.

- 11 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

- 12 -

4. CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS

When preparing the financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses and that are different from those discussed in the December 31, 2012 financial statements are discussed below.

4.1 Significant judgments

a) Commencement of commercial production

The Company assesses the stage of its construction in progress to determine when it declares the start of commercial production. The criteria used to assess the start date are determined based on the unique nature of the project, such as the complexity of the project and its location. The Company considers various relevant criteria to assess when the project is substantially complete and ready for its intended use in the manner as intended by management. Then it will reclassify the assets from mine development to property, plant, and equipment. Some of the criteria will include, but are not limited to the following:

• The level of capital expenditure compared to the construction cost estimates;

• Completion of a reasonable period of testing of the mine plant and equipment;

• Ability to produce concentrates in saleable form (without specifications);

• Ability to sustain ongoing production of minerals at minimum 60% of its design capacity.

When the project moves into the production stage, the capitalization of certain mine development costs ceases and costs are either regarded as inventory or expensed, except for costs that qualify for capitalization relating to mining asset additions or improvements, mine development or mineable reserve development. It is also at this point that amortization commences.

b) Basis for depreciating property, plant and equipment

The processing facility is being upgraded with a view to using it with the current mining project and eventually in conjunction with other ore bodies. Consequently, the Company intends to depreciate the production facility using the unit-of-production basis, based on the projected lifetime throughput rather than solely based on the reserves associated with the sites currently under development.

4.2 Significant estimations

a) Estimated recoverable reserves and resources

Estimated recoverable reserves and resources are used to determine the depreciation of mine development costs and related assets, and in performing impairment testing. Estimates are prepared by appropriately qualified persons, but will be impacted by forecasted commodity prices, exchange rates, production costs and recoveries amongst other factors. Changes in assumptions will impact the depreciation and impairment charges recorded in the income statement.

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

4. CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS (CONT’D)

b) Useful lives of depreciable assets

Management reviews its estimates of the useful lives, depreciation methods and residual values of depreciable assets at each reporting date. As of the reporting date, management assesses the useful lives which represent the expected utility of the assets to the Company. Actual results, however, may vary due to technical or commercial obsolescence.

c) Net realizable value of inventories

All inventory is valued at the lower of average cost or net realizable value. Management is required to make various estimates and assumptions to determine the value of stockpiled ore, in-circuit gold inventories and doré inventories. The estimates and assumptions include surveyed quantities of stockpiled ore, in-circuit process volumes, gold contents of both, costs to recover saleable ounces, recoverable ounces once processed and the price per ounce of gold when ounces of gold are expected to be recovered and sold. For current stockpiled ore, in-circuit gold inventories and doré inventories, management uses the gold price on the date of the reporting period.

d) Mine restoration costs

The provisions for mine restoration costs are based on estimated future costs using information available at the financial reporting date. To the extent the actual costs differ from these estimates, adjustments will be recorded and the income statement may be impacted.

e) Allowance for doubtful accounts and revenue adjustments

At the end of each reporting period, the Company assesses whether the accounts receivable and other long-term receivables are recoverable and whether an allowance needs to be recognized for estimated losses arising from the possible non-payment. If future collections differ from the amounts recognized as receivable, future earnings will be affected.

f) Impairment tests on exploration and evaluation assets as well as on property, plant and equipment

At the financial reporting date, the Company assesses the situation and determines if any indicators of potential impairment have been identified. When one or more indicators are identified, an impairment test is performed on the recoverability of assets or projects in question.

As at June 30, 2013, the carrying amount of the Company’s net assets exceeded its market capitalization, which is considered an indicator of a potential impairment. Refer to note 9.1 on the Vezza Project.

Concerning the exploration and evaluation assets, the Company is monitoring closely the gold price, financing conditions and its market capitalization. In the event that these conditions remain depressed in the mid-term, the Company might have to conduct an impairment assessment on its exploration and evaluation assets.

- 13 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

5. ACQUISITION OF AURBEC MINES INC.

On March 22, 2013, the Company acquired all of the outstanding shares of Aurbec from North American Palladium Ltd (“NAP”) in accordance with a Purchase Agreement. Aurbec owns the Sleeping Giant mill and the related tailings handling facilities, the Vezza Project and several other gold properties in Quebec. The Sleeping Giant mill is located 150 km north of Val-d’Or. The acquisition is part of the Company’s strategy to become a leading Canadian gold producer capable of delivering shareholder value through the exploration, development and production of its properties.

The details of the acquisition, which was accounted for as a business combination, are as follows:

	$
Fair value of consideration transferred:
Cash		18,000,000
Common shares (1,500,000 shares 1)		1,518,000
		19,518,000
Consideration that will be transferred subsequently and funded from the sale of the related gold
In-circuit gold inventory 2		1,737,000
In-liner gold inventory 2		94,171
Total consideration transferred		21,349,171

1 The fair value of each common shares was based on the average share price on the TSX Venture Exchange for the 15 days prior to the transaction date, less a discount for lack of marketability

2 Discounted at an annual rate of 5.26% to reflect time value of money

Fair value assigned to identifiable assets and liabilities
Tax credits receivable	4,996,912
Accounts receivable	2,337,310
Sales tax receivable	434,095
Inventories	4,070,743
Prepaid expenses	296,717
Current assets	12,135,777
Exploration and evaluation assets	5,900,000
Property, plant & equipment	17,083,000
Non-current assets	22,983,000
Bank indebtedness	(179,159	)
Accounts payable and accrued liabilities	(6,942,345	)
Current portion of obligations under finance leases	(183,087	)
Current liabilities	(7,304,591	)
Other liabilities	(152,510	)
Obligation under finance leases	(158,393	)
Mine restoration provision	(6,154,112	)
Non-current liabilities	(6,465,015	)
Identifiable assets and liabilities	21,349,171
Difference – goodwill or (bargain purchase price)	—

- 14 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

5. ACQUISITION OF AURBEC MINES INC. (CONT’D)

	$
Consideration transferred settled in cash		18,000,000
Cash and cash equivalents acquired		—
Net cash outflow on acquisition		18,000,000
Acquisition costs charged to expenses		2,208,958
Net cash paid related to acquisition		20,208,958

Acquisition-related costs amounting to $2,208,958 are not included as part of consideration transferred and have been recognized in the consolidated income statement, in other expenses.

The fair value of the accounts receivable acquired as part of the transaction amounted to $2,337,310 with a gross contractual amount of $2,337,310. As of the acquisition date, the Company’s best estimate of the contractual cash flow not expected to be collected amounted to $nil.

In accordance with the Purchase Agreement, the purchase consideration was adjusted dollar for dollar for the net realizable value of the in-circuit precious metals inventory at the Sleeping Giant Mill at the date of the sale. This amount, which was agreed between the parties to be equal to $1,805,030, is to be paid half on or before September 22, 2013 and the remainder on or before March 22, 2014.

The Purchase Agreement also includes a provision for future settlement of amounts relating to gold contained in the liners at the Sleeping Giant mill. The valuation of the settlement amount is contingent upon future determination of gold content, pricing, and foreign exchange at the time the liners are changed. Management estimates that the total payments should not exceed $100,000.

Excluding the expensed acquisition costs mentioned above, the acquisition of Aurbec added $9,953,128 to the consolidated loss for the period between March 22 and the June 30, 2013. If Aurbec had been acquired at the beginning of the financial year, the Company’s loss for the reporting period would have been $1,772,727.

The fair values used in determining the initial accounting for the acquisition were determined with the assistance of external independent valuators using a combination of cost, market and income approaches whichever was most appropriate for each of the asset groups involved. The transaction did not result in the recognition of any deferred tax liabilities due to the presence of pre-existing unrecognized deferred tax assets. The initial accounting for the business combination is essentially complete, but is still subject to adjustment during the measurement period, notably with respect to the mine restoration provision, contingent considerations, contingent liabilities and the allocation of value between categories of assets.

- 15 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

6. CASH AND CASH EQUIVALENTS

As at June 30, 2013, cash and cash equivalents includes $3,300,000 that, as per the credit facility agreement (note 11), must be segregated in a separate account and requires the lender’s authorization prior to releasing funds including for interest payments.

7. INVENTORIES

	June 30 2013		December 31 2012
	$		$
Finished products		2,066,353		—
Work-in-process		2,423,197		—
Stockpiles		271,023		—
Mine supplies		1,731,259		—
Inventories		6,491,832		—

The above inventories were produced or acquired during the development phase of the Vezza Project and the related processing mill. Since the project is still in the development phase and has not commenced commercial production, the revenues from the sales of any finished products produced by the Vezza Project have been deducted, net of the cost of inventories, from the related development costs. Consequently, the cost of inventories recognized in profit or loss for the period is nil. There were no impairment charges related to inventory recognized during the period.

8. EXPLORATION AND EVALUATION ASSETS

Summary of exploration and evaluation assets:

	June 30, 2013		December 31, 2012
	$		$
Mining rights		6,652,878		710,469
Exploration and evaluation expenditures		44,156,031		43,769,638
Exploration and evaluation assets		50,808,909		44,480,107

Mining rights:
	January 1, 2013		Acquisition of Aurbec		Additions		June 30, 2013
	$		$		$		$
Abitibi, Quebec
Comtois		448,370		—		25,669		474,039
Hudson, Newmont option		—		—		1,645		1,645
Sleeping Giant S-E		22,517		—		770		23,287
Bell		10,754		—		910		11,664
North Shore		17,084		—		838		17,922
Mazarin-Glandelet		59,294		—		2,351		61,645
Dalet		81,011		—		6,757		87,768
Comtois Southwest		1,590		—		669		2,259
Other projects – Maudore		69,849		—		2,800		72,649
Sleeping Giant		—		1,400,000		—		1,400,000
Discovery		—		2,100,000		—		2,100,000
Flordin		—		2,400,000		—		2,400,000
Mining rights		710,469		5,900,000		42,409		6,652,878

- 16 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

8. EXPLORATION AND EVALUATION ASSETS (CONT’D)

Exploration and evaluation expenditures:

	January 1, 2013		Additions		Tax credits			June 30, 2013
	$		$		$			$
Abitibi, Quebec
Comtois		34,703,552		219,674		(46,518	)		34,876,708
Hudson, Newmont option		1,525,798		1,760		(384	)		1,527,174
Sleeping Giant S-E		760,274		600		(131	)		760,743
Bell		529,924		—		—			529,924
North Shore		1,486,994		4,062		(885	)		1,490,171
Mazarin-Glandelet		1,015,723		—		—			1,015,723
Dalet		1,611,491		1,910		(416	)		1,612,985
Comtois Southwest		650,340		179		(39	)		650,480
Other projects Maudore		1,485,542		1,404		(307	)		1,486,639
Sleeping Giant		—		152,579		—			152,579
Vezza		—		34,741		—			34,741
Flordin		—		7,429		—			7,429
Discovery		—		4,851		—			4,851
Other projects Aurbec		—		5,884		—			5,884
Exploration and evaluation expenditures		43,769,638		435,073		(48,680	)		44,156,031

8.1 Termination of the Windfall Lake agreement

On April 18, 2013, the Company terminated the purchase and sale agreement to acquire Noront Resources Ltd 25% undivided right, title and interest in the Windfall Lake Project.

9. PROPERTY, PLANT AND EQUIPMENT

	Mine development costs			Property plant and equipment			Total
	$			$			$
Net book value, January 1, 2013		—			—			—
Acquisition of Aurbec		4,183,000			12,900,000			17,083,000
Additions		4,110,806			145,594			4,256,400
Disposal		—			(34,915	)		(34,915	)
Depreciation		—			(22,663	)		(22,663	)
Tax credits		(1,300,000	)		—			(1,300,000	)
Impairment		(6,419,000	)		(3,411,000	)		(9,830,000	)
Net book value, June 30, 2013		574,806			9,577,016			10,151,822
Cost		574,806			9,587,372			10,162,178
Accumulated depreciation		—			(10,356	)		(10,356	)
Net book value, June 30, 2013		574,806			9,577,016			10,151,822

As at June 30, 2013, the Company had no significant commitments to purchase any property, plant or equipment.

- 17 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

9. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

9.1 Vezza Project

On July 16, 2013, the Company announced it was suspending development at the Vezza Project. The Company will focus on targeting higher grade gold opportunities at its Sleeping Giant property. The Company plans to finish mining and processing of developed mineralized material at the Vezza Project over the next several months whilst deploying a small workforce at Sleeping Giant to prepare the underground workings for exploration and remnant mining.

Assets are tested for impairment when events or changes in circumstance indicate that the carrying amount may not be recoverable. As at June 30, 2013, the Company determined that suspending development at the Vezza Project triggered an impairment testing. The Company used a cash-flow approach to estimate the fair value less cost to sell on the Vezza Project and a $9,830,000 non-cash impairment charge was recognized as at June 30, 2013.

10. TERM LOANS

Following the April 12, 2013 private placement, the $3,250,000 term loans the Company had secured on December 18, 2012 were repaid, as well as the interest accrued of $126,246. Additional transaction costs for $107,451 were incurred and therefore the total transaction costs relating to those term loans totaled $289,851. Those transaction costs were amortized on an accelerated period ending April 12, 2013.

	For the six- month period ended June 30, 2012
	$
Balance, at the beginning		3,091,383
Repayment of term loans		(3,250,000	)
Accrued interest		(18,329	)
Transaction costs		(107,451	)
Amortization of transaction costs		284,397
Term loans		—

11. CREDIT FACILITY

On March 22, 2013 the Company funded the acquisition of Aurbec’s shares through a senior secured credit facility of $22 million (the “Credit Facility”) provided to the Company by FBC Holdings Sarl (“FBC”). The Credit Facility bears interest at the rate of 15% per annum, payable quarterly in arrears, with a maturity date of March 22, 2016. In order to secure repayment of the Credit Facility, the Company granted to FBC a first-ranking charge over all of its and its subsidiaries’ present and future personal property and material real property, including specified mining rights.

In consideration of the commitment made by FBC under the Credit Facility and in lieu of further transaction fees, the Company issued to FBC 1,760,000 common shares and 880,000 common share purchase warrants. Each warrant shall entitle FBC to subscribe for one common share during a period of 2 years following the date of its issuance, at a price equal to $1.08, being the closing price of Company’s common shares on the TSX Venture Exchange on March 22, 2013.

- 18 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

11. CREDIT FACILITY (Cont’d)

The fair value of $1.08 per share for a total amount of $1,900,800 was at the closing price of the Company’s share on the TSX Venture Exchange on March 22, 2013. The fair value of $0.40 per warrant, for a total amount of $352,000, was estimated using the Black Scholes valuation model with the following weighted average assumptions:

	2013
Average share price at date of grant		1.08 $
Expected dividends yield		—
Expected weighted volatility		67.10	%
Risk-free interest average rate		1.19	%
Expected average life		24 months
Average exercise price at date of grant	$	1.08

The underlying expected volatility was determined by reference to historical data of the Company’s shares over a period of 24 months.

Transaction costs amounted to $3,293,659 including the fair value of the shares and warrants issued to FBC.

	For the six- month period ended June 30, 2012
	$
Balance, at the beginning		—
New credit facility		22,000,000
Transaction costs		(3,293,659	)
Amortization of transaction costs		300,382
Credit facility		19,006,723

The Credit Facility agreement includes covenants that require the Company to maintain certain financial ratios, maintain a certain level of cash and meet certain non-financial requirements. As at June 30, 2013, all such requirements are respected. The filing of a Notice of legal hypothec against Aurbec in August 2013 (refer to Note 19.2) may constitute a breach of non-financial covenants under the Credit Facility Agreement. However, the Company is working vigorously to contest the validity of the Notice of legal hypothec and has the support of its senior lender at this time.

12. MINE RESTORATION PROVISION

The mine restoration provisions and the related deposits are as follows:

	For the six- month period ended June 30, 2013
	$
Balance, at the beginning		—
Acquisition of Aurbec		6,154,112
Finance costs		41,328
Mine restoration provision		6,195,440

- 19 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

12. MINE RESTORATION PROVISION (CONT’D)

	Expected timing of cash flows		Mine restoration provision		Mine closure plan requirement		Deposit		Undiscounted expected costs of restoration
			$		$		$		$
Sleeping Giant mill		2021		5,066,022		1,920,000		1,880,084		5,831,706
Sleeping Giant mine		2013		667,500		—		—		667,500
Vezza Project		2021		461,918		—		—		534,453
				6,195,440		1,920,000		1,880,084		7,033,659

The key assumptions applied for determination of the mine restoration provision are as follows:

	June 30, 2013
Inflation		2	%
Discount rate		1.67	%

13. EQUITY

13.1 Private placements

On April 12, 2013, the Company completed a brokered private placement of units, each unit is comprised of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase one common share for a period of 24 months at a purchase price of $1.13 per common share. The Company issued a total of 17,039,835 units at an issue price of $0.91 per unit for aggregate gross proceeds of $15,506,250.

Certain related parties to the Company, have purchased units in the private placement:

• City Securities Limited, a corporation owned by Seager Rex Harbour, a shareholder of the Company who controls or directs more than 10% of the total issued and outstanding common shares of the Company, has purchased 4,484,957 units;

• Monemvasia Pty Ltd., a corporation controlled by Kevin Tomlinson, the Chairman of the Company, has purchased 1,140,448 units; and

• Certain other officers and directors have purchased, in the aggregate, 159,500 units.

The brokers received a cash fee equal to 6.0% of the gross proceeds of the private placement, excluding any purchases under the president’s list for which the brokers received a cash fee equal to 2.0%, for a total of $387,682. The brokers also received 127,840 compensation units entitling them to subscribe for that number of units equal to 6.0% of the total number of units sold under the private placement, excluding units sold under the president’s list, at an exercise price equal to $0.91 for a period of 24 months. The warrants issuable upon the exercise of the compensation units will be exercisable for a period of 24 months at an exercise price equal to $1.13.

Considering that the compensation unit will entitle the brokers to one common share and one-half of one warrant, two separate evaluations were performed: one for the option to purchase a common share at $0.91 and the second one to purchase an additional share at $1.13. The Black-Scholes option pricing model was used with the following assumptions: an expected volatility of 66.1%, a risk-free interest rate of 1.19%, an expected unit life of 2 years and no expected dividend yield. As a result, the compensation unit value was estimated at $55,610.

- 20 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

13. EQUITY (CONT’D)

13.2 Warrants

A summary of the status of the warrants outstanding, allowing the holders to subscribe a corresponding number of common shares is presented in the following table:

	For the six-month period ended June 30, 2013
	Number of warrants			Weighted average exercise prices
				$
Balance, at the beginning		977,983			8.44
Issued		9,399,918			1.13
Expired		(977,983	)		8.44
Balance, at the end		9,399,918			1.13

Outstanding warrants entitle their holder to subscribe to an equivalent number of common shares as follow:

	June 30, 2013
			Exercise
Expiry date	Number		price
			$
March 22, 2015		880,000		1.08
April 12, 2015		8,519,918		1.13
		9,399,918

13.3 Broker warrants and units issued as compensation

A summary of the status of the broker warrants and units outstanding, allowing the holders to subscribe a corresponding number of common shares is presented in the following table:

	For the six-month period ended June 30, 2012
	Number of warrants		Weighted average exercise prices
			$
Balance, at the beginning		—		—
Issued		191,760		0.98
Balance, at the end		191,760		0.98

- 21 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

13. EQUITY (CONT’D)

Outstanding broker warrants and units entitling their holder to subscribe to an equivalent number of common shares are as follow:

	June 30, 2013
			Exercise
Expiry date	Number		price
			$
April 12, 2015		127,840		0.91
April 12, 2015		63,920		1.13
		191,760

14. SHARE-BASED COMPENSATION

The Company had one common share stock option plan in effect, which was adopted in 1997 (the “1997 Stock Option Plan”) and amended from time to time to increase the maximum number of common shares issuable under the 1997 Stock Option Plan at maximum of 5,000,000 common shares. Since the inception of the 1997 Stock Option Plan, the Company has issued 1,834,432 common shares pursuant thereto, representing 3.8% of the Company’s issued and outstanding common shares. The 1997 Stock Option Plan was adopted more than 15 years ago and the Board of Directors believed that it needed to be updated with current standards and rules under the TSX Venture Exchange (the “Exchange”). Accordingly, the Board of Directors has adopted a new common share purchase option plan on May 27, 2013 (the “2013 Stock Option Plan”), which is subject to the final approval of the Exchange. Options outstanding under the 1997 Stock Option Plan are transferred and governed by the 2013 Stock Option Plan. The following is a summary of the main features of the 2013 Stock Option Plan:

1. Persons who may receive common share purchase options under the 2013 Stock Option Plan (“Stock Options”) are the officers, directors, employees and consultants of the Company or of its subsidiaries (the “Eligible Participants”);

2. The maximum number of common shares that may be issued under Stock Options granted under the 2013 Stock Option Plan from time to time shall be equal to 4,724,000 common shares of the Company;

3. The Board determines the exercise price of the common shares underlying the Stock Options when such Stock Options are granted. The exercise price per common share shall not be less than the closing price of the common shares on the Exchange on the day on which the Stock Options are granted and must not be lower than $0.10 per common share;

4. The expiry date of a Stock Option shall be the 10th anniversary of the date of grant unless a shorter period of time is otherwise set by the Board of Directors at the time the particular Stock Option is granted;

5. If any option holder shall cease to be an Eligible Participant for any reason, other than termination for cause or death, he or she may exercise any vested Stock Options issued under the Plan that is then exercisable, but only within the period that is ninety (90) days from the date that he or she ceases to be an Eligible Participant. In the event that an option holder ceases to be an Eligible Participant of the Company because of termination for cause, the Stock Options of the option holder not exercised at such time shall immediately be cancelled on the date of such termination and be of no further force or effect whatsoever notwithstanding anything to the contrary in the 2013 Stock Option Plan.

- 22 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

14. SHARE-BASED COMPENSATION (CONT’D)

A summary of the status of the share options outstanding and exercisable is presented below:

	For the six-month period ended June 30, 2013
	Number of outstanding options			Weighted average exercise prices
				$
Balance, at the beginning		2,025,000			3.50
Cancelled		(140,000	)		6.53
Balance, at the end		1,885,000			3.27

The following table summarizes information about share options:

	June 30, 2013
	Number of		Exercise
Expiry date	options		price
			$
April 27, 2014		490,000		1.85
November 10, 2015		385,000		6.20
April 28, 2016		150,000		6.54
December 7, 2017		860,000		2.20
		1,885,000

15. ADDITIONAL INFORMATION ON THE CASH FLOWS

The changes in working capital items are detailed as follows:

	For the six-month period ended June 30,
	2013			2012
	$			$
Accounts receivable		2,312,343			—
Sales tax receivable		(377,247	)		(106,738	)
Inventories		(2,421,089	)		—
Prepaid expenses		(53,607	)		(199,375	)
Accounts payable and accrued liabilities		(766,118	)		164,887
Change in working capital items		(1,305,718	)		(141,226	)

Non cash transactions included in the statement of financial position are the following:

	For the six-month period ended June 30,
	2013		2012
	$		$
Accounts payable related to exploration and evaluation assets and property, plant and equipment		1,021,774		2,314,859
Exercise of share options		—		66,700

- 23 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

16. RELATED PARTY TRANSACTIONS

16.1 Key management compensation

Key management personnel of the Company are members of the board of directors, as well as the president, the chief operating officer and the chief financial officer. Key management remuneration is as follows:

	For the six-month period ended June 30,
	2013		2012
	$		$
Short-term benefits :
Salaries, remuneration and other employee benefits expenses		516,123		55,727
Payments following a payroll tax audit		141,576		—
Severance payments to former officers		135,000		—
Salaries and other employee benefits expenses capitalized in exploration and evaluation assets		—		142,771
Professional and contractual fees		—		1,500
Additional compensation related to the acquisition of Aurbec		364,754		—
Key management compensation		1,157,453		199,998

During the six-month period ended June 30, 2012, key management exercised 50,000 options at a price of $1.51 for a total of $75,500 (none for the six-month period ended June 30, 2013).

16.2 Other related party transactions

During the six-month period ended June 30, 2013, the following transactions were realized with related parties in addition to the amounts listed above in the compensation to key management in note 16.1:

• Professional fees and disbursements of $73,584 ($28,571 during the six-month period ended June 30, 2012) of which $15,000 was recorded as Additional fees related to the acquisition of Aurbec have been paid to a company controlled by an officer;

• Professional fees of $59,385 have been paid to a company controlled by an officer.

During the six-month period ended June 30, 2012, an officer exercised 7,500 options at a price of $1.51 for a total of $11,325 (none for the six-month period ended June 30, 2013).

As at June 30, 2013, the balance due those related parties amounted to $28,365 ($10,942 as at December 31, 2012).

Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantee was given or received. Outstanding balances are usually settled in cash.

- 24 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

17. LEASES

17.1 Operating leases

The Company, from time to time, enters into leasing arrangements for production and other equipment under a number of operating leases. These leases are generally short-term in nature and subject to cancellation clauses. The Company periodically reviews the nature of these leases to identify if there have been any significant changes to the terms and use of the items under operating lease which would require reclassification as a finance lease. Such changes are considered to indicate a renewal of the lease terms and the reclassification is applied prospectively from the date the revised lease terms become effective.

The Company’s future minimum operating lease payments are as follows:

	June 30, 2013
	$
Within 1 year		322,098
1 to 5 years		316,648
After 5 years		—
Total future minimum operating lease payments		638,746

17.1 Finance leases

The Company leases production equipment under a number of finance lease agreements. Some leases provide the Company with the option to purchase the equipment at a beneficial price. The leased equipment secures the lease obligations.

The Company’s future minimum finance lease payments are as follows:

	June 30, 2013
	$
Within 1 year		180,282
1 to 5 years		107,597
After 5 years		—
Total future minimum finance lease payments		287,879

18. CONTINGENCIES AND COMMITMENTS

Restricted cash

In March 2013, the Company, as owner of Aurbec, deposited funds by means of certified checks in favor of the Quebec Government as financial guarantee for the rehabilitation and restoration costs of the Sleeping Giant site and Vezza Project.

- 25 -

MAUDORE MINERALS LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the six-month period ended June 30, 2013

(unaudited, in Canadian dollars)

19. SUBSEQUENT EVENTS

19.1 Milling agreement

On August 15, 2013, Aurbec signed a milling agreement with Abcourt Mines Inc. to treat mine production from Elder Mine at the Sleeping Giant Mill. The agreement is in effect for six months and may be extended if both parties agree. Aurbec has applied for environment permits and authorizations to store and process the Elder mineralized material at Sleeping Giant. Shipments of the material will start when these permits are obtained.

19.2 Previous contractor dispute

On August 6, 2013, Promec Mining Contractor Inc. (“Promec”) and Aurbec signed a confidentiality agreement to review the cost and operating statistics for the Company with regards to their potential interest in continuing to run the Vezza Project rather than place it on care and maintenance. On August 12th, Aurbec approached Promec to open discussion around restructuring the payments from April 15th through July 31st. On August 14^th, Promec pulled their crews from the Vezza Project earlier than planned over a dispute to renegotiate these contractual payment terms as their work draws to a close. On August 15th, Promec registered a ‘Notice of Legal Hypothec’ against Aurbec on the Vezza Project and the Sleeping Giant mine. On August 19^th, a second meeting was held at the Promec offices in Montreal to continue the discussions which was to be followed up by a meeting on Monday the 26th with the Company’s senior secured lender. Without further notice to Aurbec, Promec subsequently filed a ‘Notice of Bankruptcy Proceeding’ against Aurbec on Friday the 23rd and was also featured in a local newspaper article that same day wrongfully and inaccurately describing the circumstances surrounding its dispute with Aurbec and the Company, as well as defaming the Company and its management. Throughout this time, Aurbec has continued to reach out in good faith in an effort to resolve this dispute on mutually acceptable terms.

The Company and Aurbec believe the Hypothec and the Notice of Bankrupcy Proceeding to be grossly inaccurate and are vigorously working to have the registration removed. Likewise, the Company and Aurbec believe that Promec has violated the terms of its contract and confidentially agreement. Because of these actions taken by Promec, the Company and Aurbec intend to take legal action against Promec and their parent Construction Promec, including the filing of a claim for any damages to Aurbec’s business from their filing of the lien and wrongful commencement of the bankruptcy proceeding as well as for breach of contract and breach of a confidentiality agreement.

If the Company and Aurbec are unsuccessful in their legal proceedings against Promec and the Notice of Bankruptcy Proceeding is not withdrawn or the Company cannot obtain waivers of covenants under the Credit Facility, the Company and Aurbec may need to seek protection from their creditors or become subject to a receiving order in bankruptcy.

- 26 -

EX-2.5

Exhibit 2.5

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

Maudore Minerals Ltd.

2000 Peel Street, Suite 620, Montreal, QC, H3A 2W5

Tel.: 514.439.0990 – Fax: 514.439.0590

Website: www.maudore.com – Email: info@maudore.com

TSX-V : MAO

MAUDORE MINERALS LTD.

TABLE OF CONTENT

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

INCORPORATION AND NATURE OF OPERATIONS	3
HIGHLIGHTS FOR Q2-13 YTD AND TO THE DATE OF THIS REPORT	3
OVERVIEW OF OPERATIONS	3
PROJECTS OVERVIEW	5
INFORMATION ON SHARE CAPITAL	11
FINANCING ACTIVITIES	11
WORKING CAPITAL	13
DISCUSSION ON THE STATEMENT OF COMPREHENSIVE LOSS	13
SELECTED QUARTERLY INFORMATION	15
OFF BALANCE SHEET ARRANGEMENTS	16
CONTRACTUAL OBLIGATIONS AND COMMITMENTS	16
RELATED PARTY TRANSACTIONS	17
SUBSEQUENT EVENTS	17
ACCOUNTING CHANGES	18
CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS	23
RISKS AND UNCERTAINTIES	24
STRATEGY	27
FORWARD LOOKING STATEMENTS	27

- 2 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

The following management discussion and analysis (the “MD&A”) of Maudore Minerals Ltd. (“Maudore” or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the six month period ended June 30, 2013 (“Q2-13 YTD”). This MD&A should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements as at June 30, 2013, prepared in accordance with the International Financial Reporting Standards (“IFRS”) and with the annual MD&A as at December 31, 2012. All figures are in Canadian dollars unless otherwise noted.

Further information regarding the Company and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval (“SEDAR”) in Canada and can be obtained from www.sedar.com.

INCORPORATION AND NATURE OF OPERATIONS

Maudore was incorporated under the Ontario Business Corporations Act on September 20, 1996. The Company is primarily engaged in the acquisition, exploration and development of gold mining sites with the objective a becoming an important gold producer in Quebec. The Company’s portfolio comprises only mining properties located in the Province of Quebec, Canada.

HIGHLIGHTS FOR Q2-13 YTD AND TO THE DATE OF THIS REPORT

• Acquisition of the Aurbec Mines inc. (“Aurbec”) (previously named NAP Quebec Mines Ltd) from North American Palladium Ltd (“NAP”);

• Closing a brokered private placement for $15.5 million on April 12, 2013;

• First gold pour March 28, 2013;

• Production of 4,664 ounces of gold;

• Termination of Agreement with Noront regarding the Windfall Lake property on April 18, 2013;

• Greg Struble appointed CEO on June 11, 2013;

• Initiation of exploration drilling underground at Sleeping Giant;

• Suspension of Vezza project’s development and re-start of underground mining at Sleeping Giant;

• Completion of a custom milling agreement with Abcourt Mines Inc (“Abcourt”).

OVERVIEW OF OPERATIONS

On March 22, 2013, the Company acquired Aurbec’s assets including Sleeping Giant Mill and the Quebec-based gold assets from NAP, through the acquisition of all of the outstanding shares of Aurbec. The Quebec-based gold assets include the processing facility strategically located 60 km west of Maudore’s Osbell Deposit and 150 km north of Val-d’Or, Quebec, along Highway 109, a route which continues north to Matagami, Quebec and the Vezza gold project which is in development, located 25 kilometers south of Matagami.

Vezza Project

During the period from March 23 to June 30, 2013, 39,679 tonnes of ore were extracted at the Vezza Project and trucked to the Sleeping Giant Mill, producing 4,664 ounces of gold after accounting for inventory changes incurred at the time of purchase from NAP. Since the Vezza Project is in development, revenues from the gold sales were used to offset capital development costs. Of the total, 2,212 tonnes were moved and 485 ounces produced during the last week of Q1-13 from March 23 to March 31, 2013.

In mid-April, initial steps were taken to reduce the development cost at the Vezza Project in advance of declining gold prices. This involved a first round of contractor layoffs associated with the long term

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

development plan. While partially effective, cost reductions from this action were not sufficient to meet the further decline in the gold price. This was followed up by a second round of reductions on July 16, 2013, when the Company announced it was suspending all development at the Vezza Project and will only mine its developed mineralized inventory. The Company will now focus on targeting higher grade gold opportunities at its Sleeping Giant property. The Company plans to finish mining and processing of developed mineralized material at the Vezza Project over the next several months whilst deploying a small workforce at Sleeping Giant to prepare the underground workings for exploration drilling and remnant mining.

Assets are tested for impairment when events or changes in circumstance indicate that the carrying amount may not be recoverable. As at June 30, 2013, the Company determined that suspending development at the Vezza Project triggered an impairment testing. The Company used a cash-flow approach to estimate the fair value less cost to sell on the Vezza Project and a $9,830,000 non-cash impairment charge was recognized as at June 30, 2013.

Sleeping Giant Mill

The mill has a capacity of approximately 900 tonnes per day (“tpd”) depending on the grind size required to optimize gold recoveries. The mill is currently processing between 500-700 tpd due to increased grinding requirements for the Vezza ore with +/- 91% gold recovery, five days per week, treating underground muck from the Vezza gold project. Material is fed through a grizzly into a crushing plant with a primary jaw crusher and two cone crushers with screening, then to a rod mill and two ball mills to produce a pulp that undergoes conventional leaching followed by a CIP (carbon in pulp) circuit, stripping facilities, electrowinning and an induction furnace to produce gold doré.

During the period from March 23 to June 30, 2013, 39,679 tonnes of ore were milled at the facility with a recovery rate of 91% for a total production of 4,664 ounces of gold after accounting for inventory changes incurred at the time of purchase from NAP.

Milling agreement with Abcourt

On August 15, 2013, Aurbec signed a milling agreement with Abcourt Mines Inc. to treat mine production from their Elder Mine at the Sleeping Giant Mill. The agreement is in effect for six months and may be extended if both parties agree. Aurbec has applied for environment permits and authorizations to store and process the Elder mineralized material at Sleeping Giant. Shipments of the material will start immediately upon receipt of these permits.

Statistics

			March 23 to March 31, 2013		April 1 to June 30, 2013		March 23 to June 30, 2013
Production skipped	(t.m.	)		2,640		39,375		42,015
Milled	(t.m.	)		2,212		37,467		39,679
Grade	(g Au/t	)		7.4		3.8		4.1
Recovery	(%)			91.7		90.9		90,9
Gold production	Ounces			485		4,179		4,664
Gold sales	Ounces			—		2,819		2,819

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

Details of costs capitalized as mine development for the Vezza Project

	For the period from March 23 to June 30, 2013
Direct costs
Underground works		6,190,286
Mill		1,822,748
Transport		378,248
Administration		1,235,862
		9,627,144
Cost of sales and inventory count adjustments		(2,328,515	)
Underground development		884,791
Total costs		8,183,420
Revenue deducted from capitalized costs
Gold sales		(4,061,107	)
Silver sales		(11,507	)
		(4,072,614	)
Total cost capitalized as mine development		4,110,806

PROJECTS OVERVIEW

The Company, with the acquisition of Aurbec, now holds a total of 3,453 mining claims on 21 properties. The exploration properties are located in the Northern Volcanic Zone of the Abitibi Greenstone Belt (Quebec) situated between La Sarre and Lebel-sur-Quevillon.

The Company’s properties span some 120 kilometers of the Northern Volcanic Zone. The land is highly prospective but covered with thick glacial till and fluvial deposits that hide mineral deposits from prospecting and other traditional forms of mineral exploration. Maudore must rely on deeper sensing exploration techniques such as geophysical surveys and interpretation of these data to find new mineral occurrences.

Advanced Projects

With the acquisition of Aurbec, the Company now has now four advanced exploration projects which are: Sleeping Giant (Aurbec), Comtois (Maudore), Discovery (Aurbec) and Flordin (Aurbec).

Sleeping Giant Property and mine

The Sleeping Giant property is formed by 69 claims and 4 mining leases which cover a total area of 3,140 hectares (31.4 square kilometers). The mill and mine complex are 80 km north of the town of Amos. Although exploration work in this area started in 1957, it was not until the late 1970’s that gold mineralization was found on the property by Matagami Lake Exploration. From 1988 to 2008, Sleeping Giant produced 3,127,031 tonnes of ore at an average grade of 10.35 g/t Au for 1,058,924 ounces of gold.

At this time, the Sleeping Giant underground mine facility remains on care and maintenance while production options are being reviewed. During shutdown, a review of structural geology and exploration potential of the mine was completed. Several high priority targets have been identified where significant additions to resources could be developed. At quarter end, planning was initiated to evaluate a structured re-entry into the mine to permit limited mining of the higher grade remnants while continuing evaluation of

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

longer term potential. At this time, the mine continues to maintain all levels dry and ready for re-start once an economic mining scenario is developed. The hoist and supporting machinery are also kept in operating condition to permit periodic inspections as required to maintain readiness.

Gold mineralization at Sleeping Giant is located in narrow, high-grade quartz-sulphide veins within a complex package of metamorphosed and folded volcanic, intrusive and sedimentary rocks.

In 2008 a measured and indicated resource of 489,200 tonnes grading 9.7 g/t Au for 152,743 ounces Au was evaluated. The Sleeping Giant historical resource estimate is sourced from “Technical Report, The Sleeping Giant Mine Northwestern Quebec” by Genivar LP, and prepared by Tyson Birkett, PEng, Josée Couture, PEng, and Christian Bézy, PGeo for Cadiscor Resources Inc. in 2008. The historical estimate has become technically outdated for several reasons:

1. Additional drilling completed by Aurbec since 2008 must be included;

2. Material mined by Aurbec since 2008 must be subtracted from the historical resource estimate (prior reserve estimates are not included for this reason);

3. Cut-off grade applied to the resource estimate must also be re-evaluated in light of present market conditions (gold price, exchange rate, and mining cost); and

4. Current structural 3D evaluation and interpretation of the existing drill hole data base was completed since the acquisition by Maudore.

Despite the need for a technical update to the historic resource estimate, Maudore believes that the remnant stopes targeted for the initial re-start of operations are very site specific with a higher level of confidence. The author was an employee of Aurbec and is known to Maudore. Resource categories used in the historical estimate are in compliance with CIM Definition Standards on Mineral Resources and Mineral Reserves. Mineral resources were calculated using the polygon method on inclined longitudinal sections, which has been used in the past to yield reliable results. Capping varied from 60-250 g/t Au depending on the vein; grades, tonnage and costs derived from actual mining were integrated, and minimum mining width 1.6m applied to stopes with dip greater than 50° and minimum mining width 1.8m applied to stopes with dip less than 50°. Nominal dilution of 15% was applied, and mining recovery varied from 75-100%. A qualified person has not performed sufficient work to classify the Sleeping Giant historical estimate as a current mineral resource; and Maudore is not treating the Sleeping Giant historical mineral resource estimate as a current mineral resource estimate.

Structural 3D re-evaluation of the geology, especially veins and structures at Sleeping Giant has resulted in the identification of multiple high-grade opportunities within the existing mine environment. Whilst suspending Vezza, the Company is deploying a small workforce at Sleeping Giant to prepare the underground workings for exploration on these high grade opportunities and remnant mining for the mining crews moving over from the Vezza Project until such time that these crews can be turned to the new resources being developed.

Comtois Property

The Comtois property consists of 411 claims, for 15,539 hectares, (155 square kilometers) an 11% increase since last year. The property is located 15 kilometers northwest of the town of Lebel-sur-Quévillon (Abitibi, Province of Quebec). The Comtois property is an advanced exploration project with the Osbell Gold Resource, notable gold prospects Comtois NW, Hudson and Greer, and many more.

All claims are 100% owned by the Company, except for 15 claims optioned from Newmont Canada Ltd (Newmont Option Claim), in the northern part of the property where Newmont retains 1.45% net smelter return (“NSR”) royalty on the Newmont Option Claims. The other 5% interest in the Newmont Option Claim is held by Société de Développement de la Baie James and will be converted into a 2% NSR royalty (1% of which can be re-acquired by the Company for an amount of $250,000) in the event of commercial production.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

Claims that cover the Osbell deposit are subject to a 10% NPI Royalty in favor of the original owner, which can be bought back with a one-time cash payment of $500,000.

The Osbell Gold Resource has been the main focus of Maudore’s exploration efforts.

Maudore filed a Mineral Resource Estimate update for the Osbell Deposit and 43-101 report with SEDAR on October 29, 2012. The Osbell Mineral Resource Estimate update disclosed a combined Open Pit and Underground Potential Mineral Resources of 8,463,800 tonnes at 2.0 g/t Au for 546,299 ounces gold (indicated) and 4,512,100 tonnes at 6.2 g/t Au for 902,436 ounces gold (inferred). Downloading and reading the 43-101 report is the best way to understand its parameters.

Discovery Project

The Discovery property is formed by 124 claims with a total area of 3371 hectares (33.7 square kilometers). The property lies about 30 km northwest of Lebel-sur-Quévillon. Gold has been known on the property since the 1970’s, when the deposit was discovered by Homestake Mines. Gold at Discovery is located in steeply-dipping quartz-carbonate veins within a metamorphosed, deformed gabbro. In 2010 and 2011 NAP (now Aurbec) drilled 58 holes extending and detailing mineralization over a strike length of some 2 kilometers and at depth of 700 meters.

Further work at Discovery will include an updated estimate of mineral resources. Historical mineral resources estimate in 2008 were of measured resources of 3,109 tonnes grading 8.95 g/t for 895 ounces, indicated resource of 1,278,973 tonnes grading 5.74 g/t Au for 236,180 ounces and an inferred resource of 1,545,500 tonnes grading 5.93 g/t Au for 294,473 ounces.

The Discovery historical resource estimate is sourced from “Technical Report on the Scoping Study and Mineral Resource Estimate for the Discovery Project (according to Regulation 43-101 and Form 43-101F1)” by InnovExplo Inc., prepared by Carl Pelletier, PGeo for Cadiscor Resources Inc. in 2008. The historical estimate is not current today because additional diamond drilling completed by Aurbec since 2008 must be included, and the cut-off grade applied to the resource estimate must be re-evaluated in light of present market conditions (gold price, exchange rate, and mining cost). Maudore believes that the historical estimate is reliable because Maudore has worked extensively with InnovExplo and the author since 2006, and believes that all work was completed at a high professional standard. Resource categories used in the historical estimate are in compliance with CIM Definition Standards on Mineral Resources and Mineral Reserves.

Parameters used are minimum mining width of 1.6 m (horizontal thickness), cut-off grade of 3 g/t Au, capping grade of 35 g/t Au, and specific gravity of 2.82 g/cm3. Polygonal on longitudinal method used cross sections to confirm grade and thickness, which were located on a longitudinal section, where polygons were traced and the volume and grade calculated (using AutoCAD and Promine software). In order to upgrade the historical estimate new drilling must be digitized, validated, and quality control protocols checked, prior to appending to the current drill database which will then be imported to GEMs software to generate a block model and estimate a mineral resource. All work must be completed by qualified persons and evaluated to the current 43-101 Standards for Mineral Projects. A qualified person has not performed sufficient work to classify the Discovery historical estimate as a current mineral resource; and Maudore is not treating the Discovery historical mineral resource estimate as a current mineral resource estimate.

Flordin Property

The Flordin property comprises 40 claims which cover 591 hectares (5.9 square kilometers), located some 25 km north of Lebel-sur-Quévillon. Gold mineralization at Flordin has been known since the 1930’s and the deposit was initially drilled and explored as a prospect for underground mining. Gold grades, widths of mineralized zones and thin overburden have led to a re-evaluation of Flordin as an open pit deposit, with much improved prospects.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

Gold mineralization at Flordin is located in deformed and boudinaged quartz-carbonate veins within a sequence of metamorphosed and sheared mafic igneous rocks (basalt and gabbro).

Work by Aurbec included surface trenching and drilling of 248 drill holes in 2010 and 2011. These drill holes covered much of the deposit on a 30 x 30 meters grid to a depth of 100 meters. This database now allows more detailed understanding of the economic potential of the Flordin gold zones.

A historical mineral resource estimate completed in 2011 reported measured resource of 116,000 tonnes grading 3.25 g/t Au for 12,133 ounces Au, indicated resource of 2,707,000 tonnes grading 1.77 g/t Au for 153,998 ounces Au, and an inferred resource of 2,199,000 tonnes grading 1.95 g/t Au for 137,561 ounces Au.

The Flordin historical resource estimate is sourced from “43-101 Technical Report and Resource Estimate on the Flordin Property (according to Regulation 43-101 and Form 43-101F1)” by InnovExplo Inc. and prepared by Pierre-Luc Richard, PGeo and Carl Pelletier, PGeo for North American Palladium Ltd in 2011, which was filed on SEDAR. The historical estimate is not current today because additional diamond drilling completed by Aurbec since 2011 must be included, and the cut-off grade applied to the resource estimate must be re-evaluated in light of present market conditions (gold price, exchange rate, and mining cost). Maudore believes that the historical estimate is reliable because Maudore has worked extensively with InnovExplo and the authors since 2006, and believes that all work was completed at a high professional standard. Resource categories used in the historical estimate are in compliance with CIM Definition Standards on Mineral Resources and Mineral Reserves. InnovExplo used the squared inverse distance method to interpolate gold grades in a block model, and a pit-shell confined portions of the model. A minimum cut-off grade of 0.5 g/t Au was used for the open pit portion of the Mineral Resource Estimate and a minimum cut-off grade of 3.50 g/t Au was used for the underground model.

Drill hole intercepts were calculated to a 3.0 meter minimum true thickness and specific gravity of 2.8 t/m3 was used. In order to upgrade the historical estimate new drilling must be added to the database, validated and quality control protocols checked, prior to being appended to the current dataset for a subsequent block model, mineral resource estimate, and possible Whittle pit shell model. All work must be completed by qualified persons and evaluated to the current 43-101 Standards for Mineral Projects. A qualified person has not performed sufficient work to classify the Flordin historical estimate as a current mineral resource; and Maudore is not treating the Flordin historical mineral resource estimate as a current mineral resource estimate.

Further work at Flordin will include an updated estimate of mineral resources.

Other Exploration Properties

Maudore has a prominent land position that extends 120km west-east along the Northern Volcanic Zone of the Abitibi Greenstone Belt. Maudore’s Comtois property with the Osbell Gold Resource is in the eastern part of Northern Volcanic Zone near Lebel-sur-Quévillon, and midway along the properties to the west is the Sleeping Giant Mine, a past producer that poured a million ounces of gold that now belongs to Maudore through the Aurbec acquisition. These two considerable gold deposits demonstrate the merit of the Northern Volcanic Zone.

Despite excellent geology, the Northern Volcanic Zone of the Abitibi has received far less exploration success than elsewhere. Deep overburden and consequent lack of outcrop make it difficult to clearly understand controls on mineralization once found. Detailed geophysics and expert geophysical interpretation are methods that Maudore will implement as it explores the Northern Volcanic Zone.

Maudore has completed property-wide hi-resolution aeromagnetics and radiometrics (100m lines spacing and low terrain clearance) that will provide new clarity for interpretation of geology and structure in the belt on its different properties. During the second quarter of 2013 no exploration was completed on the exploration properties.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

	Total Claims		Area km2		Target
Properties (Maudore)
North Shore		77		43	Gold, VMS base metal and magmatic
					Cu-Ni PGE deposits
Bell		95		46	Felsic volcanics with gold mineralization
Sadie		152		86	Gold in a volcano sedimentary sequence
Cedar Rapids		73		23	Gold in intensively altered shear zones
Pakodji		16		7	Semi-massive to massive sulphide lenses
Comtois		411		155	Gold in felsic volcanics
Comtois Southwest		69		28	Gold in a volcano sedimentary sequence
Bernetz		84		37	Gold in felsic volcanics
Fonteneau-Themines		78		44	Gold in felsic volcanics
Sleeping Giant Southeast		215		121	Gold in felsic volcanics
Mazarin-Glandelet		287		148	Magmatic CU-Ni PGE mineralization
Dalet		456		226	Gold in felsic volcanics
Properties (Aurbec)
Dormex		127		62	Narrow high grade quartz-sulphide veins
Cameron Shear (50%)		193		30	Gold in shear zones
Florence		13		2	Gold in shear zones
Montbray		28		11	Gold-bearing veins
Laflamme (42%)		723		371	Gold in a volcano sedimentary sequence
Discovery		124		34	Gold in shear zones
Flordin		40		6	Gold in shear zones
Sleeping Giant		73		31	Gold in shear zones
Harricana		93		52	Gold in shear zones
Vezza		26		7	Gold in shear zones
Total		3,453		1,570

Termination of agreement to Acquire 25 Percent Interest in the Windfall Lake Project

Maudore signed a purchase and sale agreement with Noront Resources Ltd. ( “Noront”) to acquire Noront’s 25 percent interest in the Windfall Lake Project in December 2012. On April 18, 2013, this agreement was terminated. Concurrently, Maudore has informed Eagle Hill Exploration Corp. that it will no longer pursue its proposed business combination between the two companies.

Person responsible of technical information

The person responsible for Maudore’s technical information is Maudore’s Chief Consulting Geologist Kevin Kivi, P.Geo. of KIVI Geoscience Inc, Thunder Bay (Ontario) who has reviewed the technical content of this report.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

The amounts invested in exploration work in Q2-13 YTD by the Company on its properties are as follows:

Q2-13 YTD	Comtois			Sleeping Giant SE			North Shore			Mazarin- Gandelet		Dalet			Newmont option			Comtois Southwest			Others Maudore			Sleeping Giant		Vezza		Flordin		Discovery		Others Aurbec		Total
	$			$			$			$		$			$			$			$			$		$		$		$		$		$
Drilling		—			—			—			—		—			—			—			—			—		—		—		—		—		—
Contractual fees		92,557			600			4,062			—		1,910			1,760			179			1,404			—		—		—		—		—		102,472
Geology, Geophysics and metallugy		36,727			—			—			—		—			—			—			—			152,579		34,741		7,429		4,851		5,884		242,211
Salaries and benefits		—			—			—			—		—			—			—			—			—		—		—		—		—		—
Stock-based compensation		—			—			—			—		—			—			—			—			—		—		—		—		—		—
Geochemical assays		21,449			—			—			—		—			—			—			—			—		—		—		—		—		21,449
Equipment and vehicle rental		55,599			—			—			—		—			—			—			—			—		—		—		—		—		55,599
Travelling expenses		—			—			—			—		—			—			—			—			—		—		—		—		—		—
Environmental expenses		11,991			—			—			—		—			—			—			—			—		—		—		—		—		11,991
General exploration expenses		1,351			—			—			—		—			—			—			—			—		—		—		—		—		1,351
Mining credits		(46,518	)		(131	)		(885	)		—		(416	)		(384	)		(39	)		(307	)		—		—		—		—		—		(48,680	)
		173,156			469			3,177			—		1,494			1,376			140			1,097			152,579		34,741		7,429		4,851		5,884		386,393

The amounts invested in exploration work in Q2-12 YTD by the Company on its properties are as follows:

Q2-12 YTD	Comtois		Sleeping Giant SE		Bell		Fontenau- Themines		North Shore		Cedar Rapids		Mazarin- Gandelet		Others Maudore		Total
	$		$		$		$		$		$		$		$		$
Drilling		2,520,257		—		55,987		—		—		65,018		179,191		109,264		2,929,717
Contractual fees		1,756,222		75,280		54,440		24,309		103,662		21,386		96,363		218,894		2,350,556
Geology, geophysical and metallurgic		116,085		11,889		32,216		61,909		56,649		—		214,684		177,993		671,425
Salaries and benefits		142,771		—		—		—		—		—		—		—		142,771
Geochemical assays		674,507		9,851		22,138		3,039		29,572		22,996		19,875		15,287		797,265
Equipment and vehicle rental		130,364		957		621		721		2,639		218		5,931		25,432		166,883
Travelling expenses		34,098		—		—		—		3,270		—		206		4,864		42,438
Environmental expenses		55,186		—		—		—		—		—		—		—		55,186
General exploration expenses		70,362		702		133		582		14,451		966		2,277		6,444		95,917
Claim renewal		17,231		3,315		2,317		3,072		2,518		5,168		3,280		12,263		49,164
		5,517,083		101,994		167,852		93,632		212,761		115,752		521,807		570,441		7,301,322

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

INFORMATION ON SHARE CAPITAL

	August 27, 2013		June 30, 2013
Shares		47,241,522		47,241,522
Shares options		1,885,000		1,885,000
Warrants		9,591,678		9,591,678
		58,718,200		58,718,200

Stock Option Plan

The Company had one common share stock option plan in effect, which was adopted in 1997 (the “1997 Stock Option Plan”) and amended from time to time to increase the maximum number of common shares issuable under the 1997 Stock Option Plan at maximum of 5,000,000 common shares. Since the inception of the 1997 Stock Option Plan, the Company has issued 1,834,432 common shares pursuant thereto, representing 3.8% of the Company’s issued and outstanding common shares. The 1997 Stock Option Plan was adopted more than 15 years ago and the Board of Directors believed that it needed to be updated with current standards and rules under the TSX Venture Exchange (the “Exchange”). Accordingly, the Board of Directors has adopted a new common share purchase option plan on June 27, 2013 (the “2013 Stock Option Plan”), which is subject to the final approval of the Exchange. Options outstanding under the 1997 Stock Option Plan are transferred and governed by the 2013 Stock Option Plan. The following is a summary of the main features of the 2013 Stock Option Plan:

1. Persons who may receive common share purchase options under the 2013 Stock Option Plan (“Stock Options”) are the officers, directors, employees and consultants of the Company or of its subsidiaries (the “Eligible Participants”);

2. The maximum number of common shares that may be issued under Stock Options granted under the 2013 Stock Option Plan from time to time shall be equal to 4,724,000 common shares of the Company;

3. The Board determines the exercise price of the common shares underlying the Stock Options when such Stock Options are granted. The exercise price per common share shall not be less than the closing price of the common shares on the Exchange on the day on which the Stock Options are granted and must not be lower than $0.10 per common share;

4. The expiry date of a Stock Option shall be the 10th anniversary of the date of grant unless a shorter period of time is otherwise set by the Board of Directors at the time the particular Stock Option is granted;

5. If any option holder shall cease to be an Eligible Participant for any reason, other than termination for cause or death, he or she may exercise any vested Stock Options issued under the Plan that is then exercisable, but only within the period that is ninety (90) days from the date that he or she ceases to be an Eligible Participant. In the event that an option holder ceases to be an Eligible Participant of the Company because of termination for cause, the Stock Options of the option holder not exercised at such time shall immediately be cancelled on the date of such termination and be of no further force or effect whatsoever notwithstanding anything to the contrary in the 2013 Stock Option Plan.

FINANCING ACTIVITIES

Credit facility

On March 22, 2013 the Company funded the acquisition of Aurbec’s shares through a senior secured credit facility of $22 million (the “Credit Facility”) provided to the Company by FBC Holdings Sarl (“FBC”). The credit facility bears interest at the rate of 15% per annum, payable quarterly in arrears, with a maturity date of March 22, 2016. In order to secure repayment of the Credit Facility, the Company granted to FBC a first-ranking charge over all of its and its subsidiaries’ present and future personal property and material real property, including specified mining rights.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

In consideration of the commitment made by FBC under the Credit Facility and in lieu of further transaction fees, the Company issued to FBC 1,760,000 common shares and 880,000 common share purchase warrants. Each warrant shall entitle FBC to subscribe for one common share during a period of 2 years following the date of its issuance, at a price equal to $1.08, being the closing price of common shares of the Company on the Exchange on March 22, 2013.

Transaction costs amounted to $3,293,659 including the fair value of the shares and warrants issued to FBC.

The Credit Facility agreement includes covenants that require the Company to maintain certain financial ratios, maintain a certain level of cash and meet certain non-financial requirements. As at June 30, 2013, all such requirements are respected. As at June 30, 2013, cash and cash equivalents includes $3,300,000 that, as per the credit facility agreement, must be segregated in a separate account and requires the lender’s authorization prior to releasing funds including for interest payments.

$15.5M Private Placement

On April 12, 2013, the Company completed a brokered private placement of units. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share for a period of 24 months at a purchase price of $1.13. The Company issued an aggregate of 17,039,835 units at an issue price of $0.91 per unit for aggregate gross proceeds of $15,506,250.

Certain related parties to the Company, have purchased units in the private placement:

• City Securities Limited, a corporation owned by Mr. Seager Rex Harbour, a shareholder of the Company who controls or directs more than 10% of the total issued and outstanding common shares of the Company, has purchased 4,484,957 units.;

• Monemvasia Pty Ltd., a corporation controlled by Kevin Tomlinson, the Chairman, has purchased 1,140,448 units; and

• Certain other officers and directors, have purchased, in the aggregate, 159,500 units.

The brokers received a cash fee equal to 6.0% of the gross proceeds of the private placement, excluding any purchases under the president’s list for which the agents received a cash fee equal to 2.0%, for a total of $387,682. The agents also received 127,840 compensation units entitling them to subscribe for that number of units equal to 6.0% of the total number of units sold under the private placement, excluding units sold under the president’s list, at an exercise price equal to $0.91 for a period of 24 months. The warrants issuable upon the exercise of the compensation units will be exercisable for a period of 24 months at an exercise price equal to $1.13.

Term loans

On December 18, 2012, the Company closed a total of $3,250,000 in secured term loans. The term loans bear an interest rate of 12% per annum and are intended to be outstanding during an interim period until a debt facility is completed. The term loans will mature on March 31, 2014, unless repaid or redeemed earlier in accordance with the terms and conditions of the term loans. The term loans were guaranteed by hypothecs on the important claims of the Company related to Comtois. Following the April 12, 2013 private placement, the term loans were repaid, as well as the interest accrued of $126,246. Additional transaction costs for $107,451 were incurred and therefore the total transaction costs relating to those term loans totaled $289,851. Those transaction costs are amortized on an accelerated period ending April 12, 2013.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

WORKING CAPITAL

On June 30, 2013, the working capital of the Company was at $7,975,637 ($1,157,087 as of December 31, 2012). As at June 30, 2013, cash and cash equivalents includes $3,300,000 that, as per the credit facility agreement must be segregated in a separate account and requires the lender’s authorization prior to releasing funds including for interest payments. A $22,000,000 credit facility and a $15,506,250 private placement were completed in March and April 2013 (see the financing activities section). If necessary, management intends to complete private placements or issue debt to meet its short term liquidity requirements and its obligations. In the future, the exploration and development of Maudore’s properties may require additional financing. In the past, the Company has been able to rely on its capabilities to raise money by public and private placements and also issuance of debt. However, there can be no assurance it will be able to do so in the future. The global economy and financial markets have been unpredictable for many months and have impacted our industry and its ability to finance. The equity markets for gold mining companies have not recovered and financing remains difficult.

DISCUSSION ON THE STATEMENT OF COMPREHENSIVE LOSS

Discussion on the three-month period ended June 30, 2013

The Company reported a loss of $10,959,364 for Q2-13 versus a loss of $153,492 for Q2-12.

The Company incurred $69,511 of expenses related to the acquisition of Aurbec.

A $9,830,000 impairment charge was recognized in Q2-13 following the suspension of development at the Vezza Project.

The $1,158,057 interest expense represents interest and the amortization of the structuring fees on the term loans and credit facility.

Since the Vezza project is still in the development phase and has not commenced commercial production, the revenues from the sales of any finished products produced by the project have been deducted, net of the cost of inventories, from the related development cost capitalized in the statement of financial position. The $176,537 loss from mining operations represents residual costs relating to the Sleeping Giant mine.

Following are the details of the general and administrative expenses:

	For the three-month period ended June 30,
	2013			2012
	$			$
Salaries, remuneration and other employee benefits expenses		314,424			53,804
Payments following a payroll tax audit		7,669			—
Severance payments to former officers		20,000			—
Professional and contractual fees		198,768			109,815
Regulatory fees and shareholders relations		110,041			44,474
Publicity, travel and promotion		84,547			62,994
Office expenses		(26,693	)		61,044
General and administrative expenses		708,756			332,131

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

Comments on general and administrative expenses:

• Salaries, remuneration and other employee benefits expenses increased to $314,424 ($53,804 in Q2-12). A new management team was put in place following the July 19, 2012 annual and special shareholders’ meeting;

• Professional and contractual fees increased to $198,768 in Q2-13 ($109,815 in Q2-12) mainly due to legal fees.

Discussion on the six-month period ended June 30, 2013

The Company reported a loss of $13,709,083 for Q2-13 YTD versus a loss of $190,593 during the six-month period ended June 30, 2012 (“Q2-12 YTD”).

The Company incurred $2,208,958 of expenses related to the acquisition of Aurbec.

A $9,830,000 impairment charge was recognized in Q2-13 YTD following the suspension of development at the Vezza Project.

The $1,618,581 interest expense represents interest and the amortization of the structuring fees of the term loans and credit facility.

Since the Vezza project is still in the development phase and has not commenced commercial production, the revenues from the sales of any finished products produced by the project have been deducted, net of the cost of inventories, from the related development cost capitalized in the statement of financial position. The $245,477 loss from mining operations represents residual costs relating to the Sleeping Giant mine.

Following are the details of the general and administrative expenses:

	For the six-month period ended June 30,
	2013		2012
	$		$
Salaries, remuneration and other employee benefits expenses		536,802		107,227
Payments following a payroll tax audit		141,576		—
Severance payments to former officers		135,000		—
Professional and contractual fees		525,147		189,310
Regulatory fees and shareholders relations		189,861		90,995
Publicity, travel and promotion		195,055		110,554
Office expenses		43,288		80,476
General and administrative expenses		1,766,729		578,562

Comments on general and administrative expenses:

• Salaries, remuneration and other employee benefits expenses increased to $536,802 in Q2-13 YTD ($107,227 in Q2-12 YTD). A new management team was put in place following the July 19, 2012 annual and special shareholders’ meeting;

• Professional and contractual fees increased to $525,147 in Q2-13 YTD ($189,310 in Q2-12 YTD) mainly due to legal fees.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

SELECTED QUARTERLY INFORMATION

Operating results for the last eight quarters are presented in the table below.

	Q2-13			Q1-13			Q4-12			Q3-12
	$			$			$			$
Cash and cash equivalents		4,683,194			2,048,276			3,126,129			6,466,729
Working capital		7,975,637			(2,038,266	)		4,157,087			1,187,339
Total assets		82,251,138			84,110,978			48,007,735			48,864,643
Long term - term loan and credit facility		19,006,723			18,814,719			3,091,383			—
Equity		42,121,624			38,496,339			37,504,857			38,059,631
Loss from mining operations		(176,537	)		(68,940	)		—			—
Interest revenues		12,101			3,206			12,829			18,649
Net loss and comprehensive loss		(10,959,364	)		(2,749,719	)		(1,268,574	)		(658,925	)
Basic and diluted net loss per share		(0.33	)		(0.10	)		(0.05	)		(0.02	)
Weighted average number of outstanding shares basic and diluted		33,759,455			27,267,587			26,825,880			26,805,921
Price of Gold (quarter end spot US$)		1,195			1,598			1,664			1,776
Closing exchange rate (US$/Can$)		1.0512			1.0156			0.9949			0.9837
	Q2-12			Q1-12			Q4-11			Q3-11
	$			$			$			$
Cash and cash equivalents		11,603,170			15,550,813			15,169,610			6,102,282
Working capital		4,393,285			8,247,025			11,870,482			5,753,898
Total assets		48,321,698			48,273,543			47,946,911			36,719,513
Long term - term loan and credit facility		—			—			—			—
Equity		38,403,027			38,480,363			38,562,663			31,921,678
Loss from mining operations		—			—			—			—
Interest revenues		25,840			29,583			13,005			13,586
Net income (loss) and comprehensive income (loss)		(153,492	)		(37,100	)		(2,042,150	)		329,454
Basic and diluted net income (loss) per share		(0.01	)		—			(0.07	)		0.01
Weighted average number of outstanding shares basic and diluted		26,725,341			26,712,357			24,609,102			24,567,155
Price of Gold (quarter end spot US$)		1,599			1,663			1,575			1,620
Closing exchange rate (US$/Can$)		1.0191			0.9991			1.0170			1.0389

The main variations between the quarters can be explained as follow:

• Professional fees related to proxy contest: legal professional fees as well as fees relating to shareholders solicitation of $1,687,825 were incurred mainly during Q3-12 relating to the annual shareholders’ meeting held on July 19, 2012;

• Stock-based compensation: the only grant in 2012 occurred in December 2012 when 860,000 options were granted with an exercise price of $2.20. A fair value was calculated with the Black Scholes model of $0.83 for a total of $713,800 of which $672,300 was expensed and the balance was capitalised in the exploration and evaluation assets. In 2011, two grants occurred, the first one in April 2011 for 435,000 options (exercise price of $6.54) and the second in August for 250,000 options (exercise price of $4.90) with a weighted fair value of $2.81 for a total of $1,925,875 of which $1,565,875 was expensed ($892,800 in Q2-11, $531,350 in Q3-11 and $141,725 in Q4-11) and $360,000 was capitalized in the exploration and evaluation assets.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

• Recovery of deferred income taxes: adjustments on deferred income taxes mainly relates to the amortization of the premium related to the issuance of flow-through shares. In addition, since the acquisition of Aurbec, the mining duty credits are recorded in the comprehensive income statement;

• Salaries, remuneration and other employee benefits expense: a new management team was put in place following the July 19, 2012 annual and special shareholders’ meeting. The compensation to key management was $1,157,453 in Q2-13 YTD versus $199,998 in Q2-12 YTD;

• The Company incurred $2,208,958 of expenses related to the acquisition of Aurbec, mainly in Q1-13;

• A $9,830,000 impairment charge was recognized in Q2-13 following the suspension of development at the Vezza Project.

OFF BALANCE SHEET ARRANGEMENTS

The Company did not enter into any off-balance sheet arrangements in Q2-13 YTD.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Operating leases

The Company, from time to time, enters into leasing arrangements for production and other equipment under a number of operating leases. These leases are generally short-term in nature and subject to cancellation clauses. The Company periodically reviews the nature of these leases to identify if there have been any significant changes to the terms and use of the items under operating lease which would require reclassification as a finance lease. Such changes are considered to indicate a renewal of the lease terms and the reclassification is applied prospectively from the date the revised lease terms become effective.

The Company’s future minimum operating lease payments are as follows:

	June 30, 2013
	$
Within 1 year		322,098
1 to 5 years		316,648
After 5 years		—
Total		638,746

Finance leases

The Company leases production equipment under a number of finance lease agreements. Some leases provide the Company with the option to purchase the equipment at a beneficial price. The leased equipment secures the lease obligations.

The Company’s future minimum operating lease payments are as follows:

	June 30, 2013
	$
Within 1 year		180,282
1 to 5 years		107,597
After 5 years		—
Total		287,879

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

RELATED PARTY TRANSACTIONS

Compensation to key management

Key management personnel of the Company are members of the board of directors, as well as the president, the chief operating officer and the chief financial officer. Key management remuneration is as follows:

	For the six-month period ended June 30,
	2013		2012
	$		$
Short-term benefits :
Salaries, remuneration and other employee benefits expenses		516,123		55,727
Payments following a payroll tax audit		141,576		—
Severance payments to former officers		135,000		—
Salaries and other employee benefits expenses capitalized in exploration and evaluation assets		—		142,771
Professional and contractual fees		—		1,500
Additional compensation related to the acquisition of Aurbec		364,754		—
Key management compensation		1,157,453		199,998

During Q2-12 YTD, key management exercised 50,000 options at a price of $1.51 for a total of $75,500 (none in Q2-13 YTD).

Other related party transactions

During the six-month period ended June 30, 2013, the following transactions were realized with related parties in addition to the amounts listed above in the compensation to key management in note 15.1:

• Professional fees and disbursements of $73,584 ($28,571 during Q2-12 YTD) of which $15,000 was recorded as Additional fees related to the acquisition of Aurbec have been paid to a company controlled by an officer;

• Professional fees of $59,385 have been paid to a company controlled by an officer.

During Q2-12 YTD, an officer exercised 7,500 options at a price of $1.51 for a total of $11,325 (none in Q2-13 YTD).

As at June 30, 2013, the balance due to those related parties amounted to $28,365 ($10,942 as at December 31, 2012).

Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantee was given or received. Outstanding balances are usually settled in cash.

SUBSEQUENT EVENTS

Suspension of Vezza Project’s development

See overview of operations section.

Milling agreement

On August 15, 2013, Aurbec signed a milling agreement with Abcourt Mines Inc. to treat mineralized material from Elder Mine at the Sleeping Giant Mill. The agreement is in effect for six months and may be extended if both parties agree. Aurbec has applied for environment permits and authorizations to store

- 17 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

and process the Elder mineralized material at Sleeping Giant. Shipments of the material will start when these permits are obtained.

Previous contractor dispute

On August 6, 2013, Promec Mining Contactor Inc. (“Promec”) and Aurbec signed a confidentiality agreement to review the cost and operating statistics for the company with regards to their potential interest in continuing to run the Vezza Project rather than place it on care and maintenance. On August 12th, Aurbec approached Promec to open discussion around restructuring the payments from April 15th through July 31st. On August 14^th, Promec pulled their crews from the Vezza Project earlier than planned over a dispute to renegotiate these contractual payment terms as their work draws to a close. On August 15th, Promec registered a “Notice of Legal Hypothec’ against Aurbec on the Vezza Project and the Sleeping Giant mine. On August 19^th, a second meeting was held at the Promec offices in Montreal to continue our discussions which was to be followed up by a meeting on Monday the 26th with our senior secured lender. Without further notice to Aurbec or the Company, Promec subsequently filed a ‘notice of bankruptcy proceeding’ against Aurbec on Friday the 23^rd, and was also featured in a local newspaper article that same day wrongfully and inaccurately describing the circumstances surrounding its dispute with Aurbec and the Company, as well as defaming the Company and its management. Throughout this time, the Company has continued to reach out in good faith in an effort to resolve this dispute on mutually acceptable terms.

The Company and Aurbec believe the Hypothec and the Notice of Bankrupcy Proceeding to be grossly inaccurate and are vigorously working to have the registration removed. Likewise, the Company and Aurbec believe that Promec has violated the terms of our contract and confidentially agreement. Because of these actions taken by Promec, the Company and Aurbec has taken legal action against Promec and their parent Construction Promec Inc. including the filing of a claim for any damages to our business from their filing of the lien and wrongful commencement of the bankruptcy proceeding as well as for breach of contract and breach of a confidentiality agreement.

The amount in dispute with Promec is $3,850,196. This debt combined with other payables principally to our senior lender could produce a liquidity problem in the near future. This would create a situation where the Company may no longer be in compliance with covenants under its Credit Facility. Because of this, the Company has devised a viable new business strategy to reverse this in the future and has the support of our senior secured lender. Based on this support, the Company is confident of resolving matters with Promec.

If the Company and Aurbec are unsuccessful in their legal proceedings against Promec and the Notice of Bankruptcy Proceeding is not withdrawn or the Company cannot obtain waivers of covenants under the Credit Facility, the Company and Aurbec may need to seek protection from their creditors or become bankrupt.

ACCOUNTING CHANGES

Changes to IFRS

The Company has adopted the following new and revised IFRS standards, along with any consequential amendments, effective January 1, 2013. These changes were made in accordance with the applicable transitional provisions. The most important changes for the Company is outlined below. Since the Company is developing an underground mine, it is not affected by IFRIC 20: Stripping costs in the production phase of a surface mine.

- 18 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

IFRS 13, Fair Value Measurement, (“IFRS 13”)

IFRS 13 provides guidance on how fair value should be applied where its use is already required or permitted by other standards within IFRS, including a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. This standard was applied when determining the fair values used for the purchase accounting of Aurbec. However, there were no adjustments or other impacts on the Company’s financial statements following the adoption of this new standard.

Changes or Adoption of Accounting Policies Following the Acquisition of Aurbec

Consolidation

The Company’s financial statements consolidate the accounts of Maudore, the ultimate parent company, and those of its wholly-owned subsidiary, Aurbec. The accounting policies and financial year end date of the subsidiary are consistent with those adopted by the Company. All intercompany transactions, balances and unrealized gains or losses from intercompany transactions are eliminated on consolidation. The subsidiary is fully consolidated from the date on which control was obtained by the Company.

Foreign Currency Translations

The reporting and functional currency of the Company and its subsidiary is the Canadian dollar. Accordingly, the Company translates monetary assets and liabilities denominated in foreign currency at the rate of exchange prevailing at the consolidated balance sheet dates, non-monetary assets and liabilities denominated in foreign currency at the rate in effect at the date the transaction occurred and revenues and expenses denominated in foreign currency at the exchange rate in effect during the applicable accounting period. All resulting foreign exchange gains and losses are recorded in the consolidated statements of comprehensive loss.

Business Combinations

The Company applies the acquisition method in accounting for business combinations. The consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred and costs associated with the issuance of equity instruments related to the acquisition are recognized in capital stock, net of income taxes.

The Company recognizes identifiable assets acquired and liabilities assumed in a business combination regardless of whether or not they have been previously recognized in the acquired company’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. Those mineral reserves, resources and other assets that are able to be reliably valued are recognized in the assessment of fair values on acquisition. Other potential reserves, resources, mineral rights and other assets, which in management’s opinion values cannot be reliably determined, are not recognized.

When the fair value of the consideration is greater or lesser than net fair value of the identifiable assets acquired and the liabilities assumed, the difference is treated either as goodwill or as a bargain purchase price. Goodwill, if any, is recognized as an asset and reviewed for impairment annually or when there is an indication of impairment. A bargain purchase price, if any, is immediately recognized in profit or loss.

Revenue Recognition

The revenues include sales of refined gold and silver. When a mine is considered in commercial production, revenues from the sale of refined gold and silver are recognized when persuasive evidence

- 19 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

exists that the significant risks and rewards of ownership have passed to the buyer, it is probable that economic benefits associated with the transaction will flow to the Company, the sale price can be measured reliably, the Company has no significant continuing involvement and the costs incurred or to be incurred in respect of the transaction can be measured reliably. These conditions are generally satisfied when the metal is delivered to the counterparty of the transaction.

As at the date of this management’s discussion and analysis, the Vezza Project was not yet considered to be in commercial production, therefore revenues from the sale of gold and silver produced during the start-up phase has been subtracted from mine development costs that are being capitalized as part of the property, plant and equipment.

Interest income is recognized on an accrual basis using the effective interest method.

Inventory

Material extracted from mines is classified as either ore or waste. Ore represents material that, at the time of extraction, is expected to be processed into a saleable form and sold at a profit. Raw materials are comprised of ore in stockpiles. Ore is accumulated in stockpiles that are subsequently processed into gold in a saleable form. Work in process represents gold in the processing circuit that has not completed the production process, and is not yet in a saleable form. Finished products inventory represents gold in saleable form that has not yet been sold.

Inventories are valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis and includes all costs incurred, based on a normal production capacity, in bringing each product to its present location and condition. Cost of inventories includes direct labour, materials and contractor expenses, depreciation on property, plant and equipment and an allocation of mine site overhead costs. As ore is sent to the mill for processing, costs are reclassified out of inventory based on the average cost per ton of the stockpile.

The costs of inventory produced prior to the commencement of commercial production are adjusted to exclude the costs of abnormal amounts of wasted materials, labour and other excessive production costs typically involved in a start-up.

Mine Supplies

Mine supplies inventory consists of mining supplies and consumables used in operations as well as spare parts and other maintenance supplies that are not classified as capital items.

Net Realizable Value

The Company records provisions to reduce inventory to net realizable value to reflect changes in economic factors that impact inventory value and to reflect present intentions for the use of slow moving and obsolete supplies inventory. Net realizable value is determined with reference to relevant market prices less applicable variable selling expenses. Provisions recorded also reflect an estimate of the remaining costs of completion to bring the inventory into its saleable form. Provisions are reversed to reflect subsequent recoveries in net realizable value where the inventory is still on hand.

Exploration and Evaluation Assets

Exploration and evaluation expenses are costs incurred in the course of initial search for mineral deposits with economic potential. Costs incurred before the legal right to undertake exploration and evaluation activities are recognized in profit or loss when they are incurred.

Once the legal right to undertake exploration and evaluation activities has been obtained, the costs of acquiring mineral rights, expenses related to the exploration and evaluation of mining properties, less tax credits related to these expenses are recorded as exploration and evaluation assets. Expenses related to exploration and evaluation include topographical, geological, geochemical and geophysical studies,

- 20 -

MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

exploration drilling, trenching, sampling and other costs related to the evaluation of the technical feasibility and commercial viability of extracting a mineral resource. The various costs are capitalized on a property-by-property basis pending determination of the technical feasibility and commercial viability of extracting a mineral resource.

These assets are recognized as intangible assets and are carried at cost less any accumulated impairment losses. No depreciation expenses are recognized for these assets during the exploration and evaluation phase.

Whenever a mining property is considered no longer viable, or is abandoned, the capitalized amounts are written down to their recoverable amounts; and the difference is then immediately recognized in profit or loss. When technical feasibility and commercial viability of extracting a mineral resource are demonstrable, exploration and evaluation assets related to the mining property are transferred to property, plant and equipment, in mine development. Before the reclassification, exploration and evaluation assets are tested for impairment and any impairment loss is recognized in profit or loss.

Although the Company has taken steps to verify title to the mining properties in which it holds an interest, in accordance with industry practices for the current stage of exploration and development of such properties, these procedures do not guarantee the validity of the Company’s titles. Property titles may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

Property, Plant and Equipment

Recognition and Measurement

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs on qualifying assets. Where funds used to finance a major project form part of general borrowings, the Company capitalizes interest on those borrowings proportionate to the project funds used.

Spare parts and servicing equipment are usually carried as inventory and recognized in profit or loss as consumed. However, major spare parts and stand-by equipment qualify as property, plant and equipment when the Company expects to use them during more than one period.

Subsequent Transactions

The cost of replacing a part of an item of property, plant and equipment is recognized if it is probable that the future economic benefits embodied within the item will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-today servicing of property, plant and equipment are recognized in profit or loss as incurred.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized within mining operating expenses.

Depreciation and Amortization

Upon commencement of commercial production, mine development costs are amortized using the unit-of-production method over the estimated remaining ounces of gold to be produced based on the proven and probable reserves or, in the event that the Company is mining resources, an appropriate estimate of the resources mined or expected to be mined.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

Vehicles and certain machinery with a determinable expected life are depreciated on a straight-line basis over their estimated useful lives, ranging from three to seven years.

Significant components of individual assets are assessed and, if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately using the unit-of-production or straight-line method as appropriate. Costs relating to land are not amortized.

Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term.

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

Borrowing Costs

Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. These costs are amortized on the same basis as the asset. All other borrowing costs are recognized as finance costs in the statement of income in the period in which they are incurred.

Impairment of Exploration and Evaluation Assets and Property, Plant and Equipment

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (“cash-generating units”).

Whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, an asset or cash-generating unit is reviewed for impairment. Impairment reviews for exploration and evaluation assets are carried out on a project by project basis, with each project representing a potential single cash-generating unit. Additionally, when technical feasibility and commercial viability of extracting a mineral resource are demonstrable, the exploration and evaluations assets of the related mining property are tested for impairment before these items are transferred to property, plant and equipment.

An impairment loss is recognized in profit or loss for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less cost to sell and its value in use. An impairment charge is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.

Mine Restoration Provision

In accordance with Company policies, asset retirement obligations relating to legal and constructive obligations for future site reclamation and closure of the Company’s mine sites are recognized when incurred and a liability and corresponding asset are recorded at management’s best estimate. Estimated closure and restoration costs are provided for in the accounting period when the obligation arising from the related disturbance occurs. The amount of any liability recognized is estimated based on the risk-adjusted costs required to settle present obligations, discounted using a pre-tax risk-free discount rate consistent with the time period of expected cash flows. When the liability is initially recorded, a corresponding asset retirement cost is recognized as an addition to mining interests and amortized using the unit of production method.

The liability for each mine site is accreted over time and the accretion charges are recognized as a finance cost in the consolidated statements of comprehensive loss. The liability is subject to re-measurement at each reporting date based on changes in discount rates and timing or amounts of the costs to be incurred. Changes in the liability, other than accretion charges, relating to mine rehabilitation and restoration obligations, which are not the result of current production of inventory, are added to or deducted from the carrying value of the related asset retirement cost in the reporting period recognized. If

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

the change results in a reduction of the obligation in excess of the carrying value of the related asset retirement cost, the excess balance is recognized as a recovery through profit or loss in the period.

Operating Expenses Related to the Closed Mine

Costs related to the care and maintenance of the closed mine are expensed as incurred and reported as mine operating expenses.

CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS

When preparing the financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses and that are different from those discussed in the December 31, 2012 financial statements are discussed below.

Significant Judgments

Commencement of Commercial Production

The Company assesses the stage of its construction in progress to determine when it declares the start of commercial production. The criteria used to assess the start date are determined based on the unique nature of the project, such as the complexity of the project and its location. The Company considers various relevant criteria to assess when the project is substantially complete and ready for its intended use in the manner as intended by management. Then it will reclassify the assets from mine development to property, plant, and equipment. Some of the criteria will include, but are not limited to the following:

• The level of capital expenditure compared to the construction cost estimates;

• Completion of a reasonable period of testing of the mine plant and equipment;

• Ability to produce concentrates in saleable form (without specifications);

• Ability to sustain ongoing production of minerals at minimum 60% of its design capacity.

When the project moves into the production stage, the capitalization of certain mine development costs ceases and costs are either regarded as inventory or expensed, except for costs that qualify for capitalization relating to mining asset additions or improvements, mine development or mineable reserve development. It is also at this point that amortization commences.

Basis for Depreciating Property Plant and Equipment

The processing facility is being upgraded with a view to using it with the current mining project and eventually in conjunction with other ore bodies. Consequently, the Company intends to depreciate the production facility using the unit-of-production basis, based on the projected lifetime throughput rather than solely based on the reserves associated with the sites currently under development.

Significant Estimations

Estimated Recoverable Reserves and Resources

Estimated recoverable reserves and resources are used to determine the depreciation of mine development costs and related assets, and in performing impairment testing. Estimates are prepared by appropriately qualified persons, but will be impacted by forecasted commodity prices, exchange rates, production costs and recoveries amongst other factors. Changes in assumptions will impact the depreciation and impairment charges recorded in the income statement.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

Useful Lives of Depreciable Assets

Management reviews its estimates of the useful lives, depreciation methods and residual values of depreciable assets at each reporting date. As of the reporting date, management assesses the useful lives which represent the expected utility of the assets to the Company. Actual results, however, may vary due to technical or commercial obsolescence.

Net Realizable Value of Inventories

All inventory is valued at the lower of average cost or net realizable value. Management is required to make various estimates and assumptions to determine the value of stockpiled ore, in-circuit gold inventories and doré inventories. The estimates and assumptions include surveyed quantities of stockpiled ore, in-circuit process volumes, gold contents of both, costs to recover saleable ounces, recoverable ounces once processed and the price per ounce of gold when ounces of gold are expected to be recovered and sold. For current stockpiled ore, in-circuit gold inventories and doré inventories, management uses the gold price on the date of the reporting period.

Mine Restoration Costs

The provisions for mine restoration costs are based on estimated future costs using information available at the financial reporting date. To the extent the actual costs differ from these estimates, adjustments will be recorded and the income statement may be impacted.

Allowance for Doubtful Accounts and Revenue Adjustments

At the end of each reporting period, the Company assesses whether the accounts receivable and other long-term receivables are recoverable and whether an allowance needs to be recognized for estimated losses arising from the possible non-payment. If future collections differ from the amounts recognized as receivable, future earnings will be affected.

Impairment Tests on exploration and evaluation assets as well as on property, plant and equipment

At the financial reporting date, the Company assesses the situation and determines if any indicators of potential impairment have been identified. When one or more indicators are identified, an impairment test is performed on the recoverability of assets or projects in question.

As at June 30, 2013, the carrying amount of the Company’s net assets exceeded its market capitalization, which is considered an indicator of a potential impairment. Refer to the overview of operations section for the Vezza Project.

Concerning the exploration and evaluation assets, the Company is monitoring closely the gold price, financing conditions and its market capitalization. In the event that these conditions remain depressed in the mid-term, the Company might have to conduct an impairment assessment on its exploration and evaluation assets.

RISKS AND UNCERTAINTIES

Information about important risks which management believes could impact the Company’s business and that are different from those discussed in the December 31, 2012 management’s discussion and analysis is discussed below.

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

Financial Risk

The Company acquired Aurbec in March 2013. Up to that point in time, it had operated solely as an exploration company. Maudore must now deal with the challenges of operating a company involved in exploration and production, and most critically faces a much higher fixed overhead. The Company will now become focused on maximizing revenues and controlling costs.

On the exploration side, the Company pursues its growth through acquisition and development of exploration projects. If additional funds are required, the source of funds that may be available to the Company, in addition to cash flows, is through the sale of additional equity capital or borrowings. There is no assurance that such funding will be available to the Company. Furthermore, even if such financing is available, there can be no assurance that it will be obtained on terms favourable to the Company or provide the Company with sufficient funds to meet its objectives, which may adversely affect the Company’s business and financial condition.

In addition, failure to comply with financial covenants under the Company’s current or future debt agreements or to make scheduled payments of the principal of, or to pay interest on its indebtedness, would result in an event of default under the debt agreements and would allow the lenders to accelerate the debt under these agreements, which may affect the Company’s financial condition.

The Company has not yet determined whether all of its mineral properties contain mineral deposits that are economically recoverable. The only property currently in active development is the Vezza deposit where the Company has yet to generate any income or cash flows at this stage of its development. Additionally, the re-evaluation of the Sleeping Giant mine has identified significant high grade mineralized targets previously untested. Work has recently been initiated to physically evaluate its economic viability going forward. However, as at June 30, 2013, the Company has a negative cumulated deficit of $26,132,422 ($12,423,339 as at December 31, 2012). The Company’s ability to continue as a going concern is dependent upon its ability to raise additional financing, to generate cash flow from operations, ongoing support from major creditors and the continuing support of its senior lender. As it is uncertain whether the Company will be able to achieve these objectives, this contributes to doubt regarding the Company’s ability to continue as a going concern.

A Notice of Bankruptcy Proceeding was filed against Aurbec on August 23, 2013 (see section “Previous contractor dispute). While the Company has developed a new business strategy and forward looking plan to address these conditions, these material uncertainties cast further doubt regarding the Company’s ability to continue as a going concern.

The Company and Aurbec intend to take legal action against Promec Mining Contractor inc. and their parent Construction Promec Inc., including the filing of a claim for wrongful commencement of a bankruptcy proceeding against Aurbec. If the Company and Aurbec are unsuccessful in their legal proceedings against Promec and the Notice of Bankruptcy Proceeding is not withdrawn, or if the Company cannot obtain waivers of covenants under the Credit Facility that could arise from this process, the Company and Aurbec may need to seek protection from their creditors or become bankrupt.

Commodity Prices

Precious metal prices, such as gold prices, fluctuate widely and are affected by various factors beyond the Company’s control, including but not limited to: the sale or purchase of metals by various central banks and financial institutions, inflation or deflation, fluctuation in the value of the United States dollar, and global political and economic conditions. Declines in the prices of gold may adversely affect the Company’s development and mining activities, common shares price, financial results, life-of-mine plans and viability of mining projects. Although the Company believes that the fundamentals of supply and demand will remain robust in the future and participants in various sectors will continue to support the gold price despite uncertainties in the global economy, there is no guarantee that the gold price will not

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

materially decrease. For Q2-13 YTD, the Company did not utilize any hedging programs to mitigate the effect of commodity price movement.

Currency Fluctuations May Affect the Costs of Doing Business

The Company’s main activities and offices are currently located in Canada and the costs associated with the Company’s activities are in majority denominated in Canadian dollar. However, the Company’s revenues from the sale of gold and silver are in U.S. dollars and some of the costs associated with the Company’s activities in Canada are denominated in currencies other than the Canadian dollar. Any appreciation of the Canadian dollar vis-à-vis these currencies could increase the Company’s cost of doing business, mainly by reducing its revenues in Canadian dollars. For Q2-13 YTD, the Company did not utilize any hedging programs to mitigate the effect of currency movement.

Risk Related to Mineral Reserve and Resource Estimates

Mineral reserve and resource estimates are based on assumptions such as metal prices, operating costs and drilling information. Material and prolonged changes in metal prices can have an impact on the recoverability of the reserves and resources. Mineral resource evaluations may also be affected due to variances in geological conditions of a property due to erroneous geological data. Therefore, mineral reserve and resource estimates should be viewed as estimates only with no assurance of achieving the expected tonnages, grades and recovery levels.

Operational Risk

In the course of its mining operations, the Company may be faced with various operational risks which may affect the production and financial performance of the mining unit. The risks include workforce availability and stoppages, mechanical breakdown, environmental incidents or adverse environmental conditions, parts and supplies availability, dilution, flooding, availability of process water, power outages, and theft.

Risk Linked with Government Regulation

The Company’s activities entail compliance with the applicable legislation or review processes and the obtaining of land use and all other permits, and similar authorizations of future overall mining operations are subject to the constraints contained in such legislation. The Company believes that it is in compliance in all material respects with such existing laws. Changing government regulations may, however, have an adverse effect on the Company.

In addition, current political and social debate on the distribution of mining wealth in Québec and elsewhere may result in increased mining taxes and royalties, which could adversely affect the Company’s business and mining operations.

Environmental Risk

All phases of the Company’s operations are and will be subject to federal, provincial and local environmental regulation in the various jurisdictions in which the Company operates. These regulations mandate, among other things, the maintenance of air and water quality standards, land use standards, land reclamation and labour standards. They also set forth limitations on the generation, transportation, storage and disposal of solid, liquid and hazardous waste. Environmental legislation is evolving in a manner which will require, in certain jurisdictions, stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. No certainty exists that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the Company’s properties which are

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MAUDORE MINERALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013

unknown to management at present and which have been caused by previous owners or operators of the properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Insurance Risk

Although the Company maintains industry standard insurances to protect against certain risks, the Company’s insurance does not cover all the potential risks associated with a mining company’s operations. Moreover, insurance against risks such as environmental pollution or other hazards as a result of production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of high premium costs. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial condition and results of operations.

STRATEGY

Management will continue to account for the Company’s funds very rigorously, its first goal being the optimization of shareholders’ return on investment. The acquisition of the Sleeping Giant mill provides a clear path to production for its current ore resources and subsequent discoveries. Management, while applying its development strategy, will consider the global environment, the fluctuation in the Company’s share price and the overall market in gold and metal prices.

FORWARD LOOKING STATEMENTS

Some statements contained in this MD&A constitute forward looking statements, including, without limitation, anticipated developments in the Company’s operations in future periods and other events or conditions that may occur in the future. These statements are about the future and are inherently uncertain and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those mentioned herein under heading “RISKS AND UNCERTAINTIES”. Management believes that the expectations reflected in these statements are reasonable but no assurance can be given that these expectations will prove to be correct. It is recommended not to place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur.

August 27, 2013

(s) Greg Struble	(s) Claudine Bellehumeur
Greg Struble	Claudine Bellehumeur
President and CEO	CFO

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EX-2.6

Exhibit 2.6

MAUDORE MINERALS LTD.

NOTICE AND MANAGEMENT PROXY CIRCULAR

FOR THE 2013

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD AT

HÔTEL LE CRYSTAL

1100 De La Montagne

Montréal, Québec

June 26, 2013

10:00 a.m. (Montréal time)

There are a number of important matters that each shareholder should

carefully consider in connection with the Meeting.

The Board of Directors of Maudore Minerals Ltd. unanimously recommends that

shareholders VOTE FOR all matters set out in the Proxy Form.

MAUDORE MINERALS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the Annual and Special Meeting of the shareholders (the “Meeting”) of Maudore Minerals Ltd. (the “Corporation”) will be held at the Drummond Room, Hôtel Le Crystal, 1100 De la Montagne, Montréal, Québec, on Wednesday, June 26, 2013, at 10:00 a.m. (Montreal time) for the following purposes:

1. TO RECEIVE the audited financial statements of the Corporation for the year ended December 31, 2012, together with the report of the independent auditors thereon;

2. TO ELECT the directors of the Corporation for the ensuing year;

3. TO RE-APPOINT Raymond Chabot Grant Thornton LLP as auditors of the Corporation for the ensuing year and to authorize the Board of Directors to fix their remuneration;

4. TO CONSIDER, and if thought advisable, to pass, with or without variation, a resolution to approve a new stock option plan of the Corporation;

5. TO CONSIDER, and if thought advisable, to pass, with or without variation, a resolution to confirm and ratify the By-Law No.1 of the Corporation; and

6. TO TRANSACT such other business as may properly be brought before the Meeting or any adjournment thereof.

The accompanying Management Proxy Circular provides additional information relating to the matters to be dealt with at the Meeting.

The Management Discussion and Analysis, the audited financial statements of the Corporation and the independent auditor’s report to the shareholders for the year ended December 31, 2012, is posted on the Corporation’s website at www.maudore.com and on the SEDAR website at www.sedar.com.

Holders of Common Shares on May 24, 2013 at 5:00 p.m. (Montreal time) will be entitled to receive this Notice and to vote at the Meeting either in person or by proxy. The attached Management Proxy Circular explains how shareholders may exercise their right to vote.

For inquiries about the information contained in the Management Proxy Circular or assistance in completing your form of proxy, please contact:

Canadian Stock Transfer Inc.:

by mail at:	Canadian Stock Transfer Company Inc. (CST) as administrative agent for CIBC Mellon Trust Company 320, Bay Street, B1 Level Toronto, ON M5H 4A6
or by telephone:	within Canada and the United States: 1-800-387-0825 and from all other countries: 416-682-3860

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or by fax:	within Canada and the United States: 1-866-781-3111 and from all other countries: 416-368-2502
or by e-mail:	inquiries@canstockta.com

Shareholders who are unable to attend the Meeting are entitled to be represented by proxy and are requested to date, sign and return the enclosed form of proxy in the envelope provided for that purpose or, alternatively, to vote by telephone or over the Internet, the whole in accordance with the instructions on the enclosed proxy form. In order to be valid, proxies must be received at the Toronto office of the Corporation’s transfer agent, CIBC Mellon Trust Company, c/o its administrative agent Canadian Stock Transfer Company Inc., 320 Bay Street, B1 Level, Toronto, Ontario, M5H 4A6, not later than 5:00 p.m. (Montréal time) on June 21, 2013, or not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Montréal) before any adjourned Meeting.

Dated at Rouyn-Noranda, Québec, this 27^th day of May, 2013.

By Order of the Board of Directors

(s) Julie Godard

Julie Godard

Corporate Secretary

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MAUDORE MINERALS LTD.

MANAGEMENT PROXY CIRCULAR

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 26, 2013

SOLICITATION AND REVOCATION OF PROXIES

This Management Proxy Circular (the “Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Maudore Minerals Ltd. (“Maudore” or the “Corporation”) to be used at the Annual and Special Meeting of Shareholders of the Corporation or any adjournment thereof (the “Meeting”) to be held at the time and place for the purposes set forth in the foregoing Notice of Annual and Special Meeting of Shareholders (“Notice of Meeting”). The solicitation will be done by mail and the cost of solicitation will be borne by the Corporation.

The persons named in the accompanying form of proxy are directors or officers of the Corporation. However, each holder (“Shareholder”) of common shares of the Corporation (“Common Shares”) has the right to appoint a person (who need not be a Shareholder) other than the persons specified in the form of proxy to represent the Shareholder at the Meeting. Such right may be exercised by inserting the name of such person in the blank space provided in such form of proxy and depositing the completed proxy with Canadian Stock Transfer Company Inc., by mail to or in person at Proxy Department, 320 Bay Street, Banking Hall, Toronto, Ontario, M5H 4A6, by fax to 416-368-2502, or toll free in North America to 1-866-781-3111, not later than 5:00 p.m. (Montreal time) on June 21, 2013, or not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Montreal) before any adjourned Meeting. The chairman of the Meeting may waive this time limit for receipt of proxies by Canadian Stock Transfer Company without notice.

It is important to ensure that any other person appointed attends the Meeting and is aware that he or she has been appointed to vote the shares. Proxy holders should, upon arrival at the Meeting, present themselves to a representative of Canadian Stock Transfer Company Inc.

A Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Shareholder or by his attorney authorized in writing and depositing it either (i) at the registered office of the Corporation to the attention of the Corporate Secretary no later than the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or (ii) with the chairman of such Meeting on the day of, but prior to the commencement of the Meeting or any adjournment thereof. A Shareholder may also revoke a proxy by delivering another form of proxy duly signed and bearing a later date, by depositing it in the above manner or in any other manner permitted by law.

VOTING OF PROXIES

The persons named in the enclosed form of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholders appointing them on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. Where such a Shareholder fails to specify a choice, the persons named in the enclosed form of proxy will vote the Common Shares represented by such proxy (i) in favour of the election of each of the directors whose names appear therein and under the heading “Election of Directors”, (ii) in favour of the appointment of the firm Raymond Chabot Grant Thornton LLP as the Corporation’s auditors, (iii) in favour of the adoption of the 2013 Stock Option Plan; and (iv) in favour of the confirmation and ratification of the By-Law No.1 of the Corporation.

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There are four ways for registered Shareholders to vote their Common Shares. A Shareholder is a registered Shareholder if his or her name appears on his or her share certificate. A registered Shareholder may: (i) vote in person at the Meeting; (ii) complete and sign the enclosed form of proxy and appoint one of the named persons or another person the Shareholder chooses to represent him and to vote his shares at the Meeting and mail it; (iii) vote electronically on the Internet; or (iv) vote by telephone. Shareholders should make sure that the person they appoint is aware that she or he is appointed and attends the Meeting. Completing, signing and returning the form of proxy does not preclude a Shareholder from attending the Meeting in person. If a Shareholder does not wish to attend the Meeting or does not wish to vote in person, the Shareholder’s proxy will be voted or withheld from voting, in accordance with the instructions specified on his or her proxy, on any ballot that may be called at the Meeting. If the Shareholder is a corporation or other legal entity, the form of proxy must be signed by an officer or attorney authorized by such corporation or other legal entity.

To vote by telephone, registered Shareholders should call 1-866-221-8278. To vote electronically, registered Shareholders must go to the following Internet site: www.proxypush.ca/MAO, and enter their personalized 12-digit e-voting control number printed on their form of proxy and follow the instructions on the screen.

If a registered Shareholder wishes to attend the Meeting and wishes to vote her or his shares in person at the Meeting, it is not necessary for the registered Shareholder to complete or return the form of proxy. Registered Shareholders votes will be taken and counted at the Meeting. Registered Shareholders should register with the Corporation’s transfer agent, Canadian Stock Transfer Company Inc, upon arrival at the Meeting.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and to other matters which may properly come before the Meeting. At the time of this Circular, the management of the Corporation knows of no such amendment, variation or other matter expected to come before the Meeting other than the matters referred to in the Notice of Meeting.

ADVICE TO BENEFICIAL HOLDERS OF SHARES

The information set forth in this section should be reviewed carefully by the non-registered shareholders of the Corporation. Shareholders who do not hold their Common Shares in their own name (the “Beneficial Shareholders”) should note that only proxies deposited by Shareholders who appear on the records maintained by the Corporation’s registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If the Common Shares are not registered in the Shareholder’s own name, they are held in the name of a “nominee”, usually a bank, trust company, securities dealer or broker or other financial institution. Applicable securities laws and regulations require nominees of Beneficial Shareholders to seek their voting instructions in advance of the Meeting. Therefore, unless a Beneficial Shareholder has previously informed its nominee that he or she does not wish to receive material relating to Shareholders’ meetings, he or she will receive this Circular in a mailing from its nominee, together with a form of proxy or voting instruction form. Each nominee has its own signature and return instructions. It is important that the Beneficial Shareholder comply with these instructions if he or she wants the voting rights attached to her or his shares to be exercised. If the Beneficial Shareholder which has submitted a proxy wishes to change his voting instructions, the Beneficial Shareholder should contact his nominee to find out whether this is possible and what procedure to follow.

Neither the Corporation nor its registrar and transfer agent have a record of the names of the Beneficial Shareholders of the Corporation. If a Beneficial Shareholder attends the Meeting, neither the Corporation nor the registrar and transfer agent will have knowledge of the Beneficial Shareholder’s shareholdings or its entitlement to vote, unless the nominee has appointed the Beneficial Shareholder as proxyholder. Therefore, if you are a Beneficial Shareholder and wish to vote in person at the Meeting, you must insert your name in the space provided on the form of proxy or voting instruction form sent to you by your nominee. By doing so, you are instructing the nominee to appoint you as proxyholder. It is important that the signature and return instructions provided by the nominee are complied with. It is not necessary to otherwise complete the form as you will be voting at the Meeting.

All references to Shareholders in this Circular and the accompanying Form of Proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

At the date of this Circular, to the best of its knowledge and except as disclosed herein in this Circular, the management of the Corporation is not aware of any person who may have an interest in any matter to be acted upon whether such interest is by way of beneficial ownership of securities or otherwise, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.

VOTING SECURITIES AND PRINCIPAL HOLDERS

May 24, 2013 was the record date for purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting. As at May 24, 2013, there were 47,241,522 Common Shares of the Corporation issued and outstanding. Each Common Share entitles the holder thereof on record as of May 24, 2013, to one vote for each Common Share. In the event of any transfer of Common Shares by any shareholder after this date, the transferee is entitled to vote those shares if he or she produces properly endorsed share certificates or otherwise established that he or she owns the shares, and requests that Canadian Stock Transfer Company Inc includes the transferee’s name on the shareholders’ list of the Corporation, at least five days prior to the Meeting.

To the knowledge of the management of the Corporation, as at May 24, 2013, no person beneficially owned, directly or indirectly, or exercised control or direction over more than 10% of the issued and outstanding securities of the Corporation, except Rex Seager Harbour and Cyrus Capital Partners L.P., who have declared in the System for Electronic Disclosure by Insiders (“SEDI”) that they were holding respectively 9,406,762 Common Shares (representing 19,9% of the outstanding Common Shares) and 7,254,505 Common Shares (representing 15,4% of the outstanding Common Shares). Mr. Harbour also declared he was holding 2,242,478 common share purchase warrants of the Corporation and Cyrus Capital Partners L.P. declared it was holding 3,627,252 common share purchase warrants of the Corporation. Such securities are held by Mr. Harbour indirectly through City Securities Ltd. and The Harbour Foundation and those held by Cyrus Capital Partners L.P. are held indirectly by FBC Holdings Sarl. Dr. Daniel Harbour, director of the Corporation, is a trustee of The Harbour Foundation.

As of the date hereof, the directors and executive officers of the Corporation as a group own beneficially, directly or indirectly, or exercise control or direction over approximately 1,292,448 Common Shares (representing approximately 2.7% of the outstanding Common Shares).

AGENDA FOR SHAREHOLDERS MEETING

1. PRESENTATION OF THE AUDITOR’S REPORT, MD&A AND AUDITED FINANCIAL STATEMENTS

The management discussion and analysis and the audited financial statements of the Corporation for the year ended December 31, 2012, together with the auditor’s report thereon, will be presented before the Meeting but will not be subject to a vote. The audited financial statements and the Corporation’s 2012 management discussion and analysis can be consulted on the SEDAR’s website at www.sedar.com and on the Corporation’s website at www.maudore.com.

2. ELECTION OF DIRECTORS

The Board of Directors of the Corporation (the “Board”) currently consists of seven members. The terms of office of each of the current directors of the Corporation expires at the Meeting. The seven nominees whose names are listed below are nominated by Management of the Corporation for election at the Meeting as directors of the Corporation. The persons named in the enclosed proxy form intend to vote for the election of each of the nominees listed below unless the shareholder signing a proxy has indicated his desire to abstain from voting regarding the election of directors. Each director will hold office until the next annual meeting of shareholders of the Corporation or until the election of his successor, unless he or she resigns or his or her office becomes vacant by removal, death or other cause.

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Six of the nominees are currently directors of the Corporation and four of them are “independent” within the meaning of Regulation 52-110 – Audit Committees (“Regulation 52-110”). Gregory Struble, new nominee, will not be an independent director as he will act as President and Chief Executive Officer of the Corporation, effective June 11, 2013.

The following table sets forth the name and municipality of residence, office held with the Corporation, date on which each first became a director, principal occupation during the last five years and number of Common Shares held by each of the directors of the Corporation as of May 24, 2013. The information on nominees in the following table has been furnished by the respective nominees individually.

Name and Municipality of Residence	Offices Held	Term	Principal Occupation	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Kevin Tomlinson Richmond, Surrey, UK	Director, Chairman and since February 2013, Chief Executive Officer	July 2012 - Present	Director of Centamin Plc, non- executive director of Samco Gold Limited and Deputy Chairman and Lead independent director Besra Gold Inc. since January 2012; Chairman of Medusa Mining Ltd. from 2005 to 2010; Chairman of Dragon Mountain Gold Ltd. from 2006 to 2008; managing investment banking with Westmind Partners, Thomas Weisel Partners and Stifel from August 2006 to January 2012.	1,140,448
George Fowlie (1) Toronto, Ontario, Canada	Director and since December 2012, Deputy Chairman and Director of Corporate Development	July 2012 - Present	Managing Director of Grf Capital Advisors from February 2008 to present; Deputy Chairman and head of investment banking with Westwind Capital Partners from 2004 to 2008.	70,000
Dr. Daniel Harbour (2)(3) London, England, UK	Director	July 2012 - Present	Associate Professor of Cognitive Science of Language at Queen Mary University of London from July 2012 to present; Director of HDG Ltd. since March 2005 (private company); Trustee of The Harbour Foundation since March 2008.	0
Keith Harris (1)(3) Toronto, Ontario, Canada	Director	July 2012 - Present	President, corporate director and consultant of Naiscott Capital Corporation from January 2011 to present; President and Chief Financial Officer of Stifel Nicolaus Canada Inc. from January 2008 to December 2010; Chief Financial Officer of Westwind Partners Inc. from 2002 to 2008.	27,500
Robert L. Pevenstein (1)(2) Hunt Valley, Maryland, USA	Director	November 2010 - Present	President of Princeville Partners LLC. Chairman of Copper Mesa Mining Corporation from 2004 to present; Director of QuadraMed Corporation from 2003 to 2010; Chairman of QuadraMed Corporation from 2005 to 2010 and of unlisted American company, EMIDA Corporation.	16,000

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Name and Municipality of Residence	Offices Held	Term	Principal Occupation	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Raynald Vezina (2)(3) Québec, Québec, Canada	Director	July 2012 - Present	Consultant Mining Engineer. Director and member of Audit Committee of Richmont Mines Inc. from October 2006 to May 2012; Director of Matamec Explorations Inc. from October 2004 to June 2008 and from October 2012 to present.	11,000
Gregory Struble Toronto, Ontario, Canada	Nominee Mr. Struble will act as President and CEO of the Corporation effective June 11, 2013.	—	Mining Engineer with over 30 years of experience in underground mining. Executive Vice President and Chief Operating Officer for North American Palladium Ltd. from December 2010 to May 2013; Executive Vice President and Chief Operating Officer of Stillwater Mining Company from February 2008 to August 2010; Project Manager for Barrick Gold Corporation from March 2007 to February 2008.	0

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(3) Member of the Corporate Governance and Nominating Committee

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

The foregoing information, not being within the knowledge of the Corporation, has been furnished by the respective directors. No director, proposed director or executive officer is, or has been within the last ten years, a director, chief executive officer or chief financial officer of any company that:

(a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “Order”), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such company, with the exception of Robert Pevenstein who has been a director of Copper Mesa Mining Corporation, a reporting issuer in the provinces of British Columbia, Ontario and Quebec. There is a cease trade order on the shares of this issuer since April 2010 for failure to file its annual and interim financial statements; or

(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company.

No director, proposed director or executive officer of the Corporation:

(a) is, or has been within the last ten years, a director or executive officer of any company 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 instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, with the exception of Keith Harris who has been a director of Frontline Technologies, which was voluntarily put into bankruptcy in January 2013;

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(b) has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his, her or its assets;

(c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(d) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to reasonable investor in making an investment decision regarding the Corporation.

3. RE-APPOINTMENT OF AUDITORS

Raymond Chabot Grant Thornton LLP have been the auditors of the Corporation since 2001. Management proposes that Raymond Chabot Grant Thornton LLP be reappointed as the auditors of the Corporation for the financial year ending December 31, 2013 and that the Board be authorized to fix their remuneration.

The persons named in the enclosed proxy form intend to vote FOR the reappointment of Raymond Chabot Grant Thornton LLP, chartered accountants, as independent auditors of the Corporation and the authorization for the Board to fix their remuneration unless the Shareholder specifies that his or her proxy form be withheld from voting thereon.

4. APPROVAL OF A NEW COMMON SHARE PURCHASE OPTION PLAN

The Corporation currently has one Common Share Stock Option plan in effect, which was adopted in 1997 (the “1997 Stock Option Plan”) and amended from time to time to increase the maximum number of Common Shares issuable under the 1997 Stock Option Plan, which currently provides that a maximum of 5,000,000 Common Shares may be issued thereunder. Since the inception of the 1997 Stock Option Plan, the Corporation has issued 1,834,432 Common Shares pursuant thereto, representing 3.8% of the Corporation’s issued and outstanding Common Shares. The 1997 Stock Option Plan was adopted more than 15 years ago and the Board believes that it needs to be updated with current standards and rules under the TSX Venture Exchange (the “Exchange”). Accordingly, the Board has adopted a new Common Share purchase option plan on May 27, 2013 (the “2013 Stock Option Plan”), which is subject to the approval of the Exchange and to any amendments that may be required by the Exchange to comply with its policies and obtain its approval. The following is a summary of the main dispositions of the 2013 Stock Option Plan (the “Plan”).

Eligible Participants

Persons who may receive share purchase options under the Plan (“Stock Options”) are the officers, directors, employees and consultants of the Corporation or of its subsidiaries (the “Eligible Participants”).

Shares Reserved for Issuance

The maximum number of Common Shares that may be issued under Stock Options granted under the Plan from time to time shall be equal to 10% of the issued and outstanding Common Shares of the Corporation.

The Plan, together with all of the Corporation’s previously established and outstanding stock option plans or grants, does not allow at any time: i) the aggregate number of Common Shares reserved for issuance under Stock Options granted to insiders (as a group) of the Corporation at any point of time exceeding 10% of the issued Common Shares; ii) the grant to insiders (as a group) of the Corporation within a 12 month period of an aggregate number of Stock Options exceeding 10% of the issued Common Shares, calculated at the date a Stock Option is granted to any insider; or iii) the aggregate number of Stock Options granted to any one person (including any companies that are wholly owned by that person) within a 12 month period exceeding 5% of the issued Common Shares, calculated on the date a Stock Option is granted to that person, unless the

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Corporation has obtained the requisite disinterested shareholder approval in accordance with the policies of the Exchange.

The number of Stock Options to be granted to any one consultant in a 12 month period must not exceed 2% of all the issued Common Shares of the Corporation, calculated on the date of grant of such Stock Options to the consultant.

The aggregate number of Stock Options to be granted to all persons retained to provide investor relations activities must not exceed 2% of the issued Common Shares of the Corporation in any 12 month period, calculated on the date of grant of such Stock Options to any such person. Stock Options granted to persons retained to provide investor relations activities must vest in stages over a period of not less than 12 months, with no more than ¼ of the Stock Options vesting in any three month period.

Exercise Price

The Board determines the exercise price of the Common Shares underlying the Stock Options when such Stock Options are granted. The exercise price per Common Share shall not be less than the last closing price of the Common Shares on the Exchange on the day on which the Options are granted.

Expiry and Vesting

The expiry date of a Stock Option shall be the 10^th anniversary of the date of grant unless a shorter period of time is otherwise set by the Board at the time the particular Stock Option is granted.

Stock Options shall be exercisable in whole or in part, and from time to time, at any time following the vesting date of the Stock Options and prior to the expiry of their term, but provided that if a Stock Option expires during a black-out period (as may be determined in a policy of the Corporation to prevent insiders from trading in the Common Shares), then the Stock Option shall remain exercisable until the period ending up to ten business days after the end of such black-out period, notwithstanding the natural expiry of its term, except that in no event may such exercise occur more than ten years after the initial grant date of the Stock Option.

Subject to the Board’s sole discretion in establishing or modifying vesting dates of Stock Options, from time to time, Stock Options granted shall vest, and become exercisable, upon and subject to such terms, conditions and limitations as contained in the Plan and otherwise as the Board may from time to time determine with respect to each Stock Option.

Termination of Stock Options

Any Stock Option or part thereof not exercised prior to the expiry date shall terminate and become null, void and of no effect.

In the event of the death of an optionholder during the term of the Eligible Participant’s Options, any vested Stock Options theretofore granted to that person shall be exercisable within, but only within, the period of one year next succeeding the Eligible Participant’s death, and in no event after the expiry date of the Stock Option. In the event of the death of an Eligible Participant prior to the vesting date of any of the Stock Options, the Board shall have the discretion to accelerate the vesting of any unvested Stock Options.

If any optionholder shall cease to be an Eligible Participant for any reason, other than termination for cause or death, he or she may exercise any vested Stock Options issued under the Plan that is then exercisable, but only within the period that is ninety (90) days from the date that he or she ceases to be an Eligible Participant. In the event that an optionholder ceases to be an Eligible Participant of the Corporation because of termination for cause, the Stock Options of the optionholder not exercised at such time shall immediately be cancelled on the date of such termination and be of no further force or effect whatsoever notwithstanding anything to the contrary in the Plan.

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Non-Transferability of Stock Options

Subject to applicable law, no Stock Option granted under the Plan shall be assignable or transferable otherwise than by will or by the laws of descent and distribution or to an Eligible Participant’s registered retirement savings plan (“RRSP”) or registered retirement income fund (“RRIF”), provided that the participant is, during the participant’s lifetime, the sole beneficiary of the RRSP or RRIF.

Administration

The Plan shall be administered by the Board, or any committee appointed by the Board to administer the Plan. The interpretation, construction and application of the Plan shall be made by the Board and shall be final and binding on all Stock Options granted under the Plan and all persons eligible to participate under the provisions of the Plan.

Amendments

Subject to limitations provided in the Plan requiring approval of the shareholders of the Corporation, the Board may at any time, and from time to time, amend any provision or terminate the Plan, subject to all applicable laws and prior Exchange approval at the time of such amendment or termination, and, without limiting the generality of the foregoing, may amend vesting and termination provisions under the Plan and make amendments for the purpose of complying with any changes in any applicable laws and policies of the Exchange, or for any other purpose which may be permitted by applicable laws, provided that, any such amendment or termination shall not alter the terms or conditions of any Stock Option or impair any right of any optionholder pursuant to any Stock Option granted prior to such amendment or termination.

Adjustments

The Plan provides that the aggregate number of Common Shares issuable under the Plan shall be appropriately and equitably adjusted in the event of an arrangement, reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or securities of the Corporation. Stock Options granted under the Plan may contain such provisions as the Board may determine with respect to the adjustments to be made in the number of Common Shares covered by such Stock Options and in the Option exercise price in the event of such change.

Implementation

The Plan shall become effective upon its approval by the Exchange and by shareholders of the Corporation at the Meeting. Any Stock Options of the Corporation previously granted which remain outstanding as at the date of approval by the Board of the 2013 Stock Option Plan will be deemed to have been issued under and will be governed by the terms of the 2013 Stock Option Plan.

The complete text of the 2013 Stock Option Plan is available to shareholders on request from the Secretary of the Corporation. Shareholders wishing to receive a copy of the 2013 Stock Option Plan should contact the Secretary of the Corporation at 101 A, Principale Avenue, Suite 200, Rouyn-Noranda, Québec, J9X 2M1, telephone: 819-797-9336.

The following resolution approving the 2013 Stock Option Plan must be passed by a majority of the votes cast thereon at the Meeting by Shareholders.

“BE IT HEREBY RESOLVED THAT:

1. The 2013 Stock Option Plan, for which the main terms are described in the management information circular delivered in respect of the Meeting of Shareholders of the Corporation, is hereby approved;

2. Any of the officers or directors of the Corporation be and he is hereby authorized to modify the 2013 Stock Option Plan in order to satisfy any requirement of the Exchange; and

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3. Any of the officers or directors of the Corporation be and is hereby authorized for and on behalf of the Corporation to execute and deliver all documents and instruments and to take all such other actions as such officer or director may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby.

Unless specified in the form of proxy that Common Shares represented by the proxy shall be voted against, the persons whose names are printed on the form of proxy will vote FOR the resolution approving the 2013 Stock Option Plan.

5. APPROVAL OF BY-LAW NO. 1

The Corporation’s By-Law No.1, relating generally to the conduct of the affairs of the Corporation, was originally enacted on October 1, 1996. In order to conform the Corporation’s by-laws to its current obligations as a public company and other revisions which are contained in the Business Corporations Act (Ontario) (the “OBCA”), the Board determined that it is in the best interest of the Corporation to enact new by-laws and on July 19, 2012, a new By-Law No.1 was adopted (“New By-Law No.1”). In large measure, New By-Law No.1 reflects requirements of the OBCA to which the Corporation is already subject. New By-Law No. 1 is currently effective but is subject to confirmation by the Shareholders of the Corporation at the Meeting.

Among other things, New By-law No.1:

• Updates the residency qualifications of directors and members of committees to be consistent with the requirements under the OBCA;

• Includes limits on the liability of directors and officers consistent with the Act and updates the Corporation’s indemnity obligations to directors and officers;

• Fixes quorum requirements for shareholder meetings at two persons present in person, each being a shareholder entitled to vote or a duly appointed proxyholder or representative for a shareholder so entitled, irrespective of the number of shares held by such persons.

The above is a partial review of the provisions contained in the New By-Law No.1. Shareholders are urged to review the New By-Law No.1 in its entirety, attached hereto as Schedule A to this Circular.

New By-Law No.1 was approved by the Board on July 19, 2012 and is in effect until it is confirmed, confirmed as amended or rejected by Shareholders at the Meeting, and if confirmed or confirmed as amended, the New By-Law No.1 will continue in effect in the form in which it was so confirmed. If Shareholders reject the confirmation of New By-Law No. 1, the former By-Law No.1 will become effective again, as of the date of the Meeting (and not retroactively).

The Board recommends that the Shareholders vote FOR the following resolution. To become effective, the resolution must be passed by Shareholders, with or without amendment, by the affirmative vote of at least a simple majority of the votes cast at the meeting, or any adjournment thereof.

“BE IT RESOLVED THAT:

1. New By-Law No. 1 substantially in the form attached as Schedule A to the Corporation’s management information circular is hereby approved, ratified and confirmed as a by-law of the Corporation; and

2. any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to the new By-Law No.1 and to the intent of the above paragraph of this resolution and to all authorized matters.”

Unless specified in the form of proxy that Common Shares represented by the proxy shall be voted against, the persons whose names are printed on the form of proxy will vote FOR the resolution confirming and ratifying the New By-Law No.1.

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6. OTHER MATTERS

Management of the Corporation knows of no other matter to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters which are not known to the management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in according with their best judgment.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

For the purposes of this heading, Regulations under Canadian Securities Acts designate as “Named Executive Officers”, the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the financial year and whose total compensation was exceeding $150,000 individually. The Named Executive Officers of the Corporation covered by this definition for the year ended December 31, 2012 were Ronald Shorr, CEO until July 19, 2012, Kevin Weston, Chief Operating Officer (“COO”) until October 19, 2012, Rene Amstutz, CFO and Dr. Howard Carr, CEO from July 19, 2012 to the end of the year.

Compensation Committee

In order to assist the Board in fulfilling its oversight responsibilities, the Board has established a compensation committee (the “Compensation Committee”), which was comprised of Scott Jobin-Bevans, Stephen McGruder and Robert Pevenstein until July 19, 2012 and is currently comprised of Robert Pevenstein (chairman), Raynald Vézina and Dr. Daniel Harbour. All the current members of the Compensation Committee are independent members of the Board within the meaning of Regulation 52-110.

The Compensation Committee’s purpose is to: (i) establish the objectives that will govern the Corporation’s compensation program for the directors and officers; (ii) oversee and approve the compensation and benefits to the CEO and other senior officers; (iii) recommend to the Board for approval the executive and directors compensation; (iv) oversee the Corporation’s stock option plan; and (v) promote the clear and complete disclosure to shareholders of material information regarding executive compensation.

Compensation Process and Objectives

The Compensation Committee relies on the knowledge and experience of its members to set appropriate levels of compensation for the Named Executive Officers. Neither the Corporation nor the Compensation Committee currently has any contractual arrangement with any compensation consultant or advisor.

The Compensation Committee reviews and makes determinations with respect to senior officer compensation on an annual basis. When determining senior officer compensation, the Compensation Committee evaluates the CEO’s achievements during the preceding year.

For the year ended December 31, 2012, the Corporation was not generating revenues from operations. As a result, the use of traditional performance standards, such as corporate profitability, was not considered by the Compensation Committee to be appropriate in the evaluation of CEO performance. Compensation is based, in part, on industry compensation practices, trends in the mining industry as well as achievement of the Corporation’s business plans. Performance is largely dependent on elements beyond the control of management, such as the price of gold, market conditions and the results of the exploration programs. In evaluating the performance of management, the Compensation Committee also considers the following corporate-level goals: (i) obtaining equity financing, as required; (ii) where and how exploration is conducted; (iii) the quality and quantity of the exploration properties; and (iv) the marketing of the Corporation.

For the year ended December 31, 2012, the compensation arrangements for the Corporation’s Named Executive Officers were composed of two components: (i) the payment of an amount in cash, as consulting fees for the CEO and CFO and an annual salary for the COO in place until October 19, 2012; and (ii) the grant of stock options. A competitive remuneration is aimed to attract and retain skilled persons necessary to achieve corporate objectives. The grant of stock options is aimed to motivate and reward senior officers to

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increase shareholder value by the achievement of long-term corporate strategies and objectives, while it does not require cash disbursement from the Corporation.

Compensation

The Named Executive Officers’ compensation is reviewed annually to ensure it reflects a balance of market conditions, the level of responsibilities, the skill and competencies of the individual, retention considerations as well as the level of demonstrated performance. Compensation is set by the Compensation Committee on the basis of its opinion as to a fair and responsible compensation package, taking into account the contribution of each Named Executive Officer to the Corporation’s long-term growth and the Compensation Committee members’ knowledge of remuneration practices in Canada.

Stock Options

The grant of options (“Options”) to purchase Common Shares of the Corporation pursuant to its stock option plan (the “Stock Option Plan”) is an integral component of the compensation package of the Named Executive Officers. The Compensation Committee believes that the grant of Options to senior officers and common share ownership by such officers serves to motivate achievement of the Corporation’s long-term strategic objectives and the result will benefit all shareholders. Options are awarded by the Board based upon the recommendation of the Compensation Committee, which bases its decisions upon the participant’s position, responsibility levels and contribution to the Corporation’s objectives. The Compensation Committee considers the overall number of Options that are outstanding relative to the number of outstanding Common Shares in determining whether to make any new grants of Options and the size of such grants. (See under “Securities Authorized for Issuance under Equity Compensation Plan”).

Summary Compensation Table *

The following table provides information for the financial years ended December 31, 2012, 2011 and 2010, regarding compensation paid to or earned by the Named Executive Officers.

Name and principal position of NEO	Year		Salary		Option- based Awards(5)		All other Compensation			Total Compensation
			($)		($)		($)			($)
Dr. Howard Carr (1) CEO		2012		0		0		136,111	(1)		136,111
Ronald Shorr (2)		2012		0		0		110,000	(2)		110,000
CEO		2011		0		210,750		120,000	(2)		330,750
		2010		0		630,000		120,000	(2)		750,000
Rene Amstutz (3)		2012		0		0		6,000	(3)		6,000
CFO		2011		0		28,100		6,000	(3)		34,100
		2010		0		0		1,500	(3)		1,500
Kevin Weston (4)		2012		231,290		0		0			231,290
COO		2011		187,500		360,000		0			547,500

* Columns (d) (f) and (g) of Art. 3.1 of Form 51-102F6 are not relevant and have been excluded.

(1) Dr. Carr was appointed CEO on July 19, 2012. The compensation to Dr. Carr was paid as consulting fees.

(2) Mr. Shorr ceased to act as CEO on July 19, 2012. Until that date, the compensation to Mr. Shorr was paid on a monthly basis, as consulting fees. Following his resignation, additional amounts totaling $40,000 were paid to Mr. Shorr as severance payments in 2012, out of a $180,000 severance commitment to be paid over 18 months.

(3) Mr. Amstutz was appointed CFO on October 1, 2010. This amount was paid to Mr. Amstutz on a quarterly basis, as consulting fees.

(4) Mr. Weston was appointed COO as of March 29, 2011 and resigned as of October 19, 2012. An annual base salary of $250,000 was payable to the COO on a monthly basis. A retirement allowance of $75,000 was settled and paid in May 2013.

(5) The Black-Scholes methodology was used in determining the fair value of options awarded. At the date of the grant, the weighted-average fair value of stock options granted was $0.83 per option in 2012, $2.81 per option in 2011 and $2.80 in 2010. The following hypotheses were taken into consideration:

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	2012			2011			2010
Risk-free interest rate		1.37	%		2.56	%		2.73	%
Expected average life		5 yr			5 yr			5 yr
Expected weighted volatility		62.3	%		49.8	%		48.4	%
Expected dividend yield		0	%		0	%		0	%

Incentive Plan Awards

The following table indicates all option awards outstanding as at December 31, 2012 to each Named Executive Officer. There are no share-based awards for any director or officer of the Corporation.

Name	Number of Securities Underlying Unexercised Options (#)		Option Exercise Price ($)		Option Expiration Date		Value of Unexercised In- the-Money Options ($)(1)
		400,000		1.85		27-04-2014		0
Ronald Shorr (2)		225,000		6.20		10-11-2015		0
		75,000		6.54		20-04-2016		0
Rene Amstutz		10,000		6.54		20-04-2016		0
Kevin Weston (3)		125,000		6.54		20-04-2016		0
Howard Carr (4)		0		—		—		—

(1) The value of unexercised in-the-money options is calculated using the closing price of the Common Shares of the Corporation on the TSX Venture Exchange on December 31, 2012 ($1.42), less the respective exercise prices of the options.

(2) Ronald Shorr resigned as director and CEO as of July 19, 2012. Pursuant to a settlement agreement, his options remain in force until their expiry date.

(3) Kevin Weston resigned as COO in October 2012 and his options have expired without being exercised in January 2013.

(4) The grant of stock options to Dr. Carr, CEO, was deferred due to tax issues arising from his country of residence.

The following table shows the Option-Based Awards value vested for each Named Executive Officer during the year ended December 31, 2012.

Name	Option-Based Awards - Value Vested During the Year  (1) ($)
Ronald Shorr	0
Rene Amstutz	0
Kevin Weston	0
Howard Carr	—

(1) The dollar amount is the aggregate value that would have been realized if the options granted during the year ended December 31, 2012 had been exercised on the vesting date of these options.

Pension Plan and Benefits

The Corporation has no pension plan in place for the benefit of its officers and directors.

Termination and Change of Control Benefits

There are no contract, agreement, plan or arrangement that provides for payments to the Named Executive Officers as of December 31, 2012 at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in the Named Executive Officers’ responsibilities.

In October 2012, the COO left the Corporation and in settlement of his claim in interpreting termination clauses in his employment agreement, the Corporation agreed to pay him a retirement allowance of $75,000, which was paid after the year ended December 31, 2012.

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DIRECTOR’S COMPENSATION

The Compensation Committee is responsible for developing the directors’ compensation plan which is approved by the Board. The objectives of the directors’ compensation plan are to compensate the directors in a manner that is cost effective for the Corporation and competitive with other comparable companies and to align the interests of the directors with the shareholders.

Since the election of a new Board on July 19, 2012, each director, except the CEO, the Chairman of the Board and the Deputy Chairman, receives a monthly retainer of $2,000. No additional amount is paid to the directors for their participation to committees of the Board. However, an additional amount of $5,000 is paid annually to the Chair of the Audit Committee and of $2,500 to the Chair of the other committees.

The following table summarizes the compensation paid or payable and the options granted during the year ended December 31, 2012 to the directors of the Corporation, except the Named Executive Officers.

Name	Fees Earned ($)		Option-based  Awards(6) ($)		All other Compensation		Total ($)
Anne Slivitzky(1)		8,280		41,500		46,012		87,512
Yale Simpson(1)		4,130		0		nil		4,130
Stephen McGruder (2)		4,130		0		nil		4,130
Morris Beattie (2)		4,130		0		nil		4,130
Scott Jobin-Bevans(2)		4,130		0		nil		4,130
Robert Pevenstein		26,333		62,250		nil		83,583
Raynald Vézina(3)		11,333		62,250		nil		73,583
Daniel Harbour(3)		12,514		62,250		nil		74,764
Keith Harris(3)		13,694		62,250		nil		75,944
George Fowlie(3)(4)		10,306		124,500		46,600		181,406
Kevin Tomlinson (3)(5)		—		228,250		133,611		361,861

(1) Anne Slivitzky and Yale Simpson ceased to be directors at the beginning of June, 2012. Ms. Slivitzky has been acting as consultant to the Corporation since August 1, 2012 and as Interim COO since October 19, 2012 and received consultant fees in that regard, as indicated under “All other Compensation”.

(2) Stephen McGruder, Morris Beattie and Scott Jobin-Bevans ceased to act as directors on July 19, 2012.

(3) Raynald Vezina, Daniel Harbour, Keith Harris, George Fowlie and Kevin Tomlinson were elected as directors on July 19, 2012.

(4) Mr. Fowlie became Deputy Chairman and Director of Corporate Development at the beginning of December 2012 and no director’s fees were paid to him for that month. He has been receiving fees of $6,000 per month for this role since December 2012, which amount is included in the compensation indicated under “All other Compensation”. Mr. Fowlie was also paid $40,600 for his additional work for the Corporation before he became its Deputy Chairman and Director of Corporate Development.

(5) Since his election as a director on July 19, 2012, Mr. Tomlinson has been acting as Chairman of the Board and was paid $48,611 for this role in the year ended December 31, 2012. Mr. Tomlinson also received a compensation of $85,000 for his work in the proxy contest, which ended at the annual and special meeting of shareholders of the Corporation held on July 19, 2012, where a new board of directors was elected.

(6) In determining the fair value of options awarded in 2012, the Black-Scholes methodology was used with the following hypotheses: (i) risk-free interest average rate: 1.37%; (ii) expected weighted volatility in the market price of the Common Shares: 62.32%; (iii) dividends yield: 0%; and (iv) expected life: five years. The weighted fair value per option, established on the basis of such methodology, is $0.83.

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The following table indicates all option-based awards to the Corporation’s directors, except the Named Executive Officers, outstanding as at December 31, 2012. There are no share-based awards for any director or officer of the Corporation.

Name	Number of Securities Underlying Unexercised Options (#)		Option Exercise Price ($)		Option Expiration Date		Value of Unexercised In- the-Money Options ($)(1)
		50,000		6.20		10-11-2015		0
Robert Pevenstein		75,000		6.54		28-04-2016		0
		75,000		2.20		07-12-2017		0
		80,000		1.85		27-04-2014		0
Anne Slivitzky(2)		100,000		6.20		10-11-2015		0
		50,000		2.20		07-12-2017		0
Raynald Vezina		75,000		2.20		07-12-2017		0
Daniel Harbour		75,000		2.20		07-12-2017		0
Keith Harris		75,000		2.20		07-12-2017		0
George Fowlie		150,000		2.20		07-12-2017		0
Kevin Tomlinson		275,000		2.20		07-12-2017		0

(1) The value of unexercised in-the-money options is calculated using the closing price of the Common Shares of the Corporation on the TSX Venture Exchange on December 31, 2012 ($1.42), less the respective exercise prices of the options.

(2) Anne Slivitzky ceased to act as a director at beginning of June 2012 and has been acting as consultant to the Corporation since August 2012 and as Interim COO since October 2012.

The following table shows the Option-Based Awards value vested for each director, except the Named Executive Officers, during the year ended December 31, 2012.

Name	Option-Based Awards Value Vested During the Year  (1) ($)
Robert Pevenstein	0
Anne Slivitzky(2)	0
Raynald Vezina	0
Daniel Harbour	0
Keith Harris	0
George Fowlie	0
Kevin Tomlinson	0

(1) The dollar amount is the aggregate value that would have been realized if the options granted during the year ended December 31, 2012 had been exercised on the vesting date of these options.

(2) Anne Slivitzky ceased to act as a director at beginning of June 2012 and has been acting as consultant to the Corporation since August 2012 and as Interim COO since October 2012.

Securities Authorized for Issuance under Equity Compensation Plan

The following table gives certain information as of December 31, 2012, being the Corporation’s most recently completed financial year, with respect to any compensation plan under which equity securities of the Corporation are authorized for issuance.

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders Stock Option Plan		2,025,000	$	3.50		1,140,568
Equity compensation plans not approved by security holders - None		N/A		N/A		N/A
Total		2,025,000	$	3.50		1,140,568

Pursuant to the 1997 Stock Option Plan, the Corporation may, from time to time, grant to eligible directors, officers, employees and consultants of the Corporation, options to acquire Common Shares in such number, at such exercise prices, and for such terms as may be determined by the Board. The Plan has been in place since June 1997 and it was last amended in June 2007, June 2009 and June 2011 to increase the maximum number of Common Shares that may be reserved and issued under the Plan, which is currently at 5,000,000. On May 27, 2013, the Board has adopted a new Stock Option Plan, which is subject to the approval of the TSX Venture Exchange and of shareholders of the Corporation. Refer to the section “APPROVAL OF A NEW COMMON SHARE PURCHASE OPTION PLAN”.

Under the 1997 Stock Option Plan, the exercise price may not be lower than the closing price of the Common Shares of the Corporation on the TSX Venture Exchange on the last trading day prior to the grant of the options. The maximum number of Common Shares which may be reserved for issuance to any one person pursuant to stock options during a twelve-month period may not exceed 5% of the Common Shares outstanding at the time of grant (on a non-diluted basis). The maximum number of Common Shares which may be reserved for issuance to all insiders of the Corporation pursuant to the 1997 Stock Option Plan may not exceed 10% of the Common Shares outstanding at the time of grant (on a non-diluted basis). No more than 2% of the issued shares of the Corporation may be granted to any one consultant in any 12 month period. No more than 2% of the issued shares of the Corporation may be granted to a person conducting investor relations activities in any 12 month period.

The Board may, in its sole discretion, determine the time during which stock options shall vest and the method of vesting, or that no vesting restriction shall exist, provided that options issued to consultants performing investor relations activities must vest in stages over 12 months with no more than ¼ of the options vesting in any three month period.

All options must be exercised no later than 5 years from the date of the grant and they are not transferable other than by will or by the laws of descent and distribution. Unless otherwise decided by the Board, if a director, employee or consultant ceases to act as such for any reason other than death, each option held by such person will be exercisable during 90 days following the date on which such person ceased to be a participant under the 1997 Stock Option Plan but only up to and including the original option expiry date. Options granted to a person engaged in investor relations activities must expire within 30 days after this person ceases to be employed to provide such services.

Indebtedness of Directors and Executive Officers

As at May 24, 2013, no director, executive officer, employee or former director, executive officer or employee of the Corporation was indebted to the Corporation in connection with the purchase of securities of the Corporation or for any other reason and no indebtedness of such persons is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

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Directors’ and Officers’ Liability Insurance

For the year ended December 31, 2012, the Corporation maintained insurance for the benefit of the Corporation’s directors and officers against any liability incurred by them in capacity as directors and officers. The policy provided coverage in respect of a maximum total liability of $5 million, subject to a deductible of $25,000 per claim. The annual premium amounted to $14,940 and was paid by the Corporation.

INFORMATION ON THE AUDIT COMMITTEE

Audit Committee’s Charter

The Audit Committee Charter is annexed as Schedule B to this Circular.

Composition of the Audit Committee

The Audit Committee is currently composed of Keith Harris (chair), George Fowlie and Robert Pevenstein. Under Regulation 52-110, a director of an audit committee is “independent” if he or she has no direct or indirect material relationship with the issuer, that is, a relationship which could, in the view of the Board, reasonably be expected to interfere with the exercise of the member’s independent judgment. The Board has determined that a majority of the members of the audit committee are independent. Mr. Fowlie is not considered as independent since he has been appointed as Deputy Chairman and Director of Corporate Development in December 2012.

The Board has determined that all members of the Audit Committee are “financially literate” within the meaning of Regulation 52-110, that is, each member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Education and Relevant Experience

The education and related experience of each Audit Committee member that is relevant to the performance of his or her responsibilities are set out below.

Keith Harris

Mr. Harris is a Chartered Accountant with over 20 years of experience in investment banking. He graduated with a Bachelor of Commerce degree from the University of Toronto, obtained his Chartered Accountant designation with Ernst & Young LLP, and is a member of the Ontario Institute of Chartered Accountants. Mr. Harris has been the President of Naiscott Capital Corporation, which specializes in financial advisory services, since January 2011. He is currently a director of Whiteknight Acquisitions II Inc., a capital pool company and director of Smart Employee Benefits Inc. since July 2012. Prior to his role with Naiscott Capital Corporation, from January 2008 to December 2010, he was the President and Chief Financial Officer of Stifel Nicolaus Canada Inc. (and its predecessor company Thomas Weisel Partners Canada Inc.), the Canadian broker-dealer subsidiary of Stifel Financial Corp., a financial holding company listed on the New York Stock Exchange. Prior to January 2008, Keith was the Chief Financial Officer of Westwind Partners Inc. which was acquired by Thomas Weisel Partners Inc. in January 2008. He has also served as Chief Financial Officer of Octagon Capital Corporation, an independent Canadian investment dealer providing opportunities and advice to institutional investors and corporate clients.

Robert L Pevenstein

Mr. Pevenstein is a Certified Public Accountant and member of the American Institute of CPA’s and is holder of a master in Business Administration from Pepperdine University (USA). He has been senior accountant for the firm Price Waterhouse in Washington from 1974 to 1977, adjunct assistant professor of accounting at the University of Maryland from 1976 to 1984, Vice-President Finance and Chief Financial Officer for Radiation Systems Inc., in Virginia from 1977 to 1987 and Senior Vice-President and Chief Financial Officer of New York Stock Exchange-listed United Nuclear Corporation, which was sold to General Electric in 1997. Mr.

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Pevenstein has also been Chairman of the audit committee of NASDAQ listed QuadraMed Corporation and of Copper Mesa Mining Corporation.

George Fowlie

Mr. Fowlie obtained his MBA from the University of Western Ontario and his ICD.D designation from The Directors Education Program at the Rotman School of Management, University of Toronto. Since February 2008, Mr. Fowlie has been Managing Director of Grf Capital Advisors, a financial advisory service for capital market participants primarily providing strategic planning services to companies in a wide range of industries. Over his 40 year career in corporate finance, he has gained extensive experience in commercial banking, merchant banking, investment banking, private equity and mezzanine debt funds. Prior to his role with Grf Capital Advisors, he served as deputy chairman and head of investment banking with Westwind Capital Partners, a U.S., Canadian and U.K. full service securities broker, from 2004 to 2008, which he helped to build into an international natural resource focused firm until it was acquired in 2008 by Thomas Weisel Partners. Mr. Fowlie is currently a member of the board of directors of the privately held companies Melford International Terminal Inc., March Entertainments Inc., Brunico Inc. and Cardswap.ca Inc. He also previously served as a member of the board of directors of several public TSX listed companies, including CFCF Inc., Telular Inc., PC Docs Inc. and Xenos Group Inc. Mr. Fowlie is currently the Chair of Outward Bound Canada.

Pre-approval Policies and Procedures for Audit Services

The Audit Committee must pre-approve all non-audit services to be provided to the Corporation by its external auditor.

External Auditor Service Fees

	Financial Years ended December 31,
	2012		2011
Audit Fees (1)	$	49,000	$	47,500
Audit-related Fees (2)	$	5,000	$	0
Tax Fees (3)	$	25,600	$	0
All Other Fees (4)	$	4,650	$	0

(1) Corresponds to the aggregate fees billed by the Corporation’s external auditor for audit services provided to the Corporation.

(2) Corresponds to the aggregate fees billed by the Corporation’s external auditor for assurance and related services provided to the Corporation that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported under item “Audit Fees”.

(3) Corresponds to the aggregate fees billed by the Corporation’s external auditor for professional services provided to the Corporation regarding tax compliance, tax advice and tax planning.

(4) Corresponds to the aggregate fees billed by the Corporation’s external auditor for products and services provided to the Corporation other than the services reported under items “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

Audit Committee Oversight

Since the commencement of the Corporation’s financial year ended December 31, 2012, no recommendation of the Audit Committee to nominate or compensate an external auditor has not been adopted by the Board.

Reliance on Certain Exemptions

With the exception of what is indicated below, the Corporation did not rely on exemptions for “de minimis non-audit services” and on any other exemption set out in Sections 6 and 8 of Regulation 52-110 for the year ended December 31, 2012. For the year ended December 31, 2012, the Corporation did not rely on Section 6.1 of Regulation 52-110 to be exempted from the requirement of Section 3.1(3) of Regulation 52-110 which requires that each member of the Audit Committee shall be independent. The Corporation is relying on the exemption set out in Section 6.1 of Regulation 52-110 with respect to certain reporting obligations set out in Part 5 of Regulation 52-110.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Circular, “informed person” means: (i) a director or executive officer of the Corporation; (ii) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Corporation; (iii) any person or company who beneficially owns or exercise control or direction over, directly or indirectly, voting securities of the Corporation carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation, other than voting securities held by the person or company as underwriter in the course of a distribution; and (iv) the Corporation if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

Other than as set out below or as may be set out herein, to the best of the Corporation’s knowledge, no informed person of the Corporation has or had, directly or indirectly, any material interest in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation.

On December 18, 2012, the Corporation closed term loans amounting to $3.25 million (the “Term Loans”). The lenders included City Securities Limited (“City Securities”), a corporation owned by Mr. Rex Harbour, an insider and shareholder of the Corporation with control or direction of more than 10% of the total issued and outstanding Common Shares, and an entity associated by Mr. Kevin Tomlinson, the Chairman of the Corporation. The Term Loans were repaid by the Corporation in accordance with the terms and conditions of the Term Loans in April, 2013.

The Corporation closed a brokered private placement on April 12, 2013 for an amount of $15,506,000, representing 17,039,835 units at a price of $0.91 each (the “Units”), each Unit being comprised one Common Share and one-half of one Common Share purchase warrant, each whole warrant entitling the holder to purchase one Common Share until April 12, 2015 at a purchase price of $1.13. City Securities purchased 4,484,957 Units and an entity associated by Kevin Tomlinson purchased 1,140,448 Units. Certain other officers and directors, namely George Fowlie, Deputy Chairman, Ingrid Martin, Chief Financial Officer, Anne Slivitzky, Interim COO, Robert Pevenstein, Director, Raynald Vezina, Director and Keith Harris, Director also purchased, in the aggregate, 159,500 Units.

Julie Godard, Corporate Secretary of the Corporation, also renders professional services to the Corporation as legal counsel. In 2012, the Corporation paid her an amount of $55,071 for professional services and disbursements incurred for the benefit of the Corporation. Management considers that these transactions were concluded in the ordinary course of business of the Corporation.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Regulation 58-101-Disclosure of Corporate Governance Practices (“Regulation 58-101”) sets out a series of guidelines for effective corporate governance. The guidelines address matters such as the composition and independence of corporate boards, the functions to be performed by boards and their committees, and the effectiveness and education of board members. Each reporting issuer such as the Corporation must disclose on an annual basis and in prescribed form, the corporate governance practices that it has adopted. The following is the Corporation required annual disclosure of its corporate governance practices.

1. Board of Directors

(a) Disclose the identity of directors who are independent.

All the current Board members are considered “independent” within the meaning of Regulation 52-110 respecting Audit Committees (“Regulation 52-110”), except Kevin Tomlinson, Chairman and Chief Executive Officer and George Fowlie, Deputy Chairman and Director of Corporate Development.

(b) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors does to facilitate its exercise of independent judgment in carrying out its responsibilities.

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The Board is currently composed of seven directors, of which five are considered as independent within the meaning of Regulation 52-110. Accordingly, a majority of the Board is independent. After the Meeting, assuming Gregory Struble is elected as director, he will not be considered independent in reason of his role as CEO effective June 11, 2013. The Board will be composed of seven directors, of which four will be considered as independent. A majority of directors will be independent.

(c) If a director is presently a director of any other issuer that is a reporting issuer in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

The members of the Board are presently directors of the following issuers that are reporting issuers in a jurisdiction in Canada or a foreign jurisdiction:

Director	Reporting Issuer Name
Howard Carr	none
George Fowlie	none
Daniel Harbour	none
Keith Harris	Smart Employee Benefits Inc.
	WhiteKnigt Acquisitions II Inc.
Robert Pevenstein	Copper Mesa Mining Corp.
Kevin Tomlinson	Besra Gold Inc.
	Olympus Pacific Minerals Inc.
	Samco Gold Limited
	Centamin Plc
Raynald Vézina	Matamec Explorations Inc.

(d) Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.

The independent directors of the Board do not hold meetings at which non-independent directors and members of management are not in attendance. Considering the actual size of the Board, the nature of the Corporation’s activities and the experience of each of the members of the Board, the presence of the non-independent directors at the Board meetings does not prevent the independent directors from engaging in open discussion regarding any issues that may come before the Board.

(e) Disclose whether or not the chair of the board in an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent nor a lead director that is independent, describe what the board does to provide leadership for its independent directors.

Kevin Tomlinson is the current Chairman of the Board (the “Chairman”). Mr. Tomlinson is not an independent director. See below under “Position Description” for specific details regarding the Chairman’s responsibilities.

(f) Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently completed financial year.

At the annual and special meeting of shareholders held on July 19, 2012, a new Board was elected, comprised of six new directors and of Robert Pevenstein, who was a director of the Corporation since 2010. Board meetings are generally held by conference calls. The following table provides the

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attendance of the previous and of the current Board members. Anne Slivitzky and Yale Simpson ceased to be directors at the beginning of June 2012.

Directors up to July 19, 2012	Attendance
Ronald Shorr	12/12
Anne Slivitzky	8/8
Morris Beattie	6/12
Yale Simpson	8/8
Stephen McGruder	12/12
Scott Jobin-Bevans	7/12
Robert Pevenstein	12/12
Directors from July 19, 2012
Kevin Tomlinson	5/5
George Fowlie	5/5
Howard Carr	4/5
Keith Harris	5/5
Daniel Harbour	4/5
Raynald Vezina	4/5
Robert Pevenstein	5/5

2. Board Mandate

(a) Disclose the text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities.

The Board does not currently have a written mandate. The principal duty and responsibility of the Board is its stewardship responsibility, including overseeing the management of the Corporation and its operations. The day-to-day management of the business and affairs of the Corporation is delegated by the Board to the Chief Executive Officer who is expected to report to the Board on a regular basis regarding the results and activities. Additionally, the Board carries out its mandate directly and through the recommendations it receives from the Board committees, which operate under written mandates.

The Board approves the Corporation’s significant business decisions and material transactions such as acquisitions of mineral exploration properties, financings, significant expenditures, security issuances, the granting of options to purchase shares and any other decisions as required by applicable legislation. In addition, transactions or agreements in respect of which a director or officer has a material interest must be approved by the independent directors.

Considering the industry in which the Corporation is involved, the Board periodically reevaluates its objectives to take in account the different opportunities and market risks for the benefit of the shareholders.

The Board approves all the Corporation’s major communication. The Corporation communicates with its shareholders, the investment community and the general public through the dissemination of regular press releases pertaining to its business operations and progress. In addition, the Corporation maintains a website which includes corporate and other relevant information on its business operations and assets. Shareholders can communicate directly with the Corporation in a number of ways, including e-mail (info@maudore.com) through its website.

3. Position Description

(a) Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.

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The Board is responsible for choosing the Chair of the Board and of the committees. The Board has not developed written position descriptions for these positions.

The primary role and responsibility of the Chair of the Board is to oversee the activities of the Board and assume the leadership role with respect to establishing a transparent process for managing the Corporation, elaborating the mandate of the Board committees and reviewing and evaluating the performance of the Board as a whole.

In particular, the Chair of the Board: (i) establishes the agenda for each Board meeting; (ii) chairs all meetings with a view to taking advantage of the individual strengths of each of the members of the Board; (iii) ensures that the Board is provided with full information on the situation of the Corporation, its business and other matters that may come before the Board from time to time; and (iv) encourages open and effective communication between the management of the Corporation and the Board.

The primary role and responsibility of the Chair of each committee of the Board is to: (i) ensure that the committee fulfills its mandate, as determined by the Board; (ii) chair the meetings of the committee; (iii) report thereon to the Board; and (iv) act as liaison between the committee and the Board and, if necessary, management of the Corporation.

(b) Disclose whether or not the board and CEO have developed written position description for the CEO. If the board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO.

The Board is responsible for choosing the CEO. The Board and CEO have not developed written position description for this position.

The primary responsibility of the CEO is to carry out the strategic plan approved by the Board for the Corporation. As the principal manager of the Corporation, the CEO provides leadership, direction and support to the members of the Board in the exercise of their duties.

4. Orientation and Continuing Education

(a) Briefly describe what measures the board takes to orient new directors regarding: (i) the role of the board, its committees and its directors, and (ii) the nature and operation of the issuer’s business.

The Board has not developed an orientation or training program for the new directors and generally takes such measures as are appropriate to orient each new director on a case-by-case basis. The Board members are experienced managers who are or have been on the board of directors of other public companies.

(b) Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.

The Board does not formally provide continuing education to its directors. By using a Board composed of experienced professionals with a wide range of financial, exploration and mining expertise and who have experience with other public companies, the Corporation ensures that the Board operates effectively and efficiently.

5. Ethical Business Conduct

(a) Disclose whether or not the board has adopted a written code for the directors, officers and employees.

The Board does not currently have a written code of ethics and conduct for the directors and officers. The Corporation had only one employee (its COO) for the year ended December 31, 2012.

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(b) Describe any steps the board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Directors who have, or may be reasonably perceived to have, a personal interest in a transaction or agreement being contemplated by the Corporation are required to declare such interest at any directors’ meeting where the matter is being considered and to refrain from voting on such matter.

(c) Describe any other steps the board takes to encourage and promote a culture of ethical business conduct.

All Board members are or have been members of other reporter issuers and have solid track records in spheres ranging from financial to exploration and mining in order to ensure a culture of ethical business conduct.

6. Nomination of Directors

(a) Describe the process by which the board identifies new candidates for board nomination.

The Corporate Governance and Nominating Committee is responsible for developing and reviewing the Corporation’s management succession and development plans; review and assess the size, composition and operation of the Board and committees of the Board to ensure effective decision-making and identify and assess new candidates for nomination to the Board. New candidates are identified to the members of the Corporate Governance and Nominating Committee by directors, officers and shareholders of the Corporation after canvassing industry and other contacts. The Corporate Governance and Nominating Committee may also, from time to time, use the services of a search consulting firm in order to assist it in identifying suitable candidates.

(b) Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.

The Corporate Governance and Nominating Committee is currently composed of three members, all of whom are independent. The Board considers that the Corporate Governance and Nominating Committee ensures an objective process for determining the nomination of the directors.

(c) If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.

The Corporate Governance and Nominating Committee: (i) makes recommendations to the Board regarding minimum qualifications of director candidates, and processes for identifying and nominating directors; (ii) evaluates the business experience, or specialized skills or experience of directors candidates; (iii) determines each proposed nominee’s qualifications for service on the Board; (iv) considers issues involving possible conflicts of interests of directors or potential directors; (v) evaluates and recommends to the Board when new members should be added to the Board, and recommends a replacement member to the Board when a vacancy occurs; (vi) evaluates the performance of each director before recommending to the Board his or her nomination for an additional term as director; (vii) considers annually the establishment and membership of committees of the Board, the chairmanship of such committees and recommends to the Board director nominees for each committee; and (viii) annually conducts a review of the performance of the Board as a whole and of individual members of the Board.

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7. Compensation

(a) Describe the process by which the board determines the compensation for the issuer’s directors and officers.

The Compensation Committee is mandated to review and recommend to the Board for approval the compensation of the members of the Board and the senior executives of the Corporation. The process by which the Board has determined the compensation of its executive officers and directors is described in the section “Compensation Discussion and Analysis” of this Circular.

(b) Disclose whether or not the board has a compensation committee composed entirely of independent directors. If the board does not have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation.

The Compensation Committee is currently composed of three independent members. Accordingly, a majority of the Compensation Committee is independent. The Board considers that the Compensation Committee ensures an objective process for determining the compensation of directors and officers.

(c) If the board has a compensation committee, describe the responsibilities, power and operation of the compensation committee.

The Compensation Committee has the primary responsibility to: (i) establish the objectives that will govern the Corporation’s compensation program for the directors and officers; (ii) oversee and approve the compensation and benefits paid to the CEO and other senior officers, if any; (iii) recommend to the Board for approval the executive and directors compensation; (iv) oversee the Corporation’s stock option plan; and (v) promote the clear and complete disclosure to shareholders of material information regarding executive compensation.

(d) If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.

The Corporation did not engage any compensation consultant or advisor during the most recently completed fiscal year.

8. Other Board Committees

If the board has standing committees other than the audit and compensation and nominating committee, identify the committees and describe their function.

The Board’s only other standing committee is the Corporate Governance and Nominating Committee.

Corporate Governance and Nominating Committee:

Current members of the Corporate Governance and Nominating Committee are Daniel Harbour (chair), Keith Harris and Raynald Vezina. The Corporate Governance and Nominating Committee shall assist the Board in fulfilling its responsibilities for sound corporate governance practices, including conducting periodic reviews of the Corporation’s corporate governance charter, determining which Board and committee members are independent, and identifying, evaluating and recommending suitable candidates for nominees as directors.

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9. Assessments

Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively.

The Board has not established a formal policy to monitor the effectiveness and contribution of the directors, the Board and its committees but it believes that its relatively small size and the service of its members across multiple committees facilitate informal discussions and the evaluation of members’ contributions within that framework. The Corporate Governance and Nominating Committee has adopted a charter and shall develop an evaluation process to assess the performance of the Board as a whole and of individual members of the Board and of its committees.

ADDITIONAL INFORMATION

Information contained in this Circular is given as of the date hereof except as otherwise noted. Additional information relating to the Corporation can be found on SEDAR at www.sedar.com. Financial information about the Corporation is contained in its comparative annual financial statements and Management’s Discussion and Analysis for the fiscal year ended December 31, 2012. Copies of the Corporation’s financial statements and MD&A are available on SEDAR at www.sedar.com and upon written request, free of charge, by contacting the Corporate Secretary of the Corporation; 101-A Avenue Principale, Rouyn-Noranda, Quebec, J9X 4P1; telephone (819) 797-9336.

DIRECTORS’ APPROVAL

The contents and the mailing of this Circular have been approved by the Board.

Dated this 27^th day of May, 2013.

(s) Kevin Tomlinson

Chief Executive Officer

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SCHEDULE A

BY-LAW NO. 1

A by-law relating generally to the

transaction of the business and affairs of

MAUDORE MINERALS LTD.

	Contents
One	Interpretation
Two	Business of the Corporation
Three	Borrowing and Security
Four	Directors
Five	Committees
Six	Officers
Seven	Protection of Directors, Officers and Others
Eight	Shares
Nine	Dividends and Rights
Ten	Meetings of Shareholders
Eleven	Notices
Twelve	Effective Date and Repeal

1

BE IT ENACTED as a by-law of the Corporation as follows:

SECTION ONE

INTERPRETATION

1.01 Definitions. - In the by-laws of the Corporation, unless the context otherwise requires:

“Act” means the Business Corporations Act (Ontario), or any statute that may be substituted therefor, as from time to time amended;

“appoint” includes “elect” and vice versa;

“articles” means the articles on which is endorsed the certificate of incorporation of the Corporation as from time to time amended or restated;

“board” means the board of directors of the Corporation and “director” means a member of the board;

“by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

“Corporation” means the corporation incorporated under the Act by the said certificate endorsed on the articles and named “Maudore Minerals Ltd./Mineraux Maudore Ltée”;

“meeting of shareholders” includes an annual meeting of shareholders and a special meeting of shareholders; and “special meeting of shareholders” includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders; and

“recorded address” has the meaning set forth in section 11.08.

Save as aforesaid, words and expressions defined in the Act, including “resident Canadian” and “unanimous shareholder agreement”, have the same meanings when used herein. Words importing the singular number include the plural and vice versa; and words importing a person include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his capacity as trustee, executor, administrator, or other legal representative.

SECTION TWO

BUSINESS OF THE CORPORATION

2.01 Registered Office. - The registered office of the Corporation shall be in the municipality or geographic township within Ontario initially specified in its articles and thereafter as the shareholders may from time to time determine by special resolution and at such location therein as the board may from time to time determine.

2.02 Corporate Seal. - The Corporation may, but need not have, a corporate seal and if one is adopted it shall be in a form approved from time to time by the board.

2.03 Financial Year. - Until changed by the board, the financial year of the Corporation shall end on the last day of December in each year.

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2.04 Execution of Instruments. - Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by two persons, one of whom holds the office of chair of the board, managing director, president, vice-president or is a director and the other of whom is a director or holds one of the said offices or the office of secretary, treasurer, assistant secretary or assistant treasurer or any other office created by by-law or by the board. In addition, the board or the said two persons may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same.

2.05 Banking Arrangements. - The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe.

2.06 Voting Rights in Other Bodies Corporate. - The signing officers of the Corporation under section 2.04 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for the same. In addition, the board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.07 Divisions. - The board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions upon such basis, including without limitation types of business or operations, geographical territories, product lines or goods or services, as may be considered appropriate in each case. In connection with any such division the board or, subject to any direction by the board, the chief executive officer may authorize from time to time, upon such basis as may be considered appropriate in each case:

(a) Subdivision and Consolidation - the further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;

(b) Name - the designation of any such division or sub-unit by, and the carrying on of the business and operations of any such division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its name in legible characters in all places required by law; and

(c) Officers - the appointment of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any of such officers so appointed, provided that any such officers shall not, as such, be officers of the Corporation.

SECTION THREE

BORROWING AND SECURITY

3.01 Borrowing Power. - Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles, the board may from time to time on behalf of the Corporation, without authorization of the shareholders:

(a) borrow money upon the credit of the Corporation;

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(b) issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured;

(c) give a guarantee on behalf of the Corporation to secure performance of any obligation of any person; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.02 Delegation. - Unless the articles of the Corporation otherwise provide, the board may from time to time delegate to a director, a committee of the board, or an officer of the Corporation any or all of the powers conferred on the board by section 3.01 to such extent and in such manner as the board may determine at the time of such delegation.

SECTION FOUR

DIRECTORS

4.01 Number of Directors. - Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles.

4.02 Qualification. - No person shall be qualified for election as a director if such person is less than 18 years of age, has been found under the Substitute Decisions Act (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere, is not an individual, or has the status of a bankrupt. A director need not be a shareholder. No election of a person as a director shall be effective unless the person consents in writing on or within ten days after the date of the election. Subject to the Act, at least 25 per cent of the directors shall be resident Canadians, or if there are three directors, at least one director shall be a resident Canadian. At least one-third of the directors shall not be officers or employees of the Corporation or any of its affiliates.

4.03 Election and Term. - Each director named in the articles shall hold office from the date of incorporation until the first meeting of shareholders. The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. Subject to the Act, the number of directors to be elected at any such meeting shall be the number of directors determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the board. Where the shareholders adopt an amendment to the articles to increase the number or maximum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment to take office from the effective date of the endorsement of the articles of amendment with respect thereto. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

4.04 Removal of Directors. - Subject to the Act, the shareholders may by ordinary resolution passed at an annual or special meeting of shareholders remove any director from office and the vacancy

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created by such removal may be filled by the election of any qualified individual at the same meeting, failing which it may be filled by the board.

4.05 Vacation of Office. - A director ceases to hold office on death, on removal from office by the shareholders, on ceasing to be qualified for election as a director, on receipt of a written resignation by the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later. Until the first meeting of shareholders, the resignation of a director named in the articles shall not be effective unless at the time the resignation is to become effective a successor has been elected.

4.06 Vacancies. - Subject to the Act, a quorum of the board may appoint a qualified individual to fill a vacancy in the board.

4.07 Action by the Board. - The board shall manage or supervise the management of the business and affairs of the Corporation. The powers of the board may be exercised at a meeting (subject to section 4.08) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.

4.08 Meeting by Telephone. - If all the directors of the Corporation consent thereto generally or if all the directors of the Corporation present at or participating in the meeting consent, a director may participate in a meeting of the board or of a committee of the board by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other, simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board.

4.09 Place of Meetings. - Meetings of the board may be held at any place within or outside Ontario and in any financial year of the Corporation a majority of the meetings need not be held in Canada.

4.10 Calling of Meetings. - Meetings of the board shall be held from time to time at such time and at such place as the board, the chair of the board, the managing director, the president or any two directors may determine.

4.11 Notice of Meeting. - Notice of the time and place of each meeting of the board shall be given in the manner provided in Section Eleven to each director not less than 48 hours before the time when the meeting is to be held. No notice of a meeting shall be necessary if all the directors in office are present or if those absent waive notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business or the general nature thereof to be specified.

4.12 First Meeting of New Board. - Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

4.13 Adjourned Meeting. - Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.14 Regular Meetings. - The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place

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and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.15 Chair. - The chair of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chair of the board, managing director or president. If no such officer is present, the directors present shall choose one of their number to be chair.

4.16 Quorum. - Subject to section 4.18, the quorum for the transaction of business at any meeting of the board shall be two-fifths of the number of directors or minimum number of directors, as the case may be, or such greater number of directors as the board may from time to time determine. If the Corporation has fewer than three directors, all the directors shall be present to constitute a quorum.

4.17 Votes to Govern. - At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chair of the meeting shall not be entitled to a second or casting vote.

4.18 Conflict of Interest. - A director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation shall disclose to the Corporation the nature and extent of that interest at the time and in the manner provided by the Act. Such a director shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the same except as provided by the Act. If no quorum exists for the purpose of voting on such a resolution only because a director is not permitted to be present at the meeting, the remaining directors shall be deemed to constitute a quorum for the purposes of voting on the resolution. Where all of the directors are required to make a disclosure under this section, the contract or transaction may only be approved by the shareholders.

4.19 Remuneration and Expenses. - The directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

SECTION FIVE

COMMITTEES

5.01 Committees of the Board. - The board may appoint from their number one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of the board has no authority to exercise.

5.02 Transaction of Business. - The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Ontario.

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5.03 Audit Committee. - The board shall select annually from among their number an audit committee to be composed of not fewer than 3 directors of whom a majority shall not be officers or employees of the Corporation or any of its affiliates. The audit committee shall have the powers and duties provided in the Act.

5.04 Advisory Bodies. - The board may from time to time appoint such advisory bodies as it may deem advisable.

5.05 Procedure. - Unless otherwise determined by the board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure.

SECTION SIX

OFFICERS

6.01 Appointment. - The board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director.

6.02 Chair of the Board. - The board may from time to time also appoint a chair of the board who shall be a director. If appointed, the board may assign to the Chair any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president. The Chair shall have such other powers and duties as the board may specify.

6.03 Managing Director. - The board may from time to time also appoint from its number a managing director. If appointed, the managing director shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation and such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

6.04 President. - The president shall be the chief operating officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation and such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

6.05 Secretary. - Unless otherwise determined by the board, the secretary shall be the secretary of all meetings of the board, shareholders and committees of the board that he attends. The secretary shall enter or cause to be entered in records kept for that purpose minutes of all proceedings at meetings of the board, shareholders and committees of the board, whether or not in attendance at such meetings. The secretary shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board. The secretary shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, records and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose, and have such other powers and duties as otherwise may be specified.

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6.06 Treasurer. - The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation. The treasurer shall render to the board whenever required an account of all transactions as treasurer and of the financial position of the Corporation and shall have such other powers and duties as otherwise may be specified.

6.07 Powers and Duties of Officers. - The powers and duties of all officers shall be such as the terms of their engagement call for or as the board or (except for those whose powers and duties are to be specified only by the board) the chief executive officer may specify. The board and (except as aforesaid) the chief executive officer may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

6.08 Term of Office. - The board, in its discretion, may remove any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his successor is appointed or until the officer resigns.

6.09 Agents and Attorneys. - The Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.

6.10 Conflict of Interest. - An officer shall disclose any interest in a material contract or transaction or proposed material contract or transaction with the Corporation in accordance with section 4.18.

SECTION SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 Limitation of Liability. - All directors and officers of the Corporation in exercising their powers and discharging their duties to the Corporation shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, omissions, failures, neglects or defaults of any other director, officer or employee, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of such director or officer, or for any other loss, damage or misfortune which shall happen in the execution of the duties of office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

7.02 Indemnity.

(1) Subject to the Act and to section 7.02(2), the Corporation shall:

(a) indemnify any individual who is or was a director or officer of the Corporation and any individual who acts or acted at the Corporation’s request as a director or officer (or any

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individual acting in a similar capacity) of another entity, against all costs, charges and expenses, including, without limitation, an amount paid to settle an action or satisfy a judgment, reasonably incurred by any such individual in respect of any civil, criminal, administrative, investigative or other proceeding in which such individual is involved because of that association with the Corporation or other entity; and

(b) advance moneys to a director, officer or other individual for the costs, charges, and expenses of a proceeding referred to in section 7.02(1)(a) . The individual shall repay the moneys if such individual does not fulfil the conditions of section 7.02(2).

(2) The Corporation shall not indemnify an individual under section 7.02(1) unless such individual:

(a) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which such individual acted as a director or officer (or in a similar capacity) at the Corporation’s request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that such individual’s conduct was lawful.

(3) The Corporation shall also indemnify any individuals referred to in section 7.02(1)(a) in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any individual entitled to indemnity to claim indemnity apart from the provisions of this by-law.

7.03 Insurance. - Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of any individual referred to in section 7.02 hereof as the board may from time to time determine.

SECTION EIGHT

SHARES

8.01 Allotment of Shares. - Subject to the Act and the articles, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02 Commissions. - The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of such person purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.03 Registration of Transfers. - Subject to the Act, no transfer of a share shall be registered in a securities register except upon compliance with the reasonable requirements of the Corporation and its transfer agents and with such restrictions on issue, transfer or ownership as are authorized by the articles.

8.04 Non-recognition of Trusts. - Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

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8.05 Share Certificates. - Every holder of one or more shares of the Corporation shall be entitled, at the holder’s option, to a share certificate, or to a non-transferable written certificate of acknowledgement of such right to obtain a share certificate, stating the number and class or series of shares held by such holder as shown on the securities register. Such certificates shall be in such form as the board may from time to time approve. Any such certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal. Notwithstanding the foregoing, unless the board otherwise determines, certificates in respect of which a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent has been appointed shall not be valid unless countersigned by or on behalf of such registrar, transfer agent, branch transfer agent or issuing or other authenticating agent. The signature of one of the signing officers under section 2.04 (or, in the case of a certificate which is not valid unless countersigned by or on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent, the signatures of both signing officers under section 2.04) may be printed or otherwise mechanically reproduced thereon. Every such printed or mechanically reproduced signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose printed or mechanically reproduced signature appears thereon no longer holds office at the date of issue of the certificate.

8.06 Replacement of Share Certificates. - The board or any officer or agent designated by the board may direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, apparently destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.07 Joint Shareholders. - If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.08 Deceased Shareholders. - In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

8.09 Transfer Agents and Registrars. - The Corporation may from time to time, in respect of each class of securities issued by it, appoint a trustee, transfer or other agent to keep the securities register and the register of transfers and a registrar, trustee or agent to maintain a record of issued security certificates and may appoint one or more persons or agents to keep branch registers, and, subject to the Act, one person may be appointed to keep the securities register, register of transfers and the records of issued security certificates. Such appointment may be terminated at any time by the board.

SECTION NINE

DIVIDENDS AND RIGHTS

9.01 Dividends. - Subject to the Act, the articles and any unanimous shareholder agreement, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation. Any dividend unclaimed

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after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

9.02 Dividend Cheques. - A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the holder’s recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.03 Record Date for Dividends and Rights. - The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than 7 days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

SECTION TEN

MEETINGS OF SHAREHOLDERS

10.01 Annual Meetings. - The annual meeting of shareholders shall be held at such time in each year and, subject to section 10.03, at such place as the board, the chair of the board, the managing director or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.

10.02 Special Meetings. - The board, the chair of the board, the managing director or the president shall have power to call a special meeting of shareholders at any time.

10.03 Meetings by Electronic Means. - A meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of the Act to be present at the meeting.

10.04 Place of Meetings. - Subject to the articles and any unanimous shareholder agreement meetings of shareholders of the Corporation shall be held at such place in or outside Ontario as the directors determine or, in the absence of such a determination, at the place where the registered office of the Corporation is located. A meeting held under Section 10.03 shall be deemed to be held at the place where the registered office of the Corporation is located.

10.05 Notice of Meetings. - Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section Eleven not less than 21 nor more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record

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date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the minutes of an earlier meeting, financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution or by-law to be submitted to the meeting.

10.06 List of Shareholders Entitled to Notice. - For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to section 10.07, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

10.07 Record Date for Notice. - The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than 60 days and not less than 30 days, as a record date for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall be given not less than seven days before such record date, by newspaper advertisement in the manner provided in the Act and by written notice to each stock exchange in Canada on which the shares of the Corporation are listed for trading. If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, shall be the day on which the meeting is held.

10.08 Meetings Without Notice. - A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact.

10.09 Chair, Secretary and Scrutineers. - The chair of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: managing director, president, chair of the board, or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the secretary of the Corporation is absent, the chair shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the meeting.

10.10 Persons Entitled to be Present. - The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

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10.11 Quorum. - A quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, irrespective of the number of shares held by such persons. If a quorum is present at the opening of any meeting of shareholders, the shareholder or shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the time appointed for the meeting or within a reasonable time thereafter as the shareholders may determine, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

10.12 Right to Vote. - Every person named in the list referred to in section 10.06 shall be entitled to vote the shares shown thereon opposite such person’s name at the meeting to which such list relates.

10.13 Proxyholders and Representatives. - Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, as nominee of such shareholder to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy must be signed in writing or by electronic signature by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized and shall conform with the requirements of the Act. Alternatively, every such shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders of the Corporation and such individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chair of the meeting. Any such proxyholder or representative need not be a shareholder. A proxy ceases to be valid one year from its date.

10.14 Time for Deposit of Proxies. - The board may fix a time not exceeding 48 hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at the meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or if, no such time having been specified in such notice, it has been received by the secretary of the Corporation or by the chair of the meeting or any adjournment thereof prior to the time of voting.

10.15 Joint Shareholders. - If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them.

10.16 Votes to Govern. - At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chair of the meeting shall not be entitled to a second or casting vote.

10.17 Show of Hands. - Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

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10.18 Ballots. - On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chair may require a ballot or any person who is present and entitled to vote on such question at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chair shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which such person is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.19 Adjournment. - The chair at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

SECTION ELEVEN

NOTICES

11.01 Method of Giving Notices. - Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given, if mailed to such person at the person’s recorded address by prepaid mail, or if transmitted by telephone facsimile or other electronic means in accordance with the Electronic Commerce Act (Ontario). A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered by dispatch. A notice so delivered shall be deemed to have been received when it is delivered personally, a notice so mailed shall be deemed to have been received on the fifth day after it is deposited in a post office or public letter box, and a notice so transmitted shall be deemed to have been received on the day it is transmitted. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by the secretary to be reliable.

11.02 Notice to Joint Shareholders. - If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons shall be sufficient notice to all of them.

11.03 Computation of Time. - In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the day of giving the notice shall be excluded and the day of the meeting or other event shall be excluded.

11.04 Undelivered Notices. - If any notice given to a shareholder pursuant to section 11.01 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until informed in writing by the shareholder of a new address.

11.05 Omissions and Errors. - The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such

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person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.06 Persons Entitled by Death or Operation of Law. - Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom such person derives title to such share prior to the name and address of such person being entered on the securities register (whether such notice was given before or after the happening of the event upon which such person became so entitled) and prior to such person furnishing to the Corporation the proof of authority or evidence of entitlement prescribed by the Act.

11.07 Waiver of Notice. - Any shareholder, proxyholder or other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under the Act, the regulations thereunder, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing and may be sent by electronic means in accordance with the Electronic Commerce Act (Ontario), except a waiver of notice of a meeting of shareholders or of the board or a committee of the board which may be given in any manner.

11.08 Interpretation. - In this by-law, “recorded address” means in the case of a shareholder the address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; in the case of an officer, auditor or member of a committee of the board, the latest address as recorded in the records of the Corporation; and in the case of a director, the latest address as shown in the records of the corporation or in the most recent notice filed under the Corporations Information Act (Ontario), whichever is the more current.

SECTION TWELVE

EFFECTIVE DATE AND REPEAL

12.01 Effective Date. - This by-law shall come into force when made by the board in accordance with the Act.

12.02 Repeal. - All previous by-laws of the Corporation are repealed as of the coming into force of this by-law. Such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles (as defined in the Act) or predecessor charter documents of the Corporation obtained pursuant to, any such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this by-law and until amended or repealed.

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SCHEDULE B

AUDIT COMMITTEE MANDATE

MAUDORE MINERALS LTD.

1. Introduction

The Audit Committee (the “Committee”) of Maudore Minerals Ltd. (the “Corporation”) is a committee of the Board of Directors (the “Board”). The Committee shall oversee the accounting and financial reporting practices of the Corporation and the audits of the Corporation’s financial statements. This Mandate sets out the responsibilities and duties of the Committee, and describes the qualifications and status required to become a member of the Committee. The Committee will, periodically and as required, make recommendations to the Board regarding the financial information and accounting practices of the Corporation, mainly with regard to the process of reporting and disclosure.

2. Membership

Number of Members

The Committee shall be composed of three or more members of the Board.

Independence of Members

A majority of the members of the Committee shall be independent. “Independent” shall have the meaning, as the context requires, given to it in National Instrument 52-110 - Audit Committees, as may be amended from time to time.

Chair

At the time of the annual appointment of the members of the Committee, the Board shall appoint a Chair of the Committee (a “Chair”). The Chair shall be a member of the Committee, preside over all Committee meetings, coordinate the Committee’s compliance with this Mandate, work with management to develop the Committee’s annual work-plan and provide reports of the Committee to the Board.

Term of Members

The members of the Committee shall be appointed annually by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

3. Meetings

Number of Meetings

The Committee may meet as many times per year as necessary to carry out its responsibilities.

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Quorum

No business may be transacted by the Committee at a meeting unless a quorum of the Committee is present. A majority of members of the Committee shall constitute a quorum.

Calling of Meetings

The Chair, any member of the Committee, the external auditors, the Chairman of the Board, or the Chief Executive Officer or the Chief Financial Officer may call a meeting of the Committee by notifying the Corporation’s Corporate Secretary who will notify the members of the Committee. The Chair shall chair all Committee meetings that he or she attends, and in the absence of the Chair, the members of the Committee present may appoint a chair from their number for a meeting.

Minutes; Reporting to the Board

The Committee shall maintain minutes or other records of meetings and activities of the Committee in sufficient detail to convey the substance of all discussions held. Upon approval of the minutes by the Committee, the minutes shall be circulated to the members of the Board. However, the Chair may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board.

Attendance of Non-Members

The external auditors are entitled to attend and be heard at each Committee meeting. In addition, the Committee may invite to a meeting any officers or employees of the Corporation, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities. At least once per year, the Committee shall meet with the internal auditor and management in separate sessions to discuss any matters that the Committee or such individuals consider appropriate.

The Committee shall have the authority to retain external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective compensation for these advisers without consulting or obtaining the approval of the Board or any officer of the Corporation. The Corporation shall provide appropriate funding, as determined by the Committee, for the services of these advisors.

Meetings without Management

The Committee shall hold unscheduled or regularly scheduled meetings, or portions of meetings, at which management is not present.

Procedure

The procedures for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those applicable to meetings of the Board.

Access to Management

The Committee shall have unrestricted access to the Corporation’s management and employees and the books and records of the Corporation.

4. Duties and Responsibilities

The Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate by applicable laws and regulations. In addition to these functions and responsibilities, the Committee shall perform the duties required of an audit committee by any exchange upon which securities of the

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Corporation are traded, or any governmental or regulatory body exercising authority over the Corporation, as are in effect from time to time (collectively, the “Applicable Requirements”).

Financial Reports

(a) General

The Committee is responsible for overseeing the Corporation’s financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Corporation’s financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Corporation. The auditors are responsible for auditing the Corporation’s annual consolidated financial statements and for reviewing the Corporation’s unaudited interim financial statements.

(b) Review of Annual Financial Reports

The Committee shall review the annual consolidated audited financial statements of the Corporation, the auditors’ report thereon, the related management’s discussion and analysis of the Corporation’s financial condition and results of operation (“MD&A”) and profit or loss press releases before the issuer publically discloses this information. After completing its review, if advisable, the Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.

(c) Review of Interim Financial Reports

The Committee shall review the interim consolidated financial statements of the Corporation, the auditors’ review report thereon, the related MD&A and profit or loss press releases before the issuer publically discloses this information. After completing its review, if advisable, the Committee shall approve and recommend for Board approval the interim financial statements and the related MD&A.

(d) Review Considerations

In conducting its review of the annual financial statements or the interim financial statements, the Committee shall, before such information is publically disclosed by the Corporation:

(i) meet with management and the auditors to discuss the financial statements and MD&A;

(ii) review the disclosures in the financial statements;

(iii) review the audit report or review report prepared by the auditors;

(iv) discuss with management, the auditors and internal legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;

(v) review the accounting policies followed and critical accounting and other significant estimates and judgements underlying the financial statements as presented by management;

(vi) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management, including requirements relating to complex or unusual transactions, significant changes to accounting principles and alternative treatments under International Financial Reporting Standards;

(vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;

(viii) review management’s report on the effectiveness of internal controls over financial reporting;

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(ix) review the factors identified by management as factors that may affect future financial results;

(x) review any complaints received by the Committee regarding accounting, internal accounting controls or auditing matters; and

(xi) review any other matters, related to the financial statements, that are brought forward by the auditors, management or which are required to be communicated to the Committee under accounting policies, auditing standards or Applicable Requirements.

(e) Approval of Other Financial Disclosures

The Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Corporation, press releases disclosing, or based upon, financial results of the Corporation and any other material financial disclosure, including financial guidance provided to analysts, rating agencies or otherwise publicly disseminated.

(f) Risk Management Process

The Committee shall ensure the Corporation has appropriate processes in place to manage the principal risks of its business including considering and reviewing such internal processes, reviewing insurance coverage, and obtaining assurance from management regarding the adequacy of risk management processes.

Auditors

(a) General

The Committee shall be responsible for oversight of the work of the auditors, including the auditors’ work in preparing or issuing an audit report, performing other audit, review or attest services or any other related work.

(b) Nomination and Compensation

The Committee shall review and, if advisable, select and recommend for Board approval the external auditors to be nominated and the compensation of such external auditor. The Committee shall have ultimate authority to approve all audit engagement terms and fees, including the auditors’ audit plan.

(c) Resolution of Disagreements

The Committee shall resolve any disagreements between management and the auditors as to financial reporting matters brought to its attention.

(d) Discussions with Auditors

At least annually, the Committee shall discuss with the auditors such matters as are required by applicable auditing standards to be discussed by the auditors with the Audit Committee.

(e) Audit Plan

At least annually, the Committee shall review a summary of the auditors’ annual audit plan. The Committee shall consider and review with the auditors any material changes to the scope of the plan.

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(f) Quarterly Review Report

The Committee shall review a report prepared by the auditors in respect of each of the interim financial statements of the Corporation.

(g) Independence of Auditors

At least annually, and before the auditors issue their report on the annual financial statements, the Committee shall obtain from the auditors a formal written statement describing all relationships between the auditors and the Corporation; discuss with the auditors any disclosed relationships or services that may affect the objectivity and independence of the auditors; and obtain written confirmation from the auditors that they are objective and independent within the meaning of the applicable Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which the auditors belong and other Applicable Requirements. The Committee shall take appropriate action to oversee the independence of the auditors.

(h) Requirement for Pre-Approval of Non-Audit Services

The Committee shall approve in advance any retainer of the auditors to perform any non-audit service to the Corporation that it deems advisable in accordance with Applicable Requirements and Board approved policies and procedures. The Committee may delegate pre-approval authority to a member of the Committee. The decisions of any member of the Committee to whom this authority has been delegated must be presented to the full Committee at its next scheduled Committee meeting.

(i) Approval of Hiring Policies

The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.

(j) Financial Executives

The Committee shall review and discuss with management the appointment of key financial executives and recommend qualified candidates to the Board, as appropriate.

Internal Controls

(a) General

The Committee shall review the Corporation’s system of internal controls.

(b) Establishment, Review and Approval

The Committee shall require management to implement and maintain appropriate systems of internal controls in accordance with Applicable Requirements, including internal controls over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Committee shall consider and review with management and the auditors:

(i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Corporation’s internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non-financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management’s conclusions;

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(ii) any significant changes in internal controls over financial reporting that are disclosed, or considered for disclosure, including those in the Corporation’s periodic regulatory filings;

(iii) any material issues raised by any inquiry or investigation by the Corporation’s regulators;

(iv) any related significant issues and recommendations of the auditors together with management’s responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

Compliance with Legal and Regulatory Requirements

The Committee shall review reports from the Corporation’s Corporate Secretary and other management members on: legal or compliance matters that may have a material impact on the Corporation; the effectiveness of the Corporation’s compliance policies; and any material communications received from regulators. The Committee shall review management’s evaluation of and representations relating to compliance with specific applicable law and guidance, and management’s plans to remediate any deficiencies identified.

Whistleblower Procedures

The Committee shall establish for (a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters. Any such complaints or concerns that are received shall be reviewed by the Committee and, if the Committee determines that the matter requires further investigation, it will direct the Chair of the Committee to engage outside advisors, as necessary or appropriate, to investigate the matter and will work with management and the general counsel to reach a satisfactory conclusion.

Committee Disclosure

The Committee shall prepare, review and approve any audit committee disclosures required by Applicable Requirements in the Corporation’s disclosure documents.

Delegation

The Committee may, to the extent permissible by Applicable Requirements, designate a sub-committee to review any matter within this mandate as the Committee deems appropriate.

Right to hire Third Party Consultants

The Committee may, at its own discretion and without the approval of the Board of Directors, hire third party consultants or lawyers, in order to assist with an investigation of possible irregularities or potential fraudulent activities that come to its attention, or for such other matters where the external auditors are unable to provide support.

5. No Rights Created

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Committee, functions. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation’s Articles and By-laws, it is not intended to establish any legally binding obligations.

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6. Mandate Review

The Committee shall review and update this Mandate as needed and present it to the Board for approval.

Adopted: September, 2012

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EX-2.7

Exhibit 2.7

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Reporting Issuer

Maudore Minerals Ltd. (“Maudore” or the “Company”)

2000, rue Peel, Suite 620,

Montréal, Québec,

Canada H3A 2W5

Item 2. Date of Material Change

March 22, 2013

Item 3. News Release

A news release announcing the material change referred to in this report was issued on March 23, 2013 through Canada Newswire and a copy was filed on SEDAR.

Item 4. Summary of Material Change

On March 22, 2013, Maudore completed a series of significant transactions including its acquisition of all of the outstanding shares and intercompany debt of NAP Quebec Mines Ltd. (“NAP Quebec”) in accordance with a Purchase Agreement entered into on March 22, 2013 (the “Purchase Agreement”) between Maudore and North American Palladium Ltd. (“NAP”). As a result of its acquisition of NAP Quebec, Maudore has also acquired all of NAP’s Quebec-based gold assets, including the Sleeping Giant Mill and an adjacent Tailings Facility.

Item 5. Full Description of Material Change

Item 5.1 Full Description of Material Change

The Acquisition of NAP Quebec

On March 22, 2013, Maudore acquired all of the outstanding shares and intercompany debt of NAP Quebec in accordance with the Purchase Agreement. In consideration for all of the shares and intercompany debt of NAP Quebec, Maudore has paid to NAP a cash consideration of $18 million, which has been funded through the $22 million credit facility described below, and has issued to NAP 1,500,000 common shares of Maudore. These common shares will be subject to a four-month hold period in accordance with Canadian securities laws. Neither NAP, NAP Quebec nor any of their insiders will become an insider of Maudore as a result of the acquisition. The TSX Venture Exchange (the “TSXV”) has approved the acquisition.

$22 Million Credit Facility

The $18 million purchase price for the shares and intercompany debt of NAP Quebec is fully funded by a senior secured credit facility in the amount of $22 million provided to Maudore by FBC Holdings Sarl (“FBC”), an arm’s length party, on March 22, 2013 (the “Credit Facility”). The Credit Facility bears interest at the rate of 15% per annum, payable quarterly in arrears, with a maturity date of March 22, 2016. In order to secure repayment of the Credit Facility, Maudore has granted to FBC a first-ranking charge over

all of its and its subsidiaries’ present and future personal property and material real property, including specified mining rights.

In consideration of the commitment made by FBC under the Credit Facility and in lieu of further structuring fees, Maudore has issued to FBC 1,760,000 common shares of Maudore and 880,000 common share purchase warrants. Each warrant shall entitle FBC to subscribe for one common share during a period of two years following the date of its issuance, at a price equal to $1.08, being the closing price of common shares of Maudore on the TSXV on March 22, 2013. The foregoing securities will be subject to a four-month hold period in accordance with Canadian securities laws. The TSXV has approved the issuance of the common shares and warrants to FBC.

Equity Private Placement of Up to $25 Million

Maudore intends to proceed with a private placement of units on a “best efforts” basis for gross proceeds of up to $25 million (the “Private Placement”), at a price per unit to be determined in the context of the market, subject to TSXV requirements. Each unit shall be comprised of one common share of Maudore and one-half of a common share purchase warrant. Each whole warrant shall entitle its holder to subscribe for one common share during a period of two years following the date of its issuance, at a price to be determined in the context of the market, subject to TSXV requirements. The securities issued under the Private Placement will be subject to a four-month hold period in accordance with Canadian securities laws. The net proceeds of the Private Placement shall be used to explore, develop and expand existing projects and operations, to fund corporate activities with respect to growth initiatives, and for other general and corporate purposes.

A total of $13 million has been committed to the Private Placement by certain investors, including FBC for the amount of $5 million and the following related parties to Maudore (the “Related Parties”) for the following amounts:

• Approximately $4 million by City Securities Ltd., a corporation owned by Mr. Seager Rex Harbour, a shareholder of Maudore who controls or directs more than 10% of the total issued and outstanding common shares of Maudore; and

• Approximately $1 million by Kevin Tomlinson, the Chairman and CEO of Maudore.

This portion of the Private Placement is expected to close on or about April 11, 2013, subject to the receipt of all requisite regulatory approvals.

The Company has retained GMP Securities L.P. to act as its lead agent, together with a syndicate of agents, including Clarus Securities Inc. and Mirabaud Securities LLP, in connection with the Private Placement.

The Private Placement to the Related Parties shall constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101”), which is incorporated into TSXV Policy 5.9. In its consideration and approval of the Private Placement, the board of directors of Maudore determined that the Private Placement to the Related Parties will be exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis that the fair market value of the Private Placement to the Related Parties is not expected to exceed 25% of the market capitalization of Maudore, in accordance with sections 5.5 and 5.7 of MI 61-101.

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Private Placement of Convertible Note of up to $2 Million

Maudore may determine to proceed as well with the issuance of up to $2 million in aggregate principal amount of convertible secured notes by way of a private placement, the terms of which would be determined in the context of the market, subject to TSXV requirements. If such were to occur, FBC has committed to subscribe for the entire amount of the placement.

Item 5.2 Disclosure for Restructuring Transaction

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8. Executive Officer

The name and business number of the executive officer of Maudore who is knowledgeable of the material change and this report is:

Kevin Tomlinson, Chairman & CEO at: (514) 439-0990.

Item 9. Date of Report

March 28, 2013

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EX-2.8

Exhibit 2.8

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Reporting Issuer

Maudore Minerals Ltd. (“Maudore” or the “Company”)

2000, rue Peel, Suite 620,

Montréal, Québec,

Canada H3A 2W5

Item 2. Date of Material Change

April 12, 2013

Item 3. News Release

A news release announcing the material change referred to in this report was issued on April 12, 2013 through Canada Newswire and a copy was filed on SEDAR.

Item 4. Summary of Material Change

On April 12, 2013, Maudore announced that it had completed the first tranche (the “First Tranche”) of its brokered private placement of units (the “Units”) on a “best efforts” basis (the “Private Placement”) pursuant to an agency agreement dated April 12, 2013 between Maudore and a syndicate of agents led by GMP Securities L.P. and including Clarus Securities Inc. and Mirabaud Securities LLP (collectively, the “Agents”). Each Unit is comprised of one common share of Maudore and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share for a period of 24 months from April 12, 2013 at a purchase price of $1.13. Pursuant to the First Tranche of the Private Placement, Maudore issued an aggregate of 17,039,835 Units at an issue price of $0.91 per Unit for gross proceeds of approximately $15.5 million. As of the closing of the First Tranche, the Company had 47,241,522 common shares issued and outstanding.

Item 5. Full Description of Material Change

Item 5.1 Full Description of Material Change

Maudore has completed the First Tranche of the Private Placement pursuant to an agency agreement dated April 12, 2013 between Maudore and the Agents. Each Unit is comprised of one common share of Maudore and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share for a period of 24 months from April 12, 2013 at a purchase price of $1.13 (the “Warrant”). Pursuant to the First Tranche of the Private Placement, Maudore issued an aggregate of 17,039,835 Units at an issue price of $0.91 per Unit (the “Offering Price”) for gross proceeds of approximately $15.5 million. As of the closing of the First Tranche, the Company had 47,241,522 common shares issued and outstanding.

Maudore intends to close subsequent tranches of the Private Placement on the same terms as above on or before May 23, 2013 for total gross proceeds, together with the First Tranche, of up to $25 million (the “Subsequent Tranches”), all in accordance with TSX Venture Exchange (“TSXV”) requirements.

Certain related parties to Maudore (the “Related Parties”), including the following, purchased Units in the First Tranche of the Private Placement:

• City Securities Limited, a corporation owned by Mr. Seager Rex Harbour, a shareholder of Maudore who controls or directs more than 10% of the total issued and outstanding common shares of Maudore, has purchased 4,484,957 Units. City Securities Limited is restricted from exercising any of its Warrants to the extent such exercise would result in it (together with any person acting jointly or in concert with it) holding more than 20% of the issued and outstanding common shares of Maudore (on a non-diluted basis);

• Monemvasia Pty Ltd., a corporation controlled by Kevin Tomlinson, the Chairman and CEO of Maudore, has purchased 1,140,448 Units; and

• Certain other officers and directors, namely George Fowlie, Deputy Chairman, Ingrid Martin, Chief Financial Officer, Anne Slivitzky, Interim COO, Robert Pevenstein, Director, Raynald Vezina, Director and Keith Harris, Director have purchased, in the aggregate, approximately 159,500 Units.

The securities issued to the Related Parties in the First Tranche of the Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101”), which is incorporated into TSXV Policy 5.9. In its consideration and approval of the First Tranche of the Private Placement, the board of directors of Maudore determined that such First Tranche to the Related Parties is exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis that the fair market value of the First Tranche to the Related Parties does not exceed 25% of the market capitalization of Maudore, in accordance with sections 5.5 and 5.7 of MI 61-101.

The Agents have been granted an option exercisable up to 48 hours prior to the closing date of the Private Placement to arrange for the purchase of up to an additional 15% of the total number of Units at a price equal to the Offering Price, representing 4,120,879 Units (the “Agents’ Option”). In consideration of the services rendered by the Agents in connection with the Private Placement, the Agents will receive from Maudore a cash fee equal to 6.0% of the gross proceeds of the Private Placement, excluding any purchases under the president’s list for which the Agents will receive a cash fee equal to 2.0%. The Agents shall also receive compensation options entitling them to subscribe for 6.0% of the total number of Units sold under the Private Placement, excluding Units sold under the president’s list at an exercise price equal to the Offering Price, exercisable for a period of 24 months following the applicable closing date. In connection with the closing of the First Tranche, the Agents have received 127,840 compensation options representing 6.0% of the Units sold under the First Tranche exercisable for a period of 24 months following the closing date of the First Tranche. The Warrants issuable upon the exercise of these compensation options will be exercisable for a period of 24 months following the closing date of the First Tranche.

The net proceeds of the Private Placement shall be used to explore, develop and expand existing projects and operations, to fund corporate activities with respect to growth initiatives, and for other general and corporate purposes.

All of the securities of Maudore issued under the Private Placement are subject to a hold period which will expire on August 13, 2013 in accordance with applicable Canadian securities laws.

- 2 -

Item 5.2 Disclosure for Restructuring Transaction

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8. Executive Officer

The name and business number of the executive officer of Maudore who is knowledgeable of the material change and this report is:

Julie Godard, Corporate Secretary at: (819) 797-9336.

Item 9. Date of Report

April 22, 2013

- 3 -

EX-2.9

Exhibit 2.9

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Reporting Issuer

Maudore Minerals Ltd. (“Maudore” or the “Company”)

2000, rue Peel, Suite 620,

Montréal, Québec,

Canada H3A 2W5

Item 2. Date of Material Change

April 18, 2013

Item 3. News Release

A news release announcing the material change referred to in this report was issued on April 22, 2013 through Canada Newswire and a copy was filed on SEDAR.

Item 4. Summary of Material Change

On April 18, 2013, Maudore and Noront Resources Ltd. (“Noront”) entered into an agreement that terminates the previously announced (by press release dated December 5, 2012) Purchase and Sale Agreement (“PSA”) to acquire Noront’s 25 per cent undivided right, title and interest in the Windfall Lake Project.

Item 5. Full Description of Material Change

Item 5.1 Disclosure for Restructuring Transaction

On April 18, 2013, Maudore and Noront Resources Ltd. (“Noront”) entered into an agreement that terminates the previously announced (by press release dated December 5, 2012) Purchase and Sale Agreement (“PSA”) to acquire Noront’s 25 per cent undivided right, title and interest in the Windfall Lake Project. Accordingly, both parties are released from any further obligations outlined in the PSA.

Concurrently, Maudore also informed Eagle Hill Exploration Corp., holder of an interest of 75 percent in the Windfall Lake Project, that it will no longer pursue it’s the previously announced (by press release dated December 5, 2012) proposed business combination between the two companies.

Item 5.2 Disclosure for Restructuring Transaction

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8. Executive Officer

The name and business number of the executive officer of Maudore who is knowledgeable of the material change and this report is:

Julie Godard, Corporate Secretary at: (819) 797-9336.

Item 9. Date of Report

April 29, 2013

- 2 -

EX-2.10

Exhibit 2.10

MAUDORE MINERALS LTD.

Form 51-102F4

Business Acquisition Report

Item 1 Identity of Company

1.1 Name and Address of Company

Maudore Minerals Ltd (“Maudore” or the “Company”)

2000 Peel Street, suite 620

Montreal, Quebec

H3A 2W5

1.2 Executive Officer

George Fowlie, Deputy Chairman, (416) 587-9801

Item 2 Details of Acquisition

2.1 Nature of Business Acquired

On March 22, 2013, the Company acquired all of the outstanding shares of Aurbec Mines Inc. (“Aurbec”) from North American Palladium Ltd (“NAP”) in accordance with a Purchase Agreement. Aurbec owns the Sleeping Giant mill and the related tailings handling facilities, the Vezza project and several other gold properties in Quebec. The Sleeping Giant mill is located 150 km north of Val-d’Or.

2.2 Date of Acquisition

March 22, 2013.

2.3 Consideration

In consideration for the shares of Aurbec, Maudore paid:

• $18 million cash

• 1,500,000 common shares valued at $1,518,000. The fair value of each common share was based on the average share price on the TSX Venture Exchange for the 15 days prior to the transaction date, less a discount for lack of marketability.

In addition, the following consideration will be transferred subsequently and funded from the sale of the related gold:

• In-circuit gold inventory valued at $1,737,000. In accordance with the Purchase Agreement, the purchase consideration was adjusted dollar for dollar for the net realizable value of the in-circuit precious metals inventory at the Sleeping Giant Mill at the date of the sale. This amount, which was agreed between the parties to be equal to $1,805,030, is to be paid half on or before September 22, 2013 and the remainder on or before March 22, 2014. The agreed upon amount was discounted at an annual rate of 5.26% to reflect time of money.

• In-liner gold inventory valued at $94,171. The Purchase Agreement also includes a provision for future settlement of amounts relating to gold contained in the liners at the Sleeping Giant mill. The valuation of the settlement amount is contingent upon future determination of gold content, pricing, and foreign exchange at the time the liners are changed. Management estimates that the total payments should not exceed $100,000, which was discounted at an annual rate of 5.26% to reflect time of money.

- 1 -

MAUDORE MINERALS LTD.

Form 51-102F4

Business Acquisition Report

Acquisition-related costs amounting to $2,139,447 are not included as part of consideration transferred and have been recognized in the consolidated income statement.

The Company used the acquisition method when accounting for Aurbec’s acquisition considered a business combination.

The Company funded the acquisition of Aurbec’s shares through a senior secured credit facility of $22 million provided to the Company by FBC Holdings Sarl (“FBC”). The credit facility bears interest at the rate of 15% per annum, payable quarterly in arrears, with a maturity date of March 22, 2016. In order to secure repayment of the Credit Facility, the Company granted to FBC a first-ranking charge over all of its and its subsidiaries’ present and future personal property and material real property, including specified mining rights. In consideration of the commitment made by FBC under the Credit Facility and in lieu of further structuring fees, the Company issued to FBC 1,760,000 common shares and 880,000 common share purchase warrants. Each warrant shall entitle FBC to subscribe for one common share during a period of 2 years following the date of its issuance, at a price equal to $1.08, being the closing price of common shares of the Company on the TSX Venture Exchange on March 22, 2013.

2.4 Effect on Financial Position

The effect of the acquisition of Aurbec on the Company’s financial position is described in the Company’s unaudited pro forma consolidated financial statements which are attached to this report and referred to in item 3 below.

Management changes

Maudore announced the appointment of Mr. Greg Struble, an experienced executive and mining engineer, as President and CEO, effective June 11, 2013. Mr. Tomlinson will remain Executive Chairman of the Company. With Mr. Greg Struble in place, Anne Slivitzky, interim COO, will be stepping down and will become a consultant to the Company.

2.5 Prior Valuations

No prior evaluation obtained.

2.6 Parties to Transaction

No informed person, associate or affiliate of Maudore was a party to the acquisition.

2.7 Date of Report

June 5, 2013.

- 2 -

MAUDORE MINERALS LTD.

Form 51-102F4

Business Acquisition Report

Item 3 Financial Statements

The following financial statements or financial information are appended to and constitute an integral part of this report:

a) The pro forma consolidated statement of comprehensive loss that gives effect to the completion of the acquisition as at December 31, 2012.

b) The audited financial statements of Aurbec Mines Inc. for the year ended December 31, 2012.

Maudore has not requested nor obtained the consent of KPMG LLP to incorporate by reference its auditors’ report dated June 3, 2013.

- 3 -

MAUDORE MINERALS LTD.

Pro Forma Consolidated Statement of Comprehensive Loss

December 31, 2012

(Unaudited, in Canadian dollars)

	For the year ended December 31, 2012
	Maudore			Aurbec			Pro Forma adjustments			Notes			Pro Forma Consolidated
	$			$			$						$
REVENUE		—			3,004,455			—						3,004,455
OPERATING EXPENSES
Production costs		—			(2,507,761	)		—						(2,507,761	)
Smelter treatment, refining and freight costs		—			(16,396	)		—						(16,396	)
Depreciation and amortization		—			(199,036	)		—						(199,036	)
Gold assets impairment charge		—			(56,023,000	)		(2,242,162	)		4ii	)		(58,265,162	)
Gain on disposal of equipment		—			434,900			—						434,900
Care and maintenance		—			(1,108,302	)		—						(1,108,302	)
Loss from mining operations		—			(56,415,140	)		(2,242,162	)					(58,657,302	)
OTHER EXPENSES
General and administrative expenses		(2,828,363	)		(62,166	)		—						(2,890,529	)
Expenses related to the proxy fights		(1,687,825	)		—			—						(1,687,825	)
Exploration and evaluation expenses		—			(2,768,474	)		2,242,162			4i	)		(526,312	)
Loss from operations		(4,516,188	)		(59,245,780	)		—						(63,761,968	)
OTHER INCOME OR EXPENSES
Interest expense and other costs		(63,313	)		(37,230	)		—						(100,543	)
Finance costs on mine restoration provision		—			(93,457	)		—						(93,457	)
Interest income		86,901			37,413			—						124,314
Loss before taxes		(4,492,600	)		(59,339,054	)		—						(63,831,654	)
Recovery of deferred income taxes and mining duty taxes		2,374,509			4 703 973			—						7,078,482
NET LOSS AND COMPREHENSIVE LOSS		(2,118,091	)		(54,635,081	)		—						(56,753,172	)
Weighted average number of basic and diluted outstanding shares		26,825,880												30,085,880
Basic and diluted loss per share		(0.08	)											(1.89	)

- 1 -

MAUDORE MINERALS LTD.

Notes to Pro Forma Condensed Consolidated Financial Statements

December 31, 2012

(Unaudited, in Canadian dollars)

1. BASIS OF PRESENTATION

The unaudited pro forma condensed consolidated statement of comprehensive loss for the year ended December 31, 2012 (“Pro Forma”) has been prepared by management of the Company in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Standard Board for illustrative purposes only, to show the effect of the acquisition of Aurbec Mines Inc. (“Aurbec”) from North American Palladium Ltd (“NAP”).

The Pro Forma has been prepared as if the transaction described in Note 3 had occurred on January 1, 2012.

In preparing the Pro Forma, the following historical information, that was prepared in accordance with IFRS, was used:

1. The audited statement of comprehensive income of the Company for the year ended December 31, 2012; and

2. The audited statement of operations and comprehensive loss of Aurbec for the year ended December 31, 2012.

A pro forma consolidated statement of financial position was not prepared as the acquisition of Aurbec is already reflected in the Company’s unaudited condensed consolidated interim financial statements for three-month period ended March 31, 2013, which have been filed on SEDAR.

In the opinion of the Company’s management, the Pro Forma includes all adjustments necessary for a fair presentation of the transactions described in the notes to the Pro Forma applied on a basis consistent with the Company’s accounting policies. This Pro Forma is not necessarily indicative of the financial position and results of operations that would have been achieved if the acquisition had been completed on the dates or for the period presented, nor does it claim to project the results of operations or financial position of the consolidated entities for any future period or as of any future date. Any potential synergies that may be realized and integration costs that may be incurred after the acquisition date have been excluded from the Pro Forma.

This Pro Forma should be read in conjunction with the historical financial statements and notes of the Company and Aurbec referred to above.

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in preparing the Pro Forma are set out in the Company’s audited financial statements for the year ended December 31, 2012 and also in the unaudited condensed consolidated interim financial statements for the three-month period ended March 31, 2013.

Certain revenues, expenses, gains and losses of Aurbec have been reclassified to conform to the Company’s consolidated financial statements presentation.

- 2 -

MAUDORE MINERALS LTD.

Notes to Pro Forma Condensed Consolidated Financial Statements

December 31, 2012

(Unaudited, in Canadian dollars)

3. ACQUISITION OF AURBEC MINES INC.

On March 22, 2013, the Company acquired all of the outstanding shares of Aurbec from North American Palladium Ltd. in accordance with a Purchase Agreement. Aurbec owns the Sleeping Giant mill and the related tailings handling facilities, the Vezza project and several other gold properties in Quebec. The Sleeping Giant mill is located 150 km north of Val-d’Or. The acquisition is part of the Company’s strategy to become a leading Canadian gold producer capable of delivering shareholder value through the exploration, development and production of its properties.

The details of the acquisition, which was accounted for as a business combination, are as follows:

	$
Fair value of consideration transferred:
Cash		18,000,000
Common shares (1,500,000 1)		1,518,000
		19,518,000
Consideration that will be transferred subsequently and funded from the sale of the related gold
In-circuit gold inventory2		1,737,000
In-liner gold inventory 2		94,171
Total consideration transferred		21,349,171

1 The fair value of each common share was based on the average share price on the TSX Venture Exchange for the 15 days prior to the transaction date, less a discount for lack of marketability.

2 Discounted at a annual rate of 5.26% to reflect time value of money.

Fair value assigned to identifiable assets and liabilities
Tax credits receivable	4,996,912
Accounts receivable	2,337,310
Sales tax receivable	434,095
Inventories	4,070,743
Prepaid expenses	296,717
Current assets	12,135,777
Exploration and evaluation assets	5,900,000
Property, plant & equipment	17,083,000
Non-current assets	22,983,000
Bank indebtedness	(179,159	)
Accounts payable and accrued liabilities	(6,942,345	)
Current portion of obligations under finance leases	(183,087	)
Current liabilities	(7,304,591	)
Other liabilities	(152,510	)
Obligation under finance leases	(158,393	)
Mine restoration provision	(6,154,112	)
Non-current liabilities	(6,465,015	)
Identifiable assets and liabilities	21,349,171
Difference – goodwill or (bargain purchase price)	—

- 3 -

MAUDORE MINERALS LTD.

Notes to Pro Forma Condensed Consolidated Financial Statements

December 31, 2012

(Unaudited, in Canadian dollars)

3. ACQUISITION OF AURBEC MINES INC. (CONT’D)

	$
Consideration transferred settled in cash		18,000,000
Cash and cash equivalents acquired		—
Net cash outflow on acquisition		18,000,000
Acquisition costs charged to expenses		2,139,447
Net cash paid related to acquisition		20,139,447

Acquisition-related costs amounting to $2,139,447 are not included as part of consideration transferred and have been recognized in the consolidated income statement, in other expenses.

The fair value of the accounts receivable acquired as part of the transaction amounted to $2,337,310 with a gross contractual amount of $2,337,310. As of the acquisition date, the Company’s best estimate of the contractual cash flow not expected to be collected amounted to $nil.

In accordance with the Purchase Agreement, the purchase consideration was adjusted dollar for dollar for the net realizable value of the in-circuit precious metals inventory at the Sleeping Giant Mill at the date of the sale. This amount, which was agreed between the parties to be equal to $1,805,030, is to be paid half on or before September 22, 2013 and the remainder on or before March 22, 2014.

The Purchase Agreement also includes a provision for future settlement of amounts relating to gold contained in the liners at the Sleeping Giant mill. The valuation of the settlement amount is contingent upon future determination of gold content, pricing, and foreign exchange at the time the liners are changed. Management estimates that the total payments should not exceed $100,000.

Excluding the expensed acquisition costs mentioned above, the acquisition of Aurbec added $73,802 to the consolidated loss for the period between March 22 and March 31, 2013. If Aurbec had been acquired at the beginning of the financial year, the Company’s loss for the reporting period would have been $1,772,727.

The fair values used in determining the initial accounting for the acquisition were determined with the assistance of external independent valuators using a combination of cost, market and income approaches whichever was most appropriate for each of the asset groups involved. The transaction did not result in the recognition of any deferred tax liabilities due to the presence of pre-existing unrecognized deferred tax assets. The initial accounting for the business combination is essentially complete, but is still subject to adjustment during the measurement period, notably with respect to the mine restoration provision, contingent considerations, contingent liabilities and the allocation of value between categories of assets.

On March 22, 2013 the Company funded the acquisition of Aurbec’s shares through a senior secured credit facility of $22 million provided to the Company by FBC Holdings Sarl (“FBC”). The credit facility bears interest at the rate of 15% per annum, payable quarterly in arrears, with a maturity date of March 22, 2016. In order to secure repayment of the Credit Facility, the Company granted to FBC a first-ranking charge over all of its and its subsidiaries’ present and future personal property and material real property, including specified mining rights.

- 4 -

MAUDORE MINERALS LTD.

Notes to Pro Forma Condensed Consolidated Financial Statements

December 31, 2012

(Unaudited, in Canadian dollars)

3. ACQUISITION OF AURBEC MINES INC. (CONT’D)

In consideration of the commitment made by FBC under the Credit Facility and in lieu of further structuring fees, the Company issued to FBC 1,760,000 common shares and 880,000 common share purchase warrants. Each warrant shall entitle FBC to subscribe for one common share during a period of 2 years following the date of its issuance, at a price equal to $1.08, being the closing price of common shares of the Company on the TSX Venture Exchange on March 22, 2013.

4. PRO FORMA ADJUSTMENTS

The Pro Forma includes the following adjustments as if the acquisition of Aurbec had occurred on January 1, 2012:

i) $2,242,162 of exploration and evaluation expenses were capitalized, to reflect the change in accounting policy for Aurbec to comply with Maudore’s accounting policy to capitalize exploration and evaluation expenses on a property-by-property basis pending determination of the technical feasibility and commercial viability of extracting a mineral resource.

ii) To impair the exploration and evaluation assets capitalized in note 4 i) following the impairment test Aurbec conducted as at December 31, 2012 where Aurbec concluded that the recoverable amount of the gold assets was lower than the carrying value.

5. PRO FORMA BASIC AND DILUTED LOSS PER SHARE

The calculation of basic loss per share is based on the loss for the period divided by the weighted average number of shares in circulation during the period. In calculating the diluted loss per share, potential dilutive ordinary shares such as share options and warrants have not been included as they would have the effect of decreasing the loss per share which would be considered to be antidilutive.

Both the basic and diluted loss per share have been calculated using the loss attributable to the shareholders of the Company as the numerator.

	December 31,
	2012
	$
Pro Forma net loss and comprehensive loss		(56,753,172	)
Weighted average number of shares outstanding of the Company
- basic and diluted		26,825,880
Shares issued for the acquisition of Aurbec		1,500,000
Shares issued to FBC to finance the acquisition of Aurbec		1,760,000
Pro Forma weighted average number of shares outstanding
- basic and diluted		30,085,880
Pro Forma - Basic and diluted loss per share		(1.89	)

- 5 -

KPMG LLP	Telephone	(416) 777-8500
Chartered Accountants	Fax	(416) 777-8818
Bay Adelaide Centre	Internet	www.kpmg.ca
333 Bay Street Suite 4600
Toronto ON M5H 2S5

INDEPENDENT AUDITORS’ REPORT

To Board of Directors of Maudore Minerals Ltd.

We have audited the accompanying financial statements of Aurbec Mines Inc. (formerly “NAP Quebec Mining Ltd.”), which comprise the balance sheet as at December 31, 2012, the statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for the year then ended, and notes, comprising a summary 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 in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our qualified audit opinion on the financial performance and cash flows and our unmodified audit opinion on the financial position.

Basis for Qualified Opinion on the Financial Performance and Cash Flows

We were appointed as auditors of Aurbec Mines Inc. during the current year. We did not observe the counting of the physical inventories at the beginning of the year. We were not able to satisfy ourselves by alternative means concerning inventory quantities held at January 1, 2012. Since opening inventories enter into the determination of the financial performance and cash flows, we were unable to determine whether adjustments might have been necessary in respect of the income reported in the statement of operations and comprehensive loss and the components of

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

cash flows from operating activities reported in the statement of cash flows for the year ended December 31, 2012.

Opinion on the Financial Performance and Cash Flows

In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the statement of operations and comprehensive loss and the statement of cash flows present fairly, in all material respects, the financial performance and cash flows of Aurbec Mines Inc. for the year ended December 31, 2012 in accordance with International Financial Reporting Standards.

Unmodified Opinion on the Financial Position

In our opinion, the balance sheet presents fairly, in all material respects, the financial position of Aurbec Mines Inc. as at December 31, 2012 in accordance with International Financial Reporting Standards.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which describes that the Company has incurred a loss for the year ended December 31, 2012 amounting to $54,635 (2011 - $69,547) and used cash from operating activities of $8,055 (2011 - $12,056) and as at December 31, 2012, had an accumulated deficit of $160,428 ($105,793 as at December 31, 2011). These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

Chartered Accountant, Licensed Public Accountants

Toronto, Canada

June 3, 2013

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Balance Sheets

(expressed in Canadian dollars)

	December 31 2012			December 31 2011 (Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	552,567		$	70,908
Tax credit and mining tax receivable		4,521,773			4,423,683
Inventories – Note 4		7,256,625			7,704,244
Other assets – Note 5		769,887			2,840,523
		13,100,852			15,039,358
Mining interests and Property, Plant and Equipment – Note 6		16,712,969			44,432,939
Reclamation deposit		—			1,769,156
Total Assets	$	29,813,821		$	61,241,453
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities – Note 7	$	5,908,364		$	12,183,878
Provisions – Note 8		—			1,000,000
Current portion of obligations under finance lease – Note 10		49,976			189,749
Advances from North American Palladium Ltd. (“NAP”) – Note 11		104,113,114			106,932,369
		110,071,454			120,305,996
Asset retirement obligations – Note 9		6,104,938			6,976,213
Obligations under finance lease – Note 10		10,700			28,346
Deferred mining tax liability – Note 18		—			4,264,000
Total Liabilities		116,187,092			131,574,555
Shareholders’ Equity
Common shares authorized: unlimited common shares
Outstanding common shares		74,027,404			35,432,492
Contributed surplus		27,750			27,750
Deficit		(160,428,425	)		(105,793,344	)
Total shareholders’ equity		(86,373,271	)		(70,333,102	)
Total Liabilities and Shareholders’ Equity	$	29,813,821		$	61,241,453

Nature of operations and going concern – Note 1

Commitments and contingencies – Notes 14 and 16

See accompanying notes to the financial statements

- 1 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Statement of Operations and Comprehensive Loss

(expressed in Canadian dollars)

	December 31 2012			December 31 2011 (Unaudited)
Revenue – Note 15	$	3,004,455		$	26,812,280
Operating expenses
Production costs		2,507,761			31,941,654
Smelter treatment, refining and freight costs		16,396			54,340
Depreciation and amortization – Note 6(a)		199,036			7,459,801
Gold assets impairment charge – Note 6(b)		56,023,000			47,394,273
Gain on disposal of equipment		(434,900	)		(26,860	)
Care and maintenance		1,108,302			1,448,000
Total operating expenses		59,419,595			88,271,208
Loss from mining operations		(56,415,140	)		(61,458,928	)
Other expenses
General and administration		62,166			108,395
Exploration		2,768,474			6,728,343
Interest income		(37,413	)		(33,521	)
Interest expense and other costs		130,687			111,017
Total other expenses		2,923,914			6,914,234
Loss before taxes		(59,339,054	)		(68,373,162	)
Income and mining tax expense (recovery) – Note 18		(4,703,973	)		1,174,192
Loss and comprehensive loss for the year	$	(54,635,081	)	$	(69,547,354	)

See accompanying notes to the financial statements

- 2 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Statements of Cash Flows

(expressed in Canadian dollars)

	December 31 2012			December 31 2011 (Unaudited)
Cash provided by (used in)
Operating Activities
Net loss for the year	$	(54,635,081	)	$	(69,547,354	)
Gold mine change in asset retirement obligation – Note 9		(1,448,000	)		2,214,067
Operating items not involving cash
Depreciation and amortization		199,036			7,459,801
Asset impairment charge		56,023,000			47,394,273
Deferred income and mining tax expense (recovery)		(4,264,000	)		3,057,000
Asset retirement costs		93,457			45,298
Stock based compensation and employee benefits		229,161			336,892
Interest expense		37,230			65,719
Gain on disposal of equipment		(434,900	)		(26,860	)
		(4,200,097	)		(9,001,164	)
Changes in non-cash working capital – Note 17 (a)		(3,855,193	)		(3,054,555	)
		(8,055,290	)		(12,055,719	)
Financing Activities
Common shares issued to NAP	$	38,532,751		$	—
Interest paid		(37,230	)		(65,719	)
Finance (repayment) of obligations under capital leases		(160,419	)		154,140
Advances (to)/from North American Palladium		(2,214,255	)		51,915,172
		36,120,847			52,003,593
Investing Activities
Additions to mining interests		(28,018,798	)		(37,900,976	)
Proceeds on disposal of mining interests		434,900			37,416
		(27,583,898	)		(37,863,560	)
Increase in cash and cash equivalents		481,659			2,084,314
Cash and cash equivalents, beginning of year		70,908			(2,013,406	)
Cash and cash equivalents, end of year	$	552,567		$	70,908

Supplementary information – Note 17 (b)

See accompanying notes to the financial statements

- 3 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Statements of Changes in Shareholders’ Equity

(expressed in Canadian dollars)

	Share		Accumulated			Contributed		Total
	capital		deficit			surplus		equity
Balance at January 1, 2011 (unaudited)	$	35,034,743	$	(36,245,990	)	$	27,750	$	(1,183,497	)
Stock based compensation:
Stock based compensation		397,749		—			—		397,749
Loss for the year		—		(69,547,354	)		—		(69,547,354	)
Balance at December 31, 2011 (unaudited)	$	35,432,492	$	(105,793,344	)	$	27,750	$	(70,333,102	)
Balance at January 1, 2012	$	35,432,492	$	(105,793,344	)	$	27,750	$	(70,333,102	)
Common shares issued
Shares issued to North American Palladium		38,532,751		—			—		38,532,751
Stock based compensation:
Stock based compensation		62,161		—			—		62,161
Loss for the year		—		(54,635,081	)		—		(54,635,081	)
Balance at December 31, 2012	$	74,027,404	$	(160,428,425	)	$	27,750	$	(86,373,271	)

- 4 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

1. NATURE OF OPERATIONS

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”) (the “Company”), a 100% wholly owned subsidiary of North American Palladium Ltd. (“NAP”) at December 31, 2012, is domiciled in Canada and was incorporated on May 10, 2006 under the Canadian Business Corporations Act. The Company is in the business of exploring and mining gold.

On March 22, 2013, NAP divested of its 100% interest in the Company through the disposal of all of the outstanding shares held by NAP to Maudore Minerals Ltd. (“Maudore”) and the Company changed its name to Aurbec Mines Inc. on April 17, 2013 (note 19).

At December 31, 2012, the Company’s primary assets are the Sleeping Giant mill and Vezza gold project, located in the Abitibi region in Quebec, Canada. The Company’s other Québec based properties consist of the Discovery, Flordin, Cameron Shear, Florence, Laflamme Gold, Dormex, Montbray and Harricana properties.

The financial statements have been prepared on a going concern basis which assumes the realization of the Company’s assets and settlement of the Company’s liabilities and obligations in the normal course of business. The Company has not yet generated any income or cash flows from operating activities. The Company incurred a loss for the year ended December 31, 2012 amounting to $54,635 (2011 - $69,547) and used cash from operating activities of $8,055 (2011 - $12,056), and as at December 31, 2012, had an accumulated deficit of $160,428 ($105,793 as at December 31, 2011). As at December 31, 2012, the Company’s current liabilities exceeded current assets in the amount of $96,971 ($105,267 as at December 31, 2011). The Company depends on its shareholder for financing, and as at December 31, 2012 had aggregate advances due to NAP of $104,113 with no fixed terms of repayment and, accordingly, such advances could be demanded for repayment. The Company’s ability to continue as a going concern is dependent upon continued support from the shareholder or the Company’s ability to access alternative sources of financing. These conditions represent material uncertainties that may cast significant doubt regarding the Company’s ability to continue as a going concern.

The carrying amounts of assets, liabilities, revenues and expenses presented in the financial statements have not been adjusted as may be required if the going concern assumption was not appropriate.

2. BASIS OF PRESENTATION

Statement of Compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), applicable to the preparation of these financial statements, including IAS 1 Presentation of Financial Statements.

These financial statements were authorized for issuance by the Board of Directors of Aurbec Mines Inc. on June 3, 2013.

Basis of Measurement

These financial statements have been prepared on the historical cost basis.

Functional and Presentation Currency

These financial statements are presented in Canadian dollars, which is the Company’s functional currency. All financial information is expressed in thousands of Canadian dollars, except share, tonnes per day and metal prices.

- 5 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

Use of Judgments and Estimates

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Significant estimates and assumptions relate to recoverability of mining operations and mineral exploration properties. While management believes that these estimates and assumptions are reasonable, actual results could vary significantly.

(a) Critical judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following note:

Note 9 – Asset retirement obligations and reclamation deposits

(b) Commencement of commercial production

The Company assesses the stage of its construction in progress to determine when it declares the start of commercial production. The criteria used to assess the start date are determined based on the unique nature of the project, such as the complexity of the project and its location. The Company considers various relevant criteria to assess when the project is substantially complete and ready for its intended use in the manner as intended by management. Then it will reclassify the assets from “mine development” to “property, plant, and equipment. Some of the criteria will include, but are not limited to the following:

• The level of capital expenditure compared to the construction cost estimates;

• Completion of a reasonable period of testing of the mine plant and equipment;

• Ability to produce concentrates in saleable form (without specifications);

• Ability to sustain ongoing production of minerals at a minimum 60% of its design capacity.

When the project moves into the production stage, the capitalization of certain mine development costs ceases and costs are either regarded as inventory or expensed, except for costs that qualify for capitalization relating to mining asset additions or improvements, mine development or mineable reserve development. It is also at this point that amortization commences.

(c) Key estimates and assumptions

Certain assumptions are dependent upon reserves, which represent the estimated amount of ore that can be economically and legally extracted from the Company’s properties. In order to estimate reserves, assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, transportation costs, commodity prices and exchange rates. Estimating the quantity and/or grade of reserves requires the size, shape and depth of ore bodies to be determined by analyzing geological data such as drilling samples. This process may require complex and difficult geological judgments to interpret the data. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Because the economic assumptions used to estimate reserves change from period to period and additional geological data is generated during the course of operations, estimates of reserves may change from period to period.

- 6 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

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

(i) Asset carrying values including mining interests may be affected due to changes in estimated future cash flows;

(ii) Depreciation and amortization charged in the statement of operations, comprehensive loss and deficit may change or be impacted where such charges are determined by the units of production basis, or where the useful economic lives of assets change;

(iii) Decommissioning, site restoration and environmental provisions may change where changes in estimated reserves affect expectations about the timing or cost of these activities; and (iv) The carrying value of deferred tax assets may change due to changes in estimates of the likely recovery of the tax benefits.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

Note 18 – Income taxes

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently for all periods presented in these financial statements, unless otherwise indicated.

Revenue

Revenue from the sale of gold-silver doré bars from Sleeping Giant is recognized when the significant risks and rewards of ownership have transferred to the buyer and selling prices are known or can be reasonably estimated.

As at the date of these financial statements, the Vezza project was not yet considered to be in commercial production, therefore revenues from the sale of gold and silver produced during the start-up phase has been subtracted from mine development costs that are being capitalized as part of the property, plant and equipment.

Gold and Supplies Inventories

Gold inventory are valued at the lower of average production cost (including an allocation of the depreciation of production related assets) and net realizable value. Gold inventory is comprised of unprocessed ore either in stockpiles or bins, unrecovered gold in either carbon or solution within the milling circuit, and gold-silver doré bars produced but not sold as at the reporting date. Supplies inventory is valued at the lower of average cost and net realizable value.

Mining Interests

(a) Recognition and measurement

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs on qualifying assets for which the commencement date for capitalization is on or after January 1, 2010. The Company capitalizes interest on major projects where direct indebtedness has occurred.

- 7 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or major components of property, plant and equipment.

Spare parts and servicing equipment are usually carried as inventory and recognized in profit or loss as consumed. However, major spare parts and stand-by equipment qualify as property, plant and equipment when the Company expects to use them during more than one period. Similarly, if the spare parts and servicing equipment can be used only in connection with an item of property, plant and equipment, they are accounted for as property, plant and equipment.

Exploration costs relating to properties are charged to earnings in the year in which they are incurred. When it is determined that a mining property can be economically developed as a result of reserve potential, subsequent exploration expenditures are capitalized. Determination as to reserve potential is based on the results of studies, which indicate whether production from a property is economically feasible. Upon commencement of commercial production of a development project these costs are amortized using the unit-of-production method over the proven and probable reserves. Capitalized exploration costs, net of salvage values, relating to a property that is later abandoned or considered uneconomic for the foreseeable future, are written off in the period the decision is made. No amortization is provided in respect of mine development expenditures until commencement of commercial production. Any production revenue earned prior to commercial production, net of related costs, is offset against the development costs.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net within other income in profit or loss.

(b) Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognized at the carrying amount of the item if it is probable that the future economic benefits embodied within the item will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.

(c) Depreciation and amortization

Mining interests relating to plant and equipment, mining leases and claims, royalty interests, and other development costs are recorded at cost with depreciation and amortization provided on the unit-of-production method over the estimated remaining ounces of gold to be produced based on the proven and probable reserves.

Mining interests relating to small vehicles and certain machinery with a determinable expected life are recorded at cost with depreciation provided on a straight-line basis over their estimated useful lives, ranging from three to seven years, which most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Straight-line depreciation is calculated over the depreciable amount, which is the cost of an asset, less its residual value.

Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately using the unit-of-production or straight-line method as appropriate. Costs relating to land are not amortized.

Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

- 8 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

Financial Instruments

(a) Non-derivative financial assets

The Company initially recognizes loans and receivables and deposits on the date they originated. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Financial instruments are measured on initial recognition at fair value plus, in the case of instruments other than those classified as “fair value through profit and loss”, directly attributable transaction costs.

The Company has the following non-derivative financial assets: financial assets at fair value through profit or loss and loans and receivables.

A financial asset is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. These financial instruments are measured at fair value, and changes therein are recognized in the Consolidated Statements of Operations and Comprehensive Loss.

Financial assets classified as loans and receivables are measured subsequent to initial recognition at amortized cost using the effective interest method, less any impairment losses. The Company’s loan and receivables are included in other assets. Cash and cash equivalents are stated at fair value and include cash on account less outstanding cheques, demand deposits and short-term guaranteed investments with original maturities of three months or less.

(b) Non-derivative financial liabilities

The Company initially recognizes debt securities issued and subordinated liabilities on the date they originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired. Financial assets and liabilities are offset and the net amount presented in the consolidated balance sheet when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The Company has the following non-derivative financial liabilities: long-term debt, finance leases, loans and borrowings, bank overdrafts, and trade and other payables.

Such financial liabilities are designated initially at fair value through profit or loss, and recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are designated at amortized cost and are measured at amortized cost using the effective interest method.

Impairment

The carrying amounts of the Company’s non-financial assets, excluding inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. Impairment is assessed at the level of cash-generating units (“CGUs”). An impairment loss is recognized in the Statement of Operations and Comprehensive Loss for any excess of carrying amount over the recoverable amount.

Impairment is determined for an individual asset unless the asset does not generate cash inflows that are independent of those generated from other assets or groups of assets, in which case, the individual assets are grouped together into CGUs for impairment purposes.

- 9 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

The recoverable amount of an asset or CGU is the greater of its “value in use” and its “fair value less costs to sell”. In assessing value in use, estimated future cash flows expected to arise from the continuing use and ultimate disposal of the asset or CGU are discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is recognized in the Statement of Operations and Comprehensive Loss if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss on non-financial assets other than goodwill is reversed if there has been a change in the estimates used to determine the recoverable amount, only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of amortization, if no impairment loss had been recognized.

Compensation Agreements

Share-based payment transactions

The grant date fair value of equity-classified share-based payment awards granted to employees is recognized as an employee expense, over the period that the employees unconditionally become entitled to the awards and a corresponding payable to NAP. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.

Share-based payment arrangements in which the Company receives goods or services as consideration for equity instruments of NAP are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Company.

Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

(a) Production Obligations

A provision for an obligation based on achieving specific production targets is recognized when the Company, based on estimates of recoverable minerals and planned production in the current mine plan for each property, determines the production target expected to be achieved.

(b) Asset Retirement Obligations

In accordance with Company policies, asset retirement obligations relating to legal and constructive obligations for future site reclamation and closure of the Company’s mine sites are recognized when incurred and a liability and corresponding asset are recorded at management’s best estimate. Estimated closure and restoration costs are provided for in the accounting period when the obligation arising from the related disturbance occurs.

- 10 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

The amount of any liability recognized is estimated based on the risk-adjusted costs required to settle present obligations, discounted using a pre-tax risk-free discount rate consistent with the time period of expected cash flows. When the liability is initially recorded, a corresponding asset retirement cost is recognized as an addition to mining interests and amortized using the unit of production method.

The liability for each mine site is accreted over time and the accretion charges are recognized as a finance cost in the Statement of Operations and Comprehensive Loss. The liability is subject to re-measurement at each reporting date based on changes in discount rates and timing or amounts of the costs to be incurred. Changes in the liability, other than accretion charges, relating to mine rehabilitation and restoration obligations, which are not the result of current production of inventory, are added to or deducted from the carrying value of the related asset retirement cost in the reporting period recognized. If the change results in a reduction of the obligation in excess of the carrying value of the related asset retirement cost, the excess balance is recognized as a recovery through profit or loss in the period.

Foreign Currency Translations

The reporting and functional currency of the Company is the Canadian dollar. Accordingly, the Company translates monetary assets and liabilities denominated in foreign currency at the rate of exchange prevailing at the balance sheet dates, non-monetary assets and liabilities denominated in foreign currency at the rate in effect at the date the transaction occurred and revenues and expenses denominated in foreign currency at the exchange rate in effect during the applicable accounting period. All resulting foreign exchange gains and losses are recorded in the Statement of Operations and Comprehensive Loss.

Income and mining taxes

Income tax expense is comprised of current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences:

(i) the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

(ii) temporary differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and

(iii) temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income or mining taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

- 11 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Adoption of New Accounting Standards

The following new accounting standards have been adopted by the Company.

IFRS 7 Financial Instruments: Disclosures

The amendments to IFRS 7 require disclosure of information that enables users of financial statements to understand the relationship between transferred financial assets that are not derecognized in their entirety and the associated liabilities; and to evaluate the nature of, and risks associated with, the entity’s continuing involvement in derecognized financial assets. This update is effective for years beginning on or after July 1, 2011. Where applicable, disclosures in these financial statements have been prepared in accordance with the Company’s adoption of this standard.

New standards and interpretations not yet adopted

The following new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2012 or have otherwise not yet been adopted by the Company. The Company is evaluating the impact, if any, of the adoption of the standards will have on the disclosures in the Company’s financial statements:

IFRS 9 Financial Instruments: Classification and Measurement

This is the first part of a new standard on classification and measurement of financial assets that will replace IAS 39, Financial Instruments: Recognition and Measurement. IFRS 9 has two measurement categories: amortized cost and fair value. All equity instruments are measured at fair value. A debt instrument is at amortized cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise, it is at fair value through profit or loss. An update to IFRS 9 includes guidance on financial liabilities and derecognition of financial instruments. This standard and the related update are effective for years beginning on or after January 1, 2015. This amendment is presently not expected to impact the financial statements of the Company.

IAS 1 Presentation of Financial Statements

This standard is amended to change the disclosure of items presented in other comprehensive income (“OCI”), including a requirement to separate items presented in OCI into two groups based on whether or not they may be recycled to profit or loss in the future. The amendment is effective for reporting years beginning on or after July 1, 2012. This amendment is presently not expected to impact the financial statements of the Company.

IAS 19 Employee Benefits

The standard is amended to reflect significant changes to recognition and measurement of defined benefit pension expense and termination benefits, and provides expanded disclosure requirements. The amendment is effective for annual periods beginning on or after January 1, 2013. This amendment is presently not expected to impact the financial statements of the Company.

IAS 32 Financial Instruments: Presentation

This standard is amended to clarify requirements for offsetting of financial assets and financial liabilities. The amendment is effective for annual periods beginning on or after January 1, 2014. Management is evaluating the impact, if any, the adoption of this amendment to IAS 32 will have on the disclosures in its financial statements.

- 12 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

New Standards Addressing the Scope of a Reporting Entity

The following IFRS standards are introduced and IAS standards amended accordingly, for which the Company is evaluating the impact, if any, adoption of the standards will have on the disclosures in the Company’s financial statements:

IFRS 10 Consolidated Financial Statements

This standard replaces the guidance on control and consolidation in IAS 27, Consolidated and Separate Financial Statements, and SIC-12, Consolidation – Special Purpose Entities. IFRS 10 changes the definition of control under IFRS so that the same criteria are applied to all entities to determine control.

IFRS 11 Joint Arrangements

This standard replaces IAS 31, Interests in Joint Ventures. IFRS 11 reduces the types of joint arrangements to two: joint ventures and joint operations. IFRS 11 requires the use of equity accounting for interests in joint ventures, eliminating the existing policy choice of proportionate consolidation for jointly controlled entities under IAS 31. Entities that participate in joint operations will follow accounting much like that for jointly controlled assets and jointly controlled operations under IAS 31.

IFRS 12 Disclosures of Interests in Other Entities

This standard sets out the disclosure requirements for entities reporting under IFRS 10 and IFRS 11, and replaces the disclosure requirements currently found in IAS 28, Investments in Associates.

IAS 27 Consolidated and Separate Financial Statements

This standard is renamed “Separate Financial Statements” and deals solely with separate financial statements, the guidance for which remains unchanged.

All above standards and amendments are effective for reporting years beginning on or after January 1, 2013.

IFRS 13 Fair Value Measurement

The new standard provides a single source of guidance on how to measure fair value where its use is already required or permitted by other IFRS and enhances disclosure requirements for information about fair value measurements. The standard is effective for reporting years beginning on or after January 1, 2013. The Company is currently evaluating the impact of adoption on the financial statements.

IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine

On October 20, 2011, the IASB issued a new interpretation, IFRIC 20, to address accounting issues regarding waste removal costs incurred in surface mining activities during the production phase of a mine, referred to as production stripping costs. The new interpretation addresses the classification and measurement of production stripping costs as either inventory or as a tangible or intangible non-current ‘stripping activity asset’. The standard also provides guidance for the depreciation or amortization and impairment of such assets.

IFRIC 20 is effective for reporting years beginning on or after January 1, 2013, although earlier application is permitted. This amendment is presently not expected to impact the financial statements of the Company, since the Company has been operating underground mine or project.

- 13 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

4. INVENTORIES

Inventories consist of the following:

	2012		2011
			(Unaudited)
Supplies	$	1,727	$	1,441
Stockpiles		1,167		1,765
Gold in circuit		2,655		2,404
Finished gold		1,708		2,094
	$	7,257	$	7,704

Gold inventory is comprised of unprocessed ore either in stockpiles or bins, unrecovered gold in either carbon or solution within the milling circuit, and gold-silver doré bars produced but not sold as at the reporting date.

Supplies inventory of $1,142 (2011 - $3,732) were utilized during the year ended December 31, 2012.

5. OTHER ASSETS

Other assets consist of the following:

	2012		2011
			(Unaudited)
Prepaids	$	264	$	314
GST and QST receivable		492		2,503
Other		14		24
	$	770	$	2,841

- 14 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

6. MINING INTERESTS AND PROPERTY, PLANT AND EQUIPMENT

(a) Mining interests and Property, Plant and Equipment are comprised of the following:

	Plant and equipment			Underground mine development		Equipment under finance lease			Mining leases and claims, royalty interest and development		Exploration properties		Total
Cost or deemed cost
Balance at January 1, 2011 (unaudited)	$	9,688		$	38,877	$	26		$	1,000	$	21,873	$	71,464
Revaluation of asset retirement obligation (“ARO”) assets		21			—		—			—		—		21
Additions		2,134			6,981		274			—		28,512		37,901
Disposals		(22	)		—		—			—		—		(22	)
Balance at December 31, 2011 (unaudited)	$	11,821		$	45,858	$	300		$	1,000	$	50,385	$	109,364
Balance at January 1, 2012	$	11,821		$	45,858	$	300		$	1,000	$	50,385	$	109,364
Revaluation of ARO assets		483			—		—			—		—		483
Additions		744			68		609			—		26,665		28,086
Balance at December 31, 2012	$	13,048		$	45,926	$	909		$	1,000	$	77,050	$	137,933
Depreciation and impairment losses
Balance at January 1, 2011 (unaudited)	$	2,920		$	6,848	$	6		$	314	$	—	$	10,088
Depreciation for the period		2,134			5,101		79			146		—		7,460
Impairment loss (Reversal)		1,674			33,567		—			480		11,673		47,394
Disposals		(11	)		—		—			—		—		(11	)
Balance at December 31, 2011 (unaudited)	$	6,717		$	45,516	$	85		$	940	$	11,673	$	64,931
Balance at January 1, 2012	$	6,717		$	45,516	$	85		$	940	$	11,673	$	64,931
Depreciation for the period		160			22		17			—		—		199
Impairment loss (Reversal)		—			—		—			—		56,023		56,023
Reclassifications		12			—		(60	)		60		55		67
Balance at December 31, 2012	$	6,889		$	45,538	$	42		$	1,000	$	67,751	$	121,220
Carrying value December 31, 2011 (unaudited)	$	5,104		$	342	$	215		$	60	$	38,712	$	44,433
Carrying value December 31, 2012	$	6,159		$	388	$	867		$	—	$	9,299	$	16,713

- 15 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

(b) Asset impairment charge

At December 31, 2012, the Company tested its gold assets for impairment using the fair value of the expected purchase consideration less cost to sell as the recoverable amount. In performing the impairment test, the Company concluded that the recoverable amount of the gold assets was lower than the carrying value. As a result, the Company has recognized an impairment loss of $56,023 million for the year ended December 31, 2012.

The Company announced on January 17, 2012 that it was discontinuing production at the Sleeping Giant mine.

After reviewing various mining scenarios, the Company concluded that mining would likely continue at high costs given the lack of grade continuity, with insufficient operating margin to justify continuing operations. The Company has therefore ceased mining operations at Sleeping Giant, resulting in a non-cash impairment charge on its gold assets of $47,394 for the year ended December 31, 2011.

(c) Impairment assessments

The following outlines the Company’s methodology in assessing impairments and determining recoverable amounts, as necessary in accordance with the Company’s impairment accounting policy.

Existing mining interests

The Company reviews mining plans for the remaining life of each property to determine the value of its existing mining properties, related assets, and cash-generating units. Future cash flows are estimated based on quantities of recoverable minerals, production levels, and cash cost of production and capital and reclamation expenditures, all based on detailed life-of-mine plans and projections. The term “recoverable minerals” refers to the estimate of recoverable production from measured, indicated and inferred mineral resources that are considered economically mineable and are based on management’s confidence in converting such resources to proven and probable reserves. Also, future cash flows are taking into consideration expected gold, and other commodity prices (silver) and expected foreign exchange rates (considering current, historical and expected future prices and foreign exchange rates and related factors). The estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Significant changes in mine plans can occur as a result of mining experience, new discoveries, changes in mining methods and rates, process changes, investments in new equipment and technology and other factors. The Company reviews its accounting estimates and adjusts these estimates based on recoverable minerals determined by the Company in the current mine plan. Assumptions underlying future cash flow estimates are subject to risk and uncertainty. Any differences between significant assumptions and market conditions such as metal prices, exchange rates, recoverable metal, and/or the Company’s operating performance could have a material effect on the Company’s ability to recover the carrying amounts of its long-lived assets resulting in possible additional impairment charges.

- 16 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are comprised of:

	2012		2011
			(Unaudited)
Accounts payable	$	3,324	$	8,771
Accrued liabilities		2,584		3,413
Accounts payable and accrued liabilities	$	5,908	$	12,184

8. PROVISIONS

In conjunction with the acquisition of the assets of Sleeping Giant in 2009 from “Iamgold-Québec Management Inc.”, the Company assumed an obligation in the amount of $1.0 million, payable in cash or by the issuance of common shares of NAP, upon achieving a specified production target of 300,000 milled tons of ore at Sleeping Giant mill. Based on production results, the Company achieved the production target in the last quarter of 2012. Settlement occurred in the first quarter of 2013 by the issuance of shares from NAP.

9. ASSET RETIREMENT OBLIGATIONS

At December 31, 2012, the asset retirement and the related mine restoration deposit are as follows:

	2012
Asset retirement obligation, beginning of the year	$	6,976
Change in discount rate and estimated closure costs		483
Asset retirement change in the provision		(1,448	)
Accretion expense		94
Asset retirement obligation, end of the year	$	6,105

Property	Expected timing of cash flows		Asset retirement obligation (discounted)		Mine closure plan requirement		Letter of credit outstanding		Undiscounted asset retirement obligation
Sleeping Giant mill1		2021	$	4,982	$	1,920	$	1,880	$	5,803
Sleeping Giant mine1		2013		668		—		—		668
Vezza gold project1		2021		455		—		—		533
			$	6,105	$	1,920	$	1,880	$	7,004

¹  The mine closure plan requirement and the letter of credit outstanding for the Sleeping Giant mill are inclusive of the requirements for the Sleeping Giant mine and the Vezza gold project.

- 17 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

Asset retirement obligations are comprised of the following as at December 31, 2011 (unaudited):

Property	Expected timing of cash flows		Asset retirement obligation (discounted)		Mine closure plan requirement		Letter of credit outstanding		Undiscounted asset retirement obligation
Sleeping Giant mill1		2021	$	4,426	$	1,920	$	1,769	$	5,360
Sleeping Giant mine1		2012		2,116		—		—		1,448
Vezza gold project1		2021		434		—		—		533
			$	6,976	$	1,920	$	1,769	$	7,341

¹  The mine closure plan requirement and the letter of credit outstanding for the Sleeping Giant mill are inclusive of the requirements for the Sleeping Giant mine and the Vezza gold project.

The key assumptions applied for determination of the ARO obligation are as follows as at:

	At December 31 2012		At December 31 2011
			(Unaudited)
Inflation		2.00		2.00
Market risk		5.00		5.00
Discount rate		1.71		1.93

The asset retirement obligation may change materially based on future changes in operations, costs of reclamation and closure activities, and regulatory requirements. During 2012, the mine closure obligations for the Sleeping Giant mine and Vezza Gold Project were revised to reflect the Company’s most current closure cost estimates, expected mine lives and market rate assumptions.

10. LEASES

At the respective reporting dates, the Company was party to the following lease arrangements:

FINANCE LEASES (OBLIGATIONS UNDER FINANCE LEASES)

The Company leases equipment under a number of finance lease agreements. Some leases provide the Company with the option to purchase the equipment at a beneficial price. The leased equipment secures the lease obligations.

The following is a schedule of future minimum lease payments under finance leases together with the present value of the net minimum lease payments at each reporting date:

	December 31, 2012						December 31, 2011 (Unaudited)
	Future minimum lease payments		Interest		Present value of minimum lease payments		Future minimum lease payments		Interest		Present value of minimum lease payments
Less than one year	$	51	$	1	$	50	$	194	$	4	$	190
Between one and five years		12		1		11		30		2		28
	$	63	$	2	$	61	$	224	$	6	$	218
Less current portion						50						190
					$	11					$	28

- 18 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

OPERATING LEASES

The Company, from time to time, enters into leasing arrangements for production and other equipment under a number of operating leases. These leases are generally short-term in nature and subject to cancellation clauses. The Company periodically reviews the nature of these leases to identify if there have been any significant changes to the terms and use of the items under operating lease which would require reclassification as a finance lease. Such changes are considered to indicate a renewal of the lease terms and the reclassification is applied prospectively from the date the revised lease terms become effective.

The following schedule provides the future minimum lease payments under non-cancellable operating leases outstanding at each of the reporting dates:

	At December 31 2012		At December 31
			2011
			(Unaudited)
Less than one year	$	1,239	$	680
Between one and five years		2,625		289
More than five years		—		—
	$	3,864	$	969

The total minimum lease payments recognized in expense during each of the stated year end periods are as follows:

	At December 31		At December 31
	2012		2011
			(Unaudited)
Minimum lease payments expensed	$	1,381	$	634

11. RELATED PARTY TRANSACTIONS

Transactions with key management personnel

Key management personnel compensation

The Company provides non-cash benefits to members of key management.

Summary of key management personnel compensation

	December 31 2012		December 31
			2011
			(Unaudited)
Short-term employee benefits	$	1,211	$	1,282
Share-based payments		62		398
	$	1,273	$	1,680

- 19 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

Transactions with the other related parties

During the year, the Company entered into the following transactions:

	December 31 2012			December 31
				2011
				(Unaudited)
Advance to NAP	$	(66,180,386	)	$	(14,470,510	)
Advance from NAP		65,410,753			64,824,571
Repayment of advance to NAP		(1,769,000	)		—
Re-invoicing for professional fees from NAP		(407,442	)		(619,456	)
Re-invoicing for professional fees to NAP		43,132			2,250
Acquisition of equipment from related companies1		(755,418	)		—
Re-invoicing for professional fees to related companies		1,781			2,850

Advances from NAP are non interest bearing with no specific terms of repayment.

¹ Related companies consist of Lac des Iles Mine Ltd. (“LDI”), which is a 100% wholly-owned subsidiary of the Company’s parent company, NAP. As the two companies are subject to common control by its parent, LDI is considered a related party.

12. FINANCIAL INSTRUMENTS

The Company has exposure to the following risks from its use of financial instruments: credit risk, market risk, currency risk, interest rate risk, commodity price risk and liquidity risk.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s exposure arises principally from its short term interest bearing deposits. Historically, the Company has not experienced any losses related to individual customers. The Company invests its cash, and cash equivalents primarily with a major Canadian bank.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

	December 31 2012		December 31
			2011
			(Unaudited)
Cash and cash equivalents	$	553	$	71
	$	553	$	71

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of currency, interest rate, and commodity price risks.

- 20 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

(a) Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk is related to the portion of the Company’s business transactions denominated in currencies other than Canadian dollars. The Company is exposed to fluctuations in exchange rates due to certain of its foreign based suppliers. The Company’s primary exposure is based upon the movements of the US dollar against the Canadian dollar. The Company’s foreign exchange risk management includes, from time to time, the use of foreign currency forward contracts to fix exchange rates on certain foreign currency exposures. The Company had not entered into any foreign exchange contracts in 2012 or 2011.

(b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not enter into derivative financial instruments for speculative purposes. It is exposed to interest rate risk due to variable rates applied to certain capital leases. The Company does not hold any specific hedging instruments, nor does it hold any short term investments that would be significantly impacted from fluctuations in interest rates.

Management does not currently have borrowings or short term investments subject to variable interest rates and therefore, has not provided a sensitivity analysis of this impact on net earnings.

(c) Commodity price risk

Commodity price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in commodity prices. The Company is particularly exposed to fluctuations in commodity prices from its sale of metals. From time to time the Company may enter into forward commodity sales contracts to hedge the effect on revenues of changes in the price of metals it produces. Gains and losses on derivative financial instruments used to mitigate metal price risk are recognized in revenue from metal sales over the term of the hedging contract. There were no outstanding derivative contracts for commodities outstanding as at December 31, 2012, 2011 and January 1, 2010.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to monitor the timing of sales and receivables, to ensure sufficient cash flows are generated from operations to meet the current debt requirements. Where insufficient liquidity may exist, the Company may pursue various debt and equity instruments for short or long term financing of its operations.

The table below analyzes the Company’s financial liabilities which will be settled into relevant maturity groupings based on the remaining balances at December 31, 2012 to the contractual maturity date.

	Total		In less than 1 year		Between 1 year and 5 years		More than 5 years
Accounts payable and accrued liabilities	$	5,908	$	5,908	$	—	$	—
Advances from NAP	$	104,113	$	104,113

Management monitors cash flow, in detail, on a daily basis, monthly through month-end reporting, quarterly through forecasting and yearly through the budget process.

- 21 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

Fair Values

The Company’s financial assets and liabilities consist of cash and cash equivalents, accounts payable and accrued liabilities, obligations under finance leases and advances from NAP.

Cash and cash equivalents are stated at fair value. The carrying value of accounts payable and accrued liabilities approximate their fair values due to the immediate or short-term maturity of these financial instruments.

The fair value of the obligations under capital leases approximate their carrying value due to the interest rate implicit in the leases approximating interest rates available at this time for similar lease terms.

The table below details the assets and liabilities measured at fair value at December 31, 2012.

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Aggregate Fair Value
Cash and cash equivalents	$	553	$	—	$	—	$	553
	$	553	$	—	$	—	$	553

The fair value of advances from NAP approximate the carrying value since the advances are non-interest bearing and have no fixed repayment terms.

13. CAPITAL DISCLOSURE

The Company’s objective is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

Management defines capital as the Company’s total shareholders’ equity and any advances from NAP. The board of directors does not establish quantitative return on capital criteria for management but rather promotes year over year sustainable profitable growth.

In order to maintain or adjust the capital structure, the Company may issue new shares, issue new debt or replace existing debt with different characteristics.

There were no changes in the Company’s approach to capital management during the year. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

14. COMMITMENTS

Operating Leases and Other Purchase Obligations

Operating leases and other purchase obligations have been disclosed in note 10.

- 22 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

15. REVENUE FROM METAL SALES

	Total		Gold		Silver
2012
Year ended December 31
Revenue	$	3,004	$	2,919	$	85
2011
Year ended December 31 (Unaudited)
Revenue	$	26,812	$	25,803	$	1,009

Although the Company sells its refined metals to a limited number of customers, it is not economically dependent upon any one customer as there are other markets throughout the world for the Company’s metals.

16. CONTINGENCIES

From time to time, the Company is involved in litigation, investigations, or proceedings related to claims arising out of its operations in the ordinary course of business. At December 31, 2012, there were no current claims and lawsuits in the aggregate, even if adversely settled, that would have a material effect on the Company’s financial statements.

17. STATEMENT OF CASH FLOWS

(a) The net changes in non-cash working capital balances related to operations are as follows:

	December 31 2012			December 31
				2011
				(Unaudited)
Cash provided by (used in):
Taxes receivable	$	(98	)	$	(3,991	)
Inventories and stockpiles		448			110
Other assets		2,071			(1,995	)
Accounts payable and accrued liabilities		(6,276	)		2,821
	$	(3,855	)	$	(3,055	)

(b) During 2012, the Company acquired $669 (2011 - $218) of equipment by means of finance leases.

- 23 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

18. INCOME TAXES

Rate reconciliation

The provision for income and mining taxes differs from the amount that would have resulted by applying the combined Canadian Federal and Quebec statutory income tax rates of approximately 26.9% (2011 – 28.4%):

	December 31 2012			December 31
				2011
				(Unaudited)
Income tax expense (recovery) using statutory income tax rates	$	(15,962	)	$	(19,418	)
Increase (decrease) in taxes resulting from:
Change in unrecognized temporary differences		15,864			19,343
Statutory permanent differences		98			75
Quebec mining duties		(4,704	)		1,282
Other		—			(107	)
Income and mining tax expense	$	(4,704	)	$	1,175

Components of income tax expense

The details of the Company’s income and mining tax expense (recovery) are as follows:

	December 31 2012			December 31
				2011
				(Unaudited)
Current income tax expense (recovery):
Income taxes	$	—		$	(107	)
Mining taxes		(440	)		(1,775	)
Deferred income tax expense (recovery):
Mining taxes		(4,264	)		3,057
Total	$	(4,704	)	$	1,175

Deferred tax liabilities

The following table summarizes the components of deferred income and mining tax:

	December 31 2012		December 31
			2011
			(Unaudited)
Deferred mining tax liabilities
Mining interest and Property, Plant and Equipment	$	—	$	(4,264	)
Deferred tax liabilities, net	$	—	$	(4,264	)

The following table summarizes the movement in deferred tax liabilities:

	December 31 2012			December 31
				2011
				(Unaudited)
Balance at the beginning of the year	$	(4,264	)	$	(1,207	)
Recognized in loss and comprehensive loss		4,264			(3,057	)
Balance at the end of the year	$	—		$	(4,264	)

- 24 -

Aurbec Mines Inc. (formerly “NAP Quebec Mines Ltd.”)

Notes to the Financial Statements

for the years ended December 31, 2012 and December 31, 2011

(expressed in thousands of Canadian dollars, except metal prices)

(information as at December 31, 2011 and for the year then ended and as at January 1, 2010 is unaudited)

Unrecognized deferred tax assets

Deferred income and mining tax assets have not been recognized in respect of the following items:

	December 31 2012		December 31
			2011
			(Unaudited)
Loss carryforwards	$	15,175	$	12,849
Deductible temporary differences, income taxes	$	12,052	$	2,745
Deductible temporary differences, mining taxes	$	5,358	$	2,891

The tax losses not recognized expire as per the amount and years noted below. The deductible temporary differences do not expire under current tax legislation. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

Income tax attributes

As at December 31, 2012, the Company had the following approximate income tax attributes to carry forward:

	Amount		Expiry Date
Non-capital losses	$	56,411		2026 - 2032
Undepreciated capital cost allowance	$	9,404		Indefinite
Tax basis of mineral interests	$	40,320		Indefinite
Tax basis of mineral interests, successored1	$	5,690		Indefinite

¹  Deductibility is restricted to income from specific mineral interests

19. SUBSEQUENT EVENTS

On March 22, 2013, NAP divested of its 100% interest in the Company through the disposal of all of the outstanding shares held by NAP to Maudore and the Company changed its name to Aurbec Mines Inc. Consideration received by NAP in exchange for the 100% interest in the Company included $18,000 cash and 1.5 million common shares of Maudore Minerals Ltd.

The purchase consideration was adjusted dollar for dollar for the net realizable value of the in-circuit precious metals inventory at the Sleeping Giant Mill at the date of the sale. This in-circuit precious metals inventory amount, which was agreed to be equal to $1,800, is to be paid to NAP half on or before September 22, 2013 and the remainder on or before March 22, 2014.

Finally, the purchase consideration includes a provision for future settlement of amounts relating to gold contained in the liners at the Sleeping Giant mill. The valuation of the settlement amount is contingent upon future determination of gold content, pricing and foreign exchange at the time the liners are changed. Management estimates that the total payment should not exceed $100.

- 25 -

EX-2.11

Exhibit 2.11

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Maudore Minerals Ltd.

2000 Peel Street

Suite 620

Montreal, Quebec

Canada, H3A 2W5

2. Date of Material Change

October 15, 2013

3. News Release

A news release (the “News Release”) was issued by Maudore Minerals Ltd. (“Maudore” or the “Company”) (MAO: TSX-Venture; MAOMF: US OTC; M6L Frankfurt Exchange) through CNW Telbec on October 15, 2013. A copy of the News Release is attached hereto as Appendix A and forms a part of this material change report.

4. Summary of Material Change

Maudore announced on October 15, 2013 that agreements have been signed for the consensual restructuring of current debts owed to Cyrus Capital Partners (“Cyrus”), in its capacity as a manager to FBC Holdings S.à.r.l (“FBC”), as well as with the major unsecured creditors at both Maudore and its operating subsidiary Aurbec Mines Inc. (“Aurbec”).

The Maudore agreement covers $2.36 million of trade credit, of which approximately $300 thousand is to be repaid by November 30, 2013, with the balance due on October 30, 2014.

The Aurbec agreement covers $4.33 million of trade credit, of which approximately $562 thousand is to be repaid by November 30, 2013, and a further $562 thousand is to be repaid by April 30, 2014, for a total reduction of $1.12 million. The balance will be due on October 31, 2014. The Aurbec trade creditors will be granted a first ranking charge on Aurbec’s rights and claims in respect of its Vezza Project (“Vezza Hypothec”) to secure any outstanding balance until repaid. In consideration for the Vezza hypothec and the payments by Aurbec, Entrepreneur Minier Promec Inc. has agreed to discharge an existing hypothec which it registered on August 15, 2013 and has agreed to seek the withdrawal or dismissal of the bankruptcy petition filed against the Company on August 27, 2013 (the Maudore agreement and Aurbec agreement are collectively referred to herein as the “Standstill Agreements”).

Maudore also received, and its board of directors (the “Board”) has approved, a non-binding consensual restructuring term sheet proposal (“Term Sheet”) from Cyrus, in its capacity as a manager to FBC, which provides for the restructuring of certain debt arrangements of the Company, including:

• A new liquidity facility of up to $6 million (“Liquidity Facility”) bearing interest at 15% payable quarterly in arrears in cash which matures one year following closing;

• One year of interest expense deferral in the amount of $2.984 million to be replaced by $2.984 million of 5% convertible debentures (“5% Convertible Debentures”) with a three year maturity, convertible into 24,870,313 common shares of the Company (“Shares”);

• A $725 thousand commitment to subscribe for a proportionate share of a $4.72 million rights offering by the Company (“Rights Offering”); and

• The release of the interest escrow account with the net proceeds to be applied to reduce the current term loan owing to FBC to $19.2 million; and

• Fees relating to the facilities totalling 9,078,000 Shares (“Fee Shares”).

The Board received an opinion from Clarus Securities Inc. (“Clarus”) regarding the terms and conditions of the Term Sheet stating that it is fair to Maudore, from a financial point of view.

Maudore also announced that it intends to file a prospectus for the Rights Offering. Each right (a “Right”) issued to existing shareholders under the Rights Offering will entitle the holder to purchase one additional Share for each Share held at a price per Share of $0.10. The offering will be subject to approval by the TSX Venture Exchange (“TSXV”) and other appropriate regulators. In addition to Cyrus’ commitment to exercise its Rights under the Right Offering as a manager to FBC, outlined above, certain members of senior management have agreed to subscribe for all of their Rights plus such additional Rights that may not be taken up, to an aggregate of $300 thousand.

5. Full Description of Material Change

In addition to the information included in the news release attached hereto, the following disclosure is required under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

(a) A description of the transaction and its material terms:

Maudore announced on October 15, 2013, that it has received, and the Board has approved, the Term Sheet from Cyrus, in its capacity as a manager to FBC, which provides for the restructuring of certain debt arrangements of the Company, including:

• The new Liquidity Facility, which matures one year following closing;

• One year of interest expense deferral in the amount of $2.984 million to be replaced by $2.984 million of 5% Convertible Debentures, convertible into 24,870,313 Shares;

• A $725 thousand commitment to subscribe for a proportionate share of the Rights Offering;

• The release of the interest escrow account with the net proceeds to be applied to reduce the current term loan owing to FBC to $19.2 million; and

• The issuance of 9,078,000 Fee Shares.

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(b) The purpose and business reasons for the transaction:

Maudore believes that the execution of the Standstill Agreements, the completion of the restructuring, the new financing, and the Rights Offering set out in the Term Sheet will allow the Company to focus its attention on the Sleeping Giant project, including its existing mining operations and future developments.

(c) The anticipated effect of the transaction on the issuer’s business and affairs:

See Item 5(b), above.

(d) A description of:

(i) The interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

As at the date hereof, FBC currently holds 7,252,505 Shares, representing 15.36% of Maudore’s issued and outstanding Shares, and 880,000 warrants, each of which are exercisable into one Share at an exercise price of $1.08 per Share and 2,747,252 warrants, each of which are exercisable into one Share at an exercise price of $1.13 per Share. Assuming the exercise of all of the Company’s warrants which are currently exercisable, FBC would hold 19.48% of the Shares, on a diluted basis.

As the result of the above holdings FBC is a “related party” of Maudore pursuant to MI 61-101.

(ii) The anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person referred to in subparagraph (i) for which there would be a material change in that percentage

Assuming the conversion of the 5% Convertible Debentures into 24,870,313 Shares and depending on the aggregate amount of Shares subscribed for in the Rights Offering and the other transactions contemplated in the Term Sheet, FBC may hold following the completion of the transactions contemplated in the Term Sheet, between 37.75% to 51.98% of the Shares outstanding on a diluted basis.

(e) A discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee

On October 14, 2013, the Board met to consider the Term Sheet and determined that the transactions contemplated therein are reasonable and in the best interests of Maudore, given Maudore’s current financial situation. The Board also received an opinion from Clarus regarding the terms and conditions of the Term Sheet stating that it is fair to Maudore, from a financial point of view.

The Board further determined that Maudore satisfies the requirements of, and ought to rely on, certain exemptions available under MI 61-101 with respect to minority shareholder approval and valuation requirements, as described in more detail in Item 5(i) below.

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(f) A summary, in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction

Not applicable, see Item 5(i) below.

(g) Disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter or is otherwise to the transaction (i) that has been made in the 24 months before the date of the material change report, and (ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer

Not applicable.

(h) The general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

See Item 5(a), above.

(i) Disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7, respectively, of MI 61-101, and the facts supporting reliance on the exemptions

FBC is a “related party” to Maudore. As a result, the entering into of the transactions contemplated in the Term Sheet, including the Liquidity Facility and the issuance of the 5% Convertible Debentures and Fee Shares, are “related party transactions” pursuant to MI 61-101.

As related party transactions, MI 61-101 requires the Company to obtain minority shareholder approval (the “Shareholder Approval Requirement”) with respect to the Liquidity Facility and the issuance of the 5% Convertible Debentures and Fee Shares and a formal valuation (the “Valuation Requirement”) with respect to the 5% Convertible Debentures and Fee Shares.

The Company is relying on the financial hardship exemption from the Shareholder Approval Requirement and Valuation Requirement contained in subsections 5.5(g) and 5.7(1)(e) of MI 61-101 with respect to the entering into of the Liquidity Facility and the issuance of the 5% Convertible Debentures and Fee Shares, on the basis that:

(i) Maudore is in serious financial difficulty;

(ii) The transactions contemplated in the Term Sheet are designed to improve the financial position of Maudore; and

(iii) The Board, consisting entirely of directors who are independent of Cyrus and FBC, acting in good faith, have determined that sub paragraphs (i) and (ii) above apply, and the terms of the Term Sheet are reasonable in the circumstances of Maudore.

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(j) If the issuer files a material change report less than 21 days before the expected date of the closing of the transaction, the issuer shall explain in the news release required to be issued under National Instrument 51-102 Continuous Disclosure and in the material change report why the shorter period is reasonable or necessary in the circumstances.

This report was filed as soon as possible after the approval of the Term Sheet, but less than 21 days before the anticipated closing of certain transactions contemplated therein, as Maudore wished to negotiate and complete the transactions on an expedited basis with a view to reducing its debt and interest payment obligations and for other sound business reasons. Maudore believes this decision is reasonable given its financial condition.

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

Greg Struble

President and CEO

Email: greg.struble@maudore.com

+1 647 927 0239

9. Date of Material Change Report

October 15, 2013

A copy of this material change report will be sent to any shareholder upon request at no charge.

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Appendix “A”

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PRESS RELEASE

FOR IMMEDIATE RELEASE

Maudore Minerals Ltd. 2000 Peel Street Suite 620 Montreal, QC Canada H3A 2W5

Maudore Reaches Consensual Restructuring Agreement and is now Focused

on Increasing Production and Cash Flow at Sleeping Giant

MONTREAL, (October 15, 2013) /CNW Telbec/—Greg Struble, President and CEO of Maudore Minerals Ltd. (MAO: TSX-Venture; MAOMF: US OTC; M6L: Frankfurt Exchange) is pleased to report that agreements have been signed for the consensual restructuring of current debts owed to Cyrus Capital Partners (“Cyrus”), in its capacity as a manager to FBC Holdings S.à.r.l (“FBC”), as well as with the major unsecured creditors at both Maudore and its operating subsidiary Aurbec Mines Inc. (“Aurbec”). This agreement allows Maudore to focus on increasing production from the Sleeping Giant Mine where underground diamond drilling has been proceeding for the past 6 weeks.

The Maudore agreement covers $2.36 million of trade credit, of which $300 thousand is to be repaid by November 30, 2013 with the balance due on October 30, 2014, with provision for additional payments as set out below.

The Aurbec agreement covers $4.33 million of trade credit, of which $562 thousand is to be repaid by November 30, 2013 and a further $562 thousand is to be repaid by April 30, 2014 for a total reduction of $1.12 million. The balance will be due on October 31, 2014. The Aurbec trade creditors will be granted a first ranking charge on Aurbec’s rights and claims in respect of its Vezza Project (“Vezza Hypothec”) to secure any outstanding balance until repaid.

In consideration for the Vezza Hypothec and the payments by Aurbec, Entrepreneur Minier Promec Inc. (“Promec”) has agreed to discharge an existing Hypothec which it registered on August 15, 2013 and has agreed to ask the court that the Bankruptcy Petition filed on August 27, 2013 be withdrawn or dismissed.

Both agreements have been acknowledged by both FBC and Cyrus.

Mr Struble is pleased to further advise that Maudore has received, and its Board has approved, a Consensual Restructuring Term Sheet Proposal (“Term Sheet”) from Cyrus which provides the following:

• Up to $6 million Liquidity Facility which matures at the same time as the rest of the Standstill Agreements

• One year of Interest Expense Deferral in the amount of $2.984 million to be replaced by $2.984 million of 5% Convertible Debentures with a 3 year maturity

• $725 thousand commitment to subscribe for their proportionate share of a $4.72 million Rights Offering (the “Rights”) details of which are set out below

• The existing Interest Escrow Account will be released and the net proceeds applied to reduce the current term loan to $19.2 million

The Board of Directors of Maudore have received an opinion from Clarus Securities Inc. regarding the terms and conditions of the Consensual Restructuring Term Sheet Proposal stating that it is fair to the Company, from a financial point of view.

Finally, Mr Struble hereby announces that Maudore intends to file a prospectus for an offering of rights (the “Rights”), to all shareholders as at a date to be determined. Each Right will entitle the holder to purchase one share for each share held at a price per share of $0.10. Based on the current shares outstanding, this would result in total proceeds of $4.72 million, if fully subscribed. This will be subject to approval by the TSX.V and other appropriate regulators.

As noted above, Cyrus has agreed to subscribe for all of their shares to a total of $725 thousand as part of its overall Term Sheet proposal. In addition, certain members of senior management have agreed to subscribe for all of their rights plus such additional Rights that may not be taken up to a total of $300 thousand. The proceeds of the offering will be added to working capital to further improve the liquidity of the Company. To the extent that the total funds raised exceed $2 million, the trade creditors will be entitled to share in 50% of the excess amounts pursuant to the terms of their respective Standstill Agreements.

“We are naturally very pleased that we have been able to put this Consensual Restructuring in place,” Mr Struble stated. “It will allow us to focus all of our attention on developing the tremendous potential that we see at Sleeping Giant and increasing production.”

Maudore’s Chairman, Kevin Tomlinson, noted: “Despite the obvious distractions caused by the recent restructuring challenges, management has worked diligently to successfully restart the mining operations at Sleeping Giant. The goal for us now is to define further high-grade resources at Sleeping Giant where historically the grades have been in the 9-13 g/t Au range with production levels circa 50 thousand oz/a.”

About Maudore Minerals Ltd.

Maudore is a Quebec-based junior gold company in production, with mining and milling operations as well as more than 22 exploration projects. Five of these projects are at an advanced stage toward development with reported current and historical resources and mining. Currently, gold production is ramping up at Sleeping Giant. The Company’s projects span some 120 km, east-west, of the underexplored Northern Volcanic Zone of the Abitibi Greenstone Belt and cover a total area of 1,570 km² with the Sleeping Giant Processing Facility within trucking distance of key development projects.

CONTACTS:

Greg Struble

President and CEO

Email: greg.struble@maudore.com

+1 647 927 0239

George Fowlie

Deputy Chairman of the Board and Director of Corporate Development

Email: george.fowlie@maudore.com

+1 416 587 9801

Claudine Bellehumeur

Chief Financial Officer

Email: cbellehumeur@aurbec.com

+1 819 825 4343

Cautionary Statement Regarding Forward-Looking Statements

This release and other documents filed by the Company contain forward-looking statements. All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “intend”, “anticipate”, “believe”, “expect”, “estimate”, “plan” and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements include, without limitation, performance and achievements of the Company, business and financing plans, business trends and future operating revenues. These statements are inherently uncertain and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, financial related risks, unstable gold and metal prices, operational risks including those related to title, significant uncertainty related to inferred mineral resources, operational hazards, unexpected geological situations, unfavourable mining conditions, changing regulations and governmental policies, failure to obtain required permits and approvals from government authorities, failure to obtain any required approvals of the TSXV or from shareholders, failure to obtain any required financing, failure to complete any of the transactions described herein, increased competition from other companies many of which have greater financial resources, dependence on key personnel and environmental risks and the other risks described in the Company’s continuous disclosure documents.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

EX-2.12

Exhibit 2.12

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Maudore Minerals Ltd.

2000 Peel Street

Suite 620

Montreal, Quebec

Canada, H3A 2W5

2. Date of Material Change

November 14, 2013

3. News Release

A news release (the “News Release”) was issued by Maudore Minerals Ltd. (“Maudore” or the “Company”) (MAO: TSX-Venture; MAOMF: US OTC; M6L Frankfurt Exchange) through CNW Telbec on November 14, 2013. A copy of the News Release is attached hereto as Appendix A and forms a part of this material change report.

4. Summary of Material Change

On October 15, 2013, Maudore announced that it had entered into agreements for the consensual restructuring (the “Consensual Restructuring”) of current debts with Cyrus Capital Partners (“Cyrus”), in its capacity as a manager to FBC Holdings S.à.r.l (“FBC”), as well as with the major unsecured creditors at both Maudore and its operating subsidiary Aurbec Mines Inc., and that certain aspects of the Consensual Restructuring were subject to the approval of the TSX Venture Exchange (the “Exchange”).

On November 14, 2013, Maudore announced that, in order to comply with the requirements of the Exchange, Maudore and Cyrus have agreed to certain minor modifications to the terms of the restructuring of the $22 million secured term loan (the “Credit Facility”) granted by FBC to Maudore.

Taking in consideration the agreed modifications thereto, the restructuring of the Credit Facility may be summarized as follows:

• FBC will make available a new liquidity facility of up to $6 million, bearing interest at 15% per annum, payable quarterly in arrears in cash and having a maturity date of one year following closing, provided, however, that the Company will be required to immediately repay to FBC up to a maximum of $2 million of any tax refunds received from the Province of Quebec (the “Liquidity Facility”);

• $3 million of the existing Credit Facility will be converted into an equivalent amount of 5% convertible debentures (the “Convertible Debentures”) having a three year maturity and convertible at FBC’s option into an aggregate of 25,000,000 common shares (the “Debenture Shares”), based on a conversion price of $0.12 per Debenture Share;

• FBC will allow the Company to access funds available in the interest escrow account established pursuant to the Credit Facility, with the net proceeds to be applied to pay approximately $0.5 million as a pre-payment premium and to pay or prepay, as the case may be, approximately $2.8 million of interest expenses relating to the Credit Facility which is due or coming due up to June 30, 2014;

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• FBC will commit to subscribe for not less than its proportionate share of the Company’s previously announced $4.72 million rights offering (the “Rights Offering”), representing aggregate gross proceeds to the Company of not less than approximately $725,000; and

• In consideration of this restructuring, the Company will issue 8,888,888 common shares (the “Compensation Shares”) to FBC.

Maudore further announced that Kevin Tomlinson has advised the board of directors that he intends to step down from the board of directors upon completion of the Consensual Restructuring. The board of directors has accepted Mr. Tomlinson’s decision and will consider candidates to fill the role of Chairman over the coming weeks.

5. Full Description of Material Change

In addition to the information included in the news release attached hereto, the following disclosure is required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) in connection with the Consensual Restructuring.

(a) A description of the transaction and its material terms:

See Item 4 above,

(b) The purpose and business reasons for the transaction:

As previously disclosed by Maudore on October 15, 2013 and in the material change report of Maudore dated October 25, 2013, Maudore believes that the completion of the Consensual Restructuring, including the restructuring of the Credit Facility, will allow the Company to focus its attention on the Sleeping Giant project, including its existing mining operations and future developments.

(c) The anticipated effect of the transaction on the issuer’s business and affairs:

See Item 5(b), above.

(d) A description of:

(i) The interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

As at the date hereof, FBC currently holds 7,252,505 common shares of the capital of Maudore (the “Shares”), representing 15.36% of the issued and outstanding Shares, and 880,000 warrants, each of which are exercisable into one Share at an exercise price of $1.08 per Share and 2,747,252 warrants, each of which are exercisable into one Share at an exercise price of $1.13 per Share. Assuming the exercise of all of the Company’s warrants which are currently exercisable, FBC would hold 19.48% of the Shares, on a diluted basis.

As the result of the above holdings FBC is a “related party” of Maudore pursuant to MI 61-101.

(ii) The anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person referred to in subparagraph (i) for which there would be a material change in that percentage

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Assuming the conversion of the Convertible Debentures into 25,000,000 Debenture Shares and depending on the aggregate amount of Shares subscribed for in the Rights Offering and the other transactions contemplated in the Consensual Restructuring, FBC may hold following the completion of the transactions contemplated in the Consensual Restructuring, between 37.70% to 52.96% of the Shares outstanding on a diluted basis.

(e) A discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee

On October 14, 2013, the Board met to consider the terms of the Consensual Restructuring and determined that the transactions contemplated therein are reasonable and in the best interests of Maudore, given Maudore’s current financial situation. The Board also received an opinion from Clarus regarding the terms and conditions of the Consensual Restructuring stating that it is fair to Maudore, from a financial point of view.

On October 14, 2013, the Board further determined that Maudore satisfies the requirements of, and ought to rely on, certain exemptions available under MI 61-101 with respect to minority shareholder approval and valuation requirements, as described in more detail in Item 5(i) below.

(f) A summary, in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction

Not applicable, see Item 5(i) below.

(g) Disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter or is otherwise to the transaction (i) that has been made in the 24 months before the date of the material change report, and (ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer

Not applicable.

(h) The general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

See Item 5(a), above.

(i) Disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7, respectively, of MI 61-101, and the facts supporting reliance on the exemptions

FBC is a “related party” to Maudore. As a result, the entering into of the transactions contemplated in the Consensual Restructuring, including the Liquidity Facility and the issuance of the Convertible Debentures and Compensation Shares, are “related party transactions” pursuant to MI 61-101.

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As related party transactions, MI 61-101 requires the Company to obtain minority shareholder approval (the “Shareholder Approval Requirement”) with respect to the Liquidity Facility and the issuance of the Convertible Debentures and Compensation Shares and a formal valuation (the “Valuation Requirement”) with respect to the Convertible Debentures and Compensation Shares.

The Company is relying on the financial hardship exemption from the Shareholder Approval Requirement and Valuation Requirement contained in subsections 5.5(g) and 5.7(1)(e) of MI 61-101 with respect to the entering into of the Liquidity Facility and the issuance of the Convertible Debentures and Compensation Shares, on the basis that:

(i) Maudore is in serious financial difficulty;

(ii) The transactions contemplated in the Consensual Restructuring are designed to improve the financial position of Maudore; and

(iii) The Board, consisting entirely of directors who are independent of Cyrus and FBC, acting in good faith, have determined that sub paragraphs (i) and (ii) above apply, and the terms of the Consensual Restructuring are reasonable in the circumstances of Maudore.

(j) If the issuer files a material change report less than 21 days before the expected date of the closing of the transaction, the issuer shall explain in the news release required to be issued under National Instrument 51-102 Continuous Disclosure and in the material change report why the shorter period is reasonable or necessary in the circumstances.

This report was filed as soon as possible after the approval of the modifications to the terms of the Credit Facility restructuring, but less than 21 days before the anticipated closing of certain transactions contemplated therein, as Maudore wished to negotiate and complete the transactions on an expedited basis with a view to reducing its debt and interest payment obligations and for other sound business reasons. Maudore believes this decision is reasonable given its financial condition.

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

Greg Struble

President and CEO

Email: greg.struble@maudore.com

+1 647 927 0239

9. Date of Material Change Report

November 14, 2013

A copy of this material change report will be sent to any shareholder upon request at no charge.

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Appendix “A”

PRESS RELEASE

FOR IMMEDIATE RELEASE

Maudore Announces Revised Terms for its Consensual Restructuring

MONTREAL (November 14, 2013) /CNW Telbec/ - On October 15, 2013, Maudore Minerals Ltd. (“Maudore” or the “Company” - MAO: TSX Venture; MAOMF: US OTC; M6L: Frankfurt Exchange) announced that it had entered into agreements for the consensual restructuring of current debts with Cyrus Capital Partners (“Cyrus”), in its capacity as a manager to FBC Holdings S.à.r.l (“FBC”), as well as with the major unsecured creditors at both Maudore and its operating subsidiary Aurbec Mines Inc. (the “Consensual Restructuring”), and that certain aspects of the Consensual Restructuring were subject to the approval of the TSX Venture Exchange (the “Exchange”).

In order to comply with the requirements of the Exchange, Maudore and Cyrus have agreed to certain minor modifications to the terms of the restructuring of the $22 million secured term loan (the “Credit Facility”) granted by FBC. The restructuring of the Credit Facility may now be summarized as follows:

• FBC will make available a new liquidity facility of up to $6 million, bearing interest at 15% per annum, payable quarterly in arrears in cash and having a maturity date of one year following closing, provided, however, that the Company will be required to immediately repay to FBC up to a maximum of $2 million of any tax refunds received from the Province of Quebec;

• $3 million of the existing Credit Facility will be converted into an equivalent amount of 5% convertible debentures having a three year maturity and convertible at FBC’s option into an aggregate of 25 million common shares, based on a conversion price of $0.12 per share;

• FBC will allow the Company to access funds available in the interest escrow account established pursuant to the Credit Facility, with the net proceeds to be applied to pay approximately $0.5 million as a pre-payment premium and to pay or prepay, as the case may be, approximately $2.8 million of interest expenses relating to the Credit Facility which is due or coming due up to June 30, 2014;

• FBC will commit to subscribe for not less than its proportionate share of the Company’s previously announced $4.72 million rights offering (the “Rights Offering”), representing aggregate gross proceeds to the Company of not less than approximately $725,000; and

• In consideration of this restructuring, the Company will issue 8,888,888 common shares to FBC.

In connection with the Rights Offering, members of the senior management of the Company have reiterated their commitment to exercise the rights to be received by them in order to subscribe for an aggregate of $300,000 worth of common shares.

The implementation of the Consensual Restructuring remains subject to the final approval of the Exchange.

Greg Struble, the President and Chief Executive Officer of Maudore, further announced today that Kevin Tomlinson has advised the Board of Directors that he intends to step down from the Board upon completion of the Consensual Restructuring. In making this announcement, Mr. Struble remarked that “Kevin has been instrumental in the transition of the Company from purely exploration into a fully operational producer. His stewardship during this transition has been essential in building the team and moving the Company forward through some of the most difficult times for commodity prices as well as a collapse in the public markets for shares of junior mining companies. He will redirect his time with Maudore in an advisory consultant role as required. With his strong structural geology background, Kevin will initially focus on the further development of the new resource potential currently underway at the Sleeping Giant Mine as well as Maudore’s additional prospects.”

Mr Tomlinson said, “I am incredibly proud to have been part of a most enthusiastic, dedicated and positive team during these very trying times. Executing this restructuring programme in the current environment has taken exceptional effort by everyone and with its completion and the funding that has been arranged, plus the proving up of extensions to the high-grade veins at Sleeping Giant, the future for Maudore is assured. Given the importance of unravelling the complex geology in the immediate term, I would like to concentrate my efforts delineating extensions to the high-grade veins at Sleeping Giant which we have now proven to exist and on the discovery of further gold resources in our significant land holdings in the Northern Abitibi.”

The Board has accepted Mr Tomlinson’s decision and will consider candidates to fill the role of Chairman over the coming weeks.

About Maudore Minerals Ltd.

Maudore is a Quebec-based junior gold company in production, with mining and milling operations as well as more than 22 exploration projects. Five of these projects are at an advanced stage toward development with reported current and historical resources and mining. Currently, gold production is ramping up at Sleeping Giant. The Company’s projects span some 120 km, east-west, of the underexplored Northern Volcanic Zone of the Abitibi Greenstone Belt and cover a total area of 1,570 km² with the Sleeping Giant Processing Facility within trucking distance of key development projects.

CONTACTS:

Greg Struble

President and CEO

Email: greg.struble@maudore.com

+1 647 927 0239

George Fowlie

Deputy Chairman of the Board and Director of Corporate Development

Email: george.fowlie@maudore.com

+1 416 587 9801

Claudine Bellehumeur

Chief Financial Officer

Email: cbellehumeur@aurbec.com

+1 819 825 4343

Cautionary Statement Regarding Forward-Looking Statements

This release and other documents filed by the Company contain forward-looking statements. All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “intend”, “anticipate”, “believe”, “expect”, “estimate”, “plan” and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements include, without limitation, performance and achievements of the Company, business and financing plans, business trends and future operating revenues. These statements are inherently uncertain and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, financial related risks, unstable gold and metal prices, operational risks including those related to title, significant uncertainty related to inferred mineral resources, operational hazards, unexpected geological situations, unfavourable

mining conditions, changing regulations and governmental policies, failure to obtain required permits and approvals from government authorities, failure to obtain any required approvals of the TSX Venture Exchange or from shareholders, failure to obtain any required financing, failure to complete any of the transactions described herein, increased competition from other companies many of which have greater financial resources, dependence on key personnel and environmental risks and the other risks described in the Company’s continuous disclosure documents.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

EX-3.1

Exhibit 3.1

Raymond Chabot Grant Thornton LLP

Place du Québec

888 3rd Avenue

Val-d’Or, Quebec J9P 5E6

Telephone: 819-825-6226

Fax: 819-825-1461

www.rcgt.com

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 3, 2013, with respect to the financial statements of Maudore Minerals Ltd. contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Interests of Experts”.

/s/ Raymond Chabot Grant Thornton L.L.P.

Val-d’Or

November 22, 2013

¹  CPA auditor, CA public accountancy permit no. A107240

Member of Grant Thornton International Ltd

EX-3.2

Exhibit 3.2

	KPMG LLP	Telephone	(416) 777-8500
	Chartered Accountants	Fax	(416) 777-8818
	Bay Adelaide Centre	Internet	www.kpmg.ca
	333 Bay Street Suite 4600
	Toronto ON M5H 2S5

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors

Maudore Minerals Ltd.

We consent to the use of our report, dated June 3, 2013, on the financial statements of Aurbec Mines Inc., which comprise the balance sheet as at December 31, 2012, the statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information, incorporated herein by reference in the Registration Statement on Form F–7 of Maudore Minerals Ltd.

Chartered Accountants, Licensed Public Accountants

Toronto Canada

November 22, 2013

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

EX-3.3

Exhibit 3.3

CONSENT OF RÉMI VERSCHELEN

We refer to our report signed on October 21, 2013 with an effective date as of August 1, 2013, titled Technical Report and Mineral Resource Estimate on the Sleeping Giant Property (According to Regulation 43-101 and Form 43-101F1) (the “Report”). We consent to the use of our name and references to the Report, or portions thereof, in the Registration Statement on Form F-7 (the “Registration Statement”) filed by Maudore Minerals Ltd. under the United States Securities Act of 1933, as amended, and to the inclusion or incorporation by reference of information derived from the Report in the Registration Statement.

/s/ Rémi Verschelden

Rémi Verschelden, Geo, B.Sc.

InnovExplo Inc

560, 3e Avenue

Val-d’Or, QC J9P 1S4

November 22, 2013

EX-3.4

Exhibit 3.4

CONSENT OF VINCENT JOURDAIN

We refer to our report signed on October 21, 2013 with an effective date as of August 1, 2013, titled Technical Report and Mineral Resource Estimate on the Sleeping Giant Property (According to Regulation 43-101 and Form 43-101F1) (the “Report”). We consent to the use of our name and references to the Report, or portions thereof, in the Registration Statement on Form F-7 (the “Registration Statement”) filed by Maudore Minerals Ltd. under the United States Securities Act of 1933, as amended, and to the inclusion or incorporation by reference of information derived from the Report in the Registration Statement.

/s/ Vincent Jourdain

Vincent Jourdain, PhD, Eng.

InnovExplo Inc

560, 3e Avenue

Val-d’Or, QC J9P 1S4

November 22, 2013

EX-3.5

Exhibit 3.5

CONSENT OF CHRISTIAN D’AMOURS

We refer to our report signed on March 22, 2013 with an effective date as of December 31, 2012, titled Updated Mineral Resources, Vezza Property, Matagami Area, Quebec (Compliant with Regulation 43-101 and Form 43-101 F1) (the “Report”). We consent to the use of our name and references to the Report, or portions thereof, in the Registration Statement on Form F-7 (the “Registration Statement”) filed by Maudore Minerals Ltd. under the United States Securities Act of 1933, as amended, and to the inclusion or incorporation by reference of information derived from the Report in the Registration Statement.

/s/ Christian D’Amours

Christian D’Amours

November 22, 2013

EX-3.6

Exhibit 3.6

CONSENT OF TYSON C. BIRKETT

We refer to our report signed on March 22, 2013 with an effective date as of December 31, 2012, titled Updated Mineral Resources, Vezza Property, Matagami Area, Quebec (Compliant with Regulation 43-101 and Form 43-101F1) (the “Report”). We consent to the use of our name and references to the Report, or portions thereof, in the Registration Statement on Form F-7 (the “Registration Statement”) filed by Maudore Minerals Ltd. under the United States Securities Act of 1933, as amended, and to the inclusion or incorporation by reference of information derived from the Report in the Registration Statement.

/s/ Tyson C. Birkett

November 22, 2013

EX-3.7

Exhibit 3.7

CONSENT OF VALÈRE LAROUCHE

We refer to our report signed on March 22, 2013 with an effective date as December 31, 2012, titled Updated Mineral Resources, Vezza Property, Matagami Area, Quebec (Compliant with Regulation 43-101 and Form 43-101F1 (the “Report”). We consent to the use of our name and references to the Report, or portions thereof, in the Registration Statement on Form F-7 (the “Registration Statement”) filed by Maudore Minerals Ltd. under the United States Securities Act of 1933, as amended, and to the inclusion or incorporation by reference of information derived from the Report in the Registration Statement.

/s/ Valère Larouche

November 22, 2013